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                                                                   EXHIBIT 10.24

             [LETTERHEAD OF INTERACTIVE MEDICAL TECHNOLOGIES LTD]

May 17, 1996

Ms. Cecilia Lascu, President
Pastels International, Incorporated.
PO Box 1180
Pacific Palisades, CA 90272-1180

     Re: 2nd & Final Revised Proposal to Acquire Pastels International,
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     Incorporated:
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Dear Cecilia:

          This 2nd & Final Revised Proposal contains all previously agreed to
     conditions and terms from prior Proposals as well as the new addition
     regarding Health Insurance contained in section Terms, Phase One, Item 5.
     This 2nd & Final Revised Proposal should be regarded as the final proposal
     superseding all previous Proposals and understandings either written or
     verbal, as such it should be regarded as a legally binding agreement
     between the parties as to the terms and conditions contained herein, and
     shall remain so until such time as it is replaced by a more formal
     agreement.

          This 2nd Final Revised Proposal should not be regarded as a formal
     agreement between the parties but rather the final Proposal containing all
     agreed to terms and conditions by which IMT proposes to acquire Pastels in
     a more formal agreement IMT encourages Pastels and Cecilia Lascu to seek
     the advice of counsel while considering this Proposal.

PROPOSAL TO ACQUIRE PASTELS

          IMT proposes to acquire Pastels in its entirety based on the proposed
     terms described below, after which Pastels would become a wholly owned
     subsidiary of IMT. The proposed acquisition shall include all Pastels
     assets and liabilities including but not limited to all research and
     development, all formulations, all formulation or manufacturing processes
     including technical know how and trade secrets, all trade marks, all
     registered trade names, logo's or other identifying or distinctive marks or
     insignias, patents or patent applications, intellectual property, all
     wholesale and retail consumer brands, all product inventory including raw
     ingredients, all product components, all shipping materials including raw
     and printed packaging and shipping containers, all sales and marketing
     materials including inventories and works in progress, all distribution
     agreements and relationships, all retail and consumer customer lists, all
     manufacturing or co-packer 
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     agreements, all good will, all receivables, all liabilities* ( hereinafter
     referred to as "the business" ), and the full time employment of Cecilia
     Lascu for the periods defined below.

CONDITIONS & CONTINGENCIES

          This Proposal has been intentionally structured in three separate
     phases with each phase containing specific contingencies and or performance
     bench marks to be satisfied or meet as well as to provide the time for a
     smooth transition and assimilation of Pastels day to day business
     operations, and to provide time to confirm the financial representations
     made by each of the parties, and finally to establish a comfortable
     business and working relationship between the parties.

     1. Phase One, which is contingent upon the approval of IMT's Board of
        Directors, IMT's due-diligence of Pastels and acceptance thereof within
        thirty days from the effective date, Pastels due-diligence of IMT and
        acceptance thereof within thirty days from the effective date, the
        mutual approval by the parties of a Pastels sales and marketing plan
        which shall be jointly developed by the parties and shall include
        product sales projections for the period covering April 15, 1996 to
        December 31, 1996 which product sales projections will based on the
        combined gross sales of SKINERGY[TM] AND AloeBare[TM] products ( the
        "Existing Pastels Products" ) achieving $300,000.00 gross sales or more
        within thirty days from beginning telemarketing of AloeBare[TM] ("the
        First Phase"), and achieving $600,000.00 gross sales or more by December
        31, 1996, and shall also include the coordinated marketing plans with
        the costs required to achieve such projected gross sales (hereinafter
        referred to as "The Approved 1996 Sales and Marketing Plan" ), and the
        execution of the formal agreement by the parties; and,
 
     2. Phase Two is contingent upon achieving the gross sales projections
        contained in First Phase of The Approved 1996 Sales and Marketing Plan;
        and,
 
     3. Phase Three is contingent upon achieving the gross sales projections
        contained in The Approved 1996 Sales and Marketing Plan.


TERMS
     PHASE ONE

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     Subject to the removal of Phase One contingencies contained above shall
     become effective upon the later of the parties signature on this Proposal
     ("the effective date") and shall provide for,

     1.  Payment to Cecilia Lascu of $50,000.00 cash upon execution of the
         formal agreement which is to be completed within 30 days of the
         effective date, which such payment shall represent partial
         consideration of the full cash purchase price of $250,000.00 for
         Pastels; and,
 
     2.  Payment to Cecilia Lascu the sum of $5,000.00 (as salary or consulting
         fees) per month for a period of four months; and,
 
     3.  Payment to Cecilia Lascu the sum equal to 5% of Pastels gross product
         sales of AloeBare and SKINNERGY; and,
 
     4.  Issue Cecilia Lascu Warrants to purchase 250,000 shares of IMT
         restricted common stock for a period of five years at the exercise
         price of fifteen cents per share which issuance shall represent partial
         consideration of the full stock purchase price of 500,000 shares of IMT
         restricted common stock at the exercise price of fifteen cents per
         share for Pastels; and,
 
     5.  Provide Cecilia Lascu with Medical Health Insurance comparable with the
         policies of other new senior management, excluding Michael Grechko.
 
PHASE TWO

     Subject to the removal of Phase Two contingencies above shall become
     effective thirty days after television marketing, and in addition to Phase
     One shall provide for,
 
     1.  Payment to Cecilia Lascu the sum of seven thousand dollars per month
         for a period of four months; and, Payment to Cecilia Lascu the sum of
         $50,000.00 cash in partial consideration of the full cash purchase
         price of $250,000.00 for Pastels; and

PHASE THREE

     Subject to the removal of Phase Three contingencies above shall become
     effective on January 1, 1997 and shall provide in addition to the
     provisions contained in Phase One and Phase Two for,

                                    Page 3
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     1.  The payment to Cecilia Lascu of the sum of $150,000.00 cash which shall
         represent the full cash payment of $250,000.00 for Pastels; and,

     2.  The Issuance of 250,000 additional Warrants to purchase 250,000 shares
         of IMT restricted common stock for a period of five years at the
         exercise price of fifteen cents per share which issuance represents the
         full stock purchase price of 500,000 shares of IMT restricted common
         stock at the exercise price of fifteen cents per share for a period of
         five years for Pastels; and,
 
     3.  Provide Cecilia Lascu with an employment agreement covering the initial
         period of three years with an option to renew for an additional three
         years. The employment compensation contemplated in the Proposal which
         is to paid by IMT will be paid from a combination of a 5% royalty of
         Pastels future gross product sales of AloeBare and SKINNERGY products,
         4% royalty of AloeBare and SKINNERGY line extensions, 3% royalty on new
         Pastels products, 2% royalty from products originating from IMT, a
         monthly base salary to be determined, Company benefits which shall be
         equal to the benefits being provided by the Company to other senior
         management, and Warrants to purchase 500,000 shares of IMT restricted
         common stock at the exercise price of fifteen cents for a period of
         five years.
 
     4.  IMT may at its sole discretion accelerate Phase Three.

Summary Compensation Table is provided as a summary only, the amounts shown here
may not be the actual, or final amounts.

                                     Summary Table
                                     -------------
<TABLE>
                       <S>                         <C>           
                       Cash within 8 Months                      
                       --------------------
               
                       Purchase Price                   $250,000 
                       Consulting Fees                  $ 48,000 
                       Royalty's (Projected)            $ 12,000 
                       Total Cash                       $310,000 
                                                                 
                       Stock within 8 Months                     
                       ---------------------

                       500,000 Shares @ .15c       Value unknown 
                                                                 
                       Employment Agreement                      
                       First Three Years                         
                       -----------------
                                                                 
                       Cash Value (Estimated)           $300,000 
                       Benefits (Estimated)             $ 50,000 
                       Future Royalty's            Value unknown 
                                                                 
</TABLE>                                   

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PROPOSED ASSUMPTION OF PASTELS LIABILITIES*

     IMT, subject to the removal of Phase One contingencies will assume the
     responsibility of making Pastels ongoing business and operations related
     payments which shall include trade and vendor payables, lines of credit,
     and company debt including loans or pledges ("the Pastel Debt"), however,
     IMT will not assume the obligation of the Pastel Debt or become guarantor
     of the Pastel Debt during Phase One. Upon payment in full by IMT to Pastels
     and the removal of the Phase Three contingencies, IMT will assume the
     Pastel Debt obligation as well as the payment. IMT will not assume any
     personal liabilities of any Pastels employees, related parties or
     affiliates.

RESPONSIBILITIES OF THE PARTIES

     Pastels and Cecilia Lascu responsibilities under Phase One, Phase Two and
     the employment agreement contemplated in Phase Three shall initially
     include but not be limited to the supervision of all aspects of the day to
     day operations of Pastels and any additional responsibilities properly
     assigned to Cecilia Lascu by IMT management in her capacity as Vice
     President of IMT personal care products division. In the agreement as
     contemplated, IMT's responsibilities shall include providing all necessary
     working capital for operations relating to the manufacture, sales and
     marketing of products covered under The Approved 1996 Sales and Marketing
     Plan.

WARRANTS AND REPRESENTATIONS BY THE PARTIES

     The parties warrant and represent that the parties individually and
     collectively have all due authority to negotiate and consummate the
     proposed  transaction, and to bind, obligate, and to make significant
     financial commitments on behalf of their respective company's.

     IMT shall provide all necessary cooperation and assistance to Pastels
     regarding its due-diligence of IMT including providing information relating
     to Management's Plan of Future Operations which is contained in IMT's 1995
     FORM 10KSB Amended 1 to be filed with the United States Securities and
     Exchange Commission on or before May 15, 1996. IMT and its management
     further encourage Pastels to seek the advice of counsel and or tax advisors
     prior to accepting this Proposal. While time is of the essence, IMT will
     agree to extend the Time for Acceptance to allow Pastels sufficient
     opportunity to consult with such legal and tax consultants, if requested.

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TIME FOR ACCEPTANCE

     This Proposal including the specific terms and conditions contained herein
     shall remain in full force and effect until 5 P.M., Pacific Standard Time,
     Friday May 17, 1996 after which this Proposal shall be deemed by IMT to be
     canceled unless extended by IMT in writing or accepted by Pastels.


                                   Signatures


Agreed and Accepted                         Agreed and Accepted
Interactive Medical Technologies, Ltd.      Pastels International, Inc.



By: /s/ Steven Weslsund                     By: /s/ Cecilia Lascu
    ----------------------------------          ---------------------------
    Steven Westlund/CEO                         Cecilia Lascu/President



Effective Date: May 17, 1996                Effective Date: May 17, 1996
                ------------                                ------------    



cc:  Peter Benz
     Gus Reininger
     Michael Grechko

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                                    ADDENDUM

                              SIGN OFF CHECK LIST

1.    Acceptance of Revised Proposal
2.    Acceptance of The Approved 1996 Sales & Marketing Plan
      2.1.  Based on Telemarketing of AloeBare
3.    Sign Off of Phase One Contingencies including but not limited to:
      3.1.  Verification of AloeBare Marketing Rights
      3.2.  Verification of AloeBare Manufacturing Rights
      3.3.  Verification of Pastels 1995 Income
4.    Sign Off of Final Purchase Agreement which shall establish or include:
      4.1.  Employment Agreement


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