PLASTIC SURGERY CO, S-1/A, 1999-06-25

PLASTIC SURGERY CO
S-1/A, 1999-06-25
MANAGEMENT SERVICES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1999

REGISTRATION NO. 333-78565
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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PRE-EFFECTIVE

AMENDMENT NO. 2

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE PLASTIC SURGERY COMPANY

(Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S> <C> <C>
GEORGIA 8741 58-2317410
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)
</TABLE>

104 WEST ANAPAMU STREET, SUITE G
SANTA BARBARA, CALIFORNIA 93101
TELEPHONE: (805) 963-0400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

DENNIS E. CONDON
CHIEF EXECUTIVE OFFICER
104 WEST ANAPAMU STREET, SUITE G
SANTA BARBARA, CALIFORNIA 93101
TELEPHONE: (805) 963-0400

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

COPIES TO:

<TABLE>
<S> <C>
PAUL A. QUIROS, ESQ. JAMES WALKER IV, ESQ.
LYNN S. SCOTT, ESQ. TERRESA R. TARPLEY, ESQ.
KING & SPALDING NELSON MULLINS RILEY &
191 PEACHTREE STREET SCARBOROUGH, L.L.P.
ATLANTA, GEORGIA 30303 999 PEACHTREE STREET, SUITE 1400
TELEPHONE: (404) 572-4600 ATLANTA, GEORGIA 30309
TELEPHONE: (404) 817-6000
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of the Registration Statement.
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If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

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If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

- ---------------

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED JUNE 25, 1999

2,400,000 SHARES OF COMMON STOCK

THE PLASTIC SURGERY COMPANY

The Plastic Surgery Company is offering 2,400,000 shares of common stock in
an initial public offering. We anticipate that the public offering price will be
between $10.00 and $12.00 per share.

We intend to apply for approval for quotation on the Nasdaq National Market
under the symbol "NUYU" for the shares we are offering.

SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR RISKS THAT YOU SHOULD CONSIDER
BEFORE INVESTING IN SHARES OF OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PER SHARE TOTAL
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<S> <C> <C>
Public offering price....................................... $ $
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Underwriting discounts and commissions...................... $ $
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Proceeds to The Plastic Surgery Company..................... $ $
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</TABLE>

We and certain selling shareholders have granted the underwriters an option
for 45 days to purchase up to an additional 360,000 shares at the same price
indicated above solely to cover overallotments.

(Cruttenden Roth Logo)

The date of this prospectus is , 1999.

<PAGE> 3

[GRAPHICS TO BE DETERMINED]
<PAGE> 4

YOU MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN
THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR THE SALE OF COMMON
STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE
DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION
OF AN OFFER TO BUY THESE SHARES OF COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH
THE OFFER OR SOLICITATION IS UNLAWFUL.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Prospectus Summary.......................................... 3
Risk Factors................................................ 7
Forward-Looking Statements.................................. 16
Use of Proceeds............................................. 17
Dividend Policy............................................. 17
Dilution.................................................... 18
Capitalization.............................................. 19
Selected Financial Data..................................... 20
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 20
Business.................................................... 26
Management.................................................. 35
Principal and Selling Shareholders.......................... 41
Certain Transactions........................................ 42
Description of Capital Stock................................ 44
Shares Eligible for Future Sale............................. 46
Underwriting................................................ 48
Legal Matters............................................... 49
Experts..................................................... 50
Additional Information...................................... 50
Index to Financial Statements............................... F-1
</TABLE>

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
Because this is only a summary, it does not contain all of the information that
may be important to you. You should read the entire prospectus carefully, and
you should consider the information set forth under "Risk Factors" and in our
financial statements and notes, before deciding to invest in shares of our
common stock.

THE PLASTIC SURGERY COMPANY

At the closing of this offering, we will provide business development
services and Internet solutions to our alliance of 41 Board certified or Board
eligible plastic surgeons located in 23 metropolitan markets throughout the
United States. Our consumer website, IdealMe.com, allows consumers to research
available procedures, submit inquiries regarding cosmetic surgery procedures,
view possible cosmetic changes through online imaging technology, obtain
financing for procedures and be directed to Board certified cosmetic surgeons.
We provide our web-based services free of charge to consumers, except for a fee
for online imaging. Our surgeon website, ThePlasticSurgeryCo.com, will provide
allied surgeons online access to our national buying program and facilitate
"best practices" study groups among our allied surgeons. Our business
development services include the implementation of strategic business plans,
practice-specific consumer awareness programs, patient financing plans, patient
education strategies and materials and related services and products. We have
not conducted any significant operations or earned any revenue to date, and we
believe that we will generate substantially all of our future revenues from
service fees earned under our business service agreements with allied surgeons.

OUR MARKET

The market for plastic surgery, which includes both cosmetic and
reconstructive procedures, exceeds $15 billion per year according to Form and
Figure magazine. We estimate that cosmetic surgery procedures represent
approximately $10 billion of industry revenues and remain 100% private pay
without the expense containment pressures associated with third party
reimbursement. The market for cosmetic surgery procedures has grown rapidly over
the last several years. From 1992 to 1998, facelifts, liposuction and breast
augmentations have increased approximately 75%, 260% and 300%, respectively and
approximately 2.8 million cosmetic surgery procedures were performed in 1998,
according to a survey by the American Society of Aesthetic Plastic Surgery.
During this period, the Internet has emerged as a global communications medium,
enabling millions of people worldwide to communicate, share information and
conduct business electronically. According to International Data Corporation,
the number of Internet users worldwide will grow from an estimated 97 million in
1998 to an estimated 319 million by 2002. We believe that cosmetic surgeons can
use the Internet to improve the quality of patient education and increase the
efficiency of their practices.

OUR SOLUTION

Our business development services and Internet solutions are designed to
increase the number of procedures performed by our allied surgeons, improve the
quality of patient education and increase practice efficiency. We have a
consumer website and are developing a surgeon website to facilitate the exchange
of information between surgeons and prospective or existing patients and the
exchange of information among surgeons, via the Internet. Content on our
consumer website, IdealMe.com, is a combination of informational and interactive
pages that provides consumers with information about procedures, outcomes and
surgeon qualifications. IdealMe.com allows us to influence purchase decisions at
the consumer level and leverage the clinical expertise and reputation of our
allied surgeons. Our surgeon website, ThePlasticSurgeryCo.com, will provide our
allied surgeons online access to our national buying programs and will
facilitate "best practices" study groups among our allied surgeons, while
highlighting the benefits of becoming affiliated with us.

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We believe our solution provides the following benefits to our consumers
and surgeons:

BENEFITS TO CONSUMERS

- Informs consumers about cosmetic surgery procedures and related topics;

- Allows consumers to view possible cosmetic changes through online imaging
technology;

- Provides online financing plan application and approval;

- Links consumers with both allied surgeons and subscribing surgeons through
our online directory; and

- Offers our online magazines, health and beauty products and related
magazines and books.

BENEFITS TO SURGEONS

- Offers access to our national buying program;

- Facilitates "best practices" knowledge sharing and provide an online forum
for allied surgeons;

- Describes our business to potential allied surgeons and highlight career
opportunities with allied practices;

- Profiles each practice and its surgeons for inclusion on our websites;

- Institutes patient financing plans;

- Implements practice-specific consumer awareness programs; and

- Designates and trains patient coordinators and develop patient education
programs and materials.

OUR STRATEGY

Our goal is to use our business development services and our consumer and
surgeon websites to affiliate with a large number of plastic surgeons and
improve their practices. To achieve this goal, we intend to provide high quality
business development services to our allied surgeons, increase consumer and
surgeon awareness of our websites, analyze each practice's operations and
develop a strategic plan for the practice, attract consumer inquiries regarding
cosmetic surgery information and services and continue to improve and enhance
our services.

OUR HISTORY

With and as a condition to the closing of this offering, 33 separate
plastic surgery practices will transfer to us certain operating assets in
exchange for cash, notes and shares of our common stock, and they will enter
into long-term business services agreements with us. These founding practices
include 41 plastic surgeons operating 43 offices in 23 metropolitan markets.

Our executive offices are located at 104 West Anapamu Street, Suite G,
Santa Barbara, California 93101, and our telephone number at that address is
(805) 963-0400. Effective May 13, 1999, we changed our name from Better Image,
Inc. to The Plastic Surgery Company. Our Internet addresses are www.IdealMe.com
and www.ThePlasticSurgeryCo.com. While we believe information contained on our
websites is material to our allied surgeons and potential consumers of cosmetic
surgery procedures, such information is not necessarily material to potential
purchasers of our common stock. Thus, information contained on our websites is
not part of this prospectus, and investors should only rely on information
contained in this prospectus in making an investment decision.

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THE OFFERING

Shares offered by us........................ 2,400,000 shares(1)

Total shares outstanding after the
offering.................................... 6,252,025 shares(1)(2)

Use of proceeds............................. Funding the cash portion of the
consideration to be paid to the founding practices; paying accrued salaries and
consulting fees of our employees
and consultants; repaying
indebtedness of the founding
practices; and funding website
development and maintenance,
future allied practice
acquisitions, development of
satellite offices and for
general corporate purposes.

Proposed Nasdaq National Market symbol...... NUYU
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(1) Does not include up to shares that the underwriters may purchase if
they exercise their overallotment option in full.

(2) Excludes: (a) 1,656,604 shares issuable upon exercise of stock options and
warrants outstanding as of June 24, 1999, at a weighted average exercise
price of $2.76 per share; (b) 1,026,500 shares issuable upon exercise of
stock options and warrants that will be issued upon closing of this offering
with an exercise price equal to the initial public offering price; and
(c)108,000 shares of common stock issuable upon exercise of stock purchase
warrants to be issued to Cruttenden Roth Incorporated, the representative of
the underwriters, upon completion of the offering at an exercise price equal
to 120% of the initial public offering price. See "Capitalization,"
"Management-Stock Plans," "Underwriting" and notes 7 and 8 to our financial
statements.

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Unless otherwise indicated, all information in this prospectus assumes (1)
no exercise of the overallotment option granted to the underwriters, (2) an
initial public offering price of $11.00 per share, and (3) a 0.56-for-1 reverse
stock split of the common stock.

The term "allied practice" includes (a) the founding plastic surgery
practices that will, upon the closing of this offering, transfer to us certain
of their operating assets and enter into long-term business services agreements
with us and (b) practices that may enter into similar agreements with us in the
future. Allied practices also include plastic surgery practices that may enter
into management services agreements with us but do not transfer their operating
assets to us. The term "allied surgeon" includes each plastic surgeon who has
entered into an employment agreement with an allied practice. Unless otherwise
indicated, references in this prospectus to "business services agreements"
include consulting agreements that we have entered into with practices in
certain states in lieu of business services agreements due to the regulations in
those states.

Unless otherwise indicated, we derived the industry information referenced
in this prospectus from the Plastic Surgery Information Service and from the
National Clearinghouse of Plastic Surgery Statistics, both sponsored by the
American Society of Plastic and Reconstructive Surgeons. Approximately 97% of
all plastic surgeons certified by the American Board of Plastic Surgery are
members of this society.

RISK FACTORS

Investment in our common stock involves a high degree of risk and could
result in a loss of your entire investment. See "Risk Factors" for a discussion
of various risks associated with an investment in our common stock.

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SUMMARY FINANCIAL DATA

The following financial information for the period from April 30, 1997
(inception) to December 31, 1997 and for the year ended December 31, 1998 is
derived from our audited financial statements. The following financial
information for the three months ended March 31, 1998 and 1999 and at March 31,
1999 is derived from our unaudited financial statements. We have had no
significant operations to date and will not conduct significant operations until
this offering is completed.

<TABLE>
<CAPTION>
PERIOD FROM
APRIL 30, 1997 THREE MONTHS ENDED MARCH 31,
(INCEPTION) TO YEAR ENDED -------------------------------------
DECEMBER 31, 1997 DECEMBER 31, 1998 1998 1999
----------------- ----------------- ----------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue...................... $ -- $ -- $ -- $ --
------- ------- ------- ------
Total expenses............... 1,888 3,211 375 442
Other income................. 8 8 1 4
------- ------- ------- ------
Net loss..................... $(1,880) $(3,203) $ (374) $ (438)
======= ======= ======= ======
Basic and diluted net loss
per share................. $ (2.27) $ (3.29) $ (0.41) $(0.41)
======= ======= ======= ======
Shares used in computing
basic and diluted net loss
per share................. 827 972 923 1,079
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1999
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PRO FORMA
ACTUAL PRO FORMA(1) AS ADJUSTED(2)
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(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................ $ 304 $ 608 $ 7,052
Working capital (deficit)................................ (1,550) (15,086) 7,352
Total assets............................................. 341 23,573 30,017
Total long-term liabilities.............................. -- 4,750 4,750
Total shareholders' (deficit) equity..................... (1,512) 2,717 25,155
</TABLE>

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(1) The pro forma balance sheet data gives effect to the following as if each
had occurred on March 31, 1999: (a) our acquisitions of 33 founding
practices; (b) our issuance of 344,263 shares of common stock and cash of
approximately $400,000 and the recording of intangible assets for the
acquisition of the right to negotiate business development agreements with
plastic surgery practices originally contacted by ISIS Cosmetic Surgery
Partners, Inc.; and (c) our issuance of warrants to purchase 1,550,204
shares of common stock in May 1999 for proceeds of approximately $695,000.

(2) Gives effect to the sale by us of 2,400,000 shares of common stock offered
hereby at an assumed initial public offering price of $11.00, after
deducting estimated underwriting discounts and commissions and estimated
offering expenses. See "Use of Proceeds."

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RISK FACTORS

You should carefully consider the following risk factors, in addition to
the other information set forth in this prospectus, before purchasing shares of
our common stock. Each of these risk factors could adversely affect our
business, operating results and financial condition, as well as adversely affect
the value of an investment in our common stock.

BECAUSE WE HAVE NO COMBINED OPERATING HISTORY WITH THE FOUNDING PRACTICES, THERE
IS NO HISTORICAL INFORMATION UPON WHICH YOU CAN EVALUATE OUR COMBINED BUSINESS

We have not conducted any operations or generated any revenues to date.
Each of the founding practices has been operating as a separate, independent
entity. The combined historical financial results of the founding practices
cover periods when each practice operated separately and may not be indicative
of our future financial or operating results.

OUR REVENUE DEPENDS ON THE EFFORTS OF OUR ALLIED SURGEONS

We derive substantially all of our revenues from fees we receive for
services we provide to allied practices under our long-term business services
agreements. Our fees under these agreements increase if the revenues of our
allied practices increase, and decrease if the revenues of our allied practices
decrease. However, the success of the allied practices essentially depends upon
the efforts of our allied surgeons, and we do not employ the allied surgeons or
control or own their practices. Our business services agreements have 20 or 25
year terms, subject to earlier termination if one party materially defaults in
its performance or upon a change of control. Termination of these agreements or
failure by the allied surgeons to maintain their practices or their medical
licenses could reduce our revenues and negatively affect our financial results.
Furthermore, allied surgeons execute employment agreements with allied
practices. These agreements generally have five year terms. We cannot guarantee
that allied surgeons will complete the five year term or renew their employment
at the end of the term. If allied surgeons do not complete their employment
terms or do not renew their contracts, our business, financial condition and
results of operations could be materially adversely affected.

AGREEMENTS BETWEEN THE ALLIED SURGEONS AND THEIR ALLIED PRACTICES MAY NOT BE
ENFORCEABLE

We and each allied practice enter into an acquisition or merger agreement
that allows us to acquire certain operating assets of the allied practice. We
and each allied practice also enter into a long-term business services agreement
that requires us to provide certain business services and requires the practice
to pay us certain fees for those services. The value of the business services
agreements depends in part on the ability of each allied practice to maintain
its business. The allied practice enters into employment agreements with its
allied surgeons, who are owners of the allied practice, that contain non-compete
and other provisions. We are not a party to these employment agreements. The
laws of each state differ concerning the enforceability of covenants not to
compete, but generally states will enforce a covenant to the extent necessary to
protect a legitimate business interest if the covenant does not unreasonably
restrain the allied surgeon or conflict with public interest. The state courts
examine all of the facts and circumstances at the time a party seeks to enforce
a non-compete covenant. Although we have attempted to structure the employment
agreements to allow enforcement, we are not able to predict with certainty
whether or not a court will enforce a covenant in any given situation based on
the facts and circumstances at the time. Since we do not directly employ the
allied surgeons, a court may not allow us to protect our business interest in
preventing an allied surgeon from competing with us. If a former allied surgeon
competes with his former allied practice and the courts refuse to enforce the
non-compete covenant, our allied practices would be subject to increased
competition, which could materially and adversely affect our business, financial
condition and results of operations. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- The Founding
Practices -- Business Services Agreements."

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WE FACE RISKS ASSOCIATED WITH THE LAUNCHING OF OUR WEBSITES

Early stage companies such as ours, frequently encounter risks and
difficulties in new and rapidly evolving markets, including the Internet market.
Some of the risks and uncertainties that we face relate to our ability to
design, develop and implement effective marketing and advertising programs for
our websites, build our technical infrastructure to manage our growth
effectively, respond effectively to actions taken by our competitors, attract
consumers to our websites, increase awareness of our brand name, develop visitor
loyalty and integrate technologies and services. Our Internet solutions are a
key part of our strategy, and difficulties with our websites could negatively
affect our business and prospects.

DIFFICULTIES IN IMPLEMENTING OUR EXPANSION STRATEGIES MAY ADVERSELY AFFECT OUR
BUSINESS AND PROSPECTS

We intend to acquire the operating assets of additional practices in the
future. Our ability to grow through acquisitions will depend upon:

- the availability of suitable candidates at acceptable acquisition prices;

- the market value of our common stock;

- the availability of capital to complete acquisitions;

- governmental regulation; and

- integration of the allied practices.

In pursuing acquisitions of allied practices, we may compete with other
companies with similar growth strategies. Some of these companies may be larger
and have greater financial and other resources than we have. Competition for
these targets likely would result in increased prices of, and a diminished pool
of, possible targets. If we are not able to consummate future allied practice
acquisitions or are required to pay higher prices, we may not be able to expand
our network of allied surgeons.

Future acquisitions could also have a significant impact on our financial
condition and capital needs and create fluctuations in our quarterly and annual
operating results. We assume certain liabilities in connection with acquisitions
that could have a material adverse effect on our revenues and financial results.
Although we are indemnified by the allied practices for assumed liabilities, any
payments of indemnification amounts could reduce practice revenues available to
pay operating expenses. Future acquisitions may require us to issue additional
stock and incur additional debt. In addition, some acquisitions completed before
the closing of this offering and all acquisitions completed after the closing of
this offering will require us to amortize the costs of goodwill and intangible
assets, which could have a material adverse effect on our financial results. If
our stock does not maintain a sufficient market value or additional physician
practices do not accept stock for part of the acquisition price, we may be
required to use our cash resources more rapidly than intended. We do not
currently have a line of credit or other financing to fund acquisition costs,
and we anticipate that we will need further acquisition financing in the form of
debt or equity. We cannot guarantee that we will be able to obtain additional
financing on favorable terms or at all. If we fail to obtain additional
financing we may not be able to effectively implement our expansion strategy.

IF OUR AGREEMENTS REQUIRE US TO LOAN FUNDS TO ALLIED PRACTICES AT A TIME WHEN WE
DO NOT HAVE FUNDS AVAILABLE, WE MAY DEFAULT IN OUR OBLIGATIONS TO THE ALLIED
PRACTICES

Under our business services agreements, if a practice does not have funds
to pay its operating expenses, we must pay these expenses. The amount that we
may have to pay is unlimited. Therefore, we may become obligated to pay
operating expenses, but we may not have sufficient funds available to pay these
expenses. In such an event, we would be in breach of our business services
agreement with the allied practice, which would give the allied practice the
right to terminate their business services agreement with us.

If a practice does not have sufficient funds on hand to pay its operating
expenses and we pay these operating expenses on its behalf, we will record the
amount of these operating expenses as a receivable, which will bear interest.
The allied practice will be required to repay this receivable to us out of its
future resources.

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However, there is no guarantee that a practice will generate sufficient revenue
to repay all or a part of any such receivable.

COMPETITION COULD REDUCE OUR REVENUES

Our competitors include national and regional providers of management
services that may already provide services to plastic surgeons or may decide to
do so in the future. Some of these competitors may have greater financial,
development, marketing and sales resources than we have. Competition may affect
our ability to attract additional practices and the ability of the allied
practices to compete in their local markets. Allied practices also compete in
local markets with surgeons who perform the procedures traditionally performed
by plastic surgeons for lower prices. Reductions in the numbers of procedures
performed or in the prices for procedures could materially and adversely affect
our revenues and financial results.

There are many companies that provide Internet and non-Internet based
information, marketing and advertising services to the healthcare industry.
These Internet healthcare companies will compete with us for consumer traffic.
We expect competition to increase because there are no substantial barriers to
entry into the market for Internet services. Increased competition could result
in reductions in the fees we receive for subscription services, reduced visitor
traffic to our websites and an inability to obtain content and links to other
sites. Any of these occurrences could materially and adversely affect our
business, financial condition and results of operations. Our principal
competitors in the Internet information area include websites that deliver
consumer healthcare information, either as their sole focus or as part of a more
broadly based site, such as Health Oasis, Intelihealth, iVillage, Onhealth,
Thrive Online, Mediconsult and WebMD, website development firms and general
purpose consumer online service providers. Our ability to compete with our
Internet website services depends on a number of factors, including quality of
content, ease of use, timing and market acceptance of new and enhanced services
and other factors outside our control.

IF WE DO NOT CONTINUALLY ENHANCE AND DEVELOP THE CONTENT AND SERVICES PROVIDED
THROUGH OUR WEBSITES, WE MAY NOT BE ABLE TO ATTRACT CONSUMERS AND SURGEONS AND
INCREASE OUR REVENUES

To remain competitive, we must continue to enhance and improve our
websites' content and services. We will produce only a portion of the editorial
content available on our websites. We rely on third parties for most of our
content. There can be no assurance that acceptable content will be available to
us on favorable terms or at all. Other websites may present the same or similar
content in a superior manner to our websites, which may adversely affect the
number of consumers and surgeons who visit our websites. In addition, we must
continually develop and improve the responsiveness, functionality and features
of our websites and create other products and services that will require the
development or licensing of increasingly complex technologies. We may not
succeed in developing, obtaining or introducing content, features, functions,
products and services that will attract consumers and surgeons.

FAILURE TO INTEGRATE OUR ALLIED PRACTICES COULD STRAIN OUR MANAGERIAL,
OPERATIONAL AND FINANCIAL RESOURCES AND ADVERSELY AFFECT OUR BUSINESS

We will acquire 33 founding practices, upon the closing of this Offering,
and we anticipate acquiring additional allied practices in the future. We must
effectively integrate these allied practices to be successful. This process is
time consuming, and we cannot guarantee that there will not be substantial
unanticipated costs or problems. Acquisitions require us to attract and retain
competent and experienced management personnel and require the integration of
accounting systems, management information systems and other operating systems.
Upon our acquisition of the founding practices, the founding practices will not
be fully integrated into our accounting and management information systems, and
we cannot guarantee that we will be able to successfully complete this
integration in the near future. There can also be no assurance that we will be
able to attract suitable management or other personnel or effectively expand our
operating systems. During the first few months after an acquisition, our
expenses related to an acquisition may exceed the revenue we realize from the
acquisition and may have a negative effect on our short-term operating results.
Our financial results in fiscal quarters immediately following a material
acquisition or series of acquisitions, including the acquisitions of the
founding practices, may decline while we attempt to integrate the acquisition or

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acquisitions. As we pursue our expansion strategy, we may not be able to
continue to successfully integrate acquisitions, and any failure or inability to
do so may cause our revenues to decline. The success of our expansion strategy
will depend on our ability to effectively manage an increasing number of new
acquisitions while continuing to manage our existing business.

WE MAY BE SUBJECT TO MALPRACTICE LIABILITY BECAUSE OUR ALLIED SURGEONS HAVE
LIABILITY FOR PERFORMING PROCEDURES

Each allied surgeon may be exposed to professional liability and other
claims by providing plastic surgery procedures to the public. Each allied
practice is required to maintain general liability and malpractice insurance. As
a result of providing our business development services, we may be named as a
co-defendant in lawsuits against our allied surgeons. Because we do not practice
medicine, we cannot purchase medical malpractice insurance. We do not control
the practice of plastic surgery or the compliance of the allied surgeons and/or
allied practices with regulations or other requirements relating to the practice
of medicine. Successful claims could result in large damage awards that could
exceed insurance limits. The allied practices indemnify us for liability arising
from malpractice claims but the practices may not have funds available to
indemnify us. Successful claims may reduce our earnings and have a material and
adverse effect on our business, financial condition and results of operation. We
maintain insurance coverage for our directors and officers and general liability
insurance. We believe we have adequate coverage, but large damage awards may
exceed our coverage, require us to pay the expenses of our officers and
directors and reduce our earnings. Also, adequate coverage may not always be
available at acceptable costs and on favorable terms.

GOVERNMENT REGULATION MAY DETRIMENTALLY AFFECT US

The medical industry and plastic surgery practices are regulated
extensively at the state and federal levels. We will not control the practice of
plastic surgery by our allied surgeons. However, review of our business
relationships by regulatory authorities or the courts or changes in the
regulatory environment may result in determinations that could adversely affect
the amount of service fees we receive from our allied practices and negatively
affect our earnings. Certain states prohibit non-medical entities from
practicing medicine, owning all or certain assets of a medical practice,
employing physicians or controlling the content of a physician's advertisements.
Certain states also prohibit physicians from paying any portion of fees received
for medical services in consideration for the referral of a patient or from
paying a percentage of revenue to nonphysicians. In addition, many states impose
limits on the procedures that may be delegated by a plastic surgeon to other
staff members. These laws and their interpretations vary from state to state and
are enforced by regulatory authorities with broad discretion. The legality of
our business services agreements may be successfully challenged and
enforceability of their provisions could be limited and prevent us from
receiving service fees. The laws and regulations of states in which we may seek
to expand may require changes in the form of relationships we enter into with
plastic surgeons. These types of changes could restrict our operations in those
states or prevent us from affiliating with plastic surgery practices in those
states. In addition, the laws and regulations of states in which allied
practices presently operate may change or be interpreted in the future to either
restrict or adversely affect our agreements with allied practices in those
states. Currently, the majority of our business services agreements with
founding practices provide for service fees based on 15% of net cash
collections. If changes in these laws require us to revise these agreements and
use consulting agreements with our fees based on a fixed dollar amount with a
fixed percentage increase, our revenues could be materially and adversely
affected.

The United States Congress has considered various healthcare reform
proposals, including comprehensive revisions to the current healthcare system.
It is uncertain what legislative proposals will be adopted in the future or what
actions federal or state legislatures or third-party payors may take in
anticipation of or in response to any healthcare reform proposals or
legislation. Changes in the healthcare industry, such as the growth of managed
care organizations or provider networks, may result in lower payment levels for
the services of the allied surgeons and lower revenues for us.

Generally, fees received from private pay patients are higher than those
from third party payors that have cost containment requirements. Although
approximately 80% of the founding practices' current revenues

10
<PAGE> 13

come from private pay patients, a decrease in the number of private pay patients
could occur due to federal or state legislative initiatives. Currently most
procedures reimbursed under Medicare, Medicaid or other third-party payment
programs (including commercial insurers, managed care organizations, health
maintenance organizations or preferred provider organizations) for plastic
surgery services are related to reconstructive procedures. The costs of most
cosmetic surgery procedures, which currently represent approximately 75% of the
procedures performed by the founding allied surgeons, are not reimbursed by
governmental or private payors and are not subject to cost containment
requirements. Comprehensive healthcare reform that includes reimbursement for
the costs of cosmetic surgery procedures could affect the payment for and
availability of services, including discounted reimbursement rates or more
procedures falling under third-party coverage. These changes could lower the
revenues of the allied practices and have a material and adverse impact on our
business, financial condition and results of operations.

Many states prohibit physicians from using advertising that includes any
name other than the physician's, or from advertising in any manner likely to
lead a person to believe that a non-physician is engaged in the delivery of
medical services. Our business services agreements require all advertising to
conform to these requirements. We have endeavored to structure our websites to
avoid violation of any state licensing requirements, but a state regulatory
authority may allege that some portion of our Internet business violates these
statutes. Any such allegation could result in a material adverse effect on our
business, results of operation and financial condition.

IF ANTITRUST AND MEDICARE/MEDICAID ANTI-KICKBACK LAWS ARE DETERMINED TO APPLY TO
US, WE COULD BE SUBJECT TO FINES AND OTHER PENALTIES AND OUR ALLIED PRACTICES
COULD BE EXCLUDED FROM PARTICIPATION IN FEDERAL HEALTHCARE PROGRAMS

Federal and state antitrust laws are designed to eliminate practices that
interfere with free competition. In particular, these laws prohibit:

- mergers, joint ventures, consolidations, and the acquisition of stock or
assets where the effect may be to substantially lessen competition or
tend to create a monopoly;

- contracts, combinations, and conspiracies that unreasonably restrain
trade;

- monopolization, attempts to monopolize and conspiracies to monopolize;
and

- unfair methods of competition and unfair or deceptive acts or practices,
referrals and kickbacks.

We may be subject to private or governmental investigations or claims.
Violations or alleged violations may result in imprisonment, criminal and civil
fines, treble damages, fees and costs. Federal and state enforcement agencies
have subjected the healthcare industry to increasing scrutiny in recent years
which is likely to continue in the future.

The Medicare/Medicaid anti-kickback statute prohibits the payment or
receipt of any remuneration in return for the referral of patients for services
covered under federal health care programs, including the Medicare and Medicaid
programs, or in return for purchasing, leasing, ordering, or arranging for or
recommending the purchase, lease or order of any item or service that is covered
under a federal health care program. A violation of the anti-kickback statute is
a felony, punishable by imprisonment, fines, or both and may also result in the
imposition of civil money penalties and exclusion from participation in any
federal health care program. The anti-kickback statute has been broadly
interpreted by the courts and enforcement agencies. In addition, many states
have laws that prohibit the payment or receipt of any remuneration in return for
the referral of patients or the purchase of items or services under both
government and private health care programs. Violations of these state laws may
result in payment not being made for the items or services rendered, loss of a
healthcare provider's license, fines, or criminal penalties. These statutes and
regulations vary widely from state to state, are often vague and, in many
states, have not been interpreted by courts or regulatory agencies. Although we
believe that our current business arrangements with allied practices do not
implicate the federal anti-kickback statute or state anti-kickback laws, there
can be no assurance that our business arrangements will not be subject to
scrutiny or an enforcement action or that these laws will not be interpreted in
such a way as to prohibit certain aspects of our current business service
arrangements.

11
<PAGE> 14

DUE TO LAWS AND REGULATIONS GOVERNING THE INTERNET, OUR REVENUES MAY DECLINE AND
OUR ABILITY TO CONDUCT BUSINESS MAY BE ADVERSELY AFFECTED

There is, and will be, an increasing number of laws and regulations
pertaining to the Internet. These laws or regulations may relate to liability
for information received from or transmitted over the Internet, online content
regulation, user privacy and quality of products and services. In addition, the
applicability to the Internet of existing laws governing intellectual property
ownership and infringement, copyright, trademark, trade secret, obscenity,
libel, employment, personal privacy and other issues is uncertain and
developing.

Our website will retain personal information about our users which we
obtain with their consent. If unauthorized persons penetrate our network
security and gain access to, or otherwise misappropriate, our users' personal
information, we could be subject to liability. Such liability could include
claims for the misuse of personal information, such as for unauthorized
marketing purposes or unauthorized use of credit cards. These claims could
result in litigation, our involvement in which, regardless of the outcome, could
require us to expend significant time and financial resources. Moreover, to the
extent any of the data constitutes or is deemed to constitute patient health
records, a breach of privacy could violate federal law.

The Federal Trade Commission and state governmental bodies have recently
investigated the disclosure of personal identifying information obtained from
individuals by Internet companies. The federal government has also made
legislative proposals in this area. We could incur additional expenses if new
regulations regarding the use of personal information are introduced or if any
regulator chooses to investigate our privacy practices. Any new law or
regulation, or the adverse application or interpretation of existing laws, may
decrease the growth in the use of the Internet or our websites. This could
decrease the demand for our services, increase our cost of doing business and
reduce our earnings. The potential imposition of liability upon us for our
content or services resulting from changes in government regulations could
require us to implement measures to reduce our exposure to this liability, which
might require us to expend substantial resources or to discontinue Internet
service offerings.

IF OUR INTERNET ACTIVITIES BECOME SUBJECT TO TAXATION, OUR CASH FLOWS AND
RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED

A number of legislative proposals have been made at the federal, state and
local level, and by certain foreign governments, that would impose additional
taxes on the sale of goods and services over the Internet or Internet related
activities. Such legislation or other attempts at regulating commerce or the
Internet may impair the growth of commerce on the Internet and, as a result,
adversely affect our opportunity to derive financial benefit from such
activities.

IF WE ARE SUBJECT TO CLAIMS BASED ON THE CONTENT WE PROVIDE ON THE INTERNET, WE
COULD INCUR UNANTICIPATED EXPENSES AND BE LIABLE FOR DAMAGES

We may be subject to claims for defamation, negligence, product liability,
copyright, or trademark infringement, or other matters based on content and
information on our websites supplied by us or third parties. These types of
claims have been brought, sometimes successfully, against other online service
companies in the past. We may also be subject to claims or incur liability for
the content on other websites that are linked to our websites or for content and
materials that may be posted by visitors in chat rooms or bulletin boards. Even
if any such claims do not result in liability to us, we could incur significant
costs investigating and defending against such claims and in implementing
measures to reduce our exposure to these types of claims.

BECAUSE OUR BUSINESS DEPENDS IN PART UPON THE FUNCTIONING OF OUR WEBSITES, WE
ARE AT RISK FOR PROBLEMS CAUSED BY SYSTEM FAILURES

The functioning of our websites is important to our business, reputation
and ability to attract consumers and surgeons to our websites. We depend upon
the continuous, reliable and secure operation of Internet servers and related
hardware and software. To the extent that service is interrupted or delayed, we
could experience a decrease in traffic and revenue. We do not at present have
any back up systems or a formal

12
<PAGE> 15

disaster recovery plan. Substantially all of our communications hardware and
some of our other computer hardware operations are located in northern
California. Events such as power losses, telecommunication failures, computer
viruses, electronic break-ins or other similar disruptive problems could also
adversely affect our websites.

Our websites must accommodate a high volume of traffic and deliver
information that is updated frequently. Our websites may experience slower
response times or decreased traffic for a variety of reasons including
technological deficiencies. In addition, our visitors depend on Internet service
providers, online service providers and other website operators for access to
our websites. Many of them have experienced significant outages in the past and
could experience outages, delays and other difficulties due to system failures
unrelated to our systems in the future. Some of the services we expect to
provide, such as video imaging may require technologically advanced systems to
function seamlessly and quickly. We may not be able to develop, acquire and
maintain these services, which failure could have a material adverse effect on
our business, financial condition and results of operation.

The continuous enhancement of our websites is dependent upon the success of
development efforts that will be performed by our employees and by independent
contractors. To the extent that these development efforts are delayed or
unsuccessful, we will incur additional development expenses and may not remain
competitive in the design and use of our websites.

BECAUSE OUR BUSINESS REQUIRES THE SECURE TRANSMISSION OF DATA OVER THE INTERNET,
OUR BUSINESS COULD BE ADVERSELY AFFECTED BY INTERNET SECURITY BREACHES

A significant barrier to confidential communications and commerce over the
Internet has been the need for secure transmission of confidential information.
Internet usage and access by consumers of our websites could decline if a
compromise of security occurs with respect to our websites. We may incur
significant costs to provide security and protect against the threat of security
breaches or to alleviate problems caused by such breaches. Experienced
programmers could attempt to penetrate our network security. Programmers who are
able to penetrate our network security could misappropriate proprietary
information or cause interruptions in our services, and we could be required to
expend capital and resources to protect against or alleviate problems caused. To
the extent our activities involve the storage or transmission of confidential
information, such as credit information, security breaches could expose us to
claims, litigation and other potential liabilities.

IF WE FACE A CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT BY A THIRD PARTY OR
FAIL TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, WE COULD BE LIABLE FOR
SIGNIFICANT DAMAGES OR LOSE OUR INTELLECTUAL PROPERTY RIGHTS

We rely on a combination of copyright, trademark and trade secret laws and
contractual provisions to establish and protect our proprietary rights. We have
registered the domain names "www.IdealMe.com," "www.ThePlasticSurgeryCo.com,"
and approximately 25 other domain names. However, we have not yet applied for
federal registration of any trademarks, including trademarks for our corporate
name or our domain names, and, thus, we cannot guarantee that we will be able to
secure registration of these names. If we are required to change our corporate
name, current and potential customers could be confused and our business could
be disrupted. Any of these potential effects could seriously harm our business,
prospects, financial condition and operating results. In addition, any name
change effected after this offering could result in confusion to investors,
which could seriously harm the market price of our common stock.

There can be no assurance that the steps we may take to protect our
proprietary rights will be adequate, that we will be able to secure trademark or
service mark registrations for our marks in the United States or in foreign
countries or that third parties will not infringe upon or misappropriate our
copyrights, trademarks, service marks, domain names and similar proprietary
rights. In addition, effective copyright and trademark protection may be
unenforceable or limited in certain foreign countries, and the global nature of
the Internet makes it impossible to control the ultimate destination of our
services. It is possible that our competitors or others will adopt product or
service names similar to ours, thereby impeding our ability to build brand
identity and possibly leading to customer confusion. Moreover, because domain
names derive value from an

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<PAGE> 16

individual's ability to remember such names, we cannot guarantee that our domain
names will not lose their value if, for example, users begin to rely on
mechanisms other than domain names to access online resources.

THE LOSS OF KEY PERSONNEL COULD HARM OUR BUSINESS

Our success depends, to a significant extent, upon the efforts and
abilities of Dennis Condon, David Challoner, Patricia Altavilla and other
members of senior management. The loss of the services of one or more of these
key employees could disrupt our business and expansion strategy and cause our
revenues to decline.

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION

You will experience an immediate and substantial dilution of $9.99 in the
net tangible book value per share of common stock from the initial public
offering price. Assuming an initial public offering price of $11.00 per share of
common stock, our pro forma net tangible book value as of March 31, 1999 after
giving effect to this offering would be $1.01 per share.

EXISTING SHAREHOLDERS HAVE SUBSTANTIAL CONTROL OVER THE COMPANY AND CAN MAKE
DECISIONS THAT COULD ADVERSELY AFFECT OUR STOCK PRICE

Following this offering, members of management and the owners of the
founding practices will beneficially own approximately 57% of our outstanding
common stock ( % if the underwriters' over-allotment option is exercised in
full). If these persons acted together, they would have sufficient voting power
to control the outcome of corporate actions submitted to our shareholders for
approval and to control our management and affairs, including the election of
our board of directors.

OUR STOCK HAS NOT TRADED PUBLICLY AND AFTER THIS OFFERING ITS MARKET PRICE MAY
FLUCTUATE WIDELY

Prior to this offering, there has not been a public market for our common
stock. We do not know the extent to which investor interest in us will lead to
the development of an active trading market for our common stock or how our
common stock will trade in the future. The market price of our common stock is
likely to be subject to wide fluctuations. The market prices of the securities
of Internet-related companies have been especially volatile and these securities
may be overvalued. If analysts view us as an Internet-related company and if the
market for Internet-related stocks or the stock market in general experiences a
loss of investor confidence, the market price of our common stock could be
materially and adversely affected for reasons unrelated to our business or
results of operations. The initial public offering price will be determined by
negotiations between us and the representatives of the underwriters. You may not
be able to resell your shares at or above the initial public offering price.

The price at which our common stock will trade depends upon a number of
factors, including our historical and anticipated operating results and general
market and economic conditions, some of which are beyond our ability to control.
Factors such as fluctuations in our financial and operating results,
developments affecting us, the markets in which we compete or our industry could
also cause the market price of our common stock to fluctuate substantially. In
addition, the stock market has from time to time experienced extreme price and
volume fluctuations. These broad market fluctuations may adversely affect the
market price of our common stock.

SHARES ELIGIBLE FOR SALE IN THE FUTURE COULD NEGATIVELY AFFECT OUR STOCK PRICE

The market price of our common stock could decline due to sales of a large
number of shares of our common stock or the perception that such sales could
occur. These factors could also make it more difficult for us to raise funds
through future offerings of common stock.

After this offering, 6,252,025 shares of our common stock will be
outstanding ( shares if the underwriters' over-allotment option is
exercised in full). Of these shares, the 2,400,000 shares sold in this offering
( shares if the underwriter's over-allotment option is exercised
in full) will be freely

14
<PAGE> 17

tradeable without restrictions under the Securities Act, except for any shares
purchased by our "affiliates" (as defined in Rule 144 under the Securities Act).
Our officers and directors and all of our shareholders before this offering and
the acquisitions of the founding practices, including shareholders selling a
portion of their shares in this offering if the underwriters exercise their
over-allotment option, have entered into lock-up agreements pursuant to which
they have agreed not to offer or sell any shares of common stock for a period of
one year after the date of this prospectus without the prior written consent of
Cruttenden Roth, on behalf of the underwriters. Cruttenden Roth may, at any time
and without notice, waive the terms of the lock-up agreements. Upon expiration
of this lockup period, shares may be sold in the future subject
to compliance with the volume limitations and other restrictions of Rule 144.

PROBLEMS RELATING TO THE YEAR 2000 ISSUE COULD ADVERSELY AFFECT OUR BUSINESS

Some of our software programs may not recognize calendar dates beginning in
the Year 2000. As a result of this problem, some of these systems could fail to
operate or fail to produce correct results. Accordingly, we are reviewing our
internal computer programs and systems to determine if they will be Year 2000
compliant. We presently believe that our computer systems will be Year 2000
compliant in a timely manner, but undetected errors or defects may remain.
Furthermore, we depend on third parties for most of the services provided
through our websites. We are in the process of contacting these third party
suppliers regarding their Year 2000 readiness. If these parties are affected by
the Year 2000 problem, our ability to provide services to our subscribers may be
materially adversely affected. For further information, see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Impact of Year 2000."

A THIRD PARTY COULD BE PREVENTED FROM ACQUIRING YOUR SHARES AT A PREMIUM TO THE
MARKET PRICE BECAUSE OF OUR ANTI-TAKEOVER PROVISIONS

Certain provisions of Georgia law and certain provisions of our Articles of
Incorporation and Bylaws could delay or impede the removal of incumbent
directors and could make it more difficult for a third-party to acquire, or
could discourage a third-party from attempting to acquire, control of us. Such
provisions could limit the price that investors might be willing to pay in the
future for shares of our common stock. Our Articles of Incorporation and Bylaws
impose various procedural and other requirements (including a staggered board of
directors, advance notice provisions and the issuance of preferred stock as
described below) that could make it more difficult for shareholders to effect
certain corporate actions. The Articles give our board of directors the
authority to issue up to 20,000,000 shares of preferred stock and to determine
the price, rights, preferences and restrictions, including voting rights of such
shares, without any further vote or action by our shareholders. The rights of
holders of common stock will be subject to, and may be adversely affected by,
the rights of the holders of any preferred stock issued in the future. The "fair
price" and "business combinations" statutes under Georgia law we adopted may
restrict certain business combinations by interested shareholders. Our business
services agreements contain change in control provisions which give allied
practices the right to terminate the business services agreements if any
"person" as defined in the Securities Exchange Act of 1934 through acquisition
or aggregation, becomes the beneficial owner directly or indirectly of 15% or
more of the combined voting power of our outstanding voting stock. These change
in control provisions may hinder, delay, deter or prevent a tender offer, proxy
contest or other attempted takeover because of the potential loss of revenue if
the business services agreements are terminated.

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<PAGE> 18

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. We have based these
forward-looking statements largely on our current expectations and projections
about future events and financial trends affecting the financial condition of
our business. These forward-looking statements are subject to a number of risks,
uncertainties and assumptions about us, among other things:

- General economic and business conditions, both nationally and in our
markets;

- Our acquisition opportunities;

- Our expectations and estimates concerning future financial performance,
financing plans and the impact of competition;

- Successful implementation of our growth strategy;

- Anticipated trends in our business;

- Existing and future governmental regulations affecting our business; and

- Other risk factors set forth in the "Risk Factors" section of this
prospectus.

In addition, in this prospectus, the words "believe", "may", "will", "estimate",
"continue", "anticipate", "intend", "expect", "could", "should", "would" and
similar expressions, as they relate to us or our management, are intended to
identify forward-looking statements.

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<PAGE> 19

USE OF PROCEEDS

The net proceeds to us from the sale of our common stock in the offering
are estimated to be $22.4 million ($ if the underwriters' over-allotment
option is exercised in full), after deducting underwriting discounts and
commissions and estimated offering expenses of $4.0 million. We will not receive
any proceeds from sales of shares by the selling shareholders upon exercise of
the overallotment option. See "Principal and Selling Shareholders." We intend to
use the net proceeds as follows:

- $13.6 million to pay the cash portion of the consideration to the
founding practices;

- $2.2 million to pay accrued salaries and consulting fees of our employees
and consultants;

- $205,000 to repay indebtedness of the founding practices assumed by us;
and

- the balance for the development and maintenance of our websites,
potential acquisitions of allied practices, development of satellite
offices and general corporate purposes, including working capital and
capital expenditures.

Pending such uses, we may invest the net proceeds temporarily in short-term,
investment grade, interest bearing securities or guaranteed obligations of the
U.S. government.

DIVIDEND POLICY

Except for our payment of $5.7 million in cash consideration to the
founding practices, which will be accounted for under SAB 48 in connection with
the acquisition of the assets of certain of those practices and recorded as a
cash dividend for financial accounting purposes, we have not declared or paid,
and we do not anticipate declaring or paying, any dividends on our common stock
in the foreseeable future. Our board of directors will, in its discretion, make
any future determination to declare or pay dividends. Any future determination
will depend upon then existing conditions, including our financial condition,
results of operations, contractual and statutory restrictions, capital
requirements, business prospects and other factors as our board of directors
deems relevant.

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<PAGE> 20

DILUTION

Purchasers of the common stock in the offering will experience immediate
and substantial dilution in the net tangible book value of the common stock from
the initial public offering price. Net tangible book value per share represents
the amount of our total tangible assets less our total liabilities, divided by
the number of shares of common stock outstanding. At March 31, 1999, we had a
pro forma net tangible book value (deficit) of ($16.1) million or ($4.20) per
share of common stock. After giving effect to the sale of 2,400,000 shares of
common stock offered by us at an assumed initial public offering price of $11.00
per share and, after the deduction of underwriting discounts and commissions and
estimated offering expenses payable by us, our pro forma net tangible book value
at March 31, 1999, would have been $6.3 million or $1.01 per share. This
represents an immediate increase in such net tangible book value of $5.21 per
share to existing shareholders and an immediate and substantial dilution of
$9.99 per share to new investors purchasing common stock in the offering. The
following table illustrates this per share dilution.

<TABLE>
<S> <C> <C>
Assumed initial public offering price....................... $11.00
Pro forma net tangible book value deficit at March 31,
1999................................................... $ (4.20)
Increase attributable to new investors.................... 5.21
Pro forma net tangible book value after this offering....... 1.01
------
Dilution in pro forma net tangible book value to new
investors................................................. $ 9.99
======
</TABLE>

The following table summarizes, on a pro forma basis set forth above at
March 31, 1999, the differences between existing shareholders and new investors
in the offering with respect to the number of shares of common stock purchased
from us, the total consideration paid to us and the average consideration paid
per share (before the deduction of underwriting discounts and commissions and
estimated offering expenses payable by us):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------- --------------------- PRICE
NUMBER(1) PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing shareholders.................... 3,852,025 61.6% $ 2,001,940 7.0% $ 0.52
New investors............................ 2,400,000 38.4 26,400,000 93.0 11.00
--------- ----- ----------- ------
Total.......................... 6,252,025 100.0% $28,401,940 100.0%
========= ===== =========== ======
</TABLE>

- ---------------

(1) Does not include up to shares that the underwriters may purchase
if they exercise their over-allotment option.

If the underwriters' over-allotment option is exercised in full, we will
issue an additional shares of common stock to new investors
representing % of the total of shares of our common stock
outstanding. In addition, the total consideration from new investors will be
$ million, which is % of the total of $ million paid for all shares
of common stock outstanding. The issuance of additional common stock by us will
result in further dilution to you.

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<PAGE> 21

CAPITALIZATION

The following table sets forth our historical, pro forma, and pro forma as
adjusted capitalization as of March 31, 1999, after deducting underwriting
discounts and commissions and estimated offering expenses. You should read the
following table in conjunction with the Unaudited Pro Forma Balance Sheet and
related notes and our audited financial statements and accompanying notes
included elsewhere in this prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1999
-------------------------------------------
PRO FORMA
ACTUAL PRO FORMA(1) AS ADJUSTED(2)(3)
------- ------------ ------------------
(IN THOUSANDS)
<S> <C> <C> <C>
Current portion of long-term debt and notes payable..... $ -- $ 13,826 $ --
======= ======== ========
Total long-term debt.................................... $ -- $ 4,750 $ 4,750
Shareholders' (deficit) equity:
Preferred stock; 20,000,000 shares authorized; no
shares issued and outstanding...................... -- -- --
Common stock, no par value; 100,000,000 shares
authorized; 1,086,400 shares issued and
outstanding, actual; 3,852,025 shares issued and
outstanding, pro forma; 6,252,025 shares issued and
outstanding, pro forma as adjusted(4).............. -- -- --
Additional paid-in capital............................ 3,759 (417) 22,021
Warrants.............................................. 250 11,362 12,867
Accumulated deficit................................... (5,521) (8,228) (9,733)
------- -------- --------
Total shareholders' (deficit) equity.......... (1,512) 2,717 25,155
------- -------- --------
Total capitalization.......................... $(1,512) $ 7,467 $ 29,905
======= ======== ========
</TABLE>

- ---------------

(1) The pro forma balance sheet data gives effect to the following as if each
had occurred on March 31, 1999: (a) our acquisitions of 33 founding
practices; (b) the issuance of 344,263 shares of common stock and cash of
approximately $400,000 and the recording of intangible assets for the
acquisition of the right to negotiate business development agreements with
plastic surgery practices originally contacted by ISIS Cosmetic Surgery
Partners, Inc.; and (c) the issuance of warrants to purchase 1,550,204
shares of common stock in May 1999 for proceeds of approximately $695,000.

(3) Does not include up to shares that the underwriters may purchase
if they exercise their over-allotment option.

(4) Excludes an aggregate of (a) 1,656,604 shares issuable upon exercise of
stock options and warrants outstanding as of June 24, 1999 and (b) 1,026,500
shares issuable upon exercise of stock options and warrants that will be
issued upon closing of this offering.

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<PAGE> 22

SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF
------------------ MARCH 31,
1997 1998 1999
----- ------- ---------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................ $ 184 $ 403 $ 304
Working capital (deficit)................................ (176) (1,348) (1,550)
Total assets............................................. 202 440 341
Total long-term liabilities.............................. -- -- --
Total shareholders' (deficit) equity..................... (158) (1,311) (1,512)
</TABLE>

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with
our financial statements and related notes included elsewhere in this
prospectus.

OVERVIEW

At the closing of the offering, we will provide business development
services and Internet solutions to our alliance of 41 Board certified or Board
eligible plastic surgeons located in 23 metropolitan markets throughout the
United States. In the future we intend to provide business services and acquire
certain assets of, or to manage, additional plastic surgery practices. Our
Internet strategy is important to our business. We have two proprietary
websites: IdealMe.com, our consumer website; and ThePlasticSurgeryCo.com, our
surgeon website. IdealMe.com allows consumers to research available procedures,
submit inquiries regarding cosmetic surgery procedures, view possible cosmetic
changes through online imaging technology, obtain financing for procedures and
be directed to Board certified cosmetic surgeons. ThePlasticSurgeryCo.com
provides allied surgeons online access to our national buying programs and
facilitates "best practices" study groups among our allied surgeons. We have not
conducted any significant operations or earned any revenue to date, and we
believe that we will generate substantially all of our future revenues from
service fees earned under our business services agreements with allied surgeons.

THE FOUNDING PRACTICES

Upon the closing of the offering, we will be aligned with 41 plastic
surgeons. Simultaneously with the closing of the offering, we will enter into
business services agreements with 17 founding practices, accounted for pursuant
to SAB 48, and 16 additional founding practices, accounted for based on the fair
value of the assets. The fair value acquisitions will result in approximately
$15.3 million of intangible assets which will be amortized over the 25 year term
of the applicable business services agreements.

The aggregate consideration paid by us to the founding practices is
approximately $45.0 million, including 2,421,362 shares of common stock based on
an assumed initial offering price of $11.00 approximately $4.8 million in
promissory notes and approximately $13.6 million in cash, all of which is
payable at the closing of the transfer of assets of the founding practices,
which will occur simultaneously with the closing of the offering. Cash proceeds
from the offering will be used to pay the cash portion of the consideration. See
"Use of Proceeds."

Twelve of our founding practices resulted from our acquisition in May 1999
of the right to negotiate business services agreements with plastic surgery
practices originally contacted by ISIS Cosmetic Surgery Partners, Inc. ISIS, a
company not affiliated with us, had entered into letters of intent, which
included an exclusive negotiations clause, with certain plastic surgery
practices. We paid ISIS an aggregate consideration of approximately $3.4
million, consisting of 344,263 shares of common stock and cash of approximately
$400,000, for the purchase of these rights. We will account for the purchase of
these rights as an asset acquisition and will amortize the intangible asset over
the life of the applicable business services agreements. Upon the closing of the
offering, we will enter into business services agreements with these plastic
surgery practices.

Each allied surgeon affiliated with the founding practices is Board
certified, except for one surgeon who is eligible for Board certification and
one surgeon who is certified by the Canadian Board of Plastic Surgery. Board
certification requires that the surgeon graduate from an accredited medical
school, complete at least five years of additional residency, practice plastic
surgery for two years and pass comprehensive written and oral examinations. Each
allied surgeon, in his sole discretion, determines the fees to be charged for
services provided to patients based on market conditions and other factors
deemed appropriate by the allied surgeon.

Acquisition Agreements. We have entered into acquisition agreements with
each of the founding practices or the allied surgeons. These acquisition
agreements may be in the form of an asset purchase and sale agreement, a stock
purchase and sale agreement or an agreement and plan of reorganization whereby
we

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merge with the allied practice. Based on applicable state laws and regulations,
the operating assets of each practice, which include equipment, inventory,
accounts receivable, furniture and other personal property, or some combination,
will be transferred to us pursuant to the acquisition agreements. As
consideration for entering into an acquisition agreement, we will pay
consideration consisting of a combination of common stock, notes and cash.

Business Services Agreements. We have entered into business services
agreements with each of the founding practices. These agreements may be in the
form of a service agreement or consulting agreement as dictated by state law.
Each service agreement generally requires that we provide the following services
for the allied practices:

- acquisition and maintenance of specified furnishings and equipment;

- provision of suitable offices and facilities;

- payroll processing;

- employment of necessary personnel, excluding plastic surgeons and certain
medical personnel;

- development of business systems procedures and forms;

- procurement and inventory management;

- assistance in acquiring malpractice insurance;

- cash management;

- assisting with advertising, marketing and practice development;

- development of appropriate business systems;

- supervision, management and organization of files and records; and

- financial reporting and analysis.

If we enter into a lease on behalf of the allied practice the allied practice
will sublease from us. Under the service agreements, we will recognize revenues
in amounts equal to the assumed expenses plus service fees based on the net cash
collected. In future agreements, we may recognize revenues in amounts equal to
the assumed expenses plus a fixed dollar amount with annual fixed percentage
increases.

If required by applicable state law or regulations, an allied practice may
enter into a consulting agreement with us that contains certain of the same
provisions as the service agreement, including: (a) provisions relating to the
obligation to loan funds to the allied practice in the event the allied practice
is unable to pay its current expenses, (b) repurchase of assets and assumption
of liabilities by the allied practice upon expiration or termination, (c)
covenant not to compete, and (d) indemnification. Under the consulting
agreement, we will provide the following services to allied practices in
exchange for a fixed dollar annual fee with annual fixed percentage increases:

- consulting with respect to equipment and office needs;

- preparing staffing models appropriate for the allied practice;

- advising and training with respect to business systems;

- purchasing and maintaining inventory;

- advising with respect to and providing or arranging accounting and
bookkeeping services;

- assisting with the acquisition of malpractice insurance;

- advising with respect to developing a marketing plan;

- assessing the financial feasibility of establishing new offices;

- providing billing and collection services; and

- assisting the allied practices in organizing and developing filing and
recording systems.

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The business services agreements have either 20 or 25 year terms for the
founding practices, beginning on the date of this offering. We anticipate
executing business services agreements with 25 year terms for each allied
practice acquired after this offering. The business services agreements are
subject to termination by either party in the event the non-terminating party
becomes subject to voluntary or involuntary bankruptcy proceedings or materially
breaches the agreement, subject to a cure period. The allied practices may also
terminate the business services agreements if we are subject to a change of
control not approved by our board of directors. Upon the termination of the
business services agreements, except upon our breach, the allied practice and
its shareholders are subject to a two year covenant not to compete which
prohibits within a specified territory the following (a) advertising in print
and electronic media; (b) soliciting patients, surgeons or staff associated with
the allied practice; and (c) soliciting any referrals from any physician who
referred one or more patients to the allied practice within three years prior to
the date of such termination.

Pursuant to these business services agreements, we must pay the operating
expenses of a practice. To the extent a practice's operating expenses exceed
revenues, we must pay the excess but the allied practice will be obligated to
repay us, with interest, out of future revenues. Under the business services
agreements, the allied surgeons maintain full control over and ownership of the
allied practices, determine which clinical personnel will be employed by the
allied practices and establish their own practice standards to promote quality
plastic surgery care. We do not engage in the practice of medicine. Each allied
surgeon is responsible for the compliance of his or her allied practice with
state and local regulations, licensing and certification requirements applicable
to the practice of plastic surgery.

Employment Agreements. Each allied surgeon who is an equity holder in an
allied practice or who provides plastic surgery services through an allied
practice an average of more than ten days a month either at the time of
execution of the business services agreement or any time thereafter is required
to execute an employment agreement with the allied practice. Each employment
agreement generally provides that the allied surgeon will perform professional
services for the allied practice for a period of five years, commencing on the
date of the offering, with automatic renewal for additional one year terms.
After the expiration of the initial five year term, either the allied practice
or the allied surgeon may terminate the employment agreement at any time without
cause by giving ninety days prior written notice. Each allied surgeon's
compensation will be a percentage of the net cash collected by the allied
practice after the payment of the service fee and all operating expenses of the
allied practice, with such percentage to be determined by the allied practice.
The allied surgeon agrees that upon termination or expiration of the employment
agreement, he or she will not compete for a period of two years in the market in
which the allied practice operates an office, will not solicit former patients
of the allied practice, will not solicit referrals from any physician who
referred one or more patients to the allied surgeon or the allied practice
within the two years prior to the termination, and will limit the methods of
advertising in the area in which an allied practice is located.

FINANCING PLANS

Third party financing companies will provide online financing for patients
of our allied practices and will be responsible for the approval and application
process. These companies will assume all of the risks related to financing. The
individual practice will receive a payment from these companies equal to 85% to
90% of the financed amount. These companies will not have any recourse against
the individual practices for any unpaid balances. Application and approval
procedures will be instituted by these companies and terms of payment will vary
based on the creditworthiness of the patient.

POSSIBLE SOURCES OF FUTURE REVENUES

After the closing of the offering, we intend to enter into management
services agreements, rather than business services agreements, with select
plastic surgery practices. Pursuant to our management services agreements, we
will provide business development services and Internet solutions and receive
service fees. We will recognize revenues from these agreements based on a
percentage of the net cash collected by the allied practice. We will not acquire
operating assets of allied practices entering into management services
agreements, and we will not assume the operating expenses of these practices.

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We also intend to enter into subscription agreements with surgeons who are
not allied with us which allow these surgeons to be included in the directory of
Board certified or Board eligible cosmetic surgeons on IdealMe.com. These
subscribing surgeons listed on our website directory will be listed for the
convenience of potential consumers located in areas where we not affiliated with
an allied practice. We will not investigate the qualifications of the surgeons
who subscribe for this service. Our website will advise consumers to
independently investigate the surgeon's qualifications. Subscribing surgeons
will pay us a fee for the directory listing which we will recognize as revenue
as it is earned. We may generate future revenues from the sale of products and
services through our proprietary websites. The revenue generated may include
fees from banner and sponsorship advertising, subscriptions to our online
magazine and video imaging.

RESULTS OF OPERATIONS

We have not conducted any significant operations or earned any operating
revenue to date. We will not earn any revenues until we acquire the founding
practices.

From inception through March 31, 1999, we incurred start-up costs of
approximately $5.5 million, consisting primarily of operating expenses such as
salaries, consulting fees, rent and professional fees. The cumulative cash
outlay for our start-up expenses was approximately $1.7 million from inception
(April 30, 1997) to March 31, 1999.

For the period from inception (April 30, 1997) to December 31, 1997, the
year ended December 31, 1997 and the three months ended March 31, 1998 and 1999,
salaries, wages and benefits included salaries for all of our employees,
compensation expense related to the issuance of equity securities and related
employee benefits. For the period from inception to December 31, 1997, we
incurred approximately $1.2 million in compensation expense related to warrants
and stock that we issued to employees and non employees. For the year ended
December 31, 1998, we incurred approximately $788,000 in compensation expense in
connection with our issuance of stock to employees and non employees. The
remaining salaries, wages and benefits differs between the period from inception
(April 30, 1997) to December 31, 1997 and the year ended December 31, 1998 due
to the addition of several senior management members in 1998. Salaries, wages
and benefits for the three months ended March 31, 1998 and 1999 did not differ
significantly.

General and administrative expenses primarily include professional fees,
office expenses and accrued relocation expenses. Professional fees have
increased since inception. Additionally, in 1998, we accrued approximately
$175,000 for relocation expenses for lease obligations that we cancelled upon
our corporate relocation to Santa Barbara, California.

Other income is from investments in money market funds of our proceeds from
the sale of our common stock. This income differs among periods primarily due to
the amount of cash invested.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have financed our start-up costs primarily through
private sales of our securities. If the acquisitions of the founding practices
had occurred on March 31, 1999, we would have had a pro forma working capital
deficit of approximately $15.1 million, including the accrual of $13.6 million
for cash payable to the founding practices. We will require capital for the
following purposes:

- to fund the cash portion of the acquisitions of the founding practices of
approximately $13.6 million;

- to pay accrued salaries and consulting fees of our employees or
consultants of approximately $2.2 million;

- to repay indebtedness of the founding practices of approximately
$205,000;

- to pay amounts owed to allied practices pursuant to notes issued in the
acquisitions of the founding practices;

- to pay, if necessary, operating expenses;

- to form additional affiliations with plastic surgery practices;
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<PAGE> 27

- to pay costs associated with the development and maintenance of our
websites;

- to fund corporate costs for providing business services; and

- to pay certain costs related to the development of satellite offices and
related services for allied practices, including site selection and
marketing research and support.

The notes issued in the acquisitions of the founding practices bear
interest at 8% per annum and provide for equal monthly payments of principal and
interest over the five year term of the note.

Each business services agreement obligates us, with no limitation, to pay
the operating expenses of an allied practice. To the extent a practice's
operating expenses exceed its revenues, we will be required to pay any excess
expense but the allied practice will be obligated to repay this amount to us
with interest. We will record this amount as a receivable from the practice
bearing interest at the prime rate as published in The Wall Street Journal plus
one percent. The allied practice will be required to repay any receivable to us
out of its future revenues. This receivable will be repaid after the payment of
the service fee and before the allied surgeon receives any compensation. We
intend to fund operating expenses from working capital or borrowings under a
credit facility, which we anticipate establishing following the closing of the
offering. Since approximately 75% of the procedures performed by our allied
surgeons are cosmetic with fees generally paid no later than the time the
procedure is performed, we believe that our requirement to finance the operating
expenses of the allied practices can be funded through our working capital. In
addition, our allied practices must pay our service fees and their operating
expenses before the surgeons receive any funds from the practice. We do not
believe that a lag in collections of patient receivables would occur or if
occurred would significantly affect our liquidity.

We believe that the net proceeds of the offering, expected cash flow from
operations and anticipated borrowings under a credit facility we expect to be
established after the offering will be sufficient to fund our ongoing operations
and our planned capital needs for the next 12 months. However, if the capital
sources above are insufficient to satisfy our liquidity requirements, we may
need to sell additional equity or debt securities or increase our anticipated
credit facility. To the extent we are unable to obtain a credit facility after
the offering, we may not be able to fully implement our acquisition program.

INTEREST RATE RISK

We do not trade in derivative financial instruments nor do we engage in any
commodity trading activities. Our exposure to interest rates relates primarily
to our investments of cash and cash equivalents. We invest cash and cash
equivalents in financial instruments with original maturities of three months or
less. These investments are denominated in U.S. dollars. Any interest earned on
these investments is recorded as interest income in the statements of
operations. Because of the short maturity of our investments, a near term change
in interest rates would not materially affect our financial position, results of
operations or cash flows.

IMPACT OF YEAR 2000

Many computer systems and software products are coded to accept only
two-digit entries in date code fields. Beginning in the year 2000, these date
code fields will need to distinguish 21st century dates from 20th century dates.
As a result, computer systems and software used by many companies may need to be
upgraded to comply with "Year 2000" requirements. Although we believe that our
software is Year 2000 compliant, we may discover coding errors or other defects
in the future. We have appointed a Year 2000 task force to assess the scope of
our risks and bring our applications into compliance. This task force is
undertaking its assessment of our compliance and recently began testing our
corporate business and information systems. To date, we have discovered few
problems during our Year 2000 testing, and we have fixed those identified in our
day to day operating environment. We intend to complete the compliance testing
in September 1999. To date, we have incurred minimal expenses related to Year
2000 compliance and expect to incur immaterial expenses in 1999 related to Year
2000 compliance. We have not adopted a contingency plan to address possible
risks to our systems.

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We rely on a number of software programs and systems provided by third
parties, any of which could contain coding which is not Year 2000 compliant.
These systems include server software to operate the network servers, software
controlled routers, switches and other components of the data network, firewall,
security, monitoring and back-up software used by us, as well as desktop PC
applications software. In each case, we employ widely available software
applications from leading third-party vendors and expect that these vendors will
provide any required upgrades or modifications in a timely fashion. However, if
any third party software suppliers fail to provide Year 2000 compliant versions
of the software, our operations could be disrupted.

Year 2000 compliance problems also could undermine the general
infrastructure necessary to support our operations. For instance, we depend on
third-party Internet service providers or hosting centers to provide connections
to the Internet and to customer information systems. Any interruption of service
from these Internet service providers or hosting centers could result in a
temporary interruption of our services. Any interruption in the security,
access, monitoring or power systems at the Internet service providers or hosting
centers could result in an interruption of services. Moreover, it is difficult
to predict what effects Year 2000 compliance problems will have on the integrity
and stability of the Internet. If businesses and consumers are not able to
reliably access the Internet, the demand for our Internet solutions could
decline, resulting in an adverse impact to our business, financial condition and
results of operations.

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BUSINESS

At the closing of this offering, we will provide business development
services and Internet solutions to our alliance of 41 Board certified or Board
eligible plastic surgeons located in 23 metropolitan markets throughout the
United States. Our consumer website, IdealMe.com, allows consumers to research
available procedures, submit inquiries regarding cosmetic surgery procedures,
view possible cosmetic changes through online imaging technology, obtain
financing for procedures and be directed to Board certified cosmetic surgeons.
We expect our consumer website to increase the number of procedures performed by
our allied surgeons. We provide our web-based services free of charge to
consumers, except for a fee for online imaging. Our surgeon website,
ThePlasticSurgeryCo.com, will provide allied surgeons online access to our
national buying program and facilitate "best practices" study groups among our
allied surgeons. Our business development services include include the
implementation of strategic business plans, practice-specific programs, patient
financing plans, patient education strategies and materials and related services
and products. We were incorporated in April 1997 and have not conducted any
significant operations.

BACKGROUND

The market for plastic surgery, which includes both cosmetic and
reconstructive procedures, exceeds $15 billion per year according to Form and
Figure magazine. The market for cosmetic surgery procedures has grown rapidly
over the last several years. From 1992 to 1998, facelifts, liposuction and
breast augmentations have increased approximately 75%, 260% and 300%,
respectively. During this period, the Internet has emerged as a global
communications medium, enabling millions of people worldwide to communicate,
share information and conduct business electronically. According to
International Data Corporation, the number of Internet users worldwide will grow
from an estimated 97 million in 1998 to an estimated 319 million by 2002. We
believe that cosmetic surgeons can use the Internet to improve quality of
patient education and increase practice efficiency.

Plastic Surgery Trends

Cosmetic surgery procedures reshape normal anatomical features to improve
the patient's appearance and self-esteem. These procedures include elective
aesthetic procedures such as facelifts, liposuction and breast augmentations. We
estimate that cosmetic surgery constitutes approximately $10 billion of the
plastic surgery industry and remains 100% private pay without government
reimbursement pressures. In contrast, reconstructive surgery procedures reshape
abnormal anatomical features caused by congenital defects, developmental
abnormalities, trauma, infection or disease, usually to improve function but
also to approximate normal appearance. We believe that revenue from
reconstructive procedures constitutes approximately 30%, or $5 billion, of the
industry and is primarily reimbursed by third party payors.

The primary market for cosmetic surgery procedures is women aged 19 to 50.
In 1997, nearly 85% of all cosmetic surgery procedures performed were for women
and approximately 70% were for adults aged 50 and under. Recent trends indicate
men are having more cosmetic surgery procedures, as evidenced by male
liposuction and facelift procedures tripling and doubling, respectively, since
1992. Approximately 2.8 million cosmetic surgery procedures were performed in
1998, according to a survey by the American Society of Aesthetic Plastic
Surgery. The market for cosmetic surgery procedures has grown rapidly over the
last several years, and we expect this market to continue to grow as a result of
various factors, including:

- Aging of the baby boomer generation;

- Increasing media attention to and cultural acceptance of cosmetic
surgery;

- Continuing improvements in technology resulting in less invasive
procedures and shorter recovery times;

- Growing awareness of available cosmetic surgery procedures through
consumer education; and

- Increasing availability and access to healthcare information via the
Internet.

The consumer market is served in part by approximately 5,000 Board
certified plastic surgeons in the United States. In recent years, fees for
reconstructive procedures have declined primarily due to cost containment
pressures from third party payors. As a result, many plastic surgeons have
attempted to shift the focus of their practices from reconstructive to cosmetic
surgery procedures. This has resulted in increased

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competition for private pay cosmetic surgery procedures. Physicians practicing
in other disciplines, such as ophthalmologists and dermatologists, are also
performing cosmetic surgery procedures traditionally performed by plastic
surgeons, such as eyelid surgery and liposuction, to earn the higher fees
associated with these procedures. Consequently, plastic surgeons are attempting
to emphasize the importance of having plastic surgery procedures performed by
Board certified plastic surgeons.

Internet-Based Healthcare Information Trends

The Internet is a comprehensive and inexpensive information source that has
dramatically improved information flow, enhanced communications and increased
business opportunities for healthcare providers. Cyber Dialogue, an on-line
survey company, estimates that 17 million adults in the U.S. searched online for
health information in 1998, an increase of 119% from July 1996, and that
approximately 50% of these individuals made purchases after seeking information
on the Internet. According to Cyber Dialogue, these users are better educated,
have higher household incomes and are most often female. The growing interest in
cosmetic surgery is creating increased demand for reliable, easy access to
cosmetic surgery information. Cosmetic surgery is an elective, private pay niche
that benefits by direct to consumer information. Consumers of cosmetic surgery
procedures are more involved than average healthcare consumers in choosing which
procedures are performed, the results they wish to achieve and the surgeons they
believe are most qualified to perform the procedure. In addition, the Internet
provides cosmetic surgery consumers privacy in researching their choices.

OUR SOLUTION

Our business development services and Internet solutions are designed to
increase the number of procedures performed by our allied surgeons, improve the
quality of patient education and increase practice efficiency. We have a
consumer website and are developing a surgeon website to facilitate the exchange
of information between surgeons and prospective and existing patients and the
exchange of information among surgeons, via the Internet. Content on our
consumer website, IdealMe.com, is a combination of informational and interactive
pages that provide consumers with information about procedures, outcomes and
surgeon qualifications. IdealMe.com allows us to influence purchase decisions at
the consumer level and leverage the clinical expertise and reputation of our
allied surgeons. Our surgeon website, ThePlasticSurgeryCo.com, will provide our
allied surgeons online access to our national buying programs and will
facilitate "best practices" study groups among our allied surgeons, while
highlighting the benefits of becoming affiliated with us.

We believe our solution provides the following benefits to our consumers
and surgeons:

Benefits to Consumers

Informs consumers about cosmetic surgery procedures and related
topics. IdealMe.com contains regularly updated, comprehensive information about
cosmetic surgery procedures ranging from specific procedures to other
health-related topics such as wellness, skin care and diet. We believe the
quality of the information we provide about cosmetic surgery procedures and
related topics will help to establish our consumer website as a relevant and
trusted information source. On IdealMe.com, a consumer is able to view a photo
gallery which contains several before and after pictures for each type of
procedure. IdealMe.com also consolidates information on new technologies and
leading edge procedures.

Allows consumers to view possible cosmetic changes through online imaging
technology. On IdealMe.com, we offer interactive, online computer imaging which
allows consumers to view possible cosmetic changes for a fee. Computer imaging
technology allows a potential consumer of cosmetic surgery procedures to submit
a digital photograph, have the image modified to reflect the potential
consumer's desired procedure and receive the modified image via e-mail. This
technology enhances the potential consumer's ability to more fully evaluate
cosmetic surgery alternatives.

Provides online financing plan application and approval. Potential
cosmetic surgery consumers can apply directly through our website for financing
of cosmetic surgery procedures through third party financing companies. A
visitor to IdealMe.com will be able to review options for financing plans,
access and submit online applications and receive approval, all from the privacy
of home.

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Links consumers with both allied surgeons and subscribing surgeons through
our online directory. Each allied surgeon will have his own web page that may
be accessed by hyperlinks from IdealMe.com. Potential consumers can enter their
zip code and access a list of allied surgeons' web pages in their local market.
Subscribing surgeons are listed on our website directory for the convenience of
potential consumers located in areas where we are not affiliated with an allied
practice. Prior to linking directly to an allied surgeon's website, a consumer
is able to view a short video introducing the allied surgeon, the surgeon's
patient coordinator, and the services provided by the surgeon. An allied
surgeon's website also highlights the surgeon's clinical expertise and cosmetic
procedure focus and gives information regarding any upcoming seminars offered by
the allied surgeon. IdealMe.com also allows potential consumers to research the
background, credentials and professional qualifications of the surgeons listed
in the surgeon directory through hyperlinks to the websites of the American
Medical Association, the Administrators in Medicine and the American Board of
Medical Specialities.

Offers our online magazines, health and beauty products and related
magazines and books. We intend to reinforce our brand awareness through our
online magazine. This magazine will present various articles on cosmetic surgery
procedures and the latest technological developments and techniques. Our
articles will address key topics affecting the cosmetic surgery industry such as
the critical nature of choosing a Board certified plastic surgeon to perform
cosmetic surgery procedures. A consumer visiting IdealMe.com may register for a
subscription to the Cosmetic Surgery Online Magazine and will be able to
purchase health and beauty products and related magazines. Our online magazine
will be produced quarterly and e-mailed to subscribers, and archived editions
will be stored and available on the website. We also intend to partner with
recognizable health and beauty product companies to provide related products
through our website. Through these partnerships, informational and clinical
products, such as skin care products, will be available for purchase through our
website.

BENEFITS TO SURGEONS

Offers access to our national buying programs. Our network of allied
surgeons gives us collective buying power to negotiate favorable terms with key
suppliers and vendors. Our national buying program includes our negotiated
pricing discounts and quantities and types of products available. Allied
surgeons can choose, through our surgeon website, the products and services that
we can provide at a lower cost due to our collective buying power. We also
intend to negotiate favorable prices and terms with manufacturers and
distributors of equipment and technology such as lasers and photographic imaging
and ultrasonic liposuction machines.

Facilitates "best practices" knowledge sharing and provide an online forum
for allied surgeons. By creating an alliance of plastic surgeons with shared
strategic and economic goals, we believe we can create an environment in which
each allied surgeon will share his "best practices" with other allied surgeons
to increase the overall success of the alliance. We will assist in the sharing
of this knowledge by researching and documenting methods and programs in the
most successful allied practices and by condensing and customizing the most
effective strategies into transferable templates to be implemented by other
allied practices. Only allied surgeons will be able to access these "best
practices" through our surgeon website, newsletters and quarterly allied surgeon
educational meetings. ThePlasticSurgeryCo.com will also provide an online forum,
for sharing the latest clinical techniques, specialized procedures that
affiliates have developed, questions and answers on clinical challenges and
comments on experiences with the latest equipment and instruments.

Describes our business to potential allied surgeons and highlight career
opportunities with allied practices. Through ThePlasticSurgeryCo.com, plastic
surgeons will have access to information outlining the benefits of an alliance
with us and career opportunities for association with our allied surgeons. The
description of our business is designed to attract potential allied surgeons and
to assist us in the recruiting process. This information will include
testimonials from allied surgeons who have had success with our various
programs, links to IdealMe.com and the opportunity to post questions and receive
an e-mail response from us and our allied surgeons. Our career placement
information will include the practice location, a description of the position
and a profile of the allied surgeon and practice.

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Profiles each practice and its surgeons for inclusion on our websites. We
will collect information on each allied surgeon in order to complete our
standard template webpage. The template webpage will include items such as
credentials, specialized procedures, available related services and
representative before and after pictures. We will also highlight the staff and
the facility and provide a streaming video introducing the surgeon and the
patient coordinator. Each allied surgeon will have this template webpage as part
of IdealMe.com. From these webpages, a consumer may either e-mail the surgeon
for an appointment or link directly to the various custom pages that our allied
surgeons have established.

Institutes patient financing plans. Elective cosmetic surgery is not
covered by third party payors and is not affordable for much of the potential
market. By instituting patient financing plans through third party financing
companies, we can assist our allied surgeons in providing cosmetic services to a
segment of the population that would not otherwise be able to afford cosmetic
surgery procedures. Patient financing plans increase consumer access to cosmetic
surgery procedures and allow allied surgeons to reach an expanded audience,
thereby increasing the overall potential patient population.

Implements practice-specific consumer awareness programs. Cosmetic surgery
remains a 100% private pay, retail oriented business. As such, reaching the
market with consumer awareness programs is key to growing a successful plastic
surgery practice. We assist our allied surgeons in developing consumer awareness
programs specific to each allied practice, which incorporate our website
capabilities, market demographics, various media vehicles such as seminars,
newspaper ads, direct mailings and radio, and available cosmetic surgery
procedures and related services.

Designates and trains patient coordinators and develops patient education
programs and materials. Generally, there is little consistency in the patient
management process in plastic surgery practices resulting in inefficient patient
flow and inhibiting effective patient education and counseling. In an effort to
maximize efficiency we assist our allied surgeons in designating and training
the appropriate person as a patient coordinator. The patient coordinator will
manage the initial patient consultation and educate the patient to increase the
patient's awareness of the various cosmetic surgery procedures. We intend to
create and develop patient education program manuals and materials for the
allied surgeons to complement the efforts of the patient coordinator, which will
also be available through ThePlasticSurgeryCo.com. The primary objective of the
patient education process will be to fully inform patients about their chosen
procedures, raise the patient's awareness of alternative or complementary
procedures or services and educate the patient about the allied surgeon's
background and clinical expertise. We believe that a better educated patient
will increase a practice's conversion rate and sales of related services, is
more likely to elect to have a procedure performed and is more likely to be
satisfied with the outcome and become a referral source for the surgeon.

OUR STRATEGY

Provide high quality business development services to our allied
surgeons. We will target Board certified and Board eligible surgeons and will
align with these surgeons through acquisitions or the establishment of a
management relationship. We have a dedicated development team that seeks to
identify surgeons who maintain a reputation for high quality care within their
community and peer group, are located in attractive metropolitan markets and
provide an opportunity for increased revenue growth. We believe IdealMe.com and
ThePlasticSurgeryCo.com will also generate interest in and demand for our
business development and other services from Board certified and Board eligible
cosmetic surgeons.

Increase consumer and surgeon awareness of our websites. We intend to
increase awareness of our websites by advertising in various media such as
magazines and other print media. We believe that increasing awareness of our
websites is critical to attract new consumers and surgeons, raise awareness of
available cosmetic surgery procedures and increase the number of cosmetic
surgery procedures performed by our allied surgeons.

Analyze each practice's operations and develop a strategic plan for the
practice. After a plastic surgeon aligns with us, we conduct an in depth
analysis of his practice's operations. We review existing consumer

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<PAGE> 33

awareness programs, revenues by cosmetic and reconstructive procedures,
procurement programs, information systems and patient flow. We then develop a
strategic plan for the practice for streamlining operations and improving
consumer awareness programs.

Attract consumer inquiries regarding cosmetic surgery information and
services. The Internet is increasingly the medium of choice for people seeking
healthcare information, and we believe that IdealMe.com will position us to
attract consumer inquiries regarding cosmetic surgery procedures. We intend to
build a network of websites from our library of plastic surgery related
proprietary domain names in order to capture a broader number of plastic surgery
inquiries and information searches. Each website will have its own set of
relevant keywords intended to be within a broad topic inquiry search in plastic
surgery, ranging from procedures and products to services.

Continue to improve and enhance our services. We intend to assist our
allied surgeons in introducing new or additional services such as hair removal
and skin care. We expect these services to serve as a cross-selling opportunity
for our allied surgeons. We also intend to continue to develop programs to
enable our allied surgeons to increase the profitability of their practices. We
intend to update and expand the content on our consumer and surgeon websites and
implement new technologies to enhance the quality of services we provide for
surgeons and consumers.

THE FOUNDING ALLIED PRACTICES

The 33 founding allied practices include 39 Board certified and one Board
eligible and one certified by the Canadian Board of Plastic Surgery plastic
surgeons operating 43 offices located in 23 metropolitan markets. The founding
practices generated combined revenue of approximately $44.2 million in 1998.
Approximately 75% of this revenue was generated from cosmetic surgery
procedures. We believe that each of the founding practices is a leading practice
in its market. We selected the founding practices based upon a variety of
factors, including:

- Board certification, licensing and good standing of allied surgeons;

- Practice size, historical financial performance and potential for future
growth;

- Geographic location; and

- Reputation among local consumers and peers within the plastic surgery
industry.

The following table sets forth the number of surgeons and locations of our
founding allied surgeons.

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
METROPOLITAN MARKET SURGEONS OFFICES
- ------------------- --------- ---------
<S> <C> <C>
California
Los Angeles............ 4 6
San Francisco.......... 1 1
Colorado
Denver................. 5 4
District of Columbia .... 2 2
Florida
Ft. Myers.............. 2 3
Orlando................ 2 2
Miami.................. 1 2
Georgia
Atlanta................ 1 1
Hawaii
Honolulu............... 1 3
Kansas
Kansas City............ 1 1
Maryland
Baltimore.............. 2 2
</TABLE>

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
METROPOLITAN MARKET SURGEONS OFFICES
- ------------------- --------- ---------
<S> <C> <C>
Maine
Portland............... 1 1
New York
New York............... 3 5
North Carolina
Raleigh................ 1 1
Ohio
Cincinnati............. 1 1
Cleveland.............. 2 1
Oklahoma
Oklahoma City.......... 1 1
Oregon
Portland............... 1 1
Pennsylvania
Philadelphia........... 4 1
Texas
Amarillo............... 1 1
Austin................. 2 1
Houston................ 1 1
Virginia
Virginia Beach......... 1 1
---- ---
41 43
==== ===
</TABLE>

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<PAGE> 34

OPERATIONS

We will make available support and services to the allied practices,
including administrative and back office functions, purchasing, marketing,
training and patient education programs. We intend to offer to the allied
surgeons a variety of operating procedures and systems designed to improve the
productivity and increase the revenue of each allied practice and to achieve
economies of scale, such as:

- national group purchasing contracts for medical and office supplies and
equipment, implants and pharmaceuticals;

- centralized payroll processing and employee benefits packages;

- appropriate credit and collection policies to accommodate specific needs
of the target market of each allied practice;

- patient flow and work flow enhancements from physical improvements in
design of facilities to increase the number of patients seen and the
productivity of the allied surgeons; and

- promotional programs to include newsletters, direct mail, seminars and
patient financing to expand the allied surgeon's patient base.

We intend to institute operating efficiencies and economies on a per market
or per allied practice basis after thorough analysis, including review of work
flow, patient flow, aged accounts receivable history, facilities, employee work
load and productivity, and employee and patient satisfaction.

GOVERNMENT REGULATION

Overview. The health care industry is highly regulated, and there can be
no assurance that the regulatory environment in which we operate will not change
significantly and adversely in the future. In general, regulation of health care
providers and companies is increasing.

Every state imposes licensing requirements on medical doctors and on their
facilities and services. In addition, many states require regulatory approval,
including certificates of need, before establishing certain types of health care
facilities, offering certain services or making expenditures in excess of
statutory thresholds for health care equipment, facilities, or programs. The
execution of a business services agreement with an allied practice currently
does not require any health care regulatory approval on our part or on the part
of the allied practice. However, in connection with the expansion of existing
operations and the entry into new markets, we and our allied practices may
become subject to additional regulation.

Health Care Regulations. Federal and state laws regulate the health care
industry, the relationships between practice management companies such as us and
physicians, and the relationships among physicians and other providers of health
care services.

Corporate Practice of Medicine. The laws of many states prohibit
corporations and other entities that are not owned entirely by medical doctors
from employing medical doctors, having control over clinical decisions, or
engaging in other activities deemed to constitute the practice of medicine. We
will contract with professional associations, which will be owned by one or more
medical doctors and which in turn will employ or contract with physicians and
other health care providers to provide professional services. We will perform
only non-professional services, will not represent to the public that we provide
medical services, and will not exercise influence or control over the practices
of the medical doctors employed by the professional associations. The business
services agreements and consulting agreements specifically provide that all
decisions required by law to be made by licensed physicians or other licensed
professionals shall be made by those individuals. While certain shareholders of
managed professional corporations that practice medicine may also be involved in
company management, they act independently when making decisions on behalf of
their professional corporations and we will have no right, and will not attempt
to exercise any right, to control those decisions.

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<PAGE> 35

Fee-Splitting and Anti-kickback Laws

State Law. Many states prohibit "fee-splitting" by physicians with any
party except other physicians in the same professional practice association. In
most cases, these laws have been construed as applying to the payment of a
portion of a fee to another person for referring a patient or otherwise
generating business and not to prohibit payment of reasonable compensation for
facilities and services, other than the generation of referrals, even if the
payment is based on a percentage of the practice's revenues. In addition, most
states have laws prohibiting the payment or receipt of any remuneration that is
intended to induce referrals for health care products or services. For example,
the Florida fee-splitting law prohibits the payment or receipt of any
commission, bonus, kickback, or rebate, or engaging in any split-fee arrangement
in any form for patient referrals to providers of goods or services. According
to a Florida court of appeals decision interpreting this law, it does not
prohibit a management fee that is based on a percentage of gross income of a
professional practice if the manager does not refer patients to the practice.
Other states, such as New York, have fee-splitting statutes that have been
interpreted to prohibit any compensation arrangement that is based on a
percentage of physicians' revenue.

Federal Law. The fraud and abuse provisions of the Medicare and Medicaid
statutes prohibit the payment or receipt of any remuneration in return for the
referral of patients covered by federally funded health care programs such as
Medicare and Medicaid, or in return for purchasing, leasing, ordering, or
arranging for the purchase, lease or order of any product or service that is
covered by such programs, and impose significant penalties for false or improper
billings under such programs. In addition, under legislation known as the "Stark
Bill," physicians' referrals for certain designated health services to entities
with which they have a financial relationship are prohibited unless certain
exceptions apply. Violations of these laws may result in substantial civil or
criminal penalties, including exclusion from participation in the Medicare and
Medicaid programs, or recoveries of prior payment.

The several laws described above have civil and criminal penalties and have
been subject to judicial and regulatory interpretation. They are enforced by
regulatory agencies vested with broad discretion in interpreting them. Our
agreements and proposed activities have not been examined by federal or state
authorities under these laws and regulations. Currently, we are not a separate
provider of Medicare or state health program reimbursed services. Although we
believe that our operations and those of our allied practices will be conducted
so as to comply with all of the foregoing laws, there can be no assurance that
these operations will not be successfully challenged as violative of one or more
such laws. In addition, these laws and their interpretation vary from state to
state. The regulatory framework of certain jurisdictions may limit our expansion
into, or ability to continue operations within, such jurisdictions if we are
unable to modify our operational structure to conform with such regulatory
framework. Any limitation on our ability to expand could have an adverse effect
on us. See "Risk Factors-Government Regulation May Detrimentally Affect Us."

Impact of Healthcare Reform. The United States Congress has considered
various healthcare reform proposals, including comprehensive revisions to the
current healthcare system. It is uncertain what legislative proposals will be
adopted in the future or what actions federal or state legislatures or
third-party payors may take in anticipation of or in response to any healthcare
reform proposals or legislation. Changes in the healthcare industry, such as the
growth of managed care organizations or provider networks, may result in lower
payment levels for the services of the allied surgeons and lower revenues for
us.

Internet Regulation. There are an increasing number of laws and
regulations pertaining to the Internet. In addition, a number of legislative and
regulatory proposals are under consideration by federal, state, local and
foreign governments and agencies. Laws or regulations may be adopted with
respect to the Internet relating to liability for information retrieved from or
transmitted over the Internet, online content regulation, visitor privacy,
taxation and quality of products and services. Moreover, the applicability to
the Internet of existing laws governing issues such as intellectual property
ownership and infringement, copyright, trademark, trade secret, obscenity,
libel, employment and personal privacy is uncertain and developing. Any new
legislation or regulation, or the application or interpretation of existing laws
may have an adverse effect on our Internet business. In addition to Internet
regulation, our websites may be subject to numerous state and

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<PAGE> 36

federal laws that govern the delivery of healthcare services and goods in the
United States. These laws range from laws prohibiting the offer, payment or
receipt of remuneration to induce referrals to entities providing healthcare
services and goods to licensure requirements as well as special protection for
healthcare data. These laws are complex and are under constant revision and
interpretation. These laws and their active enforcement, particularly in the
areas of healthcare fraud, affect the way all healthcare providers structure
their business relationships and deliver healthcare services and goods. New
developments in this area could affect the structure and operation of our
Internet business. In the event some state or federal regulatory agency
determined that our relationship with one or more of our advertisers that
deliver healthcare services or goods violate any such laws, then we could be
subjected to fines and other costs and could be required to revise or terminate
that portion of our business.

Liability for Information Retrieved from Our Websites and from the
Internet. Content may be accessed on our websites and this content may be
downloaded by visitors and subsequently transmitted over the Internet. This
could result in claims against us based on a variety of theories, including
defamation, practicing medicine without a license, malpractice, obscenity,
negligence, copyright or trademark infringement or other theories based on the
nature, publication and distribution of this content. Some of these types of
claims have been brought, sometimes successfully, against providers of Internet
services in the past. In addition, we may be subject to claims alleging that, by
directly or indirectly providing links to other websites, we are liable for
copyright or trademark infringement or the wrongful actions of third parties
through their respective websites. Any claims brought against us in this respect
may have a material and adverse effect on our business.

Domain Names. Domain names are Internet "addresses." The current system
for registering, allocating and managing domain names has been the subject of
litigation, including trademark litigation, and of proposed regulatory reform.
We have registered IdealMe.com, ThePlasticSurgeryCo.com and approximately 25
additional domain names. There can be no assurance that our domain names will
not lose their value, or that we will not have to obtain entirely new domain
names in addition to or in lieu of our current domain names if reform efforts
result in a restructuring of the current system.

Jurisdiction. Due to the global nature of the Internet, it is possible
that, although transmissions by us over the Internet originate primarily in the
United States, the governments of states and foreign countries might attempt to
regulate our transmissions or prosecute us for violations of their laws. These
laws may be modified, or new laws enacted, in the future. Any of the foregoing
developments could have a material adverse effect on our business, results of
operations and financial condition. In addition, as our service is available
over the Internet in multiple states and foreign countries, these jurisdictions
may claim that we are required to qualify to do business as a foreign
corporation in each state or foreign country. We have not qualified to do
business as a foreign corporation in every jurisdiction. Our failure to qualify
as a foreign corporation in a jurisdiction where we are required to do so could
subject us to taxes and penalties and could result in our inability to enforce
contracts in such jurisdictions. Any new legislation or regulation, the
application of laws and regulations from jurisdictions whose laws do not
currently apply to our business, or the application of existing laws and
regulations to the Internet and other online services could have a material
adverse effect on our business, financial condition, and results of operations.

COMPETITION

There are several companies that affiliate with physicians in the area of
plastic surgery, and we realize that additional entities may enter this market.
We intend to capitalize on the reputations and relationships of the founding
practices and their allied surgeons to assist us in affiliating with additional
plastic surgery practices. Based on our preliminary review and analysis of, and
discussions with, the founding practices, we believe that our emphasis on high
quality patient care and our business, marketing, technological and practice-
growth support systems will encourage plastic surgeons to affiliate with us.

The business of providing plastic surgery services is highly competitive in
each market in which the allied surgeons operate. Allied surgeons compete with
plastic surgeons that maintain single offices or operate a single satellite
office, as well as with plastic surgeons that maintain group practices or
operate in multiple offices. Allied surgeons also compete with general surgeons
and dermatologists and ophthalmologists who provide

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<PAGE> 37

certain plastic surgery services. The provision of plastic surgery services by
such general practitioners and dermatologists has increased in recent years. We
believe that with the operations and growth strategies outlined above, the
allied surgeons will continue to be leaders in their respective markets.

We are aware of several entities that provide healthcare information
through the Internet. These entities will compete with our efforts to provide
relevant healthcare information to the Internet consumer and establish brand
loyalty to their websites. All of these companies compete with us for visitor
traffic. We expect competition to continue to increase as there are no
substantial barriers to entry in our market. Increased competition could result
in reductions in fees we receive for subscription services, reduced visitor
traffic to our website, or loss of market share. Any of these occurrences could
materially and adversely affect our business, financial condition and results of
operations. Competition is also likely to increase significantly, not only as
new entities enter the market, but also as current competitors expand their
services. Our principal competitors in the Internet sector of our business are
Onhealth, HealthOasis, Intelihealth, iVillage, Thrive Online, Mediconsult and
WebMD.

SEASONALITY

The allied practices typically experience a significant decrease in demand
for and revenue from cosmetic surgery procedures during July and August.

EMPLOYEES

As of March 31, 1999, we had 8 employees. Upon completion of the
acquisitions of the founding practices, we will employ an aggregate of
approximately 175 full-time and approximately 100 part-time employees. None of
our employees are covered by a collective bargaining agreement. We consider our
relationship with our employees to be good.

INTELLECTUAL PROPERTY

We have not applied for federal registration of the service mark "The
Plastic Surgery Company." We intend to use this name in our marketing and
advertising campaigns in order to associate the name The Plastic Surgery Company
with a reputation for nationwide quality plastic surgery care.

LITIGATION AND INSURANCE

We are not a party to any pending litigation that if adversely determined
would have a material adverse effect on our operations. Many of the founding
practices have pending litigation arising in the ordinary course of business.
Each allied surgeon must disclose all pending material litigation relating to
his practice in his acquisition agreement. In a stock purchase or merger
transaction, we will assume the liabilities of the practice prior to the
transaction relating to litigation. We intend to vigorously defend any and all
litigation. We maintain general liability insurance for us and on behalf of our
allied practices. We believe that, where permitted by applicable law and
insurers, we will be named as an additional insured under the policies of the
allied practices. The allied surgeons maintain professional liability insurance
covering the delivery of health services. Also, we are indemnified under the
business services agreements for liabilities we incur as a result of the
performance of medical services by allied surgeons. Successful malpractice
claims against allied practices could have an adverse effect on our
profitability. While we believe we have adequate liability insurance coverage,
there can be no assurance that a pending or future claim or claims will not be
successful or, if successful, will not exceed the limits of available insurance
coverage. There can also be no assurance that coverage will continue to be
available at acceptable costs and on favorable terms.

FACILITIES

We lease approximately 2,900 square feet of office space in Santa Barbara,
California for our headquarters and approximately 2,600 square feet of office
space in Atlanta, Georgia.

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MANAGEMENT

The following table sets forth the age and position of each of our
executive officers and directors:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Jonathan E. Wilfong........................ 50 Chairman of the Board
Dennis E. Condon(1)........................ 50 President, Chief Executive Officer and
Director
Gunnar Sundstrom........................... 53 Chief Financial Officer
David H. Challoner......................... 39 Chief Development Officer
Patricia A. Altavilla...................... 41 Executive Vice President of Marketing and
Business Planning
Robert A. Ersek, M.D., F.A.C.S.(1)......... 60 Director
Richard A. Mladick, M.D., F.A.C.S.(1)...... 64 Director
John C. Schantz, M.D., F.A.C.S.(1)......... 56 Director
W. Grant Stevens, M.D., F.A.C.S.(1)........ 45 Director
</TABLE>

- ---------------

(1) Agreed to serve as directors upon the closing of the offering.

EXECUTIVE OFFICERS AND DIRECTORS

Jonathan E. Wilfong, Chairman of the Board. Mr. Wilfong is our founder and
served as our Chief Executive Officer until June 1998, and has served as
Chairman of the Board of Directors since 1997. From June 1996 to May 1997, Mr.
Wilfong served as a consultant for OrthAlliance, Inc., a public company which
provides business development services to orthodontic practices, and from May
1997 to May 1999 he served as Chairman of the Board of OrthAlliance, Inc. and
continues to serve as a director. In 1996, Mr. Wilfong founded Newfound Capital
Associates, an investment banking advisory firm. Mr. Wilfong is a Certified
Public Accountant, and from 1983 to 1996 was a partner with Price Waterhouse LLP
in Atlanta, Georgia and Greenville, South Carolina where he worked primarily
with high growth companies.

Dennis E. Condon, President, Chief Executive Officer and Director. Mr.
Condon has served as our President and Chief Executive Officer since June 1998
and will be appointed a director immediately upon the closing of the offering.
From 1984 until joining us, Mr. Condon was employed by Mentor Corporation, an
international supplier of medical products and technology, serving from 1991 to
1998 as President of the Mentor's medical device division specializing in
aesthetic surgery implants and electromechanical medical instrumentation.

Gunnar Sundstrom, Chief Financial Officer. Mr. Sundstrom has served as
Chief Financial Officer since May 1999. From 1992 to 1999, Mr. Sundstrom was
employed by Mentor's medical device division, serving as Vice President and
Controller since 1996.

David H. Challoner, Chief Development Officer. Mr. Challoner joined us as
Chief Development Officer in October 1997. From August 1994 to September 1997,
Mr. Challoner directed the start-up of Rejuve, Inc., a cosmetic laser center
company, and served as its Chief Development Officer. From 1993 to 1994, Mr.
Challoner founded and was President of Ocupro, Inc., an ophthalmology practice
management company. In December 1994, Ocupro merged with Equivision, Inc.
(subsequently Equimed, Inc.) and Mr. Challoner served in a development capacity
for Equimed, Inc., until July 1996.

Patricia A. Altavilla, Executive Vice President of Marketing and Business
Planning. Ms. Altavilla has served as our Vice President of Marketing and
Business Planning since August 1998. From 1984 to 1998, Ms. Altavilla was
employed by Mentor, serving as Vice President of Marketing since 1993.

Robert A. Ersek, M.D., F.A.C.S., Director. Dr. Ersek has agreed to serve
as and will be appointed a director immediately upon the closing of the
offering. Dr. Ersek has been practicing plastic surgery in Austin, Texas since
1978. In 1996, he formed Personique, Inc., a company focusing on patient
orientation procedures.

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<PAGE> 39

Dr. Ersek is the former President of both the Austin Plastic Surgery Society and
the Lipoplasty Society of Board Certified Plastic Surgeons of North America.
Since 1970, he has served as the Medical Director and a member of the Board of
Directors of Genetic Laboratories Wound Care, a wound care product manufacturing
company, now a wholly-owned subsidiary of Derma Science. Dr. Ersek is a member
of the American Medical Association, a fellow of the American College of
Surgeons and the American Board of Plastic Surgery, American Society of Plastic
and Reconstructive Surgeons, and American Aesthetic Surgery Society. Dr. Ersek
received his M.D. in 1966 from Hahnemann University Medical School, performed an
internship and general surgery residency at the University of Minnesota, a
residency in plastic surgery at Tulane University and a fellowship in plastic
surgery at the University of Mississippi.

Richard A. Mladick, M.D., F.A.C.S., Director. Dr. Mladick has agreed to
serve as and will be appointed a director immediately upon the closing of the
offering. Dr. Mladick has been practicing plastic surgery since 1968 and founded
and serves as director of Plastic Surgery Center, Inc., a founding practice in
Virginia Beach, Virginia. Dr. Mladick is a former President of the Virginia
Society of Plastic and Reconstructive Surgeons. He received his M.D. from
Northwestern University Medical School in 1959 and completed residency in
plastic surgery from Duke University Medical Center in 1968.

John C. Schantz, M.D., F.A.C.S., Director. Dr. Schantz has agreed to serve
as and will be appointed a director immediately upon the closing of the
offering. Dr. Schantz founded Plastic Surgery Associates, P.C., a founding
practice, in Lancaster, Pennsylvania in 1978. He currently serves as the Chief
of the Division of Plastic Surgery at Lancaster General Hospital and serves on
the active staff of HealthSouth Surgery Center of Lancaster. He is a member of
the Governing Board, Department of Surgery and serves as Chairman, Surgical
Practice Council at the Lancaster General Hospital. He is a member of the
American Society of Plastic and Reconstructive Surgeons and a fellow of the
American College of Surgeons. Dr. Schantz received his M.D. in 1971 from
Hahnemann Medical College and completed his residency training at the Hershey
Medical Center, Hershey, Pennsylvania.

W. Grant Stevens, M.D., F.A.C.S., Director. Dr. Stevens has agreed to
serve as and will be appointed a director immediately upon the closing of the
offering. Dr. Stevens has served as President of W. Grant Stevens, M.D., Inc.
(d/b/a/ Plastic Surgery Associates), a founding practice in Marina Del Ray,
California, since 1988. Dr. Stevens is a Board Certified Diplomate of the
American Board of Plastic Surgery and is a member of the American Society of
Plastic and Reconstructive Surgeons, The American Society of Aesthetic Plastic
Surgery, the California Society of Plastic Surgeons, as well as several other
professional societies. Dr. Stevens is also on the clinical faculty at U.C.L.A.
Dr. Stevens served as Chairman of the Department of Surgery and was on the
Medical Executive Committee at Daniel Freeman Marina Hospital from 1989 through
1996. Dr. Stevens is an editorial advisory board member of Cosmetic Surgery
Times, Plastic Surgery Products, and Wounds: A Compendium of Current Research
and Practice. Dr. Stevens received his M.D. with honors in 1980 from the
Washington University School of Medicine in St. Louis, Missouri, where he also
completed his plastic surgery training. Dr. Stevens also received the Special
Congressional Certificate of Recognition and the Distinguished Service Citation
from the Medical Board of California.

BOARD OF DIRECTORS

Classification of Board of Directors. Our board of directors is divided
into three classes, which consist, as nearly as practicable, of one-third of the
total number of directors serving on the board. The board may have up to nine
members and is currently composed of one member. Immediately prior to the
closing of the acquisitions of the founding practices, the board will be
expanded to eight members. The members of each class serve staggered three-year
terms. The initial term of class I expires at the annual shareholders' meeting
in 2000, the initial term of class II expires at the annual shareholders'
meeting in 2001, and the initial term of class III expires at the annual
shareholders' meeting in 2002. Drs. Mladick and Schantz will be members of class
I, Drs. Ersek and Stevens will be members of class II; and Mr. Wilfong is, and
Mr. Condon will be members of class III.

Directors appointed will serve until their respective successors are
elected and qualified. At each annual meeting of shareholders, or at a special
meeting of shareholders called for purposes that include the election of

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<PAGE> 40

directors, directors will be appointed to succeed those in the class whose terms
then expire, with each director so appointed to serve for a term of three years.

Additional Directorships, Vacancies and Removal of Directors. The board is
authorized to create additional directorships and abolish any vacant
directorships. Newly created directorships and vacancies may be filled by a
majority vote of the remaining directors then in office, to hold office until
the next annual meeting of shareholders, and until their successors shall be
appointed and qualified. Our bylaws provide that directors may be removed with
or without cause by the shareholders only at a shareholders' meeting for which
notice of the removal action has been given. The directors elected by a
particular voting group may be removed only by the shareholders in that voting
group.

BOARD COMMITTEES

The board has an executive committee, a nominating committee, an audit
committee and a compensation committee. The executive committee is authorized to
take all action which may be delegated by the board under Georgia law. The
nominating committee recommends candidates for election to the board, examines
the performance of incumbent directors and makes recommendations concerning the
retention of directors. The audit committee recommends the annual appointment of
the company's auditors, with whom the audit committee reviews the scope of audit
and non-audit assignments and related fees, accounting principles used by the
company in financial reporting and the adequacy of the company's internal
control procedures. The compensation committee administers the Employee Stock
Plan. See "-- Stock Plans -- Administration." The compensation committee also
has the responsibility for reviewing and approving salaries, bonuses and other
compensation including benefits of executive officers.

DIRECTOR COMPENSATION

Members of the board are reimbursed for their out-of-pocket expenses for
each meeting attended, but otherwise serve without cash compensation. We have
adopted the 1998 Non-Employee Director Stock Plan, pursuant to which each
non-employee director receives a nondiscretionary grant to purchase 5,000 shares
of common stock upon his or her election or appointment to the board and, if
serving as a non-employee director following the annual meeting each year, an
additional non-discretionary grant for the purchase of 5,000 shares of common
stock. See "-- Stock Plans -- Non-Employee Director Plan."

COMPENSATION COMMITTEE INTERLOCKS

We did not have a compensation committee prior to the offering. Prior to
the offering, the Board (Mr. Wilfong) determined executive compensation. None of
our executive officers serve as a member of a compensation committee or as a
director of any entity of which our directors serve as an executive officer.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

In accordance with Georgia law, our Articles of Incorporation provide that
no director will be personally liable for breach of fiduciary duty as a director
except for

- any appropriation, in violation of the director's duties, of any
business opportunity of the company;

- acts or omissions that involve intentional misconduct or a knowing
violation of the law;

- liabilities that relate to unlawful payments of dividends and
unlawful stock repurchases and redemptions; or

- any transaction from which the director derived an improper personal
benefit.

This provision does not eliminate a director's fiduciary duties; it merely
eliminates the possibility of damage awards against a director personally which
may be occasioned by certain unintentional breaches, including situations that
may involve grossly negligent business decisions, by the director of those
duties. The provision has no effect on the availability of equitable remedies,
such as injunctive relief or rescission, which might be necessitated by a
director's breach of his or her fiduciary duties. However, equitable remedies
may not be

38
<PAGE> 41

available as a practical matter where transactions, such as merger transactions,
have already been consummated. The inclusion of this provision in our Articles
of Incorporation may have the effect of reducing the likelihood of derivative
litigation against directors, and may discourage or deter shareholders or
management from bringing a lawsuit against directors for breach of their duty of
care, even though such an action, if successful, might otherwise have benefitted
us and our shareholders.

Our Bylaws provide that we shall indemnify and hold harmless each of our
directors, officers, employees and agents to the extent that he or she is or was
a party, or is threatened to be made a party, to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that such person is or was our director,
officer, employee or agent, against any expenses, judgments, fines and amounts
paid in settlement in connection with such action, suit or proceeding; provided,
however, that no indemnification shall be made for:

- any appropriation, in violation of the director's duties, of any business
opportunity of the company;

- acts or omissions that involve intentional misconduct or a knowing
violation of the law;

- any liability that relates to unlawful payments of dividends and unlawful
stock repurchases and redemptions; or

- any transaction from which the director derived an improper personal
benefit.

Our Bylaws provide that we shall have the power to purchase and maintain
insurance on behalf of any of our directors, officers, employees or agents
against any liability asserted against and incurred by such person in any such
capacity, whether or not we have the power to indemnify such person against such
liability at that time under our Articles of Incorporation or Bylaws.

EXECUTIVE COMPENSATION

The following table sets forth information with respect to all compensation
paid or accrued in the fiscal years ended December 31, 1997 and 1998, for
services rendered in all capacities to us by our Chief Executive Officer and
other officers earning in excess of $100,000. We were incorporated in April 1997
and did not conduct any operations prior to that time.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------
OTHER ANNUAL
YEAR SALARY(1) BONUS(2) COMPENSATION(3)
---- --------- -------- ---------------
<S> <C> <C> <C> <C>
Dennis E. Condon................................... 1998 $100,000 $ 30,000 $ --
President, Chief Executive Officer
and Director
Jonathan E. Wilfong................................ 1998 264,750 150,000 --
Chairman of the Board, former Chief Executive 1997 187,250 -- --
Officer
David H. Challoner................................. 1998 195,000 -- 900
Chief Development Officer 1997 52,500 -- --
</TABLE>

- ---------------

(1) Includes total accrued and unpaid salary of $16,666 for Mr. Condon, $316,000
for Mr. Wilfong and $124,500 for Mr. Challoner and amounts paid under
consulting agreements. See "Certain Transactions."

(2) All bonus amounts are accrued and unpaid.

(3) Represents health insurance premium reimbursements.

OPTION GRANTS DURING LAST FISCAL YEAR

The following table sets forth certain information with respect to stock
options granted to each of the Named Executive Officers during 1998, including
the potential realizable value over the 10 year term of the

39
<PAGE> 42

options based on assumed rates of stock appreciation of 5% and 10%, compounded
annually. These assumed rates of appreciation comply with the rules of the SEC
and do not represent the Company's estimate of future stock price. Actual gains,
if any, on stock option exercises will be dependent on the future performance of
the common stock. In 1998, the Company granted options to acquire up to an
aggregate of 50,400 shares to employees, all under the Company's Stock Option
Plan and all at an exercise price equal to not less than the fair market value
of the common stock on the date of grant as determined in good faith by the
board of directors.

<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
--------------------------------------------------- VALUE AT ASSUMED
NUMBER ANNUAL RATES OF
OF PERCENT OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTIONS TERMS
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ------------------
NAME GRANTED FISCAL 1998 SHARE DATE 5% 10%
- ---- ---------- ------------- --------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Dennis E. Condon(1)................. 33,600 67% $8.93 6-15-03 $82,884 $183,153
</TABLE>

- ---------------------

(1) Does not reflect options to purchase 300,000 shares of common stock to be
granted with the closing of the offering with an exercise price equal to the
initial public offering price.

No Named Executive Officer exercised any stock option during the fiscal
year ended December 31, 1998. The following table sets forth certain information
regarding stock options held as of December 31, 1998 by the Named Executive
Officers. The "Value of Unexercised In-the-Money Options at December 31, 1998"
is based upon a value of $11.00 per share, the assumed offering price, minus the
per share exercise price, multiplied by the number of shares underlying the
option.

<TABLE>
<CAPTION>
FISCAL YEAR-END OPTION VALUES
----------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT DECEMBER 31, 1998 AT DECEMBER 31, 1998
---------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Dennis E. Condon............................... 33,600 -- $ 69,552 --
</TABLE>

EMPLOYMENT AGREEMENTS

The company has entered into employment agreements with Mr. Condon, Mr.
Challoner, and Ms. Altavilla providing for annual base salaries of $200,000,
$150,000 and $150,000, respectively, with Mr. Condon, Mr. Challoner, and Ms.
Altavilla each being eligible for a cash bonus of up to 30% of his or her base
salary if certain annual financial performance targets are met. Pursuant to the
agreements, the company granted Mr. Condon and Ms. Altavilla options to purchase
33,600 and 16,800 shares of common stock, respectively, at an exercise price of
$8.93 per share with such options vesting on June 15, 1998 and August 1, 1998,
respectively. Additionally, the company will grant at the closing of the
offering options for the purchase of common stock to each of Mr. Condon, Mr.
Challoner, and Ms. Altavilla for 300,000, 150,000 and 150,000, shares
respectively at the price to the public in the offering with 20% of these
options vesting upon the effective date of the offering and the remainder
vesting 20% per year on each of the first four anniversary dates of the
offering. Each of these employment agreements is for an initial term of five
years with an automatic renewal for successive one year terms unless prior
notice of termination is provided. The company may terminate an employment
agreement for cause, without cause upon 30 days prior written notice, or upon
death or disability of the employee. The employee may terminate the employment
agreement within 120 days after a constructive termination (as defined therein).
If the employee's employment is terminated by the company without cause, by the
employee within 120 days following a constructive termination, or upon
occurrence of a change in control, we will pay the employee on the date of
termination: (a) severance pay in the amount of two times annual base salary,
(b) base salary accrued but unpaid from the last monthly payment date to the
date of termination, (c) specified expense reimbursements, (d) a pro-rata
portion of the annual maximum bonus for the year in which the termination

occurs, and (e) two times the amount of the bonus actually earned

40
<PAGE> 43

for the prior calendar year, or if the termination occurs during the first year
of employment, two times the pro-rata portion of the annual maximum bonus for
the first year.

We have entered into an employment agreement with Mr. Sundstrom providing
for an annual base salary of $130,000. Mr. Sundstrom is also eligible for a
bonus of $15,000 upon the closing of the offering. Under the agreement, Mr.
Sundstrom will receive 100,000 options for the purchase of the common stock at
the price to the public in the offering. Twenty percent of these options will
vest on the closing of the offering, with the remainder vesting 20% per year on
each anniversary date of the offering. The termination provisions of the
agreement are the same as those discussed above for the other agreements.

Each agreement prohibits the employee from competing with us for a period
of two years following termination of employment.

STOCK OPTION PLANS

We have adopted the 1998 Employee Stock Option Plan and the 1998
Non-Employee Director Stock Plan. We intend to register the shares of common
stock issuable upon exercise of options granted under these plans. Upon
registration, such shares will be eligible for resale in the public market,
subject to applicable rules and regulations of the Securities Act.

1998 Employee Stock Option Plan. The board has adopted and the
shareholders have approved the 1998 Employee Stock Option Plan. Awards under the
employee plan are to be determined by the compensation committee and granted to
officers and employees as incentive or non-incentive stock options. The employee
plan may be terminated by the board at any time.

One million shares of common stock are reserved for issuance pursuant to
the employee plan, subject to certain anti-dilution provisions. Options for the
purchase of 655,000 shares of common stock will be granted at the closing of the
offering to certain officers and employees at an exercise price equal to the
price to the public in the offering. These options will vest 20% upon the
closing of the offering, with the balance vesting 20% per year on the first
through fourth anniversary dates of the date of grant. The options expire five
years from the date of grant. Mr. Condon and Ms. Altavilla were granted
non-qualified options under the employee plan for the purchase of 33,600 and
16,800 shares of common stock, respectively, at an exercise price of $5.00 per
share. These options vest 100% upon the effective date of their respective
employment agreements. See "Management -- Employment Agreements."

1998 Non-Employee Director Stock Plan. The board has adopted and the
shareholders have approved the 1998 Non-Employee Director Stock Plan. Awards
under this plan are to be granted to non-employee directors to purchase shares
of our common stock.

Two hundred thousand shares of common stock are reserved for issuance to
the non-employee directors under the director plan. Each person who is elected
or appointed a non-employee director will be granted a nondiscretionary option
to purchase 5,000 shares of common stock at the time of his or her election or
appointment. Beginning in 2000, each person who continues to serve as a
non-employee director following the annual meeting each year will receive a
nondiscretionary option to purchase 5,000 shares of common stock. Options issued
to non-employee directors under this plan will be non-qualified stock options,
and will expire ten years from the date of the grant. The exercise price will be
equal to the average closing bid price for the five trading days before election
or appointment of the director. Options issued to non-employee directors become
exercisable on the first anniversary of the date of the grant.

Administration of the Stock Option Plans. The employee plan will be
administered by the compensation committee of the board. The director plan is
self-governing. Under the employee plan, the compensation committee will
determine who will receive, and the times at which, awards are granted, the
types of awards granted, and all other terms and conditions of the awards. Under
the employee plan, the compensation committee must consist of at least two
directors, and for grants of options or awards to any persons subject to Section
16 of the Exchange Act, the committee must consist of at least two directors who
are non-employee directors under Rule 16b-3.

41
<PAGE> 44

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of common stock as of June 24, 1999 and as adjusted to reflect the
completion of this offering by:

- each of our directors and executive officers;

- all of our directors and executive officers as a group;

- each shareholder that will sell shares if the underwriters exercise their
overallotment option; and

- each person who is known by us to own beneficially more than 5% of our
common stock.

<TABLE>
<CAPTION>
PERCENTAGE OF
COMMON STOCK
----------------------
NUMBER OF SHARES BEFORE THE AFTER THE
NAME AND ADDRESS BENEFICIALLY OWNED(1) OFFERING OFFERING
- ---------------- --------------------- ---------- ---------
<S> <C> <C> <C>
Jonathan E. Wilfong(2)................................... 1,115,400 24.5% 16.0%
Dennis E. Condon(3)...................................... 232,600 5.7 3.6
Patricia A. Altavilla(4)................................. 84,100 2.1 1.3
David H. Challoner(5).................................... 105,600 2.7 1.7
Gunnar Sundstrom(6)...................................... 20,000 0.5 0.3
William G. Armiger, M.D., F.A.C.S. ...................... 320,884 8.3 5.1
Robert A. Ersek, M.D., F.A.C.S........................... 316,875 8.2 5.1
Richard A. Mladick, M.D., F.A.C.S.(7).................... 69,762 1.8 1.1
W. Grant Stevens, M.D., F.A.C.S.(8)...................... 453,730 11.5 7.2
Robert Garces(9)......................................... 205,800 5.3 3.3
Robert Qualls(10)........................................ 231,240 5.9 3.7
John C. Schantz, M.D., F.A.C.S. ......................... -- 0.0 0.0
All directors and executive officers as a group (9
persons)............................................... 2,398,067 57.1 36.3
</TABLE>

- ---------------

(1) Unless otherwise indicated, the address of each of the beneficial owners
identified is c/o The Plastic Surgery Company, 104 West Anapamu, Suite G,
Santa Barbara, California 93101. Except as otherwise indicated, such
beneficial owners have sole voting and investment power with respect to all
shares of common stock owned by them, subject to community property laws
where applicable.

(2) Includes (i) 392,000 shares of common stock held of record; (ii) 700,000
shares subject to presently exercisable warrants; and (iii) 8,400 shares of
common stock and 15,000 shares subject to presently exercisable warrants
held of record by his wife. Mr. Wilfong disclaims beneficial ownership of
the shares held by his wife.

(3) Includes (i) 14,000 shares of common stock held of record; and (ii) 218,600
shares subject to presently exercisable options.

(4) Includes (i) 9,800 shares of common stock held of record; and (ii) 74,300
shares subject to presently exercisable options.

(5) Includes (i) 19,600 shares of common stock held of record; and (ii) 86,000
shares subject to presently exercisable warrants and options.

(6) Includes 20,000 shares subject to presently exercisable options.

(7) Includes (i) 57,510 shares of common stock held of record; and 12,252
shares subject to presently exercisable warrants.

(8) Includes (i) 363,730 shares of common stock held of record; (ii) 75,000
shares subject to presently exercisable warrants; and (iii) 15,000 shares
subject to presently exercisable warrants held by his wife. Dr. Stevens
disclaims beneficial ownership of the warrants held by his wife.

(9) The business address of Mr. Garces is 3500 Parkway Lane, Suite 310,
Norcross, Georgia 30092.

(10) The business address of Mr. Qualls is 1003 Landfall Way, Johns Island,
South Carolina 29455. Includes (i) 106,350 shares of common stock held of
record; (ii) 70,000 shares subject to presently exercisable warrants; and
(iii) 54,890 shares of common stock held of record by a profit sharing plan
for Mr. Quall's benefit.

42
<PAGE> 45

CERTAIN TRANSACTIONS

Simultaneously with and as a condition to the closing of the offering, we
will acquire certain operating assets of, or the stock of 17 founding practices
in exchange for cash and shares of our common stock, which will be accounted for
under SAB 48, and we will enter into business services agreements with these
founding practices. In addition, we will acquire 16 founding practices which
will be accounted for at the fair value of the assets. Each of these
transactions was individually negotiated by us and each founding practice with
respect to all material terms including, without limitation, valuation. Our
executive officers and Mr. Wilfong negotiated the transactions with the founding
practices. The aggregate consideration to be paid by us to these founding
practices upon closing of the offering is approximately $45.0 million,
consisting of 2,421,362 shares of our common stock and approximately $13.6
million in cash and the delivery of approximately $4.7 million in promissory
notes. The cash portion of the consideration will be paid from proceeds received
by us in the offering. Drs. Ersek, Schantz and Stevens, all of whom will be our
directors, will receive 316,875, 37,181 and 341,330 shares of our common stock,
respectively, and $871,406, $102,248 and $872,445 in cash, respectively, as a
result of the acquisition of the founding practices. The consideration that we
agreed to pay each of the founding practices of Drs. Ersek, Schantz and Stevens
was calculated in the same manner as the consideration for each of the other
founding practices.

The following table provides certain information concerning the
stockholders of the Founding Practices that will be accounted for under SAB 48.

<TABLE>
<CAPTION>
CONSIDERATION TO BE RECEIVED
DEBT AND ---------------------------------------
ASSETS TO BE LIABILITIES CASH VALUE OF NUMBER OF
CONTRIBUTED(1) ASSUMED(1) DISTRIBUTION SHARES SHARES(2)
-------------- ----------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C>
William G. Armiger, M.D.,
F.A.C.S.......................... $ 275,930 $ -- $ 882,431 $ 3,529,723 320,884
Kenneth R. Arthur, M.D.,
F.A.C.S.......................... 1,484 -- 102,248 408,991 37,181
John L. Baeke, M.D................. 95,829 -- 311,499 1,245,998 113,273
Robert A. Ersek, M.D., F.A.C.S..... 127,464 -- 871,406 3,485,625 316,875
Michael S. Flood, M.D., F.A.C.S.... 1,484 -- 102,248 408,991 37,181
Stanley P. Gulin, M.D., F.A.C.S.... 170,937 -- 297,143 1,188,573 108,052
Stiles T. Jewett, Jr., M.D.,
F.A.C.S.......................... 56,723 28,165 89,484 498,763 45,342
John C. Kelleher, Jr., M.D.,
F.A.C.S.......................... 19,917 -- 339,140 1,356,558 123,323
Graham M. Kemsley, M.D., F.R.C.S... 48,654 -- 245,037 980,150 89,150
John L. LeRoy, M.D., F.A.C.S....... 300 -- 60,036 240,144 21,831
Robert V. Mandraccia, M.D.......... 63,195 48,925 129,035 760,764 69,160
Richard M. Nazareth, M.D.,
F.A.C.S.......................... 41,443 -- 304,973 1,219,893 110,899
John C. Schantz, M.D., F.A.C.S..... 1,484 -- 102,248 408,991 37,181
S.L. Schlesinger, M.D., F.A.C.S.... 47,765 75,000 370,475 1,481,900 134,718
Joel B. Singer, M.D., F.A.C.S...... 9,328 -- 201,119 804,478 73,134
Charles W. Spenler, M.D............ 10,545 -- 133,363 533,451 48,496
W. Grant Stevens, M.D., F.A.C.S.... 99,176 52,969 872,445 3,754,626 341,330
Gloria Thomas, M.D................. 28,035 -- 111,343 445,372 40,488
Verne M. Weisberg, M.D.,
F.A.C.S.......................... 5,000 -- 178,856 715,422 65,038
---------- -------- ---------- ----------- ----------
Total.................... $1,104,694 $205,059 $5,704,528 $23,468,414 2,133,491
========== ======== ========== =========== ==========
</TABLE>

- ---------------

(1) Assets to be contributed reflect the historical book value of the assets of
each practice, including their patient receivable balance, as of March 31,
1999.

(2) Assumes an initial public offering price of $11.00, the mid-point of the
estimated initial public offering price range.

Upon the closing of the acquisition of the founding practices, we will
enter into a business services agreement and employment agreement with each of
Drs. Ersek, Schantz and Stevens, substantially on the terms described for such
agreements in "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Business Services Agreements."

43
<PAGE> 46

In June of 1997, we entered into a consulting agreement, which was amended
on September 30, 1998, with Mr. Wilfong, the Chairman of the Board of Directors.
Under his consulting agreement, Mr. Wilfong has agreed to provide us with
financial and general business services, and we have agreed to pay Mr. Wilfong a
consulting fee of $428,000 for such services. This consulting fee is payable in
monthly installments of $8,000, with the balance, net of payments made through
September 30, 1998, payable at the effective date of the offering. From
September 30, 1998 to the earlier of September 30, 1999 or 90 days after the
effective date of the offering, Mr. Wilfong will receive monthly payments of
$8,000. Mr. Wilfong will also receive a bonus accrued and earned in 1998 of
$150,000 payable upon the closing of the offering.

In June of 1997, we entered into a consulting agreement with Robert D.
Garces. Under his consulting agreement, Mr. Garces agreed to provide us with
financial and general business services, and we agreed to pay Mr. Garces a
consulting fee of $428,000 for these services. This consulting fee was payable
in monthly installments of $8,000 through September 30, 1998 and $500 from
September 30, 1998 through the earlier of September 30, 1999 or the effective
date of the offering. The balance, net of these payments, is payable at the
effective date of the offering.

Under a consulting agreement that terminated on September 30, 1998, we paid
Mr. Challoner $110,500 and issued him a warrant to purchase 56,000 shares of
common stock at $4.46 per share, exercisable on or before October 1, 2002. Mr.
Challoner will receive an additional $99,500 upon the closing of the offering.

On May 13, 1999, we sold warrants to purchase 1,390,204 shares of common
stock at an exercise price per share equal to $2.50. The purchase price was $.50
per share. We received cash proceeds of $303,852 from the sale of these
warrants. We received notes from Mr. Wilfong (Chairman of the Board), Mr. Condon
(President and Chief Executive Officer), and Ms. Altavilla (Executive Vice
President of Marketing and Business Planning) in the amount of $350,000, $12,500
and $8,750, respectively, for the $.50 per share purchase price of the warrants.
The notes are full recourse notes that mature three years from the date of
issuance and accrue interest at a rate of 8% per annum. Interest is payable on a
quarterly basis beginning the first quarter after the closing of the offering,
but no later than September 30, 1999. The warrants may be exercised in whole or
in part for a five year term commencing on the date of issuance. The warrants
are not subject to adjustment for stock splits, stock dividends or any other
reorganization of our outstanding stock. We recorded an expense related to the
issuance of these warrants based on the fair value of our common stock on the
date of issuance of $8.93 per share.

We will grant warrants to purchase an aggregate of 146,500 shares of common
stock with an exercise price per share equal to the initial public offering
price, exercisable for a five year term commencing on the closing of the
offering, to the following allied surgeons: 75,000 to Dr. Stevens, who is a
director, for referring allied surgeons to us for affiliation and assisting us
in recruiting of our officers; and 8,750 to Dr. Dinner, 8,750 to Dr. Ellenby,
10,000 to Dr. Jewett, 30,000 to Dr. Schlesinger, 10,000 to Dr. Singer, and 4,000
to Dr. Terino for referring allied surgeons to us for affiliation. We will
record expense related to these warrants at the closing of the offering.

We also issued warrants to individuals not affiliated with us to purchase
an aggregate of 125,000 shares of common stock with an exercise price per share
equal to the initial public offering price, exercisable for a five year term
commencing on the date of the offering, for referring allied surgeons to us. We
will record expense related to these warrants at the closing of the offering.

On May 12, 1999, we issued warrants to purchase 100,000 shares of common
stock to Mr. Condon and warrants to purchase 10,000 shares of common stock to
Ms. Altavilla for an exercise price per share equal to $2.50. The warrants are
not subject to adjustment for split up, stock dividends or any other
reorganization of our outstanding stock. We will record expense related to the
issuance of these warrants based on the fair value of our common stock on the
date of issuance of $8.93 per share.

In June 1999, we agreed to pay to Mr. Condon a cash bonus in the amount of
$75,000 for past services provided. This cash bonus will be paid and recorded as
expense upon the successful completion of the offering.

44
<PAGE> 47

DESCRIPTION OF CAPITAL STOCK

The following summary description of capital stock is not intended to be
complete and is subject to the provisions of the Articles of Incorporation and
Bylaws, copies of which have been included as exhibits to the registration
statement of which this prospectus forms a part, and the applicable provisions
of Georgia law. The following discussion is qualified in its entirety by
reference to such exhibits.

We have authority to issue up to 100,000,000 shares of common stock, no par
value per share. Immediately prior to the date of the offering, 50,400 shares of
common stock were issuable pursuant to outstanding options to purchase common
stock and 1,606,204 shares of common stock were issuable pursuant to warrants to
purchase common stock. As of the completion of the acquisitions of the founding
practices, there will be 6,252,025 shares of common stock issued and
outstanding.

COMMON STOCK

As of June 24, 1999, there were 1,430,663 shares of common stock
outstanding and held of record by 80 shareholders.

Each holder of common stock is entitled to one vote for each share held on
all matters submitted to a vote of shareholders. Holders of common stock are
entitled to such dividends as may be declared from time to time by the board out
of funds legally available therefore, subject to any contractual limitations.
Holders of common stock will participate as one class with respect to any
dividends declared and paid on the stock. There are no redemption, sinking fund,
conversion or preemptive rights with respect to the shares of common stock. The
holders of common stock will share ratably in all assets of the company
remaining after the payment of liabilities in the event of any dissolution,
liquidation, or winding up of the company. All presently issued and outstanding
shares of common stock are fully paid and nonassessable.

PREFERRED STOCK

The Articles of Incorporation authorize the Board of Directors, from time
to time and without any stockholder action or approval, to provide for the
issuance of up to 20,000,000 shares of preferred stock, in one or more series,
and to fix the relative rights and preferences of the shares, including voting
powers, dividend rights, liquidation preferences, redemption rights and
conversion privileges. As of the date hereof, the board has not provided for the
issuance of any series of preferred stock, and there are no agreements or
understandings for the issuance of any preferred stock. Because of its broad
discretion with respect to the creation and issuance of preferred stock without
stockholders approval, the board could adversely affect the voting power of the
holders of common stock and, by issuing shares of preferred stock with certain
voting, conversion and/or redemption rights, could discourage any attempt to
obtain control of us.

WARRANTS

Warrants for the purchase of 1,606,204 shares of common stock have been
issued and are outstanding. The exercise price per share of the warrants is
equal to (a) $4.46 or (b) $2.50 per share. For a more detailed discussion of
these warrants, see "Certain Transactions."

GEORGIA ANTI-TAKEOVER STATUTES

Georgia law restricts certain business combinations with "interested
shareholders" and contains fair price requirements applicable to certain mergers
with certain "interested shareholders" that are summarized below. The
restrictions imposed by these statutes will not apply to a corporation unless it
elects to be covered by these statutes. We have elected to be covered by these
restrictions.

Georgia law regulates business combinations such as mergers,
consolidations, share exchanges and asset purchases where the acquired business
has at least 100 shareholders residing in Georgia and has its principal office
in Georgia, and where the acquiror became an "interested shareholder" of the
corporation, unless either

45
<PAGE> 48

- prior to such time, the board approves either the business combination or
the transaction by which such shareholder became an interested
shareholder,

- in the transaction that resulted in the shareholder becoming an
interested shareholder, the interested shareholder became the beneficial
owner of at least 90% of the outstanding voting stock of the company
which was not held by directors, officers, affiliates thereof,
subsidiaries or certain employee stock option plans of the company, or

- subsequent to becoming an interested shareholder, such shareholder
acquired additional shares resulting in such shareholder owning at least
90% of the outstanding voting stock of the company and the business
combination is approved by a majority of the disinterested shareholders'
shares not held by directors, officers, affiliates thereof, subsidiaries
or certain employee stock option plans of the company.

Under the relevant provisions of Georgia law, a "business combination" is
defined to include, among other things,

- any merger, consolidation, share exchange or any sale, transfer or other
disposition (or series of related sales or transfers) of assets of the
company having an aggregate book value of 10% or more of the company's
net assets (measured as of the end of the most recent fiscal quarter),
with an interested shareholder of the company or any other corporation
which is or, after giving effect to such business combination, becomes an
affiliate of any such interested shareholder,

- the liquidation or dissolution of the company,

- the receipt by an interested shareholder of any benefit from any loan,
advance, guarantee, pledge, tax credit or other financial benefit from
the company, other than in the ordinary course of business, and

- certain other transactions involving the issuance or reclassification of
securities of the company which produce the result that 5% or more of the
total equity shares of the company, or of any class or series thereof, is
owned by an interested shareholder.

An "interested shareholder" is defined by Georgia law to include any person
or entity that, together with its affiliates, beneficially owns or has the right
to own 10% or more of the outstanding voting shares of the company, or any
person that is an affiliate of the company and has, at any time within the
preceding two-year period, been the beneficial owner of 10% or more of the
outstanding voting shares of the company. The restrictions on business
combinations shall not apply to any person who was an interested shareholder
before the adoption of the Bylaws which made the provisions applicable to the
company nor to any persons who subsequently become interested shareholders
inadvertently, subsequently divest sufficient shares so that the shareholder
ceases to be an interested shareholder and would not, at any time within the
five-year period immediately before a business combination involving the
shareholder, have been an interested shareholder but for the inadvertent
acquisition. The statute restricting business combinations is broad in its scope
and is designed to inhibit unfriendly acquisitions.

Georgia law prohibits certain business combinations between a Georgia
corporation and an "interested shareholder" unless (a) certain "fair price"
criteria are satisfied, (b) the business combination is unanimously approved by
the continuing directors, (c) the business combination is recommended by at
least two-thirds of the continuing directors of the company and approved by a
majority of the votes entitled to be cast by holders of common stock, other than
the common stock beneficially owned by the interested shareholder who is a party
to the business combination, or (d) the interested shareholder has been such for
at least three years and has not increased his ownership position in such
three-year period by more than one percent in any twelve-month period. For these
purposes, "business combination" generally includes any merger, asset-sale,
share exchange, or other transaction resulting in a financial benefit to an
interested shareholder, defined to mean a person who is the beneficial owner of
10% or more of the common stock. The fair price statute is designed to inhibit
unfriendly acquisitions that do not satisfy the specified "fair price"
requirements.

46
<PAGE> 49

ANTI-TAKEOVER EFFECTS

The foregoing provisions of the Articles and Bylaws and Georgia law could
discourage potential acquisition proposals and could delay or prevent a change
in control. These provisions are intended to enhance the continuity and
stability of the board and the policies formulated by the board and to
discourage certain types of transactions that may involve an actual or
threatened change in control. These provisions are also designed to reduce our
vulnerability to an unsolicited acquisition proposal and to discourage certain
tactics that may be used in proxy fights. Such provisions, however, may
discourage third parties from making tender offers for our shares. As a result,
the market price of the common stock may not benefit from any premium that might
occur in anticipation of a potential or actual change in control. Such
provisions also may have the effect of preventing changes in our management. The
board is classified into three classes, consisting, as nearly as practicable, of
one-third of the total number of directors serving on the board, which will
total eight (8) directors immediately upon the closing of the offering. The
members of each class will serve staggered one, two and three year terms and,
thereafter, for successive three year terms. This provision for directors' terms
could also discourage potential acquisition proposals and could delay or prevent
a change in control of the company.

TRANSFER AGENT

The transfer agent and registrar for the Common Stock is American Stock
Transfer Company.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common
stock. The market price of our common stock could drop due to sales of a large
number of shares of our common stock or the perception that such sales could
occur. These factors could also make it more difficult to raise funds through
future offerings of common stock.

After this offering, 6,252,025 shares of common stock will be outstanding,
shares if the underwriters exercise their over-allotment options and
shares of common stock will be issuable upon the exercise of
exercisable outstanding options. See "Capitalization." Of these shares, the
2,400,000 shares ( shares if the underwriters exercise their
over-allotment options in full) sold in this offering will be freely tradeable
without restriction under the Securities Act except for any shares purchased by
"affiliates" of the company as defined in Rule 144 under the Securities Act. The
remaining shares are "restricted securities" within the meaning
of Rule 144 under the Securities Act. The restricted securities generally may
not be sold unless they are registered under the Securities Act or are sold
pursuant to an exemption from registration, such as the exemption provided by
Rule 144 under the Securities Act.

Our officers and directors and all shareholders have entered into lock-up
agreements pursuant to which they have agreed not to offer or sell any shares of
common stock for a period of 365 days after the date of this prospectus without
the prior written consent of Cruttenden Roth, on behalf of the underwriters. See
"Underwriting." Also, Cruttenden Roth may, at any time and without notice, waive
these lock-up agreements specified in the underwriting agreements on some
shares. Following the lock-up period, these shares will not be eligible for sale
in the public market without registration under the Securities Act unless such
sales meet the conditions and restrictions of Rule 144 as described below.

In general, under Rule 144 as currently in effect, any person (or persons
whose shares are aggregated), including an affiliate, who has beneficially owned
shares for a period of at least one year is entitled to sell, within any
three-month period, a number of shares that does not exceed the greater of 1% of
the then-outstanding shares of common stock and the average weekly trading
volume in the common stock during the four calendar weeks immediately preceding
the date on which the notice of such sale on Form 144 is filed with the SEC.
Sales under Rule 144 are also subject to certain provisions relating to notice
and manner of sale and the availability of current public information about the
company. In addition, a person (or persons whose shares are aggregated) who has
not been an affiliate of the company at any time during the 90 days immediately
preceding a sale, and who has beneficially owned the shares for at least two
years, would be

47
<PAGE> 50

entitled to sell such shares under Rule 144(k) without regard to the volume
limitation and other conditions described above. The foregoing summary of Rule
144 is not intended to be a complete description.

As soon as practicable following the consummation of this offering, we
intend to file a registration statement under the Securities Act to register the
shares of common stock available for issuance pursuant to its stock option plans
as of the date of this prospectus. See "Management -- Stock Plans." Shares
issued pursuant to these plans after the effective date of such registration
statement will be available for sale in the open market subject to the lock-up
period and, for our affiliates, subject to certain conditions and restrictions
of Rule 144.

48
<PAGE> 51

UNDERWRITING

Subject to the terms and conditions of our underwriting agreement, the
underwriters named below, for whom Cruttenden Roth Incorporated is acting as a
representative, have severally agreed to purchase from us, and we have agreed to
sell to the underwriters, the respective number of shares of common stock set
forth opposite each underwriter's name below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
Cruttenden Roth Incorporated................................
---------
Total.............................................
=========
</TABLE>

Our underwriting agreement provides that the obligations of the
underwriters are subject to certain conditions precedent, including the absence
of any material adverse change in our business, the receipt of certificates,
opinions and letters from our counsel and independent public accountants. The
nature of the underwriters' obligation is such that they are committed to
purchase and pay for all the shares of common stock if any are purchased.

We have been advised by Cruttenden Roth that the underwriters propose to
offer the shares of common stock directly to the public on the terms set forth
on the cover page of this prospectus. The underwriters may allow selected
dealers a concession of not more than $ per share, and the underwriters may
allow, and such selected dealers may reallow, a concession of not more than
$ per share, to other dealers. After the initial public offering of the
shares, the public offering price and other selling terms may be changed by
Cruttenden Roth. No change in such terms shall change the amount of proceeds to
be received by us as set forth on the cover page of this prospectus.

We and selling shareholders have granted an option to the underwriters,
exercisable for a period of 45 days after the date of this prospectus, to
purchase up to an additional 360,000 shares of common stock at the same price
per share as the initial shares to be purchased by the underwriters to cover
overallotments, if any. To the extent that the underwriters exercise this
option, each of the underwriters will be committed, subject to certain
conditions, to purchase such additional shares of common stock in approximately
the same proportion as set forth in the above table.

Cruttenden Roth has advised us that they do not expect any sales of the
shares of common stock offered hereby to be made to discretionary accounts
controlled by the underwriters.

We have agreed to pay Cruttenden Roth a nonaccountable expense allowance
equal to 1% of the aggregate price of the shares of common stock offered hereby
(including with respect to shares of common stock underlying the overallotment
option, if and to the extent it is exercised) set forth on the front cover of
this prospectus. Cruttenden Roth will bear its expenses in excess of the
nonaccountable expense allowance, including legal expenses.

We have agreed to issue to Cruttenden Roth at the closing of the offering
warrants to purchase up to 108,000 shares of common stock at an exercise price
per share equal to 120% of the initial per share public offering price.
Cruttenden Roth's warrants are exercisable for a period of three years beginning
two years from the date of this prospectus.

The holders of Cruttenden Roth's warrants will have no voting, dividend or
other shareholder rights until the warrants are exercised. The terms of the
warrants were established as the result of negotiations between Cruttenden Roth
and us. If the warrants are exercised, Cruttenden Roth realizes additional
compensation. By their terms, the warrants will be restricted from sale,
transfer, assignment or hypothecation, except to persons that are officers of
Cruttenden Roth. The number of shares covered by the warrants and the exercise
price are

49
<PAGE> 52

subject to adjustment to prevent dilution. In addition, we have granted certain
rights to the holders of the warrants to register the warrants and the common
stock underlying the warrants under the Securities Act.

Total compensation to Cruttenden Roth and the underwriters is as follows:

- Commissions -- $ per share of common stock sold;

- Nonaccountable expense allowance -- $ per share of common stock
sold; and

- Warrants to purchase up to 108,000 shares of common stock at 120% of
the per share offering price.

Substantially all of our shareholders have entered into lock-up agreements
with Cruttenden Roth which provide that they will not offer, sell or otherwise
dispose of any common stock for a period of 365 days after the commencement of
the offering without the prior written consent of Cruttenden Roth. Cruttenden
Roth has no present intention to release the locked-up shares prior to
expiration of the 365-day-period although Cruttenden Roth may release the
locked-up shares prior to expiration of such period. The granting of any release
would be conditioned, in the judgment of Cruttenden Roth, on such sale not
materially adversely impacting the prevailing trading market for the common
stock on the Nasdaq National Market. Specifically, factors such as average
trading volume, recent price trends, and the need for additional public float in
the market for the common stock would be considered in evaluating such a
request.

Prior to the offering, there has been no established trading market for the
common stock. Consequently, the initial public offering price for the common
stock offered hereby has been determined by negotiations between Cruttenden Roth
and us. Among the factors considered in such negotiations were the preliminary
demand for the common stock, the prevailing market and economic conditions, our
results of operations, estimates of our business potential and prospects, the
present state of our business operations, an assessment of our management, the
consideration of these factors in relation to the market valuation of comparable
companies in related businesses, the current condition of the markets in which
we operate, and other factors deemed relevant. There can be no assurance that an
active trading market will develop for the common stock or that the common stock
will trade in the public market after the offering at or above the initial
public offering price.

Cruttenden Roth has advised us that, pursuant to Regulation M under the
Securities Act, some persons participating in the offering may engage in
transactions, including stabilizing bids, syndicate covering transactions or the
imposition of penalty bids, that may have the effect of stabilizing or
maintaining the market price of the shares of common stock at a level above that
which might otherwise prevail in the open market. A "stabilizing bid" is a bid
for or the purchase of shares of common stock on behalf of the underwriters for
the purpose of fixing or maintaining the price of the common stock. A "syndicate
covering transaction" is the bid for or purchase of common stock on behalf of
the underwriters to reduce a short position incurred by the underwriters in
connection with the offering. A "penalty bid" is an arrangement permitting
Cruttenden Roth to reclaim the selling concession otherwise accruing to an
underwriter or syndicate member in connection with the offering if the common
stock originally sold by such underwriter or syndicate member purchased by the
representatives in a syndicate covering transaction and has therefore not been
effectively placed by such underwriter or syndicate member. Cruttenden Roth has
advised us that such transactions may be effected on the Nasdaq National Market
or otherwise and, if commenced, may be discontinued at any time.

The underwriting agreement provides that we will indemnify the underwriters and
their controlling persons against liabilities under the Securities Act or will
contribute to payments the underwriters and their controlling persons may be
required to make in respect thereof.

LEGAL MATTERS

Certain legal matters in connection with the sale of the shares of common
stock offered in this offering will be passed upon for us by King & Spalding,
Atlanta, Georgia. Certain legal matters in connection with the offering will be
passed upon for the underwriters by Nelson Mullins Riley & Scarborough, L.L.P.,
Atlanta,

50
<PAGE> 53

Georgia. A partner in the law firm of King & Spalding owns 33,600 shares of our
common stock on the date of this prospectus.

EXPERTS

The financial statements for The Plastic Surgery Company, formerly known as
Better Image, Inc., as of December 31, 1997 and 1998 and for the period from
inception (April 30, 1997) to December 31, 1997 and for the year ended December
31, 1998 included in this prospectus and elsewhere in the registration statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

ADDITIONAL INFORMATION

We have filed with the Commission a registration statement on Form S-1
under the Securities Act with respect to the common stock offered hereby. This
prospectus, which constitutes a part of the registration statement, does not
contain all of the information set forth in the registration statement.
Statements contained in this prospectus as to the contents of any contract or
other document referred to are not necessarily complete. In each such instance,
reference is made to the copy of such contract or other document filed as an
exhibit to the registration statement. Prospective investors may read and copy
the registration statement and its exhibits and schedules without charge at the
Public Reference Room maintained by the Commission at 450 5th Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices in Chicago,
Illinois and New York, New York. Prospective investors may obtain information on
the operation of the Public Reference Rooms by calling the Commission at
1-800-SEC-0330. In addition, we are required to file electronic versions of
these documents with the Commission through Commission's Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system. The Commission maintains a
World Wide Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. Also, we have applied for the common stock
to be listed for trading on the Nasdaq National Market. Reports and other
information concerning us also may be inspected at the offices of the Nasdaq
National Market, 1735 K Street, N.W., Washington, D.C. 20006.

We intend to furnish our shareholders with annual reports containing
financial statements audited by our independent public accountants. We also
intend to furnish our shareholders with quarterly reports containing unaudited
financial statements for the first three fiscal quarters of each fiscal year.

51
<PAGE> 54

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
The Plastic Surgery Company
Report of Independent Public Accountants.................. F-2
Balance Sheets at December 31, 1997 and 1998 and March 31,
1999 (Unaudited)....................................... F-3
Statements of Operations for the Period from Inception
(April 30, 1997) to December 31, 1997, for the Year
Ended December 31, 1998, For the Period from Inception
(April 30, 1997) to December 31, 1998 and for the Three
Months Ended March 31, 1998 and 1999 (Unaudited)....... F-4
Statements of Shareholders' Deficit For the Period From
Inception (April 30, 1997) to December 31, 1997, for
the Year Ended December 31, 1998 and for the Three
Months Ended March 31, 1999 (Unaudited)................ F-5
Statements of Cash Flows For the Period From Inception
(April 30, 1997) to December 31, 1997, for the Year
Ended December 31, 1998, For the Period from Inception
(April 30, 1997) to December 31, 1998 and for the Three
Months Ended March 31, 1998 and 1999 (Unaudited)....... F-6
Notes to Financial Statements............................. F-7
Unaudited Pro Forma Balance Sheet
Unaudited Pro Forma Combined Balance Sheet at March 31,
1999................................................... F-19
Notes to Unaudited Pro Forma Balance Sheet................ F-21
</TABLE>

F-1
<PAGE> 55

After the stock split as discussed in Note 8 to the financial statements of The
Plastic Surgery Company is approved by the board of directors, we expect to be
in a position to render the following audit report.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
May 13, 1999

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To The Plastic Surgery Company:

We have audited the accompanying balance sheets of The Plastic Surgery
Company (a development stage enterprise, a Georgia corporation and formerly
known as Better Image, Inc.) as of December 31, 1997 and 1998 and the related
statements of operations, shareholders' deficit, and cash flows for the period
from inception (April 30, 1997) to December 31, 1997 and for the year ended
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Plastic Surgery Company
as of December 31, 1997 and 1998 and the results of its operations and its cash
flows for the period from inception (April 30, 1997) to December 31, 1997 and
for the year ended December 31, 1998 in conformity with generally accepted
accounting principles.

F-2
<PAGE> 56

THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------- MARCH 31,
1997 1998 1999
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................. $ 184,151 $ 402,860 $ 304,013
EQUIPMENT, at cost...................................... 19,724 45,760 48,087
Less accumulated depreciation......................... (1,973) (8,521) (10,809)
----------- ----------- -----------
Equipment, net..................................... 17,751 37,239 37,278
----------- ----------- -----------
Total assets.................................. $ 201,902 $ 440,099 $ 341,291
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable...................................... $ 56,486 $ 571,142 $ 599,742
Accrued employee and consultant compensation.......... 303,895 1,179,812 1,253,895
----------- ----------- -----------
Total current liabilities..................... 360,381 1,750,954 1,853,637
----------- ----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
Common stock; no par value; 100,000,000 shares
authorized, 918,400, 1,059,856 and 1,086,400 shares
issued and outstanding at December 31, 1997 and
1998 and March 31, 1999............................ -- -- --
Paid-in capital....................................... 1,471,440 3,521,940 3,758,940
Warrants.............................................. 250,000 250,000 250,000
Deficit accumulated during the development stage...... (1,879,919) (5,082,795) (5,521,286)
----------- ----------- -----------
Total shareholders' deficit................... (158,479) (1,310,855) (1,512,346)
----------- ----------- -----------
Total liabilities and shareholders' deficit... $ 201,902 $ 440,099 $ 341,291
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-3
<PAGE> 57

THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these statements.

F-4
<PAGE> 58

THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

STATEMENTS OF SHAREHOLDERS' DEFICIT

<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK DURING TOTAL
------------------ PAID-IN DEVELOPMENT SHAREHOLDERS'
SHARES AMOUNT CAPITAL STAGE WARRANTS DEFICIT
--------- ------ ---------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT APRIL 30, 1997 -- $ -- $ -- $ -- $ -- $ --
Common stock issued to founders
and employees................. 806,400 -- 721,440 -- -- 721,440
Common stock issued to
investors..................... 112,000 -- 500,000 -- -- 500,000
Common stock sold to consultant
from shareholder.............. -- -- 250,000 -- -- 250,000
Warrants granted to
consultant.................... -- -- -- -- 250,000 250,000
Net loss........................ -- -- -- (1,879,919) -- (1,879,919)
--------- ---- ---------- ----------- -------- -----------
BALANCE AT DECEMBER 31, 1997...... 918,400 -- 1,471,440 (1,879,919) 250,000 (158,479)
Common stock issued to
investors..................... 141,456 -- 1,263,000 -- -- 1,263,000
Common stock sold to consultants
and employees from
shareholder................... -- -- 787,500 -- -- 787,500
Net loss........................ -- -- -- (3,202,876) -- (3,202,876)
--------- ---- ---------- ----------- -------- -----------
BALANCE AT DECEMBER 31, 1998...... 1,059,856 -- 3,521,940 (5,082,795) 250,000 (1,310,855)
Common stock issued to investors
(unaudited)................... 26,544 -- 237,000 -- -- 237,000
Net loss (unaudited)............ -- -- -- (438,491) -- (438,491)
--------- ---- ---------- ----------- -------- -----------
BALANCE AT MARCH 31, 1999
(unaudited)..................... 1,086,400 $ -- $3,758,940 $(5,521,286) $250,000 $(1,512,346)
========= ==== ========== =========== ======== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE> 59

THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
FROM INCEPTION FOR THE FROM INCEPTION FOR THE THREE FOR THE THREE
(APRIL 30, 1997) YEAR ENDED (APRIL 30, 1997) MONTHS ENDED MONTHS ENDED
TO DECEMBER 31, DECEMBER 31, TO DECEMBER 31, MARCH 31, MARCH 31,
1997 1998 1998 1998 1999
---------------- ------------ ---------------- ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss....................... $(1,879,919) $(3,202,876) $(5,082,795) $(373,768) $(438,491)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation................. 1,973 6,548 8,521 1,100 2,288
Expense related to
warrants................... 250,000 -- 250,000 -- --
Expense related to stock
issuance to founders and
employees.................. 720,000 -- 720,000 -- --
Expense related to stock sold
to employees and
consultants by
shareholder................ 250,000 787,500 1,037,500 -- --
Changes in assets and
liabilities:
Accounts payable........... 56,486 514,656 571,142 89 28,600
Accrued employee and
consultant
compensation............ 303,895 875,917 1,179,812 161,600 74,083
----------- ----------- ----------- --------- ---------
Total adjustments....... 1,582,354 2,184,621 3,766,975 162,789 104,971
----------- ----------- ----------- --------- ---------
Net cash used in
operating
activities............ (297,565) (1,018,255) (1,315,820) (210,979) (333,520)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of equipment.......... (19,724) (26,036) (45,760) (1,148) (2,327)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Common stock issued to
founders..................... 1,440 -- 1,440 -- --
Common stock issued to
investors.................... 500,000 1,263,000 1,763,000 225,000 237,000
----------- ----------- ----------- --------- ---------
Net cash provided by
financing
activities............ 501,440 1,263,000 1,764,440 225,000 237,000
----------- ----------- ----------- --------- ---------
NET CHANGE IN CASH AND CASH
EQUIVALENTS.................... 184,151 218,709 402,860 12,873 (98,847)
CASH AND CASH EQUIVALENTS,
beginning of period............ -- 184,151 -- 184,151 402,860
----------- ----------- ----------- --------- ---------
CASH AND CASH EQUIVALENTS, end of
period......................... $ 184,151 $ 402,860 $ 402,860 $ 197,024 $ 304,013
=========== =========== =========== ========= =========
</TABLE>

The accompanying notes are an integral part of these statements.

F-6
<PAGE> 60

THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998
(INFORMATION AS OF MARCH 31, 1999 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND 1999 IS UNAUDITED)

1. BUSINESS AND ORGANIZATION

The Plastic Surgery Company (formerly known as Better Image, Inc.)(the
"Company") was incorporated as a Georgia corporation on April 30, 1997. Upon the
closing of an initial public offering (the "Offering"), the Company will provide
business development services and Internet solutions to plastic surgery
practices.

Upon the closing of the Offering, the Company will effect the transfer (the
"Transfer"), of certain operating assets and certain liabilities of, or the
stock of an entity holding certain assets and certain liabilities of, plastic
surgery practice entities (the "Founding Practices"). The Company will enter
into long-term business services agreements with these Founding Practices. The
Company will account for certain of the Founding Practices acquired in the
Transfers under Staff Accounting Bulletin No. 48, "Transfers of Nonmonetary
Assets by Promoters and Shareholders" ("SAB 48"). The Company will account for
the remaining Founding Practices acquired in the Transfers at fair value which
will result in intangible assets being recorded. The Company will amortize these
intangible assets over the 25 year term of the business services agreements
executed with these Founding Practices.

The Company has had no significant operations to date, and the financial
statements have been prepared on the basis that the Transfers will occur,
although no assurance can be made that the Transfers will be completed or that
the Company will be successful in completing planned future acquisitions. In
order to expand in the future, the Company will need further acquisition
financing in the form of debt or equity financing. There can be no assurance
that such financing will be available.

In the Transfers, the Company will acquire certain operating assets or the
stock of entities holding certain operating assets of the Founding Practices in
exchange for cash, notes and shares of common stock and will enter into
long-term business services agreements with each practice. Each Founding
Practice transaction was individually negotiated between the Company and the
Founding Practice as to all material terms. For the Transfers accounted for
under SAB 48, the Founding Practice will receive up to a maximum of 25% of the
total consideration for each transaction in cash and the balance in shares of
common stock. For the Transfers not accounted for under SAB 48, the Founding
Practice will receive 50% in cash, 30% in notes and the balance in shares of
common stock. The actual number of shares of common stock to be issued by the
Company in the Transfers shall be determined subtracting the cash and note
portions from the total consideration and dividing such remaining amount by the
initial public offering price. The Transfers accounted for under SAB 48 will
result in the assets and liabilities of the Founding Practices being recorded at
their historical costs. For the Transfers not accounted for under SAB 48, the
Company will record the Transfers as asset acquisitions and will record
intangible assets that will be amortized over the term of the business services
agreement. The assets to be transferred include receivables, supplies inventory,
prepaid expenses, net equipment and certain other current and non-current
assets. The liabilities to be transferred include long-term debt and certain
miscellaneous accruals. The cash paid to the Founding Practices accounted for
under SAB 48 will be recorded as a dividend by the Company.

In Transfers requiring stock acquisitions or mergers, the Company generally
will acquire the stock of or merge with the entity through which the applicable
Founding Practice previously operated and generated revenues (the "Original
Entity"). Before the stock acquisition or merger, all of the stockholder(s) of
the Original Entity will form a new entity (the "New Entity") through which the
Founding Practice will provide medical services and which will hold all assets
that the Company is unable to own pursuant to applicable state law or which the
Company does not intend to acquire from the Founding Practice. The Original
Entity will

F-7
<PAGE> 61
THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF MARCH 31, 1999 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND 1999 IS UNAUDITED)

hold the operating assets that the Company is permitted to own and acquire.
Since the Original Entity and the New Entity are under common control and owned
by the exact same stockholder(s), the transaction will result in the transfer of
assets from the Original Entity to the New Entity at historical cost in a manner
similar to a pooling of interest.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

Revenue from managing the practices pursuant to the business services
agreements will be recognized on a monthly basis as cash is collected by the
practice. The revenue of the Company will consist of the sum of the service fees
and amounts equal to the operating expenses of the practice assumed by the
Company under such business services agreements. In general, the business
services agreements provide for the payment of fees to the Company based on a
percentage of the net cash collected by the Founding Practices or a fixed dollar
amount with annual fixed percentage increases. Expenses not required to be paid
by the Company pursuant to the agreements primarily consist of professional
expenses of the surgeons.

The Emerging Issues Task Force of the Financial Accounting Standards Board
issued its consensus Opinion 97-2 ("EITF 97-2"), which addresses certain
specific matters pertaining to the practice management industry. EITF 97-2 will
be effective for the Company upon the Offering. EITF 97-2 addresses the ability
of certain practice management companies to consolidate the results of certain
practices with which it has an existing contractual relationship. The Company
currently will not consolidate the operations of the plastic surgery practices
that it manages as the agreements with the practices do not meet the
requirements for consolidation as set forth in EITF 97-2.

After the closing of the Offering, the Company also intends to enter into
management services agreements with select plastic surgery practices rather than
business services agreements. Pursuant to the management services agreements, we
will provide business development services and Internet solutions and receive
service fees. The Company will recognize revenues from these agreements based on
a percentage of the net cash collected by the practice. The Company will not
acquire operating assets of the practices entering into management services
agreements, and will not assume the operating expenses of these practices.

The Company will enter into subscription agreements with subscribing
surgeons which allow these surgeons to be included in the directory of Board
certified or Board eligible cosmetic surgeons on the Company's consumer website.
Subscribing surgeons will pay the Company a fee for the directory listing which
will be recognized as revenue as it is earned.

The Company anticipates generating future revenues from the sale of
products and services through the Company's proprietary websites. The revenue
generated may include fees from banner and sponsorship advertising,
subscriptions to our online magazine and video imaging.

CASH AND CASH EQUIVALENTS

Cash equivalents consist of highly liquid investments purchased within 90
days or less of maturity. They are recorded at cost which approximates fair
value.

F-8
<PAGE> 62
THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF MARCH 31, 1999 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND 1999 IS UNAUDITED)

EQUIPMENT

Equipment is stated at cost less accumulated depreciation. Depreciation is
provided using the straight-line method over the assets' estimated useful lives
of five to seven years.

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, MARCH 31,
1997 1998 1999
------------ ------------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Equipment consisted of the following:
Computer equipment....................................... $14,275 $21,914 $24,241
Furniture and fixtures................................... 5,449 23,846 23,846
------- ------- -------
19,724 45,760 48,087
Less accumulated depreciation......................... (1,973) (8,521) (10,809)
------- ------- -------
$17,751 $37,239 $37,278
======= ======= =======
</TABLE>

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying values of cash and accounts payable approximate their fair
values principally because of the short-term maturities of these instruments.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates and
assumptions.

STOCK OPTIONS AND WARRANTS

The Company accounts for the issuance of options and warrants to employees
in accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB No. 25"). Options and warrants issued to
employees at an exercise price at or above fair value at the date of grant would
require no compensation expense to be recorded under APB No. 25. Options and
warrants issued to non-employees are accounted for under Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based Compensation" ("SFAS
No. 123"). Options and warrants issued to non-employees will require
compensation expense to be recorded for the fair value of the equity instrument
issued less any consideration received.

BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share was computed in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings Per Share", using
the weighted average number of common shares outstanding. Diluted net loss per
share does not include the impact of common stock equivalents for options and
warrants of 56,000, 106,400, 56,000 and 106,400 for the period from inception
(April 30, 1997) to December 31, 1997, for the year ended December 31, 1998 and
for the three months ended March 31, 1998 and 1999, respectively, as their
effect would be anti-dilutive.

F-9
<PAGE> 63
THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF MARCH 31, 1999 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND 1999 IS UNAUDITED)

ACCRUED EXPENSES

During 1998, the Company decided to move its corporate headquarters from
Atlanta, Georgia to Santa Barbara, California. In connection with this decision,
the Company accrued approximately $138,000 in 1998 related to contractual lease
agreements that will not benefit future periods.

COMPREHENSIVE LOSS

Comprehensive loss for the period from Inception (April 30, 1997) to
December 31, 1997, for the year ended December 1998 and for the three months
ended March 31, 1998 and 1999 is the same as net loss presented in the
accompanying statements of operations.

INTERIM UNAUDITED FINANCIAL INFORMATION

The financial statements as of March 31, 1999 and for the three months
ended March 31, 1998 and 1999 are unaudited; however, in the opinion of
management, all adjustments (consisting solely of normal recurring adjustments)
necessary for a fair presentation of the unaudited financial statements for
these interim periods have been included. The results of interim periods are not
necessarily indicative of the results to be obtained for a full year.

NEW ACCOUNTING PRONOUNCEMENT

In June of 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for the Company beginning with fiscal 2000. Management does not
expect the adoption of SFAS No. 133 to have a significant impact on the
financial position or results of operations of the Company.

3. SHAREHOLDERS' DEFICIT

The Company was incorporated in the State of Georgia on April 30, 1997.
Shortly after the date of incorporation, 806,400 shares of common stock were
issued to the founders and certain employees for $.001 per share. The Company
recorded $720,000 in expense on these shares based on a fair value of
approximately $0.89 per share as determined by management.

In May 1997, the Company began selling 112,000 shares of common stock to
affiliates of anticipated Founding Practices and other unrelated investors
through a private placement memorandum ("PPM") at a price of approximately $4.46
per share. As of December 31, 1997, all 112,000 shares were issued under the PPM
for net proceeds of $500,000.

In December 1997, a principal stockholder of the Company sold 56,000 shares
of his common stock to a consultant of the Company for $.004 per share. The
Company recorded expense of $250,000 on these shares in 1997 based on a fair
value of approximately $4.46 per share as determined by management.

In March 1998, the Company began selling 168,000 shares of common stock to
affiliates of anticipated Founding Practices and other unrelated investors
through a second private placement memorandum ("PPM2") at a price of
approximately $8.93 per share. As of December 31, 1998, 141,456 shares were
issued under the PPM2 for net proceeds of $1,263,000.

F-10
<PAGE> 64
THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF MARCH 31, 1999 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND 1999 IS UNAUDITED)

In November 1998, a principal stockholder of the Company sold 88,200 shares
of his common stock to certain employees and consultants of the Company for
approximately $.004 per share. The Company recorded expense of $787,500 on these
shares in 1998 based on a fair value of approximately $8.93 per share as
determined by management.

In January and February of 1999, the Company sold the remaining 26,544
shares of common stock under PPM2 for net proceeds of $237,000 at a price of
approximately $8.93 per share.

4. INCOME TAXES

As reflected in the accompanying statements of operations, the Company
incurred a loss from operations during the period from inception (April 30,
1997) to December 31, 1997, for the year ended December 31, 1998 and for the
three months ended March 31, 1999. Due to the limited operations of the Company
since its inception and the pending offering, a valuation allowance has been
recorded to fully reserve for the deferred tax benefits. The components of the
deferred tax assets as of December 31, 1997 and 1998 are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1997 1998
------------ ------------
<S> <C> <C>
Net operating loss carryforwards............................ $ 579,814 $ 646,368
Accrued liabilities and organizational expenses............. 133,213 569,691
--------- -----------
Total deferred tax assets......................... 713,027 1,216,059
Valuation allowance............................... (713,027) (1,216,059)
--------- -----------
Net deferred tax assets................. $ -- $ --
========= ===========
</TABLE>

The net operating loss carryforwards begin expiring in 2012. A valuation
allowance has been provided on the deferred tax assets as management believes
that it is more likely than not that future operations, due to the limited
operating history of the Company and absent the pending offering, will not
result in realization of the net operating loss carryforwards or deferred tax
assets. There are no significant differences in the tax and book bases of the
Company's assets or liabilities that would give rise to deferred tax balances.

5. TRANSACTIONS WITH FOUNDING PRACTICES

As discussed in Note 1, the Company plans to complete, through a series of
stock acquisitions and mergers and asset transfers, the acquisition of certain
assets and assumption of certain liabilities of the Founding Practices
concurrently with an initial public offering of shares of its common stock.

The Founding Practices will enter into 20 or 25 year business service
agreements with the Company. Additionally, the surgeons at the Founding
Practices will enter into employment and noncompete agreements with the Founding
Practices.

AGREEMENTS WITH FOUNDING PRACTICES

As part of the business services arrangements, each Founding Practice has
entered into three agreements: (i) an acquisition agreement pursuant to which
the Company purchases certain operating assets of each practice; (ii) a business
services agreement whereby the Company agrees to provide management or
consulting services to the practice; and (iii) an employment agreement between
the practice and each surgeon who is an equity holder in the practice or who
provides services through such practice on an average of more than ten days each
month. To the extent we enter into these agreements in future acquisitions, the
terms may differ materially from the terms described below.

F-11
<PAGE> 65
THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF MARCH 31, 1999 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND 1999 IS UNAUDITED)

Acquisition Agreements. The Founding Practices and the surgeons have
entered into an acquisition agreements with the Company which may be in the form
of (i) an asset purchase and sale agreement; (ii) a stock purchase and sale
agreement; or (iii) an agreement and plan of reorganization whereby the practice
merges with the Company (individually an "acquisition agreement" or collectively
"acquisition agreements"). Based on applicable state laws and regulations, the
operating assets of each practice, which include equipment, inventory, accounts
receivable, furniture and other personal property, or some combination thereof
will be transferred to the Company pursuant to the acquisition agreements. As
consideration for entering into an acquisition agreement, the Company will pay
consideration consisting of a combination of common stock, notes and cash.

Business Services Agreements. Each Founding Practice will enter into a
business services agreement, in the form of a service agreement or consulting
agreement as dictated by state law. Each service agreement generally requires
that the Company provide the following services for the practices: acquisition
and maintenance of specified furnishings and equipment; provision of suitable
offices and facilities; payroll processing; employment of necessary personnel
(excluding plastic surgeons and certain medical personnel); development of
business systems procedures and forms; procurement and inventory management;
assistance in acquiring malpractice insurance; cash management; advertising,
marketing and practice development; development of appropriate business systems;
supervision, management and organization of files and records; and financial
reporting and analysis. Any leases entered into by the Company on behalf of the
practice will be subleased by the practice from the Company. Under the service
agreements, the Company will receive a service fee of 15% of net cash collected.
If required by applicable state law or regulations, a practice may enter into
consulting agreements that contain certain of the same provisions as the
business services agreement, including: (i) provisions relating to the
obligation to loan funds to the practice in the event the practice is unable to
pay its current expenses, (ii) repurchase of assets and assumption of
liabilities by the practice upon expiration or termination, (iii) assignment,
(iv) covenant not to compete, (v) term and termination, and (vi)
indemnification. Under consulting agreements, the Company will provide the
following services to practices in exchange for a fixed dollar annual fee with
annual fixed percentage increase: consulting with respect to equipment and
office needs; preparing staffing models appropriate for the practice; advising
and training with respect to business systems; purchasing and maintaining
inventory; advising with respect to and providing or arranging accounting and
bookkeeping services; assisting with the acquisition of malpractice insurance;
advising with respect to developing a marketing plan; assessing the financial
feasibility of establishing new offices; providing billing and collection
services; and assisting the practices in organizing and developing filing and
recording systems. Pursuant to these business services agreements, the Company
must pay the operating expenses of a practice. To the extent a practice's
operating expenses exceed revenues, the practice will be responsible for the
difference.

The business services agreements have either 20 or 25 year terms for the
Founding Practices, beginning on the date of the Offering. The Company
anticipates executing business services agreements with 25 year terms for each
practice acquired subsequent to the Offering. The business services agreements
are subject to termination by either party in the event the non-terminating
party becomes subject to voluntary or involuntary bankruptcy proceedings or
materially breaches the agreement, subject to a cure period. The practices may
also terminate the business services agreements if the Company is subject to a
change of control. Upon the termination of the business services agreements
(except upon a breach by the Company), the practice and its shareholders are
subject to a two year covenant not to compete which prohibits the following
within a specified territory the following: (i) advertising in print and
electronic media (ii) soliciting patients, surgeons or staff associated with the
practice and (iii) soliciting any referrals from any physician who referred one
or more patients to the practice within three years prior to the date of such
termination.

F-12
<PAGE> 66
THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF MARCH 31, 1999 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND 1999 IS UNAUDITED)

Under the business services agreements, the surgeons maintain full control
over and ownership of the practices, determine which personnel will be
affiliated with the practices and establish their own practice standards to
promote quality plastic surgery care. The Company does not engage in the
practice of medicine. Each surgeon is responsible for the compliance of his or
her practice with state and local regulations, licensing, and certification
requirements applicable to the practice of plastic surgery. Each practice, in
its sole discretion, determines the fees to be charged for services provided to
patients based upon market conditions in the service area and other factors
deemed appropriate by the practice.

Employment Agreements. Each surgeon who is an equity holder in a practice
or who provides plastic surgery services through a practice an average of more
than ten days a month either at the time of execution of the business services
agreement or any time thereafter is required to execute an employment agreement
with the practice. Each employment agreement generally provides that the surgeon
will perform professional services for the practice for a period of five years,
commencing on the date of the Offering, with automatic renewal for additional
one year terms. After the expiration of the initial five year term, either the
practice or the surgeon may terminate the employment agreement at any time
without cause by giving ninety days prior written notice. Each surgeon's
compensation will be a percentage of net cash collected by the practice after
the payment of the service fee and all operating expenses of the practice, with
such percentage to be determined by the practice. The surgeon agrees that upon
termination or expiration of the employment agreement, he or she will not
compete for a period of two years in the market in which the practice operates
an office, will not solicit former patients of the practice, will not solicit
referrals from any physician who referred one or more patients to the surgeon or
the practice within the two years prior to the termination, and will limit the
methods of advertising in the area in which a practice is located.

CALCULATION OF SERVICES FEES

The fee is paid pursuant to the business services agreements monthly to the
Company by each Founding Practice based upon the practice's net cash collected.
The two economic models by which the management fee may be calculated are:

(i) 15% of net cash collected, or

(ii) a fixed dollar amount with annual fixed percentage increases for each
year of the business services agreement.

OPERATING EXPENSES OF THE FOUNDING PRACTICES

Subsequent to the Transfers, the operating expenses of the Founding
Practices will be the responsibility of the Company. The Company will be
responsible for the payment of certain operating expenses incurred by the
practice to the extent permitted by applicable law. These expenses include the
following:

- Salaries, benefits, payroll taxes, workers compensation, health insurance
and other benefit plans, and other direct expenses of non-medical
employees of the Company at each practice office,

- Direct costs of all employees or consultants that provide services to
each practice office

- Medical and office supplies

- Lease or rent payments, utilities, telephone and maintenance expenses for
practice facilities

- Property taxes on the Company assets located at practice offices

F-13
<PAGE> 67
THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF MARCH 31, 1999 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND 1999 IS UNAUDITED)

- Property, casualty and liability insurance premiums

- Surgeon recruiting expenses

- Interest on receivables from the practice

- Advertising and other marketing expenses attributable to the promotion of
practice offices

All of the above expenses will be assumed by the Company and be paid
directly to the third-party provider of the goods or services. In exchange for
assuming these expenses and providing management services, the Company will
record revenue in amounts equal to the assumed expenses plus the management fee
described above.

The Founding Practices will retain responsibility for the payment of any
and all direct employment expenses, including benefits, for any surgeon or other
employee that the Company is prohibited from employing by law. In addition, the
Founding Practices will retain responsibility for the payment of continuing
education expenses, seminars, professional licenses, professional membership
dues, malpractice insurance and all other expenses of any surgeon.

Each business services agreement obligates the Company, with no limitation,
to pay the operating expenses of a practice. To the extent a practice's
operating expenses exceed its revenues, the practice will be responsible for the
difference. The Company will record the difference as a receivable from the
practice bearing interest at the prime rate as published in The Wall Street
Journal plus one percent. Any receivable created will be repaid as an operating
expense. This receivable will be repaid after the payment of the service fee and
before the surgeon receives any compensation. The Company will fund operating
expenses from working capital or borrowings under a credit facility, which the
Company anticipates establishing following the closing of the Offering.

FINANCING PLANS

Third party financing companies will provide online financing for patients
of the Company's allied practices and will be responsible for the approval and
application process. These companies will assume all of the risks related to
financing. The practice will receive a payment from these companies equal to 85%
to 90% of the financed amount. These companies will not have any recourse
against the individual practices for any unpaid balances. Application and
approval procedures will be instituted by these companies and terms of payment
will vary upon the creditworthiness of the patient.

6. COMMITMENTS AND CONTINGENCIES

The Company will be subject to certain government regulation at the federal
and state levels. In compliance with certain regulatory requirements, the
Company will not control the practice of medicine. The business services
agreements may be challenged by certain states as to their legality. There also
can be no assurance that the laws and regulations of states in which the Company
will maintain operations will not change or be interpreted in the future to
restrict the Company's relationships with the Founding Practices.

Each surgeon may be exposed to professional liability and other claims by
providing plastic surgery procedures to the public. Each Founding Practice is
required to maintain general liability and malpractice insurance. As a result of
providing management services, the Company may be named as a co-defendant in
lawsuits against surgeons affiliated with the Founding Practices. The Company
does not control the practice of plastic surgery and cannot purchase malpractice
insurance. The Company does not control the compliance of

F-14
<PAGE> 68
THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF MARCH 31, 1999 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND 1999 IS UNAUDITED)

the surgeons with regulations or other requirements relating to the practice of
medicine. Successful claims could result in large damage awards that could
exceed insurance limits. Insurance coverage can be very expensive and vary from
state to state. The practices indemnify the Company for liability arising from
malpractice claims but any indemnification might reduce a practice's ability to
pay its expenses. Successful claims may have a material and adverse effect on
the Company's revenues and financial results. The Company maintains professional
liability coverage for its directors and officers and general liability
insurance.

7. STOCK OPTIONS AND WARRANTS

The Company has established the 1998 Employee Stock Option Plan. All
options issued under this plan will be accounted for in accordance with APB No.
25, and any required compensation expense on these options will be recorded at
the date of grant. The total number of shares to be purchased under the plan may
not exceed 560,000 shares. The Company has 50,400 options outstanding and
exercisable under the plan at December 31, 1998 and has 509,600 shares available
for future grants.

The Company has adopted the 1998 Non Employee Director Stock Option Plan.
The total number of shares to be purchased under the plan may not exceed 112,000
shares. No options were outstanding under this director plan as of December 31,
1998.

In October 1997, the Company granted a consultant warrants to purchase
56,000 shares of common stock at an exercise price of approximately $4.46 per
share. These warrants were 100% vested at the date of grant. This individual
subsequently became an employee of the Company in October 1998. The Company
recorded compensation expense in 1997 of $250,000 on these warrants based on a
fair value per share of approximately $4.46 as determined by management.

A summary of changes in outstanding warrants and options during the period
from inception (April 30, 1997) to December 31, 1997 and for the year ended
December 31, 1998 is as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE EXERCISE
WARRANTS OPTIONS PRICE PRICE
-------- ------- ------------- --------
<S> <C> <C> <C> <C>
April 30, 1997........................................ -- -- $ -- $ --
Granted............................................. 56,000 -- 4.46 4.46
Exercised........................................... -- -- -- --
Cancelled........................................... -- -- -- --
------- ------
December 31, 1997..................................... 56,000 --
Granted............................................. -- 50,400 $8.93 $8.93
Exercised........................................... -- -- -- --
Cancelled........................................... -- -- -- --
------- ------
December 31, 1998..................................... 56,000 50,400 $4.46 - $8.93 $6.58
======= ======
</TABLE>

F-15
<PAGE> 69
THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF MARCH 31, 1999 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND 1999 IS UNAUDITED)

STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 123

SFAS No. 123 requires the Company to disclose pro forma net loss and net
loss per share as if the Company had accounted for its employee stock option
grants under SFAS No. 123. The fair value of each option and warrant granted has
been estimated as of the date of grant using the Black-Scholes valuation model
with the following assumptions:

<TABLE>
<S> <C>
- - Dividend yield 0
- - Expected volatility 49%
- - Risk-free interest rate at the date of grant 5.38% - 5.47%
- - Expected life 5 years
</TABLE>

Using these assumptions, the fair value of the employee stock options
granted during 1998 was $223,168, which would be expensed in 1998 as all options
granted were fully vested on the date of grant.

The weighted average fair market value of options at the date of grant for
1998 was $8.93.

The following pro forma information adjusts the net loss and net loss per
share of common stock for the impact of SFAS No. 123:

<TABLE>
<CAPTION>
1998
-----------
<S> <C>
Net loss:
As reported............................................... $(3,202,876)
Pro forma in accordance with SFAS No. 123................. $(3,426,044)
Net loss per share:
As reported............................................... $ (3.29)
Pro forma in accordance with SFAS No. 123................. $ (3.52)
</TABLE>

The following table summarizes the range of exercise price, weighted
average exercise price and weighted average remaining contractual lives for the
options and warrants outstanding as of December 31, 1998:

<TABLE>
<CAPTION>
WEIGHTED
WEIGHTED WEIGHTED AVERAGE
AVERAGE AVERAGE REMAINING
NUMBER OF RANGE OF FAIR EXERCISE CONTRACTUAL
YEAR OF GRANT SHARES EXERCISE PRICE VALUE PRICE LIFE
- ------------- --------- -------------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
1997............................... 56,000 $4.46 $4.46 $4.46 4 years
1998............................... 50,400 $8.93 $8.93 $8.93 5 years
</TABLE>

At the closing of the Offering, the Company will grant options to purchase
655,000 shares of common stock at the initial public offering price. These
options vest 20% annually from the date of the Offering. The Company will
account for these options under APB No. 25. As the exercise price will equal the
fair value of the option on the date of grant, the offering date, no
compensation expense will be recorded.

8. SUBSEQUENT EVENTS

STOCK SPLIT

Concurrently with the effective date of the offering, the Company will
effect an assumed .56 for 1 reverse stock split. Accordingly, the accompanying
financial statements reflect the assumed reverse stock split as if it occurred
at the beginning of each period presented.

F-16
<PAGE> 70
THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF MARCH 31, 1999 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND 1999 IS UNAUDITED)

FOUNDING PRACTICE INFORMATION

The combined operating data of the Founding Practices for the year ended
December 31, 1998 and for the three months ended March 31, 1999 was as follows:

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, 1998 MARCH 31, 1999
----------------- ------------------
<S> <C> <C>
Patient Revenues (unaudited)........................ $44,247,469 $11,497,789
Operating Expenses (unaudited)...................... 29,174,598 7,902,031
</TABLE>

The Company's management fee under business services agreements is based on
15% of the net cash collected by the practice or a fixed dollar annual fee with
annual fixed percentage increases. Patient revenues above are presented on an
accrual basis as required by generally accepted accounting principles. The
difference between the net cash collected and the accrual basis net patient
revenue for the Founding Practices in any given period is not material. The
payment of the management fee of 15% of net cash collected would not differ
materially from that calculated as 15% of accrual basis revenues between
reporting periods. The operating expenses of the Founding Practices are
presented as the operating expenses will be recorded as a component of net
revenues in the statement of operations of the Company beginning with the date
of Transfers. The historical information for the Founding Practices presented
herein is not related to the financial position or results of operations of the
Company. This information is presented solely for the purpose of providing
disclosures to potential investors regarding the group of entities with which
the Company will enter into business services agreements. The Founding Practices
were not operated under common control or management during the fiscal year
ended December 31, 1998 or the three months ended March 31, 1999.

PURCHASE OF RIGHTS

Certain of the Founding Practices resulted from the Company's acquisition
in May 1999 of the right to negotiate business development agreements with
plastic surgery practices originally contacted by ISIS Cosmetic Surgery
Partners, Inc. ("ISIS"). With the closing of the Offering, the Company will
enter into business services agreements with these plastic surgery practices. In
connection with this acquisition, the Company paid aggregate consideration of
approximately $3,400,000, which consisted of 344,263 shares of common stock
valued at approximately $8.93 per share and cash of approximately $400,000. ISIS
had entered into letters of intent, which included an exclusive negotiations
clause, with certain practices to have those practices enter into management
services agreements with ISIS at a later date. ISIS was to provide services
similar to the Company and ISIS and the Company were unrelated entities at the
time of the purchase. The acquisition was accounted for as an asset acquisition
and the Company will amortize the intangible asset over the life of the
applicable business services agreements, approximately 25 years.

ISSUANCE OF WARRANTS

On May 13, 1999, the Company sold warrants to purchase 1,390,204 shares of
common stock at an exercise price per share equal to $2.50. The purchase price
was $.50 per warrant. The Company received cash proceeds of $303,852 from the
sale of these warrants. The Company received notes from a consultant and certain
employees in the amount of $391,250, for the $.50 per warrant purchase price of
the warrants. The notes are full recourse notes that mature three years from the
date of issuance and accrue interest at a rate of 8% per annum. Interest is
payable on a quarterly basis beginning the first quarter after the closing of
the Offering, but no later than September 30, 1999. The warrants may be
exercised in whole or in part for a five year term commencing on the date of
issuance. The warrants are not subject to adjustment for split up, stock

F-17
<PAGE> 71
THE PLASTIC SURGERY COMPANY
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF MARCH 31, 1999 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND 1999 IS UNAUDITED)

dividends or any other reorganization of the Company's outstanding stock. The
Company recorded an expense related to the issuance of these warrants based on
the fair value of the Company's common stock on the date of issuance of $8.93
per share.

Certain Founding Practice surgeons will receive warrants to purchase an
aggregate of 146,500 shares of common stock with an exercise price per share
equal to the initial public offering price, exercisable for a five year term
commencing on the closing of the Offering, for referring surgeons for
affiliation with the Company and assistance in the recruitment of officers of
the Company. The Company will record expense related to these warrants at the
closing of the Offering.

The Company also issued warrants to individuals not affiliated with the
Company to purchase an aggregate of 125,000 shares of common stock with an
exercise price per share equal to the initial public offering price, exercisable
for a five year term commencing on the date of the Offering, for referring
surgeons to the Company. The Company will record expense related to these
warrants at the closing of the Offering.

On May 12, 1999, the Company issued warrants to purchase 160,000 shares of
common stock to certain employees and a consultant of the Company for an
exercise price per share equal to $2.50. The warrants are not subject to
adjustment for split up, stock dividends or any other reorganization of the
Company's outstanding stock. The Company will record expense related to the
issuance of these warrants based on the fair value of the Company's common stock
on the date of issuance of $8.93 per share.

F-18
<PAGE> 72

THE PLASTIC SURGERY COMPANY

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

MARCH 31, 1999

Simultaneously with and as a condition to the closing of this offering the
Company will acquire certain operating assets and assume certain liabilities of
33 separate plastic surgery practices (collectively, the "Founding Practices")
in exchange for cash, shares of common stock and promissory notes and enter into
long-term management business services agreements with the Founding Practices
(the "Transfers"). In May of 1999, the Company purchased, for common stock and
cash, the rights to negotiate business services agreements with certain Founding
Practices who signed letters of intent which contained an exclusive negotiations
clause with ISIS Cosmetic Surgery Partners, Inc. ("ISIS"). In May of 1999, the
Company sold warrants to purchase 1,550,204 shares of common stock to investors,
employees and consultants for proceeds of approximately $695,000.

The unaudited pro forma balance sheet gives effect to the following as if
they occurred on March 31, 1999 (1) the Transfers, (2) the issuance of shares of
common stock and cash for the transaction with ISIS, (3) the issuance of the
warrants to purchase 1,550,204 shares of common stock in May of 1999, (4) the
sale by the Company of 2,400,000 shares of common stock at an assumed initial
public offering price of $11.00 per share and (5) the issuance of warrants to
purchase 271,500 shares of common stock at the initial public offering. The
proforma balance sheet is based upon the historical financial statements of The
Plastic Surgery Company and the Founding Practices as a group. The unaudited pro
forma balance sheet should be read in conjunction with other financial
information, including the financial statements of The Plastic Surgery Company,
included elsewhere in this Prospectus. Certain of the Transfers are not deemed
to be business combinations and will be accounted for in accordance with SAB 48.
The Transfers accounted for under SAB 48 will result in assets and liabilities
of the Founding Practices being recorded by the Company at the historical cost
to the Founding Practices. The consideration paid to these Founders will be in
cash and common stock of the Company. The remaining Transfers are deemed to be
business combinations and will be accounted for in accordance with APB16 as
asset acquisitions. The Transfers accounted for under APB16 will result in
assets and liabilities being recorded by the Company at fair value and
intangible assets being recorded for the excess value of consideration over the
fair value of those assets. The consideration paid to these Founding Practices
will be in cash, promissory notes and stock of the Company . The number of
shares of common stock issued in the Transfers will depend on the initial public
offering price. The unaudited pro forma balance sheet is presented for
illustrative purposes only and is not necessarily indicative of the operating
results or financial position that would have been achieved if the above
transactions had been consummated on the date indicated, nor is it necessarily
indicative of our future operating results.

F-19
<PAGE> 73

THE PLASTIC SURGERY COMPANY

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

MARCH 31, 1999

<TABLE>
<CAPTION>
COMBINED POST
FOUNDING PRO FORMA PRO FORMA OFFERING PRO FORMA
TPSC PRACTICES ADJUSTMENTS COMBINED ADJUSTMENTS AS ADJUSTED
----------- ---------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents............... $ 304,013 $1,984,714 $ (713,546)(1) $ 607,865 $ 22,438,000(8) $ 7,051,898
(1,271,168)(2) (13,620,971)(9)
303,852(7) (1,253,895)(9)
(914,042)(9)
(205,059)(11)
Patient receivables, net................ -- 2,190,000 (1,752,115)(1) -- -- --
(437,885)(2)
Note receivable -- related parties...... -- -- 391,250(7) 391,250 -- 391,250
Other current assets.................... -- 910,406 (293,681)(1) 21,057 -- 21,057
(616,725)(2)
21,057(4)
----------- ---------- ----------- ----------- ------------ -----------
Total current assets............. 304,013 5,085,120 (4,368,961) 1,020,172 6,444,033 7,464,205
Equipment, net.......................... 37,278 2,265,088 (197,996)(1) 1,613,267 -- 1,613,267
(962,398)(2)
471,295(4)
Deferred income taxes................... -- -- 2,098,089(6) 2,098,089 -- 2,098,089
Intangible assets, net.................. -- -- 15,340,534(4) 18,841,602 -- 18,841,602
3,501,068(5)
Other assets............................ -- 161,864 (36,049)(1) -- -- --
(125,815)(2)
----------- ---------- ----------- ----------- ------------ -----------
Total assets..................... $ 341,291 $7,512,072 $15,719,767 $23,573,130 $ 6,444,033 $30,017,163
=========== ========== =========== =========== ============ ===========

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable........................ $ 599,742 $ 663,509 $ (414,827)(1) $ 1,026,542 $ (914,042)(9) $ 112,500
(248,682)(2)
426,800(5)
Accrued liabilities..................... 1,253,895 470,176 (404,230)(1) 1,253,895 (1,253,895)(9) --
(65,946)(2)
Current portion of long-term debt....... -- 1,212,891 (468,458)(1) 205,059 (205,059)(11) --
(539,374)(2)
Payable to Founding Practices........... -- -- 5,704,528(3) 13,620,971 (13,620,971)(9) --
7,916,443(4)
----------- ---------- ----------- ----------- ------------ -----------
Total current liabilities........ 1,853,637 2,346,576 11,906,254 16,106,467 (15,993,967) 112,500
Long-term debt, less current portion.... -- 1,308,013 (462,573)(1) 4,749,866 -- 4,749,866
(845,440)(2)
4,749,866(4)
----------- ---------- ----------- ----------- ------------ -----------
Total liabilities................ 1,853,637 3,654,589 15,348,107 20,856,333 (15,993,967) 4,862,366
----------- ---------- ----------- ----------- ------------ -----------

STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock.......................... -- -- -- -- -- --
Paid-in capital........................ 3,758,940 -- 3,166,577(4) (416,975) 22,438,000(8) 22,021,025
3,074,268(5)
(10,416,760)(7)
Warrants............................... 250,000 -- 11,111,862(7) 11,361,862 1,504,948(10) 12,866,810
Accumulated deficit.................... (5,521,286) -- (1,243,299)(1) (8,228,090) (1,504,948)(10) (9,733,038)
(5,704,528)(3)
2,142,934(3)
2,098,089(6)
Combined Founding Practices' equity.... -- 3,857,483 (2,142,934)(3) -- -- --
(1,714,549)(2)
----------- ---------- ----------- ----------- ------------ -----------
Total shareholders' equity
(deficit)...................... (1,512,346) 3,857,483 371,660 2,716,797 22,438,000 25,154,797
----------- ---------- ----------- ----------- ------------ -----------
Total liabilities and
shareholders' equity........... $ 341,291 $7,512,072 $15,719,767 $23,573,130 $ 6,444,033 $30,017,163
=========== ========== =========== =========== ============ ===========
</TABLE>

F-20
<PAGE> 74

THE PLASTIC SURGERY COMPANY

NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

1. Reflects the removal of certain assets not acquired and certain
liabilities not assumed in connection with the acquisition of the Founding
Practices accounted for in accordance with SAB 48. The Company is unable to
purchase certain assets pursuant to applicable state law and will not
assume certain personal liabilities of the Founding Practices. The
operating assets acquired and liabilities assumed are as follows:

<TABLE>
<S> <C>
Equipment, net.............................................. $1,104,694
Current portion of long-term debt........................... 205,059
</TABLE>

2. Reflects the removal of the historical basis of assets,
liabilities, and equity of the Founding Practices acquired and accounted
for as asset acquisitions in accordance with APB 16.

3. Reflects the issuance of 2,133,491 shares of common stock of the
Company and the accrual of cash owed of $5,704,528 reflected as a dividend
for the acquisition of the Founding Practices accounted for in accordance
with SAB 48.

4. Reflects the issuance of 287,871 shares of common stock of the
Company valued at the assumed initial public offering price of $11.00 per
share, notes payable of $4,749,866, the accrual of cash owed of $7,916,443
and the establishment of the fair value of the assets acquired and
liabilities assumed for the acquisition of certain assets of the Founding
Practices acquired and accounted for as asset acquisitions in accordance
with APB 16. The intangible asset recorded will be amortized by the Company
over the term of the applicable business services agreements, 25 years.

5. Reflects the issuance of 344,263 shares of common stock of the
Company valued at $8.93 per share and the accrual of cash owed of $426,800
for the acquisition of the right to negotiate business development
agreements with plastic surgery practices originally contacted by and under
exclusivity agreements with ISIS Cosmetic Surgery Partners, Inc. The
Company recorded an intangible asset related to this asset that will be
amortized over 25 years, the term of the related business services
agreements.

6. Reflects the reversal of a valuation allowance reserve for
previously established deferred income tax assets primarily related to net
operating loss carryforwards that management believes are more than likely
to be received upon the completion of the initial public offering and the
acquisition of the Founding Practices.

7. Reflects the issuance of warrants to purchase 1,550,204 shares of
common stock at an exercise price of $2.50 per share. Proceeds were
$303,852 in cash and $391,250 in notes receivable. Each warrant was valued
at approximately $7.17 per share.

8. Reflects the issuance of 2,400,000 shares of common stock of the
Company valued at $11.00 per share and receipt of net proceeds of
$22,438,000.

9. Reflects the payment of $13,620,971 to owners of the Founding
Practices and $2,167,937 for accrued compensation and consulting fees.

10. Reflects the issuance of warrants to purchase 271,500 shares of
common stock with an exercise price equal to the assumed initial public
offering price of $11.00 per share. Each warrant was valued at
approximately $5.54 per share.

11. Reflects the payment of the notes payable assumed from the
Founding Practices of $205,059.

F-21
<PAGE> 75

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[COMPANY LOGO]

UNTIL , 1999 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT BUY, SELL OR TRADE THESE SHARES OF COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 76

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses (other than underwriting
discounts and commissions) in connection with the offering described in this
Registration Statement, all of which shall be paid by the company. All such
amounts (except the SEC Registration Fee, the NASD Filing Fee and the Nasdaq
Stock Market Fee) are estimated.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 8,813
National Association of Securities Dealers Filing Fee....... 3,812
Nasdaq Stock Market Fee..................................... 50,000
Blue Sky Fees and Expenses.................................. 10,000
Accountants' Fees and Expenses.............................. 450,000
Legal Fees and Expenses..................................... 700,000
Transfer Agent and Registrar Fees and Expenses.............. 5,000
Printing and Engraving Expenses............................. 370,000
Miscellaneous............................................... 252,375
----------
Total*............................................ $1,850,000
==========
</TABLE>

- ---------------

* The selling shareholders will not bear any portion of these expenses.

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Georgia Business Corporation Code permits a corporation to eliminate or
limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director, provided that no provisions shall eliminate or limit the liability of
a director: (A) for any appropriation, in violation of his duties, of any
business opportunity of the corporation; (B) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (C) for unlawful corporate
distributions; or (D) for any transaction from which the director received an
improper personal benefit. This provision pertains only to breaches of duty by
directors in their capacity as directors (and not in any other corporate
capacity, such as officers) and limits liability only for breaches of fiduciary
duties under Georgia corporate law (and not for violation of other laws, such as
the Federal securities laws).

Pursuant to the company's Amended and Restated Articles of Incorporation
and Bylaws, officers and directors shall be indemnified by the company to the
fullest extent allowed under Georgia law for claims brought against them in
their capacities as officers and directors. Indemnification is not allowed if
the officer or director does not act in good faith and in a manner reasonably
believed to be in the best interests of the company, or if the officer or
director had no reasonable cause to believe his conduct was lawful. Accordingly,
indemnification may occur for liabilities arising under the Securities Act.

The company and the underwriters have agreed to indemnify each other
(including officers and directors) against liabilities, including liabilities
under the Securities Act. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted for directors, officers and
controlling persons of the company pursuant to the foregoing provisions or
otherwise, the company has been advised that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

The company has purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors and officers of the registrant, or that
may arise out of their status as directors or officers of the registrant,
including liabilities under federal and state securities laws.

II-1
<PAGE> 77

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On May 15, 1997, in connection with the formation of the company, we issued
806,400 shares of common stock, no par value per share at $.001 per share to
approximately 14 founding individuals. This issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

From June 2, 1997 to October 30, 1997, we issued 112,000 shares of common
stock to 24 investors for $4.46 per share. These sales were exempt from
registration under Regulation D ("Regulation D") promulgated under Section 4(2)
of the Securities Act of 1933.

From March 2, 1998 to February 24, 1999, we issued 168,000 shares of common
stock to 24 investors for $8.93 per share. All of these sales were to accredited
investors and were exempt from registration under Regulation D.

On July 1, 1998 and August 1, 1998, we granted to employees an aggregate of
50,400 options with an exercise price of $8.93 per share. We relied on the
exemption in Rule 701 promulgated under the Securities Act of 1933, as amended
("Rule 701") for the grants.

On May 13, 1999, we issued to various employees warrants to purchase
160,000 shares of our common stock at $2.50 per share. The warrants are
exercisable for 5 years from date of grant. We relied on Rule 701 for exemption
from registration under the Securities Act.

On May 13, 1999, we sold to our existing shareholders for $.50 per share
warrants to purchase 1,390,204 shares of our common stock at $2.50 per share.
The warrants are exercisable for five years from the grant date. Four of the
purchasers purchased the warrants in exchange for notes issued to the company in
an aggregate principal amount of $391,250. We relied on Regulation D for
exemption from registration under the Securities Act.

On May 13, 1999, we issued to Isis Cosmetic Surgery Partners, Inc. 344,263
shares of our common stock in exchange for rights to negotiate business
development agreements with certain plastic surgery practices. We relied on
exemptions from registration under the Securities Act.

In each issuance, we also relied on exemptions form registration under
state securities regulations.

The Company used the proceeds from the above referenced sales to fund
working capital and operating expenses. No underwriter was engaged in connection
with these sales.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
1.1* -- Underwriting Agreement
2.1 -- Form of Agreement and Plan of Reorganization between the
company and founding practices
2.2 -- Form of Amendment to the Form of Agreement and Plan of
Reorganization between the company and founding practices
2.3 -- Form of Purchase and Sale Agreement between the company and
founding practices
2.4 -- Form of Stock Purchase and Sale Agreement between the
company and the founding practices
2.5* -- Letter Agreement between the company and Isis Cosmetic
Surgery Partners, Inc. dated May 13, 1999
3.1* -- Amended and Restated Articles of Incorporation
3.2* -- Bylaws
4.1* -- Specimen Common Stock Certificate
5.1* -- Opinion of King & Spalding as to the legality of the common
stock being registered
10.1 -- Employment Agreement between the company and Dennis E.
Condon dated June 15, 1998
10.2* -- Employment Agreement between the company and David H.
Challoner dated November 1, 1998
10.3 -- Amendment to Employment Agreement between the company and
David Challoner dated February 25, 1999.
</TABLE>

II-2
<PAGE> 78

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.4 -- Employment Agreement between the company and Patricia
Altavilla dated July 22, 1998
10.5 -- Amendment to Employment Agreement between the company and
Patricia A. Altavilla dated March 1, 1999.
10.6* -- Consulting Agreement between the company and Jonathan E.
Wilfong dated September 30, 1998
10.7 -- Form of Service Agreement between the company and the
founding practices
10.8 -- Form Amendment to Form of Service Agreement between the
company and the founding practices
10.9 -- Form of Consulting and Business Services Agreement between
the company and the founding practices
10.10 -- Form of Employment Agreement between the allied surgeons and
the allied practices
10.11* -- Form of Subscription Agreement between the subscribing
surgeons and the company
10.12* -- Form of the Company's Management Services Agreement between
10.13* -- 1998 Employee Stock Option Plan
10.14* -- 1998 Non-Employee Director Stock Option Plan
10.15* -- Consulting Agreement between the Company and David Challoner
dated October 1, 1997.
23.1 -- Consent of Arthur Andersen LLP
23.2* -- Consent of King & Spalding (contained in Exhibit 5.1)
23.3** -- Consent of John C. Schantz, M.D.
23.4** -- Consent of Dennis E. Condon
23.5** -- Consent of Robert A. Ersek, M.D.
23.6** -- Consent of W. Grant Stevens, M.D.
23.7 -- Consent of Richard A. Mladick, M.D.
24.1** -- Powers of Attorney (contained on the signature page)
27.1** -- Financial Data Schedule (for SEC use only)
27.2** -- Financial Data Schedule (for SEC use only)
27.3** -- Financial Data Schedule (for SEC use only)
</TABLE>

- ---------------

* To be filed by amendment.
** Previously filed.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the
Underwriters, at the closing specified in the Underwriting Agreement,
certificates representing the shares of Common Stock offered hereby in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-3
<PAGE> 79

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as a
part of the registration statement in reliance upon Rule 430A and contained
in a form prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 80

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused Amendment No. 2 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Santa Barbara,
State of California on June 24, 1999.

THE PLASTIC SURGERY COMPANY

By: /s/ DENNIS E. CONDON
------------------------------------
Dennis E. Condon
Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jonathan
E. Wilfong and Dennis Condon, and each of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement and a new registration statement
filed pursuant to Rule 462(b) under the Securities Act of 1933 and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the United States Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, Amendment No. 2
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JONATHAN WILFONG Chairman of the Board June 24, 1999
- -----------------------------------------------------
Jonathan Wilfong

/s/ DENNIS CONDON President and Chief Executive June 24, 1999
- ----------------------------------------------------- Officer (Principal Executive
Dennis Condon Officer)

/s/ GUNNAR SUNDSTROM Chief Financial Officer June 24, 1999
- -----------------------------------------------------
Gunnar Sundstrom
</TABLE>

II-5
<PAGE> 81

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<C> <C> <S> <C>
1.1* -- Underwriting Agreement......................................
2.1 -- Form of Agreement and Plan of Reorganization between the
company and the founding practices..........................
2.2 -- Form of Amendment to the Form of Agreement and Plan of
Reorganization between the company and the founding
practices...................................................
2.3 -- Form of Purchase and Sale Agreement between the company and
the founding practices......................................
2.4 -- Form of Stock Purchase and Sale Agreement between the
company and the founding practices..........................
2.5* -- Letter Agreement between the company and Isis Cosmetic
Surgery Partners, Inc. dated May 13, 1999...................
3.1* -- Amended and Restated Articles of Incorporation..............
3.2* -- Bylaws......................................................
4.1* -- Specimen Common Stock Certificate...........................
5.1* -- Opinion of King & Spalding as to the legality of the common
stock being registered......................................
10.1 -- Employment Agreement between the company and Dennis E.
Condon dated June 15, 1998..................................
10.2* -- Employment Agreement between the company and David H.
Challoner dated November 1, 1998............................
10.3 -- Amendment to Employment Agreement between the company and
David Challoner dated February 25, 1999.....................
10.4 -- Employment Agreement between the company and Patricia
Altavilla dated July 22, 1998...............................
10.5 -- Amendment to Employment Agreement between the company and
Patricia A. Altavilla dated March 1, 1999...................
10.6* -- Consulting Agreement between the company and Jonathan E.
Wilfong dated September 30, 1998............................
10.7 -- Form of Service Agreement between the company and the
founding practices..........................................
10.8 -- Form of Amendment to Form of Service Agreement between the
company and the founding practices..........................
10.9 -- Form of Consulting and Business Services Agreement between
the company and the founding practices......................
10.10 -- Form of Employment Agreement between the allied surgeons and
the allied practices........................................
10.11* -- Form of Subscription Agreement between the subscribing
surgeons and the company....................................
10.12* -- Form of the Company's Management Services Agreement
between.....................................................
10.13* -- 1998 Employee Stock Option Plan.............................
10.14* -- 1998 Non-Employee Director Stock Option Plan................
10.15* -- Consulting Agreement between the Company and David Challoner
dated October 1, 1997.......................................
23.1 -- Consent of Arthur Andersen LLP..............................
23.2* -- Consent of King & Spalding (contained in Exhibit 5.1).......
23.3** -- Consent of John C. Schantz, M.D.............................
</TABLE>

II-6
<PAGE> 82

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<C> <C> <S> <C>
23.4** -- Consent of Dennis E. Condon.................................
23.5** -- Consent of Robert A. Ersek, M.D.............................
23.6** -- Consent of W. Grant Stevens, M.D............................
23.7 -- Consent of Richard A. Mladick, M.D..........................
24.1** -- Powers of Attorney (contained on the signature page)........
27.1** -- Financial Data Schedule (for SEC use only)..................
27.2** -- Financial Data Schedule (for SEC use only)..................
27.3** -- Financial Data Schedule (for SEC use only)..................
</TABLE>

* To be filed by amendment.
** Previously filed.

II-7

<PAGE> 1

EXHIBIT 2.1

FORM OF
AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made
and executed as of the ____ day of ________, 199__, by and among Better Image,
Inc., a Georgia corporation ("Better Image"), ___________________, a
_____________________ (the "Company"), and _______________________, residents of
the State of __________________ (individually "Shareholder" and collectively
"Shareholders").

WITNESSETH:

WHEREAS, the Company owns certain assets used to operate a cosmetic and
reconstructive surgery practice in ___________________;

WHEREAS, Shareholders are the only shareholders of the Company;

WHEREAS, Better Image is engaged in the business of acquiring the
assets of and managing cosmetic and reconstructive surgery practices to the
extent permitted by applicable law; and

WHEREAS, the Boards of Directors of each of the Company and Better
Image have determined that a business combination between the parties is in the
best interests of their respective companies and shareholders and accordingly
have agreed to effect the Merger (as hereinafter defined) upon the terms and
conditions set forth herein;

WHEREAS, it is intended that for federal income tax purposes the Merger
shall qualify as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

SECTION 1. THE MERGER.

The closing of the transactions contemplated hereby (the "Closing")
will take place as soon as practicable following the satisfaction or waiver of
the conditions to the obligations of the parties to effect the Merger, but in no
event shall the Closing be held later than June 30, 1999 (such date of Closing
being referred to herein as the "Closing Date"). The place of Closing shall be
at such place as the parties may mutually agree.

1.1 MERGER OF THE COMPANY INTO BETTER IMAGE. On the Closing Date,
the Company shall be merged with and into Better Image in accordance with this
Agreement and the separate corporate existence of the Company shall thereupon
cease (the "Merger"). The Merger shall be based on the respective
representations, warranties and agreements of the parties hereto, and shall be
subject to the terms and conditions herein stated. The Merger is intended to

<PAGE> 2

be a "tax-free reorganization" pursuant to Section 368(a)(1)(A) of the Code and
the parties hereto shall not report the transaction in a manner inconsistent
therewith or otherwise take any action that would prevent the Merger from
qualifying as such; provided, however, that the actual tax effect of the
transactions contemplated by this Agreement is not a condition precedent to the
closing of the transactions contemplated hereby and no party hereto makes or has
made any representation, warranty or covenant to any other party hereto as to
such qualification. Better Image shall be the surviving corporation in the
Merger (in such capacity, hereinafter referred to as the "Surviving
Corporation") and shall be governed by the laws of the State of Georgia, and the
separate corporate existence of Surviving Corporation with all its rights,
privileges, powers, immunities, purposes and franchises shall continue
unaffected by the Merger, except as set forth herein. The Merger shall have the
effects specified pursuant to the laws of the State of Georgia.

1.2 MERGER CERTIFICATES. If all conditions to the Merger set forth
herein have been fulfilled or waived in accordance herewith and this Agreement
shall not have been terminated pursuant to the terms hereof, the parties hereto
shall cause to be properly executed and filed on the Closing Date Articles of
Merger meeting the requirements of the laws of the State of _____________. The
Merger shall become effective on the Closing Date (such effective date being
referred to herein as the "Effective Date").

1.3 ARTICLES OF INCORPORATION OF SURVIVING CORPORATION. At the
Effective Date, the Articles of Incorporation of Better Image shall be the
Articles of Incorporation of the Surviving Corporation.

1.4 BYLAWS OF THE SURVIVING CORPORATION. The Bylaws of Better
Image on the Closing Date shall be the Bylaws of the Surviving Corporation,
unless and until duly amended in accordance with their terms.

1.5 DIRECTORS OF THE SURVIVING CORPORATION. The persons who are
directors of Better Image immediately prior to the Effective Date shall, from
and after the Closing Date, be the directors of the Surviving Corporation until
their successors have been duly elected or appointed and qualified or until
their earlier death, resignation or removal in accordance with the Surviving
Corporation's Articles of Incorporation and Bylaws.

1.6 OFFICERS OF THE SURVIVING CORPORATION. The persons who are
officers of Better Image immediately prior to the Effective Date shall, from and
after the Effective Date, be the officers of the Surviving Corporation and shall
hold their same respective office(s) until their earlier death, resignation or
removal.

1.7 CONVERSION OF COMPANY COMMON STOCK. The manner of converting
shares of the Company in the Merger shall be as follows:

(a) As a result of the Merger and without any action on
the part of the holder thereof, all shares of Company common stock issued and
outstanding on the Effective Date shall

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<PAGE> 3

cease to be outstanding and shall be canceled and retired and shall cease to
exist, and each holder of a certificate representing any such shares of Company
common stock shall thereafter cease to have any rights with respect to such
shares of Company common stock, except the right, subject to Section 1.8(c), to
receive, without interest, the consideration specified in Annex I attached
hereto (in the aggregate, the "Merger Consideration").

(b) Each share of Company common stock held in the
Company's treasury, if any, on the Closing Date, by virtue of the Merger, shall
cease to be outstanding and shall be canceled and retired without payment of any
consideration therefor and shall cease to exist.

1.8 EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON
STOCK.

(a) On the Closing Date, (i) the Shareholders, as the
holders of all outstanding certificates representing shares of Company common
stock, shall, upon surrender of such certificates, be entitled to receive the
Merger Consideration and (ii) until the certificates representing Company common
stock have been surrendered by Shareholders and replaced by certificates
representing Better Image common stock, the certificates for Company common
stock shall, for all purposes, be deemed to evidence ownership of Better Image
common stock in such share amounts as will be issued pursuant to Annex I.

(b) The Shareholders shall deliver to Better Image on the
Closing Date the certificates representing Company common stock owned by them,
duly endorsed in blank by the Shareholders, or accompanied by blank stock
powers, and with all necessary transfer tax and other revenue stamps (if any),
acquired at the Shareholders' expense. The Shareholders agree to cure any
deficiencies with respect to the endorsement of the certificates or other
documents of conveyance with respect to such Company common stock or with
respect to the stock powers accompanying any Company Common Stock. Simultaneous
with such delivery on the Closing Date, the Shareholders shall receive in
exchange therefor a certificate representing that number of shares of Better
Image common stock and the amount of any cash such Shareholder is entitled to
receive pursuant to Sections 1.7 and 1.8(c) hereof.

(c) The percentage of Common Stock collectively held by
all of the cosmetic and reconstructive surgical practices affiliated with Better
Image, including the Shareholders, immediately prior to the exchange of Common
Stock for cash (20%) and immediately prior to the initial public offering (the
"IPO") shall be sixty-five percent (65%).

(d) Notwithstanding Section 1.7 or any other provision of
this Section 1.8, no fractional shares of Better Image common stock will be
issued.

1.9 SUBSEQUENT ACTIONS. If, at any time after the Effective Date,
the Surviving Corporation shall consider or be advised that any deeds, bills of
sale, assignments, assurances or any other actions or things are necessary or
desirable to vest, perfect or confirm of record or

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<PAGE> 4

otherwise in the Surviving Corporation its right, title or interest in, to or
under any of the rights, properties or assets of the Company acquired or to be
acquired by the Surviving Corporation as a result of, or in connection with, the
Merger or otherwise to carry out this Agreement, and to effect the cancellation
of all outstanding shares of Company common stock in return for the
consideration set forth in this Agreement, the officers and directors of the
Surviving Corporation shall be authorized to execute and deliver, in the name
and on behalf of the Company, and each Shareholder or otherwise, to carry out
all such deeds, bills of sale, assignments and assurances and to take and do, in
the name and on behalf of the Company or otherwise, all such other actions and
things as may be necessary or desirable to vest, perfect or confirm any and all
right, title and interest in, to and under such rights, properties or assets in
the Surviving Corporation or otherwise to carry out this Agreement.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS.

The Company and the Shareholders, jointly and severally, hereby
represent and warrant to Better Image that the following statements are current
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date and the Effective Date.

2.1 CORPORATE EXISTENCE; GOOD STANDING. The Company is duly
organized, validly existing and in good standing under the laws of the State of
______________. The Company has all necessary corporate powers to own all of its
assets and to carry on its business as such business is now being conducted. The
Company does not own stock directly or indirectly, in any other corporation,
association or business organization, nor is the Company a party to any joint
venture or partnership, other than as set forth on Exhibit 2.1. The Shareholders
are the sole shareholders of the Company and own all outstanding shares of
capital stock, free of all security interests, claims, encumbrances and liens,
in the amounts set forth on Exhibit 2.1. Each share of Company common stock has
been legally and validly issued and is fully paid and nonassessable. No shares
of capital stock of the Company are owned by the Company in treasury. There are
no outstanding (a) bonds, debentures, notes or other obligations the holders of
which have the right to vote with the shareholders of the Company on any matter
(except as set forth in Exhibit 2.1), (b) securities of the Company convertible
into equity interests in the Company, or (c) commitments, options, rights or
warrants to issue any such equity interests in the Company, to issue securities
of the Company convertible into such equity interests, or to redeem any
securities of the Company. The Company is not required to qualify to do business
as a foreign corporation in any other state or jurisdiction by reason of its
business, properties or activities in or relating to such other state or
jurisdiction. The Company does not have any assets, employees or offices in any
state other than _____________________.

2.2 POWER AND AUTHORITY FOR TRANSACTIONS. The Company has the
corporate power to execute, deliver and perform this Agreement and all
agreements and other documents executed and delivered by it pursuant to this
Agreement or to be executed and delivered on the Closing Date, and has taken all
action required by law, its Articles of

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<PAGE> 5

Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and
performance of this Agreement and such related documents. Each Shareholder has
the legal capacity to enter into and perform this Agreement and the other
agreements to be executed and delivered in connection herewith. The Company has
obtained (or will obtain as of the Closing Date) the approval of its
shareholders necessary to the consummation of the transactions contemplated
herein. This Agreement and all agreements and documents executed and delivered
in connection herewith have been, or will be as of the Closing Date, duly
executed and delivered by the Company and the Shareholders, as appropriate, and
constitute or will constitute the legal, valid and binding obligations of the
Company and the Shareholders, enforceable against the Company and the
Shareholders in accordance with their respective terms, except as may be limited
by applicable bankruptcy, insolvency or similar laws affecting creditors' rights
generally or the availability of equitable remedies. The execution and delivery
of this Agreement, and the agreements executed and delivered pursuant to this
Agreement or to be executed and delivered on the Closing Date, do not, and,
subject to the receipt of consents described on Exhibit 2.5, the consummation of
the actions contemplated hereby will not, violate any provision of the Articles
of Incorporation or Bylaws of the Company or any provisions of, or result in the
acceleration of, any obligation under any mortgage, lien, lease, agreement,
rent, instrument, order, arbitration award, judgment or decree to which the
Company or any Shareholder is a party or by which the Company or any Shareholder
is bound, or violate any material restrictions of any kind to which the Company
is subject, or result in any lien or encumbrance on any of the Company's assets.

2.3 PERMITS, LICENSES AND GOVERNMENTAL AUTHORIZATIONS. All
building or other permits, certificates of occupancy, concessions, grants,
franchises, licenses, certificates of need and other governmental authorizations
and approvals required to be maintained by the Company, the Shareholders and
each licensed employee of the Company have been duly obtained and are in full
force and effect unless such failure to obtain would not have a material adverse
effect on the Company. There are no proceedings pending or, to the knowledge of
the Company and the Shareholders, threatened, which may result in the
revocation, cancellation or suspension, or any adverse modification, of any
thereof.

2.4 CORPORATE RECORDS. True and correct copies of the Articles of
Incorporation, Bylaws and all amendments thereto of the Company have been
delivered to Better Image, and the books of account of the Company have been
kept accurately in the ordinary course of business and the revenues, expenses,
assets and liabilities of the Company have been properly recorded in such books.

2.5 CONSENTS. Except as set forth on Exhibit 2.5, no consent,
authorization, permit, license or filing with any governmental authority, any
lender, lessor, any manufacturer or supplier or any other person or entity is
required to authorize, or is required in connection with, the execution,
delivery and performance of this Agreement and the agreements and documents
contemplated hereby on the part of the Company or the Shareholders.

-5-
<PAGE> 6

2.6 THE COMPANY'S FINANCIAL INFORMATION. The Company has
heretofore furnished Better Image with copies of financial information
("Financial Statements") about the Company as set forth on Exhibit 2.6 attached
hereto, including the unaudited Balance Sheet ("Balance Sheet") as of __________
("Balance Sheet Date"). Such financial statements were prepared in accordance
with Generally Accepted Accounting Principles ("GAAP") consistently applied
throughout the periods involved, and fairly present the financial condition and
results of operations of the Company, as applicable, as of the respective dates
thereof and for the respective periods covered thereby, reflect all liabilities
of the Company, including all contingent liabilities of the Company, as of their
respective dates, and present fairly the financial position of the Company as of
such dates and the results of operations and cash flows for the period or
periods reflected therein as required in accordance with GAAP; provided,
however, that such Financial Statements are subject to post year end adjustments
(which will not be material individually or in the aggregate).

2.7 LEASES. Exhibit 2.7 attached hereto sets forth a list of all
leases pursuant to which the Company leases, as lessor or lessee, real or
personal property used in operating the business of the Company or otherwise.
Such leases listed on Exhibit 2.7 are valid and enforceable in accordance with
their respective terms unless such validity or unenforceability will have no
material negative impact on the Company. There is not, under any such lease, any
existing default by the Company, as lessor or lessee, or any condition or event
of which the Company or any Shareholder has knowledge which with notice or lapse
of time, or both, would constitute a default.

2.8 CONDITION OF ASSETS. All of the plants, structures and
equipment used by the Company in its business are in good condition and repair
subject to normal wear and tear and conform with all applicable ordinances,
regulations and other laws, and the Company and the Shareholders have no
knowledge of any latent defects therein.

2.9 TITLE TO AND ENCUMBRANCES ON PROPERTY. An inventory list of
all interests in personal property and real estate leasehold interests owned by
the Company is set forth on Exhibit 2.9 (the "Property"). The Company has good,
valid and marketable title to the Property free and clear of any liens, claims,
charges, exceptions or encumbrances, except for those, if any, which are set
forth in Exhibit 2.9 attached hereto or those which were disposed of in the
ordinary course of business prior to the Closing Date. The real estate leasehold
interest and personal property described on Exhibit 2.7 and Exhibit 2.9
constitute the only real and personal property used in the conduct of the
Company's business, except as otherwise disclosed in Exhibit 2.9.

2.10 INVENTORIES. All inventories of the Company used in the
conduct of its business are reflected on the Balance Sheet in accordance with
GAAP. The items of the Company's inventory have been acquired in the ordinary
course of its business, are adequate for the reasonable requirements of its
business, and may be used for their intended purposes. Except as otherwise noted
in the Balance Sheet, substantially all of the inventory owned or used by the

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<PAGE> 7

Company is in good, current, standard and merchantable condition and is not
obsolete or defective.

2.11 INTELLECTUAL PROPERTY RIGHTS; NAMES. Except as set forth on
Exhibit 2.11, the Company has no right, title or interest in or to patents,
patent rights, corporate names, assumed names, manufacturing processes, trade
names, trademarks, service marks, inventions, specialized treatment protocols,
copyrights, formulas and trade secrets or similar items and such items are the
only such items necessary for the conduct of its business. Set forth in Exhibit
2.11 is a listing of all names of all predecessor companies of the Company,
including the names of any entities from whom the Company previously acquired
significant assets. Except for off-the-shelf software licenses and except as set
forth on Exhibit 2.11, the Company is not a licensee in respect of any patents,
trademarks, service marks, trade names, copyrights or applications therefor, or
manufacturing processes, formulas or trade secrets or similar items and no such
licenses are necessary for the conduct of its business. No claim is or, to the
best of Company's or Shareholders' knowledge, is pending to the effect that the
present or past operations of the Company infringe upon or conflict with the
asserted rights of others to any patents, patent rights, manufacturing
processes, trade names, trademarks, service marks, inventions, licenses,
specialized treatment protocols, copyrights, formulas, know-how and trade
secrets. To the best of Company's and Shareholders' knowledge, the Company has
the sole and exclusive right to use all such proprietary rights without
infringing or violating the rights of any third parties and no consents of any
third parties are required for the use thereof by the Surviving Corporation.

2.12 DIRECTORS AND OFFICERS; PAYROLL INFORMATION; EMPLOYEES. Set
forth on Exhibit 2.12 attached hereto is a true and complete list, as of the
date of this Agreement of: (a) the name of each director and officer of the
Company and the offices held by each, (b) the most recent payroll report of the
Company, showing all current employees of the Company and their current levels
of compensation, (c) promised increases in compensation of employees of the
Company that have not yet been effected, (d) oral or written employment
agreements or independent contractor agreements (and all amendments thereto) to
which the Company is a party, copies of which have been delivered to Better
Image, and (e) all employee manuals, materials, policies, procedures and
work-related rules, copies of which have been delivered to Better Image. The
Company is in compliance with all applicable laws, rules, regulations and
ordinances respecting employment and employment practices. The Company has not
engaged in any unfair labor practice. To the best of Company's and Shareholders'
knowledge, there are no unfair labor practices charges or complaints pending or
threatened against the Company, and the Company has never been a party to any
agreement with any union, labor organization or collective bargaining unit.

2.13 LEGAL PROCEEDINGS. Except as set forth on Exhibit 2.13,
neither the Company nor any Shareholder nor outstanding shares of the Company's
stock nor any of the Company's assets is subject to any pending, nor does the
Company or any Shareholder have knowledge of any threatened litigation,
governmental investigation, condemnation or other

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<PAGE> 8

proceeding against or relating to or affecting the Company, any Shareholder, the
outstanding shares of the Company's stock, any of the assets of the Company, the
operations, business or prospects of the Company or the transactions
contemplated by this Agreement, and, to the knowledge of the Company and the
Shareholders, no basis for any such action exists, nor is there any legal
impediment of which the Company or any Shareholder has knowledge to the
continued operation of its business in the ordinary course, subject to consents
set forth on Exhibit 2.5.

2.14 CONTRACTS. The Company has delivered to Better Image true
copies of all written, and disclosed to Better Image, all oral, outstanding
contracts, obligations and commitments of the Company, excluding patient
contracts (the "Contracts"), all of which are listed or incorporated by
reference on Exhibit 2.7 (in the case of leases) and Exhibit 2.14 (in the case
of Contracts other than leases) attached hereto. Except as otherwise indicated
on such Exhibits, to the best of Company's and Shareholders' knowledge, all of
such Contracts are valid, binding and enforceable in accordance with their terms
and are in full force and effect, and no defenses, offsets or counterclaims have
been asserted or may be made by any party thereto, subject to applicable
bankruptcy, insolvency, reorganization or other laws affecting the rights of
creditors generally, or to equitable principles. Except as indicated on such
Exhibits, there is not, under any such Contract, any existing default by the
Company, or any condition or event of which the Company or any Shareholder has
knowledge which with notice or lapse of time, or both, would constitute a
default. The Company and the Shareholders have no knowledge of any default by
any other party to such Contracts. Neither the Company nor the Shareholders have
received notice of the intention of any party to any Contract to cancel or
terminate any Contract and have no reason to believe that any amendment or
change to any Contract is contemplated by any party thereto. Other than those
contracts, obligations and commitments of the Company listed on Exhibit 2.7 and
Exhibit 2.14 and any patient contracts, the Company is not a party to any
material written or oral agreement, contract, lease or arrangement, including
any:

(a) Contract related to the assets of the Company not
made in the ordinary course of business other than this Agreement;

(b) Employment, consulting or compensation agreement or
arrangement;

(d) Lease agreement with respect to any property, whether
as lessor or lessee;

(e) Deed, bill of sale or other document evidencing an
interest in or agreement to purchase or sell real or personal property;

(f) Contract for the purchase of materials, supplies or
equipment (i) which is in excess of the requirements of its business now booked
or for normal operating inventories, or (ii) which is not terminable upon notice
of thirty (30) days or less;

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<PAGE> 9

(g) Agreement for the purchase from a supplier of all or
substantially all of the requirements of the Company of a particular product or
service;

(h) Loan agreement or other contract for money borrowed
or lent or to be borrowed or lent to another;

(i) Contracts containing non-competition covenants; or

(j) Other contracts or agreements that involve either an
unperformed commitment in excess of $1,000 or that cannot be performed in the
ordinary course of business within thirty (30) days after the date hereof or
terminated by the Company without payment of any penalty or other expense.

2.15 SUBSEQUENT EVENTS. Except as disclosed on Exhibit 2.15, the
Company has not, since the Balance Sheet Date:

(a) Incurred any material obligation or liability
(absolute, accrued, contingent or otherwise) or entered into any contract,
lease, license or commitment, except for this Agreement, other than in the
ordinary course of business or incurred any indebtedness;

(b) Discharged or satisfied any material lien or
encumbrance, or paid or satisfied any material obligation or liability
(absolute, accrued, contingent or otherwise) other than (i) liabilities shown or
reflected on the Balance Sheet or (ii) liabilities incurred since the Balance
Sheet Date in the ordinary course of business;

(d) Made any payments to or loaned any money to any
person or entity other than in the ordinary course of business consistent with
past practices;

(e) Lost or terminated any employee, patient, customer or
supplier that has, individually or in the aggregate, a material adverse effect
on its business;

(f) Increased or established any reserve for taxes or any
other liability on its books or otherwise provided therefor;

(g) Mortgaged, pledged or subjected to any lien, charge
or other encumbrance any of the assets of the Company, tangible or intangible;

(h) Sold or contracted to sell or transferred or
contracted to transfer any of the assets used in the conduct of the Company's
business or canceled any debts or claims or waived any rights, except in the
ordinary course of business consistent with past practices;

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<PAGE> 10

(i) Except in the ordinary course of business consistent
with past practices, granted any increase in the rates of pay of employees,
consultants or agents, or by means of any bonus or pension plan, contract or
other commitment, increased the compensation of any officer, employee,
consultant or agent;

(j) Authorized or incurred any capital expenditures in
excess of Five Thousand Dollars ($5,000);

(k) Except for this Agreement and any other agreement
executed and delivered pursuant to this Agreement, entered into any material
transaction other than as permitted hereunder;

(l) Redeemed, purchased, sold or issued any stock, bonds
or other securities to persons other than the Shareholders;

(m) Experienced damage, destruction or loss (whether or
not covered by insurance) materially and adversely affecting any of its
properties, assets or business, or experienced any other material adverse change
in its financial condition, assets, prospects, liabilities or business;

(n) Declared or paid a distribution, payment or dividend
of any kind on the capital stock of the Company;

(o) Repurchased, approved any repurchase or agreed to
repurchase any of the Company's capital stock; or

(p) Suffered any material adverse change in the business
of the Company or to the assets of the Company.

2.16 ACCOUNTS RECEIVABLE/PAYABLE. The Balance Sheet reflects the
amount, as of the Balance Sheet Date, of the Company's (i) accounts receivable,
net of allowances for uncollectible and doubtful amounts ("Accounts
Receivable"), and (ii) current accounts payable and current accrued liabilities
(other than the current portion of long-term debt) ("Accounts Payable"). Exhibit
2.16 contains a true and accurate (i) list of all Accounts Receivable, and (ii)
list of all Accounts Payable and (iii) statement of the working capital
("Working Capital") of the Company as of the Balance Sheet Date. Since the
Balance Sheet Date, the Company has not changed any principle or practice with
respect to the recordation of accounts receivable or the calculation of reserves
therefor, or any material collection, discount or write-off policy or procedure.
Accounts Receivable are not recorded in amounts estimated to be net of
contractual allowances related to third-party payor arrangements. The Company is
in substantial compliance with the terms and conditions of such third-party
payor arrangements, and

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<PAGE> 11

the reserves established by the Company are adequate to cover any liability
resulting from lack of compliance.

2.17 TAXES. The Company has filed all tax returns required to be
filed by it, and made all payments of taxes, including any interest, penalty or
addition thereto, required to be made by it, with respect to income taxes, real
and personal property taxes, sales taxes, use taxes, employment taxes, excise
taxes and other taxes due and payable on or before the date of this Agreement.
To the best of Company's and Shareholders' knowledge, all such tax returns are
complete and accurate in all respects and properly reflect the relevant taxes
for the periods covered thereby. The Company has no tax liability, except for
real and personal property taxes and license fees for the current period not yet
due and payable and sales, use, employment and similar taxes for periods as to
which such taxes have not yet become due and payable. The unpaid taxes of the
Company did not, as of the Balance Sheet Date, exceed the reserve for taxes set
forth on the face of the Balance Sheet, as adjusted for the passage of time
through the Closing Date, in accordance with the past custom and practice of the
Company. The Company and the Shareholders have not received any notice that any
tax deficiency or delinquency has been asserted against the Company and there
are no audits relating to taxes of the Company threatened, pending or in
process. The Company is not currently the beneficiary of any waiver of any
statute of limitations in respect of taxes nor of any extension of time within
which to file any tax return or to pay any tax assessment or deficiency. There
are no liens or encumbrances relating to taxes on, or threatened against any of
the assets of the Company. The Company has withheld and paid all taxes required
by law to have been withheld and paid by it. Neither the Company nor any
predecessor of the Company is or has been a party to any tax allocation or
sharing agreement or a member of an affiliated group of corporations filing a
consolidated federal income tax return. The Company has delivered to Better
Image correct and complete copies of the Company's three most recently filed
annual state and federal income tax returns, together with all examination
reports and statements of deficiencies assessed against or agreed to by the
Company during the three calendar year period preceding the date of this
Agreement.

2.18 COMMISSIONS AND FEES. There are no claims for brokerage
commissions or finder's or similar fees in connection with the transactions
contemplated by this Agreement which may be now or hereafter asserted against
Better Image, the Company or the Shareholders resulting from any action taken by
the Company or the Shareholders or their respective agents or employees, or any
of them.

2.19 LIABILITIES; DEBT. Except to the extent reflected or reserved
against on the Balance Sheet or set forth in Exhibit 2.13, the Company did not
have, as of the Balance Sheet Date, and has not incurred since that date and
will not have incurred as of the Closing Date, any liabilities or obligations of
any nature, whether accrued, absolute, contingent or otherwise, and whether due
or to become due, other than those incurred in the ordinary course of business.
The Company and the Shareholders do not know, or have reasonable grounds to
know, of any basis for the assertion against the Company as of the Balance Sheet
Date, of any claim or liability of any nature in any amount not fully reflected
or reserved against on the Balance Sheet, or of any

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<PAGE> 12

claim or liability of any nature arising since that date other than those
incurred in the ordinary course of business or contemplated by this Agreement.
All indebtedness of the Company (including without limitation, indebtedness for
borrowed money, guaranties and capital lease obligations) is described on
Exhibit 2.19 attached hereto.

2.20 INSURANCE POLICIES. The Company and each Shareholder of the
Company carries property, liability, malpractice, workers' compensation and such
other types of insurance as is customary in the industry. Valid and enforceable
policies in such amounts are outstanding and duly in force and will remain duly
in force through the Closing Date. All such policies are described in Exhibit
2.20 attached hereto and true and correct copies have been delivered to Better
Image. Neither the Company nor any Shareholder has received notice or other
communication from the issuer of any such insurance policy canceling or amending
such policy or threatening to do so. Neither the Company nor any Shareholder of
the Company has any outstanding claims, settlements or premiums owed against any
insurance policy.

2.21 EMPLOYEE BENEFIT PLANS. Except as set forth on Exhibit 2.21
attached hereto, the Company has neither established, nor maintains, nor is
obligated to make contributions to or under or otherwise participate in, (a) any
bonus or other type of compensation or employment plan, program, agreement,
policy, commitment, contract or arrangement (whether or not set forth in a
written document); (b) any pension, profit-sharing, retirement or other plan,
program or arrangement; or (c) any other employee benefit plan, fund or program,
including, but not limited to, those described in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). To the best of
Company's and Shareholders' knowledge, all such plans listed on Exhibit 2.21
(individually "Company Plan," and collectively "Company Plans") have been
operated and administered in all material respects in accordance with all
applicable laws, rules and regulations, including without limitation, ERISA, the
Internal Revenue Code of 1986, as amended, Title VII of the Civil Rights Act of
1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination
in Employment Act of 1967, as amended, and the related rules and regulations
adopted by those federal agencies responsible for the administration of such
laws. The Company has not previously made, is not currently making, and is not
obligated in any way to make, any contributions to any multi-employer plan
within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980.
With respect to each Company Plan, either (i) the value of plan assets
(including commitments under insurance contracts) is at least equal to the value
of plan liabilities or (ii) the value of plan liabilities in excess of plan
assets is disclosed on the Balance Sheet, all as of the Closing Date.

2.22 ADVERSE AGREEMENTS. The Company is not, and will not be as of
the Closing Date, a party to any agreement or instrument or subject to any
charter or other corporate restriction or any judgment, order, writ, injunction,
decree, rule or regulation that materially and adversely affects the condition
(financial or otherwise), operations, assets, liabilities, business or prospects
of the Company; provided, however, that the Company and the Shareholders will
remain in compliance with all requirements under the Company's existing managed
care

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<PAGE> 13

contracts and any physicians employed by the Company will remain in compliance
with all requirements governing the practice of medicine.

2.23 COMPLIANCE WITH LAWS IN GENERAL. The Company, the Shareholders
and Company's licensed employees have complied with all applicable laws, rules,
regulations and licensing requirements, including, without limitation, the
Federal Environmental Protection Act, the Occupational Safety and Health Act,
the Americans with Disabilities Act and any environmental laws and medical waste
laws, and there exist no violations by the Company, any Shareholder or any
licensed employee of the Company of any federal, state or local law or
regulation unless the failure to do so would have no material negative impact
upon the Company. Neither the Company nor any Shareholder has received any
notice of a violation of any federal, state and local laws, regulations and
ordinances relating to the operations of the business and assets of the Company
and no notice of any pending inspection or violation of any such law, regulation
or ordinance has been received by the Company or any Shareholder unless such
notice or violation would have no material negative impact upon the Company.

2.24 MEDICARE AND MEDICAID PROGRAMS. The Company, each Shareholder
and each licensed employee of the Company is qualified for participation in the
Medicare and Medicaid programs and is party to provider agreements for such
programs which are in full force and effect with no defaults having occurred
thereunder. The Company, each Shareholder and each licensed employee of the
Company has timely filed all claims or other reports required to be filed with
respect to the purchase of services by third-party payors, and all such claims
or reports are complete and accurate, and has no liability to any payor with
respect thereto. To the best of Company's and Shareholders' knowledge, there are
no pending appeals, overpayment determinations, adjustments, challenges, audit,
litigation or notices of intent to open Medicare or Medicaid claim
determinations or other reports required to be filed by the Company, each
Shareholder and each licensed employee of the Company. Neither the Company, nor
any Shareholder, nor to the best of Company's and Shareholder's knowledge, any
licensed employee of the Company has been convicted of, or pled guilty or nolo
contendere to, patient abuse or negligence, or any other Medicare or Medicaid
program related offense and none has committed any offense which may serve as
the basis for suspension or exclusion from the Medicare and Medicaid programs.

2.25 FRAUD AND ABUSE. The Company, the Shareholders and all persons
and entities providing professional services for the Company's business have
not, to the knowledge of the Company and the Shareholders, engaged in any
activities which are prohibited under ss.1320a-7b or ss.1395nn of Title 42 of
the United States Code or the regulations promulgated thereunder, or related
state or local statutes or regulations, or which are prohibited by rules of
professional conduct, including, but not limited to, the following: (a)
knowingly and willfully making or causing to be made a false statement or
representation of a material fact in any application for any benefit or payment;
(b) knowingly and willfully making or causing to be made any false statement or
representation of a material fact for use in determining rights to any benefit
or payment; (c) any failure by a claimant to disclose knowledge of the
occurrence of any event

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<PAGE> 14

affecting the initial or continued right to any benefit or payment on its own
behalf or on behalf of another, with the intent to fraudulently secure such
benefit or payment; and (d) knowingly and willfully soliciting or receiving any
remuneration (including any kickback, bribe or rebate) directly or indirectly,
overtly or covertly, in cash or in kind, or offering to pay or receive such
remuneration (i) in return for referring an individual to a person for the
furnishing or arranging for the furnishing of any item or service for which
payment may be made in whole or in part by Medicare or Medicaid, or (ii) in
return for purchasing, leasing or ordering or arranging for, or recommending,
purchasing, leasing or ordering any good, facility, service or item for which
payment may be made in whole or in part by Medicare or Medicaid, or (e)
referring a patient for designated health services to or providing designated
health services to a patient upon referral from an entity or person with which
the cosmetic and reconstructive surgeon or an immediate family member has a
financial relationship, and to which no exception under ss.1395nn of Title 42 of
the United States Code applies.

2.26 NO UNTRUE REPRESENTATIONS. No representation or warranty by
the Company or any Shareholder in this Agreement, and no Exhibit or certificate
issued or executed by, or information furnished by, officers or directors of the
Company or any Shareholder and furnished or to be furnished to Better Image
pursuant hereto, or in connection with the transactions contemplated hereby,
contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary to make the statements or facts
contained therein not misleading.

2.27 DISTRIBUTIONS AND REPURCHASES. No distribution, payment or
dividend of any kind has been declared or paid by the Company on any of its
capital stock since the Balance Sheet Date. No repurchase of any of the
Company's capital stock has been approved, effected or is pending, or is
contemplated by the Board of Directors of the Company.

2.28 OWNERSHIP INTERESTS OF INTERESTED PERSONS; COMPETITORS. To the
best of Company's and Shareholders' knowledge, no officer, employee, director or
shareholder of the Company, or their respective spouses, children or affiliates,
owns directly or indirectly, on an individual or joint basis, any interest in,
has a compensation or other financial arrangement with, or serves as an officer
or director of, any customer or supplier or competitor of the Company or any
organization that has a material contract or arrangement with the Company. To
the best of Company's and Shareholders' knowledge, neither the Company, nor any
of its directors, officers, employees, consultants or the Shareholders nor any
affiliate of such person is, or within the last three (3) years was, a party to
any contract, lease, agreement or arrangement, including, but not limited to,
any joint venture or consulting agreement with any cosmetic and reconstructive
surgeon, physician, hospital, pharmacy, or other person or entity which is in a
position to make or influence referrals to, or otherwise generate business for,
the Company or to provide services, lease space, lease equipment or engage in
any other venture or activity with the Company.

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<PAGE> 15

2.29 PAYORS. Exhibit 2.29 sets forth a true, complete and correct
list of the names and addresses of each payor of the Company's services which
accounted for more than ten percent (10%) of revenues of the Company in the
preceding fiscal year. To the best of Company's and Shareholders' knowledge, the
Company has good relations with all such payors and other material payors of the
Company and none of such payors has notified the Company that it intends to
discontinue its relationship with the Company or to deny any claims submitted to
such payor for payment.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF BETTER IMAGE.

Better Image hereby represents and warrants to the Company and the
Shareholders that the following statements are current and complete as of the
date of this Agreement and will be correct and complete as of the Closing Date
(as though made then and as though the Closing Date were substituted for the
date of this Agreement, except as set forth in the disclosure Exhibits
accompanying this Section 3) and the Effective Date.

3.1 CORPORATE EXISTENCE; GOOD STANDING. Better Image is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Georgia. Better Image is, or will be at Closing, duly qualified
to do business and is in good standing in the states where its ownership or
leasing of property or the conduct of its business requires it to be so
qualified and in which the failure to be duly qualified would have a material
adverse effect upon Better Image, and has the corporate power and authority to
carry on its business as now conducted and to own, lease and operate its assets,
properties and business. Better Image has in effect all federal, state, local
and foreign governmental authorizations necessary for it to own or lease its
properties and assets and to carry on its business as it is now being conducted,
the absence of which, either individual or in the aggregate, would have a
material adverse effect on the business, operations, or financial condition of
Better Image.

3.2 CONSENTS, POWER AND AUTHORITY. Better Image has corporate
power to execute, deliver and perform this Agreement and all agreements and
other documents executed and delivered by it pursuant to this Agreement, and has
taken all actions required by law, its Certificate and Articles of
Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and
performance of this Agreement and such related documents. This Agreement and all
agreements and documents executed and delivered in connection herewith have
been, or will be as of the Closing Date, duly executed and delivered by Better
Image as appropriate, and constitute or will constitute the legal, valid and
binding obligations of Better Image enforceable against Better Image in
accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally or
the availability of equitable remedies. The execution and delivery of this
Agreement and the agreements related hereto executed and delivered pursuant to
this Agreement do not and the consummation of the transactions contemplated
hereby will not violate, any provision of the Certificate of Incorporation or
Bylaws of Better Image or any provisions of, or result in the

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<PAGE> 16

acceleration of, any obligation under any mortgage, lien, lease, agreement,
instrument, order, arbitration, award, judgment or decree to which Better Image
is a party or by which it is bound.

3.3 CAPITAL STOCK. The issuance and delivery by Better Image of
shares of the common stock of Better Image in connection with the Merger will
be, as of the Closing Date, duly authorized by all necessary corporate action on
the part of Better Image. The shares of Better Image common stock to be issued
in connection with the Merger, when issued in accordance with the terms of this
Agreement, will be validly issued, fully paid and nonassessable.

3.4 LEGAL PROCEEDINGS. There is no claim, legal action,
counterclaim, suit, arbitration, governmental investigation or other legal,
administrative or tax proceeding, nor any order, decree or judgment, in
progress, pending, or threatened against or relating to Better Image or the
business or operations of Better Image, nor does Better Image know or have
reason to be aware of any basis for the same.

3.5 ACCURACY OF INFORMATION. No representations, warranties or
covenants of Better Image or the members, officers or directors of Better Image,
nor any statement, list or certificate furnished or to be furnished to the
Company and the Shareholders pursuant hereto, or in connection with the
transactions contemplated hereby, contains or will contain any material untrue
statement of fact or omits or will omit to state a material fact necessary to
make the statements contained therein not misleading in light of the
circumstances under which they were made.

3.6 NO VIOLATION. Th execution, delivery and performance by Better
Image of this Agreement or any agreements required hereby to be executed by
Better Image will not, to the best of Better Image's knowledge, constitute a
violation of any statute, ordinance, judgment, order, decree, regulation or rule
of any court, governmental authority or arbitrator or any license, permit or
franchise applicable or relating to the Center.

3.7 SUBSTANTIALLY SIMILAR TERMS. This Agreement, and all
agreements previously and subsequently entered into by Better Image with all
cosmetic and reconstructive surgical practices affiliated with Better Image
contain substantially similar terms.

SECTION 4. COVENANTS OF THE COMPANY AND THE SHAREHOLDERS.

The Company and the Shareholders, jointly and severally, agree that
between the date hereof and the Closing Date:

4.1 CONSUMMATION OF AGREEMENT. The Company and the Shareholders
shall use their best efforts to cause the consummation of the transactions
contemplated hereby in accordance with their terms and conditions.

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<PAGE> 17

4.2 BUSINESS OPERATIONS. Except as specifically contemplated by
this Agreement, the Company and the Shareholders shall operate the Company's
business in the ordinary course. The Company shall not enter into any lease,
contract, indebtedness, commitment, purchase or sale or acquire or dispose of
any capital asset except in the ordinary course of business. The Company and the
Shareholders shall use their best efforts to preserve the business and assets of
the Company intact and shall not take any action that would have an adverse
effect on the business or assets of the Company, including without limitation,
any action the primary purpose or effect of which is to generate or preserve
cash; provided that the Company may continue to operate in the ordinary course
of business. The Company and the Shareholders shall use their best efforts to
preserve intact the relationships with payors, customers, suppliers, patients
and others having significant business relations with the Company. The Company
shall collect its receivables and pay its trade payables in the ordinary course
of business. The Company shall not introduce any new method of management,
operations or accounting. On the Closing Date, the Company shall not be engaged
in the practice of cosmetic and reconstructive surgery and shall not provide
cosmetic and reconstructive services.

4.3 ACCESS AND NOTICE. The Company and the Shareholders shall
permit Better Image and its authorized representatives reasonable access to, and
make available for reasonable inspection, all of the assets and business of the
Company and all of its assets, including employees, customers and suppliers and
permit Better Image and its authorized representatives to inspect and make
copies of all documents, records and information with respect to the business or
assets of the Company as Better Image or its representatives may request. The
Company and the Shareholders shall promptly notify Better Image in writing of
(a) any notice or communication relating to a default or event that, with notice
or lapse of time or both, could become a default, under any contract, commitment
or obligation to which the Company is a party, and (b) any material adverse
change in the Company's business, financial condition or the conditions of its
assets.

4.4 APPROVALS OF THIRD PARTIES AND PERMITS AND CONSENTS. The
Company and the Shareholders shall use their best efforts to secure all
necessary approvals and consents of third parties to the consummation of the
transactions contemplated hereby, including consents described on Exhibit 2.5.

4.5 ACQUISITION PROPOSAL. The Company and the Shareholders shall
not, and shall use their best efforts to cause the Company's employees, agents
and representatives not to, initiate, solicit or encourage, directly or
indirectly, any inquiries or the making or implementation of any proposal or
offer, including, without limitation, any proposal or offer to the Shareholders,
with respect to a merger, acquisition, consolidation or similar transaction
involving, or the purchase of all or any significant portion of the assets or
any equity securities of the Company or engage in any negotiations concerning,
or provide any confidential information or data to, or have any discussions
with, any person relating to such proposal or offer, and the Company and the
Shareholders will immediately cease any such activities, discussions or
negotiations heretofore conducted with respect to any of the foregoing.

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4.6 FUNDING OF ACCRUED EMPLOYEE BENEFITS. The Company hereby
covenants and agrees that it will take whatever steps are necessary to pay or
fund completely for any accrued benefits, where applicable, or vested accrued
benefits for which the Company or any entity might have liability arising from
any salary, wage, benefit, bonus, vacation pay, sick leave, insurance,
employment tax or similar liability of the Company to any employee or other
person or entity (including, without limitation, any Company Plan and any
liability under employment contracts with the Company) allocable to services
performed prior to the Closing Date.

4.7 EMPLOYEE MATTERS. The Company shall not, without the prior
written approval of Better Image, except as required by law, increase the cash
compensation of any Shareholder or other employee or independent contractor of
the Company, adopt, amend or terminate any compensation plan, employment
agreement, independent contractor agreement, employee policies and procedures or
employee benefit plan, take any action that could deplete the assets of any
employee benefit plan, or fail to pay any premium or contribution due or file
any report with respect to any employee benefit plan, or take any other actions
with respect to its employees or employment matters which might have an adverse
effect upon the Company, its business, assets or prospects.

4.8 DISTRIBUTIONS AND REPURCHASES. No distribution, payment or
dividend of any kind will be declared or paid by the Company, nor will any
repurchase of any of the Company's capital stock be approved or effected.

4.9 REQUIREMENTS TO EFFECT MERGER. The Company and each
Shareholder shall use their best efforts to take, or cause to be taken, all
actions necessary to effect the Merger under applicable law, including, without
limitation, the filing with the appropriate government officials of all
necessary documents in form approved by counsel for the parties to this
Agreement.

4.10 ACCOUNTING AND TAX MATTERS. The Company will not change in any
material respect the accounting methods or practices followed by the Company
(including any material change in any assumption underlying, or any method of
calculating, any bad debt, contingency or other reserve), except as may be
required by generally accepted accounting principles. The Company will duly,
accurately and timely (with regard to any extensions of time) file all returns,
information statements and other documents relating to taxes of the Company
required to be filed by it, and pay all taxes required to be paid by it, on or
before the Closing Date.

4.11 CONVERSION TRANSACTION. Prior to the Merger, the Shareholders
and the Company shall file with the Secretary of State of _____________ an
amendment to and/or a restatement of the Company's Articles of Incorporation and
shall take such other action as may be necessary to convert itself into a
general business corporation in accordance with all applicable laws, rules and
regulations. Shareholders shall form a new professional entity (the

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"New Corporation") on or before Closing under which it shall conduct its
cosmetic and reconstructive surgery practice and which new entity shall own any
assets of the cosmetic and reconstructive surgery practice required by
applicable law to be owned by the cosmetic and reconstructive surgery practice.

SECTION 5. COVENANTS OF BETTER IMAGE.

Better Image agrees that between the date hereof and the Closing Date:

5.1 CONSUMMATION OF AGREEMENT. Better Image shall use its best
efforts to cause the consummation of the transactions contemplated hereby in
accordance with their terms and provisions. Better Image will use its best
efforts to take, or cause to be taken, all actions necessary to effect the
Merger under applicable law, including, without limitation, the filing with the
appropriate government officials of all necessary documents in form approved by
counsel for the parties to this Agreement.

5.2 APPROVALS OF THIRD PARTIES AND PERMITS AND CONSENTS. Better
Image shall use its best efforts to secure all necessary approvals and consents
of third parties to the consummation of the transactions contemplated hereby.

SECTION 6. BETTER IMAGE CONDITIONS PRECEDENT.

The obligations of Better Image hereunder are subject to the
fulfillment at or prior to the Closing Date of each of the following conditions:

6.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company and the Shareholders contained herein shall have been
true and correct in all respects when initially made and shall be true and
correct in all respects as of the Closing Date.

6.2 COVENANTS AND CONDITIONS. The Company and the Shareholders
shall have performed and complied with all covenants and conditions required by
this Agreement to be performed and complied with by the Company and the
Shareholders prior to the Closing Date.

6.3 PROCEEDINGS. No action, proceeding or order by any court or
governmental body shall have been threatened orally or in writing, asserted,
instituted or entered to restrain or prohibit the carrying out of the
transactions contemplated hereby.

6.4 NO MATERIAL ADVERSE CHANGE. No material adverse change in the
condition (financial or otherwise), operations, assets, liabilities, business or
prospects of the Company shall have occurred since the Balance Sheet Date.

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6.5 DUE DILIGENCE REVIEW. By June 30, 1999, Better Image shall
have completed a due diligence review of the business, operations and financial
statements of the Company, the results of which shall be satisfactory to Better
Image in its sole discretion.

6.6 APPROVAL BY THE BOARD OF DIRECTORS. This Agreement and the
transactions contemplated hereby shall have been approved by the Board of
Directors of Better Image or a committee thereof.

6.7 SERVICE AGREEMENT. On or before the Closing Date, the New
Corporation shall execute and deliver to Better Image a Service Agreement (the
"Service Agreement"), in substantially the form attached hereto as Exhibit 6.7,
pursuant to which Better Image will provide management services to the New
Corporation.

6.8 EMPLOYMENT ARRANGEMENTS. Prior to the Closing Date, the
Company will terminate, and will cause each licensed employee that has a written
existing employment agreement with the Company to terminate his or her
employment agreement with the Company, and execute a separation and release
agreement ("Separation and Release Agreement"). Each Shareholder of the Company
will execute an employment agreement (the "Employment Agreements") with the New
Corporation, each in form and substance attached hereto as Exhibit 6.8.

6.9 CONSENTS AND APPROVALS. The Company and the Shareholders shall
have obtained all necessary government and other third-party approvals and
consents.

6.10 CLOSING DELIVERIES. Better Image shall have received all
documents, duly executed in form satisfactory to Better Image and its counsel,
referred to in Section 8.1.

6.11 DEBT AND RECEIVABLES. There shall be no indebtedness,
receivables or payables between the Company and its Shareholders or affiliates
and the Company shall not have any liabilities, including indebtedness,
guaranties and capital leases that are not approved by Better Image.

6.12 DISSENTING SHARES. No holder of the Company's common stock
shall have demanded appraisal for the shares of Company common stock held by
such holder in accordance with _________________ law.

6.13 PUBLIC OFFERING OR FIRM UNDERWRITING. Better Image shall have
completed on or before June 30, 1999, an initial public offering (the "IPO") for
the sale of at least $25,000,000 of the common stock of Better Image.

6.14 NO CHANGE IN WORKING CAPITAL. There shall have been no
material change in the Working Capital of the Company.

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6.15 LEGISLATIVE AND LEGAL DEVELOPMENTS. No legislation,
regulations, or other legal developments have occurred or been instituted that
would have a material adverse effect, or present a material risk of an adverse
effect, regarding the contemplated transactions.

SECTION 7. THE COMPANY'S AND THE SHAREHOLDERS' CONDITIONS PRECEDENT.

The obligations of the Company and the Shareholders hereunder are
subject to fulfillment at or prior to the Closing Date of each of the following
conditions:

7.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Better Image contained herein shall have been true and correct in
all respects when initially made and shall be true and correct in all respects
as of the Closing Date.

7.2 COVENANTS AND CONDITIONS. Better Image shall have performed
and complied with all covenants and conditions required by this Agreement to be
performed and complied with by Better Image prior to the Closing Date.

7.3 PROCEEDINGS. No action, proceeding or order by any court or
governmental body shall have been threatened orally or in writing, asserted,
instituted or entered to restrain or prohibit the carrying out of the
transactions contemplated hereby.

7.4 CLOSING DELIVERIES. The Company shall have received all
documents, duly executed in form satisfactory to the Company and its counsel,
referred to in Section 8.2.

7.5 INITIAL PUBLIC OFFERING. Better Image shall have completed the
IPO for the sale of at least $25,000,000 of common stock of Better Image on or
before June 30, 1999.

7.6 LEGISLATIVE AND LEGAL DEVELOPMENTS. No legislation,
regulations, or other legal developments have occurred or been instituted that
would have a material adverse effect, or present a material risk of an adverse
effect, regarding the contemplated transactions.

7.7 MATERIAL ADVERSE CHANGE. No material adverse change to the
business, finances, plans or prospects of Better Image shall have occurred prior
to the contemplated transactions.

7.8 OWNERSHIP OF COMMON STOCK. The percentage of Common Stock
collectively held by all of the cosmetic and reconstructive surgical practices
affiliated with Better Image, including the Shareholders, immediately prior to
the exchange of Common Stock for cash (20%) and immediately prior to the initial
public offering (the "IPO") shall be sixty-five percent (65%).

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<PAGE> 22
SECTION 8. CLOSING DELIVERIES.

8.1 DELIVERIES OF THE COMPANY AND THE SHAREHOLDERS. At or prior to
the Closing, the Company and the Shareholders shall deliver to Better Image the
following, all of which shall be in a form satisfactory to counsel to Better
Image:

(a) an executed original Service Agreement and executed
originals of all documents required by that agreement;

(b) executed original Separation and Release Agreements;

(c) a copy of the resolutions of the Board of Directors
of the Company authorizing the execution, delivery and performance of this
Agreement and all related documents and agreements each certified by the
Secretary as being true and correct copies of the original thereof;

(d) a copy of the resolutions of the New Corporation
authorizing the execution, delivery and performance of the Service Agreement and
all Employment Agreements, each certified by the authorized representative of
the New Corporation as being true and correct copies of the original thereof;

(e) certificates of the President of the Company and of
each Shareholder, dated as of the Closing Date, (i) as to the truth and
correctness of the representations and warranties of the Company and each
Shareholder contained herein; (ii) as to the performance of and compliance by
the Company and each Shareholder with all covenants contained herein; and (iii)
certifying that all conditions precedent of the Company and each Shareholder to
the Closing have been satisfied;

(f) a certificate of the Secretary of the Company
certifying as to the incumbency of the directors and officers of the Company and
as to the signatures of such directors and officers who have executed documents
delivered at the Closing on behalf of the Company;

(g) if applicable, a certificate of the Secretary of the
New Corporation certifying as to the incumbency of the directors and officers of
the New Corporation and as to the signatures of such directors and officers who
have executed documents delivered at the Closing on behalf of the New
Corporation;

(h) a certificate, dated within 10 days of the Closing
Date, of the Secretary of the State of __________________ establishing that the
Company is in existence and is in good standing to transact business in its
state of incorporation;

(i) non-foreign affidavits executed by the Company and
each Shareholder;

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(j) all authorizations, consents, approvals, permits and
licenses referred to in Sections 2.3 and 2.5;

(k) the resignations of the directors and officers of the
Company as requested by Better Image;

(l) a Shareholder Release in form attached hereto as
Exhibit 8.1(l) executed by each Shareholder;

(m) such other instruments and documents as reasonably
requested by Better Image to carry out and effect the purpose and intent of this
Agreement; and

(n) a Receipt of Better Image Stock in form attached
hereto as Exhibit 8.1(n).

8.2 DELIVERIES OF BETTER IMAGE. At or prior to the Closing, Better
Image shall deliver to the Company the following, all of which shall be in a
form satisfactory to counsel to the Company and the Shareholders, as applicable:

(a) the Merger Consideration;

(b) an executed Service Agreement;

(c) a copy of the resolutions of the Board of Directors
of Better Image (or a committee thereof) authorizing the execution, delivery and
performance of this Agreement and all related documents and agreements each
certified by the Secretary as being true and correct copies of the original
thereof;

(d) certificates of the President of Better Image, dated
as of the Closing Date, (i) as to the truth and correctness of the
representations and warranties of Better Image contained herein; (ii) as to the
performance of and compliance by Better Image with all covenants contained
herein; and (iii) certifying that all conditions precedent of Better Image to
the Closing have been satisfied;

(e) a certificate of the Secretary of Better Image
certifying as to the incumbency of the directors and officers of Better Image
and as to the signatures of such directors and officers who have executed
documents delivered at the Closing on behalf of Better Image;

(f) certificates, dated within 10 days of the Closing
Date, of the Secretary of the State of Georgia establishing that Better Image is
in existence and is in good standing; and

(g) such other instruments and documents as reasonably
requested by the Company or Shareholders to carry out and effect the purpose and
intent of this Agreement.

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<PAGE> 24

SECTION 9. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION.

9.1 NATURE AND SURVIVAL. Unless a party had knowledge of any
misrepresentation or breach of warranty as of the Closing Date of the other
party, all statements contained in this Agreement or in any Exhibit attached
hereto, any agreement executed pursuant hereto, and any certificate executed and
delivered by any party pursuant to the terms of this Agreement, shall constitute
representations and warranties of the Company and the Shareholders, jointly and
severally, or of Better Image, as the case may be. All such representations and
warranties, and all representations and warranties expressly labeled as such in
this Agreement shall survive the date of this Agreement and for a period of one
(1) year following the Closing Date. Each party covenants with the other parties
not to make any claim with respect to such representations and warranties,
against any party after the date on which such survival period shall terminate.
After the Closing Date, with respect to all breaches of warranties and
representations herein, each party's sole remedy with respect to a breach of a
warranty and representation shall be indemnification pursuant to this Section 9.

9.2 INDEMNIFICATION BY BETTER IMAGE. BETTER IMAGE (FOR PURPOSES OF
THIS SECTION 9.2 AND, TO THE EXTENT APPLICABLE, SECTION 9.4, "INDEMNITOR"),
SHALL INDEMNIFY AND HOLD THE SHAREHOLDERS, AND THEIR RESPECTIVE AGENTS AND
EMPLOYEES (EACH OF THE FOREGOING, INCLUDING THE COMPANY AND THE SHAREHOLDERS,
FOR PURPOSES OF THIS SECTION 9.2 AND, TO THE EXTENT APPLICABLE, SECTION 9.4,
BEING REFERRED TO AS "INDEMNIFIED PERSON"), HARMLESS FROM AND AGAINST ANY AND
ALL LIABILITIES, LOSSES, DAMAGES, ACTIONS, SUITS, COSTS, DEFICIENCIES AND
EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF
COUNSEL THROUGH APPEAL) ARISING FROM OR BY REASON OF OR RESULTING FROM ANY
BREACH BY INDEMNITOR OF ANY REPRESENTATION, WARRANTY, AGREEMENT OR COVENANT
CONTAINED IN THIS AGREEMENT (INCLUDING THE EXHIBITS HERETO) AND EACH DOCUMENT,
CERTIFICATE OR OTHER INSTRUMENT FURNISHED OR TO BE FURNISHED BY INDEMNITOR
HEREUNDER. IN CONNECTION WITH INDEMNITOR'S OBLIGATION TO INDEMNIFY FOR EXPENSES,
INDEMNITOR SHALL REIMBURSE EACH INDEMNIFIED PERSON FOR ALL SUCH EXPENSES AS THEY
ARE INCURRED BY SUCH INDEMNIFIED PERSON, PROVIDED THAT SUCH INDEMNIFIED PERSON
HEREBY AGREES IN WRITING TO REFUND ALL SUCH REIMBURSED EXPENSES IF AND TO THE
EXTENT THAT IT IS FINALLY JUDICIALLY DETERMINED THAT SUCH INDEMNIFIED PERSON IS
NOT ENTITLED TO INDEMNIFICATION HEREUNDER.

9.3 INDEMNIFICATION BY THE COMPANY AND THE SHAREHOLDERS. THE
COMPANY AND THE SHAREHOLDERS (FOR PURPOSES OF THIS SECTION 9.3 AND, TO THE
EXTENT APPLICABLE, SECTION 9.4, "INDEMNITOR"), JOINTLY AND

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<PAGE> 25

SEVERALLY, SHALL INDEMNIFY AND HOLD BETTER IMAGE AND ITS RESPECTIVE OFFICERS,
DIRECTORS, SHAREHOLDERS, AGENTS AND EMPLOYEES (EACH OF THE FOREGOING, INCLUDING
BETTER IMAGE, FOR PURPOSES OF THIS SECTION 9.3 AND, TO THE EXTENT APPLICABLE,
SECTION 9.4, BEING REFERRED TO AS "INDEMNIFIED PERSON") HARMLESS FROM AND
AGAINST ANY AND ALL LIABILITIES, LOSSES, CLAIMS, DAMAGES, ACTIONS, SUITS, COSTS,
DEFICIENCIES AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND
DISBURSEMENTS OF COUNSEL THROUGH APPEAL) ARISING FROM OR BY REASON OF OR
RESULTING FROM ANY BREACH BY INDEMNITOR OF ANY REPRESENTATION, WARRANTY,
AGREEMENT OR COVENANT CONTAINED IN THIS AGREEMENT (INCLUDING THE EXHIBITS
HERETO) AND EACH DOCUMENT, CERTIFICATE, OR OTHER INSTRUMENT FURNISHED OR TO BE
FURNISHED BY INDEMNITOR HEREUNDER, AND, WITH RESPECT TO ALL TIMES PRIOR TO THE
CLOSING DATE, ARISING FROM OR BY REASON OF OR RESULTING FROM THE INDEMNITOR'S
MANAGEMENT AND CONDUCT OF THE OWNERSHIP OR OPERATION OF THE COMPANY AND FROM ANY
ALLEGED ACT OR NEGLIGENCE OF INDEMNITOR OR ITS EMPLOYEES, AGENTS AND INDEPENDENT
CONTRACTORS IN OR ABOUT THE COMPANY'S BUSINESS, AND WITH RESPECT TO (i) ANY
VIOLATION BY THE COMPANY OR THE SHAREHOLDERS OR THEIR CONSULTANTS, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES OF STATE OR FEDERAL LAWS GOVERNING
HEALTHCARE FRAUD AND ABUSE, OR ANY OVERPAYMENT OR OBLIGATION ARISING OUT OF OR
RESULTING FROM CLAIMS SUBMITTED TO ANY THIRD PARTY PAYOR, WHETHER ON OR AFTER
THE CLOSING DATE, (ii) TAXES OF THE COMPANY OR ANY OTHER PERSON (INCLUDING ANY
SHAREHOLDER) ARISING FROM OR AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, (iii) ANY LIABILITY OF THE COMPANY OR THE SHAREHOLDERS FOR COSTS
AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) INCURRED IN
CONNECTION WITH THE NEGOTIATION, PREPARATION OR CLOSING OF TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS TO BE EXECUTED IN
CONNECTION HEREWITH, (iv) ANY ACCRUED UNFUNDED RETIREMENT OR PENSION PLAN
LIABILITIES, (v) ANY CLAIM AGAINST OR LIABILITY OF THE COMPANY THAT IS OF A
NATURE THAT, IF KNOWN AT THE CLOSING WOULD HAVE BEEN REQUIRED TO HAVE BEEN
DISCLOSED PURSUANT TO THIS AGREEMENT, AND (vi) ANY LIABILITIES THAT ARE PAST DUE
AS OF THE CLOSING DATE, THAT ARE NOT REFLECTED ON THE BALANCE SHEET, THAT ARE
NOT INCURRED IN THE ORDINARY COURSE OF BUSINESS AND THAT ARE OTHERWISE EXCLUDED
PURSUANT TO THE TERMS OF THIS AGREEMENT. IN CONNECTION WITH INDEMNITOR'S
OBLIGATION TO INDEMNIFY FOR EXPENSES, INDEMNITOR SHALL REIMBURSE EACH
INDEMNIFIED PERSON FOR ALL SUCH EXPENSES AS THEY ARE INCURRED BY SUCH
INDEMNIFIED PERSON, PROVIDED THAT SUCH INDEMNIFIED PERSON HEREBY AGREES IN
WRITING TO REFUND ALL SUCH REIMBURSED EXPENSES IF AND TO THE EXTENT THAT IT IS
FINALLY JUDICIALLY

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<PAGE> 26

DETERMINED THAT SUCH INDEMNIFIED PERSON IS NOT ENTITLED TO INDEMNIFICATION
HEREUNDER.

9.4 INDEMNIFICATION PROCEDURE. Within sixty (60) days after
Indemnified Person receives written notice of the commencement of any action or
other proceeding in respect of which indemnification or reimbursement may be
sought hereunder, or within such lesser time as may be provided by law for the
defense of such action or proceeding, such Indemnified Person shall notify
Indemnitor thereof. If any such action or other proceeding shall be brought
against any Indemnified Person, Indemnitor shall, upon written notice given
within a reasonable time following receipt by Indemnitor of such notice from
Indemnified Person, be entitled to assume the defense of such action or
proceeding with counsel chosen by Indemnitor and reasonably satisfactory to
Indemnified Person; provided, however, that any Indemnified Person may, at its
own expense, retain separate counsel to participate in such defense.
Notwithstanding the foregoing, Indemnified Person shall have the right to employ
separate counsel at Indemnitor's expense and to control its own defense of such
action or proceeding if, in the reasonable opinion of counsel to such
Indemnified Person, (a) there are or may be legal defenses available to such
Indemnified Person or to other Indemnified Persons that are different from or
additional to those available to Indemnitor and which could not be adequately
advanced by counsel chosen by Indemnitor, or (b) a conflict or potential
conflict exists between Indemnitor and such Indemnified Person that would make
such separate representation advisable; provided, however, that in no event
shall Indemnitor be required to pay fees and expenses hereunder for more than
one firm of attorneys of Indemnified Person in any jurisdiction in any one
action or proceeding or group of related actions or proceedings. Indemnitor
shall not, without the prior written consent of any Indemnified Person, settle
or compromise or consent to the entry of any judgment in any pending or
threatened claim, action or proceeding to which such Indemnified Person is a
party unless such settlement, compromise or consent includes an unconditional
release of such Indemnified Person from all liability arising or potentially
arising from or by reason of such claim, action or proceeding.

9.5 CERTAIN TAX MATTERS.

(a) Shareholders shall prepare and file or cause to be
prepared and filed any tax returns, statements and reports ("Tax Returns") of
the Company covering taxable periods ending on or before the Closing Date which
have not been filed on or before the Closing Date. Shareholders shall, jointly
and severally, reimburse, indemnify and hold harmless Better Image for all
taxes, and all related interest, penalties and additions to tax with respect to
taxable periods of the Company ending on or before the Closing Date.

(b) Better Image shall prepare and file or cause to be
prepared and filed any Tax Returns of Surviving Corporation covering taxable
periods which begin before the Closing Date and end after the Closing Date
("Straddle Periods") taking into account any reasonable reportable positions
advocated and requested by Shareholders for such Straddle Periods. Shareholders
shall, jointly and severally, within fifteen (15) days after payment thereof and

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<PAGE> 27

notice of such payment, reimburse, indemnify and hold harmless Better Image and
the Surviving Corporation for all Taxes for any Straddle Period, to the extent
related to the portion of the Straddle Period ending on the Closing Date. For
such purposes, the portion of any tax attributable to the portions of a Straddle
Period ending on the Closing Date and beginning after the Closing Date shall be
determined by apportioning the tax for the entire Straddle Period among such
periods based on the number of days in each such period, provided that, in the
case of taxes based upon or related to income or receipts, such portion shall be
the amount of tax which would have been due if the relevant Straddle Period
ended on the Closing Date.

(c) The Company, Shareholders and Better Image shall
reasonably cooperate with each other in connection with the reporting and filing
of Tax Returns pursuant to this Section 9.5 and any audit, litigation or other
proceeding with respect to taxes. Such cooperation shall include the provision
of copies, at the requesting party's expense, of records and information
relevant to any such Tax Return or proceeding and making employees available on
a mutually convenient basis to provide additional information and explanation of
any material provided hereunder.

9.6 RIGHT OF SET-OFF. In the event of any breach of warranty,
representation, covenant or agreement by the Company or the Shareholders giving
rise to indemnification under Section 9.3 or Section 9.5 hereof, Better Image
shall be entitled to offset the amount of damages incurred by it as a result of
such breach of warranty, representation, covenant or agreement against any
amounts payable by Better Image to the Shareholders or their affiliates.

SECTION 10. TERMINATION.

This Agreement may be terminated:

(a) at any time by mutual agreement of all parties;

(b) at any time by Better Image if at any time prior to
the Closing Date any representation or warranty of the Company or any
Shareholder contained in this Agreement or in any certificate or other document
executed and delivered by the Company or any Shareholder pursuant to this
Agreement is or becomes untrue or breached in any material respect or if the
Company or any Shareholder fails to comply in any material respect with any
covenant or agreement contained herein, and any such misrepresentation,
noncompliance or breach is not cured, waived or eliminated within twenty (20)
days after receipt of written notice thereof;

(c) at any time by the Company or the Shareholders if at
any time prior to the Closing Date any representation or warranty of Better
Image contained in this Agreement or in any certificate or other document
executed and delivered by Better Image pursuant to this Agreement is or becomes
untrue in any material respect or Better Image fails to comply in any material
respect with any covenant or agreement contained herein and such
misrepresentation,

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<PAGE> 28

noncompliance or breach is not cured, waived or eliminated within twenty (20)
days of written notice thereof;

(d) by Better Image, the Company or the Shareholders if
the merger contemplated hereby or the IPO has not been consummated by June 30,
1999; or

(e) by Better Image at any time prior to June 30, 1999 if
Better Image determines in its sole discretion as the result of its legal,
financial and operational due diligence with respect to the Company, that such
termination is desirable and in the best interests of Better Image.

SECTION 11. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

The Shareholders recognize and acknowledge that they had in the past,
currently have, and in the future may possibly have, access to certain
confidential information of Better Image and Surviving Corporation that is a
valuable, special and unique asset of Better Image's and Surviving Corporation's
businesses. The Shareholders hereby agree that they will not disclose such
confidential information to any person, firm, corporation, association or other
entity for any purpose or reason whatsoever, unless (i) such information becomes
available to or known by the public generally through no fault of the
Shareholders, (ii) disclosure is required by law or the order of any
governmental authority under color of law, provided, that prior to disclosing
any information pursuant to this clause (ii), the Shareholders shall, if
possible, give prior written notice thereof to the other parties hereto, and
provide such other parties hereto with the opportunity to contest such
disclosure, (iii) the Shareholders reasonably believe that such disclosure is
required in connection with the defense of a lawsuit against the disclosing
party, or (iv) the Shareholders are the sole and exclusive owner of such
confidential information as a result of the transactions contemplated hereunder
or otherwise. In the event of a breach or threatened breach by the Shareholders
of the provisions of this Section 11, Better Image or Surviving Corporation
shall be entitled to an injunction restraining the Shareholders from disclosing,
in whole or in part, such confidential information. Nothing herein shall be
construed as prohibiting Better Image or Surviving Corporation from pursuing any
other available remedy for such breach or threatened breach, including the
recovery of damages. The obligations of the parties under this Section 11 shall
survive the termination of this Agreement.

SECTION 12. INVESTMENT AND SECURITIES REPRESENTATIONS.

12.1 ECONOMIC RISK; SOPHISTICATION. The Shareholders represent that
they are able to bear the economic risk of an investment in Better Image common
stock acquired pursuant to this Agreement and can afford to sustain a total loss
of such investment and have such knowledge and experience in financial and
business matters that they are capable of evaluating the merits and risks of the
proposed investment and therefore have the capacity to protect their own
interests in connection with the acquisition of the Better Image common stock.
The Shareholders or their respective representatives have had an adequate
opportunity to ask

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<PAGE> 29

questions and receive answers from the officers of Better Image concerning any
and all matters relating to the background and experience of the officers and
directors of Better Image, the plans for the operations of the business of
Better Image, and any plans for additional acquisitions and the like. The
Shareholders or their respective representatives have asked any and all
questions in the nature described in the preceding sentence and all questions
have been answered to their satisfaction.

12.2 COMPLIANCE WITH LAW. Shareholders represent and warrant that
none of the shares of Better Image stock issued to Shareholders will be offered,
sold, assigned, pledged, hypothecated, transferred or otherwise disposed of,
except after full compliance with all of the applicable provisions of the 1933
Act and the rules and regulations of the SEC and applicable state securities
laws and regulations. All certificates evidencing shares of Better Image stock
issued hereunder shall bear the following restrictive legend, as well as any
legend required by the securities or blue sky laws of the state where Better
Image resides:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS
OF ANY JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AFTER RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER APPLICABLE
SECURITIES LAWS.

12.3 ACCREDITED INVESTOR STATUS. Each of the Shareholders
represents and warrants that he or she is an "accredited investor" as defined in
Rule 501(a) under the 1933 Act.

SECTION 13. MISCELLANEOUS.

13.1 NOTICES. Any communications required or desired to be given
hereunder shall be deemed to have been properly given if sent by hand delivery,
or by facsimile AND overnight courier, to the parties hereto at the following
addresses, or at such other address as either party may advise the other in
writing from time to time:

If to Better Image:

Better Image, Inc.
Two Midtown Plaza, Suite 1220
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attn: Jonathan E. Wilfong
Facsimile: (404) 898-1247
Telephone: (404) 898-1240

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<PAGE> 30

with a copy of each notice directed to Better Image to:

King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Attn: Paul A. Quiros, Esquire
Facsimile: (404) 572-5146
Telephone: (404) 572-4604

If to the Company or the Shareholders:

- ------------------------------
- ------------------------------
- ------------------------------
Attn:
Facsimile:
Telephone:

with a copy to:

- ------------------------------
- ------------------------------
- ------------------------------
Attn:
Facsimile:
Telephone:

All such communications shall be deemed to have been delivered on the date of
hand delivery or on the next business day following the deposit of such
communications, properly addressed and postage prepaid with the overnight
courier.

13.2 FURTHER ASSURANCES; ACCOUNTS RECEIVABLE. Each party hereby
agrees to perform any further acts and to execute and deliver any documents
which may be reasonably necessary to carry out the provisions of Agreement.
Shareholders shall assist Better Image and Surviving Corporation in collecting
the accounts receivable of the Company acquired by Better Image in connection
with this transaction and in the event that any Shareholder shall receive the
proceeds of any such accounts receivable, shall immediately forward such amounts
to Surviving Corporation.

13.3 EACH PARTY TO BEAR COSTS. Each of the parties to this
Agreement shall pay all of the costs and expenses incurred by such party in
connection with the transactions contemplated by this Agreement, whether or not
such transactions are consummated. Without

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<PAGE> 31

limiting the generality of the foregoing and whether or not such liabilities may
be deemed to have been incurred in the ordinary course of business, Better Image
and Surviving Corporation shall not be liable to or required to pay, either
directly or indirectly, any (a) fees and expenses of legal counsel, accountants,
auditors or other persons or entities retained by the Company, the New
Corporation or the Shareholders for services rendered in connection with
negotiating and closing the transactions contemplated by this Agreement or the
documents to be executed in connection herewith, whether or not such costs or
expenses are incurred before or after the Closing Date and the Shareholders
shall be liable for all such costs and expenses of the Company, and (b) local,
state and federal income taxes or other similar charges on income or gain
incurred by the Company, the New Corporation or the Shareholders as a result of
the transactions contemplated hereby.

13.4 PUBLIC DISCLOSURES. Except as otherwise required by law, no
party to this Agreement shall make any public or other disclosure of this
Agreement or the transactions contemplated hereby without the prior consent of
the other parties. The parties to this Agreement shall cooperate with respect to
the form and content of any such disclosures.

13.5 GOVERNING LAW. THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA AND APPLIED
WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PRINCIPLES.

13.6 CAPTIONS. The captions or headings in this Agreement are made
for convenience and general reference only and shall not be construed to
describe, define or limit the scope or intent of the provisions of this
Agreement.

13.7 INTEGRATION OF EXHIBITS. All Exhibits attached to this
Agreement are integral parts of this Agreement as if fully set forth herein, and
all statements appearing therein shall be deemed disclosed for all purposes and
not only in connection with the specific representation in which they are
explicitly referenced.

13.8 ENTIRE AGREEMENT/AMENDMENT. THIS INSTRUMENT, INCLUDING ALL
EXHIBITS ATTACHED HERETO, CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES AND
SUPERSEDES ANY AND ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS BETWEEN THE PARTIES,
WRITTEN OR ORAL, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY.

13.9 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which when so executed shall be deemed to be an original,
and such counterparts shall together constitute and be one and the same
instrument.

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<PAGE> 32

13.10 BINDING EFFECT/ASSIGNMENT. This Agreement shall be assignable
by Better Image to any person, firm or corporation that controls or is under
common control with Better Image. Except as set forth above, no party shall have
the right to assign their respective rights and obligations hereunder without
the written consent of the other party, which consent shall not be unreasonably
withheld. In considering whether or not to grant or withhold consent, it shall
be deemed reasonable for the cosmetic and reconstructive surgery practice to
take into account the management style, philosophy and performance of such
assignee, in addition to any other commercially reasonable facts and
circumstances at the time. Subject to this provision, this Agreement shall be
binding upon the parties hereto, and their successors and assigns.

13.11 AMENDMENTS; WAIVER. This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by all the parties
hereto. Any waiver of the terms and conditions hereof must be in writing, and
signed by the parties hereto. The waiver of any of the terms and conditions of
this Agreement shall not be construed as a waiver of any other terms and
conditions hereof.

13.12 ARBITRATION. Any controversy, dispute or disagreement arising
out of or relating to this Agreement, the breach thereof, or the subject matter
thereof, shall be settled exclusively by binding arbitration, which shall be
conducted in Georgia in accordance with the Commercial Arbitration Rules
administered by the American Arbitration Association before a single arbitrator
selected by the parties jointly. Judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.

13.13 SERVICE OF PROCESS. Service of any and all process that may be
served on any party hereto in any suit, action or proceeding arising out of this
Agreement may be made in the manner and to the address set forth in Section 13.1
and service thus made shall be taken and held to be valid personal service upon
such party by any party hereto on whose behalf such service is made.

13.14 SEVERABILITY. If any provision of this Agreement shall be
found to be illegal, invalid or unenforceable under present or future laws, such
provision shall be fully severable and this Agreement shall be construed and
enforced as if such provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect. In lieu of such
provision, there shall be added automatically as part of this Agreement, a
provision as similar in its terms to such provision as may be possible and be
legal, valid and enforceable.

13.15 KNOWLEDGE. For purposes of this Agreement, "knowledge" means
actual knowledge of any party, or its Shareholders, partners, officers and
directors, after reasonable investigation.

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<PAGE> 33

IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.

BETTER IMAGE, INC.

By:
----------------------------------
Name: Jonathan E. Wilfong
Title :
-------------------------------

COMPANY:

--------------------------------------

By:
----------------------------------
Name:
---------------------------------
Title:
-------------------------------

SHAREHOLDERS:

By:
----------------------------------
Name:

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<PAGE> 34

ANNEX I

MERGER CONSIDERATION

The consideration to be received by the Shareholders pursuant to the
Agreement (the "Merger Consideration") is payable as follows:

Better Image hereby agrees to pay to the Shareholders Better Image
common stock and cash totaling an amount equal to one hundred (100%) of the
Company's Adjusted Gross Revenues (as hereinafter defined) for the previous
calendar year, less the amount, if any, of liabilities of the Company assumed by
the Surviving Corporation in connection with the transactions contemplated by
this Agreement, with the actual amount to be determined upon completion of an
initial public offering of Better Image's common stock (the "IPO") (as finally
determined, the "Purchase Price"). The Purchase Price shall be paid as follows:

(a) 20% of the Purchase Price shall be paid in cash or
immediately available funds at Closing; and

(b) The remainder of the Purchase Price to be paid to the
Shareholders in stock of Better Image to be valued at the time of the IPO, which
IPO shall occur simultaneously with the Closing.

As used herein, the term "Adjusted Gross Revenue" shall be determined
in accordance with generally accepted accounting principles and shall mean all
fees and charges recorded or booked by or on behalf of the Company as a result
of professional cosmetic and reconstructive services personally furnished to
patients by the Surgeon's and those under the Surgeon's supervision and other
fees or income generated in their capacity as professionals after any
adjustments for uncollectible accounts, professional courtesies and other
activities that do not generate a collectible fee.

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<PAGE> 35

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
2.1 Capitalization of the Company; Partnership/Joint Venture
Agreements

2.3 Permits and Licenses

2.5 Consents

2.6 Financial Statements

2.7 Leases

2.9 Personal Property; Encumbrances

2.11 Patents and Trademarks; Names

2.12 Directors and Officers; Payroll Information

2.13 Legal Proceedings

2.14 Contracts (other than Leases)

2.16 Accounts Receivable/Accounts Payable

2.19 Debt

2.20 Insurance Policies

2.21 Employee Benefit Plans

2.28 Banking Relations

2.31 Payors

3.5 Legal Proceedings

6.7 Form of Service Agreement

6.8 Form of Employment Agreement

10.1(m) Shareholder Release

10.1(o) Receipt of Better Image Stock
</TABLE>

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<PAGE> 1

EXHIBIT 2.2

FORM OF AMENDMENT TO THE FORM OF AGREEMENT AND
PLAN OF REORGANIZATION

THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT (this "Amendment"), dated as of ________, 1999, by and among The
Plastic Surgery Company, a Georgia corporation ("PSC"), formerly known as Better
Image, Inc., ________________________ (the "Company") and
_______________________, a resident of the State of ________________ (the
"Shareholders").

WHEREAS, the Company, the Shareholders and PSC entered into that
certain Agreement and Plan of Reorganization dated as of ______________________,
whereby the Company, the Shareholders and PSC agreed to effect the Merger upon
the terms and conditions set forth therein (the "Original Agreement");

WHEREAS, the Company, the Shareholders and PSC desire to amend the
Original Agreement as set forth in this Amendment relating to the termination
provisions of the Original Agreement and the merger of the Company into PSC,
subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
amend the Original Agreement as follows:

1. Amendment of Original Agreement. The parties agree that Section 1.8,
Section 7.5 and Section 10 of the Original Agreement shall be amended and
restated in their entirety as follows:

1.8 EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON
STOCK.

(a) On the Closing Date, (i) the Shareholders, as the holders of all
outstanding certificates representing shares of Company common stock,
shall, upon surrender of such certificates, be entitled to receive the
Merger Consideration and (ii) until the certificates representing
Company common stock have been surrendered by Shareholders and replaced
by certificates representing PSC common stock, the certificates for
Company common stock shall, for all purposes, be deemed to evidence
ownership of PSC common stock in such share amounts as will be issued
pursuant to Annex I.

(b) The Shareholders shall deliver to PSC on the Closing Date the
certificates representing Company common stock owned by them, duly
endorsed in blank by the Shareholders, or accompanied by blank stock
powers, and with all necessary transfer tax and other revenue stamps
(if any), acquired at the Shareholders' expense. The Shareholders agree
to cure any deficiencies with respect to the endorsement of the
certificates or other documents of conveyance with respect to such
Company common stock or with respect to the stock powers accompanying
any Company Common Stock. Simultaneous with such delivery on the
Closing Date, the Shareholders shall receive in exchange therefor a
certificate representing that number of shares of PSC common stock and
the
<PAGE> 2

amount of any cash such Shareholder is entitled to receive pursuant to
Sections 1.7 and 1.8(c) hereof.

(c) Notwithstanding Section 1.7 or any other provision of this
Section 1.8, no fractional shares of PSC common stock will be issued.

SECTION 7.5 INITIAL PUBLIC OFFERING.

PSC shall have completed the IPO for the sale of at least $20,000,000
of common stock of PSC on or before September 30, 1999.

SECTION 10. TERMINATION.

This Agreement may be terminated:

(a) at any time by mutual agreement of all parties;

(b) at any time by PSC if at any time prior to the Closing Date
any representation or warranty of the Company or any Shareholder
contained in this Agreement or in any certificate or other document
executed and delivered by the Company or any Shareholder pursuant to
this Agreement is or becomes untrue or breached in any material respect
or if the Company or any Shareholder fails to comply in any material
respect with any covenant or agreement contained herein, and any such
misrepresentation, noncompliance or breach is not cured, waived or
eliminated within twenty (20) days after receipt of written notice
thereof;

(c) at any time by the Company or the Shareholders if at any time
prior to the Closing Date any representation or warranty of PSC
contained in this Agreement or in any certificate or other document
executed and delivered by PSC pursuant to this Agreement is or becomes
untrue in any material respect or PSC fails to comply in any material
respect with any covenant or agreement contained herein and such
misrepresentation, noncompliance or breach is not cured, waived or
eliminated within twenty (20) days of written notice thereof;

(d) by PSC, the Company or the Shareholders if the merger
contemplated hereby or the IPO has not been consummated by September
30, 1999; or

(e) by PSC at any time prior to September 30, 1999 if PSC
determines in its sole discretion as the result of its legal, financial
and operational due diligence with respect to the Company, that such
termination is desirable and in the best interests of Better Image.

2. Conditions of the Shareholders' and the Company's Obligations at
Closing. The parties agree that Section 7.8 of the Original Agreement shall no
longer be a condition to the Shareholders' and the Company's obligations at
Closing and shall be deleted.

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<PAGE> 3

3. Miscellaneous.

a. Notices. All notices, demands or other communications
hereunder shall be in writing and shall be deemed given when delivered
personally, mailed by certified mail, return receipt requested, sent by
overnight courier service or telecopies, telegraphed or telexed (transmission
confirmed), or otherwise actually delivered to the parties as set forth in the
Original Agreement.

b. Severability and Governing Law. Should any Section or any part
of a Section within this Amendment be rendered void, invalid or unenforceable by
any court of law for any reason, such invalidity or unenforceability shall not
void or render invalid or unenforceable any other Section or part of a Section
in this Amendment. This Amendment is made and entered into in the State of
Georgia and the internal laws of the State of Georgia (without regard to the
principles of conflicts of laws) shall govern the validity and interpretation
hereof and the performance by the parties hereto of their respective duties and
obligations hereunder.

c. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

d. Captions and Section Headings. Section titles or captions
contained in this Amendment are inserted as a matter of convenience and for
reference purposes only, and in no way define, limit, extend or describe the
scope of this Agreement or the intent of any provisions hereof.

e. Further Assurances. Each party hereto agrees to do all acts
and to make, execute and deliver such written instruments as shall from time to
time be reasonably required to carry out the terms and provisions of this
Amendment.

f. Definitions. All capitalized terms used and not defined herein
shall have the meanings assigned to them in the Original Agreement.

g. Survival. Except as specifically modified by this Amendment,
the Original Agreement remains in full force and effect.

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<PAGE> 4

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Agreement and Plan of Reorganization as of the day and year first above written.

THE PLASTIC SURGERY COMPANY

By:
-----------------------------------
Name:
------------------------------
Title:
----------------------------

COMPANY:

---------------------------------------

By:
-----------------------------------
Name:
------------------------------
Title:
----------------------------

SHAREHOLDERS

---------------------------------------

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<PAGE> 1

EXHIBIT 2.3
FORM OF PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered
into as of this _____ day of ____________, 1999, by and between Better Image,
Inc., a Georgia corporation (hereinafter referred to as "Purchaser") and
_______________________, a _________________________ (hereinafter referred to as
"Seller").

W I T N E S S E T H

WHEREAS, Seller owns and operates a cosmetic and reconstructive surgery
practice with offices located in the facilities identified in Exhibit "A", as
amended from time to time (collectively, the "Center"), and furnishes medical
care to the general public through the services of the surgeon(s) affiliated
with the Seller to provide patient care at the Center (the "Surgeon(s)"); and

WHEREAS, Seller wishes to sell all of its right, title and interest in
and to certain of the assets used in connection with the surgical practice
conducted at the Center (except for the right to employ the Surgeon(s)) to
Purchaser and Purchaser wishes to buy all of Seller's right, title and interest
in and to such assets, subject to and upon the terms and conditions herein set
forth.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00), the premises
and the mutual covenants herein contained, and other good and valuable
consideration, the receipt, adequacy, and sufficiency of which are hereby
acknowledged, Seller and Purchaser hereby agree as follows:

SECTION 1. PURCHASE AND SALE OF ASSETS AND CLOSING.

1.01 PURCHASE. Upon the terms and conditions set forth herein,
Seller shall sell to Purchaser and Purchaser shall purchase from Seller all of
Seller's right, title and interest in and to:

(a) Seller's leasehold interest in and to those certain
facilities comprising the Center, and all medical and other equipment
or furniture leased by Seller (the "Leasehold Interests"), except for
Seller's leasehold interest in medical and other equipment and
furniture that are not assignable to Purchaser pursuant to applicable
state laws and regulations (the "Excluded Leaseholds"). Any reasonable
and customary expense incurred by Seller in connection with the
Excluded Leaseholds shall be considered a Center Expense (as defined in
that certain Service Agreement dated of even date herewith by and
between Purchaser and an entity affiliated with Seller) for the purpose
of determining the Service Fee to be paid to Purchaser.

(b) All of Seller's business licenses, permits,
equipment, tools, furniture, furnishings, fixtures, inventory,
supplies, technology, prepaid items, accounts receivable,

<PAGE> 2

notes receivable, files, records (other than patient records), patient
lists, supplier lists and all other personal property located at the
Center or used in connection with the business of Seller as a going
concern and with the operation of the Center, reasonably required to
operate a licensed and certified cosmetic and reconstructive surgery
practice, including without limitation, all of those items of personal
property set forth and described in Exhibit "B" attached hereto (such
personal property is hereinafter referred to as the "Personal
Property") (the Leasehold Interest and the Personal Property are
sometimes hereinafter collectively referred to as the "Assets"), but
excluding all property and Excluded Leaseholds set forth and described
in Exhibit "C" (the "Excluded Assets").

1.02 TRANSFER. Seller shall execute and deliver such instruments of
conveyance, sale, assignment or transfer, and shall take or cause to be taken
such further action as the Purchaser or its counsel shall request at any time to
vest, confirm or evidence in the Purchaser good and marketable title to all of
the Assets intended to be conveyed, sold, transferred, assigned and delivered to
the Purchaser under this Agreement, free and clear of all liens, claims and
encumbrances, except the Permitted Exceptions (as hereinafter defined).

1.03 CLOSING DATE. The sale, transfer and delivery of the Assets
pursuant to the terms of this Agreement and the delivery of the Purchase Price
(as hereinafter defined) shall take place as soon as all appropriate conditions
as set forth herein have been fulfilled and after IPO at the offices of King &
Spalding, 191 Peachtree Street, Atlanta, Georgia 30303-1763, or at such other
place and date as Purchaser and Seller shall agree. The date on which the last
of all payments and deliveries occurs is the "Closing Date", and such payments
and deliveries constitute the "Closing." The parties hereto shall use their
reasonable best efforts to satisfy all appropriate conditions as soon as
possible.

SECTION 2. PURCHASE PRICE AND EXPENSES.

2.01 PURCHASE PRICE. Purchaser shall pay to Seller for the Assets
one-hundred percent (100%) of Seller's Adjusted Gross Revenue (as hereinafter
defined) for the previous calendar year (the "Purchase Price") used in
preparation of Purchaser's registration statement on Form S-1 (the "Registration
Statement"). The Purchase Price shall be paid as follows:

(a) Twenty percent (20%) in cash at Closing; and

(b) The remainder in common stock of Purchaser to be
valued at the initial price to the public in the IPO.

As used herein, the term "Adjusted Gross Revenue" shall be determined in
accordance with generally accepted accounting principles and shall mean all fees
and charges recorded or booked by or on behalf of the Seller as a result of
professional medical services personally furnished to patients by the Surgeon(s)
and those under the Surgeon's supervision and other fees or income generated in
their capacity as professionals after any adjustments for uncollectible
accounts,

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<PAGE> 3

professional courtesies, contractual allowances and discounts, and other
activities that do not generate a collectible fee.

2.02 COSTS AND EXPENSES. Each party to this Agreement shall pay its
own fees, costs and expenses and those of its agents, accountants, attorneys and
investment advisors, whether or not the transactions contemplated hereby are
consummated in accordance with the terms of this Agreement.

SECTION 3. COVENANT NOT TO COMPETE.

Seller expressly acknowledges and agrees that Purchaser's business
relies upon the continued efforts and operations of Seller and Seller's equity
holders and to properly protect Purchaser's business interests, and to induce
Purchaser to enter into this Agreement and consummate the transactions
contemplated hereunder, for a period of five years after the Closing Date
hereunder, Seller and each equity holder of Seller or an affiliate thereof shall
not (i) establish, develop or open any facility for the provision of cosmetic
and reconstructive surgical services or provide surgical services at any
facility within a ten mile radius of any facility that is affiliated with
Purchaser or at which Purchaser provides practice management or consulting
services, or (ii) solicit any patients, surgeons, employees or staff associated
with Purchaser or an affiliate thereof.

SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.

Seller hereby represents, warrants and covenants to Purchaser as
follows, and acknowledges and confirms that Purchaser is relying upon such
representations, warranties and covenants in connection with the execution,
delivery and performance of this Agreement, notwithstanding any investigation
made by Purchaser or on its behalf:

4.01 ORGANIZATION OF SELLER. Seller is a [______________________]
formed and in existence under the laws of the State of [__________] and Seller
has the power and authority to own its property and to carry on its business as
and where such business is now conducted. A true and accurate list of all
shareholders of Seller and the number of shares and class of stock held by each
such shareholder is set forth on Exhibit "D" attached hereto.

4.02 TITLE TO ASSETS. Seller has good and marketable title to the
Assets at the Center, and the right to sell, transfer, assign and deliver the
Assets at the Center to Purchaser, free and clear of all liens, encumbrances,
claims, security interests, pledges, agreements and rights of others, except for
the Permitted Exceptions and upon transfer of the Assets to Purchaser, Purchaser
will hold good and marketable title to the Assets free and clear of all liens,
claims, encumbrances, and rights of third parties whatsoever, except for the
Permitted Exceptions.

4.03 AUTHORIZATION AND BINDING EFFECT. This Agreement and each of
the agreements and instruments contemplated hereby has been duly and validly
authorized, executed and delivered by the Seller and constitutes the legal,
valid and binding obligations of the Seller, enforceable in

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<PAGE> 4

accordance with its terms. All corporate actions and proceedings required for
the execution and delivery of this Agreement, and for the consummation of the
transactions contemplated hereby, have been duly taken.

4.04 NO CONFLICTS. The execution, delivery and performance by the
Seller of this Agreement or any agreements required hereby to be executed by
Seller and consummation of the transactions contemplated hereby, will not (i)
constitute a violation of, conflict with or constitute a default under any term
or provision of the Seller's formation documents, (ii) to the best of Seller's
knowledge, constitute a violation of any statute, ordinance, judgment, order,
decree, regulation or rule of any court, governmental authority or arbitrator or
any license, permit or franchise applicable or relating to the Center or (iii)
result in the creation of any lien upon the Assets pursuant to the provisions of
any of the foregoing.

4.05 CONDITION OF ASSETS. Upon Closing, the Assets, including the
Personal Property, will be in good condition comparable to the condition
existing on the date hereof, ordinary wear and tear excepted. Except for the
Excluded Assets Seller shall not remove any Personal Property from the Center
prior to the Closing, except for the purpose of repair or replacement or in the
ordinary course of business, and any such Personal Property or its replacement,
as the case may be, shall be included in the transaction contemplated hereby.
Seller shall keep all insurance policies or renewals thereof affecting or
covering the Assets in full force and effect up to and including the date of
Closing unless the reason for such policies ceases or such policies are replaced
in the ordinary course of business.

4.06 TAXES. Except as set forth on Exhibit "E", Seller has timely
filed or caused to be timely filed all federal income tax returns and all other
federal, state, county, local or city tax returns which are required to be
filed, and has paid or caused to be paid all taxes shown on said returns or on
any tax assessment received by them (including, without limitation, real and
personal property taxes) to the extent that such taxes have become due. No
events have occurred which could impose on Purchaser any transferee liability
for any taxes, penalties, or interest due or to become due from Seller.

4.07 CLAIMS AND LEGAL ACTIONS. Except as set forth on Exhibit "F",
there is no claim, legal action, counterclaim, suit, arbitration, governmental
investigation or other legal, administrative or tax proceeding, nor any order,
decree or judgment, in progress, pending, or threatened against or relating to
Seller, the Center, the Assets, or the business or operations of the Seller, nor
does Seller know or have reason to be aware of any basis for the same.

4.08 RELIANCE UPON TAX AND LEGAL ADVISORS. With respect to the tax
and other legal consequences of the sale of all of its right, title and interest
in and to certain of the assets used in connection with the surgical practice
conducted at the Center, Seller is relying solely upon the advice of its own tax
and legal advisors.

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<PAGE> 5

4.09 MAINTENANCE OF BUSINESS OPERATIONS AND EMPLOYEES. Seller shall
use its best efforts to preserve and maintain the Center's business operations
intact, and use its best efforts to keep available to Purchaser the services of
the Center's employees, to preserve and maintain the Personal Property and to
preserve to the extent possible the goodwill of the Center's business. Prior to
the Closing Date, Seller shall not except in the usual and ordinary course of
business of Seller consistent with past practice, (i) incur any indebtedness or
other liabilities, guarantee any indebtedness or sell any assets of the Center
(except for the Excluded Assets), (ii) increase the compensation payable to any
employee, stockholder, member or Surgeon other than normal merit and cost of
living increases granted in the ordinary course of business, (iii) enter into
any employment agreements or adopt any employee benefit plan or increase the
benefits or obligations of Seller or the Center under any employee benefit plan,
(iv) permit any of the Assets to be subjected to any new mortgage, pledge,
security interest, lien, claim, encumbrance, or restriction of any kind, or (v)
discharge or satisfy any claims, liabilities or obligations of the Center other
than in the usual course of business.

4.10 CONSENTS. Except as set forth on Exhibit "G", there are no
persons whose consent is necessary for Seller to consummate the transactions
contemplated by this Agreement. Each party hereto agrees to cooperate with each
other party to obtain the consents, approvals and authorizations of third
parties and governmental authorities that any such party reasonably determines
to be necessary to consummate the transactions contemplated by this Agreement.

4.11 NO MANAGEMENT CONTRACT OR LEASE. Except for any lease
agreement(s) between Seller and Seller's landlord(s), which lease agreement(s)
may be assigned by Seller to Purchaser at Closing to the extent assignable and
copies of which lease agreement(s) have been provided to Purchaser by Seller,
there will be no practice management contracts or leases for the Center at the
time of Closing.

4.12 ACCURACY OF INFORMATION. No representations, warranties or
covenants by Seller, nor any statement, list or certificate furnished or to be
furnished to Purchaser pursuant hereto, or in connection with the transactions
contemplated hereby, contains or will contain any untrue statement of fact or
omits or will omit to state a fact necessary to make the statements contained
therein not misleading in light of the circumstances under which they were made.

4.13 NOTICE AS TO CHANGES. Seller will promptly advise Purchaser in
writing of the occurrence of any events of which Seller becomes aware after the
date of this Agreement and prior to Closing relating to any of the matters which
are the subject of the covenants, representations and warranties contained
herein.

4.14 BULK SALES. Seller shall comply with any and all applicable
bulk sales laws.

4.15 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The warranties,
representations and covenants of the Seller contained in this Agreement shall be
true and correct as of the Closing Date with the same force and effect as if
given and made on and as of the date and time of Closing, and such
representations, warranties and covenants shall survive the Closing and the

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<PAGE> 6

consummation of the transactions contemplated by this Agreement for the period
of three (3) years.

SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.

Purchaser hereby represents, warrants and covenants to Seller as
follows, and acknowledges and confirms that Seller is relying upon such
representations, warranties and covenants in connection with the execution,
delivery and performance of this Agreement, notwithstanding any investigation
made by Seller or on its behalf:

5.01 ORGANIZATION OF PURCHASER. Purchaser is a corporation
organized and in existence under the laws of the State of Georgia and has all
requisite corporate power and authority to enter into this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby.

5.02 AUTHORIZATIONS AND BINDING EFFECT. This Agreement has been
duly and validly authorized, executed and delivered by Purchaser and constitutes
the legal, valid and binding obligation of Purchaser, enforceable in accordance
with its terms. All other corporate proceedings required by the Articles of
Incorporation or the Bylaws of Purchaser or otherwise for the execution and
delivery of this Agreement, and for the consummation of the transactions
contemplated hereby, have been duly taken.

5.03 NO VIOLATION. The execution, delivery and performance by the
Purchaser of this Agreement or any agreements required hereby to be executed by
Purchaser, will not (i) constitute a violation of, conflict with or constitute a
default under any term or provision of the Purchaser's Articles of Incorporation
or bylaws, each as amended, (ii) to the best of Purchaser's knowledge,
constitute a violation of any statute, ordinance, judgment, order, decree,
regulation or rule of any court, governmental authority or arbitrator or any
license, permit or franchise applicable or relating to the Center or (iii)
result in the creation of any lien upon the Purchaser's assets pursuant to the
provisions of any of the foregoing.

5.04 ACCURACY OF INFORMATION. No representations, warranties or
covenants by Purchaser or the members, officers or directors of the Purchaser,
nor any statement, list or certificate furnished or to be furnished to the
Seller pursuant hereto, or in connection with the transactions contemplated
hereby, contains or will contain any material untrue statement of fact or omits
or will omit to state a material fact necessary to make the statements contained
therein not misleading in light of the circumstances under which they were made.

5.05 CLAIMS AND LEGAL ACTIONS. There is no claim, legal action,
counterclaim, suit, arbitration, governmental investigation or other legal,
administrative or tax proceeding, nor any order, decree or judgment, in
progress, pending, or threatened against or relating to Purchaser or the
business or operations of the Purchaser, nor does Purchaser know or have reason
to be aware of any basis for the same.

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<PAGE> 7
5.06 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The
warranties and representations of the Purchaser contained herein shall be true
and correct as of the Closing with the same force and effect as if given and
made on and as of the date and time of Closing, and such representations and
warranties shall survive the Closing and the consummation of the transactions
contemplated by this Agreement for the period of three (3) years.

5.07 NOTICE AS TO CHANGES. Purchaser shall promptly advise Seller
in writing of the occurrence of any events of which Purchaser becomes aware
after the date of this Agreement and prior to Closing relating to any of the
matters which are the subject of the covenants, representations and warranties
contained herein.

SECTION 6. CONVEYANCES.

At Closing, the Personal Property shall be conveyed by general
assignment and bill of sale. The Leasehold Interests shall be assigned to
Purchaser pursuant to assignment agreements. In advance of the Closing Date,
appropriate forms of such bill of sale and assignment agreements shall be
prepared by Purchaser's counsel in conformity with this Agreement and shall be
submitted to Seller for its approval, which shall not be unreasonably withheld.
Good and marketable title to the Assets including, without limitation, the
Personal Property, shall be conveyed from Seller to Purchaser free and clear of
all liens, claims, charges, encumbrances, restrictions, assessments (including,
without limitation, any assessments payable in installments, all of which
installments have not been paid), encroachments, leases and easements, of any
kind, subject only to taxes for the current year, and those other liens, claims,
charges, encumbrances or objections, if any, set forth in Exhibit "H" attached
hereto (such other liens, claims, charges, encumbrances or objections are
hereinafter referred to as "Permitted Exceptions"). Subject to the Permitted
Exceptions, Seller shall have satisfied or canceled of record all debt or
security instruments which create a lien on the Personal Property, including,
without limitation, any mortgage, indenture, security agreement, or deed to
secure debt outstanding on any portion of such Personal Property.

SECTION 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER.

The obligations of Purchaser to perform this Agreement are subject to
the satisfaction of the following conditions, each of which may be waived in
writing by Purchaser:

7.01 ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF
OBLIGATIONS. At Closing, Seller shall certify to Purchaser that (i) the
representations and warranties of Seller herein contained are true and correct
as of the Closing Date with the same effect as though made on the Closing Date
(except for changes permitted or contemplated by the terms of this Agreement or
except to the extent that such changes expressly relate to an earlier date); and
(ii) Seller has performed all obligations and complied with all covenants
required by this Agreement to be performed or complied with by Seller prior to
the Closing Date.

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<PAGE> 8

7.02 DELIVERIES. Seller hereby agrees to, and shall, deliver or
cause to be delivered to the Purchaser at the Closing the following, each of
which shall be in form and substance satisfactory to the Purchaser:

(a) BILL OF SALE. A General Assignment and Bill of Sale
for all of Seller's right, title and interest in and to the Personal
Property and fixtures located at the Center, including those items
described in Exhibit "B" attached hereto;

(b) OTHER INSTRUMENTS. Such other endorsements,
assignments and instruments of transfer and conveyance as may be
necessary to vest in the Purchaser good and marketable title to the
Assets and business to be sold hereunder and as shall be reasonably
requested by Purchaser; and

(c) CERTIFICATES REGARDING AUTHORITY AND OTHER MATTERS.
Certificates or affidavits of Seller in form and substance satisfactory
to Purchaser regarding the authority and power of the Seller to
complete the transactions provided for herein, and the accuracy of
Seller's representations, and warranties and covenants contained
herein.

7.03 AUTHORIZATION OF AGREEMENT BY SELLER. All actions necessary to
authorize the execution, delivery and performance of this Agreement and all
documents contemplated herein and therein shall have been duly and validly taken
by the officers of the Seller, and Seller shall have full power and right to
consummate the transactions contemplated hereby or thereby on the terms provided
herein or therein. Seller shall provide Purchaser at Closing with certified
resolutions of its shareholders and board of directors approving the execution
of this Agreement and the transactions contemplated hereby.

7.04 NO INJUNCTION OR RESTRAINING ORDER. No injunction, restraining
order or other order of any federal or state court in the United States that
prevents the consummation of the transactions contemplated hereby shall be
pending or shall have been issued and remain in effect.

7.05 GOVERNMENTAL CONSENTS, APPROVALS AND AUTHORIZATIONS. All
consents, authorizations, orders or approvals of, and filings or registrations
with, any governmental commission, board or other regulatory body that are
required for or in connection with the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby shall have been
obtained or made.

7.06 INSPECTION AND SURVEY. Purchaser and/or its agents (including
accountants, lawyers and investment bankers) shall have conducted, completed and
be satisfied with (i) a physical plant inspection of the Center and an
inspection of the Personal Property, and (ii) an inspection of the Center's
business, legal and financial books and records, including any leases for office
space, furniture or equipment. Seller shall make such items available to
Purchaser and/or its agents at reasonable times and in such a manner so as not
to unreasonably disrupt the Center's normal business.

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<PAGE> 9

7.07 MATERIAL ADVERSE CHANGE. There shall have been no material
adverse change after the date of the most recent financials in the results of
operations, business, assets, properties, liabilities, financial position or
affairs of the Center or the Seller, which in the reasonable judgment of the
Purchaser has had, or will have a materially adverse effect on the Center or the
Center's business.

7.08 PUBLIC OFFERING OR FIRM UNDERWRITING. Purchaser shall have
completed the IPO for the sale of at least $25,000,000 of common stock of
Purchaser.

7.09 CASUALTY LOSSES. On or prior to the time of Closing, the
Center shall not have sustained any loss, whether or not insured, by reason of
physical damage to the Center caused by fire, flood, accident, explosions or
other calamity which would adversely affect the carrying on of its business in
the normal and regular course.

7.10 ACCOUNTING TREATMENT. Purchaser shall have received approval
from its auditors and an indication of no objection from the Securities and
Exchange Commission (the "SEC") with respect to Purchaser's and the Seller's,
along with other surgical practices, "roll-up" accounting treatment, on terms
acceptable to Purchaser.

7.11 EMPLOYMENT AGREEMENT. Seller or an affiliate shall enter into
a five (5) year employment agreement with any Surgeon who have an equity
interest in Seller or delivers patient care at the Center on average more than
ten (10) days per month at the Center(s), as employee(s) of the Center which
employment agreements shall contain a non-competition agreement with respect to
Purchaser.

7.12 SERVICE AGREEMENT. Seller or an affiliate shall enter into a
twenty (20) year service agreement with Purchaser pursuant to which Purchaser
shall provide practice management and general business services to Seller or
Seller's affiliate.

SECTION 8. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.

The obligations of Seller to perform this Agreement are subject to the
satisfaction of the following conditions, each of which may be waived by Seller:

8.01 ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF
OBLIGATIONS. At Closing, Purchaser shall certify to Seller that (i) the
representations and warranties of the Purchaser herein contained are true and
correct as of the Closing Date with the same effect as though made on the
Closing Date (except for changes permitted or contemplated by the terms of this
Agreement or except to the extent that they expressly relate to an earlier
date); and (ii) Purchaser has performed all obligations and complied with all
covenants required by this Agreement to be performed or complied with by it
prior to the Closing Date.

8.02 DELIVERY OF THE PURCHASE PRICE. Purchaser shall have delivered
to Seller the Purchase Price.

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<PAGE> 10

8.03 GOVERNMENTAL CONSENTS, APPROVALS AND AUTHORIZATIONS. All
consents, authorizations, orders or approvals of, and filings or registrations
with, any governmental commission, board or other regulatory body that are
required for or in connection with the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby shall have been
obtained or made.

8.04 NO INJUNCTION OR RESTRAINING ORDER. No injunction, restraining
order or other order of any federal or state court in the United States that
prevents the consummation of the transactions contemplated hereby shall be
pending or shall have been issued and remain in effect.

8.05 INITIAL PUBLIC OFFERING. Purchaser shall have completed the
IPO for the sale of at least $25,000,000 of common stock of Purchaser.

SECTION 9. PRORATIONS AND ADJUSTMENTS.

The following items shall be adjusted based on the Closing Date on a
pro rata basis between Seller and Purchaser at the time of the Closing or after
the Closing as agreed upon by Purchaser and Seller:

(a) Personal property ad valorem taxes for the 12 month period
succeeding the applicable tax bill due date;

(b) Such other items set forth on Exhibit "I".

SECTION 10. FEDERAL SECURITIES LAW.

10.01 INVESTMENT REPRESENTATION. Seller acknowledges that the
shares of stock of Purchaser to be delivered to the Seller at the Closing
pursuant to this Agreement have not been and will not be registered under the
Securities Act of 1933 ("1933 Act") and may not be sold, transferred, pledged or
otherwise disposed of in the absence of an effective registration statement
covering the shares under the 1933 Act and applicable state securities laws, or
unless an exemption from such registration is available and a legal opinion to
that effect is delivered to and accepted by the Purchaser. The stock to be
acquired by the Seller pursuant to this Agreement is being acquired solely for
Seller's own account, for investment purposes only and with no present intention
of distributing, selling or otherwise disposing of it in connection with a
distribution.

10.02 COMPLIANCE WITH LAW. Seller represents and warrants that none
of the shares of Purchaser stock issued to Seller will be offered, sold,
assigned, pledged, hypothecated, transferred or otherwise disposed of, except
after full compliance with all of the applicable provisions of the 1933 Act and
the rules and regulations of the SEC and applicable state securities laws and
regulations. All certificates evidencing shares of Purchaser stock issued
hereunder shall bear the following restrictive legend, as well as any legend
required by the securities or blue sky laws of the state where Purchaser
resides:

10
<PAGE> 11

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF ANY JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AFTER RECEIPT
OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT AN EXEMPTION
FROM REGISTRATION IS AVAILABLE UNDER APPLICABLE SECURITIES LAWS.

10.03 INVESTMENT RISK. Seller represents and warrants that Seller
is able to bear the economic risk of an investment in Purchaser's stock acquired
pursuant to this Agreement and can afford to sustain a total loss of such
investment and has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the proposed
investment and therefore has the capacity to protect Seller's interests in
connection with the acquisition of Purchaser's stock. Seller or its
representatives have had an adequate opportunity to ask questions and receive
answers from Purchaser concerning any and all matters relating to Purchaser and
the transactions described herein.

10.04 ACCREDITED INVESTOR STATUS. Seller represents and warrants
that Seller is an "accredited investor" as defined in Rule 501(a) promulgated
under the 1933 Act.

10.05 PIGGYBACK REGISTRATION RIGHTS. Purchaser has no obligation to
register the shares of Purchaser stock that Seller will receive hereunder;
provided, however, in the event Purchaser, at any time within 24 months after
the Closing Date, undertakes a public offering of its shares of Common Stock and
the filing of a registration statement with the SEC in connection therewith,
Purchaser shall notify the Seller in writing of the proposed offering and of any
material terms and conditions of the offering known to Purchaser. Purchaser
shall use all reasonable efforts to have included in such registration statement
all or any portion of the shares distributed to Seller hereunder, subject,
however, to such terms, conditions and limitations (including, without
limitation, the number of shares that Seller may offer to sell in such
registration statement) as any underwriter retained by Purchaser in connection
with such offering may require, and provided that the public offering and sale
of such shares is not restricted by any legend or other condition imposed by any
state securities commissioner. Seller shall take all such action and execute all
such documents including, without limitation, the execution and delivery of an
underwriting agreement in form and substance in all material respects the same
as the underwriting agreement to be signed by Purchaser, as may be requested by
Purchaser. The cost of such public offering shall be borne by Purchaser, except
that Seller shall pay its proportionate share of underwriters' commissions and
discounts and the costs and fees of any attorneys, accountants and other persons
retained by Seller in connection with the offering. The provisions of this
Section 10.05 shall not apply to registration statements filed in connection
with employee stock purchase and option programs by Purchaser or in connection
with actual or proposed acquisitions by Purchaser. Seller shall notify Purchaser
of its election to exercise its rights within thirty (30) days after such
written notice to the Seller.

11
<PAGE> 12

SECTION 11. BROKERS.

Seller shall pay all fees due to any real estate broker or finder
employed by Seller. Seller shall indemnify and hold harmless Purchaser for any
and all claims and expenses arising from Seller's employment of a broker or
finder. Purchaser shall pay all fees due to any real estate broker or finder
employed by Purchaser. Purchaser shall indemnify and hold harmless Seller for
any and all claims and expenses arising from Purchaser's employment of a broker
or finder.

SECTION 12. ASSUMED LIABILITIES.

Except as specifically provided in this Agreement and as set forth on
Exhibit "J", Purchaser shall assume no liabilities, obligations or indebtedness
of Seller or the Center whether express or implied, contingent or absolute,
disputed or final, nor shall anything herein be construed to the contrary.

SECTION 13. TERMINATION.

13.01 RIGHT OF TERMINATION. This Agreement and the transactions
contemplated by this Agreement may be terminated at any time prior to the
Closing Date:

(a) By the mutual consent of the Purchaser and the
Seller.

(b) By the Purchaser in the event that the conditions set
forth in Sections 4 and 7 of this Agreement shall not have been
satisfied or waived on or before the Closing.

(c) By the Seller in the event that the conditions set
forth in Sections 5 and 8 of this Agreement shall not have been
satisfied or waived on or before the Closing.

(d) By either party upon written notice after September
30, 1999.

13.02 NOTICE OF TERMINATION. Notice of termination of this
Agreement shall be given by the party so terminating to the other parties
hereto, in accordance with the provisions of Section 15 of this Agreement.

13.03 EFFECT OF TERMINATION. In the event that this Agreement is
terminated pursuant to this Section 13, this Agreement shall be void and have no
further force and effect, without any liability on the part of any of the
parties hereto (or their respective members, stockholders, directors or
officers, if any).

SECTION 14. DESCRIPTIVE HEADINGS.

The descriptive headings of this Agreement are for convenience only and
shall not control or affect the meaning or construction of any provision of this
Agreement.

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<PAGE> 13

SECTION 15. NOTICES.

All notices and other communications hereunder shall be in writing and
shall be deemed given if (a) delivered by hand, (b) mailed by registered or
certified mail (return receipt requested), (c) telecopied and immediately
confirmed, or (d) sent by overnight delivery, to the parties at the following
addresses (or at such other addresses for a party as shall be specified by like
notice) and shall be deemed given on the date on which so hand-delivered or so
telecopied, on the third business day following the date on which so mailed, if
deposited in the United States mail, or on the first business day following the
date on which sent by overnight delivery:

If to Purchaser:

Better Image, Inc.
Two Midtown Plaza, Suite 1220
1360 Peachtree Street N.E.
Atlanta, Georgia 30309
Attn: Jonathan E. Wilfong
Telecopier: (404) 898-1247
Telephone: (404) 898-1240

With a copy to:

King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Attn: Paul A. Quiros, Esq.
Telecopier: (404) 572-5146
Telephone: (404) 572-4604

If to Seller:

----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
Attn:
----------------------
Telecopier:
----------------
Telephone:
-----------------

SECTION 16. COUNTERPARTS.

This Agreement may be executed in one or more counterparts, all of
which shall constitute one and the same agreement.

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<PAGE> 14

SECTION 17. GOVERNING LAW.

This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia without regard for its
principles of conflicts of laws.

SECTION 18. ASSIGNABILITY.

This Agreement shall be assignable by Purchaser to any person, firm or
corporation that controls or is under common control with Purchaser.

SECTION 19. WAIVERS AND AMENDMENTS.

Any term or provision of this Agreement may be waived at any time by
the party that is entitled to the benefits thereof, and any term or provision of
this Agreement may be amended or supplemented at any time by the mutual consent
of Purchaser and Seller, except that any waiver of any term or condition, or any
amendment or supplementation, of this Agreement must be in writing. A waiver of
any breach or failure to enforce any of the terms or conditions of this
Agreement shall not in any way affect, limit or waive a party's rights hereunder
at any time to enforce strict compliance thereafter with every term or condition
of this Agreement.

SECTION 20. THIRD PARTY RIGHTS.

Notwithstanding any other provision of this Agreement, this Agreement
shall not create any rights or benefits on behalf of any employee of Seller,
third party or other person, and this Agreement shall be effective only as
between the parties hereto, their successors and permitted assigns.

SECTION 21. ENTIRE AGREEMENT.

This Agreement (including the Exhibits, agreements, documents and
instruments referred to herein) constitutes the entire agreement, and supersedes
all other prior agreements and understandings, both written and oral, among the
parties, or any of them with respect to the subject matter hereof.

SECTION 22. SEVERABILITY.

In the event that any one or more of the provisions contained in this
Agreement shall be declared invalid, void or unenforceable, the remainder of the
provisions of this Agreement shall remain in full force and effect.

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<PAGE> 15

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.

SELLER:

----------------------------------
BY:
-------------------------------
NAME:
-------------------------
TITLE:
-------------------------

PURCHASER:

BETTER IMAGE, INC.

BY:
-------------------------------
JONATHAN E. WILFONG, CHAIRMAN

<PAGE> 1

EXHIBIT 2.4

FORM OF STOCK PURCHASE AND SALE AGREEMENT

THIS STOCK PURCHASE AND SALE AGREEMENT (this "Agreement") is made and
entered into as of this ____ day of __________________, 199__, by and among
Better Image, Inc., a Georgia corporation ("Purchaser"), and ___________________
and _______________________, each a licensed surgeon and resident of the State
of ________________ (collectively, the "Seller").

W I T N E S S E T H

WHEREAS, Seller owns all of the issued and outstanding stock of
______________________, a ____________________ corporation (the "Corporation"),
which owns certain assets used to operate a cosmetic and reconstructive surgery
practice with offices located in the facilities identified in Exhibit A
(collectively, the "Center"), and furnishes medical care to the general public
through the services of the surgeon(s) affiliated with the Seller to provide
patient care at the Center (the "Surgeon(s)"); and

WHEREAS, Seller wishes to sell to Purchaser all of Seller's right,
title and interest in and to all of the outstanding shares of capital stock of
the Corporation (the "Stock"), and Purchaser wishes to buy all of Seller's
right, title and interest in and to the Stock subject to and upon the terms and
conditions set forth herein; and

WHEREAS, Seller and Purchaser intend that the sale contemplated
hereunder, together with the acquisition of the other founding practices, and an
initial public offering of Purchaser's shares (the "IPO"), will constitute an
integrated unitary transaction and will qualify for non-recognition treatment
under Section 368(a)(1) of the Internal Revenue Code, as amended.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00), the premises
and the mutual covenants set forth herein, and other good and valuable
consideration, the receipt, adequacy, and sufficiency of which are hereby
acknowledged, Seller and Purchaser hereby agree as follows:

SECTION 1. PURCHASE AND SALE OF STOCK AND CLOSING.

1.01 PURCHASE. Upon the terms and conditions set forth herein, Seller
shall sell to Purchaser and Purchaser shall purchase from Seller all of Seller's
right, title and interest in and to the Stock, free and clear of all liens,
charges, encumbrances, claims, options, and other restrictions of any nature
whatsoever.

1.02 DELIVERY OF STOCK. At Closing (as hereinafter defined) Seller
shall deliver to Purchaser validly issued certificates representing the Stock,
together with stock powers duly executed in blank. Seller shall execute and
deliver such instruments of conveyance, sale or transfer, and shall take or
cause to be taken such further action as the Purchaser or its counsel shall
request at any time or from time to time to vest, confirm or evidence in the
Purchaser good and marketable

<PAGE> 2

title to all of the Stock intended to be conveyed, sold, transferred and
delivered to the Purchaser hereunder.

1.03 CLOSING DATE. The sale, transfer and delivery of the Stock
pursuant to the terms of this Agreement and the delivery of the Purchase Price
(as hereinafter defined) shall take place as soon as all appropriate conditions
as set forth herein have been fulfilled, at the offices of King & Spalding, 191
Peachtree Street, Atlanta, Georgia 30303-1763, or at such other place and date
as Purchaser and Seller shall agree. The date on which the last of all payments
and deliveries occurs is the "Closing Date", and such payments and deliveries
constitute the "Closing." The parties hereto shall use their reasonable best
efforts to satisfy all appropriate conditions as soon as possible.

SECTION 2. PURCHASE PRICE AND EXPENSES.

2.01 PURCHASE PRICE. Purchaser shall pay to Seller for the Stock at
least one hundred percent (100%) of the Corporation's Adjusted Gross Revenues
(as hereinafter defined), (the "Purchase Price"), used in preparation of
Purchaser's registration statement on Form S-1 (the "Registration Statement").
The Purchase Price shall be paid as follows:

(a) Twenty percent (20%) in cash or immediately available
funds at Closing; and

(b) The remainder in common stock of Purchaser ("Purchaser
Stock") to be valued at the initial price to the public in the IPO.

As used herein, the term "Adjusted Gross Revenue" shall be determined in
accordance with generally accepted accounting principles and shall mean all fees
and charges recorded or booked by or on behalf of the Seller as a result of
professional medical services personally furnished to patients by the Surgeon(s)
and those under the Surgeon's supervision and other fees or income generated in
their capacity as professionals after any adjustments for uncollectible
accounts, professional courtesies and other activities that do not generate a
collectible fee.

2.02 COSTS AND EXPENSES. Each party to this Agreement shall pay its own
fees, costs and expenses and those of its agents, accountants, attorneys and
investment advisors, whether or not the transactions contemplated hereby are
consummated in accordance with the terms of this Agreement.

SECTION 3. COVENANT NOT TO COMPETE.

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<PAGE> 3

(i) establish, develop or open any facility for the provision of cosmetic and
reconstructive surgical services or provide surgical services at any facility
within a ten mile radius of any facility that is affiliated with Purchaser or at
which Purchaser provides practice management or consulting services, or (ii)
solicit any patients, surgeons, employees or staff associated with Purchaser or
an affiliate thereof.

SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.

Seller hereby represents, warrants and covenants to Purchaser that the
following statements are accurate and complete as of the date hereof and will be
accurate and complete as of the Closing Date, and acknowledges and confirms that
Purchaser is relying upon such representations, warranties and covenants in
connection with the execution, delivery and performance of this Agreement,
notwithstanding any investigation made by Purchaser or on its behalf:

4.01 ORGANIZATION OF CORPORATION. The Corporation is duly organized,
validly existing and in good standing under the laws of the State of
[________________] and has the power and authority to own and lease its
property, and to carry on its business as and where such business is now
conducted. The Corporation does not own stock or any other equity interest in
any other entity.

4.02 STOCK. Seller owns all of the issued and outstanding stock of the
Corporation and has good and marketable title to the Stock, and the right to
sell, transfer and deliver the Stock to Purchaser, free and clear of all liens,
encumbrances, claims, security interests, pledges, agreements and rights of
third parties, and upon delivery of the Stock to Purchaser, Purchaser will hold
good and marketable title to the Stock free and clear of all liens,
encumbrances, claims, security interests, pledges, agreements and rights of
third parties whatsoever. Each share of Stock has been legally and validly
issued and fully paid and nonassessable. No shares of Stock are owned by the
Corporation in treasury. There are no outstanding (a) bonds, debentures, notes
or other obligations the holders of which have the right to vote with the Seller
on any matter, (b) securities of the Corporation convertible into equity
interests in the Corporation, or (c) commitments, options, rights or warrants to
issue any such equity interests in the Corporation, to issue securities of the
Corporation convertible into such equity interests, or to redeem any securities
of the Corporation. No shares of Stock have been issued or disposed of in
violation of the preemptive rights, rights of first refusal or similar rights of
any of the Corporation's stockholder(s).

4.03 TITLE TO ASSETS. The Corporation has good and marketable title to
the assets used at the Center by the Corporation, free and clear of all liens,
encumbrances, claims, security interests, charges, pledges and rights of others,
except as disclosed on Exhibit B.

4.04 BINDING EFFECT. This Agreement and each of the agreements and
instruments contemplated hereby has been duly and validly authorized, and when
executed and delivered by the Seller will constitute the legal, valid and
binding obligations of the Seller, enforceable in accordance with its terms.

3
<PAGE> 4

4.05 NO CONFLICTS. The execution, delivery and performance by the
Seller of this Agreement or any agreements required hereby to be executed by
Seller and consummation of the transactions contemplated hereby, will not (i)
constitute a violation of, conflict with or constitute a default under any term
or provision of the Seller's formation documents, (ii) to the best of Seller's
knowledge, constitute a violation of any statute, ordinance, judgment, order,
decree, regulation or rule of any court, governmental authority or arbitrator,
or any license, permit or franchise applicable or relating to the Corporation or
(iii) result in the creation of any lien upon the Stock or the Corporation's
assets pursuant to the provisions of any of the foregoing.

4.06 CORPORATION'S ASSETS. Upon Closing, the Corporation's Assets will
be in good condition comparable to the condition existing on the date of this
Agreement, ordinary wear and tear excepted. Seller shall not remove any property
from the Center prior to the Closing, except for the purpose of repair or
replacement or in the ordinary course of business, and any such property or its
replacement, as the case may be, shall be property of the Corporation. Seller
shall keep all insurance policies or renewals thereof affecting or covering the
Center in full force and effect up to and including the date of Closing unless
the reason for such policies ceases or such policies are replaced in the
ordinary course of business.

4.07 TAXES. Except as set forth on Exhibit C, the Corporation has
timely filed or caused to be timely filed all federal income tax returns and all
other federal, state, county, local or city tax returns which are required to be
filed, and has paid or caused to be paid all taxes, including interest,
penalties or additions thereto, shown on such returns or on any tax assessment
received by it (including, without limitation, real and personal property taxes)
to the extent that such taxes have become due and payable on or before the
Closing Date. The Corporation has no tax liability, except for real and personal
property taxes for periods as to which such taxes have not yet become due and
payable. No events have occurred which could impose on Purchaser any liability
for any taxes, penalties, or interest due or to become due from Seller or the
Corporation. The Corporation and the Seller have not received any notice that
any tax deficiency or delinquency has been asserted against the Corporation. To
the best of Seller's knowledge, the Corporation has withheld and paid all taxes
required by law to have been withheld and paid by it.

4.08 CLAIMS AND LEGAL ACTIONS. Except as set forth on Exhibit D, there
is no claim, legal action, counterclaim, suit, arbitration, governmental
investigation or other legal, administrative or tax proceeding, nor any order,
decree or judgment, in progress, pending, or threatened against or relating to
the Seller, the Corporation, or the Center, nor does Seller know or have reason
to be aware of any basis for the same.

4.09 RELIANCE UPON TAX AND LEGAL ADVISORS. With respect to the tax and
other legal consequences of the sale of all of its right, title and interest in
and to certain of the assets used in connection with the surgical practice
conducted at the Center, Seller is relying solely upon the advice of its own tax
and legal advisors.

4
<PAGE> 5

4.10 SUBSEQUENT EVENTS. Except as disclosed on Exhibit E, the
Corporation has not, since December 31, 1996: (i) incurred any material
obligation or liability, entered into any contract, lease, license or
commitment, or incurred any indebtedness other than in the ordinary course of
business; (ii) made any payments to or loaned any money to any person or entity
other than in the ordinary course of business consistent with past practices;
(iii) lost or terminated any employee or supplier that has had or may have,
individually or in the aggregate, a material adverse effect on the Corporation's
business; (iv) mortgaged, pledged or subjected to any lien, charge or other
encumbrance any of the assets of the Corporation; (v) sold, transferred or
contracted to sell or transfer any of the Corporation's assets (other than
assets that the Corporation is prohibited from owning under applicable law
subsequent to the Closing, or assets of the Corporation not directly used in
connection with the operation of the Center), except in the ordinary course of
business consistent with past practices; (vi) redeemed, purchased, sold or
issued any stock, bonds or other securities to persons other than the Seller;
(vii) declared or paid a distribution, payment or dividend of any kind on the
capital stock of the Corporation; or (viii) suffered any material adverse change
in the business of the Corporation or to the assets of the Corporation.

4.11 CONSENTS. Except as set forth on Exhibit F, there are no persons
whose consent is necessary for Seller to consummate the transactions
contemplated by this Agreement. Each party hereto agrees to cooperate with each
other party to obtain the consents, approvals and authorizations of third
parties and governmental authorities that any such party reasonably determines
to be necessary to consummate the transactions contemplated by this Agreement.

4.12 NO MANAGEMENT CONTRACT OR LEASE. Except for any lease agreement(s)
between Seller and Seller's landlord(s) (copies of which lease agreement(s) have
been provided to Purchaser by Seller), there will be no management contracts or
leases for the Center at the time of Closing.

4.13 ACCURACY OF INFORMATION. No representations, warranties or
covenants by Seller, nor any statement, list or certificate furnished or to be
furnished to Purchaser pursuant hereto, or in connection with the transactions
contemplated hereby, contains or will contain any untrue statement of fact or
omits or will omit to state a fact necessary to make the statements contained
therein not misleading in light of the circumstances under which they were made.

4.14 NOTICE AS TO CHANGES. Seller will promptly advise Purchaser in
writing of the occurrence of any events of which Seller becomes aware after the
date of this Agreement and prior to Closing relating to any of the matters which
are the subject of the covenants, representations and warranties contained
herein.

5
<PAGE> 6

SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.

Purchaser hereby represents, warrants and covenants to Seller as
follows, and acknowledges and confirms that the Seller is relying upon such
representations, warranties and covenants in connection with the execution,
delivery and performance of this Agreement, notwithstanding any investigation
made by Seller or on its behalf:

5.01 ORGANIZATION OF PURCHASER. Purchaser is a corporation organized
and in existence under the laws of the State of Georgia and has all requisite
corporate power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.

5.02 AUTHORIZATIONS AND BINDING EFFECT. This Agreement has been duly
and validly authorized, and when executed and delivered by Purchaser will
constitute the legal, valid and binding obligation of Purchaser, enforceable in
accordance with its terms. All other corporate proceedings required by the
Articles of Incorporation or the Bylaws of Purchaser or otherwise for the
execution and delivery of this Agreement, and for the consummation of the
transactions contemplated hereby, have been duly taken.

5.03 NO VIOLATION. The execution, delivery and performance by the
Purchaser of this Agreement or any agreements required hereby to be executed by
Purchaser, will not (i) constitute a violation of, conflict with or constitute a
default under any term or provision of the Purchaser's Articles of Incorporation
or Bylaws, each as amended, (ii) to the best of Purchaser's knowledge,
constitute a violation of any statute, ordinance, judgment, order, decree,
regulation or rule of any court, governmental authority or arbitrator or any
license, permit or franchise applicable or relating to the Center or (iii)
result in the creation of any lien upon the Purchaser's assets pursuant to the
provisions of any of the foregoing.

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<PAGE> 7

5.06 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The
warranties and representations of the Purchaser contained herein shall be true
and correct as of the Closing with the same force and effect as if given and
made on and as of the date and time of Closing, and such representations and
warranties shall survive the Closing and the consummation of the transactions
contemplated by this Agreement for the period of three (3) years.

5.07 NOTICE AS TO CHANGES. Purchaser shall promptly advise Seller in
writing of the occurrence of any events of which Purchaser becomes aware after
the date of this Agreement and prior to Closing relating to any of the matters
which are the subject of the covenants, representations and warranties contained
herein.

SECTION 6. CONVEYANCES.

At Closing, the Seller shall deliver to Purchaser certificates
evidencing the Stock, together with executed blank stock powers. Good and
marketable title to the Stock shall be conveyed from Seller to Purchaser free
and clear of all liens, claims, charges, encumbrances, restrictions, and
assessments (including, without limitation, any assessments payable in
installments, all of which installments have not been paid), pledges, agreements
and other rights of third parties.

SECTION 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER.

The obligations of Purchaser to perform this Agreement are subject to
the satisfaction of the following conditions, each of which may be waived in
writing by Purchaser:

7.01 ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF
OBLIGATIONS. At Closing, Seller shall certify to Purchaser that (i) the
representations and warranties of Seller herein contained are true and correct
as of the Closing Date with the same effect as though made on the Closing Date;
and (ii) Seller has performed all obligations and complied with all covenants
required by this Agreement to be performed or complied with by Seller prior to
the Closing Date.

7.02 DELIVERIES. Seller hereby agrees to, and shall, deliver or cause
to be delivered to the Purchaser at the Closing the following, each of which
shall be in form and substance satisfactory to the Purchaser:

(a) CERTIFICATES OF STOCK. The certificate(s) evidencing all
of the issued and outstanding Stock of the Corporation together with
executed blank stock powers;

(b) OTHER INSTRUMENTS. Such other instruments of transfer and
conveyance as may be necessary to vest in the Purchaser good and
marketable title to the Stock to be sold hereunder and as shall be
reasonably requested by Purchaser; and

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<PAGE> 8

(c) CERTIFICATES. Certificates or affidavits of Seller in form
and substance satisfactory to Purchaser regarding the accuracy of
Seller's representations, warranties and covenants contained herein.

7.03 NO INJUNCTION OR RESTRAINING ORDER. No injunction, restraining
order or other order of any federal or state court in the United States that
prevents the consummation of the transactions contemplated hereby shall be
pending or shall have been issued and remain in effect.

7.04 AUTHORIZATION OF AGREEMENT BY CORPORATION. All actions necessary
to authorize the execution, delivery and performance of this Agreement and all
documents contemplated herein and therein shall have been duly and validly taken
by the officers of the Corporation, and Seller and the Corporation shall have
full power and right to consummate the transactions contemplated hereby or
thereby on the terms provided herein or therein. Seller shall provide Purchaser
at Closing with certified resolutions of the Corporation's stockholders and
board of directors approving the execution of this Agreement and the
transactions contemplated hereby.

7.05 GOVERNMENTAL CONSENTS, APPROVALS AND AUTHORIZATIONS. All consents,
authorizations, orders or approvals of, and filings or registrations with, any
governmental commission, board or other regulatory body that are required for or
in connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby shall have been obtained or
made.

7.06 INSPECTION AND SURVEY. Purchaser and/or its agents (including
accountants, lawyers and investment bankers) shall have conducted, completed and
be satisfied with (i) a physical plant inspection of the Center and an
inspection of the property, and (ii) an inspection of the Corporation's
business, legal and financial books and records, including any leases for office
space, furniture or equipment. Seller shall make such items available to
Purchaser and/or its agents at reasonable times and in such a manner so as not
to unreasonably disrupt the Corporation's or the Center's normal business.

7.07 MATERIAL ADVERSE CHANGE. There shall have been no material adverse
change after the date of the most recent financials in the results of
operations, business, assets, properties, liabilities, financial position or
affairs of the Corporation, which in the good faith judgment of the Purchaser
has had, or will have a material adverse effect on the Corporation.

7.08 PUBLIC OFFERING OR FIRM UNDERWRITING. Purchaser shall have
completed a public offering for the sale of at least $25,000,000 of common stock
of Purchaser.

7.09 CASUALTY LOSSES. On or prior to the time of Closing, the Center
and the Corporation shall not have sustained any loss, whether or not insured,
by reason of physical damage to the Center caused by fire, flood, accident,
explosions or other calamity which would adversely affect the carrying on of its
business in the normal and regular course.

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<PAGE> 9

7.10 ACCOUNTING TREATMENT. Purchaser shall have received approval from
its auditors and an indication of no objection from the Securities and Exchange
Commission (the "SEC") as to Purchaser's and the Corporation's, along with other
surgical practices, "roll-up" accounting treatment, on terms acceptable to
Purchaser.

7.11 EMPLOYMENT AGREEMENTS. Seller and any Surgeon(s) who deliver
patient care at the Center on average more than ten (10) days per month shall
enter into five (5) year employment agreements, which employment agreements
shall contain a non-competition agreement with respect to Purchaser.

7.12 CORPORATION TRANSACTIONS. Seller shall file with the appropriate
Secretary of State an amendment to the Corporation's Articles of Incorporation
and shall take such other action as may be necessary to change the Corporation's
status and purpose to that of a general business corporation in accordance with
all applicable laws, rules and regulations. Seller shall form a new professional
entity ("New Entity") under which Seller shall conduct its surgical practice at
the Center. In addition, the New Entity shall (i) own any assets of the
Corporation which applicable law prohibits Purchaser from owning, (ii) enter
into a twenty (20) year service or consulting agreement with Purchaser, and
(iii) enter into five (5) year employment agreements (as described in Section
7.11) with Seller and all Surgeons who deliver patient care at the Center on
average more than ten (10) days per month, or who have an equity interest in New
Entity.

SECTION 8. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.

The obligations of Seller to perform this Agreement are subject to the
satisfaction of the following conditions, each of which may be waived by Seller:

8.01 ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF
OBLIGATIONS. At Closing, Purchaser shall certify to Seller that (i) the
representations and warranties of the Purchaser herein contained are true and
correct as of the Closing Date with the same effect as though made on the
Closing Date; and (ii) Purchaser has performed all obligations and complied with
all covenants required by this Agreement to be performed or complied with by it
prior to the Closing Date.

8.02 DELIVERY OF THE PURCHASE PRICE. Purchaser shall have delivered to
Seller the Purchase Price, as described in Section 2.01.

8.03 GOVERNMENTAL CONSENTS, APPROVALS AND AUTHORIZATIONS. All consents,
authorizations, orders or approvals of, and filings or registrations with, any
governmental commission, board or other regulatory body that are required for or
in connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby shall have been obtained or
made.

9
<PAGE> 10

8.05 INITIAL PUBLIC OFFERING. Purchaser shall have completed the IPO
for the sale of at least $25,000,000 of common stock of Purchaser.

SECTION 9. PRORATIONS AND ADJUSTMENTS.

(a) Personal property ad valorem taxes on assets retained by the
Corporation for the 12 month period succeeding the applicable
tax bill due date;

(b) Charges for electricity, gas, water and sewer and other
utilities to be based on projections from most recent invoices
or on recent meter readings; and

SECTION 10. FEDERAL SECURITIES LAW.

10.01 INVESTMENT REPRESENTATION. Seller acknowledges that the shares of
Purchaser Stock to be delivered to the Seller at the Closing pursuant to this
Agreement have not been and will not be registered under the Securities Act of
1933 ("1933 Act") and may not be sold, transferred, pledged or otherwise
disposed of in the absence of an effective registration statement covering the
shares under the 1933 Act and applicable state securities laws, or unless an
exemption from such registration is available and a legal opinion to that effect
is delivered to and accepted by the Purchaser. The Purchaser Stock to be
acquired by the Seller hereunder is being acquired solely for Seller's own
account, for investment purposes only and with no present intention of
distributing, selling or otherwise disposing of it in connection with a
distribution.

10.02 COMPLIANCE WITH LAW. Seller represents and warrants that none of
the shares of Purchaser Stock issued to Seller will be offered, sold, assigned,
pledged, hypothecated, transferred or otherwise disposed of, except after full
compliance with all of the applicable provisions of the 1933 Act and the rules
and regulations of the SEC and applicable state securities laws and regulations.
All certificates evidencing shares of Purchaser Stock issued hereunder shall
bear the following restrictive legend, as well as any legend required by the
securities or blue sky laws of the state where Seller resides:

10
<PAGE> 11

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF ANY JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AFTER RECEIPT
OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT AN EXEMPTION
FROM REGISTRATION IS AVAILABLE UNDER APPLICABLE SECURITIES LAWS.

10.03 INVESTMENT RISK. Seller represents and warrants that Seller is
able to bear the economic risk of an investment in Purchaser Stock acquired
pursuant to this Agreement and can afford to sustain a total loss of such
investment and has such knowledge and experience in financial and business
matters that Seller represents and warrants that Seller is capable of evaluating
the merits and risks of the proposed investment and therefore has the capacity
to protect Seller's interests in connection with the acquisition of Purchaser
Stock. Seller or his representatives have had an adequate opportunity to ask
questions and receive answers from Purchaser concerning any and all matters
relating to Purchaser and the transactions described herein.

10.04 ACCREDITED INVESTOR STATUS. Seller represents and warrants that
Seller is an "accredited investor" as defined in Rule 501(a) promulgated under
the 1933 Act.

10.05 PIGGYBACK REGISTRATION RIGHTS. Purchaser has no obligation to
register the shares of Purchaser Stock that Seller will receive hereunder;
provided, however, in the event Purchaser, at any time within 24 months after
the Closing Date, contemplates and undertakes a public offering of its shares of
common stock and the filing of a registration statement with the SEC in
connection therewith, Purchaser shall notify the Seller in writing of the
proposed offering and of any material terms and conditions of the offering known
to Purchaser. Purchaser shall use all reasonable efforts to have included in
such registration statement all or any portion of the shares distributed to
Seller hereunder, subject, however, to such terms, conditions and limitations
(including, without limitation, to the number of shares that Seller may offer to
sell in such registration statement) as any underwriter retained by Purchaser in
connection with such offering may require, and provided that the public offering
and sale of such shares is not restricted by any legend or other condition
imposed by any state securities commissioner. Seller shall take all such action
and execute all such documents including, but not limited to, the execution and
delivery of an underwriting agreement in form and substance in all material
respects the same as the underwriting agreement to be signed by Purchaser, as
may be requested by Purchaser. The cost of such public offering shall be borne
by Purchaser, except that Seller shall pay its proportionate share of
underwriters' commissions and discounts and the costs and fees of any attorneys,
accountants and other persons retained by Seller in connection with the
offering. The provisions of this Section 10.05 shall not apply to registration
statements filed in connection with employee stock purchase and option programs
by Purchaser or in connection with actual or proposed acquisitions by Purchaser.
Seller shall notify Purchaser of its election to exercise its rights herein
specified in writing within thirty (30) days after such written notice to the
Seller by Purchaser.

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<PAGE> 12

SECTION 11. TERMINATION.

11.01 RIGHT OF TERMINATION. This Agreement and the transactions
contemplated by this Agreement may be terminated at any time prior to the
Closing Date:

(a) By the mutual consent of the Purchaser and the Seller,

(b) By the Purchaser in the event that the conditions set forth
in Sections 4 and 7 of this Agreement shall not have been satisfied or
waived in writing on or before the Closing.

(c) By the Seller in the event that the conditions set forth in
Sections 5 and 8 of this Agreement shall not have been satisfied or
waived in writing on or before the Closing.

(d) By either party upon written notice after June 30, 1999.

11.02 NOTICE OF TERMINATION. Notice of termination of this Agreement
shall be given by the party so terminating to the other parties hereto in
accordance with the provisions of Section 13 of this Agreement.

11.03 EFFECT OF TERMINATION. In the event that this Agreement is
terminated pursuant to this Section 11, this Agreement shall be void and have no
further force and effect, without any liability on the part of any of the
parties hereto (or their respective members, stockholders, directors or
officers, if any).

SECTION 12. DESCRIPTIVE HEADINGS.

The descriptive headings of this Agreement are for convenience only and
shall not control or affect the meaning or construction of any provision of this
Agreement.

SECTION 13. NOTICES.

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<PAGE> 13

IF TO PURCHASER:

Better Image, Inc.
Two Midtown Plaza
Suite 1220
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attn: Jonathan E. Wilfong
Telecopier: (404) 898-1247
Telephone: (404) 898-1240

WITH A COPY TO:

King & Spalding
191 Peachtree Street
46th Floor
Atlanta, Georgia 30303-1763
Attn: Paul A. Quiros, Esq.
Telecopier: (404) 572-5146
Telephone: (404) 572-4604

IF TO SELLER:

---------------------------

---------------------------
Attn:
----------------------
Telecopier:
---------------
Telephone:
----------------

SECTION 14. COUNTERPARTS.

This Agreement may be executed in counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or
more counterparts has been signed by each of the parties and delivered to the
other parties.

SECTION 15. GOVERNING LAW.

This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia without regard for its
principles of conflicts of laws.

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<PAGE> 14

SECTION 16. ASSIGNABILITY.

This Agreement shall not be assignable by the Seller without the prior
written consent of the Purchaser and shall be assignable by Purchaser to any
person, firm or corporation that controls or is under common control with
Purchaser.

SECTION 17. WAIVERS AND AMENDMENTS.

SECTION 18. THIRD PARTY RIGHTS.

Notwithstanding any other provision of this Agreement, this Agreement
shall not create any rights or benefits on behalf of any employee of Seller or
the Corporation, third party or other person, and this Agreement shall be
effective only as between the parties hereto, their successors and permitted
assigns.

SECTION 19. ENTIRE AGREEMENT.

SECTION 20. SEVERABILITY.

SECTION 21. EXHIBITS.

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<PAGE> 15

The parties shall have until Closing to agree upon all information to
be filed as a part of the Exhibits to this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.

SELLER:

By:
-----------------------------------------
, M. D.
---------------------

PURCHASER:

BETTER IMAGE, INC.

By:
-----------------------------------------
Jonathan E. Wilfong, Chairman

<PAGE> 1
EXHIBIT 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of June 15,
1998, is entered by and between Better Image, Inc., a Georgia corporation (the
"Company"), and Dennis E.
Condon ("Executive").

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00), the
mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the adequacy, receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the Company and
the Executive hereby agree as follows:

SECTION 1. EMPLOYMENT. The Company hereby agrees to employ Executive,
and Executive hereby accepts employment by the Company, upon the terms and
subject to the conditions hereinafter set forth.

SECTION 2. DUTIES. Executive shall serve as the President and Chief
Executive Officer of the Company. Executive will perform the duties attendant to
his executive positions with the Company under the direction of the Board of
Directors of the Company. The Company shall use its reasonable best efforts to
cause Executive to be elected to serve as a member of the Board of Directors of
the Company effective immediately prior to an underwritten initial public
offering (the "IPO") of the Company's common stock. Executive agrees to devote
his reasonable best efforts to the performance of his duties to the Company.
Executive may maintain an office in Santa Barbara, California, and the Company's
principal offices shall be moved to the Santa Barbara area after the
Commencement Date (as hereinafter defined).

SECTION 3. TERM. The term of this Agreement shall be for five (5)
years, commencing on June 15, 1998 (the "Commencement Date"), and shall be
automatically renewed for successive one year terms unless either party gives to
the other written notice of termination pursuant to the provisions of Section 6
hereof, no fewer than ninety (90) days prior to the expiration of any such term
that it does not wish to extend this Agreement.

SECTION 4. COMPENSATION AND BENEFITS. In consideration for the services
of the Executive hereunder, the Company will compensate Executive as follows:

(a) Base Salary. Commencing on July 1, 1998, Executive shall be
entitled to receive a base salary of $200,000 per annum.

(b) Bonus. Executive shall be eligible to receive an annual cash bonus
in an amount equal to 30% of his base salary in the event that certain annual
financial performance targets established by the Board of Directors are
achieved.

<PAGE> 2

(c) Benefits. The Company shall grant to Executive on the Commencement
Date an option to purchase 60,000 shares of the Company's Common Stock at $5.00
per share, which option shall vest with respect to 100% of the shares on the
Commencement Date. The term of this option shall be five years from the
Commencement Date. Additionally, the Company shall grant to Executive
immediately prior to the IPO an option to purchase 300,000 shares of the
Company's Common Stock at an exercise price equal to the price to the public of
the Company's Common Stock in the IPO thereof, which grant shall vest with
respect to 20% of the shares on the effective date of the IPO and 20% on each of
the first through fourth anniversaries of the IPO. The term of this option shall
be five years from the anniversary of the IPO. Both option grants shall be
subject to the terms of Section 7 hereof. In addition, during the term of this
Agreement, Executive shall be entitled to participate in and receive benefits
under any and all executive benefit plans and programs which are from time to
time generally made available to the executives of the Company, subject to
approval and grant by the appropriate Company committee with respect to programs
calling for such approvals or grants.

SECTION 5. EXPENSES. It is acknowledged that Executive, in connection
with the services to be performed by him pursuant to the terms of this
Agreement, will be required to make payments for travel, entertainment of
business associates and similar expenses. The Company will reimburse Executive
for all reasonable expenses of types authorized by the Company and incurred by
Executive in the performance of his duties hereunder. Executive will comply with
such budget limitations and approval and reporting requirements with respect to
expenses as the Company may establish from time to time.

SECTION 6. TERMINATION. Executive's employment hereunder will commence
on the Commencement Date and continue until the end of the term specified in
Section 3 hereof and any renewals of such term, except that the employment of
Executive hereunder will terminate earlier in the following manner:

(a) Death or Disability. Immediately upon the death of Executive during
the term of his employment hereunder or, at the option of the Company, in the
event of Executive's disability, upon 30 days prior written notice to Executive.
Executive will be deemed disabled if, as a result of Executive's incapacity due
to physical or mental illness, Executive shall have been unable to perform his
duties with the Company on a full-time basis for 120 consecutive business days.
Executive will be eligible for short and/or long-term disability benefits made
available to Company executives. Additionally, Executive will be entitled to
severance pay as defined herein, less any short and/or long term disability
benefits made available to the Executive.

(b) For Cause. For "Cause" immediately upon written notice by the
Company to Executive. For purposes of this Agreement, a termination will be for
Cause if (i) Executive willfully and continuously fails to perform his duties
with the Company (other than any such failure resulting from incapacity due to
physical or mental illness), (ii) Executive willfully engages in misconduct
materially and demonstrably injurious to the Company for personal profit and
upon receipt of written

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<PAGE> 3

notice of termination for such misconduct is unable to cure the misconduct
within a reasonable period of time, or (iii) Executive has been convicted of a
felony or a crime involving theft or fraud.

(c) Failure of Financing. Automatically in the event that the IPO is
not consummated or other sources of adequate working capital are not secured on
or prior to June 30, 1999.

(d) Without "Cause." Without "Cause" by the Company upon 30 days prior
written notice to Executive.

(e) Constructive Termination. At Executive's option, upon written
notice by Executive to the Company within 120 days following a Constructive
Termination. As used herein, the term "Constructive Termination" means (i) a
change in Executive's title without Executive's consent, (ii) a material
reduction in Executive's duties and responsibilities without Executive's
consent, (iii) a material reduction in Executive's base compensation or maximum
eligible bonus from the immediately preceding year without Executive's consent
or (iv) the relocation of the Executive's office outside a 50 mile radius of
Santa Barbara, California without Executive's consent.

(f) Voluntary Termination. At Executive's option, upon 30 days prior
written notice by Executive to the Company. Upon Voluntary Termination,
Executive forfeits the right to (i) the vesting of any options to purchase the
Company's Common Stock that have not yet vested as defined in Section 4(c)
herein, (ii) eligibility to receive the annual cash bonus for the year of
termination as defined in Section 4(b) herein and (iii) any severance pay of the
Company as defined in Section 6 herein. If Executive has any vested but
unexercised options upon voluntary termination, such options shall remain
exercisable for the greater of 90 days or the time period specified in any
applicable option plan or option agreement.

Executive will not be entitled to any severance pay or other
compensation upon termination of his employment pursuant to Subsections 6(b),
(c), (f), or upon the death of the Executive, except for any portion of his base
salary accrued but unpaid from the last monthly payment date to the date of
termination and expense reimbursements under Section 5 hereof for expenses
incurred in the performance of his duties hereunder prior to termination. In the
event Executive's employment with the company is terminated as a result of
Executive's disability, Executive will be entitled to severance pay as defined
herein, less any short and/or long term disability benefits made available to
the Executive. In the event Executive's employment with the Company (i) is
terminated by the Company without Cause or (ii) is terminated by Executive
within 120 days following a Constructive Termination, or (iii) upon the
occurrence of a Change in Control (as hereafter defined) followed within ninety
(90) days by the termination of Executive's employment by Executive, the Company
will pay Executive on the date of termination (aa) severance pay in the amount
of Executive's monthly base salary at the rate in effect immediately preceding
the termination of Executive's employment multiplied by 24 months (the
"Separation Payment"), which Separation Payment will be paid by the Company in a
lump sum on the date of termination, (bb) the portion of his base salary accrued
but unpaid from the last monthly payment date to the date of termination, (cc)
expense reimbursements under Section 5 hereof for expenses incurred in the
performance of his duties

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<PAGE> 4

hereunder prior to termination, (dd) a pro-rata portion of the annual maximum
bonus for the year in which the termination occurs, and (ee) an amount equal to
two times the amount of the bonus actually earned by Executive the prior
calendar year, provided if the termination occurs during the first year of
employment, Executive will receive an amount equal to two times the pro-rata
portion of the annual maximum bonus for the first year.

Change In Control. A Change In Control will be deemed to have occurred
for purposes hereof (i) when a change of stock ownership of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and any successor Item of a similar nature has occurred;
or (ii) upon the acquisition of beneficial ownership, directly or indirectly, by
any person (as such term is used in Section 14(d)(2) of the Exchange Act) of
securities of the Company representing 50% or more of the combined voting power
of the Company's then outstanding securities; or (iii) a change during any
period of two consecutive years of a majority of the members of the Board of
Directors of the Company for any reason, unless the election, or the nomination
for election by the Company's shareholders, of each director was approved by a
vote of a majority of the directors then still in office who were directors at
the beginning of the period; or (iv) upon approval by the Company's shareholders
of a complete liquidation of the Company; or (v) upon an agreement for the sale
or disposition of Company or all or substantially all of its assets; or (vi)
upon approval by the Company's shareholders of a merger or consolidation of the
Company with any other corporation, except a merger or consolidation which would
result in the voting Common Stock of the Company outstanding immediately prior
thereto continuing to represent at least 51% of the combined voting power of the
surviving entity or a merger or consolidation effected to implement a
recapitalization of the Company in which no shareholder acquires more than 50%
of the voting power of the Company; provided that a Change In Control will not
be deemed to have occurred for purposes hereof with respect to any person
meeting the requirements of clauses (i) and (ii) of Rule 13d-1(b)(1) promulgated
under the Securities Exchange Act of 1934, as amended.

SECTION 7. EFFECT OF TERMINATION ON OPTIONS/COMMON STOCK. Any options
to purchase the Company's Common Stock held by the Executive that have not yet
vested will automatically expire if the Executive's employment with the Company
is terminated for Cause as defined in Section 6(b) or if the Executive
voluntarily leaves the employment of the Company in breach of this Agreement. If
Executive's employment with the Company ends for any reason other than
termination for Cause or voluntary departure in breach of this Agreement, such
Executive's options will remain exercisable and will vest and expire in
accordance with the terms of the applicable option agreements. If the Executive
dies while employed by the Company his vested options shall become fully
exercisable on the date of his death and shall expire twelve months thereafter.
If Executive has any vested but unexercised options upon any termination of
employment, such options shall remain exercisable for the greater of 90 days or
the time period specified in any applicable option plan or option agreement.

SECTION 8. CONFIDENTIAL INFORMATION. Executive recognizes and
acknowledges that certain assets of Employer and its affiliates, including
without limitation

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<PAGE> 5

information regarding customers, pricing policies, methods of operation,
proprietary computer programs, sales, products, profits, costs, markets, key
personnel, formulae, product applications, technical processes, and trade
secrets as defined in California Civil Code Section 3426 (hereinafter called
"Confidential Information") are valuable, special and unique assets of Employer
and its affiliates. Executive will not, during or after his term of employment,
disclose any of the Confidential Information to any person, firm, corporation,
association, or any other entity for any reason or purpose whatsoever, directly
or indirectly, except as may be required pursuant to his employment hereunder,
unless and until such Confidential Information becomes publicly available other
than as a consequence of the breach by Executive of his confidentiality
obligations hereunder. In the event of the termination of his employment,
whether voluntary or involuntary and whether by the Company or Executive,
Executive will deliver to the Company all documents and data pertaining to the
Confidential Information and will not take with him any documents or data of any
kind or any reproductions (in whole or in part) of any items relating to the
Confidential Information.

SECTION 9. NONCOMPETITION; NONSOLICITATION. Until two years after
termination of Executive's employment hereunder, Executive will not (i) engage
directly or indirectly, alone or as a shareholder, partner, officer, director,
Executive or consultant of any other business organization, in any business
activities which (A) relate to the acquisition, consolidation or management of
surgical or physician practices (the "Designated Industry") and (B) were either
conducted by the Company prior to Executive's termination or proposed to be
conducted by the Company at the time of such termination, (ii) divert to any
competitor of the Company in the Designated Industry any customer of the
Company, or (iii) solicit or encourage any officer, executive, employee or
consultant of the Company to leave his employ for employment by or with any
competitor of the Company in the Designated Industry. The parties acknowledge
that Executive's noncompetition and nonsolicitation obligations hereunder will
not preclude Executive from owning less than 5% of the common stock of any
publicly traded corporation conducting business activities in the Designated
Industry. Executive will continue to be bound by the provisions of this Section
9 until their expiration and will not be entitled to any additional compensation
from the Company with respect thereto. If Executive's termination is a result of
a Change of Control as defined in Section 6 herein, the provisions of this
Section 9 will expire immediately upon such termination. The provisions of
Section 9 shall remain in effect only during such time as the Executive is
entitled to receive severance pay from the Company, as defined in Section 6
herein, and only during such time as the Executive actually receives such
severance pay from the Company. If at any time the provisions of this Section 9
are determined to be invalid or unenforceable, by reason of being vague or
unreasonable as to area, duration or scope of activity, this Section 9 will be
considered divisible and will become and be immediately amended to only such
area, duration and scope of activity as will be determined to be reasonable and
enforceable by the court or other body having jurisdiction over the matter; and
Executive agrees that this Section 9 as so amended will be valid and binding as
though any invalid or unenforceable provision had not been included herein.

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<PAGE> 6

SECTION 10. GENERAL.

(a) Notices. All notices and other communications hereunder shall be in
writing, and will be deemed to have been duly given (i) upon receipt if
delivered personally, (ii) three days after mailing, if mailed by certified
mail, return receipt requested, (iii) on the next business day if sent by
overnight delivery service, or (iv) upon confirmation of transmission if by
telecopier, to the relevant address set forth below, or to such other address as
the recipient of such notice or communication will have specified to the other
party hereto in accordance with this Section 10(a):

IF TO EMPLOYER, TO:

Better Image, Inc.
Two Midtown Plaza
Suite 1220
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attn: Jonathan E. Wilfong
Telecopier: (404) 898-1247
Telephone: (404) 898-1240

IF TO EXECUTIVE, TO:

Dennis E. Condon
811 Alston Road
Santa Barbara, California 93108
Telecopier: (805) 969-9707
Telephone: (805) 969-5306

(b) Withholding. All payments required to be made by Employer under
this Agreement to Executive will be subject to the withholding of such amounts,
if any, relating to federal, state and local taxes as may be required by law.

(c) Equitable Remedies. Each of the parties hereto acknowledges and
agrees that upon any breach by Executive of his obligations under any of
Sections 8, and 9 hereof, the Company will have no adequate remedy at law, and
accordingly will be entitled to specific performance and other appropriate
injunctive and equitable relief.

(d) Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable, such provision will be fully severable and
this Agreement will be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining
provisions hereof will remain in full force and effect and will not be affected
by the illegal, invalid or unenforceable provision or by its severance herefrom.
Furthermore, in lieu of such illegal, invalid or unenforceable provision, there
will be added automatically as part of this

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<PAGE> 7

Agreement a provision as similar in its terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.

(e) Waivers. No delay or omission by either party hereto in exercising
any right, power or privilege hereunder will impair such right, power or
privilege, nor will any single or partial exercise of any such right, power or
privilege preclude any further exercise thereof or the exercise of any other
right, power or privilege.

(f) Counterparts. This Agreement may be executed in multiple
counterparts, each of which will be deemed an original, and all of which
together will constitute one and the same instrument.

(g) Captions. The captions in this Agreement are for convenience of
reference only and will not limit or otherwise affect any of the terms or
provisions hereof.

(h) Reference to Agreement. Use of the words "herein," "hereof,"
"hereto" and the like in this Agreement refer to this Agreement only as a whole
and not to any particular subsection or provision of this Agreement, unless
otherwise noted.

(i) Binding Agreement. This Agreement will be binding upon and inure to
the benefit of the parties and will be enforceable by the personal
representatives and heirs of Executive and the successors of Employer. If
Executive dies while any amounts would still be payable to him hereunder, such
amounts will be paid to Executive's estate. This Agreement is not otherwise
assignable by Executive.

(j) Entire Agreement. This Agreement contains the entire understanding
of the parties, supersedes all prior agreements and understandings relating to
the subject matter hereof and may not be amended except by a written instrument
hereafter signed by each of the parties hereto.

(k) Governing Law. This Agreement and the performance hereof will be
construed and governed in accordance with the laws of the State of California,
without regard to its choice of law principles. In the event that any action is
instituted to enforce or interpret this Agreement, or arising out of this
Agreement, such action shall be brought and maintained solely and exclusively in
the appropriate state court of the State of California and in the County of
Santa Barbara. Each of the parties hereby consents to the jurisdiction of such
court and agrees not to assert any objection to such jurisdiction. In the event
of any such action, the party prevailing in such action shall be entitled to
recover its reasonable attorney's fees and costs.

7
<PAGE> 8

This Agreement was executed as of the date first above written.

BETTER IMAGE, INC.:

By:
-----------------------------------------
Jonathan E. Wilfong
Chairman and Chief Executive Officer

EXECUTIVE:

By:
-----------------------------------------
Dennis E. Condon

<PAGE> 1
EXHIBIT 10.3

AMENDMENT TO
EMPLOYMENT AGREEMENT

THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT is made and entered into
effective the 25th day of February, 1999, by and between Better Image, Inc., a
Georgia corporation (the "Company"), and David Challoner (the "Executive").

WHEREAS, the Company and the Executive entered into a written
Employment Agreement (the "Employment Agreement") dated the 1st day of November,
1998; and

WHEREAS, pursuant to Paragraph 6(iv) of the Employment Agreement, the
relocation of the Executive's office outside a 50 mile radius of Atlanta,
Georgia without the Executive's consent is considered to be a Constructive
Termination, subject to the restrictions set forth therein; and

WHEREAS, the parties hereto desire that the Employment Agreement be
amended to substitute Santa Barbara, California for Atlanta, Georgia;

THEREFORE, IN CONSIDERATION of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and accepted, the Company and the
Executive agree as follows:

1. Substitution. Paragraph 6(iv) is hereby amended to substitute Santa
Barbara, California for Atlanta, Georgia.

2. Remaining Terms and Conditions. Except as hereinabove set forth, the
terms and conditions of the Employment Agreement shall remain in full force and
effect without change or modification.

IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the day and year first above written.

BETTER IMAGE, INC.

By:
-----------------------------------

Title:
--------------------------------

EMPLOYEE:

--------------------------------------
David Challoner

<PAGE> 1
EXHIBIT 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of July 22,
1998, is entered by and between Better Image, Inc., a Georgia corporation (the
"Company"), and Patricia Altavilla ("Executive").

SECTION 1. EMPLOYMENT. The Company hereby agrees to employ Executive,
and Executive hereby accepts employment by the Company, upon the terms and
subject to the conditions hereinafter set forth.

SECTION 2. DUTIES. Executive shall serve as the Vice President of
Marketing of the Company. Executive will perform the duties attendant to her
executive position with the Company under the direction of the Board of
Directors of the Company. Executive agrees to devote her reasonable best efforts
to the performance of her duties to the Company.

SECTION 3. TERM. The term of this Agreement shall be for five (5)
years, commencing on August 1, 1998 (the "Commencement Date"), and shall be
automatically renewed for successive one year terms unless either party gives to
the other written notice of termination pursuant to the provisions of Section 6
hereof, no fewer than ninety (90) days prior to the expiration of any such term
that it does not wish to extend this Agreement.

SECTION 4. COMPENSATION AND BENEFITS. In consideration for the services
of the Executive hereunder, the Company will compensate Executive as follows:

(a) Base Salary. Commencing on August 1, 1998, Executive shall be
entitled to receive a base salary of $120,000 per annum.

(b) Bonus. Executive shall be eligible to receive an annual cash bonus
in an amount equal to 30% of her base salary in the event that certain annual
financial performance targets established by the Board of Directors are
achieved.

(c) Benefits. The Company shall grant to Executive on the Commencement
Date an option to purchase 30,000 shares of the Company's Common Stock at $5.00
per share, which option shall vest with respect to 100% of the shares on the
Commencement Date. The term of this option

<PAGE> 2

shall be five years from the Commencement Date. Additionally, the Company shall
grant to Executive, immediately prior to the underwritten initial public
offering (the "IPO") of the Company's common stock (the "IPO"), an option to
purchase 150,000 shares of the Company's Common Stock at an exercise price equal
to the price to the public of the Company's Common Stock in the IPO thereof,
which grant shall vest with respect to 20% of the shares on the effective date
of the IPO and 20% on each of the first through fourth anniversaries of the IPO.
The term of this option shall be five years from the anniversary of the IPO.
Both option grants shall be subject to the terms of Section 7 hereof. In
addition, during the term of this Agreement, Executive shall be entitled to
participate in and receive benefits under any and all executive benefit plans
and programs which are from time to time generally made available to the
executives of the Company, subject to approval and grant by the appropriate
Company committee with respect to programs calling for such approvals or grants.
Executive shall be entitled to receive a health insurance allowance of $300 per
month until such time as the Company has a health insurance plan in place
covering Executive.

SECTION 5. EXPENSES. It is acknowledged that Executive, in connection
with the services to be performed by her pursuant to the terms of this
Agreement, will be required to make payments for travel, entertainment of
business associates and similar expenses. The Company will reimburse Executive
for all reasonable expenses of types authorized by the Company and incurred by
Executive in the performance of her duties hereunder. Executive will comply with
such budget limitations and approval and reporting requirements with respect to
expenses as the Company may establish from time to time.

(a) Death or Disability. Immediately upon the death of Executive during
the term of her employment hereunder or, at the option of the Company, in the
event of Executive's disability, upon 30 days prior written notice to Executive.
Executive will be deemed disabled if, as a result of Executive's incapacity due
to physical or mental illness, Executive shall have been unable to perform her
duties with the Company on a full-time basis for 120 consecutive business days.
Executive will be eligible for short and/or long-term disability benefits made
available to Company executives. Additionally, Executive will be entitled to
severance pay as defined herein, less any short and/or long term disability
benefits made available to the Executive.

(b) For Cause. For "Cause" immediately upon written notice by the
Company to Executive. For purposes of this Agreement, a termination will be for
Cause if (i) Executive willfully and continuously fails to perform her duties
with the Company (other than any such failure resulting from incapacity due to
physical or mental illness), (ii) Executive willfully engages in misconduct
materially and demonstrably injurious to the Company for personal profit and
upon receipt of written notice of termination for such misconduct is unable to
cure the misconduct within a reasonable period of time, or (iii) Executive has
been convicted of a felony or a crime involving theft or fraud.

2
<PAGE> 3

(c) Failure of Financing. Automatically in the event that the IPO is
not consummated or other sources of adequate working capital are not secured on
or prior to June 30, 1999.

(d) Without "Cause." Without "Cause" by the Company upon 30 days prior
written notice to Executive.

Executive will not be entitled to any severance pay or other
compensation upon termination of her employment pursuant to Subsections 6(b),
(c), (f), or upon the death of the Executive, except for any portion of her base
salary accrued but unpaid from the last monthly payment date to the date of
termination and expense reimbursements under Section 5 hereof for expenses
incurred in the performance of her duties hereunder prior to termination. In the
event Executive's employment with the company is terminated as a result of
Executive's disability, Executive will be entitled to severance pay as defined
herein, less any short and/or long term disability benefits made available to
the Executive. In the event Executive's employment with the Company (i) is
terminated by the Company without Cause or (ii) is terminated by Executive
within 120 days following a Constructive Termination, or (iii) upon the
occurrence of a Change in Control (as hereafter defined) followed within ninety
(90) days by the termination of Executive's employment by Executive, the Company
will pay Executive on the date of termination (aa) severance pay in the amount
of Executive's monthly base salary at the rate in effect immediately preceding
the termination of Executive's employment multiplied by 24 months (the
"Separation Payment"), which Separation Payment will be paid by the Company in a
lump sum on the date of termination, (bb) the portion of her base salary accrued
but unpaid from the last monthly payment date to the date of termination, (cc)
expense reimbursements under Section 5 hereof for expenses incurred in the
performance of her duties hereunder prior to termination, (dd) a pro-rata
portion of the annual maximum bonus for the year in which the termination
occurs, and (ee) an amount equal to two times the amount of the bonus actually
earned by Executive the prior calendar year, provided if the termination occurs
during the

3
<PAGE> 4

first year of employment, Executive will receive an amount equal to two times
the pro-rata portion of the annual maximum bonus for the first year.

SECTION 7. EFFECT OF TERMINATION ON OPTIONS/COMMON STOCK. Any options
to purchase the Company's Common Stock held by the Executive that have not yet
vested will automatically expire if the Executive's employment with the Company
is terminated for Cause as defined in Section 6(b) or if the Executive
voluntarily leaves the employment of the Company in breach of this Agreement. If
Executive's employment with the Company ends for any reason other than
termination for Cause or voluntary departure in breach of this Agreement, such
Executive's options will remain exercisable and will vest and expire in
accordance with the terms of the applicable option agreements. If the Executive
dies while employed by the Company her vested options shall become fully
exercisable on the date of her death and shall expire twelve months thereafter.
If Executive has any vested but unexercised options upon any termination of
employment, such options shall remain exercisable for the greater of 90 days or
the time period specified in any applicable option plan or option agreement.

SECTION 8. CONFIDENTIAL INFORMATION. Executive recognizes and
acknowledges that certain assets of Employer and its affiliates, including
without limitation information regarding customers, pricing policies, methods of
operation, proprietary computer programs, sales, products, profits, costs,
markets, key personnel, formulae, product applications, technical processes, and
trade secrets as defined in California Civil Code Section 3426 (hereinafter

4
<PAGE> 5

called "Confidential Information") are valuable, special and unique assets of
Employer and its affiliates. Executive will not, during or after her term of
employment, disclose any of the Confidential Information to any person, firm,
corporation, association, or any other entity for any reason or purpose
whatsoever, directly or indirectly, except as may be required pursuant to her
employment hereunder, unless and until such Confidential Information becomes
publicly available other than as a consequence of the breach by Executive of her
confidentiality obligations hereunder. In the event of the termination of her
employment, whether voluntary or involuntary and whether by the Company or
Executive, Executive will deliver to the Company all documents and data
pertaining to the Confidential Information and will not take with her any
documents or data of any kind or any reproductions (in whole or in part) of any
items relating to the Confidential Information.

SECTION 10. GENERAL.

5
<PAGE> 6

address set forth below, or to such other address as the recipient of such
notice or communication will have specified to the other party hereto in
accordance with this Section 10(a):

IF TO EMPLOYER, TO:

Better Image, Inc.
Two Midtown Plaza
Suite 1220
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attn: Jonathan E. Wilfong
Telecopier: (404) 898-1247
Telephone: (404) 898-1240

IF TO EXECUTIVE, TO:

Patricia Altavilla
___________________________
___________________________
___________________________
Telecopier:
_______________

Telephone:
_______________

(c) Equitable Remedies. Each of the parties hereto acknowledges and
agrees that upon any breach by Executive of her obligations under any of
Sections 8, and 9 hereof, the Company will have no adequate remedy at law, and
accordingly will be entitled to specific performance and other appropriate
injunctive and equitable relief.

(e) Waivers. No delay or omission by either party hereto in exercising
any right, power or privilege hereunder will impair such right, power or
privilege, nor will any single or partial

6
<PAGE> 7

exercise of any such right, power or privilege preclude any further exercise
thereof or the exercise of any other right, power or privilege.

(f) Counterparts. This Agreement may be executed in multiple
counterparts, each of which will be deemed an original, and all of which
together will constitute one and the same instrument.

(g) Captions. The captions in this Agreement are for convenience of
reference only and will not limit or otherwise affect any of the terms or
provisions hereof.

(i) Binding Agreement. This Agreement will be binding upon and inure to
the benefit of the parties and will be enforceable by the personal
representatives and heirs of Executive and the successors of Employer. If
Executive dies while any amounts would still be payable to her hereunder, such
amounts will be paid to Executive's estate. This Agreement is not otherwise
assignable by Executive.

7
<PAGE> 8

This Agreement was executed as of the date first above written.

BETTER IMAGE, INC.:

By:
-----------------------------------------
Jonathan E. Wilfong, Chairman

By:
-----------------------------------------
Dennis E. Condon, Chief Executive Officer

EXECUTIVE:

By:
-----------------------------------------
Patricia Altavilla

<PAGE> 1
EXHIBIT 10.5

AMENDMENT TO
EMPLOYMENT AGREEMENT

THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT is made and entered into
effective the 1st day of March, 1999, by and between Better Image, Inc.
(the "Company"), and Patricia Altavilla ("Executive").

WHEREAS, the Company and the Executive entered into a written
Employment Agreement (the "Employment Agreement") dated the 22nd day of July,
1998; and

WHEREAS, pursuant to Section 4 of the Employment Agreement, the Company
provided for a base salary at an annual rate of $120,000, subject to the
restrictions set forth therein; and

WHEREAS, the parties hereto desire that the Employment Agreement be
amended to substitute a base salary of $150,000 per annum, effective as of
November 1, 1998;

1. Substitution. Paragraph 4 is hereby amended to substitute a base
salary of $150,000 per annum for the base salary of $120,000 per annum,
effective as of November 1, 1998.

2. Remaining Terms and Conditions. Except as hereinabove set forth, the
terms and conditions of the Employment Agreement shall remain in full force and
effect without change or modification.

IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the day and year first above written.

BETTER IMAGE, INC.

By:
---------------------------------
Title:
------------------------------

Executive:

------------------------------------
Patricia Altavilla

<PAGE> 1
EXHIBIT 10.7

FORM OF SERVICE AGREEMENT

THIS SERVICE AGREEMENT (this "Agreement"), dated as of _______________
__________________, 199_, by and between The Plastic Surgery Company, a Georgia
corporation, formerly known as Better Image, Inc., and its successors and
assigns ("BII"), and _____________________, a ___________________ (the
"Practice").

RECITALS:

WHEREAS, the Practice owns and operates a cosmetic and reconstructive
surgery practice with offices located in the facilities (identified in Exhibit
A, as amended from time to time collectively, the "Center"), and furnishes
specialized medical care to the general public through the services of the
surgeon or surgeons affiliated with the Practice at the Center (the "Surgeons");
and

WHEREAS, BII is a company which has been formed to own certain assets
of, provide personnel and business development services to, and manage the
business affairs of cosmetic and reconstructive surgery practices;

WHEREAS, the Practice and BII mutually desire to enter into a business
relationship under the terms of this Agreement.

NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:

I. RESPONSIBILITIES AND OBLIGATIONS OF BII

1.1. General. BII shall provide the Practice with practice management,
financial and marketing services, and such equipment, and support personnel as
reasonably required by the Practice to operate the Center, as determined by the
Surgeon and BII. The Practice hereby agrees that BII shall have all power and
authority reasonably necessary to manage the business affairs of the Practice at
the Center and carry out BII's duties hereunder, as determined by the Practice
and subject to the requirements of the applicable federal and state laws and
regulations relating to the practice of medicine. Notwithstanding anything
contained herein to the contrary, the Practice (or the Surgeon as appropriate)
shall retain full control over all aspects of and decisions directly affecting
the course of treatment of any patients of the Practice.

1.2. Equipment. BII shall provide or arrange for on behalf of the
Practice the furnishings and equipment reasonably required for the operation of
the Center, and shall provide for the maintenance and upkeep of the foregoing as
a Center Expense (as hereinafter defined); provided, however, that the Practice
shall maintain complete control over and shall make all decisions directly
affecting the care, custody and control over all medical equipment. In addition,
BII shall evaluate and consult with the Practice on the needs and adequacy of
equipment and

<PAGE> 2

furnishings at the Center. Unless the Practice chooses to directly purchase
furnishings, equipment and related assets in the future, BII shall purchase such
assets and lease such assets to the Practice under a capital leasing arrangement
with such terms as mutually agreed to by the Practice and BII. If the Practice
chooses to purchase such assets, then it shall depreciate such assets in
accordance with generally accepted accounting principles ("GAAP").

1.3. Facilities. Upon request of the Practice, and if permitted by
applicable state laws and regulations, BII may, in its sole discretion, provide
or arrange for, on behalf of the Practice, the offices and facilities reasonably
required by the Practice to provide its medical services. All office space and
facilities provided by BII to the Practice hereunder shall be leased to the
Practice by BII at a rental amount equal to all costs incurred by BII under a
lease or other agreement, which rental amount shall be a Center Expense. BII
shall provide for the maintenance and upkeep of the facilities and office space
provided by BII as a Center Expense; provided, however, that the Practice shall
maintain complete control, care and custody of such facilities.

1.4. Personnel and Payroll. Except for the Surgeons and other personnel
required by applicable state laws or regulations to be employed by the Practice,
BII shall employ all of the staff reasonably required for the operation of the
Center, as determined by the Practice in consultation with BII. Additionally,
BII shall be responsible for the performance of all payroll and payroll
accounting functions.

1.5. Business Systems, Procedures and Forms. In consultation with the
Practice, BII shall develop and establish business systems and procedures for
the Practice at the Center that are designed to improve operating efficiency.
BII shall provide training to the Center's staff in the implementation and
operation of such business systems and procedures. The Practice expressly
acknowledges and agrees that it shall have no property rights in the foregoing
systems and procedures, and further agrees that such systems and procedures
shall be deemed to constitute Confidential Information (as hereinafter defined)
and subject to the restrictions on the use, appropriation, and reproduction of
such Confidential Information provided for hereunder.

1.6. Purchasing, Accounts Payable and Inventory Control. In
consultation with the Practice, BII shall purchase and maintain as a Center
Expense all inventory and supplies required by the Practice at the Center;
provided, however, that the Practice shall have the right to purchase its
inventory and supplies from the supplier of the Practice's choice. The prices
charged to the Practice for such inventory and supplies shall be the same as the
prices paid by BII. BII shall be responsible for and shall establish and
maintain systems for the handling and processing of all purchasing and payment
activities and for the performance of all payroll and payroll accounting
functions of the Practice.

1.7. Information Systems and Accounting. BII shall establish, maintain
and train the Center's staff in the use of information systems to produce
financial and operational information concerning the Center's operations. BII
shall analyze such information on an ongoing basis in order to advise the
Practice on ways of improving operating efficiencies. BII shall provide or

<PAGE> 3

arrange for all accounting and bookkeeping services related to the Center's
operations, provided that such services are incurred in the ordinary course of
business.

1.8. Malpractice Insurance. BII shall use reasonable efforts to
obtain for the Surgeon, under its blanket policies, malpractice insurance that
meets the coverage requirements hereunder as a Center Expense.

1.9. Consumer Awareness. The parties expressly acknowledge and agree
that the Practice shall exercise control over all policies and decisions
relating to pricing, credit, refunds, warranties and advertising. Subject to the
foregoing, in consultation with the Surgeon, BII shall design and execute a
consumer awareness plan to promote the Surgeon's professional services. In
connection with such consumer awareness plan, BII shall advise the Surgeon on
establishing and maintaining a plan for patients' payment for medical services
on an installment plan basis. All such consumer awareness activities shall be
conducted in compliance in all material respects with all applicable laws and
regulations governing advertising by the medical profession.

1.10. Planning. BII shall assess and advise the Practice on the
establishment of cosmetic and reconstructive surgery offices in new locations
and, subject to mutual agreement, shall provide assistance to the Practice in
the opening of such new offices, including assistance in the location of such
offices and in the sale of existing practices, as appropriate.

1.11. Financial Services. On a continuous basis, the accounts
receivable of the Practice shall be deposited with BII in the Practice Account
(as hereinafter defined), and BII shall use the funds collected from such
accounts receivable to pay the Service Fee (as hereinafter set forth) and the
expenses of the Practice, including the Center Expenses each month, and shall
return to the Practice any funds remaining after payment in full of such items
each month. BII shall be responsible for (i) billing and collecting payments for
all medical services rendered by the Surgeon to his patients and for all other
professional and Center services (except for billing and collecting in
accordance with Medicare or Medicaid programs), with all such billing and
collecting to be done in the name of the Entity; (ii) receiving payments from
patients, insurance companies and all other third party payors; (iii) taking
possession of and endorsing in the name of the Practice any notes, checks, money
orders, insurance payments and other instruments received in payment of accounts
receivable; (iv) preparing and submitting to the Surgeon monthly operating data
and quarterly financial reports with respect to the operation of the Center; and
(v) paying all Center Expenses. No funds from the Medicare or Medicaid programs
shall be billed or collected by any person or Practice other than the Medicare
or Medicaid recognized provider, provided, however, that all such funds
collected shall be immediately deposited into the Practice Account upon receipt
thereof. The Practice and the Surgeon hereby appoint BII for the term of this
Agreement to be their true and lawful attorney-in-fact for the purposes set
forth herein.

1.12. Disbursement of Funds. (a) All monies collected for the Practice
by BII pursuant to Section 1.11 above shall be deposited into an account (the
"Practice Account") with a bank whose deposits are insured with the Federal
Deposit Insurance Corporation. The Practice Account shall constitute the sole
property of, and shall bear the name of the Practice, but BII shall have

<PAGE> 4

authority as the Practice's agent to make all disbursements therefrom. BII shall
account to the Practice monthly for all monies so disbursed from the Practice
Account. From the funds collected and deposited each month by BII in the
Practice Account, BII shall make the following disbursements, among others,
promptly when payable in the following order:

(i) Payment of the Service Fee (as hereinafter defined);

(ii) All sums due and payable by the Practice as Center
Expenses; and

(iii) The balance to the Surgeons and for compensation payable
to the employees of the Practice, and all taxes and assessments payable
to local, state and Federal governments in connection with the
employment of such personnel.

(b) In the event that the funds in the Practice Account are, at any
time, insufficient to cover current expenses, excluding the payment of
compensation to the Surgeons, BII shall notify the Practice and BII shall
advance to the Practice the necessary funds to pay such current expenses for the
benefit of the Practice. Such advances shall be deemed to be loans to the
Practice to be repaid upon such terms as agreed to by the Practice and BII,
which indebtedness shall be deemed a Center Expense; provided, however, that the
outstanding principal amount of such indebtedness exceeding the amount of total
accounts receivable purchased by BII from the Practice pursuant to that certain
Agreement and Plan of Reorganization shall bear interest at an annual rate
adjusted on the first calendar day of each month to reflect that certain rate
from time to time published by the Wall Street Journal as the prime rate, as of
the last business day of the immediately preceding month for which such prime
rate was published (the "Prime Rate"), plus one percent (1%).

1.13. Records. BII shall supervise, manage, organize and develop
systems with respect to all files and records relating to the operation of the
Center, including, without limitation, accounting, billing, patient records, and
collection records. Patient records shall at all times remain the property of
the Surgeon and shall be located at the Center so that they are readily
accessible for patient care. The management of all files and records shall
comply with applicable state and federal laws and regulations. BII shall use its
reasonable efforts to preserve the confidentiality of patient medical records
and use information contained in such records only for the limited purpose
necessary to perform the services set forth herein; provided, however, that in
no event shall a breach of said confidentiality be deemed a default hereunder.

II. OBLIGATIONS OF THE PRACTICE

2.1. Employment of Surgeons and Rendering of Patient Care. The
Practice shall be responsible for the employment and professional supervision of
all Surgeons and other personnel required to be employed by the Practice by
applicable state laws and regulations, and all medical care rendered to patients
shall be rendered by such Surgeons. In addition, the Surgeons shall be
responsible for the direct professional supervision of all nurses and
technicians in their rendering of patient care. The Surgeons and other employees
of the Practice shall not have any claim

<PAGE> 5

hereunder, or otherwise, against BII for salary, vacation pay, sick leave,
unemployment insurance, workers' compensation, disability benefits or employee
benefits of any kind.

2.2. Professional Services. The Practice shall use and occupy the
offices and facilities designated on Exhibit A, exclusively for the practice of
cosmetic and reconstructive surgery services, and shall comply with all
applicable laws, regulations, rules, ordinances and all standards of medical
care. It is expressly acknowledged by the parties that the surgical practice
conducted at the Center shall be conducted solely by the Surgeons associated
with the Practice, and no other surgeon shall be permitted to use or occupy the
Center, except as provided in Exhibit B. The Practice shall provide professional
services to patients hereunder in compliance at all times with ethical
standards, and laws and regulations applying to the medical profession. The
Practice shall ensure that each Surgeon providing medical services to patients
at the Center is licensed by the state in which such services are provided. In
the event that any disciplinary, medical malpractice or other actions are
initiated against any such Surgeon, the Practice shall immediately notify BII of
such action and the underlying facts and circumstances. The Practice shall
cooperate with and participate in quality assurance/utilization review programs
established by BII or mandated by accreditation and/or licensure standards
applicable to the practice of medicine.

2.3. Records. The Practice will keep or cause to be kept accurate,
complete and timely medical and other records of all patients. Such records
shall be sufficient to enable BII, on behalf of the Practice, to obtain payment
for the services provided by the Surgeons at the Center.

2.4. Employment Agreement. The parties recognize that the services to
be provided by BII are feasible only if the Practice operates an active surgical
practice to which it and each Surgeon devote their full time and attention.
Simultaneously with the execution of this Agreement, each Surgeon who is or
becomes an equity owner of the Practice or who delivers patient care at the
Center on an average of more than ten (10) days per month, whether on the date
hereof or at any time during the term of this Agreement, shall enter into an
employment agreement with the Practice in substantially the form attached hereto
as Exhibit C.

2.5. Confidentiality. The Practice agrees and acknowledges that all
materials provided by BII or a BII Affiliate (as hereinafter defined) to the
Practice or a Practice Agent (as hereinafter defined), including all trade
secrets, constitute "Confidential Information" and are disclosed in confidence
and with the understanding that such materials constitute valuable business
information developed by BII at great expenditures of time, effort, and money.
Trade secrets are property rights protected by law and, for purposes of this
Agreement, shall have the meaning provided under applicable state and federal
law. The Practice shall not, directly or indirectly, without the express prior
written consent of BII, use or disclose such Confidential Information for any
purpose other than in connection with the services to be rendered hereunder. The
Practice shall (i) keep strictly confidential and hold in trust all Confidential
Information and not disclose such Confidential Information to any third party
without the express prior written consent of BII; and (ii) impose this
obligation of confidentiality on the Practice's affiliates, co-owners,
associates, partners, employees, shareholders, members and independent
contractors (collectively, the

<PAGE> 6

"Practice Agents"). The Practice acknowledges that the disclosure of
Confidential Information to it by BII is done in reliance upon its
representations and covenants hereunder. Upon expiration or termination of this
Agreement by either party for any reason whatsoever, the Practice shall
immediately return and shall cause all Practice Agents to immediately return to
BII all Confidential Information (except to the extent such Confidential
Information includes patient information), and the Practice shall not, and shall
cause all Practice Agents not to, thereafter use, appropriate, or reproduce such
Confidential Information. The Practice further expressly acknowledges and agrees
that any such use, appropriation, or reproduction of any such Confidential
Information by any of the foregoing after the expiration or termination of this
Agreement will result in irreparable injury to BII, that the remedy at law for
the foregoing would be inadequate, and that in the event of any such use,
appropriation, or reproduction of any such Confidential Information after the
termination or expiration of this Agreement, BII, in addition to any other
remedies which may be available to it, shall be entitled to injunctive or other
equitable relief. As used in this Agreement, the term "BII Affiliate" shall mean
(i) each corporation or other business Practice directly or indirectly
controlling, controlled by, or under common control with BII and (ii) each
cosmetic and reconstructive surgery practice to which BII provides management or
consulting services other than the Practice, the employees and principals of
such practices, and each corporation or other business Practice directly or
indirectly controlling, controlled by, or under common control with each such
practice or the principals thereof.

2.6. Leases. If BII provides any facilities to the Practice, the
Practice shall sublease from BII the facilities leased by BII at which the
Practice is practicing pursuant to the form of Center Sublease Agreement
attached hereto as Exhibit D. All such Center Sublease Agreements shall include
a provision whereby the Practice maintains complete care, custody and control
over such space. The lease expenses incurred by the Practice in connection with
the Center Sublease Agreement will be deemed "Center Expenses" hereunder.

2.7. Covenant Not to Compete. During the term of this Agreement, the
Practice, and each of its shareholders, agree not to establish, develop or open
any offices for the provision of cosmetic and reconstructive surgical services
within a ten (10) mile radius of any facility comprising the Center (the "Area
of Dominant Influence") without the express prior written consent of BII. For a
period of two (2) years following the termination of this Agreement, the
Practice and each of its shareholders shall be prohibited within the Area of
Dominant Influence (i) from advertising in print (except for yellow page
advertising and announcements for the opening of a practice) or electronic media
of any kind, (ii) from soliciting in any manner patients, surgeons or staff
associated with the Center, and (iii) from soliciting any referrals from any
physician who referred one or more patients to the Center within the three (3)
years prior to the date of such termination. In the event the Practice
terminates this Agreement pursuant to Section 5.2(b), then this covenant not to
compete shall be void and of no further effect.

<PAGE> 7

III. FINANCIAL ARRANGEMENTS

3.1. Service Fees. The Practice shall pay to BII a fee for the services
provided hereunder (the "Service Fee"), subject to the provisions of Section 3.3
below, 15% of Net Cash. Except as otherwise provided herein, the amounts to be
paid to BII under this section shall be payable monthly in arrears on the date
that the Practice's financial statements for such period are completed. The
amounts shall be paid based upon the previous month's operating results of the
Center. Upon preparation of quarterly financial statements within forty-five
(45) days after the end of each calendar quarter, adjustments to the Service Fee
for the applicable quarter, if any are required, shall be made. Any amounts
owing to the Practice (as a result of a quarterly adjustment) shall be remitted
by BII to the Practice. Any amounts owing to BII by the Practice (as a result of
a quarterly adjustment) shall be deemed a Center Expense and paid as provided
herein.

3.2. Center Expenses. BII shall be responsible for the payment of all
Center Expenses, as defined below, during the term of this Agreement. BII shall
have no authority to incur Center Expenses without the approval of the Practice.

3.3. Definitions. For the purposes of this Agreement, the following
definitions shall apply and shall comply with generally accepted accounting
principles:

(a) "Adjustments" shall mean any adjustments to Net Cash for
refunds and other items that do not generate a fee.

(b) "Center Expenses" shall mean all operating and
non-operating expenses incurred in the operation of the Center,
excluding any state and federal income taxes, and including, without
limitation:

(i) Salaries, benefits, payroll taxes, workers
compensation, health insurance, 401(k) and other benefit
plans, and other direct costs of all employees of BII at the
Center, including nurses (but excluding all Surgeons);
provided that only expenses for health insurance, 401(k) and
other benefit plans approved by the Practice shall be
included;

(ii) Obligations of BII under leases or subleases
entered into in connection with the operation of the Center;

(iii) Personal property and intangible taxes assessed
against BII's assets used in connection with the operation of
the Center, commencing on the Effective Date (as hereinafter
defined) of this Agreement;

(iv) Malpractice insurance expenses and Surgeon recruitment
expenses as agreed by BII and the Practice;

<PAGE> 8

(v) Property, casualty and liability insurance for the
Center and its operations;

(vi) Amortization of intangible asset value;

(vii) Depreciation of all assets owned by BII and
used by the Practice in the operation of the Center;

(viii) Repayment of any advances (and the interest
thereon) made by BII to the Practice pursuant to Section
1.12(b);

(ix) Advertising and other consumer awareness
expenses attributable to the promotion of the Center and/or
its Surgeon(s) and consented to by the Practice; and

(x) Other expenses incurred by BII with the written
consent of the Practice in carrying out its obligations
hereunder for the benefit of the Center or the Practice;
provided, however, that such expenses shall not include BII's
home office overhead expenses.

(c) "Contract" shall mean the agreement entered into by
patients with the Practice for the provision of surgical services at a
predetermined fee.

(d) "Net Cash" shall mean all revenue resulting from fees and
charges for each month earned and collected by and on behalf of the
Practice as a result of professional medical services personally
furnished to patients by the Surgeons and those under the Surgeon's
supervision and other fees or income generated by the Practice, less
any Adjustments.

3.4. Additional Facilities. In the event that the parties agree to
add an additional facility at which the Practice or Surgeons will provide
services, the Service Fee payable to BII shall be determined by aggregating the
results of the operations of each additional facility with the results of the
operations of the existing Center and such fees payable to BII shall be
calculated in accordance with Article III. As part of its strategic growth
strategy, BII may, in its sole discretion, provide capital support or arrange
favorable funding for surgical practice expansion and development. Any
expenditures on practice growth, acquisition or development shall be subject to
approval by BII's Board of Directors.

IV. INSURANCE AND INDEMNITY

4.1. Insurance to be Maintained by the Practice. Throughout the
term of this Agreement, the Practice shall maintain comprehensive professional
liability insurance with limits of not less than $1,000,000 per claim and with
aggregate policy limits of not less than $3,000,000

<PAGE> 9

per Surgeon providing services at the Center and a separate limit for the
Practice or such other amounts as required by applicable state laws,
regulations, rules or directives. The Practice shall be responsible for all such
liabilities in excess of the limits of such policies. BII shall negotiate for
and cause premiums to be paid with respect to such insurance. Premiums and
deductibles with respect to such policies shall be a Center Expense.

4.2. Insurance to be Maintained by BII. Throughout the term of this
Agreement, BII shall provide and maintain, as a Center Expense, comprehensive
general liability and property insurance covering the Center premises and
operations.

4.3. Tail Insurance Coverage. The Practice shall cause each individual
Surgeon providing services at the Center to enter into an agreement with the
Practice that upon termination of such Practice's relationship with the Surgeon,
for any reason, tail insurance coverage for a period of three (3) years will be
purchased by each Surgeon. Such provisions may be contained in employment
agreements, restrictive covenant agreements or other agreements entered into by
the Practice and the individual Surgeons, and the Practice hereby covenants with
BII to enforce such provisions relating to the tail insurance coverage or to
provide such coverage at the expense of the Practice.

4.4. Additional Insureds. If permitted under applicable law, the
Practice shall have BII named as an additional insured on the Practice's
professional liability insurance programs.

4.5. Indemnification. The Practice shall indemnify, hold harmless and
defend BII, its officers, directors, shareholders, members, and employees, from
and against any and all liabilities, losses, damages, claims, causes of action,
and expenses (including reasonable attorneys' fees), whether or not covered by
insurance, caused or asserted to have been caused, directly or indirectly, by or
as a result of the performance of medical services or the performance of any
intentional acts, negligent acts or omissions by the Practice and/or its
affiliates, shareholders, members, agents, employees, Surgeons and/or
subcontractors (other than BII) prior to and after the date of this Agreement
and throughout the term hereof. BII shall indemnify, hold harmless and defend
the Practice, and its directors, shareholders, members and employees, from and
against any and all liabilities, losses, damages, claims, causes of action, and
expenses (including reasonable attorneys' fees), caused or asserted to have been
caused, directly or indirectly, by or as a result of the performance of any
intentional acts, negligent acts or omissions by BII, a BII Affiliate and/or
their agents, employees and/or subcontractors (other than the Practice) during
the term of this Agreement.

V. TERM AND TERMINATION

5.1. Term of Agreement. This Agreement shall commence on the date BII
closes the sale of $20,000,000 of BII's common stock in an initial public
offering (the "IPO") pursuant to a registration statement on Form S-1 (the
"Effective Date") and shall expire on the twenty fifth (25th) anniversary
thereof unless earlier terminated pursuant to the terms hereof.

<PAGE> 10

5.2. Termination by the Practice. The Practice may terminate this
Agreement as follows:

(a) In the event of the filing of a petition in voluntary bankruptcy
or an assignment for the benefit of creditors by BII, or upon other action taken
or suffered, voluntarily or involuntarily, under any federal or state law for
the benefit of debtors by BII, except for the filing of a petition in
involuntary bankruptcy against BII which is dismissed within ninety (90) days
thereafter, the Practice may give written notice of the immediate termination of
this Agreement.

(b) In the event BII shall materially default in the performance of
any duty or obligation imposed upon it hereunder and such default shall continue
for a period of ninety (90) days after written notice thereof has been provided
to BII by the Practice (which notice shall contain specific details of the
reason for such default), the Practice may terminate this Agreement; provided,
however, if the nature of such default is such that cure is not capable within
said 90-day period, then BII shall have such additional time as may be required
to effect and complete such cure; provided that BII shall commence such cure
within the aforesaid 90-day period and shall prosecute such cure to completion
with reasonable diligence.

(c) In the event that a "Change in Control" (as herein defined)
occurs with respect to BII, the Practice may, within ten (10) days after the
expiration of the Approval Period (as herein defined), terminate this Agreement
by providing five (5) days prior written notice to BII. For purposes of this
Section, "Change in Control" means an acquisition or aggregation of any voting
securities of BII by a "person" (as defined in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934) immediately after which such person is or
becomes the beneficial owner, directly or indirectly, of 15% or more of the
combined voting power of BII's then outstanding voting securities; provided,
however, that no acquisition or aggregation of BII's voting securities shall be
deemed a "Change in Control" if such acquisition or aggregation (i) has the
prior approval of BII's board of directors, or (ii) is approved by BII's board
of directors within sixty (60) days after BII receives notice of such
acquisition or aggregation (the "Approval Period").

5.3. Termination by BII. BII may terminate this Agreement as follows:

(a) In the event of the filing of a petition in voluntary bankruptcy
or an assignment for the benefit of creditors by the Practice, or upon other
action taken or suffered, voluntarily or involuntarily, under any federal or
state law for the benefit of debtors by the Practice, except for the filing of a
petition in involuntary bankruptcy against the Practice which is dismissed
within thirty (30) days thereafter, BII may give written notice of the immediate
termination of this Agreement.

(b) In the event the Practice shall materially default in the
performance of any duty or obligation imposed upon it hereunder, and such
default shall continue for a period of thirty (30) days after written notice
thereof has been given to the Practice by BII, BII may terminate this Agreement.

<PAGE> 11

5.4. Actions after Termination. Upon termination of this Agreement by
either party for any reason other than a default by the Practice, or upon
expiration of this Agreement, the Practice may, and upon termination of this
Agreement by BII due to the reasons set forth in Section 5.3(b) hereof, the
Practice shall:

(a) Purchase all improvements, additions or leasehold improvements
which have been made by BII and which relate solely to the performance of its
obligations under this Agreement at adjusted book value;

(b) Assume all debt and all contracts, payables and leases which are
obligations of BII and which relate solely to the performance of its obligations
hereunder; and

(c) Purchase from BII at adjusted book value all of the equipment of
the Center, including all replacements and additions thereto made by BII
pursuant to the performance of its obligations hereunder, and all other assets,
including inventory and supplies, tangibles and intangibles (including but not
limited to accounts receivable), set forth on the balance sheet prepared for the
month most recently ended prior to the date of such termination in accordance
with GAAP to reflect operations of the Center, and the depreciation,
amortization and other adjustments of assets shown on such balance sheet.

5.5. Closing of Repurchase by the Practice and Effective Date of
Termination. Unless another form of payment is agreed to by BII at the time, the
Practice shall pay cash to BII for (i) the assets repurchased pursuant to
Section 5.4 and (ii) an amount equal to the Service Fee that would have been
payable hereunder based on Net Cash earned prior to the termination of this
Agreement. The amount of the purchase price for such assets shall be reduced by
the amount of debt and liabilities of BII assumed by the Practice and shall also
be reduced by any payment BII has failed to make under this Agreement. The
Practice and all Surgeons shall execute such documents as may be required to
assume the liabilities set forth in Section 5.4(c) and shall use its or their
best efforts to remove BII from any liability with respect to such repurchased
assets and with respect to any property leased or subleased by BII. The closing
date for repurchase shall be determined by the Practice, but shall in no event
occur later than 180 days from the date of the notice of termination. In the
event of a repurchase pursuant to Section 5.4, the termination of this Agreement
shall become effective upon the closing of the sale of the assets. From and
after any termination, each party shall provide the other party with reasonable
access to books and records then owned by it to permit such requesting party to
satisfy reporting and contractual obligations which may be required of it.

5.6. Patient Records. Upon termination of this Agreement, the Practice
shall retain all patient medical records maintained by the Practice or BII in
the name of the Practice. During the term of this Agreement, and thereafter, the
Practice or its designee shall have reasonable access during normal business
hours to the Practice's and BII's records relating to the Practice, including,
but not limited to, records of collections, expenses and disbursements as kept
by BII in performing BII's obligations under this Agreement, and the Practice
may copy any or all such records at the Practice's expense.

<PAGE> 12

VI. INDEPENDENT CONTRACTOR

6.1. Practice's Control Over Medical Services. Notwithstanding the
authority granted to BII herein, BII and the Practice agree that the Surgeon(s),
personally or through any medical employees or agents, shall have control or
supervision over the provision of all professional services, with the sole
authority to direct the professional, and ethical aspects of the surgical
practice. BII shall have no authority, directly or indirectly, to perform, and
shall not perform, any medical function. BII may, however, advise the Practice
as to the relationship between the Practice's performance of medical functions
and the overall administrative and business functions of its practice.

6.2. Independent Relationship. The Practice and BII intend to act and
perform as independent contractors, and the provisions hereof are not intended
to create any partnership, joint venture, agency or employment relationship
between the parties.

6.3. Other Professionals. No provision of this Agreement is intended to
limit BII's right, authority, or ability under applicable law to contract with
other surgeons or physicians, or to employ, contract with, or enter into any
partnership or joint venture with any healthcare professional; provided that the
exercise of such right, authority or ability does not contravene the terms of
this Agreement.

6.4 Patient Care. Nothing in this Agreement is intended to interfere,
or shall be construed as interfering, in any way with the Surgeon(s)'s ability
to independently exercise professional and ethical judgment in the performance
of his patient care responsibilities.

VII. GENERAL PROVISIONS

7.1. Assignment. This Agreement shall be assignable by BII to any
person, firm or corporation that controls or is under common control with BII.
This Agreement shall not be assignable by the Practice. Subject to this
provision, this Agreement shall be binding upon the parties hereto, and their
successors and assigns.

7.2. Whole Agreement; Modification. There are no other agreements or
understandings, written or oral, between the parties regarding this Agreement,
the Exhibits and the Schedules, other than as set forth herein. This Agreement
shall not be modified or amended except by a written document executed by both
parties to this Agreement, and such written modification(s) shall be attached
hereto.

7.3. Notices. All notices required or permitted by this Agreement shall
be in writing and shall be addressed as follows:

<PAGE> 13

To BII: The Plastic Surgery Company
Two Midtown Plaza, Suite 1220
1360 Peachtree Street N.E.
Atlanta, Georgia 30309
Attn: Jonathan E. Wilfong
Telecopier: (404) 898-1247
Telephone: (404) 898-1240

With a copy to: King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Attn: Paul A. Quiros, Esquire
Telecopier: (404) 572-5146
Telephone: (404) 572-4604

To the Practice: --------------------------------

--------------------------------

--------------------------------
Attn:
Telecopier:
Telephone:

or to such other address as either party shall notify the other.

7.4. Waiver of Provisions. Except as otherwise provided in this Section
7.4, any waiver of any terms and conditions hereof must be in writing, and
signed by the parties hereto. The waiver of any of the terms and conditions of
this Agreement shall not be construed as a waiver of any other terms and
conditions hereof. The parties acknowledge that BII is not authorized or
qualified to engage in any activity which may be construed or deemed to
constitute the practice of medicine.

7.5. Governing Law. The validity, interpretation and performance of
this Agreement shall be governed by and construed in accordance with the laws of
the State of Georgia without regard to the conflict of laws principals thereof.

7.6. Compliance with Applicable Laws. Both parties shall comply with
all applicable federal, state and local laws, regulations and restrictions in
the conduct of their obligations under this Agreement.

7.7. Severability. The provisions of this Agreement shall be deemed
severable and if any portion shall be held invalid, illegal or unenforceable for
any reason, the remainder of this Agreement shall be effective and binding upon
the parties.

<PAGE> 14

7.8. Additional Documents. Each of the parties hereto agrees to
execute any document or documents that may be requested from time to time by the
other party to implement or complete such party's obligations pursuant to this
Agreement.

7.9. Attorneys' Fees. If legal action is commenced by either party to
enforce or defend its rights under this Agreement, the prevailing party in such
action shall be entitled to recover reasonable costs actually incurred and
reasonable attorneys' fees in addition to any other relief granted.

7.10. Confidentiality. Neither party hereto shall disseminate or
release to any third party any information regarding any provision of this
Agreement, or any financial information regarding the other (past, present or
future) that was obtained by the other in the course of the negotiation of this
Agreement or in the course of the performance of this Agreement, without the
other party's written approval; provided, however, the foregoing shall not apply
to information which is required to be disclosed by law, including federal or
state securities laws, or pursuant to court order.

7.11. Contract Modifications for Subsequent 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 for both parties in such a manner
as to indicate that the structure of this Agreement may be in violation of such
laws or regulations, the Practice and BII shall amend this Agreement as
necessary to bring this Agreement into compliance with such state or federal law
or regulation. To the maximum extent possible, any such amendment shall preserve
the underlying economic and financial arrangements between the Practice and BII.

7.12. Remedies Cumulative. No remedy set forth in this Agreement or
otherwise conferred upon or reserved to any party shall be considered exclusive
of any other remedy available to any party, but the same shall be distinct,
separate and cumulative and may be exercised from time to time as often as
occasion may arise or as may be deemed expedient.

7.13. Language Construction. The language in all parts of this
Agreement shall be construed, in all cases, according to the parties' intent and
the parties hereto 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.

7.14. No Obligation to Third Parties. None of the obligations and
duties of BII or the Practice under this Agreement shall in any way or in any
manner be deemed to create any obligation of BII or of the Practice to, or any
rights in, any person or Practice not a party to this Agreement.

7.15. Counterparts. This Agreement may be executed in counterparts,
each of which shall constitute an original and all of which together shall
constitute one and the same Agreement.

<PAGE> 15

7.16. Singular and Plural; Gender. Where the context so requires or
permits, the use of the singular form includes the plural, and the use of the
plural form includes the singular, and the use of any gender includes any and
all genders.

<PAGE> 16

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

PRACTICE:

---------------------------------------

By:
------------------------------------

Title:
---------------------------------

BII:

THE PLASTIC SURGERY COMPANY

By:
------------------------------------
Jonathan E. Wilfong, Chairman

<PAGE> 1
EXHIBIT 10.8

FORM OF AMENDMENT TO
FORM OF SERVICE AGREEMENT

This Amendment to Service Agreement (this "Amendment") is made and
entered into as of ______, 199_, by and between Plastic Surgery Company, a
Georgia corporation ("PSC"), formerly known as Better Image, Inc., and
_________________, a ______________________ (the "Practice").

RECITALS

WHEREAS, the Practice owns and operates a cosmetic and reconstructive
surgery practice and furnishes specialized medical care to the general public
though the services of surgeons affiliated with the Practice (the "Surgeons");
and

WHEREAS, PSC is a company formed to own certain assets of, provide
personnel and practice management services to, and manage the business affairs
of cosmetic and reconstructive surgery practices; and

WHEREAS, pursuant to that certain Service Agreement dated as of
___________ (the "Agreement") by and between PSC and the Practice, and the
Practice agreed to enter into a business relationship pursuant to which PSC
would provide certain services and manage the business affairs of the Practice;
and

WHEREAS, the parties desire to amend the Agreement to reflect the
understanding of the parties regarding this business relationship;

NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, the parties hereby agree as follows:

1. Amendment of Service Agreement. The parties agree that Section
3.1 of the Agreement shall be amended and restated as follows:

3.1 Service Fees. The Practice shall pay to PSC a fee for the
services provided hereunder (the "Service Fee"), subject to the provisions of
Section 3.3 below, of 15% of Net Cash. Except as otherwise provided, the amounts
to be paid to PSC under this section shall be payable monthly in arrears on the
date that the Practice's financial statements for such period are completed. The
amounts shall be paid based upon the previous month's operating results of the
Center. Upon preparation of quarterly financial statements within forty-five
(45) days after the end of each calendar quarter, adjustments to the Service Fee
for the applicable quarter, if any are required, shall be made. Any amounts
owing to the Practice (as a result of a quarterly adjustment) shall be remitted
by PSC to the Practice. Any amounts owing to PSC by the Practice (as a result of
a quarterly adjustment) shall be deemed a Center Expense and paid as provided
herein.

2. Amendment of Service Agreement. The parties agree that Section
3.3 of the Agreement shall be amended and restated as follows:

3.3 Definitions. For the purposes of this Agreement, the
following definitions shall apply and shall comply with generally accepted
accounting principles:

<PAGE> 2

i. "Adjustments" shall mean any adjustments to Net Cash
for uncollectible accounts, professional courtesies
and other activities, contractual allowances and
discounts that do not generate a collectible fee.

ii. "Center Expenses" shall mean all operating and
non-operating expenses incurred in the operation of
the Center, excluding any state and federal income
taxes, and including, without limitation:

(1) Salaries, benefits, payroll taxes,
workers compensation, health insurance,
401(k) and other benefit plans, and other
direct costs of all employees of PSC at the
Center, including nurses (but excluding all
Surgeons); provided that only expenses for
health insurance, 401(k) and other benefit
plans approved by the Practice shall be
included;

(2) Obligations of PSC under leases or
subleases entered into in connection with
the operation of the Center;

(3) Personal property and intangible taxes
assessed against PSC's assets used in
connection with the operation of the Center,
commencing on the Effective Date (as
hereinafter defined) of this Agreement;

(4) Malpractice insurance expenses and
Surgeon recruitment expenses as agreed by
PSC and the Practice;

(5) Property, casualty and liability
insurance for the Center and its operations;

(6) Amortization of intangible asset value
as a result of each such acquisition
referred to in subsection (vii) above;

(7) Depreciation of all assets owned by PSC
and used by the Practice in the operation of
the Center;

(8) Repayment of any advances (and the
interest thereon) made by PSC to the
Practice pursuant to Section 1.12(b);

(9) Advertising and other marketing expenses
attributable to the promotion of the Center
and/or its Surgeon(s) and consented to by
the Practice; and

(10) Other expenses incurred by PSC with the
consent of the Practice in carrying out its
obligations hereunder for the benefit of the
Center or the Practice; provided, however,
that such expenses shall not include PSC's
home office overhead expenses.

iii. "Contract" shall mean the agreement entered into by
patients with the Practice for the provision of
surgical services at a predetermined fee.

<PAGE> 3

iv. "Net Cash" shall mean all cash resulting from fees
and charges for each month earned and collected by
and on behalf of the Practice as a result of
professional medical services personally furnished to
patients by the Surgeons and those under the
Surgeons' supervision and other fees or income
generated in their capacity as a professional, less
any Adjustments.

3. Amendment of Service Agreement. The parties agree that Section
5.5 of the Agreement shall be amended and restated as follows:

5.5 Closing of Repurchase by the Practice and Effective Date
of Termination. Unless another form of payment is agreed to by PSC at such time,
the Practice shall pay cash to PSC for (i) the assets repurchased pursuant to
Section 5.4 and (ii) an amount equal to the Service Fee that would have been
payable hereunder based on Net Cash earned and collected prior to the
termination of this Agreement. The amount of the purchase price shall be reduced
by the amount of debt and liabilities of PSC assumed by the Practice and shall
also be reduced by any payment PSC has failed to make under this Agreement. The
Practice and all Surgeons shall execute such documents as may be required to
assume the liabilities set forth in Section 5.4(c) and shall use its or their
best efforts to remove PSC from any liability with respect to such repurchased
assets and with respect to any property leased or subleased by PSC. The closing
date for the repurchase shall be determined by the Practice, but shall in no
event occur later than 180 days from the date of the notice of termination. The
termination of this Agreement shall become effective upon the closing of the
sale of the assets and the Practice and PSC shall be released from the
restrictive covenants provided for hereunder on the closing date. From and after
any termination, each party shall provide the other party with reasonable access
to books and records then owned by it to permit such requesting party to satisfy
reporting and contractual obligations which may be required of it.

4. Miscellaneous.

a. Notices. All notices, demands or other communications
hereunder shall be in writing and shall be deemed given when delivered
personally, mailed by certified mail, return receipt requested, sent by
overnight courier service or telecopies, telegraphed or telexed (transmission
confirmed), or otherwise actually delivered in accordance with the notice
provisions of Section 7.3 of the Agreement.

c. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

<PAGE> 4

f. Definitions. All capitalized terms used and not defined herein
shall have the meanings assigned to them in the Agreement.

g. Survival. Except as specifically modified by this Amendment,
the Agreement remains in full force and effect.

<PAGE> 5

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Service Agreement as of the day and year first above written.

THE PLASTIC SURGERY COMPANY

By:
-----------------------------

--------------------------------

BY:
-----------------------------

<PAGE> 1
EXHIBIT 10.9

FORM OF CONSULTING AND BUSINESS SERVICES AGREEMENT

THIS CONSULTING AND BUSINESS SERVICES AGREEMENT (this
"Agreement"), dated as of _______________, 199__ , by and between BETTER IMAGE,
INC., a Georgia corporation, and its successors or assigns ("BII") and
_________________________________, a ____________ professional corporation (the
"Entity").

W I T N E S S E T H:

WHEREAS, the Entity owns and operates a cosmetic and
reconstructive surgery practice with offices located in the facilities
(identified in Exhibit A, as amended from time to time (collectively, the
"Center"), and furnishes specialized medical care to the general public through
the services of the surgeons affiliated with the Entity at the Center (the
"Surgeon(s)"); and

WHEREAS, BII is a company which has been formed to provide
business and consulting services to cosmetic and reconstructive surgery
practices;

WHEREAS, BII's services are designed to improve the efficiency
and profitability of cosmetic and reconstructive surgery practices while
enhancing the ability of the surgeons in such practices to render quality
specialized medical care to their patients;

WHEREAS, the Entity and BII mutually desire to enter into a
business relationship under the terms of this Agreement.

NOW THEREFORE, in consideration of the foregoing, and of the
mutual covenants and agreements herein contained, the parties hereto agree as
follows:

I. RESPONSIBILITIES OF BII

1.1 General. BII shall furnish the Entity the business and
consulting services described in this Agreement, subject to the requirements of
New York law relating to, without limitations, the control by physicians and
surgeons over the practice of medicine.

1.2 Facilities and Equipment. BII will consult with and advise
the Entity on its equipment and office needs and the efficient configuration of
its office space and will arrange for all equipment and furnishings determined
by the Entity to be necessary for the operation of the Center, as specified on
Exhibit 1.2 (together with any future asset purchases in accordance herewith,
the "Assets"). The Entity shall have complete custody and control over the
Assets provided to the Entity by BII, including, without limitation, the right
to make decisions, after consultation with BII, with respect to the repair,
replacement, modification and upkeep of such Assets. Unless the Entity

<PAGE> 2

chooses to directly purchase furnishings, equipment and related assets in the
future, BII shall purchase such assets and lease such assets to the Entity under
a capital leasing arrangement with such terms as mutually agreed to by the
Entity and BII. If the Entity chooses to purchase such assets, then it shall
depreciate such assets in accordance with generally accepted accounting
principles ("GAAP").

1.3 Personnel and Payroll. BII will consult with the Entity on
its staffing needs. BII will employ the staff determined by the Entity to be
necessary for the Center's operations, as specified on Exhibit 1.3, except for
the Surgeons and other personnel required by applicable state law or regulation
to be employed by the Surgeon (the "Medical Staff"), who will be employed by the
Entity. At the election of the Entity, BII will additionally assist in staff
scheduling, administer the Center's payroll and provide payroll accounting
services. The parties expressly agree that the Entity will have discretion and
control over all personnel and staffing matters in respect to the Center's
staff.

1.4 Business Systems, Procedures and Forms. BII will advise
the Entity on and assist in the implementation and operation of business systems
and procedures. BII will provide training to the Center's staff in the use of
such systems and procedures. BII will additionally provide the Entity clinical
forms developed in consultation with the Entity and will provide training to the
Center's staff in the use of such forms. The Entity expressly acknowledges and
agrees that it shall have no property rights in the foregoing systems,
procedures or clinical forms, and further agrees that such systems, procedures
and forms shall be deemed to constitute Confidential Information within the
meaning of Section 2.8 hereof and shall be subject to the restrictions on the
use, appropriation and reproduction of such Confidential Information provided
for in Section 2.8. The parties agree that the Entity's use of any such systems,
procedures and forms shall be at the Entity's sole discretion and,
notwithstanding its use of any such systems, procedures, or forms, the Entity
shall retain control over the management of all aspects of the Center's
operations, including, without limitation, patient scheduling.

1.5 Purchasing and Inventory Control. BII, in consultation
with the Entity, will provide the Entity purchasing services for inventory and
supplies and will be responsible for maintaining the Center's inventory. The
price charged to the Center for such inventory and supplies shall be the same as
the price paid by BII, including any rebates. In any event, the Entity has the
right to purchase its supplies from the supplier of its choice.

1.6 Accounting Services and Financial Reporting. BII will
advise the Entity with respect to and provide or arrange for all accounting and
bookkeeping services reasonably required for the Center's normal and routine
operations. BII will additionally advise the Entity on and assist in
implementing information systems designed in consultation with the Entity to
generate financial and operational data concerning the Center. BII will prepare
and submit to the Entity monthly operating data and quarterly financial reports
with respect to the Center's operations. BII will analyze such data on an
ongoing basis to advise the Center on improving productivity.

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<PAGE> 3

1.7 Malpractice Insurance. BII shall use reasonable efforts
to obtain under its blanket policies for the Surgeon as a Center Expense
malpractice insurance that meets the coverage requirements set forth in Section
4.1 hereof.

1.8 Marketing. BII will advise the Entity in designing and
assist in executing a marketing plan to promote the Center's professional
services. In connection with the development of the marketing plan, BII will
advise the Entity on establishing an installment plan for patient payments, and,
in the event the Entity elects to offer such a plan, will assist in implementing
and administering the plan. The Entity shall exercise sole discretion and
control over all policies and decisions relating to marketing, pricing, credits,
refunds, warranties and advertising. All marketing activities hereunder will be
conducted in compliance with applicable laws and regulations of the State of New
York governing the medical profession.

1.9 Planning. BII will assess the business potential of
establishing offices in new locations, and, in the event the Entity elects to
relocate or open an office in a new location, subject to mutual agreement, BII
will provide assistance to the Entity as appropriate.

1.10 Billing and Collections. BII shall provide billing and
collection services for all professional services rendered at the Center, all
such billing and collections to be done in the name of and subject to the
control of the Entity.

1.11 Payment Services. On a continuous basis, the accounts
receivable of the Entity shall be deposited with BII for the Entity's account,
and BII shall use the funds collected from such accounts receivable to pay the
Consulting Fee (as hereinafter defined) and to pay, on the Entity's behalf as a
Center Expense (as hereinafter defined) and otherwise, all expenses of the
Entity duly authorized for payment by the Entity and shall return to the Entity
any funds remaining after payment in full of such items.

1.12 Disbursement of Funds. (a) All monies collected by BII
from the Entity's accounts receivable pursuant to Section 1.10 above shall be
deposited into an account (the "Entity Account") with a bank whose deposits are
insured with the Federal Deposit Insurance Corporation. The Entity Account shall
contain the name of the Entity, but BII shall make all disbursements therefrom.
BII shall account for all monies so disbursed from the Entity Account. From the
funds collected and deposited each month by BII in the Entity Account, BII shall
make the following disbursements, among others, promptly when payable.

(i) Compensation payable to all employees of the Entity, and
all taxes and assessments payable to local, state and Federal
governments in connection with the employment of such
personnel; and

(ii) All other sums otherwise due and payable by the Entity as
Center Expenses or otherwise, including, without limitation,
the Consulting Fee.

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<PAGE> 4

(b) In the event the funds in the Entity Account will, at any
time, be insufficient to cover current expenses, BII shall notify the Entity and
BII shall advance to the Entity the necessary funds to pay current expenses for
the benefit of the Entity, which advances will be deemed to be loans to the
Entity to be repaid upon such terms as agreed to by the Entity and BII, which
indebtedness shall be deemed a Center Expense for purposes of Article III
hereof; provided, however, that in any event the outstanding principal amount of
such indebtedness shall bear interest at an annual rate adjusted on the first
calendar day of each month to reflect that certain rate from time to time
published by the Wall Street Journal as the prime rate, as of the last business
day of the immediately preceding month for which such prime rate was published
(the "Prime Rate"), plus one percent (1%).]

1.13 Records. BII shall organize and develop systems in
consultation with the Entity with respect to all files and records relating to
the business operations of the Center, including, but not limited to,
accounting, billing and collection records. The parties expressly acknowledge
and agree that patient records shall at all times be and remain the property and
under the control of the Orthodontist and shall be located at the Entity's
facilities so that they are readily accessible for patient care. The management
of all files and records shall comply with applicable state and federal
statutes. BII shall use its reasonable efforts to preserve the confidentiality
of patient medical records and use information contained in such records only
for the limited purpose necessary to perform the services set forth herein;
provided, however, in no event shall a breach of said confidentiality be deemed
a default under this Agreement.

II. OBLIGATIONS OF THE ENTITY

2.1 General. The Entity will be responsible for the
management of the Center, in accordance with the requirements of New York law.

2.2 Employment of Surgeons and Rendering of Patient Care. The
Entity will be responsible for the employment of all Surgeon(s) and Medical
Staff affiliated with the Entity and supervision of all care and services
rendered to patients.

2.3 Professional Services. The Entity shall use and occupy
the offices and facilities designated on Exhibit 1.2 exclusively for the
practice of cosmetic and reconstructive surgery services and shall comply with
all applicable local rules, ordinances and all standards of medical care. It is
expressly acknowledged by the parties that the surgical practice conducted at
the Center shall be conducted solely by the Surgeons associated with the Entity
and no other surgeon shall be permitted to use or occupy the Center or Centers,
except as provided in Exhibit B. The Entity shall provide professional services
to patients hereunder in compliance at all times with ethical standards and laws
and regulations applying to the medical profession. The Entity shall ensure that
each Surgeon providing medical services to patients at the Center is licensed by
the state in which such services are provided. In the event that any
disciplinary, medical malpractice or other actions

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<PAGE> 5

are initiated against any such Surgeon, the Entity shall immediately notify BII
of such action and the underlying facts and circumstances. The Entity shall
cooperate with and participate in quality assurance/utilization review programs
established by BII or mandated by accreditation and/or licensure standards
applicable to the practice of medicine.

2.4 Records. The Entity will keep or cause to be kept
accurate, complete and timely medical and other records of all patients. Such
records shall be sufficient to enable BII, on behalf of the Entity, to obtain
payment for the services and facilities and to facilitate the delivery of
quality patient care by the Surgeon.

2.5 Professional Expenses. Payments expended each fiscal year
by the Entity on behalf of the Surgeon and other surgeons delivering patient
care at the Center(s) for continuing education, seminars, professional license
fees and dues, professional memberships, expenses related to a company
automobile for the Surgeon, and all other expenses of the Surgeon and other
surgeons delivering patient care at the Center(s) that do not directly benefit
the Entity (as reasonably determined by BII), up to the amount of three percent
(3%) of the Entity's Adjusted Gross Revenue, shall be considered a Center
Expense. To the extent that such expenses exceed three percent (3%) of the
Entity's Adjusted Gross Revenue for such year, the Center Expenses shall be
reduced by such excess amount solely for the purpose of calculating the
Consulting Fee; provided, however, that the Entity shall pay such excess
expenses. Notwithstanding the foregoing, the Entity shall be solely responsible
for the cost of professional licensure fees and board certification fees,
membership in professional associations and continuing professional education
incurred by the Surgeon. The Entity shall ensure that the Surgeon participates
in such continuing education as is necessary for such Surgeon to remain current.

2.6 Professional Insurance Eligibility. The Entity shall
cooperate in the obtaining and retaining of professional liability insurance by
assuring that each of its Surgeons is insurable and participating in an on-going
risk management program.

2.7 Employment Agreement. The parties recognize that the
services to be provided by BII are feasible only if the Entity operates an
active practice to which it and each Surgeon devote their full time and
attention. Simultaneously with the execution of this Agreement, each Surgeon who
is or becomes an equity owner of the Entity or who delivers patient care at the
Center(s) on average more than ten (10) days each month, whether on the date
hereof or at any time during the term of this Agreement, shall enter into an
employment agreement with the Entity in substantially the form attached hereto
as Exhibit C.

2.8 Confidentiality. The Entity agrees and acknowledges that
all materials provided by BII or a BII Affiliate (as hereinafter defined) to the
Entity or an Entity Agent (hereinafter defined), including all trade secrets,
constitute "Confidential Information" and are disclosed in confidence and with
the understanding that such materials constitutes valuable business information
developed by BII at great expenditures of time, effort, and

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<PAGE> 6

money. Trade secrets are property rights protected by law and, for purposes of
this Agreement, shall have the meaning provided under applicable state and
Federal law. The Entity shall not, directly or indirectly, without the express
prior written consent of BII, use or disclose such Confidential information for
any purpose other than in connection with the services to be rendered hereunder.
The Entity shall: (i) keep strictly confidential and hold in trust all
Confidential Information and not disclose such Confidential Information to any
third party without the express prior written consent of BII; and (ii) impose
this obligation of confidentiality on the Entity's affiliates, co-owners,
associates, partners, employees, shareholders, members and independent
contractors (collectively, the "Entity Agents"). The Entity acknowledges that
the disclosure of Confidential Information to it by BII is done in reliance upon
its representations and covenants hereunder. Upon expiration or termination of
this Agreement by either party for any reason whatsoever, the Entity shall
immediately return and shall cause all Entity Agents to immediately return to
BII all Confidential Information (except to the extent such Confidential
Information includes patient information), and the Entity shall not, and shall
cause all Entity Agents not to, thereafter use, appropriate, or reproduce such
Confidential Information. The Entity further expressly acknowledges and agrees
that any such use, appropriation, or reproduction of any such Confidential
Information by any of the foregoing after the expiration or termination of this
Agreement will result in irreparable injury to BII, that the remedy at law for
the foregoing would be inadequate, and that in the event of any such use,
appropriation, or reproduction of any such Confidential Information after the
termination or expiration of this Agreement, BII, in addition to any other
remedies which may be available to it, shall be entitled to injunctive or other
equitable relief. As used in this Agreement, the term "BII Affiliate" shall mean
(i) each corporation or other business entity directly or indirectly
controlling, controlled by, or under common control with BII and (ii) each
cosmetic or reconstructive surgery practice to which BII provides management or
consulting services, other than the Entity, the employees and principals of such
practices, and each corporation or other business entity directly or indirectly
controlling, controlled by, or under common control with each such practice or
the principals thereof.

2.9 Covenant Not to Compete. During the term of this
Agreement, the Entity, and any of its members or shareholders, agrees not to
establish, develop or open any offices for the provision of cosmetic and
reconstructive surgery services within a ten (10) mile radius of any facility
compromising the Center (the "Area of Dominant Influence") without the express
written consent of BII. For a period of two (2) years following the termination
of this Agreement, the Entity and each of its shareholders shall be prohibited
within the Area of Dominant Influence (i) from advertising in print (except for
yellow page advertising and announcements for the opening of a practice) or
electronic media of any kind, (ii) from soliciting in any manner patients,
surgeons or staff associated with the Centers, and (iii) from soliciting any
referrals from any physician who referred one or more patients to the Center
within the three (3) years prior to the date of such termination. In the event
the Entity terminates this Agreement pursuant to Section 5.2(b), then this
Section 2.9

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shall be void and of no further effect; provided, however, the remainder of this
Agreement shall remain in full force and effect.

III. FINANCIAL ARRANGEMENTS

3.1 Consulting Fees. BII shall receive an annual Consulting
Fee, subject to the provisions of Section 3.3 below, of __________ per year,
payable montly. On the first anniversary thereafter during the term hereof, the
Consulting Fee shall be increased by three percent (3%) per year.

3.2 Center Expenses. BII shall be responsible for the payment
of all Center Expenses, as defined below, during the term of this Agreement and
the Entity shall immediately reimburse BII for such payments from funds held in
the Entity Account.

3.3 Definitions. For the purposes of this Agreement, the
following definitions shall apply and shall comply with generally accepted
accounting principles:

a. "Center Expenses" shall mean all operating and
non-operating expenses incurred in the operation of the
Center, including, without limitation:

(i) Salaries, benefits, payroll taxes, workers
compensation, health insurance, 401(k) and other benefit
plans, and other direct costs of all employees of BII at
the Center, including nurses, (but excluding all
Surgeons); provided that only expenses for health
insurance, 401(k) and other benefit plans approved by the
Entity shall be included;

(ii) Direct costs of all employees or consultants of BII
who, upon mutual agreement of BII and the Entity, provide
services at or, if consented to by the Entity, in
connection with the Center required for improved clinic
performance, such as work management, materials
management, purchasing, charge and coding analysis, and
business office consultation;

(iii) Obligations of BII under leases or subleases entered
into in connection with the operation of the Center;

(iv) Personal property and intangible taxes assessed
against BII's assets used in connection with the operation
of the Center, commencing on the Effective Date
(hereinafter defined);

(v) Malpractice insurance expenses and Surgeon recruitment
expenses as agreed to by BII and the Entity;

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<PAGE> 8

(vi) Property, casualty and liability insurance for the
Center and its operations;

(vii) In the event an opportunity arises for additional
Surgeons in the Area of Dominant Influence to become
employed by or merge with the Entity, actual out-of-pocket
expenses of BII personnel working on a specified merger,
whether or not such merger is completed if such merger is
approved or requested by the Entity;

(viii) Amortization of intangible asset value as a result
of each such acquisition referred to in subsection (vii)
above;

(ix) Depreciation of all assets used by the Entity in the
operation of the Center;

(x) Repayment of interest on any funds loaned to the
Entity by BII in connection with the operation of the
Center, at an interest rate not in excess of the Prime Rate
plus one percent (1%);

(xi) Advertising and other marketing expenses
attributable to the promotion of the Center and/or its
Surgeon(s); and

(xii) Other expenses incurred by BII with the consent of
the Entity in carrying out its obligations under this
Agreement for the benefit of the Center or the Entity;
provided, however, that such expenses shall not include
BII's home office overhead expenses.

b. "Center Expenses" shall not include:

(i) Any federal or state income taxes; or

(ii) Any personal expenses of the Surgeon as permitted in
the first sentence of Section 3(b) of that certain
employment agreement(s) by and between the Surgeon(s) and
the Entity, in excess of three percent (3%) of the Entity's
Adjusted Gross Revenue.

3.4 Additional Facilities. In the event the parties agree
to add an additional facility in which the Entity or Surgeons will provide
services, the consulting fees payable to BII shall be determined by aggregating
the results of the operations of each additional facility with the results of
the operations of the existing Center or Centers and such fees payable to BII
shall be calculated in accordance with Article III. As part of its strategic
growth strategy, BII may, in its own discretion, provide capital support or
arrange

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favorable funding for surgical practice expansion and development. Any
expenditures on practice growth, acquisition or development shall be subject to
approval by BII's Board of Directors.

IV. INSURANCE AND INDEMNITY

4.1 Insurance to be Maintained by the Entity. Throughout the
term of this Agreement, the Entity shall maintain comprehensive professional
liability insurance with limits of not less than $1,000,000 per claim and with
aggregate policy limits of not less than $3,000,000 per Surgeon providing
services at the Center and a separate limit for the Entity or such other amounts
required by the applicable state laws, regulations, rules or directives. The
Entity shall be responsible for all such liabilities in excess of the limits of
such policies. BII agrees to negotiate for and cause premiums to be paid with
respect to such insurance. Premiums and deductibles with respect to such
policies shall be a Center Expense.

4.2 Insurance to be Maintained by BII. Throughout the term of
this Agreement, BII shall provide and maintain, as a Center Expense,
comprehensive general liability and property insurance covering the Center
premises and operations.

4.3 Tail Insurance Coverage. The Entity shall cause each
individual Surgeon providing services at the Center to enter into an agreement
with the Entity that upon termination of such Entity's relationship with the
Surgeon, for any reason, tail insurance coverage for a period of three (3) years
will be purchased by each Surgeon. Such provisions may be contained in
employment agreements, restrictive covenant agreements or other agreements
entered into by the Entity and the individual Surgeons, and the Entity hereby
covenants with BII to enforce such provisions relating to the tail insurance
coverage or to provide such coverage at the expense of the Entity.

4.4 Additional Insureds. It permitted under applicable law,
the Entity shall have BII named as an additional insured on the Entity's
professional liability insurance programs.

4.5 Indemnification. The Entity shall indemnify, hold harmless
and defend BII, its officers, directors, shareholders, members and employees,
from and against any and all liabilities, losses, damages, claims, causes of
action, and expenses (including reasonable attorneys' fees), whether or not
covered by insurance, caused or asserted to have been caused, directly or
indirectly, by or as a result of the performance of medical services or the
performance of any intentional acts, negligent acts or omissions by the Entity
and/or its affiliates, shareholders, members, agents, employees, surgeons and/or
subcontractors (other than BII) prior to and after the date of this Agreement
and throughout the term hereof. BII shall indemnify, hold harmless and defend
the Entity, and its directors, shareholders, members and employees, from and
against any and all liabilities, losses, damages, claims, causes of action, and
expenses (including reasonable attorneys' fees), caused or asserted to

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<PAGE> 10

have been caused, directly or indirectly, by or as a result of the performance
of any intentional acts, negligent acts or omissions by BII, a BII Affiliate
and/or their members, shareholders, agents, employees and/or subcontractors
(other than the Entity) during the term of this Agreement.

V. TERM AND TERMINATION

5.1 Term of Agreement. This Agreement shall commence on the
date BII closes the sale of $25,000,000 of BII's common stock in an initial
public offering (the "IPO") pursuant to a registration statement on Form S-1
(the "Effective Date"), and shall expire on the twentieth (20th) anniversary
thereof unless earlier terminated pursuant to the terms hereof.

5.2 Termination by the Entity. The Entity may terminate this
Agreement as follows:

a. In the event of the filing of a petition in voluntary
bankruptcy or an assignment for the benefit of creditors by
BII, or upon other action taken or suffered, voluntarily or
involuntarily, under any federal or state law for the benefit
of debtors by BII, except for the filing of a petition in
involuntary bankruptcy against BII which is dismissed within
ninety (90) days thereafter, the Entity may give written
notice of the immediate termination of this Agreement.

b. In the event BII shall materially default in the
performance of any duty or obligation imposed upon it by this
Agreement and such default shall continue for a period of
ninety (90) days after written notice thereof has been given
to BII by the Entity (which notice shall contain specific
details of the reason for such default), the Entity may
terminate this Agreement; provided, however, if the nature of
such default is such that cure is not capable within said
90-day period, then BII shall have such additional time as may
be required to effect and complete such cure provided that BII
shall commence such cure within the aforesaid 90-day period
and shall prosecute such cure to completion with reasonable
diligence.

c. In the event that a "Change in Control" (as herein defined)
occurs with respect to BII, the Entity may, within ten (10)
days after the expiration of the Approval Period (as herein
defined), terminate this Agreement by providing five (5) days
prior written notice to BII. For purposes of this Section,
"Change in Control" means an acquisition or aggregation of any
voting securities of BII by a "person" (as defined in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934)
immediately after which such person is or becomes the
beneficial owner, directly or indirectly, of 15% or more of

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the combined voting power of BII's then outstanding voting
securities; provided, however, that no acquisition or
aggregation of BII's voting securities shall be deemed a
"Change in Control" if such acquisition or aggregation (i) has
the prior approval of BII's board of directors, or (ii) is
approved by BII's board of directors within 60 days after BII
receives notice of such acquisition or aggregation (the
"Approval Period").

5.3 Termination by BII. BII may terminate this Agreement as
follows:

a. In the event of the filing of a petition in voluntary
bankruptcy or an assignment for the benefit of creditors by
the Entity, or upon other action taken or suffered,
voluntarily or involuntarily, under any federal or state law
for the benefit of debtors by the Entity, except for the
filing of an involuntary petition in bankruptcy against the
Entity which is dismissed within thirty (30) days thereafter,
BII may give written notice of the immediate termination of
this Agreement.

b. In the event the Entity shall materially default in the
performance of any duty or obligation imposed upon it by this
Agreement, and such default shall continue for a period of
thirty (30) days after written notice thereof has been given
to the Entity by BII, BII may terminate this Agreement.

5.4 Actions after Termination. Upon termination of this
Agreement by either party for any reason other than a default by the Entity or
upon expiration of this Agreement, the Entity may, and upon termination of this
Agreement by BII due to the reasons set forth in Section 5.3(b) hereof, the
Entity shall:

a. Purchase all improvements, additions or leasehold
improvements which have been made by BII and which relate
solely to the performance of its obligations under this
Agreement at adjusted book value;

b. Assume all debt and all contracts, payables and leases
which are obligations of BII and which relate solely to the
performance of its obligations under this Agreement or the
properties subleased by BII; and

c. Purchase from BII at adjusted book value all of the
equipment of the Center, including all replacements and
additions thereto made by BII pursuant to the performance of
its obligations hereunder, and all other assets, including
inventory and supplies, tangibles and intangibles (including
but not limited to accounts receivable), set forth on the
balance sheet prepared for the month most recently ended prior
to the date of such termination in accordance with GAAP to
reflect operations of the Center, depreciation, amortization
and other adjustments of assets shown on such balance sheet.

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<PAGE> 12

5.5 Closing of Repurchase by the Entity and Effective Date of
Termination. Unless another form of payment is agreed to by BII at such time,
the Entity shall pay cash to BII for (i) the assets repurchased pursuant to
Section 5.4 and (ii) an amount equal to the Consulting Fee that would have been
payable hereunder for services rendered to patients by the Entity prior to the
termination of this Agreement; provided, however, that such cash Consulting Fee
payment shall only be made as payment for such services as are actually
collected by the Entity. The amount of the purchase price shall be reduced by
the amount of debt and liabilities of BII assumed by the Entity and shall also
be reduced by any payment BII has failed to make under this Agreement. The
Entity and any Surgeon associated with the Entity shall execute such documents
as may be required to assume the liabilities set forth in Section 5.4(c) and
shall use its best efforts to remove BII from any liability with respect to such
repurchased assets and with respect to any property leased or subleased by BII.
The closing date for the repurchase shall be determined by the Entity, but shall
in no event occur later than 180 days from the date of the notice of
termination. The termination of this Agreement shall become effective upon the
closing of the sale of the assets and the Entity and BII shall be released from
the restrictive covenants provided for in Section 2.9 on the closing date. From
and after any termination, each party shall provide the other party with
reasonable access to books and records then owned by it to permit such
requesting party to satisfy reporting and contractual obligations which may be
required of it.

5.6 Patient Records. Upon termination of this Agreement, the
Entity shall retain all patient medical records maintained by the Entity or BII
in the name of the Entity. During the term of this Agreement, and thereafter,
the Entity or its designee shall have reasonable access during normal business
hours to the Entity's and BII's records, including, but not limited to, records
of collections, expenses and disbursements as kept by BII in performing BII's
obligations under this Agreement, and the Entity may copy any or all such
records.

VI. INDEPENDENT CONTRACTOR

6.1 Entity's Control Over Medical Services. Notwithstanding
the authority granted to BII herein, BII and the Entity agree that the Surgeons,
personally or through any Medical Employees or agents, shall have complete
control and supervision over the business aspects of the Entity's practice, as
well as the provision of all professional services, including, without
limitation, the selection of a course of treatment for a patient, the procedures
or materials to be used as a part of such course of treatment, and the manner in
which such course of treatment is carried out by the Surgeon(s). The Surgeon(s)
shall have sole authority to direct the business, professional, and ethical
aspects of the surgical practice. BII will have no authority, directly or
indirectly, to perform, and will not perform, any medical function, or to
influence or otherwise interfere with the exercise of the Surgeon(s)
professional judgment. BII may, however, advise the Entity as to the
relationship

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between its performance of surgical functions and the overall administrative and
business functions of its practice.

6.2 Independent Relationship. The Entity and BII intend to act
and perform as independent contractors, and the provisions hereof are not
intended to create any partnership, joint venture, agency or employment
relationship between the parties.

6.3 Other Professionals. No provision of this Agreement is
intended to limit BII's right, authority, or ability under applicable law to
contract with other physicians, or to employ, contract with, or enter into any
partnership or joint venture with any healthcare professional, provided that the
exercise of such right, authority or ability does not contravene the terms of
this Agreement.

6.4 Patient Care. Nothing in this Agreement is intended to
interfere, or shall be construed as interfering, in any way with the
Surgeon(s)'s ability to independently exercise professional and ethical judgment
in the performance of his patient care responsibilities.

VII. GENERAL PROVISIONS

7.1 Assignment. This Agreement shall be assignable by BII to
any person, firm or corporation that controls or is under common control with
BII. This Agreement shall not be assignable by the Entity. Subject to this
provision, this Agreement shall be binding upon the parties hereto, and their
successors and assigns.

7.2 Whole Agreement; Modification. There are no other
agreements or understandings, written or oral, between the parties regarding
this Agreement, the Exhibits and the Schedules, other than as set forth herein.
This Agreement shall not be modified or amended except by a written document
executed by both parties to this Agreement, and such written modification(s)
shall be attached hereto.

7.3 Notices. All notices required or permitted by this
Agreement shall be in writing and shall be addressed as follows:

To Better Image:

Better Image, Inc.
Two Midtown Plaza
Suite 1220
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attn: Jonathan E. Wilfong

- 13 -

<PAGE> 14

With a copy to:

King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Attn: Paul A. Quiros
Telecopier No.: (404) 898-1247
Telephone No.: (404) 898-1240

To the Entity:

or to such other address as either party shall notify the other.

7.4 Waiver of Provisions. Except as otherwise provided in this
Section 7.4, any waiver of any terms and conditions hereof must be in writing,
and signed by the parties hereto. The waiver of any of the terms and conditions
of this Agreement shall not be construed as a waiver of any other terms and
conditions hereof. The parties acknowledge that BII is not authorized or
qualified to engage in any activity which may be construed or deemed to
constitute the practice of medicine.

7.5 Governing Law. The validity, interpretation and
performance of this Agreement shall be governed by and construed in accordance
with the laws of the State of New York. To the extent any act or service
required of BII in this Agreement should be construed or deemed, by any
governmental authority, agency or court to constitute the practice of medicine,
the performance of said act or service by BII shall be deemed waived and forever
unenforceable and the provision of Section 7.12 shall be applicable.

7.6 Events Excusing Performance. Neither party shall be liable
to the other party for failure to perform any of the services required herein in
the event of strikes, lock-outs, calamities, acts of God, unavailability of
supplies or other events over which that party has no control for so long as
such events continue, and for a reasonable period of time thereafter.

7.7 Compliance with Applicable Laws. Both parties shall comply
with all applicable federal, state and local laws, regulations and restrictions
in the conduct of their obligations under this Agreement.

7.8 Severability. In the event that any provision of this
Agreement or the application thereof to any of the parties hereto or any
circumstance in any jurisdiction governing this Agreement shall, to any extent,
be invalid or unenforceable under any applicable statute, regulation or rule of
law, then such provision shall be deemed inoperative

- 14 -

<PAGE> 15

to the extent that it may conflict herewith and shall be deemed modified to
conform to such statute, regulation or rule of law, and the remainder of this
Agreement and the application of any such invalid or unenforceable provision to
parties, jurisdictions or circumstances other than to whom or to which it is
held invalid or unenforceable shall not be affected thereby nor shall the same
affect the validity or enforceability of any other provision of this Agreement.

7.9 Additional Documents. Each of the parties hereto agrees
to execute any document or documents that may be requested from time to time by
the other party to implement or complete such party's obligations pursuant to
this Agreement.

7.10 Attorneys' Fees. If legal action is commenced by either
party to enforce or defend its rights under this Agreement, the prevailing party
in such action shall be entitled to recover its costs and reasonable attorneys'
fees in addition to any other relief granted.

7.11 Confidentiality. Neither party hereto shall disseminate
or release to any third party any information regarding any provision of this
Agreement, or any financial information regarding the other (past, present or
future) that was obtained by the other in the course of the negotiation of this
Agreement or in the course of the performance of this Agreement, without the
other party's written approval; provided, however, the foregoing shall not apply
to information which is required to be disclosed by law, including federal or
state securities laws, or pursuant to court order.

7.12 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 for both parties in such
a manner as to indicate that the structure of this Agreement may be in violation
of such laws or regulations, the Entity and BII shall amend this Agreement as
necessary. To the maximum extent possible, any such amendment shall preserve the
underlying economic and financial arrangements between the Entity and BII.

7.13 Remedies Cumulative. No remedy set forth in this
Agreement or otherwise conferred upon or reserved to any party shall be
considered exclusive of any other remedy available to any party, but the same
shall be distinct, separate and cumulative and may be exercised from time to
time as often as occasion may arise or as may be deemed expedient.

7.14 Language Construction. The language in all parts of this
Agreement shall be construed, in all cases, according to the parties' intent and
the parties hereto 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.

- 15 -

<PAGE> 16

7.15 No Obligation to Third Parties. None of the obligations
and duties of BII or the Entity under this Agreement shall in any way or in any
manner be deemed to create any obligation of BII or of the Entity to, or any
rights in, any person or entity not a party to this Agreement.

7.16 Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same Agreement.

7.17 Singular and Plural; Gender. Where the context so
requires or permits, the use of the singular form includes the plural, and the
use of the plural form includes the singular, and the use of any gender includes
any and all genders.

- 16 -

<PAGE> 17

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.

ENTITY:

By:
--------------------------------
Name:
Title:

BII:

BETTER IMAGE, INC.

By:
--------------------------------
Jonathon E. Wilfong, Chairman

- 17 -

<PAGE> 1
EXHIBIT 10.10

FORM OF EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") dated as of
______________, 199__ by and between _______________________________, an
___________________ (the "Practice"), and _________________________, a licensed
surgeon (the "Surgeon").

W I T N E S S E T H:

WHEREAS, the Practice desires to employ the Surgeon and to be assured
of his services as such on the terms and conditions hereinafter set forth; and

WHEREAS, the Surgeon is willing to accept such employment on such terms
and conditions.

1. EMPLOYMENT.

(a) The Practice hereby employs the Surgeon to provide medical
services to the general public at the facility or facilities operated by the
Practice (the "Center"), as listed on Exhibit A attached hereto and incorporated
herein by reference, in accordance with the methods, procedures and processes
from time to time set forth by the Practice, to the extent permitted by
applicable law.

(b) The Surgeon shall faithfully and diligently discharge his
duties hereunder and shall devote his full business time, attention, skill, and
effort exclusively to the business and affairs of the Practice, subject to
vacations and to periods of illness. During the term of this Agreement (except
for stock or investments held by the Surgeon as of the date hereof), the Surgeon
shall not, directly or indirectly, as a partner, member, stockholder (beneficial
owner of five percent (5%) of stock), consultant, agent, joint venturer, lender,
individual proprietor, officer, director, employee or in any capacity
whatsoever, alone or in association with others, own, manage, operate, control
or participate in the ownership, management, operation or control of, or work
for or permit the use of Surgeon's name by, or be connected with in any manner
with, or contract to be provided services from any business, organization or
person in competition with the Practice or any of its affiliated organizations,
without the prior written consent of the Practice.

2. TERM OF EMPLOYMENT. Unless sooner terminated as provided in
Section 4 hereof, the Surgeon's employment shall be for an initial term of five
(5) years commencing on the date the Securities and Exchange Commission declares
effective BII's registration statement on Form S-1, as amended, for the sale of
BII's common stock in an initial public offering (the "IPO") and

<PAGE> 2

ending on the fifth (5th) anniversary thereof (the "Initial Term"). Upon
expiration of the Initial Term, this Agreement shall renew automatically
thereafter for additional one year terms, unless and until terminated as
provided in Section 4 hereof.

3. COMPENSATION.

(a) As compensation for services hereunder, the Practice shall
pay to the Surgeon a percentage as determined by the Practice of the amount of
Net Cash of the Center remaining after payment in full each month of (i) the
monthly Service Fee as defined in that certain Service Agreement, by and between
the Practice and BII, dated as of even date herewith (the "Service Agreement"),
and (ii) all expenses of the Center, including, without limitation, all Center
Expenses (as defined in the Service Agreement) and all malpractice insurance
premiums. As used herein, the term "Net Cash" shall mean all cash resulting from
the fees and charges for each month earned and collected by and on behalf of the
Center as a result of professional medical services personally furnished to
patients by the Surgeons and those under the Surgeons' supervision and other
fees and income generated, less any adjustments for refunds and other activities
that do not generate a collectible fee.

4. TERMINATION.

(a) Notwithstanding the provisions of Section 2 hereof, either
the Practice or the Surgeon may terminate the Surgeon's employment without cause
at any time after the expiration of the Initial Term by giving ninety (90) days
prior written notice to the other party to such effect. Practice may terminate
Surgeon's employment for "cause" (as defined in Section 4(b) below) and the
Surgeon may terminate employment pursuant to Section 4(c) below. Notice of
termination pursuant to Sections 4(b) or 4(c) shall indicate the basis for
termination. Upon termination of this Agreement for any reason, the Surgeon
shall purchase tail insurance coverage for a period of three (3) years at the
Surgeon's expense.

(b) For purposes of this Agreement, termination may be for
"cause" in the event of the occurrence of any of the following:

(i) The death of the Surgeon;

(ii) The physical or mental incapacity of the
Surgeon. The Surgeon shall be deemed to be physically or
mentally incapacitated for purposes of this paragraph if by
reason of any physical or mental incapacity the Surgeon has
been unable or it is deemed that the Surgeon will be unable
for a period of at least ninety (90) days to perform the
Surgeon's duties and responsibilities hereunder in a
reasonably satisfactory manner. In the event of any
disagreement between the Surgeon and the Practice about
whether the Surgeon is physically or mentally incapacitated
such as to permit the Practice to terminate the Surgeon's
employment pursuant to this paragraph, the question of such
incapacity shall be submitted to an impartial and reputable
physician selected by mutual agreement of the Surgeon and

<PAGE> 3

the Practice or, failing such agreement, selected by two
physicians (one of which shall be selected by the Practice and
the other by the Surgeon). The determination of the question
of such incapacity by such physician shall be final and
binding on the Surgeon and the Practice for purposes of this
Agreement. The Practice shall pay the reasonable fees and
expenses of such physician; or

(iii) Any of (A) the commission by the Surgeon of
willful misconduct which causes material harm to the Practice,
(B) the conviction of the Surgeon for the commission or
perpetration by the Surgeon of any felony or any act of fraud,
or (C) habitual absenteeism, chronic alcoholism, or drug
addiction; provided, however, that if any such habitual
absenteeism, chronic alcoholism, or drug addiction may
reasonably be cured, the Surgeon shall have a reasonable time,
not exceeding thirty (30) days, to cure such matter after
receiving notice thereof from the Practice.

(c) For purposes of this Agreement, the Surgeon may terminate
this Agreement in the event the Practice has committed a material breach of this
Agreement; provided, however, that if such matter may reasonably be cured, the
Practice shall have a reasonable time, not exceeding ninety (90) days, to cure
such matter after receiving notice thereof from the Surgeon.

5. PARTIAL RESTRAINT ON POST-TERMINATION COMPETITION.

(a) Practice expects to invest considerable time, effort, and
capital in enhancing the value and desirability of the skills of the Surgeon.
Both this investment and the Surgeon's individual compensation reflect the
Practice's expectation of receiving a considerable return from the exclusive use
of the Surgeon's services and know-how in the future, free from any danger that
Practice's competitors may attempt to induce the Surgeon to leave Practice and
wrongfully gain the benefit of Practice's investment. The partial restraint set
forth in subsection (b) of this Section 5 hereof does not, and cannot, provide
complete protection for Practice's investment, development efforts, and
proprietary information, but Practice believes that in combination with the
other provisions of this Agreement, it is the most fair and reasonable measure
permitted under applicable law to protect Practice's interests, giving due
regard to both the Surgeon's interests and the interests of Practice.

(b) Practice requires its surgeons to accept and observe the
following partial restraint on post-termination competition, which Surgeon
agrees to honor:

FOR A PERIOD OF TWO YEARS FOLLOWING THE TERMINATION OF YOUR
EMPLOYMENT, YOU MAY NOT (I) ENGAGE IN ANY NEWSPAPER, PRINT,
RADIO, TELEVISION OR ELECTRONIC ADVERTISING FOR YOUR SURGICAL
SERVICES IN THE BROADCAST COVERAGE AREA OF TELEVISION STATIONS
IN THE MARKET AREA WHERE THE CENTER COVERED BY THIS AGREEMENT
IS LOCATED, WITHOUT PRACTICE'S PRIOR WRITTEN CONSENT, (II)
ACTIVELY

<PAGE> 4

SOLICIT OR DIRECTLY MARKET YOUR SURGICAL SERVICES (OR THOSE OF ANY
OTHER PRACTICE WITH WHICH YOU ARE AFFILIATED OR EMPLOYED) TO
ANYONE WHO WAS YOUR PATIENT (OR A PATIENT OF THE PRACTICE) DURING
THE TERM OF THIS AGREEMENT, (III) PROVIDE SURGICAL SERVICES TO
PATIENTS WITHIN A TEN (10) MILE RADIUS OF THE CENTER, (IV)
ACTIVELY SOLICIT THE CENTER'S STAFF OR PATIENTS, OR (V) SOLICIT
REFERRALS FROM ANY PHYSICIAN WHO REFERRED ONE OR MORE PATIENTS TO
SURGEON OR THE PRACTICE WITHIN THE TWO YEARS PRIOR TO SUCH
TERMINATION.

The running of the two year period prescribed above shall be tolled and
suspended by the length of time Surgeon works in circumstances that a court of
competent jurisdiction subsequently finds to violate the terms of this partial
restraint.

6. CONFIDENTIAL INFORMATION. The Surgeon shall agree to maintain in
strict confidence, and not use or disclose except under the instruction of the
Practice, any confidential business information comprising confidential
information and/or a trade secret of the Practice or an Affiliate (as
hereinafter defined). Trade secrets are property rights protected by law and,
for purposes of this letter, shall have the meaning provided under applicable
Georgia law. Some of the information that the Practice treats as trade secrets
includes financial information (revenues, margins, assets, net income, etc.),
annual and long-range business plans, marketing plans and methods, account
invoices, training, educational, and administrative manuals, patient
information, employee lists, suppliers, wholesalers, and future business plans
of the Practice. Confidential information shall also include all information
regarding BII or any Affiliate, BII's or any Affiliate's activities, BII's or
any Affiliate's business or BII's or any Affiliate's customers or patients that
is not generally known to persons not employed by BII or an Affiliate, but that
does not rise to the level of a Trade Secret and that is not generally disclosed
by practice or authority of BII or an Affiliate to persons not employed by BII
or an Affiliate. Throughout the term of this Agreement and at all times after
the date that this Agreement terminates for any reason, Surgeon shall not
directly or indirectly transmit or disclose any confidential information or
trade secret to any person, concern or entity, and shall not make use of any
such trade secret, directly or indirectly, for himself or for others, except (i)
to the extent such disclosure is consistent with Surgeon's duties hereunder or
(ii) for a disclosure that is required by an law or regulation or court order,
in which latter case Surgeon shall provide BII prior written notice of such
disclosure and an opportunity to contest such disclosure. Upon expiration of the
Term of this Agreement or any termination of this Agreement, Surgeon will return
all trade secrets and all confidential information of the Practice or BII,
including without limitation, any documents, notes, analyses, compilations or
other materials incorporating or based on any trade secrets or confidential
information of the Practice or BII. As used in this Agreement, the term
"Affiliate" shall mean (i) each corporation or other business Practice directly
or indirectly controlling, controlled by, or under common control with the
Practice or BII, and (ii) each medical practice (except the Practice) to which
BII provides management or consulting services, the employees and principals of
such

<PAGE> 5

practices, and each corporation or other business Practice directly or
indirectly controlling, controlled by, or under common control with each such
practice or the principals thereof.

7. WAIVER. Any waiver of any term or condition or any amendment of
this Agreement shall be effective only if in writing and signed by the parties.
The waiver by either party of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any subsequent breach by either
party.

8. PUBLICITY. Following termination of the Surgeon's employment,
neither party will intentionally disparage or injure the reputation of the other
party. This obligation will include, in the Surgeon's case, refraining from
negative statements about the Practice's methods of doing business, the
effectiveness of its business policies, and the quality of any of its services
or personnel. In addition, neither party will make any statements regarding the
other or regarding the Surgeon's former employment with the Practice to any
member of the print or broadcast media except after mutual consultation.

9. PATIENT CARE. Nothing in this Agreement is intended to interfere,
or shall be construed as interfering, in any way with the Surgeon's ability to
independently exercise professional and ethical judgment in the performance of
his patient care responsibilities.

10. MISCELLANEOUS.

(a) This Agreement contains the entire agreement between the
Practice and the Surgeon with respect to the subject matter hereof and
supersedes all prior arrangements or understandings with respect hereto.

(b) The descriptive headings of this Agreement are for convenience
only and shall not control or affect the meaning or construction of any
provision.

(c) Notwithstanding any other term or provision of this Agreement,
all amounts payable to the Surgeon by the Practice hereunder shall be subject to
the withholding of such sums relating to taxes as the Practice may reasonably
determine it is required to withhold pursuant to any applicable law or
regulation.

(d) All notices pursuant to this Agreement shall be in writing and
sufficient if delivered personally or sent by facsimile (receipt confirmed),
overnight courier or registered or certified mail, postage prepaid, addressed as
follows:

<PAGE> 6

If to the Practice to:

----------------------

----------------------
Attn:
Facsimile:
Telephone:

If to the Surgeon to:

----------------------

----------------------
Facsimile:
Telephone:

Notice shall be effective upon delivery if delivered personally or sent by
facsimile (receipt confirmed), one (1) day after sent by overnight courier or
three (3) days after sent by registered or certified mail. Either party may by
written notice change the address to which notices to such party are to be
delivered or mailed.

(e) The parties acknowledge and agree that any legal remedies
for breach of this Agreement would be inadequate and irreparable harm shall be
presumed. The faithful observance of all covenants in this Agreement is an
essential condition to Surgeon's employment, and Practice is depending upon
absolute compliance herewith. Damages would be very difficult, if not
impossible, to ascertain if the Surgeon breaches this Agreement. Surgeon
acknowledges and agrees that any court of competent jurisdiction should
immediately enjoin any breach of this Agreement upon the request of Practice,
and Surgeon specifically releases Practice from the requirement of posting any
bond in connection with temporary or interlocutory injunctive relief, to the
extent permitted by law.

(f) This Agreement shall be governed by and construed in
accordance with the laws of the State of _____________ (without respect to its
rules of conflicts of law).

(g) This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same Agreement.

(h) In the event that any provision of this Agreement or the
application thereof to the Surgeon or any circumstance in any jurisdiction
governing this Agreement shall, to any extent, be invalid or unenforceable under
any applicable statute, regulation or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and shall be
deemed modified to conform to such statute, regulation or rule of law, and the
remainder of

<PAGE> 7

this Agreement and the application of any such invalid or unenforceable
provision to parties, jurisdictions or circumstances other than to whom or to
which it is held invalid or unenforceable shall not be affected thereby nor
shall the same affect the validity or enforceability of any other provision of
this Agreement.

(i) No remedy set forth in this Agreement or otherwise
conferred upon or reserved to any party shall be considered exclusive of any
other remedy available to any party, but the same shall be distinct, separate
and cumulative and may be exercised from time to time as often as occasion may
arise or as may be deemed expedient.

<PAGE> 8

IN WITNESS WHEREOF, the Practice and the Surgeon have executed this
Agreement under seal as of the day and year first above written.

PRACTICE:

------------------------------------

By:
---------------------------------
Name:
Title:

SURGEON:

------------------------------------

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to use of our report (and
all references to our Firm) included in this Registration Statement for The
Plastic Surgery Company.

ARTHUR ANDERSEN LLP
Atlanta, Georgia

June 23, 1999

<PAGE> 1
EXHIBIT 23.7

CONSENT

In accordance with Rule 438 under the Securities Act of 1933, as amended,
the undersigned consents to being named in this Registration Statement on Form
S-1 as a person who is about to become a director of The Plastic Surgery
Company.

June 24, 1999

/s/ RICHARD MLADICK, M.D.
-------------------------------
Richard Mladick, M.D., F.A.C.S.