PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT

         This Professional Business Management Agreement is made and entered
into effective as of June 19, 2000, by and between Visionary Retail
Management, Inc., a Delaware corporation ("Professional Business Manager"),
and Dr. Tom Sowash, O.D. & Associates, LLC, a Colorado limited liability
company (the "Practice").

                                 R E C I T A L S

         A.       The Practice is a limited liability company duly organized
and validly existing under the laws of the State of Colorado (the "State")
which is engaged in the provision of Professional Eye Care Services (as
defined below) and Optical Services (as defined below) to the general public
in the State through individual Professionals (as defined below) who are
licensed to practice optometry and/or ophthalmology in the State and who are
employed or otherwise retained by the Practice.

         B.       Professional Business Manager is a business corporation
engaged in the business of providing management services to optometric
practices and, in connection therewith, the development, management and
coordination of an optometry provider network (the "Network") organized to
provide managed care optometric services to health care plans and other
optometric care purchasers.

         C.       The Practice desires to devote substantially all of its
energies, expertise and time to the delivery of Professional Eye Care Services
to patients.

         D.       The Practice desires to engage Professional Business Manager
to provide facilities, equipment and such management, administrative and
business services as are necessary and appropriate for the day-to-day
administration of the non-optometric and retail optical aspects of the
Practice and participate in the Network being developed, managed and
coordinated by the Professional Business Manager and Professional Business
Manager desires to provide such, upon the terms and conditions hereinafter set
forth herein and in accordance with applicable law, for the purpose of
enhancing the cost-efficiency and quality of services rendered by the Practice
to its patients.

         NOW, THEREFORE, for and in consideration of the mutual agreements,
terms, covenants and conditions contained herein and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         For the purposes of this Professional Business Management Agreement,
the following terms shall have the following meanings ascribed thereto, unless
otherwise clearly required by the context in which such term is used:

         1.1      ACCOUNT. The term "Account" shall mean the bank account
described in Sections 3.9 and 3.10 of this Professional Business Management
Agreement.



         1.2      ADJUSTED GROSS REVENUE. The term "Adjusted Gross Revenue"
shall mean all revenues for Optical Services, Professional Eye Care Services,
or otherwise, generated by or on behalf of the Practice and/or its
Professionals, or other personnel during the term of this Professional
Business Management Agreement, calculated on an accrual basis under GAAP,
including all technical fees from ancillary services, all proceeds from key
person life and disability insurance policies purchased by Professional
Business Manager, in agreement with the Practice, in accordance with Section
3.15, all amounts paid by third parties for contractual liabilities,
including, but not limited to, payments under non-shareholder Professionals'
non-competition agreements and compensation payments under any service
agreement between the Practice and another entity, and all consultant,
teaching and expert witness fees minus any allowances for bad debts,
uncollectible accounts, Medicare, Medicaid and other payor contractual
adjustments, discounts, workers' compensation adjustments, reasonable
professional courtesies, and other reductions in collectible revenue that
result from activities that do not result in collectible charges.

         1.3      BUDGET. The term "Budget" shall mean an operating budget and
capital expenditure budget for each fiscal year as prepared in accordance with
Section 3.11(a).

         1.4      CAPITATION REVENUES. The term "Capitation Revenues" shall
mean all collections from managed care organizations or third-party payors
where such payment is made periodically on a per member basis for the partial
or total needs of a subscribing patient, less amounts that are payable to
other providers of health care items and services to capitation patients.
Capitation Revenues shall include any co-payments and incentive bonuses
received as a result of a capitation plan.

         1.5      CLINICAL DUTIES. The term "Clinical Duties " shall mean
those duties of Non-Professional Personnel (as defined below) which entail
directly assisting a Professional (as defined below) in the examination or
care of patient in the course of providing Professional Eye Care Services as
permitted under State law, regardless of whether the performance of such
duties requires licensure under applicable state law.

         1.6      CONFIDENTIAL INFORMATION. The term "Confidential
Information" shall mean any information of Professional Business Manager or
the Practice, as appropriate (whether written or oral), including all business
management or economic studies, patient lists, proprietary forms, proprietary
business or management methods, marketing data, fee schedules, or trade
secrets of Professional Business Manager or of the Practice, as applicable,
whether or not such Confidential Information is disclosed or otherwise made
available to one Party by the other Party pursuant to this Professional
Business Management Agreement. Confidential Information shall also include the
terms and provisions of this Professional Business Management Agreement and
any transaction or document executed by the Parties pursuant to this
Professional Business Management Agreement. Confidential Information does not
include any information that the receiving party can establish (a) is or
becomes generally available to and known by the public or optometric community
(other than as a result of an unpermitted disclosure directly or indirectly by
the receiving party or its affiliates, advisors, or Representatives); (b) is
or becomes available to the receiving party on a nonconfidential basis from a
source other than the furnishing party or its affiliates, advisors or
Representatives, provided that such source is not and was not bound by a
confidentiality agreement with or other obligation of secrecy to the
furnishing party of which the receiving party has knowledge; or (c) has
already been or is hereafter independently acquired or developed by the
receiving party without violating any confidentiality agreement with or other
obligation of secrecy to the furnishing party.

                                       2



         1.7      EXECUTIVE OFFICE ADMINISTRATOR. The term "Executive Office
Administrator" shall mean the employee of Professional Business Manager having
executive authority and responsibility for the general and active management
of the Professional Business Manager.

         1.8      GAAP. The term "GAAP" shall mean generally accepted United
States accounting principles.

         1.9      INFLATION ADJUSTMENT. The term "Inflation Adjustment" shall
for any year be equal to the fraction the numerator of which is the revised
Bureau of Labor Statistics Consumer Price Index for all Items and Major Group
Figures for All Urban Consumers, U.S. City Average (1982-84=100) (the
"Index") for December of the preceding year and the denominator of which is
the Index for December , 1999. Appropriate modification to the Inflation
Adjustment shall be made if the Index shall cease to be updated as of the end
of each calendar year.

         1.10     MANAGEMENT FEE. The term "Management Fee" shall mean the
Professional Business Manager's compensation established as described in
Article V hereof.

         1.11     MANAGEMENT SERVICES. The term "Management Services" shall
mean the business, administrative, and management services to be provided for
the Practice, including, without limitation, the provision of non-medical
equipment, inventory and supplies, support services, personnel management
(excluding Professionals and Non-Professional Personnel [as defined below]
while performing Clinical Duties), administration, financial record keeping,
and reporting, and other business office services, all as reasonably
contemplated by this Professional Business Management Agreement and which are
necessary for the conduct of the Practice's business.

         1.12     NON-HEALTH CARE EQUIPMENT. The term "Non-Health Care
Equipment" means equipment, fixtures, office supplies, furniture and
furnishings which are used by the Office but are not used in the provision of
Professional Eye Care Services.

         1.13     NON-PROFESSIONAL PERSONNEL. The term "Non-Professional
Personnel" shall mean those individuals employed primarily at the Practice who
are not Optometrists or Ophthalmologists.

         1.14     OFFICE. The term "Office" shall mean all facilities and
locations used by the Practice, all business operations related to the
Practice's optometric and/or therapeutic optometric practice and the
Practice's optical dispensaries or businesses, and all related business
operations of the Practice which are to be administered by Professional
Business Manager under this Professional Business Management Agreement;
provided, however, the term Office shall not include any location not approved
by the Practice Advisory Council.

         1.15     OFFICE EXPENSE. The term "Office Expense" shall mean all
operating and non-operating expenses incurred by the Professional Business
Manager in the provision of Management Services to the Office and shall
include all operating and non-operating expenses incurred by the Practice
relating to the items set forth in this Section 1.15. The Professional
Business Manager shall be reimbursed by the Practice for any Office Expense
incurred by the Professional Business Manager in the provision of services to
the Practice upon request by the Professional Business Manager. Office Expense
shall not include any Professional Business Manager Expense, Practice Expense
or Shareholder Expense or any state, local or federal income or franchise tax.
Without limitation, Office Expense shall include the following expenses:

                                       3



                  (a)      the salaries, benefits, payroll taxes, and other
direct costs of all employees of Professional Business Manager primarily
working at the Office and the salaries, benefits, payroll taxes, and other
direct costs of the Non-Professional Personnel of the Practice primarily
working at the Office, but not the salaries, benefits, payroll taxes or other
direct costs of the Professionals;

                  (b)      the direct cost of any employee or consultant that
provides services at or in connection with the Office for improved Office
performance, such as management, billing and collections, business office
consultation, and accounting and legal services, but only when such services
are coordinated by Professional Business Manager and/or included in the Budget;

                  (c)      reasonable recruitment costs and out-of-pocket
expenses of Professional Business Manager or the Practice associated with the
recruitment of additional Professionals, other employees of the Practice and
Professional Business Manager's employees primarily located at the Office;

                  (d)      personal property and intangible property taxes
assessed against Professional Business Manager's assets used in connection
with the operation of the Office;

                  (e)      comprehensive general and professional liability
insurance covering the Office, employees of the Practice in connection with
the operation of the Office and employees of Professional Business Manager in
connection with the operation of the Office;

                  (f)      the expense of leasing, purchasing, obtaining
financing for or otherwise procuring and maintaining the Office and the
Office's equipment, including depreciation in the case of furniture and
equipment;

                  (g)      the cost of capital (whether as actual interest on
indebtedness incurred on behalf of the Practice or reasonable imputed interest
on capital advanced by Professional Business Manager which shall be equal to
the average cost of borrowing by Professional Business Manager as reflected on
its most recent published financial statements, or in the absence of either of
the foregoing, ten percent 10%) to finance or refinance obligations of the
Practice incurred in connection with the Office, or to finance new ventures of
the Practice in connection with the Office; in any such case only as such cost
of capital is set forth in the Budget or otherwise approved in advance by the
Practice Advisory Council;

                  (h)      the reasonable travel expenses associated with
attending meetings, conferences, or seminars to benefit the Practice so long
as such expenses are related to individuals located at the Office and the
Practice's pro rata share for individuals who are consultants of or employed
by Professional Business Manager who provide material services to the Office;

                  (i)      the cost of Office supplies, inventory and
utilities;

                  (j)      billing and collection costs and expenses;

                  (k)      the Practice's pro-rata share of reasonable
corporate overhead charges or other reasonable expenses (including computer
and data processing costs) which are incurred by Professional Business Manager
in connection with corporate headquarters expenses which relate to the
provision of benefits or services by Professional Business Manager to the
Office and are reflected in the Budget including without limitation direct or
indirect costs of the Executive Office Administrator and other Professional
Business Manager personnel;

                                       4



                  (l)      all other expenses which are set forth in the
Budget and which directly or indirectly benefit the Practice incurred by
Professional Business Manager in carrying out its obligations under this
Professional Business Management Agreement;

                  (m)      reasonable costs and expenses (to the extent not
covered by insurance) of lawsuits or claims against the Professional Business
Manager or its personnel, or the Practice, its Professional(s), or other
personnel related to their performance of duties at the Office or their
interest in assets used in connection with the Office, provided that if any of
the Professional Business Manager or its personnel, or the Practice, its
Professional(s), or other personnel do not prevail in the lawsuit or claim or
settle the matter with a material payment by the party (the party at "fault"),
such costs and expenses shall be deemed a Professional Business Manager
Expense in the event of Professional Business Manager's fault or the fault of
its personnel and a Practice Expense in the event of fault by the Practice,
its Professional(s), or other personnel whereupon the Practice and such
Professional(s) or other personnel shall be jointly responsible for the
immediate reimbursement of the sums advanced by Professional Business Manager;
provided further that Professional Business Manager shall not advance such
costs and expenses from the Account if the Practice Advisory Council concludes
that (i) it is unlikely that the Account will be reimbursed if the party
involved will not prevail in the lawsuit or claim, or (ii) it is reasonable to
believe that obtaining a reimbursement of the advanced sums will be difficult
to achieve; and the Parties acknowledge that nothing in this Section 1.15
shall create any liability on the part of a Professional who would otherwise
be shielded from personal liability by the corporate or limited liability
structure of the Practice;

                  (n)      key person life and disability insurance premiums
related to policies which the Parties agree to acquire on the life of the
Practice's Shareholder or Professionals, whereupon any proceeds shall be paid
to the Account as Adjusted Gross Revenues, unless the Parties agree to a
specific split of the proceeds. Should only the Practice choose to obtain key
person life insurance, the Practice shall pay all premiums as a Practice
Expense and shall receive all proceeds. Further, if only the Professional
Business Manager chooses to obtain such insurance, Professional Business
Manager shall pay all premiums as a Professional Business Manager Expense and
shall receive all proceeds. The Practice shall cause its Shareholder and
Professionals to submit to a medical examination necessary to obtain such
insurance.

         In the event that any of the individuals described in Section 1.15(b)
devote a substantial amount of time to serving one or more optometric
practices other than the Practice, which is not prohibited hereunder, or the
above described Office is utilized to a substantial degree by one or more
optometric practices other than the Practice, the Office Expenses shall be
allocated between the Practice and such other optometric practices to reflect
each practice's pro-rata share of any expenses or costs relating to such
individuals or Office (including the recruitment costs of such individuals and
the comprehensive and general liability insurance expenses with respect to
such individuals). Expenses contemplated in this paragraph which potentially
and primarily relate to Sections 1.15(b), (c), (d), (e), (f), (g), (h), (k),
and (l) shall be in the Budget or approved by the Practice Advisory Council,
and where reasonably determinable, are intended to be reasonable and customary
based upon similar relationships generally existing between national practice
management companies and practices they manage. The Practice's pro-rata
portion of expenses related to individuals who are consultants of or employed
by Professional Business Manager and who provide services benefiting more than
one practice shall be based upon the actual time expended by the individuals
in performing such services as compared to the time spent by such individuals
with other practices managed by the Professional Business Manager, or, if not
reasonably calculable, as determined by Professional Business Manager, based
upon the estimated proportionate revenue size of the Practice as compared to
the aggregate revenue size as estimated in all of the Budgets of all other
practices managed by the Professional

                                       5



Business Manager which are benefiting from such individual's services.
Likewise, other benefits provided by the Professional Business Manager to
several Practices shall be split pro-rata based upon the use or benefit
derived by each Practice, but if not calculable, shall be based upon the
estimated proportionate revenue size as set forth in the preceding sentence.
Notwithstanding anything to the contrary herein, unless an expense is
expressly designated as a Professional Business Manager Expense, a Practice
Expense or a Shareholder Expense in this Professional Business Management
Agreement or any exhibit thereto, all expenses incurred by Professional
Business Manager in providing services pursuant to this Professional Business
Management Agreement shall be considered an Office Expense. Any and all
expenses which are incurred by Professional Business Manager or the Practice
shall be allocated to the appropriate expense category or categories in
accordance with the terms and conditions of this Professional Business
Management Agreement.

         1.16     OPTICAL LABORATORY SERVICES. The term "Optical Laboratory
Services" shall mean the fabrication of optical goods, including the grinding
of spectacle lenses and the fabrication of spectacles.

         1.17     OPTICAL SERVICES. The term "Optical Services" shall mean the
filling of optical prescriptions, dispensing of optical goods, the fitting of
eyewear, all activities related to any of the foregoing, and the direction,
supervision, and control of those who perform these tasks.

         1.18.    OPTOMETRIST. The term "Optometrist" shall mean each
individually licensed Optometrist, if any, who is employed or otherwise
retained by or associated with the Practice, each of whom shall meet at all
times the qualifications described in Section 4.3 and Section 4.4.

         1.19     OPHTHALMOLOGIST. The term "Ophthalmologist" shall mean each
individually licensed Ophthalmologist, if any, who is employed or otherwise
retained by or associated with the Practice, each of whom shall meet at all
times the qualifications described in Section 4.3 and Section 4.4.

         1.20     PARTIES. The term "Parties" shall mean the Practice and
Professional Business Manager.

         1.21     PERMITTED SHAREHOLDER EXPENSE. The "Permitted Shareholder
Expense" shall mean the (i) salaries, benefits, payroll taxes, and other
direct costs (including professional dues, subscriptions, continuing education
expenses, severance payments, entertainment, and travel costs for continuing
education or other business travel) received by the Shareholder under the
President's Employment Agreement described in Section 4.3 hereof plus (ii) all
reasonable legal fees and expenses incurred by the Practice in connection with
any regulatory proceeding.

         1.22     PRACTICE. The term "Practice" shall have the meaning set
forth in the Recitals.

         1.23     PRACTICE ADVISORY COUNCIL. The term "Practice Advisory
Council" shall have the meaning set forth in Section 2.6 of this Agreement.

         1.24     PRACTICE EXPENSES. The term "Practice Expenses" shall mean
(a) all reasonable non-shareholder Professionals' salaries, benefits, payroll
taxes and other direct costs related to their services to the Practice
(including reasonable and customary professional dues, subscriptions,
continuing education and technical training expenses, and severance payments),
(b) the cost of optometric supplies (including, but not limited to, drugs,
pharmaceuticals, products, substances, items or optometric devices); (c)
reasonable and customary professional liability insurance expenses of
Professionals; and (d) travel costs for continuing education, technical
training and necessary business travel for non-shareholder Professionals; (e)
to the

                                       6



extent not covered by insurance and subject to the advance provisions
contained herein, the defense costs and expenses of any litigation or claims
brought against the Practice or its Professionals or other personnel by any
third party in which the Practice or its Professionals or other personnel do
not prevail or the matter settles with a material payment and the Practice or
its Professionals or other personnel are at fault, and any liability judgment
or material settlement assessed against the Practice or its Professionals or
other personnel; (f) certain equipment expenses described in Sections 3.2(c)
and 3.2(d) of this Professional Business Management Agreement; (g) interest on
any funds advanced to the Practice by Professional Business Manager to the
extent that Professional Business Manager is a net lender in accordance with
the terms of this Professional Business Management Agreement; h) any income
taxes or franchise taxes of the Practice; and (i) consulting, accounting, or
legal fees which relate solely to the Practice. Notwithstanding the foregoing,
the term Practice Expenses shall specifically exclude (i) business travel
requested by Professional Business Manager, which shall be an Office Expense,
(ii) any and all compensation or expenses attributable to Shareholder, which
shall be Shareholder Expenses (except reasonable and customary expenses for
malpractice insurance which shall be Practice Expenses), (iii) "tail"
insurance coverage for Shareholder, which shall be a Shareholder Expense, or
(iv) other items agreed to in advance in writing by the Parties hereto. During
this Professional Business Management Agreement, for so long as a current
Shareholder of the Practice is an employee of, contractor to, or Shareholder
of the Practice, such Shareholder shall be deemed to be a Shareholder for the
purposes of this definition. Such expenses are to be approved annually in the
Budget and shall be limited to the amounts approved in the budget unless
otherwise authorized by Professional Business Manager.

         1.25     PROFESSIONAL. The term "Professional" shall mean any
Optometrist or Ophthalmologist.

         1.26     PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT. The term
"Professional Business Management Agreement" shall mean this instrument as
originally executed and delivered, or, if amended or supplemented, as so
amended or supplemented.

         1.27     PROFESSIONAL BUSINESS MANAGER. The term "Professional
Business Manager" shall have the meaning set forth in the Recitals hereto.

         1.28     PROFESSIONAL BUSINESS MANAGER EXPENSE. The term
"Professional Business Manager Expense" shall mean an expense or cost incurred
by the Professional Business Manager, for which the Professional Business
Manager is financially liable and is not entitled to reimbursement from the
Practice. Professional Business Manager Expense shall specifically include (a)
any income or franchise taxes of the Professional Business Manager and (b) any
other expenses or costs that are not reasonable and customary reimbursements
based upon a practice management company's usual arrangement with an
optometric practice.

         1.29     PROFESSIONAL EYE CARE SERVICES. The term "Professional Eye
Care Services" shall mean professional health care items and services,
including, but not limited to, the practice of optometry, and all related
professional health care services provided by the Practice through
Optometrists, Ophthalmologists, and other professional health care providers
that are retained by or professionally affiliated with the Practice.

         1.30     REPRESENTATIVES. The term "Representatives" shall mean a
Party's officers, directors, managers, employees, or other agents.

                                       7



         1.31     SHAREHOLDER. The term "Shareholder" shall mean any current
or future shareholder of the Practice.

         1.32     SHAREHOLDER EXPENSE. The term "Shareholder Expense" shall be
limited to the following expenses: (a) Shareholder's salaries, benefits,
payroll taxes, and other direct costs (including professional dues,
subscriptions, continuing education expenses, severance payments,
entertainment, and travel costs for continuing education or other business
travel but excluding business travel requested by Professional Business
Manager, which shall be an Office Expense and excluding any other expense of a
Shareholder approved as an Office Expense in advance by the Parties); (b)
"tail" coverage malpractice insurance expenses for the Shareholder and any
malpractice insurance expenses of any Professional which are in excess of
those which are customary and reasonable; and (c) consulting, accounting, or
legal fees which relate solely to the Shareholder. The Practice shall
reimburse the Professional Business Manager for any Shareholder Expense
incurred by the Professional Business Manager. Unless expressly designated as
a Management Fee, a Professional Business Manager Expense, an Office Expense,
or a Practice Expense in this Professional Business Management Agreement or in
any exhibit hereto or in any written agreement of the Parties, any expense
incurred by the Practice shall be considered a Shareholder Expense.
Notwithstanding the above, the Practice may require certain Professionals to
pay certain expenses incurred for them specifically. Nothing in this Section
shall create personal liability on the part of the Practice's Shareholder.

         1.33     STATE. The term "State" shall have the meaning set forth in
the Recitals.

         1.34     TERM. The term "Term" shall mean the initial and any renewal
periods of duration of this Professional Business Management Agreement as
described in Section 6.1.

                                   ARTICLE II

                  APPOINTMENT OF PROFESSIONAL BUSINESS MANAGER

         2.1      APPOINTMENT. The Practice hereby appoints Professional
Business Manager as its sole and exclusive agent for the management and
administration of the business functions and business affairs of the Office,
and Professional Business Manager hereby accepts such appointment, subject at
all times to the provisions of this Professional Business Management Agreement.

         2.2      AUTHORITY. Consistent with the provisions of this
Professional Business Management Agreement, Professional Business Manager
shall have the responsibility and commensurate authority to provide Management
Services for the Practice. The Practice shall give Professional Business
Manager thirty (30) days' prior notice of the Practice's intent to execute any
agreement creating a binding legal obligation on the Practice. The Parties
acknowledge and agree that the Practice, through its Professionals, shall be
responsible for and shall have complete authority, responsibility,
supervision, and control over the provision of all Professional Eye Care
Services and other professional health care services performed for patients,
and that all diagnoses, treatments, procedures, and other professional health
care services shall be provided and performed exclusively by or under the
supervision of Professionals as such Professionals, in their sole discretion,
deem appropriate. Professional Business Manager shall have and exercise
absolutely no control, influence, authority or supervision over the provision
of Professional Eye Care Services.

         2.3      PATIENT REFERRALS. Professional Business Manager and the
Practice agree that the benefits to the Practice hereunder do not require, are
not payment for, and are not in any way contingent upon the

                                       8



referral, admission, or any other arrangement for the provision of any item or
service offered by Professional Business Manager to patients of the Practice
in any facility, laboratory, center, or health care operation controlled,
managed, or operated by Professional Business Manager.

         2.4      INTERNAL DECISIONS OF THE PRACTICE. Matters involving the
Practice's allocation of professional income among its Shareholder and the
Professional employees of the Practice, tax planning, and pension and
investment planning shall remain the responsibility of the Practice and the
Shareholder of the Practice. The Professional Business Manager may not and
shall not directly or indirectly control or attempt to control, dictate or
influence, directly or indirectly, the professional judgment, including, but
not limited to, the level or type of care or services rendered, the manner of
practice, or the practice of the Practice or any Professional employed by the
Practice.

         2.5      PRACTICE OF OPTOMETRY. The Parties acknowledge that
Professional Business Manager is not authorized or qualified to engage in any
activity that may be construed or deemed to constitute the practice of
optometry. To the extent any act or service herein required to be performed by
Professional Business Manager should be construed by a court of competent
jurisdiction, by the Colorado Board of Optometry, or by any relevant authority
having the right or privilege to pass on the Parties' conduct to constitute
the practice of optometry, the requirement to perform that act or service by
Professional Business Manager shall be deemed waived and unenforceable.
Although Professional Business Manager shall manage the administrative aspects
of their employment, all Non-Professional Personnel who perform Clinical
Duties' shall be subject to the direction, supervision, and control of the
Practice and its Professionals in the performance of any and all Clinical
Duties, and in the performance of Clinical Duties shall not be subject to any
direction or control by, or liability to, Professional Business Manager.
Professional Business Manager may not and shall not control or attempt to
control, directly or indirectly, the professional judgment, the manner of
practice, or the practice of the Practice or any Professional employed by the
Practice. In this regard, Professional Business Manager shall not attempt to
dictate or control the extent, type, availability, or quality of Professional
Eye Care Services provided at the Office; the selection of health care related
equipment to be used by the Practice; the type of ophthalmic materials
prescribed at the Office; the handling of patient records; the scheduling and
availability of Professional Eye Care Services provided at the Office; the
frequency and volume of patient contacts at the Office; the discipline of any
Professionals who are Practice Employees; the fees charged for professional
services provided to patients of the Office; the dissemination of information
to the public concerning Professional Eye Care Services; or any other matter
that impinges on the professional judgment of the Practice or any Professional
employed by the Practice. It is understood and agreed between the Parties that
Professional Business Manager shall have the right, duty, and obligation to
advise the Practice concerning the business and financial consequences of any
decision it may make with respect to any of the foregoing matters. This duty
shall include making recommendations concerning the fees charged for
Professional Eye Care Services in order to establish the Budget and negotiate
health insurance contracts.

         2.6      FORMATION AND OPERATION OF THE PRACTICE ADVISORY COUNCIL.
The Parties hereby establish a Practice Advisory Council which shall be
responsible for advising Professional Business Manager and the Practice with
respect to developing the Office and implementing management and
administrative policies for the overall operation of the Office and for
providing dispute resolution on certain matters. The Practice Advisory Counsel
shall consist of four (4) members. Professional Business Manager shall
designate, in its sole discretion, two (2) members of the Practice Advisory
council or may have one (1) member with two (2) votes. The Practice shall
designate, in its sole discretion, two (2) members of the Practice Advisory
Council or may have one (1) member with two (2) votes. The Practice Advisory
Council members selected by the Practice shall be Professional employees of
the Practice. Each Party's representatives to the Practice

                                       9



Advisory Council shall have the authority to make decisions on behalf of the
respective Party. Except as may otherwise be provided, the act of a majority
of the members of the Practice Advisory Council shall be the act of the
Practice Advisory Council, provided that (i) the affirmative vote of the
Practice member(s) shall be required on all votes of the Practice Advisory
Council and (ii) the affirmative vote of the Professional Business Manager
shall be required on all matters relating to the Office. The decisions,
resolutions, actions, or recommendations of the Practice Advisory Council
shall be implemented by Professional Business Manager or the Practice, as
appropriate.

         2.7      DUTIES AND RESPONSIBILITIES OF THE PRACTICE ADVISORY
COUNCIL. The Practice Advisory Council shall review, evaluate, make
recommendations, and where specifically authorized herein and permitted by
law, make decisions with respect to the following matters:

                  (a)      FACILITY IMPROVEMENTS AND EXPANSION. Any renovation
and expansion plans and capital equipment expenditures with respect to the
Practice's facilities shall be reviewed by the Practice Advisory Council which
shall make recommendations to the Practice with respect to proposed changes
therein. Such renovation and expansion plans and capital equipment
expenditures shall be based upon economic feasibility, optometry support,
productivity and then current market conditions.

                  (b)      MARKETING AND PUBLIC RELATIONS. The Practice
Advisory Council shall review and make recommendations to the Practice with
respect to all marketing and public relations services and programs promoting
the Practice's Professional Eye Care Services, Optical Services and ancillary
services.

                  (c)      PATIENT FEES; COLLECTION POLICIES. The Practice
Advisory Council shall review and make recommendations to the Practice
concerning the fee schedule and collection policies for all Professional Eye
Care Services, Optical Services and ancillary services rendered by the
Practice.

                  (d)      PROVIDER AND PAYOR RELATIONSHIPS. The Practice
Advisory Council shall review and make recommendations to the Practice
regarding the establishment or maintenance of relationships between the
Practice and institutional health care providers and third-party payors, and
the Practice shall review and approve all agreements with institutional health
care providers and third-party payors. The Practice Advisory Council shall
also make recommendations to the Practice concerning discounted fee schedules,
including capitated fee arrangements of which the Practice shall be a party,
and the Practice shall review and approve all such capitated fee arrangements.

                  (e)      STRATEGIC PLANNING. The Practice Advisory Council
may make recommendations to the Practice concerning development of long-term
strategic planning objectives for the Practice.

                  (f)      CAPITAL EXPENDITURES. The Practice Advisory Council
shall make recommendations to the Practice concerning the priority of major
capital expenditures and shall review and approve any commitment to make any
capital expenditures relating to the Office or the Dispensary, involving
amounts in excess of $15,000 individually, or $50,000 in the aggregate, in any
one fiscal year, which amounts may be increased from time-to-time by agreement
of the Parties.

                  (g)      FEE DISPUTE RESOLUTION. At the request of
Professional Business Manager or the Practice, the Practice Advisory Council
shall make recommendations to Professional Business Manager with respect to
any dispute concerning a set off or reduction in Management Fees.


                                      10





                  (h)      GRIEVANCE REFERRALS. The Practice Advisory Council
shall consider and make recommendations to Professional Business Manager and
the Practice regarding grievances pertaining to matters not specifically
addressed in this Professional Business Management Agreement as referred to it
by Professional Business Manager or the Practice's Board of Directors.

                  (i)      TERMINATION OF PROFESSIONAL BUSINESS MANAGER'S
PERSONNEL. The Practice Advisory Council shall review and approve any decision
by the Professional Business Manager to terminate any of Professional Business
Manager's personnel primarily located at the Office who occupy office manager
or high level positions.

                  (j)      APPROVAL OF NEW OFFICES. The Practice Advisory
Council shall approve any move of any current Office location or expansion to
an additional Office location.

Except in those specific instances set forth above in which the Practice
Advisory Council has been granted the authority to make decisions binding upon
the Professional Business Manager and the Practice, it is acknowledged and
agreed that recommendations of the Practice Advisory Council are intended for
the advice and guidance of Professional Business Manager and the Practice and
that the Practice Advisory Council does not have the power to bind
Professional Business Manager or the Practice. Where discretion with respect
to any matter is vested in Professional Business Manager or the Practice under
the terms of this Agreement, Professional Business Manager or the Practice, as
the case may be, shall have ultimate responsibility for the exercise of such
discretion, notwithstanding any recommendations of the Practice Advisory
Council. Professional Business Manager and the Practice shall, however, take
such recommendations of the Practice Advisory Council into account in good
faith in the exercise of such discretion.

         2.8      PROFESSIONAL HEALTH CARE DECISIONS. Notwithstanding anything
herein to the contrary, all decisions required by applicable law to be made
solely by health care professionals will be made solely by the appropriate
Professionals. The Practice shall have ultimate and exclusive authority
concerning issues related to:

                  (a)      The extent, type, availability, or quality of
Professional Eye Care Services to be provided;

                  (b)      The selection of health care related equipment to
be used by the Practice;

                  (c)      The type of ophthalmic materials prescribed at the
office;

                  (d)      The handling of patient records;

                  (e)      The scheduling and availability of Professional Eye
Care Services;

                  (f)      Recruitment of Professionals to the Practice,
including the specific qualifications and specialties of recruited
Professionals;

                  (g)      Any optometric related functions;

                  (h)      Fee schedules;

                                      11



                  (i)      Frequency and/or volume of patient contacts;

                  (j)      The discipline of any Professionals or
Non-Professional Personnel who are employed by, retained by, or otherwise
affiliated with the Practice with respect to the performance of Professional
Eye Care Services or Clinical Duties, as applicable; and

                  (k)      Any other decisions required by applicable law to
be made solely by Professionals and not by non-Professionals.

         2.9      MEETINGS OF THE PRACTICE ADVISORY COUNCIL. The Practice
Advisory Council shall meet on a regular basis as mutually agreed by the
Parties. A special meeting of the Practice Advisory Council may be called by
Professional Business Manager or the Practice upon two (2) weeks' notice,
except in the event of an emergency, in which case a special meeting may be
called by Professional Business Manager or the Practice upon three (3)
business days' notice. Meetings may be held telephonically or by any other
means agreeable to the Parties.

                                   ARTICLE III

              OBLIGATIONS AND RESPONSIBILITIES OF BUSINESS MANAGER

         3.1      MANAGEMENT SERVICES. Professional Business Manager shall
provide all Management Services as are necessary and appropriate for the
day-to-day administration of the business aspects of the Office's operations
and, in connection therewith, develop and manage the Network to provide
managed care optometric services to health care plans and other optometric
care purchasers, pursuant to the terms of this Professional Business
Management Agreement. Professional Business Manager shall operate in a
reasonable and customary manner with due consideration to the Practice's past
business practices and shall operate in accordance with all applicable laws,
rules and regulations which are necessary and material to the Professional
Business Manager's performance of the Management Services. Professional
Business Manager will provide in good faith and with due diligence its
services consistent with management services generally provided in operations
of an optometric practice similar in size, type and operations in the State.
All costs and expenses related to Professional Business Manager's duties
contained in this Article III shall be Office Expenses unless limited or
excluded as an Office Expense pursuant to the terms of this Professional
Business Management Agreement. Professional Business Manager hereby consents
and agrees to provide all Management Services to all Office facilities and
locations; provided, however, that during the Term of this Professional
Business Management Agreement and except for its obligations pursuant to this
Professional Business Management Agreement, the Practice shall not establish,
operate, or provide Professional Eye Care Services at any new Office facility
or location without the consent and approval of the Practice Advisory Council;
and provided further that during the Term of this Agreement the Practice shall
not engage any individual or entity other than Professional Business Manager
to provide Management Services to the Practice without the consent and
approval of the Practice Advisory Council.

         3.2      OFFICE, FACILITIES AND EQUIPMENT.

                  (a)      Professional Business Manager shall procure on
behalf of the Practice one or more Offices that are deemed by the Parties to
be reasonable, necessary and appropriate, and the expense associated therewith
shall be an Office Expense. Professional Business Manager shall consult with
the Practice regarding the condition, use and needs of Office facilities,
offices and improvements. The Practice

                                      12



shall pay when due all rents and expenses of the Office, including without
limitation expenses for leasehold or facility improvements. Such rents and
expenses shall be Office Expenses.

                  (b)      To the extent required to provide Office space to
the Practice, Professional Business Manager shall negotiate and administer all
leases of and agreements for Office facilities or locations on behalf of the
Practice, provided, however, that Professional Business Manager shall consult
with the Practice on all professional or clinical matters relating thereto and
that the Practice, in its sole discretion, may reject or otherwise refuse to
enter into any lease negotiated by Professional Business Manager.

                  (c)      Professional Business Manager shall provide all
Non-Health Care Equipment, as is reasonable and approved in the Budget for the
operation of the Office. If the Practice wishes to choose additional
Non-Health Care Equipment which the Professional Business Manager determines
not to acquire or lease, the Practice may acquire or lease such equipment, and
the expense related thereto shall be deemed a Practice Expense. Except for
Non-Health Care Equipment which Professional Business Manager elects not to
acquire pursuant to this Section 3.2(c), Professional Business Manager shall
own and/or possess all Non-Health Care Equipment.

                  (d)      Professional Business Manager shall assist the
practice in leasing, purchasing, obtain financing for, and otherwise procure
health care related equipment as reasonably required by the Practice and all
such equipment shall be owned and/or possessed by the Practice. The Practice
shall have final authority in all health care equipment selections; provided,
however, that if the Practice chooses to acquire health care related equipment
which is not in the Budget, expenses related thereto shall be treated as a
Practice Expense. Professional Business Manager may make recommendations to
the Practice on the relationship between its health care equipment decisions
and the overall administrative and financial operations of the Practice.

                  (e)      Professional Business Manager shall be responsible
for the repair and maintenance of the Office, consistent with the Practice's
responsibilities under the terms of any lease or other use arrangement, and
for the prompt repair, maintenance, and replacement of all equipment other
than such repairs, maintenance and replacement necessitated by the gross
negligence or willful misconduct of the Practice, its Professionals or other
personnel employed by the Practice, the repair or replacement of which shall
be a Practice Expense and not an Office Expense. Replacement equipment shall
be acquired where Professional Business Manager and the Practice determine in
good faith consultation that such replacement is necessary or where the Budget
has made allowances for such replacement.

         3.3      SUPPLIES.

                  (a)      Professional Business Manager shall order, procure,
purchase and provide on behalf of and as agent for the Practice all reasonable
health care supplies unless otherwise prohibited by federal and/or state law.
Furthermore, Professional Business Manager shall ensure that the Office is at
all times adequately stocked with the health care supplies that are necessary
and appropriate for the operation of the Office and required for the provision
of Professional Eye Care Services. The ultimate oversight, supervision and
ownership for all health care supplies is and shall remain the sole
responsibility of the Practice and all costs and expenses relating to such
supplies shall be an Office Expense. As used in this provision, the term
"health care supplies" shall mean all drugs, pharmaceuticals, products,
substances, items or devices whose purchase, possession, maintenance,
administration, prescription or security requires the authorization or order
of a licensed health care provider or requires a permit, registration,
certification or

                                      13



other governmental authorization held by a licensed health care provider as
specified under any federal and/or state law.

                  (b)      Professional Business Manager shall order, procure,
purchase, and provide on behalf of and as agent for the Practice all
reasonable optical supplies unless otherwise prohibited by federal and/or
state law. Furthermore, Professional Business Manager shall ensure that the
office is at all times adequately stocked with the optical supplies that are
necessary and appropriate for the operation of the Office and required for the
provision of Optical Services. All costs and expenses relating to such
supplies shall be Office Expenses.

         3.4      SUPPORT SERVICES.

                  (a)      Professional Business Manager shall provide or
arrange for all printing, stationery, forms, postage, duplication or
photocopying services, and other support services as are reasonably necessary
and appropriate for the operation of the Office and the provision of
Professional Eye Care Services therein.

                  (b)      Professional Business Manager shall procure,
provide, or otherwise obtain for or on behalf of and as agent for the Practice
all Optical Laboratory Services necessary to the operation of the Office at a
cost and of a quality which is consistent with Optical Laboratory Services
generally available to optometric practices similar in size, type, and
operations in the State.

         3.5      QUALITY ASSURANCE, RISK MANAGEMENT, AND UTILIZATION REVIEW.
Upon request and under the supervision of the Practice, Professional Business
Manager shall assist the Practice in the Practice's establishment and
implementation of procedures to ensure the consistency, quality,
appropriateness, and necessity of Professional Eye Care Services provided by
the Practice, and shall provide, administrative support for the Practice's
overall quality assurance, risk management, and utilization review programs.
Professional Business Manager shall perform these tasks in a manner to ensure
the confidentiality and non-discoverability of these program actions to the
fullest extent allowable under state and federal law.

         3.6      LICENSES AND PERMITS. Professional Business Manager shall,
on behalf of and in the name of the Practice, coordinate all development and
planning processes, and apply for and use reasonable efforts to obtain and
maintain all federal, state and local licenses and regulatory permits required
for or in connection with the operation of the Office and the equipment
(existing and future) located at the Office, other than those relating to the
practice of optometry or the administration of drugs by Professionals retained
by or associated with the Practice. The expenses and costs associated with
obtaining and maintaining permits with respect to the Office shall be deemed
Office Expenses.

         3.7      PERSONNEL.

                  (a)      SELECTION AND RETENTION OF PROFESSIONAL BUSINESS
MANAGER'S PERSONNEL. Except as specifically provided in Section 4.3 of this
Professional Business Management Agreement, Professional Business Manager
shall, in consultation with the Practice, employ or otherwise retain and shall
be responsible for selecting, hiring, training, supervising, and terminating,
all management, administrative, technical, clerical, secretarial, bookkeeping,
accounting, payroll, billing and collection and other personnel (excluding
Professionals) as Professional Business Manager deems reasonably necessary and
appropriate for the operation of the Office and for Professional Business
Manager's performance of its duties and obligations under this Professional
Business Management Agreement. Consistent with reasonably prudent

                                      14



personnel management policies, Professional Business Manager shall seek and
consider the advice, input, and requests of the Practice in regard to
personnel matters. Professional Business Manager shall have sole
responsibility for determining the salaries and providing fringe benefits, and
for withholding, as required by law, any sums for income tax, unemployment
insurance, social security, or any other withholding required by applicable
law or governmental requirement. Professional Business Manager reserves the
right to change the number, composition or employment terms of such personnel
in the future at Professional Business Manager's discretion; provided,
however, that the termination of any of Professional Business Manager's
personnel who occupy office manager or high level positions, and are primarily
located at the Office must receive the approval of the Practice Advisory
Council. Professional Business Manager and the Practice recognize and
acknowledge that Professional Business Manager and personnel retained by
Professional Business Manager may from time-to-time perform services for
persons other than the Practice. This Professional Business Management
Agreement shall not be construed to prevent or prohibit Professional Business
Manager from performing such services for others or restrict Professional
Business Manager from using its personnel to provide services to others.
Professional Business Manager hereby disclaims any liability relating to the
effect of its employees on the qualification of the Practice's retirement
plans under the Internal Revenue Code, and all liabilities for such
classification shall be solely the responsibility of the Practice.

                  (b)      TERMINATION OF PROFESSIONAL BUSINESS MANAGER'S
PERSONNEL. If the Practice is dissatisfied with the services of any employee
of Professional Business Manager or any personnel under Professional Business
Manager's direction, supervision, and control, the Practice shall consult with
Professional Business Manager. Professional Business Manager shall in good
faith determine whether the performance of that employee could be brought to
acceptable levels through counsel and assistance, or whether such employee
should be relocated or terminated. All of Professional Business Manager's
determinations regarding Professional Business Manager's personnel shall be
governed by the overriding principle and goal of providing high quality
optometric and/or therapeutic optometric support services. Employee
assignments shall be made to assure consistent and continued rendering of high
quality optometric and/or therapeutic optometric support services. The
Professional Business Manager shall maintain established working relationships
wherever possible, and Professional Business Manager shall make every effort
consistent with sound business practices to honor the specific requests of the
Practice with regard to the assignment of employees. Notwithstanding that
which is contained in this Section 3.7(b), the Practice shall have the right
and obligation to determine the direction, supervision, and control of any
personnel while said personnel are involved in the performance of Clinical
Duties, including prohibiting said personnel from being involved in the
performance of Clinical Duties.

         3.8      CONTRACT NEGOTIATIONS. Professional Business Manager shall
evaluate, assist in negotiations and administer on behalf of the Practice
contracts that do not relate to the provision of Professional Eye Care
Services as set forth in this Professional Business Management Agreement
and/or as approved in the Budget. To the extent permitted by law, Professional
Business Manager shall evaluate, assist in negotiations, administer and
execute on the Practice's behalf, all contractual arrangements with third
parties as are reasonably necessary and appropriate for the Practice's
provision of Professional Eye Care Services, including, without limitation,
negotiated price agreements with third-party payors, alternative delivery
systems, or other purchasers of group health care services. The Professional
Business Manager shall review and make recommendations to the Practice
regarding the establishment or maintenance of relationships between the
Practice and institutional health care providers and third-party payors, and
the Practice shall review and in its sole discretion approve or disapprove all
agreements with institutional health care providers and third-party payors.
The Professional Business Manager shall also make recommendations to the
Practice concerning discounted fee schedules, including capitated fee
arrangements of which the Practice

                                      15



shall be a party, and in its sole discretion the Practice shall review and
approve or disapprove all such capitated fee arrangements. The Practice shall
have the final authority with regard to the entry into all such contractual
arrangements relating to the provision of Professional Eye Care Services.

         3.9      BILLING AND COLLECTION. As an agent on behalf of and for the
account of the Practice, Professional Business Manager shall establish and
maintain credit and billing and collection services, policies and procedures,
and shall use reasonable efforts to timely bill and collect all fees for all
billable Professional Eye Care Services provided by the Practice, the
Professionals or other personnel employed or otherwise retained by the
Practice. In connection with the billing and collection services to be
provided hereunder, and throughout the Term (and thereafter as provided in
Section 6.3), the Practice hereby grants to Professional Business Manager an
exclusive special power of attorney and appoints Professional Business Manager
as the Practice's exclusive true and lawful agent and attorney-in-fact (which
shall be deemed revoked in the event of termination for cause by the
Practice), and Professional Business Manager hereby accepts such special power
of attorney and appointment, for the following purposes:

                  (a)      To bill the Practice's patients, in the Practice's
name using the Practice's tax identification number and on the Practice's
behalf, for all billable Professional Eye Care Services and Optical Services
provided by the Practice to patients.

                  (b)      To bill, in the Practice's name using the
Practice's tax identification number and on the Practice's behalf, all claims
for reimbursement or indemnification from health maintenance organizations,
self-insured employers, insurance companies, Medicare, Medicaid, and all other
third-party payors or fiscal intermediaries for all covered billable
Professional Eye Care Services and Optical Services provided by the Practice
to patients.

                  (c)      To collect and receive, in the Practice's name and
on the Practice's behalf, all accounts receivable generated by such billings
and claims for reimbursement, to administer such accounts including, but not
limited to, extending the time of payment of any such accounts; suing,
assigning or selling at a discount such accounts to collection agencies; or
taking other measures to require the payment of any such accounts; provided,
however, that the Practice shall review and approve (which approval shall not
be unreasonably withheld) any decision by Professional Business Manager to
undertake extraordinary collection measures, such as filing lawsuits,
discharging or releasing obligors, or assigning or selling accounts at a
discount to collection agencies. Professional Business Manager shall act in a
professional manner and in compliance with all federal and state fair debt
collection practices laws in rendering billing and collection services.

                  (d)      To deposit all amounts collected on behalf of the
Practice into the Account which shall be and at all times remain in the
Practice's name. The Practice covenants to transfer and deliver to the Account
all funds received by the Practice from patients or third-party payors for
billable Professional Eye Care Services and Optical Services. Upon receipt by
Professional Business Manager of any funds from patients or third-party payors
or from the Practice pursuant hereto for billable Professional Eye Care
Services and Optical Services, Professional Business Manager shall immediately
deposit the same into the Account. Professional Business Manager shall
administer, be responsible for, and be obligated to pay for all Office
Expenses; provided, however, that Professional Business Manager shall only be
liable for Office Expenses to the extent of funds in the Account. Professional
Business Manager shall disburse funds from Account to creditors and other
persons on behalf of the Practice, maintaining records of such receipt and
disbursement of funds.

                                      16



                  (e)      To take possession of, endorse in the name of the
Practice, and deposit into the Account any notes, checks, money orders,
insurance payments, and any other instruments received in payment of accounts
receivable of the Practice.

                  (f)      To sign checks on behalf of the Practice, and to
make withdrawals from the Account for payments specified in this Professional
Business Management Agreement. Upon request of Retail Business Manager, the
Practice shall execute and deliver to the financial institution wherein the
Account is maintained, such additional documents or instruments as may be
necessary to evidence or effect the special power of attorney granted to
Professional Business Manager by the Practice pursuant to this Section 3.9.
The special power of attorney granted herein shall be coupled with an interest
and shall be irrevocable except with Professional Business Manager's written
consent. The irrevocable power of attorney shall expire when this Professional
Business Management Agreement has been terminated, all accounts receivable
payable to Professional Business Manager pursuant to this Professional
Business Management Agreement have been collected, and all Management Fees due
to Professional Business Manager have been paid. If Professional Business
Manager assigns this Professional Business Management Agreement in accordance
with its terms, the Practice shall execute a power of attorney in favor of the
assignee in a form acceptable to Professional Business Manager.

























                                      17



         3.10     MAINTENANCE OF THE ACCOUNT.

                  (a)      POWER OF ATTORNEY. Professional Business Manager
shall have access to the Account solely for the purposes stated herein. In
connection herewith and throughout the term of this Professional Business
Management Agreement, the Practice hereby grants to Professional Business
Manager an exclusive special power of attorney for the purposes stated herein
and appoints Professional Business Manager as the Practice's exclusive, true,
and lawful agent and attorney-in-fact, and Professional Business Manager
hereby accepts such special power of attorney and appointment, to deposit into
the Account all funds, fees, and revenues received from collections for
Professional Eye Care Services and Optical Services rendered to patients of
the Office, and for all other professional and Office services and to make
withdrawals from the Account for payments specified in this Professional
Business Management Agreement and as requested from time-to-time by the
Practice. Notwithstanding the exclusive special power of attorney granted to
Professional Business Manager hereunder, the Practice may, upon reasonable
advance notice to Professional Business Manager, draw checks on the Account;
provided, however, that the Practice shall neither draw checks on the Account
nor request Professional Business Manager to do so if the balance remaining in
the Account after such withdrawal would be insufficient to enable Professional
Business Manager to pay on behalf of the Practice any Office Expense
attributable to the operations of the Office or to the provision of
Professional Eye Care Services or Optical Services and/or any other
obligations of the Practice. Limits on authority to sign checks and purchase
orders shall be mutually agreed upon by Professional Business Manager and the
Practice.

                  (b)      PAYMENTS FROM THE PROFESSIONAL PRACTICE ACCOUNT.
From the funds collected and deposited by the Professional Business Manager in
the Account, the Professional Business Manager shall pay in the following
order of priority and in accordance with applicable requirements under law or
contract:

                           (i)      any refunds owed to patients by the
Practice;

                           (ii)     all Office Expenses;

                           (iii)    Practice Expenses;

                           (iv)     all Permitted Shareholder Expenses;

                           (v)      any unpaid or past due compensation owed
to the Professional Business Manager pursuant to Section 5.1 hereof;

                           (vi)     the Management Fee compensation then owed
to the Professional Business Manager pursuant to Section 5.1 hereof; and

                           (vii)    all remaining Shareholder Expenses.

                  (c)      ADDITIONAL DOCUMENTS. Upon request of Professional
Business Manager, the Practice shall execute and deliver to the financial
institution wherein the Account is maintained, such additional documents or
instruments as may be necessary to evidence or effect the special power of
attorney granted to Professional Business Manager by the Practice pursuant to
this Section 3.10. The special power of attorney granted herein shall be
coupled with an interest and shall be irrevocable except with Professional
Business Manager's written consent. The irrevocable power of attorney shall
expire when this Professional Business Management Agreement has been
terminated, all accounts receivable payable to Professional

                                      18



Business Manager pursuant to this Professional Business Management Agreement
have been collected, and all Management Fees due to Professional Business
Manager have been paid. If Professional Business Manager assigns this
Professional Business Management Agreement in accordance with its terms, the
Practice shall execute a power of attorney in favor of the assignee in a form
acceptable to Professional Business Manager. Professional Business Manager
shall not make any withdrawal from the Account unless expressly authorized in
this Professional Business Management Agreement.

                  (d)      PAYROLL ACCOUNT. A Practice payroll account in the
name of the Practice shall be established on behalf of the Practice for
payroll to non-shareholder Professionals of the Practice. Funds for this
account shall be received as Practice Expenses. The Practice, as employer of
said non-shareholder Professionals, and Professional Business Manager, as
agent and attorney of the Practice shall each have signing capacity to access
the account for payroll.

         3.11     FISCAL MATTERS.

                  (a)      ANNUAL BUDGET. The initial Annual Budget shall be
agreed upon by the parties before the execution of this Professional Business
Management Agreement. Thereafter, annually and at least thirty (30) days prior
to the commencement of each fiscal year of the Practice, the Professional
Business Manager, in consultation with the Practice, shall prepare and deliver
to the Practice a proposed Budget, setting forth an estimate of the Practice's
revenues and expenses for the upcoming fiscal year. The Practice shall review
the proposed Budget and either approve the proposed Budget or request any
changes within twenty-one (21) days after receiving the proposed Budget.
Disputes concerning the Budget shall, at the request of either party hereto,
be submitted to the Practice Advisory Council. In the event the Parties are
unable to agree on a Budget by the beginning of the fiscal year, until an
agreement is reached, the Budget for the prior year shall be deemed to be
adopted as the Budget for the current year, with each line item in the Budget
(with the exception of the Management Fee which shall be established pursuant
to the terms of this Professional Business Management Agreement) increased or
decreased by one of the following, whichever is most appropriate relative to
the particular item of income or expense, (i) the percentage by which the
Adjusted Gross Revenue in the current year, excluding any damages paid by any
Professional to the Practice under any Restrictive covenant or otherwise, has
increased or decreased compared to the corresponding period of the prior year;
(ii) the increase or decrease from the prior year in the Consumer Price Index
-Health/Medical Services for the relevant region; or (iii) the proportionate
increase or decrease in mutually agreed upon personnel costs as measured by
the increase or decrease in full-time-equivalent personnel. The Practice
Advisory Council may revise or modify the Budget from time to time during the
applicable fiscal year to reflect changing circumstances affecting the
Practice. Additionally, notwithstanding the above, no change in an adopted
Budget shall be contrary to the terms and spirit of this Professional Business
Management Agreement nor shall it have any effect on the Management Fee
expressly agreed to herein, unless approved in advance in writing by the
Parties hereto.

                  (b)      OBLIGATIONS OF PROFESSIONAL BUSINESS MANAGER.
Professional Business Manager shall use commercially reasonable efforts to
manage and administer the operations of the Office as herein provided so that
the actual revenues, costs and expenses of the operation and maintenance of
the Office during any applicable period of the Practice's fiscal year shall be
consistent with the Budget.

                  (c)      ACCOUNTING AND FINANCIAL RECORDS. Professional
Business Manager shall establish and administer accounting procedures,
controls, and systems for the development, preparation, and safekeeping of
administrative or financial records and books of account relating to the
business and financial affairs of the Office and the provision of Professional
Eye Care Services and Optical Services, all of which

                                      19



shall be prepared and maintained in accordance with GAAP. Professional
Business Manager shall prepare and deliver to the Practice (i) within sixty
(60) days of the end of each of the first three (3) fiscal quarters in each
fiscal year, and (ii) within ninety (90) days of the end of each fiscal year,
a balance sheet and a profit and loss statement reflecting the financial
status of the Practice in regard to the provision of Professional Eye Care
Services and Optical Services as of the end of such period, all of which shall
be prepared in accordance with GAAP consistently applied. In addition,
Professional Business Manager shall prepare or assist in the preparation of
any other financial statements or records as the Practice may reasonably
request.

                  (d)      SALES AND USE TAXES. Professional Business Manager
and the Practice acknowledge and agree that to the extent that any of the
services to be provided by Professional Business Manager hereunder may be
subject to any state sales and use taxes, Professional Business Manager may
have a legal obligation to collect such taxes from the Practice and to remit
the same to the appropriate tax collection authorities. The Practice agrees to
have applicable state sales and use taxes attributable to the services to be
provided by Professional Business Manager hereunder treated as an Office
Expense.

         3.12     REPORTS AND RECORDS.

                  (a)      HEALTH CARE RECORDS. All files and records relating
to the operation of the Office, including without limitation, accounting,
billing and collection, and patient records shall at all times be and remain
the property of the Practice and shall remain under its possession, custody,
and control. Subject to the foregoing and to the extent permitted by
applicable law, Professional Business Manager shall, in consultation with, and
subject to the supervision of, the Practice, establish, monitor, and maintain
procedures and policies for the timely, appropriate, and efficient
preparation, filing, retrieval, and secure storage of such records. Patient
records shall be located at Office facilities so that they are readily
accessible for patient care. Patient records shall not be removed from Office
premises without the express written consent of the Practice, except as
specified herein. Patient records for patients not seen within the last three
years may be stored in a commercial storage facility or other secure location
which Professional Business Manager shall designate and which the Practice
shall approve or disapprove in its sole discretion. All such health care
records shall be retained and maintained by and for the Practice with
Professional Business Manager acting as agent for the Practice in accordance
with all applicable state and federal laws relating to the confidentiality and
retention thereof. In this regard, Professional Business Manager shall use its
best efforts to preserve the confidentiality of patient records and shall use
information contained in such records only as the agent for the Practice and
for the limited purposes necessary to perform the services set forth herein
and in accordance with state and federal law.

                  (b)      OTHER REPORTS AND RECORDS. Professional Business
Manager shall timely create, prepare, and file such additional reports and
records as are reasonably necessary and appropriate for the Practice's
provision of Professional Eye Care Services and Optical Services, and shall be
prepared to analyze and interpret such reports and records upon the request of
the Practice. The Practice shall have access to all of the reports and records
prepared by the Professional Business Manager within 30 days of a written
request.

         3.13     RECRUITMENT OF THE PRACTICE'S PROFESSIONALS. Upon the
Practice's request, Professional Business Manager shall coordinate, supervise
or perform all administrative services reasonably necessary and appropriate to
recruit potential Professionals to become employees of the Practice. It will
be and remain the sole and complete responsibility of the Practice to
interview, select, contract with, supervise, control and terminate all
Professionals performing Professional Eye Care Services or other professional
services.

                                      20



         3.14     CONFIDENTIAL AND PROPRIETARY INFORMATION.

                  (a)      Professional Business Manager agrees that it shall
not disclose any Confidential Information of the Practice to other persons
without the Practice's express written authorization, that such Confidential
Information shall not be used in any way detrimental to the Practice, and that
Professional Business Manager will keep such Confidential Information
confidential and will ensure that its affiliates and advisors who have access
to such Confidential Information comply with these nondisclosure obligations;
provided, however, that Professional Business Manager may disclose
Confidential Information to those of its Representatives who need to know
Confidential Information for the purposes of this Professional Business
Management Agreement, it being understood and agreed by Professional Business
Manager that such Representatives will be informed of the confidential nature
of the Confidential Information, will agree to be bound by this Section 3.15,
and will be directed by Professional Business Manager not to disclose to any
other person any Confidential Information. The practice statistics of the
Practice, including utilization review data, quality assurance data, cost
data, outcomes data, or other practice data and Confidential Information may
be disclosed within the Practice, to managed care providers or other third
party payors for the purpose of obtaining or maintaining third party payor
contracts or reimbursements.

         3.15     PROFESSIONAL BUSINESS MANAGER'S INSURANCE. Throughout the
Term, Professional Business Manager shall, as an Office Expense, obtain and
maintain with commercial carriers, through self-insurance or some combination
thereof, appropriate workers' compensation coverage for Professional Business
Manager's employed personnel provided pursuant to this Professional Business
Management Agreement, and professional, casualty and comprehensive general
liability insurance covering Professional Business Manager, Professional
Business Manager's personnel, and all of Professional Business Manager's
equipment in such amounts, on such basis and upon such terms and conditions as
Professional Business Manager deems appropriate but which insurance is
consistent with the insurance which is maintained by the Practice pursuant to
Section 4.5 of this Professional Business Management Agreement. Professional
Business Manager shall cause the Practice to be named as an additional insured
on Professional Business Manager's professional, casualty and comprehensive
general liability policy. Upon the request of the Practice, Professional
Business Manager shall provide the Practice with a certificate evidencing such
insurance coverage. Professional Business Manager, in agreement with the
Practice, may also carry, as an Office expense, key person life and disability
insurance on any Shareholder or Professional employee of the Practice in
amounts determined reasonable and sufficient by the Professional Business
Manager. Professional Business Manager shall be the owner and beneficiary of
any such insurance, although the Parties hereby agree that the proceeds of any
such insurance shall be paid to the Account as Adjusted Gross Revenues unless
the Parties agree to a specific split of the proceeds. Should only the
Practice choose to obtain key person life and disability insurance, the
Practice shall pay all premiums as a Practice Expense and shall receive all
proceeds. Further, if only the Professional Business Manager chooses to obtain
such insurance, Professional Business Manager shall pay all premiums as a
Professional Business Manager Expense and shall receive the proceeds. The
Practice shall cause its Professionals to submit to a medical examination
necessary to obtain such insurance.

         3.16     NO WARRANTY OR REPRESENTATIONS. The Practice acknowledges
that Professional Business Manager has not made and will not make any express
or implied warranties or representations that the Management Services provided
by Professional Business Manager will result in any particular amount or level
of income to the Practice. Specifically, Professional Business Manager has not
represented that its Management Services will result in higher revenues, lower
expenses, greater profits, or growth in the number of patients treated by the
Practice's Professionals.


                                      21



         3.17     MARKETING AND PUBLIC RELATIONS. Under the supervision of the
Practice and subject to its approval, Professional Business Manager shall
design and implement an appropriate public relations program on behalf of the
Practice, with appropriate emphasis on public awareness of the availability of
Professional Eye Care Services and Optical Services at the Office. The public
relations program shall be conducted in compliance with applicable laws and
regulations governing advertising by the optical and optometric professions.

         3.18     ACQUISITION OF SERVICES AND SUPPLIES. In obtaining services,
supplies and personnel for or on behalf of the Practice pursuant to this
Professional Business Management Agreement, Professional Business Manager
shall be authorized to obtain such services, supplies and personnel from an
affiliate of Professional Business Manager provided that the Office Expenses
which are incurred by or on behalf of the Professional Business Manager shall
be consistent with the expenses of optical dispensaries similar in size, type,
and operations in the State.

                                   ARTICLE IV

                OBLIGATIONS AND RESPONSIBILITIES OF THE PRACTICE.

         4.1      PROFESSIONAL SERVICES. The Practice shall diligently conduct
the business of an optometric and/or therapeutic optometric practice,
including utilizing its capacities to the greatest extent practicable to
provide Professional Eye Care Services and Optical Services to patients of the
Office. The Practice shall retain that number of Professionals as are
reasonably necessary and appropriate in the sole discretion of the Practice
for the provision of Professional Eye Care Services and Optical Services and
shall determine their assignment and scheduled hours of practice at Office
locations. The Practice shall provide Professional Eye Care Services and
Optical Services to the Office's patients in compliance at all times with
ethical, laws and regulations applying to the optometric and/or therapeutic
optometric and optical professions. The Practice shall ensure that each
Professional associated with or employed by the Practice to provide
Professional Eye Care Services and Optical Services to the Office's patients
is licensed by the State. The Practice shall establish and implement a program
to monitor the quality of Professional Eye Care Services and Optical Services
provided at the Office (the "Continuous Quality Improvement Program"). The
Continuous Quality Improvement Program shall be designed to promote and
maintain quality care consistent with accepted practices prevailing from time
to time in the area where each Office facility is situated.

         4.2      OPTOMETRIC AND THERAPEUTIC OPTOMETRIC PRACTICE. The Practice
shall use and occupy the Office for the provision of Professional Eye Care
Services and Optical Services and shall comply with all applicable local
rules, ordinances and all standards of optometric and/or therapeutic
optometric and optical care. It is expressly acknowledged by the parties that
the optometric and/or therapeutic optometric and optical practice or practices
conducted at the Office shall be conducted solely by Professionals employed by
or under contract with the Practice, and no other Professional shall be
permitted to use or occupy the Office.

         4.3      EMPLOYMENT OF PROFESSIONALS. Subject to Section 3.13 hereof,
the Practice shall be responsible for the hiring, compensation, supervision,
evaluation, and termination of all Professionals. At the request of the
Practice, Professional Business Manager shall be available to consult with the
Practice respecting such matters. The Practice shall be responsible for the
payment of such Professionals' salaries and wages, payroll taxes, benefits,
and all other taxes and charges now or hereafter applicable to them. The
Practice shall employ and contract only with licensed Professionals who meet
applicable


                                      22



credentialing guidelines established by the Practice. The Practice shall not
in any fiscal year contract in the aggregate with Professionals for an amount
(including the cost of associated benefits, payroll expense, and professional
liability coverage) which is greater than the amount provided for such purpose
in the Budget for such fiscal year. The Practice represents, warrants and
covenants that the President of the Practice has entered into an employment
agreement in substantially the form attached hereto as Exhibit 4.3B, (the
"Presidents Employment Agreement") which agreement is currently and shall
remain in force and effect during the term of this Agreement unless terminated
in accordance therewith.

         4.4      PROFESSIONAL STANDARDS. As a continuing condition of
Professional Business Manager's obligations hereunder each Professional and
any other Professional personnel retained by the Practice to provide
Professional Eye Care Services and Optical Services must (i) have and maintain
a valid and unrestricted license to practice optometry or ophthalmology in the
State, (ii) comply with, be controlled and governed by, and provide
Professional Eye Care Services and Optical Services in accordance with
applicable federal, state and municipal laws, rules, regulations, ordinances
and orders, and the ethics and standard of care of the optometric and optical
communities wherein the principal Office of the Practice is located, and (iii)
provide on a continual basis, quality care to its patients.

         4.5      PRACTICE'S INSURANCE. The Practice shall, as a Practice
Expense, obtain and maintain with commercial carriers chosen by the Practice
appropriate workers' compensation coverage for the Practice's employed
personnel, if any, and professional and comprehensive general liability
insurance covering the Practice and each of the Professionals involved in the
provision of Professional Eye Care Services and the Professional Business
Manager shall be a named insured on such policies. The comprehensive general
liability coverage with respect to each of the Professionals shall be in the
minimum amount of One Million Dollars ($1,000,000) and professional liability
coverage shall be in the minimum amount of One Million Dollars ($1,000,000)
for each occurrence and One Million Dollars ($1,000,000) annual aggregate. The
insurance policy or policies shall provide for at least thirty (30) days'
advance written notice to the Practice from the insurer as to any alteration
of coverage, cancellation, or proposed cancellation for any cause. Upon the
termination of this Professional Business Management Agreement for any reason,
the Practice shall continue to carry professional liability insurance in the
amounts specified herein for the shorter period of (i) the period set forth in
the State's statute of repose (or if no statute of repose exists, the State's
statute of limitations) for bringing professional malpractice claims based
upon injuries which are not immediately discoverable plus any applicable
tolling periods, or (ii) ten (10) years after termination; or if the Practice
dissolves or ceases to practice optometry, the Practice shall obtain and
maintain as a Practice Expense "tail" professional liability coverage, in the
amounts specified in this Section 4.5 for the shorter period of (i) the period
set forth in the State's statute of repose (or if no statute of repose exists,
the State's statute of limitations) for bringing professional malpractice
claims based upon injuries which are not immediately discoverable plus any
applicable tolling periods, or (ii) ten (10) years; provided, however, that
the Practice may cause its Professionals to be responsible for paying the
premiums for such "tail" insurance coverage. The Shareholder shall be
responsible for paying all premiums for Shareholder "tail" insurance coverage
and such coverage shall be a Shareholder Expense;

         4.6      CONFIDENTIAL AND PROPRIETARY INFORMATION. The Practice
agrees that it shall not disclose any Confidential Information of the
Professional Business Manager to other persons without Professional Business
Manager's express written authorization, that such Confidential Information
shall not be used in any way detrimental to Professional Business Manager, and
that the Practice will keep such Confidential Information confidential and
will ensure that its affiliates and advisors who have access to such
Confidential Information comply with these nondisclosure obligations;
provided, however, that the Practice may disclose Confidential Information to
those of its Representatives who need to know Confidential Information for the


                                      23



purposes of this Professional Business Management Agreement, it being
understood and agreed by the Practice that such Representatives will be
informed of the confidential nature of the Confidential Information, will
agree to be bound by this Section 4.6, and will be directed by the Practice
not to disclose to any other person any Confidential Information.

         4.7      NON-COMPETITION. The Parties hereby recognize, acknowledge,
and aver that Professional Business Manager's provision of the Management
Services will be feasible only if the Practice operates an active practice to
which the Professionals associated with the Practice devote their full time
and attention. The Parties further recognize, acknowledge, and aver that
Professional Business Manager will incur substantial costs in providing the
Management Services. Moreover, in the process of providing Professional Eye
Care Services and Optical Services under this Professional Business Management
Agreement, the Practice will be privy to financial and Confidential
Information, to which the Practice would not otherwise be exposed. The Parties
agree, acknowledge, and aver that the non-competition covenants described
hereunder are necessary to protect the Practice's optometric and optical
practices and thereby the Professional Business Manager, and that Professional
Business Manager would not have entered into this Professional Business
Management Agreement without the following covenants.

                  (a)      Except as specifically agreed to by Professional
Business Manager in writing, the Practice covenants and agrees that during the
Term of this Professional Business Management Agreement and for a period of
one (1) year from the date this Professional Business Management Agreement is
terminated, other than if terminated by the Practice for cause, or expires,
the Practice shall not directly or indirectly own (excluding ownership of less
than one percent (1%) of the equity of any publicly traded entity and
excluding ownership of the common stock of Professional Business Manager),
manage, operate, control, contract with, lend funds to, lend its name to,
maintain any interest whatsoever in, or be employed by, any enterprise (i)
having to do with the provision, distribution, promotion, or advertising of
any type of management or administrative services or products to third parties
in competition with Professional Business Manager, within a 5 mile radius of
any Office; and/or (ii) offering any type of service(s) or product(s) to third
parties substantially similar to those offered by Professional Business
Manager to the Practice in competition with Professional Business Manager
within a 5 mile radius of any Office and/or (iii) engaged in the retail sale
of optical goods. Notwithstanding the above restriction, nothing herein shall
prohibit (i) the Practice or its Shareholder from providing management and
administrative services to this or their own optometry practice after the
termination of this Professional Business Management Agreement; (ii) the
Practice or its Shareholder from contracting with a third-party manager to
provide administrative or management services for its or their professional
eye care practices after termination of this Professional Business Management
Agreement; (iii) the Practice's Shareholder from providing management and
administrative services to their own optometry practices after the termination
of their employment relationship with the Practice, and (iv) such Shareholder
from contracting with a third-party manager to provide administrative or
management services for their professional eye care practices after the
termination of their employment relationship with the Practice.

                  (b)      RESTRICTIVE COVENANTS BY OPTOMETRISTS. If the
Business Manager requests, the Practice shall use its reasonable best efforts
to enter into a non-competition agreement with the non-Shareholder
Professionals, in a form mutually acceptable to the parties, pursuant to which
the non-Shareholder Professionals shall agree not to practice optometry and/or
therapeutic optometry or provide Optical Services within a certain radius of
the Office location at which any such non-Shareholder Professional performed
services on a regular basis(the "Restrictive Covenant". The Restrictive
Covenant shall be effective for a period of one (1) year following termination
of employment with the Practice and may be subject to a liquidated damages
provision as authorized hereafter.


                                      24



                  (c)      LIQUIDATED DAMAGES. The Practice and Professional
Business Manager acknowledge and agree that the Restrictive Covenant described
above may contain a liquidated damages provision, consistent with the laws of
the State with terms mutually acceptable to the Parties. Any liquidated damage
amount collected by the Practice through enforcement of the Restrictive
Covenant shall be delivered immediately to Professional Business Manager for
deposit in the Account and included in the Adjusted Gross Revenue. The
Practice hereby stipulates and agrees that Professional Business Manager will
suffer severe harm if the Practice fails or refuses to obtain and enforce the
Restrictive Covenant, including the aforesaid liquidated damages provision.

                  (d)      The Practice understands and acknowledges that
Professional Business Manager shall suffer severe harm in the event that the
foregoing non-competition covenants in Section 4.7 are violated, and
accordingly, if the Practice breaches any obligation of Section 4.7, in
addition to any other remedies available under this Professional Business
Management Agreement, at law or in equity, Professional Business Manager shall
be entitled to enforce this Professional Business Management Agreement by
injunctive relief and by specific performance of the Professional Business
Management Agreement, such relief to be without the necessity of posting a
bond, cash or otherwise. Additionally, nothing in this Section 4.7(d) shall
limit Professional Business Manager's right to recover any other damages to
which it is entitled as a result of the Practice's breach. The time period for
which the non-competition covenant is effective shall be extended day for day
for the time period the Practice is in violation of the non-competition
covenant. If any provision of the covenants is held by a court of competent
jurisdiction to be unenforceable due to an excessive time period, geographic
area, or restricted activity, the covenant shall be reformed to comply with
such time period, geographic area, or restricted activity that would be held
enforceable. Following termination of this Professional Business Management
Agreement pursuant to Section 6.2(b) hereof, the Practice shall not amend,
alter or otherwise change any term or provision of the Restrictive Covenants
or liquidated damages provisions of the Employment Agreements or the
President's Employment Agreement. Following termination of this Agreement
pursuant to Section 6.2(a) hereof, the Practice and the Professionals shall be
relieved of the restrictions imposed by this Section 4.7.

         4.8      NAME, TRADEMARK. The Practice represents and warrants that
on and after sixty (60) days from the effective day of this Professional
Business Management Agreement, the Practice shall conduct its professional
practice under the name of, and only under the name of Doctor's VisionWorld
and that such name is duly registered, qualified, or licensed under the laws
of the State, and that, to the Practice's knowledge, the Practice is the sole
and absolute owner of the name in the State or the Practice has duly licensed
such tradename and any related trademarks from the owner thereof. The Practice
covenants and promises that, without the prior written consent of Professional
Business Manager, the Practice will not:

                  (a)      take any action that is reasonably likely to result
in the loss of registration, qualification or licensure of the name;

                  (b)      fail to take any reasonably necessary action that
will maintain the registration, qualification, or licensure current;

                  (c)      license, sell, give, or otherwise transfer the name
or the right to use the name to any optometry practice, Optometrist,
professional corporation, office or any other entity; or

                  (d)      cease conducting the professional practice of the
Practice under the name.


                                      25



         4.9      BILLING INFORMATION AND ASSIGNMENTS; ESTABLISHMENT OF FEES.
The Practice shall promptly provide the Professional Business Manager with all
billing and other information reasonably requested by the Professional
Business Manager to enable it to bill and collect the Office's fees and other
charges and reimbursement claims pursuant to Section 3.9, and the Practice
shall use its best efforts to procure consents to assignments and other
approvals and documents necessary to enable the Professional Business Manager
to obtain payment or reimbursement from third parties for such fees, other
charges and claims.

         4.10     PROVIDER AGREEMENTS. The Practice shall have ultimate
authority with regard to all contractual arrangements with third parties for
the Practice's provision of Professional Eye Care Services and Optical
Services, and the Practice may at its sole discretion reject or otherwise
refuse to enter into any such contractual arrangement.

         4.11     TAX MATTERS. The Practice shall prepare or arrange for the
preparation by an accountant selected by the Practice of all appropriate
corporate tax returns and reports required of the Practice including such
returns and reports required with respect to the Account. All costs and
expenses relating to the preparation of such returns and reports shall be
deemed a Practice Expense.

         4.12     SHAREHOLDER'S UNDERTAKING TO ENFORCE CERTAIN PROVISIONS OF
AGREEMENT. The Practice shall cause to be executed by the Shareholder of the
Practice an undertaking in the form of Exhibit 4.12 by such Shareholder to
ensure that the covenants not to compete described in Section 4.7 of this
Professional Business Management Agreement are enforced by the Practice
against any individuals violating such covenants.

         4.13     LIMITATIONS ON ACTIONS OF THE PRACTICE. The Practice shall
not take any of the following actions without the express prior written
consent of Professional Business Manager:

                  (a)      Any action leading to or intended to result in the
merger, combination or consolidation of the Practice or Office with, or
acquisition of the Practice, the Office, or their businesses by, any other
entity;

                  (b)      Mortgage or encumber any of the Practice's real,
personal or mixed property as security for any indebtedness which is not
contemplated by the Budget;

                  (c)      Pay any dividend or make any other distribution,
whether in cash or in kind, to Shareholder of the Practice, if any
compensation owed by the Practice to Professional Business Manager hereunder
has not been paid in full, and if any and all monetary obligations of the
Practice to Professional Business Manager have not been fully paid in
accordance with the terms of any and all documents governing such obligations;

                  (d)      Dissolve or liquidate the Practice, or take any
action with a view to or likely to have the result of the dissolution or
liquidation of the Practice; or

                  (e)      Authorize the provision of professional services
such that the income derived therefrom is not owned by the Practice; provided
that no such consent is necessary for (i) professional services performed by
Professionals during said Professionals' vacation time, or (ii) professional
services performed in connection with duties and responsibilities as a member
of the Reserves or National Guard.


                                      26



         4.14     LEASES OF OFFICE. The Practice shall maintain and fulfill
all of its obligations under leases of Office facilities or locations.

                                    ARTICLE V

                        BUSINESS MANAGER'S COMPENSATION.

         5.1      BASE MANAGEMENT FEE. The Practice and Professional Business
Manager agree to the compensation set forth herein as being paid to
Professional Business Manager in consideration of a substantial commitment
made by Professional Business Manager hereunder and that such fees are fair
and reasonable. The Professional Business Manager shall be paid a management
fee for each consecutive twelve-month period during the term hereof equal to
the amount set forth on Exhibit 5.1 hereto, as may be amended from time to
time. The Management Fee shall be paid monthly during the term hereof. On or
before each anniversary of the date hereof, the Management Fee for the
immediately following twelve (12) month period shall be adjusted as may be
mutually agreed to by the Parties. In the event that the Parties are unable to
agree upon the Management Fee for such twelve (12) month period (the period
during which the Management Fee has not been mutually agreed upon is
hereinafter referred to as the "Unresolved Period"), then the Management Fee
for the previous twelve (12) month period shall remain in effect until the
parties are able to mutually agree upon the Management Fee for the Unresolved
Period and the Business Manager may, in its sole discretion, terminate this
Agreement at any time during such Unresolved Period in accordance with Section
6.2 hereof.

         5.2      REASONABLE VALUE. Payment of the Management Fee is not
intended to be and shall not be interpreted or applied as permitting
Professional Business Manager to share in the Practice's fees for Professional
Eye Care Services or any other services, but is acknowledged as the Parties'
negotiated agreement as to the reasonable fair market value of Professional
Business Manager's commitment to pay all Office Expenses and the fair market
value of the Non-Health Care Equipment, contract analysis and support, other
support services, purchasing, personnel, management, administration, strategic
management and other items and services furnished by Professional Business
Manager pursuant to the Professional Business Management Agreement,
considering the nature and volume of the services required and the risks
assumed by Professional Business Manager.

         5.3      PAYMENT OF MANAGEMENT FEE. To facilitate the payment of the
Management Fee as provided in Section 5.1 hereof, the Practice hereby
expressly authorizes Professional Business Manager to make withdrawals of the
Management Fee from the Professional Practice Account as such fee becomes due
and payable during the Term in accordance with Section 3.10(a) and after
termination as provided in Section 6.3. Professional Business Manager shall
deliver to the Practice an invoice for the Management Fee accompanied by a
reasonably detailed statement of the information upon which the Management Fee
calculation is based.

         5.4      DISPUTES REGARDING FEES.

                  (a)      It is the Parties' intent that any disputes
regarding performance standards of the Professional Business Manager be
resolved to the extent possible by good faith negotiation. To that end, the
Parties agree that if the Practice in good faith believes that Professional
Business Manager has failed to perform its obligations, and that as a result
of such failure, the Practice is entitled to a set-off or reduction in its
Management Fees, the Practice shall give Professional Business Manager notice
of the perceived failure and request in the notice a set-off or reduction in
Management Fees. Professional Business Manager and the


                                      27



Practice shall then negotiate the dispute in good faith, and if an agreement
is reached, the Parties shall implement the resolution without further action.
At the request of Professional Business Manager or the Practice, the Practice
Advisory Council shall make recommendations to Professional Business Manager
with respect to any dispute concerning a set off or reduction in Management
Fees.

                  (b)      If the Parties cannot reach a resolution within a
reasonable time, the Parties shall submit the dispute to mediation to be
conducted in accordance with the American Arbitration Association's Commercial
Mediation Rules.

                  (c)      If the mediation process fails to resolve the
dispute, the dispute shall be submitted by either Party to binding arbitration
under Section 8.7.

                                   ARTICLE VI

                              TERM AND TERMINATION

         6.1      INITIAL AND RENEWAL TERM. The Term of this Professional
Business Management Agreement will be for an initial period of ten (10) years
after the effective date, and shall be automatically renewed for successive
five (5) year periods thereafter, provided that neither Professional Business
Manager nor the Practice shall have given notice of termination of this
Professional Business Management Agreement at least one hundred twenty (120)
days before the end of the initial term or any renewal term, or unless
otherwise terminated as provided in Section 6.2 of this Professional Business
Management Agreement.

         6.2      TERMINATION.

                  (a)      TERMINATION BY THE PRACTICE. The Practice may
immediately terminate this Professional Business Management Agreement at its
discretion, upon written notice pursuant to Section 8.3, as follows:

                           (i)      If Professional Business Manager becomes
insolvent by reason of its inability to pay its debts as they mature; is
adjudicated bankrupt or insolvent; files a petition in bankruptcy,
reorganization or similar proceeding under the bankruptcy laws of the United
States or shall have such a petition filed against it which is not discharged
within thirty (30) days; has a receiver or other custodian, permanent or
temporary, appointed for its business, assets or property; makes a general
assignment for the benefit of creditors; has its bank accounts, property or
accounts attached; has execution levied against its business or property; or
voluntarily dissolves or liquidates or has a petition filed for corporate
dissolution and such petition is not dismissed with thirty (30) days;

                           (ii)     If the Professional Business Manager fails
to comply with any material provision of this Professional Business Management
Agreement and does not correct such failure within ninety (90) days after
written notice of such failure to comply is delivered by the Practice
specifying the nature of the breach in reasonable detail;

                           (iii)    Professional Business Manager commits any
act of fraud, misappropriation or embezzlement, or any other felony and as a
result the Professional Business Manager is unable to substantially perform
under the terms of this Professional Business Management Agreement or the
Practice or Professional Business Manager is materially and adversely
affected; or


                                      28



                           (iv)     Professional Business Manager and the
Practice have not agreed upon the Management Fee for any Unresolved Period in
accordance with Section 5.1 hereof.

                  (b)      TERMINATION BY PROFESSIONAL BUSINESS MANAGER.
Professional Business Manager may immediately terminate this Professional
Business Management Agreement at its discretion, upon written notice pursuant
to Section 8.3, as follows:

                           (i)      The revocation, suspension, cancellation
or restriction of any Shareholder's license to practice optometry in the State
if, in the reasonable discretion of the Professional Business Manager, the
Practice will not be financially viable after such revocation, suspension,
cancellation, or restriction.

                           (ii)     If the Practice becomes insolvent by
reason of its inability to pay its debts as they mature; is adjudicated
bankrupt or insolvent; files a petition in bankruptcy, reorganization or
similar proceeding under the bankruptcy laws of the United States or shall
have such a petition filed against it which is not discharged within thirty
(30) days; has a receiver or other custodian, permanent or temporary,
appointed for its business, assets or property; makes a general assignment for
the benefit of creditors; has its bank accounts, property or accounts
attached; has execution levied against its business or property; or
voluntarily dissolves or liquidates or has a petition filed for corporate
dissolution and such petition is not dismissed with thirty (30) days;

                           (iii)    If the Practice fails to comply with any
material provision of this Professional Business Management Agreement, or any
other agreement with Professional Business Manager, and does not correct such
failure within sixty (60) days after written notice of such failure to comply
is delivered by Professional Business Manager specifying the nature of the
breach in reasonable detail;

                           (iv)     If the Practice or any of the Practice
Professionals commits any act of fraud, misappropriation or embezzlement, or
any other felony and as a result the Practice is unable to substantially
perform under the terms of this Professional Business Management Agreement or
the Practice or Professional Business Manager is materially and adversely
affected; or

                           (v)      If any of the material representations of
the Practice are false or incorrect when made or hereafter become materially
false or incorrect or any warranty of the Practice is materially breached.

                  (c)      TERMINATION BY AGREEMENT. In the event the Practice
and Professional Business Manager shall mutually agree in writing, this
Professional Business Management Agreement may be terminated on the date
specified in such written agreement.

                  (d)      LEGISLATIVE, REGULATORY OR ADMINISTRATIVE CHANGE.
In the event there shall be a change in the Medicare or Medicaid statutes,
federal statutes, state statutes, case law, administrative interpretations,
regulations or general instructions, the adoption of new federal or state
legislation, a change in any third-party reimbursement system, or any finding,
ruling, or decree of any regulatory body concerning this Professional Business
Management Agreement, any of which are reasonably likely to materially and
adversely affect the manner in which either Party may perform or be
compensated for its services under this Professional Business Management
Agreement or which shall make this Professional Business Management Agreement
or any related agreements unlawful or unenforceable, or which would be


                                      29



reasonably likely to subject either Party to this Professional Business
Management Agreement, or any member, shareholder, officer, director, employee,
agent or affiliated organization to any civil or criminal penalties or
administrative sanctions, the Parties shall immediately use their best efforts
to enter into a new service arrangement or basis for compensation for the
services furnished pursuant to this Professional Business Management Agreement
that complies with the law, regulation, policy, finding, ruling, or decree, or
which minimizes the possibility of such penalties, sanctions or
unenforceability, and that approximates as closely as possible the economic
position of the Parties prior to the change. If the Parties are unable to
reach a new agreement within sixty (60) days, this Professional Business
Management Agreement shall be terminated upon ninety (90) days written notice
by either party to the other.

         6.3      EFFECTS OF TERMINATION.

                  (a)      OBLIGATION AFTER TERMINATION. Upon termination of
this Professional Business Management Agreement, as hereinabove provided,
neither Party shall have any further obligations hereunder except for

                           (i)      obligations accruing prior to the date of
termination, including, without limitation, payment of the Management Fee
relating to services provided prior to the termination of this Professional
Business Management Agreement;

                           (ii)     obligations, promises, or covenants set
forth herein that are expressly made to extend beyond the Term, including,
without limitation, insurance, indemnities and non-competition provisions,
which provisions shall survive the expiration or termination of this
Professional Business Management Agreement;

                           (iii)    the obligation of the Practice described
in Section 6.4;

                           (iv)     the obligation of the Practice to repay
amounts advanced by Professional Business Manager to the Practice; and

                           (v)      the obligation of the Professional
Business Manager to remit to the Practice any amounts collected by the
Professional Business Manager in excess of the amounts then owed to
Professional Business Manager (whether for Management Fees, reimbursement of
expenses, or otherwise).

                  (b)      RECEIPT OF COLLECTIONS AFTER TERMINATION. In
effectuating the provisions of this Section 6.3, the Practice specifically
acknowledges and agrees that if this Professional Business Management
Agreement terminates pursuant to Sections 6.1, 6.2(b) or 6.2(d), Professional
Business Manager shall continue for a period not to exceed ninety (90) days to
exclusively collect and receive on behalf of the Practice all cash collections
from accounts receivable in existence at the time this Professional Business
Management Agreement is terminated, it being understood that

                           (i)      such cash collections will represent
compensation to Professional Business Manager to the extent of all outstanding
obligations to Professional Business Manager by the Practice pursuant to this
Agreement for Management Services already rendered;

                           (ii)     Professional Business Manager shall not be
entitled to collect accounts receivable after the termination date if this
Agreement is terminated pursuant to Section 6.2(a);


                                      30


                           (iii)    the Professional Business Manager shall
deduct from such cash collections any other amounts owed to Professional
Business Manager under this Professional Business Management Agreement,
including, without limitation, ten percent (10%) of such cash collections as its
Management Fee during any period after the termination of this Professional
Business Management Agreement while such collections are taking place and any
reasonable costs incurred by Professional Business Manager in carrying out the
post termination procedures and transactions contemplated herein; and

                           (iv)     Professional Business Manager shall remit
remaining amounts from such collection activities, if any, to the Practice.

                  (c)      SURRENDER OF BOOKS AFTER TERMINATION. Upon the
expiration or termination of this Professional Business Management Agreement for
any reason or cause whatsoever, Professional Business Manager shall surrender to
the Practice all books and records pertaining to the Office.

         6.4      PURCHASE OBLIGATION. (a) Upon expiration of this Professional
Business Management Agreement in accordance with Section 6.1 or termination of
this Professional Business Management Agreement by Professional Business
Manager, as set forth in Sections 6.2(b) or 6.2(d) above, the Practice shall
upon Professional Business Manager's demand:

                  (i)      to the extent requested by Professional Business
Manager, purchase from Professional Business Manager at book value all of the
furniture, fixtures, and non-medical equipment used in the operation of the
Office and owned by the Professional Business Manager, as adjusted in accordance
with GAAP to reflect operations of the Office, depreciation, amortization, and
other adjustments through the last day of the month most recently ended prior to
the date of such termination.

                  (ii)     Assume all contracts and leases and the Practice's
pro rata share of all debts and payables that are obligations of Professional
Business Manager and that relate principally to the performance of Professional
Business Manager's obligations under this Professional Business Management
Agreement; provided, however, that the Practice shall only be obligated to
assume such contacts and leases if the Practice will be able to enjoy the
benefits of the contracts and leases following such assumption; and

                  (iii)    Cause to be executed by Shareholder of the Practice
such security agreements reasonably required by Professional Business Manager in
connection with the purchase described in this Section 6.4. The current
Shareholder of the Practice shall on or before the effective date of this
Professional Business Management Agreement, and all individuals who become
Shareholders of the Practice after the effective date of commencement of this
Professional Business Management Agreement shall upon becoming a Shareholder of
the Practice, execute and deliver to Professional Business Manager an
undertaking to comply with this Section 6.4 which shall be in the form of
Exhibit 6.4.

         (b)      Upon expiration of this Professional Business Management
Agreement in accordance with Section 6.1 or termination of this Professional
Business Management Agreement by Professional Business Manager, as set forth in
Sections 6.2(b) or 6.2(d) above, and the Professional Business Manager does not
elect to require the Practice to purchase the assets and take the other actions
required in Section 6.4(a) above, the Practice shall upon Professional Business
Manager's request, sell to the Professional Business Manager, or its assigns,
all of the health care related equipment owned by the Practice at a purchase
price equal to the book value, as adjusted in accordance with GAAP to reflect
operations of the Office, depreciation, amortization, and other adjustments
through the last day of the month most recently ended prior to the date of such
termination.


                                      31


         6.5      CLOSING OF PURCHASE. (a) If and when the Practice purchases
the assets pursuant to Section 6.4(a), the Practice shall pay cash or deliver a
note payable in equal monthly installments over five (5) years at an interest
rate not to exceed "prime" plus one (1%) percent ("prime" being the commercial
lending rate of Bank of America, N.A.), per annum, for the purchased assets.
The amount of the purchase price shall be reduced by the amount of debt and
liabilities of Professional Business Manager, if any, assumed by the Practice,
by any payment the Professional Business Manager has failed to make under this
Professional Business Management Agreement, and by any unpaid portion of any
promissory notes payable by Professional Business Manager to any Shareholder of
the Practice. The Practice and the Shareholder of the Practice shall execute
such documents as may be required to assume the liabilities set forth in Section
6.4(b) and to remove Professional Business Manager from any liability with
respect to such purchased asset. The closing date for the purchase shall be
determined by the Parties, but shall in no event occur later than the expiration
date of this Professional Business Management Agreement if this Agreement
expires in accordance with Section 6.1, or sixty (60) days from the date of the
notice of termination for cause. The termination of this Professional Business
Management Agreement shall become effective upon the closing of the sale of the
assets if the assets are purchased, and all Parties shall be released from any
restrictive covenants provided for in Section 4.7 on the closing date. From and
after any termination, each Party shall provide the other Party with reasonable
access to the books and records then owned by it to permit such requesting Party
to satisfy reporting and contractual obligations that may be required of it.

         (b)      If and when the Practice sells the assets pursuant to Section
6.4(b), the closing date for the purchase shall be determined by the Parties,
but shall in no event occur later than the expiration date of this Professional
Business Management Agreement if this Agreement expires in accordance with
Section 6.1, or ten (10) days from the date of the notice of termination for
cause. The termination of this Professional Business Management Agreement shall
become effective upon the closing of the sale of the assets if the assets are
purchased, and the Parties shall be not released from any restrictive covenants
provided for in Section 4.7. From and after any termination, each Party shall
provide the other Party with reasonable access to the books and records then
owned by it to permit such requesting Party to satisfy reporting and contractual
obligations that may be required of it.

         6.6      LIMITATION OF LIABILITY. In no event shall Professional
Business Manager be liable to the Practice for any indirect, special or
consequential damages or lost profits, arising out of or related to this
Professional Business Management Agreement or the performance or breach thereof,
even if Professional Business Manager has been advised of the possibility
thereof.

                                   ARTICLE VII

                       INDEMNIFICATION; THIRD PARTY CLAIMS

         7.1      INDEMNIFICATION BY THE PRACTICE. The Practice shall indemnify
and hold harmless Professional Business Manager and Professional Business
Manager's shareholders, directors, officers, agents and employees, from and
against all claims, demands, liabilities, losses, damages, costs and expenses,
including reasonable attorneys' fees, resulting in any manner, directly or
indirectly, from the negligent or intentional acts or omissions of the Practice
or its members, Shareholder, directors, officers, employees, agents or
independent contractors, including but not limited to any such claims, demands,
liabilities, losses, damages, costs and expenses which accrued or arose prior to
the date of execution of this Professional Business Management Agreement.


                                      32


         7.2      INDEMNIFICATION BY PROFESSIONAL BUSINESS MANAGER. Professional
Business Manager shall indemnify and hold harmless the Practice, and the
Practice's members, Shareholder, directors, officers, agents and employees, from
and against any and all claims, demands, liabilities, losses, damages, costs and
expenses, including reasonable attorneys' fees, resulting in any manner,
directly or indirectly, from the negligent or intentional acts or omissions of
Professional Business Manager or its shareholders, directors, officers,
employees, agents or independent contractors.

         7.3      NOTICE OF CLAIM FOR INDEMNIFICATION. No claims for
indemnification under this Professional Business Management Agreement relating
to claims solely between the Parties shall be valid unless notice of such claim
is delivered to the Practice (in the case of a claim by Professional Business
Manager) or Professional Business Manager (in the case of a claim by the
Practice) within one (1) year after the Party making such claim first obtained
knowledge of the facts upon which such claim is based. Any such notice shall set
forth in reasonable detail, to the extent known by the Party giving such notice,
the facts on which such claim is based and the resulting estimated amount of
damages.

         7.4      MATTERS INVOLVING THIRD PARTIES.

                  (a)      If the Practice or Professional Business Manager
receives notice or acquires knowledge of any matter which may give rise to a
claim by another person and which may then result in a claim for indemnification
under this Professional Business Management Agreement, then: (i) if such notice
or knowledge is received or acquired by the Practice, the Practice shall
promptly notify Professional Business Manager; and (ii) if such notice or
knowledge is received or acquired by Professional Business Manager, the
Professional Business Manager shall promptly notify the Practice; except that no
delay in giving such notice shall diminish any obligation under this
Professional Business Management Agreement to provide indemnification unless
(and then solely to the extent) the Party from whom such indemnification is
sought is prejudiced.

                  (b)      Any Party from whom such indemnification (the
"Indemnifying Party") is sought shall have the right to defend the Party seeking
such indemnification (the "Indemnified Party") against such claim by another
person (the "Third Party Claim") with counsel of the Indemnifying Party's choice
reasonably satisfactory to the Indemnified Party so long as: (i) within fifteen
(15) days after the Indemnified Party has given notice of the Third Party Claim
to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party
that the Indemnifying Party will indemnify the Indemnified Party from and
against all adverse consequences the Indemnified Party may suffer caused by,
resulting from, arising out of or relating to such Third Party Claim; (ii) the
Indemnifying Party provides the Indemnified Party with evidence reasonably
satisfactory to the Indemnified Party that the Indemnifying Party has the
financial resources necessary to defend against the Third Party Claim and
fulfill its indemnification obligations; (iii) the Third Party Claim seeks money
damages; (iv) settlement of, or an adverse judgment with respect to, the Third
Party Claim (other than an optometric malpractice claim) is not, in the good
faith judgment of the Indemnified Party, likely to establish a precedential
custom or practice adverse to the continuing business interests of the
Indemnified Party; and (v) the Indemnifying Party conducts the defense of the
Third Party Claim actively and diligently.

                  (c)      So long as the Indemnifying Party is conducting the
defense of the Third Party Claim in accordance with Section 7.4(b): (i) the
Indemnified Party may retain separate co-counsel at its sole cost and expense
and participate in the defense of the Third Party Claim; (ii) the Indemnified
Party shall not consent to the entry of any judgment or enter into any
settlement with respect to the Third Party Claim without the prior consent of
the Indemnifying Party; and (iii) the Indemnifying Party shall not consent to
the


                                      33


entry of any judgment or enter into any settlement with respect to the Third
Party Claim without the prior consent of the Indemnified Party.

                  (d)      If any of the conditions specified in Section 7.4(b)
is not satisfied, however; (i) the Indemnified Party may defend against, and
consent to the entry of any judgment or enter into any settlement with respect
to, the Third Party Claim in any manner it may deem advisable (and the
Indemnified Party need not consult with, or obtain any consent from, any
Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall
reimburse the Indemnified Party promptly and periodically for the costs of
defending against the Third Party Claim (including reasonable attorneys' and
accountants' fees and expenses); and (iii) the Indemnifying Party shall remain
responsible for any adverse consequences the Indemnified Party may suffer caused
by, resulting from, arising out of or relating to such Third Party Claim to the
fullest extent provided in this Professional Business Management Agreement.

         7.5      SETTLEMENT. Except as permitted by Section 7.4, a Party shall
not compromise or settle any claim for which the other Party is obligated to
indemnify it without the written consent of such Party.

         7.6      COOPERATION. The Indemnified Party shall make available all
information and assistance that the Indemnifying Party may reasonably request in
conjunction with assessing, defending and settling said claim.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1      ADMINISTRATIVE SERVICES ONLY. Nothing in this Professional
Business Management Agreement is intended or shall be construed to allow
Professional Business Manager to exercise control, authority or direction over
the manner or method by which the Practice and its Professionals perform
Professional Eye Care Services or other professional health care services. The
rendition of all Professional Eye Care Services, including, but not limited to,
the prescription or administration of medicine and drugs, shall be the sole
responsibility of the Practice and its Professionals, and Professional Business
Manager shall not interfere in any manner or to any extent therewith. Nothing
contained in this Professional Business Management Agreement shall be construed
to permit Professional Business Manager to engage in the practice of optometry,
it being the sole intention of the Parties hereto that the services to be
rendered to the Practice by Professional Business Manager are solely for the
purpose of providing non-optometric management and administrative services to
the Practice so as to enable the Practice to devote its full time and energies
to the professional conduct of its professional eye care practice and provision
of Professional Eye Care Services to its patients.

         8.2      STATUS OF INDEPENDENT CONTRACTOR. The Practice and
Professional Business Manager and their shareholders are not, and shall not be
deemed to be by virtue of this Professional Business Management Agreement, joint
venturers, partners, employees or agents of each other (except as expressly
provided in this Professional Business Management Agreement). Except as may be
expressly provided herein, neither Party shall have any authority to bind the
other without the other's express written consent; and then only to the extent
of the authority conferred by such express written consent. Each Party is an
independent contractor, and each Party shall remain professionally and
economically independent of the other. In the course of the business
relationship contemplated in this Professional Business Management Agreement
only the Practice and its Professionals shall practice optometry and/or
therapeutic optometry, and they shall do so as independent professionals with no
employment


                                      34


relationship to Professional Business Manager. Professional Business Manager
and the Practice agree that the Practice shall retain absolute authority to
direct the optometric, professional, and ethical aspects of its optometric
and/or therapeutic optometric practice, any authority granted herein to
Professional Business Manager concerning the business and administrative
aspects of such practice notwithstanding. Each party shall be solely
responsible for and shall comply with all state and federal laws applicable
to that party pertaining to employment taxes, income tax withholding,
unemployment compensation contributions, and other employment related matters.

         8.3      NOTICES. Any notice, demand, or communication required,
permitted, or desired to be given hereunder shall be deemed effectively given
when in writing and personally delivered or mailed by prepaid certified or
registered mail, return receipt requested, addressed as follows:


                                      35


                                  The Practice:
                                  Dr. Tom Sowash, O.D. & Associates, LLC
                                  355 S. Wadsworth, Suite D
                                  Lakewood, Colorado 80226
                                  Attention: Thomas M. Sowash, O.D.

                                  Professional Business Manager:
                                  Visionary Retail Management, Inc.
                                  11103 West Avenue
                                  San Antonio, Texas 78213-1392
                                  Attention: Bernard W. Andrews, CEO

         with a copy to:          Cox & Smith Incorporated
                                  112 E. Pecan, Suite 1800
                                  San Antonio, Texas 78205
                                  Attention: James B. Smith, Jr.

or to such other address, or to the attention of such other person or officer,
as any party may by written notice designate.

         8.4      GOVERNING LAW. This Professional Business Management Agreement
shall in all respects be governed, interpreted and construed in accordance with
the laws of the State without giving effect to principles of comity or conflicts
of laws thereof.

         8.5      JURISDICTION AND VENUE. Professional Business Manager and the
Practice hereby consent to the personal jurisdiction and venue of the state and
federal courts in the judicial circuit where the Practice has its principal
corporate office, and do hereby waive all questions of personal jurisdiction and
venue, including, without limitation, the claim or defense that such courts
constitute an inconvenient forum.

         8.6      ASSIGNMENT. Except as may be herein specifically provided to
the contrary, this Professional Business Management Agreement shall inure to the
benefit of and be binding upon the Parties hereto and their respective legal
representatives, successors, and assigns; provided, however, that the Practice
may not assign this Professional Business Management Agreement without the prior
written consent of Professional Business Manager, which consent may be withheld
in its sole discretion. Professional Business Manager may assign or transfer its
rights and obligations under this Professional Business Management Agreement
only in the following situations: (a) pursuant to a merger of Professional
Business Manager into another entity or the sale of substantially all of the
assets of Professional Business Manager; (b) pursuant to the sale and/or
assignment of all of this Professional Business Management Agreement with the
Practice's consent, which shall not be unreasonably withheld; (c) pursuant to a
transfer or assignment of this Professional Business Management Agreement to one
of Professional Business Manager's subsidiaries or affiliates; or (d) pursuant
to any transfer or assignment to or by any financial lender of the Professional
Business Manager, and this Professional Business Management Agreement is
subordinate to the rights of such lender. After such assignment and transfer,
the Practice agrees to look solely to such assignee or transferee for
performance of this Professional Business Management Agreement.


                                      36


         8.7      ARBITRATION. Any and every dispute of any nature whatsoever
that may arise between the Parties, whether sounding in contract, statute,
tort, fraud, misrepresentation, discrimination or any other legal theory,
including, but not limited to, disputes relating to or involving the
construction, performance or breach of this Agreement or any other agreement
between the Parties, whether entered into prior to, on, or subsequent to the
date of this Agreement, or those arising under any federal, state or local
law, regulation or ordinance, shall be determined by binding arbitration in
accordance with the then--current commercial arbitration rules of the American
Arbitration Association, to the extent such rules do not conflict with the
provisions of this paragraph. If the amount in controversy in the arbitration
exceeds Two Hundred Fifty Thousand Dollars ($250,000), exclusive of interest,
attorneys' fees and costs, the arbitration shall be conducted by a panel of
three (3) neutral arbitrators. Otherwise, the arbitration shall be conducted
by a single neutral arbitrator. The Parties shall endeavor to select neutral
arbitrators by mutual agreement. If such agreement cannot be reached within
thirty (30) calendar days after a dispute has arisen which is to be decided by
arbitration, any Party or the Parties jointly shall request the American
Arbitration Association to submit to each Party an identical panel of fifteen
(15) persons. Alternate strikes shall be made to the panel, commencing with
the Party bringing the claim, until the names of three (3) persons remain, or
one (1) person if the case is to be heard by a single arbitrator. The Parties
may, however, by mutual agreement, request the American Arbitration
Association to submit additional panels of possible arbitrators. The person(s)
thus remaining shall be the arbitrator(s) for such arbitration. If three (3)
arbitrators are selected, the arbitrators shall elect a chairperson to preside
at all meetings and hearings. The arbitrator(s), or a majority of them, shall
have the power to determine all matters incident to the conduct of the
arbitration, including without limitation all procedural and evidentiary
matters and the scheduling of any hearing. The award made by a majority of the
arbitrators shall be final and binding upon the Parties thereto and the
subject matter. The arbitration shall be governed by the United States
Arbitration Act, 9 U.S.C. Sections 1-16, and judgment upon the award rendered
by the arbitrator(s) may be entered by any court having jurisdiction thereof.
The arbitrators shall have no authority to award punitive or exemplary damages
or any statutory multiple damages, and shall only have the authority to award
compensatory damages, arbitration costs, attorney's fees declaratory relief,
and permanent injunctive relief, if applicable. Unless otherwise agreed by the
parties, the arbitration shall be held in Denver, Colorado. This Section 8.7
shall not prevent either Party from seeking a temporary restraining order or
temporary or preliminary injunctive relief from a court of competent
jurisdiction in order to protect its rights under this Agreement. In the event
a Party seeks such injunctive relief pursuant to this Agreement, such action
shall not constitute a waiver of the provisions of this Section 8.7, which
shall continue to govern any and every dispute between the Parties, including
without limitation the right to damages, permanent injunctive relief and any
other remedy, at law or in equity.

         8.8      WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY DISPUTE OF ANY NATURE WHATSOEVER THAT
MAY ARISE BETWEEN THEM, INCLUDING, BUT NOT LIMITED TO, THOSE DISPUTES RELATING
TO, OR INVOLVING IN ANY WAY, THE CONSTRUCTION, PERFORMANCE OR BREACH OF THIS
AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES, THE PROVISIONS OF ANY
FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE NOTWITHSTANDING. By
execution of this Agreement, each of the parties hereto acknowledges and agrees
that it has had an opportunity to consult with legal counsel and that it
knowingly and voluntarily waives any right to a trial by jury of any dispute
pertaining to or relating in any way to the transactions contemplated by this
Agreement, the provisions of any federal, state or local law, regulation or
ordinance notwithstanding.


                                      37


         8.9      WAIVER OF BREACH. The waiver by either Party of a breach or
violation of any provision of this Professional Business Management Agreement
shall not operate as, or be construed to constitute, a waiver of any subsequent
breach of the same or another provision hereof.

         8.10     ENFORCEMENT. In the event either Party resorts to legal action
to enforce or interpret any provision of this Professional Business Management
Agreement, the prevailing Party shall be entitled to recover the costs and
expenses of such action so incurred, including, without limitation, reasonable
attorneys' fees.

         8.11     GENDER AND NUMBER. Whenever the context of this Professional
Business Management Agreement requires, the gender of all words herein shall
include the masculine, feminine, and neuter, and the number of all words herein
shall include the singular and plural.

         8.12     ADDITIONAL ASSURANCES. Except as may be herein specifically
provided to the contrary, the provisions of this Professional Business
Management Agreement shall be self-operative and shall not require further
agreement by the Parties; provided, however, at the request of either Party, the
other Party shall execute such additional instruments and take such additional
acts as are reasonable and as the requesting Party may deem necessary to
effectuate this Professional Business Management Agreement.

         8.13     CONSENTS, APPROVALS, AND EXERCISE OF DISCRETION. Whenever this
Professional Business Management Agreement requires any consent or approval to
be given by either Party, or either Party must or may exercise discretion, and
except where specifically set forth to the contrary, the Parties agree that such
consent or approval shall not be unreasonably withheld or delayed, and that such
discretion shall be reasonably exercised.

         8.14     FORCE MAJEURE. Neither Party shall be liable or deemed to be
in default for any delay or failure in performance under this Professional
Business Management Agreement or other interruption of service deemed to result,
directly or indirectly, from acts of God, civil or military authority, acts of
public enemy, war accidents, fires, explosions, earthquakes, floods, failure of
transportation, strikes or other work interruptions by either Party's employees,
or any other similar cause beyond the reasonable control of either Party unless
such delay or failure in performance is expressly addressed elsewhere in this
Professional Business Management Agreement. Notwithstanding the same, the
Parties hereto agree to continue this Professional Business Management Agreement
to the best degree they can so long as reasonably possible and the Practice
shall not be excused from its obligations under Sections 4.1, 6.4 and 6.5
pursuant to this Section 8.14.

         8.15     SEVERABILITY. The Parties hereto have negotiated and prepared
the terms of this Professional Business Management Agreement in good faith with
the intent that each and every one of the terms, covenants and conditions herein
be binding upon and inure to the benefit of the respective Parties. Accordingly,
if any one or more of the terms, provisions, promises, covenants or conditions
of this Professional Business Management Agreement or the application thereof to
any person or circumstance shall be adjudged or rendered to any extent invalid,
unenforceable, void or voidable for any reason whatsoever by a court of
competent jurisdiction, an arbitration tribunal, a regulatory agency, or statute
such provision shall be reformed, construed and enforced as if such
unenforceable provision had not been contained herein, and each and all of the
remaining terms, provisions, promises, covenants and conditions of this
Professional Business Management Agreement or their application to other persons
or circumstances shall not be affected thereby and shall be valid and
enforceable to the fullest extent permitted by law. To the extent this
Professional Business Management Agreement is in violation of applicable law,
then the Parties


                                      38


agree to negotiate in good faith to amend the Professional Business
Management Agreement, to the extent possible consistent with its purposes, to
conform to law.

         8.16     PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. Except as otherwise
required by law or by applicable rules of any securities exchange or association
of securities dealers, neither the Practice nor the Professional Business
Manager shall issue any press release, make any public announcement or otherwise
disclose any information for the purpose of publication by any print, broadcast
or other public media, relating to the transactions contemplated by this
Agreement, without the prior approval of the other Party.

         8.17     DIVISIONS AND HEADINGS. The division of this Professional
Business Management Agreement into articles, sections, and subsections and the
use of captions and headings in connection therewith are solely for convenience
and shall not affect in any way the meaning or interpretation of this
Professional Business Management Agreement.

         8.18     AMENDMENTS AND EXECUTION. This Professional Business
Management Agreement and any amendments hereto shall be in writing and executed
in multiple copies on behalf of the Practice by its President, and on behalf of
Professional Business Manager by its President. Each multiple copy shall be
deemed an original, but all multiple copies together shall constitute one and
the same instrument.

         8.19     LICENSES, PERMITS AND CERTIFICATES. Professional Business
Manager and the Practice shall each obtain and maintain in effect, at all times
during the term of this Professional Business Management Agreement, all
licenses, permits and certificates required by law which are applicable to the
performance of their respective obligations pursuant to this Professional
Business Management Agreement.

         8.20     NO THIRD PARTY BENEFICIARIES. Except as otherwise provided
herein, this Professional Business Management Agreement shall not confer any
rights or remedies upon any person other than Professional Business Manager and
the Practice and their respective successors and permitted assigns.

         8.21     COMPLIANCE WITH APPLICABLE LAWS. Professional Business Manager
and the Practice shall comply with all applicable federal, state and local laws,
regulations, rules and restrictions in the conduct of their obligations under
this Professional Business Management Agreement.

         8.22     LANGUAGE CONSTRUCTION. The Practice and Professional Business
Manager acknowledge that each Party hereto and its counsel have reviewed and
revised this Professional Business Management Agreement and agree that the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting Party shall not be employed in the interpretation
of this Professional Business Management Agreement.

         8.23     ENTIRE PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT. This
Professional Business Management Agreement, including the other documents
referred to herein which form a part hereof or any other written agreements that
the Parties enter into pursuant to or relating to the transactions contemplated
by this Agreement, contains the entire understanding of the Parties hereto with
respect to the subject matter contained herein and therein. This Professional
Business Management Agreement supersedes all prior agreements and understandings
between the Parties with respect to such subject matter. Neither Party shall be
entitled to benefits other than those specified herein. No prior oral statements
or contemporaneous negotiations or understandings or prior written material not
specifically incorporated herein shall be of any force and effect, and no
changes in or additions to this Professional Business Management Agreement shall
be recognized unless incorporated herein by amendment as provided herein,


                                      39


such amendment(s) to become effective on the date stipulated in such
amendment(s). The Parties specifically acknowledge that, in entering into and
executing this Professional Business Management Agreement, the Parties rely
solely upon the representations and agreements contained in this Professional
Business Management Agreement and no others.

         8.24     AUTHORITY. Professional Business Manager and the Practice
hereby warrant and represent to each other that they have the requisite
corporate authority to execute and deliver this Professional Business Management
Agreement in their respective names.

         IN WITNESS WHEREOF, the Practice and Professional Business Manager have
caused this Professional Business Management Agreement to be executed by their
duly authorized representatives, all as of the day and year first above written.

                                  DR. TOM SOWASH, O.D. & ASSOCIATES, LLC
                                  "The Practice"

                                  By:
                                     -----------------------------------------
                                        Thomas Sowash, O.D., Manager


                                  VISIONARY RETAIL MANAGEMENT, INC.
                                  "Professional Business Manager"

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




                                      40