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                                                            EXHIBIT 10.28
                                                            -------------
                            Equipment Lease Agreement
                            for SoftLight (SM) Lasers

        Lessee Information:
         
        Name:          Medical Supply & Service Co. (MEDIC) ("Lessee")
        Address:       P.O. Box 7795
                       Jeddah, 21472
                       Saudi Arabia
        Telephone No.: 966-2-669-5961
        Fax No.        966-2-669-4525 
        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 is prepared to lease SoftLight Lasers to Lessee
        for use in Saudi Arabia on the terms and conditions set forth
        below.

        AGREEMENT

             ThermoLase and Lessee agree as follows:

        1.   LEASE; SUBLEASE

             1.1  Equipment Leased.  ThermoLase agrees to lease to Lessee
        up to fifteen (15) SoftLight Lasers capable of performing hair
        removal procedures and up to fifteen (15) SoftLight Lasers
        capable of performing skin rejuvenation procedures, if different.
         Lessee acknowledges that ownership of and title to such
        SoftLight Lasers shall remain with ThermoLase, and Lessee shall
        take no action adverse to ThermoLase's title to and interest in
        such SoftLight Lasers. Lessee shall not directly or indirectly
        create or suffer to exist any mortgage, security interest,
        attachment, writ or other lien or encumbrance on the SoftLight
        Lasers, and will promptly, at its own expense, discharge any such
        lien or encumbrance that may arise.  After Lessee has
        successfully completed ThermoLase's training course relating to
        the performance of the SoftLight Procedures, ThermoLase shall use
        commercially reasonable efforts to complete shipment of the
        SoftLight Lasers to a facility established by Lessee and approved
        by ThermoLase (a "Facility") within thirty (30) days after
        Lessee's request for such shipment, provided that Lessee has
        completed all of the modifications necessary to the Facility to
        prepare the Facility in accordance with specifications approved 


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        by ThermoLase. Lessee shall pay all costs and expenses associated
        with the shipment of such SoftLight Lasers from ThermoLase's
        facility to the Facility, including without limitation freight,
        insurance, customs duties and related charges and taxes,
        provided, however, that ThermoLase shall pay or reimburse Lessee,
        within thirty (30) days, for any import duties or taxes imposed
        by Saudi Arabia up to a maximum of *****************************
        ************************************.  Lessee agrees not to
        remove, obscure or otherwise deface any labeling present on any
        SoftLight Laser at the time of delivery thereof to Lessee.

             1.2  Subleases.  Lessee may enter into subleases for the
        SoftLight Lasers to the extent reasonably necessary to establish
        and operate Facilities in Saudi Arabia.  The terms and conditions
        of each sublease which relate to the ownership and operation of
        the SoftLight Lasers shall be subject to the approval of
        ThermoLase, which shall not be unreasonably withheld.  Lessee
        shall have no obligation to disclose to ThermoLase the economic
        terms and conditions of any sublease, except to the extent
        necessary for calculating the rent payable to ThermoLase pursuant
        to Article 7 hereof.  For purposes of calculating the rent
        payable to ThermoLase pursuant to Article 7 hereof, reference
        shall be made to the aggregate gross revenues of Lessee and all
        sublessees.

        2.   INSTALLATION

             2.1  Initial Installation.  As soon as reasonably
        practicable after delivery of the SoftLight Lasers, ThermoLase
        shall install, or cause to be installed, at no additional charge
        to Lessee, the SoftLight Lasers at the Facility; provided,
        however, that ThermoLase shall have no obligation to install the
        SoftLight Lasers unless the installation site (i) meets the
        specifications approved by ThermoLase, (ii) remains accessible to
        ThermoLase throughout the period of installation and (iii) is
        otherwise safe and appropriate for installation of the SoftLight
        Lasers.  ThermoLase, or its designated agent or subcontractor,
        shall perform all unpacking of the SoftLight Lasers at the
        Facility.  Upon installation thereof, ThermoLase, or its
        designated agent or subcontractor, shall perform ThermoLase's
        standard acceptance test procedures to confirm that the SoftLight
        Lasers operate in substantial conformance with the applicable
        specifications.

             2.2  Unauthorized Installation, Reinstallation or
        Relocation.  Any installation or reinstallation of any SoftLight
        Laser performed by any person other than ThermoLase, or its
        designated agent or subcontractor, without the prior written
        consent of ThermoLase, shall be a breach of this Agreement by
        Lessee. Lessee shall not relocate the SoftLight Lasers installed
        in the Facility without the prior written consent of ThermoLase.
        Any such relocation consented to by ThermoLase shall be performed
        by ThermoLase, or its designated agent or subcontractor.
        ThermoLase hereby disclaims all liability for any and all claims,

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        losses, costs and damages to the extent arising from or in
        connection with the unauthorized installation, reinstallation or
        relocation of any SoftLight Laser. 

             3.   SERVICE AND MAINTENANCE.  ThermoLase agrees, provided
        it is promptly notified upon the discovery of any defect, to
        repair or replace, at ThermoLase's option, a defective SoftLight
        Laser or any component thereof, so as to cause the same to
        operate in substantial conformance with the protocols set forth
        in the SoftLight User's Manual (the "User Manual") when subjected
        to normal, proper and intended usage by properly trained
        personnel, all in accordance with the User Manual.  Such repair
        or replacements shall be at ThermoLase's expense, except that
        Lessee shall pay all costs and expenses associated with the
        shipment of such SoftLight Lasers, including without limitation
        freight, insurance, customs duties and related charges and taxes,
        provided, however, that ThermoLase shall pay or reimburse Lessee,
        within thirty (30) days, for any import duties or taxes imposed
        by Saudi Arabia up to a maximum of *****************************
        ************************************.  Lessee agrees to make
        SoftLight Lasers installed in the Facility available to
        ThermoLase for inspection at any reasonable time and to cooperate
        reasonably with ThermoLase in the performance of its obligations
        hereunder.  Because of the importance of safe and effective
        operation of the SoftLight Lasers in compliance with applicable
        laws and regulations, it is understood and agreed that Lessee
        shall not undertake to provide, or contract with any party other
        than ThermoLase (or ThermoLase's designated agent or
        subcontractor) to provide, maintenance or other services of any
        nature with respect to any SoftLight Laser without the prior
        written consent of ThermoLase.  ThermoLase shall have the right
        to subcontract its obligations under this Section 3. ThermoLase
        shall contract its in-country maintenance to Medic during the
        term of this agreementThermoLase shall not be responsible for
        costs of service or maintenance to the SoftLight Lasers that is
        caused by or related to (i) misuse, fault or negligence of or by
        Lessee, or (ii) use of the SoftLight Lasers in an operating
        environment inconsistent with the User Manual or in combination
        with equipment, software or other products not supplied by
        ThermoLase.  ThermoLase shall furnish off-site telephone and fax
        support, in the form of consultations, assistance and advice on
        the use and maintenance of SoftLight Lasers, within 2 Business
        Days after receipt of Lessee's request therefor.  In the event
        that the reported defect is not corrected within an additional 5
        Business Days after the initiation of such off-site telephone
        support, ThermoLase shall repair or replace, at ThermoLase's
        option, such defective SoftLight Laser as soon as reasonably
        possible. Replacement parts may be new or refurbished, at the
        election of ThermoLase.  All replaced parts shall be and remain
        the property of ThermoLase.  If, at any time after arrival at the
        Facility, ThermoLase's service representatives are unable to
        proceed with the performance of service or maintenance requested
        hereunder due to delays caused by Lessee, its agents, employees,
        representatives or contractors, Lessee shall reimburse ThermoLase

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        upon demand for such delays at ThermoLase's then prevailing
        rates.  ThermoLase or its designee will conduct training for
        franchisee's employee(s) in the U.S. at no cost to franchisee.
        Franchisee shall be responsible for all travel, room and board
        expenses incurred by its employee(s) during the training.

        4.   SPARE PARTS AND REPLACEMENT LASERS.

             4.1  Spare Parts.  ThermoLase shall provide to Lessee, at no
        additional cost to Lessee, an initial supply of spare parts for
        the SoftLight Lasers and associated equipment. During the term of
        this Agreement, ThermoLase shall provide to Lessee, at no
        additional cost to Lessee, reasonable additional quantities of
        spare parts.  In each case, Lessee shall pay all costs and
        expenses associated with the shipment of the spare parts,
        including without limitation freight, insurance, customs duties
        and related charges and taxes, provided, however, that ThermoLase
        shall pay or reimburse Lessee, within thirty (30) days, for any
        import duties or taxes imposed by Saudi Arabia up to a maximum of
        *************************************************************.

             4.2  Replacement SoftLight Lasers.  ThermoLase shall have
        the right to substitute modified or replacement versions of the
        SoftLight Laser for any SoftLight Laser then installed in a
        Facility.  ThermoLase shall substitute improved versions of the
        SoftLight Laser within a reasonable period of time after such
        improved versions are placed in general commercial service by
        ThermoLase.  In such event, ThermoLase shall arrange for the
        delivery and installation of a new SoftLight Laser at, and
        removal of the replaced SoftLight Laser from, the Facility at
        ThermoLase's  expense, except that Lessee shall pay all costs and
        expenses associated with the shipment of such SoftLight Lasers,
        including without limitation freight, insurance, customs duties
        and related charges and taxes, provided, however, that ThermoLase
        shall pay or reimburse Lessee, within thirty (30) days, for any
        import duties or taxes imposed by Saudi Arabia up to a maximum of
        ************************************************************
        *****.

        5.   SUPPLIES

             5.1  SoftLight Lotion.  Throughout the term of this
        Agreement, ThermoLase agrees to supply to Lessee the lotion used
        in the SoftLight Procedures (the "SoftLight Lotion") in such
        amounts as may be reasonably requested by Lessee (based on
        Lessee's use of the SoftLight Lasers as reported to ThermoLase)
        for use in connection with the performance of the SoftLight
        Procedures under the terms of this Agreement.  ThermoLase shall
        endeavor to obtain the approval of the SoftLight Lotion by the
        Saudi Arabian Standards Organization. ThermoLase shall use
        commercially reasonable efforts to ship SoftLight Lotion to
        Lessee within fifteen (15) Business Days after receipt of
        Lessee's written request therefor.  Title to the SoftLight Lotion
        shall pass to Lessee upon delivery of possession of the SoftLight

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        Lotion by ThermoLase to the carrier, and Lessee shall pay all
        costs and expenses associated with shipment of the SoftLight
        Lotion, including without limitation freight, insurance, customs
        duties and related charges and taxes, provided, however, that
        ThermoLase shall pay or reimburse Lessee, within thirty (30)
        days, for any import duties or taxes imposed by Saudi Arabia up
        to a maximum of *************************************************
        ****************.  Lessee acknowledges and understands that the
        composition of the SoftLight Lotion has been carefully developed
        in order to maximize the safety and effectiveness of the
        SoftLight Procedures in compliance with applicable laws and
        regulations, and Lessee covenants and agrees 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
        Lotion supplied to Lessee hereunder.

             5.2. Other Supplies.  All other supplies required in
        connection with the performance of the SoftLight Procedures shall
        be provided by Lessee at Lessee's sole cost and expense,
        including without limitation, smoke evacuator filters, waxing
        equipment and supplies, and lotions and cleansers; provided,
        however, that ThermoLase reserves the right to inspect such
        supplies and to impose minimum standards with respect to such
        supplies, which  ThermoLase considers, in its reasonable
        discretion, to be necessary in order to satisfy ThermoLase's
        safety and efficacy standards with respect to the use of
        SoftLight Lasers.  ThermoLase shall provide Lessee with a list of
        such other supplies and the names of suppliers thereof.  

        6.   ADDITIONAL EQUIPMENT

             6.1  Additional SoftLight Lasers.  ThermoLase will provide
        to Lessee up to five (5) additional SoftLight Lasers during any
        period of six (6) months, provided that the SoftLight Lasers then
        operated by Lessee are generating total revenue to ThermoLase per
        semiannual period of at least *********** times the number of
        SoftLight Lasers then in operable condition.  The rental for such
        additional SoftLight Lasers shall be the same as provided in
        Section 7.2 below.

             6.2  Skin Rejuvenation Process.  Lessee acknowledges that
        the use of SoftLight Lasers for skin rejuvenation has not yet
        been perfected and that ThermoLase may decide to lease to Lessee
        SoftLight Lasers specially designed for use in skin rejuvenation
        procedures ("Dedicated Lasers").  If ThermoLase decides to place
        Dedicated Lasers in general commercial service, then ThermoLase
        shall lease Dedicated Lasers to Lessee on the same terms and
        conditions as the other SoftLight Lasers described herein.

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        7.   RENTALS

             7.1  Advance Payments.  In consideration for the use of the
        SoftLight Lasers leased to Lessee pursuant to this Agreement,
        Lessee shall pay to ThermoLase: (i) a non-refundable advance
        payment of Five Hundred Thousand United States Dollars
        (US$500,000), due at the time of execution of this Agreement,
        (ii) a non-refundable advance payment of Five Hundred Thousand
        United States Dollars (US$500,000), due on the day after the
        first anniversary of this Agreement, and  (iii) ongoing rentals
        as provided in paragraph (b) below.  

             7.2  Rent.     Rent shall be payable monthly within fifteen
        (15) days following the end of each calendar month in the amount
        of ************************* of gross revenues generated from the
        performance of the SoftLight Procedures at the Facilities 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 at such Facility during such
        period.  The rent shall increase to *************************
        *************** beginning one year after the first Facility
        commences operations and to ************************** beginning
        two years after the first Facility commences operations.

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

             7.3  Taxes.  The rent and all other amounts payable pursuant
        to this Agreement are to be paid by Lessee 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 Lessee, provided,
        however, that Lessee may withhold from its payment hereunder
        Saudi Arabian income taxes payable by ThermoLase.  Lessee 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 Lessee
        withholds any taxes from rent or other amounts payable to
        ThermoLase hereunder, then Lessee shall provide to ThermoLase
        evidence of the payment of such taxes to the relevant taxing
        authority.

             7.4  Currency. The rent 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 rent payable to ThermoLase hereunder, at the
        average exchange rate during the relevant calendar month as
        published by the Saudi Arabian Monetary Authority (SAMA).

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             7.5  Financial Records.  Lessee shall keep and maintain, at
        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 rent payable
        hereunder.  The Financial Records shall be maintained in
        accordance with accounting principles generally accepted in the
        Kingdom of Saudi Arabia, consistently applied.  Lessee shall
        engage an internationally recognized accounting firm to provide
        an annual audit and accounting of the business to Lessee and
        ThermoLase.  

             7.6  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
        and of the payment of rent required to be made by Lessee under
        the terms of this Agreement.  If, as a result of such audit or
        inspection, ThermoLase shall determine that the rent paid by
        Lessee to ThermoLase with respect to the period covered by such
        audit or inspection is less than the rent payable hereunder by
        Lessee to ThermoLase with respect to said period, ThermoLase
        shall promptly furnish to Lessee 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 Lessee disagrees with the Deficiency Report, it
        shall have thirty (30) days within which to initiate arbitration
        pursuant to Section 13.6 below.  If Lessee does not initiate
        arbitration, or the arbitrators determine that the Deficiency is
        correct or that Lessee owes ThermoLase a different amount (the
        "Modified Deficiency"), then Lessee 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 rent payable by Lessee to ThermoLase with respect to
        the period covered by such audit or inspection, Lessee 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.

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        8.   CONFIDENTIALITY

             8.1  Protection.  Lessee acknowledges and agrees that
        ThermoLase has disclosed, and shall continue to disclose, to
        Lessee in connection with the use of the SoftLight Lasers 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 SoftLight
        Lasers 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 Lessee shall have no
        interest or rights with respect thereto, except to the extent
        expressly provided in this Agreement.  Lessee agrees to maintain
        the confidentiality of the ThermoLase Confidential Information.
        Notwithstanding the foregoing provisions of this Section 8.1,
        Lessee shall have the right to disclose any information that it
        can demonstrate by clear and convincing evidence (i) was
        rightfully possessed by Lessee before it was received from
        ThermoLase, (ii) is or becomes public otherwise than through any
        act or default of Lessee, or (iii) is required by law, court
        order or stock exchange rule to be disclosed, provided Lessee
        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 Lessee 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 Lessee, ThermoLase shall
        maintain such information in confidence.  If ThermoLase
        improperly discloses such information, then Lessee shall be
        entitled, in addition to any other rights and remedies available
        to Lessee, to obtain equitable relief, including without
        limitation injunctive relief.

        9.   INSURANCE.

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

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        10.  INDEMNIFICATION.

             10.1 By Lessee.  Subject to the provisions of Article 11
        below, Lessee 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 Lessee, its agents, employees, representatives or
        contractors; (ii) failure of Lessee 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 Lessee under any 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
        Lessee, 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.

        11.  LIMITATION OF LIABILITY.

             11.1 Consequential Damages.  Notwithstanding anything to the
        contrary contained in this Agreement, including without 

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        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
        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 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 Lessee 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 Lessee of any
        material obligation hereunder (e.g., default in payment,
        unauthorized disclosure of ThermoLase Confidential Information)
        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 Lessee
        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 Lessee which has, or in the reasonable
        opinion of ThermoLase could have, a material adverse effect on
        the business, prospects or operations of Lessee and the failure
        of Lessee 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


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

                       (v)  in the event of the termination of the
        Franchise and License Agreement between ThermoLase and Lessee.  

                  (b)  This Agreement may be terminated without cause by
        Lessee 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 Lessee: (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 Lessee, in the event that 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.  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 Lessee shall be obligated to pay to ThermoLase all
        outstanding rent and other amounts payable with respect to the
        period prior to the effective date of such expiration or earlier
        termination.  Upon such expiration or earlier termination, Lessee
        shall cease all use of the SoftLight Lasers, and ThermoLase shall
        remove the SoftLight Lasers, SoftLight Lotion, all User Manuals
        and any other materials in Lessee's possession that are related
        to the SoftLight Lasers within thirty (30) days.  Lessee 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 Lessee's possession that are related to the
        SoftLight Lasers.  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.  

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             12.6 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 Lessee, or
        to any employee of Lessee, for compensation or for damages of any
        kind, whether on account of the loss by Lessee or such employee
        of present or prospective sales, investments, compensation or
        goodwill.  Similarly, Lessee 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..

             12.7 Survival.  Notwithstanding anything to the contrary
        contained herein, the provisions of Sections 12.5 through 12.7
        and Articles 7, 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
        Agreement.  Without in any way limiting the foregoing, Lessee
        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 Lessee Operations.  Lessee 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 the SoftLight
        Lasers.  

             13.3 Representation and Warranties.  Lessee represents and
        warrants that all of the information relating to Lessee 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.
                                       12PAGE
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             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
        Lessee 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.  

             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 Lessee 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

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        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 Lessee 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
        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

                                       14PAGE
<PAGE>
        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 Lessee and has been entered into in reliance upon the
        competence and skill of Lessee.  Accordingly, Lessee may not
        assign this Agreement, except to an entity controlled by or under
        common control with Lessee, 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 Lessee.  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
        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:




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                                   Schedule A

                    Representations and Warranties of Lessee



             Lessee represents and warrants to ThermoLase as follows:  

             (i)   Lessee 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 Lessee have been duly authorized by all necessary
        action on the part of Lessee; and

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



















                                       16PAGE
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                                   Schedule B

                  Representations and Warranties of ThermoLase



             ThermoLase represents and warrants to Lessee 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; and 

             (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.