SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Section 14(a)-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under to Rule 14a-12

THE PLASTIC SURGERY COMPANY
----------------------------------------------------
(Name of Registrant as Specified In Its Charter)

----------------------------------------------------
(Name of Persons(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:___________

(2) Aggregate number of securities to which transaction applies:
_________________________

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):_______________________________

(4) Proposed maximum aggregate value of transaction: _________________________

(5) Total fee paid: _____________________________

[ ] Fee paid previously with preliminary materials: __________________________

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid: _______________________

(2) Form, Schedule or Registration Statement No.: ____________________________

(3) Filing Party: _________________________________

(4) Date Filed: __________________________________

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THE PLASTIC SURGERY COMPANY
509 East Montecito Street, Second Floor
Santa Barbara, California 93103
================================================================================

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 14, 2000

TO THE STOCKHOLDERS OF THE PLASTIC SURGERY COMPANY:

This notice is to notify you of the annual meeting of stockholders of The
Plastic Surgery Company, a Georgia corporation.

TIME: Saturday, October 14, 2000, at 5:00 p.m. Pacific Standard Time.

PLACE: Hyatt Regency Hotel
711 South Hope Street
Los Angeles, California 90071

PURPOSES:

1. To elect six (6) directors to serve until the 2001 annual meeting
and until their successors are elected and qualified;

2. To approve The Plastic Surgery Company 2000 Stock Compensation
Plan;

3. To ratify the appointment of Arthur Anderson LLP, certified
public accountants, as our independent auditors for the fiscal
year ending December 31, 2000; and

4. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.

These items are more fully described in the following pages.

Only stockholders of record at the close of business on the record date set
by the board of directors for the meeting, September 15, 2000, are entitled to
notice of and to vote at the meeting. Please also note that your shares cannot
be voted unless you are present at the meeting or your signed proxy is returned
or other arrangements are made to have your shares represented at the meeting.

Please fill in, sign, date, and return the enclosed proxy to Plastic
Surgery's transfer agent, Attn: Proxy Services, whether or not you expect to
attend the meeting. A return envelope is enclosed for your convenience.

By Order of the Board of Directors

/s/ Joseph E. Nida

Joseph E. Nida
Assistant Secretary

Santa Barbara, California
September 21, 2000

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PLEASE SIGN AND RETURN THE ENCLOSED PROXY

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

PROXY STATEMENT

Plastic Surgery's board is using this proxy statement to solicit proxies
from the holders of The Plastic Surgery Company common stock to be used at the
annual meeting of stockholders. This meeting will be held at 5:00 p.m. Pacific
Time. We are first mailing this proxy statement and the accompanying form of
proxy to Plastic Surgery stockholders on or about September 21, 2000.

MATTERS RELATING TO THE ANNUAL MEETING:

TIME AND PLACE: Saturday, October 14, 2000
5:00 p.m. Pacific Time
Hyatt Regency Hotel
711 South Hope Street
Los Angeles, California 90071

RECORD DATE: September 15, 2000

OUTSTANDING
SHARES HELD ON
RECORD DATE: 4,553,708 shares of common stock

SHARES ENTITLED
TO VOTE: 4,553,708 shares of common stock

QUORUM REQUIREMENT: A quorum of stockholders is necessary to hold
a valid meeting. The presence in person or
by proxy at the meeting of holders of shares
representing a majority of the votes of the
common stock entitled to vote at the meeting is
a quorum.

Abstentions and broker "non-votes" count as
present for establishing a quorum. Shares held by
Plastic Surgery in its treasury do not count
toward a quorum. A broker non-vote occurs on an
item when a broker is not permitted to vote on
that item without instruction from the beneficial
owner of the shares and no instruction is given.

SHARES BENEFICIALLY
OWNED BY PLASTIC SURGERY
OFFICERS AND DIRECTORS
ON SEPTEMBER 15, 2000: 1,381,070 shares of common stock, excluding
exercisable options. These shares represent in
total approximately 30.33% of the voting power
of Plastic Surgery's common stock.

These individuals have indicated that they will
vote in favor of the proposals recommended by
Plastic Surgery's board.

ANNUAL REPORT: The annual report to stockholders that
accompanies this proxy statement is not
proxy soliciting material. If you would like
an additional copy, please contact Plastic
Surgery at the address set forth below for
"company contact."

COMPANY CONTACT: You may contact Plastic Surgery for additional
information or copies of the annual report by
mailing us at:

509 East Montecito Street, Second Floor
Santa Barbara, California 93103
Attn: Investor Relations

Or telephoning us at: (805) 963-0400

THE PROPOSALS:

At the annual meeting, stockholders will be asked to consider and vote upon
three items as follows:

ITEM NO. 1. To elect six (6) directors to serve until the 2001 annual
meeting and until their successors are elected and
qualified;

ITEM NO. 2. To approve The Plastic Surgery Company 2000 Stock Compensation
Plan;

ITEM NO. 3. To ratify the appointment of Arthur Andersen LLP, certified
public accountants, as our independent auditors for the fiscal
year ending December 31, 2000; and

Stockholders will also be asked to transact such other business as may
properly come before the meeting or any adjournments or postponements thereof.

VOTE NECESSARY TO APPROVE THE PROPOSALS:

ITEM I, ELECTION
OF DIRECTORS: Directors are elected by a plurality of the votes
represented by the shares of common stock present
at the meeting in person or by proxy.

This means that the six director nominees with the most
affirmative votes are elected to fill the available
seats. Only the number of votes "FOR" affect the
outcome. Withheld votes and abstentions have no effect
on the vote.

Because six directors are up for election, the six
nominees with the greatest number of votes will be
elected to fill the vacancies on the board of
directors.

ITEM II, APPROVAL
OF THE 2000 STOCK
COMPENSATION PLAN: Approval of the 2000 Stock Compensation Plan requires
the affirmative vote of a majority of shares of common
stock present or represented at the meeting.
Abstentions have the same effect as a vote against
the 2000 Stock Compensation Plan.

ITEM III, RATIFICATION
OF INDEPENDENT
AUDITORS: Ratification of the selection of Arthur Andersen LLP
as Plastic Surgery's independent auditors for the 2000
fiscal year requires the affirmative vote of a
majority of shares of common stock present or
represented at the meeting. Abstentions have the same
effect as a vote against ratification of the board's
selection of Plastic Surgery's independent auditors.

Under New York Stock Exchange rules, which govern most brokers and the
rules of the National Association of Securities Dealers, Inc., if your broker
holds your shares in its name, your broker is permitted to vote your shares on
Items I, II and III even if it does not receive voting instructions from you.

The stockholders have no dissenters' or appraisal rights in connection with
any of Items I, II or III.

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The board of directors of Plastic Surgery believes that the election of each of
its director nominees in Item No. 1 and approval of Item No. 2 and Item No. 3
are in the best interests of Plastic Surgery and its stockholders and
unanimously recommends that the stockholders vote to elect each of the director
nominees in Item No. 1 and vote FOR Item No. 2 and FOR Item No. 3.
- --------------------------------------------------------------------------------

VOTING AND SOLICITATION OF PROXIES

PROXIES

Voting your proxy. You may vote in person at your meeting or by proxy. We
recommend you vote by proxy even if you plan to attend the meeting. You can
always change your vote at the meeting.

Voting instructions are included on your proxy card. If you properly give
your proxy and submit it to us in time to vote, one of the individuals named as
your proxy will vote your shares as you have directed. You may vote for or
withhold authority to vote for Plastic Surgery's director nominees. You may also
vote for or against the other proposal or abstain from voting.

If you submit your proxy but do not make specific choices, your proxy will
follow the board's recommendations and vote your shares:

o "FOR" the election of each of the director nominees;
o "FOR" the ratification of the 2000 Stock Compensation Plan;
o "FOR" the ratification of Arthur Andersen LLP as the independent
auditors for Plastic Surgery's 2000 fiscal year;
o "FOR" any proposal by Plastic Surgery's board to adjourn the
annual meeting; and
o In its discretion as to any other business as may properly come
before the annual meeting.

Revoking your proxy. You may revoke your proxy before it is voted by:

o submitting a new proxy with a later date;
o notifying our Secretary in writing at the address provided above
before the meeting that you have revoked your proxy; or
o voting in person at the meeting.

Voting in person. If you plan to attend a meeting and wish to vote in
person, we will give you a ballot at the meeting. You may be requested to
present documents for the purpose of establishing your identity. In addition, if
your shares are held in the name of your broker, bank or other nominee, you must
bring an account statement or letter from the nominee indicating that you are
the beneficial owner of the shares on September 15, 2000, the record date for
voting.

People with disabilities. We can provide reasonable assistance to help you
participate in the meeting if you tell us about your disability and your plan to
attend. Please call or write Plastic Surgery at least two weeks before the
meeting at the number or address on the second page of this proxy statement as
the "Company contact."

Confidential voting. Independent inspectors count the votes. Your
individual vote is kept confidential from us unless special circumstances exist.
For example, a copy of your proxy card will be sent to us if you write comments
on the card.

Proxy solicitation. We will pay our own costs of soliciting proxies. In
addition to this mailing, Plastic Surgery employees may solicit proxies
personally or by telephone.

The extent to which these proxy-soliciting efforts will be necessary
depends entirely upon how promptly proxies are submitted. You should send in
your proxy without delay. We also reimburse brokers and other nominees for their
expenses in sending these materials to you and getting your voting instructions.

OTHER BUSINESS; ADJOURNMENTS

We are not currently aware of any other business to be acted upon at the
meeting. If, however, other matters are properly brought before the meeting, or
any adjourned meeting, your proxies will have discretion to vote or act on those
matters according to their best judgment, including adjourning the meeting.

Adjournments may be made for the purpose of, among other things, soliciting
additional proxies. Any adjournment may be made from time to time by approval of
the holders of shares representing a majority of the votes present in person or
by proxy at the meeting, whether or not a quorum exists, without further notice
other than by an announcement made at the meeting. We do not currently intend to
seek an adjournment of our meeting.

A list of the stockholders of record as of the record date will be
available for examination during ordinary business hours at least ten days prior
to the annual meeting by any stockholder, for any purpose germane to the annual
meeting at our office at 509 East Montecito Street, Second Floor, Santa Barbara
California 93103-3259 (telephone (805) 963-0400).

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If you plan to attend the meeting, please mark the appropriate box on the proxy
card. Stockholders whose shares are held of record by brokers or other
institutions, will be admitted upon presentation of proper identification and
proof of ownership (e.g., a brokers' statement) at the door.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as to the shares of common stock
beneficially owned as of September 15, 2000 by:

o each person who beneficially owned more than five percent of the
outstanding common stock of Plastic Surgery;
o each director or director nominee;
o each of the CEO and each of the other four most highly
compensated executive officers whose annual compensation exceeded
$100,000; and
o all directors, directors nominees and officers as a group.

Subject to community property laws where applicable, the person(s) as to
whom the information is given had sole voting and investment power over the
shares of common stock shown as beneficially owned. The share numbers and
percentages are calculated on the basis of the number of outstanding securities
on the record date, which was September 15, 2000, plus securities underlying
each holder's options, warrants and securities convertible into common stock
which have been issued and were exercisable within sixty (60) days of the record
date, in accordance with SEC Rule 13d-3. Unless a person beneficially owns more
than one percent of the outstanding common stock, no percentage is presented in
the table. The address of all officers and directors is in care of Plastic
Surgery at 509 East Montecito Street, Second Floor, Santa Barbara, California
93103.

Number of Shares of Options, Warrants Percentage of
Common Stock and Convertible Common Stock
Name of Beneficial Owner Beneficially Owned Securities Beneficially Owned
Included in Total
- ------------------------------------------- -------------------- ------------------- --------------------

Jonathan E. Wilfong............................... 723,150(1) 715,000(2) 13.7%
Dennis E. Condon ................................. 191,850 185,600 4.0%
Patricia A. Altavilla............................. 57,975 57,800 1.3%
Joshua H. Levine ................................. 20,000 20,000 *
David H. Challoner................................ 1,350 1,000 *
Gunnar Sundstrom.................................. 20,000 20,000 *
William G. Armiger, M.D., F.A.C.S................. 409,949 -- 9.0%
Robert Ersek, M.D., F.A.C.S....................... 452,914 -- 9.9%
Mark Kaiser....................................... 10,000 10,000 *
John Schantz, M.D., F.A.C.S....................... 51,273 -- 1.1%
W. Grant Stevens, M.D., F.A.C.S................... 572,001 130,000(3) 12.3%
S.L. Schelesinger, M.D., F.A.C.S.................. 236,173 50,000 5.1%
All executive officers and directors as a
group (12 persons)........................... 2,509,112 1,189,400 44.1%

* less than 1%
(1) Includes 150 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.
(2) Includes 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 15,000 shares subject to presently exercisable warrants held by
his wife. Dr. Stevens disclaims beneficial ownership of the warrants held
by his wife.

BOARD OF DIRECTORS MEETINGS, REMUNERATION AND COMMITTEES

BOARD OF DIRECTORS

During fiscal 1999, the board of directors acted by written consent on one
occasion prior to our initial public offering. During fiscal 1999, the sole
director, Mr. Wilfong, participated in all actions of the board and during 2000
all directors other than Mr. Kaiser have attended or participated in at least
seventy-five percent (75%) of the meetings or actions by written consent of the
board, and of the meetings or actions by written consent of committees of the
board of which they were a member. Mr. Kaiser resigned from the board of
directors in August 2000 due to conflicting time demands. In addition to
attending meetings or acting by written consent, directors also discharge their
responsibilities by review of company reports to directors, visits to company
facilities, correspondence and telephone conferences with executive officers and
others regarding matters of interest and concern to Plastic Surgery.

COMPENSATION OF DIRECTORS

Members of the board are reimbursed for their out of pocket expenses for
each meeting attended, but otherwise serve without cash compensation. We adopted
the 1999 Non-Employee Director Stock Plan, pursuant to which each non-employee
director receives a non-discretionary grant to purchase 10,000 shares of common
stock upon his or her election or appointment to the board and, if the
non-employee director is serving as a non-employee director following the annual
meeting each year, an additional non-discretionary grant for the purchase of
10,000 shares of common stock.

BOARD COMMITTEES

The board appoints committees to help carry out its duties. In particular,
board committees work on key issues in greater detail than would be possible at
full board meetings. Each committee reviews the results of its meetings with the
full board. The board has established the following committees.

Audit Committee

There was no audit committee appointed for the year 1999. In the year 2000,
the following directors were appointed to the audit committee:

Jonathan Wilfong
John L. Schantz, M.D.

The audit committee was formed in 2000 following our initial public
offering and met on one occasion during the first six months of 2000. The
committee is responsible for accounting and internal control matters. The audit
committee:

o reviews with management, the internal auditors and the
independent auditors policies and procedures with respect to
internal controls;
o reviews significant accounting matters;
o approves the audited financial statements prior to public
distribution;
o approves any significant changes in accounting principles or
financial reporting practices;
o reviews independent auditor services; and
o recommends to the board of directors the firm of independent
auditors to audit Plastic Surgery's consolidated financial
statements.

In addition to its regular activities, the committee is available to meet
on call of the independent accountants, controller or internal auditor whenever
a special situation arises.

Compensation Advisory Committee

The compensation advisory committee is currently composed of the following
directors:

Jonathan Wilfong
W. Grant Stevens, M.D., F.A.C.S.

The compensation advisory committee (including for purposes of
administering Plastic Surgery's 2000 stock plans) was formed in 2000 following
our initial public offering and met on two occasions during the first six months
of 2000. The compensation advisory committee:

o recommends to the board of directors the compensation and cash
bonus opportunities based on the achievement of objectives set by
the compensation advisory committee with respect to our chairman
of the board and president, our chief executive officer and the
other executive officers;
o administers Plastic Surgery's compensation plans for the same
executives;
o determines equity compensation for all employees;
o reviews and approves the cash compensation and bonus objectives
recommended by the chairman of the board and president and the
chief executive officer for the other executive officers; and
o reviews various matters relating to employee compensation and
benefits.

Compensation Advisory Committee Interlocks and Insider Participation

All of the members of the board (consisting solely of Mr. Wilfong in 1999)
determined executive compensation prior to the formation of a compensation
committee on January 15, 2000, at which time, the board designated a
compensation committee composed of Messrs. Wilfong and Kaiser and Dr. Stevens.
Mr. Kaiser has subsequently resigned as a director. None of our executive
officers serves as a member of a compensation committee or as a director of any
entity of which our directors serve as an executive officer.

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 agreed to provide us with his
financial and general business services, and we agreed to pay Mr. Wilfong a
consulting fee of $428,000 for such services. This consulting fee was payable in
monthly installments of $8,000, with the balance, net of payments made through
September 30, 1998, payable at the effective date of our initial public
offering. From September 30, 1998 to the effective date of our initial public
offering, Mr. Wilfong was to receive monthly payments of $8,000. Mr. Wilfong
earned a bonus in 1998 of $150,000 payable upon the closing of the initial
public offering.

On May 13, 1999, we sold to Mr. Wilfong warrants to purchase 700,000 shares
of common stock at an exercise price per share equal to $2.50. The purchase
price was $.50 per share. We received a note from Mr. Wilfong in the amount of
$350,000 for the $.50 purchase price of the warrants. The note was full recourse
and was to mature three years from the date of issuance and accrue interest at a
rate of 8% per annum. The note was paid off prior to June 30, 1999 by an offset
to accrued compensation. On December 29, 1999, the board approved the purchase
of the warrants from Mr. Wilfong for the issuance (i) of a non-interest bearing
promissory note in the principal amount of $1,050,000 and (ii) warrants to
purchase 700,000 shares of common stock at $8.00 per share. The note provides

for repayment in monthly installments of $15,000 and prepayment without penalty
at any time or from time to time at the discretion of the board. The warrants
may be exercised in whole or in part for a five-year term beginning on the date
of issuance. We recorded a compensation charge of approximately $3.5 million in
1999 related to these transactions.

EXECUTIVE OFFICERS

Name Age Position
- ------------------------------------------ -------------------- -------------------------------------------

Dennis E. Condon...................... 51 President, Chief Executive Officers and
Director

Gunnar Sundstrom...................... 54 Chief Financial Officer

Joshua H. Levine...................... 41 Chief Development Officer

Patricia A. Altavilla................. 42 Executive Vice President of Marketing and
Business Planning

Dennis E. Condon, President, Chief Executive Officer and Director

Mr. Condon has served as our president and chief executive officer since
June 1998 and has served as a director since December 15, 1999. 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 Corporation's medical device
division, serving as vice president and controller since 1996.

Joshua H. Levine, Chief Development Officer

Mr. Levine has served as our chief development officer since February 2000.
From September 1998 through January 2000 he was the vice president of sales and
marketing for the aesthetics business at Mentor Corporation. From October 1996
through September 1998, Mr. Levine was the vice president of sales for Mentor's
aesthetics business. From January 1993 through September 1995, Mr. Levine was
the vice president-general manager of the home care division of Kinetic Concepts
Inc., a San Antonio based company.

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 Corporation, serving as vice president of marketing since 1993.

BOARD COMPENSATION ADVISORY COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The compensation committee is responsible for ensuring that a proper system of
short- and long-term compensation is in place to provide performance-oriented
incentives to management. Its report on compensation is as follows:

The compensation committee is responsible for administering our executive
compensation program. Until January 2000, we had no compensation committee or
other committee of the board of directors performing similar functions.
Decisions regarding the compensation of executive officers for all periods from
inception until then were made by our board of directors. Prior to January of
2000, our board consisted of Mr. Wilfong. The board of directors established a
compensation committee on January 15, 2000 consisting of Messrs. Wilfong and
Kaiser and Dr. Stevens. In August 2000, Mr. Kaiser resigned from the board.

Compensation Policy

The compensation committee has adopted the following general principles and
objectives which it considered in establishing executive compensation levels for
2000 and which it will use to guide future compensation decisions:

o Our compensation programs should be designed to attract and
retain highly qualified executives who will be critical to our
long-term success.

o A portion of the executive's total compensation should bear a
direct relationship to our operating performance and
profitability.

o Executives should be recognized and rewarded for high performance
and extraordinary results.

o Incentive compensation arrangements should provide executives
with an opportunity to acquire and increase direct ownership
interests in the company and motivate them to build stockholder
value by aligning their personal interests with stockholder
interests.

Executive Compensation Program

The compensation committee believes that a portion of the compensation paid
to executive officers should relate to both our short-term and long-term
profitability. Therefore, the executive officers' compensation program is
composed of base salary, bonus and long-term incentive compensation.

Base Salary and Bonus. Base salaries for Mr. Condon and Ms. Altavilla are
paid pursuant to employment agreements. Each of Messrs. Condon, Levine and
Sundstrom and Ms. Altavilla are eligible for an annual cash bonus of up to 30
percent of his or her annualized base salary. The individual bonus percentages
for 1999 were established by the compensation committee based upon each
officer's level of responsibility and his or her contributions toward improving
operating performance and profitability. The bonus percentages will be reviewed
annually by the compensation committee and may be adjusted in accordance with
these factors or others that the compensation committee determines to be
relevant at the time.

The compensation committee believes that the bonus portion of the executive
compensation program is effective in motivating our executive officers to
improve our current profitability. The compensation committee also believes that
an adequate base salary is necessary to retain effective executive officers and
to discourage management decisions which might improve short-term profitability
but may not always be in the our long-term best interest.

Long-Term Incentives. The compensation committee believes that, in addition
to the annual cash bonus arrangements, it is appropriate for us to provide
long-term incentive awards to motivate the executive officers to improve our
long-term profitability and create value for the stockholders. In 1999, Messrs.
Condon and Sundstrom and Ms. Altavilla received grants of options for the
purchase of common stock of 300,000, 100,000 and 150,000 shares, respectively.
In February of 2000, Mr. Levine received a grant of options for the purchase of
100,000 shares of common stock.

Compensation of the Chief Executive Officer. Compensation arrangements for
Mr. Condon as president and chief executive officer were determined based on his
employment agreement with respect to base salary and long-term compensation and
based on consideration of the factors described above with respect to the bonus
amounts.

Section 162(m) of the Internal Revenue Code. Section 162(m) of the Internal
Revenue Code, added as part of the Omnibus Budget Reconciliation Act of 1993,
imposes a limitation on deductions that can be taken by a publicly held
corporation for compensation paid to certain of its executives. Under Section
162(m), a deduction is denied for compensation paid in a tax year beginning on
or after January 1, 1994, to a corporation's chief executive officer or any of
its other four most highly compensated officers to the extent that such
compensation exceeds $1 million. Certain performance-based compensation,
however, is specifically exempt from the deduction limit.

The compensation committee's current policy with respect to the Section
162(m) limitations is to preserve the federal income tax deductibility of
executive compensation payments when it is appropriate and in our best interests
and our stockholders. For the foreseeable future, the compensation committee
does not expect Section 162(m) to have any practical effect on our compensation
program. However, the committee reserves the right to approve the payment of
nondeductible compensation in the future if it deems such payment to be
appropriate.

Compensation Committee

Jonathan Wilfong, Chairman
W. Grant Stevens, M.D., F.A.C.S.

EXECUTIVE COMPENSATION

The following table sets forth information with respect to all compensation
earned, whether paid or accrued, in the fiscal years ended December 31, 1997,
1998 and 1999, for services rendered in all capacities to us by our chief
executive officer and the other four most highly compensated officers earning in
excess of $100,000. We were incorporated in April 1997 and did not conduct any
operations prior to that time.

Annual Long-Term
Compensation Compensation
-------------------------------------- -----------------------------------------
Other
Annual
Name and Salary Bonus Compensation Underlying Options
Principal Position Year ($) ($) ($) (# of Shares)
- --------------------------------- -------- ----------- ------------ -------------- -------------------

Dennis E. Condon 1999 $200,000 $218,334 $12,500(1) 400,000
President, Chief Executive 1998 $100,000 $30,000 -- 600
Officer and Director......... 1997 -- -- -- --

1999 $32,000 $700,000 -- 350,000
Jonathan E. Wilfong 1998 $144,000 $150,000 -- --
Chairman of the Board...... 1997 $187,250 $192,750 -- --

Patricia Altavilla 1999 $158,750 $91,250 $8,750(2) 160,000
Executive Vice President of 1998 $47,747 $15,000 -- 300
Marketing and Business Planning 1997 -- -- -- --

Gunnar Sundstrom

Chief Financial Officer...... 1999 $78,500 $73,563 -- 100,000

1999 $125,000 -- -- --
David H. Challoner 1998 $195,000 -- -- --
Chief Development Officer(3) 1997 $52,500 -- -- 1,000

(1) Includes accrued compensation of $12,500 used to pay off notes for the
purchase of our warrants by the officers in May 1999.
(2) Includes other compensation of $8,750.
(3) David Challoner resigned his employment with Plastic Surgery as chief
development officer effective as of November 1999.

OPTION GRANTS IN 1999

The following table sets forth information as of December 31, 1999 and the
year then ended concerning stock options granted to the named executives. No
options or stock appreciation rights were exercised during the year.

- --------------------------------------------------------------------------------
Option Grants in Last Fiscal Year
- --------------------------------------------------------------------------------

Potential Realizable
Number of % of Total Value at Assumed
Securities Options Annual Rates of
Underlying Granted to Stock Price Appreciation for
Options Employees Option Term (1)
Granted During Exercise Price Expiration __________________________________
Name (# of shares) the Year ($/share) Date 5% (2) 10% (2)
____________________________ _____________ __________ ______________ ___________ _______________ ______________

Dennis E. Condon......... 300,000 49.6% $ 8.00 12/15/04 $ 88,750 $740,495

Patricia A. Altavilla.... 150,000 24.8% $ 8.00 12/15/04 44,375 370,247

David Challoner (3)...... -- -- -- -- -- --

Gunnar Sundstrom......... 100,000 16.5% $ 8.00 12/15/04 29,583 246,832
- -----------

(1) In accordance with Securities and Exchange Commission rules, these columns
show gains that might exist for the respective options, assuming that the
market price of Plastic Surgery common stock appreciates from the date of
grant over a period of 10 years at the annualized rates of 5% and 10%,
respectively. If the stock price does not increase above the exercise price
at the time of exercise, realized value to the named executives from these
options will be zero.
(2) Based on the closing price of $6.50 per share of common stock on December
31, 1999.
(3) Mr. Challnor resigned his employment as chief development officer effective
as of November 1999, and under his employment agreement, forfeited any
right to any options.

AGGREGATE OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES

The following table sets forth information as to option holdings for the
fiscal year ended December 31, 1999 with respect to each of the named executive
officers. No options or stock appreciation rights were exercised during the
year.

- --------------------------------------------------------------------------------
Options Exercises in Last Fiscal Year and Fiscal Year-End Option Values

- --------------------------------------------------------------------------------
Name Number of Securities Underlying Unexercised Options at December 31, 1999 (#)
- ----------------------------------------------------------------------------------------------------------------------
Exercisable Unexercisable
------------------------------- -----------------------------

Dennis E. Condon................................. 60,300 240,000
Patricia A. Altavilla............................ 30,300 120,000
David Challoner(1)............................... -- --
Gunnar Sundstrom................................. 20,000 80,000

(1) Mr. Challoner resigned his employment as chief development officer
effective as of November 1999, and under his employment agreement,
forfeited the right to any option grants.

EMPLOYMENT AGREEMENTS

Each surgeon who is an equity holder in a practice or who provides plastic
surgery services through a practice on an average of more than 10 days a month
executed, either at the time of execution of the business services agreement or
thereafter, an employment agreement with the practice. Each employment agreement
generally provides that the surgeon will perform professional services for the
practice over periods ranging from five to 25 years, with automatic renewal for
additional one-year terms. After the expiration of the initial term, either the
practice or the surgeon may terminate the employment agreement at any time
without cause by giving 90 days prior written notice. Each surgeon's
compensation is a percentage of net cash collected by the practice after the
payment of the service fee and all operating expenses of the practice, with the
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.

The employment agreement is between the surgeon and the practice and we are
not a party to the employment agreement. The parties to the employment agreement
can amend the employment agreement without our consent. The practice, however,
entered into a business services agreement with us that requires the practice to
enter into the employment agreements, in the form attached to the business
services agreement, with all owners of the practice or any surgeon who performs
surgery for the practice for at least 10 days a month. If the practice or the
surgeon modifies the employment agreement in a way that causes the practice to
breach any of the terms of the business services agreement, we are entitled to
enforce the terms of the business services agreement against the practice. We
cannot guarantee that the surgeon will complete the five- or 25-year term or
renew his or her employment at the end of the term. If the surgeon does not
complete his or her employment terms or does not renew his or her contract, our
revenues will be adversely affected.

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 10 days a month is required to execute, either at the time of execution of
the business services agreement or thereafter, an employment agreement with the
allied practice. Each employment agreement generally provides that the allied
surgeon will perform professional services for the allied practice over a period
of five years, with automatic renewal for additional one-year terms. After the
expiration of the initial term, either the allied practice or the allied surgeon
may terminate the employment agreement at any time without cause by giving 90
days' prior written notice. Each allied surgeon's compensation is 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 the
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 any
allied practice is located.

We entered into employment agreements with Messrs. Condon and Levine and
Ms. Altavilla providing for annual base salaries of $200,000, $150,000 and
$150,000, respectively, with 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. Mr. Sundstrom was granted a bonus of $15,000 payable upon closing of the
initial public offering, and Mr. Levine was granted a signing bonus of $48,000
payable $4,000 per month during his first year of employment with us. We also
granted Mr. Condon and Ms. Altavilla options to purchase 600 and 300 shares of

common stock, respectively, at an exercise price of $500.00 per share with the
options vesting on June 15, 1998 and August 1, 1998, respectively. These options
have since been cancelled. Additionally, we granted at the closing of the
initial public offering options for the purchase of common stock to each of
Messrs. Condon and Sundstrom and Ms. Altavilla for 300,000, 100,000 and 150,000,
shares, respectively, at an exercise price of $8.00 per share. Twenty percent of
these options vested upon the effective date of the initial public offering and
the remainder vest 20% per year on each of the first four anniversary dates of
that effective date. In February of 2000, we granted options to Mr. Levine for
the purchase of 100,000 shares of common stock, at an exercise price of $6.75
per share. Twenty percent of these options vested upon the date of his
employment and the remainder vest 20% per year on each of the first four
anniversary dates of that date. 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. We 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 us 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:

o severance pay in the amount of two times annual base salary;
o base salary accrued but unpaid from the last monthly payment date
to the date of termination;
o specified expense reimbursements;
o a pro-rata portion of the annual maximum bonus for the year in
which the termination occurs; and
o two times the amount of the bonus actually earned 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.

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

We entered into an employment agreement with Mr. Challoner to serve as
chief development officer, providing for an annual base salary of $150,000 and
eligibility for a cash bonus of up to 30% of his base salary if certain annual
financial performance targets were met. Upon the effective date of the initial
public offering, we were to grant Mr. Challoner options to purchase 150,000
shares of common stock at an exercise price of $8.00 per share. The options were
to vest 20% upon the effective date of the initial public offering with the
remainder to vest 20% per year on each of the first four anniversary dates of
that date. As of January 15, 2000, Mr. Challoner resigned his employment with us
effective November 1999 as chief development officer and Mr. Challoner forfeited
the right to receive the grant of options at the initial public offering. Mr.
Challoner signed an agreement with us, effective as of January 15, 2000,
allowing for the payment of his accrued salary over a six-month period.

EMPLOYEE STOCK OPTION PLANS

We have adopted the 1998 Employee Stock Option Plan and the 1999
Non-Employee Director Stock Plan. We intend to register the shares of common
stock issuable upon exercise of options granted under these plans under the
Securities Act. Upon registration, such shares will be eligible for resale in
the public market, subject to applicable rules and regulations of the Securities
Act. Some of those shares are presently eligible for resale under Rule 701 under
the Securities Act.

1998 Employee Stock Option Plan

The board has adopted and the stockholders have approved the 1998 Employee
Stock Option Plan. Awards under the 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.

Up to 840,000 shares of common stock may be issued under the employee plan,
subject to certain anti-dilution provisions. At the closing of our initial
public offering, options for the purchase of 655,000 shares of common stock had
been granted to certain officers and employees at an exercise price equal to the
price to the public in the offering. These options vested 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. As of September 15, 2000, options to purchase an
additional 750,000 shares of common stock had been granted at a weighted average
exercise price of $8.00 per share. Each of these options vests 20% on the date
of grant and 20% on each of the first through fourth anniversaries thereafter.

1999 Non-Employee Director Stock Plan

The board has adopted and the stockholders have approved the 1999
Non-Employee Director Stock Plan. Awards under this plan are to be granted to
non-employee directors to purchase shares of our common stock.

Up to 280,000 shares of common stock may be issuable under the non-employee
director plan. Each person who is elected or appointed a non-employee director
will be granted a non-discretionary option to purchase 10,000 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
stockholders meeting each year will receive a non-discretionary option to
purchase 10,000 shares of common stock. Options issued to non-employee directors
under this plan will be non-qualified stock options, and will expire 10 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 is administered by the compensation committee of the
board. The non-employee 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Simultaneously with and as a condition to the closing of the initial public
offering, we acquired certain operating assets of, or the stock of 16 founding
practices in exchange for cash and shares of our common stock. These
transactions were accounted for under Staff Accounting Bulletin 48 "Transfers of
Nonmonetary Assets by Promoters and Shareholders," with the assets recorded at
historical cost. Concurrently, we entered into business services agreements with
these founding practices. In addition, we acquired nine other founding
practices. These transactions were accounted for at the fair value of the
assets. Each of these transactions were 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 paid by us
to these founding practices upon closing of the initial public offering was
approximately $35.7 million, consisting of 2,999,734 shares of our common stock
and approximately $6.6 million in cash and the delivery of approximately $5.1
million in promissory notes. The cash portion of the consideration was paid from
proceeds received by us in the initial public offering. Drs. Ersek, Schantz and
Stevens, all of whom were our directors as of the closing of the offering,
received 452,914, 51,273 and 441,601 shares of our common stock, respectively,
$452,914, $51,274 and $441,601 in cash, respectively, and $452,914, $51,274, and
$441,601 in promissory notes, respectively, as a result of the acquisition of
their founding practices. Drs. Armiger and Schlesinger received 409,949 and
185,973 shares of our common stock, and $1,069,898 and $110,347 in cash,
respectively, as a result of the acquisition of their founding practices. Dr.
Schlesinger also received $103,698 in a promissory note. The consideration that
we agreed to pay each of the founding practices of Drs. Armiger, Ersek, Schantz,
Schlesinger and Stevens was calculated in the same manner as the consideration
for each of the other founding practices.

Upon the closing of the acquisition of the founding practices, we entered
into a business services agreement with each of Drs. Armiger, Ersek, Schantz,
Schlesinger and Stevens. The business services agreements provide that each
practice will pay our fees based on a percentage of the net cash collected by
that practice. Our revenue consists of the sum of the service fee and amounts
equal to the operating expenses of the practice assumed by us under the business
services agreements. The operating expenses of the practice that are our
responsibility and which we are legally obligated to pay include the following:

o salaries, benefits, payroll taxes, workers compensation, health
insurance and other benefit plans, and other direct expenses of
non-medical employees that are our employees located at the
practice;
o direct costs of all employees or consultants that provide
services to each practice's office;
o medical and office supplies;
o lease or rent payments, utilities, telephone and maintenance
expenses for practice facilities;
o property taxes on our assets located at the practice offices;
o property, casualty and liability insurance premiums, excluding
malpractice insurance which is the responsibility of the
practice;
o surgeon recruiting expenses; and
o advertising and expenses attributable to the promotion of
practice offices.

We assume all of these expenses and pay the third-party provider of the
goods and services. The practice retains the responsibility for payment of any
and all direct employment expenses, including benefits, for any surgeon or other

employee that we are prohibited from employing by applicable law. In addition,
the practice retains responsibility for the payment of expenses for continuing
education, seminars, professional licenses, professional membership dues and
malpractice insurance and all other expenses of any surgeon.

Under a consulting agreement that terminated on September 30, 1998, we paid
Mr. Challoner $110,500 and issued him a warrant to purchase 1,000 shares of
common stock at $250.00 per share, exercisable on or before October 1, 2002.

On May 13, 1999, we sold to Messrs. Wilfong and Condon and Ms. Atlavilla
warrants to purchase an aggregate of 1,390,204 shares of common stock at an
exercise price per share of $2.50. The purchase price for the warrants 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 were full recourse notes that were to mature three years from the date
of issuance and accrue interest at a rate of 8% per annum. The notes were
subsequently paid off prior to June 30, 1999, by an offset to accrued
compensation owed to the holders. 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 compensation charges in
December 1999 of approximately $3.5 million related to these transactions, based
on the fair value of our common stock on the date of issuance of $8.93 per
share.

On December 29, 1999, the board approved the purchase of the warrants from
Mr. Wilfong for the issuance (i) of a non-interest bearing promissory note in
the principal amount of $1,050,000 and (ii) warrants to purchase 700,000 shares
of common stock at $8.00 per share. The note provides for repayment in monthly
installments of $15,000 and prepayment without penalty at any time or from time
to time at the discretion of the board. The warrants may be exercised in whole
or in part for a five-year term beginning on the date of issuance.

In connection with our initial public offering, we granted warrants to
purchase an aggregate of 137,750 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 initial public 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. Ellenby, 12,000 to Dr. Jewett, 30,000 to Dr.
Schlesinger, and 12,000 to Dr. Singer for referring allied surgeons to us for
affiliation. We recorded expense related to these warrants at the closing of the
initial public 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 initial public offering, for referring allied
surgeons to us. We recorded expense related to these warrants at the closing of
the initial public 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 stock splits, stock dividends or any other
reorganization of our outstanding stock. We recorded 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 was payable upon the
completion of our initial public offering.

Prospective Loan Guaranty $250,000

Mr. Condon has issued a continuing personal guaranty of a $250,000 line of
credit in favor of Plastic Surgery. At September 15, 2000 there was no
outstanding balance on the line of credit.

STOCKHOLDER RETURN PERFORMANCE GRAPH

The following line graph compares the yearly percentage change in
cumulative stockholder return on the common stock with (a) the performance of
the Standard & Poor's 500 Stock Index, a broad equity market indicator, and (b)
the performance of a peer group of 20 comparable companies selected by Plastic
Surgery. The graph compares the percentage change in the return on the common
stock from December 10, 1999, the date of our initial public offering to
December 31, 1999. The stock price performance graph assumes an investment of
$100.00 on December 10, 1999 in Plastic Surgery and in each of these indices and
reinvestment of any dividends. Stock price performance as presented is not
necessarily indicative of future results.

COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG THE PLASTIC SURGERY COMPANY, THE S&P 500 STOCK INDEX,
AND PEER GROUP INDEX

[GRAPHIC OMITTED]

DECEMBER 10, 1999 DECEMBER 31, 1999
----------------- -----------------

PLASTIC SURGERY 100.00 81.25
S&P 500 100.00 105.89
PEER GROUP 100.00 81.94

The peer group consists of 20 publicly owned and exchange-traded companies
with similar market capitalization as Plastic Surgery. The market capitalization
criteria used in determining a peer group was selected by Plastic Surgery for
stockholder return comparative purposes, as there is no published industry or
line-of-business index comparable to the industry or line-of-business of Plastic
Surgery.

===============================================================================
ITEM NO. 1
ELECTION OF DIRECTORS
================================================================================

The by-laws of Plastic Surgery authorize not more than nine (9) nor less
than five (5) members of the board. Effective January 15, 2000, the board by
resolution fixed the number of members at six (6) until changed. Unless
otherwise instructed, proxy holders will vote the proxies received by them for
the election of six (6) nominees named below, each to serve until the next
annual meeting of stockholders and until the director's successor is elected and
qualified. If any stockholder gives notice in accordance with our certificate of
incorporation and applicable law of his or her intention to cumulate votes, then
all stockholders may cumulate votes. If such notice is given, the proxy holders
will vote the proxies received by them cumulatively in their discretion.

The nominees for director to be elected by the stockholders are currently
members of the board. If elected, the nominees will hold office until the annual
meeting of stockholders in 2001, and until his or her successor is duly elected
and qualified.

Positions with Plastic
Name Age Director Since Surgery Committees
- -------------------------------- ------- ------------- ----------------------------- -----------------------

Jonathan E. Wilfong...................51. 1997 Chairman of the Board Audit, Compensation

Dennis E. Condon......................51. 2000 President; Chief Executive
Officer; Director

William G. Armiger, M.D...............53. 2000 Director

Robert A. Ersek, M.D..................61. 2000 Director

John C. Schantz, MD...................58. 2000 Director Audit

W. Grant Stevens, M.D.................46. 2000 Director Compensation

If any nominee is unable to or declines to serve as a director at the time
of the annual meeting, the proxy holders will vote the shares which they
represent for a nominee designated by the present board to fill the vacancy,
unless the board, to the extent permitted, reduces the number of directors. It
is not presently expected that any nominee will be unable or will decline to
serve as a director.

Information Concerning the Nominees for Election

Set forth below is information with respect to the nominees for election to
the board of 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

William G. Armiger, M.D., F.AC.S. Director

Dr. Armiger has served as a director since January 15, 2000. Dr. Armiger
has been practicing plastic surgery since 1976. From 1984 to present, Dr.
Armiger has served as director of the Chesapeake Plastic Surgery Center in
Baltimore, Maryland. He is a member of the American Medical Association, the
American Society of Plastic and Reconstructive Surgeons and the American Society
of Aesthetic Plastic Surgeons, as well as several other professional societies.
Dr. Armiger is certified by both the American Board of Surgery and the American
Board of Plastic Surgery. He is a fellow of the American College of Surgeons,
and served as president and governor of the Maryland Chapter from 1990 to 1995.
Dr. Armiger received his M.D. in 1972 from the University of Maryland School of
Medicine, performed a general surgery internship at the University of Maryland
Hospital, a residency in general surgery where he was appointed chief resident
at St. Agnes Hospital in Baltimore, Maryland, a plastic surgery residency at
Strong Memorial Hospital in Rochester, New York, and a post graduate fellowship
in head and neck reconstructive surgery and oncology at the Roswell Memorial
Institute in Buffalo, New York.

Robert A. Ersek, M.D., F.A.C.S., Director

Dr. Ersek has served as a director since December 15, 1999. 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. 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.

John C. Schantz, M.D., F.A.C.S., Director

Dr. Schantz has served as a director since December 15, 1999. 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 served as a director since December 15, 1999. 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 Diplomat 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.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION
OF THE SIX (6) NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT.

================================================================================
ITEM NO. 2
PROPOSAL TO APPROVE THE PLASTIC SURGERY COMPANY
2000 STOCK COMPENSATION PLAN
================================================================================

The board has determined that it is in the best interests of Plastic
Surgery and its stockholders to adopt The Plastic Surgery Company 2000 Stock
Compensation Plan (described below). In July 2000, the board adopted the plan
and reserved 1,000,000 shares of common stock for issuance under the plan,
subject to stockholder approval. A copy the complete plan is attached as
Appendix A.

SUMMARY DESCRIPTION OF THE PLASTIC SURGERY COMPANY 2000 STOCK COMPENSATION PLAN

General. The purpose of the plan is to attract and retain the best
available personnel for positions of substantial responsibility with Plastic
Surgery, to provide additional incentive to the employees and consultants of
Plastic Surgery and its subsidiaries and to promote the success of our business.
Options granted under the plan may be either "incentive stock options" or
nonstatutory stock options. Stock purchase rights may also be granted under the
plan.

Administration. The plan may generally be administered by the board or a
committee appointed by the board. The plan administrator may make any
determinations deemed necessary or advisable for the plan.

Eligibility. Nonstatutory stock options and stock purchase rights may be
granted under the plan to employees, directors and consultants of Plastic
Surgery and any parent or subsidiary of Plastic Surgery. Incentive stock options
may be granted only to employees. The plan administrator, in its discretion,
selects the employees, directors and consultants to whom options and stock
purchase rights may be granted, the time or times at which such options and
stock purchase rights shall be granted, and the exercise price and number of
shares subject to each grant.

Limitations. Section 162(m) of the Internal Revenue Code places limits on
the deductibility for federal income tax purposes of compensation paid to
certain executive officers of Plastic Surgery. In order to preserve our ability
to deduct the compensation income associated with options granted to such
persons, the plan provides that no employee may be granted, in any fiscal year,
options and stock purchase rights to purchase more than 500,000 shares of common
stock. Notwithstanding this limit, however, in connection with such individual's
initial employment with us, he or she may be granted options and stock purchase
rights to purchase up to an additional 500,000 shares of common stock.

Terms and Conditions of Options. Each option is evidenced by a stock option
agreement between Plastic Surgery and the optionee, and is subject to the
following terms and conditions:

o Exercise Price. The plan administrator determines the exercise
price of options at the time the options are granted. The
exercise price of an incentive stock option may not be less than
100% of the fair market value of the common stock on the date
such option is granted; provided, however, that the exercise
price of an incentive stock option granted to a 10% stockholder
may not be less than 110% of the fair market value on the date
the option is granted. The fair market value of the common stock
is generally determined with reference to the closing sale price
for the common stock (or the closing bid if no sales were
reported) on the last market trading day prior to the date the
option is granted.

o Exercise of Option; Form of Consideration. The plan administrator
determines when options become exercisable, and may in its
discretion, accelerate the vesting of any outstanding option. The
means of payment for shares issued upon exercise of an option is
specified in each option agreement. The plan permits payment to
be made by cash, check, promissory note, other shares of common
stock of Plastic Surgery (with some restrictions), cashless
exercises, any other form of consideration permitted by
applicable law, or any combination thereof.

o Term of Option. The term of an incentive stock option may be no
more than ten (10) years from the date of grant; provided,
however, that in the case of an incentive stock option granted to
a 10% shareholder, the term of the option may be no more than
five (5) years from the date of grant. No option may be exercised
after the expiration of its term.

o Termination of Service. If an optionee's service relationship
terminates for any reason (excluding death or disability), then
the optionee generally may exercise the option within three
months of such termination to the extent that the option is
vested on the date of termination and the option agreement does
not provide otherwise (but in no event later than the expiration
of the term of such option as set forth in the option agreement).
The plan administrator has the discretion to increase the
three-month period. Unless otherwise determined by the plan
administrator, if an optionee's service relationship terminates
due to the optionee's disability, the optionee generally may
exercise the option within 12 months from the date of such
termination. Unless otherwise determined by the plan
administrator, if an optionee's service relationship terminates
due to the optionee's death, the optionee's estate or the person
who acquires the right to exercise the option by bequest or
inheritance generally may exercise the option within 12 months
from the date of such termination.

o Nontransferability of Options. Unless otherwise determined by the
plan administrator, options granted under the plan are not
transferable other than by will or the laws of descent and
distribution, and may be exercised during the optionee's lifetime
only by the optionee.

o Other Provisions. The stock option agreement may contain other
terms, provisions and conditions not inconsistent with the plan
as may be determined by the plan administrator.

Stock Purchase Rights. In the case of stock purchase rights, unless the
plan administrator determines otherwise, the restricted stock purchase agreement
shall grant Plastic Surgery a repurchase option exercisable upon the voluntary
or involuntary termination of the purchaser's employment with us for any reason
(including death or disability). The purchase price for shares repurchased
pursuant to the restricted stock purchase agreement shall be the original price
paid by the purchaser and may be paid by cancellation of any indebtedness of the
purchaser to us. The repurchase option shall lapse at a rate determined by the
plan administrator.

Adjustments Upon Changes in Capitalization. In the event that the stock of
Plastic Surgery changes by reason of any stock split, reverse stock split, stock
dividend, combination, reclassification or other similar change in the capital
structure effected without the receipt of consideration, appropriate adjustments
shall be made in the number of shares of stock subject to the plan, the number
of shares of stock subject to any option or stock purchase right outstanding
under the plan, and the exercise price of any such outstanding option or stock
purchase right.

In the event of a liquidation or dissolution, any unexercised options or
stock purchase rights will terminate. The plan administrator may, in its sole
discretion, provide that each optionee shall have the right to exercise all or
any part of the option or stock purchase right, including shares as to which the
option or stock purchase right up until ten (10) days prior to such transaction.

In the event of a merger with or into another corporation, or the sale of
substantially all of the assets, the optionee shall fully vest in and have the
right to exercise the option or stock purchase right as to all of the optioned

stock, including shares as to which it would not otherwise be vested or
exercisable, at the discretion of the plan administrator. The plan administrator
may allow for each outstanding option and stock purchase right to be assumed or
an equivalent option or right substituted by the successor corporation or a
parent or subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option or stock
purchase right, the optionee shall fully vest in and have the right to exercise
the option or stock purchase right as to all of the optioned stock, including
shares as to which it would not otherwise be vested or exercisable. In such
event, the plan administrator is to notify the optionee that the option or stock
purchase right is fully exercisable for thirty (30) days from the date of the
notice and that the option or stock purchase right terminates upon expiration of
that period.

Amendment and Termination of the Plan. The board may amend, alter, suspend
or terminate the plan, or any part of the plan, at any time and for any reason.
However, we shall obtain stockholder approval for any amendment to the plan to
the extent necessary and desirable to comply with applicable law. No such action
by the board or stockholders may alter or impair any option or stock purchase
right previously granted under the plan without the written consent of the
optionee. Unless terminated earlier, the plan to terminate ten years from the
date the plan was adopted by the board.

FEDERAL INCOME TAX CONSEQUENCES

Incentive Stock Options. The optionee recognizes no taxable income when an
incentive option is granted, and no taxable income is generally recognized at
the time the option is exercised. The optionee will, however, recognize taxable
income in the year in which the purchased shares are sold or otherwise disposed
of. For federal tax purposes, dispositions are divided into two categories, (i)
qualifying and (ii) disqualifying. A qualifying disposition occurs if the sale
or other disposition is made after the optionee has held the shares for more
than two years after the option grant date and more than one year after the
exercise date. If either of these two holding periods is not satisfied, then a
disqualifying disposition will result.

If the optionee makes a disqualifying disposition of the option shares,
then we will be entitled to an income tax deduction, for the taxable year in
which the disposition occurs, equal to the excess of (i) the fair market value
of the disposed shares on the option exercise date over (ii) the exercise price
paid for the shares. In no other instance will we be allowed a deduction with
respect to the optionee's disposition of the incentive option shares.

Non-Statutory Options. Non-statutory options under the plan are classified,
for federal tax purposes, as non-qualified stock options. The federal income tax
treatment for non-qualified stock options under the plan is as follows:

o Upon the grant of a non-qualified stock option, an optionee
generally recognizes no taxable income. Generally, the optionee
will recognize ordinary income in the year in which the option is
exercised. The amount of ordinary income will equal the excess of
the fair market value of the purchased shares on the exercise
date over the exercise price paid for the shares. That amount
increases the grantee's basis in the stock acquired pursuant to
the exercise of the non-qualified option. The optionee is
required to satisfy the tax withholding requirements applicable
to that income. Upon a subsequent sale of the stock, the grantee
will incur short-term or long-term gain or loss depending upon

the grantee's holding period for the shares and upon the shares'
subsequent appreciation or depreciation in the value.

o We will be entitled to an income tax deduction equal to the
amount of ordinary income recognized by the optionee with respect
to the exercised non-qualified option. The deduction generally
will be allowed for by us in the taxable year that the optionee
recognizes the ordinary income.

Stock Purchase Rights. Stock purchase rights will generally be taxed in the
same manner as non-statutory stock options. However, restricted stock is subject
to a "substantial risk of forfeiture" within the meaning of Section 83 of the
Code, because we may repurchase the stock when the purchaser ceases to provide
services to us. As a result of this substantial risk of forfeiture, the
purchaser will not recognize ordinary income at the time of purchase. Instead,
the purchaser will recognize ordinary income on the dates when the stock is no
longer subject to a substantial risk of forfeiture (i.e., when our right of
repurchase lapses). The purchaser's ordinary income is measured as the
difference between the purchase price and the fair market value of the stock on
the date the stock is no longer subject to the right of repurchase.

The purchaser may accelerate to the date of purchase his or her recognition
of ordinary income, if any, and begin his or her capital gains holding period by
timely filing (i.e., within 30 days of purchase), an election pursuant to
Section 83(b) of the Code. In such event, the ordinary income recognized, if
any, is measured as the difference between the purchase price and the fair
market value of the stock on the date of purchase, and the capital gain holding
period commences on such date. The ordinary income recognized by a purchaser who
is an employee will be subject to tax withholding by us. Different rules may
apply if the purchaser is also an officer, director, or 10% stockholder of
Plastic Surgery.

The foregoing is only a summary of the effect of federal income taxation
upon optionees and Plastic Surgery with respect to the grant and exercise of
options under the plan. It does not purport to be complete, and does not discuss
the tax consequences of the employee's or consultant's death or the provisions
of the income tax laws of any municipality, state or foreign country in which
the employee or consultant may reside.

As described above, the employees of Plastic Surgery and its subsidiaries
who will receive grants under the plan and the size of the grants are generally
to be determined by the plan administrator in its discretion. Thus, it is not
possible either to predict the benefits or amounts that will be received by or
allocated to particular individuals or groups of employees.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE PLASTIC
SURGERY COMPANY 2000 STOCK COMPENSATION PLAN.

================================================================================
ITEM NO. 3
PROPOSAL TO RATIFY APPOINTMENT OF
PLASTIC SURGERY'S INDEPENDENT PUBLIC ACCOUNTANTS
================================================================================

The board has appointed, subject to ratification by the stockholders,
Arthur Andersen LLP as our independent public accountants for the fiscal year
ending December 31, 2000. Arthur Andersen LLP has been our independent auditor
since 1999. The board believes that the continuation of Arthur Andersen LLP as
our independent public accountants is beneficial to us and our stockholders.

Representatives of Arthur Andersen LLP are not expected to be present at
the annual meeting. However, we anticipate that representatives will be
available by telephone and will have the opportunity to address the meeting, if
they so desire, and respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS ITEM.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and any persons who own more than ten percent of the
common stock, to file with the SEC initial reports of ownership and reports of
changes in ownership of common stock. Such persons are required by the SEC
regulations to furnish us with copies of all Section 16(a) forms filed. To our
knowledge, based solely on a review of the copies of such reports furnished to
us and written representations that no other reports were required, during the
year ended December 31, 1999, all such Section 16(a) filing requirements were
complied with.

OTHER MATTERS

We are unaware of any other matters to be presented at the annual meeting,
but if any other matters should properly come before the meeting, it is intended
that the persons named in the accompanying proxy will vote the proxy in
accordance with their judgment.

STOCKHOLDER PROPOSALS FOR THE 2001 PROXY STATEMENT

Any stockholder proposal for Plastic Surgery's annual meeting in 2001 must
be sent to the Secretary at the address of Plastic Surgery's principal executive
office given under "company contact" on page 2. Any stockholder who wishes to
present a proposal for the inclusion in the proxy statement for action at the
2001 annual meeting must comply with Plastic Surgery's certificate of
incorporation and bylaws and the rules and regulations of the SEC then in
effect. The deadline for receipt of a proposal to be considered for inclusion in
Plastic Surgery's proxy statement is December 31, 2000. Additionally, management
proxy holders for our 2001 annual meeting will have discretionary authority to
vote on any stockholder proposal that is presented at such annual meeting, but
that is not included in our proxy statement, unless notice of such proposal is
received by the Secretary on or before February 26, 2001. On request, the
Secretary will provide detailed instructions for submitting proposals.

- --------------------------------------------------------------------------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE SIGN THE PROXY AND RETURN IT IN
THE ENCLOSED STAMPED ENVELOPE
- --------------------------------------------------------------------------------

THE PLASTIC SURGERY COMPANY

ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 14, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR USE AT THE 2000
ANNUAL MEETING OF STOCKHOLDERS OF THE PLASTIC SURGERY COMPANY. The undersigned
hereby appoints Jonathan E. Wilfong and Joseph E. Nida, and each of them, as
proxies, each with the power to appoint his substitutes, and hereby authorizes
them to represent and to vote, as designated on the reverse side and in
accordance with their judgment upon any other matter properly presented, all the
shares of common stock of The Plastic Surgery Company held of record by the
undersigned at the close of business on September 15, 2000, at the annual
meeting of stockholders to be held on October 14, 2000 or any adjournment or
postponement thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES NAMED HEREIN AS A DIRECTOR OF PLASTIC SURGERY, FOR THE RATIFICATION OF
THE PLASTIC SURGERY 2000 STOCK COMPENSATION PLAN, AND FOR RATIFICATION OF ARTHUR
ANDERSEN LLP AS PLASTIC SURGERY'S INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2000.

Should any nominee decline or be unable to accept his nomination to serve as a
director, an event that we do not currently anticipate, the persons named in the
enclosed proxy reserve the right, in their discretion, to vote for a substitute
nominee designated by the board of directors.

PLEASE MARK, SIGN, DATE AND RETURN THIS FORM PROMPTLY IN THE ENCLOSED ENVELOPE.

SEE REVERSE

SIDE

[X] PLEASE MARK YOUR
VOTES AS INDICATED IN
THIS EXAMPLE.

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted FOR the election of the nominees named herein and FOR Items 2 and 3.

1. ELECTION OF DIRECTORS:
(to serve until the 2001 Annual Meeting of Stockholders).

Nominees: 1. Jonathan E. Wilfong
2. Dennis E. Condon
3. William G. Armiger, M.D.
4. Robert A. Ersek, M.D.
5. John C. Schantz, M.D.
6. W. Grant Stevens, M.D.

(Instructions: To withhold authority to vote for any indicated nominee, write
the number(s) of the nominee(s) in the space provided below.)

EXCEPT, for vote withheld from the following nominee(s):
------------------------

2. The proposal to approve The Plastic Surgery Company 2000 Stock Compensation
Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. The proposal to ratify the appointment of Arthur Andersen LLP as The
Plastic Surgery Company's independent auditors for fiscal year 2000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

Please indicate by a [ ] check mark whether you plan to attend the annual
meeting.

PLEASE SIGN YOUR NAME BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE THE FULL TITLE OR
CAPACITY. IF A CORPORATION, PLEASE SIGN IN CORPORATE NAME BY AN
AUTHORIZED OFFICER AND GIVE TITLE. IF A PARTNERSHIP, PLEASE SIGN
IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.

------------------------------------------------
PRINT NAME OF STOCKHOLDER

------------------------------ ----------------
SIGNATURE(S) DATE

APPENDIX A

================================================================================

THE PLASTIC SURGERY COMPANY
2000 STOCK COMPENSATION PLAN
================================================================================

1. Purposes of the Plan. The purposes of this 2000 Stock Compensation Plan are:

o To attract and retain the best available personnel for positions of
substantial responsibility;
o To provide additional incentive to Employees, Directors and
Consultants; and
o To promote the success of The Plastic Surgery Company business.

Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant. Stock Purchase Rights may also be granted under the Plan. The Plan is
intended to supersede and replace all existing Company stock option plans (the
"Existing Plans"), except to the extent of options outstanding under the
Existing Plans.

2. Definitions. As used herein, the following definitions shall apply:

(a) "Administrator" means the Board or any of its Committees as shall be
administering the Plan, in accordance with Section 4 of the Plan.

(b) "Applicable Laws" means the requirements relating to the administration
of stock option plans under U. S. state corporate laws, U.S. federal and state
securities laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any foreign country
or jurisdiction where Options or Stock Purchase Rights are, or will be, granted
under the Plan.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means a committee of Service Providers appointed by the
Board in accordance with Section 4. of the Plan.

(f) "Common Stock" means the common stock of the Company.

(g) "Company" means The Plastic Surgery Company a Georgia corporation.

(h) "Consultant" means any person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services to such entity.

(i) "Director" means a member of the Board.

(j) "Disability" means total and permanent disability as defined in Section
22(e)(3) of the Code.

(k) "Employee" means any person, including Officers and Directors, employed
by the Company or any Parent or Subsidiary of the Company. A Service Provider
shall not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor. For purposes
of Incentive Stock Options, no such leave may exceed ninety days, unless
reemployment upon expiration of such leave is guaranteed by statute or contract.
If reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, on the 181st day of such leave any Incentive Stock Option
held by the Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option. Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.

(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(m) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

(i) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the
NASDAQ National Market or The NASDAQ SmallCap Market of The
NASDAQ Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last
market trading day prior to the time of determination, as
reported in The Wall Street Journal or such other source as the
Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on the
last market trading day prior to the day of determination, as
reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or

(iii)In the absence of an established market for the Common Stock, the
Fair Market Value shall be determined in good faith by the
Administrator.

(n) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

(o) "Nonstatutory Stock Option" means an Option not intended to qualify as
an Incentive Stock Option.

(p) "Notice of Grant" means a written or electronic notice evidencing
certain terms and conditions of an individual Option or Stock Purchase Right
grant. The Notice of Grant is part of the Option Agreement.

(q) "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

A-2

(r) "Option" means a stock option granted pursuant to the Plan.

(s) "Option Agreement" means an agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.

(t) "Option Exchange Program" means a program whereby outstanding Options
are surrendered in exchange for Options with a lower exercise price.

(u) "Optioned Stock" means the Common Stock subject to an Option or Stock
Purchase Right.

(v) "Optionee" means the holder of an outstanding Option or Stock Purchase
Right granted under the Plan.

(w) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

(x) "Plan" means The Plastic Surgery Company 2000 Stock Compensation Plan.

(y) "Restricted Stock" means shares of Common Stock acquired pursuant to a
grant of Stock Purchase Rights under Section 11 of the Plan.

(z) "Restricted Stock Purchase Agreement" means a written agreement between
the Company and the Optionee evidencing the terms and restrictions applying to
stock purchased under a Stock Purchase Right. The Restricted Stock Purchase
Agreement is subject to the terms and conditions of the Plan and the Notice of
Grant.

(aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.

(bb) "Section 16(b) " means Section 16(b) of the Exchange Act.

(cc) "Service Provider" means an Employee, Director or Consultant.

(dd) "Share" means a share of the Common Stock, as adjusted in accordance
with Section 13 of the Plan.

(ee) "Stock Purchase Right" means the right to purchase Common Stock
pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

(ff) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the
Plan, the maximum aggregate number of Shares that may be optioned and sold under
the Plan is One Million (1,000,000) Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.

A-3

If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option or Right, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. Different Committees with
respect to different groups of Service Providers may
administer the Plan.

(ii) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted
hereunder as "performance-based compensation" within the
meaning of Section 162(m) of the Code, the Plan shall be
administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

(iii)Rule 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3.

(iv) Other Administration. Other than as provided above, the Plan
shall be administered by (A) the Board or (B) a Committee,
which committee shall be constituted to satisfy Applicable
Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan, and
in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Options and Stock
Purchase Rights may be granted hereunder;

(iii)to determine the number of shares of Common Stock to be
covered by each Option and Stock Purchase Right granted
hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Option or Stock Purchase Right
granted hereunder. Such terms and conditions include, but
are not limited to, the exercise price, the time or times
when Options or Stock Purchase Rights may be exercised
(which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option or Stock

A-4

Purchase Right or the shares of Common Stock relating
thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

(vi) to reduce the exercise price of any Option or Stock Purchase
Right to the then current Fair Market Value if the Fair
Market Value of the Common Stock covered by such Option or
Stock Purchase Right shall have declined since the date the
Option or Stock Purchase Right was granted;

(vii) to institute an Option Exchange Program;

(viii) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;

(ix) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of
qualifying for preferred tax treatment under foreign tax
laws;

(x) to modify or amend each Option or Stock Purchase Right
(subject to Section 15(c) of the Plan), including the
discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise
provided for in the Plan;

(xi) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be
issued upon exercise of an Option or Stock Purchase Right
that number of Shares having a Fair Market Value equal to
the amount required to be withheld. The Fair Market Value of
the Shares to be withheld shall be determined on the date
that the amount of tax to be withheld is to be determined.
All elections by an Optionee to have Shares withheld for
this purpose shall be made in such form and under such
conditions as the Administrator may deem necessary or
advisable;

(xii)to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option or
Stock Purchase Right previously granted by the
Administrator;

(xiii) to make all other determinations deemed necessary or
advisable for administering the Plan.

(c) Effect of Administrator's Decision. The Administrator's decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options or Stock Purchase Rights.

5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Service Providers. Incentive Stock Options may be granted only to
Employees.

A-5

6. Limitations.

(a) Each Option shall be designated in the Option Agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Optionee during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options. For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they
were granted. The Fair Market Value of the Shares shall be determined as of the
time the Option with respect to such Shares is granted.

(b) Neither the Plan nor any Option or Stock Purchase Right shall confer
upon an Optionee any right with respect to continuing the Optionee's
relationship as a Service Provider with the Company, nor shall they interfere in
any way with the Optionee's right or the Company's right to terminate such
relationship at any time, with or without cause.

(i) No Service Provider shall be granted, in any fiscal year of
the Company, Options to purchase more than 500,000 Shares.

(ii) In connection with his or her initial service, a Service
Provider may be granted Options to purchase up to an
additional 500,000 Shares, which shall not count against the
limit set forth in subsection (i) above.

(iii)The foregoing limitations shall be adjusted proportionately
in connection with any change in the Company's
capitalization as described in Section 13.

(iv) If an Option is cancelled in the same fiscal year of the
Company in which it was granted (other than in connection
with a transaction described in Section 13), the cancelled
Option will be counted against the limits set forth in
subsections (i) and (ii) above. For this purpose, if the
exercise price of an Option is reduced, the transaction will
be treated as a cancellation of the Option and the grant of
a new Option.

7. Term of Plan. Subject to Section 19 of the Plan, the Plan shall become
effective upon its adoption by the Board. It shall continue in effect for a term
of ten (10) years unless terminated earlier under Section 15 of the Plan.

8. Term of Option. The term of each Option shall be stated in the Option
Agreement. In the case of an Incentive Stock Option, the term shall be ten (10)
years from the date of grant or such shorter term as may be provided in the
Option Agreement. Moreover, in the case of an Incentive Stock Option granted to
an Optionee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Option Agreement.

A-6

9. Option Exercise Price and Consideration.

(a) Exercise Price. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no
less than 110% of the Fair Market Value per Share on
the date of grant.

(B) granted to any Employee other than an Employee
described in paragraph (A) immediately above, the per
Share exercise price shall be no less than 100% of the
Fair Market Value per Share on the date of grant.

(ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator. In
the case of a Nonstatutory Stock Option intended to qualify
as "performance-based compensation" within the meaning of
Section 162(m) of the Code, the per Share exercise price
shall be no less than 100% of the Fair Market Value per
Share on the date of grant;

(iii)Notwithstanding the foregoing, Options may be granted with
a per Share exercise price of less than 100% of the Fair
Market Value per Share on the date of grant pursuant to a
merger or other corporate transaction.

(b) Waiting Period and Exercise Dates. At the time an Option is granted,
the Administrator shall fix the period within which the Option may be exercised
and shall determine any conditions that must be satisfied before the Option may
be exercised.

(c) Form of Consideration. The Administrator shall determine the acceptable
form of consideration for exercising an Option, including the method of payment.
In the case of an Incentive Stock Option, the Administrator shall determine the
acceptable form of consideration at the time of grant. Such consideration may
consist entirely of:

(i) cash;

(ii) check;

(iii) promissory note;

(iv) other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for
more than six months on the date of surrender, and (B) have
a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said
Option shall be exercised;

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(v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection
with the Plan;

(vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the
Optionee's participation in any Company-sponsored deferred
compensation program or arrangement;

(vii) any combination of the foregoing methods of payment; or

(viii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable
Laws.

10. Exercise of Option.

(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Unless the Administrator provides otherwise, vesting of
Options granted hereunder shall be tolled during any unpaid leave of absence. An
Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) written
or electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided
in Section 13 of the Plan.

Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, other than upon the Optionee's death or
Disability, the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). In the absence of
a specified time in the Option Agreement, the Option shall remain exercisable
for three (3) months following the Optionee's termination or at the discretion
of the Committee, if longer. If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.

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(c) Disability of Optionee. If an Optionee ceases to be a Service Provider
as a result of the Optionee's Disability, the Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement to the
extent the Option is vested on the date of termination (but in no event later
than the expiration of the term of such Option as set forth in the Option
Agreement). In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee's
termination or at the discretion of the Committee, if longer. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan,
unless the Administrator determines the unvested Shares exercisable. If, after
termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

(d) Death of Optionee. If an Optionee dies while a Service Provider, the
Option may be exercised within such period of time as is specified in the Option
Agreement (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee's estate or by a person
who acquires the right to exercise the Option by bequest or inheritance, but
only to the extent that the Option is vested on the date of death. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's termination or at
the discretion of the Committee, if longer. If, at the time of death, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall immediately revert to the Plan, unless the
Administrator determines the unvested shares exercisable. The Option may be
exercised by the executor or administrator of the Optionee's estate or, if none,
by the person(s) entitled to exercise the Option under the Optionee's will or
the laws of descent or distribution. If the Option is not so exercised within
the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

(e) Buyout Provisions. The Administrator may at any time offer to buy out
for a payment in cash or Shares an Option previously granted based on such terms
and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

11. Stock Purchase Rights.

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone,
in addition to, or in tandem with other awards granted under the Plan and/or
cash awards made outside of the Plan. After the Administrator determines that it
will offer Stock Purchase Rights under the Plan, it shall advise the offeree in
writing or electronically, by means of a Notice of Grant, of the terms,
conditions and restrictions related to the offer, including the number of Shares
that the offeree shall be entitled to purchase, the price to be paid, and the
time within which the offeree must accept such offer. The offer shall be
accepted by execution of a Restricted Stock Purchase Agreement in the form
determined by the Administrator.

(b) Repurchase Option. Unless the Administrator determines otherwise, the
Restricted Stock Purchase Agreement shall grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of the purchaser's
service with the Company for any reason (including death or Disability). The
purchase price for Shares repurchased pursuant to the Restricted Stock Purchase
Agreement shall be the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The repurchase
option shall lapse at a rate determined by the Administrator.

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(c) Other Provisions. The Restricted Stock Purchase Agreement shall contain
such other terms, provisions and conditions not inconsistent with the Plan as
may be determined by the Administrator in its sole discretion.

(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised,
the purchaser shall have the rights equivalent to those of a shareholder, and
shall be a shareholder when his or her purchase is entered upon the records of
the duly authorized transfer agent of the Company. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.

12. Non-Transferability of Options and Stock Purchase Rights. Unless determined
otherwise by the Administrator, an Option or Stock Purchase Right may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. If the
Administrator makes an Option or Stock Purchase Right transferable, such Option
or Stock Purchase Right shall contain such additional terms and conditions as
the Administrator deems appropriate.

13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
Sale.

(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option or Stock
Purchase Right.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon
as practicable prior to the effective date of such proposed transaction. The
Administrator in its discretion may provide for an Optionee to have the right to
exercise his or her Option until ten (10) days prior to such transaction as to
all of the Optioned Stock covered thereby, including Shares as to which the
Option would not otherwise be exercisable. In addition, the Administrator may
provide that any Company repurchase option applicable to any Shares purchased
upon exercise of an Option or Stock Purchase Right shall lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been previously
exercised, an Option or Stock Purchase Right will terminate immediately prior to
the consummation of such proposed action.

(c) Merger or Asset Sale. In the event of a merger of the Company with or
into another corporation, or the sale of substantially all of the assets of the
Company, the Optionee shall fully vest in and have the right to exercise the

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Option or Stock Purchase Right as to all of the Optioned Stock, including Shares
as to which it would not otherwise be vested or exercisable, at the discretion
of the Administrators. The Administrators may allow for each outstanding Option
and Stock Purchase Right to be assumed or an equivalent option or right
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option or Stock Purchase Right, the Optionee shall
fully vest in and have the right to exercise the Option or Stock Purchase Right
as to all of the Optioned Stock, including Shares as to which it would not
otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes
fully vested and exercisable in lieu of assumption or substitution in the event
of a merger or sale of assets, the Administrator shall notify the Optionee in
writing or electronically that the Option or Stock Purchase Right shall be fully
vested and exercisable for a period of thirty (30) days from the date of such
notice, and the Option or Stock Purchase Right shall terminate upon the
expiration of such period. For the purposes of this paragraph, the Option or
Stock Purchase Right shall be considered assumed if, following the merger or
sale of assets, the option or right confers the right to purchase or receive,
for each Share of Optioned Stock subject to the Option or Stock Purchase Right
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale of
assets is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option or Stock
Purchase Right, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.

14. Date of Grant. The date of grant of an Option or Stock Purchase Right shall
be, for all purposes, the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or such other later
date as is determined by the Administrator. Notice of the determination shall be
provided to each Optionee within a reasonable time after the date of such grant.

15. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan.

(b) Shareholder Approval. The Company shall obtain shareholder approval of
any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.

16. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares shall not be issued pursuant to the exercise
of an Option or Stock Purchase Right unless the exercise of such Option or Stock

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Purchase Right and the issuance and delivery of such Shares shall comply with
Applicable Laws and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Option
or Stock Purchase Right, the Company may require the person exercising such
Option or Stock Purchase Right to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required.

17. Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

18. Reservation of Shares. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

19. Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted. Such shareholder approval shall be obtained in the manner and to the
degree required under Applicable Laws.

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