PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT

     This  Professional  Business Management Agreement (the "Agreement") is made
and  entered into effective as of May 12, 2003, by and between EyeMasters, Inc.,
a  Delaware  corporation  ("Professional  Business  Manager"),  and  Michael  J.
Martin,  O.D.  & Associates, P.C., P.C., a Georgia professional corporation (the
"Practice").

                                R E C I T A L S
                                - - - - - - - -

     A.     The  Practice desires to engage in the provision of Professional Eye
Care  Services  (as defined below) to the general public in the state of Georgia
(the  "Practice  Area") through individual Professionals (as defined below) each
of whom is licensed to practice optometry and/or ophthalmology in Georgia and is
employed  or  otherwise  retained  by  the  Practice;

     B.     The  Practice  desires  to provide Professional Eye Care Services to
the  general  public  at  office(s)  located  adjacent to certain optical retail
stores operating under the name "Doctor's VisionWorks" in Georgia and engage the
Professional  Business  Manager  to  provide management services at such offices
(such  office  locations,  each to be listed on EXHIBIT A as attached hereto and
amended  from  time  to  time,  are  hereinafter  referred  to  as the "Practice
Locations");  and

     C.     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 at
each  of  the  Practice  Locations, 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  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     Agreement.  The  term  "Agreement"  shall  mean  this instrument as
             ---------
originally executed and delivered, or, if amended or supplemented, as so amended
or  supplemented.

     1.2     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).

<PAGE>

     1.3     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.

     1.4     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,  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 Agreement.  Confidential Information shall
also  include  the terms and provisions of this Agreement and any transaction or
document  executed  by  the  Parties  pursuant  to this 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.

     1.5     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.

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

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

     1.8     Management Services.  The term "Management Services" shall mean the
             -------------------
business,  administrative,  and  management  services  to  be  provided  for the
Practice  and the Office hereunder, 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  Agreement  and  which  are  necessary  for  the  conduct of the Practice's
business  at  the  Practice  Locations.

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

     1.10     Office.  The term "Office" shall mean the facilities and locations
              ------
used  by  the  Practice  with  respect  to  the Practice Locations, all business
operations  related  to  the Practice's optometric and/or therapeutic optometric
practice  at  the Practice Locations, and all related business operations of the
Practice  which  are  to  be administered by Professional Business Manager under
this  Agreement.

                                        2
<PAGE>

     1.11     Office  Expense.  The  term "Office Expense" shall mean all direct
              ---------------
out-of-pocket  operating  and non-operating expenses incurred by the Practice or
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 hereunder, 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  to  the  extent  relating  to  the  Practice  Locations:

          (a)     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;

          (b)     the  expense  of  using,  leasing,  purchasing  or  otherwise
procuring  and  maintaining  the Office premises (e.g., rent expense and related
charges);

          (c)     the  cost  of  Office  supplies  and  inventory;

          (d)     all expenses reflected in the budget that are not Professional
Business  Manager  Expenses,  Practice  Expenses  or  Shareholder  Expenses;

          (e)     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 its 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 its
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
its  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  Professional Practice 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;  and

          (f)     key  person  life 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 Professional Practice
Account,  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

                                        3
<PAGE>

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.

     Expenses  contemplated in this paragraph (other than Section 1.11(f)) 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 expenses related to individuals who
are  consultants of or employed by Professional Business Manager and who provide
services benefiting the Practice with respect to the Practice Locations shall be
borne by the Professional Business Manager and the Professional Business Manager
shall not be entitled to reimbursement therefore (other than through the payment
of  the  Management  Fee).  The  Parties  acknowledge  that certain expenses not
specifically  set  forth  above  and  associated  with  performing  the services
hereunder  may  benefit  both Parties or be difficult or impractical to allocate
between  the  Parties  (e.g.,  utility  costs, telephone service costs, overhead
charges,  costs of personnel (other than Professionals and Optical Technicians),
costs  of  marketing  materials  and  costs  of  equipment  provided hereunder).
Accordingly,  other benefits provided to the Practice, and expenses incurred, by
the Professional Business Manager, with respect to the Practice Locations (other
than  Office Expenses, Professional Business Manager Expenses, Practice Expenses
or  Shareholder  Expenses)  shall  be  compensated  through  the  payment of the
Management  Fee  and  the Professional Business Manager shall not be entitled to
reimbursement  therefore.  Notwithstanding  anything  to  the  contrary  herein,
unless  expressly  designated  as  a  Professional  Business  Manager Expense, a
Practice  Expense  or  a  Shareholder  Expense  in this Agreement or any exhibit
thereto,  all  direct  out-of-pocket  expenses incurred by Professional Business
Manager  in  providing  services  pursuant to this Agreement shall be considered
Office  Expenses.

     1.12     Optical  Technicians.  The  term  "Optical  Technician" shall mean
              --------------------
each  optical  technician  employed  by  the  Professional  Business Manager and
providing  services  at  the  Practice  Locations.

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

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

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

     1.16     Permitted  Shareholder  Expense.  The  "Permitted  Shareholder
              -------------------------------
Expense"  shall  mean the amount equal to (i) $5,000 per Practice Location on an
annualized  basis  (such  amount to be prorated for any partial year in which an
Practice  Location  operates)  plus  (ii)  the  amount of base salary (initially
$150,000  per  annum)  paid  to the Shareholder under the President's Employment
Agreement  described  in  Section 4.3 hereof plus the related employee benefits,
reasonable and customary professional dues, subscriptions, continuing educations
and  technical  training  expenses  (such  reasonable  subscriptions, continuing
education  and  technical  training  expenses  not  to  exceed $500 per Practice
Location  on  an  annualized basis) and related payroll taxes as contemplated in
the  President's Employment Agreement.   The Parties acknowledge that the amount
referenced  in  clause  (i)  of  this  paragraph  may  be,  at the option of the
Practice,  (A) expended by the Practice on additional benefits to be provided to
Shareholder  that  would  not  otherwise  be  included  as  an Office Expense or
Practice  Expense  or  provided  under the

                                        4
<PAGE>

President's  Employment  Agreement, (B) paid to an affiliate of the Practice for
consulting  or  other services to the Practice, (C) paid to the Shareholder as a
bonus  or compensation in addition to the base salary owed under the President's
Employment  Agreement  or  (D)  distributed  to  Shareholder.

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

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

     1.19     Practice  Expenses.  The  term  "Practice Expenses" shall mean, to
              ------------------
the  extent  relating  to  the  Practice  Locations:  (a)  all  reasonable
non-shareholder  Professionals'  and  Optical  Technicians'  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)  reasonable
travel costs for continuing education, technical training and necessary business
travel  for  non-shareholder  Professionals  and Optical Technicians; (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,  its  Professionals, or its other personnel by any third
party  in  which  the Practice, its Professionals, or its other personnel do not
prevail  or  the  matter  settles  with a material payment and the Practice, its
Professionals,  or  other  personnel are at fault, and any liability judgment or
material  settlement assessed against the Practice or its Professionals or other
personnel;  (f)  certain  equipment  expenses  described  in Sections 3.2(c) and
3.2(d)  of this 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 Agreement; (h)  any income
taxes  or  franchise  taxes  of the Practice; and (i) consulting, accounting, or
legal  fees  which  relate  solely  to  the Practice or relate to a dispute with
Professional Business Manager.  Notwithstanding the foregoing, the term Practice
Expenses  shall  specifically  exclude  (i)  business  travel  requested  by
Professional  Business  Manager,  which shall be an Office Expense, (ii) any and
all  compensation  or  expenses  attributable  to  Shareholders,  which shall be
Shareholder  Expenses  (except reasonable and customary expenses for malpractice
insurance  which shall be a Practice Expense), (iii)   "tail" insurance coverage
for Shareholders, which shall be a Shareholder Expense, or (iv) such other items
agreed  to  in advance in writing by the Parties hereto.  During this 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.

     1.20     Practice  Locations.  The term "Practice Locations" shall have the
              -------------------
meaning  set  forth  in  the  Recitals.

     1.21     Professional.  The  term "Professional" shall mean any Optometrist
              ------------
or  Ophthalmologist.

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

     1.23     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

                                        5
<PAGE>

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 as provided in Section 3.2(c) and 3.2(d); (c)
costs  and  expenses  of the employees of the Professional Business Manager that
provide  services  at the Offices, (d) utility costs, telephone costs, marketing
materials  and  corporate  overhead charges, and (e) any other expenses or costs
that  are  not  reasonable  and  customary  reimbursements based upon a national
practice  management  company's  usual  arrangement  with a practice it manages.

     1.24     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 ophthalmology, 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; provided, however, in no
event  shall  Professional  Eye  Care  Services  include  the direct or indirect
selling  of  eye  glass  frames, sun glasses, eyeglass lenses or prisms, contact
lenses  or  contact  lens  supplies.

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

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

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

     1.28     Shareholder  Expense.  The  term  "Shareholder  Expense"  shall be
              --------------------
limited  to  the  following  expenses:  (a)  Shareholders'  salaries,  benefits,
payroll  taxes, and other direct costs as provided in the President's Employment
Agreement  (including  professional  dues,  subscriptions,  continuing education
expenses,  severance  payments,  and  reasonable  entertainment  expenses  and
reasonable  travel  costs  for continuing education or other reasonable business
travel but excluding business travel requested by Professional Business Manager,
which  shall  be  an  Office  Expense,  and  excluding  any  other  expense of a
Shareholder  approved  as  an  Office  Expense  in  advance by the Parties); (b)
"tail"  coverage  malpractice  insurance  expenses  for the 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 or relate to any dispute with the
Professional  Business  Manager.  In  addition  to  the  foregoing, "Shareholder
Expenses"  shall  include  any  non-operating  expenses  of  the  Practice,  any
extraordinary  or unusual expenses of the Practice,  any unreasonable continuing
education  expenses,  entertainment  expenses  or  travel costs and any costs or
expenses  with  respect to requests by the Practice that are not approved by the
Professional  Business  Manager  (e.g.,  costs  of  additional  Non-Professional
personnel  at  the  locations,  costs  of  marketing or advertising in excess of
advertising  proposed  by  the  Professional  Business  Manager). In determining
whether  to  approve  such  excess  expenditures  requested by the Practice, the
Professional  Business  Manager shall use its judgment based upon its experience
in  other  professional  management relationships.  The Practice shall reimburse
the  Professional  Business  Manager for any Shareholder Expense incurred by the
Professional Business Manager.  Unless expressly designated as a Management Fee,
a  Professional  Business  Manager  Expense,  an  Office  Expense, or a Practice
Expense

                                        6
<PAGE>

in  this  Agreement  or in any exhibit hereto or in any written agreement of the
Parties,  any expense incurred by the Practice shall be considered a Shareholder
Expense.  Notwithstanding  the  above,  the  Practice  may  require  certain
Professionals to pay certain expenses incurred for them specifically. Nothing in
this  Section  shall  create  personal  liability  on the part of the Practice's
Shareholders.

     1.29     Term.  The  term  "Term"  shall  mean  the initial and any renewal
              ----
periods  of  duration  of  this  Agreement  as  described  in  Section  6.1.

                                   ARTICLE II

                  APPOINTMENT OF PROFESSIONAL BUSINESS MANAGER
                  --------------------------------------------

     2.1     Appointment.  The  Practice  hereby  appoints Professional Business
             -----------
Manager as its sole and exclusive agent for the management and administration of
the  business  functions  and  business  affairs of the Office, and Professional
Business  Manager  hereby  accepts such appointment, subject at all times to the
provisions  of this Agreement.  Notwithstanding any provisions in this Agreement
to  the  contrary,  Professional Business Manager's duties, responsibilities and
authority  hereunder  shall  only  extend  to  the  management  of  the Practice
Locations  set forth on Exhibit A hereto, which may be amended from time to time
with  the  consent  of  the  Practice  and  Professional  Business Manager or as
provided  in  Section  6.2(c)  hereof.

     2.2     Authority.  Consistent  with  the  provisions  of  this  Agreement,
             ---------
Professional  Business  Manager  shall  have the responsibility and commensurate
authority  to  provide  Management  Services  for  the  Practice at the Practice
Locations.  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 to the extent relating to the Practice
Locations.  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

                                        7
<PAGE>

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 Business Manager shall provide
Non-Professional  Personnel  to  the  Practice and Professional 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.
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 (except to the extent necessary to establish the Budget),
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  Council  shall  consist  of four (4)
members.  Professional Business Manager shall designate, in its sole discretion,
two (2) members of the Practice Advisory council or may have one (1) member with
two  (2)  votes.  The  Practice shall designate, in its sole discretion, two (2)
members of the Practice Advisory Council or may have one (1) member with two (2)
votes.  The  Practice Advisory Council members selected by the Practice shall be
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  the  affirmative  vote of the
Practice  member(s)  shall  be  required  on  all votes of the Practice Advisory
Council  relating  to  or  affecting  the  provision  of  Professional  Eye Care
Services.  The  decisions,  resolutions,  actions,  or  recommendations  of  the
Practice  Advisory Council shall be implemented by Professional Business Manager
or  the  Practice,  as  appropriate.

     2.7     Duties  and Responsibilities of the Practice Advisory Council.  The
             -------------------------------------------------------------
Practice  Advisory  Council  shall  review,  evaluate, make recommendations, and
where  specifically  authorized herein and permitted by law, make decisions with
respect  to  the  following  matters,  to  the  extent  relating to the Practice
Locations:

          (a)     Facility  Improvements  and  Expansion.  Any  renovation  and
                  --------------------------------------
expansion  plans  and  capital  equipment  expenditures  with  respect  to  the
Practice's  facilities  at  the  Practice  Locations  shall  be

                                        8
<PAGE>

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 and ancillary services rendered by the Practice
at  the  Practice  Locations.

          (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 and
ancillary  services  rendered  by  the  Practice  at  the  Practice  Locations.

          (d)     Ancillary  Services.  The  Practice  Advisory  Council  must
                  -------------------
approve  any  new  non-professional  ancillary  services  to  be rendered by the
Practice  at the Practice Locations 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  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  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.

                                        9
<PAGE>

          (k)     Approval  of New Offices or Dispensary.  The Practice Advisory
                  --------------------------------------
Council shall approve any move of any current Office location or expansion to an
additional  Office  location.

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

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

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

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

          (d)     Any  optometric  related  functions;

          (e)     Fee  schedules  for  Professional  Eye  Care  Services;

          (f)     Frequency,  volume  and/or  scheduling  of patient encounters;

          (g)     The  discipline  of  any  Professionals  or  Non-Professional
Personnel  with  respect to the performance of Professional Eye Care Services or
Clinical  Duties,  as  applicable;  and

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

     Without  limiting  the  generality  of  the  foregoing,  in  no event shall
Professional  Business  Manager  have  any  authority  which  will result in the
Practice,  or  the  Professionals  retained  by  the  Practice,  engaging  in
Unprofessional  Conduct  as  more  specifically set forth in Section 4.4 hereof.

                                       10
<PAGE>

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

                                   ARTICLE III

              OBLIGATIONS AND RESPONSIBILITIES OF BUSINESS MANAGER
              ----------------------------------------------------

     3.1     Management  Services.  Professional  Business Manager shall provide
             --------------------
all  Management  Services  as  are  necessary and appropriate for the day-to-day
administration  of  the  business  aspects  of  the Practice's operations at the
Practice  Locations,  pursuant  to  the  terms  of this Agreement.  Professional
Business  Manager  shall  operate  in a reasonable and customary manner with due
consideration  to  the  Practice's  past business practices and shall operate in
accordance  with  all applicable laws, rules and regulations which are necessary
and  material  to  the  Professional  Business  Manager's  performance  of  the
Management  Services.  Professional  Business Manager will provide in good faith
and  with  due  diligence  its  services  consistent  with  management  services
generally  provided  in  the  operations of 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  Agreement.  Subject  to  Section  6.2(c),
Professional  Business  Manager  hereby  consents  and  agrees  to  provide  all
Management  Services  to  all  Office  facilities  and locations at the Practice
Locations;  provided,  however,  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 at the Practice
Locations  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, lease (or sublease agreements) for the Practice Locations 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 at the Practice 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.
The Parties acknowledge that the initial rental payments for the Office space at
the  Practice  Locations  shall  be  as  set forth on Exhibit A attached hereto.
Notwithstanding  any  provision  in this Agreement to the contrary, Professional
Business  Manager  shall  not  have any duty or obligation to negotiate or enter
into  leases  or  subleases  on  behalf  of  the Practice with respect to Office
facilities  that  will  have

                                       11
<PAGE>

terms  in  excess  of  the  then current term of this Agreement and the Practice
acknowledges  that  such  leases  or  subleases  will  be  coterminous with this
Agreement.

          (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 at the Practice Locations.  The
expense of such equipment shall be a Professional Business Manager Expense.   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  health  care
related  equipment  as  reasonably  required by the Practice with respect to the
Practice  Locations.  The Practice shall have final authority in all health care
equipment selections; provided, however, that if the Practice chooses to acquire
health  care equipment for the Practice Locations 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 Professional
Business  Manager  elects not to acquire or lease which is 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  at  the  Practice  Locations  shall  be owned by Professional
Business  Manager  and  the  depreciation  and related capital charge shall be a
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  at  the  Practice  Locations.

          (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  subject  to  determination by Practice
Advisory  Council  in  the  case  of  disagreement.

     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  relating  to  the  Practice Locations 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

                                       12
<PAGE>

Care Services at the Practice Locations. 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  at  the  Practice  Locations,  and  shall  provide,
administrative  support  for  the  Practice's  overall  quality  assurance, risk
management,  and utilization review programs relating to the Practice Locations.
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  Practice  Locations, other than those
relating  to  the  practice  of  optometry  or  the  administration  of drugs by
Professionals  retained  by  or  associated with the Practice.  The expenses and
costs  associated  with  obtaining  and  maintaining permits with respect to the
Office  shall  be  deemed  Office  Expenses.

     3.7     Personnel.
             ---------

          (a)     Selection  and  Retention  of  Professional Business Manager's
                  --------------------------------------------------------------
Personnel.  Except  as  specifically  provided in Section 4.3 of this 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 at
the  Practice  Locations  and for Professional Business Manager's performance of
its  duties  and  obligations  under this 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

                                       13
<PAGE>

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 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,  at  the Practice Locations, 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 at the
Practice  Locations, including prohibiting said personnel from being involved in
the  performance  of  Clinical  Duties.

     3.8     Contract  Negotiations.  Professional  Business  Manager  shall
             ----------------------
evaluate,  assist  in  negotiations  and  administer  on  behalf of the Practice
contracts relating to the Practice Locations that do not relate to the provision
of  Professional  Eye  Care  Services  as  set forth in this 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  at the Practice Locations, 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  (with respect to the Practice Locations) 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  (with respect to the Practice Locations) 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  at  the  Practice  Locations.

     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,

                                       14
<PAGE>

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  at  the  Practice  Locations.  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  to  the  extent  relating  to  the  Practice  Locations:

          (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 at
the  Practice  Locations;

          (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  at  the Practice Locations;

          (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  any  decision  by  Professional Business Manager to
undertake  extraordinary  collection  measures,  such  as  filing  lawsuits,
discharging  or  releasing  obligors,  or  assigning  or  selling  accounts at a
discount  to  collection agencies.  Professional Business Manager shall act in a
professional  manner  and  in  compliance  with  all federal and state fair debt
collection  practices  laws  in  rendering  billing  and  collection  services;

          (d)     To  deposit  all  amounts  collected on behalf of the Practice
into the 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 rendered at
the  Practice  Locations.  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 rendered at the Practice Locations,
Professional  Business  Manager  shall  immediately  deposit  the  same into the
Professional  Practice 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  relating to the Practice Locations; and

                                       15
<PAGE>

          (f)     To  sign  checks  on  behalf  of  the  Practice,  and  to make
withdrawals  from  the  Professional Practice Account, for payments specified in
this  Agreement.  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,  which  shall  be  provided  immediately  in the event the Professional
Business  Manager is terminated for cause pursuant to Section 6.2(a) below.  The
irrevocable  power  of  attorney  shall  expire  when  this  Agreement  has been
terminated,  all  accounts  receivable  payable to Professional Business Manager
pursuant  to  this Agreement have been collected, and all Management Fees due to
Professional  Business Manager have been paid.  If Professional Business Manager
assigns  this 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 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 collection by Professional
Business  Manager for Professional Eye Care Services rendered to patients of the
Office,  and  for  all  other  professional  and Office services relating to the
Practice  Locations  and  to  make  withdrawals  from  the Professional Practice
Account  for  payments  specified  in  this  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  Professional  Practice  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
Management  Fee  or  reimbursement of any expense to which Professional Business
Manager  may  be entitled or any Office Expense, Practice Expense or Shareholder
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 to
the  extent  relating  to  the  Practice Locations.  The Parties acknowledge and
agree that Professional Business Manager may periodically sweep (e.g.,  withdraw
all  funds)  the  Professional  Practice Account for the purpose of managing the
cash of the Practice, such cash management to be in accordance with prudent cash
management  practices.

          (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;

                                       16
<PAGE>

               (ii)     all  Office  Expenses;

               (iii)     Practice  Expenses (other than the cost of acquiring or
leasing  equipment  pursuant  to  Sections  3.2(c)  and  3.2(d));

               (iv)     Permitted  Shareholder  Expenses;

               (v)     the  past  due  Management  Fee  compensation owed to the
Professional  Business  Manager  pursuant  to  Section  5.1  hereof;

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

               (vii)     all  remaining  Practice  Expenses  and  Shareholder
Expenses.

          Notwithstanding  the  foregoing  priorities  of payment, the Permitted
Shareholder  Expenses  (other  than  the expenses arising out of the President's
Employment Agreement) and other Shareholder Expenses shall be paid at the end of
each consecutive 12-month period of this Agreement unless otherwise consented to
by  the  Professional  Business  Manager.

          (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  3.10.  The special power of attorney granted herein
shall  be  coupled  with  an  interest  and  shall  be  irrevocable  except with
Professional  Business  Manager's  written  consent,  which  shall  be  provided
immediately  in  the  event  the Professional Business Manager is terminated for
cause pursuant to Section 6.2(a) below.  The irrevocable power of attorney shall
expire  when this Agreement has been terminated, all accounts receivable payable
to Professional Business Manager pursuant to this Agreement have been collected,
and  all Management Fees due to Professional Business Manager have been paid. If
Professional  Business  Manager  assigns  this  Agreement in accordance with its
terms,  the  Practice shall execute a power of attorney in favor of the assignee
in  a  form  acceptable to Professional Business Manager.  Professional Business
Manager  shall  not  make  any withdrawal from the Professional Practice Account
unless  expressly  authorized  in  this  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.

                                       17
<PAGE>

     3.11     Fiscal  Matters.
              ---------------

          (a)     Annual Budget.  The initial annual Budget shall be agreed upon
                  -------------
by the parties before the execution of this 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
with  respect to the Practice Locations.  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
Agreement)  increased  or  decreased  by one of the following, whichever is most
appropriate  relative  to  the  particular  item  of income or expense: (i)  the
increase  or  decrease  from  the  prior  year  in  the  Consumer  Price Index -
Health/Medical  Services  for  the  relevant  region;  or (ii) the proportionate
increase  or decrease in mutually agreed upon personnel costs as measured by the
increase  or  decrease in full-time-equivalent personnel.  The Practice Advisory
Council  may revise or modify the Budget from time to time during the applicable
fiscal  year  to  reflect  changing  circumstances  affecting  the  Practice.
Additionally, notwithstanding the above, no change in an adopted Budget shall be
contrary  to the terms and spirit of this Agreement nor shall it have any effect
on  the  Management  Fee  or  Permitted Shareholder Expenses 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 at the
Practice  Locations, 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 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 at the Practice Locations 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.

                                       18
<PAGE>

          (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 only as permitted by law 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 at the Practice Locations, 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 at the Practice
Locations.  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  at  the  Practice  Locations.

3.14     Confidential  and  Proprietary  Information.
         -------------------------------------------

          (a)     Professional  Business  Manager  agrees  that  it  shall  not
disclose  any  Confidential Information of the Practice to other persons without
the Practice's express written authorization, that such Confidential Information
shall  not be used in any way detrimental to the Practice, and that Professional
Business  Manager  will keep such Confidential Information confidential and will
ensure  that  its  affiliates  and advisors who have access to such Confidential
Information comply with these nondisclosure obligations;

                                       19
<PAGE>

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 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 so long as the
information  provided  is not precluded from being shared by applicable state or
federal  law.  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.

          (c)     Notwithstanding  anything  contained  herein  to the contrary,
Professional  Business  Manager,  its employees and agents shall comply with the
requirements  set  forth  in the HIPAA Addendum attached hereto as Exhibit 3.14.

     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  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  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.  Should only the Practice choose to obtain key person life
and  disability  insurance,  the  Practice  shall pay all premiums as a Practice
Expense  and  shall  receive  all  proceeds.  Further,  if only the Professional
Business Manager chooses to obtain such insurance, Professional Business Manager
shall  pay  all  premiums  as  a Professional Business Manager Expense and shall
receive the proceeds.  The Practice shall cause its Professionals to submit to a
medical  examination  necessary  to  obtain  such  insurance.

     3.16     No  Warranty  or  Representations.  The Practice acknowledges that
              ---------------------------------
Professional  Business  Manager  has  not  made and will not make any express or
implied  warranties  or representations that the Management Services provided by
Professional  Business  Manager will result in any particular amount or

                                       20
<PAGE>

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 professional 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 at
the  Practice  Locations.  Subject  to  the  Practice's  written  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 Practice
Locations.  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
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 area in which
the  Practice  operates.

                                   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 at the Practice
Locations.  The  Practice  shall  retain  that  number  of  Professionals at the
Practice  Locations  as  are  reasonably  necessary  and appropriate in the sole
discretion  of  the Practice for the provision of Professional Eye Care Services
at  the  Practice  Locations  and shall determine their assignment and scheduled
hours  of  practice  at  the  Practice  Locations.  The  Practice  shall provide
Professional  Eye  Care  Services  to the Office's patients in compliance at all
times  with  ethical standards, 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 at the Practice
Locations  is  licensed  in  each  jurisdiction 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 Practice Locations
(the  "Continuous  Quality  Improvement  Program").  The  Continuous  Quality
Improvement  Program  shall  be  designed  to  promote and maintain quality care
consistent  with  accepted  practices  prevailing  from time to time in the area
where  each  Practice  Location  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  and  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

                                       21
<PAGE>

the  Practice, and no other Professional shall be permitted to use or occupy the
Office  without  the prior written consent of Professional Business Manager. The
Parties  agree  that  it  may be necessary from time to time for the Practice to
engage  the  services  of  part-time  professionals  in  the  Office.

4.3     Employment  of  Professionals;  Optical  Technicians. Subject to Section
        ----------------------------------------------------
3.13  hereof,  the  Practice  shall be responsible for the hiring, compensation,
supervision,  evaluation,  and  termination of all Professionals at the Practice
Locations.  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 the form mutually acceptable to the Practice and the Professional
Business Manager ("Employment Agreement") containing a restrictive covenant (the
"Restrictive  Covenant").  The  Practice  further  represents,  warrants  and
covenants  that,  concurrent  with  the  execution  hereof, the President of the
Practice will enter into an Employment Agreement in the form attached as Exhibit
4.3B  which  agreement  shall remain in force and effect during the term of this
Agreement  without  amendment  unless  terminated  in accordance therewith.  The
President  shall  devote  his  full  time  and attention to the operation of the
Practice  and  shall  not provide optometric services other than at the Practice
Locations. The Parties acknowledge that although the Optical Technicians will be
employed by the Professional Business Manager, the primary duties of the Optical
Technicians  will  be  to  assist  the  Professionals with Professional Eye Care
Services.  If  requested  by the Professional Business Manager, and the Practice
in  its  reasonable  discretion  determines  that  time  permits,  such  Optical
Technicians  may  from  time  to time perform services which benefit the optical
retail location adjacent to the Practice Location, provided that during the time
the  Optical  Technicians are assisting with Professional Eye Care Services, the
Optical  Technicians  shall  remain  under  the  control  and supervision of the
Practice.  Notwithstanding the services that the Optical Technicians may provide
to  the Professional Business Manager, the expenses incurred by the Professional
Business Manager in providing the Optical Technicians shall be Practice Expenses
for  which the Professional Business Manager shall be entitled to reimbursement.

     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  at  the  Practice  Locations  must  (i)  have and maintain a valid and
unrestricted  license to practice optometry or ophthalmology in the jurisdiction
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  Office  is located, and (iii) provide on a continual basis, quality care to
its  patients.  Without  limiting  the generality of the foregoing, the Practice
shall  not,  and  the  Practice shall not permit any Professional engaged by the
Practice to, engage in activities which shall be deemed "unprofessional conduct"
within  the  meaning of Section 430-

                                       22
<PAGE>

4-.01  of  the  Georgia  optometric  code (herein referred to as "Unprofessional
Conduct"),  including  without  limitation,  the  following  activities:

          (a) Continuing to practice optometry while suffering from any physical
     or  mental  disease  or  disability  which  renders the further practice of
     optometry  dangerous  to  patients  or  the  public;

          (b)     Habitual  intemperance in the use of ardent spirits, narcotics
or  stimulants  to  such an extent as to render the licensed doctor of optometry
unfit  for  the  careful  performance  of  his  professional  duties;

          (c)     The  intentional  making  of  any  fraudulent,  misleading, or
deceptive  statement  in  any form of advertising connected with the practice of
optometry, including but not limited to the tactic of "bait and switch", whereby
a product or service is advertised for a specific price but the consumer must in
fact  purchase  additional products or product or service previously advertised;

          (d)     Making  untruthful  or  improbable statements or flamboyant or
extravagant  claims  concerning  the licensed doctor of optometry's skills which
are  likely  to  deceive  the  public;

          (e)  Assisting  any  person  other  than  another  licensed  doctor of
     optometry  or  a  doctor of medicine skilled in diseases of the eyes in the
     prescribing  or  fitting of a contact lens for a patient, unless the person
     so  assisted  is under his direct, personal supervision while upon the same
     premises.  In  releasing  a  prescription  for  contact lens all parameters
     necessary  for  fabrication  of  the  lens  must  be  included;

          (f)  Practicing  or  continuing to practice optometry under, or use in
     connection  with  his  practice  of  optometry, any assumed name, corporate
     name,  trade  name,  or  any  name  other  than  the name under which he is
     licensed  to practice optometry in Georgia except as specifically permitted
     under  Section  430-4-.01  of  the  Georgia  Administrative  Code:

          (g)     Publicly displaying of the licensed doctor of optometry's name
upon  or  in  any premises used for the practice of optometry, unless a licensed
doctor  of  optometry  is  actually  present  at  times  optometric services are
provided  and  unless  such  licensed  doctor of optometry is in the practice of
optometry  at  such  premises  for  a  minimum  of  four  (4)  hours  per  week;

          (h)  Failing  to  advise  each  patient  whenever consultation with an
     optometric  colleague  or  referral  for  other  professional  care  seems
     advisable;

          (i)  Failing  to  hold  in  professional  confidence  all  information
     concerning  a  patient;

          (j)     Exaggerating  the  patient's  condition  for  the  purpose  of
prescribing  or  dispensing  unnecessary  optometric  services;

          (k)  Performing  any dishonorable, unethical or unprofessional conduct
     likely  to  deceive,  defraud  or  harm  the  public;

          (l)  Consistently  misdiagnosing  or consistently prescribing improper
     therapy;

                                       23
<PAGE>

     (m)     Violating,  attempting  to  violate,  or  conspiring to violate any
provision  of  the laws or rules pertaining to the practice of optometry in this
State;

     (n)     Failing  to provide adequate safeguards against patient abandonment
as  contemplated  in  Section  430-4-.01  of  the  Georgia  Administrative Code.

     (o)     Assisting,  allowing,  or  permitting  an  unlicensed person, firm,
association  or  corporation  to  practice  optometry  in  this  State;

     (p)     Accepting  any  direct  or  indirect  payment,  gift,  or  other
remuneration  of  any  optometric  service  not  actually  rendered;

     (q)     Placing his license at the disposal or in the service or control of
any  person, firm, association or corporation not licensed to practice optometry
in  this  State;

     (r)     Entering into any agreement that allows an unlicensed person, firm,
association,  or  corporation  to control or attempt to control the professional
judgment  as  more  specifically  set  forth in Section 430-4-.01 of the Georgia
Administrative  Code  including,  without  limitation,  setting or attempting to
influence  the  professional  fees  of  a  doctor  of  optometry.

     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 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 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 Georgia's
statute  of  repose  (or  if  no  statute of repose exists, Georgia'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 Georgia's statute of
repose (or if no statute of repose exists, Georgia's statute of limitations) for
bringing  professional  malpractice  claims  based  upon  injuries which are not
immediately  discoverable  plus any applicable tolling periods, or (ii) ten (10)
years.  The  Practice  shall  be  responsible  for  paying  all  premiums  for
Shareholder  "tail"  insurance coverage and such coverage shall be a Shareholder
Expense;  provided, however, that the Practice may cause its Professionals to be
responsible  for  paying  the  premiums  for  such  "tail"  insurance  coverage.

     4.6     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

                                       24
<PAGE>

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 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
Agreement  and  that  in the process of providing services under this 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 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 Restricted
Period  (as  hereinafter  defined)  other than if terminated by the Practice for
cause,  the Practice shall not directly or indirectly, engage in any activity or
own  (excluding  ownership  of  less  than one percent (1%) of the equity of any
publicly  traded  entity  and  excluding  ownership  of  the  common  stock  of
Professional  Business  Manager),  manage, operate, control, contract with, lend
funds  to, lend its name to, maintain any interest whatsoever in, or be employed
by, any enterprise (i) having to do with the provision, distribution, promotion,
or  advertising of any type of management or administrative services or products
to  third  parties  in  competition with Professional Business Manager, within a
three (3) mile radius of any Practice Location; 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 hereunder in competition with
Professional  Business  Manager  within  a three (3) mile radius of any Practice
Location  or  (iii)  the  sale of optical retail goods (e.g., frames, lenses and
contact  lenses)  within  a  three  (3)  mile  radius  of any Practice Location.
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
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 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.  The term "Restricted Period"
shall  mean  the  period  commencing  on  the date hereof and ending as follows:

           (i)  if  this  Agreement  is  terminated  on  or  before  the  first
anniversary  hereof,  the  period shall end twelve (12) months after the date of
termination  of  this  Agreement;

                                       25
<PAGE>

           (ii)  if this  Agreement  is  terminated  within  the after the first
     anniversary  of  the date hereof and prior to the second anniversary of the
     date  hereof, the period shall extend after the date of termination of this
     Agreement for that number of days equal to the days between the date hereof
     and  the  date  of  termination  of  this  Agreement;  or

          (iii)  if this Agreement is terminated after the second anniversary of
the  date hereof, the period shall end twenty-four (24) months after the date of
termination  of  this  Agreement.

          (b)     The  Practice  understands  and acknowledges that Professional
Business  Manager  shall  suffer  severe  harm  in  the  event that the Practice
breaches  any  obligation  of  Section  4.7,  in  addition to any other remedies
available  under  this  Agreement,  at  law  or in equity, Professional Business
Manager  shall be entitled to enforce this Agreement by injunctive relief and by
specific  performance  of the Agreement, such relief to be without the necessity
of  posting  a  bond,  cash or otherwise.  Additionally, nothing in this Section
4.7(b)  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.

     4.8     Name, Trademark.  The Practice covenants and agrees that during the
             ---------------
term  of this Agreement, the Practice shall conduct its professional practice at
the  Practice  Locations under the name of, and only under the name of  "Michael
J.  Martin,  O.D.  &  Associates,  P.C."  (unless  otherwise  consented  to  by
Professional  Business  Manager)  and  that  such  name is, or will be, duly and
timely  registered, qualified, or licensed under the laws of the jurisdiction in
which  they  are  being  used.  The  Practice  covenants  and  promises that 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

                                       26
<PAGE>

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  at  the  Practice
Locations,  and  the  Practice  may  at  its sole discretion reject or otherwise
refuse  to  enter  into  any  such  contractual  arrangement.

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

      4.12     Shareholders'  Undertaking.  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, among other things, agree to cause the
Practice  to  abide  by the covenants not to compete described in Section 4.7 of
this  Agreement

     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  or subleases of Office facilities or locations.

                                       27
<PAGE>

                                    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
management fee as set forth in Exhibit 5.1 (as may be amended from time to time)
The  Parties  agree  that  in  the  event that additional Practice locations are
opened,  or some of the Practice locations are abandoned, the management fee set
forth  on  Exhibit 5.1 shall be adjusted as mutually agreed upon by the Parties.

     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 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 advance Office
Expenses  and  in  providing  the  support  services,  personnel,  marketing,
management,  administration,  and  other items and services that are the subject
matter  of  this 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  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

                                       28
<PAGE>

implement  the resolution without further action. At the request of Professional
Business  Manager  or  the  Practice,  the  Practice Advisory Council shall make
recommendations  to  Professional  Business  Manager with respect to any dispute
concerning  a  set  off  or  reduction  in  Management  Fees.

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

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

                                   ARTICLE VI

                              TERM AND TERMINATION
                              --------------------

     6.1     Initial  and  Renewal Term.  The Term of this Agreement will be for
             --------------------------
an  initial  period  of  ten  (10)  years after the effective date, and shall be
automatically  renewed for successive five (5) year periods thereafter, provided
that  neither  Professional  Business  Manager nor the Practice shall have given
notice of its desire not to renew this Agreement at least sixty (60) days before
the  end of the initial term or any renewal term, or unless otherwise terminated
as  provided in Section 6.2 of this Agreement.  Notwithstanding any provision to
the  contrary,  the  rights  and  obligations of the Parties with respect to any
Practice  Location  shall terminate upon the termination of the underlying lease
or  sublease  pursuant  to  which  the  Practice  operates  such  Office.

     6.2     Termination.
             -----------

          (a)     Termination  by  the  Practice.  The  Practice may immediately
                  ------------------------------
terminate  this  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
within  thirty  (30)  days;

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

                                       29
<PAGE>

          (b)     Termination  by  Professional  Business Manager.  Upon written
                  ------------------------------------------------
notice  pursuant  to  Section 8.3, Professional Business Manager may immediately
terminate  this Agreement at its discretion,  upon thirty (30) days prior notice
for  any  reason,  or  immediately  for  the  following  reasons:

               (i)     The  revocation,  suspension, cancellation or restriction
of  any  Shareholders'  license  to  practice  optometry  in  Georgia 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 within thirty
(30)  days;

               (iii)     If  the  Practice  fails  to  comply  with any material
provision  of  this Agreement, or any other agreement with Professional Business
Manager, or the President fails to comply with the provisions of the President's
Employment  Agreement, and does not correct such failure within thirty (30) 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's 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  Agreement;

               (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;  or

               (vi)     The  Practice and the Professional Business Manager fail
to agree upon the Management Fee after the initial eighteen month period  or any
subsequent  one  (1) year period in accordance with Exhibit 5.1 attached hereto.

     (c)     Individual  Practice  Location.  Professional  Business Manager may
             ------------------------------
terminate  its  obligation  with regard to any individual Practice Location upon
thirty  days'  prior  written  notice  to  the  Practice.

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

          (e)     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

                                       30
<PAGE>

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
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  Agreement  or  which  shall  make  this  Agreement  or  any related
agreements  unlawful  or  unenforceable, 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 Agreement that complies with the
law,  regulation,  policy,  finding, ruling, or decree, 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 thirty (30) days, this
Agreement  shall  be  terminated  upon thirty (30) days written notice by either
Party  to  the  other.

     6.3     Effects  of  Termination.
             ------------------------

          (a)     Obligation  After  Termination.     Upon  termination  of this
                  -------------------------------
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  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 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  Agreement  terminates pursuant to Section 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
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  Agreement, including, without limitation, ten percent (10%) of such
cash  collections  as its Management Fee during any period after the termination
of  this  Agreement  while  such collections are taking place and any reasonable
costs

                                       31
<PAGE>

incurred  by  Professional Business Manager in carrying out the post termination
procedures  and  transactions  contemplated  herein;  and

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

          (c)     Surrender  of  Books After Termination. Upon the expiration or
                  ---------------------------------------
termination  of  this 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     Limitation  of Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE
             ------------------------
TO THE OTHER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS,
ARISING  OUT  OF  OR  RELATED  TO  THIS  AGREEMENT  OR THE PERFORMANCE OR BREACH
THEREOF,  EVEN  IF  THE  PARTIES  HAVE  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  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  acts  or  omissions  or  misconduct 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  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  acts  or  omissions or
misconduct  of  Professional  Business  Manager  or its 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
Agreement

     7.3     Notice of Claim for Indemnification.  No claims for indemnification
             -----------------------------------
under  this  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,

                                       32
<PAGE>

to  the  extent  known  by the Party giving such notice, the facts on which such
claim  is  based  and  the  resulting  estimated  amount  of  damages.

     7.4     Matters  Involving  Third  Parties.
             ----------------------------------

          (a)     If  the  Practice  or  Professional  Business Manager receives
notice  or  acquires  knowledge  of any matter which may give rise to a claim by
another  person  and  which may then result in a claim for indemnification under
this  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 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  Agreement.

                                       33
<PAGE>

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

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


                                  ARTICLE VIII

                                  MISCELLANEOUS
                                  -------------

     8.1     Administrative  Services  Only.  Nothing  in  this  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 Agreement shall be
construed  to  permit Professional Business Manager to engage in the practice of
optometry,  it  being the sole intention of the Parties hereto that the services
to  be  rendered to the Practice by Professional Business Manager are solely for
the  purpose  of providing non-optometric management and administrative services
to  the  Practice  so  as  to  enable  the  Practice to devote its full time and
energies  to  the professional conduct of its professional eye care practice and
provision  of  Professional  Eye  Care  Services  to  its  patients.

     8.2     Status  of  Independent  Contractor.  The Practice and Professional
             -----------------------------------
Business  Manager  and their shareholders are not, and shall not be deemed to be
by  virtue  of this Agreement, joint venturers, partners, employees or agents of
each  other  (except as expressly provided in this 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  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:

                                       34
<PAGE>

                        The Practice: Michael J. Martin, O.D. & Associates, P.C.
                                                             2011 Northlake Mall
                                                          Atlanta, Georgia 30345
                                                 Attention: Michael Martin, O.D.

                                                        with a copy: Marvin Coan
                                         Kentucky Home Life Building, 17th Floor
                                                          238 South Fifth Street
                                                      Louisville, Kentucky 40202

                                 Professional Business Manager: EyeMasters, Inc.
                                                               11103 West Avenue
                                                        San Antonio, Texas 78213
                                              Attention: Chief Financial Officer

                                        with a copy to: Cox & Smith Incorporated
                                                        112 E. Pecan, Suite 1800
                                                        San Antonio, Texas 78205
                                 Attention: J. Daniel Harkins or Steven A. Elder

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  Agreement shall in all respects be governed,
             --------------
interpreted  and  construed  in accordance with the laws of the State of Georgia
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  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 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  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
Agreement with the Practice's consent, which shall not be unreasonably withheld;
(c)  pursuant  to  a  transfer  or  assignment  of  this  Agreement  to  one  of
Professional Business Manager's subsidiaries; affiliates, or sister corporations
or  (d)  pursuant to any transfer or assignment to or by any financial lender of
the  Professional  Business  Manager,  and  this Agreement is subordinate to the
rights  of

                                       35
<PAGE>

such  lender.  After  such  assignment and transfer, the Practice agrees to look
solely  to  such  assignee  or  transferee  for  performance  of this Agreement.

     8.7     Arbitration.  Any  and  every dispute of any nature whatsoever that
             -----------
may  arise  between  the  Parties,  whether sounding in contract, statute, tort,
fraud,  misrepresentation,  discrimination or any other legal theory, including,
but  not  limited  to,  disputes  relating  to  or  involving  the construction,
performance  or  breach  of  this  Agreement  or any other agreement between the
Parties,  whether  entered  into prior to, on, or subsequent to the date of this
Agreement, or those arising under any federal, state or local law, regulation or
ordinance,  shall  be  determined  by binding arbitration in accordance with the
then-current  commercial  arbitration  rules  of  the  American  Arbitration
Association,  to  the  extent  such rules do not conflict with the provisions of
this  paragraph.  If  the  amount  in controversy in the arbitration exceeds Two
Hundred  Fifty  Thousand  Dollars  ($250,000), exclusive of interest, attorneys'
fees  and  costs,  the  arbitration  shall  be conducted by a panel of three (3)
neutral  arbitrators.  Otherwise, the arbitration shall be conducted by a single
neutral arbitrator.  The Parties shall endeavor to select neutral arbitrators by
mutual  agreement.  If  such  agreement  cannot  be  reached  within thirty (30)
calendar  days after a dispute has arisen which is to be decided by arbitration,
any  Party  or  the  Parties  jointly  shall  request  the  American Arbitration
Association  to submit to each Party an identical panel of fifteen (15) persons.
Alternate strikes shall be made to the panel, commencing with the Party bringing
the claim, until the names of three (3) persons remain, or one (1) person if the
case is to be heard by a single arbitrator.  The Parties may, however, by mutual
agreement,  request  the  American  Arbitration Association to submit additional
panels  of  possible  arbitrators.  The  person(s)  thus  remaining shall be the
arbitrator(s)  for such arbitration.  If three (3) arbitrators are selected, the
arbitrators  shall  elect a chairperson to preside at all meetings and hearings.
The  arbitrator(s), or a majority of them, 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. Sec.Sec. 1-16, and
judgment  upon  the  award  rendered  by the arbitrator(s) may be entered by any
court  having  jurisdiction  thereof. The arbitrators shall have no authority to
award punitive or exemplary damages or any statutory multiple damages, and shall
only  have  the  authority  to  award  compensatory  damages, arbitration costs,
attorney's  fees,  declaratory  relief,  and  permanent  injunctive  relief,  if
applicable.  Unless  otherwise  agreed  by the parties, the arbitration shall be
held  in  Dallas,  Texas.  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

                                       36
<PAGE>

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  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 Agreement, the prevailing Party shall
be  entitled  to  recover  the  costs  and  expenses of such action so incurred,
including,  without  limitation,  reasonable  attorneys'  fees.

     8.11     Gender  and  Number.  Whenever  the  context  of  this  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  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  Agreement.

     8.13     Consents,  Approvals,  and  Exercise of Discretion.  Whenever this
              --------------------------------------------------
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 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 Agreement.  Notwithstanding
the same, the Parties hereto agree to continue this 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 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 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
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

                                       37
<PAGE>

Agreement is in violation of applicable law, then the Parties agree to negotiate
in good faith to amend the Agreement, to the extent possible consistent with its
purposes,  to  conform  to  law.

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

     8.17     Divisions  and  Headings.  The  division  of  this  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  Agreement.

     8.18     Amendments  and  Execution.  This  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 an
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 Agreement, all licenses, permits and certificates required by
law  which  are  applicable  to  the performance of their respective obligations
pursuant  to  this  Agreement.

     8.20     No  Third  Party  Beneficiaries.  Except  as  otherwise  provided
              -------------------------------
herein,  this  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  Agreement.

     8.22     Language  Construction.  The  Practice  and  Professional Business
              ----------------------
Manager  acknowledge  that  each  Party hereto and its counsel have reviewed and
revised  this  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  Agreement.

     8.23     Entire  Agreement.  With  respect  to  the  subject matter of this
              -----------------
Agreement,  this 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  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 Agreement, the Parties
rely  solely upon the representations and agreements contained in this Agreement
and  no  others.

                                       38
<PAGE>

     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  Agreement in their respective names.

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


                                                                  "The Practice"
                                     MICHAEL J. MARTIN, O.D., & ASSOCIATES, P.C.

                                                                             By:
                                                 Michael Martin, O.D., President




                                                 "Professional Business Manager"
                                                                EYEMASTERS, INC.


                                                                             By:
                             Title: ____________________________________________


                                       39
<PAGE>

                                    EXHIBIT A
                               PRACTICE LOCATIONS

     Address                             Monthly  Rental  Rate


Town  Mall                                       $1,980
400  Barrett  Parkway,  Ste.  #158
Kennesaw,  GA  30144

Stonecrest                                       $1,610
2929  Turner  Hill  Road,  SP  2625
 Lithonia,  GA  30038

Cumberland                                       $1,880
1245  Cumberland  Mall
 Atlanta,  GA  30339

Northlake                                        $1,570
2011  Northlake  Mall
 Atlanta,  GA  30345

Perimeter                                        $2,250
4400  Ashford  Dunwoody  Road
 Atlanta,  GA  30346

Gwinnet                                          $1,680
2100  Pleasant  Hill  Road,  SP  H10-1
 Duluth,  GA  30096

Southlake                                        $1,730
2402  Southlake  Mall
 Morrow,  GA  30260

North  Point                                     $2,230
1000  North  Point  Circle,  SP  1014
Alpharetta,  GA  30022


                                       40
<PAGE>
                                  EXHIBIT 3.14

                                 HIPAA ADDENDUM

     Practice  is  receiving  and  Professional  Business  Manager  is providing
business  management  services  in  connection  with  the operation of Practice,
pursuant  to  the terms of the Professional Business Management Agreement.  This
Addendum  sets  forth  certain terms that will apply to the relationship between
Practice  ("Health  Care Provider") and Professional Business Manager ("Business
Associate") including that relationship arising out of the Professional Business
Management  Agreement,  and  which  are  required  by  the  privacy  regulations
promulgated pursuant to the Health Insurance Portability and Accountability Act,
as  amended  ("HIPAA").  The  parties  agree  as  follows:

1.     DEFINITIONS.  Unless  otherwise  specified  in  this  Addendum,  all
       -----------
capitalized  terms not otherwise defined shall have the meanings established for
       ---
purposes  of  Title  45, Parts 160 and 164, of the United States Code of Federal
Regulations,  as  amended from time to time.  For purposes of clarification, the
following  terms  shall  have  the  definitions  as  set  forth  herein  below:

     1.1  "Privacy  Standards"  shall  mean  the  Standards  for  Privacy  of
     Individually  Identifiable  Health  Information as codified in 45 CFR Parts
     160  and  164.

     1.2  "Security  Standards"  shall  mean  the  Security  Standards  for  the
     Protection of Electronic Protected Health Information as codified in 45 CFR
     Parts  160  and  164.

     1.3  "Protected  Health  Information"  or "PHI" shall mean any information,
     whether  oral  or  recorded  in any form or medium: (i) that relates to the
     past, present, or future physical or mental condition of an individual; the
     provision  of health care to an individual; or the past, present, or future
     payment  for  the  provision of health care to an individual; and (ii) that
     identifies  the  individual,  or  with respect to which there is reasonable
     basis  to  believe  the information can be used to identify the individual,
     and  shall have the meaning given to such term in the Privacy Standards and
     in  the  Security  Standards.

2.     BUSINESS  ASSOCIATE  OBLIGATIONS.  Business  Associate  may  receive from
       --------------------------------
Health Care Provider health information that is protected under applicable state
and/or  federal law, including without limitation, Protected Health Information.
Business  Associate  agrees  not  to  use  or  disclose  (or  permit  the use or
disclosure  of)  PHI  in  a  manner  that  would violate the requirements of the
Privacy Standards or the Security Standards if the PHI were used or disclosed by
Health  Care  Provider  in  the  same  manner.  Business  Associate  shall  use
appropriate  safeguards  to  prevent  the use or disclosure of PHI other than as
expressly  permitted  under  this  Addendum.

3.     USE  OF  PHI.  Business Associate may use PHI only (i) for the purpose of
       ------------
performing services for Health Care Provider as such services are defined in the
Professional Business Management Agreement, and (ii) as necessary for the proper
management  and  administration  of  the  Business Associate or to carry out its
legal  responsibilities, provided that such uses are permitted under federal and
state  law.  Health Care Provider shall retain all rights in the PHI not granted
herein.

4.     DISCLOSURE  OF  PHI.  Business Associate may disclose PHI as necessary to
       -------------------
perform its obligations under the Professional Business Management Agreement and
as  permitted  by  law, provided that Business

                                       41
<PAGE>

Associate  shall  in such case: (a) obtain reasonable assurances from any person
to  whom  the  information  is  disclosed  that it will be held confidential and
further  used and disclosed only as required by law or for the purpose for which
it was disclosed to the person or entity; (b) agree to immediately notify Health
Care  Provider  of  any instances of which it is aware that PHI is being used or
disclosed  for  a purpose that is not otherwise provided for in this Addendum or
for  a  purpose not expressly permitted by the Privacy Standards or the Security
Standards;  and (c) obtain reasonable assurances that all disclosures of PHI are
subject  to  the principle of "minimum necessary use and disclosure," i.e., only
the  minimum  PHI  that  is  necessary to accomplish the intended purpose may be
disclosed.  In addition, Business Associate may disclose PHI as required by law.
If  Business  Associate  discloses  PHI  received  from Health Care Provider, or
created  or received by Business Associate on behalf of Health Care Provider, to
agents,  including  a  subcontractor  (collectively,  "Recipients"),  Business
Associate  shall require Recipients to agree in writing to the same restrictions
and  conditions  that  apply  to  the  Business  Associate  under this Addendum.
Business Associate shall report to Health Care Provider any use or disclosure of
PHI not permitted by this Addendum, of which it becomes aware, such report to be
made  within  five (5) days of the Business Associate becoming aware of such use
or  disclosure.  Business  Associate agrees to mitigate, to the extent practical
and  unless  otherwise requested by Health Care Provider in writing, any harmful
effect  that  is  known  to  Business  Associate  and  is the result of a use or
disclosure  of  PHI  in  violation  of  this  Addendum.

5.     INDIVIDUAL  RIGHTS.  If  Business Associate maintains a Designated Record
       ------------------
Set  on  behalf  of Health Care Provider, Business Associate shall (a) permit an
individual  to  inspect  or  copy PHI contained in that set about the individual
under  conditions  and limitations required under 45 CFR Sec. 164.524, as it may
be amended from time to time, and (b) amend PHI maintained by Business Associate
as  requested  by Health Care Provider.  Business Associate shall respond to any
request  from  Health  Care Provider for access by an individual within five (5)
days  of  such  request  and  shall  make any amendment requested by Health Care
Provider  within  ten  (10)  days  of  such  request.  The  information shall be
provided  in  the  form or format requested, if it is readily producible in such
form or format, or in summary, if the individual has agreed in advance to accept
the  information  in summary form.  A reasonable, cost-based fee for copying PHI
may  be  charged.  Business Associate shall accommodate an individual's right to
have access to PHI about the individual in a Designated Record Set in accordance
with  the  Privacy  Standards  set  forth  at  45 CFR Sec. 164.526, as it may be
amended  from  time  to  time, unless the regulation provides for a denial or an
exception  expressly  applies.  Health  Care  Provider shall determine whether a
denial  is appropriate or an exception applies.  Business Associate shall notify
Health  Care  Provider within five (5) days of receipt of any request for access
or amendment by an individual.  Business Associate shall have a process in place
for  requests  for  amendments and for appending such requests to the Designated
Record  Set.

6.     ACCOUNTING  OF  DISCLOSURES.  Business  Associate shall make available to
       ---------------------------
Health  Care  Provider  in response to a request from an individual, information
required for an accounting of disclosures of PHI with respect to the individual,
in  accordance with 45 CFR Sec. 164.528, as it may be amended from time to time,
incorporating  exceptions  to  such  accounting designated under the regulation.
Such  accounting  is  limited to disclosures that were made in the six (6) years
prior  to the request and shall not include any disclosures that were made prior
to  the  compliance  date  of  the  Privacy Standards.  Business Associate shall
provide  such  information necessary to provide an accounting within thirty (30)
days  of  Health  Care  Provider's  request.   Such  accounting must be provided
without  cost  to  the  individual or to Health Care Provider if it is the first
accounting  requested  by  an  individual  within  any twelve (12) month period;
however,  a reasonable, cost-based fee may be charged for subsequent accountings
if  Business  Associate  informs  the  Health  Care Provider and the Health Care
Provider  informs  the  individual  in advance of the

                                       42
<PAGE>

fee,  and  the  individual  is afforded an opportunity to withdraw or modify the
request.  Such  accounting  shall  be  provided  as  long  as Business Associate
maintains  PHI.

7.     WITHDRAWAL  OF CONSENT OR AUTHORIZATION.  If the use or disclosure of PHI
       ---------------------------------------
in this Addendum is based upon an individual's specific consent or authorization
for  the  use  of his or her PHI, and (i) the individual revokes such consent or
authorization  in  writing,  (ii)  the  effective date of such authorization has
expired,  or  (iii) the consent or authorization is found to be defective in any
manner  that  renders it invalid, Business Associate agrees, if it has notice of
such  revocation  or  invalidity,  to  cease  the use and disclosure of any such
individual's  PHI  except to the extent it has relied on such use or disclosure,
or  where  an  exception  under  the  Privacy  Standards  expressly  applies.

8.     RECORDS  AND  AUDIT.  Business  Associate  shall make available to Health
       -------------------
Care  Provider  and to the United States Department of Health and Human Services
or  its  agents,  its internal practices, books, and records relating to the use
and  disclosure of PHI received from, created, or received by Business Associate
on  behalf  of  Health  Care Provider for the purpose of determining Health Care
Provider's  compliance  with the Privacy Standards and the Security Standards or
any  other  health  oversight  agency, in a timely a manner designated by Health
Care  Provider  or  the  Secretary.  Except  to  the  extent  prohibited by law,
Business  Associate  agrees  to  notify  Health  Care  Provider immediately upon
receipt  by  Business  Associate  of  any  and all requests served upon Business
Associate for information or documents by or on behalf of any and all government
authorities.

9.     NOTICE  OF  PRIVACY  PRACTICES.  Health  Care  Provider  shall provide to
       ------------------------------
Business  Associate  its Notice of Privacy Practices ("Notice") when adopted and
any  amendments  thereafter.

10.     CONFIDENTIALITY.  Business  Associate  shall  take any steps required to
        ---------------
(i)  protect  PHI  from  unauthorized  uses or disclosures and (ii) maintain the
confidentiality and integrity of PHI.  Prior to any permitted disclosure of PHI,
Business  Associate  shall  require  the person or entity to which it intends to
disclose  PHI to assume all of the same duties with respect to PHI that Business
Associate  has  under  this  Addendum.

11.     SECURITY.  Business  Associate will: implement administrative, physical,
        --------
and  technical  safeguards  that  reasonably  and  appropriate  protect  the
confidentiality,  integrity  and availability of the electronic protected health
information  that it creates, receives, maintains, or transmits on behalf of the
Health  Care Provider; ensure that any agent, including a subcontractor, to whom
it  provides  such  information  agrees  to implement reasonable and appropriate
safeguards  to protect the information; and report any security incidents to the
Health  Care  Provider,  in  accordance  with  the  Security  Standards.

12.     TERM  AND  TERMINATION.
        ----------------------
     12.1 This Addendum shall commence on the Effective Date and shall remain in
     effect  until  terminated  in accordance with the terms of this Section 12;
     provided,  however,  that  any  termination shall not affect the respective
     obligations  or  rights of the parties arising under this Addendum prior to
     the  effective  date  of  termination,  all  of  which  shall  continue  in
     accordance  with  their  terms.

                                       43
<PAGE>

12.2     Health  Care  Provider  shall have the right to terminate this Addendum
for  any  reason  upon  thirty  (30)  days written notice to Business Associate.
12.3     Health Care Provider, at its sole discretion, may immediately terminate
this  Addendum  and  shall  have  no  further  obligations to Business Associate
hereunder  if any of the following events shall have occurred and be continuing:

     (a)  Business  Associate  shall  fail  to  observe  or perform any material
     covenant  or  agreement  contained in this Addendum for ten (10) days after
     written  notice thereof has been given to Business Associate by Health Care
     Provider;  or

     (b)  A  violation  by  Business  Associate  of any provision of the Privacy
     Standards, Security Standards, or other applicable federal or state privacy
     law.

12.4     Upon the termination of the Professional Business Management Agreement,
this  Addendum  shall  also  terminate.

12.5     Upon  termination, Business Associate agrees either to return to Health
Care  Provider  or  to  destroy  all  PHI  received from Health Care Provider or
otherwise  through the performance of services for Health Care Provider, that is
in  the  possession or control of Business Associate or its agents.  In the case
of  information  for  which  it is not feasible to "return or destroy," Business
Associate  shall  continue  to  comply  with the covenants in this Addendum with
respect to such PHI and shall comply with other applicable state or federal law,
which may require a specific period of retention, redaction, or other treatment.
Termination  of  this  Addendum  shall  be  cause  for  Health  Care Provider to
terminate  the  Professional  Business  Management  Agreement.

13.     WAIVER.  No  provision  of  this Addendum or any breach thereof shall be
        ------
deemed  waived  unless such waiver is in writing and signed by the party claimed
to have waived such provision or breach.  No waiver of a breach shall constitute
a  waiver  of  or  excuse  any  different  or  subsequent  breach.

14.     ASSIGNMENT.  Neither  party  may  assign (whether by operation or law or
        ----------
otherwise)  any  of its rights or delegate or subcontract any of its obligations
under  this  Addendum  without  the  prior  written  consent of the other party.
Notwithstanding  the  foregoing,  Health  Care  Provider shall have the right to
assign  its  rights and obligations hereunder to any entity that is an affiliate
or  successor  of  Health  Care Provider, without the prior approval of Business
Associate.

15.     GOVERNING  LAW.  This  Agreement shall be governed by and interpreted in
        --------------
accordance  with  the  laws  of  the  State  of  Texas.

16.     COUNTERPARTS.  This  Addendum  may  be  executed  in  one  or  more
        ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
        ----
together  shall  constitute  one and the same document.  In making proof of this
Addendum, it shall not be necessary to produce or account for more than one such
counterpart  executed  by the party against whom enforcement of this Addendum is
sought.

                                       44
<PAGE>

                                  EXHIBIT 4.3


                        PRESIDENT'S EMPLOYMENT AGREEMENT
                        --------------------------------


     THIS EMPLOYMENT AGREEMENT (the "Agreement") made and entered into as of the
___  day  of  ____________,  2003,  by  and  between  Michael  J. Martin, O.D. &
Associates,  P.C.,  a  Georgia  professional corporation (the "Company"), or its
assigns,  and  Michael  J.  Martin,  O.D.  ("Executive");

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Executive owns 100% of the ownership interest in the Company; and

     WHEREAS,  Executive  is duly licensed to practice optometry in the State of
Georgia  and  desires  to  accept  employment  as  an employee of the Company to
practice optometry and provide certain management services as an employee of the
Company;

     WHEREAS,  the  Company  desires  to  employ  Executive  on  the  terms  and
conditions  set  forth  below;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

     1.     Employment.  The  Company  hereby  employs  Executive  to  serve  as
            ----------
President of the Company, and Executive hereby accepts such employment, upon the
terms  and  conditions  set  forth  herein.

     2.     Term.  The  term of this Agreement shall commence on the date hereof
            ----
(the  "Effective  Date")  and  shall terminate on day preceding the twenty-fifth
(25th)  anniversary  of  the  Effective Date, subject to earlier termination and
extension  as  hereinafter  provided  (the  "Term").  Thereafter, this Agreement
shall  automatically  renew  for  successive five-year terms unless either party
gives  written  notice  of  its  election not to renew at least thirty (30) days
prior  to  the  end of the then current period.  In the event of such extension,
all of the terms and conditions of this Agreement shall remain in full force and
effect.

     3.     Duties,  Qualifications  and  Optometric  Records.  (a)  During  the
            -------------------------------------------------
Term,  Executive  shall  serve  as the President of the Company with such title,
duties  and  responsibilities  as  established from time to time by the Board of
Directors  of  the Company (the "Board"), or such person who may be appointed by
the  Board  to  oversee  the  operations  of  the  Company.  Such  duties  and
responsibilities  shall  include,  but  not be limited to, the management of the
other  optometrists employed by the Company and the operations of the Company in
Georgia  and  such other states as the Company has operations.  Executive agrees
that  he  will devote substantially all of his full professional time, attention
and  energies  to  the  business  of  the Company, and to the performance of his
duties hereunder. Executive shall not engage in the practice of optometry except
as  an employee of the Company.  Executive will at all times report to

<PAGE>

the  Board  or  such  person  who  may  be appointed by the Board to oversee the
operations  of  the  Company  and  its  direct  and  indirect  subsidiaries  and
affiliates.  Executive  shall  abide  by  all  of  the  Company's  policies  and
procedures,  as may be adopted from time to time by the Company. Executive shall
maintain a valid and unrestricted license to practice optometry in each state or
other  jurisdiction  in  which  the  Company  provides  optometry  services.

     (b)     Executive  shall,  in accordance with the Company's policies, cause
to  be  properly  prepared and filed reports of all examinations, procedures and
other  professional services performed by himself and the other employees of the
Company.  The  ownership  and  right  of  control  of  all  reports, records and
supporting  documents  prepared  for and/or maintained by the Company belongs to
the  Company.  In  addition,  Executive  shall  promptly  submit such additional
records  as  the Company deems to be required by any third party payors.  In the
event  that Executive's employment with the Company is terminated, to the extent
that  Executive  has  any  rights in such patient records, Executive agrees that
such  rights  will  be  transferred  to,  and the records shall remain with, the
Company,  and  Executive  shall  have  no  ongoing  rights with respect thereto.

     4.     Compensation.
            ------------

     (a)     Base  Compensation.  During the term of this Agreement, the Company
             ------------------
shall  pay  to  Executive  a  salary  at  an  annual rate of $150,000 (the "Base
Salary").  The  Base  Salary  shall  be payable during the Term in substantially
equal  installments  not  less  frequently  than  monthly in accordance with the
Company's  standard  payroll policy or in such other installments as the parties
may  mutually  agree.  The  Base  Salary  shall  be  payable  during the Term in
substantially  equal installments not less frequently than monthly in accordance
with  the Company's standard payroll policy or in such other installments as the
parties  may  mutually  agree.

     (b)     Reimbursement  of Expenses.  The Company shall reimburse Executive,
             --------------------------
in  accordance  with  the  Company's policy in effect from time to time, for all
reasonable  travel,  entertainment  and  other  business  expenses  incurred  by
Executive  in  the  performance  of  his  duties and responsibilities hereunder.
Notwithstanding the foregoing, Executive shall only be entitled to reimbursement
for  continuing  education  and related expenses for only 6 days of seminars per
year  and  the  reasonable  travel  and  lodging  related  thereto.

     (c)     Net  Payments.  The  amount  of  any gross payments provided for in
             -------------
this  Agreement  shall  be paid net of any applicable withholding required under
federal,  state  or  local  law.

     5.     Benefits.  Executive  shall be entitled to receive the benefits made
            --------
available  or  applicable  from  time  to  time to the employees of the Company;
provided,  however,  that  the  receipt  of  such benefits by Executive shall be
subject  to  the Company's eligibility and enrollment requirements pertaining to
such benefit programs.  Executive shall be eligible for four weeks paid vacation
per  year  in  accordance  with  the  Company's  vacation  policy.

     6.     Confidentiality  and  Competitive  Activities.
            ---------------------------------------------

     (a)     Confidentiality.  Executive acknowledges that during his employment
             ---------------
with  the  Company,  the  Company  has  and will continue to disclose to him the
confidential  affairs  and  proprietary  information  of  the  Company  and  its
subsidiaries and affiliates which is developed by and belongs to the Company and

                                        2
<PAGE>

its  subsidiaries and affiliates, including matters of a business nature such as
information  about  costs,  profits,  markets,  sales,  trade secrets, potential
patents  and  other  business  ideas, customer lists, supplier and vendor lists,
plans  for future developments and/or acquisitions, and information of any other
kind  not  known  within  the  optometric and optical professions or the optical
retail  industry  generally  (collectively,  "Confidential Matters").  Executive
further acknowledges that the Company would not hire Executive or disclose these
Confidential Matters to Executive without the promises made by Executive in this
Section  6.  In  light  of  the  foregoing,  Executive  agrees:

          (i)  To  keep  secret  all  Confidential  Matters and the confidential
affairs  and  proprietary  information of any third party to whom the Company is
bound by a confidentiality agreement, and not to disclose them to anyone outside
of  the  Company or its subsidiaries or affiliates, or otherwise use them or use
his knowledge of them for his own benefit or for the benefit of any third party,
including,  without  limitation,  use  of  the  trade  secrets,  trade  names or
trademarks  of  the  Company,  either  during or after the Term, except with the
Company's  prior  written  consent;  and

          (ii)  To  deliver  promptly  to  the Company at the termination of the
Term,  or  at any time the Company may request, all memoranda, notices, records,
reports and other documents (and all copies thereof) relating to the business of
the Company or any of its subsidiaries or affiliates, including, but not limited
to,  Confidential  Matters, which he may then possess or have under his control.

     Notwithstanding  any of the foregoing, the term "Confidential Matters" does
not  include  information  which  (i)  is  or becomes generally available to the
public  other  than as a result of any disclosure by Executive or (ii) Executive
is  compelled  to disclose by judicial or administrative process; provided, that
in  the  case  of  any such requirement or purported requirement Executive shall
provide written notice to the Company prior to producing such information, which
notice  shall  be  given  at  least  ten  (10)  days  prior  to  producing  such
information,  if practicable, so that the Company may seek a protective order or
other  appropriate  remedy.

     (b)     Competitive  Activities.  Executive  expressly  recognizes  and
             ------------------------
acknowledges that the terms and condition of this Section 6(b) are reasonable as
to  the  time,  area,  and scope of restricted activity necessary to protect the
legitimate interests of the Company, and are not unduly burdensome to Executive.
During  the  Restricted  Period  (as  hereinafter defined), Executive shall not,
directly  or  indirectly  (whether  for  compensation or otherwise), alone or as
officer,  director, stockholder (excepting stockholdings for investment purposes
of  not  more  than  1%  in  securities  of publicly held and traded companies),
partner,  associate,  employee,  agent, principal, creditor, guarantor, trustee,
salesman,  consultant,  or any other capacity, take any action in or participate
with  or  become interested in or associated with any person, firm, partnership,
corporation  or other entity whatsoever that is engaged in the optometric and/or
optical  professions  and/or the business of the retail sale of optical goods in
any  of  the  geographic  areas  within  three  (3) miles of any of the practice
locations  that  is  owned, operated or managed by the Company as of the date of
termination of employment or location in which the Company has affirmative plans
(evidenced  by  documentation)  to  commence  operations  as  of  the  date  of
termination  of  employment  (such activities are hereinafter referred to as the
"Competitive  Activities"  and the restricted area is hereinafter referred to as
the  "Restricted  Area").  Notwithstanding  the  foregoing,  Executive  shall be
permitted  to  own and operate a single location for the purpose of operating an
optometric  and/or  optical practice and/or selling optical goods, provided that
such  store  is  not  affiliated  with  any  national, regional or local optical
retailer or an optometric practice that owns and operates more than one practice
location and such store location is not within a three (3) mile radius of  (i) a
location

                                        3
<PAGE>

that  is owned, operated or managed by the Company as of the date of termination
of  employment  or  (ii)  a  location in which the Company has affirmative plans
(evidenced  by  documentation)  to  commence  operations  as  of  the  date  of
termination of employment and Executive has actively participated in such plans.

     The foregoing exceptions to the prohibitions against Competitive Activities
shall not release Executive, or waive any rights of the Company with respect to,
any  of  Executive's  other covenants, obligations or duties hereunder including
without  limitation,  the  provisions  of  Section  6(a),  6(c)  and  6(d).

     (c)     Antisolicitation.  Executive  agrees  that  during  the  Restricted
             ----------------
Period,  he  will  not  influence  or  attempt  to influence patients (including
customers  with  respect  to  managed  care  plans) of the Company or any of its
present or future direct or indirect subsidiaries or affiliates, either directly
or  indirectly,  to  divert their business to any individual, partnership, firm,
corporation or other entity then in competition with the business of the Company
or  any  subsidiary or affiliate of the Company; provided this prohibition shall
not  apply  to  general advertisements in newspapers or other widely distributed
publications,  media,  or  mail,  whether  electronic  or  otherwise.

     (d)     Soliciting  Employees.  Executive agrees that during the Restricted
             ---------------------
Period,  Executive  shall  not  without the written consent of the Company, such
consent  to  be  given  only  after  Executive is no longer a shareholder of the
Company,  directly  or  indirectly contact or solicit to employ or employ any of
the then current or past employees of the Company or any subsidiary or affiliate
of  the  Company  unless  such  person  shall  have ceased to be employed by the
Company  (or its subsidiary or affiliate, as the case may be) and such cessation
of  employment  shall  have  occurred at least twelve (12) months prior thereto;
provided  this  prohibition  shall  not  apply  to  general  advertisements  in
newspapers  or  other  widely  distributed publications, media, or mail, whether
electronic  or  otherwise.

     (e)     The  term  "Restricted  Period" shall mean the period commencing on
the  Effective  Date  and  ending  as  follows:

          (i)  if  Executive's  employment is terminated (for any reason) within
          the  12-months  following the date hereof, the period shall end twelve
          (12)  months  after  the  date  of  the  termination  of  employment;

          (ii)  if  Executive's  employment is terminated (for any reason) on or
          after  the  first  anniversary  of the Effective Date and prior to the
          second  anniversary  of  the  Effective  Date, the period shall extend
          after  the  date  of termination of employment for that number of days
          equal  to  the  days  between  the  date hereof and the termination of
          Executive's  employment;  or

          (iii)  if  Executive's employment is terminated (for any reason) on or
          after  the  second anniversary of the Effective Date, the period shall
          end  twenty-four  (24)  months  after  the  date  of  termination  of
          Executive's  employment.

     7.     Remedies  for  Breach.  In  addition  to  the  rights  and  remedies
            ---------------------
provided  in Section 16, and without waiving the same, if Executive breaches, or
threatens  to breach, any of the provisions of Section 6, the Company shall have
the  following  rights  and  remedies,  in addition to any others, each of which
shall  be  independent  of  the  other  and  severally  enforceable:

                                        4
<PAGE>

     (i)     The  right and remedy to have such provisions specifically enforced
by  any  court  having  equity  jurisdiction together with an accounting for any
benefit  or  gain  by  Executive  in connection with any such breach.  Executive
specifically acknowledges and agrees that any breach or threatened breach of the
provisions  of  Section  6 will cause irreparable injury to the Company and that
money  damages  will  not  provide  an  adequate  remedy  to  the  Company,  and
accordingly  the Company shall have the right to injunctive relief in connection
with  any  such  breach  or  threatened breach.  Any injunction arising from the
exercise  of  such equity jurisdiction shall be available without the posting of
any  bond  or  other  security.

     (ii)     The  right  and remedy to require Executive to account for and pay
over  to  the Company all compensation, profits, monies, accruals, increments or
other  benefits  (hereinafter  collectively the "Benefits") derived or received,
directly  or  indirectly,  by  Executive  as  a  result  of  any  transactions
constituting  a  breach  of any of the provisions of Section 6, Executive hereby
agreeing  to  account  for  and  pay  over  the  Benefits  to  the  Company.

     (iii)     The right to terminate Executive's employment pursuant to Section
8(c).

    (iv)  Upon discovery  by  the  Company  of  a breach or threatened breach of
Section  6, the right to immediately suspend payments to Executive under Section
4,  pending  a  resolution  of  the  dispute.

     If  any covenant contained in Section 6 or any portion thereof is hereafter
construed  to  be  invalid  or  unenforceable,  the  same  shall  not affect the
remainder  of  the covenant or covenants contained therein, which shall be given
full  effect,  without  regard  to  the  invalid  portions, and any court having
jurisdiction  shall  reform  the  covenant  to the extent necessary to cause the
limitations  contained  therein  as  to  time,  geographical  area  and scope of
activity to be restrained to be reasonable and to impose a restraint that is not
greater  than  necessary  to protect the goodwill and other business interest of
the  Company and to enforce the covenant as reformed.  The parties hereto intend
to  and hereby confer jurisdiction to enforce the covenants contained in Section
6 upon the courts of any state or other jurisdiction in which any alleged breach
of any such covenant occurs.  If the courts of any of one or more of such states
or  other  jurisdictions  shall  hold  such  covenants not wholly enforceable by
reason  of  the  scope  thereof or otherwise, it is the intention of the parties
hereto  that such determination not bar or in any way affect the Company's right
to  the relief provided above in the courts of any other states or jurisdictions
as  to  breaches  of  such  covenants  in  such  other  respective  states  or
jurisdictions,  the above covenants as they relate to each state or jurisdiction
being,  for  this purpose, severable into diverse and independent covenants.  If
any court determines that such covenants are unenforceable, the Company shall be
relieved  of  all  obligations  under  this Agreement and Executive shall not be
entitled  to  any  payments  which  are  suspended  pursuant  to  Section 7(iv).

     8.     Termination  of  Agreement.
            --------------------------

     (a)     Death.  This Agreement shall automatically terminate upon the death
             -----
of  Executive.  During  the Term, if Executive's employment is terminated due to
his  death,  Executive's estate shall be entitled to receive the Base Salary set
forth  in  Section  4  accrued  through  the end of the month in which the death
occurs; provided, however, Executive's estate shall not be entitled to any bonus
payments

                                        5
<PAGE>

(except  as  otherwise  provided  in  the  applicable  bonus  plan) or any other
benefits  (except  as  provided  by  law).

     (b)     Disability.  If  Executive  is  unable  to  perform his services by
             ----------
reason  of  mental  or  physical Disability (as herein defined), the Company may
terminate this Agreement at any time. Upon termination of Executive's employment
due  to  Disability,  Executive shall be entitled to receive the Base Salary set
forth in Section 4 accrued through the date on which Executive is first eligible
to  receive  payment  of disability benefits under the employee benefit plans as
then  in  effect, and if no such plan is in effect, through the month ending one
hundred  eighty  (180) days after onset of Disability and Executive shall not be
entitled  to  any bonus payments (except as otherwise provided in the applicable
bonus  plan)  or  any  other  benefits  (except  as  provided by law).  The term
"Disability"  shall  mean  an infirmity preventing Executive from performing his
duties  for  a  period  of  more  than  three  (3)  consecutive  months where no
reasonable  accommodation is available or where a reasonable accommodation would
create  an  undue  burden  on  the Company.  Any question as to the existence of
Disability of Executive as to which Executive and the Company cannot agree shall
be  determined  in  writing  by  a  qualified  independent  physician  mutually
acceptable  to  Executive  and the Company.  If Executive and the Company cannot
agree  as  to  a  qualified  independent  physician,  each  shall appoint such a
physician  and  those  two  physicians  shall select a third who shall make such
determination  in  writing.  The  determination of Disability made in writing to
the  Company and Executive shall be final and conclusive for all purposes of the
Agreement.

     (c)     Termination For Cause.  The Company may terminate this Agreement at
             ---------------------
any  time  for  "Cause"  in  accordance  with  the  procedures  provided  below.
Termination  of  this  Agreement for "Cause" shall mean termination upon (i) the
breach of any material provision of this Agreement by Executive, (ii) commission
(not  merely  an  accusation)  of  an  act  punishable  by imprisonment which is
reasonably  likely to have a material adverse effect on the Company or interfere
with  Executive's  duties  hereunder,  (iii)  willful  and  continued failure to
substantially  perform  his duties hereunder (other than as a result of total or
partial  incapacity  due  to  physical  or mental illness), (iv) the engaging by
Executive  in conduct that is injurious to the Company, monetarily or otherwise,
including,  without  limitation,  embezzlement,  fraud,  theft,  dishonesty,
misfeasance,  insubordination, malfeasance, and neglect of duties, (v) violation
of  the Company's ethics policy or any material violation or repeated violations
by  Executive of the other policies and procedures promulgated from time to time
by  the  Company,  (vi)  current  alcohol  or drug abuse by Executive, (vii) the
suspension, revocation or cancellation of Employee's right to practice optometry
in any state or the District of Columbia, (viii) Executive ceases to be the sole
shareholder of the Company, or (ix) the termination of the Professional Business
Management  Agreement  between the Company and EyeMasters, Inc.  In the event of
termination  of Executive's employment for Cause, Executive shall be entitled to
receive  only the Base Salary set forth in Section 4 accrued through the date of
termination and he shall not be entitled to any bonus payments or other benefits
(except  as  provided  by  law).

     (d)     Other  Termination  by the Company.  The Company may terminate this
             ----------------------------------
Agreement  at  any  time  without  "Cause"  by  providing thirty (30) days prior
written  notice  to  Executive.  If the Company terminates this Agreement at any
time without Cause (i.e., other than pursuant to Section 8(b) or (8(c) above) or
the  Company  elects  not to renew the Term as provided in Section 2 hereof, the
Company  shall be obligated to pay Executive, and Executive shall be entitled to
receive only, the Base Salary set forth in Section 4 accrued through the date of
termination and he shall not be entitled to any bonus payments or other benefits
(except as provided by law). Notwithstanding the notice provided by the Company,
the

                                        6
<PAGE>

Company, in its sole discretion, may choose to immediately terminate Executive's
employment. In that event, the Company's only obligation to Executive will be to
pay the Base Salary that Executive would have received during the notice period.

     (e)     Termination  by  Executive.  Executive may terminate this Agreement
             --------------------------
upon  thirty  (30)  days prior written notice to the Company; provided, however,
Executive  shall  not be entitled to terminate this Agreement so long as he is a
shareholder of the Company.  Termination shall be effective at the expiration of
the  notice  period.  All  obligations of the Company under this Agreement shall
end  on  the effective date of termination and the Company shall have no further
obligations  under  this  Agreement,  including,  but  not limited to payment of
salary,  bonuses  or  any similar compensation or benefits.  Notwithstanding the
notice provided by Executive, the Company, in its sole discretion, may choose to
accept  Executive's  resignation immediately.  In that event, the Company's only
obligation to Executive will be to pay the Base Salary that Executive would have
received  during  the  notice  period.

     9.     Effect  of  Termination.  Upon  the  termination  of this Agreement,
            -----------------------
whether  by  the  expiration  of  the Term specified in Section 2 or pursuant to
Section 8, the rights of Executive which shall have accrued prior to the date of
such termination shall not be affected in any way.  Executive shall not have any
rights  which  have  not  previously accrued upon termination of this Agreement.

     10.     Fees.  The  Company shall have the exclusive authority to determine
             ----
the amount and nature of all fees and the procedure for establishing the fees to
be  charged  patients of the Company, even though such patients might be treated
solely  by  Executive  in  the  course of Executive's employment by the Company.

     11.     Ownership  of  Fees  and Income.  All income generated by Executive
             -------------------------------
for  Executive's  professional services and all activities related thereto shall
belong  to  the  Company,  whether paid directly to the Company or to Executive.
Executive  may  be required (and agrees upon request of the Company so to do) to
render  a  true  accounting of all transactions relating to Executive's practice
during  the  course  of  his  employment.

12.     Communications.  All  notices  and  other  communications  under  this
        --------------
Agreement  shall  be in writing and shall be deemed to have been duly given when
(a)  delivered  by  hand  (with  written  confirmation  of receipt), (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by  registered  mail,  return  receipt  requested,  or  (c) when received by the
addressee,  if  sent  by  a  nationally  recognized  overnight  delivery service
(receipt  requested),  in each case to the respective addresses set forth below,
or  to  such  other addresses as either party may have furnished to the other in
writing  in accordance herewith, except that notice of a change of address shall
be  effective  only  upon  actual  receipt;  to  the  Company:
__________________________________________,  for the attention of the President;
and  to  Executive:  _________________________________________________________.

     13.     Amendments  or  Additions.  No  amendments  or  additions  to  this
             -------------------------
Agreement  shall  be  binding  or  effective unless in writing and signed by all
parties  hereto.

     14.     Binding  Effect;  Assignability.  This  Agreement  shall be binding
             -------------------------------
upon, and shall inure to the benefit of, Executive; the obligations of Executive
hereunder  are  personal,  and  this Agreement may not be assigned by Executive.
This  Agreement  is  completely  assignable  by the Company without notice to or
consent  of Executive.  This Agreement shall be binding upon, and shall inure to
the  benefit of, the

                                        7
<PAGE>

Company and shall also bind and inure to the benefit of any successor of the
Company  by  merger or consolidation or any assignee of all or substantially all
of  its  properties.

     15.     Headings;  References.  The  headings  used  in  this Agreement are
             ---------------------
included  solely  for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.  References to a "Section" when used
without  further  attribution  shall  refer  to  the particular sections of this
Agreement.

     16.     Binding  Arbitration.  Subject  to  the rights of any party to seek
             ---------------------
injunctive  relief pursuant to Section 7 above and without waiving the same, the
parties  agree  that  all disputes, controversies or claims that may arise among
them  (including their agents and employees), arising out of or relating to this
Agreement,  or the breach, termination or invalidity thereof, shall be submitted
to, and determined by, binding arbitration.  Such arbitration shall be conducted
before  a single arbitrator pursuant to the Commercial Arbitration Rules then in
effect  of the American Arbitration Association, except to the extent such rules
are  inconsistent  with  this  Section 16.  Except as otherwise provided in this
Agreement,  the arbitrator shall apply the laws of the State of Georgia (without
regard  to  conflict  of law rules) in determining the substance of the dispute,
controversy  or  claim  and  shall decide the same in accordance with applicable
usages  and terms of trade.  The fees of the arbitration initially shall be paid
one-half  by  the Company and one-half by Executive; provided, however, that the
prevailing  party  in  any  such  arbitration  shall  be entitled to recover its
reasonable  attorneys'  fees, costs and expenses incurred in connection with the
arbitration.  Any  award pursuant to such arbitration shall be final and binding
upon  the  parties,  and  judgment on the award may be entered in any federal or
state  court  having jurisdiction.  The obligations set forth in this Section 16
shall survive the termination of this Agreement.  THE COMPANY AND EXECUTIVE EACH
KNOWINGLY  AND  VOLUNTARILY  GIVE  UP ANY RIGHT TO A TRIAL BY JURY IN CONNECTION
WITH  ANY  DISPUTE,  CLAIM  OR  CONTROVERSY  WHICH  MAY  ARISE  BETWEEN  THEM.

     17.     Miscellaneous.  No  provision  of  this  Agreement may be modified,
             -------------
waived  or discharged unless such waiver, modification or discharge is agreed to
in  writing  and  signed  by  Executive  and such officer as may be specifically
designated  by  the  Board.  No waiver by either party hereto at any time of any
breach  by  the  other  party  hereto  of,  or compliance with, any condition or
provision  of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior  or subsequent time.  No agreements or representations, oral or otherwise,
express  or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement.  The validity,
interpretation, construction and performance of this Agreement shall be governed
by  the  laws  of  the  State  of Georgia without regard to its conflicts of law
principles.

     18.     Surviving Provisions.  The obligations of the Company under Section
             --------------------
8,  of  Executive  under  Sections  3(b),  6  and 7, and of both the Company and
Executive  under  Section  16  shall  survive the expiration of the Term of this
Agreement.

     19.     Entire  Agreement.  This  Agreement  shall  constitute  the  entire
             -----------------
agreement  between  the  parties, superseding all prior agreements and all other
negotiations,  letters  of  intent,  memoranda  of  understandings,  and
representations (if any) made by and among such parties, and may not be modified
or  amended, and no waiver shall be effective, unless by written document signed
by  both  parties hereto. The Company and Executive have each had an opportunity
to  consult  with  counsel of their choice

                                        8
<PAGE>

regarding  the  terms and conditions of this Agreement, and each understands the
consequences of entering into and complying with the terms and conditions of the
Agreement.

     20.     Pronouns.  In this Agreement, the use of any gender shall be deemed
             --------
to  include  all  genders, and the use of the singular shall include the plural,
wherever  it  appears  appropriate  from  the  context.

     21.     Enforcement  Costs.  If  any  legal  action  or  other  proceeding,
             ------------------
including  arbitration,  is  brought  for  the enforcement of this Agreement, or
because  of  an  alleged  dispute,  breach,  default  or  misrepresentation  in
connection  with  any  provisions  of  this  Agreement,  the prevailing party or
parties shall be entitled to recover reasonable attorneys' fees, court costs and
all  expenses  even  if  not  taxable as court costs, incurred in that action or
proceeding,  in  addition to any other relief to which such party or parties may
be  entitled.

     22.     Severability.  The  provisions  of  this  Agreement shall be deemed
             ------------
severable  and  the  invalidity  or  unenforceability of any provision shall not
affect  the  validity  or  enforceability  of  the  other  provisions  hereof.

     23.     Counterparts.  This  Agreement  may  be  executed  in  one  or more
             ------------
counterparts,  each of which shall be deemed to be an original and all of which,
taken  together,  shall  constitute  one  and  the  same  instrument.

     IN  WITNESS  WHEREOF, the parties have executed this Agreement effective as
of  the  day  and  year  first  above  written.


                                      MICHAEL J. MARTIN, O.D. & ASSOCIATES, P.C.


                                              By_______________________________:
                                              Michael J. Martin, O.D., President



                                                                      EXECUTIVE:

                                              By_______________________________:
                                                         Michael J. Martin, O.D.


                                        9
<PAGE>

     EXHIBIT  4.12


                SHAREHOLDERS' UNDERTAKING TO MAINTAIN PRACTICE'S
              ----------------------------------------------------
                  CORPORATE EXISTENCE AND BE BOUND BY COVENANT
               --------------------------------------------------
                                 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 state of Georgia, and to  cause
the  Practice  to  abide  by  the  restrictive  covenants  in Section 4.7 of the
Professional  Business  Management  Agreement.  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 Georgia or the failure of the Practice
to  abide  by  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: _____________________, 2003                        _______________________
                                                         Michael J. Martin, O.D.

<PAGE>

                                  EXHIBIT 5.1


                              BASE MANAGEMENT FEE
                              ---------------------

During the initial 18 month period of the Agreement, the Management Fee shall be
equal  to  $3,700  per  month  for each Office location in operation during such
month;  provided,  however,  with  respect  to any Office location open during a
portion  of  such  month, the monthly management fee with respect to such Office
location  shall  be  prorated  for  the  portion of the month such Office was in
operation.  On  or  before  the  eighteenth (18th) month anniversary of the date
hereof,  and  on  or before the end of each subsequent twelve (12) month period,
the  Management Fee for the remaining term of the Agreement shall be adjusted as
may  be  mutually  agreed  to by the Parties.  In the event that the Parties are
unable  to agree upon the Management Fee (the period during which the Management
Fee  has  not  been  mutually  agreed  upon  is  hereinafter  referred to as the
"Unresolved  Period"),  then  the  Management Fee for the previous eighteen (18)
month  period  or  twelve (12) month period, as the case may be, shall remain in
effect  until the parties are able to mutually agree upon the Management Fee for
the  Unresolved  Period  and  the  Business Manager may, in its sole discretion,
terminate this Agreement at any time during such Unresolved Period in accordance
with  Section  6.2  of  the  Agreement.  Thereafter,  the  Management Fee may be
revised  only  upon  the  mutual  agreement  of  both  of  the  parties.

                                        2
<PAGE>