LIGHTTOUCH VEIN & LASER INC
PROMISSORY NOTE DATED JUNE 8, 2000
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>PROMISSORY NOTE DATED JUNE 8, 2000
<TEXT>




                                 PROMISSORY NOTE

$1,000,000.00                                                       June 8, 2000
                               * * * * * * * * * *

1. FOR VALUE RECEIVED,  the  undersigned,  LIGHTTOUCH VEIN & LASER OF LEXINGTON,
INC., a Kentucky  corporation,  with an office at 880 Corporate Drive, Ste. 200,
Lexington  Kentucky 40503  ("Maker"),  hereby  promises and agrees to pay to the
order of DR. JOHN L. BUKER and DR. PATRICIA BUKER (collectively  "Payee") at 880
Corporate Drive, Ste. 200,  Lexington  Kentucky 40503, or the holder hereof, the
aggregate principal sum of One Million and 00/100 Dollars ($1,000,000.00),  with
interest thereon as hereinafter  provided,  in lawful money of the United States
of America in immediately available funds, as hereinafter provided.

2. The principal  amount of this  Promissory Note (herein "Note") shall not bear
interest on the unpaid  balance  unless and until the  occurrence of an Event of
Default (as defined herein), after which the outstanding principal balance shall
bear interest at the annual rate of twelve percent (12%) until paid in full.

3. The  principal  balance of this Note shall be due and payable  when the Maker
has achieved a positive Cash Flow (as defined  hereinbelow)  of $600,000 for two
(2)  twelve  (12)  month  periods  after  the date of this Note as  computed  in
accordance with the following paragraph.

4. "Cash Flow" for purposes of this Note shall mean for a particular  period all
receipts and revenues of the Maker minus all expenses of the Maker computed on a
cash basis (but  excluding  as expenses in such  computation  all  salaries  and
fringe benefits paid to Dr. John L. Buker or his PSC, Dr. Patricia Buker and Dr.
Donna Roth and all principal  payments on the PNC Debt (as defined in the Merger
Agreement   between   Maker,   LTVL,  PSC  and  CWC  dated  June  8,  2000  (the
"Agreement")).  Cash  Flow  shall  be  computed  by the  accountant  for  Maker.
Beginning  on the last day of the  twelfth  (12th)  full month after the date of
this Note and continuing on the same day of every third (3rd)  consecutive month
thereafter, the Cash Flow of the Maker for the immediately preceding twelve (12)
month period  shall be computed  until a Cash Flow of $600,000 is achieved for a
consecutive twelve (12) month period. Cash Flow shall not thereafter be computed
until another twelve (12) month period has elapsed,  at which time the Cash Flow
shall be computed  again for the twelve (12)  months then  ending.  In the event
Cash Flow of $600,000 is not achieved  during the immediately  preceding  twelve
(12) month period (which,  if achieved,  requires  payment of the Note in full),
then Cash Flow shall  thereafter be computed every third month  thereafter until
Cash Flow of $600,000  has been  achieved for a second  twelve (12)  consecutive
month period,  at which time the entire  principal  amount of this Note shall be
due and payable in full.

5. All principal  payments (but not interest  payments) made by Maker on the PNC
Debt shall be credited  against the  principal  amount due on this Note so as to
reduce the outstanding balance hereof.


<PAGE>

6.  At the  time  payment  of this  Note is due  (whether  at  maturity  or upon
acceleration)  or in the event  Maker  desires to prepay this Note in full or in
part, Payee shall have the option of converting all or any portion of the amount
due hereunder into common stock of Parent with no  restrictions  on resale other
than those imposed by federal and state  securities  laws. The maximum number of
shares of stock of Parent into which this Note may be  converted  shall be equal
to the  amount due  hereunder  divided by four (4),  multiplied  by one  hundred
twenty five  percent  (125%).  Within ten (10) days of the date  payment of this
Note becomes due, Payee shall either  exercise its  conversion  option as stated
herein by providing  written notice to Maker or else the conversion option shall
lapse.  Maker shall cause a certificate for the  appropriate  amount of Parent's
common  stock to be  issued to Payee  within  five (5) days of  exercise  of the
conversion option.

7. All payments  shall be made to the Payee's  address  above  unless  otherwise
designated by Payee in writing.

8. The principal  balance may be prepaid at any time in whole or in part without
premium or penalty.  Any and all prepayments  shall be applied to the payment of
the principal of this Note.

9.   Notwithstanding the schedule set forth above for payment of this Note, this
Note shall be and become immediately due and payable in full, without any demand
or notice  whatsoever,  upon the  occurrence of any of the  following  described
events, each of which shall constitute an Event of Default hereunder:

     a. Any failure of Maker to make any payment when due of any sum due on this
Note  (whether  upon demand at maturity  or by  acceleration)  or the failure to
perform any other obligation of Maker or Parent to Payee or either one of them.

     b. The dissolution of Maker of this Note or the Parent.

     c. The creation of any non-consensual lien (except a lien to Payee), or the
issuance of an attachment against or seizure of any of the property of Maker.

     d. An assignment  for the benefit of the creditors of, or the  commencement
of any  bankruptcy,  receivership,  insolvency,  reorganization,  or liquidation
proceedings  by or against  Maker or Parent or the  failure  of either  Maker or
Parent to pay any of its other creditors as and when such payment is due.

     e. A default,  breach or failure to perform by Maker or  Lighttouch  Vein &
Laser, Inc. (the "Parent" of Maker) under that certain Agreement of Merger dated
June 8, 2000,  among  Maker,  Parent,  Bluegrass  Dermatology  and Skin  Surgery
Center,  P.S.C. and Center for Weight Control, Inc. (the "Agreement of Merger"),
or that certain Security Agreement dated of even date herewith by Maker in favor
of Payee (the "Security Agreement"), or that certain Leasehold Mortgage dated of
even date herewith by Maker in favor of Payee (the "Leasehold Mortgage") or that
certain Medical Services Agreement

                                   Page 2 of 5


<PAGE>



dated of even  date  herewith  made by Maker  and John L.  Buker,  MD,  PSC (the
"Medical Services Agreement").  This Note, the Agreement of Merger, the Security
Agreement,  the  Leasehold  Mortgage  and the  Medical  Services  Agreement  are
referred to herein as the "Transaction Documents".

     f. For any reason  Greg  Martini no longer  serves as Chairman of Parent or
the  equivalent  position in any  company  which  becomes a successor  to Parent
either by merger or by an asset  purchase,  except in such  event  Maker  hereby
grants to Payee the right to  repurchase  from Maker all of its assets  free and
clear of all encumbrances in exchange for this Note.

10. Upon the occurrence of any Event of Default herein described,  Payee may, at
its option,  declare the entire  principal amount of this Note to be immediately
fully due and payable,  and exercise any or all remedies  provided for at law or
in equity or under the Transaction Documents, and such rights and remedies shall
be  cumulative  to the greatest  extent  permitted by law. Any unpaid  principal
shall  accrue  interest  at the rate of Twelve  percent  (12%)  per  annum  (the
"Default  Rate") from the date such  principal is due and such accrued  interest
shall be  immediately  due and payable.  The provisions for a Default Rate shall
not be deemed to extend the time for payment  hereunder or to give Maker a right
to cure any default.

11. Maker shall pay all costs and expenses  incurred by Payee (a) in  collection
or  attempted  collection  of the  sums due  hereunder;  (b) of  enforcement  or
attempted enforcement of this Note or the other Transaction Documents; or (c) in
securing or attempting  to secure or  protecting  and defending or attempting to
protect  and  defend  Payee's  interest  in any  property  securing  this  Note,
including  attorney's  fees  if  this  Note  is  referred  to  an  attorney  for
collection,  enforcement  or  otherwise,  whether or not payment of this Note is
obtained before entry of judgment.

12. No failure on the part of Payee to insist upon the strict performance of any
of the terms of this Note or to exercise  any of its rights  hereunder  shall be
deemed a waiver of any default or a waiver or relinquishment,  to any extent, of
Payee's right to assert or rely upon any such rights.

13. Maker waives diligence, presentment for payment, protest, notice of dishonor
and of  nonpayment  and  protest,  and does  hereby  consent  to any  number  of
forbearances,  renewals or extensions  of time of payment  hereof or releases or
substitutions  of all or any part of any  security  for  payment  hereof.  Maker
further waives all exemptions to which it may now or hereafter be entitled under
the  laws of  this or any  other  state  or of the  United  States;  waives  any
requirement  of marshaling of assets and all other legal or equitable  doctrines
which might  otherwise  require the Payee to proceed  against any persons or any
collateral  or any other  property  or with  respect to any other  rights in any
particular  order and agrees that the Payee may elect not to proceed against any
collateral  securing  this Note and may instead seek to enforce and collect this
Note through  whatever  means may  otherwise be available at law or equity;  and
waives all suretyship defenses including, but not

                                   Page 3 of 5


<PAGE>



limited to, all defenses based upon  impairment of collateral and all suretyship
defenses  described in Section 3-605 of the Uniform  Commercial Code, as revised
in 1990 (the  "UCC"),  with such  waiver made to the full  extent  permitted  by
Section 3-605 (i) of the UCC.

14. Any notice  provided  for in this Note shall be given by mailing such notice
by certified mail, return receipt requested,  addressed to the party entitled to
such notice at the address  identified in the first paragraph hereof, or to such
other  address as either party hereto may  designate in writing by notice to the
other party.

15. Maker agrees that there are no  conditions  or  understandings  that are not
expressed in this Note and the Transaction  Documents  referred to herein.  This
Note cannot be  modified,  altered or amended  except by an agreement in writing
duly signed and acknowledged by authorized representatives of Maker and Payee.

16. If any one or more of the provisions of this Note, or the  applicability  of
any  such  provision  to  a  specific  situation,   shall  be  held  invalid  or
unenforceable,  such provision shall be modified to the minimum extent necessary
to make it or its  application  valid  and  enforceable,  and the  validity  and
enforceability  of all other provisions of this Note and all other  applications
of any  such  provision  shall  not be  affected  thereby.  In  the  event  such
provision(s)  cannot be modified to make it or them enforceable,  the invalidity
or  unenforceability  of any such  provision(s)  of this  Note  shall be  deemed
severable  and shall not  impair the  validity  or  enforceability  of any other
provision of this Note.

17. The  provisions  of this Note shall be binding upon and inure to the benefit
of Maker and Payee and their respective heirs, legal representatives, successors
and assigns.

18. This Note shall be interpreted and construed in accordance with and governed
by the laws of the State of Kentucky, without reference to its conflicts of laws
principles.

19. Time shall be of the essence.

20. Maker hereby voluntarily,  expressly and intentionally waives any right that
it may have to a trial by jury in  respect  of any  litigation  arising  from or
connected with this Note or the transactions contemplated hereby.

21.  Maker  agrees  that the sole  proper  venue  for the  determination  of any
litigation  relating to this Note on any basis shall be in a court of  competent
jurisdiction  which is located in Fayette  County,  Kentucky,  and Maker  hereby
expressly  declares  that any other venue shall be improper and Maker  expressly
waives any right to a  determination  of any such litigation in any other venue.
Maker  further  agrees  that  service of process by any  judicial  officer or by
registered or certified U.S. mail shall  establish  personal  jurisdiction  over
Maker  and  Maker  waives  any  rights  under the laws of any state to object to
jurisdiction  within  the  Commonwealth  of  Kentucky.   Maker  submits  to  the
jurisdiction  of  said  courts.   The  aforesaid  means  of  obtaining  personal
jurisdiction and perfecting service of process are not intended to be exclusive,
but are cumulative and in addition to all other means of

                                   Page 4 of 5


<PAGE>

obtaining  personal  jurisdiction  and  perfecting  service  of  process  now or
hereafter provided by the laws of the Commonwealth of Kentucky.

     IN WITNESS  WHEREOF,  this Note has been  executed and  delivered as of the
date first set forth above.

                                       LIGHTTOUCH VEIN & LASER OF
                                       LEXINGTON, INC.

                                       By:_________________________________
                                       Name: ______________________________
                                       Title:______________________________




                                   Page 5 of 5


<PAGE>
</TEXT>
</DOCUMENT>
