PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT

 

                                                                   EXHIBIT 10.27

                   PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT

         This Professional Business Management Agreement is made and entered
into effective as of October 1, 1998, by and between Visionary MSO, Inc., a
Delaware corporation ("Professional Business Manager"), and Dr. Mark Lynn &
Associates, PLLC, a Kentucky professional limited liability company (the
"Practice").

                                 R E C I T A L S

         A. The Practice is a professional limited liability company duly
organized and validly existing under the laws of the Commonwealth of Kentucky
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
states of Kentucky, Indiana, Tennessee and Missouri (including the states that
the Practice may in the future conduct such services, the "Practice Areas" and
each state a "Practice Area") through individual Professionals (as defined
below) each of whom is licensed to practice optometry and/or ophthalmology in
the Practice Areas in which he or she provides services for the Practice and who
are employed or otherwise retained by the Practice.

         B. Professional Business Manager is a business corporation duly
organized and validly existing under the laws of the State of Delaware.

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

         D. The Practice desires to engage Professional Business Manager to
provide facilities, equipment and such management, administrative and business
services as are necessary and appropriate for the day-to-day administration of
the non-optometric aspects of the Practice's professional eye care practice, and
Professional 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 Professional Business Management Agreement,
the following terms shall have the following meanings ascribed thereto, unless
otherwise clearly required by the context in which such term is used:

         1.1 Account. The term "Account" shall mean the bank account described
in Sections 3.9 and 3.10 of the Retail Business Management Agreement (as defined
below).

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

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

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

         1.5 Clinical Duties. The term "Clinical Duties " shall mean those
duties of Non-Professional Personnel (as defined below) which entail directly 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.

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

                                      -2-

         1.7 Dispensary. The term "Dispensary" shall have the meaning set forth
in the Retail Business Management Agreement.

         1.8 Dispensary Expense. The term "Dispensary Expense" shall have the
meaning set forth in the Retail Business Management Agreement.

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

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

         1.11 Interest Expense. The term "Interest Expense shall mean the
accrued interest on the debt, if any, incurred by the Practice with respect to
the financing of the purchase of Doctor's Assets pursuant to that certain Master
Asset Purchase Agreement, dated August 22, 1998 by and among Eye Care Centers of
America, Inc., a Texas corporation, the Practice, the Companies (as defined
therein) and the Owners (as defined therein), and the interest on any
refinancing thereof.

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

         1.13 Management Services. The term "Management Services" shall mean the
business, administrative, and management services to be provided for the
Practice and the Office, 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 Professional Business Management Agreement and which are necessary for the
conduct of the Practice's business.

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

         1.15 Office. The term "Office" shall mean all facilities and locations
used by the Practice, all business operations related to the Practice's
optometric and/or therapeutic optometric practice, and all related business
operations of the Practice which are to be administered by Professional Business
Manager under the Professional Business Management Agreement, but excluding all
facilities and locations, or portions thereof, used by the Practice and all
business operations of the Practice related to the Dispensary.

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

                                      -3-

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

                  (b) the direct cost of any employee or consultant that
provides services at or in connection with the Office for improved Office
performance, such as management, billing and collections, business office
consultation, and accounting and legal services, but only when such services are
coordinated by Professional Business Manager and/or included in the Budget;
provided, however, that Retail Business Manager shall obtain the consent of the
Practice before any consultant may be hired whose charge for services would
result in unbudgeted Office Expenses charged to the Practice of $5,000.00 or
more in any calendar year, which consent shall not be unreasonably withheld;

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

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

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

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

                  (g) the cost of capital (whether as actual interest on
indebtedness incurred on behalf of the Practice or reasonable imputed interest
on capital advanced by Professional Business Manager which shall be equal to the
average cost of borrowing by Professional Business Manager as reflected on its
most recent published financial statements, or in the absence of either of the
foregoing, eight percent (8%)) to finance or refinance obligations of the
Practice incurred in connection with the Office, or to finance new ventures of
the Practice in connection with the Office; in any such case only as such cost
of capital is set forth in the Budget or otherwise approved in advance by the
Practice Advisory Council;

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

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

                  (j) billing and collection costs and expenses;

                  (k) the Practice's pro-rata share of reasonable corporate
overhead charges or other reasonable expenses (including computer and data
processing costs) which are incurred by Professional Business Manager in
connection with corporate headquarters expenses which relate to the provision of
benefits or services by Professional Business Manager to the Office and are
reflected in the Budget 

                                      -4-

including without limitation direct or indirect costs of the Executive Office
Administrator and other Professional Business Manager personnel;

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

                  (m) reasonable costs and expenses (to the extent not covered
by insurance) of lawsuits or claims against the Professional Business Manager or
its personnel, or the Practice, its Professional(s), or other personnel related
to their performance of duties at the Office or their interest in assets used in
connection with the Office, provided that if any of the Professional Business
Manager or its personnel, or the Practice, its Professional(s), or other
personnel do not prevail in the lawsuit or claim or settle the matter with a
material payment by the party (the party at "fault"), such costs and expenses
shall be deemed a Professional Business Manager Expense in the event of
Professional Business Manager's fault or the fault of its personnel and a
Practice Expense in the event of fault by the Practice, its Professional(s), or
other personnel whereupon the Practice and such Professional(s) or other
personnel shall be jointly responsible for the immediate reimbursement of the
sums advanced by Professional Business Manager; provided further that
Professional Business Manager shall not advance such costs and expenses from the
Account if the Practice Advisory Council concludes that (i) it is unlikely that
the Account will be reimbursed if the party involved will not prevail in the
lawsuit or claim, or (ii) a reasonable third person would 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 Professional Business Manager chooses
to obtain such insurance, Professional Business Manager shall pay all premiums
as a Professional Business Manager Expense and shall receive all proceeds. The
Practice shall cause its 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 1.16(b)
devote a substantial amount of time to serving one or more optometric practices
other than the Practice, which is not prohibited hereunder, or the above
described Office is utilized to a substantial degree by one or more optometric
practices other than the Practice, the Office Expenses shall be allocated
between the Practice and such other optometric practices to reflect each
practice's pro-rata share of any expenses or costs relating to such individuals
or Office (including the recruitment costs of such individuals and the
comprehensive and general liability insurance expenses with respect to such
individuals). Expenses contemplated in this paragraph which potentially and
primarily relate to Sections 1.16 (b), (c), (d), (e), (f), (g), (h), (k), and
(l) shall be in the Budget or approved by the Practice Advisory Council, and
where reasonably determinable, are intended to be reasonable and customary based
upon similar relationships generally existing between national practice
management companies and practices they manage. The Practice's pro-rata portion
of expenses related to individuals who are consultants of or employed by
Professional Business Manager and who provide services benefiting more than one
practice shall be based upon the actual time expended by the individuals in
performing such services as compared to the time spent by such individuals with
other practices managed 

                                      -5-

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

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

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

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

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

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

         1.22 Practice Advisory Council. The term "Practice Advisory Council"
shall have the meaning set forth in Section 2.6 of this Agreement.

         1.23 Practice Areas. The term "Practice Areas" shall have the meaning
set forth in the Recitals.

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

                                      -6-

liability judgment or material settlement assessed against the Practice or its
Professionals or other personnel; (f) certain equipment expenses described in
Sections 3.2(c) and 3.2(d) of this Professional Business Management Agreement
and 3.2(c) and 3.2(d) of the Retail Business Management Agreement; (g) interest
on any funds advanced to the Practice by Professional Business Manager to the
extent that Professional Business Manager is a net lender in accordance with the
terms of this Professional Business Management Agreement; (h) 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 the
Retail Management Agreement; (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, and (v) such other items
agreed to in advance in writing by the Parties hereto. During this Professional
Business Management Agreement, for so long as a current Shareholder of the
Practice is an employee of, contractor to, or Shareholder of the Practice, such
Shareholder shall be deemed to be a Shareholder for the purposes of this
definition. Such expenses are to be approved annually in the Budget.

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

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

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

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

         1.29 Professional Eye Care Services. The term "Professional Eye Care
Services" shall mean professional health care items and services, including, but
not limited to, the practice of optometry, and all related professional health
care services provided by the Practice through Optometrists, Ophthalmologists,
and other professional health care providers that are retained by or
professionally affiliated with the Practice. 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 Professional Business
Management Agreement, except as otherwise required by applicable state law.

                                      -7-

         1.30 Professional Practice Account. The term "Professional Practice
Account" shall mean the bank account described in Section 3.10.

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

         1.32 Retail Business Management Agreement. The term "Retail Business
Management Agreement" shall mean the instrument made and entered into as of even
date by and between Visionary Retail Management, Inc. ("Retail Business
Manager") whereby Retail Business Manager shall provide certain facilities,
equipment, and management, administrative, and business services to the Practice
in connection with its provision of Optical Services.

         1.33 Retail Business Manager. The term "Retail Business Manager" shall
have the meaning set forth in the Retail Business Management Agreement.

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

         1.35 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 Professional Business Manager, which shall be an Office
Expense, and travel requested by Retail Business Manager which shall be a
Dispensary Expense and excluding any other expense of a Shareholder approved as
an Office Expense or Dispensary Expense in advance by the Parties); (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 Professional
Business Manager for any Shareholder Expense incurred by the Professional
Business Manager. Unless expressly designated as a Management Fee, a
Professional Business Manager Expense, a Retail Business Manager Expense, an
Office Expense, a Dispensary Expense or a Practice Expense in this Professional
Business Management Agreement or in any exhibit hereto or in the Retail 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.

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

                                      -8-

                                   ARTICLE II

                  APPOINTMENT OF PROFESSIONAL BUSINESS MANAGER

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

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

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

         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 Professional Business Manager may not and shall not directly
or indirectly control or attempt to control, dictate or influence, directly or
indirectly, the professional judgment, including, but not limited to, the level
or type of care or services rendered, the manner of practice, or the practice of
the Practice or any Professional employed by the Practice.

         2.5 Practice of Optometry. The Parties acknowledge that Professional
Business Manager is not authorized or qualified to engage in any activity that
may be construed or deemed to constitute the practice of optometry. To the
extent any act or service herein required to be performed by Professional
Business Manager should be construed by a court of competent jurisdiction or by
the Board of Optometry to constitute the practice of optometry, the requirement
to perform that act or service by Professional Business Manager shall be deemed
waived and unenforceable. Although Professional Retail Business Manager shall
provide Non-Professional Personnel to the Practice and Professional Retail
Business Manager and Retail Business Manager shall manage the administrative
aspects of their employment, all Non-Professional Personnel shall be subject to
the direction, supervision, and control of the Practice and its Professionals in
the performance of any and all Clinical Duties and in the performance of
Clinical Duties shall not be subject to any direction or control by, or
liability to, Professional Business Manager and Retail Business Manager.

                                      -9-

Professional Business Manager may not and shall not control or attempt to
control, directly or indirectly, the professional judgment, the manner of
practice, or the practice of the Practice or any Professional employed by the
Practice. In this regard, Professional Business Manager shall not attempt to
dictate, influence, or control the scope, level, or type of Professional Eye
Care Services provided to patients of the Office, the frequency of patient
contacts at the Office, the discipline of any Professionals who are Practice
employees, the fees charged for Professional Eye Care Services provided to
patients of the Office (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 Professional Business Manager and the Practice with respect to
developing the Office and implementing management and administrative policies
for the overall operation of the Office and for providing dispute resolution on
certain matters. The Practice Advisory Counsel shall consist of six (6) members.
Professional Business Manager shall designate, in its sole discretion, two (2)
members of the Practice Advisory council or may have one (1) member with two (2)
votes. The Practice shall designate, in its sole discretion, two (2) members of
the Practice Advisory Council or may have one (1) member with two (2) votes.
Retail 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 Professional Business Manager shall be
required on all matters relating to the Office; and (iii) the affirmative vote
of the Retail Business Manager shall be required on all matters relating to
Optical Services or the Dispensary. The decisions, resolutions, actions, or
recommendations of the Practice Advisory Council shall be implemented by
Professional Business Manager, Retail 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.

                                      -10-

                  (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 shall review and approve any commitment to make any capital
expenditures, relating to the Office or the Dispensary, involving amounts in
excess of $15,000 individually, or $50,000 in the aggregate, in any one fiscal
year, which amounts may be increased from time-to-time by agreement of the
Parties.

                  (h) Fee Dispute Resolution. At the request of Professional
Business Manager or the Practice, the Practice Advisory Council shall make
recommendations to Professional Business Manager with respect to any dispute
concerning a set off or reduction in Management Fees.

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

                  (j) Termination of Professional Business Manager's Personnel.
The Practice Advisory Council shall review and approve any decision by the
Professional Business Manager to terminate any of Professional Business
Manager's personnel primarily located at the Office who occupy office manager or
high level positions.

                  (k) Approval of New Offices or Dispensary. The Practice
Advisory Council shall approve any move of any current Office or Dispensary
location or the 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 Professional Business Manager and the Practice, it is acknowledged and
agreed that recommendations of the Practice Advisory Council are intended for
the advice and guidance of Professional Business Manager and the Practice and
that the Practice Advisory Council does not have the power to bind Professional
Business Manager or the Practice. Where discretion with respect to any matter is
vested in Professional Business Manager or the Practice under the terms of this
Agreement, Professional Business Manager or the Practice, as the case may be,
shall have ultimate 

                                      -11-

responsibility for the exercise of such discretion, notwithstanding any
recommendations of the Practice Advisory Council. Professional Business Manager
and the Practice shall, however, take such recommendations of the Practice
Advisory Council into account in good faith in the exercise of such discretion.

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

                  (a) 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 BUSINESS MANAGER

         3.1 Management Services. Professional Business Manager shall provide
all Management Services as are necessary and appropriate for the day-to-day
administration of the business aspects of the Office's operations, pursuant to
the terms of this Professional Business Management Agreement. Professional
Business Manager shall operate in a reasonable and customary manner with due
consideration to the Practice's past business practices and shall operate in
accordance with all applicable laws, rules and regulations which are necessary
and material to the Professional Business Manager's performance of the
Management Services. Professional Business Manager will provide in good faith
and with due diligence its 

                                      -12-

services consistent with management services generally provided in operations of
an optometric practice similar in size, type and operations in the Practice
Areas. All reasonable costs and expenses related to Professional Business
Manager's duties contained in this Article III shall be Office Expenses unless
limited or excluded as an Office Expense pursuant to the terms of this
Professional Business Management Agreement. Professional Business Manager hereby
consents and agrees to provide all Management Services to all Office facilities
and locations; provided, however, that during the Term of this Professional
Business Management Agreement and except for its obligations pursuant to this
Professional Business Management Agreement, the Practice shall not establish,
operate, or provide Professional Eye Care Services at any new Office facility or
location without the consent and approval of the Practice Advisory Council; and
provided further that during the Term of this Agreement the Practice shall not
engage any individual or entity other than Professional Business Manager to
provide Management Services to the Practice without the consent and approval of
the Practice Advisory Council.

         3.2 Office, Facilities and Equipment.

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

                  (b) To the extent required to provide Office space to the
Practice, Professional Business Manager shall negotiate and administer all
leases of and agreements for Office facilities or locations on behalf of the
Practice, provided, however, that Professional Business Manager shall consult
with the Practice on all professional or clinical matters relating thereto and
that the Practice shall consent to any lease negotiated by Professional Business
Manager, which consent shall not be unreasonably withheld.

                  (c) Professional Business Manager shall provide all non-health
care equipment, fixtures, office supplies, furniture and furnishings as are
reasonable and approved in the Budget for the operation of the Office and the
provision of Professional Eye Care Services. If the Practice wishes to choose
additional equipment, which the Professional Business Manager determines not to
acquire or lease, the Practice may acquire or lease such equipment, and the
expense related thereto shall be deemed a Practice Expense.

                  (d) Professional Business Manager shall provide, finance, or
cause to be provided or financed health care related equipment as reasonably
required by the Practice. The Practice shall have final authority in all health
care equipment selections; provided, however, that if the Practice chooses to
acquire health care equipment which is not in the Budget and which Professional
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 such equipment is reasonably certain to result in material profit
to Professional Business Manager (taking into account the cost or expense and
anticipated revenues associated with such equipment), then Professional Business
Manager shall acquire such equipment from the Practice by either (at
Professional 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 Professional Business Manager, it shall reimburse the Practice
for previous expenses applied thereto. Except for equipment which 

                                      -13-

Professional Business Manager elects not to acquire or lease which are acquired
or leased by the Practice pursuant to Section 3.2(c) or (d), all health care and
non-health care equipment, other than Professional-owned automobiles, acquired
for the use of the Practice shall be owned by Professional Business Manager and
the depreciation and related capital charge shall be Professional Business
Manager Expense. Professional Business Manager may make recommendations to the
Practice on the relationship between its health care equipment decisions and the
overall administrative and financial operations of the Practice.

                  (e) Professional Business Manager shall be responsible for the
repair and maintenance of the Office, consistent with the Practice's
responsibilities under the terms of any lease or other use arrangement, and for
the prompt repair, maintenance, and replacement of all equipment other than such
repairs, maintenance and replacement necessitated by the gross negligence or
willful misconduct of the Practice, its Professionals or other personnel
employed by the Practice, the repair or replacement of which shall be a Practice
Expense and not an Office Expense. Replacement equipment shall be acquired where
Professional Business Manager 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 Health Care Supplies. Professional Business Manager shall order,
procure, purchase and provide on behalf of and as agent for the Practice all
reasonable health care supplies unless otherwise prohibited by federal and/or
state law. Furthermore, Professional Business Manager shall ensure that the
Office is at all times adequately stocked with the health care supplies that are
necessary and appropriate for the operation of the Office and required for the
provision of Professional Eye Care Services. The ultimate oversight, supervision
and ownership for all health care supplies is and shall remain the sole
responsibility of the Practice and all costs and expenses relating to such
supplies shall be an Office Expense. As used in this provision, the term "health
care supplies" shall mean all drugs, pharmaceuticals, products, substances,
items or devices whose purchase, possession, maintenance, administration,
prescription or security requires the authorization or order of a licensed
health care provider or requires a permit, registration, certification or other
governmental authorization held by a licensed health care provider as specified
under any federal and/or state law.

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

         3.5 Quality Assurance, Risk Management, and Utilization Review.
Professional Business Manager shall assist the Practice in the Practice's
establishment and implementation of procedures to ensure the consistency,
quality, appropriateness, and necessity of Professional Eye Care Services
provided by the Practice and shall provide administrative support for the
Practice's overall quality assurance, risk management, and utilization review
programs. Professional Business Manager shall perform these tasks in a manner to
ensure the confidentiality and non-discoverability of these program actions to
the fullest extent allowable under state and federal law.

         3.6 Licenses and Permits. Professional Business Manager shall, on
behalf of and in the name of the Practice, coordinate all development and
planning processes, and apply for and use reasonable efforts to obtain and
maintain all federal, state and local licenses and regulatory permits required
for or in connection with the operation of the Office and the equipment
(existing and future) located at the Office, other than those relating to the
practice of optometry or the administration of drugs by Professionals 

                                      -14-

retained by or associated with the Practice. The expenses and costs associated
with obtaining and maintaining permits with respect to the Office shall be
deemed Office Expenses.

         3.7 Personnel.

                  (a) Selection and Retention of Professional Business Manager's
Personnel. Except as specifically provided in Section 4.3 of this Professional
Business Management Agreement, Professional Business Manager shall, in
consultation with the Practice, employ or otherwise retain and shall be
responsible for selecting, hiring, training, supervising, and terminating, all
management, administrative, technical, clerical, secretarial, bookkeeping,
accounting, payroll, billing and collection and other personnel (excluding
Professionals) as Professional Business Manager deems reasonably necessary and
appropriate for the operation of the Office and for Professional Business
Manager's performance of its duties and obligations under this Professional
Business Management Agreement. Consistent with reasonably prudent personnel
management policies, Professional Business Manager shall seek and consider the
advice, input, and requests of the Practice in regard to personnel matters.
Professional Business Manager shall have sole responsibility for determining the
salaries and providing fringe benefits, and for withholding, as required by law,
any sums for income tax, unemployment insurance, social security, or any other
withholding required by applicable law or governmental requirement. Professional
Business Manager reserves the right to change the number, composition or
employment terms of such personnel in the future at Professional Business
Manager's discretion; provided, however, that the termination of any of
Professional Business Manager's personnel who occupy office manager or high
level positions, and are primarily located at the Office must receive the
approval of the Practice Advisory Council. Professional Business Manager and the
Practice recognize and acknowledge that Professional Business Manager and
personnel retained by Professional Business Manager may from time-to-time
perform services for persons other than the Practice. This Professional Business
Management Agreement shall not be construed to prevent or prohibit Professional
Business Manager from performing such services for others or restrict
Professional Business Manager from using its personnel to provide services to
others. Professional Business Manager hereby disclaims any liability relating to
the effect of its employees on the qualification of the Practice's retirement
plans under the Internal Revenue Code, and all liabilities for such
classification shall be solely the responsibility of the Practice.

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

                                      -15-

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

         3.9 Billing and Collection As an agent on behalf of and for the account
of the Practice, Professional Business Manager shall establish and maintain
credit and billing and collection services, policies and procedures, and shall
use reasonable efforts to timely bill and collect all fees for all billable
Professional Eye Care Services provided by the Practice, the Professionals or
other personnel employed or otherwise retained by the Practice, provided that
Professional Business Manager shall perform these billing and collection
services only to the extent that said services are not provided to, or arranged
for, the Practice by Retail Business Manager. In connection with the billing and
collection services to be provided hereunder, and throughout the Term (and
thereafter as provided in Section 6.3), the Practice hereby grants to
Professional Business Manager an exclusive special power of attorney and
appoints Professional Business Manager as the Practice's exclusive true and
lawful agent and attorney-in-fact (which shall be deemed revoked in the event of
termination for cause by the Practice), and Professional Business Manager hereby
accepts such special power of attorney and appointment, for the following
purposes:

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

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

                                      -16-

accounts at a discount to collection agencies. Professional Business Manager
shall act in a professional manner and in compliance with all federal and state
fair debt collection practices laws in rendering billing and collection
services;

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

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

         3.10 Maintenance of Professional Practice Account.

                  (a) Power of Attorney. Professional Business Manager shall
have access to the Professional Practice Account solely for the purposes stated
herein. In connection herewith and throughout the term of this Professional
Business Management Agreement, the Practice hereby grants to Professional
Business Manager an exclusive special power of attorney for the purposes stated
herein and appoints Professional Business Manager as the Practice's exclusive,
true, and lawful agent and attorney-in-fact, and Professional Business Manager
hereby accepts such special power of attorney and appointment, to deposit into
the Professional Practice Account all funds, fees, and revenues received from
Retail Business Manager pursuant to its obligations under the Retail Business
Management Agreement and/or collection by Professional Business Manager for
Professional Eye Care Services rendered to patients of the Office, and for all
other professional and Office services and to make withdrawals from the
Professional Practice Account for payments specified in this Professional
Business 

                                      -17-

Management Agreement and as requested from time-to-time by the Practice.
Notwithstanding the exclusive special power of attorney granted to Professional
Business Manager hereunder, the Practice may, upon reasonable advance notice to
Professional Business Manager, draw checks on the Account; provided, however,
that the Practice shall neither draw checks on the Professional Practice Account
nor request Professional Business Manager to do so if the balance remaining in
the Professional Practice Account after such withdrawal would be insufficient to
enable Professional Business Manager to pay on behalf of the Practice any Office
Expense attributable to the operations of the Office or to the provision of
Professional Eye Care Services and/or any other obligations of the Practice.
Limits on authority to sign checks and purchase orders shall be mutually agreed
upon by Professional Business Manager and the Practice.

                  (b) Payments from the Professional Practice Account. From the
funds collected and deposited by the Professional Business Manager in the
Professional Practice Account, the Professional Business Manager shall pay in
the following order of priority and in accordance with applicable requirements
under law or contract:

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

                      (ii) all Office Expenses;

                      (iii) Practice Expenses;

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

                      (v)  the following Shareholder Expenses: (A) Shareholder's
salary not to exceed One Hundred Ninety Thousand And No/100 Dollars
($190,000.00) on an annualized basis; (B) the amount of the Bonus with respect
to such period as set forth in the President's Employment Agreement not to
exceed Twenty Thousand And No/100 Dollars ($20,000) on an annualized basis; (C)
payroll taxes related to Shareholder's salary and Bonus; and (D) other
Shareholder Expenses not to exceed Five Thousand And No/100 Dollars ($5,000);

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

                      (vii) all remaining Shareholder Expenses and Interest
Expense.

                  (c) Additional Documents. Upon request of Professional
Business Manager, the Practice shall execute and deliver to the financial
institution wherein the Professional Practice Account is maintained, such
additional documents or instruments as may be necessary to evidence or effect
the special power of attorney granted to Professional Business Manager by the
Practice pursuant to this Section 3.9. The special power of attorney granted
herein shall be coupled with an interest and shall be irrevocable except with
Professional Business Manager's written consent. The irrevocable power of
attorney shall expire when this Professional Business Management Agreement has
been terminated, all accounts receivable payable to 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
Professional Business Manager assigns this Professional Business Management
Agreement in accordance with its terms, the Practice shall execute a power of
attorney in favor of the assignee in a form acceptable to

                                      -18-

Professional Business Manager. Professional Business Manager shall not make any
withdrawal from the Professional Practice's unless expressly authorized in this
Professional Business Management Agreement.

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

         3.11 Fiscal Matters.

                  (a) Annual Budget. The initial Annual Budget shall be agreed
upon by the parties before the execution of this Professional Business
Management Agreement. Thereafter, annually and at least thirty (30) days prior
to the commencement of each fiscal year of the Practice, the Professional
Business Manager, in consultation with the Practice, shall prepare and deliver
to the Practice a proposed Budget, setting forth an estimate of the Practice's
revenues and expenses for the upcoming fiscal year. The Practice shall review
the proposed Budget and either approve the proposed Budget or request any
changes within twenty-one (21) days after receiving the proposed Budget.
Disputes concerning the Budget shall, at the request of either party hereto, be
submitted to the Practice Advisory Council. In the event the Parties are unable
to agree on a Budget by the beginning of the fiscal year, until an agreement is
reached, the Budget for the prior year shall be deemed to be adopted as the
Budget for the current year, with each line item in the Budget (with the
exception of the Management Fee which shall be established pursuant to the terms
of this Professional Business Management Agreement) increased or decreased by
one of the following, whichever is most appropriate relative to the particular
item of income or expense, (i) the percentage by which the Adjusted Gross
Revenue in the current year, excluding any damages paid by any Professional to
the Practice under any Restrictive covenant or otherwise, has increased or
decreased compared to the corresponding period of the prior year; (ii) the
increase or decrease from the prior year in the Consumer Price Index -
Health/Medical Services for the relevant region; 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 Professional Business Management
Agreement nor shall it have any effect on the Management Fee expressly agreed to
herein, unless approved in advance in writing by the Parties hereto.

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

                  (c) Accounting and Financial Records. Professional Business
Manager shall establish and administer accounting procedures, controls, and
systems for the development, preparation, and safekeeping of administrative or
financial records and books of account relating to the business and financial
affairs of the Office and the provision of Professional Eye Care Services, all
of which shall be prepared and maintained in accordance with GAAP. The Practice
shall have the right to inspect such records and books of account at its expense
at any time, upon reasonable notice to Professional Business Manager.
Professional Business Manager shall prepare and deliver to the Practice (i)
within sixty (60) days of the end of each of the first three (3) fiscal quarters
in each fiscal year, and (ii) within ninety (90) days of 

                                      -19-

the end of each fiscal year, a balance sheet and a profit and loss statement
reflecting the financial status of the Practice in regard to the provision of
Professional Eye Care Services as of the end of such period, all of which shall
be prepared in accordance with GAAP consistently applied. In addition,
Professional Business Manager shall prepare or assist in the preparation of any
other financial statements or records as the Practice may reasonably request.

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

         3.12 Reports and Records.

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

                  (b) Other Reports and Records. Professional Business Manager
shall timely create, prepare, and file such additional reports and records as
are reasonably necessary and appropriate for the Practice's provision of
Professional Eye Care Services, and shall be prepared to analyze and interpret
such reports and records upon the request of the Practice.

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

         3.14 Confidential and Proprietary Information.

                                      -20-

                  (a) Professional Business Manager agrees that it shall not
disclose any Confidential Information of the Practice to other persons without
the Practice's express written authorization, that such Confidential Information
shall not be used in any way detrimental to the Practice, and that Professional
Business Manager will keep such Confidential Information confidential and will
ensure that its affiliates and advisors who have access to such Confidential
Information comply with these nondisclosure obligations; provided, however, that
Professional Business Manager may disclose Confidential Information to those of
its Representatives who need to know Confidential Information for the purposes
of this Professional Business Management Agreement, it being understood and
agreed by Professional Business Manager that such Representatives will be
informed of the confidential nature of the Confidential Information, will agree
to be bound by this Section, and will be directed by Professional Business
Manager not to disclose to any other person any Confidential Information.

                  (b) Notwithstanding clause (a) above, Professional Business
Manager may share, subject to the restrictions of this Section, with other
professional corporations, limited liability companies, associations,
ophthalmology and optometry practices, or health care delivery entities the
practice statistics of the Practice, including utilization review data, quality
assurance data, cost data, outcomes data, or other practice data. The Practice
statistics and confidential information may be disclosed within the Practice, to
managed care providers or other third party payors for the purpose of obtaining
or maintaining third party payor contracts or reimbursements, or to financial
analysts and underwriters; provided that any disclosure outside the Practice for
any purpose not related to managed care contracting shall not identify any
Professional by name without the Practice's consent and will not disclose or
divulge patient identifying information.

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

                                      -21-

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

         3.17 Marketing and Public Relations. Professional Business Manager
acknowledges that the Practice desires a public relations program to enhance its
optometric and/or therapeutic optometric practice and to extend the Office's
ability to provide Professional Eye Care Services to patients. Subject to the
Practice's approval, Professional Business Manager shall design and implement an
appropriate public relations program on behalf of the Practice, with appropriate
emphasis on public awareness of the availability of Professional Eye Care
Services at the Office. The public relations program shall be conducted in
compliance with applicable laws and regulations governing advertising by the
ophthalmological and optometric professions.

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

         3.19 Coordination of Obligations and Responsibilities. Professional
Business Manager shall, in good faith, coordinate all of its obligations and
responsibilities under this Professional Business Management Agreement with
Retail Business Manager's performance of its obligations and responsibilities
under the Retail 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 to patients of the Office. The Practice shall
retain that number of Professional as are reasonably necessary and appropriate
in the sole discretion of the Practice for the provision of Professional Eye
Care Services and shall determine their assignment and scheduled hours of
practice at Office locations. The Practice shall provide Professional Eye Care
Services to the Office's patients in compliance at all times with ethical, laws
and regulations applying to the optometric and/or therapeutic optometric
professions. The Practice shall ensure that each Professional associated with or
employed by the Practice to provide optometric and/or therapeutic optometric
care to the Office's patients is licensed in each Practice Area in which he or
she provides such services. The Practice shall establish and implement a program
to monitor the quality of Professional Eye Care Services provided at the Office
(the "Continuous Quality Improvement Program"). The Continuous Quality
Improvement Program shall be designed to promote and maintain quality care

                                      -22-

consistent with accepted practices prevailing from time to time in the area
where each Office facility is situated

         4.2 Optometric and Therapeutic Optometric Practice. The Practice shall
use and occupy the Office for the provision of Professional Eye Care Services
and shall comply with all applicable local rules, ordinances and all standards
of optometric and/or therapeutic optometric care. It is expressly acknowledged
by the parties that the optometric and/or therapeutic optometric practice or
practices conducted at the Office shall be conducted solely by Professionals
employed by or under contract with the Practice, and no other Professional shall
be permitted to use or occupy the Office without the prior written consent of
Professional Business Manager.

         4.3 Employment of Professionals. Subject to Section 3.13 hereof, the
Practice shall be responsible for the hiring, compensation, supervision,
evaluation, and termination of all Professionals. At the request of the
Practice, Professional Business Manager shall be available to consult with the
Practice respecting such matters. The Practice shall be responsible for the
payment of such Professionals' salaries and wages, payroll taxes, benefits, and
all other taxes and charges now or hereafter applicable to them. The Practice
shall employ and contract only with licensed Professionals who meet applicable
credentialing guidelines established by the Practice. The Practice shall not in
any fiscal year contract in the aggregate with Professionals for an amount
(including the cost of associated benefits, payroll expense, and professional
liability coverage) which is greater than the amount provided for such purpose
in the Budget for such fiscal year. The Practice represents, warrants and
covenants that, if requested by the Professional Business Manager, on or before
ninety (90) days from the date of such request, it will use its best efforts to
obtain, 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 4.3A ("Employment Agreement") containing a restrictive covenant (the
"Restrictive Covenant"). It is agreed that the Professional Business Manager has
not requested any such employment agreements and Restrictive Covenants as of the
execution of this Agreement. The Practice further represents, warrants and
covenants that the President of the Practice has entered into an employment
agreement substantially the form attached hereto as Exhibit 4.3B, (the
"Presidents Employment Agreement") which agreement is currently and shall remain
in force and effect during the term of this Agreement unless terminated in
accordance therewith.

         4.4 Professional Standards. As a continuing condition of Professional
Business Manager's obligations hereunder each Professional and any other
Professional personnel retained by the Practice to provide Professional Eye Care
Services must (i) have and maintain a valid and unrestricted license to practice
optometry or ophthalmology in the Practice Areas in which such Professional
provides services, (ii) comply with, be controlled and governed by, and provide
Professional Eye Care 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 community wherein the principal Office of the
Practice is located, and (iii) provide on a continual basis, quality care to its
patients.

         4.5 Practice's Insurance. The Practice shall, as a Practice Expense,
obtain and maintain with commercial carriers chosen by the Practice appropriate
workers' compensation coverage for the Practice's employed personnel, if any,
and professional and comprehensive general liability insurance covering the
Practice and each of the Professionals involved in the provision of Professional
Eye Care Services. 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 

                                      -23-

amount of One Million Dollars ($1,000,000) for each occurrence and One Million
Dollars ($1,000,000) annual aggregate. The insurance policy or policies shall
provide for at least thirty (30) days' advance written notice to the Practice
from the insurer as to any alteration of coverage, cancellation, or proposed
cancellation for any cause. Upon the termination of this Professional Business
Management Agreement for any reason, the Practice shall continue to carry
professional liability insurance in the amounts specified herein for the shorter
period of (i) the period set forth in each Practice Area's statute of repose (or
if no statute of repose exists, each Practice Area'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 period set forth in each Practice Area's statute
of repose (or if no statute of repose exists, each Practice Area'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 Practice
Expense; provided, however, that the Practice may cause its Professionals to be
responsible for paying the premiums for such "tail" insurance coverage.

         4.6 Confidential and Proprietary Information. The Practice agrees that
it shall not disclose any Confidential Information of the Professional Business
Manager to other persons without Professional Business Manager's express written
authorization, such Confidential Information shall not be used in any way
detrimental to Professional 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 Professional Business
Management Agreement, it being understood and agreed by the Practice that such
Representatives will be informed of the confidential nature of the Confidential
Information, will agree to be bound by this Section, and will be directed by the
Practice not to disclose to any other person any Confidential Information.

         4.7 Non-Competition. The Practice hereby recognizes, acknowledges, and
avers that Professional 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
Professional Business Management Agreement and that in the process of providing
services under this Professional Business Management Agreement, the Practice
will be privy to financial and Confidential Information, to which the Practice
would not otherwise be exposed. The Parties also recognize that the services to
be provided by Professional 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 Professional Business Manager, and that
Professional Business Manager would not have entered into this Professional
Business Management Agreement without the following covenants.

                  (a) Except as specifically agreed to by Professional Business
Manager in writing, the Practice covenants and agrees that during the Term of
this Professional Business Management Agreement and for a period of one (1) year
from the date this Professional Business Management Agreement is terminated
other than if terminated by the Practice for cause, or expires, the Practice
shall not directly or indirectly own (excluding ownership of less than one
percent (1%) of the equity of any publicly 

                                      -24-

traded entity and excluding ownership of the common stock of Professional
Business Manager), manage, operate, control, contract with, lend funds to, lend
its name to, maintain any interest whatsoever in, or be employed by, any
enterprise (i) having to do with the provision, distribution, promotion, or
advertising of any type of management or administrative services or products to
third parties in competition with Professional Business Manager, within a 10
mile radius of any Office; and/or (ii) offering any type of service(s) or
product(s) to third parties substantially similar to those offered by
Professional Business Manager to the Practice in competition with Professional
Business Manager within a 10 mile radius of any Office. Notwithstanding the
above restriction, nothing herein shall prohibit (i) the Practice or any of its
Shareholders from providing management and administrative services to this or
their own optometry practice after the termination of this Professional Business
Management Agreement; (ii) the Practice or its Shareholders from contracting
with a third-party manager to provide administrative or management services for
its or their professional eye care practices after termination of this
Professional Business Management Agreement; (iii) any of the Practice's
Shareholders from providing management and administrative services to their own
optometry practices after the termination of their employment relationship with
the Practice; and (iv) such Shareholders from contracting with a third-party
manager to provide administrative or management services for their professional
eye care practices after the termination of their employment relationship with
the Practice.

                  (b) Restrictive Covenants by Optometrists. Under the
Restrictive Covenant, to the extent then required by the Professional Business
Manager, the non-Shareholder Professionals shall agree not to practice optometry
and/or therapeutic optometry or provide Optical Services within a certain
radius, as set forth in Exhibit 4.7A, of any Office location at which such
non-Shareholder 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
(12) months 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.

                  (c) Liquidated Damages. The Practice represents, warrants, and
covenants that the Restrictive Covenant described above, if then required by the
Professional Business Manager, will contain a liquidated damages provision,
consistent with the laws of the Commonwealth of Kentucky, 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 Professional Business Manager for deposit in the Account and
included in the Adjusted Gross Revenue. The Practice hereby stipulates and
agrees that Professional Business Manager will suffer severe harm if the
Practice fails or refuses to obtain and enforce the Restrictive Covenant,
including the aforesaid liquidated damages provision. The Practice further
stipulates and agrees that the parties may be unable to quantify such severe
harm, and, accordingly, the Practice shall pay to Professional 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
Professional Business Manager, and shall not be included in the Adjusted Gross
Revenue for the Practice.

                  (d) The Practice understands and acknowledges that
Professional Business Manager shall suffer severe harm in the event that the
foregoing non-competition covenants in Section 4.7 are violated, and
accordingly, if the Practice breaches any obligation of Section 4.7, in addition
to any other remedies available under this Professional Business Management
Agreement, at law or in equity, Professional Business Manager shall be entitled
to enforce this Professional Business Management 

                                      -25-

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

         4.8 Name, Trademark. The Practice represents and warrants that on and
after sixty (60) days from the effective day of this Professional Business
Management Agreement, the Practice shall conduct its professional practice under
the name of, and only under the names of Dr. Bizer's VisionWorld, Dr. Bizer's
Vision World, Doctor's ValuVision and The Eye Surgery Center and that such names
are duly registered, qualified, or licensed under the laws of the Practice Areas
in which they are being used, and that, to the Practice's knowledge, the
Practice is the sole and absolute owner of such names in the Practice Areas. The
Practice covenants and promises that, without the prior written consent of the
Professional Business Manager, the Practice will not:

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

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

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

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

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

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

                                      -26-

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

          4.12 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 4.12 by such Shareholders to
ensure that the covenants not to compete described in Section 4.7 of this
Professional Business Management Agreement are enforced by the Practice against
any individuals violating such covenants.

         4.13 Limitations on Actions of the Practice. The Practice shall not
take any of the following actions without the express prior written consent of
Professional Business Manager:

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

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

                  (c) Pay any dividend or make any other distribution, whether
in cash or in kind, to Shareholders of the Practice, if any compensation owed by
the Practice to Professional Business Manager hereunder has not been paid in
full, and if any and all monetary obligations of the Practice to Professional
Business Manager have not been fully paid in accordance with the terms of any
and all documents governing such obligations; provided, however, that the
foregoing shall not prevent payment of Shareholder's Salary, Bonus, payroll
taxes thereon, and certain Shareholder Expenses as set forth in Section 3.10(b);

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

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

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

                                      -27-

                                    ARTICLE V

                        BUSINESS MANAGER'S COMPENSATION

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

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

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

         5.4 Disputes Regarding Fees.

                  (a) It is the Parties' intent that any disputes regarding
performance standards of the Professional Business Manager be resolved to the
extent possible by good faith negotiation. To that end, the Parties agree that
if the Practice in good faith believes that Professional Business Manager has
failed to perform its obligations, and that as a result of such failure, the
Practice is entitled to a set-off or reduction in its Management Fees, the
Practice shall give Professional Business Manager notice of the perceived
failure and request in the notice a set-off or reduction in Management Fees.
Professional Business Manager and the Practice shall then negotiate the dispute
in good faith, and if an agreement is reached, the Parties shall implement the
resolution without further action. At the request of Professional Business
Manager or the 

                                      -28-

Practice, the Practice Advisory Council shall make recommendations to
Professional Business Manager with respect to any dispute concerning a set off
or reduction in Management Fees.

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

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

                                   ARTICLE VI

                              TERM AND TERMINATION

         6.1 Initial and Renewal Term. The Term of this Professional Business
Management Agreement will be for an initial period of forty (40) years after the
effective date, and shall be automatically renewed for successive five (5) year
periods thereafter, provided that neither Professional Business Manager nor the
Practice shall have given notice of termination of this Professional Business
Management Agreement at least one hundred twenty (120) days before the end of
the initial term or any renewal term, or unless otherwise terminated as provided
in Section 6.2 of this Professional Business Management Agreement.

         6.2 Termination.

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

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

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

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

                                      -29-

                  (b) Termination by Professional Business Manager Professional
Business Manager may immediately terminate this Professional Business Management
Agreement at its discretion, upon written notice pursuant to Section 8.3, as
follows:

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

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

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

                      (iv) If the Practice or any of the Practice Professionals
commit any act of fraud, misappropriation or embezzlement, or any other felony
and as a result the Practice as an entire entity is unable to substantially
perform under the terms of this Professional Business Management Agreement; or

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

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

                  (d) Legislative, Regulatory or Administrative Change. In the
event there shall be a change in the Medicare or Medicaid statutes, federal
statutes, state statutes, case law, administrative interpretations, regulations
or general instructions, the adoption of new federal or state legislation, a
change in any third-party reimbursement system, or any finding, ruling, or
decree of any regulatory body concerning this Professional Business Management
Agreement, any of which are reasonably likely to materially and adversely affect
the manner in which either Party may perform or be compensated for its services
under this Professional Business Management Agreement or which shall make this
Professional Business Management Agreement or any related agreements unlawful or
unenforceable, or which would be reasonably likely to subject either Party to
this Professional Business Management Agreement, or any member, shareholder,
officer, director, employee, agent or affiliated organization to any civil or
criminal penalties or administrative sanctions, the Parties shall immediately
use their best efforts to enter into a new service arrangement or basis for
compensation for the services furnished pursuant to this Professional 

                                      -30-

Business Management Agreement that complies with the law, regulation, policy,
finding, ruling, or decree, or which minimizes the possibility of such
penalties, sanctions or unenforceability, and that approximates as closely as
possible the economic position of the Parties prior to the change. If the
Parties are unable to reach a new agreement within sixty (60) days, this
Professional Business Management Agreement shall be terminated upon ninety (90)
days written notice by either party to the other.

         6.3 Effects of Termination.

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

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

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

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

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

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

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

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

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

                                      -31-

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

                  (c) Surrender of Books After Termination. Upon the expiration
or termination of this Professional Business Management Agreement for any reason
or cause whatsoever, Professional Business Manager shall surrender to the
Practice all books and records pertaining to the Office.

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

                  (a) Purchase from Professional Business Manager at book value
all of the assets, tangible and intangible, including without limitation
equipment, furniture, goodwill, intellectual property, inventory, and supplies,
used in, or related to, the operations of the Office and all replacements and
additions thereto made by Professional Business Manager pursuant to the
performance of its obligations under this Professional Business Management
Agreement, set forth on the books of Professional 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 Office,
depreciation, amortization, and other adjustments of assets shown on the books
of Professional Business Manager;

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

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

         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
Professional Business Manager, if any, assumed by the Practice, by any payment
the Professional Business Manager has failed to make under this Professional
Business Management Agreement, and by any unpaid portion of any promissory notes
payable by Professional Business Manager to any Shareholder of the Practice. The
Practice and 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 Professional Business Manager from any liability with respect to such
purchased assets. The closing date for the purchase shall be determined by the
Parties, but shall in no event occur later than the 

                                      -32-

expiration date of this Professional Business Management Agreement if this
Agreement expires in accordance with Section 6.1, or sixty (60) days from the
date of the notice of termination for cause. The termination of this
Professional Business Management Agreement shall become effective upon the
closing of the sale of the assets if the assets are purchased, and all Parties
shall be released from any restrictive covenants provided for in Section 4.7 on
the closing date. From and after any termination, each Party shall provide the
other Party with reasonable access to the books and records then owned by it to
permit such requesting Party to satisfy reporting and contractual obligations
that may be required of it.

         6.6 Limitation of Liability. IN NO EVENT SHALL PROFESSIONAL BUSINESS
MANAGER BE LIABLE TO THE PRACTICE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES OR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS PROFESSIONAL BUSINESS
MANAGEMENT AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF PROFESSIONAL
BUSINESS MANAGER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF; PROVIDED, HOWEVER,
THAT THE FOREGOING SHALL NOT PREVENT RECOVERY OF ACTUAL DAMAGES ARISING OUT OF
OR RELATED TO THIS PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT.

                                  ARTICLE VIII

                       INDEMNIFICATION; THIRD PARTY CLAIMS

         7.1 Indemnification by the Practice. The Practice shall indemnify and
hold harmless Professional Business Manager and Professional Business Manager's
shareholders, directors, officers, agents and employees, from and against all
claims, demands, liabilities, losses, damages, costs and expenses, including
reasonable attorneys' fees, resulting in any manner, directly or indirectly,
from the negligent or intentional acts or omissions of the Practice or its
members, 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 Professional Business Management Agreement.

         7.2 Indemnification by Professional Business Manager. Professional
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 Professional Business Manager or its shareholders, directors,
officers, employees, agents or independent contractors.

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

         7.4 Matters Involving Third Parties.

                                      -33-

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

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

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

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

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

                                      -34-

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

                                  ARTICLE VIII

                                  MISCELLANEOUS

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

         8.2 Status of Independent Contractor. The Practice and Professional
Business Manager and their shareholders are not, and shall not be deemed to be
by virtue of this Professional Business Management Agreement, joint venturers,
partners, employees or agents of each other (except as expressly provided in
this Professional Business Management Agreement). Except as may be expressly
provided herein, neither Party shall have any authority to bind the other
without the other's express written consent; and then only to the extent of the
authority conferred by such express written consent. Each Party is an
independent contractor, and each Party shall remain professionally and
economically independent of the other. In the course of the business
relationship contemplated in this Professional Business Management Agreement
only the Practice and its Professionals shall practice optometry and/or
therapeutic optometry, and they shall do so as independent professionals with no
employment relationship to Professional Business Manager. Professional Business
Manager and the Practice agree that the Practice shall retain absolute authority
to direct the optometric, professional, and ethical aspects of its optometric
and/or therapeutic optometric practice, any authority granted herein to
Professional Business Manager concerning the business and administrative aspects
of such practice notwithstanding. Each party shall be solely responsible for and
shall comply with all state and federal laws applicable to that party pertaining
to employment taxes, income tax withholding, unemployment compensation
contributions, and other employment related matters.

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

             The Practice:                  Dr. Mark Lynn & Associates, PLLC
                                            516 East Highway 131
                                            Clarksville, Indiana  47129
                                            Attention: Mark E. Lynn, O.D., 
                                                       President

                                      -35-

             Professional Business Manager: Visionary MSO, Inc.
                                            11103 West Avenue
                                            San Antonio, Texas  78213
                                            Attention: Mark Alsteadt, Vice 
                                                       President

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

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

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

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

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

         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 

                                      -36-

Two Hundred Fifty Thousand Dollars ($250,000), exclusive of interest, attorneys'
fees and costs, the arbitration shall be conducted by a panel of three (3)
neutral arbitrators. Otherwise, the arbitration shall be conducted by a single
neutral arbitrator. The Parties shall endeavor to select neutral arbitrators by
mutual agreement. If such agreement cannot be reached within thirty (30)
calendar days after a dispute has arisen which is to be decided by arbitration,
any Party or the Parties jointly shall request the American Arbitration
Association to submit to each Party an identical panel of fifteen (15) persons.
Alternate strikes shall be made to the panel, commencing with the Party bringing
the claim, until the names of three (3) persons remain, or one (1) person if the
case is to be heard by a single arbitrator. The Parties may, however, by mutual
agreement, request the American Arbitration Association to submit additional
panels of possible arbitrators. The person(s) thus remaining shall be the
arbitrator(s) for such arbitration. If three (3) arbitrators are selected, the
arbitrators shall elect a chairperson to preside at all meetings and hearings.
The arbitrator(s), or a majority of them, shall have the power to determine all
matters incident to the conduct of the arbitration, including without limitation
all procedural and evidentiary matters and the scheduling of any hearing. The
award made by a majority of the arbitrators shall be final and binding upon the
Parties thereto and the subject matter thereof. The arbitration shall be
governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and
judgment upon the award rendered by the arbitrator(s) may be entered by any
court having jurisdiction thereof. The arbitrators shall have no authority to
award punitive or exemplary damages or any statutory multiple damages, and shall
only have the authority to award compensatory damages, arbitration costs,
attorney's fees, declaratory relief, and permanent injunctive relief, if
applicable. Unless otherwise agreed by the parties, the arbitration shall be
held in Louisville, Kentucky. This Section 8.7 shall not prevent either Party
from seeking a temporary restraining order or temporary or preliminary
injunctive relief from a court of competent jurisdiction in order to protect its
rights under this Agreement. In the event a Party seeks such injunctive relief
pursuant to this Agreement, such action shall not constitute a waiver of the
provisions of this Section 8.7, which shall continue to govern any and every
dispute between the Parties, including without limitation the right to damages,
permanent injunctive relief and any other remedy, at law or in equity.

         8.8 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY DISPUTE OF ANY NATURE WHATSOEVER THAT MAY
ARISE BETWEEN THEM, INCLUDING, BUT NOT LIMITED TO, THOSE DISPUTES RELATING TO,
OR INVOLVING IN ANY WAY, THE CONSTRUCTION, PERFORMANCE OR BREACH OF THIS
AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES, THE PROVISIONS OF ANY
FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE NOTWITHSTANDING. By
execution of this Agreement, each of the parties hereto acknowledges and agrees
that it has had an opportunity to consult with legal counsel and that 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 Professional Business Management Agreement
shall not operate as, or be construed to constitute, a waiver of any subsequent
breach of the same or another provision hereof.

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

                                      -37-

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

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

         8.13 Consents, Approvals, and Exercise of Discretion. Whenever this
Professional Business Management Agreement requires any consent or approval to
be given by either Party, or either Party must or may exercise discretion, and
except where specifically set forth to the contrary, the Parties agree that such
consent or approval shall not be unreasonably withheld or delayed, and that such
discretion shall be reasonably exercised.

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

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

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

                                      -38-

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

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

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

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

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

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

         8.23 Entire Professional Business Management Agreement. With respect to
the subject matter of this Professional Business Management Agreement, this
Professional 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 oral statements
or contemporaneous negotiations or understandings or prior written material not
specifically incorporated herein shall be of any force and effect, and no
changes in or additions to this Professional Business Management Agreement shall
be recognized unless incorporated herein by amendment as provided herein, such
amendment(s) to become effective on the date stipulated in such amendment(s).
The Parties specifically acknowledge that, in entering into and executing this
Professional Business Management Agreement, the Parties rely solely upon the
representations and agreements contained in this Professional Business
Management Agreement and no others.

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

            (The remainder of this page is intentionally left blank.)

                                      -39-

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

                                       DR. MARK LYNN & ASSOCIATES, PLLC
                                       "The Practice"

                                       By: /s/ MARK E. LYNN, O.D.  
                                           -------------------------------------
                                           Mark E. Lynn, O.D., President

                                       VISIONARY MSO, INC.
                                       "Professional Business Manager"

                                       By: /s/ DOUGLAS C. SHEPARD  
                                           -------------------------------------
                                           Douglas C. Shepard, Vice President
                                           Secretary and Treasurer

                                      -40-

                                  EXHIBIT 4.3A

                       EMPLOYMENT AGREEMENT (PROFESSIONAL)

                                  SEE ATTACHED

                                  EXHIBIT 4.3B

                              EMPLOYMENT AGREEMENT

                             (PRESIDENT OF PRACTICE)

                                  SEE ATTACHED

                                  EXHIBIT 4.7A

                             COVENANT NOT TO COMPETE

Radius From Miles ----------- ----- Kentucky Offices 5 Missouri Offices 5 Indiana Offices 5 Tennessee Offices 5 All Other Offices 5
SHAREHOLDERS' UNDERTAKING TO MAINTAIN PRACTICE'S CORPORATE EXISTENCE AND ENFORCEMENT OF COVENANTS NOT TO COMPETE As an inducement to the Professional Business Manager to enter into this Professional Business Management Agreement with the Practice or as required in the Professional 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 states of Kentucky, Indiana, Tennessee and Missouri and to cause the Practice to use its best efforts to enforce employment agreements (including the Restrictive Covenant described in Section 4.7), to the extent then required by Professional Business Manager, against any individuals violating such employment agreements (and covenants not to compete). The undersigned persons further unconditionally covenant and agree to indemnify and hold harmless Professional 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 Kentucky, Indiana, Tennessee and Missouri or the failure of the Practice to use its best efforts to enforce the aforesaid employment agreements and the Restrictive Covenants described in Section 4.7 of such Professional Business Management Agreement, a copy of which has been delivered to the undersigned for his review, to the extent then required by Professional Business Manager. The undersigned acknowledges that he or she has received adequate consideration for the execution hereof. This undertaking may be assumed by a successor to 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: October 1, 1998 /s/ DR. MARK E. LYNN --------------------------------------- Mark E. Lynn, O.D. EXHIBIT 6.4 SHAREHOLDERS' UNDERTAKING TO CARRY OUT PRACTICE'S PURCHASE OBLIGATION As an inducement to the Professional Business Manager to enter into this Professional Business Management Agreement with the Practice or as required in the Professional 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 Professional Business Management Agreement to (i) cause the Practice to carry out the purchase obligation described in Section 6.4 of the Professional Business Management Agreement, (ii) personally execute and deliver the security agreements referred to in Section 6.4(c) of such Professional 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: October 1, 1998 /s/ DR. MARK E. LYNN --------------------------------------- Mark E. Lynn, O.D.

Basic Info X:

Name: PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT
Type: Professional Business Management Agreement
Date: April 2, 1999
Company: EYE CARE CENTERS OF AMERICA INC
State: Texas

Other info:

Date:

  • August 22 , 1998
  • October 1 , 1998

Organization:

  • Visionary MSO , Inc.
  • the State of Delaware
  • 1.2 Adjusted Gross Revenue
  • Executive Office Administrator
  • Eye Care Centers of America , Inc.
  • Visionary Retail Management , Inc.
  • Office Expense or Dispensary Expense
  • Retail Business Manager Expense
  • Practice of Optometry
  • Board of Optometry
  • Professional Retail Business Manager and Retail Business Manager
  • Practice Advisory Counsel
  • Marketing and Public Relations
  • Practice 's Professional Eye Care Services
  • d Ancillary Services
  • Practice 's Board of Directors
  • Professional Health Care Decisions
  • Professional Eye Care Services or Clinical Duties
  • the Management Services
  • Professional Business Manager to provide Management Services
  • Facilities and Equipment
  • Professional Business Manager Expense
  • Health Care Supplies
  • Professional Business Manager's Personnel
  • Professional Business Manager 's Personnel
  • billable Professional Eye Care Services
  • Maintenance of Professional Practice Account
  • Power of Attorney
  • Professional Business Manager for Professional Eye Care Services
  • Practice any Office Expense
  • c Accounting and Financial Records
  • Health Care Records
  • Professional Business Manager 's Insurance
  • Acquisition of Services
  • Coordination of Obligations and Responsibilities
  • Retail Business Management Agreement
  • Professional Business Manager and Retail Business Manager
  • Enforce Certain Provisions of Agreement
  • Practice to Professional Business Manager
  • Leases of Office
  • Practice of Professional Business Manager
  • Payment of Management Fee
  • Management Fee calculation
  • Practice Advisory Council
  • American Arbitration Association 's Commercial Mediation Rules
  • Professional Business Manager Professional Business Manager
  • Agreement for Management Services
  • Professional Business Management Agreement by Professional Business Manager
  • Closing of Purchase
  • Limitation of Liability
  • Notice of Claim for Indemnification
  • Matters Involving Third Parties
  • Third Party Claim
  • VIII MISCELLANEOUS 8.1 Administrative Services Only
  • Status of Independent Contractor
  • Cox & Smith Incorporated 112 E. Pecan
  • Commonwealth of Kentucky
  • Exercise of Discretion
  • Third Party Beneficiaries
  • Entire Professional Business Management Agreement
  • MARK LYNN & ASSOCIATES

Location:

  • Delaware
  • Clarksville
  • West Avenue San Antonio
  • Texas
  • United States
  • Louisville
  • O.D.
  • Kentucky
  • Indiana
  • Tennessee
  • Missouri

Money:

  • $ 5,000.00
  • $ 15,000
  • $ 50,000
  • $ 190,000.00
  • $ 20,000
  • $ 1,000,000
  • $ 25,000.00
  • $ 250,000

Person:

  • Bizer
  • Mark Alsteadt
  • James B. Smith
  • Douglas C. Shepard
  • Mark E. Lynn

Percent:

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