<PAGE> 1

          THIS AGREEMENT made as of this 17th day of November,
1995.


B E T W E E N :


          NICHOLAS PLESSAS, IN TRUST ("NP")


                             - and -


          LA-NUR INC., a company incorporated under the laws of the 
          Province of Ontario ("LA-NUR")


     WHEREAS LA-NUR has developed and owns various methods of
technical know-how relating to the manufacture and use of a facial
muscle stimulator (the "Product");

     AND WHEREAS LA-NUR is, or will be, the registered owner of the
trademark "NOVATONE", registration number 644502 (the "Mark");

     AND WHEREAS NP is desirous of obtaining from LA-NUR a licence
to use the Methods and Technical Know-how (as hereinafter defined)
and right to manufacture the Product, subject to the approvals set
forth in this Agreement, and the right to distribute the Product in
the Territory (as hereinafter defined) whether under the Mark or
not;

     NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the respective covenants contained herein, the sum of One Dollar
($1.00) paid by each party hereto to the other party hereto and
other good and valuable consideration (the receipt and sufficiency
of which is hereby acknowledged by each of the parties hereto), it
is agreed as follows:

1.   Definitions.  For the purposes of this Agreement, the
     following definitions shall apply:

     (a)  "Mark" means the registered trademark "NOVATONE",
          registration number 644502, now owned by Rivqa Resnick
          and Lazer Resnick, a partnership;

     (b)  "Methods and Technical Know-how" means all information,
          knowledge and experience of a technical and commercial
          nature, including trade secrets, specifications, methods,
          applications, criteria, qualities, requirements and all
          other information in connection with the Product and any
          other information and data relating to techniques for,
          methods of or practices in the manufacture, use and sale
          of the Product;


<PAGE> 2

     (c)  "Product" means the facial muscle stimulator manufactured
          under Methods and Technical Know-how possessed by LA-NUR;
          and

     (d)  "Territory" means the world.

2.   Methods and Technical Know-How.  Subject to the terms and
     conditions set out in this Agreement, LA-NUR covenants and
     agrees to provide NP with the Methods and Technical Know-how
     necessary to enable NP to have the Product manufactured.  With
     the exception of Samsung Electronics Co., Ltd. ("Samsung"), NP
     shall not permit the manufacture of the Product by any other
     manufacturer, without the express written consent of LA-NUR,
     such consent not to be unreasonably withheld.

3.   Grant of Licence.

     (a)  In accordance with the terms and conditions of this
          Agreement, and effective from the date hereof and during
          the term stipulated herein, LA-NUR hereby grants to NP:

          (i)  the exclusive right and licence to use the Methods
               and Technical Know-how to manufacture, package,
               market, promote, distribute, offer for sale and
               sell the Product in the Territory; and

          (ii) subject to subsection 4(a) below, the exclusive
               right and licence to use the Mark in relation to
               the Product manufactured, packaged, marketed,
               promoted, distributed, offered for sale or sold by
               NP in the Territory and, except in connection with
               Product manufactured by Samsung, conforming to the
               standards of quality of the Product prototype as
               approved by LA-NUR.

     (b)  The authority to use the Mark shall continue until this
          Agreement shall be terminated and shall extend only to
          the manufacturing, packaging, marketing, promoting,
          distributing, offering for sale and selling of the
          Product.

     (c)  NP acknowledges and agrees that all rights, title and
          interest in and to the Mark, including all intellectual
          property rights therein, are, or will be, vested in and
          shall remain vested in LA-NUR.  Nothing in this Agreement
          shall be construed as transferring ownership of any
          rights of LA-NUR in the Mark.

     (d)  For greater certainty, nothing in this Agreement shall be
          construed so as to prevent NP from manufacturing,
          packaging, marketing, promoting, distributing, offering
          for sale and selling the Product in the Territory under

<PAGE> 3

           a tradename or trademark other than the Mark.

4.   Covenants in Respect of the Mark.  

     (a)  LA-NUR agrees to forthwith obtain from Rivqa Resnick and
          Lazer Resnick, a partnership, all of such partnership's
          right, title and interest in and to the Mark in order so
          that LA-NUR can comply with subsection 3(a)(ii) above. 
          Upon the completion of such transfer, LA-NUR agrees to
          forthwith provide copies of documentation evidencing same
          to NP.

     (b)  LA-NUR agrees to maintain the good standing of the Mark
          at all times during the term of this Agreement and any
          renewal term thereof.

     (c)  NP acknowledges that LA-NUR is not, as of the date
          hereof, the registered owner of the Mark.

5.   Covenant in Respect of Minimum Purchase.  NP agrees to place
     a purchase order with the manufacturer of the Product for no
     less than 1,500 units of the Product within ninety (90) days
     from the date hereof.

6.   Term.

     (a)  The term of this Agreement shall for a period of three
          (3) years from the date hereof (the "Initial Term").

     (b)  NP shall have the right to renew this Agreement for a
          further period of three (3) years commencing from the
          expiry of the Initial Term (the "Second Term").  This
          renewal to be effective automatically upon the expiry of
          the Initial Term, unless NP provides 30 days' prior
          written notice to LA-NUR of its intention not to seek
          automatic renewal.

7.   Termination by LA-NUR.  

     (a)  LA-NUR shall have the right to terminate this Agreement
          upon the happening of any of the following events:

          i.   if NP fails to pay any amount due and payable under
               this Agreement, including the minimum annual
               payments set out in subsection 10(b) below, and
               such default shall continue for a period of 30 days
               after written notice thereof has been given to NP;
               or

          ii.  if NP breaches any material terms or conditions of
               this Agreement and such breach continues for a
               period of 30 days after written notice thereof has 

<PAGE> 4

               been given to NP; or

          iii. if NP ceases to carry on business, takes any action
               to liquidate its assets, makes a general assignment
               for the benefit of its creditors or institutes any
               proceedings under any statute relating to
               insolvency or bankruptcy.

     (b)  If this Agreement is terminated by LA-NUR as aforesaid,
          NP agrees to notify such customers of the Product of the
          termination as LA-NUR requests in writing.

8.   Termination by NP.  NP shall have the right to terminate this
     Agreement and his obligations hereunder (including the royalty
     payments set out in Section 10 below) upon 30 days' written
     notice to LA-NUR at any time on or after January 1, 1997.  In
     the event that NP terminates this Agreement pursuant to this
     Section 8, NP shall be obligated to comply with the terms of
     Section 10 with respect to any royalties owing at the time of
     such termination except for the minimum annual payment set out
     in subsection 10(b) thereof for the calendar year when such
     termination occurs.

9.   Effect of Termination.  Notwithstanding anything herein
     contained, upon the expiration, or termination of this
     Agreement for any reason whatsoever, NP shall be at liberty to
     sell its merchantable inventory during the six (6) months next
     following the date of expiration or termination of this
     Agreement under the Mark, subject to the payment by NP of the
     royalty pursuant to subsection 10(a).

10.  Royalties.

     (a)  For the Initial Term, NP shall pay to LA-NUR a royalty in
          the amount of $4.00 for each unit of the Product sold by
          or on behalf of NP in the Territory and such royalty
          shall become due and payable fourteen (14) days after
          receipt by NP of funds derived from sales of such
          Product.

     (b)  For the calendar years 1996, 1997 and 1998 only, NP shall
          pay to LA-NUR the greater of (i) the royalty amount set
          out in subsection 10(a) above or (ii) the minimum annual
          payment set out below on or before December 31 of each
          respective year:

               Calendar Year            Minimum Payment

               1996                     $100,000
               1997                     $200,000
               1998                     $200,000

<PAGE> 5

     (c)  For the Second Term, if applicable, the parties agree to
          renegotiate in good faith the royalty amount set out in
          subsection 10(a) above but in no event shall the royalty
          be greater than $4.00 for each unit of the Product sold. 
          If the parties cannot mutually agree upon a royalty
          amount at that time, the royalty shall be deemed to be
          $4.00 for each unit of Product sold.

     (d)  All payments of royalties by NP to LA-NUR shall be
          accompanied by a statement of NP showing details of funds
          derived from sales of the Product during the period to
          which the royalty payments apply.

11.  Participation in Rebates, Etc.  In the event that any volume
     discounts, rebate fees or discount bonuses (whether by way of
     cash, kind or credit) are received by NP from any manufacturer
     or supplier designated by NP, whether or not on account of
     purchases made (i) by NP for its own account or for the
     account of LA-NUR or (ii) by NP directly for its own account,
     LA-NUR shall be entitled to receive from NP one-half of such
     volume discount, rebate fee or discount bonus.

12.  Access to Certain Documents and Audits.

     (a)  LA-NUR shall have the right, upon two weeks prior written
          notice to NP, to review sales records and related
          documents of NP to verify the due and proper payment of
          the royalty referred to in Section 10 hereof.

     (b)  During the term of this Agreement and for a period of one
          (1) year thereafter, NP shall keep sufficiently detailed
          records of the Product sold by NP to permit verification
          of the reports and payments made or to be made to LA-NUR
          pursuant to subsection 10(d) hereof.

     (c)  If LA-NUR elects to have an auditor conduct an audit on
          the sales records and related documents of NP in respect
          of sales of the Product

          i.   and a deficiency of less than or equal to five per
               cent (5%) is not found from the statements
               furnished pursuant to subsection 10(d) hereof, the
               cost of such audit shall be borne by LA-NUR;

          ii.  and a deficiency of greater than five per cent (5%)
               is found from the statements furnished pursuant to
               subsection 10(d) hereof, the cost of such audit
               shall be borne by NP.

13.  Consulting.  Other than providing Methods and Technical Know-how as
     contemplated hereunder, LA-NUR agrees to cause Rivqa
     Resnick to provide consulting services in connection with the 

<PAGE> 6

     Product to NP for a fee of $50.00 per hour plus all expenses related
     thereto upon reasonable request by NP at any time and from time to time.
     This fee is to be paid by NP within fourteen (14) days of receipt of
     an invoice from LA-NUR or Rivqa Resnick for such services rendered to NP.

14.  Representations and Warranties of LA-NUR.  LA-NUR represents,
     warrants and covenants to NP, and acknowledges that NP is
     relying on such representations, warranties and covenants, the
     following:

     (a)  LA-NUR is a corporation duly incorporated and validly
          subsisting in all respects under the laws of the Province
          of Ontario.  There are no proceedings in progress,
          pending or, to the best of the knowledge of LA-NUR,
          threatened, which could result in the revocation,
          cancellation or suspension of any licenses, registrations
          or qualifications of LA-NUR;

     (b)  LA-NUR has good right, full corporate power and authority
          to enter into this Agreement and to grant the rights to
          NP in the manner contemplated herein and to perform all
          of its obligations under this Agreement.  LA-NUR and its
          board of directors have taken all necessary or desirable
          actions, steps and corporate and other proceedings to
          approve or authorize, validly and effectively, the
          entering into of, and the execution, delivery and
          performance of, this Agreement and the granting of the
          rights to NP hereunder;

     (c)  this Agreement is a legal, valid and binding obligation
          of LA-NUR enforceable against it in accordance with its
          terms subject to (i) bankruptcy, insolvency, moratorium,
          reorganization and other laws relating to or affecting
          the enforcement of creditors' rights generally and (ii)
          the fact that equitable remedies, including the remedies
          of specific performance and injunction, may only be
          granted in the discretion of a court;

     (d)  the execution, delivery and performance of this Agreement
          by LA-NUR, and the completion of the transactions
          contemplated hereby, will not constitute or result in a
          violation, breach or default under any term or provision
          of any of the articles, by-laws or other constating
          documents of LA-NUR or any material contract to which LA-NUR is a
          party;

     (e)  no person has any agreement, option, understanding or
          commitment, or any right or privilege (whether by law,
          preemptive or contractual) capable of becoming an
          agreement, option or commitment, for the purchase or
          other acquisition from LA-NUR of any of the rights 

<PAGE> 7

          granted to NP hereunder or any rights or interest therein;

     (f)  LA-NUR is not under any obligation, contractual or
          otherwise, to request or obtain the consent of any
          person, and no permits, licenses, certifications,
          authorizations or approvals of, or notifications to, any
          federal, provincial, municipal or local government or
          governmental agency, board, commission or authority are
          required to be obtained by LA-NUR in connection with the execution,
          delivery or performance by LA-NUR
          of this Agreement or the completion of any of the transactions
          contemplated hereby;

     (g)  there are no actions, suits or proceedings, judicial or
          administrative (whether or not purportedly on behalf of
          LA-NUR) pending or, to the best of the knowledge of LA-NUR, 
          threatened, by or against or affecting LA-NUR which
          relate to the rights given to NP hereunder, at law or in
          equity, or before or by any court or any federal,
          provincial, municipal or other governmental department,
          commission, board, bureau, agency or instrumentality,
          domestic or foreign;

     (h)  Rivqa Resnick and Lazer Resnick, a partnership, has good
          and valid title to the Mark, free and clear of any and
          all encumbrances; has the exclusive right to use the Mark
          and has not granted any licence or other rights to any
          other person in respect of the Mark (other than to LA-NUR); and is
           entitled to assign all of its rights and
          interest in and to the Mark; and

     (i)  To the best of the knowledge of LA-NUR, in manufacturing,
          packaging, marketing, promoting, distributing, offering
          for sale and/or selling the Product, NP will not infringe
          upon any Canadian patent, trademark or property right of
          any third person, existing as at the date hereof.

15.  Representations and Warranties of NP.  NP represents, warrants
     and covenants to LA-NUR, and acknowledges that LA-NUR is
     relying on such representations, warranties and covenants, the
     following:

     (a)  this Agreement is a legal, valid and binding obligation
          of NP, enforceable against it in accordance with its
          terms subject to (i) bankruptcy, insolvency, moratorium
          and other laws relating to or affecting the enforcement
          of creditors' rights generally and (ii) the fact that
          equitable remedies, including the remedies of specific
          performance and injunction, may only be granted in the
          discretion of a court;


<PAGE> 8


     (b)  NP shall provide to its customers and honour such
          warranties in connection with the production and sale of
          the Product as are in place from time to time;

     (c)  NP shall, at its sole cost and expense, take out and keep
          in force and effect, throughout the term of this
          Agreement and any renewal term thereof, product liability
          insurance on the Product in commercially reasonable
          amounts, fully protecting LA-NUR against loss or damage
          occurring in connection with the manufacturing and
          marketing of the Product;

     (d)  in performing its obligations hereunder, NP shall comply
          with the applicable laws of the territory in which it
          conducts its activities in connection with the Product
          and shall indemnify and save harmless LA-NUR from any
          failure to comply;

     (e)  NP agrees to indemnify and save harmless LA-NUR from and
          against all actions, causes of action, claims, suits and
          demand of whatsoever kind, in law or in equity, claimed,
          made or brought against LA-NUR arising out of or in any
          way connected with, the non-grant to Samsung of a right
          to manufacture the Product;

     (f)  NP shall use its reasonable best efforts in distributing
          and selling the Product; and

     (g)  NP agrees not to produce or distribute any other type of
          electronic muscle stimulator product designed for facial
          application during the term of this Agreement and any
          renewal term thereof.

16.  Limitation of Liability.

     (a)  Notwithstanding any other provision of this Agreement,
          LA-NUR's entire liability to NP for damages from any
          cause, other than gross negligence or fraud, shall not
          exceed the amounts actually accrued in favour of LA-NUR
          from NP pursuant to this Agreement at the time that any
          such action was commenced.

     (b)  Other than gross negligence or fraud, in no event shall
          LA-NUR be liable for special, indirect, incidental or
          consequential damages, including, without limitation,
          damages or loss to equipment, loss of profits or revenue,
          loss of goodwill, increased expenses of operation, cost
          of capital, or the claims of third parties, including,
          without limitation, product liability claims.



<PAGE> 9

17.  Assignment.  

     (a)  LA-NUR shall not assign any of its rights or obligations
          hereunder without the prior written consent of NP, such
          consent not to be unreasonably withheld.

     (b)  NP may, at any time and from time to time, assign all its
          rights and obligations under this Agreement to Mel
          Greenspoon, in Trust, who may, in turn, assign such
          rights and obligations to Windsor Acquisition Corp., a
          corporation incorporated under the laws of the Province
          of Ontario, and LA-NUR expressly accepts such assignment
          upon a written notice to that effect, provided that such
          entity or entities agree to become bound by the terms of
          this Agreement.

18.  Confidentiality.  

     (a)  The parties agree and acknowledge that all information
          relating to the Product is confidential information of
          LA-NUR and constitutes trade secrets of LA-NUR and NP
          shall keep confidential such information throughout the
          term of this Agreement and for a period of five (5) years
          thereafter.

     (b)  The parties agree and acknowledge that all other
          information provided by each concerning its own business
          shall be considered confidential information and each
          party shall keep confidential such information throughout
          the term of this Agreement and for a period of five (5)
          years thereafter.

19.  Notice.  Any notice or other communications (a "Notice")
     required or permitted to be given hereunder shall be in
     writing and shall be delivered in person, transmitted by
     facsimile or sent by registered mail, charges prepaid,
     addressed as follows:

     (a)  if to NP:

          1080 Tristar Drive
          Unit 14
          Mississauga, Ontario
          L5T 1P1

          Attention:          Mr. Nicholas Plessas
          Facsimile No:       (905) 564-3562






<PAGE> 10

     (b)  if to LA-NUR:
     
          1606 Featherstone Drive
          Ottawa, Ontario
          K1H 6P2

          Attention:          Mrs. Rivqa Resnick
          Facsimile No.:      (613) 526-3481

     or at any such other address or addresses as may be given by
     any of them to the other in writing from time to time.  Such
     Notice, if mailed, shall be deemed to have been given on the
     second business day (except Saturdays or Sundays) following
     such mailing, or if delivered personally or transmitted by
     facsimile, shall be deemed to have been given on the day of
     delivery or transmission, as the case may be, if a business
     day, or if not a business day, on the business day next
     following the day of delivery or transmission, as the case may
     be; provided that if such Notice shall have been mailed and if
     regular mail service shall be interrupted by strike or other
     irregularity before the deemed receipt of such Notice as
     aforesaid, then such Notice shall not be effective unless
     delivered or transmitted by facsimile.

20.  Status of NP.  The parties hereto acknowledge that NP is an
     independent contractor and nothing in this Agreement is
     intended to constitute LA-NUR as an agent, partner or joint
     venturer of NP.  Subject to the specific controls which are
     necessary for LA-NUR to have over the operation of the
     business of NP in performance of this Agreement as provided
     herein, NP shall conduct its business in connection with the
     Product in its own discretion.

21.  General Contract Provisions.

     (a)  The division of this Agreement into articles and sections
          is for convenience of reference only and shall not affect
          the interpretation or construction of this Agreement.

     (b)  Unless otherwise indicated herein, all dollar amounts
          referred to in this Agreement are in lawful money of the
          United States of America.

     (c)  Time shall be of the essence of this Agreement.

     (d)  No modification or amendment to this Agreement may be
          made unless agreed to by the parties hereto in writing.

     (e)  This Agreement constitutes the entire Agreement between
          the parties with respect to the subject matter hereof and
          supersedes all prior agreements, understandings,
          negotiations, commitments, conditions, representations, 

<PAGE> 11

          warranties and undertakings.

     (f)  This Agreement may be executed in several counterparts,
          each of which so executed shall be deemed to be an
          original, and such counterparts together shall constitute
          but one and the same instrument.

     (g)  This Agreement shall be binding upon and enure to the
          benefit of the parties hereto and their respective
          successors and permitted assigns.

     (h)  This Agreement shall be construed, interpreted and
          enforced in accordance with, and the respective rights
          and obligations of the parties shall be governed by, the
          laws of the Province of Ontario.

     (i)  The parties hereto agree that this Agreement may be
          transmitted by facsimile or such similar device and that
          the reproduction of signatures by facsimile or such
          similar device will be treated as binding as if originals
          and each party hereto undertakes to provide each and
          every other party hereto with a copy of this Agreement
          bearing original signatures forthwith upon demand.

     (j)  The parties agree that the U.N. Convention on Contracts
          for the International Sales of Goods (Vienna, 1980) shall
          not apply to this Agreement nor to any dispute or
                    transaction arising out of this Agreement.<PAGE>
<PAGE> 12      

          IN WITNESS WHEREOF this Agreement has been executed by
the parties as of the date first above written.



Witness:                                                          
                                          
Nicholas Plessas, In Trust



LA-NUR INC.


Per: /S/ Rivqa Resnick, President