RETAIL BUSINESS MANAGEMENT AGREEMENT

 

                                                                 EXHIBIT 10.17

                      RETAIL BUSINESS MANAGEMENT AGREEMENT

      This Retail Business Management Agreement is made and entered into
effective as of September 30, 1997 by and between Visionary Retail Management,
Inc., a Delaware corporation, ("Retail Business Manager"), and Dr. Samit's Hour
Eyes Optometrist, P.C., a Virginia professional corporation (the "Practice").

                                    RECITALS

      A. The Practice is a professional corporation duly organized and validly
existing under the laws of the Commonwealth of Virginia (the "Commonwealth")
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
Commonwealth through individual Professionals (as defined below) who are
licensed to practice optometry and/or ophthalmology in the Commonwealth and who
are employed or otherwise retained by the Practice.

      B. Retail Business Manager is a business corporation duly organized and
validly existing under the laws of the Commonwealth.

      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 Retail 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 retail
optical aspects of the Practice as well as certain personnel and services for
the Practice's professional eye care practice, and Retail Business Manager
desires to provide such, upon the terms and conditions hereinafter set forth,
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 Retail 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.

      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 Retail 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 Retail Business Manager, in agreement with the Practice,
in accordance with Section 3.14, 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 ADJUSTED NET REVENUE. The term "Adjusted Net Revenue" shall have the
meaning set forth in Section 5.2 hereof.

      1.4 BILL OF SALE. The term "Bill of Sale " shall mean the agreement by and
between Retail Business Manager and the Practice as of even date whereby Retail
Business Manager shall purchase from the Practice substantially all of the
furniture, fixtures, and equipment used in the operation of the Dispensary (as
defined below) prior to execution of this Retail Business Management Agreement.

      1.5 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).

      1.6 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.

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

      1.8 COMMONWEALTH. The term "Commonwealth" shall have the meaning set forth
in the Recitals.

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      1.9 CONFIDENTIAL INFORMATION. The term "Confidential Information" shall
mean any information of Retail 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 the Retail 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 Retail Business Management Agreement. Confidential
Information shall also include the terms and provisions of this Retail Business
Management Agreement and any transaction or document executed by the Parties
pursuant to this Retail 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 the optometric or
optical communities (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.

      1.10 DISPENSARY. The term "Dispensary" shall mean all facilities and
locations, or portions thereof, used by the Practice and all business operations
of the Practice related to the Practice's optical dispensaries or businesses,
which are to be administered by Retail Business Manager under this Retail
Business Management Agreement but excluding all facilities and locations, or
portions thereof, used by the Practice in, and all business operations related
to, the Practice's optometric, clinical and/or therapeutic optometric practice.

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

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

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

            (c) reasonable recruitment costs and out-of-pocket expenses of
Retail Business Manager associated with the recruitment of additional Retail
Business Manager employees primarily located at the Dispensary Practice;

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

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

            (f) the expense of using, leasing, purchasing or otherwise procuring
and maintaining the Dispensary and maintaining Dispensary related equipment; and

            (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 Retail Business Manager, which shall be equal to the average cost of
borrowing by Retail Business Manager as reflected on its most recent published
financial statements, or in the absence of either of the foregoing, eight
percent (8%)) to finance or refinance obligations of the Practice incurred in
connection with the Dispensary, or to finance new ventures of the Practice in
connection with the Dispensary; 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 Dispensary and the Practice's
pro rata share for individuals who are consultants of or employed by Retail
Business Manager who provide material services to the Dispensary;

            (i) the cost of Dispensary 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 Retail Business Manager in connection with
corporate headquarters expenses which relate to the provision of benefits or
services by Retail Business Manager on behalf of the Practice as

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reflected in the Budget including without limitation direct or indirect costs of
the Executive Dispensary Administrator and other Retail Business Manager
personnel;

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

            (m) reasonable costs and expenses (to the extent not covered by
insurance) of lawsuits or claims against the Retail Business Manager or its
personnel (including Clinical Personnel, or the Practice, its Professional(s),
or other personnel related to their performance of duties at the Dispensary or
their interest in the leasehold or other assets used in connection with the
Dispensary, provided that if any of the Retail Business Manager or its
personnel, (including Clinical 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 Retail Business Manager Expense in the event of
Retail Business Manager's fault or the fault of its personnel (including
Clinical 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 Retail Business Manager;
provided further that Retail 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 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
Shareholders 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 Retail Business Manager chooses to
obtain such insurance, Retail Business Manager shall pay all premiums as a
Retail Business Manager Expense and shall receive all proceeds. The Practice
shall cause its Shareholders and Professionals to submit to a medical
examination necessary to obtain such insurance.

In the event that any of the individuals described in Section 1.10(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
Dispensary is utilized to a substantial degree by one or more optometric
practices other than the Practice, the Dispensary 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 Dispensary (including

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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 1.11(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 Retail 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 Retail
Business Manager, or, if not reasonably calculable, as determined by Retail
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 Retail Business Manager which are
benefiting from such individual's services. Likewise, other benefits provided by
the Retail 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 Retail Business Manager Expense, a Practice
Expense or a Shareholder Expense in this Retail Business Management Agreement or
any exhibit thereto, all expenses incurred by Retail Business Manager in
providing services pursuant to this Retail Business Management Agreement shall
be considered a Dispensary Expense. Any and all expenses which are incurred by
Retail Business Manager, Professional Business Manager or the Practice shall be
allocated to the appropriate expense category or categories in accordance with
the terms and conditions of the Retail Business Management Agreement and the
Professional Business Management Agreement.

      1.12 EXECUTIVE DISPENSARY ADMINISTRATOR. The term "Executive Dispensary
Administrator" shall mean the employee of Retail Business Manager having
executive authority and responsibility for the general and active management of
the Retail Business Manager.

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

      1.14 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 September,
1997. 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.

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

      1.16 MANAGEMENT SERVICES. The term "Management Services" shall mean the
business, administrative, and management services to be provided for the
Practice and the Dispensary, including, without limitation, the provision of
equipment, inventory and supplies, support services, personnel (excluding
Professionals), management, administration, financial record keeping and
reporting, and other business office services, all as reasonably contemplated by
this Retail Business Management Agreement and which are necessary for the
conduct of the Practice's business.

      1.17 NET EARNINGS. The term "Net Earnings" shall mean Adjusted Gross
Revenue MINUS the sum of the following: (i) any refunds owed to patients by the
Practice, (ii) any unpaid or past due compensation owed to Retail Business
Manager pursuant to Section 5.1 hereof and to Professional Business Manager
pursuant to the Professional Business Management Agreement, (iii) all Office
Expenses, (iv) all Dispensary Expenses, (v) all Practice Expenses and (vi) a
Shareholder Expenses, up to an amount equal to One Hundred Thirty Nine Thousand
And No/100 Dollars ($139,000.00) on an annualized basis multiplied in the case
of years ending after December 31, 1998 by the Inflation Adjustment. Net
Earnings associated with an individual Office, Dispensary, or Practice location
shall be determined using the amount of the foregoing items which is
attributable to such individual Offices, Dispensary, or Practice location. To
the extent such amount is not susceptible to precise calculation, it shall be
determined based on the proportion the Adjusted Gross Revenue attributable to
such Office, Dispensary, or Practice location bears to the Adjusted Gross
Revenue of the Practice.

      1.18 NEW OFFICE. The term "New Office" shall mean any additional or other
Office, Dispensary or Practice location which commences operation at any time on
or after the date hereof

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

      1.20 OFFICE. The term "Office" shall have the meaning set forth in the
Professional Business Management Agreement (as defined below).

      1.21 OFFICE EXPENSE. The term "Office Expense" shall have the meaning set
forth in the Professional Business Management Agreement.

      1.22 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.

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      1.23 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.

      1.24 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 4.2 and Section 4.3.

      1.25 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 4.2 and Section 4.3.

      1.26 PARTIES. The term "Parties" shall mean the Practice and Retail
Business Manager.

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

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

      1.29 PRACTICE EXPENSES. The term "Practice Expenses" shall mean (a) all
reasonable nonshareholder 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 nonshareholder Professionals, (e) to the 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 Retail Business
Management Agreement and 3.2(c) and 3.2(d) of the 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 the Professional Business
Management Agreement; (h) interest on any funds advanced to the Practice by
Retail Business Manager to the extent that Retail Business Manager is a net
lender in accordance with the terms of this Retail Business Management

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Agreement; and (i) any income taxes or franchise taxes of the Practice; and (j)
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) business travel requested by Retail Business
Manager, which shall be a Dispensary Expense, (iii) any and all compensation or
expenses attributable to Shareholders, which shall be Shareholder Expenses
(except reasonable and customary expenses for malpractice insurance which shall
be a Practice Expense), (iv) "tail" insurance coverage for Shareholders, which
shall be a Shareholder Expense, or (v) such other items agreed to in advance in
writing by the Parties hereto. During this Retail 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.

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

      1.31 PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT. The term "Professional
Business Management Agreement" shall mean the instrument made and entered into
as of even date by and between Visionary MSO, Inc. ("Professional Business
Manager") and the Practice whereby Professional Business Manager shall provide
certain facilities, equipment, and management, administrative, and business
services to the Practice in connection with its provision of Professional Eye
Care Services as originally executed and delivered, or, if amended or
supplemented, as so amended or supplemented.

      1.32 PROFESSIONAL BUSINESS MANAGER. The term "Professional Business
Manager" shall have the meaning set forth in the Professional Business
Management Agreement.

      1.33 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. The term shall exclude any and all
business whatsoever in connection with any optical businesses owned or operated,
or to be owned or operated in the future, in whole or in part, by the Practice
or any of its Professionals during the terms of this Retail Business Management
Agreement.

      1.34 PROFESSIONAL PRACTICE ACCOUNT. The term "Professional Practice
Account" shall mean the bank account described in Section 3.10 of the
Professional Business Management Agreement.

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

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

      1.37 RETAIL BUSINESS MANAGER. The term "Retail Business Manager" shall
have the meaning set forth in the Recitals hereto.

      1.38 RETAIL BUSINESS MANAGER EXPENSE. The term "Retail Business Manager
Expense" shall mean an expense or cost incurred by the Retail Business Manager,
for which the Retail Business Manager is financially liable and is not entitled
to reimbursement from the Practice. Retail Business Manager Expense shall
specifically include: (a) any income or franchise taxes of the Retail Business
Manager, (b) the expense of providing, leasing, purchasing or otherwise
procuring the Dispensary equipment, including depreciation of furniture and
equipment, and (c) any other expenses or costs that are not reasonable and
customary reimbursements based upon a national practice management company's
usual arrangement with a practice.

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

      1.40 SHAREHOLDER EXPENSE. The term "Shareholder Expense" shall be limited
to the following expenses: (a) Shareholders' 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 Retail Business Manager, which shall be a Dispensary Expense and
business travel requested by Professional Business Manager which shall be an
Office Expense, and excluding any other expense of a Shareholder approved as a
Dispensary Expense or Office Expense in advance by the Parties); accounting, or
legal fees which relate solely to the Shareholders; (b) "tail" coverage
malpractice insurance expenses for the Shareholders 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 Shareholders. The Practice shall reimburse the Retail
Business Manager for any Shareholder Expense incurred by the Retail Business
Manager. Unless expressly designated as a Management Fee, a Retail Business
Manager Expense, a Professional Business Manager Expense, a Dispensary Expense,
an Office Expense, or a Practice Expense in this Retail Business Management
Agreement or in any exhibit hereto or in the Professional Business Management
Agreement or in any exhibit thereto 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 Shareholders.

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

                                   ARTICLE II

                     APPOINTMENT OF RETAIL BUSINESS MANAGER

      2.1 APPOINTMENT. The Practice hereby appoints Retail Business Manager as
its sole and exclusive agent for the management and administration of the retail
optical aspects of the Practice, including, but not limited to, the operation of
the Dispensary and the provision of Optical Services by the Practice, and Retail
Business Manager hereby accepts such appointment, subject at all times to the
provisions of this Retail Business Management Agreement.

      2.2 AUTHORITY. Consistent with the provisions of this Retail Business
Management Agreement, Retail Business Manager shall have the responsibility and
commensurate authority to provide Management Services for the Practice. The
Practice shall give Retail 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. Retail 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. Retail 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 referral, admission, or any other
arrangement for the provision of any item or service offered by Retail Business
Manager to patients of the Practice in any facility, laboratory, center, or
health care operation controlled, managed, or operated by Retail Business
Manager.

      2.4 INTERNAL DECISIONS OF THE PRACTICE. Matters involving the Practice's
allocation of professional income among its Shareholders and the Professional
employees of the Practice, tax planning, and pension and investment planning
shall remain the responsibility of the Practice and the Shareholders of the
Practice. The Retail 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.

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      2.5 PRACTICE OF OPTOMETRY. The Parties acknowledge that Retail 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 Retail Business Manager should
be construed by a court of competent jurisdiction or by the Board of Optometry
to constitute the practice of optometry, the requirement to perform that act or
service by Retail Business Manager shall be deemed waived and unenforceable.
Although Retail Business Manager shall provide Non-Professional Personnel to the
Practice and Professional Business Manager and Retail Business Manager shall
manage the administrative aspects of their employment, all Non-Professional
Personnel in the performance of any and all Clinical Duties and shall be subject
solely to the direction, supervision, and control of the Practice and its
Professionals and, in the performance of Clinical Duties shall not be subject to
any direction or control by, or liability to, Retail Business Manager. Retail
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, Retail Business Manager shall not attempt to dictate, influence, or
control the scope, level, or type of optometric and/or therapeutic optometric
services provided to patients of the Dispensary, the frequency of patient
contacts at the Dispensary, the discipline of any Professionals who are Practice
Employees, the fees charged for professional services provided to patients of
the Dispensary (except to the extent necessary to establish the Budget or
negotiate managed care contracts), or any other matter that impinges on the
professional judgment of the Practice or any Professional employed by the
Practice.

      2.6 FORMATION AND OPERATION OF THE PRACTICE ADVISORY COUNCIL. The Parties
hereby establish a Practice Advisory Council which shall be responsible for
advising Retail Business Manager and the Practice with respect to developing the
Dispensary and implementing management and administrative policies for the
overall operation of the Dispensary and for providing dispute resolution on
certain matters. The Practice Advisory Counsel shall consist of six (6) members.
Retail 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.
Professional Business Manager shall designate, in its sole discretion, two (2)
members of the Practice Advisory Council or may have one member with two (2)
votes. The Practice Advisory Council members selected by the Practice shall be
full-time Professional employees of the Practice. Each Party's representatives
to the Practice 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; (ii) the affirmative vote of the Retail Business Manager shall be
required on all matters relating to Optical Services or the Dispensary; and
(iii) the affirmative vote of the Professional Business Manager shall be
required on a matters relating to the Office. The decisions, resolutions,
actions, or recommendations of the Practice

                                     - 12 -

Advisory Council shall be implemented by Retail Business Manager, 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) ANCILLARY SERVICES. The Practice Advisory Council must approve
any new non-professional ancillary services to be rendered by the Practice,
including Optical Services, and the pricing, continuation of, access to, and
quality of such services.

            (e) 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.

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

            (g) CAPITAL EXPENDITURES. The Practice Advisory Council shall make
recommendations to the Practice concerning the priority of major capital
expenditures and

                                     - 13 -

shall review and approve any commitment to make any capital expenditures
relating to, the Dispensary or the Office 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.

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

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

            (j) TERMINATION OF RETAIL BUSINESS MANAGER'S PERSONNEL. The Practice
Advisory Council shall review and approve any decision by the Retail Business
Manager to terminate any of Retail Business Manager's personnel primarily
located at the Dispensary who are Clinical Personnel or occupy manager or high
level positions.

            (k) APPROVAL OF NEW OFFICES OR DISPENSARY. The Practice Advisory
Council shall approve any move of any current Office or Dispensary location or
expansion to an additional Practice location. Additionally, the Practice
Advisory Council shall approve the establishment of any optical business of the
Practice and the move or expansion of any such business.

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 Retail 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 Retail Business Manager and the Practice and that the Practice
Advisory Council does not have the power to bind Retail Business Manager or the
Practice. Where discretion with respect to any matter is vested in Retail
Business Manager or the Practice under the terms of this Retail Business
Management Agreement, Retail 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. Retail
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:

                                     - 14 -

            (a) Types, levels, and scope of Professional Eye Care Services to be
provided (provided, however, that the Practice Advisory Council shall have the
authority set forth in Section 2.7(d) with respect to non-professional ancillary
services);

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

            (c) Any optometric related functions;

            (d) Fee schedules;

            (e) Frequency and/or volume of patient encounters;

            (f) 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

            (g) 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, Retail 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, Retail 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 RETAIL MANAGER

      3.1 MANAGEMENT SERVICES. Retail Business Manager shall provide all
Management Services necessary and appropriate for the day-to-day operation of
the Dispensary and such personnel and services as set forth herein for the
operation of the Office, pursuant to the terms of this Retail Business
Management Agreement. Retail 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 Retail Business Manager's
performance of the Management Services. Retail Business Manager will provide in
good faith and with due diligence its services consistent with management
services generally provided in operations of an optical dispensary similar in
size, type and operations in the Commonwealth. All costs and expenses related to
Retail Business Manager's duties contained in this Article III shall be
Dispensary

                                     - 15 -

Expenses unless limited or excluded as a Dispensary Expense pursuant to the
terms of this Retail Business Management Agreement. Retail Business Manager
hereby consents and agrees to provide all Management Services to all Dispensary
facilities and locations; provided, however, that during the Term of this Retail
Business Management Agreement, and except for its obligations pursuant to this
Retail Business Management Agreement, the Practice shall not establish, operate,
or provide Optical Services at any new Dispensary 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 Retail Business Manager to provide Management
Services to the Practice without the consent and approval of the Practice
Advisory Council.

      3.2 DISPENSARY, FACILITIES AND EQUIPMENT.

            (a) Retail Business Manager shall procure for or on behalf of the
Practice one or more Dispensaries that are deemed by the Parties to be
reasonable, necessary and appropriate, and the expense associated therewith
shall be a Dispensary Expense. Retail Business Manager shall consult with the
Practice regarding the condition, use and needs of Dispensary facilities,
offices and improvements. The Practice shall pay when due all rents and expenses
of the Dispensary, including without limitation expenses for leasehold or
facility improvements. Such rents and expenses shall be Dispensary Expenses.

            (b) Retail Business Manager shall negotiate and administer all
leases of and agreements for Dispensary facilities or locations on behalf of the
Practice, provided, however, that Retail 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 Retail Business Manager.

            (c) Retail Business Manager shall provide all non-optical equipment,
fixtures, office supplies, furniture and furnishings as are reasonable and
approved in the Budget for the operation of the Dispensary and the provision of
Optical Services. If the Practice wishes to choose additional equipment, which
the Retail 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.

            (d) Retail Business Manager shall provide, finance, or cause to be
provided or financed optical related equipment as reasonably required by the
Practice. The Practice shall have final authority in all healthcare equipment
selections; provided, however, that if the Practice chooses to acquire health
care equipment which is not in the Budget and which Retail Business Manager
reasonably chooses not to acquire, expenses related thereto shall be treated as
a Practice Expense and such equipment shall be owned by the Practice; provided
further that following such acquisition or lease by the Practice, if the
Practice Advisory Council determines after a period of six months of use that
such equipment is reasonably certain to result in material profit to Retail
Business Manager (taking into account the cost or expense

                                     - 16 -

and anticipated revenues associated with such equipment), then Retail Business
Manager shall acquire such equipment from the Practice by either (at Retail
Business Manager's option), paying cash or by assuming the liability associated
with such equipment, or if such equipment is then being leased by the Practice,
by assuming such lease. In the event of such an acquisition by Retail Business
Manager, it shall reimburse the Practice for previous expenses applied thereto.
Except for equipment which Retail Business Manager elects not to acquire or
lease which are acquired or leased by the Practice pursuant to Section 3.2(b) or
(c), all optical and non-optical equipment, other than Professional-owned
automobiles, acquired for the use of the Practice shall be owned by Retail
Business Manager and the depreciation and related capital charge shall be a
Retail Business Manager Expense. Retail 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) Retail Business Manager shall be responsible for the repair and
maintenance of the Dispensary, 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
a Dispensary Expense. Replacement equipment shall be acquired where Retail
Business Manager in good faith determines, in consultation with the Practice,
that such replacement is necessary or where the Budget has made allowances for
such replacement.

      3.3 OPTICAL SUPPLIES. Retail 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, Retail Business Manager shall ensure that the Dispensary is at all
times adequately stocked with the optical supplies that are necessary and
appropriate for the operation of the Dispensary and required for the provision
of Optical Services. All costs and expenses relating to such supplies shall be a
Dispensary Expense.

      3.4 OPTICAL LABORATORY SERVICES. Retail 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 Dispensary.

      3.5 SUPPORT SERVICES. Retail 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 Dispensary and the provision of Optical Services therein.

      3.6 LICENSES AND PERMITS. Retail 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

                                     - 17 -

permits required for or in connection with the operation of the Dispensary and
the equipment (existing and future) located at the Dispensary. The expenses and
costs associated with obtaining and maintaining permits with respect to the
Dispensary shall be deemed a Dispensary Expense.

      3.7 PERSONNEL.

            (a) SELECTION AND RETENTION OF RETAIL BUSINESS MANAGER'S PERSONNEL.
Except as specifically provided in Section 4.2 of this Retail Business
Management Agreement, Retail 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 Retail Business
Manager deems reasonably necessary and appropriate for the operation of the
Dispensary and Office and for Retail Business Manager's performance of its
duties and obligations under this Retail Business Management Agreement.
Consistent with reasonably prudent personnel management policies, Retail
Business Manager shall seek and consider the advice, input, and requests of the
Practice in regard to personnel matters. Retail 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. Retail Business Manager reserves the right to
change the number, composition or employment terms of such personnel in the
future at Retail Business Manager's discretion; provided, however, that the
termination of any of Retail Business Manager's personnel who occupy manager or
high level positions, and are primarily located at the Office or Dispensary must
receive the approval of the Practice Advisory Council. Retail Business Manager
and the Practice recognize and acknowledge that Retail Business Manager and
personnel retained by Retail Business Manager may from time-to-time perform
services for persons other than the Practice. This Retail Business Management
Agreement shall not be construed to prevent or prohibit Retail Business Manager
from performing such services for others or restrict Retail Business Manager
from using its personnel to provide services to others. Retail 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 RETAIL BUSINESS MANAGER'S PERSONNEL. If the
Practice is dissatisfied with the services of any employee of Retail Business
Manager or any personnel under Retail Business Manager's direction, supervision,
and control, the Practice shall consult with Retail Business Manager. Retail
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 Retail
Business Manager's determinations regarding Retail Business Manager's personnel
shall be governed by the overriding principle and goal of providing high quality
Optical Services and

                                     - 18 -

optometric and/or therapeutic optometric support services. Employee assignments
shall be made to assure consistent and continued rendering of high quality
Optical Services and optometric and/or therapeutic optometric support services.
The Retail Business Manager shall maintain established working relationships
wherever possible, and Retail 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. Retail 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
Retail Business Management Agreement and/or as approved in the Budget. To the
extent permitted by law, Retail 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 operation of the Dispensary or the provision of Optical Services.

      3.9 BILLING AND COLLECTION. As an agent on behalf of and for the account
of the Practice, Retail 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 and Optical 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 Retail Business Manager an exclusive special power
of attorney and appoints Retail 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 Retail 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.

                                     - 19 -

            (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 Retail 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. Retail
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 Retail 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, Retail
Business Manager shall immediately deposit the same into the Account. On the
first day of each calendar month during the Term of this Retail Business
Management Agreement, Retail Business Manager shall pay to Professional Business
Manager for deposit into the Professional Practice Account all amounts collected
during the previous month on behalf of the Practice for billable Professional
Eye Care Services, less any refunds, adjustments, or reductions in revenue then
owed to, on behalf of, or in connection with the Practice's patients by the
Practice in connection with its provision of Professional Eye Care Services.
Retail Business Manager shall administer, be responsible for, and be obligated
to pay for all Dispensary Expenses; provided, however, that Retail Business
Manager shall only be liable for Dispensary Expenses to the extent of funds in
the Account. Retail Business Manager shall disburse funds from the Account to
creditors and other persons on behalf of the Practice, maintaining records of
such receipt and disbursement of funds.

            (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 Retail 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 Retail 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 Retail Business Manager's written consent. The
irrevocable power of attorney shall expire when this Retail

                                     - 20 -

Business Management Agreement has been terminated, all accounts receivable
payable to Retail Business Manager pursuant to this Retail Business Management
Agreement have been collected, and all Management Fees due to Retail Business
Manager have been paid. If Retail Business Manager assigns this Retail 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 Retail
Business Manager.

      3.10  MAINTENANCE OF ACCOUNT.

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

            (b) PAYMENTS FROM THE ACCOUNT. From the funds collected and
deposited by the Retail Business Manager in the Account, the Retail 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) funds to be deposited into the Professional Practice
Account pursuant to Section 3.9(d) hereof;

                  (iii) any unpaid or past due compensation owed to the Retail
Business Manager pursuant to Section 5.1 hereof,

                                     - 21 -

                  (iv) all Dispensary Expenses;

                  (v) the current Base Management Fee compensation owed to the
Retail Business Manager pursuant to Section 5.1 hereof;

                  (vi) the current Supplemental Management Fee compensation owed
to Retail Business Manager pursuant to Section 5.2 hereof; and

                  (vii) all Shareholder Expenses.

            (c) ADDITIONAL DOCUMENTS. 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 Retail
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 Retail Business Manager's written consent. The
irrevocable power of attorney shall expire when this Retail Business Management
Agreement has been terminated, all accounts receivable payable to Retail
Business Manager pursuant to this Retail Business Management Agreement have been
collected, and all Management Fees due to Retail Business Manager have been
paid. If Retail Business Manager assigns this Retail 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 Retail Business
Manager. Retail Business Manager shall not make any withdrawal from the
Practice's account unless expressly authorized in this Agreement.

      3.11 FISCAL MATTERS.

            (a) ANNUAL BUDGET. The initial Annual Budget shall be agreed upon by
the parties before the execution of this Retail Business Management Agreement.
Thereafter, annually and at least thirty (30) days prior to the commencement of
each fiscal year of the Practice, the Retail 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 Retail 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

                                     - 22 -

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; and
(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 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 RETAIL BUSINESS MANAGER. Retail Business Manager
shall use commercially reasonable efforts to manage and administer the
operations of the Dispensary as herein provided so that the actual revenues,
costs and expenses of the operation and maintenance of the Dispensary during any
applicable period of the Practice's fiscal year shall be consistent with the
Budget.

            (c) ACCOUNTING AND FINANCIAL RECORDS. Retail 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
Dispensary and the provision of Optical Services, all of which shall be prepared
and maintained in accordance with GAAP. Retail 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 one hundred
twenty (120) 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 Optical Services as of the end of such period, all of which
shall be prepared in accordance with GAAP consistently applied. In addition,
Retail Business Manager shall prepare or assist in the preparation of any other
financial statements or records the Practice may reasonably request.

            (d) SALES AND USE TAXES. Retail Business Manager and the Practice
acknowledge and agree that to the extent that any of the services to be provided
by Retail Business Manager hereunder may be subject to any state sales and use
taxes, Retail 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 Retail Business Manager hereunder
treated as a Dispensary Expense.

      3.12  REPORTS AND RECORDS.

            (a) HEALTH CARE RECORDS. All files and records relating to the
operation of the Dispensary, 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

                                     - 23 -

possession, custody, and control. Subject to the foregoing and to the extent
permitted by applicable law, Retail Business Manager shall, in consultation with
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 Dispensary
facilities so that they are readily accessible for patient care. Patient records
shall not be removed from Dispensary 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 location Retail Business Manager shall designate,
provided that Retail Business Manager shall notify the Practice of the location
of said records. All such health care records shall be retained and maintained
by the Practice, and the Retail Business Manager as agent for the Practice in
accordance with all applicable state and federal laws relating to the
confidentiality and retention thereof. In this regard, Retail 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.

            (b) OTHER REPORTS AND RECORDS. Retail 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 Optical Services, and
shall be prepared to analyze and interpret such reports and records upon the
request of the Practice.

      3.13 CONFIDENTIAL AND PROPRIETARY INFORMATION. Retail Business Manager
agrees that it shall not disclose any Confidential Information of the Practice
to other persons without the Practice's express written authorization, such
Confidential Information shall not be used in any way detrimental to the
Practice, and Retail 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 Retail Business Manager may disclose Confidential
Information to those of its Representatives who need to know Confidential
Information for the purposes of this Retail Business Management Agreement, it
being understood and agreed by Retail Business Manager that such Representatives
will be informed of the confidential nature of the Confidential Information,
will agree to be bound by this Section, and will be directed by Retail Business
Manager not to disclose to any other person any Confidential Information.

      3.14 RETAIL BUSINESS MANAGER'S INSURANCE. Throughout the Term, Retail
Business Manager shall, as a Dispensary Expense, obtain and maintain with
commercial carriers, through self-insurance or some combination thereof,
appropriate workers' compensation coverage for Retail Business Manager's
employed personnel provided pursuant to this Retail Business Management
Agreement, and professional, casualty and comprehensive general liability
insurance covering Retail Business Manager, Retail Business Manager's personnel,
and all of Retail Business Manager's equipment in such amounts, on such basis
and upon such terms and conditions as Retail Business Manager deems appropriate
but which insurance is consistent with the insurance which is maintained by the
Practice pursuant to Section 4.5 of

                                     - 24 -

this Retail Business Management Agreement. Retail Business Manager shall cause
the Practice to be named as an additional insured on Retail Business Manager's
professional, casualty and comprehensive general liability policy. Upon the
request of the Practice, Retail Business Manager shall provide the Practice,
with a certificate evidencing such insurance coverage. Retail Business Manager,
in agreement with the Practice, may also carry, as a Dispensary expense, key
person life and disability insurance on any Shareholder or Professional employee
of the Practice in amounts determined reasonable and sufficient by the Retail
Business Manager. Retail 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 Retail Business Manager chooses to obtain such insurance, Retail
Business Manager shall pay all premiums as a Retail 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.

      3.15 NO WARRANTY OR REPRESENTATIONS. The Practice acknowledges that Retail
Business Manager has not made and will not make any express or implied
warranties or representations that the Management Services provided by Retail
Business Manager will result in any particular amount or level of income to the
Practice. Specifically, Retail 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 receiving Optical Services at the
Dispensary.

      3.16 MARKETING AND PUBLIC RELATIONS. Retail Business Manager acknowledges
that the Practice desires a public relations program to enhance its optical
practice and to extend the Dispensary's ability to provide Optical Services to
patients. Subject to the Practice's approval, Retail 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
Optical Services at the Dispensary. The public relations program shall be
conducted in compliance with applicable laws and regulations governing
advertising by the optical and optometric professions.

      3.17 PURCHASE OF THE DISPENSARY ASSETS. Contemporaneous with the execution
of this Retail Business Management Agreement, Retail Business Manager shall
enter into a Bill of Sale whereby Retail Business Manager shall purchase from
the Practice substantially all of the furniture, fixtures, or equipment used in
the operation of the Dispensary prior to execution of this Retail Business
Management Agreement.

      3.18 ACQUISITION OF SERVICES AND SUPPLIES. In obtaining services, supplies
and personnel for or on behalf of the Practice pursuant to this Retail Business
Management Agreement, Retail Business Manager shall be authorized to obtain such
services, supplies and

                                     - 25 -

personnel from an affiliate of Retail Business Manager; provided that the
Dispensary Expenses which are incurred by or on behalf of the Retail Business
Manager shall be consistent with the expenses of optical dispensaries similar in
size, type, and operations in the Commonwealth.

      3.19 COORDINATION OF OBLIGATIONS AND RESPONSIBILITIES. Retail Business
Manager shall, in good faith, coordinate all of its obligations and
responsibilities under this Retail Business Management Agreement with
Professional Business Manager's performance of its obligations and
responsibilities under the Professional Business Management Agreement. Any
dispute, conflict or disagreement between Professional Business Manager and
Retail Business Manager regarding their respective obligations and
responsibilities shall be referred to the Practice Advisory Council for
resolution.

                                   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
and the Dispensary. 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 and
Dispensary locations. The Practice shall provide professional services to the
Office's and the Dispensary's patients in compliance at all times with ethical
standards, 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 and the Dispensary's
patients is licensed by the Commonwealth of Virginia. The Practice shall
establish and implement a program to monitor the quality of Professional Eye
Care Services and Optical Services provided at the Office and the Dispensary
(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 and Dispensary facility is situated.

      4.2 EMPLOYMENT OF PROFESSIONALS. The Practice shall be responsible for the
hiring, compensation, supervision, evaluation, and termination of all
Professionals. At the request of the Practice, Retail Business Manager shall be
available to consult with the Practice respecting such matters. The Practice
shall be responsible for the payment of such Practice Employees' 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 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

                                     - 26 -

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 on or before ninety (90) days from the effective date of this Retail
Business Management Agreement it will have obtained, shall in the future obtain,
and shall enforce formal written employment agreements from each of its present
full-time (an average of thirty (30) or more hours per week) Professionals,
except for the President of the Practice, and those employed in the future in
substantially the form attached hereto as Exhibit 4.2A ("Employment Agreement")
and containing a restrictive covenant (the "Restrictive Covenant"). The Practice
further represents, warrants and covenants that the President of the Practice
has entered into an employment agreement substantially in the form attached
hereto as Exhibit 4.2B, (the "President's Employment Agreement") which agreement
is currently and shall remain in force and effect during the term of this
Agreement unless terminated in accordance therewith.

      4.3 PROFESSIONAL STANDARDS. As a continuing condition of Retail 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 Commonwealth, (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 and
Dispensary of the Practice is located, and (iii) provide on a continual basis,
quality care to its patients.

      4.4 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. 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 Retail 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 Commonwealth's statute of repose (or if no statute of
repose exists, the Commonwealth'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 for the shorter
period of (i) the

                                     - 27 -

period set forth in the Commonwealth's statute of repose (or if no statute of
repose exists, the Commonwealth'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. The
Practice shall be responsible for paying all premiums for Shareholder "tail"
insurance coverage and such coverage shall be a Shareholder Expense; provided,
however, that the Practice may cause its Professionals to be responsible for
paying the premiums for such "tail" insurance coverage.

      4.5 CONFIDENTIAL AND PROPRIETARY INFORMATION. The Practice agrees that it
shall not disclose any Confidential Information of the Retail Business Manager
to other persons without Retail Business Manager's express written
authorization, such Confidential Information shall not be used in any way
detrimental to Retail Business Manager, and 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 purposes of this Retail 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, and will be directed by the
Practice not to disclose to any other person any Confidential Information.

      4.6 NON-COMPETITION. The Practice hereby recognizes, acknowledges, and
avers that Retail Business Manager will incur substantial costs in providing the
equipment, support services, personnel, management, administration, and other
items and services that are the subject matter of this Retail Business
Management Agreement and that in the process of providing services under this
Retail Business Management Agreement, the Practice will be privy to financial
and Confidential Information, to which the Practice would not otherwise be
exposed. The Parties also recognize that the services to be provided by Retail
Business Manager 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 Practice agrees, acknowledges, and avers that the
non-competition covenants described hereunder are necessary for the protection
of Retail Business Manager, and that Retail Business Manager would not have
entered into this Retail Business Management Agreement without the following
covenants.

            (a) Except as specifically agreed to by Retail Business Manager in
writing, the Practice covenants and agrees that during the Term of this Retail
Business Management Agreement and for a period of one (1) year from the date
this Retail 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 Retail 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

                                     - 28 -

do with the provision, distribution, promotion, or advertising of any type of
management or administrative services or products to third parties in
competition with Retail Business Manager, within a 10 mile radius of any
Dispensary of the Practice; and/or (ii) offering any type of service(s) or
product(s) to third parties substantially similar to those offered by Retail
Business Manager to the Practice in competition with Retail Business Manager
within a 10 mile radius of any Dispensary of the Practice; and/or (iii)
providing Optical Services in competition with Retail Manager within a ten (10)
mile radius of any Dispensary of the Practice.

            (b) RESTRICTIVE COVENANTS BY OPTOMETRISTS. Under the Restrictive
Covenant, the non-shareholder Professionals agree not to practice optometry
and/or therapeutic optometry or provide Optical Services within a certain
radius, as set forth in Exhibit 4.6A of the primary Dispensary location at which
such non-Shareholder Professionals were originally assigned to perform
Professional Eye Care Services and Optical Services and any other Dispensary
location at which such Professionals performed services on a regular basis for
sixteen (16) or more hours per week or one thousand (1,000) hours during the
last twelve months of such non-Shareholder Professionals' employment with the
Practice. for a period of at least six (6) months during the period of such
Professionals' employment with the Practice. 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. A list of non-Shareholder Professionals the Practice has required to
execute Employment Agreements as of the effective date of this Retail Business
Management Agreement is attached hereto as Exhibit 4.6B.

            (c) LIQUIDATED DAMAGES. The Practice represents, warrants and
covenants that the Restrictive Covenant described above contains a liquidated
damages provision, consistent with the laws of the Commonwealth, mandating the
payment of $25,000.00 in liquidated damages. Any liquidated damage amount
collected by the Practice through enforcement of the Restrictive Covenant shall
be delivered immediately to Retail Business Manager for deposit in the Account
and included in the Adjusted Gross Revenue. The Practice hereby stipulates and
agrees that Retail 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. The Practice further stipulates and
agrees that the parties may be unable to quantify such severe harm, and,
accordingly, the Practice shall pay to Retail Business Manager the amount of
$25,000.00, as agreed upon stipulated damages in the event of such failure or
refusal to obtain and enforce the Restrictive Covenant. Any liquidated damage
amount collected from the Practice as a result of its failure or refusal to
enforce the Restrictive Covenant shall be immediately paid to Retail Business
Manager and shall not be included in the Adjusted Gross Revenue for the
Practice.

            (d) The Practice understands and acknowledges that Retail Business
Manager shall suffer severe harm in the event that the foregoing non-competition
covenants in Section 4.6 are violated, and accordingly, if the Practice breaches
any obligation of Section

                                     - 29 -

4.6, in addition to any other remedies available under this Retail Business
Management Agreement, at law or in equity, Retail Business Manager shall be
entitled to enforce this Retail Business Management Agreement by injunctive
relief and by specific performance of the Retail Business Management Agreement,
such relief to be without the necessity of posting a bond, cash or otherwise.
Additionally, nothing in this Section 4.6(d) shall limit Retail 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 Retail 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 with the Professionals.
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 4.6.

      4.7 NAME, TRADEMARK. The Practice represents and warrants that on and
after sixty (60) days from the effective date of this Retail Business Management
Agreement, the Practice shall conduct its professional practice under the name
of, and only under the name of "Hour Eyes Optometrist, P. C." and that such name
is duly registered, qualified, or licensed under the laws of the Commonwealth,
and that, to the Practice's knowledge, the Practice is the sole and absolute
owner of the name in the Commonwealth. The Practice covenants and promises that,
without the prior written consent of the Retail 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, optical dispensary or any other entity; or

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

      4.8 BILLING INFORMATION AND ASSIGNMENTS, ESTABLISHMENT OF FEES. The
Practice shall promptly provide the Retail Business Manager with all billing and
other information reasonably requested by the Retail Business Manager to enable
it to bill and collect the Dispensary's fees and other charges and reimbursement
claims pursuant to Section 3.9, and

                                     - 30 -

the Practice shall use its best efforts to procure consents to assignments and
other approvals and documents necessary to enable the Retail Business Manager to
obtain payment or reimbursement from third parties for such fees, other charges
and claims.

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

      4.10 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.

      4.11 SHAREHOLDERS' UNDERTAKING TO ENFORCE CERTAIN PROVISIONS OF AGREEMENT.
The Practice shall cause to be executed by all Shareholders of the Practice an
undertaking in the form of EXHIBIT 4. 11 by such Shareholders to ensure that the
covenants not to compete described in Section 4.6 of this Retail Business
Management Agreement are enforced by the Practice against any individuals
violating such covenants.

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

            (a) Any action leading to or intended to result in the merger,
combination or consolidation of the Practice or Dispensary with, or acquisition
of the Practice, the Dispensary, 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 Shareholders of the Practice, if any compensation owed by the
Practice to Retail Business Manager hereunder has not been paid in full, and if
any and all monetary obligations of the Practice to Retail Business Manager have
not been fully paid in accordance with the terms of any and all documents
governing such obligations; or

            (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.

            (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,

                                     - 31 -

or (ii) professional services performed in connection with duties and
responsibilities as a member of the Reserves or National Guard.

      4.13 LEASES OF DISPENSARY LOCATIONS. The Practice shall maintain and
fulfill all of its obligations under leases of Dispensary facilities or
locations.

                                    ARTICLE V

                          RETAIL MANAGERS COMPENSATION

      5.1 BASE MANAGEMENT FEE. The Practice and Retail Business Manager agree to
the compensation set forth herein as being paid to Retail Business Manager in
consideration of a substantial commitment made by Retail Business Manager
hereunder and that such fees are fair and reasonable. Each month Retail Business
Manager shall be paid that percentage set forth in Exhibit 5.1 of Adjusted Gross
Revenue.

      5.2 SUPPLEMENTAL MANAGEMENT FEE. In consideration of the improved
efficiencies expected to be effected by Retail Business Manager, as an incentive
to Retail Business Manager to effect those efficiencies, and as additional
compensation for the services provided by Retail Business Manager, Retail
Business Manager shall be paid each month, during the Term of this Retail
Business Management Agreement, that percentage set forth in Exhibit 5.2 of
Adjusted Net Revenue. Adjusted Net Revenue shall be calculated as the amount
remaining after subtracting from Adjusted Gross Revenue (i) Dispensary Expenses,
(ii) Office Expenses, (iii) Practice Expenses, and (iv) Shareholder Expenses up
to an amount equal to One Hundred Thirty Nine Thousand Dollars ($139,000.00),
multiplied in the case of years ending after December 31, 1998 by the Inflation
Adjustment.

      5.3 LIMITATIONS ON MANAGEMENT FEE. The Management Fee (both the Base
Management Fee and the Supplemental Management Fee) to be paid pursuant to this
Article V, provided, however, that such Supplemental Management Fee shall be
reduced if and to the extent that the payment of same results in an pursuant to
Section 3. 1 0(b) hereof the amount remaining in the Account for Shareholder
Expenses which is will not be less than Thirty-Seven Thousand Five Hundred
Dollars ($37,500.00) on an annualized basis during the first year of the Term
and Forty Five Thousand Dollars ($45,000.00) on an annualized basis during the
second year of the Term plus the amount of the and is insufficient to make
scheduled interest payments on any funds borrowed by any Shareholder to purchase
Shareholder's shares of the Practice.

      5.4 ADJUSTMENTS TO MANAGEMENT FEES FOR NEW OFFICES. Notwithstanding
anything in this Retail Business Management Agreement to the contrary, in
calculating the Base Management Fee pursuant to Section 5.1 hereof, the
following provisions shall govern:

                                     - 32 -

            (a) The calculation of the Base Management Fee and Supplemental
Management Fee shall not include the revenues and expenses associated with any
New Office during its first twelve (12) months of operation (the "Initial
Period") if the Net Earnings associated with such New Office during such Initial
Period is less than or equal to zero.

            (b) In the event that Net Earnings for such New Office exceeds zero,
the Base Management Fee to be paid to Retail Business Manager with respect to
such New Office shall be equal to such Net Earnings but shall not exceed the
Base Management Fee as applied to the New Office and as calculated pursuant to
Section 5.1 of the Agreement.

      5.5 REASONABLE VALUE. Payment of the Management Fee is not intended to be
and shall not be interpreted or applied as permitting Retail Business Manager to
share in the Practice's fees for Professional Eye Care Services and Optical
Services or any other services, but is acknowledged as the Parties' negotiated
agreement as to the reasonable fair market value of Retail Business Manager's
commitment to pay all Dispensary Expenses and the fair market value of the
equipment, contract analysis and support, other support services, purchasing,
personnel, management, administration, strategic management and other items and
services furnished by Retail Business Manager pursuant to the Retail Business
Management Agreement, considering the nature and volume of the services required
and the risks assumed by Retail Business Manager. The Practice and Retail
Business Manager recognize and acknowledge that Retail Business Manager will
incur substantial costs and business risks in undertaking to pay all Dispensary
Expenses and in providing the support services, personnel, marketing,
management, administration, and other items and services that are the subject
matter of this Retail Business Management Agreement. It is the intent of the
Parties that the Management Fee reasonably compensate Retail Business Manager
for the value to the Practice of Retail Business Manager's administrative
expertise, given the considerable business risk to Retail Business Manager in
providing the Management Services that are the subject of this Retail Business
Management Agreement.

      5.6 PAYMENT OF MANAGEMENT FEE. To facilitate the payment of the Management
Fee as provided in Section 5.1 hereof, the Practice hereby expressly authorizes
Retail Business Manager to make withdrawals of the Management Fee from the
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. Retail
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.

      5.7 DISPUTES REGARDING FEES.

            (a) It is the Parties' intent that any disputes regarding
performance standards of the Retail 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 Retail Business Manager has failed to
perform its obligations, and that as a result of such failure, the Practice

                                     - 33 -

is entitled to a set-off or reduction in its Management Fees, the Practice shall
give Retail Business Manager notice of the perceived failure and request in the
notice a set-off or reduction in Management Fees. Retail Business Manager and
the 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 Retail Business Manager or the Practice, the Practice Advisory
Council shall make recommendations to Retail 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 Retail Business Management
Agreement will be for an initial period of forty (40) years after the effective
date, and shall be automatically renewed for successive five (5) year periods
thereafter, provided that neither Retail Business Manager nor the Practice shall
have given notice of termination of this Retail 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
Retail Business Management Agreement.

      6.2 TERMINATION.

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

                  (i) If Retail 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;

                                     - 34 -

                  (ii) If the Retail Business Manager fails to comply with any
material provision of this 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) Retail Business Manager commits any act of fraud,
misappropriation or embezzlement, or any other felony and as a result the Retail
Business Manager is unable to substantially perform under the terms of this
Retail Business Management Agreement.

            (b) TERMINATION BY RETAIL BUSINESS MANAGER Retail Business Manager
may immediately terminate this Retail 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 Commonwealth if, in the
reasonable discretion of the Retail 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 voluntary 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 Agreement, or any other agreement with Retail Business
Manager, and does not correct such failure within ninety (90) days after written
notice of such failure to comply is delivered by Retail Business Manager
specifying the nature of the breach in reasonable detail;

                  (iv) The Practice or any of the Practice Professionals commit
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
Retail Business Management Agreement;

                  (v) 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.

                                     - 35 -

            (c) Termination by Agreement. In the event the Practice and Retail
Business Manager shall mutually agree in writing, this Retail 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, or a change in
any third-party reimbursement system, or any finding, ruling, or decree of any
regulatory body concerning this Retail 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
Retail Business Management Agreement or which shall make this Retail Business
Management Agreement or any related agreements unlawful or unenforceable, or
which would be reasonably likely to subject either Party to this Retail 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 Retail 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 Retail 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 Retail
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 Retail 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 Retail Business Management
Agreement;

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

                  (iv) the obligation of the Practice to repay amounts advanced
by Retail Business Manager to the Practice.

                                     - 36 -

            (b) RECEIPT OF COLLECTIONS AFTER TERMINATION. In effectuating the
provisions of this Section 67.3, the Practice specifically acknowledges and
agrees that if this Retail Business Management Agreement terminates pursuant to
Sections 76.2(b) or (d), Retail 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 Retail Business Management Agreement is terminated, it being understood
that

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

                  (ii) Retail Business Manager shall not be entitled to collect
accounts receivable after the termination date if this Agreement is terminated
pursuant to Section 67.2(a); and

                  (iii) the Retail Business Manager shall deduct from such cash
collections any other amounts owed to Retail Business Manager under this Retail
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 Retail Business Management Agreement while such collections
are taking place and any reasonable costs incurred by Retail Business Manager in
carrying out the post termination procedures and transactions contemplated
herein.

                  (iv) Retail 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 Retail Business Management Agreement for any reason or cause
whatsoever, Retail Business Manager shall surrender to the Practice all books
and records pertaining to the Dispensary.

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

            (a) to the extent requested by Retail Business Manager, purchase
from Retail Business Manager at book value all of the assets, including
inventory and supplies, listed in the Bill of Sale whereby Retail Business
Manager acquired from the Practice substantially all of the furniture, fixtures,
and equipment used in the operation of the Dispensary prior to execution of this
Retail Business Management Agreement, including all

                                     - 37 -

replacements and additions thereto made by Retail Business Manager pursuant to
the performance of its obligations under this Retail Business Management
Agreement, as adjusted in accordance with GAAP to reflect operations of the
Dispensary, depreciation, amortization, and other adjustments through the last
day of the month most recently ended prior to the date of such termination.

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

            (c) Purchase from Retail Business Manager at book value all of the
assets, tangible and intangible, including inventory and supplies NOT listed in
said Bill of Sale but used in the operations of the Dispensary, including all
replacements and additions thereto made by Retail Business Manager pursuant to
the performance of its obligations under this Retail Business Management
Agreement, set forth on the books of Retail Business Manager as adjusted through
the last day of the month most recently ended prior to the date of such
termination in accordance with GAAP to reflect operations of the Dispensary,
depreciation, amortization, and other adjustments of assets shown on the books
of Retail Business Manager; and

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

      6.5 CLOSING OF PURCHASE. When the Practice purchases the assets pursuant
to Section 6.4, 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
NationsBank, 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 Retail
Business Manager, if any, assumed by the Practice, by any payment the Retail
Business Manager has failed to make under this Retail Business Management
Agreement, and by any unpaid portion of any promissory notes payable by Retail
Business Manager to any Shareholder of the Practice. The Practice and all
Shareholders 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 Retail Business
Manager from any liability with respect to such purchased asset. The

                                     - 38 -

closing date for the purchase shall be determined by the Parties, but shall in
no event occur later than the expiration date of this Retail 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 Retail 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 4.6 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.

      6.6 LIMITATION OF LIABILITY. In no event shall Retail Business Manager be
liable to the practice for any indirect, special or consequential damages or
lost profits, arising out of or related to this Agreement or the performance or
breach thereof, even if Retail 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 Retail Business Manager and Retail 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,
Shareholders, 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 Retail Business Management Agreement.

      7.2 INDEMNIFICATION BY RETAIL BUSINESS MANAGER. Retail Business Manager
shall indemnify and hold harmless the Practice, and the Practice's members,
Shareholders, 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 Retail
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 Retail 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 Retail Business Manager) or Retail
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

                                     - 39 -

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 Retail 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
Retail Business Management Agreement, then: (i) if such notice or knowledge is
received or acquired by the Practice, the Practice shall promptly notify Retail
Business Manager; and ii) if such notice or knowledge is received or acquired by
Retail Business Manager, the Retail Business Manager shall promptly notify the
Practice; except that no delay in giving such notice shall diminish any
obligation under this Retail 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 entry of any
judgment or enter into any settlement with respect to the Third Party Claim
without the prior consent of the Indemnified Party.

                                     - 40 -

            (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 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 Retail Business
Management Agreement is intended or shall be construed to allow Retail 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 Retail Business Manager shall not interfere
in any manner or to any extent therewith. Nothing contained in this Retail
Business Management Agreement shall be construed to permit Retail 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 Retail
Business Manager are solely for the purpose of providing non-optometric
management and administrative services to the Dispensary 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. It is expressly acknowledged that
the Parties hereto are "independent contractors," and nothing in this Retail
Business Management Agreement is intended and nothing shall be construed to
create an employer/employee, partnership, or joint venture relationship, or to
allow either to exercise control or direction over the manner or method by which
the other performs the services that are the subject matter

                                     - 41 -

of this Retail Business Management Agreement; provided always that the services
to be provided hereunder shall be furnished in a manner consistent with the
standards governing such services and the provisions of this Retail Business
Management Agreement. Each Party understands and agrees that (i) the other will
not be treated as an employee for federal tax purposes, (ii) neither will
withhold on behalf of the other any sums for income tax, unemployment insurance,
social security, or any other withholding pursuant to any law or requirement of
any governmental body or make available any of the benefits afforded to its
employees, (iii) all of such payments, withholdings, and benefits, if any, are
the sole responsibility of the Party incurring the liability, and (iv) each will
indemnify and hold the other harmless from any and all loss or liability arising
with respect to such payments, "withholdings," and benefits, if any.

      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:

      The Practice:                   Dr. Samit's Hour Eyes Optometrist, P.C.
                                      5568 General Washington Drive
                                      Suite A-215 Alexandria, Virginia 22312
                                      Attention: Daniel Poth, O.D.
                                     
      Retail Business Manager:        Visionary Retail Management, Inc.
                                      5568 General Washington Drive
                                      Suite A-215
                                      Alexandria, Virginia 22312
                                      Attention: Robert Brodney
                                     
      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 Retail Business Management Agreement shall in all
respects be governed, interpreted and construed in accordance with the laws of
the Commonwealth without giving effect to principles of comity or conflicts of
laws thereof

      8.5 JURISDICTION AND VENUE. Retail Business Manager and the Practice
hereby consent to the personal jurisdiction and venue of the state and federal
courts in the judicial

                                     - 42 -

circuit where the Practice has its principal corporate office, and do hereby
waive all questions of personal jurisdiction and venue, including, without
limitations 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 Retail 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 Retail Business Management Agreement without the prior
written consent of Retail Business Manager, which consent may be withheld.
Retail Business Manager may assign or transfer its rights and obligations under
this Retail Business Management Agreement only in the following situations: (a)
pursuant to a merger of Retail Business Manager into another entity or the sale
of substantially all of the assets of Retail Business Manager; (b) pursuant to
the sale and/or assignment of this Retail Business Management Agreement with the
Practice's consent, which shall not be unreasonably withheld; (c) pursuant to a
transfer or assignment of this Agreement to one of Retail Business Manager's
subsidiaries; or (d) pursuant to any transfer or assignment to or by any
financial lender of the Retail Business Manager, and this Retail 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 Retail Business Management Agreement.

      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,

                                     - 43 -

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. sec.sec. 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 Atlanta, Georgia. 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 fights 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 he/she/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.

      8.9 WAIVER OF BREACH. The waiver by either Party of a breach or violation
of any provision of this Retail 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 Retail 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 Retail 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.

                                     - 44 -

      8.12 ADDITIONAL ASSURANCES. Except as may be herein specifically provided
to the contrary, the provisions of this Retail 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 Retail Business
Management Agreement.

      8.13 CONSENTS, APPROVALS, AND EXERCISE OF DISCRETION. Whenever this Retail
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 Retail 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
Retail Business Management Agreement. Notwithstanding the same, the Parties
hereto agree to continue this Retail 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 Retail 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
Retail 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 Retail 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 Retail Business Management Agreement is in violation of applicable
law, then the Parties agree to negotiate in good faith to amend the Retail
Business Management Agreement, to the extent possible consistent with its
purposes, to conform to law.

                                     - 45 -

      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 Retail 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 Retail 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 Retail
Business Management Agreement.

      8.18 AMENDMENTS AND EXECUTION. This Retail 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 Retail 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. Retail Business Manager and the
Practice shall each obtain and maintain in effect, at all times during the term
of this Retail Business Management Agreement, all licenses, permits and
certificates required by law which are applicable to the performance of their
respective obligations pursuant to this Retail Business Management Agreement.

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

      8.21 COMPLIANCE WITH APPLICABLE LAWS. Retail 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 Retail Business Management Agreement.

      8.22 LANGUAGE CONSTRUCTION. The Practice and Retail Business Manager
acknowledge that each Party hereto and its counsel have reviewed and revised
this Retail 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 Retail
Business Management Agreement.

      8.23 ENTIRE RETAIL BUSINESS MANAGEMENT AGREEMENT. With respect to the
subject matter of this Retail Business Management Agreement, this Retail
Business Management Agreement supersedes all previous contracts and constitutes
the entire agreement between the Parties. Neither Party shall be entitled to
benefits other than those specified herein. No prior

                                     - 46 -

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 Retail Business Management
Agreement shall be recognized unless incorporated herein by amendment as
provided herein, 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 Retail Business Management Agreement, the Parties rely solely
upon the representations and agreements contained in this Retail Business
Management Agreement and no others.

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

           (The remainder of this page is intentionally left blank)

                                     - 47 -

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

                               Dr. SAMIT'S HOUR EYES OPTOMETRIST,
                               P.C. "The Practice"

                               By: /s/ Daniel Poth
                                   --------------------------
                                   Daniel Poth, O.D., Vice President

                               VISIONARY RETAIL MANAGEMENT,
                               INC. "Retail Business Manager"

                               By: /s/ Mark Pearson
                                   --------------------------
                                   Mark Pearson Vice President

                                     - 48 -

                                  EXHIBIT 4.2A

                       EMPLOYMENT AGREEMENT (PROFESSIONAL)

                                  SEE ATTACHED

                                  EXHIBIT 4.2B

                  EMPLOYMENT AGREEMENT (PRESIDENT OF PRACTICE)

                                  SEE ATTACHED

                                  EXHIBIT 4.6A

                             COVENANT NOT TO COMPETE

Radius From Miles - ----------- ----- Virginia Offices 3.0 Washington D.C. Offices 0.5 Maryland Offices 3.0 All Other Offices 3.0
EXHIBIT 4.6B PROFESSIONALS EXECUTING EMPLOYMENT AGREEMENTS Janna Angeles, O.D. Melissa Barbor, O.D. Scott Baron, O.D. William Bauscher, O.D. Cathy Berwald, O.D. Neil Bleakley, O.D. Amy Chu, O.D. John Cochran, O.D. James Gomez, O.D. Kathryn Parn, O.D. Eric Ruta, O.D. Heloi Stark, O.D. EXHIBIT 4.11 SHAREHOLDERS' UNDERTAKING TO MAINTAIN PRACTICE'S CORPORATE EXISTENCE AND ENFORCEMENT OF COVENANTS NOT TO COMPETE As an inducement to the Retail Business Manager to enter into this Retail Business Management Agreement with the Practice or as required in the Retail Business Management Agreement, each of the undersigned person(s), having an ownership interest in the Practice, irrevocably and unconditionally covenants and agrees to maintain in good standing the corporate existence of the Practice under the laws of the Commonwealth and to cause the Practice to use its best efforts to enforce employment agreements (including the Restrictive Covenant described in Section 4.6) against any individuals violating such employment agreements. The undersigned persons further unconditionally covenant and agree to indemnify and hold harmless Retail Business Manager from and against any and all claims requirements, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, resulting in any manner from the failure of the Practice to remain in good standing under the laws of the Commonwealth or the failure of the Practice to use its best efforts to enforce the aforesaid employment agreements and the Restrictive Covenants described in Section 4.6 of such Retail Business Management Agreement, a copy of which has been delivered to the undersigned for his review. This Undertaking may be assumed by a successor Shareholder or Shareholders, whereupon the undersigned shall be released to the extent of such assumption, provided that any such successor Shareholder executes a form similar to this. IN WITNESS WHEREOF, the undersigned(s) have executed this Shareholders' Undertaking as of the day and year written opposite such shareholder's name. Date: __________, 1997 ______________________________ EXHIBIT 5.1* *Indicates information has been omitted and separately filed with the Securities and Exchange Commission pursuant to an application for an order declaring confidential treatment thereof. EXHIBIT 5.2* *Indicates information has been omitted and separately filed with the Securities and Exchange Commission pursuant to an application for an order declaring confidential treatment thereof. EXHIBIT 4.2A EMPLOYMENT AGREEMENT (PROFESSIONAL) SEE ATTACHED EXHIBIT 4.2A EMPLOYMENT AGREEMENT (PROFESSIONAL) EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of the ______ day of _______, 199__, by and between ____________________O.D. ("Employee"), and Dr. Samit's Hour Eyes Optometrist, P.C., a Virginia professional corporation ("Employer"). WITNESSETH: WHEREAS, Employee is duly licensed to practice optometry in the Commonwealth of Virginia and desires to accept employment to practice optometry as an employee of Employer; WHEREAS, Employer is engaged in the practice of optometry and desires to employ Employee; and WHEREAS, Employer has offered Employee employment in consideration for the compensation and the other benefits herein provided, and Employee is willing to accept employment on such terms; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, it is agreed as follows: 1. EMPLOYMENT. Employer hereby employs Employee, and Employee hereby accepts employment from Employer, upon the terms and conditions herein provided. 2. QUALIFICATIONS. Employee shall maintain a valid and unrestricted license to practice optometry in each jurisdiction in which Employee provides optometry services. In addition, Employee shall at all times during the term of this Agreement maintain at least those qualifications and credentials set forth in Exhibit "A" attached hereto. 3. TERM. The term of this Agreement shall begin on the date first above written and shall continue for a period ending on __________ (the "Initial Term"), unless sooner terminated as herein provided. At the end of the Initial Term or the Renewal Term (as herein defined), this Agreement, unless otherwise terminated, shall automatically renew for a period of one (1) year (the "Renewal Term") unless either party gives written notice of non-renewal of this Agreement to the other party sixty (60) days prior to the end of the current term. 4. COMPENSATION. For all services rendered by Employee under this Agreement (and in addition to other monetary or other benefits specifically set forth herein), compensation shall be paid to Employee as set forth in Exhibit "B". 5. DUTIES. Employee is employed to exclusively and actively practice optometry on behalf of Employer, and shall have those duties, and responsibilities set forth in Exhibit "A". Employee shall devote Employee's entire time and attention to the duties of Employer, and shall not engage in the practice of optometry except as an employee of Employer, unless otherwise authorized in writing by the Board of Directors of Employer. Employer shall have the authority to determine the assignment of patients to Employee and Employee must perform services for patients assigned to Employee. Employer shall have the authority to designate the days as well as the hours during the day Employee shall perform Employee's duties, except as otherwise mutually agreed between Employee and Employer. The authority to direct, control and supervise the duties, the responsibilities and the means, manner and time of performing such duties shall be exercised by Employer, provided, however, that Employer shall not impose duties or constraints which would require Employee to infringe the ethics of Employee's profession, or violate any federal, state or municipal laws, regulations or ordinances. Employee agrees to follow and abide by the ethics of Employee's profession, and all applicable federal, state and municipal laws, regulations and ordinances. 6. OPTOMETRIC RECORDS. Employee shall, in accordance with Employer's policies, cause to be properly prepared and filed reports of all examinations, procedures and other professional services performed by Employee. It being understood and agreed that all reports, records and supporting documents which relate to the care and treatment of optometric patients by Employee are maintained by Employer, and the ownership and right of control of all such reports, records and supporting documents belong to Employer. Employee waives any and all rights in and claims to said records and hereby conveys and transfers to Employer all right, title and interest which Employee may have, if any, in the reports, records and supporting documents which relate to the care and treatment of optometric patients by Employee. In addition, Employee shall promptly submit such additional records as Employer deems to be required by any third party payors. 7. WORKING FACILITIES. Employer shall furnish Employee with administrative support, supplies, equipment and such other facilities and services suitable to Employee's position and adequate for the performance of Employee's duties and responsibilities. 8. FEES. Employer shall have the exclusive authority to determine the amount and nature of all fees and the procedure for establishing the fees to be charged patients of Employer. 9. OWNERSHIP OF FEES AND INCOME. All income generated by Employee for Employee's professional services and all activities related thereto shall belong to Employer, whether paid directly to Employer or to Employee. Employee may be required (and agrees upon request of Employer so to do) to render a true accounting of all transactions relating to Employee's practice during the course of Employee's employment. 10. PROFESSIONAL LIABILITY INSURANCE. Employer shall pay for and carry professional liability insurance, insuring Employer and Employee for professional errors, omissions, negligence, incompetence, and malfeasance in such amounts and pursuant to such terms as Employer, in its sole discretion, deems acceptable. 11. BENEFITS AND PERGUISITES. During the term of this Agreement, Employee shall be entitled to participate in those health, accident and other benefit plans or programs from time to time in effect for other similarly situated employees or classes of employees, and shall be entitled to the specific benefits and perquisites set forth in Exhibit "B". 12. TERMINATION. This Agreement shall terminate and the employment relationship between Employee and Employer automatically and immediately shall be severed upon the death of Employee, in which event Employer shall pay to the estate of Employee the compensation which otherwise would be payable to Employee up to the end of the month in which Employee's death occurs. Additionally, at any time during the Initial Term or any Renewal Term of this Agreement, this Agreement may be terminated and the employment relationship between Employee and Employer automatically and immediately severed upon written notice by Employer to Employee following the occurrence of any of the following: (a) Upon the disability of Employee, such being Employee's inability to perform one or more of the essential functions of Employee's position as required by this Agreement, due to an illness, injury or incapacity exceeding a period of ninety (90) days within a period of twelve consecutive months, provided such termination shall be in accordance with federal, state and local laws to the extent applicable to the employment of Employee; (b) The suspension, revocation or cancellation of Employee's right to practice optometry in any state, district or commonwealth; (c) The imposition of any restrictions or limitations by any governmental authority having jurisdiction over Employee or Employer to such an extent that Employee cannot engage in the professional practice for which he or she was employed; (d) Upon a material breach by Employee of this Agreement, provided such breach is not cured within thirty (30) days after the Employer provides written notice of the breach to the Employee and within three (3) days after such notice if such breach has been the subject of a written notice within two (2) years prior to notice of breach hereunder. "Material breach" shall include, but be not limited to, the following: (i) Employee fails or refuses, in the determination of Employer, to faithfully and diligently perform the usual customary duties of Employee's employment or adhere to the provisions of this Agreement, including those duties, responsibilities and conditions of employment set forth in Exhibit "A"; or Employee fails or refuses, in the determination of Employer, to comply with such policies, standards and regulations of Employer which from time to time may be reasonably established by Employer; (e) Employee breaches any fiduciary duty owed to Employer, or engages in unprofessional, unethical, immoral, illegal or fraudulent conduct, or is found guilty of unprofessional, illegal or unethical conduct by court, any board, institution, organization or professional society having any privilege or right to pass upon the conduct of Employee, or Employee's conduct discredits Employer or is detrimental to the reputation, character and standing of Employer; or (f) Such other event as is specifically set forth in Exhibit "B" hereto. 13. EARLY TERMINATION. Employee recognizes that failure to complete the Initial Term or any Renewal Term and to provide appropriate notice to Employer will cause substantial harm to Employer in terms of loss of business, damage to business reputation, ability to obtain licensed optometrists to replace Employee, inconvenience to other employees of Employer, and the costs associated with finding a replacement. If Employee should terminate this Agreement and cease to perform hereunder (i) without providing to Employer the required non-renewal notice or (ii) prior to the end of the term of this Agreement, Employee shall pay to Employer the sum of Three Thousand Dollars ($3,000), as reimbursement to Employer of the costs to Employer associated with said early termination. Employee and Employer agree that it is impossible to determine with any reasonable accuracy the amount of prospective damages to Employer upon breach by Employee of the provisions of this paragraph. Employee and Employer agree that the payment set forth above is reasonable, and not a penalty, based upon the facts and circumstances of the parties at the time of entering this Agreement, and with due regard to future expectations. 14. CONFIDENTIALITY AND COMPETITIVE ACTIVITIES. Employee specifically agrees to the covenants and provisions governing Confidentiality and Competitive Activities set forth in Exhibit "B". 15. PATIENT CARE UPON TERMINATION. Upon any termination of this employment relationship, Employer shall provide duly licensed optometrists to assume the care and treatment of all patients previously assigned to Employee. 16. RELATIONSHIP BETWEEN THE PARTIES. The parties recognize that the Board of Directors shall manage the business affairs of Employer and that the relationship between the parties hereto shall be that of an employer and an employee. Employee shall be entitled to participate in any plans, arrangements or distribution of and by Employer pertaining to or in connection with any pension, profit-sharing, or similar benefits and group life, health, accident and disability insurance or benefits, or similar fringe benefits for the employees of Employer, to the extent of and in accordance with the terms and provisions of any plan, arrangement or distribution, which may be in effect from time to time during the term of this Agreement. Employee stipulates and agrees that any and all such fringe benefits may be changed, altered, amended, discontinued, decreased or increased in the sole discretion of the Board of Directors of Employer. 17. REMEDIES AND WAIVER OF BREACH. The waiver by any party hereto of any of the terms and conditions hereof or any breach of any provision of this Agreement shall not operate or be construed as a general waiver of any such terms and conditions or permit a subsequent breach by any party. Additionally, in the event of any violation of paragraph 14 hereof by Employee, the parties hereby recognize and acknowledge that a remedy at law will be inadequate and Employer may suffer irreparable injury. Accordingly, Employee consents to injunctive relief upon the institution of proceedings therefor by Employer in order to protect Employer's rights under such paragraph 14. If any covenant referred to in paragraph 14 or any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants contained therein, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to reduce the duration and/or area of such covenant and, in its reduced form, such covenant shall then be enforceable. No delay or omission by Employer in exercising any right or remedy hereunder, or at law or in equity, and no payment to Employee of amounts owing him or her subsequent to the breach of any provision hereof or after the termination hereof, shall operate as a waiver of any rights or remedies which Employer may have hereunder and no single or partial exercise thereof shall preclude any other or further exercise thereof or of the exercise of any other right or remedy. Nothing in this paragraph 17 shall constitute a waiver of any of Employer's rights under paragraph 24 of this Agreement. 18. ASSIGNMENT. Employee agrees that this Agreement and the rights, interests and benefits hereunder shall not be assigned, transferred, pledged or hypothecated in any way by Employee. This Agreement shall not be assignable by Employer except pursuant to a merger, to an affiliate of Employer or to a party which succeeds to the ownership of all or substantially all of the business and assets of Employer. 19. NOTICES. Any notice given under this Agreement shall be sufficient if in writing and mailed by either registered or certified U.S. mail, return receipt requested, postage prepaid, to Employer at its permanent address and to Employee at Employee's residence address last known to Employer. Any such notice shall be effective upon the earlier of actual receipt or five (5) days after mailing in accordance with the preceding sentence. 20. INVALID PROVISION. The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all aspects as if such unenforceable or invalid provisions were omitted. 21. CONSTRUCTION, VENUE AND BINDING EFFECT. THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED IN THE COMMONWEALTH OF VIRGINIA, AND SHALL IN ALL RESPECTS BE INTERPRETED, CONSTRUED, AND GOVERNED BY AND IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE COMMONWEALTH OF VIRGINIA. Subject to the arbitration provisions of this Agreement, and without waiving the same, the exclusive venue for any dispute between the parties hereto arising under this Agreement shall be in the federal and state courts sitting in Commonwealth of Virginia. The captions used herein as headings of the various paragraphs hereof are for convenience only and are not to be used in determining or construing the intent or context of this Agreement. This Agreement shall inure to the benefit of and be binding upon the parties, their spouses, heirs, executors, personal representatives, and permitted assigns. 22. BINDING 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 arbitrators for such arbitration. If three (3) arbitrators are selected, the arbitrators shall elect a chairperson to preside at all. meetings and hearings. The arbitrators, 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. sec.sec. 1- 16, and judgment upon the award rendered by the arbitrators 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 Tyson's Corner, Fairfax County, Virginia. This Paragraph 22 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 Paragraph 22, 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. 23. 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 he/she 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. 24. SURVIVING PROVISIONS. Notwithstanding the termination of this Agreement, whether upon the expiration of the term hereof or by earlier termination in accordance with the terms hereof or otherwise, the provisions of, and the obligations, rights and remedies of the parties pursuant to, paragraphs 9, 14, 15, 17, 21, 22, 23 and 24 and those sections of Exhibit "B" which so provide, shall survive the termination of this Agreement and remain in full force and effect. 25. REPAYMENT. For any sums due to Employer from Employee pursuant to the terms herein, this Agreement shall serve as a specific written authorization by Employee to Employer for it to withhold from his or her compensation payments owed to Employer including deducting all outstanding amounts upon termination or non-renewal of this Agreement. 26. ENTIRE AGREEMENT. (a) This Agreement (including all exhibits hereto) constitutes the entire agreement between the parties and contains all of the agreements between the parties with respect to the subject matter hereof and supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to all subject matters hereof and all such prior agreements are hereby terminated. The exhibits referred to herein and attached hereto are incorporated herein and made a part hereof with the same effect as if set forth at length herein. (b) This Agreement may be amended or revoked at any time prior to the death, retirement or termination of Employee by a written agreement (including amendment and replacement of any exhibit or addendum hereto) executed by Employee and a designated officer of Employer. No change of or modification to this Agreement shall be binding or valid unless the same be in writing and signed by Employee and Employer. (The remainder of this page is intentionally left blank.) IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written. Dr. Samit's Hour Eyes Optometrist, P.C. ("Employer") By:_______________________________ Title:____________________________ __________________________________ _____________________, O.D. ("Employee") EXHIBIT 4.2B EMPLOYMENT AGREEMENT (PRESIDENT OF PRACTICE) SEE ATTACHED EXHIBIT "A" (Attached to and incorporated into the foregoing Employment Agreement) QUALIFICATIONS AND RESPONSIBILITIES Employee is a optometrist who is qualified by training and experience to perform the duties of an optometrist with the available facilities, equipment and supporting technology provided by Employer. Employee is also expected to perform a number of other administrative and business development duties which further the goals of Employer. Many of these other items require additional time, effort, and dedication to long-term goals and objectives of Employer. At all times during the term of this Agreement, Employee shall, as directed by Employer from time to time: 1. Work a minimum of ______ (__) hours each week. 2. When scheduled, be available by telephonic access for purposes of optometric call coverage and consultation. EXHIBIT "B" (Attached to and incorporated into the foregoing Employment Agreement) COMPENSATION, BENEFITS, PERQUISITES AND OTHER TERMS AND CONDITIONS OF EMPLOYMENT A. COMPENSATION. For all services rendered by Employee under this Agreement (and in addition to other monetary or other benefits referred to in this Agreement), compensation shall be paid by Employer to Employee as follows: (1) Employer shall pay Employee, during the Initial Term of this Agreement, a regular salary in the annualized amount of ____________________ Dollars ($_______.00), payable in equal periodic installments in accordance with Employer's payroll practices and policies in effect from time to time. The regular salary of Employee shall be adjusted at the beginning of a renewal term by an amount equal to the sum total obtained by multiplying the then current regular annual salary by the CPI Adjustment Factor (defined below). As used herein, the term "CPI Adjustment Factor" shall mean the amount derived by dividing the CPI (as herein defined) most recently published as of the first day of the calendar year of the beginning of the subsequent term by the CPI most recently published as of the first day of the calendar year of the beginning of the current term. For purposes hereof "CPI" means the Consumer Price Index of Urban Consumers - For All Urban Consumers (all items 1982 - 1984 = 100), published by the United States Department of Labor, Bureau of Labor Statistics (the "Bureau"). If the CPI should ever cease to be published by the Bureau during the term of this Agreement, the CPl Adjustment Factor shall be computed by using an economic index selected by Employer, of generally recognized standing, that reflects the increase or decrease of the purchasing power of the dollar. (2) In addition to the regular salary, Employee may receive a bonus pursuant to a bonus program established by Employer. The amount and time of payment of such bonus and requirements to obtain such bonus shall be as set forth on Attachment B-1. B. PAID TIME OFF. Each calendar year (which shall be defined as January I through December 31), Employee shall be entitled paid time off, during which time Employee's compensation shall continue to be paid in full, in the following amounts:
- -------------------------------------------------------------------------------- YEARS OF FULL-TIME PAID TIME-OFF EMPLOYMENT PER CALENDAR YEAR - -------------------------------------------------------------------------------- During the 1st calendar year Equivalent of 1 day per full month worked - -------------------------------------------------------------------------------- 12 days if employed less than 6 months in In the 2nd calendar year 1st calendar year 14 days if employed 6 months or more in the 1st calendar year - -------------------------------------------------------------------------------- In the 3rd calendar year and 17 days thereafter - --------------------------------------------------------------------------------
The scheduling of time off shall be subject to the prior approval of Employer. Paid time off is to include time absent from work (i) for vacation, (ii) due to illness or injury or (iii) for the purpose of attending continuing education conferences and meetings. Once Employee has used all paid time off for a calendar year, any additional time taken off by Employee during the same calendar year shall be without pay. Paid time-off not used in one Calendar Year may not be accrued and used in the subsequent Calendar Year. All unused paid time-off at the time of termination of employment shall be forfeited. If Employee is currently employed by Employer a parent, subsidiary or affiliate of Employer at the time of the execution of this Agreement, when determining the number of years of employment for purposes of this section, Employee shall be given credit for all years of employment during Employee's current period of employment by Employer. In addition to the above referenced paid time off, Employee shall be entitled to the following paid holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. C. DISABILITY. If Employee is unable to perform Employee's duties by reason of illness, injury, or any other disability, Employee shall be entitled to receive compensation during the period of such inability as follows: (1) If Employee is unable to perform Employee's duties by reason of a disability, including illness, injury, or other incapacity (including pregnancy), then for the period of such disability up to a period of forty-five (45) days, including the use of any and all accrued and unused paid time-off, Employee shall be entitled to receive Employee's regular salary as specified in this Agreement but in no event shall Employee be entitled to receive compensation under such circumstances for more than forty-five (45) continuous days, or any forty-five (45) days during a period of one (1) year, including the use of any and all accrued and unused paid time off, provided that the compensation under this section C shall cease the date Employee is first eligible to receive payment of disability benefits under any disability insurance coverage provided by Employer. (2) While Employee is receiving compensation pursuant to this section C, Employee shall be eligible to participate in all employee benefits provided by Employer to the extent allowed under each of the benefit programs. (3) All accrued and unused used paid time-off of Employee for the current calendar year shall first be used in connection with time-off for a disability and shall be deducted from Employee's forty-five (45) days of paid disability pursuant to this section C. (4) If a controversy shall arise concerning the existence, cause, duration, or extent of disability claimed by Employee, the matter shall be resolved by a qualified independent physician mutually acceptable to Employee and Employer, who will make his determination in writing. If the parties can not agree as to a qualified independent physician, Employer shall appoint one physician and Employee shall appoint one physician, and the two physicians shall appoint a qualified independent physician who shall make a determination in writing. The determination of disability pursuant to this section C shall be final and binding on the parties. D. INDEMNIFICATION. Employer agrees to, and shall hereby, hold harmless and fully indemnify Employee of and from any and all liability, damage, cost or expense whatsoever incurred, relating to, or by reason of, acts and/or omissions of Employee in the course of employment pursuant to this Agreement, except to the extent that such liability, damage, cost, or expense is the result of the gross negligence or willful misconduct of Employee. E. EDUCATION AND LICENSES. Following the completion of the first six (6) months of the Initial Term of this Agreement, Employer shall pay for or reimburse Employee for approved expenses related to Employee's continuing education and licenses, up to a maximum of $500.00 per calendar year if Employee is licensed to dispense or prescribe diagnostic pharmaceutical agents or to a maximum of $750.00 per calendar year if Employee is licensed to dispense or prescribe therapeutic pharmaceutical agents and Employee uses said license in providing services pursuant to this Agreement. F. DISCLOSURE OF CONFIDENTIAL INFORMATION. 1. DEFINITION. "Confidential Information" shall mean all patient lists, patient account information, patient examination records, and any other records and books relating in any manner to the patients and business records of Employer (whether such records, books or lists are prepared by Employee or otherwise come into the possession or use of Employee). "Confidential Information" shall also mean any accounting, sales, advertising, vision insurance plan information, marketing or management information, methods or techniques, any business plans such as refractive and photo-refractive surgery plans and information, any computer programs and routines of Employer and any other information of any kind whatsoever, whether written or not, concerning, directly or indirectly, Employer, its plans, programs or operations, which information is not generally known in the industry or business in which Employer is or may become engaged during Employee's employment with Employer. 2. PROTECTION OF CONFIDENTIAL INFORMATION, ETC. Employee shall not, at any time either during or after employment with Employer, in any manner, directly or indirectly, divulge, disclose, or communicate to any person, firm, corporation, association, or any other business entity, or use for personal benefit or for any other purpose than the exclusive benefit of Employer, its subsidiaries, successors, or assigns, Confidential Information or any information whatsoever concerning matters affecting or relating to the business of Employer which Employee knows or has reason to know would be valuable to competitors or potential competitors of Employer. Furthermore, but not by way of limitation to the foregoing, Employee shall not (i) make known to any person or business entity the names or addresses of any of the patients of Employer or any other information pertaining to such patients or (ii) call on, or solicit, or attempt to call on, or solicit any of the patients of Employer with whom Employee became acquainted or was assigned to examine during Employee's employment with Employer; provided that this prohibition shall not apply to advertisements in newspapers of general circulation or telephone directories, including the Yellow Pages. 3. BOOKS AND RECORDS. Employee shall not, other than as necessary in the ordinary course of business, make copies of any books, documents, records or other written or printed, photographic, encoded, taped, electrostatically or electromagnetically encoded date or information of whatever nature (hereinafter the "documents") of Employer. Employee shall not, without the prior written approval of Employer, remove any of the foregoing documents or copies thereof from the premises of the Company, and shall not, without the prior written approval of Employer, make available to third parties access to said Employer documents. Employee agrees that all records and books relating in any manner whatsoever to the patients, whether prepared by Employee or otherwise in the possession of Employee shall be exclusive property of Employer. All such books and records shall be immediately returned to Employer by Employee upon any termination of employment. 4. PRESCRIPTIONS. Except as otherwise may be provided by law, lens prescriptions that may be written by Employee during the term of this agreement shall be and remain the exclusive property of Employer and Employee shall not use the same in any manner for any purpose whatever upon termination of the employment relationship without the prior written consent of Employer. G. COMPETITIVE ACTIVITIES. During the term of employment with Employer and for a period of one (1) year thereafter, Employee shall not, directly or indirectly (whether for compensation or otherwise), alone or as officer, director, shareholder (excepting not more than 1% stockholdings for investment purposes in securities of publicly held and traded companies), partner, associate, employee, agent, principal, trustee, co-venturer, consultant or owner, own, manage, operate, join, control, advise or otherwise participate with or become interested in or associated with any person, firm, partnership, corporation or other entity which intends to engage, or is engaged, in the business of providing or rendering optometric services at, or within the Radius (as herein after defined) of any office or store of Employer in which Employee has provided services on a regular basis for sixteen (16) or more hours per week or one thousand (1,000) hours during the last twelve (12) months of this Agreement. The provisions of this section G shall survive the termination of this Agreement. For the purposes of this Agreement, the "Radius" shall mean (i) three (3) miles of any office or store of Employer which is not within the District of Columbia or (ii) one-half (1/2) mile of any office or store in Washington, D.C. Employee hereby stipulates and agrees that Employer will suffer severe harm if Employee violates the restrictive covenant set forth in this Section G. Employee further stipulates and agrees that the parties may be unable to quantify the severe harm to Employer and, accordingly, Employee shall pay to Employer the amount of $25,000.00 in the event Employee violates this Section G. H. SOLICITATION OF EMPLOYEES. Employee agrees that during the term of this Agreement, and for a period of one (1) year thereafter, without the written consent of Employer, Employee will not directly or indirectly contact or solicit to employ, or employ, any of the then current or past employees of Employer, any subsidiary or affiliate of Employer or any employees of any company which is providing management services to Employer or said company's subsidiaries or affiliates, unless such person shall have ceased to be employed by Employer (or its subsidiary or affiliate or the company managing Employer or said company's subsidiary or affiliate, as the case may be) and such cessation of employment shall have occurred at least twelve (12) months prior thereto; provided this prohibition shall not apply to general advertisements in newspaper or other widely distributed publications, media, or mail, whether electronic or otherwise. ATTACHMENT "B-1" (Attached to and incorporated into the foregoing Employment Agreement) BONUS Employee shall be entitled to participate in a performance based bonus plan as established by Employer, which bonus plan may be amended, revised or terminated, in the discretion of Employer. Dated: __________, 199_. Dr. Samit's Hour Eyes Optometrist, P.C. ("Employer") By: _______________________________ Title: ____________________________ ___________________________________ ____________________, O.D. ("Employee") EXHIBIT 4.2B EMPLOYMENT AGREEMENT (President of Practice) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") made and entered into as of the ____ day of September, 1997, by and between Dr. Samit's Hour Eyes Optometrist, P.C., a Virginia professional corporation (the "Company"), or its assigns, and Daniel Poth, O.D. ("Executive" or "Dr. Poth"); W I T N E S S E T H: WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of September ___, 1997 (the "Stock Purchase Agreement"), by and among Dr. Poth, Dr. Robert A. Samit and Dr. Michael Davidson, Dr. Poth purchased all of the capital stock of the Company (the "Acquisition"); and WHEREAS, Employee is duly licensed to practice optometry in the Commonwealth of Virginia and desires to accept employment to practice optometry as an employee of Employer; WHEREAS, in connection with the Acquisition and the other transactions related thereto, Executive is required to enter into this Agreement concurrent with the consummation of the Acquisition; and WHEREAS, Executive desires to serve in the employment of the Company on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows: 1. EMPLOYMENT. The Company hereby employs Executive to serve as President of the Company, and Executive hereby accepts such employment, upon the terms and conditions set forth herein. 2. TERM. The term of this Agreement shall commence on the date hereof (the "Effective Date") and shall terminate on December 31, 2002, subject to earlier termination and extension as hereinafter provided (the "Term"). Thereafter, this Agreement shall automatically renew for successive five-year terms unless either party gives written notice of its election not to renew at least thirty (30) days prior to the end of the then current period. In the event of such extension, all of the terms and conditions of this Agreement shall remain in full force and effect. 3. DUTIES, QUALIFICATIONS AND OPTOMETRIC RECORDS. (a) During the Term, Executive shall serve as the President of the Company with such title, duties and responsibilities as established from time to time by the Board of Directors of the Company (the "Board"), or such person who may be appointed by the Board to oversee the operations of the Company. Such duties and responsibilities shall include, but not be limited to, the management of the other optometrists employed by the Company and the operations of the Company in Virginia and such other states as the Company has operations. Executive agrees that he will devote substantially all of his full business time, attention and energies to the business of the Company, and to the performance of his duties hereunder. Executive shall devote his time and attention to the duties of the Company, and shall not engage in the practice of optometry except as an employee of the Company or with respect to the stores of Hour Eyes, Inc. pursuant to that certain optometric director agreement between Executive, an entity owned by Executive, and Hour Eyes, Inc. Executive will at all times report to the board of directors of the Company or such person who may be appointed by the Board to oversee the operations of the Company and its direct and indirect subsidiaries and affiliates. Executive shall abide by all of the Company's policies and procedures, as may be adopted from time to time by the Company. Executive shall maintain a valid and unrestricted license to practice optometry in each state or other jurisdiction in which the Company provides optometry services. (b) Executive shall, in accordance with the Company's policies, cause to be properly prepared and filed reports of all examinations, procedures and other professional services performed by himself and the other employees of the Company. The ownership and right of control of all reports, records and supporting documents prepared for and/or maintained by the Company belongs to the Company. In addition, Executive shall promptly submit such additional records as the Company deems to be required by any third party payers. In the event that the Executive's employment with the Company is terminated, to the extent that Executive has any rights in such patient records, Executive agrees that such rights will be transferred to, and the records shall remain with, the Company, and Executive shall have no ongoing rights with respect thereto. 4. COMPENSATION. (a) BASE COMPENSATION. During the term of this Agreement, the Company shall pay to Executive a salary at an annual rate of $125,000 multiplied, in the case of years ending after December 31, 1998, by the Inflation Adjustment (the "Base Salary"). The Base Salary shall be payable during the Term in substantially equal installments not less frequently than monthly in accordance with the Company's standard payroll policy or in such other installments as the parties may mutually agree. The "Inflation Adjustment" for any year shall 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 September, 1997. If the Inflation Adjustment or another amount cannot be calculated when any of the Base Salary is due, an estimated Base Salary amount shall be paid and an appropriate adjusting payment shall be made as soon as such adjustment can be calculated. 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. (b) REIMBURSEMENT OF EXPENSES. The Company shall reimburse Executive, in accordance with the Company's policy in effect from time to time, for all reasonable travel, entertainment and other business expenses incurred by Executive in the performance of his duties and responsibilities hereunder. (c) NET PAYMENTS. The amount of any gross payments provided for in this Agreement shall be paid net of any applicable withholding required under federal, state or local law. 5. BENEFITS. Executive shall be entitled to receive the benefits made available or applicable from time to time to the employees of the Company; provided, however, that the receipt of such benefits by Executive shall be subject to the Company's eligibility and enrollment requirements pertaining to such benefit programs. Executive shall be eligible for four weeks paid vacation per year in accordance with the Company's vacation policy. 6. CONFIDENTIALITY AND COMPETITIVE ACTIVITIES. (a) CONFIDENTIALITY. Executive acknowledges that during his employment with the Company, the Company has and will continue to disclose to him the confidential affairs and proprietary information of the Company and its subsidiaries and affiliates which is developed by and belongs to the Company and its subsidiaries and affiliates, including matters of a business nature such as information about costs, profits, markets, sales, trade secrets, potential patents and other business ideas, customer lists, supplier and vendor lists, plans for future developments and/or acquisitions, and information of any other kind not known within the optical retail industry generally (collectively, "Confidential Matters"). Executive further acknowledges that the Company would not hire Executive or disclose these Confidential Matters to Executive without the promises made by Executive in this Section 6. In light of the foregoing, Executive agrees: (i) To keep secret all Confidential Matters of the Company and of any affiliates of the Company, and of any third party to whom the Company is bound by a confidentiality agreement, and not to disclose them to anyone outside of the Company or its affiliates, or otherwise use them or use his knowledge of them for his own benefit or for the benefit of any third party, including, without limitation, use of the trade secrets, trade names or trademarks of the Company, either during or after the Term, except with the Company's prior written consent; and (ii) To deliver promptly to the Company at the termination of the Term, or at any time the Company may request, all memoranda, notices, records, reports and other documents (and all copies thereof) relating to the business of the Company or any of its subsidiaries or affiliates, including, but not limited to, Confidential Matters, which he may then possess or have under his control. Notwithstanding any of the foregoing, the term "Confidential Matters" does not include information which (i) is or becomes generally available to the public other than as a result of any disclosure by Executive or (ii) Executive is compelled to disclose by Judicial or administrative process, provided, that in the case of any such requirement or purported requirement Executive shall provide written notice to the Company prior to producing such information, which notice shall be given at least ten (10) days prior to the producing such information, if practicable, so that the Company may seek a protective order or other appropriate remedy. (b) COMPETITIVE ACTIVITIES. Executive expressly recognizes and acknowledges that the terms and condition of this Section 6(b) are reasonable as to time, area and scope of restricted activity, necessary to protect the legitimate interests of the Company, and are not unduly burdensome to Executive. For a period commencing on the Effective Date and ending twenty-four (24) months following the effective date of a termination of Executive's employment (for any reason whatsoever), Executive shall not, directly or indirectly (whether for compensation or otherwise), alone or as officer, director, stockholder (excepting not more than 1% stockholdings for investment purposes in securities of publicly held and traded companies), partner, associate, employee, agent, principal, creditor, guarantor, trustee, salesman, consultant, or any other capacity, take any action in or participate with or become interested in or associated with any person, firm, partnership, corporation or other entity whatsoever that is engaged in the business of the retail sale of optical goods in any of the geographic areas consisting of each county or parish or district (with respect to the District of Columbia) and each county, parish or district contiguous thereto, in which (i) a store is located that is owned, operated or managed by the Company as of the date of termination of employment or (ii) the Company has affirmative plans (evidenced by documentation) to commence operations as of the date of termination of employment and Executive has actively participated in such plans (such activities are hereinafter referred to as the "Competitive Activities" and the restricted area is hereinafter referred to as the "Restricted Area"). Notwithstanding the foregoing, Executive shall be permitted to: (A) own and operate a single store location for the purpose selling optical goods and providing optometric services provided that such store is not affiliated with any national, regional or local optical retailer and such store location is not within a one and one-half (1 1/2)three mile radius (one-half (1/2) mile with respect to stores in Washington D.C. and three (3) miles with respect to the store located in South Lakes, Virginia) of (i) a store location that is owned, operated or managed by the Company as of the date of termination of employment or (ii) a location in which the Company has affirmative plans (evidenced by documentation) to commence operations as of the date of termination of employment and Executive has actively participated in such plans; or (B) be employed by a national or regional optical retailer with operations in the Restricted Area, provided that Executive is not directly supervising optometrists or other employees of such retailers' operations within the Restricted Area; and. (C) provide part-time optometric services, up to 3 days a week, for any optometrist, optical retailers or professional corporation; provided that his sole duties shall consist of providing optometric examinations; and provided further that Executive has first offered his services to the Company and Hour Eyes, Inc. at the market rate and the Company and Hour Eyes, Inc. has declined to provide such part-time employment. The foregoing exceptions to the prohibitions against Competitive Activities shall not release Executive, or waive any rights of the Company with respect to, any of Executive's other covenants, obligations or duties hereunder including without limitation, the provisions of Section 6(a), 6(c) and 6(d). (c) ANTISOLICITATION. Executive agrees that during the Term of this Agreement, and for a period of two (2) years thereafter, he will not influence or attempt to influence customers (including customers with respect to managed care plans), of the Company or any of its present or future direct or indirect subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company; provided this prohibition shall not apply to general advertisements in newspaper or other widely distributed publications, media, or mail, whether electronic or otherwise. (d) SOLICITING EMPLOYEES. Executive agrees that during the Term of this Agreement, and for a period of two (2) years thereafter, without the written consent of the Company such consent to be given only after Executive is no longer a shareholder of the Company, he will not directly or indirectly contact or solicit to employ, or employ, any of the then current or past employees of the Company or any subsidiary or affiliate of the Company unless such person shall have ceased to be employed by the Company (or its subsidiary or affiliate, as the case may be) and such cessation of employment shall have occurred at least twelve (12) months prior thereto; provided this prohibition shall not apply to general advertisements in newspaper or other widely distributed publications, media, or mail, whether electronic or otherwise. 7. REMEDIES FOR BREACH. In addition to the rights and remedies provided in Section 16, and without waiving the same if Executive breaches, or threatens to breach, any of the provisions of Section 6, the Company shall have the following rights and remedies, in addition to any others, each of which shall be independent of the other and severally enforceable: (i) The right and remedy to have such provisions specifically enforced by any court having equity jurisdiction together with an accounting for any benefit or gain by Executive in connection with any such breach. Executive specifically acknowledges and agrees that any breach or threatened breach of the provisions of Section 6 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. (ii) The right and remedy to require Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (hereinafter collectively the "Benefits") derived or received, directly or indirectly, by Executive as a result of any transactions constituting a breach of any of the provisions of Section 6, Executive hereby agreeing to account for and pay over the Benefits to the Company. (iii) The right to terminate Executive's employment pursuant to Section 8(c). (iv) Upon discovery by the Company of a breach or threatened breach of Section 6, the right to immediately suspend payments to Executive under Section 8, pending a resolution of the dispute. If any covenant contained in Section 6 or any portion thereof is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants contained therein, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall reform the covenant to the extent necessary to cause the limitations contained therein as to time, geographical area and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interest of the Company and to enforce the covenant as reformed. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Section 6 upon the courts of any state or other jurisdiction in which any alleged breach of any such covenant occurs. If the courts of any of one or more of such states or other jurisdictions shall hold such covenants not wholly enforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states or jurisdictions as to breaches of such covenants in such other respective states or jurisdictions, and the above covenants as they relate to each state or jurisdiction being, for this purpose, severable into diverse and independent covenants. If any court determines that such covenants are unenforceable, the Company shall be relieved of all obligations under this Agreement and Executive shall not be entitled to any payments which are suspended pursuant to Section 7(iv). 8. TERMINATION OF AGREEMENT. (a) DEATH. This Agreement shall automatically terminate upon the death of Executive. During the Term, if Executive's employment is terminated due to his death, Executive's estate shall be entitled to receive the Base Salary set forth in Section 4 accrued through the end of the month in which the death occurs; provided, however, Executive's estate shall not be entitled to any bonus payments (except as otherwise provided in the applicable bonus plan) or any other benefits (except as provided by law). (b) DISABILITY. If Executive is unable to perform his services by reason of mental or physical Disability (as herein defined), the Company may terminate this Agreement at any time. Upon termination of Executive's employment due to Disability, Executive shall be entitled to receive the Base Salary set forth in Section 4 accrued through the date on which Executive is first eligible to receive payment of disability benefits under the employee benefit plans as then in effect, and if no such plan is in effect, through the month ending one hundred eighty (180) days after onset of Disability and Executive shall not be entitled to any bonus payments (except as otherwise provided in the applicable bonus plan) or any other benefits (except as provided by law). The term "Disability" shall mean an infirmity preventing Executive from performing his duties for a period of more than three (3) consecutive months where no reasonable accommodation is available or where a reasonable accommodation would create an undue burden on the Company. Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (c) TERMINATION FOR CAUSE. The Company may terminate this Agreement at any time for "Cause" in accordance with the procedures provided below. Termination of this Agreement for "Cause" shall mean termination upon (i) the breach of any material provision of this Agreement by Executive, (ii) commission of an act punishable by imprisonment, (iii) willful and continued failure to substantially perform his duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness), (iv) the engaging by Executive in conduct that is injurious to the Company, monetarily or otherwise, including, without limitation, embezzlement, fraud, theft, dishonesty, misfeasance, insubordination, malfeasance, and neglect of duties, (v) violation of the Company's ethics policy or any material violation or repeated violations by Executive of the other policies and procedures promulgated from time to time by the Company, (vi) current alcohol or drug abuse by Executive, (vii) the suspension, revocation or cancellation of Employee's right to practice optometry in any state or the District of Columbia; or (viii) Executive ceases to be a shareholder of the Company. In the event of termination of Executive's employment for Cause, Executive shall be entitled to receive only the Base Salary set forth in Section 4 accrued through the date of termination and he shall not be entitled to any bonus payments or other benefits (except as provided by law). (d) OTHER TERMINATION BY THE COMPANY. The Company may terminate this Agreement at any time without "Cause" by providing thirty (30) days prior written notice to Executive. If the Company terminates this Agreement at any time without Cause (i.e., other than pursuant to Section 8(b) or 8(c) above), or the Company elects not to renew the Term as provided in Section 2 hereof, the Company shall be obligated to pay Executive, and Executive shall be entitled to receive only, the Base Salary set forth in Section 4 accrued through the date of termination and he shall not be entitled to any bonus payments or other benefits (except as provided by law). (e) TERMINATION BY EXECUTIVE. Executive may terminate this Agreement upon thirty (30) days prior written notice to the Company; provided, however, Executive shall not be entitled to terminate this Agreement so long as he is a shareholder of the Company. Termination shall be effective at the expiration of the notice period. All obligations of the Company under this Agreement shall end on the effective date of termination and the Company shall have no further obligations under this Agreement, including, but not limited to payment of salary, bonuses or any similar compensation or benefits. Notwithstanding the notice provided by Executive, the Company, in its sole discretion, may choose to accept Executive's resignation immediately. In that event, the Company's only obligation to Executive will be to pay the Base Salary Executive would have received during the notice period. 9. EFFECT OF TERMINATION. Upon the termination of this Agreement, whether by the expiration of the Term specified in Section 2 or pursuant to Section 8, the rights of Executive which shall have accrued prior to the date of such termination shall not be affected in any way. Except as provided in Section 8(d), Executive shall not have any rights which have not previously accrued upon termination of this Agreement. 10. FEES. The Company shall have the exclusive authority to determine the amount and nature of all fees and the procedure for establishing the fees to be charged patients of the Company, even though such patients might be treated solely by the Company in the course of Executive's employment by the Company. 11. OWNERSHIP OF FEES AND INCOME. All income generated by Executive for Executive's professional services and all activities related thereto shall belong to the Company, whether paid directly to the Company or the Executive. Executive may be required (and agrees upon request of the Company so to do) to render a true accounting of all transactions relating to Executive's practice during the course of his employment. 12. COMMUNICATIONS. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the respective addresses set forth below, or to such other addresses as either party may have furnished to the other in writing in accordance herewith, except that notice of a change of address shall be effective only upon actual receipt; to the Company: the Company, at 5568 General Washington Dr., Suite A-215, Alexandria, Virginia 22312, for the attention of the President; and to Executive: Daniel Poth, O.D., 5401 North 20th Street, Arlington, Virginia 22205. 13. AMENDMENTS OR ADDITIONS. No amendments or additions to this Agreement shall be binding or effective unless in writing and signed by all parties hereto. 14. BINDING EFFECT; ASSIGNABILITY. This Agreement shall be binding upon, and shall inure to the benefit of, Executive; the obligations of Executive hereunder are personal and this Agreement may not be assigned by Executive. This Agreement is completely assignable by the Company without notice to or consent of Executive. This Agreement shall be binding upon, and shall inure to the benefit of, the Company and shall also bind and inure to the benefit of any successor of the Company by merger or consolidation or any assignee of all or substantially all of its properties. 15. HEADINGS, REFERENCES. The headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. References to a "Section" when used without further attribution shall refer to the particular sections of this Agreement. 16. BINDING ARBITRATION. Subject to the rights of any party to seek injunctive relief pursuant to Section 7 above and without waiving the same, the parties agree that all disputes, controversies or claims that may arise among them (including their agents and employees), arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be submitted to, and determined by, binding arbitration. Such arbitration shall be conducted before a single arbitrator pursuant to the Commercial Arbitration Rules then in effect of the American Arbitration Association, except to the extent such rules are inconsistent with this Section 16. The arbitrator shall apply the laws of the Commonwealth of Virginia (without regard to conflict of law rules) in determining the substance of the dispute, controversy or claim and shall decide the same in accordance with applicable usages and terms of trade. The fees of the arbitration initially shall be paid one-half by the Company and one-half by Executive; provided, however, that the prevailing party in any such arbitration shall be entitled to recover its reasonable attorneys' fees, costs and expenses incurred in connection with the arbitration. Any award pursuant to such arbitration shall be final and binding upon the parties, and judgment on the award may be entered in any federal or state court sitting in any court having jurisdiction. The obligations set forth in this Section 16 shall survive the termination of this Agreement. THE COMPANY AND EMPLOYEE EACH KNOWINGLY AND VOLUNTARILY GIVE UP ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE, CLAIM OR CONTROVERSY WHICH MAY ARISE BETWEEN THEM. 17. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Virginia without regard to its conflicts of law principles. 18. SURVIVING PROVISIONS. The obligations of the Company under Section 8, of Executive under Sections 3(b), 6 and 7, and of both the Company and Executive under Section 16 shall survive the expiration of the Term of this Agreement. 19. ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement between the parties superseding all prior agreements and all other negotiations, letter of intent, memoranda of understandings, and representations (if any) made by and among such parties, and may not be modified or amended, and no waiver shall be effective, unless by written document signed by both parties hereto. Notwithstanding its foregoing, the parties agree that the provisions of Section 6 shall be in addition to, and shall not supersede, similar provisions contained in the Stock Purchase Agreement. The Company and Executive have each had an opportunity to consult with counsel of their choice regarding the terms and conditions of this Agreement, and each understands the consequences of entering into and complying with the terms and conditions of the Agreement. 20. PRONOUNS. In this Agreement, the use of any gender shall be deemed to include all genders, and the use of the singular shall include the plural, wherever it appears appropriate from the context. 21. ENFORCEMENT COSTS. If any legal action or other proceeding, including arbitration, is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorneys' fees, court costs and all expenses even if not taxable as court costs, incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. 22. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 23. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written. DR. SAMIT'S HOUR EYES OPTOMETRIST, P.C. By: ______________________________ Title: ____________________________ EXECUTIVE: _________________________________ Daniel Poth, O.D. EXHIBIT 4.6A COVENANT NOT TO COMPETE
Radius From Miles - ----------- ----- Virginia Offices 3.0 Washington D.C. Offices 0.5 Maryland Offices 3.0 All Other Offices 3.0
EXHIBIT 4.6B PROFESSIONALS EXECUTING EMPLOYMENT AGREEMENTS EXHIBIT 4.11 SHAREHOLDERS' UNDERTAKING TO MAINTAIN PRACTICE'S CORPORATE EXISTENCE AND ENFORCEMENT OF COVENANTS NOT TO COMPETE As an inducement to the Retail Business Manager to enter into this Retail Business Management Agreement with the Practice or as required in the Retail Business Management Agreement, each of the undersigned person(s), having an ownership interest in the Practice, irrevocably and unconditionally covenants and agrees to maintain in good standing the corporate existence of the Practice under the laws of the Commonwealth and to cause the Practice to use its best efforts to enforce employment agreements (including the Restrictive Covenant described in Section 4.6) again any individuals violating such employment agreements. The undersigned persons further unconditionally covenant and agree to indemnify and hold harmless Retail Business Manager from and against any and all claims requirements, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, resulting in any manner from the failure of the Practice to remain in good standing under the laws of the Commonwealth or the failure of the Practice to use its best efforts to enforce the aforesaid employment agreements and the Restrictive Covenants described in Section 4.6 of such Retail Business Management Agreement, a copy of which has been delivered to the undersigned for his review. This Undertaking may be assumed by a successor Shareholder or Shareholders, whereupon the undersigned shall be released to the extent of such assumption, provided that any such successor Shareholder executes a form similar to this. IN WITNESS WHEREOF, the undersigned(s) have executed this Shareholders' Undertaking as of the day and year written opposite such shareholder's name. Date: __________, 1997 ______________________________ EXHIBIT 6.4(f) SHAREHOLDERS' UNDERTAKING TO CARRY OUT PRACTICE'S PURCHASE OBLIGATION As an inducement to the Retail Business Manager to enter into this Retail Business Management Agreement with the Practice or as required in Retail Business Management Agreement, each of the undersigned person(s), having an ownership interest in the Practice, irrevocably and unconditionally covenants and agrees subject to the limitations contained in the Retail Business Management Agreement to (i) cause the Practice to carry out the purchase obligation described in Section 6.4 of the Retail Business Management Agreement, (ii) personally execute and deliver the security agreements referred to in Section 6.4(d) of such Retail Business Management Agreement, a copy of which has been delivered to the undersigned for his review, and (iii) execute the documents described in Section 6.5. The undersigned acknowledges that he or she has received adequate consideration for the execution hereof. IN WITNESS WHEREOF, the undersigned(s) have executed this Shareholders' Undertaking as of the day and year written opposite such shareholder's name. Date: __________, 1997 ______________________________

Basic Info X:

Name: RETAIL BUSINESS MANAGEMENT AGREEMENT
Type: Retail Business Management Agreement
Date: June 10, 1998
Company: EYE CARE CENTERS OF AMERICA INC
State: Texas

Other info:

Date:

  • September 30 , 1997
  • January
  • 2nd calendar year 1st calendar year 14 days
  • Christmas Day
  • last twelve 12
  • December 31 , 2002
  • December 31 , 1998
  • September , 1997
  • 82 18

Organization:

  • Adjusted Gross Revenue of the Practice
  • Dispensary Expense or Office Expense
  • Professional Business Manager Expense
  • Board of Optometry
  • Practice Advisory Counsel
  • Practice 's Board of Directors
  • Professional Eye Care Services or Clinical Duties
  • the Management Services
  • Retail Business Manager to provide Management Services
  • Retail Business Manager Expense
  • Practice all Optical Laboratory Services
  • Practice for billable Professional Eye Care Services
  • Retail Business Manager for billable Professional Eye Care Services
  • Practice any Dispensary Expense
  • Professional Business Management Agreement
  • Professional Business Manager and Retail Business Manager
  • Practice to Retail Business Manager
  • Thirty-Seven Thousand Five Hundred Dollars
  • Forty Five Thousand Dollars
  • Base Management Fee
  • Practice of Retail Business Manager
  • Management Fee calculation
  • Practice Advisory Council
  • American Arbitration Association 's Commercial Mediation Rules
  • Retail Business Management Agreement for Management Services
  • Retail Business Management Agreement by Retail Business Manager
  • Third Party Claim
  • Visionary Retail Management , Inc.
  • General Washington Drive Suite
  • Cox & Smith Incorporated 112 E. Pecan
  • Securities and Exchange Commission
  • Employee and Employer
  • Employee for Employee
  • Three Thousand Dollars
  • Board of Directors of Employer
  • Two Hundred Fifty Thousand Dollars
  • United States Department of Labor
  • Bureau of Labor Statistics Consumer Price Index
  • Major Group Figures for All Urban Consumers
  • Confidential Matters to Executive
  • District of Columbia
  • Hour Eyes , Inc.
  • Disability of Executive
  • Base Salary Executive
  • 5568 General Washington Dr.
  • Commercial Arbitration Rules
  • Commonwealth of Virginia

Location:

  • Delaware
  • U. S. City
  • Dispensary
  • San Antonio
  • Texas
  • Atlanta
  • Georgia
  • United States
  • Fairfax County
  • P.C.
  • Commonwealth of Virginia
  • U.S.
  • South Lakes
  • District of Columbia
  • Alexandria
  • O.D.
  • Arlington
  • Washington D.C.
  • Maryland

Money:

  • $ 15,000
  • $ 50,000
  • $ 1,000,000
  • $ 139,000.00
  • $ 37,500.00
  • $ 45,000.00
  • $ 3,000
  • $ 250,000
  • $ 500.00
  • $ 750.00
  • $ 25,000.00
  • $ 125,000

Person:

  • Robert Brodney
  • James B. Smith
  • Mark Pearson
  • Janna Angeles
  • Melissa Barbor
  • Scott Baron
  • William Bauscher
  • Cathy Berwald
  • Neil Bleakley
  • Amy Chu
  • John Cochran
  • James Gomez
  • Kathryn Parn
  • Eric Ruta
  • Robert A. Samit
  • Michael Davidson
  • Daniel Poth

Percent:

  • eight percent
  • 8 %
  • one percent 1 %
  • ten percent
  • 10 %
  • 1 % percent