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NORTH CAROLINA

NASH COUNTY

     THIS LEASE AGREEMENT, made and entered into this 1st day of March, 1997, by
and between D. BLAIR HARROLD and ALLAN L.M. BARKER, d/b/a HARROLD-BARKER
INVESTMENT COMPANY, hereinafter referred to as LESSORS, and OPTOMETRIC EYE CARE
CENTERS, P.A., a North Carolina Corporation hereinafter referred to as LESSEE.

                                   WITNESSETH:

     WHEREAS Lessors and Lessee agree to the lease and rental of the premises
herein described on terms and conditions as herein set out; and

     WHEREAS, the Lessors and Lessee acknowledge that each will enjoy the mutual
benefits of this Lease;

     NOW THEREFORE, in consideration of the premises and further consideration
of mutual covenants and agreements hereinabove set forth, Lessor and Lessee have
contracted and agreed, and the Lessors in consideration of the terms and
conditions herein described, hereby demise, let, and lease unto the Lessee, and
the Lessee hereby accepts the Lease from the Lessors, all of the certain
premises, together with the improvements, lying thereon and being located in
Fayetteville, North Carolina, and more particularly described as follows:

               579 Cross Creek Mall

     TO HAVE AND TO HOLD the above described real estate uno the Lessee for a
period and upon the terms and conditions herein set out, together with all
privileges and appurtenances thereunto belonging to it the said Lessee, their
successors and assigns, as follows:

     1. This Lease shall commence effective May 1st, 1997, unless sooner
terminated as hereinafter

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provided, and this Lease shall exist and continue until the 1st day of May,
2002, the term being five (5) years.

     2. During the year 1 and year 2 of the term of this Lease, the rent shall
be Ninety Six Thousand and No/100 ($96,000.00) dollars per year (based on 4,125
square feet) payable in monthly installments of Eight Thousand and No/100
($8,000.00) Dollars, per month, payable monthly in advance on or before the 10th
day of each month during the term of the Lease. During the year 3 and year 4 of
the term of this Lease, the rent shall be One Hundred Thousand and No/100
($100,000.00) Dollars per year (based on 4,125 square feet) payable in monthly
installments of Eight Thousand Three Hundred and Thirty Three and No/100
($8,333.00) Dollars, per month, payable monthly in advance on or before the 10th
day of each month during the term of the Lease or six percent (6%) of net
revenues, whichever is greater.

     3. The Lessee shall pay all taxes and assessments imposed by any lawful
authority upon its personal property and fixtures and any other improvements
placed in and upon the premises. The Lessee also agrees to pay all bills for
electricity, heat, air conditioning, water and other utilities used upon the
leased premises. Lessee shall MAKE ALL REPAIRS and IMPROVEMENTS to electrical,
heating, air conditioning, water, plumbing, roof system, under the amount of
Five Hundred and No/100 ($500.00) Dollars per occurrence of or manifestation of
any required repair and maintenance. The LESSOR agrees to pay for electrical,
heating, air conditioning, and external plumbing maintenance and repairs in
EXCESS OF FIVE HUNDRED AND NO/100 ($500.00) DOLLARS, per occurrence or
manifestation, and further agrees to maintain and repair all exterior portions
of the building, except as specifically set forth above. The Lessee accepts the
premises in the condition in which they exist at the beginning of the term of
this Lease, and the LESSOR shall be under NO OBLIGATION TO IMPROVE OR REPAIR THE
SAME, except as specifically set out above. The Lessee shall have the right, at
its own expense, TO REMODEL AND MAKE IMPROVEMENTS to the interior as it


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elects, specifically subject to notice and to and approval of the Lessors. The
Lessee shall be responsible for the cleanup, restoration and replacement of keys
at the end of the term of this Lease.

     4. The Lessee may, at its own cost and expense, install, erect and maintain
signs in and upon the premises, within the applicable codes and ordinances
provided, however the written consent of the Lessors must be obtained for the
location and design of all exterior signs.

     5. Any fixtures, equipment and other personal property installed or
attached to the demised premises by the Lessee, will be at the expense of the
Lessee, and shall remain the property of the Lessee, and the Lessee shall have
the right at any time, provided it is not then in default hereunder, to remove
any and all such fixtures, provided, however, that in such event Lessee shall
repair any damage to the demised premises cause by such installation and
removal.

     6. The Lessee shall maintain, at its own cost and expense, fire insurance,
and furnish to Lessors, liability insurance in the amount of $500,00 per person
/$1,000,000.00 per accident, and $100,00 in property damage, which policy shall
name the Lessors as an additional insured. On each policy, Lessee shall
designate Lessors as a party insured and furnish Lessors with a certificate of
said insurance or applicable riders as issued or renewed.

     7. The Lessors hereby covenant and warrant that they have a good right and
title to lease said premises; that it will suffer and permit the Lessee to
occupy, possess and enjoy said premises during the term herein set out, without
hinderance or molestation by the Lessors or from any persons claiming by or
under the Lessors, and will defend against any suit or action brought by such
person.

     8. It is expressly agreed that Lessee shall not assign this Lease or these
premises without the written consent of the Lessors. It is expressly agreed that
Lessee shall not, under any circumstances, sublease the premises without the
prior written consent of the Lessors. Such consent, shall not be

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unreasonably withheld by Lessors, and in the event of any assignment or
sublease, Lessee shall remain personally responsible to Lessors for performance
of the terms of this Lease, and any acceptance of rent by Lessors, by any
assignee or sublease is not an approval or consent of said assignee or sublease
without compliance of the terms above.

     9. If the Lessee shall neglect or fail to pay any rent or monthly
Installments of rent when due, or neglect or fail to do or perform any other
thing required of it and any of the covenants herein contained, on their part,
or to be performed or observed, and the Lessee is so notified in writing by
letter through registered mail addressed to its address as provided below and if
such default or defaults shall not be cured within 15 days after the sending of
said registered notice, the Lessors may terminate this Lease and may re-enter
upon the leased premises and may annul this Lease as regards all future rights
of the Lessee, and the Lessors shall have the legal rights and remedies
permitted by and available under the law of this State or for the collection of
any rent due and payable thereunder, without prejudice of any other right they
may have because of such default. No failure of the Lessors to exercise any
rights which it may have by reason of any default shall constitute a waiver of
any such rights with respect to any subsequent default. Under no circumstances
shall the Lessor be under any obligation whatever to release the Lessee from any
liability arising under this Lease for damages, which damages shall include, but
shall not necessarily be limited to, all rent due until the end of the term of
the Lease; nor shall Lessors be obligated to expend any sum to reduce or
litigate damages. If during the term of this Lease the premises shall be
partially damaged by fire or other casualty, but thereby rendered untenantable,
the same shall be repaired with diligence by the Lessors, at its expense, any
amount over the amount of $5,000.00. If the damage shall be so extensive as to
render the premises untenantable, the rent shall be proportionately paid up to
the time of such damage, and shall thenceforth cease until such time as the
premises shall be restored; but in such event the Lessors

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may elect whether or not to restore said premises or to terminate the Lease. If
the Lessor shall not elect within 30 days after such damage to rebuild or
restore said premises, then this Lease shall forthwith terminate. In the event
of the total destruction of the premises by fire or other casualty, this Lease
shall cease and terminate and the lessee shall be liable for the rent,
proportionally, only up to the time of such destruction, and the Lessee shall be
entitled in such event, to receive a proportional part of any advanced rent paid
by it for the rent period during which the leased premises are wholly destroyed.

     10. If the whole of the premises shall be taken or condemned by imminent
domain for any public or quasi public use or purpose, then in that event, the
term of this Lease shall cease and terminate from the date of title vesting in
such proceedings, and the Lessee shall have no claim against the Lessors for the
value of the unexpired term of the Lease.

     11. It is agreed that the Lessee shall have the right at the termination or
expiration of this Lease to remove within 15 days, at its own expense, all trade
fixtures, personal property and other installations, which it may have placed or
made on the premises, as provided in Paragraph 5 above, provided the premises
are restored by the Lessee to their original condition. If, after this 15 day
period, there remains any personal property, fixtures, or improvements of
Lessee, the Lessors shall then restore or cause to be restored such property for
a period of not to exceed 30 days, the costs and risks of such restoring to be
borne by the Lessee. If after this 30 days, the Lessee has failed to cure such
breach, any obligations arising from said breach, the Lessors may then dispose
of said property by whatever means deems necessary and proper.

     12. If the tenant shall voluntarily or involuntarily file a Petition in
bankruptcy, or be adjudicated bankrupt or insolvent, according to law, or shall
make an assignment for the benefit of creditors, then the Lessors may lawfully
enter the premises and repossess the same and expel the tenant and those
claiming

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under and through it and remove its effect without prejudice to any remedies
which the Lessors may otherwise have for arrears of rent, or breach of covenant,
and upon such entry, this Lease shall terminate, and the Lessee covenants that
in case of such termination, it will indemnify the Lessors against all loss of
rent which the Lessors may incur by reason of such termination for the remainder
of the term.

     13. It is expressly agreed, as a matter of law, that in the event of any
hold over under this Lease, that said hold over shall be deemed a hold over
under a month to month, periodic tenancy, and not other term.

     14. All references herein to relative pronoun shall be read in the plural
and in the singular, and in the masculine and in the feminine or neuter gender,
as the case may be. This agreement shall be binding upon the heirs, assigns and
successors of the parties hereto. This agreement shall be construed under the
laws of the State of North Carolina, and any change or amendment of this
agreement shall require the written consent of both parties.

     15. All rentals, notices, or communications as required hereunder shall be
addressed and given to the parties as follows:

         TO LESSORS:  HARROLD-BARKER INVESTMENT CO.
                      P.O. BOX 7185
                      112 ZEBULON COURT
                      ROCKY MOUNT, NC 27804

         TO LESSEE:   OPTOMETRIC EYE CARE CENTER, P.A.
                      579 CROSS CREEK MALL
                      FAYETTEVILLE, NC 28303


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     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals in
duplicate originals, one of which is retained by each of the parties on the day
and year as first above written.

                                             HARROLD-BARKER INVESTMENT CO.

                                      By:    /s/ D. Blair Harrold
                                             ----------------------------------
                                             D. BLAIR HARROLD, Partner

                                      By:    /s/ Allan L.M. Barker
                                             ----------------------------------
                                             ALLAN L.M. BARKER, Partner



ATTEST:                                      OPTOMETRIC EYE CARE CENTER, P.A.


/s/ Allan L.M. Barker                 By:    /s/ D. Blair Harrold
-------------------------                    ----------------------------------
Secretary                                    President


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