<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>STOCK PURCHASE AGREEMENT

<TEXT>









                            STOCK PURCHASE AGREEMENT









                                  BY AND AMONG





                       FLORIDA CENTER FOR COSMETIC SURGERY



                                 AS THE COMPANY,



                                 BEVERLY REFKIN,



                                  PAUL REFKIN,



                                 STEVEN REFKIN,



                                       AND



                                  SHERMAN CLAY



                               AS THE SHAREHOLDERS







                                       AND







                           THE PLASTIC SURGERY COMPANY



                                    AS BUYER









                             DATED NOVEMBER 15, 2000



<PAGE>



                            STOCK PURCHASE AGREEMENT





         THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of November

15, 2000, by and among FLORIDA CENTER FOR COSMETIC SURGERY, a Florida

corporation (the "Company"), BEVERLY REFKIN, PAUL REFKIN, STEVEN REFKIN AND

SHERMAN CLAY (the "Shareholders" or "Sellers") and THE PLASTIC SURGERY COMPANY,

a Georgia corporation ("TPSC" or the "Buyer").



                                 R E C I T A L S

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



         A. The Company is the owner and operator of a cosmetic surgery center

located in Fort Lauderdale, Florida, and the licensor of a cosmetic surgery

center located in Kendall, Florida (collectively, the "Centers"), at which

surgeon(s) provide patient care (the "Business").



         B. Shareholders are the registered and beneficial owner of 100% of the

issued and outstanding shares of capital stock of Company, which are comprised

of 100 issued and outstanding shares of Common Stock (the "Shares").



         C. Sellers desire to sell to the Buyer, and the Buyer desires to

purchase from Sellers, on the terms and conditions hereinafter set forth in this

Agreement, the Shares.



                                A G R E E M E N T

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



         NOW, THEREFORE, in consideration of the terms, covenants, and

conditions hereinafter set forth, the parties hereto agree as follows:



         1. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of

this Agreement, on the Closing Date (as hereinafter defined), Buyer shall

purchase and accept from the Sellers, and the Sellers shall sell, transfer,

assign and deliver to Buyer, free and clear of any and all Liens and

Encumbrances (as hereinafter defined), the Shares.



         2. PURCHASE PRICE AND TERMS OF PAYMENT. As consideration for the sale

to Buyer of the Shares, and the Non-Competition Agreements described in Section

2.2 below, Sellers shall be entitled to receive from Buyer a purchase price of

Seven Million Dollars ($7,000,000) (the "Purchase Price").



                  2.1 PAYMENT OF PURCHASE PRICE. On the Closing Date, Buyer

shall pay the Purchase Price to Sellers in the manner hereinafter set forth in

this Section 2.1:



                           (a) CASH PAYMENTS. Buyer shall make a cash payment to

Sellers in the amount of Nine Hundred Thousand Dollars ($900,000) by wire

transfer in accordance with the wire instructions contained in SCHEDULE 2.1

hereto (the "Cash Payment").



                           (b) SECURED PROMISSORY NOTE. A portion of the

Purchase Price shall be payable by the issuance by Buyer to Sellers of secured

promissory notes, in the form attached hereto as EXHIBIT A (the "Secured

Promissory Notes"), in an aggregate principal amount of Four Million One Hundred

Thousand Dollars ($4,100,000), which shall accrue interest at a rate of 9% per

annum. The Secured Promissory Notes shall be payable in monthly payments of

interest only until the earlier of (i) the closing of a financing of the Company

in the amount of $4.0 million or more, or (ii) January 1, 2002 (the "Maturity

Date"), at which time all outstanding principal and accrued and unpaid interest

shall become due and payable. The Secured Promissory Notes shall be

collateralized with a first priority security interest in the assets of the

Company and a pledge of all of the Shares;



                                       1

<PAGE>



                           (c) UNSECURED PROMISSORY NOTE. A portion of the

Purchase Price shall be payable by the issuance by Buyer to Sellers of unsecured

promissory notes, in the form attached hereto as EXHIBIT B (the "Unsecured

Promissory Notes"), in an aggregate principal amount of One Million Dollars

($1,000,000), which shall accrue interest at a rate of 9% per annum. The

Unsecured Promissory Notes shall be payable over three years in equal monthly

installments of principal and interest, based upon a ten (10) year amortization

schedule, on the first day of each month commencing on December 1, 2000 and

continuing on the first day of each month thereafter to and including November

1, 2003, on which date all accrued and unpaid interest and the remaining balance

of the principal then outstanding shall be due and payable.



                           (d) ISSUANCE OF STOCK. The balance of the Purchase

Price shall be payable by the issuance of shares of common stock of TPSC to the

Sellers in the aggregate amount of $1,000,000 (the "Shares"). Subject to the

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