NATIONAL MEDICAL DIRECTOR AGREEMENT

                            (Independent Contractor)

     This National Medical Director  Agreement  ("Agreement") is entered into as
of March ___,  2000  ("Effective  Date") by and among  LIGHTTOUCH  VEIN & LASER,
INC.,  a Nevada  corporation  ("LightTouch")  and  HARLEY  F.  FREIBERGER,  M.D.
("Medical Director").

                                    RECITALS

     A.  Medical  Director  operates a medical  practice and has entered into an
agreement to provide  services for the LightTouch  Center located in Charleston,
South  Carolina,  known as LightTouch  Vein & Laser of South  Carolina,  Inc., a
South Carolina corporation,  a wholly owned subsidiary of LightTouch (the "South
Carolina Center").

     B. LightTouch engages in the business of owning laser centers and providing
certain administrative and support services concerning the day-to-day affairs of
medical practices and has established  existing laser centers ("Centers") at the
sites listed on EXHIBIT A, including the South Carolina Center.

     C. LightTouch  desires to engage Medical  Director to serve as the national
medical  director on behalf of  LightTouch  and all of the Centers,  and Medical
Director desires to serve in such capacity.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
contained herein, the parties agrees as follows:

                     I. RESPONSIBILITIES OF MEDICAL DIRECTOR

     1.1 MEDICAL DIRECTOR.  Medical Director shall assume responsibility for the
quality control and  professionalism of LightTouch and the Centers on a national
basis and shall  appoint,  if necessary,  the local  medical  directors for each
individual  Center.  Medical Director and the individual local medical directors
shall assist  LightTouch in the proper  operation and management of the Centers.
Medical  Director duties as the national  medical  director of the Centers shall
include the responsibilities listed on EXHIBIT B.

     1.2 QUALITY  ASSURANCE.  Medical  Director  shall monitor  utilization  and
quality of  services  provided by the Centers  and  LightTouch,  shall  develop,
maintain and administer quality assurance programs and performance standards and
shall  offer  suggestions  and  requirements  to  remedy   deficiencies  in  the
efficiency or the quality of medical care provided.  However,  Medical  Director
shall not be liable or responsible  for the failure of any Center to perform its
obligation  or the  negligence  of any Center in the  performance  of any of its
obligations and responsibilities.

                       II. RESPONSIBILITIES OF LIGHTTOUCH
<PAGE>

     2.1 RESPONSIBILITIES WITH REGARD TO SELECTED PATIENT-RELATED MATTERS.

          (a) RECORDKEEPING.  LightTouch shall assist the Centers in maintaining
patient medical records in accordance with applicable laws.  Notwithstanding the
foregoing  sentence,  patient  medical  records  shall be and shall  remain  the
property  of  the  Centers,   and  the  content  thereof  shall  be  solely  the
responsibility of the Centers.

          (b)  QUALITY  ASSURANCE.  LightTouch  shall  assist  the  Centers,  in
accordance with criteria established by the Centers and Medical Director, in the
development  and  implementation  of  appropriate  quality  assurance  programs,
including  development  of  performance  and  utilization  standards,   sampling
techniques for case review, and preparation of appropriately documented studies.
Notwithstanding  the  foregoing,  LightTouch  shall not  perform any duties that
constitute the corporate practice of medicine.

     2.2 OTHER RESPONSIBILITES.

          (a) INSURANCE. Within a reasonable period of time but by no later than
the time that Medical  Director  becomes a director of LightTouch as provided in
Section 4.2 below,  LightTouch shall obtain and maintain during the term of this
Agreement  directors and officers  liability  insurance and all other  liability
insurance in  sufficient  amounts to protect  Medical  Director from any and all
liability  which  he may  incur  in the  performance  of his  duties  hereunder.
LightTouch hereby indemnifies,  defends and holds Medical Director harmless from
and against any and all liabilities,  losses,  claims, causes of action, damages
and costs  including  reasonable  attorneys' fees arising from or as a result of
the performance of his duties hereunder.

          (b)  ACCOUNTING.  LightTouch  shall be solely  responsible  for legal,
accounting and other  professional  services incurred by Medical Director in the
performance of his duties  hereunder.  LightTouch  shall be responsible  for and
shall  provide at its expense all  accounting  services in  connection  with the
consolidation  of LightTouch and the South Carolina Center,  including,  without
limitation, all Securities Exchange Commission filings and reports.

                           III. FINANCIAL ARRANGEMENTS

          3.1  COMPENSATION.  As  compensation  for the  performance  by Medical
Director of the substantial services required hereunder on behalf of LightTouch,
LightTouch  shall transfer to Medical Director 447,205 shares of common stock of
LightTouch  having a value of One  Million  Eight  Hundred  Thousand  and no/100
Dollars  ($1,800,000.00)  based upon the average  closing price of  LightTouch's
common shares for the five trading days immediately  prior to the date hereof as
traded on the OTC Bulletin Board under the symbol "LTVL",  said stock to be held
by an affiliate  for purposes of Federal  Securities  Law. In addition  thereto,
LightTouch  shall transfer to Medical Director 124,224 shares of common stock of
LightTouch   having  a  value  of  Five  Hundred  Thousand  and  no/100



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Dollars  ($500,000.00)  as a bonus for entering into this Agreement and agreeing
to perform the duties of  national  medical  director  for  LightTouch.  Medical
Director  understands  and  acknowledges  that in  addition to  restrictions  on
transfer of the foregoing shares of stock  (collectively,  the "Stock") required
under the Federal  Securities Act of 1933,  the Stock is further  restricted and
subject to  forfeiture  in the event  Medical  Director  fails to  substantially
perform the duties of national  medical  director of  LightTouch as set forth in
this Agreement for the Initial Term of this Agreement.  In the event of a breach
in the  performance  of this duties  during the Initial Term,  Medical  Director
shall forfeit and return the Stock to LightTouch. Medical Director's interest in
the Stock shall not be deemed vested until the expiration of the Initial Term.

     3.2 PAID  EXPENSES AND  BENEFITS.  LightTouch  shall pay at its expense all
costs and expenses  incurred by Medical  Director,  including travel and related
expenses and cost of attendance,  for medical conferences,  meetings,  seminars,
meetings with prospective practices for future acquisition,  and other requested
travel on behalf of LightTouch when LightTouch  requests the presence of Medical
Director at any such conference or meeting and Medical Director consents to such
attendance. When any such attendance is requested by LightTouch, LightTouch will
not charge any such expense as an expense against the South Carolina Center.

     LightTouch  further agrees that any travel required of Medical  Director in
the  performance  of any of  Medical  Director's  duties  shall be first  class.
Furthermore,  Medical Director shall be entitled to stay in any hotel in which a
conference or meeting is being held where the  attendance at such  conference or
meeting is required or requested by LightTouch or otherwise permitted hereunder.
Any  other  non-required  travel  and  expenses  shall be  subject  to the prior
approval of LightTouch, which approval will not be unreasonably withheld.

     In order to facilitate  Medical  Director's travel and related expenses for
any such meetings, conferences or work on behalf of LightTouch, LightTouch shall
promptly  provide to Medical  Director a corporate  charge or credit card on the
account of  LightTouch,  the  expense  of which will not be charged  back to the
South Carolina Center.

                       IV. REPRESENTATIONS AND WARRANTIES

     4.1 COVENANTS AND WARRANTIES OF LIGHTTOUCH.  LightTouch  hereby  represents
and warrants to Medical Director as follows:

          (a) LightTouch is and shall remain during the term of this Agreement a
corporation which is duly organized, validly existing and in good standing under
the laws of the State of Nevada,  possessing  full corporate power and authority
to own its properties and to conduct the business in which it engages.

          (b) LightTouch  has full corporate  power and authority to execute and
deliver  this  Agreement  and to  engage  in the  transactions  and  obligations
contemplated  by this  Agreement.  Upon  its  execution,  this  Agreement  shall
constitute  a  valid  and  binding


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<PAGE>


obligation of LightTouch,  enforceable in accordance  with its terms,  except as
limited by applicable bankruptcy,  insolvency, moratorium, or other similar laws
affecting  generally the rights of creditors  and by  principles of equity.  The
party  executing this Agreement on behalf of LightTouch is duly authorized to do
so.

          (c)  The  consummation  of  the  transactions   contemplated  by  this
Agreement will not: result in any breach of the terms,  provisions or conditions
of or constitute a default under the  Certificate of  Incorporation,  By-Laws or
other enabling or governing  instruments of LightTouch or any agreement to which
LightTouch  is a party or by which it is  bound;  or, to the best  knowledge  of
LightTouch, constitute a violation of any applicable law or regulation.

          (d) AUTHORIZED SHARES. LightTouch has authorized 100,000,000 shares of
capital stock and 25,000,000  shares of preferred  stock.  Each of the shares of
Stock  has  been  duly  authorized  and  validly  issued,   is  fully  paid  and
non-assessable  and was issued by LightTouch in compliance  with all  applicable
federal  and State  securities  laws and all  applicable  rules and  regulations
thereunder.

          (e) APPROVAL OF TRANSFER. LightTouch acknowledges that it has approved
the transfer of the Stock by LightTouch to Medical  Director in accordance  with
the requirements of all securities laws and any buy-sell agreement pertaining to
the sale of shares of stock of LightTouch.

          (f) TITLE. LightTouch has good and marketable title to the Stock being
transferred  to Medical  Director  and has the absolute  right to sell,  assign,
transfer  and  deliver  such  Stock to  Medical  Director  free and clear of any
security  interest,   lien  or  encumbrance,   subject,   however,   to  certain
restrictions on transfer as set forth on the certificates.

     4.2 BOARD OF  DIRECTORS.  LightTouch  shall appoint  Medical  Director as a
director of the board of directors of LightTouch after the due date of the first
installment of principal  under the promissory  note from  LightTouch to Medical
Director dated on or about the date hereof.




                             V. TERM AND TERMINATION

     5.1 TERM.  This  Agreement  shall  commence on the Effective Date and shall
continue  for a period of twelve  (12)  months  ending on April 1, 2001,  unless
sooner terminated  pursuant to this Article V (the "Initial Term").  Thereafter,
this Agreement shall  automatically  continue in effect for additional  terms of
five (5) years each,  unless either party notifies the other in writing not less
than six (6) months or more than twelve (12) months prior to the  expiration  of
the term or any renewal  term of its intent to terminate  this  Agreement at the
end of such term,  or unless this  Agreement is  terminated  pursuant to Section
5.2, Section 5.3 or Section 8.10 hereof.  Notwithstanding  the



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<PAGE>

foregoing,  if at any time after the Initial Term,  Medical Director  determines
that his  responsibilities  hereunder are interfering  with the operation of his
practice  and the  performance  of his duties at the South  Carolina  Center and
LightTouch  fails to provide  assistance  satisfactory  to Medical  Director  at
LightTouch's  expense  within  thirty (30) days of Medical  Director's  request,
Medical Director may terminate this Agreement upon the expiration of such thirty
(30) day period. If Medical Director fails to perform his obligations  hereunder
and is in breach of this Agreement  prior to the expiration of the Initial Term,
Medical  Director  shall forfeit and return all Stock  received as  compensation
pursuant to Section 3.1 of this Agreement.

     5.2 EVENTS OF DEFAULT.  Each of the following shall constitute an "Event of
Default" (the party causing such default is referred to as the "Breaching Party"
and the other party is referred to as the "Non-Breaching Party"):

          (a) The Breaching Party fails to make any payment  required under this
Agreement, which is not cured within ten (10) days of written notice therefor.

          (b) The  Breaching  Party fails to observe or  otherwise  breaches any
material term, condition,  covenant, or warranty of this Agreement, which is not
cured within sixty (60) days of written notice.

     5.3  TERMINATION.  Subject  to  the  provisions  of  this  Article  V,  The
Non-Breaching Party may terminate this Agreement upon the occurrence of an Event
of Default in accordance with the following:

          (a) In the event of the occurrence of an Event of Default  referred to
in Section  5.2(a)  above,  upon the  expiration  of ten (10) days after written
notice,  which notice  shall  specify the amount of such payment and when it was
due, unless the amount due is paid within such ten (10) days.

          (b) In the event of the occurrence of any other Event of Default, upon
the  expiration  of sixty (60) days after  written  notice,  which  notice shall
specify the nature and extent of such Event of Default to the  Breaching  Party,
unless such Event of Default is remedied  within such sixty (60) days or, in the
case of an Event of Default  which cannot  reasonably  be remedied  within sixty
(60) days,  unless the Breaching  Party has made a good faith effort to begin to
cure such Event of Default within such sixty (60) days.

         5.4      DUTIES UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT.

          (a) If this  Agreement is terminated  upon  expiration of its term, or
earlier as provided in Sections 5.3 or 8.10:

               (i)  Neither  party  shall be  released  or  discharged  from any
obligation,  debt or liability which has previously accrued or been incurred and
remains to be performed upon the date of termination or expiration;



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<PAGE>

               (ii) Any sums of money  owing by one party to the other  shall be
paid immediately;

               (iii) Medical  Director  shall return to LightTouch all originals
and copies of the  Proprietary  Information of any of the Protected  Parties (as
those terms are defined in Article  VI) which are in the  possession  of Medical
Director or any other person or entity to whom it has delivered  such  originals
and copies; and

               (iv) Damages and any other remedies available at law or in equity
may be sought and collected by the Non-Breaching  Party from the Breaching Party
in the event of a termination pursuant to Section 5.3 hereof.

          (b) If this  Agreement is  terminated  prior to the  expiration of the
Initial Term, Medical Director shall forfeit and return the Stock as required in
Sections 3.1 and 5.1 of this Agreement.

                            VI. RESTRICTIVE COVENANTS

     6.1  COVENANT  REGARDING  PROPRIETARY  INFORMATION.  In the  course  of the
relationship  created  pursuant to this  Agreement,  Medical  Director will have
access to certain methods, trade secrets, processes, ideas, systems, procedures,
inventions,  discoveries,  concepts,  software in various stages of development,
designs,  drawings,  specifications,  models, data,  documents,  diagrams,  flow
charts,  research,  economic and financial analysis,  developments,  procedures,
know-how,  policy manuals,  financial  data, form contracts,  marketing ad other
techniques,   plans,  materials,   forms,   copyrightable  materials  and  trade
information  regarding the  operations of  LightTouch  and/or of its  Affiliates
(collectively,  the  "Protected  Parties").  The  foregoing,  together  with the
existence  and terms of this  Agreement,  are  referred to in this  Agreement as
"Proprietary Information".  Medical Director shall maintain all such Proprietary
Information  in strict  secrecy and shall not divulge  such  information  to any
third parties, except to its accountants, financial and legal advisors as may be
necessary for the discharge of its obligations under this Agreement. The parties
recognize that a breach of this Section 6.1 cannot be adequately  compensated in
money damages and therefore agree that  injunctive  relief shall be available to
the Protected Parties as their respective interests may appear.

     The obligations of Medical  Director under this Section 6.1 shall not apply
to information: (i) which is a matter of public knowledge on or becomes a matter
of public knowledge after the Effective Date of this Agreement,  other than as a
breach  of the  confidentiality  terms of this  Agreement  or as a breach of the
confidentiality  terms of any  other  agreement  between  Medical  Director  and
LightTouch or its Affiliates;  or (ii) was lawfully obtained by Medical Director
on a  nonconfidential  basis other than in the course of performance  under this
Agreement and from some entity other than  LightTouch or its  Affiliates or from
some person other than one employed or engaged by LightTouch or its  Affiliates,
which entity or person has no obligation of confidentiality to LightTouch or its
Affiliates.



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<PAGE>


                          VII. INFORMATION AND RECORDS

7.1  OWNERSHIP  OF  RECORDS.  At all  times  during  and  after the term of this
Agreement,  including any extensions or renewals hereof,  all business  records,
including but not limited to,  business  agreements,  books of account,  general
administrative  records and all information  generated under or contained in the
management information system pertaining to LightTouch's  obligations hereunder,
and other business information of any kind or nature, except for patient medical
records and  Medical  Director's  and the South  Carolina  Center's  Records (as
defined  in  Section  7.2  below),  shall be and  remain  the sole  property  of
LightTouch;  PROVIDED that after  termination of this Agreement Medical Director
and the South  Carolina  Center shall be entitled to  reasonable  access to such
records and information,  including the right to obtain copies thereof,  for any
purpose  related to patient care or the defense of any claim relating to patient
care or the business of  LightTouch or Medical  Director and the South  Carolina
Center.

     7.2 MEDICAL DIRECTOR'S  BUSINESS AND FINANCIAL RECORDS. At all times during
and after the term of this  Agreement,  the  financial,  corporate and personnel
records and information  relating  exclusively to the business and activities of
Medical  Director  and the South  Carolina  Center,  as  distinguished  from the
business  and  activity  of  LightTouch,  hereinafter  referred  to as  "Medical
Director's and the South  Carolina  Center's  Records,"  shall be and remain the
sole property of Medical Director and the South Carolina Center.

     7.3 ACCESS TO RECORDS. Each party shall be entitled,  upon request and with
reasonable  advance  notice,  to obtain access to all records of the other party
directly related to the performance of such party's obligations pursuant to this
Agreement;  provided,  however,  that such  right  shall not allow for access to
records  that  must  necessarily  be kept  confidential.  Either  party,  at its
expense,  shall  have the right to make  copies of any  records  to which it has
access pursuant to this Section.

     7.4 CONFIDENTIALITY OF RECORDS. LightTouch and Medical Director shall adopt
procedures for maintaining the  confidentiality  of the records  relating to the
operations  of  LightTouch   and  Medical   Director  which  do  not  constitute
Proprietary  Information,  which information is not otherwise available to third
parties  publicly or by law,  and shall comply with all  applicable  federal and
state statutes and regulations relating to such records. Patient medical records
and other privileged  patient  information shall not be disclosed or utilized by
LightTouch  or their  agents or  employees  except as required or  permitted  by
applicable laws and regulations.

                               VIII. MISCELLANEOUS

     8.1  INDEPENDENT  CONTRACTOR  STATUS OF PARTIES.  IN THE PERFORMANCE OF THE
WORK, DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, IT IS MUTUALLY UNDERSTOOD AND
AGREED THAT EACH PARTY IS AT ALL TIMES ACTING AND  PERFORMING AS AN  INDEPENDENT
CONTRACTOR  WITH RESPECT TO THE OTHER AND THAT NO  RELATIONSHIP



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<PAGE>

OF PARTNERSHIP JOINT VENTURE OR EMPLOYMENT IS CREATED BY THIS AGREEMENT. NEITHER
PARTY, NOR ANY OTHER PERSON PERFORMING SERVICES ON BEHALF OF SUCH PARTY PURSUANT
TO THIS  AGREEMENT,  SHALL HAVE ANY RIGHT OR CLAIM  AGAINST  THE OTHER PARTY FOR
SOCIAL SECURITY BENEFITS, WORKERS' COMPENSATIONS BENEFITS,  DISABILITY BENEFITS,
UNEMPLOYMENT  INSURANCE BENEFITS,  HEALTH BENEFITS,  VACATION PAY, SICK LEAVE OR
ANY OTHER EMPLOYEE BENEFITS OF ANY KIND.

     8.2 NO WAIVER.  The waiver by any party to this  Agreement of any breach of
any term or  condition  of this  Agreement  shall  not  constitute  a waiver  of
subsequent  breaches.  No waiver by any party of any provision of this Agreement
shall be deemed to constitute a waiver of any other provision.

     8.3  NOTICES.  If, at any time after the  execution of this  Agreement,  it
shall become necessary or convenient for one of the parties to serve any notice,
demand  or  communication  upon  the  other  party,  such  notice,   demand,  or
communication shall be in writing and shall be served personally,  by nationally
recognized  overnight  courier which provides  confirmation  of delivery,  or by
depositing the same in the United States mail,  registered or certified,  return
receipt requested, postage prepaid and,

          (a) If  intended  for  Medical  Director,  then  the  notice  shall be
addressed to:

                           29 Gamecock Avenue
                           Charleston, South Carolina  29407
                           Attn:  Harley F. Freiberger, M.D.


          (b) If intended for LightTouch, then the notice shall be addressed to:

                           LightTouch Vein & Laser, Inc.
                           10663 Montgomery Road
                           Cincinnati, Ohio  45242
                           Attn:  Greg Martini

or to such other  address as either party may have  furnished to the other party
in writing as the place for the service of notice. Any notice so mailed shall be
deemed to have been given  three (3) days after the same has been  deposited  in
the United States mail; when delivered if the same has been given personally; or
the next business day if the same has been delivered to a nationally  recognized
overnight courier service.

         8.4 ASSIGNMENT.  Neither party may sell, transfer, assign, or otherwise
convey its rights or obligations  under this Agreement without the prior written
consent  of  the  other,  which  consent  shall  not be  unreasonably  withheld;
provided,  however,  Medical  Director may assign this  Agreement and all of his
rights  and  obligations  hereunder  to a



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<PAGE>


professional  corporation  or similar  business  entity  wholly owned by Medical
Director without the prior consent of LightTouch.

     8.5  SUCCESSORS  AND ASSIGNS.  Subject to the  provisions of this Agreement
respecting  assignment,  the terms,  covenants and conditions  contained  herein
shall be binding upon and inure to the benefit of the  successors  and permitted
assigns of the parties hereto.

     8.6 SEVERABILITY. Nothing contained in this Agreement shall be construed to
require the  commission  of an act contrary to law,  and  whenever  there is any
conflict between any provision of this Agreement and any statute, law, ordinance
or regulation, the latter shall prevail. In such event, and in any case in which
any  provision of this  Agreement is determined to be in violation of a statute,
law, ordinance or regulation, the affected provision(s) shall be limited only to
the extent necessary to bring it within the requirements of the law and, insofar
as  possible  under  the  circumstances,  to  carry  out  the  purposes  of this
Agreement. The other provisions of this Agreement shall remain in full force and
effect, and the invalidity or unenforceability of any provision hereof shall not
affect  the  validity  and  enforceability  of  the  other  provisions  of  this
Agreement,  nor the availability of all remedies in law or equity to the parties
with respect to such other provisions.

     8.7 HEADINGS.  The headings used in the  Agreement are for  convenience  of
reference  only and  shall  have no  force  or  effect  in the  construction  or
interpretation of the provisions of this Agreement.

     8.8 TIME OF THE ESSENCE. Time is of the very essence of each and all of the
agreements, covenants and conditions of this Agreement.

     8.9 GOVERNING LAW. This Agreement  shall be interpreted in accordance  with
and governed by the laws of the State of South Carolina,  to the jurisdiction of
which each of the parties hereby submits.

     8.10 CONTRACT  MODIFICATIONS FOR PROSPECTIVE LEGAL EVENTS. In the event any
state or federal laws or  regulations,  now  existing or enacted or  promulgated
after  the  Effective  Date of  this  Agreement,  are  interpreted  by  judicial
decision,  a regulatory agency or legal counsel of both parties in such a manner
as to indicate that the structure of this  Agreement may be in violation of such
laws or  regulations  (a  "Structural  Issue"),  either party may terminate this
Agreement,  on not less than ninety (90) days written notice to the other party,
or negotiate and enter into an amendment of the  provisions of this Agreement in
such manner as to alleviate  such  violation.  In the event that the parties are
unable  to  agree  upon  such  amendment  within  thirty  (30)  days  after  the
determination  that such  amendment  is  necessary,  a party may elect either to
terminate  this  Agreement,  on not less than ninety (90) days written notice to
the other party.

     8.11  LANGUAGE  CONSTRUCTION.  The language in all parts of this  Agreement
shall be construed,  in all cases, according to its fair meaning, and not for or
against  either party


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<PAGE>


hereto.  The parties  acknowledge  that each party and its counsel have reviewed
and  revised  this  Agreement  and that the normal rule of  construction  to the
effect that any ambiguities are to be resolved  against the drafting party shall
not be employed in the interpretation of this Agreement.

     8.12 INDEMNIFICATION.  LightTouch shall indemnify, hold harmless and defend
Medical  Director  from and against any and all  liabilities,  losses,  damages,
claims, causes of action, and expenses (including reasonable attorneys' fees and
disbursements  (a  "Medical  Director  Loss"),  caused or  asserted to have been
caused, directly or indirectly,  by or as a result of the performance of medical
services or any other acts or  omissions  by  LightTouch,  and/or its  partners,
agents,  employees and/or  subcontractors (other than Medical Director) and as a
result of the performance of Medical  Director's  obligations  hereunder  except
with  respect  to any  Medical  Director  Loss  which is the result of any gross
negligence or willful  misconduct by Medical  Director.  Medical  Director shall
indemnify,  hold  harmless  and  defend  LightTouch,  its  officers,  directors,
shareholders,  employees,  agents and independent  contractors  (the "LightTouch
Group")  from and  against any and all  liabilities,  losses,  damages,  claims,
causes  of  action,  and  expenses  (including  reasonable  attorneys'  fees and
disbursements  (a  "LightTouch  Loss"),  caused or asserted to have been caused,
directly or indirectly, by or as a result of the performance of medical services
or any other acts or omissions by Physician Group, and/or its partners,  agents,
employees and/or  subcontractors  (other than LightTouch) during the term hereof
except  with  respect  to any  LightTouch  Loss which is the result of any gross
negligence or willful misconduct by a member of the LightTouch Group.

     8.13 ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire  agreement
between the parties with respect to the subject matter hereof and supersedes all
prior  and   contemporaneous   agreements,   understandings,   negotiations  and
discussions,  whether  written or oral,  between or among parties  regarding the
subject matter of this Agreement.

     8.14 INCORPORATION BY REFERENCE. All exhibits and other attachments to this
Agreement are incorporated by reference into this Agreement by such reference.

     8.15  AMENDMENTS  ONLY IN  WRITING.  This  Agreement  may not be amended or
modified in any respect whatsoever, except by an instrument in writing signed by
the parties hereto.

     8.16   COUNTERPARTS.   This  Agreement  may  be  executed  in  on  or  more
counterparts,  each of which shall be  considered  an original  and all of which
shall  constitute one and the same  agreement.  This Agreement  shall not become
effective until it has been executed by all of the parties hereto.

     8.17  COMMERCIAL  IMPRACTICABILITY.  No  party to this  Agreement  shall be
liable for any failure to perform its  obligations  hereunder where such failure
results from any cause beyond that party's reasonable  control,  including,  for
example,  an act of God,  labor  disturbance  such as a strike or walkout,  war,
riot,  fire,  storm,  accident,   government  regulation  or  interference,   or
mechanical, electronic or communications failure.



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     8.18  ELECTION OF  REMEDIES  The  respective  rights of the parties to this
Agreement  shall be  cumulative.  Each  party  shall  have all other  rights and
remedies  consistent  with this  Agreement  as law and  equity may  provide.  No
exercise by any party of one right or remedy  shall be deemed to be an exclusive
election of rights or remedies.

     8.19  SURVIVAL.  The  provisions  of Articles  III, IV, V, VI, VII and VIII
shall survive any termination of this Agreement.

     IN WITNESS  WHEREOF,  LightTouch  and  Medical  Director  have  caused this
Agreement to be executed by their duly authorized  respective officers as of the
Effective Date.

                                   LIGHTTOUCH VEIN & LASER, INC.

                                   By: /s/ Gregory F. Martini
                                       --------------------------
                                   Title: /s/ President
                                         ------------------------

                                   /s/ Harley F. Freiberger
                                   ------------------------------
                                   HARLEY F. FREIBERGER, M.D.



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