CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.



                                                            EXHIBIT 10.26
                                                            -------------
                         MASTER JOINT VENTURE AGREEMENT

             This Master  Joint Venture  Agreement (the  "Agreement")  is
        made as of this 30th day of October, 1996 by and among ThermoLase
        Corporation, a Delaware corporation having its principal  offices
        at 10455 Pacific  Center Ct., San  Diego, California  92121-4339,
        U.S.A.  ("ThermoLase"),   Franklin   Holding,  S.A.,   a   French
        corporation having  its principal  offices  at 37,  av.  Franklin
        Roosevelt, 75008 Paris, FRANCE ("Franklin Holding"), and Mr. Yves
        Micheli, a citizen of Switzerland ("Micheli").

        WHEREAS, the parties have agreed that it is in their mutual  best
        interests to form  a joint venture  for the commercialization  of
        certain laser-based technology for the removal of human hair  and
        the exfoliation or rejuvenation of skin in France; and

        WHEREAS, the  parties  have  agreed upon  the  terms  of  certain
        agreements and  documents necessary  for  the formation  of  such
        joint venture; and

        WHEREAS, the formation of the  joint venture will occur no  later
        than November 15, 1996, upon the finalization of the drafting  of
        the contractual documentation and the completion of certain other
        actions relating thereto;

        NOW THEREFORE, in consideration of the mutual promises  contained
        herein and other good and valuable consideration, the receipt and
        sufficiency of which are  hereby acknowledged, the parties  agree
        as follows:

        1.   No later  than  November  15,  1996  (the  "Closing  Date"),
        subject to the  provisions of this  Agreement, the parties  shall
        have taken the following actions:

             a.   Franklin   Holdings,   Jacques   Dessange   Management,
        Benjamin Dessange, Bernard Sagon, Michel Couvin and Daniel  Conte
        will form  a  French  S.A. ("DBC  Holding"),  of  which  Franklin
        Holdings will  own  at least  51%,  and shall  have  applied  for
        registration of DBC  Holdings with  the Registry  of Commerce  of
        Paris;

             b.   Micheli and DBC  Holdings will  form a  French SA  (the
        "SA"), of which Micheli, either  personally or through a  holding
        company, will  own 15.8%  and DBC  Holdings will  own 84.2%,  and
        shall apply  or have  applied  for registration  of SA  with  the
        Registry of Commerce of Paris;

                                        1PAGE
<PAGE>
             c.   ThermoLase and SA  will form a  French SAS (the  "SAS")
        having By-laws and a Shareholders Agreement in the forms attached
        hereto as  Exhibits A   and  B  , respectively ,  and shall apply
        have applied  for  registration  of  SAS  with  the  Registry  of
        Commerce of Paris;

             d.   ThermoLase  and  SA  will   form  a  Delaware   limited
        liability company (the  "LLC") having an  Operating Agreement  in
        the form attached  hereto as Exhibit C , and the  Certificate of
        Formation of the LLC will be filed with the Secretary of State of
        the State of Delaware;

             e.   ThermoLase will license certain  technology to the  LLC
        pursuant to a License  Agreement in the  form attached hereto  as
        Exhibit D, which shall be executed and delivered by each of them;

             f.   LLC will sublicense such technology to SAS pursuant  to
        a Sublicense Agreement in the form attached hereto as  Exhibit E ,
        which shall be executed and delivered by each of them;

             g.   Franklin Holdings will license certain trademark rights
        in the name  "Jacques Dessange"  to SAS pursuant  to a  Trademark
        License in  form  and substance  acceptable  to the  parties  and
        ThermoLase, which  shall be  executed and  delivered by  Franklin
        Holdings and SAS;

             h.   ThermoLase and SA will  enter into an Option  Agreement
        in the form attached hereto as Exhibit F, which shall be executed
        and delivered by each of them;

             i.   ThermoLase and Franklin Holdings  will agree to  supply
        certain equipment and other materials to SAS pursuant to a Supply
        Agreement in the form attached  hereto as  Exhibit G  , which shall
        be executed and delivered by each of them;

             j.   Franklin Holdings, acting in the name and on behalf  of
        SAS, will enter into a lease agreement for the rental of premises
        for use as a first location of a Spa Thira in France, which lease
        agreement shall be in form and substance reasonably acceptable to
        ThermoLase;

             k.   Franklin Holdings, acting in the name and on behalf  of
        SAS, will  enter  into  various  agreements  with  an  architect,
        decorators  and  construction  company   or  companies  for   the
        reconditioning of the premises leased as described above, all  on
        terms and conditions reasonably acceptable to ThermoLase;

             l.   Each party shall have received an accurate  translation
        of each of the foregoing documents  that has not been drafted  in
        its native language,  and such translation  shall be an  accurate
        reflection of the agreement  of the parties.    In addition,  the
        French and  English  translations  of  each  agreement  shall  be
        consistent in all respects.
                                        2PAGE
<PAGE>
        2.   Each party  agrees  to use  its  best efforts  to  take  the
        actions set forth in Article 1 above by the Closing Date.
         
        3.   No modifications to this Agreement or to any exhibits hereto
        shall be made except by a written instrument executed by all  the
        parties hereto or, in the case  of an agreement, a form of  which
        is  an   exhibit  hereto,   the   parties  to   such   agreement;
        modifications  or  adjustments  will  nevertheless  be  permitted
        within reason until the Closing Date.  A party's execution of any
        of the agreements referenced above  in a form modified from  that
        attached as an exhibit  hereto shall presumptively evidence  such
        party's consent to the form of the agreement executed,  including
        all modifications thereto.

        4.   This  Agreement  shall  be  governed  by  the  laws  of  the
        Commonwealth of  Massachusetts,  U.S.A., without  regard  to  its
        conflict of laws provisions.   This Agreement may be executed  in
        one or  more  counterparts,  which, when  taken  together,  shall
        constitute a single agreement.

        5.   Any dispute, controversy or claim arising out of or relating
        to  this  Agreement  or  to   a  breach  hereof,  including   its
        interpretation, performance  or  termination,  shall  be  finally
        resolved by arbitration.  The  arbitration shall be conducted  by
        one (1) arbitrator fluent in French and English, to be  appointed
        by the presiding  officer of  the London  Court of  International
        Arbitration ("LCIA").   The  arbitration  shall be  conducted  in
        English and in accordance with  the LCIA arbitration rules.   The
        arbitration, including  the rendering  of the  award, shall  take
        place in London, England,  and shall be  the exclusive forum  for
        resolving such dispute,  controversy or claim.   The decision  of
        the arbitrator shall be binding upon the parties hereto, and  the
        expense of  the  arbitration (including  without  limitation  the
        award of attorneys' fees to  the prevailing party) shall be  paid
        as the arbitrator  determines.   The decision  of the  arbitrator
        shall be executory, and  judgment thereon may  be entered by  any
        court  of   competent   jurisdiction.      Multiple   arbitration
        proceedings relating to the same subject matter may be joined  in
        the same proceeding.





                                        3PAGE
<PAGE>
        IN WITNESS  WHEREOF,  this Agreement  has  been executed  by  the
        parties as of the date first written above:

        THERMOLASE CORPORATION             FRANKLIN HOLDINGS, S.A.


        Charles K. Wittenberg              Jacques Dessange
        ---------------------------        ------------------------
        Charles K. Wittenberg
        Vice President


        YVES MICHELI


        Yves Micheli
        ---------------------------


               [Signature Page to Master Joint Venture Agreement]



















                                        4PAGE
<PAGE>
                                                                EXHIBIT A



                                     S.A.S.

                        A Simplified Joint Stock Company
                         with a capital of frs. 250,000
                           and registered offices at:
                        37, avenue Franklin D. Roosevelt
                                   75008 PARIS


        The undersigned:

             -The ThermoLase Corporation, a joint stock company, created
        in accordance with the legal provisions of the State of Delaware,
        United States of America, with its main offices located at 10455
        Pacific Center Court, San Diego, California 92101, United States
        of America, and a share of capital of US $        , corresponding
        to the equivalent of French francs        on the date of this
        instrument, i.e., a sum amounting at least to the sum stipulated
        under Article 262.1 of the law governing trade companies,
        represented for the purposes of this instrument by its Chairman,
        Mr. John Hansen, duly empowered for the purposes of this
        instrument by decision of its Board of Directors in its meeting
        of          , 1996 (referred to below as "ThermoLase"),

             -the (Dessange Holding) company, a joint stock company with
        a share capital of frs. 1,500,000, i.e., a sum amounting at least
        to the sum stipulated under Article 262-1 of the law governing
        trade companies, with registered offices at 37, avenue Franklin
        D. Roosevelt, 75008 Paris, represented by its Chief Executive
        Officer for the purposes of this instrument.

        Prior to drawing up and signing the Articles of Incorporation,
        the undersigned parties declare, each to the extent that it is
        concerned,

        That they have agreed to create a simplified joint stock company
        between them, without any public issue.  The name of this company
        is                 , and its capital is frs. 250,000, divided
        into 1,000 shares of frs. 250 each, all cash shares, fully paid
        up at their face value.

        Each of the future partners has paid the sum corresponding to the
        amount of its subscription.

        The sum of frs. 250,000 corresponding to 1,000 shares of a face
        value of Frs. 250 each, fully subscribed and paid up at their
        face value, was deposited at the      along with a list of the
        subscribers.

                                        1PAGE
<PAGE>
        Payments were established in the depository's certificate, issued
        on        , 1996, upon presentation of the list of the future
        partners, mentioning the shares of subscribed and the sums paid
        by each of them.

        The undersigned parties then declared, after having examined the
        list of the future partners, that the sums paid by them comply
        with the statements contained in said list and that they
        confirmed their subscription of the shares constituting the share
        capital, up to an amount of their respective payments, i.e.,

                                          Amount of the
                                 No. of    Subscription    Payments
               Subscribers       Shares      (in FF.)      (in FF.)

           ThermoLase              500       125,000       125,000
           Corporation
           (Dessange Holding)      500       125,000       125,000
           TOTAL                 1,000       250,000       250,000











                                        2PAGE
<PAGE>
                            ARTICLES OF INCORPORATION

                                    CHAPTER I

                   FORM - OBJECT - NAME - REGISTERED OFFICES -
                               TERM - COMPANY YEAR


        Article I - Forum

        The company is a simplified joint stock company, governed by the
        provisions of law no. 94-1 of January 3, 1994, law no. 66-537 of
        July 24, 1966 and by these Articles of Incorporation.  It may not
        make a public issue.

        Article 2 - Object

        The company's object in France (Metropolitan France and France's
        Overseas Departments except France's Overseas Territories) is to
        exercise, either directly or indirectly, health care activity
        such as beauty care and in particular the removal of body hair
        and skin care, by using technologies requiring laser, including
        requiring, if any, licenses or franchisees.

        All such, for itself as well as on behalf of third parties or by
        participating, by any way, such as by way of setting up a
        company, by subscription, by sleeping partnership, by merger and
        merger-acquisition, by loan, purchase or sale of securities or
        company shares, by "location-g_rance" of all on-going business
        ("fonds de commerce"), by sale or loan of all or part of its
        goods and real property and personal property rights, or by any
        other way.

        And, generally speaking, all financial, commercial, industrial,
        personal and real operations which may further or pertain to this
        object, directly or indirectly.

        Article 3 - Name

        The name of the company is                         .
                                   ------------------------

        All acts and documents issued by the company and intended for
        third parties must indicate the company's name immediately and
        legibly preceded or followed by the words "a simplified joint
        stock company" or the initials "SAS" and a statement of the
        amount of the share capital and the company's registration number
        in the Trade & Companies Register.

        Article 4 - Registered Offices

        The registered offices are at 37, avenue Franklin D. Roosevelt,
        75008 Paris.
                                        3PAGE
<PAGE>
        They may be transferred to any other place in France.  A
        collective decision of the partners, made in accordance with
        Chapter IV of these Articles of Incorporation, is necessary to
        transfer the offices outside the geographic limits of the
        department of the registered offices.

        Article 5 - Term

        The company's term has been set at ninety-nine (99) years
        beginning on the date of its registration in the trade Register,
        except in the event of advance dissolution in accordance with the
        provisions of Article 37 of these Articles of Incorporation, or
        an extension by collective decision of the partners, ruling on
        the conditions of Article 24 below.

        Article 6 - the Company Year

        The company year begins on (January 1st) and ends on (December
        31st) of each year.

        As an exception, the first company year shall begin on the date
        of the company's registration in the Trade & Companies Register
        and end on (December 31st, 1997).

                                   CHAPTER II

                                CAPITAL - SHARES

        Article 7 - Capital

        The share capital has been set at the sum of frs 250,000.  It is
        divided into 1,000 shares of frs. 250 each, all of the same
        category and fully paid up.

        Article 8 - Modification of the Share Capital

        The share capital may be increased or reduced on the conditions
        stipulated by law and these Articles of Incorporation.

        Article 9 - Paying up of Shares

        All share subscriptions in cash must be accompanied by immediate
        payment of the entire amount of the face value of the shares
        subscribed.

        Article 10 - Form

        Shares are registered.

        Ownership of a share is the result of its registration in the
        name of the holder (or holders) in the accounts kept for this
        purpose by the company, on the conditions and according to the
        methods stipulated by law for joint stock companies.

                                        4PAGE
<PAGE>
        At the partner's request, a certificate testifying to the
        registration of the share in this account is issued to him (it)
        by the company.

        Article 11 - Indivisibility of shares

        Shares are indivisible in the company's eyes.

        Joint owners of shares are obliged to be represented on the
        Company by one person selected among them, considered as the sole
        owner, or by a sole representative.  In the event of
        disagreement, the sole representative may be appointed by the
        court, at the request of the most diligent co-owner.

        The voting right attached to a share belongs to the beneficial
        owner in ordinary shareholders meetings and to the bare owner in
        extraordinary shareholders meetings.  However, the shareholders
        may agree among themselves to distribute otherwise the exercise
        of the voting rights at the shareholders meetings.  In this case,
        they shall inform the company of their decision by registered
        letter sent to the registered offices.

        Article 12 - Rights & Obligations attached to the shares

        1.   General rights & obligations

        All shareholders are entitled to information on the company's
        smooth running and discovery of certain company documents, on the
        dates and conditions stipulated by law and the Articles of
        Incorporation.
        The shareholders bear the burden of loss only up to the amount of
        the sums they have brought into the company.

        The possession of a share automatically implies compliance with
        the shareholders' decisions and with these Articles of
        Incorporation.

        The rights and obligations attached to the share follow it
        wherever it goes.

        2.   Voting rights and the right to take part in shareholders
        meetings.

        The voting right attached to capital or dividend shares is
        proportional to the share in the capital they represent and each
        share entitles its owner to one vote.

        3.   Rights to the company's profit and assets.

        A share entitles its owner to a share in the profits and reserve,
        or in the company's assets at the time of any distribution,
        amortization or allotment during the company's lifetime or during
        its liquidation, which is proportional to the capital it
        represents.
                                        5PAGE
<PAGE>
        Article 13 - Conveyance of shares

        1.   Terms & conditions for conveying shares

        The conveyance of shares is carried out in the eyes of the
        company or third parties by means of a transfer from the
        assignor's account to the assignee's account, upon presentation
        of a transfer order.
        This transfer is entered beforehand in a register with initialed,
        consecutively numbered pages, held chronologically, known as the
        "Share Transfer Register."

        The company is obliged to register these transfers as soon as it
        receives the order for the transfer of securities and within 6
        days thereof at the latest.

        The transfer order, drawn up on a form provided or approved by
        the company, is signed by the assignor or its (his)
        representative.

        2.   Restrictions on the conveyance of shares

        All transfers of shares even between shareholders are prohibited
        for a period of 10 years, imposed by law, as of the signing of
        these Articles of Incorporation, except if all shareholders
        agree.

        The term "transfer" means any form of conveyance of shares, in
        full ownership, bare ownership or beneficial ownership, in any
        form whatsoever and according to any terms and conditions
        whatsoever, for valuable consideration or free of charge and in
        particular, without limitation, any contribution in kind, partial
        business transfer or swapping of the company's shares.

        The term "share" includes all existing shares or shares issued
        subsequently by the company;

        Article 14 - Change of Control

        All partners shall inform the company of the amount of their
        share capital, the list of their owner partners and the breakdown
        of their capital among them.  When one or several of these
        partners are legal entities themselves, the notice shall contain
        the breakdown of the capital of these legal entities, it being
        understood that the result of this provision is not to obligate
        the partners to provide information on all the shareholders of
        listed companies.

        All change concerning this information, as well as any of the
        events referred to in paragraph b) below must be notified to the
        company within 30 days.  All such notices shall be made by
        registered mail with return receipt.

                                        6PAGE
<PAGE>
                                   CHAPTER III

                   THE ADMINISTRATION & CONTROL OF THE COMPANY

        Article 15 - The Chairman

        The Chairman is a real person who shall not be over 80, and need
        not be a partner.  The Chairman is appointed by the Board of
        Directors, on proposal by Dessange Holding among the members of
        the Board of Directors which were appointed by Dessange Holding.

        He is appointed for an undetermined period of time.

        The Chairman's duties shall automatically cease if one of the
        following events occurs:

             -    death or disability

             -    resignation

             -    loss of his seat on the Board of Directors

             -ad nutum dismissal by Board of Directors.  This dismissal
        will not have to be justified and will give no right to
        indemnification.

        In the event that one of the cases referred to above occurs, a
        new Chairman is appointed by decision of the Board of Directors,
        on proposal by Dessange Holding among the members of the Board of
        Directors which were appointed by Dessange Holding.

        Article 16 - Power of the Chairman - Remuneration

        I.   Powers

        The Chairman represents the company in the eyes of third parties,
        and is vested with the broadest powers to act under all
        circumstances on the company's behalf, within the limit of the
        company's object.  He manages the company under the control of
        the Board of Directors and prepares, among other things, the
        Budget and the annual development plan which he submits to the
        Board of Directors for approval, and which he is responsible for
        executing.

        However, internally and without it being possible that this
        clause be put forth or opposed to third parties, the powers of
        the Chairman are limited by the powers which these Articles of
        Incorporation and the partners' subsequent collective partners'
        decisions reserve now or in the future for other company organs.

        In particular, the following must obtain the prior approval of
        the Board of Directors.

                                        7PAGE
<PAGE>
        -the sale of tangible real property, the total or partial sale of
        equity interests, the creation of sureties and of securities,
        endorsements and guarantees;

        -the purchase or sale of assets or the commitment to make any
        expenditure for a unit amount exceeding frs. (100,000), inasmuch
        as this commitment, this acquisition or this sale is not provided
        for in the Budget;-the instituting of court proceedings or the
        settlement of all disputes for a unit amount in principal of frs.
        100,000 or more, or for essential matters linked to the
        professional regulations applicable to the activities of the
        company or its subsidiaries, it being understood that the Board
        of Directors shall be informed in all events of all procedures
        pending the date of any Board meeting;

        -the signing of any contract with a subsidiary or with one of the
        partners of the company, or with a company affiliated with Thermo
        Electron or with Franklin Holding and the modification or waiver
        of any rights granted under such contracts;

        -and generally speaking, all operations not provided for in the
        Budget apt to have a substantial effect on the company's
        activity;

        The Chairman convenes Shareholders Meetings, establishes their
        Agenda and executes their decisions under the control of the
        Board of Directors.

        The Chairman may, with the prior authorization of the Board of
        Directors, grant all powers to a third party for one or several
        specific purposes, in the respect of the foregoing provisions.

        The representatives of the Works Committee shall exercise with
        the Chairman the rights defined in Article L.432-6 of the labor
        regulations.

        2.   Remuneration

        The Chairman's duties remuneration shall be determined by the
        Board of Directors.  

        Article 17 - The Board of Directors

        1.   Composition

        The Company is managed by a Board of Directors composed of six
        real persons who shall not be over the age of 80, and who are not
        necessarily partners, appointed by  the shareholders as
        stipulated hereafter.  

        Every shareholder holding:

             -at least 1% and less than 20% of the company's capital may
        appoint one Director:
                                        8PAGE
<PAGE>
             -at least 20% and less than 49% of the company's capital may
        appoint two Directors;

             -at least 49% and no more than 51% of the company's capital
        may appoint three Directors;

             -more than 51% and no more than 80% of the company's capital
        may appoint four Directors;

             -more than 80% and no more than 99% of the company's capital
        may appoint five Directors;

             -more than 99% of the company's capital may appoint six
        Directors.

        The term in office of members of the Board of Directors is one
        year, renewable indefinitely.  The term ends at the end of the
        Ordinary Shareholders Meeting called to rule on the year's
        accounts, held the year during which the mandate expires, or
        pursuant to death, disability, resignation or the dismissal of
        the member of the Board of Directors.

        Any member of the Board of Directors may resign by registered
        letter with return receipt sent to the Chairman.  The resignation
        comes into effect on the date of the receipt of the registered
        letter (the return receipt constitutes proof thereof) or in the
        absence of receipt on the day of the first presentation, unless
        the letter of resignation stipulates otherwise.

        Any member of the Board of Directors can be dismissed at any time
        by the partner who has appointed him, without it being possible
        that such dismissal call for the payment of damages, by
        registered mail with return receipt sent to the dismissed member,
        and to the Chairman for information and to each of the other
        members of the Board of Directors.  Dismissal comes into effect
        on the date of the receipt of the registered letter by the
        dismissed member of the Board of Directors (the return receipt
        constitutes proof) or in the absence of receipt thereof on the
        date of the first presentation, unless the letter of dismissal
        provides otherwise.
        The partner who has appointed the director whose duties end for
        any reason whatsoever must, within thirty days, appoint a new
        director and inform the other members of the Board of Directors
        by registered letter with return receipt.

        2.   Smooth running of the Board of Directors

        a)   Time between meetings - Voting method

        The Board of Directors meets as long as the company's interests
        so require.

                                        9PAGE
<PAGE>
        The Board meets regularly on the dates and in the place
        determined during previous Board meetings.  Furthermore, the
        Board meets by notice of the Chairman or of two of its members
        who have taken this initiative to call the meeting.

        The decisions of the Board of Directors are made either during a
        meeting held in the registered offices or in any other place in
        the notice (with the participation, when appropriate, of certain
        directors, by teleconference), or by teleconference (by telephone
        or audiovisual), or are the results of the consent of all the
        Board members expressed in an act.

        b)   Notice of meetings

        The members of the Board of Directors are convened by simple
        letter, telex or fax, sent eight days prior to the date of the
        meeting and mentioning the meeting's date, hour, place and
        Agenda.
        The notice sent to the directors consulted in a teleconference
        vote is made by all means, eight days in advance.  The
        consultation may nonetheless take place immediately if all the
        partners take part therein.  The Agenda is then determined by
        joint agreement of the partners.

        No action for annulment due to a failure to convene is admissible
        when all the Board members are present or represented.

        c)   Quorum

        The Board makes valid decisions only if at least two thirds of
        the directors are present or represented, and if at least one
        director appointed by (Dessange Holding) and at least one
        administrator appointed by ThermoLase Corporation are present.

        Any director may grant powers to another director, even by simple
        letter or telegram, to represent him at a meeting of the Board of
        Directors.

        The Board of Directors or a Committee created by the Board of
        Directors may invite a third person, at a majority of the Board
        or Committee members present, to participate in one of its
        meetings without any voting right.

        Furthermore, each partner may appoint two persons responsible for
        advising him, who may attend all meetings of the company's organs
        in an advisory capacity, inasmuch as these persons undertake to
        respect the confidentiality of the information or documents to
        which they might have access.  The appointment and dismissal of
        these advisors, in order to be binding upon the company, is
        notified to the Board of Directors in writing.d)  Majority

        Decisions are made by a positive vote of four or more members of
        the Board of Directors (present or represented), except when

                                       10PAGE
<PAGE>
        these Articles of Incorporation state otherwise.  In the event of
        a tie, the Chairman's vote is not the casting vote.

        The following decisions are made at a unanimous vote of the six
        members of the Board of Directors (present or represented):

        -unless they are provided for in the Budget or Development Plan,
        the creation and liquidation of all subsidiaries for managing a
        spa, the signing of all loan agreements with such a subsidiary,
        the financing of all increases in the capital of such a
        subsidiary.

        -unless they are provided for in the Budget or Development Plan,
        the acquisition or sale of securities and the taking out of
        interests, with the exception of current cash management
        operations on the financial market for a total amount of less at
        all times than FRF 500,000;

        -the adoption and, as the case may be, the modification of the
        company's annual budget (referred to below as "the Budget");

        -the appointment or replacement of the company's statutory
        auditors, auditing firm or bankers;

        -unless they are provided for in the Budget or Development Plan,
        investment decisions for an amount exceeding FRF 500,000;-unless
        they are provided for in the Budget or the Development Plan, the
        sale, transfer, rental, exchange, pledging or allocation as
        surety of all or a portion of the company's assets or business,
        as well as any surety, endorsement or guarantee granted in favor
        of a third party, including subsidiaries;

        -unless it is provided in the Budget or Development Plan, the
        subscribing of short, middle or long-term loans for an amount
        exceeding FRF 500,000;

        -the approval and as the case may be the modification of the
        annual development plan (referred to below as "the Development
        Plan");

        -the presentation to the General Meeting of the Partners of a
        proposal to liquidate the company or to modify its Articles of
        Incorporation.

        -unless it is provided for in the Budget or in the Development
        Plan, the lending, rental, allocation, transfer or sale of any
        copyrights, except in the case of the Company's normal, current
        operations.

        -unless it is provided for in the Budget or the Development Plan,
        the signing of any contract with a subsidiary or a partner of the
        company, or with any subsidiary or company affiliated with a
        partner or with any person owning a share in a partner's capital.

                                       11PAGE
<PAGE>
        -decisions pertaining to the hiring of personnel, the signing of
        service agreements, or the dismissal of company executives or
        managers of each subsidiary, with the exception of the contracts
        of this nature referred to in the Development Plan or within the
        limits stipulated in the Budget.-the distribution of dividends,
        subject to the ratification of the General Meeting of the
        Partners in legal forms.

        -the definition of the powers of the bank's signature.

        -unless provided for in the Budget or in the Development Plan,
        the granting of loans to third parties for an amount exceeding
        FRF 50,000;

        -unless provided for in the Budget or in the Development Plan,
        the signing of contracts of over one year, involving expenditures
        (or the equivalent thereof in kind) for an amount exceeding FRF
        250,000;

        -unless provided for in the Budget or in the Development Plan,
        the authorization, conclusions or execution of any fact or
        contract which might result in a modification in the distribution
        of the capital between ThermoLase Corporation and (Dessange
        Holding).

        -the authorization to issue a statement of the company's
        insolvency;

        e)   Minutes

        The proceedings of Meetings of the Board of Directors are
        recorded in minutes drawn up in accordance with the legal
        provisions in force, and signed by the Chairman (or in his
        absence by the Chairman of the Meeting) and at least one other
        member of the Board appointed by ThermoLase Corporation.
        When decisions are made by teleconference, the Chairman draws up,
        dates and signs, as rapidly as possible, the text of the minutes
        of the meeting containing the (i) identify of the voting
        directors, when appropriate the director represented by the
        latter (ii) that of the directors not taking part in proceedings
        (non-voting) as well as, (iii) for each motion, the identify of
        the directors with their respective votes (for or against).

        The Chairman sends out a copy of the minutes of the meeting by
        regular mail.  The directors return their original copy to the
        Chairman after signing it, by regular mail, at their earliest
        convenience.  The date of the last signature received making it
        possible to achieve the majority or the unanimous vote required
        for adopting a motion shall be considered as the date of the
        adoption of the motion at issue.

        Proof of the mailing and receipt of the minutes to the directors
        and the copies returned signed by the directors as indicated
        above are kept in the registered offices.
                                       12PAGE
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        When a decision is the result of the approval of all the members
        of the Board expressed in an act, a copy of this act is appended
        to the minutes of the board meeting.

        Article 18 - Powers of the Board of Directors

        The Board of Directors, a collegial organ, is responsible for
        administering and managing the company within the limits of the
        company's object, the provisions of these Articles of
        Incorporation and the legal provisions appearing in the Article
        262-10 of the law governing trade companies reserving certain
        prerogatives to the body of partners as a whole, and within the
        limits of the exclusive power of representation with respect to
        third parties which the law confers upon the Chairman.  In
        particular, it is responsible for adopting the annual Budget and
        supervises the execution thereof by the Chairman.

        a)   Committees

        The Board of Directors may decide to create committees composed
        of several members of the Board of Directors, responsible for
        studying or dealing with items submitted to it by itself or its
        Chairman.  The Board of Directors determines the composition and
        prerogatives of the committee, which exercises them under its
        responsibility.

        The committees must record their proceedings in a register in the
        form of minutes and must communicate this register to the Board
        of Directors along with any report which the latter might request
        of them;

        No committee shall have the power to make decisions which require
        a unanimous vote of the Board of Directors and in particular
        those listed in article 17-2-d), above.

        b)   Delegation of Powers:

        The Board of Directors may, at a unanimous vote, delegate all
        special and temporary powers to a third party, to perform all
        acts or sign all contracts on the company's behalf, within the
        limits of the powers reserved to the General Meeting of the
        Partners and the Chairman pursuant to law and these Articles of
        Incorporation.

        Article 19 - Remuneration of members of the Board of Directors

        The Directors' duties are not remunerated.  However, they are
        entitled to reimbursement of their expenses upon presentation of
        documents in proof and within the limits which the Board of
        Directors may decide to set.

        The members of the Board of Directors may receive no remuneration
        from the Company, be it permanent or otherwise, other than that
                                       13PAGE
<PAGE>
        stipulated in the preceding paragraphs, unless they are bound to
        the company by an employment contract on the conditions
        authorized by law.

        Article 20 - Agreements between the Company and a member of the
        Board of Directors

        Any agreement signed between the company and one of the members
        of its partners who are members of the Board of Directors, either
        directly or indirectly or through an intermediary party, is
        subject to the prior approval of the Board of Directors.

        The same is true of agreements between the company and another
        company if one of the members of the Board of Directors of the
        company is a partner, manager, director, managing director,
        member of the Board of Trustees or of the Management Board of the
        other company.

        The member of the Board of Directors concerned shall not take
        place in the vote concerning the authorization.
        These agreements are authorized, approved by the partners on the
        conditions provided under Article 262-11 of the law of July 24,
        1966.

        Article 21 - Statutory Auditors

        The company's accounts are audited by one or several statutory
        auditors in office, performing their duties in accordance with
        the law.

        One or several alternate statutory auditors, called upon to
        replace the auditors in office in the event of refusal,
        hindrance, resignation, death or replacement, are appointed at
        the same time as the acting statutory auditors and for the same
        term.

        The Statutory Auditors are appointed by decision of the
        shareholders' meeting.

        The statutory auditors are appointed for six financial years,
        their terms expire at the end of the collective decision of the
        partners ruling on the accounts of the sixth financial year.

        The statutory auditors are always re-eligible.  In the event of
        their fault or hindrance, the statutory auditors may, at the
        request of the Chairman, the works committee, of one or several
        partners representing at last one tenth of the share capital, be
        removed from office prior to the normal expiry thereof, by court
        decision made on the conditions established by decree.

        A statutory auditor appointed to replace another shall remain in
        office only until the expiry of his predecessor's term.
        Statutory auditors are vested with the duties and powers
        conferred upon them by law.  They must be informed of any
                                       14PAGE
<PAGE>
        procedure for consulting the partners and must receive the same
        documents as those sent to the partners.

        The fees of the Statutory Auditors are paid by the Company.

                                   CHAPTER IV

                       COLLECTIVE DECISION OF THE PARTNERS

        Article 22 - Object

        1.   The following decisions fall within the partners' exclusive
        prerogatives:

             -    the extension or modification of the company's object

             -    the transfer of the registered offices outside the
        department

             -    appointment of Statutory Auditors

             -    the approval of the annual accounts and the allocation
        of results

             -the approval of the agreements signed between members of
        the Board of Directors and the company, in accordance with
        Article 262-11 of the law of July 24, 1966;

             -the increase, amortization or reduction of the share
        capital, in particular in the cases stipulated in Article 13
        above.

             -merger, partial business transfer or split;

             -the transformation of the company;

             -the dissolution of the company in the cases referred to in
        Article 37, paragraph 1;

             -the modification of the provisions governing restrictions
        of share transfers and the terms and conditions of such
        transfers;

             -more generally speaking, any amendment of the Articles of
        Incorporation, unless otherwise stipulated herein,

        2.   Any other direction, including cases entailing a statutory
        amendment, may be made by the Board of Directors on the
        conditions stipulated in Article 17 above.

        Article 23 - Frequency of Consultations

                                       15PAGE
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        The partners must be consulted at least once per annum, within
        six months following the close of the company year, to approve
        the accounts of the year which has ended.

        Other collective decisions are made at any time of the year.

        Article 24 - Majority

        Unless otherwise expressly stipulated in the Articles of
        Incorporation or by the law, collective decisions are adopted by
        a number of partners representing three-quarters of the shares
        composing the share capital.
        Article 25 - Voting Rights

        The voting rights attached to the capital shares are proportional
        to the share in the capital they represent, and each share
        entitles its owner to one vote.

        (Exercise of the voting right attached to the shares of a
        Modified Partner is suspended as indicated in Article 14 of the
        Articles of Incorporation.)

        Article 26 - Methods for Consulting Partners

        The partners are consulted at the initiative of the Chairman, two
        members of the Board of Directors, a partner or the Statutory
        Auditor.

        Collective decisions are made either in General Meetings of the
        Partners, convened in the registered offices, or in any other
        place indicated in the notice, or by the Partners' signing of
        written resolutions or a private instrument, or by
        teleconferences (by telephone or audiovisual).  The person who
        has taken the initiative of consulting the partners determines
        the method of consultation.

        Article 27 - General Meetings

        The convening of a General Meeting is optional.

        The partners are convened to general meetings by simple letter
        sent fifteen days prior to the meeting, and mentioning the date,
        hour, place and Agenda of the meeting.  The Statutory Auditor is
        convened on the same conditions.
        Each partner may be represented by a person of his choice, be he
        a partner or not, vested with the powers for this purpose.

        When all the partners are present or represented, if they
        expressly accept, the general meeting can meet validly without a
        notice.  The Agenda is then determined by joint agreement of the
        partners.

        Article 28 - Written Motions

                                       16PAGE
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        Decisions may also be made by written consent of the Partners.
        The draft of the proposed motions is sent by the person who has
        initiated the consultation of the partners, to each partner and,
        for information, to the company and the Statutory Auditor by
        registered mail with return receipt, regular mail, fax,
        electronic mail or by any other means establishing proof of
        mailing and receipt.

        The partners are entitled to fifteen days as of the date of the
        receipt of the motions to sign the draft motion if they agree and
        send it back to the Company's Chairman by registered mail with
        return receipt, regular mail or fax.  A partner who has not sent
        back his reply within the foregoing period shall be considered as
        having refused the proposed motions.

        The date of the last written motion received enabling a majority
        or unanimous vote required for adopting the motion, shall be
        considered as the date of the adoption of the motion concerned.
        During the reply period, any partner may demand all additional
        explanations from the person who has taken the initiative to
        consult the partners or, as the case may be, the Company's
        Chairman.

        Proof of the mailing and receipt of the draft motions and the
        return copies of these motions signed by the partners as
        indicated above, shall be kept in the registered offices.

        Articles 29 - Private Instruments

        All collective decisions of the partners may also be adopted by
        the partners' signing of a private instrument containing the
        draft motions proposed.

        Article 30 - Decisions made by Teleconference (telephone or
        audiovisual)

        The Partners consulted by teleconference are convened by any
        means, eight days prior to the consultation.

        The consultation may nonetheless be carried out immediately if
        all the partners take part therein.  The Agenda is then
        determined by joint agreement of the parties.

        When decisions are made by teleconference, the Chairman draws up
        the minutes of the meeting, at his earliest convenience,
        indicating:

        -the identify of the partners voting, as the case may be the
        partner which the latter represents; that of the partners not
        taking part in proceedings (non-voting);-and, for each motion,
        the identity of the partners with the content of their respective
        votes (adoption or rejection).
        The Chairman sends out a copy of the minutes of the general
        meeting by regular mail.  The partners return their original copy
                                       17PAGE
<PAGE>
        to the Chairman after signing it, by regular mail, at their
        earliest convenience.  The date of the last signature received
        enabling the majority or unanimous vote required to adopt a
        motion, shall be considered as the date of adoption of the motion
        at issue.

        Documents in proof of the mailing and receipt of the minutes to
        the partners and the copies returned signed by the partners as
        indicated above, are kept in the registered offices.

        Article 31 - Minutes

        The decisions made by the partners in general meetings are
        recorded in minutes indicating the method of consultation, the
        place and date of the meeting, the identify of the partners
        present or their proxies, the documents and reports submitted to
        the meeting for discussion, a statement of the discussions, the
        texts of the motions put to a vote and the results of the votes.
        Minutes are signed by the Chairman of the meeting and a
        ThermoLase Corporation representative.

        The decisions adopted by signing written motions are recorded in
        the minutes drawn up and signed by the Chairman.  These minutes
        mention the use of this procedure and the partners' responses are
        appended thereto.

        The decisions adopted by signing a private instrument are
        recorded in minutes drawn up and signed by the Chairman.  A copy
        of the private instrument is appended to the minutes.  The
        original of the private instrument is kept in the company's
        registered offices.

        The decisions adopted by teleconference are recorded in the
        minutes drawn up and signed by the Chairman and the partners, as
        indicated in Article 25 above.  The minutes shall mention the use
        of this procedure.

        Article 32 - Information Provided to the Partners

        Regardless of the method of consultation, all consultations of
        the partners shall be preceded by information containing all the
        documents and information commonly sent to the shareholders of a
        joint stock company or held at their disposal in the registered
        offices on the conditions stipulated in Article 444 of law no.
        66-537 of July 24, 1966 and 133 and 135 of enactment No. 67-236
        of March 23, 1967, the reports of the Board of Directors are
        replaced, for the purposes of this instrument, by the Chairman's
        reports.

        This information shall be communicated to each partner at least
        fifteen days prior to the date of the consultation.

                                   CHAPTER VI

                                       18PAGE
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                 ACCOUNTS - ALLOCATION & DISTRIBUTION OF RESULTS

        Article 33 - Annual Accounts

        Regular accounts are kept of the company's operations, in
        accordance with law.  The Chairman draws up a management report
        on the company's management during the past year.

        At the close of each year, the Chairman draws up the balance
        sheet, the income statement and the appendix, in accordance with
        law.

        Article 34 - Allocation & Distribution of Results

        The Income Statement, which recapitulates the year's proceeds and
        costs, indicates, on the basis of the difference between these
        two items, after deducting amortization and provisions, the
        year's profits or losses.

        At least one-twentieth of the year's profits, minus, as the case
        may be, previous losses, is deducted to create the reserve known
        as the "legal reserve."  This levy ceases to be mandatory when
        the reserve amounts to one-tenth of the share capital; it must be
        resumed when, for any reason whatsoever, the reserve falls below
        this percentage.
        The distributable profit is made up of the year's profit, minus
        previous losses, and sums to be deposited in reserve accounts
        pursuant to law and the Articles of Incorporation, plus the
        profit carried forward.

        The partners are entitled to levy the sums they deem appropriate
        from the distributable profit, to allocate them to the
        appropriation of all optional, ordinary or extraordinary
        reserves, or to carry them forward, all in the proportions they
        determine.  The balance, if any exists, is distributed in equal
        amounts among all the shares as dividends.

        Furthermore, the partners may decide to distribute sums levied
        from optional reserves, either to provide or supplement a
        dividend, or as an exceptional distribution.  In the latter case,
        the decision expressly indicates the reserve items from which the
        levies are made.

        Except in the case of a reduction of the capital, no sums shall
        be distributed to the partners when shareholders equity has
        fallen or would fall, at the date of such deduction, below the
        amount of the capital plus the reserves of which the law or these
        Articles of Incorporation prevent the distribution.

        The revaluation differential may not be distributed.  It cannot
        be totally or partially incorporated into the capital.

                                       19PAGE
<PAGE>
        Losses, if any exist, are carried forward, after the approval of
        accounts, to be charged to the profits of subsequent years, until
        they are entirely wiped out.

        Article 35 - Methods for Paying Dividends

        The methods for paying dividends are determined by collective
        decision of the partners.

        The payment of dividends shall take place within a maximum period
        of nine months after the close of the year, unless this period is
        extended by permission of the court.

        Dividends may be paid in cash, in kind or in shares, including
        shares in the company.

        The distribution of any interim dividends, in cash or in kind or
        in shares, including shares in the company, may take place at any
        time, in accordance with law.

                                   CHAPTER VI

                   DISSOLUTION - LIQUIDATION - TRANSFORMATION

        Article 36 - Shareholders Equity Falling Below One Half of the
        Share Capital

        If, due to losses ascertained in accounting documents, the
        company's shareholders equity falls below one half of the share
        capital, the Chairman is obliged, within four months following
        the approval of the accounts revealing these losses, to consult
        the partners for the purpose of deciding whether it is fitting to
        dissolve the company in advance.

        If dissolution is not pronounced, the company is obliged, no
        later than at the close of the second company year following the
        year during which the losses were ascertained, and subject to the
        provisions of Article 71 of the law of July 24, 1966, to reduce
        its capital by a sum amounting at least to the sum of the losses
        which it has not been possible to charge to reserves, if within
        this period, the shareholders equity has not been brought back up
        to at least one half of the share capital.

        Failing consultation of the partners, all parties interested may
        request that the    Court dissolve the Company.  The same is true
        if the provisions of paragraph 2 above have not been applied.

        Article 37 - Advance Dissolution

        1.   The company's dissolution occurs at the expiry of its term,
        or prior thereto, by decision of the partners, adopted at a
        majority of three-quarters of the shares composing the share
        capital.
                                       20PAGE
<PAGE>
        2.   The company is dissolved automatically if one of the
        following events occurs:

        a)judgment ordering receivership or liquidation or any other
        bankruptcy procedure against the company or one of its partners,
        subject to the regulations which apply in bankruptcy matters
        (unless otherwise decided by all the partners not affected by
        this situation confirming the Company's activity).

        b)judgment adopting a plan for the total sale of the assets,
        pronounced against one of the company's partners (unless
        otherwise decided by all the partners not affected by this
        situation confirming the Company's activity).

        c)dissolution, for any cause whatsoever (other than a merger or
        split) of one of the company's partners (unless otherwise decided
        by all the partners not affected by this situation conforming the
        Company's activity).

        d)   dissolution of ThermoLase France LLC


        e)in the event of the loss by one of the partners of its status
        partner (by means of the sale of all of its shares or otherwise),
        unless otherwise decided by the remaining partners, owning at
        least 50% of the company's shares, inasmuch as the latter have
        the possibility of approving one or several new partners on
        conditions determined by them.

        3.   Furthermore, the company is dissolved:

        a)At the request of ThermoLase Corporation notified to the other
        partners by registered mail with return receipt, within 6 months
        following the first anniversary date of the company's
        registration in the Trade & Companies Register, if the company
        has not opened, at the first anniversary date of the company's
        registration, an SPA in France utilizing the "Soft Light"
        technology for which it holds the license from ThermoLase France
        LLC.

        b)At the request of ThermoLase Corporation, notified to the other
        partners by registered mail with return receipt within 6 months
        following the second anniversary date of the first SPA opened by
        the company in France, utilizing "Soft Light" technology, if the
        consolidated sales of the company and its subsidiaries during
        these two years do not exceed US dollars 5,000,000.

        Article 38 - Liquidation

        Except in the cases of merger, split or the ownership of all the
        shares by one entity, the company's dissolution entails its
        liquidation.
                                       21PAGE
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        During liquidation, the company's activity is reduced to the
        settlement of its business, payment of its debts, and the
        performance of its obligations, the sale of its assets and the
        distribution, as the case may be, of the remaining assets to the
        partners, in proportion to their share in the company.Subject to
        the applicable regulations, every partner will have a
        preferential right to the goods or rights he had brought with him
        to the company.

        The partners are consulted at the end of the liquidation to rule
        on the final liquidation accounts, on the discharge of the
        liquidator for his management and release from his mandate and to
        establish the close of the liquidation.

        The decision is adopted at a two-third's majority of the shares
        composing the share capital.

        The sharing out of the liquidation dividend remaining after
        reimbursement of the face value of the shares is performed among
        the partners in the same proportions as their share in the
        capital.

        Article 39 - Transformation

        The company's transformation into a company of another form is
        always possible by collective decision of the partners at a
        majority of three-quarters of the shares composing the share
        capital, unless otherwise provided by law.

                                   CHAPTER VII

                                    DISPUTES

        Article 40 - Disputes - Election of Domicile

        Any disputes which might arise during the company's lifetime or
        its liquidation, either between the partners and the company or
        among the partners themselves, concerning company business, shall
        be settled definitely according to the Regulation of the
        International Arbitration Court of London ("LCIA") by one
        arbitrator ruling in accordance with this Regulation.  London
        shall be the seat of the Court of Arbitration and the language of
        the arbitration shall be English, it being understood that the
        arbitrators shall have good knowledge of French.

                                  CHAPTER VIII

                           APPOINTMENT OF THE CHAIRMAN
                          AND OF THE STATUTORY AUDITORS

        Article 41 - The First Chairman

        The following person has been appointed as the Company's Chairman
        for a period of 1 year: Mr. _________________________
                                       22PAGE
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        The Chairman appointed above has accepted the mission which has
        just been entrusted to him, in a letter dated __________________,
        and declares that no incompatibility or any prohibition exists
        preventing him from accepting this office.

        Article 42 - First Statutory Auditors

        The following parties have been appointed as the Company's acting
        and alternate Statutory Auditors for a term of six (6) company
        years, ending at the end of the meeting of all the partners
        convened to close the accounts of the sixth company year:

        -as acting Statutory Auditor:
        Audit & Conseils Associ_s - ACA, SA, 64, rue du Rocher, 75008
        Paris
             __________________________________________
        -    as alternate Statutory Auditor:
             __________________________________________In a letter of
        ____________________, 1996, ACA and _____________________
        declared that they accepted the mission which has just been
        entrusted to them and that no incompatibility or factor
        prohibiting them from occupying office exists on their count.

                                   CHAPTER IX

                            MISCELLANEOUS PROVISIONS

        Article 43 - Commitments made for the account of the company
        being created

        The acts accomplished and commitments made for the account of the
        company, appearing on the list appended hereto, are incumbent
        upon the company, as of the date of the signing of this
        instrument or the date on which they were signed, with effect on
        the date of the company's registration in the Trade & Companies
        Register.

        The company's partners hereby empower the ___________________
        company, duly represented by an empowered representative, to
        conclude and sign the acts listed in Appendix II hereto on behalf
        of the Company, prior to its registration in the Trade &
        Companies Register.

        Article 44 - Costs

        The costs, taxes and fees of these Articles of Incorporation, and
        those which shall ensue are to be paid by the Company.

        Article 45 - Publicity - Powers

        The publicity formalities required by law and the regulations are
        to carried out at the Chairman's discretion.

                                       23PAGE
<PAGE>
                                           Drawn up in Paris
                                           in six copies
                                           on November, 1996


        _________________________          _________________________
        ThermoLase Corporation             (Dessange Holding)
        Represented by                     Represented by
        Mr. John Hansen                    Mr. _____________________
        acting as Chairman                 Acting as _______________





























                                       24PAGE
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                                                                EXHIBIT B

                            (THERMOLASE-DESSANGE) SAS

                               SHAREHOLDERS' PACT


        BETWEEN:

        The ThermoLase Corporation, a partnership formed under the laws
        of the State of Delaware, United States of America, whose head
        office is located at, 10455 Pacific Center Court, San Diego,
        California 92101, United States of America, represented for the
        purposes hereof by its President, Mr. John Hansen, duly
        authorized for the purposes hereof by a resolution of its Board
        of Directors dated ______________, 1996 (hereinafter referred to
        as "ThermoLase").
                                                          First Party

        AND;

        the [Dessange Holding] company, a public company capitalized at
        FRF 1.500.000, whose registered office is at 37, avenue Franklin
        D. Roosevelt, 75008 Paris, represented by its Chairman and
        Managing Director for the purposes hereof (hereinafter referred
        to as "SA").
                                                          Second Party

        PARTICIPANTS IN THE PACT:

        1.        ThermoLase France L.L.C., a limited liability company
        incorporated under the laws of the State of Delaware, United
        States of America, whose head office is located at 10455 Pacific
        Center Court, San Diego, California 92101, United States of
        America, represented for the purposes hereof by its Chief
        Executive Officer Mr. _______, duly authorized for the purposes
        hereof by a resolution of its Board of Directors dated
        _________________, 1996 (hereinafter referred to as "LLC").

        2.        The Franklin Holding Company, a public company
        capitalized at FRF 19.853.200, whose registered office is at 37,
        avenue Franklin D. Roosevelt, 75008 Paris, represented by its
        Chairman and Managing Director for the purposes hereof
        (hereinafter referred to as "Franklin Holding").

        3.        Yves Micheli's Company.

        4.        Mr. Yves Micheli, resident in Geneva, Switzerland
        (address) (hereinafter referred to as "Yves Micheli").

                  DBC Holding Company, a public company capitalized at
        FRF 250.000, whose registered office is at 37, avenue Franklin D.
                                        1PAGE
<PAGE>
        Roosevelt, 75008 Paris, represented by its Chairman and Managing
        Director for the purposes hereof (hereinafter referred to as
        "D.B.C. Holding").


        WHEREBY:

        1.        ThermoLase Corporation and [Dessange Holding] (the
        "Parties") wishes to participate together in the joint
        development of beauty salons or spas (the "Spas") in France and
        in the French overseas departments (the "Territory"), dedicated
        to the use of procedures - whether patented or not - developed by
        the group [Thermo] and licensed by him and described in English
        in Appendix 1 hereto (hereinafter referred to as the "ThermoLase
        Technology"), or to grant a license to medical firms.

        2.        In this context, the parties decided to incorporate the
        LLC in order to acquire the necessary rights on the ThermoLase
        Technology and entered into an Operating Agreement appended in
        Appendix 2-A.

        3.        For this purpose, the Parties, in order to carry
        through the project, decided to set up a partnership, with the
        assistance and support of their main shareholders, Franklin
        Holding SA and Mr. Yves Micheli, participants herein.  This
        partnership (hereinafter referred to as "SAS" will sign
        agreements with the holder of the rights to ThermoLase
        Technology, LLC, in order to (i) obtain a license for the said
        technology so that the Spas to be created by SAS and the medical
        firms could benefit therefrom either directly or indirectly
        through subsidiaries set up with this sole aim, and (ii) to
        acquire or enable the Spas and the doctors concerned to acquire
        products such as laster generators and lotions, vital for use of
        the ThermoLase Technology (the "Products").  The draft license
        agreement is appended hereto in Appendix 2-B.

        4.        In the same way, SAS would sign an agreement with
        Franklin Holding SA, holder of the rights to the "Jacques
        Dessange" trademark, in order to obtain a license for the said
        trademark so that the Spas to be created by SAS could benefit
        therefrom.  The draft trademark license agreement is appended
        hereto in Appendix 2-C.

        5.        The parties considered it necessary to indicate, in
        this shareholders' pact, the conditions of the incorporation,
        management and financing of the SAS and the rules intended to
        govern their relations and their cooperation such SAS.

                                        2PAGE
<PAGE>
        IT HAS BEEN AGREED AS FOLLOWS:


                                    Article 1

                Purpose of the contract - Effective contract date

        1.1       The purpose of this contract is to define the legal
        relations between the parties at the time of incorporation and
        management of a partnership in which ThermoLase and SA shall be
        the sole partners.

        1.2       In the context of this contract and their relations as
        partners in SAS, the aim of the Parties is to enable SAS to
        create and develop in the Territory, using the  ThermoLase
        Technology and the name and reputation of Mr. Jacques Dessange, a
        network of healthcare centers and medical firms using the
        ThermoLase Technology and the Products for hair removal and skin
        exfoliation treatments.  SAS may also make the ThermoLase
        Technology available to qualified doctors, under conditions
        substantially complying with the sublicense agreement appended in
        Appendix 2-B, subject to the modification of this document to
        comply with French law.

        1.3       The Contract shall come into effect as from its
        signature by the Parties thereto and the participants mentioned
        in the introduction hereto [and from the time of performance of
        the events or suspensive conditions mentioned in Article 13
        hereafter] (hereinafter the "Effective contract date").


                                    Article 2

                              Incorporation of SAS

        2.1       At the latest by the Effective Contract Date, the
        Parties shall incorporate SAS, the articles of incorporation of
        which, in substance, shall comply with the model enclosed in
        Appendix 3 hereto.

        2.2       Both shareholders in SAS shall subscribe in cash for
        five hundred (500) shares with a nominal value of two hundred and
        fifty francs (FRF250) which shall provide a fifty per cent (50%)
        shareholding in the capital of SAS.

        The respective participation of the parties shall be liable to
        vary in the case where ThermoLase exercises the Promise to Sell
        granted thereto [this day _______] by SA for the acquisition of
        shares representing a tenth of one per cent of the capital of SAS
        and LLC, or in the case of deadlock, under Article 11 of the
        present contract.

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        2.3       Each share shall have a single voting right and the
        Parties shall be prohibited from introducing any statutory clause
        or mechanism providing double voting rights, or from issuing any
        investment certificate or voting right certificate until the end
        of the period described in Article 4.2.5. (e) hereafter.

        2.4       The company name of SAS shall be indicated in Appendix
        3, it being understood that SAS may not continue to use the trade
        names, trademarks or other names unless it is authorized to do so
        by the holders of the intellectual property rights of the said
        names, trademarks and trade names through license agreements
        signed with SAS.

        Failing this, SAS shall modify its company name and shall stop
        using the names and trade marks, for which it no longer has the
        necessary rights, as soon as possible in order to avoid any
        violation of the Parties' rights.

        2.5       The initial registered office of SAS shall be located
        at the address shown in Appendix 3 but may be transferred to any
        other location at the first request of Franklin Holding.

        2.6       In the event of any dispute regarding the
        interpretation of this contract, or between the provisions of the
        contract and those of the articles of incorporation of SAS, the
        Contract provisions shall take precedence over the articles of
        incorporation between the Parties.


                                    Article 3

                                Management of SAS

        3.1       SAS shall be managed by a Board of Directors as stated
        in Appendix 3.

        3.2       The Parties shall take the steps necessary to ensure
        that their representatives on the Board of Directors or at
        meetings of shareholders of SAS exercise their voting rights in
        the interest of SAS; this shall imply respect of the Contract and
        all the other agreements established between the Parties or with
        companies of the ThermoLase group and/or of the Dessange group
        which directly or indirectly refer to the purpose of this
        Contract.

        3.3       The Board of Directors shall manage all the business of
        SAS for which it shall constitute the supreme authority for
        making management decisions that are not legally attributed to
        another authority by Law or the articles of incorporation.

        3.4       Powers of the board of directors of SAS

        3.4.1     The following decisions must be unanimously approved by
        the Board of Directors of SAS:
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        (a)  except where planned in the Budget or the Annual Development
             Plan of SAS, the incorporation and liquidation of any
             subsidiary intended to manage a Spa, the signature of any
             loan agreement with such a subsidiary or the financing of
             any capital increase for such a subsidiary.

        (b)  except where planned in the Budget or the Annual Development
             Plan of SAS, the acquisition or sale of securities and
             equity investments, with the exception of current cash
             management operations on the financial market whose total
             amount, at any time, is less than [FRF500.000] (the
             instruments of this current management shall be investments
             though specialized UCITS and/or negotiable certificates of
             deposit with a term of six (6) months or less, or any other
             financial instrument of the same type).

        (c)  the adoption, where necessary, of a change in the annual
             budget of SAS (hereinafter referred to as "the Budget").

             The Budget shall consist of the draft annual budget prepared
             for each financial year of SAS by the General Management,
             approved by the Board of Directors of SAS, based in
             particular on prospects of revenue and expenditure that are
             reasonably foreseeable.

             The draft annual budget shall respect the format of the
             draft budget for financial year 1996-1997 as shown in
             Appendix [ ] hereto.

        (d)  The appointment or replacement of auditors, the audit firm,
             or the bankers of SAS.

        (e)  Investment decisions of an amount superior to FRF 500.000,
             except if the Budget or the Development Plan envisage the
             considered investment.

        (f)  Except where such operations are planned in the Budget or
             the Annual Development Plan of SAS: transfer, rental,
             exchange, pledging or granting as guarantee of all or part
             of the assets or the business of SAS, as well as any
             guarantees and endorsements granted to third parties,
             including subsidiaries.

        (g)  Except where such operations are planned in the Budget or
             the Annual Development Plan of SAS: the subscription for
             short, medium or long-term bonds of an amount superior to
             FRF 500.000.

        (h)  The approval and, where necessary, the modification of the
             annual development plan (hereinafter referred to as "the
             Development Plan").

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             The Development Plan shall consist of the draft annual
             development plan prepared for each financial year of SAS on
             the basis of the information available concerning the
             company, as well as the reasonably foreseeable commercial
             prospects.

             The draft Development Plan shall respect the same format as
             the draft Development Plan for 1996-1997 as shown in
             Appendix [ ] hereto.

        (i)  The submission to the meeting of partners of a proposal to
             liquidate SAS or to change its articles of incorporation.

        (j)  Except where such operations are planned in the Budget or
             the Annual Development Plan of SAS, the loan, rental,
             appropriation, transfer or sale of any intellectual property
             rights, except in the case of normal, current operations of
             the company.

        (k)  Except where such operations are planned in the Budget or
             the Annual Development Plan of SAS, the signing of any
             contract with a subsidiary or with one of the Parties or the
             Participants herein, or with a subsidiary of ThermoLase, and
             the modification or cancellation of any right in regard to
             the terms of such contracts.

        (l)  Decisions relative to recruitment or the signing of service
             contracts or the dismissal of executives of SAS or the
             director of each subsidiary, with the exception of contracts
             of such type mentioned in the Development Plan or within the
             limits set by the Budget.

        (m)  The distribution of dividends, subject to ratification of
             the Board's decision by the meeting of the partners in legal
             forms.

        (n)  The definition of bank signature powers of attorney.

        (o)  Except where such operations are planned in the Budget or
             the Annual Development Plan of SAS, the granting to third
             parties of loans exceeding [FRF 50.000].

        (p)  Except where such operations are planned in the Budget or
             the Annual Development Plan of SAS, the signature of
             contracts with a term of more than one year implying
             expenditure (or the equivalent in kind) exceeding [FRF
             ___________].

        (q)  Except where such operations are planned in the Budget or
             the Annual Development Plan of SAS, the authorization,
             signature or execution of any action or contract which could
             lead to a modification of the capital distribution between
             ThermoLase Corporation and [Dessange Holding].

                                        6PAGE
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        (r)  The authorization to proceed with declaration of suspension
             of payment by the company.

        [To be filled in where necessary]

        3.4.2     In the same conditions of majority, the board of
        directors of SAS shall have the power to decide to increase or
        decrease the amounts mentioned in Articles 3.4(o) and (p),
        without this requiring any change in the provisions of the
        Contract.

        3.5       Distribution of dividends policy

        The parties promise to facilitate the granting to the
        shareholders as easy as possible of the dividends of the SAS (in
        particular by granting payments in advance).

        3.6       Agreements between the SAS and its shareholders

        The parties acknowledge that the preliminary authorization
        procedure provided by Article 20 of the SAS by-laws as appended
        in Appendix 3 will not apply to the conclusion of the License
        Agreements, which are referred to in Appendix 2-B and 2-C, nor to
        the supplying by ThermoLase or Dessange Holding of products
        provided for the business of the SAS.

                                    Article 4

                                Financing of SAS

        4.1       Capital of SAS

        4.1.1     The initial registered capital of SAS shall be
        [FRF25.000] consisting of [1,000] shares with a nominal value of
        FRF250.  The initial capital of the company shall be paid in full
        at the time of its incorporation.  ThermoLase and SA shall each
        receive 500 shares (i.e., 50%) for a cash contribution of
        FRF125.000.

        4.1.2     This initial capital could be modified under the
        statutory conditions governing modification of the articles of
        incorporation, i.e., (i) in terms of the shareholders' equity
        requirements of SAS identified by the Parties in the Annual
        Budget of SAS as defined in terms of the requirements of the
        Annual Development Plan of SAS, or (ii) failing any plan in the
        said documents, following a decision made in terms of an
        identified requirement.

        4.2       Principals governing the financing of SAS

        4.2.1     The Parties shall agree to assist SAS and to cooperate
        as closely as possible and in particular, the parties acknowledge
        the importance for SAS of the provision, in good time by each
        party, in proportion to its shares in the capital, of the
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        financial resources necessary for it to finance its investments
        and its working capital.

        In this respect, Franklin Holding confirms that (i) it shall
        guarantee the payment by SA, in good time, in terms of the
        payment schedule defined by SAS in the context of the Development
        Plans and the Annual Budgets, of all sums that should be advanced
        by SA to SAS, within the limit of the equivalent of five million
        US dollars ($5,000,000) in French francs minus the amount of the
        distributable profits of the SAS which are not allocated to the
        SA by the SAS as stipulated in Article 4.2.5(a) and (ii) that,
        each year, and for the first time at the time of signature of
        this contract, it shall give ThermoLase a certified copy of the
        accounts of the Franklin Holding company as soon as they have
        been approved by the shareholders of Franklin Holding.

        4.2.2     In as much as the Spas may be incorporated in the form
        of entities separate from SAS, the Parties are also aware of the
        need for SAS to be able to meet the requirements of the said
        entities and the deadlines inherent in the circulation of the
        financial resources required by the said entities.

        As such, the Parties agree to respond, as quickly as possible, to
        calls for funds notified to its partners by SAS and to provide
        the said funds or, where considered preferable, to help it find
        the financial resources necessary to satisfy its obligations as
        creator of Spas or as main shareholder of companies managing Spas
        at the time of calls for funds from the entities incorporated for
        the creation and management of the said Spas.

        4.2.3     SPA shall be financed by the personal contributions of
        SAS shareholders or by borrowings made by SAS from its
        shareholders, or by borrowings made by SAS from independent
        financial establishments or by using the own resources of the
        SAS, under the conditions and according to the schedule relative
        to the financial requirements of SAS.

        Such requirements shall reflect those of establishments and/or
        subsidiaries of SAS and shall be defined in terms of the annual
        Development Plan of the company in the Annual Budge of SAS.  Such
        requirements will be granted by the shareholders of the SAS, in
        proportion to its shares in the capital

        4.2.4     Development Plan and Budget of the Company

        (a)  The General Management of SAS shall draw up the Development
             Plan and the Budget of SAS for the financial year, according
             to the models enclosed in Appendices 4 and 5, in terms of
             the guidelines defined by the Board of Directors, and should
             present them to the Board of Directors of the Company for
             approval each year, at a date to be agreed jointly but which
             should be within four (4) months of the start of each
             financial year.

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             As is the case for the Development Plan and Budget for 1997
             enclosed in Appendices 4 and 5, the annual Development Plan
             and Budget should each have an appendix describing the
             projected development of SAS and the financing for the
             following four financial years.  This will be used as a
             basis, each year, for preparation of the Development Plan
             and Budget of the following financial year in order to keep
             the entire investment in a totally coherent context.

        (b)  The Development Plan and the Budget may be established
             overall for SAS, SA, LLC and the SAS subsidiaries as long as
             they indicate the financial flows relative to each entity in
             such a way that SAS can then respect its commitments.

        (c)  Both the Development Plan and the Budget of SAS for a given
             financial year shall be prepared in terms of the elements
             communicated by the shareholders, the forecast financing of
             SAS subsidiaries and all other information known by the
             parties, in particular regarding market behavior.

        (d)  Both the Budget and the Development Plan shall be updated
             regularly by the directors of SAS during the financing year
             and any major differences which were stated during the
             course of the budget and development plan shall be notified
             to the SAS partners under the conditions to be defined
             jointly by the Parties or by the Board of Directors.

             The parties attach particular importance to the fact that
             meetings of those in charge of ThermoLase and Franklin
             Holding and the directors of SAS should be organized at
             least three times a year in order to follow up application
             of the Development Plan and the Budget.  In addition, the
             SAS directors shall receive instructions from the partners
             to respect to regular communication and reporting procedure
             on the commercial policy applied, the market, the accounts
             and, in particular, the results along with any other
             appropriate information.

        (e)  At the latest three (3) months after the end of the on-going
             SAS financial year (or, where the Budget and/or the
             Development Plan are not approved at the expected time,
             within one month of approval of the Annual Budget by the
             Board of Directors of SAS), each of the Parties (i) should
             have paid the due amount incumbent thereon in terms of the
             financial requirements of SAS into a bank account opened for
             this purpose by SAS, as such amount is indicated in the
             Development Plan and the Budget decided by the SAS partners
             for the following financial year, and (ii) should inform the
             other Party of the said payment.

        (f)  In the case where one Party notes that the other Party has
             not made the payment incumbent thereon in good time, the
             non-defaulting Party may notify the defaulting Party of its
             intention to invoke application of the procedure applicable
                                        9PAGE
<PAGE>
             in the case of Deadlock as described in Article 11 of this
             contract.  This procedure can only be interrupted by the
             payment of the entire sum, increased by late-payment
             interest of 5%, within three working days of receipt of such
             notice by the defaulting Party.

        4.2.5     SAS finance conditions

        (a)  The Parties shall agree to ensure the financing of SAS in
             the form of shareholders' equity (or finance considered
             equivalent thereto by the Parties ruling in the context of
             the Board of Directors of SAS) to the extent of a total of
             ten (10) million US dollars ($10,000,000).  This financial
             contribution shall be made by the partners of SAS to the
             extent of their respective share in the capital of SAS on
             the date of each call for funds by SAS (i.e., at now, USD
             5,000,000 for each shareholder).  The amount of the profits
             of the SAS which won't be allocated to the shareholders,
             amounts to the contribution of the shareholders to the
             financing of the company, as set above and is deducted from
             the USD 10,000,000.

        (b)  In order to appreciate the total amount of the contributions
             actually made in regard to the previously-mentioned
             commitment, the parties agree that every financial
             contribution made in French francs shall be converted into
             US dollars at the French franc/US dollar exchange rate in
             force for exchange between banks, on the date of payment of
             the French francs sum made on the SAS bank account by the
             SA, as published in the Wall Street Journal Europe.  Where
             the said journal or the said information is no longer
             published, the Parties shall obtain this information from
             the Financial Times.

             In the case of a contribution made by allocation of the
             distributable profits of the SAS which were not allocated,
             as described above in paragraph a., the amount of
             contribution in French francs will be converted into US
             dollars at the French franc/US dollar exchange rate in force
             for exchange between banks, on the date when the relevant
             decision is voted.

        (c)  In the context of the Development Plan, where the parties
             decide that the Company shall proceed with one or more
             capital increases, these could be effected in cash, or
             possibly through off-setting against all or part of the sums
             advanced by the Parties in the form of advances or loans, as
             long as the said capital increase(s) of the Company do not
             lead to a change in the capital distribution of the Company,
             subject, however, to any authorized share transfers that may
             have taken place in the meantime.

        (d)  The Parties shall unanimously decide to introduce company
             procedures which could have an impact on their financial
                                       10PAGE
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             situation and their respective percentage of shares of the
             capital of SAS.  This shall apply, in particular, to:

             -the cancellation or waiver of any preferential subscription
              right
             -the amount of any issue premium applicable at the time of a
              capital increase
             -any contribution in kind of any assets, including any debt
             -any appropriation to the reserves or distribution of       
              dividend in the case where they consider that SAS should   
              keep more than the balance of the net profit of SAS as an  
              extraordinary reserve after appropriation to the compulsory
              reserve items.
             -any depreciation or any reduction of the capital,          
              regardless of the cause

             These company procedures shall be followed by SAS through
             strict respect of French rules applicable to partnerships.

        (e)  The procedures defined heretofore are intended to ensure
             that the Parties maintain their respective percentage of
             shareholdings as long as the joint investment threshold of
             $10,000,000 has not be reached.

        (f)  When the said amount of $10,000,000 is reached, and
             notwithstanding what is stated previously:

        (1)       The Parties shall be free to decide, in the management
        bodies of SAS, the conditions of complementary finance, in
        shareholders' equity, in virtual shareholders' equity, through
        borrowing or even through the investment of securities with
        investors concerned, as long as such an investor (i) has accepted
        to acquire an equivalent stake in the capital of LLC and (ii) has
        accepted to ratify all the accords and agreements governing the
        legal relations between the Parties.

        Where one of the SAS partners decides not to contribute to such a
        capital increase for SAS, any other partner shall be entitled to
        subscribe instead of it, leading, ipso facto, to dilution of the
        percentage of its stake in SAS and in LLC, which the Parties
        acknowledge and admit.

        (2)       Where one of the Parties, duly obligated to pay funds
        in order to contribute to the financing of SAS, is unable to do
        so, or cannot make the payment within the deadline stipulated by
        SAS through application of the applicable contractual, statutory
        or legal rules, the other Party may validly make the payment
        instead of the defaulting Party; in such a cause, the defaulting
        Party shall have his rights reduced or limited in due proportion.

        As such, in the event of default of a Party in the payment of
        sums intended to cover a call for funds to finance a capital
        increase, the other Party may subscribe in a reducible way for
        all or part of the shares normally reserved for the defaulting
                                       11PAGE
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        Party; as such, the defaulting Party shall suffer a reduction of
        its share to the extent of its percentage stake in the capital of
        SAS.  The respective percentage of shares of the parties in the
        LLC capital will then be adjusted accordingly.

        4.3       SAS financial year

        The financial year of SAS shall start on January 1st and shall
        terminate on December 31st of each year.  The first financial
        year shall terminate on December 31st, 1997.

        4.4       SAS accounting

        4.4.1     The accounts of SAS shall be kept in compliance with
        the accounting rules generally accepted in France and in a way
        which enables application of the rules and standards to which the
        Parties may agree, or those which are indispensable for correct
        execution of the agreements with ThermoLase.

        4.4.2     It is agreed that (i) the accounts and finance
        reporting system introduced at the level of SAS, as stated in
        article 4.2.4(d) heretofore, should be defined in order to be
        easy to use for a French company, but compatible with that of LLC
        and (ii) where it turns out to be indispensable for ThermoLase,
        the presentation of the SAS accounts should be compatible with
        the American accounting rules governing LLC.

        4.5       Auditors

        4.5.1     The statuary auditor of the Company will be: Audit et
        Conseils Associes - ACA
                                           64 rue du Rocher, 78008 Paris

        4.5.2     The substitute auditor of the Company will be:

        4.5.3     Where ThermoLase so requests, the parties, shall assist
        the Company to choose an international audit firm to help prepare
        the company accounts.

                                    Article 5

                           Transfer of Company shares

        5.1       The conditions governing the transfer of SAS shares are
        indicated in the SAS articles of incorporation as shown in
        Appendix [3] hereto.

        5.2       Notwithstanding what is stated previously, the parties
        agree that at the first request from one of them formulated
        during the period described in Article 4.2.5(f) heretofore, they
        shall meet to study a modification of the transfer rules to
        enable the development of SAS to continue through finding
        investors interested in taking a share in SAS or in its
        subsidiaries or through any other means in order to guarantee the
                                       12PAGE
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        Parties that their investment and the development of Spas will be
        enhanced.

        In the event of such a request, the Parties shall agree to meet
        and, where they fail to reach agreement, shall let the shares be
        transfered at the expert's price mentioned in Article 11.3.2(b)
        of the present agreement

        In any case, any interested investor will have to execute the
        present agreement and to ratify all the agreements which were
        entered into by the parties or with certain companies from the
        ThermoLase Group or from the Dessange Group, relating directly or
        indirectly to the object of the present agreement.

        5.3       Where the shares are sold, the existing partners may
        validly decide to close the accounts of SAS and to distribute all
        the distributable profits accumulated at the said accounts
        closing date (dividends, where necessary distributed in the form
        of an interim payment, and available reserves) of SAS and, where
        one of the partners so requests, the Parties shall proceed with
        such accounts closing and distribution at the first possible date
        in order to limit any additional charges resulting from such a
        procedure for SAS and its partners.  The parties also agree that
        the transfer may not take place and ownership may not be
        transferred until the dividends and/or reserves mentioned
        previously have been distributed.


                                    Article 6

                                 Non-competition

        6.1       During the full period of its ownership of SAS shares,
        each of the signatories shall agree not to invest in a company
        and not to exercise an activity, either directly or indirectly,
        alone or with other persons, in a company using laser technology
        for  skin care and hair removal.

        This restriction shall be valid for the entire Territory.

        6.2       The parties shall ensure that all the directors and all
        the executives and staff of SAS, of SA, of DBC Holding and of the
        SAS subsidiaries sign a non-competition commitment of the same
        type as mentioned heretofore.  They shall also agree to take
        unrelenting legal action in the case of violation by any person
        linked by such a commitment.

        6.3       Where SAS is wound up in compliance with the provisions
        of Article 37.2 or 37.3 of its articles of incorporation as well
        as in the case stated in Article 11.3.1 and in the case of
        purchase by ThermoLase of the stake of SA in the capital of SAS
        in compliance with the provisions of Article 11.3.2(b) to (e), SA
        shall agree, on its own behalf and on behalf of its shareholders,
        not to have, either directly or indirectly as owner, partner, or
                                       13PAGE
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        shareholder - except within the limit of one per cent (1%) of the
        capital of a quoted company - executive director, employee,
        director, investor or lender, or in any other capacity, a company
        which has a substantial commercial activity in the field of the
        development, promotion, manufacture, sale or marketing of skin
        care and hair removal products and/or services in the Territory
        for a period of two (2) years as from the date of the voting, by
        SA partners, of a resolution deciding to liquidate SAS (or the
        date of the judgment pronouncing liquidation of SAS); however, it
        is understood that the previously-mentioned persons shall be
        authorized to continue their activities in the field of
        hairdressing, and in that of the ownership, control, franchising,
        licensing and management of beauty salons, including the supply,
        sale and use in the said beauty salons of hair removal and/or
        skin care products and services which do not incorporate
        techniques using light sources or the technique of electrolysis.

        6.4       Notwithstanding what is stated previously, where the
        Company is wound up through application of the provisions of
        Article 37.2(b) or (c) following a collective procedure against
        ThermoLase which prevents it respecting its obligations under
        this contract, or subsequent to non-execution by ThermoLase of
        its obligations under this contract or any contract directly
        linked to it, or where SA repurchases ThermoLase's interest in
        the capital of the SAS pursuant Article 11 hereunder.  ThermoLase
        shall agree, for a period of two (2) years as from the date of
        the vote by the partners of a resolution to liquidate SAS (or the
        date of the judgment pronouncing liquidation of SAS), not to
        incorporate a private company, or form a partnership, a joint
        venture, sign a cooperation agreement or joint marketing
        agreement, or any other cooperation agreement in the Territory
        with an individual or legal entity which has substantial
        commercial activities in the field of investment in (or
        management of) hairdressing salons or beauty salons in order to
        develop, promote, distribute or sell skin care and/or hair
        removal products or services using laser technology, whether
        directly or indirectly, on its own behalf and on behalf of the
        companies which control it or are under its control (the word
        control should be understood in the sense attributed by Article
        355-1 of the Commercial Companies Act of July 24, 1966, as
        modified).

                                    Article 7

                                Technical support

        7.1       Where necessary, Franklin Holding or any company of
        such group, at the request shall provide operational, accounting,
        legal and financing assistance in return for remittance which
        shall be defined through mutual agreement on an annual basis.

        This agreement will reflect the provisions which are generally
        used by Franklin Holdings subject to the adjustment reasonably
        asked for by ThermoLase.
                                       14PAGE
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        7.2       The said remuneration shall not cover the fees of all
        the external advisers (lawyers, accounting experts, advisers or
        consultants, doctors, etc.) whose intervention may be necessary
        for the correct execution of the activities of SAS.

        7.3       This assistance shall be independent from that which
        may be offered to SAS in the context of technology license or
        trademark agreements signed with SAS.

                                    Article 8

                                 Confidentiality

        8.1       Confidential information

        8.1.1     The Parties shall do everything possible to maintain
        the confidentiality of all information and data, all written
        documents, all files, whether kept in electronic or other form
        and, more generally, all documents (unless they can be
        immediately accessed by a public source or contain information
        already published) (hereinafter referred to as "Information")
        communicated by one of the parties or by a company of the
        ThermoLase group or by one of the consultants or technicians
        authorized by SAS.

        Same treatment will apply to information which every party may
        have on the other party's situation.

        8.1.2     Where this contract is terminated, the Information
        media, regardless of the form (paper, tape, diskette, etc.) and
        all the copies thereof which could have been made, shall be
        returned to the Party which provided them or which is the owner
        thereof.

        8.1.3     The obligation of confidentiality imposed by this
        article 8 shall continue even if the contract is terminated and
        shall remain in force as long as the Information remains
        confidential.

        8.1.4     The parties agree that the Information shall only be
        used for purposes of execution of the Contract and the agreements
        associated therewith.  Where it turns out that Information should
        be disclosed to a third party, including any employee of one or
        other of the Parties, such a disclosure should only take place
        where it is strictly necessary and the recipient of such
        information should be informed of its confidentiality and must
        agree to respect this confidentiality as stated heretofore.

        8.2       Confidentiality of the Contract terms

        8.2.1     The text and conditions of the Contract and all the
        agreements associated therewith may not be revealed publicly by
        either of the Parties unless written authorization is obtained
                                       15PAGE
<PAGE>
        from the other Party, except at the request of any government
        authority with jurisdiction over the Party which must make the
        disclosure, or where this is imposed by a legislative or
        statutory text, including those governing stock markets
        (particularly at the time of a share issue by one of the Parties
        or one of the companies of the ThermoLase group).

        8.2.2     With the exception of information intended for the
        public or stock market releases which should be submitted to the
        Parties and to ThermoLase beforehand, no public announcement
        concerning the Contract nor any of the operations that it
        concerns should be made unless there is agreement between the
        Parties and with ThermoLase as regards the time, the form and the
        content of the said announcement.

        8.3       Protection of patents, trademarks and know-how

        8.3.1     Since the activities of SAS and its subsidiaries are
        directly linked to the protection provided by the status of
        patents and trade marks in the Territory, the Parties explicitly
        agree to inform any of their number concerned, or ThermoLase, as
        quickly as possible, of any events which come to their knowledge
        concerning the patents, trade marks and know-how used by SAS in
        its activities.  In such a case, they shall provide each other
        with assistance and support.

                                    Article 9

                                  Contract term

        9.1       The Contract shall terminate on December 31, 2012.

        9.2       However, notwithstanding what is stated previously:

        (a)  The Contract could be extended by successive periods of five
             (5) civil years as long as the ThermoLase technology
             continues to be licensed to SAS.

        (b)  The Contract shall terminate as soon as all the shares
             representing the capital of SAS are held directly or
             indirectly by one of the two Parties (in particular through
             employees, close family members or representatives of a
             company belonging to the same group as the Party in
             question).

        (c)  The Contract shall also terminate by way of dissolution or
             liquidation of the SAS.

        (d)  If one Party does not own any share of the SAS, this Party
             will be released from its obligations under the present
             agreement as soon as it won't own any share of the SAS,
             except for Article 8 and, if necessary, for Article 6.

                                       16PAGE
<PAGE>
        9.3       In the case of dissolution or liquidation of the SAS,
        ThermoLase may be granted all the equipment it brought to the
        SAS, subject to the relevant rules.

                                   Article 10

                          Intellectual property rights

        10.1      SAS shall benefit from the rights to certain patents,
        trademarks and elements of know-how shall be licensed to it by
        the Parties or their shareholders in the context of license
        contracts complying, in substance, with the models enclosed in
        Appendices 2.A and 2.B.

        ThermoLase undertakes to provide to the SAS and SA all the
        documents and information likely to justify the royalty rate
        applying to the SAS under the license or sublicense agreements,
        except the contracts made between the SAS and Franklin Holding or
        French companies which are subsidiaries of or affiliated to
        Franklin Holdings.

        10.2      In case of a complaint or request of any kind against
        the SAS or one of its licensees and/or franchisees, by a third
        party relying on an infringement of his rights due to the use of
        the ThermoLase Technology, or due to the performance of the
        agreements referred to at article 10.1 hereabove, ThermoLase may
        defend the SAS, at SAS's own expense.

        In case of a complaint or request of any kind, against a
        shareholder of the SAS, the managers or the shareholders of the
        shareholders of the SAS themselves, by a third party relying on
        the infringement of its intellectual or industrial property
        rights due to the use of the ThermoLase Technology by the SAS,
        ThermoLase shall defend, at SAS's own expense, against this
        complaint or request, and the SAS will have to indemnify the
        shareholders, their managers or their own shareholders, for all
        the final judgments that could be passed against them.
        If the SAS is precluded from providing such indemnification
        (especially considering its financial situation), ThermoLase
        shall indemnify the shareholders, their managers and their own
        shareholders equal to the amounts that will not be paid by the
        SAS.

        In case of a request or action by a third-party against a
        shareholder of the SAS, relying on an infringement of his rights
        due to the use of the ThermoLase Technology, such shareholder
        will have to inform the SAS and ThermoLase as soon as possible.
        Failing that, the SAS would be released from its obligations
        towards such shareholder if the delay to inform the SAS had
        harmful consequences to the defense in respect of such
        third-party's request.  ThermoLase will defend, at SAS's own
        expense, the shareholder or shareholders as soon as it is
        informed of the request or the action of such third-party.  The
        shareholder may participate (without controlling it) to such
                                       17PAGE
<PAGE>
        defense, at its own expense, unless the counsel chosen by
        ThermoLase has a conflict of interests with such shareholder and
        the latter first informs the SAS.

        ThermoLase may not settle an affair out of court nor acquiesce in
        a decision which would have consequences other than financial for
        a shareholder without first obtaining the written agreement of
        such shareholder, who cannot refuse nor delay it without motives.

                                   Article 11

                                    Deadlock

        11.1      Aware of the mutual interest which the project
        presented in this contract, and in the deeds and other documents
        associated therewith, for themselves and for their shareholders,
        the parties agree that they shall provide each other with support
        and assistance in order to overcome any difficulties which could
        arise in their relations.

        Nevertheless, they acknowledge that, in good faith, situations
        could arise in which their different positions could lead to the
        impossibility of agreeing to the decisions to be made by the
        management bodies of SAS.  The purpose of this article is to
        define the conditions for solving such a disagreement (defined
        for the requirements of this Contract by the term "Deadlock").

        11.2      There is Deadlock where the Parties are unable to agree
        according to the decision-making rules defined in the articles of
        incorporation of SAS.  In such a case, the Parties shall agree:

        (a)  To identify in writing, at the meeting where the difference
             arises, the point which raises a problem and the position of
             each of the parties, along with an indication of the number
             of directors or partners which are in favor of it.

        (b)  To put off making the contested decision for a period of two
             weeks.

        (c)  To use this period to (i) consult each other (ii) to bring
             in an impartial mediator who speaks English and French
             (hereafter refereed to as the "Mediator") in order to find a
             mutually acceptable common solution (the cost of the
             mediator shall be paid half by each of the Parties and not
             by SAS), (iii) to study the economic or commercial bases on
             which each of the Parties took its stance or the doubts
             formulated by the Parties and (iv) to examine the
             possibility of defining a path other than the one proposed,
             in close liaison with the Mediator.

        (d)  To convene a meeting in two weeks' time with the only item
             on the agenda being an examination and a vote concerning the
             disputed point.  It shall be explicitly agreed by the
             Parties that the Mediator shall chair the meeting and shall 
                                       18PAGE
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

             start it with a summary of the situation of SAS, the problem
             raised and the solutions envisaged, while reminding the
             participants of the consequences of their diverging
             viewpoints on the future of SAS.

        11.3      In the case where the Parties are unable to agree on
        this occasion, the following shall take place:

        11.3.1    If the deadlock arises before the consolidated sales of
        the Company and its subsidiaries realized after the date of
        incorporation of the SAS exceeds ************* (using an exchange
        rate determined at the date of the meeting referred to in Article
        11.2.d above),

        (a)  ThermoLase shall have the option of purchasing DBC Holding's
             interest in the capital of the SA for a price equal to the
             cumulated amount of the investments of such company in the
             SA (contributions to capital, loans, advances by
             shareholders or other finance contributions), it being
             understood that DBC Holding and, if necessary, Franklin
             Holding must indemnify jointly and severally ThermoLase in
             respect of any liability of the SA which is not related to
             the activities of the SA in the context of the direct or
             indirect exploitation of the ThermoLase technology in France
             or abroad.

             For this purpose, ThermoLase shall send Franklin Holding,
             for signature by DBC Holding the securities transaction
             order(s) necessary to make the transfer of securities
             representing the stake of DBC Holding in the capital of SA,
             as well as any deed enabling the transfer of the receivables
             which are due to DBC Holding by the SA to ThermoLase or any
             other company of its group and to give DBC Holding a
             banker's draft for the amount mentioned in paragraph (a)
             heretofore in exchange for the securities transaction
             orders.

             ThermoLase shall be authorized to choose a new partner for
             the development of the ThermoLase Technology in the
             Territory.  This partner shall be chosen from among groups
             which have no activity in the field of hairdressing and
             beauty salons.  Franklin Holding shall be bound by the
             non-competition clause mentioned in article 6.3 heretofore.

        (b)  If ThermoLase fails to exercise the options set out in a.
             above within thirty days from the date of the meeting
             referred to in 11.2.d above, the SAS shall be dissolved.
             ThermoLase and the SA shall pay their respective shares of
             the cost of closing the Spas and of liquidating the SAS in
             order to avoid a judicial liquidation of the latter, it
             being understood that ThermoLase shall purchase at net book
             value the technical equipment which was furnished by it or
             by other companies of its group (e.g., lasers).

                                       19PAGE
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

        11.3.2    If the Deadlock takes place after the consolidated
        sales of the Company and its subsidiaries realized after the date
        of incorporation of the SAS exceeds ************* (using an
        exchange rate determined at the date of the meeting referred to
        in Article 11.2.d above),

        (a)  Where the parties cannot agree to the solution defined
             hereafter in paragraph (b), SAS shall be wound up and
             ThermoLase and SA shall agree to pay their respective shares
             of the closing of the Spas and the liquidation of SAS in
             order to avoid any legal liquidation of the latter, it being
             understood that ThermoLase shall buy back the technical
             equipment provided by it or by other companies of its group
             (e.g. lasers) at its net book value.

        b)   Where no agreement on the valuation of the SAS can be
             reached within fifteen (15) days after the meeting referred
             to in Article 11.2.d above, and where one of the parties so
             proposes, in order to limit the losses of the SAS partners
             or to avoid the difficulties and costs linked to winding up
             SAS, an independent chartered accountants firm elected by
             mutual assent of the Parties shall be asked, at the request
             of the most diligent party, to evaluate SAS and each of the
             Parties shall then be entitled to offer to buy or sell its
             share.

        (c)  This valuation should take into account the specific
             situation of SAS in accordance with the conditions referred
             to in Article 9.03.2 c of the Operating Agreement enclosed
             in Appendices 2-A.

        (d)  In the case where two Parties wish to acquire SAS on the
             basis of the previously mentioned expert's valuation, an
             auction shall be organized, which shall permit the Parties
             to bid on the price determined by the expert, increased by
             5% at a time, with the final bid being that for which no
             higher bid is received during a period of two (2)
             consecutive working days in Paris.

        (e)  At the end of the procedures described previously, the
             Parties shall exchange the documents, payments and deeds
             necessary to terminate the resulting winding up or sale.

                                   Article 12

                          Relations between the parties

        12.1      The contract shall not create any joint venture or de
        facto company between the parties that is separate from SAS and
        shall not create any link of subordination between them.

                                       20PAGE
<PAGE>
                                   Article 13

                                Change of control

        13.1      Dessange Holding, DBC Holding and Franklin Holding
        agree and guarantee ThermoLase that they will make DBC Holding
        stay the majority shareholder of Dessange Holding and that
        Franklin Holding will stay the majority shareholder of DBC
        Holding.

        Any change in control of Dessange Holding or DBC Holding,
        pursuant to Article 355-1 of the 1966 French law on commercial
        companies, will have to be first authorized by ThermoLase.

        13.2      ThermoLase agrees and guarantees Dessange Holding, DBC
        Holding and Franklin Holding that ThermoLase will stay directly
        or indirectly controlled, in the sense of Article 355-1 of the
        July 24, 1966, Statute on commercial companies, by Thermo
        Electron Corporation or by one of its direct or indirect
        subsidiaries.

                                   Article 14

                          Applicable law - Arbitration

        14.1      Applicable law

        14.1.1    This contract shall be governed by French law.

        14.2      Arbitration

        14.2.1    In the event of any dispute concerning the execution or
        interpretation of this Contract, the Parties shall agree to
        consult each other in order to settle it through conciliation,
        where necessary with the assistance of a third party.

        14.2.2    Any dispute resulting from the Contract which cannot be
        settled under the conditions mentioned heretofore shall be
        settled definitively according to the Regulation of the
        International Arbitration Court of London ("LCIA") by one (1)
        arbitrator ruling in compliance with the said regulations.  The
        arbitration tribunal shall sit in London and the arbitration
        language shall be English, it being understood that the
        arbitrators should have a good knowledge of French.

        14.2.3    In the case where the dispute which necessitated
        recourse to arbitration also concerns the contract entitled
        "Operating Agreement" signed by SA, ThermoLase and ThermoLase
        France LLC, the parties shall agree to consult each order in
        order to consider, under the auspices of the LCIA Clerk's Office,
        the condition of joinder or separation, depending on the case, of
        the two arbitration procedures.  Where no agreement is reached on
        this point, the disputes shall be settled separately.

                                       21PAGE
<PAGE>
                                   Article 15

                                  Miscellaneous

        15.1      Under no circumstances may the provisions of this
        article be interpreted as prohibiting or restricting the right
        for the shareholders of Franklin Holding to decide any operation
        concerning the shareholders' equity of the said company, in
        particular any placement of the share capital of Franklin Holding
        on the financial markets.

        15.2      Contributions - Transfers

        Neither of the Parties shall be entitled to transfer all or part
        of its rights and obligations in terms of the Contract nor to
        contribute them to a third party without the written
        authorization of the other Party.

        15.2.1    However, in the case where one of the Parties transfers
        its shares in SAS to a non-shareholder third party, it must
        obtain confirmation from the new shareholder of its ratification
        of all the provisions of this Contract, through the signature of
        an additional clause to this effect along with the Parties.

        Notwithstanding any such a transfer, the transferor shall
        guarantee the perfect execution by the transferee for a period of
        one civil year of all its obligations under this Contract.

        15.2      Waiver

        Waiver of the right to invoke any non-execution of the Contract
        shall not be considered as waiver of any subsequent non-execution
        that is identical or different.  No amendment, modification or
        waiver of any of the provisions of this Contract shall be valid
        unless it is made in writing and signed by the party against
        which such an amendment, modification or waiver is invoked.

        15.4      Independence of provisions

        Where any of the provisions of this contract turns out to be
        invalid or inapplicable in terms of any law whatsoever, the said
        provision shall be considered as unwritten, without altering the
        validity of the other provisions.  In this respect, it is
        explicitly agreed that such a provision shall be independent and
        that this Contract shall be interpreted in all cases as though
        the invalid or inapplicable provision had never existed.

        15.5      Titles

        The titles used in this Contract are only intended to give an
        indication and should not have any effect on its interpretation.


        15.6      Mutual assistance
                                       22PAGE
<PAGE>
        In view of the commitments which the Parties shall make in regard
        to each other under the terms of this Contract and the length of
        their cooperation in this respect, the Parties agree to assist
        each other in order to resolve, quickly and satisfactorily, any
        obligation, procedure or request that has to be accomplished for
        perfect execution of the Contract and any contract resulting
        therefrom or linked thereto, either directly or indirectly.

        15.7      Notice

        15.7.1    Except for provisions which explicitly stipulate a
        different method for notice, all notice required through
        application of the Contract shall be validly served when sent by
        registered mail, telex, fax, D.H.L. or any other express mail
        company, or where is it delivered personally to the address of
        one of the parties as indicated heretofore (any other address may
        be notified at any time):

        (a)  If notice is sent to SA:

        for the attention of President
        37, avenue Franklin Holding
        75008 Paris

        Telephone:     (33) 01
        Fax:           (33) 01

        (b)  If notice is sent to ThermoLase:
          
        for the attention of President
        9550 Distribution Avenue
        San Diego, CA  92121-2306

        Telephone:     (1)
        Fax:           (1) 619-536-8572

        If notice is sent to Franklin Holding:

        for the attention of President
        37, avenue Franklin Holding
        75008 Paris

        Telephone:     (  )
        Fax:           (  )

        If notice is sent to Mr. Yves Micheli:

        for the attention of
                             -----------------

        --------------------------------------

        --------------------------------------

        Telephone:     (  )
        Fax:           (  )
                                       23PAGE
<PAGE>

        If notice is sent to __________________:

        for the attention of __________________
        _______________________________________
        _______________________________________


        Telephone:     (  )
        Fax:           (  )

        15.7.2    Any change of address should be notified according to
        the same procedure.  Any notice sent by fax or telex shall be
        considered as received on the date specified on the transmission
        form, subject to confirmation by registered letter.

        15.8      Consultants' fees

        Each of the parties shall be personally responsible for the
        payment of the fees of its own consultants.

        IN WITNESS WHEREOF, each of the parties duly signed this
        contract, in as many original copies as there are Parties, under
        the conditions indicated with each signature.

        In Paris
        October ___, 1996


                                     SA
        ----------------------------

        by:____________________________

        In_____________________________
        October ___, 1996


        In_____________________________
        October ___, 1996


        In_____________________________
        October ___, 1996


        In_____________________________
        October ___, 1996




                                       24PAGE
<PAGE>
                                                                EXHIBIT C

                               OPERATING AGREEMENT
                                       OF
                            THERMOLASE FRANCE L.L.C.

             This Operating Agreement is made and entered into this  ____
        day of November,  1996, by  and among  ThermoLase Corporation,  a
        Delaware  corporation,  JDM  Invest  S.A.,  a  French  S.A.,  and
        ThermoLase France L.L.C., a Delaware limited liability company.

             WHEREAS, the  parties  hereto  are desirous  of  creating  a
        limited  liability  company  under  the  laws  of  the  State  of
        Delaware;

             NOW, THEREFORE, in consideration of the mutual covenants and
        agreements herein and other good and valuable consideration,  the
        receipt,  adequacy   and   sufficiency  of   which   are   hereby
        acknowledged by the parties, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

             1.01.  Definitions   .  The following  terms used  in  the
        Operating Agreement  shall have  the following  meanings  (unless
        otherwise expressly provided herein):

                  a.  "  Capital Account  " as of any given  date shall mean
        the Capital Contribution to the  Company by a Member as  adjusted
        up to the date in question pursuant to Article V.

                  b.  " Capital Contribution " shall mean any contribution
        to the capital  of the Company  in cash or  property by a  Member
        whenever made.   " Initial Capital  Contribution " shall  mean the
        initial contribution to the capital of the Company made  pursuant
        to Section 5.01(a) this Operating Agreement.

                  c.    " Certificate  of  Formation "  shall  mean
        Certificate of  Formation of  ThermoLase France  L.L.C. as  filed
        with the  Secretary of  State  of Delaware  as  the same  may  be
        amended from time to time.

                  d.  "Company"  shall refer to ThermoLase France L.L.C.,
        a Delaware limited liability company.

                  e.  "  Deficit Capital Account  " shall mean with  respect
        to any  Member, the  deficit balance,  if any,  in such  Member's
        Capital Account as of  the end of the  Fiscal Year, after  giving
        effect to the following adjustments:

                       i.   Credit to  such  Capital Account  any  amount
        which such  Member  is obligated  to  restore under  Treas.  Reg.
        e  1.704-1(b)(2)(ii)(c), as well as  any addition thereto  pursuant
                                        1PAGE
<PAGE>
        to the next to last  sentence of Treas. Reg.  ee  1.704-2(g)(1) and
        (i)(5), after taking into  account  thereunder any changes during
        such Fiscal Year  in partnership minimum  gain (as determined  in
        accordance with Treas. Reg.  e 1.704-2(d)) and in the minimum gain
        attributable to any partner nonrecourse debt (as determined under
        Treas. Reg. e1.704-2(i)(3)); and

                       ii.   Debit  to  such Capital  Account  the  items
        described in Treas. Reg. ee1.704-1(b)(2)(ii)(d)(4), (5) and (6).

                       iii.  This definition  of Deficit Capital  Account
        is  intended  to  comply  with  the  provisions  of  Treas.  Reg.
        ee      1.704-1(b)(2)(ii)(d)  and  1.704-2,  and  will  be  interpreted
        consistently with those provisions.

                  f.   " Delaware Act " shall  mean the  Delaware  Limited
        Liability Company Act.

                  g.   " Economic Interest " shall  mean  a  Member's  or
        Economic Interest Owner's share of the Company's Net Profits, Net
        Losses, and  distributions of  the Company's  assets pursuant  to
        this Operating  Agreement and  the Delaware  Act, but  shall  not
        include any right to participate in the management or affairs  of
        the Company,  including the  right  to vote  on, consent  to,  or
        otherwise participate in any decision of the Members.

                  h  "Economic Interest Owner" shall mean the owner of an
        Economic Interest who is not a Member.

                  i.    " Entity "  shall  mean  any general partnership
        limited  partnership,  limited  liability  company,  corporation,
        joint venture, trust, business trust, cooperative or association,
        or any foreign trust, or other organization.

                  j.  "Fiscal Year" shall mean the Company's fiscal year,
        which shall  be the  52/53  week period  ending on  the  Saturday
        closest to  September 30,  or  such other  period required  as  a
        taxable year under IRC e 706. 

                  k.  "JDM" shall mean, JDM Invest S.A., a French S.A.

                  l.  " Gifting Party " shall mean any Member or Economic
        Interest Owner who gifts,  bequeaths, or otherwise transfers  for
        no consideration (by  operation of law  or otherwise, except  for
        bankruptcy) all  or  any  part  of  its  Membership  Interest  or
        Economic Interest.

                  m.  " Interest Owner " shall mean any Member or Economic
        Interest Owner.

                  n.  "IRC" shall mean the Internal Revenue Code of 1986,
        as  amended  and  in  effect,  or  corresponding  provisions   of
        subsequent superseding federal revenue laws.

                                        2PAGE
<PAGE>
                  o.  "JV France" shall mean ThermoDess, S.A.S., a French
        S.A.S.

                  p.    " License  Agreement " shall mean the Licence
        Agreement between  the  Company  and ThermoLase  which  shall  be
        executed  and   delivered   as   ThermoLase's   Initial   Capital
        Contribution.

                  q.    " Majority  Interest "  shall  mean  one  or  
        Membership Interests which taken together exceed 50.1 percent  of
        the aggregate of all Membership Interests.

                  r.     "Majority Vote" shall  mean  a vote  of  more than
        50.1%.

                  s.   " Member " shall  mean  each  of  the  parties
        executes a counterpart  of this Operating  Agreement as a  Member
        and each of  the parties  who may  hereafter become  a Member  in
        accordance with the terms of this Operating Agreement.

                  t.  " Member's Economic Interest " shall mean, for each
        Member, the Economic Interest of that Member.

                  u.  " Membership Interest " shall mean a Member's entire
        interest in the Company including the Member's Economic  Interest
        and the right to  participate in the  management of the  business
        and affairs  of the  Company,  including the  right to  vote  on,
        consent to, or otherwise participate in any decision or action of
        or by the  Members granted pursuant  to this Operating  Agreement
        and the Delaware Act.

                  v.   " Net Profits " and  " Net Losses   " shall
        income, gain, loss, deductions, and credits of the Company in the
        aggregate or  separately stated,  as appropriate,  determined  in
        accordance with generally accepted accounting principles employed
        under the  accrual method  of  accounting at  the close  of  each
        Fiscal Year on  the Company's  information tax  return filed  for
        federal income tax purposes.

                  w.   " Operating Agreement " shall  mean this Operating
        Agreement as  originally executed  and as  amended from  time  to
        time.

                  x.  "  Person " shall mean any individual or Entity, and
        the  heirs,  executors,  administrators,  legal  representatives,
        successors, and  assigns  of the  " Person " when  the  context so
        permits.

                  y.  "Reserves" shall mean, for any fiscal period, funds
        set aside or  amounts allocated  during such  period to  reserves
        that shall  be maintained  in amounts  deemed sufficient  by  the
        Members for working  capital and  to pay  taxes, insurance,  debt
        service, or other costs or expenses incident to the ownership  or
        operation of the Company's business.
                                        3PAGE
<PAGE>
                  z.  "  Selling Party  " shall mean any Member  or Economic
        Interest Owner which  sells, assigns,  pledges, hypothecates,  or
        otherwise transfers for consideration all  or any portion of  its
        Membership Interest or Economic Interest.

                  aa.     "Supermajority Interest"    shall mean  one or more
        Membership Interests which  taken together exceed  80 percent  of
        the aggregate of all Membership Interests.

                  bb.     "Supermajority Vote" shall mean  a vote  of more
        than 80%.

                  cc.  "Territory Patent" means a European patent granted
        on  European  Patent  Application  No.  92  923298.1,  which   is
        enforceable in the Territory  and which has claims  corresponding
        in scope to the claims of U.S. Patent No. 5,425,728, and covering
        a significant portion of the  Licensed Technology (as defined  in
        the  License  Agreement)  used  in  practicing  laser-based  hair
        removal, and which,  if asserted, could  prevent the practice  in
        the Territory of  the SoftLight Procedures  for hair removal,  as
        currently practiced by ThermoLase.

                  dd.  " ThermoLase " shall mean ThermoLase Corporation, a
        Delaware corporation.

                  ee.   " Transferring Party " shall collectively mean  a
        Selling Party and a Gifting Party.

                  ff.  "Treasury Regulations" shall include all temporary
        and final regulations promulgated under  the IRC in effect as  of
        the  date  of  filing  the  Certificate  of  Formation  and   the
        corresponding section of any regulations subsequently issued that
        amend or supersede those regulations.

                  gg.    "Consolidated Venture Revenue" shall mean Direct
        Venture Revenue plus  Sublicense Revenue.   Consolidated  Venture
        Revenue  is  calculated  without   reference  to  any  sales   or
        value-added tax that may be imposed on such amounts.

                  hh.    "Direct  Venture   Revenue"        shall   mean
        consolidated  aggregate  revenues  received  from  customers   in
        respect of the  performance of  the SoftLight  Procedures in  the
        Territory (as defined in the  License Agreement) and the sale  of
        directly related products  by (i)  the Company,  (ii) JV  France,
        (iii) any  entities in  which they  own any  equity or  ownership
        interests, or  (iv)  any  entities which  are  owned,  wholly  or
        partially, directly  or indirectly,  by ThermoLase,  JDM,  D.B.C.
        Holding S.A., Franklin Holding  S.A., or any  of their direct  or
        indirect owners.

                  ii.    "Sublicense Revenue" shall  mean  the aggregate
        revenue received by  the entities listed  in 1.01(hh)(i) to  (iv)
        from any of  their sublicensees  or franchisees who  do not  fall
                                        4PAGE
<PAGE>
        into  categories   (i)  to   (iv)   above,  and   excluding   any
        inter-company payments (such as  royalty payments, fees,  service
        charges and the like) between the entities listed in (i) to  (iv)
        above.

                                   ARTICLE II

                              Formation of Company

             2.01.     Statutory Authority . The parties hereby  agree to
        form the  Company  as  a  limited  liability  company  under  and
        pursuant to the provisions of the Delaware Act.  The rights and  
        obligations of the Company, the Members and the Economic Interest
        Owners shall, except as otherwise  required by the Delaware  Act,
        be governed by this Operating Agreement.

             2.02.     Filings . Prior to the execution of this Operating
        Agreement,  a  Certificate   of  Formation   conforming  to   the
        requirements of the  Delaware Act  shall have been  filed in  the
        Office of the Secretary of State  of the State of Delaware.   The
        Company shall make such other filings and recordings and do  such
        other acts  and things  conforming  thereto as  shall  constitute
        compliance with all requirements for  the formation of a  limited
        liability company under  the Delaware  Act and the  laws of  such
        other states in which the Company elects to do business.

             2.03.   Name . The name of the Company shall be the name set
        forth in the heading of this Operating Agreement.  The affairs of
        the Company shall  be conducted  under the Company  name or  such
        other name as  the Board  of Directors may  select in  accordance
        with the Delaware Act.  The Company shall  execute and file  with
        the proper offices any and all certificates which in the judgment
        of the officers  of the  Company are required  by the  fictitious
        name or assumed name statutes of the states in which the  Company
        elects to do business. 

             2.04.   Principal Office  of  the Company  . The principal
        office of the Company shall be located at such place as the Board
        of Directors may from  time to time designate.   The Company  may
        have additional offices in such other  place or places as may  be
        selected from time to time by the Board of Directors.

             2.05.   Records to be  Maintained . The Board of  Directors
        shall at all times  keep at the  Company's principal office  such
        information and records as are  specified in the Delaware Act  or
        this Operating Agreement.

             2.06.   Registered  Office  and  Registered  Agent .    The
        Company's registered office in Delaware shall be located at  1209
        Orange Street, Wilmington,  Delaware, USA,  and the  name of  the
        Company's registered agent for service of process at such  office
        shall be CT Corporation. The Board of Directors may from time  to
        time in accordance  with the  Delaware Act  change the  Company's
        registered office  and/or registered  agent.   The Members  shall
                                        5PAGE
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        select and designate a registered office and registered agent for
        the Company in  each state in  which the Company  is required  to
        maintain or appoint one.

             2.07.    Term . The term of the  Company shall commence as of
        the date hereof and shall continue until the ninety-ninth  (99th)
        anniversary of such date, unless the Company is earlier dissolved
        in accordance  with  either  the  provisions  of  this  Operating
        Agreement or the Delaware Act.

                                   ARTICLE III

                               Business of Company

             The  business  of  the  Company  is  to  realize  the   full
        commercial value  in  the  territory set  forth  in  the  License
        Agreement of the technology licensed to the Company by ThermoLase
        through the efforts  of one  or more  authorized sublicensees  or
        franchisees.  Such activities may include developing or licensing
        improvements or related technologies,  know how, services,  trade
        and service  marks,  and  products  and  establishing  wholesale,
        retail and spa facilities and every other research,  development,
        marketing,  financing,  manufacturing  and  product  and  service
        delivery  activity  which  may  be  necessary  or  desirable   in
        connection with such  business.  Subject  to the restrictions  of
        law and in  the License Agreement  and this Operating  Agreement,
        the Company  may  do  any  and all  things  permitted  under  the
        Delaware Act.

                                   ARTICLE IV

                              Management of Company

              4.01.    Management by  Members  .  The  management of  the
        Company is fully reserved to  the Members, and the Company  shall
        not have "managers," as such term is used in the Act.  The powers
        of the Company shall be exercised  by or under the authority  of,
        and the  business and  affairs of  the Company  shall be  managed
        under the direction or authority  of, the Members who shall  make
        all  decisions   and   take   all  actions   for   the   Company.
        Notwithstanding the foregoing, the Members hereby expressly agree
        that, except to  the extent otherwise  required by non-  waivable
        provisions of applicable law or  expressly provided herein or  in
        the Certificate  of  Formation,  in  managing  the  business  and
        affairs of the  Company and  exercising its  powers, each  Member
        shall act solely through the Directors designated by such  Member
        to serve on the Board  of Directors pursuant to Section 4.02,  in
        the manner set forth in such  Section 4.02.  Except as set  forth
        in the  foregoing provisions  of this  Section 4.01 or  expressly
        provided otherwise  elsewhere  in this  Operating  Agreement,  no
        Member has the right, power or authority to act for or on  behalf
        of the  Company, to  do any  act  that would  be binding  on  the
        Company, or to incur any  expenditures on behalf of the  Company.
        Decisions or actions taken by the Members in accordance with this
                                        6PAGE
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        Operating Agreement shall constitute decisions or actions by  the
        Company and shall  be binding on  each Member, Director,  officer
        and employee of the Company.

              4.02.    Board of Directors.

                  a.   The Company shall have  a board of directors  (the
        "Board of Directors" or the "Board"), composed of directors  (the
        "Directors") designated by the Members as set forth below in this
        Section 4.02.   The  Board  of Directors  shall  be  the  highest
        governing body  of  the  Company  with  respect  to  all  matters
        relating to the  management of  the business and  affairs of  the
        Company and the exercise of its powers.  The number of  Directors
        who shall constitute the  whole Board of  Directors shall be  six
        (6).   The Directors  shall be  appointed by  ThermoLase and  the
        persons,  if  any,  to   whom  ThermoLase  has  transferred   any
        Membership Interests in accordance with the terms hereof, on  the
        one hand,  and JDM  and the  persons,  if any,  to whom  JDM  has
        transferred any Membership Interests in accordance with the terms
        hereof, on the  other hand, in  accordance with their  collective
        Membership  Interests  as  follows  (with  fractional  Membership
        Interests being rounded to the nearest whole number):
         
                  Membership Interest      Number of Directors
                  -------------------      -------------------
                       0%                  0/6
                       1% - 19%            1/6
                       20% - 48%           2/6
                       49% - 51%           3/6
                       52% - 80%           4/6
                       81% - 99%           5/6
                       100%                6/6

        _________, __________ and __________ shall serve as the Directors
        initially designated by  ThermoLase, and __________,  ___________
        and  _______________  shall  serve  as  the  Directors  initially
        designated by JDM.

                  b.   In  serving  on  the  Board  of  Directors,   each
        Director shall act solely as  an agent of the Member  designating
        such Director,  in  a representative  capacity  and not  in  such
        Director's individual capacity.  Each Director shall devote  only
        such time to the affairs of the Company as such Director may,  in
        his sole discretion, deem necessary  or advisable for the  proper
        discharge of his  duties as  a Director hereunder.   Each  Member
        hereby  (i) acknowledges   that   each   Director   has   certain
        responsibilities to the Member designating  him as a Director  as
        set forth herein,  and (ii) agrees  that each  Director shall  be
        entitled to spend such time as may be necessary or appropriate to
        discharge such responsibilities.   Directors need not be  Members
        of the Company.

                  c.   Each Director shall hold  office until his  death,
        resignation or removal in accordance with the provisions hereof.
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<PAGE>
                  d.   Any Director may resign by delivering his  written
        resignation to (i) the officer  of the Company designated by  the
        Board of  Directors to  receive such  resignations, or  (ii)  the
        Board.  Such resignation shall  be effective upon receipt  unless
        it is specified to  be effective at some  other time or upon  the
        happening of some other event.

                  e.   Any Director may be removed  at any time, with  or
        without cause,  by the  Member which  designated such  person  as
        Director as set forth in Section 4.02(a) or 4.02(f), as the  case
        may be, by delivering written notice  of such removal to (i)  the
        officer of the Company  designated by the  Board of Directors  to
        receive such notices, and (ii)  each other Member.  Such  removal
        shall be effective upon the giving of the notice specified in the
        preceding sentence to each  Person entitled thereto, unless  such
        notice is specified to  be effective at some  other time or  upon
        the happening of some other event.

                  f.   Any vacancy on  the Board  of Directors  resulting
        from the death, resignation or  removal of any Director shall  be
        filled,  as  promptly  as   practicable,  by  the  Member   which
        designated the  Director whose  position  has become  vacant,  by
        designating a replacement Director in  a written notice given  to
        (i) the officer designated by  the Board of Directors to  receive
        such notices, and (ii) each other Member.  Such designation of  a
        replacement Director shall be   effective upon the giving of  the
        notice  specified  in  the  preceding  sentence  to  each  Person
        entitled thereto, unless such notice is specified to be effective
        at some other time or upon the happening of some other event.

                  g.   Regular meetings of the Board of Directors may  be
        held with or without  notice at such time  and place as shall  be
        determined from time to time by the Board of Directors;  provided
        that any Director who is absent when such a determination is made
        shall be given notice of the determination.  Special meetings  of
        the Board  of  Directors  may  be held  at  any  time  and  place
        designated in a call by any two Directors.  Notice of any special
        meeting of  Directors  shall  be  given to  each  Director  by  a
        Director calling the meeting or by the officer designated by  the
        Board for  such duty,  as the  case  may be.   Any  Director  may
        participate in  any meeting  by  telephone or  video  conference,
        provided that all parties are  able to hear one another  clearly.
        Notice of meetings shall  be duly given to  each Director (i)  by
        giving notice to such Person in  person or by telephone at  least
        72 hours in advance of the  meeting, (ii) by sending a  telegram,
        telex or facsimile transmission, or delivering written notice  by
        hand, to his  last known  business or  home address  at least  72
        hours in advance of the meeting, or (iii) by sending by reputable
        international overnight delivery service (such as Federal Express
        or DHL) written notice to his last known business or home address
        at least five  (5) business days  in advance of  the meeting.   A
        notice or waiver of notice of a meeting of the Board of Directors
        need not specify the purposes of the meeting.  Directors shall be
        entitled to waive any notice required  to be given hereunder.   A
                                        8PAGE
<PAGE>
        Director's attendance at or participation  in a meeting shall  be
        deemed to constitute a waiver of any notice of such meeting which
        was not given to such Director.

                  h.   At any  meeting of  the  Board of  Directors,  the
        Majority Vote of all Directors  then in office shall be  required
        and sufficient to  take any  action, unless a  different vote  is
        specified by law, the Certificate of Formation or this  Operating
        Agreement.  In the event of a deadlock of Directors which  cannot
        be resolved  pursuant  to  good faith  negotiations  between  the
        parties, the deadlock resolution provisions of Article IX  hereof
        shall apply.

                  i.   Directors  or   any  members   of  any   committee
        designated by the Directors may  participate in a meeting of  the
        Board of  Directors  or such  committee  by means  of  conference
        telephone or similar communications  equipment by means of  which
        all persons participating in the meeting can hear each other, and
        participation by such means  shall constitute presence in  person
        at such meeting.  Any action required or permitted to be taken at
        any meeting of the Board of Directors or of any committee of  the
        Board of Directors may be taken without a meeting, if all of  the
        members of the Board or committee, as the case may be, who  would
        be empowered  to take  the  relevant action  at a  duly  convened
        meeting of the Board or committee, as the case may be, consent to
        the action in writing,  and the written  consents are filed  with
        the minutes of proceedings of the Board or committee.

                  j.   The  Board  of   Directors  may,  by   resolution,
        designate one or  more committees, each  committee to consist  of
        one or more of the Directors of the Company.  Any such committee,
        to the  extent  provided  in  the  resolution  of  the  Board  of
        Directors and subject to  the provisions of  the Act, shall  have
        and may exercise all  the powers and authority  of the Board   of
        Directors in the management  of the business  and affairs of  the
        Company; provided, however,  that no  committee of  the Board  of
        Directors shall have any power  or authority with respect to  any
        matter requiring a Supermajority Vote  of the Board of  Directors
        hereunder unless such committee's  grant of powers and  authority
        was made  by  a  Supermajority  Vote  of  the  Board.  Each  such
        committee shall keep minutes and  make such reports as the  Board
        of Directors may from time to time request.  Except as the  Board
        of Directors  may otherwise  determine,  any committee  may  make
        rules for  the  conduct of  its  business, but  unless  otherwise
        provided by the Directors or in such rules, its business shall be
        conducted as nearly as possible in the same manner as is provided
        in this Operating Agreement for the Board of Directors.

                  k.   Directors will not be paid compensation for  their
        services; but they may receive such reimbursement for expenses of
        attendance at meetings as the Board of Directors may from time to
        time determine.  No such payment shall preclude any Director from
        serving the Company or any  of its parent or subsidiary  entities

                                        9PAGE
<PAGE>
        in  any  other  capacity  and  receiving  compensation  for  such
        service.

                  l.   To the fullest  extent permitted  by the  Delaware
        Act and other applicable law, and to the extent not  inconsistent
        with the specific provisions of  this Operating Agreement or  the
        Certificate of Formation, it is the intention of the parties that
        the Board of  Directors shall act  collectively, and no  Director
        acting individually  in his  capacity  as such  (but not  in  his
        capacity, if any, as  an officer of the  Company) shall have  any
        right or authority to bind the  Company.  Except as the Board  of
        Directors may  generally  or  in any  particular  case  otherwise
        authorize, and subject to the other provisions of this  Operating
        Agreement and  the Certificate  of Formation,  the Directors  may
        designate an officer  or officers  of the Company  to execute  on
        behalf of the Company any deeds, leases, contracts, bonds, notes,
        checks, drafts and other instruments and documents.

                  m.   Each Member may designate up to two (2) persons as
        Advisors to the Company.  Advisors shall be entitled to notice of
        and attendance at meetings of the Board, but shall have no  right
        to vote or to exercise any authority with respect to the Company.
        A Member may  designate and  remove Advisors upon  notice to  the
        Board of Directors.  In  addition, upon the unanimous consent  of
        all Members, any Member may  invite any other person to  observe,
        but not participate in, Board Meetings.

              4.03.    Officers.

                  a.   The Board of Directors  may designate one or  more
        individuals to be Officers of the Company.  No Officer need be  a
        resident of  the  State of  Delaware  or a  Director  or  Member.
        Officers are not "managers" as such term is used in the  Delaware
        Act.  Officers shall have such authority and perform such  duties
        as the  Board  of  Directors  may  delegate  to  them;  provided,
        however, that, if the Board  determines to establish any  officer
        position  with  a  title  expressly  referenced  in  the  General
        Corporation Law of the State of Delaware, such officer shall,  to
        the maximum extent possible,  unless otherwise determined by  the
        Board  of  Directors,  have  the    duties  and  responsibilities
        associated  with  such   officer  position   under  the   General
        Corporation Law  of the  State  of Delaware.    Any two  or  more
        offices may be held by the same person.

                  b.   Except  as  otherwise  provided  by  law,  by  the
        Certificate of  Formation or  by this  Operating Agreement,  each
        officer  shall  hold  office  until  his  death,  resignation  or
        removal, unless a different  term is specified  in the action  of
        the Board of Directors designating  him.  Any officer may  resign
        by delivering his written resignation to the Board of  Directors.
        Such resignation shall  be effective  upon receipt  unless it  is
        specified to  be  effective  at  some  other  time  or  upon  the
        happening of some other event.  Any officer may be removed at any
        time, with or without cause, by action of the Board of Directors.
                                       10PAGE
<PAGE>
                  c.   Except as  the Board  of Directors  may  otherwise
        determine, no officer who  resigns or is  removed shall have  any
        right to any compensation as an officer for any period  following
        his resignation or removal, or any right to damages on account of
        such removal, whether his compensation be by the month or by  the
        year or otherwise, unless such compensation is expressly provided
        in a duly authorized written agreement with the Company.

             4.04.  Actions of the Board.

                  (A)  Notwithstanding any  provision in  this  Operating
        Agreement to the  contrary, the following  decisions and  actions
        require a Supermajority Vote of the Board of Directors:

                  a.   causing  or permitting  the  Company to  take  any
        action, other than as set forth in Article IX, which would  alter
        the ratio  of ThermoLase's  Economic Interest  to JDM's  Economic
        Interest; or

                  b.    causing  or  permitting  the  Company  to  become
        bankrupt (but this  provision shall not  be construed to  require
        any Member  to  ensure  the  profitability  or  solvency  of  the
        Company).

                  (B)  Notwithstanding any  provision in  this  Operating
        Agreement to the  contrary, the following  decisions and  actions
        require a Majority Vote of the Board of Directors:

                  a.   causing  or  permitting the  Company  to  grant  a
        sublicense under the License Agreement; 

                  b.  approving the annual budget of the Company;

                  c.  incurring  any expenditure,  indebtedness, or  cash
        reserve in  the individual  or aggregate  case which  is (i)  not
        provided for in an approved  annual operating budget and  greater
        than $100,000,  or (ii)  if such  amount is  (A) in  an  approved
        annual operating budget but  more than 120%  of the amount  shown
        therefor and (B) more than $100,000;

                  d.  causing or permitting the Company (i) to be a party
        to a merger, consolidation, share exchange, interest exchange  or
        other transaction authorized by or  subject to the provisions  of
        e    18-209 of the  Delaware Act or  (ii) to convert  into any  other
        type of Entity; 

                  e.  causing the Company to initiate or defend any legal
        action;

                  f.  causing the Company to amend materially the License
        Agreement  or  any   sublicense  agreement   under  the   License
        Agreement;
                                       11PAGE
<PAGE>
                  g.   causing the  Company  to engage  in any  trade  or
        business in the United States.

             4.05.  Related  Party  Transactions    .    Other  than
        transactions  contemplated  or  required   by  (a)  the   License
        Agreement,  including  the  sublicense  of  certain  rights   and
        technology to JV France, (b) the supply of certain products to JV
        France by ThermoLase  and Franklin Holding  pursuant to a  Supply
        Agreement acceptable to ThermoLase and Franklin Holding, and  (c)
        the  provision  by  ThermoLase  of  certain  administrative   and
        accounting  services  to  the  Company  pursuant  to  a  services
        agreement reasonably  acceptable to  JDM, the  Company shall  not
        enter into, engage  in or  waive or  amend any  rights under  any
        transaction, contract, agreement or arrangement in which a Member
        (a "Related  Member"), an  officer or  employee of  such  Related
        Member, an affiliate of any of the foregoing, or a person related
        by blood or  marriage to  any of  the foregoing  has an  interest
        unless other  Members  holding at  least  50% of  the  Membership
        Interests  of  the  Company,   excluding  the  Related   Member's
        Membership Interest,  consent  to  such  transactions,  contract,
        agreement or arrangement.

             4.06.  Prohibited Acts.  No Member shall cause or permit the
        Company to enter  into or  engage in  any transaction,  contract,
        agreement or arrangement that (i)  is unrelated to the  Company's
        purpose (as  set  forth in  Article  III above),  (ii)  otherwise
        contravenes  the  Certificate  of  Formation  or  this  Operating
        Agreement, or  (iii) would  make it  impossible to  carry on  the
        ordinary business of the Company.

             4.07.  Duties of  the  Parties  .  The  Members' respective
        obligations to each other are limited to the express  obligations
        described in this Operating Agreement, the License Agreement, the
        By-laws and Shareholders  Agreement of JV  France, and the  other
        agreements expressly  described  herein,  which  obligations  the
        Members shall carry out  with ordinary prudence  and in a  manner
        characteristic of business persons in similar circumstances.   No
        Member shall be a fiduciary of or have any fiduciary  obligations
        to the  other Members  in  connection with  the Company  or  this
        Operating  Agreement  or   such  Member's   performance  of   its
        obligations under  this  Operating  Agreement,  and  each  Member
        hereby waives to the fullest  extent permitted by applicable  law
        any  rights  it  may  have  to  claim  any  breach  of  fiduciary
        obligation under this Operating  Agreement or in connection  with
        the Company.

             4.08.  Indemnification.

                  a.  Except  in cases  of infringement as  set forth  in
        Article XI below, each of the Directors and each of the  Members,
        and its direct and indirect owners (each, an "Indemnitee"), shall
        be indemnified by the  Company under the following  circumstances
        and in the manner and to the extent indicated:

                                       12PAGE
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                       i.    In  any  threatened, pending,  or  completed
        action, suit or  proceeding to which  an Indemnitee was  or is  a
        party, or is threatened to be made a party (other than an action,
        suit or proceeding by or in the right of the Company),  involving
        an alleged cause of action for damages arising out of, or in  any
        way connected with, the manner in which the Indemnitee  conducted
        the Company's  business or  exercised its  rights hereunder,  the
        Company shall indemnify the Indemnitee, or its direct or indirect
        owner as  the  case  may  be,  against  all  expenses,  including
        attorneys'  fees,  judgments,  and  amounts  paid  in  settlement
        actually and reasonably incurred by the Indemnitee in  connection
        with such  action,  suit or  proceeding  if, in  the  transaction
        giving rise to  such action, suit  or proceeding, the  Indemnitee
        acted in good  faith and  in a manner  the Indemnitee  reasonably
        believed to be in, or not  opposed to, the best interests of  the
        Company and the Indemnitee's conduct in such transaction did  not
        constitute gross negligence,  willful or wanton  misconduct or  a
        breach of  the Indemnitee's  fiduciary obligations  to the  other
        Members.  The termination  of any action,  suit or proceeding  by
        judgment, order  or settlement  shall not,  of itself,  create  a
        presumption that the Indemnitee did not act in good faith and  in
        a manner which the  Indemnitee reasonably believed  to be in,  or
        not opposed to, the best interests of the Company.

                       ii.   In  any  threatened,  pending  or  completed
        action, suit or proceeding by or  in the right of the Company  to
        which an Indemnitee  was or is  a party, or  is threatened to  be
        made a party, involving  an alleged cause  of action for  damages
        arising out of, or in any way connected with, the manner in which
        the Indemnitee  managed  or was  deemed  to manage  the  internal
        affairs of the Company as prescribed by this Operating  Agreement
        or by  the  Delaware  Act,  or  both,  or  exercised  its  rights
        hereunder, the Company shall indemnify the Indemnitee against all
        expenses, including  attorneys'  fees,  actually  and  reasonably
        incurred by the Indemnitee in  connection with such action,  suit
        or proceeding if, in the transaction giving rise to such  action,
        suit or proceeding, the Indemnitee did not violate its  fiduciary
        duties and acted  in good faith  and in a  manner the  Indemnitee
        reasonably believed to be in  the best interests of the  Company,
        except that no indemnification  shall be made  in respect of  any
        claim, issue, or  matter as  to which the  Indemnitee shall  have
        been adjudged to be liable for negligence, misconduct, or  breach
        of the Indemnitee's fiduciary obligations, unless and only to the
        extent that the court  in which such  action, suit or  proceeding
        was brought shall  determine upon application  that, despite  the
        adjudication of liability but in view of all circumstances of the
        case,  the  Indemnitee  is  fairly  and  reasonably  entitled  to
        indemnity for such expenses which such court shall deem proper.

                  b. Except  in cases  of infringement  as set  forth  in
        Article  XI  below,  each  officer   of  the  Company  shall   be
        indemnified  by  the  Company   against  all  judgments,   fines,
        settlement payments and expenses, including reasonable attorneys'
        fees, paid or incurred in connection with any claim, action, suit
                                       13PAGE
<PAGE>
        or proceeding, civil or criminal, to  which he may be a party  or
        with which he may be threatened by reason of his being or  having
        been an officer of the Company, or, at its  request, a  director,
        officer, stockholder  or member  of any  other company,  firm  or
        association of which  the Company  is a  stockholder, member,  or
        creditor and by which he is  not so indemnified, or by reason  of
        any action or omission by him in such capacity, whether or not he
        continues to be an officer at the time of incurring such expenses
        or at the time the  indemnification is made.  No  indemnification
        shall be made hereunder (a) with respect to payments and expenses
        incurred in relation to matters as  to which he shall be  finally
        adjudged in such action, suit or proceeding not to have acted  in
        good faith and in  the reasonable belief that  his action was  in
        the best interests of the Company or (b) if otherwise  prohibited
        by law.   To the extent  permitted under local  law, the  Company
        shall cause each of its  subsidiaries to have in the  appropriate
        organizational document  of  such subsidiary  an  indemnification
        provision substantially similar to the indemnification provisions
        set forth in this section 4.08(b).

                  c.  The foregoing  rights of indemnification shall  not
        be exclusive of  other rights  to which any  Member, director  or
        officer may otherwise be entitled and shall inure to the  benefit
        of the executor or administrator of such director or officer.

                                    ARTICLE V

                  Contributions to Capital and Capital Accounts

             5.01.  Initial Capital.

                  a.  Each Member shall contribute to the capital of  the
        Company the amount of money or property set forth or described on
        Exhibit A  as its  Initial  Capital Contribution  opposite  that
        Member's name at the times set forth on  Exhibit A , provided that
        the Percentage  Interests  in  respect of  such  Initial  Capital
        Contributions shall accrue to the  Members on the effective  date
        of this Agreement.

                  b.  JDM represents and warrants to ThermoLase that  set
        forth on    Exhibit B is a true,  correct and complete list of the
        direct and  indirect  owners of  JDM  (up to  Franklin  Holdings,
        S.A.), together with  a true,  correct and complete  list of  the
        direct and indirect owners of such direct and indirect owners  of
        JDM, as of the effective date  of this Operating Agreement.   JDM
        covenants to ThermoLase that JDM shall not admit new stockholders
        to itself (except nominees  holding one single  share each up  to
        seven  shareholders  in  order  to  satisfy  French  company  law
        requirements) and shall  cause each  of its  stockholders not  to
        transfer all  or any  part of  its stockholders  interest in  JDM
        without ThermoLase's prior written consent, which shall be within
        its  sole  discretion.    Each  of  the  persons  executing  this
        Agreement as a JDM Owner covenants to ThermoLase that such person
        shall not transfer all or any  part of its ownership interest  in
                                       14PAGE
<PAGE>
        JDM, D.B.C. Holding, S.A., JV France, Franklin Holding, S.A.,  or
        any  of  its   or  their  direct   or  indirect  owners   without
        ThermoLase's prior  written consent,  which shall  be within  its
        sole discretion. Notwithstanding the foregoing, ThermoLase agrees
        that (i) the shareholders of JDM shall have the right to transfer
        shares of  JDM among  themselves (but  not to  any third  party),
        provided that  Franklin Holdings,  S.A. at  no time  reduces  its
        ownership interest in  JDM below  50%; (ii)  the shareholders  of
        D.B.C. Holding, S.A. shall have  the right to transfer shares  of
        D.B.C.  Holding,  S.A.  among themselves, provided that  Franklin
        Holding S.A. does not reduce its ownership of shares of  Franklin
        Holdings,  S.A.  below  50.1%  of  the  total  shares  of  D.B.C.
        Holdings, S.A.; (iii) the  shareholders of Franklin Holding  S.A.
        shall have the right to transfer shares of Franklin Holding, S.A.
        among themselves or to offer  shares of Franklin Holding S.A.  to
        the public or to  sell shares of Franklin  Holding S.A. to  third
        parties, to the extent that the JDM Owners, their next of kin and
        current or future executives  and employees of Franklin  Holding,
        S.A. or companies controlled by Franklin Holding, S.A. retain  at
        least 50.1% of the  capital stock and  voting rights of  Franklin
        Holding, S.A.,  and  (iv)  the  JDM  Owners  may  transfer  their
        ownership interests in JDM, JV France, Franklin Holding, S.A., or
        any of its or their direct or indirect owners as required by  the
        laws of estate or family devolution.

                  c.   ThermoLase represents  and  warrants to  JDM  that
        ThermoLase is controlled by Thermo Electron Corporation,  through
        one or more  direct or indirect  subsidiaries of Thermo  Electron
        Corporation. ThermoLase  agrees that  it shall  not, without  the
        prior written consent of  JDM, effect a  change in its  ownership
        that would  result  in  Thermo Electron  Corporation  not  having
        direct or  indirect  (through  one  or  more  subsidiaries)  over
        ThermoLase.

             5.02.  Additional Capital Contributions . Except as  set
        forth in section 5.01 or 5.03(g)  no Member shall be required  to
        make any Capital Contributions. 

             5.03.  Capital Accounts.  A separate Capital Account will be
        maintained for each Interest Owner. 

                  a.   Each  Interest  Owner's Capital  Account  will  be
        increased by:

                       i.    The  amount  of  money  contributed  by  the
        Interest Owner to the Company;

                       ii.  The fair market value of property contributed
        by the Interest Owner to the Company (net of liabilities  secured
        by such contributed  property that the  Company is considered  to
        assume or take subject to under IRC e 752); and

                       iii.    Allocations  to  the  Interest  Owner   of
        partnership income  and gain  (or items  thereof), including  tax
                                       15PAGE
<PAGE>
        exempt income, and taking into account income and gain  described
        in Treas. Reg. e 1.704-1(b)(2)(iv)(g). 

                  b.   Each  Interest  Owner's Capital  Account  will  be
        decreased by:

                       i.    The  amount  of  money  distributed  to  the
        Interest Owner by the  Company or withdrawn  from the Company  by
        the Interest Owner;

                       ii.  The fair market value of property distributed
        to the Interest Owner by the Company (net of liabilities  secured
        by  such  distributed  property  that  such  Interest  Owner   is
        considered to assume or take subject to under IRC e 752);
         
                       iii.    Allocations  to  the  Interest  Owner   of
        expenditures described in IRC e 705(a)(2)(B); and

                       iv.  Allocations  to the account  of the  Interest
        Owner of Company loss and deduction as set forth in the  relevant
        Treasury Regulations, taking into account adjustments to  reflect
        book value under Treas. Reg. e 1.704-1(b)(2)(iv)(g).

                  c.  In the event of  a permitted sale or exchange of  a
        Membership Interest or an Economic  Interest in the Company,  the
        Capital Account  of  the  transferor  shall  become  the  Capital
        Account of  the  transferee  to  the extent  it  relates  to  the
        transferred  Membership   Interest   or  Economic   Interest   in
        accordance with Treas. Reg. e 1.704-1(b)(2)(iv).

                  d.   Any adjustments  to  Capital Accounts  to  reflect
        revaluations of the Company's property shall be made as follows:

                       i.  In the case  of a distribution of  appreciated
        or  depreciated  property  to  an  Interest  Owner,  the  Capital
        Accounts shall first be adjusted  to reflect the manner in  which
        the unrealized income, gain, loss, and deduction inherent in such
        property (that has  not been  reflected in  the capital  accounts
        previously) would be allocated among the Interest Owners if there
        were a taxable disposition of  such property for the fair  market
        value of such property on the date of distribution, in accordance
        with Treas. Reg. e 1.704-1(b)(2)(iv)(e).

                       ii.  The Capital  Accounts of the Interest  Owners
        may,  upon  the  determination  of  a  Majority  Interest  for  a
        substantial non-tax business  purpose, be adjusted  to reflect  a
        revaluation of Company property (including intangible assets such
        as goodwill) in connection with any one or more of the  following
        events:  (A) the contribution  of money or other property  (other
        than a  de minimis amount) to  the Company by  a new or  existing
        Interest  Holder  as  consideration  for  an  Economic  Interest;
        (B) the liquidation of the Company or a distribution of money  or
        other property (other than a de minimis amount) by the Company to
        a retiring or continuing partner as consideration for an Economic
                                       16PAGE
<PAGE>
        Interest; or  (C) under  generally accepted  industry  accounting
        practices, provided substantially all  of the Company's  property
        (excluding money) consists of  securities readily tradable on  an
        established securities  market.   Revaluations pursuant  to  this
        section 5.03(d)(ii) shall be made in accordance with Treas.  Reg.
        e 1.704-1(b)(2)(iv)(f).

                  e.   The manner  in which  Capital Accounts  are to  be
        maintained pursuant to  this section 5.03  is intended to  comply
        with  the  requirements   of IRC e 704(b) and  the   Treasury
        Regulations promulgated thereunder.   If  in the  opinion of  the
        Company's accountants the manner in which Capital Accounts are to
        be maintained  pursuant  to  the  preceding  provisions  of  this
        section should be modified  to comply with IRC   e 704(b) and the
        Treasury Regulations thereunder,  then, notwithstanding  anything
        to the contrary  contained in  the preceding  provisions of  this
        section 5.03, the method in which Capital Accounts are maintained
        shall be so  modified; provided,  however, that  any such  change
        pursuant to this section  5.03(e) in the  manner of   maintaining
        Capital  Accounts  shall  not   materially  alter  the   economic
        agreement between or among the Members.

                  f.  Upon  liquidation of the  Company (or any  Member's
        Membership  Interest  or   Economic  Interest  Owner's   Economic
        Interest), liquidating distributions will  be made in  accordance
        with section 10.03.

                  g.  Except  as otherwise required  by the Delaware  Act
        (and subject  to sections  5.01  and 5.02  above), no  Member  or
        Economic Interest Owner shall have  any liability to restore  all
        or any portion of a deficit  balance in the Member's or  Economic
        Interest Owner's Capital Account. If such restoration is required
        by the Delaware Act, amounts payable pursuant to such restoration
        shall be payable by the  Members in proportion to their  Economic
        Interests; provided that this provision is for the benefit of the
        Members and not for the benefit  of third party creditors of  the
        Company.

             5.04.   Withdrawal or Reduction of Members' Contributions to
        Capital  .   A  Member  shall  not receive  out  of  the  Company's
        property any part of its Capital Contribution until:

                  (i) all liabilities of the Company, except  liabilities
        to Members on account of  their Capital Contributions, have  been
        paid or there remains property  of the Company sufficient to  pay
        them;

                  (ii)  the  consent of  all Members is  had, unless  the
        return of  the Capital  Contribution may  be rightfully  demanded
        under the Delaware Act; or

                  (iii)  the Certificate of  Formation is canceled or  so
        amended as to set out the withdrawal or reduction.

                                       17PAGE
<PAGE>
                                   ARTICLE VI

                          Allocations and Distributions


             6.01.   Allocations of Profits  and Losses from  Operations .
        All items of  income, loss,  deduction or credit  of the  Company
        shall be allocated among the Interest Owners according to and  in
        proportion with their respective Economic Interests.

             6.02.   Tax and Special  Allocations . For U.S. tax purposes
        only, except as provided  below or as  otherwise required by  the
        IRC or  Treasury Regulations  promulgated thereunder  (including,
        without  limitation,  Treasury  Regulations  e      1.704-1  and
        1.704-2), Company income, gain, loss, deduction, credit and other
        partnership items, as computed  for federal income tax  purposes,
        shall be allocated among the Economic Interest Owners in the same
        manner as the corresponding book items are allocated pursuant  to
        section 6.01.  In order that Company allocations have substantial
        economic effect  under  the  IRC and  Treasury  Regulations,  the
        following  additional   rules  shall   apply  with   respect   to
        allocations for tax purposes:

                  a.    In  accordance   with  IRC  e    704(c)(1)(A)  a
        regulations issued thereunder, if  a Member contributes  property
        with a fair market value that differs from its adjusted basis  at
        the time  of contribution,  income,  gain, loss,  and  deductions
        attributable to the property shall, solely for federal income tax
        purposes, be allocated among  the Interest Owners  so as to  take
        account of  any  variation  between the  adjusted  basis  of  the
        property to the Company and its fair market value at the time  of
        contribution.

                  b.   If any  Interest Owner  unexpectedly receives  any
        adjustments, allocations,  or distributions  described in  Treas.
        Reg.   e   1.704-1(b)(2)(ii)(d)(4),  (5)  or  (6)  which  create
        increase a Deficit  Capital Account  of the  Interest Owner,  the
        items of  Company  income and  gain  (consisting of  a  pro  rata
        portion of each item of  Company income, including gross  income,
        and gain for such Fiscal  Year and, if necessary, for  subsequent
        Fiscal Years) shall be specially credited to the Capital  Account
        of the  Interest Owner  in  an amount  and manner  sufficient  to
        eliminate, to the  extent required by  the Treasury  Regulations,
        the Deficit Capital  Account so created  as quickly as  possible.
        It is  intended  that  this section  6.02(b)  be  interpreted  to
        constitute a "qualified  income offset"  and to  comply with  the
        alternate test  for  economic effect  set  forth in  Treas.  Reg.
        e 1.704-1(b)(2)(ii)(d).

                  c.  If any Interest Owner would have a Deficit  Capital
        Account at the end of any Fiscal  Year which is in excess of  the
        sum of any amount that the Interest Owner is obligated to restore
        to the Company under Treas.  Reg. e  1.704-1(b)(2)(ii)(c) and the
        Interest Owner's share of minimum gain as defined in Treas.  Reg.
                                       18PAGE
<PAGE>
        e 1.704-2(g)(1)(which is also treated as an obligation to restore
        in accordance  with  Treas.  Reg. e  1.704-1(b)(2)(ii)(d)),  the
        Capital Account of the Interest Owner shall be specially credited
        with items of Company income (including gross income) and gain in
        the amount of the excess as quickly as possible.

                  d.  No allocation of loss or deduction shall be made to
        an Interest  Owner  to  the  extent  such  allocation  causes  or
        increases a Deficit  Capital Account  balance at the  end of  the
        Fiscal Year  to  which  such allocation  relates;  such  loss  or
        deduction shall  instead be  allocated among  the other  Interest
        Owners in accordance  with their Economic  Interests, subject  to
        the limitations of this section 6.02(d).

                  e.  Non-recourse deductions (as defined in Treas.  Reg.
        e  1.704-2(b)(1))  shall  be  allocated  in  accordance  with  the
        Interest  Owners'  respective  Economic  Interests,  pursuant  to
        Treas.   Reg.   e     1.704-2(e)(2).  Non-recourse deductions
        attributable to Interest Owner  non-recourse debt (as defined  in
        Treas. Reg. e 1.704-2(b)(4)) shall be allocated  to the Interest
        Owner or Interest Owners that bear the economic risk of loss  for
        such debt in accordance with Treas. Reg. e 1.704-2(i)(1).

                  f.    If  there  is  a  net  decrease  in  "partnership
        [Company] minimum gain"  as defined in  Treas. Reg.  e 1.704-2(d)
        during a Fiscal Year, each Interest Owner with a share of Company
         minimum gain  as of the  beginning of the  Fiscal Year shall  be
        allocated items of Company income  and gain for such Fiscal  Year
        (and, as necessary, for subsequent years) equal to that  Interest
        Owner's share  of the  decrease in  Company minimum  gain.   This
        paragraph is intended to and  shall in all events be  interpreted
        and applied  so  as to  constitute  a "minimum  gain  chargeback"
        within the  meaning of  Treas. Reg.  e 1.704-2(f).   If,  in any
        Fiscal Year that the Company has a net decrease in the  Company's
        minimum gain, the minimum gain chargeback requirement would cause
        a distortion  in  the  economic arrangement  among  the  Interest
        Owners and  it  is  not  expected  that  the  Company  will  have
        sufficient other income to  correct that distortion, the  Company
        may (and shall, if requested to do  so by a Member) seek to  have
        the  IRS  waive  the  minimum  gain  chargeback  requirement   in
        accordance with Treas. Reg. e 1.704-2(f)(4).

                  g.  If there  is a net  decrease in "partner  [Interest
        Owner] non-recourse debt minimum gain" as defined in Treas.  Reg.
        e  1.704-2(i)(3) during a Fiscal Year, each Interest Owner with a
        share of Interest Owner non-recourse debt minimum gain as of  the
        beginning of the Fiscal Year shall be allocated items of  Company
        income and  gain for  such Fiscal  Year (and,  as necessary,  for
        subsequent years) equal to that Interest Owner's share of the net
        decrease in Interest Owner non-recourse debt minimum gain.   This
        paragraph is intended to and  shall in all events be  interpreted
        and applied  so  as  to  constitute  "partner  non-recourse  debt
        minimum gain  chargeback" within  the meaning  of Treas.  Reg.  e
        1.704-2(i)(4).
                                       19PAGE
<PAGE>
                  h.  All  recapture of income  tax deductions  resulting
        from sale or disposition of  Company property shall be  allocated
        to the Interest Owner(s) to whom the deduction that gave rise  to
        the recapture was  allocated hereunder  to the  extent that  gain
        from the sale or other  disposition of the property is  allocated
        to such Interest Owner(s).

                  i.  An Interest Owner's share of the liabilities of the
        Company shall  be determined  under IRC  e  752 and  the Treasury
        Regulations promulgated thereunder. 

                  j.  Income, gain, loss,  and deduction with respect  to
        property contributed to the Company by an Interest Owner shall be
        allocated in  accordance  with  IRC   e 704(c) and  the  Treasury
        Regulations promulgated thereunder.

             6.03.  Distributions.  Except as provided  in section 10.03
        of this Operating Agreement, all  distributions of cash or  other
        property shall be as follows:

                  a.  All distributions by  the Company shall be made  to
        the Interest  Owners pro  rata in  proportion to  the  respective
        Economic Interests of the Interest  Owners on the record date  of
        the distribution. 

                  b.  All  amounts withheld  pursuant to the  IRC or  any
        provisions  of  state  or  local  tax  law  for  any  payment  or
        distribution to the  Interest Owners  from the  Company shall  be
        treated as amounts distributed to the relevant Interest Owner  or
        Interest Owners pursuant to this section 6.03. 

                  c.   No distribution  shall be  made pursuant  to  this
        section 6.03 unless, after the  distribution is made, the  assets
        of the Company are in excess  of all liabilities of the  Company,
        except any liabilities to Interest  Owners with respect to  their
        capital contributions.

                  d.  No Interest Owner shall be entitled to interest  on
        its  Capital   Contribution  or   to   return  of   its   Capital
        Contribution, except as  otherwise specifically  provided for  in
        this Operating Agreement.

                  e.  Nothing in  this Operating Agreement shall  prevent
        any Interest Holder from making secured or unsecured loans to the
        Company by agreement with the Company.

                  f.  Subject to the foregoing provisions of this section
        6.03, the  Board  of Directors  shall  determine the  amount  and
        timing of distributions, provided, however that the Company shall
        no later than ninety (90) days after the end of each Fiscal  Year
        distribute all Distributable Funds of the Company with respect to
        the preceding  Fiscal  Year.    For  purposes  of  this  section,
        "Distributable Funds" means all  cash received (or released  from
                                       20PAGE
<PAGE>
        reserves) by the  Company during any  Fiscal Year (including  all
        interest income from  temporary investments made  by the  Company
        pending utilization, investment, or distribution by the Company),
        less (i) amounts paid  or reserved to pay  all costs or  expenses
        incurred by the Company during such period, (ii) amounts paid  or
        reserved for  payment of  any indebtedness  or liability  of  the
        Company, and (iii) amounts used to create or increase reserves as
        the Board of Directors may  determine for the discharge of  known
        or  existing  liabilities  or  obligations  of  the  Company   or
        otherwise for the Company's present or future obligations,  needs
        or business opportunities.


                                   ARTICLE VII

                                 Transferability

             7.01.    General . Except as  otherwise specifically provided
        in this  Operating Agreement,  or as  approved by  the  unanimous
        consent of the Members, neither a Member nor an Economic Interest
        Owner shall have the right to:

                  a.    sell,  assign,  pledge,  hypothecate,   transfer,
        exchange or otherwise  transfer for consideration  (collectively,
        "Sell") all or any  part of its  Membership Interest or  Economic
        Interest; or

                  b.    gift,  bequeath  or  otherwise  transfer  for  no
        consideration (whether or not by operation of law, except in  the
        case of bankruptcy)  all or  part of its  Membership Interest  or
        Economic Interest.

             7.02 a.   Any sale  or  gift  of a  Membership  Interest  or
        Economic Interest or  admission of  a Member  in compliance  with
        this Article VII shall be deemed effective as of the last day  of
        the fiscal month in which the remaining Members' consent  thereto
        was given.  The   Selling Party agrees,  upon the request of  the
        remaining Members, to execute such certificate or other documents
        and perform such other acts as may be reasonably requested by the
        remaining Members from time to time in connection with such sale,
        transfer, assignment, or substitution.  The Selling Party  hereby
        indemnifies the Company and the remaining Members against any and
        all loss, damage, or expense (including, without limitation,  tax
        liabilities  or  loss  of  tax  benefits)  arising  directly   or
        indirectly from any transfer  or purported transfer in  violation
        of this Article VII.

                  b.  The provisions of this Section 7.01 shall not apply
        to a transfer made  pursuant to the terms  and conditions of  the
        Option Agreement dated as of the effective date of this Operating
        Agreement between ThermoLase and JDM.

                  c.   Any sale  or  gift  of a  Membership  Interest  or
        Economic Interest or  admission of  a Member  in compliance  with
                                       21PAGE
<PAGE>
        this Article VII  shall be  deemed effective to  the extent  such
        sale or gift shall have taken place together with a sale or  gift
        of the Selling Party's corresponding participating interest in JV
        France in accordance with the By-laws and Shareholders' Agreement
        governing the operations  of JV France  and the relationships  of
        the Parties or shareholders of JV France.

             7.03.    Transferee Not  a  Member in  Absence  of Unanimous
        Consent.  Notwithstanding  anything contained  in this  Operating
        Agreement to the contrary (including, without limitation, section
        7.02 above), if all  of the remaining Members  do not approve  by
        unanimous written consent of  the proposed sale or  gift  of  the
        Transferring Party's Membership Interest or Economic Interest  to
        a transferee or donee  which is not  a Member immediately  before
        the sale or gift, the proposed transferee or donee shall have  no
        right to  participate  in  the management  of  the  business  and
        affairs of the Company or to become a Member; provided, however ,
        ThermoLase shall  have  the  right  to  transfer  its  Membership
        Interest to any direct or indirect subsidiary of Thermo  Electron
        Corporation without such consent  or complying with section  7.02
        above, and upon such transfer  such subsidiary shall be a  Member
        of the  Company  and  ThermoLase  shall  remain  liable  for  its
        obligations under  this Operating  Agreement to  the extent  such
        subsidiary does not  perform or  satisfy such  obligations.   The
        transferee or donee shall be  merely an Economic Interest  Owner.
        No transfer of a Member's interest in the Company (including  any
        transfer of the Economic Interest or any other transfer that  has
        not been approved  by unanimous written  consent of the  Members)
        shall be effective unless and until written notice (including the
        name and address of the proposed transferee or donee and the date
        of such  transfer)  has been  provided  to the  Company  and  the
        nontransferring Member(s).

                  a.  Upon and contemporaneously with any sale or gift of
        a Transferring  Party's Economic  Interest in  the Company  which
        does not at  the same  time transfer  the balance  of the  rights
        associated  with  the  Economic   Interest  transferred  by   the
        Transferring Party (including, without limitation, the rights  of
        the Transferring Party  to participate in  the management of  the
        business and affairs of the Company), the Company shall  purchase
        from the  Transferring Party,  and the  Transferring Party  shall
        sell to the Company for a purchase price of $100, all remaining  
        rights and  interests retained  by  the Transferring  Party  that
        immediately before  the sale  or gift  were associated  with  the
        transferred Economic Interest.

                       b.  The restrictions on transfer contained in this
        section 7.03 are  intended to  comply (and  shall be  interpreted
        consistently) with the restrictions on transfer set forth in  the
        Delaware Act.

                                  ARTICLE VIII

                         Additional Membership Interests
                                       22PAGE
<PAGE>
                             and Additional Members

             8.01. Additional Membership Interests.  From  the date of
        the formation  of  the  Company,  the  Directors  may,  by  their
        unanimous vote,  authorize the  issuance  of new  and  additional
        Membership Interests for such  consideration as the Directors  by
        their unanimous vote shall determine.

             8.02. Admission to  Membership  .From  the date  of  the
        formation of the Company, any Person acceptable to the  Directors
        by their  unanimous vote  may  become a  Member in  this  Company
        whether by the  issuance by the  Company of Membership  Interests
        for such consideration as the  Directors by their unanimous  vote
        shall determine,  or as  a transferee  of a  Member's  Membership
        Interest or  any  portion  thereof,  subject  to  the  terms  and
        conditions of  this  Operating Agreement.    Notwithstanding  any
        other provision  of this  Operating  Agreement, no  Person  shall
        become a Member of the Company without satisfying the  provisions
        of this section 8.02 or Article VII.

             8.03. Financial Adjustments.  No  new Members  shall  be
        entitled to  any retroactive  allocation  of losses,  income,  or
        expense deductions  incurred  by  the  Company.    The  Board  of
        Directors may, at their option, at the time a Member is admitted,
        close the Company's  books (as though  the Company's Fiscal  Year
        had ended)  or make  pro rata  allocations of  loss, income,  and
        expense deductions  to  a new  Member  for that  portion  of  the
        Company's  Fiscal  Year  in  which  a  Member  was  admitted   in
        accordance with the provisions of  IRC  e   706(d) and the Treasury
        Regulations promulgated thereunder.

                                   ARTICLE IX

                               Deadlock Resolution

             9.01 The parties agree and acknowledge  that it is in  their
        mutual best interest to cooperate to resolve differences that 



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           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

        arise in  the  course  of  their  relationship  and  to  overcome
        disagreements that  arise  in  the  governance  of  the  Company.
        Nevertheless, the parties acknowledge that situations could arise
        in which their different interests  lead to a material  inability
        of the Company  to act due  to a  failure of the  members of  the
        Board of Directors,  despite their  good faith  best efforts,  to
        agree upon one or more decisions which are required to be made   
        in order  to  continue the  effective  operation of  the  Company
        ("Deadlock").  The purpose  of this Article IX  is to define  the
        provisions pursuant to which such Deadlocks shall be resolved.

             9.02 a.   In the event of a Deadlock, the Members will first
        comply with the mediation  and dispute resolution procedures  set
        forth in Section 12.01 hereof.

             9.03 If the Members  remain unable  to agree  on a  solution
        following such procedures, then the following shall apply:

                  9.03.1    If the  Deadlock occurs  before  Consolidated
        Venture   Revenue   exceeds    **********************************
        ************* then  the parties  shall  dissolve the  Company  as
        though by mutual consent, it being understood that in such event,
        ThermoLase shall  have  the right,  but  not the  obligation,  to
        purchase from D.B.C. Holding, S.A. all its interest in JDM for  a
        price, subject to the  provisions of this  section, equal to  the
        positive account balance of D.B.C. Holding in JDM at the time  of
        such purchase.

                  9.03.2    If the  Deadlock  occurs  after  Consolidated
        Venture   Revenue   exceeds    **********************************
        ************* then the following shall apply:

                  a.   ThermoLase shall have the  right to purchase  from
        D.B.C. Holding all its ownership  interest in JDM; and JDM  shall
        have the right to  purchase from ThermoLase  all its interest  in
        the Company (collectively, the "Purchase Rights").  No later than
        five (5) business days following the Members' failure to  resolve
        a Deadlock as described above,  each Member shall give the  other
        Member a non-binding notification as  to whether it would  prefer
        to exercise or not to exercise its Purchase Right.

                  b.   If one  Member prefers  to exercise  its  Purchase
        Right and one Member prefers not to exercise its Purchase  Right,
        then the Members shall attempt, in  good faith, to agree upon  an
        appropriate exercise price for  the exercising Member's  purchase
        right.

                  c.   If the  Members  cannot agree  on  an  appropriate
        exercise price, or if both  Members either desire to exercise  or
        not to  exercise  their  Purchase  Rights,  than  an  independent
        appraiser not connected  with either Member,  experienced in  the
        valuation  of   international   joint  ventures   and   otherwise
        reasonably acceptable to both Members shall be engaged by and  at
        the expense of the Company (or by JV France, at its option) to 
                                       24PAGE
<PAGE>
        determine the  fair  market  value  of  the  Members'  respective
        ownership interests subject to the Purchase Rights (the "Value").
        The appraiser shall base  its determination of  the Value on  the
        price an independent third party would be willing to pay for  the
        ownership interest in  question, without regard  to whether  such
        interest would be held, bought or sold by ThermoLase or JDM.  The
        upper bound  of such  Value shall  be the  price which  would  be
        ascribed to such interest based  on the valuation of the  Company
        set forth in the Option  Agreement of even date herewith  between
        ThermoLase and JDM.  The determination of the appraiser shall  be
        final and binding on both Members.

                  d.   No later than five (5) business days following the
        delivery of the  appraiser's final valuation,  each Member  shall
        provide the other with a binding election as to whether or not it
        elects to exercise its Purchase Right. 

                  e.   If only one Member  exercises its Purchase  Right,
        then the purchase and sale of such interest shall occur  promptly
        following the delivery of such Member's notice to that effect for
        the Value.

                  f.   If both  Members exercise  their Purchase  Rights,
        then the Mediator shall organize an auction in which the price at
        which the  Purchase  Right may  be  exercised shall  increase  in
        increments of five percent (5%),  with the winning bid being  the
        final bid received by the Mediator from a Member, with no  higher
        bid received from the  other Member within 48  hours.  The  costs
        and expenses  of the  Mediator  shall be  shared equally  by  the
        Members, and not by the Company.

                  g.   If neither  Member exercises  its Purchase  Right,
        then the Mediator shall organize an auction in which the price at
        which the  Purchase  Right may  be  exercised shall  decrease  in
        increments of five percent (5%), and the Member who first  elects
        to exercise its  Purchase Right  at the  then-current bid  price,
        with no competing bid  received from the  other Member within  48
        hours, shall be entitled to exercise its Purchase Right for  such
        price.  The costs  and expenses of the  Mediator shall be  shared
        equally by the Members, and not by the Company.

                  h.   The parties shall cause their respective owners to
        execute  all  required  documents  evidencing  the  transfer   of
        ownership described in this Section 9.03.2.

                  i.   Following the purchase  described in this  Section
        9.03.2,  the   parties  shall   be   bound  by   the   applicable
        non-competition provisions set forth in Section 10.07.

             9.04 D.B.C. Holdings and the  JDM Owners agree, jointly  and
        severally, to  indemnify,  defend and  hold  ThermoLase  harmless
        against any and all liabilities, obligations, claims, actions and
        suits relating  to JDM  or its  acts or  omissions, except  those

                                       25PAGE
<PAGE>
        which  arise  directly  from  its  ownership  of  the  Membership
        Interests or its interest in JV France.

                                    ARTICLE X

                           Dissolution and Termination

             10.01.  Dissolution.

                  a.  The Company shall be dissolved upon the  occurrence
        of the following events:

                       i.  when the period fixed for the duration of  the
        Company shall expire pursuant to section 2.07 above;
         
                       ii.  by the  written agreement of a  Supermajority
        Interest;

                       iii.  at the election  of ThermoLase, in its  sole
        and absolute discretion (which election shall be made in  writing
        and delivered  to the  other  Members no  later than  six  months
        following the first  anniversary of  the date  of this  Operating
        Agreement), if,  by the  first anniversary  of the  date of  this
        Operating  Agreement,  JV  France  has  not  opened  for   paying
        customers a  spa  facility  in  France  employing  the  SoftLight
        technology sublicensed to it by the Company;

                       iv.   at the  election of ThermoLase, in its  sole
        and absolute discretion (which election shall be made in  writing
        and delivered  to the  other  Members no  later than  six  months
        following the second anniversary of the opening by JV France of a
        spa  facility  in  France  employing  the  SoftLight   technology
        sublicensed to it by the Company) if, by such second anniversary,
        Consolidated Venture Revenues are below $5,000,000;

                       v.  upon  the dissolution,  liquidation, or  other
        termination of the existence or business of JV France;

                       vi.    upon  the  bankruptcy  (under  the  Federal
        Bankruptcy Code of 1978, as  amended or similar legislation),  or
        dissolution of a Member or upon the occurrence of any other event
        that terminates  the  continued membership  of  a Member  in  the
        Company, unless within ninety (90) days Members owning at least a
        Majority of the  Membership Interests of  the Company,  excluding
        the affected Member's Membership Interest, agree to continue  the
        term of the Company, subject to the other provisions hereof,  and
        provided that, upon  any of the  foregoing events that  terminate
        the  continued  membership  of  a  Member  in  the  Company,  the
        remaining Member  or Members  shall  immediately be  entitled  to
        admit an additional  Member or additional  Members on such  terms
        and conditions as such remaining Members shall determine.  In any
        such case,  the Members  hereunder shall  remain Members  of  the
        Company; each Member of the Company (including the former Member)
        shall retain such economic  interest in the  Company as was  held
                                       26PAGE
<PAGE>
        prior to such event; and all of the assets of the Company of  any
        nature whatsoever and all liabilities of the Company shall remain
        the assets and liabilities of the Company.  The remaining Members
        shall file an amended Certificate of Formation in accordance with
        the Act, if necessary, together with any documents or instruments
        necessary  to   effectuate  the   provisions  of   this   section
        10.01(a)(vi).

                  b.  As soon as possible following the occurrence of any
        of  the  events  specified  in  section  10.01(a)  effecting  the
        dissolution of the Company, the appropriate representative of the
        Company shall execute a statement  of intent to dissolve in  such
        form as shall be  prescribed by the  Delaware Secretary of  State
        and file same with the Delaware Secretary of State's office.

                  c.  If a Member who is an individual dies or a court of
        competent jurisdiction adjudges him  to be incompetent to  manage
        the  Member's  person   or  property,   the  Member's   executor,
        administrator,   guardian,    conservator,   or    other    legal
        representative may exercise  all of the  Member's rights for  the
        purpose of  settling the  Member's  estate or  administering  his
        property.
         
             10.02.   Effect of Filing of Dissolving Statement . Upon the
        filing with the  Delaware Secretary  of State of  a statement  of
        intent to  dissolve, the  Company  shall cease  to carry  on  its
        business, except insofar as may  be necessary for the winding  up
        of its business, but its separate existence shall continue  until
        a certificate of dissolution has been issued by the Secretary  of
        State or until a decree  dissolving the Company has been  entered
        by a court of competent jurisdiction.

             10.03.  Winding Up, Liquidation, and Distribution of Assets.
        Upon dissolution, an  accounting shall be  made by the  Company's
        independent accountants of the accounts of the Company and of the
        Company's assets, liabilities, and  operations, from the date  of
        the last previous accounting until the date of dissolution.   The
        Board of  Directors  shall immediately  proceed  to wind  up  the
        affairs of the  Company.   If the  Company is  dissolved and  its
        affairs are to be wound up, the Board of Directors shall:

                  a.  Sell  or otherwise liquidate  all of the  Company's
        assets as promptly  as practicable (except  any assets which  are
        required to be distributed to the Members in kind);

                  b.  Allocate  any profit  or loss  resulting from  such
        sales to  the  Members'  and Economic  Interest  Owners'  Capital
        Accounts in accordance with Article VI above;

                  c.  Discharge all liabilities of the Company, including
        liabilities to  Members   and Economic  Interest Owners  who  are
        creditors, to the extent otherwise  permitted by law, other  than
        liabilities  to  Members   and  Economic   Interest  Owners   for
        distributions, and establish such  Reserves as may be  reasonably
                                       27PAGE
<PAGE>
        necessary to  provide for  contingencies  or liabilities  of  the
        Company (for purposes of determining the Capital Accounts of  the
        Members  and  Economic  Interest  Owners,  the  amounts  of  such
        Reserves shall be deemed to be an expense of the Company).

                  d.  Distribute  the remaining assets  in the  following
        order:

                       i.  The Company  will distribute to ThermoLase  in
        kind  whatever  interest  it  has,   if  any,  in  the   property
        contributed by  ThermoLase as  its Initial  Capital  Contribution
        pursuant to section 5.01 of  this Operating Agreement.  The  fair
        market value of  such property  shall be  deemed to  be the  fair
        market value of such property as reflected in the Company's books
        and records at the  time of its contribution  to the Company  for
        purposes of adjustments to Capital Accounts under section 5.03 of
        this Operating Agreement.

                       ii.  All additional property of the Company  shall
        be distributed  to the  Interest Owners  in proportion  to  their
        Economic Interests.

                       iii.  The Company may offset damages for breach of
        this Operating Agreement by a  Member or Economic Interest  Owner
        whose interest is liquidated (either  upon the withdrawal of  the
        Member or  the liquidation  of the  Company) against  the  amount
        otherwise  distributable  to  the   Member  under  this   section
        10.04(d); provided, however, that  a Member's  election  pursuant
        to sections 10.01(a)(iii), (iv)  or (v), or  the occurrence of  a
        deadlock as resolved  under Article  IX, shall  not constitute  a
        breach of this Operating Agreement.

                  e.  Notwithstanding  anything to the  contrary in  this
        Operating Agreement,  upon a  liquidation within  the meaning  of
        Treas. Reg. e 1.704-1(b)(2)(ii)(g), if any  Member has a  Deficit
        Capital  Account  (after  giving  effect  to  all  contributions,
        distributions, allocations, and other Capital Account adjustments
        for all  taxable  years, including  the  year during  which  such
        liquidation occurs), the Member shall have no obligation to  make
        any  Capital  Contribution,  and  the  negative  balance  of  the
        Member's Capital Account shall not  be considered a debt owed  by
        the Member to the Company or to any other Person for any  purpose
        whatsoever.

                  f.  Upon completion of the winding up, liquidation, and
        distribution  of  the  assets,   the  Company  shall  be   deemed
        terminated.

                  g.   The  Board  of Directors  shall  comply  with  any
        applicable requirements  of  applicable  law  pertaining  to  the
        winding  up  of  the  affairs  of  the  Company  and  the   final
        distribution of its assets.

                                       28PAGE
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             10.04.  Articles  of  Dissolution      .    When   all
        liabilities, and  obligations have  been paid  and discharged  or
        adequate provisions  have  been  made therefor  and  all  of  the
        remaining property  and  assets  have  been  distributed  to  the
        Members, articles of dissolution  shall be executed in  duplicate
        and verified by the person  signing the articles, which  articles
        shall set forth  the information  required by  the Delaware  Act.
        Duplicate originals  of  the  articles of  dissolution  shall  be
        delivered to the Delaware Secretary of State.

             10.05.  Certificate of Dissolution.  Upon  the issuance of
        the certificate  of dissolution,  the  existence of  the  Company
        shall cease, except for the purpose of suits, other  proceedings,
        and appropriate  action as  provided in  the Delaware  Act.   The
        Board of Directors shall have authority to distribute any Company
        property discovered after  dissolution, convey  real estate,  and
        take such other action  as may be necessary  on behalf of and  in
        the name of the Company.

             10.06.  Return of Contribution Nonrecourse to Other Members.
        Except as  provided  by law  or  as expressly  provided  in  this
        Operating Agreement,  upon dissolution,  each Member  shall  look
        solely to the assets of the Company for the return of its Capital
        Contribution.   If  the  Company  property  remaining  after  the
        payment or discharge of the debts and liabilities of the  Company
        is insufficient to return the  cash contributions of one or  more
        Members, the Members  shall have  no recourse  against any  other
        Member.

             10.07.  Non-Compete.

                  a.  During the term  of this Agreement, except  through
        the Company  and  JV  France, neither  party  shall  directly  or
        indirectly as  an  individual proprietor,  partner,  stockholder,
        officer, employee, director, joint venturer, investor, lender, or
        in any other capacity whatsoever (other than as the holder of not
        more than one percent (1%) of the total outstanding stock of a   
        publicly held company), engage in  the Territory in the  business
        of  developing,  producing,  marketing  or  selling  products  or
        services related to hair removal or skin rejuvenation,  provided,
        however, that  such  persons  shall  not  be  restricted  in  the
        continuation of their activities in the field of hairdressing and
        the ownership, operation,  franchising, licensing and  management
        of beauty  salons, including  the  supply, sale  or use  in  such
        salons of  non-light source,  non-electrolysis hair  removal  and
        skin rejuvenation products and/or services.

                  b.  If  the Company  is dissolved  pursuant to  section
        10.01(a) above, or if JDM's  interest in the Company is  acquired
        by ThermoLase pursuant to  Article IX, then for  a period of  two
        years after the filing of the Articles of Dissolution pursuant to
        section 10.04 of this Operating Agreement, JDM will not, and will
        cause its  stockholders  not to,  directly  or indirectly  as  an
        individual proprietor, partner,  stockholder, officer,  employee,
                                       29PAGE
<PAGE>
        director, joint  venturer,  investor,  lender, or  in  any  other
        capacity whatsoever (other than  as the holder  of not more  than
        one percent (1%)  of the  total outstanding stock  of a  publicly
        held company),  engage  in  the  Territory  in  the  business  of
        developing, producing, marketing or selling products or  services
        related to hair removal or skin rejuvenation, provided,  however,
        that such persons shall not be restricted in the continuation  of
        their activities in the field of hairdressing and the  ownership,
        operation,  franchising,  licensing  and  management  of   beauty
        salons, including  the supply,  sale  or use  in such  salons  of
        non-light  source,   non-electrolysis  hair   removal  and   skin
        rejuvenation products and/or services.

                  c.  If  the Company  is dissolved  pursuant to  section
        10.01(a)(vi) as a result  of the bankruptcy  of or other  similar
        event affecting ThermoLase, or pursuant to section 10.01(a)(v) as
        a result of a failure of ThermoLase to fulfil its obligations, or
        if ThermoLase's  interest  in  the Company  is  acquired  by  JDM
        pursuant to Article IX, then for a period of two years after  the
        filing of the Articles of  Dissolution pursuant to section  10.04
        of this Operating Agreement, ThermoLase will not, and will  cause
        its corporate parent and subsidiary companies not to, directly or
        indirectly, enter  into a  business partnership,  joint  venture,
        cooperative  marketing  arrangement   or  collaboration  in   the
        Territory with a person  or company involved  in the business  of
        owning or  operating hairdressing  or skin  care salons  for  the
        purpose of developing, producing,  marketing or selling  products
        or services related  to laser-based hair  removal or  laser-based
        skin rejuvenation.

                  d.  If any restriction set forth in this section  10.07
        is  found  by   any  court  of   competent  jurisdiction  to   be
        unenforceable because it extends for too long a period of time or
        over too great a range of activities or in too broad a geographic
        area, it shall  be interpreted  to extend only  over the  maximum
        period of  time, range  of activities  or geographic  area as  to
        which it may be enforceable.

                  e.  The  restrictions contained in  this section  10.07
        are necessary for the protection of the business and goodwill  of
        the parties and are  considered by the  parties to be  reasonable
        for such purpose. Each party agrees that any breach by it of this
        section  10.07  will  cause  the  other  party  substantial   and
        irrevocable damage  and,  therefore, in  the  event of  any  such
        breach, in    addition  to  such  other  remedies  which  may  be
        available, the non-breaching party shall  have the right to  seek
        specific performance and injunctive relief.

                                   ARTICLE XI

                       Intellectual Property Infringement

             11.01.       Defense  of   Actions   Against   the   Company
        Notwithstanding anything to the contrary contained in Article  IV
                                       30PAGE
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        of this Operating  Agreement, if  a claim is  made or  a suit  is
        brought by a third party  against the Company or its  sublicensee
        or franchisee relating  to an  allegation that  the Company's  or
        such sublicensee's or  franchisee's conduct, in  practice of  the
        processes licensed to  the Company under  the License  Agreement,
        infringes  such  third  party's  patent  or  other   intellectual
        property right,  or a  claim  for indemnification  is made  by  a
        Member pursuant to section 11.02 below, ThermoLase shall have the
        right to control the defense of  such claim or suit on behalf  of
        the Company and at the Company's expense.

             11.02.  Indemnification of Members.

                  a.  If a claim  is made or suit  is brought by a  third
        party against any of the  Members, or its officers, directors  or
        owners, relating to an allegation that the Company's conduct,  in
        the practice of the processes  licensed to the Company under  the
        License Agreement, infringes such  third party's patent or  other
        intellectual property right  (each, a  "Third Party  Infringement
        Action"), ThermoLase  shall  defend such  claim  or suit  at  the
        expense of the Company,  and the Company  shall pay or  indemnify
        such Member, officer, director or  owner against all damages  and
        costs finally awarded, or settlement amounts paid, in the suit or
        in connection with the claim.

                  b.  In the event that the Company is financially unable
        to perform its indemnification  obligations set forth in  section
        11.02(a) above, but only in such event and only to the extent  of
        such non-performance,  ThermoLase  hereby agrees  to  assume  the
        performance of such obligations, at ThermoLase's expense.

             11.03.   Indemnification Procedures .  Promptly after receipt
        by a Member  of notice  of the  commencement of  any Third  Party
        Infringement Action against it, such Member shall give notice  to
        the Company and  ThermoLase of the  commencement of such  action,
        but the failure to promptly  notify the Company will not  relieve
        the Company  of any  liability that  it may  have to  any  Member
        except to the extent  it is prejudiced by  such failure.  If  any
        Third Party Infringement Action is  brought against a Member  and
        such Member gives notice  to the Company  of the commencement  of
        such action, ThermoLase, at the cost and expense of the  Company,
        shall assume the defense and control  of any such claim or  legal
        proceeding, provided  that  a Member  or  related person  who  is
        required to be a party to such  suit shall remain a party to  the
        extent so required.  ThermoLase  shall select counsel to  conduct
        the defense of such action and shall take all steps necessary  in
        the defense or settlement thereof.  ThermoLase shall not  consent
        to a settlement of,  or the entry or  any judgment arising  from,
        any claim or  legal proceeding  for other   than solely  monetary
        damages without  the prior  written  consent of  the  indemnified
        person (which  shall not  be unreasonably  withheld or  delayed).
        The indemnified person shall be  entitled to participate in  (but
        not control) the defense of any such action, with its own counsel
        and  at  its  own  expense  (except  that  the  Company  will  be
                                       31PAGE
<PAGE>
        responsible for the fees and expenses of the separate  co-counsel
        to the extent  the indemnified person  reasonably concludes  that
        the counsel the Company has  selected has a conflict of  interest
        and provides timely notice of such fact to the Company).


                                   ARTICLE XII

                               Dispute Resolution

             12.01     Mediation .  In   the  event   of  any   dispute,
        controversy or claim arising out of or relating to this Agreement
        or to a breach hereof, including its interpretation,  performance
        or termination, the  Members agree to  follow the procedures  set
        forth in this Section 12.01.   First, the Members shall  identify
        in writing the point  on which they  cannot agree (the  "Disputed
        Point") and  the  respective  positions  of  each  Director  with
        respect to such  point. The  Members will refrain  from making  a
        decision on the Disputed Point for  a period of up to two  weeks.
        During such 2-week period, the Members will (i) consult with  one
        another in good  faith with  the goal of  resolving the  Disputed
        Point, (ii) engage a  mutually acceptable impartial mediator  who
        is fluent in both English  and French (the "Mediator") to  assist
        them in finding  a mutually  agreeable solution  to the  Disputed
        Point, (iii) study the economic or commercial bases on which each
        of the parties has  based its position and  the issues raised  by
        each of the parties  in respect of the  Disputed Point, and  (iv)
        cooperate with the Mediator in examining alternative solutions to
        the Disputed Point.  The costs and expenses of the Mediator shall
        be shared equally  by the Members,  and not by  the Company.  The
        Members will meet at the end  of such 2-week period for the  sole
        purpose of  discussing and  voting on  the Disputed  Point.   The
        Mediator shall conduct the meeting and begin it with a summary of
        the situation, the nature of the Disputed Point and any  proposed
        solutions, while reminding the Members of the consequences of the
        continuation of  the dispute.  The Members  will use  their  good
        faith best efforts to agree on a solution prior to or during such
        meeting.

             12.02. Arbitration.  In the  event that  a Disputed  Point
        cannot be  resolved  by  the  mediation  procedure  described  in
        Section 12.01 above,  and provided that  the Deadlock  resolution
        provisions of Article IX do not apply, then such Disputed  Point,
        shall be finally resolved by arbitration.  The arbitration  shall
        be conducted by one (1) arbitrator fluent in French and  English,
        with experience in international commercial joint ventures, to be
        appointed by  the  presiding  officer  of  the  London  Court  of
        International Arbitration  ("LCIA").   The arbitration  shall  be
        conducted in  English, under  the  supervisory authority  of  the
        LCIA,  and  in  accordance  with  the  LCIA  arbitration   rules.
        Multiple arbitrations between  the parties  and their  Affiliates
        relating to the same transaction or series of transactions may be
        aggregated in the same arbitration proceeding.  The  arbitration,
        including the rendering of the award, shall take place in London,
                                       32PAGE
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        England, and  shall be  the exclusive  forum for  resolving  such
        dispute, controversy or claim.   The  decision of the  arbitrator
        shall be binding upon the parties hereto, and the expense of  the
        arbitration (including without limitation the award of attorneys'
        fees to the  prevailing party)  shall be paid  as the  arbitrator
        determines.  The decision of  the arbitrator shall be  executory,
        and judgment thereon  may be  entered by any  court of  competent
        jurisdiction.  The prevailing party  in any arbitration shall  be
        entitled to such reasonable attorneys' fees as may be awarded  by
        the arbitrator.  The non-prevailing party shall pay to the  other
        party such reasonable attorneys' fees, together with such fees of
        the arbitrator and costs and expenses of the arbitration, as  may
        be awarded  by the  arbitrator.   Notwithstanding the  foregoing,
        nothing in this section 12.02  shall be construed as limiting  in
        any way the  right of  a Member  to seek  injunctive relief  with
        respect to  any actual  or threatened  breach of  this  Operating
        Agreement from a court of competent jurisdiction.

             12.03.    Limitation  of  Liability .   No  party  to  this
        Operating Agreement shall be entitled  to recover from any  other
        party  to  this  Operating  Agreement  any  special,  incidental,
        consequential or punitive damages.

                                  ARTICLE XIII

                                  Miscellaneous

             13.01.   Notices .  Any and all notices, requests, elections,
        consents or demands permitted or  required to be made under  this
        Operating Agreement shall  be in  writing, signed  by the  Member
        giving such  notice, request,  election, consent  or demand,  and
        shall be delivered personally, or sent by registered or certified
        mail, or by  telefax, or  by overnight mail,  Federal Express  or
        other similar commercial overnight  courier, to the other  Member
        or Members, at their addresses set forth below, or at such  other
        address as may be supplied by written notice given in  conformity
        with the terms of this section 13.01:

             If to ThermoLase:

                  ThermoLase Corporation
                  9550 Distribution Avenue
                  San Diego, CA  92121-2306
                  Attention:  President
                  Telefax No.:  (619) 536-8572

             with a copy to:

                  Thermo Electron Corporation
                  81 Wyman Street
                  Waltham, MA  02254-9046
                  Attention:  General Counsel
                  Telefax No.:  (617) 622-1283

                                       33PAGE
<PAGE>
             If to JDM:

             with a copy to:

        The date of personal delivery, the date set forth on the  telefax
        confirmation, or the date of mailing or delivery to an  overnight
        courier, as the case may be, shall be the date of such notice. 

             13.02.  Successors and Assigns.  Subject to the restrictions
        on transfer set forth herein, this Operating Agreement, and  each
        and every provision hereof, shall be binding upon and shall inure
        to the  benefit  of  the Members,  their  respective  successors,
        successors-in-title,  heirs  and  assigns,  and  each  and  every
        successor-in-interest  to  any  Member,  whether  such  successor
        acquires such interest by way of gift, purchase, foreclosure,  or
        by any other method, shall hold  such interest subject to all  of
        the terms and provisions of this Operating Agreement. 

             13.03.  Amendments  .   Unless  otherwise  stated  in
        Operating Agreement to the contrary, this Operating Agreement may
        be  amended  only   by  a  written   instrument  executed  by   a
        Supermajority Interest.

             13.04.  No Partition  .  The Members  hereby agree  that no
        Member, nor any successor-in-interest  to any Member, shall  have
        the right while  this Operating  Agreement remains  in effect  to
        have the  property  of the  Company  partitioned, or  to  file  a
        complaint or institute any proceeding at law or in equity to have
        the property  of the  Company partitioned,  and each  Member,  on
        behalf of himself,  his successors,  representatives, heirs,  and
        assigns, hereby waives any  such right.  It  is the intention  of
        the Members that during the term of this Operating Agreement, the
        rights of the Members and their successors-in-interest, as  among
        themselves, shall  be governed  by the  terms of  this  Operating
        Agreement,   and   that    the   right   of    any   Member    or
        successor-in-interest to  assign,  transfer,  sell  or  otherwise
        dispose of his interest  in the Company shall  be subject to  the
        limitations and restrictions of this Operating Agreement. 

             13.05.  No Waiver.  The failure of any Member to insist upon
        strict performance of a covenant  hereunder or of any  obligation
        hereunder, irrespective  of the  length of  time for  which  such
        failure continues, shall not be  a waiver of such Member's  right
        to demand strict compliance in the future.  No consent or waiver,
        express or  implied,  to or  of  any  breach or  default  in  the
        performance of  any  obligation  hereunder,  shall  constitute  a
        consent or waiver  to or of  any other breach  or default in  the
        performance of the same or any other obligation hereunder. 

             13.06.  Entire  Agreement  .    This  Operating  Agreement
        together with the other agreements referenced herein, constitutes
        the full  and  complete  agreement of  the  parties  hereto  with
        respect to the subject matter hereof.

                                       34PAGE
<PAGE>
             13.07. Captions .  Titles  or  captions  of  Articles
        sections contained in this Operating Agreement are inserted  only
        as a  matter of  convenience and  for reference,  and in  no  way
        define,  limit, extend  or describe the  scope of this  Operating
        Agreement or the intent of any provision hereof. 

             13.08.   Counterparts  .  This  Operating  Agreement may  be
        executed in a number of counterparts, all of which together shall
        for all purposes constitute  one Operating Agreement, binding  on
        all the Members notwithstanding that all Members have not  signed
        the same counterpart. 

             13.09. Applicable Law . This  Operating Agreement and  the
        rights and obligations of the parties hereunder shall be governed
        by and interpreted, construed and enforced in accordance with the
        laws of the State of Delaware, without reference to its choice of
        law rules.

             13.10. Gender, Etc .  In the case of all terms used in this
        Operating Agreement, the  singular shall include  the plural  and
        the masculine gender shall include  the feminine and neuter,  and
        vice versa, as the context requires.

             13.11.  Creditors.  None of the provisions of this Operating
        Agreement shall  be for  the  benefit of  or enforceable  by  any
        creditor of any Member or of the Company other than a Member  who
        is such a creditor of the Company.

             13.12.  U.S. Dollars.  All amounts expressed herein shall be
        deemed to be in U.S. dollars.

             13.13.  Confidential Information .  Each Member acknowledges
        and  agrees  that  it  may  receive  from  the  Company   certain
        confidential information of  the Company  regarding its  business
        operations,  trade  secrets,   know-how,  customer   information,
        pricing, marketing data and  other information of a  confidential
        nature, including without limitation the terms of this  Operating
        Agreement (collectively, the  "Confidential Information").   Each
        Member agrees to maintain the confidentiality of the Confidential
        Information.  Notwithstanding  the foregoing  provisions of  this
        section 13.13, each Member shall  have the right to disclose  any
        information which  (i) was  rightfully possessed  by such  Member
        before it was  received from the  Company, (ii) is  independently
        developed  by  or  for  such  Member  without  reference  to   or
        derivation from the Confidential Information, (iii) is or  become
        public otherwise than through any  act or default of such  Member
        or (iv)  is  required  by  law  or  stock  exchange  rule  to  be
        disclosed, provided  such Member  notifies the  Company prior  to
        making any  such  disclosure  so  as  to  afford  the  Company  a
        reasonable  opportunity  to   object  or   seek  an   appropriate
        protective order with respect to such disclosure.

             13.14     Compliance with Law .  Each party agrees to comply
        with all  applicable  laws, rules  and  governmental  regulations
                                       35PAGE
<PAGE>
        applicable to its performance hereunder.  During the term of this
        Operating Agreement, the Members  shall monitor the sales  levels
        and  market  share  of  the  Company  and  its  sublicensees  and
        subfranchisees, and shall, if counsel to the Company so  advises,
        modify   the   Company's   arrangements   with   its   licensees,
        sublicensees and subfranchisees, and take other steps, to  comply
        with applicable laws, rules and governmental regulations.

             IN WITNESS WHEREOF, the parties have executed this Operating
        Agreement as of the date first above written.

        MEMBERS:

        THERMOLASE CORPORATION             JDM INVEST S.A.


        By:___________________________     By:___________________________
        Name:  John C. Hansen                   Name:
        Title: President                        Title:


        THERMOLASE FRANCE L.L.C.
        By its Members

        THERMOLASE CORPORATION             JDM INVEST S.A.


        By:__________________________      By:___________________________
        Name:  John C. Hansen                   Name:
        Title: President                        Title:


        JDM OWNERS:

        JACQUES DESSANGE MANAGEMENT        FRANKLIN HOLDING S.A.

        By:__________________________      By:___________________________
        Name:                                   Name:
        Title:                                  Title:

        _____________________________      ______________________________
        Benjamin Dessange                  Bernard Sagon


        _____________________________      ______________________________
        Michel Couvin                      Daniel Conte


                                       36PAGE
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

                               OPERATING AGREEMENT
                                       OF
                            THERMOLASE FRANCE L.L.C.
                      a Delaware Limited Liability Company

                                    EXHIBIT A

                              Schedule of Interests
                              ---------------------

                                Initial Capital             Membership
             Name                Contribution               Interest %
             ----                ------------               ----------


             JDM       *********************************
                       *********************************       50%
                           *************************

                        *******************************
                       ********************************
                      **********************************
                       *********************************
                                 ************

                       *********************************
                       ********************************
                       *********************************
                         ****************************

                       ********************************
                       *********************************
                          **************************
                      **********************************
                      **********************************
                           *************************


          ThermoLase   License Agreement, to be executed
         Corporation  and delivered on or before the date      50%
                         of this Operating Agreement.







                                       37PAGE
<PAGE>
                               OPERATING AGREEMENT
                                       OF
                            THERMOLASE FRANCE L.L.C.
                      a Delaware Limited Liability Company


                                    EXHIBIT B

                              Schedule of Ownership
                              ---------------------

        JDM Invest S.A.
        ---------------

             Yves Micheli             ____%
             D.B.C. Holding S.A.      ____%
             Jacques Dessange
               Management, S.A.       ____%
             Benjamin Dessange        ____%
             Bernard Sagon            ____%
             Michel Couvin            ____%
             Daniel Conte             ____%

        D.B.C. Holding S.A.
        -------------------

             Franklin Holdings, S.A.  59.5%
             Jacques Dessange
               Management, S.A.       ____%
             Benjamin Dessange        ____%
             Bernard Sagon            ____%
             Michel Couvin            ____%
             Daniel Conte             ____%
















                                       38PAGE
<PAGE>

                                                                EXHIBIT D


                                LICENSE AGREEMENT
                                -----------------

        Licensee Information:

        Name:          THERMOLASE FRANCE L.L.C. ("Licensee")
        Address:       ________________
                       ________________
                       ________________
        Telephone No.: ________________
        Fax No.        ________________

        Effective Date:     ________ __, 1996 

        Territory:     FRANCE (including its Departements d'Outre-Mer
                       (D.O.M)., but excluding all other Territories
                       d'Outre-Mer (T.O.M.) and other jurisdictions)


                                   BACKGROUND

        A.   ThermoLase Corporation ("ThermoLase") has developed  certain
        proprietary technology and processes for the removal of  unwanted
        human  hair  and  the   exfoliation  or  rejuvenation  of   skin.
        ThermoLase desires to have such technology and processes utilized
        in the Territory set forth above (the "Territory").

        B.   In  order  to  satisfy  its  initial  capital   contribution
        obligations to Licensee  pursuant to the  terms of the  Operating
        Agreement of ThermoLase France L.L.C. between ThermoLase and  JDM
        Invest S.A. of  even date herewith  (the "Operating  Agreement"),
        ThermoLase is prepared to license the technology and processes to
        Licensee for use in the Territory on the terms and conditions set
        forth in this License Agreement (the "Agreement"), and to sell to
        Licensee certain SoftLight Lasers and SoftLight Lotion for use in
        practicing such procedures, all pursuant to a mutually acceptable
        Supply Agreement to be entered  into by the parties (the  "Supply
        Agreement").

                                    AGREEMENT

             ThermoLase and Licensee hereby agree as follows:

        1.   DEFINITIONS

             The following terms shall  have the following meanings  when
        capitalized herein:

             1.1  "Business Day"  means a day on which banks are open for
        business in San Diego, California and Paris, France.


                                        1PAGE
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

             1.2  "Improvement" means  any  improvement,  enhancement  or
        modification  to  Licensed   Technology,  whether  developed   by
        ThermoLase, Licensee or any third party.

             1.3  "Licensed Technology"   means the  inventions claimed in
        the Patents, including  Improvements, together with  any and  all
        know-how, trade  secrets and  other information  relating to  the
        SoftLight Procedures and SoftLight Laser.

             1.4  "Patents" means (i) the patents and patent applications
        listed on  Exhibit A attached hereto, (ii) any  subsequent patent
        application by  ThermoLase having  one  or more  claims  covering
        Improvements,  (iii)  any  divisions,  reissues,   continuations,
        renewals  and  extensions  of  any  of  said  patents  or  patent
        applications, and  (iv)  any  patent  issuing  upon  any  of  the
        foregoing.

             1.5  "SoftLight Laser"  means a laser designed by ThermoLase
        for use with a lotion in  the removal of unwanted human hair  and
        the exfoliation or rejuvenation of skin.

             1.6  "SoftLight  Lotion"  means  the   lotion  approved  by
        ThermoLase for use in the SoftLight Procedures.

             1.7  "SoftLight Procedures"  means  the removal  of unwanted
        human hair and the exfoliation or rejuvenation of skin using  one
        or more SoftLight Lasers and the SoftLight Lotion.

             1.8  "Territory Patent"   means a European  patent granted on
        European Patent Application No. ***********, which is enforceable
        in the Territory and which  has claims corresponding in scope  to
        the  claims  of  U.S.  Patent  No.  *********,  and  covering   a
        significant portion of the Licensed Technology used in practicing
        laser-based hair removal, and  which, if asserted, could  prevent
        the practice in  the Territory  of the  SoftLight Procedures  for
        hair removal, as currently practiced by ThermoLase.

             1.9  "ThermoLase Marks" means ThermoLase's SoftLight(SM) and
        Spa Thira(SM) service  marks and  the  trade name  "ThermoLase",
        including the registrations and applications listed on  Exhibit A
        hereto.

             1.10. "Consolidated Venture  Revenue"   shall  mean  Direct
        Venture Revenue plus  Sublicense Revenue.   Consolidated  Venture
        Revenue  is  calculated  without   reference  to  any  sales   or
        value-added tax that may be imposed on such amounts.

             1.11.   "Direct Venture Revenue"  shall mean the consolidated
        aggregate revenues  received from  customers  in respect  of  the
        performance of the SoftLight Procedures in the Territory and  the
        sale of directly related products  by (i) the Licensee, (ii)  any
        entities  in  which  Licensee   owns  any  equity  or   ownership
        interests, or (iii) any entities which are owned, wholly or 

                                        2PAGE
<PAGE>
        partially,  directly   or     indirectly,  by   ThermoLase,   JDM
        Investment, S.A., D.B.C. Holding S.A., Franklin Holding S.A.,  or
        any of their direct or indirect owners.

             1.12.  "Sublicense Revenue" shall mean the aggregate revenue
        received by the entities  listed in 1.11(i) to  (iv) from any  of
        their sublicensees or franchisees who do not fall into categories
        (i) to (iv) above, and excluding any inter-company payments (such
        as royalty payments, fees, service charges and the like)  between
        the entities listed in (i) to (iv) above. 

        2.   LICENSE AND OWNERSHIP OF TECHNOLOGY

             2.1  Grant of License .  ThermoLase grants to Licensee, upon
        the terms  and  subject  to  the conditions  set  forth  in  this
        Agreement, an  exclusive,  non-transferable  license,  under  the
        Patents and  all other  ThermoLase intellectual  property in  the
        Licensed Technology, to perform  the SoftLight Procedures in  the
        Territory.   Licensee  shall have  the  right to  sublicense  the
        foregoing rights to  one or  more sublicensees  in the  Territory
        (the "Sublicensee(s)") pursuant to sublicense agreements in  form
        and substance acceptable to ThermoLase.

             2.2  Ownership of Licensed  Technology  .  Licensee  will not
        take any action or position contrary to ThermoLase's ownership of
        all right,  title and  interest in  and to  the Patents  and  the
        Licensed Technology, and Licensee agrees that it will not, at any
        time, do or cause to  be done any act  or thing contesting or  in
        any way impairing or  tending to impair  the Patents or  Licensed
        Technology or  any  part of  such  right, title  or  interest  of
        ThermoLase.   Licensee shall  not in  any manner  represent  that
        Licensee has ownership of the Licensed Technology or Patents, and
        acknowledges that Licensee's use of the Licensed Technology shall
        not create in Licensee any right, title or interest in or to  the
        Licensed Technology, except for the rights granted to Licensee by
        the express terms of this Agreement.

             2.3  Licensee  Improvements .   Licensee  shall   disclose
        promptly to ThermoLase any and  all Improvements to the  Licensed
        Technology developed or discovered by Licensee or Sublicensee  or
        their officers, employees or agents.  All such Improvements shall
        be the property of  ThermoLase, and, to  the extent permitted  by
        law, Licensee hereby assigns all right, title and interest in and
        to such Improvements, and all patent, copyright, trademark, trade
        secret  and  other  intellectual  property  rights  therein,   to
        ThermoLase,  as  they   are  developed.     Licensee  shall,   at
        ThermoLase's  request,  execute  and  deliver  all  certificates,
        waivers,  applications,  assignments  and  other  instruments  as
        ThermoLase may  reasonably request  in  order to  effectuate  the
        assignment of  Improvements  to ThermoLase  as  described  above,
        including agreements  between  Licensee or  its  Sublicensee  and
        their employees relating to the ownership of inventions  prepared
        by employees.  All employees of Licensee shall waive all moral 

                                        3PAGE
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

        rights  with  respect   to  works   of  authorship   constituting
        Improvements created by them to  the fullest extent permitted  by
        law.

             2.4  ThermoLase Improvements .  In the event that ThermoLase
        develops or acquires Improvements that it commercially implements
        at its commercial facilities for the SoftLight Procedures in  the
        United States, it shall provide such Improvements to Licensee  at
        no additional   charge.   Such  Improvements shall  be deemed  to
        constitute Licensed Technology for all purposes hereunder.

             2.5  Future Patents .  ThermoLase  shall have  the exclusive
        right, at its sole  expense, to make all  decisions and take  all
        actions relating  to the  filing  and prosecution  of  additional
        patent applications relating to  the Licensed Technology and  the
        Improvements.    If  Licensee   requests  ThermoLase  to   pursue
        particular patent  protection in  the Territory  relating to  the
        Licensed Technology, then, notwithstanding ThermoLase's exclusive
        ownership of such patent, Licensee  shall be responsible for  all
        costs of preparing,  prosecuting and maintaining  such patent  in
        the Territory.

        3.   THERMOLASE TECHNICAL ASSISTANCE

             During the  first  year  of  the  term  of  this  Agreement,
        ThermoLase shall provide  to Licensee (or  to Sublicensee, if  so
        designated by Licensee) up to an aggregate of **************** of
        support and assistance in  connection with the establishment  and
        operation of  facilities for  the  performance of  the  SoftLight
        Procedures.    ThermoLase  shall  not  charge  for  such  support
        services, except  that  Licensee  shall be  responsible  for  all
        reasonable  travel  and  out  of  pocket  expenses  incurred   by
        ThermoLase and its personnel   in connection with providing  such
        services.  Any direct costs  and expenses for additional  support
        and assistance shall be borne by the Licensee.  The parties shall
        cooperate with each other to schedule training and assistance  in
        an efficient and cost-effective manner.

        4.   PAYMENT OF FEES AND ROYALTIES

             4.1  Fees and Royalties.

                  (a)  In  consideration  of  the  rights  and   licenses
        granted to Licensee  pursuant to this  Agreement, Licensee  shall
        pay  to  ThermoLase  (i)  percentage  royalties  as  provided  in
        paragraph (b) below (the  "Royalties") and (ii)  a single fee  of
        **************************************************************
        ******************************

                       **************************************************
        *****************************************************************
        ************************


                                        4PAGE
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

                       **************************************************
        *****************************************************************
        ******************

        Licensee's obligation to make further installment payments  shall
        expire if,  prior  to  the  date such  installment  is  due,  the
        Licensee is  dissolved or  Dessange Holding's   interest  in  the
        Licensee is acquired by ThermoLase.

                  (b)  Royalties shall  be  payable quarterly  within  45
        days following the end of each calendar quarter in the amount  of
        **** of  Consolidated  Venture  Revenues.   Each  payment  of    
        Royalties shall be  accompanied by  a written  report, in  detail
        reasonably satisfactory to ThermoLase,  specifying the method  of
        calculation of the  Royalties for  the applicable  quarter.   Any
        fees or Royalties that are not paid when due shall bear  interest
        from the due date  until paid at  the lesser of  (i) the rate  of
        1.5% per month  or (ii)  the maximum rate  allowed by  applicable
        law.

                  (c)  The Royalties, fees and all other amounts  payable
        pursuant to this Agreement are  exclusive of any and all  present
        and future federal, national,  state, local, municipal and  other
        excise, sales, use,  property, value-added or  similar taxes  and
        fees, all of  which shall be  paid by Licensee.   Licensee  shall
        obtain and provide to ThermoLase any certificate of exemption  or
        similar document required  to exempt any  transaction under  this
        Agreement from any such tax or fee.

                  (d)  The Royalties, fees and all other amounts  payable
        pursuant to  this Agreement  shall be  payable in  United  States
        Dollars.   To  the  extent  that Licensee's  revenues  are  in  a
        currency other than United States Dollars, such revenues shall be
        converted  into  United  States  Dollars,  for  the  purposes  of
        calculating Royalties  payable to  ThermoLase hereunder,  at  the
        average exchange rate during the relevant quarter as published in
        the New York edition of the Wall Street Journal.

        5.   USE OF THERMOLASE MARKS

             5.1  Trademark License; Promotional Materials.

                  (a)  ThermoLase grants to  Licensee an exclusive  right
        and license in the Territory  (including the right to  sublicense
        to one  or more  Sublicensees)  to use  the ThermoLase  Marks  in
        connection  with   promotional   activities   relating   to   the
        performance of SoftLight  Procedures, provided  Licensee and  all
        Sublicensees  acknowledge  ThermoLase's  rights  in  and  to  the
        ThermoLase Marks by  (i) referring to  the same at  all times  as
        service marks of  ThermoLase in any  signage, advertising,  press
        release, article,  publication  or  other  promotional  material,
        document or  broadcast referencing  the ThermoLase  Marks and  by
        (ii) including the proprietary marking "(SM)" after SoftLight and

                                        5PAGE
<PAGE>
        Spa Thira each time they are used by Licensee (or Sublicensee) in
        any printed or electronic media.  In any and all descriptions  of
        or  references  to   the  SoftLight   Procedures,  Licensee   and
        Sublicensee shall  use no  descriptive name  or mark  other  than
        SoftLight(SM) Spa Thira(SM), and "ThermoLase", or a name approved
        in  advance  by  ThermoLase  which  is  formed  by  combining   a
        ThermoLase Mark with the  name "Jacques Dessange" (the  "Combined
        Name"), the use of  which will be authorized  only to the  extent
        Licensee or  Sublicensee  has received  appropriate  licenses  or
        sublicenses from the relevant trademark owners.

                  (b)  ThermoLase shall  have  the right  to  review  and
        pre-approve (or reject) all promotional and advertising materials
        relating to the  SoftLight Procedures or  SoftLight Lasers  which
        are  prepared  by  Licensee  or  its  Sublicensee,   consultants,
        contractors or agents, and which  are not based substantially  on
        materials provided by ThermoLase.  Licensee shall not include  in
        any such promotional or advertising materials any claims,  facts,
        data or representations relating  to the SoftLight Procedures  or
        SoftLight Lasers which are not provided in writing by  ThermoLase
        or otherwise approved by ThermoLase in writing.
         
             5.2  Ownership of ThermoLase Marks .  ThermoLase shall  have
        the  exclusive   right  under   this  Agreement   to  apply   for
        registration  (and  shall  so  apply),  and  to  extend  existing
        registrations, of the ThermoLase Marks for use in connection with
        the SoftLight Procedures or otherwise, except the Combined  Name,
        which may  be  applied for  and  owned by  Licensee,  subject  to
        ThermoLase's ownership of any underlying ThermoLase Marks and any
        third party's ownership of the name "Jacques Dessange".  Licensee
        will not register,  or cause or  permit to be  registered in  the
        name of any entity other than ThermoLase, the ThermoLase Marks or
        any trademark,  trade name  or service  mark confusingly  similar
        thereto,  with  any  federal,  national,  supra-national,  state,
        municipal or other  governmental authority  of any  jurisdiction,
        whether within or  outside the  United States  or the  Territory.
        Except as  contemplated by  the parties  in case  of use  of  the
        Combined Name, Licensee will not use or associate the  ThermoLase
        Marks with any other trademark, trade name or service mark in any
        advertising or publicity utilized by Licensee in connection  with
        the SoftLight Procedures  or otherwise  in such manner  as to  be
        misleading with respect to the ownership of the ThermoLase Marks.
        Licensee further  agrees not  to  create a  composite  trademark,
        trade name or service mark  with the ThermoLase Marks, except  in
        each instance  with  ThermoLase's  prior  written  consent  which
        ThermoLase acting in its sole discretion may withhold.   Licensee
        agrees that every use of the ThermoLase Marks shall inure to  the
        ultimate benefit of  ThermoLase.   Licensee shall  not remove  or
        obscure or alter in any manner the ThermoLase Marks or any notice
        thereof, which  may be  displayed on  the SoftLight  Lasers,  the
        SoftLight Lotion,  a facility  for the  performance of  SoftLight
        Procedures, or  any other  documentation provided  by  ThermoLase
        hereunder.
                                        6PAGE
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             5.3  Quality Controls and Assurance.

                  (a)  Licensee agrees  that  any  services  provided  by
        Licensee  and  its  Sublicensees  based  on  performance  of  the
        SoftLight Procedures pursuant  to this  Agreement shall  be of  a
        quality at  least  equal  to  the  quality  of  similar  services
        provided by ThermoLase or its other franchisees  at facilities at
        which ThermoLase or its other franchisees provide such services.

                  (b)  In addition, in order to comply with  ThermoLase's
        quality  control  standards,  Licensee   shall:    (i)  use   the
        ThermoLase  Marks  in  compliance  with  all  relevant  laws  and
        regulations; and (ii)  accord ThermoLase the right (to the extent
        permitted by  local  law or  rules  of professional  conduct)  to
        inspect during  normal  business  hours,  without  prior  advance
        notice, its facilities (and those  of its Sublicensees) in  order
        to confirm  that Licensee's  use of  the ThermoLase  Marks is  in
        compliance with this Agreement.

                  (c)  Licensee agrees that  its failure  to comply  with
        the  quality  standards  described   in  this  Article  5   shall
        constitute a material breach of this Agreement.

             5.4  Translation of Documentation  . Licensee  shall ensure,
        at its  expense,  that  all technical  manuals,  advertising  and
        marketing  information  and   other  documentation  provided   by
        ThermoLase required  by law  to  be in  the French  language  are
        translated into French.   Licensee shall provide ThermoLase  with
        advance copies  of all such  materials for  approval;  provided ,
        however, that  Licensee shall  take full  responsibility for  any
        mistakes or inaccuracies in such translations.  All right,  title
        and interest  in  and to  such  translations shall  be  owned  by
        ThermoLase, and  Licensee hereby  assigns  all right,  title  and
        interest  in  and  to  such  translations,  and  all   copyright,
        trademark and  other  intellectual property  rights  therein,  to
        ThermoLase,  as  they   are  developed.     Licensee  shall,   at
        ThermoLase's  request,  execute  and  deliver  all  certificates,
        applications, assignments and other instruments as ThermoLase may
        reasonably request  in  order  to effectuate  the  assignment  of
        translations to ThermoLase as described above.  All employees  of
        Licensee shall waive all  moral rights with  respect to works  of
        authorship in such translations created  by them.  To the  extent
        permitted by  local  law, Licensee  will  enter into,  and  cause
        Sublicensee to  enter  into,  agreements with  its  employees  to
        ensure compliance with the provisions of this Section 5.4.

        6.   CONFIDENTIALITY

             6.1  Licensee acknowledges  and agrees  that ThermoLase  has
        disclosed,  and  shall  continue  to  disclose,  to  Licensee  in
        connection  with  the   use  of  the   Licensed  Technology   and
        performance of this Agreement certain confidential information of
        ThermoLase regarding  its  business  operations,  trade  secrets,
        know-how, customer information, pricing, marketing data and other
                                        7PAGE
<PAGE>
        information of  a confidential  nature relating  to the  Licensed
        Technology  and  the  SoftLight  Procedures,  including,  without
        limitation,  the  terms  of  this  Agreement  (collectively,  the
        "ThermoLase Confidential Information").  In addition,  ThermoLase
        acknowledges and agrees that Licensee  may disclose to it  during
        the term of  this Agreement certain  confidential information  of
        Licensee  regarding  its  business  operations,  trade   secrets,
        know-how, customer information, pricing, marketing data and other
        information of a confidential nature (the "Licensee  Confidential
        Information").

             6.2  The Confidential Information of each party shall remain
        the sole  and exclusive  property of  such party,  and the  other
        party shall  have no  interest or  rights with  respect  thereto,
        except to the extent expressly provided in this Agreement.   Each
        party agrees to maintain the confidentiality of the  Confidential
        Information of the other party, provided, however, that  Licensee
        shall  have  the  right  to  disclose  such  information  to  its
        sublicensees who have  a need  to know such  information and  who
        have agreed in writing to maintain the confidentiality thereof in
        a manner  no  less  restrictive than  that  required  under  this
        Agreement.   Notwithstanding  the foregoing  provisions  of  this
        Article 6, the receiving party  shall have the right to  disclose
        any information  that  it  can  demonstrate  (i)  was  rightfully
        possessed by the receiving party before it was received from  the
        disclosing party,  (ii)  is  or  becomes  public  otherwise  than
        through any act or  default of the receiving  party, or (iii)  is
        required by  law,  court  order  or stock  exchange  rule  to  be
        disclosed, provided the receiving  party notifies the  disclosing
        party in writing  prior to making  any such disclosure  so as  to
        afford to ThermoLase a reasonable  opportunity to object or  seek
        an appropriate protective order with respect to such disclosure.

        7.   ENFORCEMENT OF RIGHTS

             Licensee shall  promptly  advise  ThermoLase  upon  becoming
        aware of any  infringement or threatened  infringement of any  of
        the Licensed Technology or the ThermoLase Marks in the  Territory
        or any claim that the Licensed Technology or the ThermoLase Marks
        infringe the   intellectual property rights  of another party  in
        the  Territory.    ThermoLase,  in  its  sole  discretion,  shall
        determine the  appropriate  action,  if any,  to  be  taken  with
        respect to  any such  infringement and  shall have  the right  to
        exclusive  control  of   any  enforcement   suit  or   proceeding
        (provided, however, that  Licensee shall remain  a party to  such
        suit to the extent so required).   Licensee shall cooperate  with
        ThermoLase with respect  to any  enforcement, including,  without
        limitation, joining as  a party to  any litigation, if  required.
        All costs and expenses (including attorneys' fees) of any  action
        relating to any such infringement shall be borne by Licensee  or,
        and all amounts, if  any, recovered under  such action, shall  be
        paid to  Licensee.   Notwithstanding  the  foregoing,  ThermoLase
        shall be solely responsible for enforcing its rights against  the
        European Laser  Center's  technology  as  it  exists  as  of  the
                                        8PAGE
<PAGE>
        Effective Date,  and  shall  bear  all  costs,  and  receive  all
        recoveries, in connection therewith.

        8.   LIMITATION OF LIABILITY; REMEDIES

             8.1  Consequential Damages.  Notwithstanding anything to the
        contrary  contained   in   this  Agreement,   including   without
        limitation the  provisions  of  Article 7  above,  neither  party
        hereto shall be liable  to the other  for any indirect,  special,
        consequential, incidental or punitive damages (including  without
        limitation damages for  loss of use  of facilities or  equipment,
        loss of revenue, loss of profits or loss of goodwill)  regardless
        of (i) the negligence (either sole or concurrent) of either party
        and  (ii)  whether  either  party   has  been  informed  of   the
        possibility of such damages.

             8.2  No Warranty.  THERMOLASE PROVIDES HEREIN NO WARRANTY OF
        MERCHANTABILITY, OF  FITNESS FOR  A PARTICULAR  PURPOSE, OF  NON-
        INFRINGEMENT, OR AS TO  THE RESULTS THAT MAY  BE ATTAINED BY  THE
        PERFORMANCE, PRACTICE OR OPERATION  OF THE SOFTLIGHT  PROCEDURES,
        INCLUDING WITHOUT LIMITATION THE SOFTLIGHT LASERS.

             8.3  Equitable Relief .  Notwithstanding any other provision
        of this  Agreement to  the contrary,  due to  the fact  that  the
        unauthorized use,  transfer or  dissemination of  the  ThermoLase
        Confidential Information  or  the  Licensed  Technology,  or  the
        improper use thereof  in violation  of ThermoLase's  instructions
        and/or   applicable   law   or   regulations,   would    diminish
        substantially the  value thereof  and cause  irreparable harm  to
        ThermoLase which could  not be adequately  addressed by  monetary
        damages, if Licensee breaches any of the provisions of Articles 2
        or 5 of   this Agreement, ThermoLase  shall be entitled,  without
        limiting its other rights or remedies, to obtain equitable relief
        to prevent or restrain such breach, including without  limitation
        injunctive relief.

        9.   TERM AND TERMINATION

             9.1  Term  . The initial  term  of this  Agreement  ("Term")
        shall commence on  the Effective  Date and  shall continue  until
        December 31, 2012, unless sooner terminated as set forth  herein,
        and  shall  be  renewed  automatically  for  successive  one-year
        renewal terms,  unless either  party notifies  the other  of  its
        desire not to so renew at least sixty (60) days prior to the  end
        of the initial term or the  applicable renewal term, as the  case
        may be.

             9.2  Termination.

             ThermoLase shall have the right to terminate this Agreement,
        effective immediately upon notice to Licensee:

                  (a)  if  Licensee  fails  to  perform  or  observe,  or
        otherwise materially  breaches any  of its  material  obligations
                                        9PAGE
<PAGE>
        under this Agreement or the Supply Agreement, and such failure or
        breach continues  unremedied for  a period  of thirty  (30)  days
        following written notice thereof; or

                  (b)  upon the occurrence of any change in the ownership
        of Dessange  Holding  S.A., Licensee,  D.B.C.  Holding,  Franklin
        Holdings, S.A., or any of its or their direct or indirect owners.
        Notwithstanding the  foregoing, ThermoLase  agrees that  (i)  the
        shareholders of Dessange Holding listed on Exhibit B hereto shall
        have the  right  to transfer  shares  of Dessange  Holding  among
        themselves (but not to any  third party), provided that  Franklin
        Holdings, S.A.  at  no time  reduces  its ownership  interest  in
        Dessange Holding  below  50%;  (ii) the  shareholders  of  D.B.C.
        Holding, S.A. shall have the  right to transfer shares of  D.B.C.
        Holding, S.A. among  themselves, provided  that Franklin  Holding
        S.A.  does  not  reduce  its  ownership  of  shares  of  Franklin
        Holdings,  S.A.  below  50.1%  of  the  total  shares  of  D.B.C.
        Holdings, S.A.; (iii) the  shareholders of Franklin Holding  S.A.
        shall have the right to transfer shares of Franklin Holding, S.A.
        among themselves or to offer  shares of Franklin Holding S.A.  to
        the public or to  sell shares of Franklin  Holding S.A. to  third
        parties, to the  extent that the  Dessange Holding Owners,  their
        next of kin  and current  or future executives  and employees  of
        Franklin  Holding,  S.A.  or  companies  controlled  by  Franklin
        Holding, S.A.  retain at  least 50.1%  of the  capital stock  and
        voting rights of  Franklin Holding, S.A.,  and (iv) the  Dessange
        Holding Owners may transfer their ownership interests in Dessange
        Holding, JV  France, Franklin  Holding, S.A.,  or any  of its  or
        their direct or indirect owners as required by the laws of estate
        or family devolution.

                  (c)  upon the  occurrence of  an event  of  dissolution
        pursuant to the terms of Article X of the Operating Agreement, or
        upon the occurrence of ThermoLase's purchase of D.B.C.  Holding's
        interest in  Licensee pursuant  to Article  IX of  the  Operating
        Agreement; or

                  (d)  upon the dissolution of JV France; or

                  (e)  if Licensee:    (i) files  for  or consents  to  a
        general assignment for the benefit of creditors, (ii) applies for
        or consents to the appointment of, or the taking possession by, a
        receiver, custodian, trustee or liquidator of itself or all or  a
        substantial part  of  its assets,    (iii) files  a  petition  in
        bankruptcy  or  liquidation,  or   is  adjudicated  bankrupt   or
        insolvent  or  takes  similar  actions  under  the  laws  of  any
        jurisdiction for the general benefit of creditors of an insolvent
        or financially  troubled  debtor,  (iv)  seeks  the  liquidation,
        dissolution or  winding-up  of  itself,  or  the  composition  or
        readjustment of  its  debts, (v)  adopts  any resolution  of  its
        Members or  Directors for  the purpose  of effecting  any of  the
        foregoing, or (vi) is the  subject of an involuntary  proceeding,
        which is not fully dismissed within forty-five (45) days, seeking
        Licensee's   liquidation,    reorganization,    dissolution    or
                                       10PAGE
<PAGE>
        winding-up, or composition or readjustment  of its debts, or  the
        appointment of a trustee, receiver  custodian, liquidator or  the
        like of Licensee or all or any substantial part of its assets, or
        similar relief in respect of  Licensee under any law relating  to
        bankruptcy,  insolvency,   reorganization,  winding-up   or   the
        composition or readjustment of debts.

             Licensee (by action  of its Directors  other than  Directors
        designated by ThermoLase) shall have the right to terminate  this
        Agreement, effective immediately upon notice to ThermoLase:

                  (f)  in  the  event  that   ThermoLase  ceases  to   be
        controlled,  directly   or   indirectly,   by   Thermo   Electron
        Corporation or one of its direct or indirect subsidiaries  (where
        control means ownership of more than 50% of the capital stock  or
        voting stock of a corporation); or

                  (g)  upon the  occurrence of  an event  of  dissolution
        pursuant to the terms of Article X of the Operating Agreement, or

                  (h)  upon the dissolution of JV France.

             9.3  Effects of  Termination  .  Upon expiration  or earlier
        termination of  this Agreement  for any  reason, all  rights  and
        obligations of  the parties  under  this Agreement  shall  cease,
        except that Licensee shall be obligated to pay to ThermoLase  all
        outstanding fees and Royalties that  are payable with respect  to
        the period  prior to  the effective  date of  such expiration  or
        earlier  termination.      Upon  such   expiration   or   earlier
        termination, Licensee shall cease all use of the ThermoLase Marks
        and the  Licensed  Technology,  and ThermoLase  shall  have  free
        access to all User Manuals and any other materials in  Licensee's
        possession that are  related to  the Licensed  Technology or  the
        ThermoLase Marks.  Upon the expiration or earlier termination  of
        this  Agreement,  Licensee  will  be  deemed  to  have  assigned,
        transferred or  conveyed to  ThermoLase any  and all  rights  and
        goodwill in  or  to  the  ThermoLase Marks  that  may  have  been
        obtained or developed by Licensee, and Licensee will, without any
        consideration other than the  mutual covenants and agreements  of
        this Agreement, execute  and deliver such  instruments and  other
        documents as may  be requested by  ThermoLase to accomplish  such
        assignment, transfer and  conveyance, or to  preserve and  secure
        the  rights  of  ThermoLase  (or  its  parents,  subsidiaries  or
        affiliates) in and to the ThermoLase Marks.  Upon the  expiration
        or  earlier  termination  of   this  Agreement,  Licensee   shall
        immediately remove all signs and other markings from each of  its
        facilities and articles (and shall oversee such removal from  the
        facilities and articles of  its Sublicensees) which indicate  any
        connection to  the SoftLight  Procedures, SoftLight  Lasers,  the
        ThermoLase Marks or ThermoLase.

             9.4  No  Rights   to   Compensation   Upon   Expiration   or
        Termination .  In the  event of a termination  pursuant to any  of
        the provisions  of  this Agreement  or  upon expiration  of  this
                                       11PAGE
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        Agreement, ThermoLase shall not  have any obligation to  Licensee
        or to  its  Sublicensee,  or  to  any  employee  of  Licensee  or
        Sublicensee, for compensation  or for damages  on account of  the
        loss by Licensee or  Sublicensee or such  employee of present  or
        prospective  sales,   investments,  compensation   or   goodwill.
        Licensee, for  itself and  on behalf  of each  of its  employees,
        hereby waives any rights which may be granted to it or them under
        the laws and regulations of the Territory or otherwise which  are
        not granted to it or them by this Agreement.
         
             9.5  Survival .  Notwithstanding  anything to  the  contrary
        contained herein, the provisions of  Sections 2.2, 2.3, 6, 7,  8,
        9.3, 9.4,  9.5  and  10  of  this  Agreement  shall  survive  any
        expiration or earlier termination of this Agreement according  to
        their respective terms.

        10.  MISCELLANEOUS

             10.1 Compliance with Laws .  Licensee shall  comply with all
        national,  supra-national,  provincial  and  local  laws,  rules,
        orders, ordinances and regulations  of any governmental or  other
        public authority applicable to  the performance of the  SoftLight
        Procedures.

             10.2 Notices  . Whenever by  the  terms of  this  Agreement,
        notice, demand or other  communication shall or  may be given  to
        either party,  the same  shall be  in writing  and, addressed  as
        follows, or to such other address or addresses as shall from time
        to time be designated  by written notice by  either party to  the
        other as herein provided:

             if to Licensee:

             ThermoLase France, L.L.C.
             10455 Pacific Center Court
             San Diego, CA 92101, USA
             Attn: President;

             if to ThermoLase:

             ThermoLase Corporation
             10455 Pacific Center Court
             San Diego, CA 92101, USA
             Attn: President;

             with a copy to

             General Counsel
             Thermo Electron Corporation
             81 Wyman St.
             Waltham, MA 02254-9046 USA

        All notices shall be  sent by registered  or certified air  mail,
        postage prepaid  and  return  receipt requested,  or  by  Federal
                                       12PAGE
<PAGE>
        Express or other comparable courier providing proof of  delivery,
        and shall be deemed duly given and received (i) if mailed, on the
        [tenth (10th)]  Business Day  following the  mailing thereof,  or
        (ii) if sent by courier, the date of its receipt (or, if such day
        is not a Business Day, the next succeeding Business Day).

             10.3 Governing Law.  This Agreement shall be governed by and
        construed in accordance  with the laws of the State of  Delaware,
        excluding its conflict of  laws principles.  Notwithstanding  the
        application of the laws of the State of Delaware, Licensee agrees
        that ThermoLase shall have no obligation to provide Licensee with
        any  information  or   disclosures  relating   to  the   Licensed
        Technology, the SoftLight  Procedures or the  operation of a  Spa
        Thira except  as  set  forth herein.    In  particular,  Licensee
        waives, and releases  ThermoLase from, any  obligation to  comply
        with the  Disclosure  Requirements  and  Prohibitions  concerning
        Franchising and  Business  Opportunity  Ventures  of  the  United
        States  Federal  Trade  Commission  or  any  similar   provisions
        existing under the laws of the State of Delaware.

             10.4 Governing Language  .  This  Agreement, any  sublicense
        under this Agreement  and any amendments  or other  modifications
        hereof or  thereof,  and  all notices  and  other  communications
        hereunder or thereunder shall be in the English language.  In the
        event  that  this  Agreement  or  any  sublicense  hereunder   is
        translated into any other language, the English language  version
        shall control.

             10.5 Entire  Agreement .    This  Agreement,  including  all
        schedules and exhibits  hereto, constitutes the  sole and  entire
        agreement between  ThermoLase and  Licensee with  respect to  the
        subject matter hereof,  supersedes all  prior agreements  between
        the parties either written or oral and shall not be supplemented,
        amended, varied or modified in any manner except by an instrument
        in writing  signed by  duly  authorized representatives  of  both
        parties.

             10.6 Waiver.  No  delay or  omission on the  part of  either
        party to this  Agreement in  requiring performance  by the  other
        party or in  exercising any  right hereunder shall  operate as  a
        waiver of any provision hereof or of any right hereunder, and the
        waiver, omission or delay in requiring performance or  exercising
        any right hereunder on any one occasion shall not be construed as
        a bar to  or waiver of  such performance or  right on any  future
        occasion.

             10.7 Remedies Cumulative  . Any and  all rights and remedies
        which either party may  have under this Agreement,  at law or  in
        equity, shall be cumulative and shall not be deemed  inconsistent
        with each  other, and  any two  or more  of all  such rights  and
        remedies may be exercised at  the same time insofar as  permitted
        by law.

                                       13PAGE
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             10.8 Headings .   Article  and  Section  headings  and   the
        organization of this Agreement are for descriptive purposes  only
        and shall not control or alter the meaning of this Agreement.

             10.9 Costs .  Except as otherwise expressly provided  herein,
        each party shall bear  its own costs  and expenses in  performing
        its obligations  under this  Agreement.   In the  event that  one
        party to this  Agreement commences  an action  against the  other
        party to this Agreement, the  prevailing party shall be  entitled
        to  recover  its  costs  resulting  from  such  action  from  the
        non-prevailing party.

             10.10     Successors and Assigns .  This Agreement  shall be
        binding upon and shall inure to the benefit of the parties hereto
        and their respective successors and permitted assigns.

             10.11     Authority   .  The  individuals   executing   this
        Agreement hereby represent  and warrant that  they are  empowered
        and duly authorized to so execute this Agreement on behalf of the
        parties they represent.

             10.12     Severability . If any provision of this  Agreement
        is declared invalid or unenforceable by a court or other tribunal
        having competent jurisdiction,  it is mutually  agreed that  this
        Agreement shall endure  except for the  part declared invalid  or
        unenforceable by order  of such  court or  tribunal. The  parties
        shall consult and use  their best efforts to  agree upon a  valid
        and enforceable provision which shall be a reasonable  substitute
        for such  invalid  or unenforceable  provision  in light  of  the
        intent of this Agreement.

             10.13     Change in  Control.   In the  event that  Dessange
        Holding  acquires  the  entire  interest  of  ThermoLase  in  the
        Licensee, then ThermoLase  and Licensee shall  negotiate in  good
        faith  such  amendments  to  this  Agreement  as  are  reasonably
        necessary to  enable  Licensee  to enjoy  the  benefits  of  this
        Agreement.

             10.14     Dispute Resolution.

                  a.   Mediation  .  In   the  event   of  any   dispute,
        controversy or claim arising out of or relating to this Agreement
        or to a breach hereof, including its interpretation,  performance
        or termination, the  parties agree to  follow the procedures  set
        forth in this Section 10.14.   First, the parties shall  identify
        in writing the point  on which they  cannot agree (the  "Disputed
        Point") and the respective positions  of each party with  respect
        to such point. The parties will refrain from making a decision on
        the Disputed Point for a period of up to two weeks.  During  such
        2-week period, the parties will  (i) consult with one another  in
        good faith with the  goal of resolving  the Disputed Point,  (ii)
        engage a mutually acceptable impartial mediator who is fluent  in
        both English  and  French  (the "Mediator")  to  assist  them  in
        finding a  mutually agreeable  solution  to the  Disputed  Point,
                                       14PAGE
<PAGE>
        (iii) study the economic or commercial bases on which each of the
        parties has based its position and  the issues raised by each  of
        the parties in respect of the Disputed Point, and (iv)  cooperate
        with the  Mediator  in  examining alternative  solutions  to  the
        Disputed Point.  The costs and expenses of the Mediator shall  be
        shared equally by the parties. The  parties will meet at the  end
        of such  2-week period  for the  sole purpose  of discussing  and
        voting on the  Disputed Point.   The Mediator  shall conduct  the
        meeting and begin it with a summary of the situation, the  nature
        of the Disputed Point and any proposed solutions, while reminding
        the parties  of  the  consequences of  the  continuation  of  the
        dispute.  The parties will use  their good faith best efforts  to
        agree on a solution prior to or during such meeting.

                  b.  Arbitration. In  the event  that a  Disputed Point
        cannot be  resolved  by  the  mediation  procedure  described  in
        Section  10.14(a)    above,   and  provided  that  the   Deadlock
        resolution provisions of Article IX of the Operating Agreement do
        not apply, then such Disputed Point, shall be finally resolved by
        arbitration.   The  arbitration shall  be  conducted by  one  (1)
        arbitrator fluent  in  French  and English,  with  experience  in
        international commercial joint ventures,  to be appointed by  the
        presiding  officer   of  the   London  Court   of   International
        Arbitration ("LCIA").   The arbitration  shall be   conducted  in
        English, under  the supervisory  authority of  the LCIA,  and  in
        accordance  with   the   LCIA  arbitration   rules.      Multiple
        arbitrations between the parties and their Affiliates relating to
        the same transaction or series of transactions may be  aggregated
        in the same arbitration  proceeding.  The arbitration,  including
        the rendering of the award, shall take place in London,  England,
        and shall  be the  exclusive forum  for resolving  such  dispute,
        controversy or claim.   The decision of  the arbitrator shall  be
        binding  upon  the  parties  hereto,  and  the  expense  of   the
        arbitration (including without limitation the award of attorneys'
        fees to the  prevailing party)  shall be paid  as the  arbitrator
        determines.  The decision of  the arbitrator shall be  executory,
        and judgment thereon  may be  entered by any  court of  competent
        jurisdiction.  The prevailing party  in any arbitration shall  be
        entitled to such reasonable attorneys' fees as may be awarded  by
        the arbitrator.  The non-prevailing party shall pay to the  other
        party such reasonable attorneys' fees, together with such fees of
        the arbitrator and costs and expenses of the arbitration, as  may
        be awarded  by the  arbitrator.   Notwithstanding the  foregoing,
        nothing in this section 10.14(b)  shall be construed as  limiting
        in any way the  right of a party  to seek injunctive relief  with
        respect to any actual or threatened breach of this Agreement from
        a court of competent jurisdiction.

                     [Remainder of Page Intentionally Blank]

                                       15PAGE
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             IN WITNESS WHEREOF, the parties hereto have executed this
        Agreement under seal as of the date first set forth above.

        THERMOLASE CORPORATION        THERMOLASE FRANCE L.L.C.


        By: ____________________      By:___________________________
              Name:                        Name:
              Title:                       Title:


                      [Signature Page to License Agreement]






















                                       16PAGE
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

                                    EXHIBIT A
                               Licensed Technology

        United States Patents

        5,226,907 Hair Removal Device and Method
        5,425,728 Hair Removal Device and Method
        5,423,803 Skin Surface Peeling Process using Laser

        United States Patent Applications

        **********     ******************************
        **********     ****************************
        **********     **********************************************
                       *******************************
        **********     **********************************
        **********     ****************************
        **********     **********************************
        **********     *******************

        European Patent Applications

        ***********    ***********************************************
                       ********
        ***********    ****************************************
                       *************************

        Patent Cooperation Treaty ("PCT") Applications

        *************** ******************
        *************** *********************************

        Other Patents.  As patent applications that cover the Licensed
        Technology are filed and issue in the Territory, they shall
        constitute Patents under this Agreement.

        Other Licensed Technology

        ThermoLase's trade secrets and know how relating to the
        inventions covered by the above patents, the operation and
        maintenance of the SoftLight Lasers and the performance of the
        SoftLight Procedures, as described more fully in the User Manual
        and the training to be provided by ThermoLase to Licensee. 

        European Trademarks
        -------------------

        ThermoLase has applied for EC trademarks for the following marks:

        Mark           Application Date         Classes
        ----           ----------------         -------
        SoftLight      April 6, 1996            9, 42
        Spa Thira      April 6, 1996            3, 42
                                       17PAGE
<PAGE>
                                    EXHIBIT B

                              Schedule of Ownership


        JDM Investment, S.A.
        --------------------

             Yves Micheli             ____%
             D.B.C. Holding S.A.      ____%
             Jacques Dessange
                  Management, S.A.    ____%
             Benjamin Dessange        ____%
             Bernard Sagon            ____%
             Michel Couvin            ____%
             Daniel Conte             ____%

        D.B.C. Holding S.A.
        -------------------

             Franklin Holdings, S.A.  59.5%
             Jacques Dessange
                  Management, S.A.    ____%
             Benjamin Dessange        ____%
             Bernard Sagon            ____%
             Michel Couvin            ____%
             Daniel Conte             ____%










                                       18PAGE
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                                                                EXHIBIT E

                              SUBLICENSE AGREEMENT

                            Sublicensee Information:

        Name:          THERMODESS, S.A.S.        ("Sublicensee")
        Address:       ________________
                       ________________
                       ________________
        Telephone No.: ________________
        Fax No.        ________________

        Effective Date:     ________ __, 1996 

        Territory:     FRANCE (including its Departements d'Outre-Mer
                       (D.O.M)., but excluding all other Territories
                       d'Outre-Mer (T.O.M.) and other jurisdictions)

                                   BACKGROUND

        A.   ThermoLase Corporation ("ThermoLase") has developed  certain
        proprietary equipment and processes  for the removal of  unwanted
        human  hair  and  the   exfoliation  or  rejuvenation  of   skin.
        ThermoLase desires to have such technology and processes utilized
        in the Territory set forth above (the "Territory").

        B.   ThermoLase France L.L.C. ("Licensee") has been appointed  as
        ThermoLase's exclusive licensee of such Patents and procedures in
        France, pursuant to  a License Agreement  between ThermoLase  and
        Licensee, of even date herewith (the "License Agreement").

        C.   Sublicensee is a  French S.A.S.,  the members  of which  are
        ThermoLase and JDM  Invest S.A. Licensee  is prepared to  appoint
        Sublicensee as a  sublicensee of such  Patents and procedures  in
        the territory set forth above (the "Territory") on the terms  and
        conditions set forth  below, and to  sell to Sublicensee  certain
        SoftLight Lasers and SoftLight Lotion for use in practicing  such
        procedures,  all  pursuant  to   a  mutually  acceptable   Supply
        Agreement  to  be  entered  into  by  the  parties  (the  "Supply
        Agreement").

                                    AGREEMENT

             Licensee and Sublicensee hereby agree as follows:

        1.   DEFINITIONS

             The following terms shall  have the following meanings  when
        capitalized herein:

             1.1  "Business Day"  means a day on which banks are open for
        business in San Diego, California and Paris, France.
PAGE
<PAGE>
             1.2  "Improvement" means  any  improvement,  enhancement  or
        modification to existing  Licensed Technology, whether  developed
        by ThermoLase, Licensee, Sublicensee or any third party.

             1.3  "Licensed Technology"  means the  inventions claimed in
        the Patents, including  Improvements, together with  any and  all
        know-how, trade  secrets and  other information  relating to  the
        SoftLight Procedures and SoftLight Laser.

             1.4  "Patents" means (i) the patents and patent applications
        listed on   Exhibit A attached hereto, (ii) any subsequent patent
        application by  ThermoLase having  one  or more  claims  covering
        Improvements,  (iii)  any  divisions,  reissues,   continuations,
        renewals  and  extensions  of  any  of  said  patents  or  patent
        applications, and  (iv)  any  patent  issuing  upon  any  of  the
        foregoing.

             1.5  "SoftLight Laser"  means a laser designed by ThermoLase
        for use with a lotion in  the removal of unwanted human hair  and
        the exfoliation or rejuvenation of skin.

             1.6  "SoftLight  Lotion"  means  the   lotion  approved  by
        ThermoLase for use in the SoftLight Procedures.

             1.7  " SoftLight Procedures" means  the removal  of unwanted
        human hair and the exfoliation or rejuvenation of skin using  one
        or more SoftLight Lasers and the SoftLight Lotion.

             1.8  "ThermoLase Marks" means ThermoLase's SoftLight(SM) and
        Spa Thira(SM)  service  marks and  the  trade name "ThermoLase",
        including the registrations and applications listed on  Exhibit A
        hereto.

             1.9. "Consolidated Venture  Revenue"     shall  mean  Direct
        Venture Revenue plus  Sublicense Revenue.   Consolidated  Venture
        Revenue  is  calculated  without   reference  to  any  sales   or
        value-added tax that may be imposed on such amounts.

             1.10.  "Direct Venture Revenue"  shall mean the consolidated
        aggregate revenues  received from  customers  in respect  of  the
        performance of the SoftLight Procedures in the Territory and  the
         sale of directly related  products by (i) the Sublicensee,  (ii)
        any entities in  which Sublicensee owns  any equity or  ownership
        interests, or  (iii)  any entities  which  are owned,  wholly  or
        partially, directly or indirectly, by ThermoLase, JDM Investment,
        S.A., D.B.C. Holding S.A., Franklin Holding S.A., or any of their
        direct or indirect owners.

             1.11.  "Sublicense Revenue" shall mean the aggregate revenue
        received by the entities  listed in 1.10(i) to  (iv) from any  of
        their sublicensees or franchisees who do not fall into categories
        (i) to (iv) above, and excluding any inter-company payments (such
        as royalty payments, fees, service charges and the like)  between
        the entities listed in (i) to (iii) above. 
                                        1PAGE
<PAGE>
        2.   LICENSE AND OWNERSHIP OF TECHNOLOGY

             2.1  Grant of License.  Licensee grants to Sublicensee, upon
        the terms  and  subject  to  the conditions  set  forth  in  this
        Agreement, an  exclusive,  non-transferable  license,  under  the
        Patents and  all other  ThermoLase intellectual  property in  the
        Licensed Technology, to perform  the SoftLight Procedures in  the
        Territory.  Sublicensee  shall have the  right to sublicense  the
        foregoing rights  to  one or  more  further sublicensees  in  the
        Territory  (the  "Sub-Sublicensee(s)")  pursuant  to   sublicense
        agreements in  form and  substance acceptable  to ThermoLase  and
        Licensee.

             2.2  Ownership of Licensed Technology.  Sublicensee will not
        take any action or position contrary to ThermoLase's ownership of
        all right,  title and  interest in  and to  the Patents  and  the
        Licensed Technology, and Sublicensee agrees that it will not,  at
        any time, do or cause to be  done any act or thing contesting  or
        in any way impairing or tending to impair the Patents or Licensed
        Technology or  any  part of  such  right, title  or  interest  of
        ThermoLase.  Sublicensee shall not  in any manner represent  that
        Sublicensee has ownership of the Licensed Technology or  Patents,
        and  acknowledges  that   Sublicensee's  use   of  the   Licensed
        Technology shall not  create in Sublicensee  any right, title  or
        interest in or to the Licensed Technology, except for the  rights
        granted to Sublicensee by the express terms of this Agreement.

             2.3  Sublicensee  Improvements  . (a)  Sublicensee  shall
        disclose promptly to ThermoLase any  and all Improvements to  the
        Licensed Technology developed or discovered by Sublicensee or its
        officers, employees or  agents.  All  such Improvements shall  be
        the property of ThermoLase, and, to the extent permitted by  law,
        Sublicensee hereby assigns all right,  title and interest in  and
        to such Improvements, and all patent, copyright, trademark, trade
        secret  and  other  intellectual  property  rights  therein,   to
        ThermoLase,  as  they  are  developed.    Sublicensee  shall,  at
        ThermoLase's  request,  execute  and  deliver  all  certificates,
        waivers,  applications,  assignments  and  other  instruments  as
        ThermoLase may  reasonably request  in  order to  effectuate  the
        assignment of  Improvements  to ThermoLase  as  described  above,
        including    agreements     between    Sublicensee     or     its
        Sub-Sublicensee(s) and their employees relating to the  ownership
        of  inventions  prepared  by  employees.      All  employees   of
        Sublicensee shall waive all moral rights with respect to works of
        authorship constituting  Improvements  created  by  them  to  the
        fullest extent  permitted by  law.   To the  extent permitted  by
        local law,  Sublicensee  will  enter  into  agreements  with  its
        employees to  ensure  compliance  with  the  provisions  of  this
        Section 2.3.

             (b)  To this end, the  parties agree that French  employment
        agreements entered into  with employees and/or  employees of  any
        Sub-sublicensees  will  include  appropriate  language  requiring
                                        2PAGE
<PAGE>
        employees to  undertake, in  accordance  with the  provisions  of
        French Law No. 79-797 of  September 4, 1979, to declare  formally
        to their  employer any  and all  inventions such  employee  might
        develop as author or co-author, attaching to such declaration any
        necessary information, data, drawings  or documents held by  such
        employee and relating to such inventions.

             (c)  With respect to inventions which would be made by  such
        employees within the scope of any research task required from the
        employee by  its  employer within  the  scope of  its  employment
        agreement, the employee shall undertake:

                  -    to acknowledge the  ownership of  its employer  on
        the invention, and

                  -    to satisfy all statutory requirements and to carry
        out all steps required to allow the employer to be recognized  as
        the owner  of  such invention,  including  any patents  or  other
        intellectual  property  rights  which  might  result  from   such
        invention, it  being understood  that the  name of  the  employee
        shall be stated in case any patent application is filed,  without
        such statement entailing any right of co-ownership on the patent.

             In consideration  therefor,  the employer  shall  grant  the
        employee a  remuneration  which  shall  be  in  addition  to  the
        employee's contractual remuneration,  and which shall  be set  in
        accordance with  applicable  collective bargaining  rules  and/or
        then current French practice.

             (d)  With respect to inventions which would be made by  such
        employee outside of the scope of any research task required  from
        the employee by  its employer  as stated above,  but which  would
        satisfy the  rules  set out  in  Article L.611-7  of  the  French
        Industrial Property Code, then such inventions would be  governed
        by the rules set out in such statutory provision.

             (e)  The employer shall thereupon take all steps to transfer
        the ownership of  the intellectual  property right,  or, if  such
        transfer is contrary to local law,  to license to ThermoLase  the
        perpetual, irrevocable, exclusive right to use such invention, in
        which case ThermoLase shall  undertake to reimburse the  employer
        for any amounts  paid to  the employee in  accordance with  local
        rules, as set out above.

             2.4  Additional Improvements .  n  the event  that Licensee
        receives or is entitled to  receive improvements to the  Licensed
        Technology  from   ThermoLase,   Licensee  shall   provide   such
        Improvements  to  Sublicensee   at  the  price   at  which   such
        Improvements were provided to Licensee.
                                        3PAGE
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

             2.5  Future Patents .  ThermoLase  shall have  the exclusive
        right, at its sole  expense, to make all  decisions and take  all
        actions relating  to the  filing  and prosecution  of  additional
        patent applications relating to  the Licensed Technology and  the
        Improvements.   If  Sublicensee  requests  ThermoLase  to  pursue
        particular patent  protection in  the Territory  relating to  the
        Licensed     Technology,   then,   notwithstanding   ThermoLase's
        exclusive  ownership  of  such   patent,  Sublicensee  shall   be
        responsible  for  all   costs  of   preparing,  prosecuting   and
        maintaining such patent in the Territory.

        3.   THERMOLASE TECHNICAL ASSISTANCE

             During the  first  year  of  the  term  of  this  Agreement,
        Licensee shall engage ThermoLase to provide to Sublicensee (or to
        Sub-Sublicensee(s), if so  designated by Sublicensee),  up to  an
        aggregate  of  ****************  of  support  and  assistance  in
        connection  with   the  establishment   and  operation   of   the
        Facilities.    ThermoLase  shall  not  charge  for  such  support
        services, except that  Sublicensee shall be  responsible for  all
        reasonable  travel  and  out  of  pocket  expenses  incurred   by
        ThermoLase and its  personnel in connection  with providing  such
        services. Any direct  costs and expenses  for additional  support
        and assistance shall  be borne  by the  Sublicensee. The  parties
        shall  cooperate  with  each  other  to  schedule  training   and
        assistance in an efficient and cost-effective manner.

        4.   PAYMENT OF FEES AND ROYALTIES

             4.1  Fees and Royalties.

                  (a)  In  consideration  of  the  rights  and   licenses
        granted to Sublicensee  pursuant to  this Agreement,  Sublicensee
        shall  pay  to  Licensee  percentage  royalties  as  provided  in
        paragraph (b) below (the "Royalties").

                  (b)  Royalties shall  be  payable quarterly  within  45
        days following the end of each  calendar quarter.  The amount  of
        such Royalties shall equal ******************** of Direct Venture
        Revenue. ********************************************************
        *****************************************************************
        ************************

                  (c)  Sublicensee  shall  be  entitled  to  retain   ***
        *************  of Sublicense Revenue.  Sublicensee shall remit  to
        Licensee the  balance  of  Sublicense Revenue  as  an  additional
        Royalty.

                  (d)  Notwithstanding the foregoing,  in no event  shall
        the Royalties  payable during  any quarter  exceed  Sublicensee's
        total profits during such quarter.

                                        4PAGE
<PAGE>
                  (e)  Each payment of Royalties shall be accompanied  by
        a written report, in detail reasonably satisfactory to  Licensee,
        specifying the method  of calculation  of the  Royalties for  the
        applicable quarter.  Any fees or Royalties that are not paid when
        due shall  bear interest  from the  due date  until paid  at  the
        lesser of (i) the rate of 1.5% per month or (ii) the maximum rate
        allowed by  applicable  law.    The  foregoing  Royalty  rate  is
        intended by the parties to be the arm's length royalty rate;  and
        the parties  will, no  less than  annually, consider  whether  it
        still reflects  the arm's  length rate  and, if  not, whether  to
        adjust the Royalty rate by mutual agreement.
         
                  (f)  The Royalties, fees and all other amounts  payable
        pursuant to this Agreement are  exclusive of any and all  present
        and future federal, national,  state, local, municipal and  other
        excise, sales, use,  property, value-added or  similar taxes  and
        fees, all of  which shall  be paid by  Sublicensee.   Sublicensee
        shall obtain and provide to Licensee any certificate of exemption
        or similar document required to exempt any transaction under this
        Agreement from any such tax or fee.

                  (g)  The Royalties, fees and all other amounts  payable
        pursuant to  this Agreement  shall be  payable in  United  States
        Dollars.  To  the extent that  revenues are in  a currency  other
        than United States Dollars, such revenues shall be converted into
        United States Dollars, for the purposes of calculating  Royalties
        payable to  Licensee  hereunder,  at the  average  exchange  rate
        during the relevant quarter as published in the New York  edition
        of the Wall Street Journal.

        5.   USE OF THERMOLASE MARKS

             5.1  Trademark License; Promotional Materials.

                  (a)  Licensee grants to Sublicensee an exclusive  right
        and license in the Territory  (including the right to  sublicense
        to one or more Sub-Sublicensees)  to use the ThermoLase Marks  in
        connection  with   promotional   activities   relating   to   the
        performance of SoftLight Procedures, provided Sublicensee and all
        Sub-Sublicensees acknowledge ThermoLase's  rights in  and to  the
        ThermoLase Marks by  (i) referring to  the same at  all times  as
        service marks of  ThermoLase in any  signage, advertising,  press
        release, article,  publication  or  other  promotional  material,
        document or  broadcast referencing  the ThermoLase  Marks and  by
        (ii) including the proprietary marking "(SM)" after SoftLight and
        Spa Thira each time they are used by Licensee (or Sublicensee) in
        any printed or electronic media.  In any and all descriptions  of
        or references to  the SoftLight Procedures,  Sublicensee and  its
        Sub-Sublicensees shall use no descriptive name or mark other than
        SoftLight, Spa Thira,  and "ThermoLase",  or a  name approved  in
        advance by ThermoLase which is  formed by combining a  ThermoLase
        Mark with the name "Jacques Dessange" (the "Combined Name"),  the
        use of which will be authorized only to the extent Sublicensee or

                                        5PAGE
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        Sub-Sublicensee(s)   has   received   appropriate   licenses   or
        sublicenses from the relevant trademark owners.

                  (b)  ThermoLase shall  have  the right  to  review  and
        pre-approve (or reject) all promotional and advertising materials
        relating to the  SoftLight Procedures or  SoftLight Lasers  which
        are prepared by Sublicensee or its Sub-Sublicensees, consultants,
        contractors or agents, and which  are not based substantially  on
        materials provided by ThermoLase or Licensee.  Sublicensee  shall
        not include in any such promotional or advertising materials  any
        claims, facts, data or representations relating to the  SoftLight
        Procedures or SoftLight Lasers which are not provided in  writing
        by ThermoLase or Licensee or otherwise approved by ThermoLase  or
        Licensee in writing.

             5.2  Ownership of ThermoLase Marks  . ThermoLase shall  have
        the exclusive  right to  apply for  registration, and  to  extend
        existing registrations,  of  the  ThermoLase  Marks  for  use  in
        connection with the SoftLight Procedures or otherwise, except the
        Combined Name, which may be applied for and owned by Sublicensee,
        subject to ThermoLase's ownership  of any underlying   ThermoLase
        Marks and  any  third  party's ownership  of  the  name  "Jacques
        Dessange".  Licensee will not register, or cause or permit to  be
        registered in the name of  any entity other than ThermoLase,  the
        ThermoLase Marks or  any trademark,  trade name  or service  mark
        confusingly  similar   thereto,  with   any  federal,   national,
        supra-national, state, municipal or other governmental  authority
        of any jurisdiction, whether within or outside the United  States
        or the Territory.  Except as contemplated by the parties in  case
        of use  of  the  Combined  Name,  Sublicensee  will  not  use  or
        associate the ThermoLase  Marks with any  other trademark,  trade
        name or service mark in any advertising or publicity utilized  by
        Licensee in connection with the SoftLight Procedures or otherwise
        in such manner as to be misleading with respect to the  ownership
        of the  ThermoLase  Marks.   Sublicensee  further agrees  not  to
        create a composite trademark, trade name or service mark with the
        ThermoLase Marks, except in each instance with ThermoLase's prior
        written consent which  ThermoLase acting in  its sole  discretion
        may  withhold.    Sublicensee  agrees  that  every  use  of   the
        ThermoLase  Marks  shall  inure   to  the  ultimate  benefit   of
        ThermoLase.  Sublicensee shall not remove or obscure or alter  in
        any manner the ThermoLase Marks or any notice thereof, which  may
        be displayed on  the SoftLight  Lasers, the  SoftLight Lotion,  a
        facility for  the performance  of  SoftLight Procedures,  or  any
        other documentation provided by ThermoLase or Licensee hereunder.

             5.3  Quality Controls and Assurance.

                  (a)  Sublicensee agrees that  any services provided  by
        Sublicensee and its Sub-Sublicensees based on performance of  the
        SoftLight Procedures pursuant  to this  Agreement shall  be of  a
        quality at  least  equal  to  the  quality  of  similar  services
        provided by ThermoLase or its other franchisees at facilities  at
        which ThermoLase or its other franchisees provide such services.
                                        6PAGE
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                  (b)  In addition, in order to comply with  ThermoLase's
        quality control  standards,  Sublicensee  shall:    (i)  use  the
        ThermoLase  Marks  in  compliance  with  all  relevant  laws  and
        regulations; and (ii)  accord ThermoLase the right (to the extent
        permitted by  local  law or  rules  of professional  conduct)  to
        inspect during  normal  business  hours,  without  prior  advance
        notice, its  facilities (and  those of  its Sub-Sublicensees)  in
        order to  confirm that  the use  of the  ThermoLase Marks  is  in
        compliance with this Agreement.

                  (c)  Sublicensee agrees that its failure to comply with
        the  quality  standards  described   in  this  Article  5   shall
        constitute a material breach of this Agreement.

             5.4  Translation  of  Documentation  .    Sublicensee  shall
        ensure, at its expense,  that all technical manuals,  advertising
        and marketing  information and  other documentation  provided  by
        ThermoLase or  Licensee  required by  law  to be  in  the  French
        language are translated  into French.  Sublicensee shall  provide
        ThermoLase  with  advance  copies  of  all  such  materials   for
        approval;     provided,    however, that  Sublicensee shall  take
        responsibility  for  any   mistakes  or   inaccuracies  in   such
        translations.   All right,  title  and interest  in and  to  such
        translations shall be owned by ThermoLase, and Sublicensee hereby
        assigns  all  right,   title  and   interest  in   and  to   such
        translations, and all copyright, trademark and other intellectual
        property rights therein,  to ThermoLase, as  they are  developed.
        Sublicensee shall, at ThermoLase's  request, execute and  deliver
        all  certificates,      applications,   assignments   and   other
        instruments as  ThermoLase may  reasonably  request in  order  to
        effectuate  the  assignment  of  translations  to  ThermoLase  as
        described   above.      All   employees   of   Sublicensee    and
        Sub-Sublicensees shall  waive all  moral rights  with respect  to
        works of authorship in such translations created by them.  To the
        extent permitted by local law,  Sublicensee will enter into,  and
        cause its  Sub-Sublicensee to  enter  into, agreements  with  its
        employees to  ensure  compliance  with  the  provisions  of  this
        Section 5.4.

        6.   CONFIDENTIALITY

             6.1  Licensee acknowledges  and agrees  that ThermoLase  and
        Licensee have  disclosed,  and  shall continue  to  disclose,  to
        Sublicensee in connection with the use of the Licensed Technology
        and  performance   of   this   Agreement   certain   confidential
        information of  ThermoLase and  Licensee regarding  its  business
        operations,  trade  secrets,   know-how,  customer   information,
        pricing, marketing data and  other information of a  confidential
        nature relating  to the  Licensed  Technology and  the  SoftLight
        Procedures, including,  without  limitation, the  terms  of  this
        Agreement    (collectively,    the    "ThermoLase    Confidential
        Information").   In addition,  Licensee acknowledges  and  agrees
        that Sublicensee  may disclose  to  it during  the term  of  this
                                        7PAGE
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        Agreement  certain   confidential  information   of   Sublicensee
        regarding  its  business  operations,  trade  secrets,  know-how,
        customer  information,   pricing,   marketing  data   and   other
        information  of   a   confidential   nature   (the   "Sublicensee
        Confidential Information").

             6.2  The Confidential Information of each party shall remain
        the sole  and exclusive  property of  such party,  and the  other
        party shall  have no  interest or  rights with  respect  thereto,
        except to the extent expressly provided in this Agreement.   Each
        party agrees to maintain the confidentiality of the  Confidential
        Information of the other party, provided, however, that  Licensee
        shall  have  the  right  to  disclose  such  information  to  its
        sublicensees who have  a need  to know such  information and  who
        have agreed in writing to maintain the confidentiality thereof in
        a manner  no  less  restrictive than  that  required  under  this
        Agreement.   Notwithstanding  the foregoing  provisions  of  this
        Article 6, the receiving party  shall have the right to  disclose
        any information  that  it  can  demonstrate  (i)  was  rightfully
        possessed by the receiving party before it was received from  the
        disclosing party,  (ii)  is  or  becomes  public  otherwise  than
        through any act or  default of the receiving  party, or (iii)  is
        required by  law,  court  order  or stock  exchange  rule  to  be
        disclosed, provided the receiving  party notifies the  disclosing
        party in writing  prior to making  any such disclosure  so as  to
        afford to ThermoLase a reasonable  opportunity to object or  seek
        an appropriate protective order with respect to such disclosure.

        7.   ENFORCEMENT OF RIGHTS

             Sublicensee shall  promptly advise  Licensee and  ThermoLase
        upon  becoming   aware   of  any   infringement   or   threatened
        infringement of any of the Licensed Technology or the  ThermoLase
        Marks in the Territory or any claim that the Licensed  Technology
        or the ThermoLase Marks infringe the intellectual property rights
        of another  party  in the  Territory.   Sublicensee  agrees  that
        ThermoLase,  in  its   sole  discretion,   shall  determine   the
        appropriate action, if any, to be taken with respect to any  such
        infringement and shall have the right to exclusive control of any
        enforcement  suit   or   proceeding  (provided,   however,   that
        Sublicensee shall remain a  party to such suit  to the extent  so
        required).   Sublicensee  shall cooperate  with  ThermoLase  with
        respect  to  any  enforcement,  including,  without   limitation,
        joining as a party to any litigation, if required.  All costs and
        expenses (including attorneys'  fees) of any  action relating  to
        any such  infringement shall  be borne  by Sublicensee,  and  all
        amounts, if any, recovered  under such action,  shall be paid  to
        Sublicensee. Notwithstanding the  foregoing, ThermoLase shall  be
        solely responsible for enforcing its rights against the  European
        Laser Center's technology as it exists as of the Effective  Date,
        and  shall  bear  all  costs,  and  receive  all  recoveries,  in
        connection therewith.

        8.   LIMITATION OF LIABILITY; REMEDIES
                                        8PAGE
<PAGE>
             8.1  Consequential Damages.  Notwithstanding anything to the
        contrary  contained   in   this  Agreement,   including   without
        limitation the  provisions  of  Article 7  above,  neither  party
        hereto shall be liable  to the other  for any indirect,  special,
        consequential, incidental or punitive damages (including  without
        limitation damages for  loss of use  of facilities or  equipment,
        loss of revenue, loss of profits or loss of goodwill)  regardless
        of (i) the negligence (either sole or concurrent) of either party
        and  (ii)  whether  either  party   has  been  informed  of   the
        possibility of such damages.

             8.2  No Warranty . THERMOLASE AND LICENSEE PROVIDE HEREIN NO
        WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE,
        OF NON-INFRINGEMENT, OR AS TO THE RESULTS THAT MAY BE ATTAINED BY
        THE  PERFORMANCE,  PRACTICE   OR  OPERATION   OF  THE   SOFTLIGHT
        PROCEDURES, INCLUDING WITHOUT LIMITATION THE SOFTLIGHT LASERS.

             8.3  Equitable Relief .  Notwithstanding any other provision
        of this  Agreement to  the contrary,  due to  the fact  that  the
        unauthorized use,  transfer or  dissemination of  the  ThermoLase
        Confidential Information  or  the  Licensed  Technology,  or  the
        improper use  thereof  in violation  of  the User  Manual  and/or
        applicable law or regulations,  would diminish substantially  the
        value thereof  and  cause  irreparable  harm  to  ThermoLase  and
        Licensee which  could not  be  adequately addressed  by  monetary
        damages,  if  Sublicensee  breaches  any  of  the  provisions  of
        Articles 2 or 5 of  this Agreement, ThermoLase and Licensee shall
        be entitled, without limiting their other rights or remedies,  to
        obtain equitable  relief  to  prevent or  restrain  such  breach,
        including without limitation injunctive relief.

        9.   TERM AND TERMINATION

             9.1  Term  .The initial  term  of this  Agreement  ("Term")
        shall commence on  the Effective  Date and  shall continue  until
        December 31,  2012, unless sooner terminated as set forth herein,
        and  shall  be  renewed  automatically  for  successive  one-year
        renewal terms,  unless either  party notifies  the other  of  its
        desire not to so renew at least sixty (60) days prior to the  end
        of the initial term or the  applicable renewal term, as the  case
        may be.   This Agreement shall  terminate automatically upon  the
        termination, for any reason, of the License Agreement.
         
             9.2  Termination.    Licensee  shall   have  the  right   to
        terminate this Agreement,  effective immediately  upon notice  to
        Sublicensee:

                  (a)  if Sublicensee  fails to  perform or  observe,  or
        otherwise materially breaches any  of its obligations under  this
        Agreement or the  Supply Agreement,  and such  failure or  breach
        continues unremedied for a period  of thirty (30) days  following
        written notice thereof; or

                                        9PAGE
<PAGE>
                  (b)  if Sublicensee:   (i) files for  or consents to  a
        general assignment for the benefit of creditors, (ii) applies for
        or consents to the appointment of, or the taking possession by, a
        receiver, custodian, trustee or liquidator of itself or all or  a
        substantial part  of  its assets,    (iii) files  a  petition  in
        bankruptcy  or  liquidation,  or   is  adjudicated  bankrupt   or
        insolvent  or  takes  similar  actions  under  the  laws  of  any
        jurisdiction for the general benefit of creditors of an insolvent
        or financially  troubled  debtor,  (iv)  seeks  the  liquidation,
        dissolution or  winding-up  of  itself,  or  the  composition  or
        readjustment of  its  debts, (v)  adopts  any resolution  of  its
        Members or  Directors for  the purpose  of effecting  any of  the
        foregoing, or (vi) is the  subject of an involuntary  proceeding,
        which is not fully dismissed within forty-five (45) days, seeking
        Sublicensee's   liquidation,   reorganization,   dissolution   or
        winding-up, or composition or readjustment  of its debts, or  the
        appointment of a trustee,  receiver custodian, liquidator or  the
        like of Sublicensee or all or any substantial part of its assets,
        or similar  relief  in  respect  of  Sublicensee  under  any  law
        relating to bankruptcy, insolvency, reorganization, winding-up or
        the composition or readjustment of debts.

             Sublicensee  shall  have   the  right   to  terminate   this
        Agreement, effective immediately upon notice to Licensee:

                  (f)  in  the  event  that   ThermoLase  ceases  to   be
        controlled,  directly   or   indirectly,   by   Thermo   Electron
        Corporation or one of its direct or indirect subsidiaries  (where
        control means ownership of more than 50% of the capital stock  or
        voting stock of a corporation); or

                  (g)  upon the  occurrence of  an event  of  dissolution
        pursuant to the terms of Article X of the Operating Agreement.

             9.3  Effects of  Termination  .  Upon expiration  or earlier
        termination of  this Agreement  for any  reason, all  rights  and
        obligations of  the parties  under  this Agreement  shall  cease,
        except that Sublicensee shall be obligated to pay to Licensee all
        outstanding fees and Royalties that  are payable with respect  to
        the period  prior to  the effective  date of  such expiration  or
        earlier  termination.      Upon  such   expiration   or   earlier
        termination, Sublicensee shall  cease all use  of the  ThermoLase
        Marks and the Licensed Technology,  and Licensee shall have  free
        access  to  all   user  manuals  and   any  other  materials   in
        Sublicensee's  possession  that  are  related  to  the   Licensed
        Technology or  the  ThermoLase Marks.    Upon the  expiration  or
        earlier termination of this Agreement, Sublicensee will be deemed
        to have assigned, transferred or  conveyed to ThermoLase any  and
        all rights and goodwill  in or to the  ThermoLase Marks that  may
        have been obtained or  developed by Sublicensee, and  Sublicensee
        will, without any consideration  other than the mutual  covenants
        and agreements  of  this  Agreement,  execute  and  deliver  such
        instruments and other documents as may be requested by ThermoLase
        or    Licensee  to  accomplish  such  assignment,  transfer   and
                                       10PAGE
<PAGE>
        conveyance, or to  preserve and secure  the rights of  ThermoLase
        (or its  parents,  subsidiaries  or affiliates)  in  and  to  the
        ThermoLase Marks. Upon the  expiration or earlier termination  of
        this Agreement, Sublicensee  shall immediately  remove all  signs
        and other markings from each of its facilities and articles  (and
        shall oversee such  removal from the  facilities and articles  of
        its  Sub-Sublicensees)  which  indicate  any  connection  to  the
        SoftLight Procedures, SoftLight Lasers,  the ThermoLase Marks  or
        ThermoLase or Licensee.

             9.4  No  Rights   to   Compensation   Upon   Expiration   or
        Termination . In the  event of a termination  pursuant to any  of
        the provisions  of  this Agreement  or  upon expiration  of  this
        Agreement, ThermoLase and Licensee shall not have any  obligation
        to Sublicensee,  or  to  any  Sub-  Sublicensee  or  employee  of
        Sublicensee, for compensation  or for damages  on account of  the
        loss by  Sublicensee  or  such  Sub-Sublicensee  or  employee  of
        present  or  prospective  sales,  investments,  compensation   or
        goodwill.  Sublicensee, for itself and  on behalf of each of  its
        employees hereby waives any rights which may be granted to it  or
        them under the laws and regulations of the Territory or otherwise
        which are not granted to it or them by this Agreement.

             9.5  Survival.  Notwithstanding  anything to  the  contrary
        contained herein, the provisions of  Sections 2.2, 2.3, 6, 7,  8,
        9.3, 9.4,  9.5  and  10  of  this  Agreement  shall  survive  any
        expiration or earlier termination of this Agreement according  to
        their respective terms.

        10.  MISCELLANEOUS

             10.1 Compliance with Laws . Sublicensee  shall comply  with
        all national, supra-national, provincial  and local laws,  rules,
        orders, ordinances and regulations  of any governmental or  other
        public authority applicable to  the performance of the  SoftLight
        Procedures.

             10.2 Notices .  Whenever by  the  terms of  this  Agreement,
        notice, demand or other  communication shall or  may be given  to
        either party,  the same  shall be  in writing  and, addressed  as
        follows, or to such other address or addresses as shall from time
        to time be designated  by written notice by  either party to  the
        other as herein provided:

             if to Sublicensee:



             if to Licensee:

             ThermoLase France, L.L.C.
             10455 Pacific Center Court
             San Diego, Ca 92101, USA
             Attn: President;
                                       11PAGE
<PAGE>
         
             with copies of all notices to:

             ThermoLase Corporation
             10455 Pacific Center Court
             San Diego, CA 92101, USA
             Attn: President;

             And

             General Counsel
             Thermo Electron Corporation
             81 Wyman St.
             Waltham, MA 02254-9046 USA

        All notices shall be  sent by registered  or certified air  mail,
        postage prepaid  and  return  receipt requested,  or  by  Federal
        Express or other comparable courier providing proof of  delivery,
        and shall be deemed duly given and received (i) if mailed, on the
        tenth (10th) Business Day following the mailing thereof, or  (ii)
        if sent by courier, the date of  its receipt (or, if such day  is
        not a Business Day, the next succeeding Business Day).

             10.3 Governing Laws .  This  Agreement shall be  governed by
        and construed in  accordance with the  laws of the  State of  New
        York, excluding its conflict of laws principles.  Notwithstanding
        the application of the laws of the State of New York, Sublicensee
        agrees that Licensee and ThermoLase  shall have no obligation  to
        provide Sublicensee with any information or disclosures  relating
        to the  Licensed  Technology,  the SoftLight  Procedures  or  the
        operation of  a  Spa  Thira  except as  set  forth  herein.    In
        particular,  Sublicensee  waives,  and  releases  ThermoLase  and
        Licensee from,  any  obligation  to comply  with  the  Disclosure
        Requirements and Prohibitions concerning Franchising and Business
        Opportunity  Ventures  of   the  United   States  Federal   Trade
        Commission or any similar provisions  existing under the laws  of
        the State of Delaware.

             10.4 Governing Language  .  This  Agreement, any  sublicense
        under this Agreement  and any amendments  or other  modifications
        hereof or  thereof,  and  all notices  and  other  communications
        hereunder or thereunder shall be in the English language.  In the
        event  that  this  Agreement  or  any  sublicense  hereunder   is
        translated into any other language, the English language  version
        shall control.

             10.5 Entire  Agreement .   This  Agreement,  including  all
        schedules and exhibits  hereto, constitutes the  sole and  entire
        agreement between Sublicensee  and Licensee with  respect to  the
        subject matter hereof,  supersedes all  prior agreements  between
        the parties either written or oral and shall not be supplemented,
        amended, varied or modified in any manner except by an instrument
                                       12PAGE
<PAGE>
        in writing  signed by  duly  authorized representatives  of  both
        parties.

             10.6 Waiver.  No  delay or  omission on the  part of  either
        party to this Agreement  in  requiring  performance by the  other
        party or in  exercising any  right hereunder shall  operate as  a
        waiver of any provision hereof or of any right hereunder, and the
        waiver, omission or delay in requiring performance or  exercising
        any right hereunder on any one occasion shall not be construed as
        a bar to  or waiver of  such performance or  right on any  future
        occasion.

             10.7 Remedies Cumulative  .  Any and  all rights and remedies
        which either party may  have under this Agreement,  at law or  in
        equity, shall be cumulative and shall not be deemed  inconsistent
        with each  other, and  any two  or more  of all  such rights  and
        remedies may be exercised at  the same time insofar as  permitted
        by law.

             10.8 Headings  . Article  and  Section  headings  and   the
        organization of this Agreement are for descriptive purposes  only
        and shall not control or alter the meaning of this Agreement.

             10.9 Costs .  Except as otherwise expressly provided  herein,
        each party shall bear  its own costs  and expenses in  performing
        its obligations  under this  Agreement.   In the  event that  one
        party to this  Agreement commences  an action  against the  other
        party to this Agreement, the  prevailing party shall be  entitled
        to  recover  its  costs  resulting  from  such  action  from  the
        non-prevailing party.

             10.10     Successors and Assigns . This Agreement  shall be
        binding upon and shall inure to the benefit of the parties hereto
        and their respective successors and permitted assigns.

             10.11     Authority   . The  individuals   executing   this
        Agreement hereby represent  and warrant that  they are  empowered
        and duly authorized to so execute this Agreement on behalf of the
        parties they represent.

             10.12     Severability . If any provision of this  Agreement
        is declared invalid or unenforceable by a court or other tribunal
        having competent jurisdiction,  it is mutually  agreed that  this
        Agreement shall endure  except for the  part declared invalid  or
        unenforceable by order  of such  court or  tribunal. The  parties
        shall consult and use  their best efforts to  agree upon a  valid
        and enforceable provision which shall be a reasonable  substitute
        for such  invalid  or unenforceable  provision  in light  of  the
        intent of this Agreement.

             10.13     Change in  Control  .  In the  event that  Dessange
        Holding  acquires  the  entire  interest  of  ThermoLase  in  the
        Licensee, then Licensee and  Sublicensee shall negotiate in  good
        faith  such  amendments  to  this  Agreement  as  are  reasonably
                                       13PAGE
<PAGE>
        necessary to enable  Sublicensee to  enjoy the  benefits of  this
        Agreement.

             10.14     Dispute Resolution.

                  a.   Mediation  .  In  the  event   of  any   dispute,
        controversy or claim arising out of or relating to this Agreement
        or to a breach hereof, including its interpretation,  performance
        or termination, the  parties agree to  follow the procedures  set
        forth in this Section 10.14.   First, the parties shall  identify
        in writing the point  on which they  cannot agree (the  "Disputed
        Point") and the  respective positions of each party with  respect
        to such point. The parties will refrain from making a decision on
        the Disputed Point for a period of up to two weeks.  During  such
        2-week period, the parties will  (i) consult with one another  in
        good faith with the  goal of resolving  the Disputed Point,  (ii)
        engage a mutually acceptable impartial mediator who is fluent  in
        both English  and  French  (the "Mediator")  to  assist  them  in
        finding a  mutually agreeable  solution  to the  Disputed  Point,
        (iii) study the economic or commercial bases on which each of the
        parties has based its position and  the issues raised by each  of
        the parties in respect of the Disputed Point, and (iv)  cooperate
        with the  Mediator  in  examining alternative  solutions  to  the
        Disputed Point.  The costs and expenses of the Mediator shall  be
        shared equally by the parties. The  parties will meet at the  end
        of such  2-week period  for the  sole purpose  of discussing  and
        voting on the  Disputed Point.   The Mediator  shall conduct  the
        meeting and begin it with a summary of the situation, the  nature
        of the Disputed Point and any proposed solutions, while reminding
        the parties  of  the  consequences of  the  continuation  of  the
        dispute.  The parties will use  their good faith best efforts  to
        agree on a solution prior to or during such meeting.

                  b. Arbitration .  In  the event  that a  Disputed Point
        cannot be  resolved  by  the  mediation  procedure  described  in
        Section  10.14(a)    above,   and  provided  that  the   Deadlock
        resolution provisions of Article IX of the Operating Agreement do
        not apply, then such Disputed Point, shall be finally resolved by
        arbitration.   The  arbitration shall  be  conducted by  one  (1)
        arbitrator fluent  in  French  and English,  with  experience  in
        international commercial joint ventures,  to be appointed by  the
        presiding  officer   of  the   London  Court   of   International
        Arbitration ("LCIA").  The  arbitration  shall  be  conducted  in
        English, under  the supervisory  authority of  the LCIA,  and  in
        accordance  with   the   LCIA  arbitration   rules.      Multiple
        arbitrations between the parties and their Affiliates relating to
        the same transaction or series of transactions may be  aggregated
        in the same arbitration  proceeding.  The arbitration,  including
        the rendering of the award, shall take place in London,  England,
        and shall  be the  exclusive forum  for resolving  such  dispute,
        controversy or claim.   The decision of  the arbitrator shall  be
        binding  upon  the  parties  hereto,  and  the  expense  of   the
        arbitration (including without limitation the award of attorneys'
        fees to the  prevailing party)  shall be paid  as the  arbitrator
                                       14PAGE
<PAGE>
        determines.  The decision of  the arbitrator shall be  executory,
        and judgment thereon  may be  entered by any  court of  competent
        jurisdiction.  The prevailing party  in any arbitration shall  be
        entitled to such reasonable attorneys' fees as may be awarded  by
        the arbitrator.  The non-prevailing party shall pay to the  other
        party such reasonable attorneys' fees, together with such fees of
        the arbitrator and costs and expenses of the arbitration, as  may
        be awarded  by the  arbitrator.   Notwithstanding the  foregoing,
        nothing in this section 10.14(b)  shall be construed as  limiting
        in any way the  right of a party  to seek injunctive relief  with
        respect to any actual or threatened breach of this Agreement from
        a court of competent jurisdiction.

             10.15  Third Party  Beneficiary  .ThermoLase  is  made  a
        express third party beneficiary of this Agreement, and ThermoLase
        shall be entitled to enforce the terms of this Agreement  against
        either party.

                     [Remainder of Page Intentionally Blank]


















                                       15PAGE
<PAGE>
             IN WITNESS WHEREOF, the parties hereto have executed this
        Agreement under seal as of the date first set forth above.

        THERMOLASE FRANCE L.L.C.           THERMODESS, S.A.S.


        By: _________________________      By:_____________________
              Name:                             Name:
              Title:                            Title:

                    [Signature Page to Sublicense Agreement]




















                                       16PAGE
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

                                    EXHIBIT A
                               Licensed Technology

        United States Patents

        5,226,907      Hair Removal Device and Method
        5,425,728      Hair Removal Device and Method
        5,423,803      Skin Surface Peeling Process using Laser

        United States Patent Applications

        **********     ******************************
        **********     ****************************
        **********     **********************************************
                       *******************************
        **********     **********************************
        **********     ****************************
        **********     **********************************
        **********     *******************

        European Patent Applications

        ***********    ***********************************************
                       ********
        ***********    ****************************************
                       *************************

        Patent Cooperation Treaty ("PCT") Applications

        *************** ******************
        *************** *********************************

        Other Patents.  As patent applications that cover the Licensed
        Technology are filed and issue in the Territory, they shall
        constitute Patents under this Agreement.

        Other Licensed Technology

        ThermoLase's trade secrets and know how relating to the
        inventions covered by the above patents, the operation and
        maintenance of the SoftLight Lasers and the performance of the
        SoftLight Procedures, as described more fully in the User Manual
        and the training to be provided by ThermoLase to Franchisee. 

        European Trademarks

        ThermoLase has applied for EC trademarks for the following marks:

        Mark           Application Date         Classes
        ----           ----------------         -------

        SoftLight      April 6, 1996            9, 42

        Spa Thira      April 6, 1996            3, 42

                                       17PAGE
<PAGE>
                                    EXHIBIT B

                              Schedule of Ownership


        JDM Investment, S.A.
        --------------------

             Yves Micheli             ____%
             D.B.C. Holding S.A.      ____%
             Jacques Dessange
                  Management, S.A.    ____%
             Benjamin Dessange        ____%
             Bernard Sagon            ____%
             Michel Couvin            ____%
             Daniel Conte             ____%

        D.B.C. Holding S.A.
        -------------------

             Franklin Holdings, S.A.  59.5%
             Jacques Dessange
                  Management, S.A.    ____%
             Benjamin Dessange        ____%
             Bernard Sagon            ____%
             Michel Couvin            ____%
             Daniel Conte             ____%










                                       18PAGE
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

                                                                EXHIBIT F
                                OPTION AGREEMENT

             This Agreement,  dated  as  of                   , 1996 (the
        "Effective Date")  is  made  between  ThermoLase  Corporation,  a
        Delaware corporation ("ThermoLase") and JDM Invest S.A., a French
        S.A. ("JDM").

             WHEREAS, ThermoLase and JDM  have entered into an  Operating
        Agreement  for  ThermoLase  France  L.L.C.,  a  Delaware  limited
        liability company  (the  "US LLC")  of  even date  herewith  (the
        "Operating Agreement"); and

             WHEREAS, ThermoLase and JDM have entered into a Shareholders
        Agreement for ThermoDess, S.A.S., a French S.A.S. ("SAS") of even
        date herewith (the "S.A.S. Agreement"); and

             WHEREAS, in connection with  the execution of the  Operating
        Agreement and  the  S.A.S. Agreement,  JDM  has agreed  to  grant
        ThermoLase an option to purchase  those portions of JDM's  equity
        interest in the US LLC and SAS described below.

             NOW, THEREFORE, ThermoLase and JDM hereby agree as follows:

             1.   Grant of Option .  JDM  hereby grants to  ThermoLase an
        irrevocable option  (the  "Option")  to  purchase  from  JDM  the
        following assets (collectively, the "Fractional Interests"):  (a)
        a one-tenth of  one percent (.001)  Membership Interest (as  such
        term is defined  in the Operating  Agreement) of the  US LLC  now
        owned by JDM and (b) a one-tenth of one percent (.001) Membership
        Interest (as such term is defined in the S.A.S. Agreement and the
        Bylaws of SAS) of SAS now owned by JDM.  ThermoLase may  exercise
        the Option  only  in full,  for  the  purchase from  JDM  of  all
        Fractional Interests.

             2.   Exercise Price  .  The aggregate  exercise price for the
        Fractional Interests (the "Exercise  Price") shall be  determined
        as follows, based on the  date on which ThermoLase exercises  the
        Option:

        Exercise Date                    Exercise Price
        -------------                    --------------

        Prior to second anniversary      ***********************
        of Effective Date                ******************************
                                         ***************************
                                         ****************************
                                         *****************************
                                         ******************************
                                         ***********************
        On or after second               *********************
        anniversary of Effective Date    ******************************
        but prior to third               ******************************
        anniversary of Effective Date    ****************************
PAGE
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

                                         *****************************
                                         ******************************
                                         ***********************


        On or after third anniversary    *********************
        of Effective Date but prior      ******************************
        to fourth anniversary of         ******************************
        Effective Date                   ****************************
                                         *****************************
                                         ******************************
                                         ***********************
        On or after fourth               *********************
        anniversary of Effective Date    ******************************
                                         **************************
                                         ****************************
                                         *****************************
                                         ******************************
                                         ***********************

             Consolidated revenue and consolidated net income of SAS
        shall be determined in accordance with United States generally
        accepted accounting principles.  For purposes of this Agreement,
        consolidated net revenue of SAS shall be determined without
        regard to any royalties paid by SAS to US LLC.

             3.   Exercise of Option.  The Option may be exercised by
        ThermoLase at any time by sending notice to JDM, specifying the
        calculation of the Exercise Price, and the place, date and time
        for closing of the purchase of the Fractional Interests (the
        "Closing"), provided that such date may not be more than thirty
        (30) nor less than ten (10) business days from the date of such
        notice.  The Exercise Price shall be paid in U.S. Dollars, and to
        the extent that the amounts on which the calculation of the
        Exercise Price are not denominated in U.S. Dollars, such amounts
        shall be converted to U.S. Dollars at the average conversion rate
        as published in the New York edition of the Wall Street Journal
        during the 30 business days immediately prior to the Closing.   
        At the Closing, JDM shall deliver all duly executed documents
        necessary to effectuate the transfer of the Fractional Interests
        to ThermoLase and ThermoLase shall deliver to JDM a wire transfer
        or certified or bank cashier's check payable to JDM in an amount
        equal to the Exercise Price.  JDM covenants that at the time of
        transfer of the Fractional Interests such transfer will vest in
        ThermoLase full title to the Fractional Interests free and clear
        of all liens, pledges or other encumbrances.

             4.   Adjustment in Certain Events.  In the event of any
        mergers, consolidations, recapitalizations, combinations,
        conversions, exchanges, extraordinary or liquidating
        distributions, or other changes in the corporate or capital
        structure of the US LLC or SAS that would have the effect of
        diluting or changing ThermoLase's rights hereunder, the number 

                                        1PAGE
<PAGE>
        and kind of interests or securities subject to the Option shall
        be appropriately and equitably adjusted so that ThermoLase shall
        receive upon the exercise of the Option the interests or other
        securities or property that ThermoLase would have received in
        respect of the Fractional Interests if the Option had been
        exercised immediately prior to such event; provided, however,
        that the aggregate Exercise Price shall not be changed.

             5.   Notices.  Any notices required hereunder shall be given
        in the manner provided in the Operating Agreement.

             6.   Amendments.  This Agreement may only be modified by
        written agreement of the parties hereto.

             7.   Successors and Assigns.  This Agreement shall be
        binding upon and inure to the benefit of the parties hereto and
        their respective successors and assigns, provided that ThermoLase
        may assign its rights and obligations to any affiliate of
        ThermoLase and provided, further, that JDM may not assign,
        delegate or otherwise transfer the Fractional Interests or any of
        its rights or obligations under this Agreement without the prior
        written consent of ThermoLase.

             8.   Specific Performance.  Each party's obligation under
        this Agreement is unique.  If any party should default in his or
        its obligations under this Agreement, the parties each
        acknowledge that it would be extremely impractical to measure in
        full all of the resulting damages; accordingly, the nondefaulting
        party, in addition to any other available rights or remedies, may
        sue in equity for specific performance, and the parties each
        knowingly and willingly waive the defense that a remedy in money
        damages will be adequate (with no party waiving his or its
        respective rights to pursue the remedy of money damages if it
        elects to do so).  The terms of this Agreement are specifically
        enforceable.

             9.   Governing Law.  This Agreement shall be construed in
        accordance with the laws of the State of Delaware without giving
        effect to the principles of conflicts of laws thereof.

                     [Remainder of Page Intentionally Blank]






                                        2PAGE
<PAGE>
             IN WITNESS  WHEREOF, the  parties  hereto have  caused  this
        Agreement to be duly executed as of the day and year first  above
        written.


        THERMOLASE CORPORATION                JDM INVEST S.A.



        By:_______________________            By:_____________________
        John C. Hansen, President             Name:
                                              Title:

                      [Signature Page to Option Agreement]






















                                        3PAGE
<PAGE>
                                                                EXHIBIT G
                                                                ---------
                                SUPPLY AGREEMENT

             This Supply  Agreement  is entered  into  this ____  day  of
        _______, 1996 by  and among  ThermoLase Corporation  (hereinafter
        called "ThermoLase"), a corporation organized and existing  under
        the laws of  the State  of Delaware, with  its principal  offices
        located at  10455  Pacific Center  Court,  San Diego,  CA  92101,
        United States  of  America;  Franklin  Holding,  S.A.,  a  French
        corporation with its principal offices located at 37 Ave Franklin
        Roosevelt, 75008 Paris FRANCE ("Franklin"); ThermoLase - Dessange
        S.A.S., a French  S.A.S. with  its principal  offices located  at
        _________________ Paris  FRANCE  ("SAS") and  ThermoLase  France,
        L.L.C., a Delaware limited liability company ("LLC").

             ThermoLase, Franklin, LLC and SAS are sometimes collectively
        referred to  herein  as  the  "Parties"  and  individually  as  a
        "Party";

        1.   Definitions

             The following terms shall  have the following meanings  when
        capitalized herein:

             1.1  "Business Day" means a day on which banks are open  for
        business in San Diego, California, U.S.A. and Paris, France.

             1.2  "Sublicense Agreement" means that Sublicense  Agreement
        of even date herewith between SAS and LLC, pursuant to which  SAS
        has been granted the right  to practice the SoftLight  Procedures
        in certain territories therein defined.

             1.3  "Other Products" means  certain supplies and  products,
        other  than  the  SoftLight  Products,  which  may  be  used   in
        connection with  the SoftLight  Procedures and  which  ThermoLase
        and/or  Franklin  make  available   to  SAS,  including   without
        limitation,  smoke  evacuator   filters,  waxing  equipment   and
        supplies, and lotions and cleansers.

             1.4  "Products" means the SoftLight  Products and the  Other
        Products.

             1.5  "SoftLight Laser" means a laser specified by ThermoLase
        for use with a lotion in  the removal of unwanted human hair  and
        the exfoliation or rejuvenation of skin.

             1.6  "SoftLight  Lotion"  means   the  lotion  approved   by
        ThermoLase for use in the SoftLight Procedures.

             1.7  "SoftLight Procedures"  means the  removal of  unwanted
        human hair and the exfoliation or rejuvenation of skin using  one
        or more SoftLight Lasers and the SoftLight Lotion.
PAGE
<PAGE>


           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

             1.8  "SoftLight Products" means the SoftLight Lasers and the
        SoftLight Lotions.

             1.9  "License Agreement"  means  that License  Agreement  of
        even date herewith between ThermoLase and LLC, pursuant to  which
        LLC has been  granted the  right to practice  and sublicense  the
        SoftLight Procedures in certain territories therein defined.

        2.   SUPPLY OF PRODUCTS.

             2.1  SoftLight Products.   LLC agrees to purchase all of its
        requirements  for   the  SoftLight   Products  exclusively   from
        ThermoLase upon the  terms and conditions  hereof. SAS agrees  to
        purchase all  of  its  requirements for  the  SoftLight  Products
        exclusively from LLC upon the  terms and conditions hereof.   SAS
        and LLC agree that they  shall not purchase any products  similar
        to the SoftLight  Products for  use in  the SoftLight  Procedures
        from any other vendors.

             2.2  Use of SoftLight Products.  SAS and LLC acknowledge and
        understand  that  the  SoftLight  Products  have  been  carefully
        developed in order  to maximize the  safety and effectiveness  of
        the SoftLight Procedures in  compliance with applicable laws  and
        regulations  and  ThermoLase's  User  Manual,  and  SAS  and  LLC
        covenant and agree not  to (i) modify the  same in any manner  or
        (ii) use a SoftLight Laser in the absence of the SoftLight Lotion
        or otherwise in  conjunction with  any lotion,  gel, compound  or
        other substance which  has not  been approved in  advance and  in
        writing by  ThermoLase  as  complying with  applicable  laws  and
        regulations  and  satisfying  ThermoLase's  safety  and  efficacy
        standards  with  respect   to  the  use   of  SoftLight   Lasers.
        ThermoLase reserves the right to modify, from time to time during
        the term of  this Agreement, the  SoftLight Products supplied  to
        hereunder.   SAS and  LLC expressly  agree to  use the  SoftLight
        Products in accordance  with the instructions  of ThermoLase  and
        the provisions of ThermoLase's User Manual, as it may be  amended
        from time to time (the "User Manual").

             2.3  Other Products  .  SAS may, from  time to time, purchase
        Other Products from ThermoLase and/or Franklin, but shall have no
        obligation to do  so, and shall  be free to  purchase similar  or
        competing products from other  vendors.  ThermoLase and  Franklin
        shall supply Other Products to  SAS based on their  availability.
        ThermoLase and Franklin  agree that they  shall not, directly  or
        indirectly through their subsidiaries or affiliates, supply Other
        Products to the sublicensees or subfranchisees of SAS.

        3.   PRICING.

             3.1  Price to SAS.  ThermoLase, Franklin and LLC each agrees
        to sell the Products  under this Agreement  at a price  *********
        *****************************************************************
        *****************************************************************
        *****************************************************************
                                        1PAGE
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMMISSIONS.

        *****************************************************************
        *********

             3.2  Price Charged  by SAS  .   Neither ThermoLase,  LLC  nor
        Franklin shall have any right under this Agreement to control the
        price at which SAS offers the SoftLight Procedures or the Other  
        Products to its customers.

        4.   ORDERING AND DELIVERY.

             4.1  Purchase Orders.    From time to  time a party may order
        Products (as specified in Section 2) pursuant to written purchase
        orders specifying the quantity of Products ordered, the requested
        delivery  date(s)   and   any  special   shipping   or   delivery
        instructions. Subject  to  availability,  the  sellers  will  use
        reasonable  efforts  to  deliver   Products  to  the  buyers   in
        accordance with such  purchase orders.   All Products ordered  in
        accordance with this Section 4.1 shall be referred to as "Ordered
        Products". The  price in  effect for  the Ordered  Products  when
        ordered shall be the price at which the buyer will be charged for
        the Ordered Products when shipped, in accordance with Section 3.1
        above.  The Parties agree that if the terms or conditions  stated
        on any purchase order conflict  with or are contradictory to  any
        of the  provisions  of this  Agreement,  the provisions  of  this
        Agreement shall  govern  and  the  conflicting  or  contradictory
        provisions of such purchase order shall have no effect.

             4.2  Shipping  . The  seller  shall ship,  or  cause  to  be
        shipped, Products to the buyer, or another destination  specified
        by the  buyer,  by  a  reputable  commercial  carrier  reasonably
        acceptable to the buyer. The seller shall insure the Products  in
        shipment, at the buyer's expense. The buyer shall be  responsible
        for  the  cost  of  shipping   the  Products  to  the   requested
        destinations.

             4.3  Risk of Loss .  Risk of loss of the Products shall pass
        to buyer immediately upon delivery  to a carrier for shipment  to
        buyer.

        5.   PAYMENT TERMS.

             5.1  Invoice . The  seller shall invoice  the buyer  monthly
        for all charges due hereunder.  The Buyer shall remit payment  in
        full to the seller, in the  currency specified by the seller,  no
        later than thirty (30) days following the date of each invoice.

             5.2  Taxes .  All taxes payable with respect to the  Products
        sold hereunder  shall  be  paid  by the  buyer,  except  for  the
        corresponding income  taxes which  shall be  paid by  seller,  as
        applicable.

                                        2PAGE
<PAGE>
        6.   MANUFACTURERS' WARRANTY; LIMITATIONS OF LIABILITY.

             6.1  Manufacturers' Warranty   . The SoftLight  Products may
        contain  written   warranties   extended  by   their   respective
        manufacturers.  To the greatest  extent permitted by law and  the
        terms of  the manufacturers'  warranties,  the benefits  of  such
        warranties shall be transferred by  ThermoLase to LLC, by LLC  to
        SAS, and by SAS  to its end user  customers.  ThermoLase and  LLC
        make no  representations  with  respect  to  such  manufacturers'
        warranties, nor do ThermoLase or  LLC represent or guaranty  that
        such warranties will be applicable to any person, including SAS's
        customers.

             6.2  NO  OTHER  WARRANTY .  THERMOLASE,  LLC  AND  FRANKLIN
        DISCLAIM   ALL WARRANTIES  AND CONDITIONS,  EXPRESS AND  IMPLIED,
        WITH RESPECT TO  THE PRODUCTS, INCLUDING  THE IMPLIED  WARRANTIES
        AND CONDITIONS  OF MERCHANTABILITY,    FITNESS FOR  A  PARTICULAR
        PURPOSE,   NON-INFRINGEMENT, OR  AS TO  THE RESULTS  THAT MAY  BE
        ATTAINED  BY  THE  PERFORMANCE,  PRACTICE  OR  OPERATION  OF  THE
        SOFTLIGHT PROCEDURES, INCLUDING WITHOUT LIMITATION THE  SOFTLIGHT
        LASERS.

             6.3  Consequential Damages.  Notwithstanding anything to the
        contrary contained in  this Agreement, no  party hereto shall  be
        liable to  the other  for any  indirect, special,  consequential,
        incidental or  punitive  damages  (including  without  limitation
        damages for  loss of  use  of facilities  or equipment,  loss  of
        revenue, loss of profits or  loss of goodwill) regardless of  (i)
        the negligence (either sole or concurrent) of the other party and
        (ii) whether the other party has been informed of the possibility
        of such damages.

        7.   TERMINATION.

             Unless  earlier  terminated  by  mutual  agreement  of   the
        parties,  this  Agreement  shall  remain  in  effect  until   the
        termination or expiration  of the  License Agreement.   Upon  any
        termination of this Agreement, all rights and obligations of  the
        Parties hereunder shall immediately cease and terminate.

        8.   NOTICES.

             Whenever by the terms of  this Agreement, notice, demand  or
        other communication shall or  may be given to  a Party, the  same
        shall be in writing and, addressed  as follows, or to such  other
        address or addresses as shall from time to time be designated  by
        written notice by a Party to the other as herein provided:

             If to SAS:               __________________________
                                      __________________________
                                      __________________________
                                      Facsimile: ________________
                                      Attention: ________________

                                        3PAGE
<PAGE>
             If to ThermoLase:        ThermoLase Corporation
                                      10455 Pacific Center Court
                                      San Diego, CA 92101, USA
                                      Attn: President

             with a copy to:          General Counsel
                                      Thermo Electron Corporation
                                      81 Wyman St.
                                      Waltham, MA 02254-9046 USA
         
             If to LLC:

             If to Franklin:          Franklin Holding, S.A.
                                      37 Ave Franklin Roosevelt
                                      75008 Paris FRANCE
                                      Attn: General Manager

        All notices shall be  sent by registered  or certified air  mail,
        postage prepaid  and  return  receipt requested,  or  by  Federal
        Express or other comparable courier providing proof of  delivery,
        and shall be deemed duly given and received (i) if mailed, on the
        tenth (10th) Business Day following the mailing thereof, or  (ii)
        if sent by courier, the date of  its receipt (or, if such day  is
        not a Business Day, the next succeeding Business Day).

        9.   GOVERNING LAW AND LANGUAGE.

             This  Agreement  shall  be  governed  by  and  construed  in
        accordance with  the  laws  of the  State  of  Delaware,  U.S.A.,
        excluding: (i) its conflict of  laws principles; (ii) the  United
        Nations Convention  on Contracts  for the  International Sale  of
        Goods; and (iii) the 1974 Convention on the Limitation Period  in
        the International Sale of Goods  (the "1974 Convention") and  the
        Protocol amending the 1974 Convention,  done at Vienna April  11,
        1980.  This Agreement is written in the English language and  may
        be executed in two (2) or more counterparts, each of which  shall
        be  deemed  an  original.  The  English  language  text  of  this
        Agreement shall prevail over any translation hereof.

        10.  GENERAL PROVISIONS.

             10.1 Amendment.  This  Agreement  shall not  be  deemed  or
        construed to be modified, amended or waived, in whole or in part,
        except by written agreement of the parties.

             10.2 Entire  Agreement  .  This  Agreement,  including  all
        schedules hereto,  constitutes  the  sole  and  entire  agreement
        between the Parties  with respect to  the subject matter  hereof,
        supersedes  all  prior  agreements  between  the  Parties  either
        written or oral and shall not be supplemented, amended, varied or
        modified in any manner except by an instrument in writing  signed
        by duly authorized representatives of both Parties.

                                        4PAGE
<PAGE>

             10.3 Waiver .  No delay or omission on the part of any  Party
        to this Agreement in requiring performance by any other Party  or
        in exercising any right  hereunder shall operate  as a waiver  of
        any provision hereof or of  any right hereunder, and the  waiver,
        omission or  delay in  requiring  performance or  exercising  any
        right hereunder on any one occasion  shall not be construed as  a
        bar to  or waiver  of such  performance or  right on  any  future
        occasion.

             10.4 Remedies Cumulative  .  Any and  all rights and remedies
        which a  Party may  have   under  this Agreement,  at law  or  in
        equity, shall be cumulative and shall not be deemed  inconsistent
        with each  other, and  any two  or more  of all  such rights  and
        remedies may be exercised at  the same time insofar as  permitted
        by law.

             10.5 Headings  .  Article  and  Section  headings  and   the
        organization of this Agreement are for descriptive purposes  only
        and shall not control or alter the meaning of this Agreement.

             10.6 Authority .  The individuals  executing this  Agreement
        hereby represent and  warrant that  they are  empowered and  duly
        authorized to so execute this Agreement on behalf of the  Parties
        they represent.

             10.7 Severability   .If any provision of  this Agreement  is
        declared invalid or  unenforceable by a  court or other  tribunal
        having competent jurisdiction,  it is mutually  agreed that  this
        Agreement shall endure  except for the  part declared invalid  or
        unenforceable by order  of such  court or  tribunal. The  Parties
        shall consult and use  their best efforts to  agree upon a  valid
        and enforceable provision which shall be a reasonable  substitute
        for such  invalid  or unenforceable  provision  in light  of  the
        intent of this Agreement.

             10.8 Force Majeure .  No Party will be liable in any respect
        for failures to perform hereunder due wholly or substantially  to
        the elements, acts of  God, acts of terrorism,  acts of civil  or
        military authority, fires, floods, epidemics, armed  hostilities,
        riots and other unavoidable natural disasters beyond the  control
        of the Parties.

             10.9 Dispute Resolution.

                  a.   Mediation  .   In   the  event   of  any   dispute,
        controversy or claim arising out of or relating to this Agreement
        or to a breach hereof, including its interpretation,  performance
        or termination, the  parties agree to  follow the procedures  set
        forth in this Section 10.9.  First, the parties shall identify in
        writing the  point  on which  they  cannot agree  (the  "Disputed
        Point") and the respective positions  of each party with  respect
        to such point. The parties will refrain from making a decision on
        the Disputed Point for a period of up to two weeks.  During  such
        2-week period, the parties will  (i) consult with one another  in
                                        5PAGE
<PAGE>
        good faith with the  goal of resolving  the Disputed Point,  (ii)
        engage a mutually acceptable impartial mediator who is fluent  in
        both English  and  French  (the "Mediator")  to  assist  them  in
        finding a  mutually agreeable  solution  to the  Disputed  Point,
        (iii) study the economic or commercial bases on which each of the
        parties has based its position and  the issues raised by each  of
        the parties in respect of the Disputed Point, and (iv)  cooperate
        with the  Mediator  in  examining alternative  solutions  to  the
        Disputed Point.  The costs and expenses of the Mediator shall  be
        shared equally by the parties. The  parties will meet at the  end
        of such  2-week period  for the  sole purpose  of discussing  and
        voting on the  Disputed Point.   The Mediator  shall conduct  the
        meeting and begin it with a summary of the situation, the  nature
        of the Disputed Point and any proposed solutions, while reminding
        the parties  of  the  consequences of  the  continuation  of  the
        dispute.  The parties will use  their good faith best efforts  to
        agree on a solution prior to or during such meeting.
         
                  b. Arbitration .In  the event  that a  Disputed Point
        cannot be  resolved  by  the  mediation  procedure  described  in
        Section 10.9(a)  above, and provided that the Deadlock resolution
        provisions of Article IX of the Operating Agreement do not apply,
        then  such  Disputed   Point,  shall  be   finally  resolved   by
        arbitration.   The  arbitration shall  be  conducted by  one  (1)
        arbitrator fluent  in  French  and English,  with  experience  in
        international commercial joint ventures,  to be appointed by  the
        presiding  officer   of  the   London  Court   of   International
        Arbitration ("LCIA").   The  arbitration  shall be  conducted  in
        English, under  the supervisory  authority of  the LCIA,  and  in
        accordance  with   the   LCIA  arbitration   rules.      Multiple
        arbitrations between the parties and their Affiliates relating to
        the same transaction or series of transactions may be  aggregated
        in the same arbitration  proceeding.  The arbitration,  including
        the rendering of the award, shall take place in London,  England,
        and shall  be the  exclusive forum  for resolving  such  dispute,
        controversy or claim.   The decision of  the arbitrator shall  be
        binding  upon  the  parties  hereto,  and  the  expense  of   the
        arbitration (including without limitation the award of attorneys'
        fees to the  prevailing party)  shall be paid  as the  arbitrator
        determines.  The decision of  the arbitrator shall be  executory,
        and judgment thereon  may be  entered by any  court of  competent
        jurisdiction.  The prevailing party  in any arbitration shall  be
        entitled to such reasonable attorneys' fees as may be awarded  by
        the arbitrator.  The non-prevailing party shall pay to the  other
        party such reasonable attorneys' fees, together with such fees of
        the arbitrator and costs and expenses of the arbitration, as  may
        be awarded  by the  arbitrator.   Notwithstanding the  foregoing,
        nothing in this section 10.9(b) shall be construed as limiting in
        any way  the right  of a  party to  seek injunctive  relief  with
        respect to any actual or threatened breach of this Agreement from
        a court of competent jurisdiction.

                                        6PAGE
<PAGE>
        IN  WITNESS  HEREOF,  the  Parties  hereto  have  executed   this
        Agreement as of the date first set forth above.

        THERMOLASE CORPORATION             THERMOLASE - DESSANGE S.A.S.

        By:_______________________         By:_________________________
        Name:                              Name:
        Title:                             Title:


        FRANKLIN HOLDING, S.A.             THERMOLASE FRANCE, L.L.C.

        By:_______________________         By:_________________________
        Name:                              Name:
        Title:                             Title:

                      [Signature Page to Supply Agreement]