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                                                            EXHIBIT 10.27
                                                            -------------
                        SoftLight (SM) and Spa Thira (SM)
                         Franchise and License Agreement

        Franchisee Information:
         
        Name:     Medical Supply & Service Co. (MEDIC) ("Franchisee")
        Address:  P.O. Box 7795
                  Jeddah, 21472
                  Saudi Arabia
        Telephone No.:  966-2-669-5961
        Fax No.         966-2-660-4525
        Effective Date: November 8, 1996  


        BACKGROUND

        A.   ThermoLase Corporation ("ThermoLase") has developed
        specially-designed lasers (the "SoftLight Lasers") for use in the
        removal of hair and the rejuvenation of skin (the "SoftLight
        Procedures").

        B.   ThermoLase has developed designs, furnishings, standards and
        procedures for facilities dedicated to the utilization of
        SoftLight Lasers for the performance of the SoftLight Procedures
        and intends to operate, or license others to operate, such
        facilities under the name "Spa Thira".

        C.   ThermoLase owns and has the right to use and to license
        others to use the marks "SoftLight" and "Spa Thira".

        D.   ThermoLase is prepared to appoint Franchisee as the
        exclusive ThermoLase franchisee in Saudi Arabia on the terms and
        conditions set forth below.

        AGREEMENT

             ThermoLase and Franchisee agree as follows:

        1.   GRANT OF FRANCHISE; FACILITIES

             1.1  Grant of Franchise.  ThermoLase grants to Franchisee an
        exclusive license for the practice of the SoftLight Procedures in
        Saudi Arabia in one or more facilities under the name "Spa Thira"
        or such other name as is approved by ThermoLase (collectively the
        "Facilities", and each a "Facility").  ThermoLase will disclose
        to Franchisee the Licensed Technology (as hereinafter defined)
        and provide Franchisee with training, support and technical
        assistance on the terms and conditions hereinafter set forth.

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             1.2  Facilities.   ThermoLase shall provide to Franchisee a
        set of plans and specifications for a "model" Spa Thira.
        Subsequently, Franchisee shall submit to ThermoLase for approval
        detailed plans and specifications for each Facility to be
        established.  The approval of ThermoLase shall not be
        unreasonably withheld.  Each Facility will contain furniture and
        fixtures appropriate for a Spa Thira, taking into account local
        customs, traditions and tastes.  ThermoLase shall have the right
        to inspect and approve each Facility before allowing such
        Facility to perform the SoftLight Procedures.

        2.   LICENSE OF SOFTLIGHT TECHNOLOGY

             2.1  Grant of License.  ThermoLase grants to Franchisee,
        upon the terms and subject to the conditions set forth in this
        Agreement, an exclusive, non-transferable license, under
        ThermoLase's patents, patent applications or know how now owned
        or hereafter developed or acquired by ThermoLase (the "Licensed
        Technology"), to perform in Saudi Arabia at the Facilities the
        SoftLight Procedures in accordance with the protocols set forth
        in the SoftLight User's Manual, as the same may be modified by
        ThermoLase from time to time (the "User Manual").  Franchisee
        acknowledges and understands that the safety and efficacy of the
        SoftLight Procedures are dependent upon the performance of the
        SoftLight Procedures in the manner detailed in the User Manual.
        Franchisee covenants and agrees to ensure that the SoftLight
        Procedures are performed in a safe and appropriate manner by
        properly trained personnel in full compliance with the User
        Manual and all applicable laws, rules, orders, ordinances and
        regulations of any governmental or other public authority.

             2.2  Ownership of Licensed Technology.  Franchisee
        acknowledges ThermoLase's right, title and interest in and to the
        Licensed Technology, and Franchisee 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 Licensed Technology
        or any part of such right, title or interest of ThermoLase.
        Franchisee shall not in any manner represent that Franchisee has
        ownership of the Licensed Technology, and acknowledges that
        Franchisee's use of the Licensed Technology shall not create in
        Franchisee any right, title or interest in or to the Licensed
        Technology, except for the rights granted to Franchisee by the
        express terms of this Agreement.

             2.3  Franchisee Improvements.  Franchisee shall disclose
        promptly to ThermoLase any and all material Improvements to the
        Licensed Technology developed or discovered by Franchisee or its
        officers, employees or agents.  Franchisee hereby grants
        ThermoLase a non- exclusive, perpetual, royalty-free,
        transferable, worldwide right and license to use such
        Improvements for any and all purposes.  For purposes of this
        Agreement, "Improvements" shall include any developments or
        discoveries that involve or are based on Licensed Technology or 

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        on substantially equivalent technology.  Franchisee shall, at
        ThermoLase's request, sign such applications, assignments and
        other instruments as ThermoLase may reasonably request in order
        to achieve such intellectual property status for the Improvements
        as ThermoLase shall deem appropriate and to perfect the rights so
        granted by Franchisee to ThermoLase.  Franchisee agrees that it
        shall use any Improvements only in connection with the SoftLight
        Procedures and will not transfer or license rights to use such
        Improvements to any third party.

             2.4  ThermoLase Improvements.  ThermoLase shall disclose
        promptly to Franchisee all material Improvements to the Licensed
        Technology developed or discovered by ThermoLase or its officers,
        employees or agents if and to the extent that such Improvements
        are utilized by ThermoLase in the operation of Spa Thiras or made
        generally available to other franchisees.  Such Improvements
        shall be considered part of the Licensed Technology licensed to
        Franchisee pursuant to Section 2.1 above.

             2.5  Sublicenses.  Franchisee may grant sublicenses to the
        Licensed Technology to the extent reasonably necessary to
        establish and operate Facilities in Saudi Arabia.  The terms and
        conditions of each sublicense which relate to the ownership and
        protection of the Licensed Technology shall be subject to the
        approval of ThermoLase, which shall not be unreasonably withheld.
        Franchisee shall have no obligation to disclose to ThermoLase the
        economic terms and conditions of any sublicense, except to the
        extent necessary for calculating the Royalties payable to
        ThermoLase pursuant to Article 3 hereof.   For purposes of
        calculating the Royalties payable to ThermoLase pursuant to
        Article 3 hereof, reference shall be made to the aggregate gross
        revenues from performance of the SoftLight Procedures at the
        Facilities of Franchisee and all sublicensees.

        3.   PAYMENT OF FEES AND ROYALTIES

             3.1  Fees and Royalties.  

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

                  (b)  Royalties shall be payable monthly within fifteen
        (15) days following the end of each calendar month in the amount
        of **************** of gross revenues generated by each Facility
        from the performance of the SoftLight Procedures during the
        relevant month provided, however, that the first payment shall
        not be due until fifteen (15) days after the end of the fourth
        month after the first Facility commences operations with respect
        to revenues generated by such Facility during such period.  The
        Royalty rate shall increase to *******************************
        beginning one year after the first Facility commences operations

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        and to **************** beginning two years after the first
        Facility commences operations.

        Each payment of Royalties shall be accompanied by a written
        report, in a form to be mutually agreed, specifying the method of
        calculation of the Royalties for the applicable month.  

                  (c)  It is understood and agreed that Franchisee shall
        have the right to determine, in its sole discretion, the fees to
        be charged by Franchisee to its clients in connection with the
        performance of the SoftLight Procedures.  

                  (d)  The Royalties, fees and all other amounts payable
        pursuant to this Agreement are to be paid by Franchisee without
        deduction or withholding for or on account of any and all present
        and future taxes and fees, all of which shall be paid by
        Franchisee, provided, however, that Franchisee may withhold from
        its payments hereunder Saudi Arabian income taxes payable by
        ThermoLase.  Franchisee 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.  In addition, if Franchisee withholds any taxes from
        Royalties, fees or other amounts payable to ThermoLase hereunder,
        then Franchisee shall provide to ThermoLase evidence of the
        payment of such taxes to the relevant taxing authority.

                  (e)  The Royalties, fees and all other amounts payable
        pursuant to this Agreement shall be payable in United States
        Dollars.  To the extent that revenues generated at a Facility 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 calendar month as
        published by the Saudi Arabian Monetary Agency (SAMA).

             3.2  Financial Records.  Franchisee shall keep and maintain,
        and shall require its subliat each Facility and for a period of
        not less than five (5) years after the expiration or earlier
        termination of this Agreement, complete and accurate books and
        records (collectively, the "Financial Records") covering all
        financial and other information required in connection with the
        determination of the Royalties payable hereunder.  The Financial
        Records shall be maintained in accordance with accounting
        principles generally accepted in the Kingdom of Saudi Arabia,
        consistently applied.  Franchisee shall engage an internationally
        recognized accounting firm to provide an annual audit and
        accounting of the business to Franchisee and ThermoLase.  

             3.3  Audit Rights.  At any time during normal business hours
        and upon reasonable notice, ThermoLase, or an independent
        certified public accountant designated by ThermoLase, shall have
        the right, at ThermoLase's expense, to audit and inspect the
        Financial Records at the Facilities, including those operated by
        a sublicensee, for the purpose of verifying the accuracy thereof 

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        and of the payment of Royalties required to be made by Franchisee
        under the terms of this Agreement.  If, as a result of such audit
        or inspection, ThermoLase shall determine that the Royalties paid
        by Franchisee to ThermoLase with respect to the period covered by
        such audit or inspection are less than the Royalties payable
        hereunder by Franchisee to ThermoLase with respect to said
        period, ThermoLase shall promptly furnish to Franchisee a copy of
        such audit or inspection report (the "Deficiency Report") setting
        forth the amount of the deficiency (the "Deficiency") and
        showing, in reasonable detail, the basis upon which the
        Deficiency was determined.  If Franchisee disagrees with the
        Deficiency Report, it shall have thirty (30) days within which to
        initiate arbitration pursuant to Section 13.6 below.  During such
        30-day period the parties shall attempt to amicably resolve the
        dispute.  If Franchisee does not initiate arbitration, or the
        arbitrators determine that the Deficiency is correct or that
        Franchisee owes ThermoLase a different amount (the "Modified
        Deficiency"), then Franchisee shall pay to ThermoLase, within
        thirty (30) days following receipt of the Deficiency Report, or
        the arbitrators' decision, as the case may be, a sum equal to the
        Deficiency, or the Modified Deficiency, together with a late fee
        thereon at the lesser of one and one-half percent (1-1/2%) per
        month or the maximum rate allowed by applicable law, calculated
        from the date when such amount was originally due through the
        date of payment.  If the Deficiency or Modified Deficiency is an
        amount equal to or greater than five percent (5%) of the
        Royalties payable by Franchisee to ThermoLase with respect to the
        period covered by such audit or inspection, Franchisee shall
        promptly reimburse ThermoLase upon demand for the reasonable cost
        of such audit or inspection.  ThermoLase shall exercise the same
        degree of care to safeguard the confidentiality of the Financial
        Records as ThermoLase would exercise in safeguarding its own
        similar confidential information; provided, however, that
        ThermoLase shall be entitled to use the Financial Records in any
        proceeding to enforce its rights pursuant to this Agreement or as
        may be otherwise required by law.

             3.4  Client Consents.  Franchisee agrees to obtain a signed
        Informed Consent Release, in a form reasonably satisfactory to
        ThermoLase, from each client on whom the SoftLight Procedures are
        performed.  Franchisee will establish and enforce procedures to
        ensure that proper and complete confidential medical records are
        maintained in the manner required by applicable law and
        regulations with respect to all persons on whom the SoftLight
        Procedures are performed.

        4.   USE OF SOFTLIGHT AND SPA THIRA SERVICE MARKS

             4.1  Promotional Activities.  Franchisee agrees to use its
        best efforts, to the extent permitted by applicable law and
        regulations, to promote the performance of the SoftLight
        Procedures at the Facilities.  Franchisee shall have the right to
        use ThermoLase's SoftLight(SM) and Spa Thira(SM) service marks
        (the "SoftLight Marks") in connection with Franchisee's business

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        and promotional activities provided it obtains ThermoLase's prior
        written approval and acknowledges ThermoLase's rights in and to
        the SoftLight Marks by (i) referring to the same at all times as
        service marks of ThermoLase Corporation in any signage,
        advertising, press release, article, publication or other
        promotional material, document or broadcast referencing the
        SoftLight Marks and by (ii) including the proprietary mark "(SM)"
        after SoftLight and Spa Thira each time it is used by Franchisee
        in any printed or electronic media.  Franchisee shall forward to
        ThermoLase a copy of the proposed promotional material and if
        ThermoLase does not approve or disapprove of same within 10
        business days after receipt thereof, such material shall be
        deemed approved.  Franchisee may also use the name "ThermoLase"
        in connection with the business but only with the prior written
        approval of ThermoLase.  In any and all descriptions of or
        references to the SoftLight Procedures made by or on behalf of
        Franchisee, Franchisee shall use no descriptive name or mark
        other than SoftLight(SM), Spa Thira(SM), and "ThermoLase" unless
        required by the laws of Saudi Arabia.

             4.2  Ownership of SoftLight Marks.  Franchisee acknowledges
        that ThermoLase (i) has the exclusive right, title and interest
        in and to the SoftLight Marks and (ii) shall have the exclusive
        right to apply for registration, and to extend existing
        registrations, of the SoftLight Marks for use in connection with
        the SoftLight Procedures, the Facilities or otherwise. Franchisee
        will not register, or cause to be registered, the SoftLight
        Marks, "ThermoLase" 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 Saudi Arabia.  Franchisee will not use or associate the
        SoftLight Marks or "ThermoLase" with any other trademark, trade
        name or service mark in any advertising or publicity utilized by
        Franchisee in connection with the SoftLight Procedures, the
        Facilities or otherwise in such manner as to be misleading with
        respect to the ownership of the SoftLight Marks.  Franchisee
        further agrees not to create a composite trademark, trade name or
        service mark with the SoftLight Marks or "ThermoLase", except in
        each instance with ThermoLase's prior written consent which
        ThermoLase acting in its sole discretion may withhold.
        Franchisee agrees that every use of the SoftLight Marks and
        "ThermoLase" shall inure to the ultimate benefit of ThermoLase.
        Franchisee shall not remove or obscure or alter in any manner the
        SoftLight Marks or "ThermoLase", or any notice thereof, which may
        be displayed on the SoftLight Lasers, the SoftLight Lotion, a
        Facility, the User Manual or any other documentation provided by
        ThermoLase hereunder.

             4.3  Quality Controls and Assurance.  

                  (a)  Franchisee agrees that any services provided by
        Franchisee based on performance of the SoftLight Procedures
        pursuant to this Agreement shall be of a quality at least equal

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        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, Franchisee shall:  (i) use the
        SoftLight Marks in compliance with all relevant laws and
        regulations; and (ii)  accord ThermoLase the right to inspect the
        Facilities during normal business hours, without prior advance
        notice, taking into account local regulations, customs, and
        traditions, in order to confirm that Franchisee's use of the
        SoftLight Marks is in compliance with this Agreement.

             4.4  Translation of Documentation.  Franchisee shall
        translate, at its own expense, the User Manual, all technical
        manuals, advertising and marketing information and other
        documentation provided by ThermoLase into the Arabic language and
        provide ThermoLase with advance copies of all such materials for
        approval; provided, however, that Franchisee shall take full
        responsibility for any mistakes or inaccuracies in such
        translations.  ThermoLase shall have 10 business days after
        receipt of such materials to disapprove same otherwise such
        material shall be deemed approved.  ThermoLase shall have a
        non-exclusive, perpetual, royalty- free, worldwide right and
        license to use such translations, or any part thereof, for
        general corporate purposes.  If a franchisee from another Arabic
        speaking country wishes to use said translations, or any part
        thereof, then ThermoLase shall instruct such franchisee to
        negotiate a license with Franchisee.

        5.   TRAINING.

             5.1  Training in the United States.  Franchisee agrees that
        all managers, technicians, and repairmen of Franchisee who will
        be involved in the performance of the SoftLight Procedures at a
        Facility will complete the training program offered by ThermoLase
        in the United States or at a mutually agreeable location prior to
        performing the SoftLight Procedures at a Facility.  Such training
        shall be provided by ThermoLase at no cost to Franchisee,
        provided, however, that Franchisee shall be required to pay for
        all related travel, room and board expenses associated with its
        personnel attending the training course.

             5.2  Training On-Site.  At the request of Franchisee,
        ThermoLase shall provide reasonable training services to
        Franchisee on-site in Saudi Arabia at a mutually agreeable time
        at no additional cost to Franchisee, provided, however, that
        Franchisee shall pay or reimburse ThermoLase for all related
        travel, room and board expenses incurred by ThermoLase personnel.

             5.3  User Manual.  ThermoLase agrees to provide to
        Franchisee, at no additional charge, one copy of the User Manual
        for each Facility operated by Franchisee.  Franchisee
        acknowledges that the User Manual is copyrighted material of 

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        ThermoLase and cannot be reproduced in whole or in part, except
        to translate it into Arabic in accordance with Section 4.4 above.
        ThermoLase will consider requests for additional copies of the
        User Manual.  For purposes of this Agreement, the term User
        Manual shall mean the manual provided by ThermoLase to Franchisee
        at ThermoLase's training course, setting forth, among other
        things, the protocols for the SoftLight Procedures, procedures to
        be followed with respect to the use and operation of the
        SoftLight Lasers, guidelines for personnel training, operation
        and maintenance procedures for a Facility, and procedures for
        establishing and maintaining a common "look and feel", taking
        into consideration local customs, traditions, and tastes, between
        each Facility and other locations at which ThermoLase permits the
        operation of SoftLight Lasers under the name Spa Thira(SM), as
        such User Manual may be amended by ThermoLase from time to time.
        ThermoLase shall provide to Franchisee instructional pamphlets
        for each employee of Franchisee to use as a reference when
        performing the SoftLight Procedures.

        6.   TECHNICAL ASSISTANCE.  During the first year of the term of
        this Agreement, ThermoLase shall provide to Franchisee, at no
        additional cost to Franchisee, up to an aggregate of *******
        ***** of support and assistance in connection with the
        establishment and operation of the Facilities by Franchisee.
        During each year thereafter, ThermoLase shall provide to
        Franchisee, at no additional cost to Franchisee, up to *******
        ***** of support and assistance in connection with the
        establishment and operation of the Facilities.  Any support and
        assistance in excess of the amounts specified above shall be
        provided by ThermoLase on terms mutually agreeable to ThermoLase
        and Franchisee.

        7.   EXCLUSIVITY.  Franchisee agrees that, during the term of
        this Agreement, Franchisee shall not offer or perform, either
        directly or indirectly, any hair removal or skin rejuvenation
        process or offer any similar service other than the SoftLight
        Procedures at the Facilities.

        8.   CONFIDENTIALITY

             8.1  Protection.  Franchisee acknowledges and agrees that
        ThermoLase has disclosed, and shall continue to disclose, to
        Franchisee 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 information of a confidential nature relating to
        the Licensed Technology and the SoftLight Procedures, including,
        without limitation the terms of this Agreement and the User
        Manual (collectively, the "ThermoLase Confidential Information").
        The ThermoLase Confidential Information shall remain the sole and
        exclusive property of ThermoLase and Franchisee shall have no
        interest or rights with respect thereto, except to the extent
        expressly provided in this Agreement.  Franchisee agrees to 

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        maintain the confidentiality of the ThermoLase Confidential
        Information.  Notwithstanding the foregoing provisions of this
        Section 8.1, Franchisee shall have the right to disclose any
        information that it can demonstrate by clear and convincing
        evidence (i) was rightfully possessed by Franchisee before it was
        received from ThermoLase, (ii) is or becomes public otherwise
        than through any act or default of Franchisee, or (iii) is
        required by law, court order or stock exchange rule to be
        disclosed, provided Franchisee notifies ThermoLase 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.

             8.2  Equitable Relief.  Due to the fact that the
        unauthorized use, transfer, dissemination or disclosure of the
        ThermoLase Confidential Information would cause irreparable harm
        to ThermoLase, if Franchisee breaches the provisions of this
        Article 8, ThermoLase shall be entitled, in addition to any other
        rights and remedies available to ThermoLase, to obtain equitable
        relief, including without limitation injunctive relief.  If
        ThermoLase receives confidential information from Franchisee,
        ThermoLase shall maintain such information in confidence.  If
        ThermoLase improperly discloses such information, then Franchisee
        shall be entitled, in addition to any other rights and remedies
        available to Franchisee, to obtain equitable relief, including
        without limitation injunctive relief.

        9.   INSURANCE.

             Franchisee shall operate the business in strict compliance
        with all applicable requirements of the Saudi Arabia Ministry of
        Health.  Franchisee shall carry such insurance for the risks of
        the business as is customary in Saudi Arabia and commercially
        available. Franchisee shall consult with ThermoLase regarding the
        appropriate extent of insurance coverage.

        10.  INDEMNIFICATION.

             10.1 By Franchisee.  Subject to the provisions of Article 11
        below, Franchisee shall indemnify, defend and hold harmless
        ThermoLase, its parents, subsidiaries and affiliates, and their
        respective officers, directors, shareholders and employees, from
        and against any and all actions, causes of action, suits, claims,
        or demands by, or damages, liabilities, costs and expenses
        (including without limitation reasonable attorneys' fees and
        disbursements and court costs) to, a third party to the extent
        arising from or in connection with (i) the negligence (including
        without limitation professional malpractice) or willful
        misconduct of Franchisee, its agents, employees, representatives
        or contractors; (ii) failure of Franchisee to perform the
        SoftLight Procedures in accordance with the protocols set forth
        in the User Manual; (iii) failure to operate and maintain each
        Facility in accordance with the User Manual; or (iv) any
        employee, agent or representative of Franchisee under any

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        applicable termination, labor, social security or other similar
        laws or regulations.

             10.2 By ThermoLase.  Subject to the provisions of Article 11
        below, ThermoLase shall indemnify, defend and hold harmless
        Franchisee, its parents, subsidiaries and affiliates, and their
        respective officers, directors, shareholders and employees, from
        and against any and all actions, causes of action, suits, claims,
        or demands by, or damages, liabilities, costs and expenses
        (including without limitation reasonable attorneys' fees and
        disbursements and court costs) to, a third party to the extent
        arising from or in connection with the negligence or willful
        misconduct of ThermoLase, its agents, employees, representatives
        or contractors.

             10.3 Procedures.  The indemnified party shall provide
        written notice within 7 days of any third party claim to the
        indemnifying party.  The indemnifying party shall have the right
        to assume exclusive control of the defense of such claim or, at
        the option of the indemnifying party, to settle the same provided
        that no settlement that imposes any obligation on the indemnified
        party or affects the indemnified party rights under this
        Agreement may be made without the prior written consent of the
        indemnified party.  The indemnified party agrees to reasonably
        cooperate with the indemnifying party in connection with the
        performance of the indemnifying party's obligations under this
        Article.  In the event that the indemnifying party fails to
        perform its defense obligations hereunder, the indemnified party
        shall have the right to do so at the indemnifying party's
        expense.

             10.4 Enforcement of Intellectual Property Rights.
        Franchisee shall promptly advise ThermoLase upon becoming aware
        of any infringement or threatened infringement of any of the
        Licensed Technology or the SoftLight Marks or any claim that the
        Licensed Technology or the SoftLight Marks infringe the
        intellectual property rights of another party.  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.   Unless otherwise agreed with Franchisee, ThermoLase
        shall pay all costs incurred in such suit or proceeding and shall
        be entitled to all damages or other amounts recovered by reason
        of such suit or proceeding.  Franchisee shall cooperate with
        ThermoLase with respect to any enforcement, including, without
        limitation, joining as a party to any litigation, if required.

        11.  LIMITATION OF LIABILITY.

             11.1 Consequential Damages.  Notwithstanding anything to the
        contrary contained in this Agreement, including without
        limitation the provisions of Article 10 above, neither party
        hereto shall be liable to the other for any indirect, special,
        consequential, incidental or punitive damages (including without 

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        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.

             11.2 No Warranty.  THERMOLASE PROVIDES HEREIN NO WARRANTY OF
        MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF NON-
        INFRINGEMENT IN SAUDI ARABIA, 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.

        12.  TERM AND TERMINATION; RESTRICTIVE COVENANT.

             12.1 Term.  The initial term of this Agreement ("Term")
        shall commence on the Effective Date and continue for five (5)
        years from the date on which the first Facility opens to the
        public, unless sooner terminated as set forth herein, and shall
        be automatically renewed for successive five (5) year terms so
        long as Franchisee is in full compliance with all terms and
        conditions of this Agreement.

             12.2 Termination.  

                  (a)  This Agreement may be terminated by ThermoLase:

                       (i)  in the event of a breach by Franchisee of any
        material obligation hereunder (e.g., default in payment,
        unauthorized disclosure of ThermoLase Confidential Information,
        failure to perform SoftLight Procedures in accordance with User
        Manual) that is not cured within forty-five (45) days following
        written notice thereof; or

                       (ii) at any time after one year from the date on
        which the first Facility opens to the public if during any
        semiannual period the total revenue to ThermoLase from Franchisee
        does not equal or exceed *********** times the number of
        SoftLight Lasers which are in operable condition during such
        period; or

                       (iii)     in the event of the occurrence of a
        change in control of Franchisee which has, or in the reasonable
        opinion of ThermoLase could have, a material adverse effect on
        the business, prospects or operations of Franchisee and the
        failure of Franchisee to promptly pursue (within forty-five (45)
        days after receiving written notice thereof from ThermoLase) a
        remedy designed to cure (in the reasonable judgment of
        ThermoLase) ThermoLase's objections to such change; or

                       (iv) in the event Franchisee contests the validity
        of the Licensed Technology or the ownership thereof by
        ThermoLase; or

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<PAGE>
                       (v)  in the event of the termination of the
        Equipment Lease Agreement between ThermoLase and Franchisee.

                  (b)  This Agreement may be terminated without cause by
        Franchisee upon sixty (60) days written notice to ThermoLase.

             12.3 Termination Upon Occurrence of Certain Events.
        ThermoLase may terminate this Agreement, effective immediately
        and without the requirement of any notice if Franchisee:  (i)
        files for or consents to a general assignment for the benefit of
        creditors, (ii) 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, or
        (iii) is the subject of an involuntary bankruptcy or insolvency
        proceeding which is not fully dismissed within forty-five (45)
        days.

             12.4 Additional Rights of ThermoLase.  This Agreement may be
        suspended by ThermoLase, effective immediately upon written
        notice to Franchisee, in the event that (i) the marketing
        clearance granted to ThermoLase by the U.S. Food and Drug
        Administration (the "FDA") or any Saudi Arabian regulatory
        authority with respect to the SoftLight Procedures is revoked,
        rescinded or suspended for any reason, or any adverse regulatory
        action is undertaken by the FDA or any Saudi Arabian regulatory
        authority with respect to the validity or scope of such marketing
        clearance, or (ii) any claim is asserted against ThermoLase
        alleging that the Licensed Technology, or any portion thereof, or
        the SoftLight Marks are being used by Franchisee in a manner
        which infringes a patent or other intellectual property rights
        owned by a third party and ThermoLase  and Franchisee are unable
        to agree as to how to resolve such claim after consulting with
        each other for a period of not less than ten (10) Business Days.
        If a favorable outcome is achieved with respect to the matter
        under which this Agreement was suspended, then the terms and
        conditions of this Agreement shall thereafter be resumed.

             12.5 Effect 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 Franchisee 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, Franchisee shall cease all use of the SoftLight
        Marks and the Licensed Technology, and ThermoLase shall remove
        the SoftLight Lasers, SoftLight Lotion, all User Manuals and any
        other materials in Franchisee's possession that are related to
        the Licensed Technology or the SoftLight Marks within thirty (30)
        days.  Franchisee shall provide free and ready access to
        ThermoLase to each Facility, at ThermoLase's convenience, for the
        repossession of the SoftLight Lasers, the SoftLight Lotion, the
        User Manuals and any other materials in Franchisee's possession

                                       12PAGE
<PAGE>
        that are related to the Licensed Technology or the SoftLight
        Marks.  The SoftLight Lasers shall be repossessed by ThermoLase
        free of all liens and encumbrances and in good working order and
        repair, reasonable wear and tear only excepted.  Upon the
        expiration or earlier termination of this Agreement, Franchisee
        will be deemed to have assigned, transferred or conveyed to
        ThermoLase any and all rights in or to the SoftLight Marks that
        may have been obtained by Franchisee, and Franchisee 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 SoftLight Marks.  Upon
        the expiration or earlier termination of this Agreement,
        Franchisee shall immediately remove all signs and other markings
        from each Facility which indicate any connection to the SoftLight
        Procedures, SoftLight Lasers, the SoftLight Marks or ThermoLase.

             12.6 Restrictive Covenant.  Franchisee agrees that, in the
        event that this Agreement expires or is terminated pursuant to
        Section 12.2(a)(iv) or 12.(2)(b), Franchisee shall not offer or
        perform, directly or indirectly, commercial hair removal services
        or skin rejuvenation service involving the use of a laser, or any
        other light source, for a period of twelve (12) months following
        the effective date of expiration or termination.

             12.7 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 shall not have any obligation to
        Franchisee, or to any employee of Franchisee, for compensation or
        for damages of any kind, whether on account of the loss by
        Franchisee or such employee of present or prospective sales,
        investments, compensation or goodwill.  Similarly, Franchisee
        shall not have any obligation to ThermoLase or any employee of
        ThermoLase for compensation or for damages of any kind by reason
        of the termination or expiration of this Agreement, except for
        any amounts that may be due and outstanding under this Agreement
        as of the date of termination.

             12.8 Survival.  Notwithstanding anything to the contrary
        contained herein, the provisions of Section 2.2, 2.3, 4.2 and
        12.5 through 12.8 and Articles 3, 8, 9, 10, 11 and 13 of this
        Agreement shall survive any expiration or earlier termination of
        this Agreement according to their respective terms.

        13.  MISCELLANEOUS

             13.1 Relationship of the Parties.  The parties acknowledge
        that no relationship of partnership, joint venture or employment
        is created by this Agreement and that neither party shall have
        any right, power or authority to act for or to bind the other
        party in any way except to the extent expressly provided in this

                                       13PAGE
<PAGE>
        Agreement.  Without in any way limiting the foregoing, Franchisee
        shall be solely responsible at all times during the term of this
        Agreement for all aspects of the professional services delivered
        at each Facility and for the selection, training, professional
        direction, supervision and employment of all persons, who are
        licensed, registered or certified by the jurisdiction in which
        each Facility is located to perform such services (collectively,
        the "Professional Staff").  No provision of this Agreement is
        intended, nor shall it be construed, to permit ThermoLase to
        affect or influence the professional judgment of any member of
        the Professional Staff involved in the performance of the
        SoftLight Procedures at a Facility.

             13.2 Franchisee Operations.  Franchisee 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 operation of each Facility,
        including, without limitation, the performance of the SoftLight
        Procedures.

             13.3 Representation and Warranties.  Franchisee represents
        and warrants that all of the information relating to Franchisee
        set forth on Schedule A attached hereto is true, complete and
        correct.  ThermoLase represents and warrants that all of the
        information relating to ThermoLase set forth on Schedule B
        attached hereto is true, correct and complete.

             13.4 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 if to
        Franchisee at the address set forth at the beginning of this
        Agreement and if to ThermoLase at ThermoLase Corporation, 10455
        Pacific Center Court, San Diego, CA 92121, Attn: President 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.  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).

             13.5 Governing Laws.  This Agreement shall be governed by
        and construed in accordance with the laws of England, 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.  Notwithstanding the application of the laws of England,
        Franchisee agrees that ThermoLase shall have no obligation to
        provide Franchisee with any information or disclosures relating

                                       14PAGE
<PAGE>
        to the Licensed Technology, the SoftLight Procedures or the
        operation of a Spa Thira except as set forth herein and in the
        User Manual.  In particular, Franchisee 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
        England. 

             13.6 Arbitration.  

                  (a)  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
        three (3) arbitrators, one to be appointed by ThermoLase, one to
        be appointed by Franchisee and a third being nominated by the two
        arbitrators so selected or, if they cannot agree on a third
        arbitrator, by the Presiding Judge of the London Court of
        International Arbitration ("LCIA").  

                  (b)  The arbitration shall be conducted in English and
        in accordance with the commercial arbitration rules of the LCIA,
        which shall administer the arbitration and act as appointing
        authority.  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.
        For the purposes of this arbitration, the provisions of this
        Agreement and all rights and obligations thereunder shall be
        governed and construed in accordance with the laws of England,
        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.  The decision of the arbitrators 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 arbitrators determine.  The decision
        of the arbitrators shall be executory, and judgment thereon may
        be entered by any court of competent jurisdiction. 

             13.7 Entire Agreement.  This Agreement constitutes the sole
        and entire agreement between ThermoLase and Franchisee 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.

             13.8 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

                                       15PAGE
<PAGE>
        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.

             13.9 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.

             13.10     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.

             13.11     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 arbitration or
        other action against the other party to this Agreement, the
        prevailing party shall be entitled to recover its costs resulting
        from such arbitration or action from the non-prevailing party to
        the extent so provided in the arbitration award or judgment.

             13.12     Force Majeure.  Neither party shall be deemed to
        be in default under this Agreement if prevented from performing
        any obligation hereunder (other than a payment obligation which
        arose prior to the event of force majeure) for any reason beyond
        its reasonable control, including without limitation Acts of God,
        war, civil commotion, fire, flood or casualty, labor
        difficulties, shortages of or inability to obtain labor,
        materials or equipment, governmental regulations or restrictions,
        or unusually severe weather.  In any such case, the parties agree
        to negotiate in good faith with the goal of preserving this
        Agreement and the respective rights and obligations of the
        parties hereunder, to the extent reasonably practicable. It is
        agreed that financial inability shall not be a matter beyond a
        party's reasonable control.

             13.13     Successors and Assigns.  This Agreement is
        personal to Franchisee and has been entered into in reliance upon
        the competence and skill of Franchisee.  Accordingly, Franchisee
        may not assign this Agreement, except to an entity controlled by
        or under common control with Franchisee, without the prior
        written consent of ThermoLase, which consent may be withheld in
        ThermoLase's sole and absolute discretion.  ThermoLase may assign
        this Agreement upon written notice to Franchisee.  This Agreement
        shall be binding upon and shall inure to the benefit of the
        parties hereto and their respective successors and permitted
        assigns.

             13.14     Authority.  The individuals executing this
        Agreement hereby represent and warrant that they are empowered

                                       16PAGE
<PAGE>
        and duly authorized to so execute this Agreement on behalf of the
        parties they represent.

             13.15     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.

             13.16     Definition of Business Day.  For the purposes of
        this Agreement, a "Business Day" means a day on which banks are
        open for business in San Diego, California and Riyadh, Saudi
        Arabia.


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

        THERMOLASE CORPORATION             MEDICAL SUPPLY & SERVICE CO.


        By: John C. Hansen                By: Ibrahim El Khereiji
            ----------------------            -------------------------
        Name:  John C. Hansen              Name:
        Title: President and CEO           Title:














                                       17PAGE
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                                   Schedule A

                  Representations and Warranties of Franchisee


             Franchisee represents and warrants to ThermoLase as follows:

             (i)  Franchisee is a Saudi Arabian company duly organized,
        validly existing and in good standing under the laws of Saudi
        Arabia, with requisite powers adequate for executing and
        delivering, and performing its obligations under, this Agreement;

             (ii) the execution, delivery and performance of this
        Agreement by Franchisee have been duly authorized by all
        necessary action on the part of Franchisee; and

             (iii)     the execution, delivery and performance of this
        Agreement by Franchisee do not and will not conflict with or
        contravene any provision of the charter documents of Franchisee
        or, in any material respect, any agreement, document, instrument,
        indenture or other obligation of Franchisee.  






















                                       18PAGE
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                                   Schedule B

                  Representations and Warranties of ThermoLase


             ThermoLase represents and warrants to Franchisee as follows:

             (i)  ThermoLase is a corporation duly organized, validly
        existing and in good standing under the laws of the State of
        Delaware with corporate powers adequate for executing and
        delivering, and performing its obligations under this Agreement;
         

             (ii) the execution, delivery and performance of this
        Agreement by ThermoLase have been duly authorized by all
        necessary corporate action on the part of ThermoLase;  

             (iii)     the execution, delivery and performance of this
        Agreement by ThermoLase do not and will not conflict with or
        contravene any provision of the charter documents or by-laws of
        ThermoLase or, in any material respect, any agreement, document,
        instrument, indenture or other obligation of ThermoLase;  

             (iv) ThermoLase is not in default (nor has there transpired
        an event which with notice or lapse of time or both would become
        a default), under any agreement, document, instrument, indenture
        or other obligation of ThermoLase pertaining to the Licensed
        Technology or The SoftLight Marks; and 

             (v)  as of the date hereof, ThermoLase owns, or has the
        right to license to the Franchisee, the Licensed Technology, free
        and clear of all liens, pledges or other encumbrances.