PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT



     This  Professional  Business Management Agreement (the "Agreement") is made
and  entered into effective as of May 25, 2003, by and between EyeMasters, Inc.,
a Delaware corporation ("Professional Business Manager"), and  S.L. Christensen,
O.D.  &  Associates, P.C., an Arizona professional corporation (the "Practice").

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

     A.     The  Practice  and the Business Manager previously entered into that
certain  Business Management Agreement, dated on or about February 26, 2000 (the
"Terminated  Business  Management  Agreement"),  pursuant  to which the Business
Manager  provided certain management services to the Practice at certain offices
located  adjacent  to  optical retail stores operating in Arizona under the name
"EyeMasters";

     B.      The  Terminated  Business Management has been terminated, effective
April  23,  2003,  in accordance with its terms and the parties hereto desire to
enter into a new management agreement, upon mutually acceptable terms, governing
the  provision  of  management  services  at  some,  but  not all, of the office
locations  previously  covered  by the Terminated Business Management Agreement;

     C.     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  "EyeMasters"  in  Arizona  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 "EyeMasters
Practice  Locations");

     D.     The  Practice  desires  to  engage  Professional Business Manager to
provide  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 EyeMasters 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:

<PAGE>

     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).

     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,  fee  schedules,  or trade secrets of the
Professional  Business Manager or of the Practice, as applicable, whether or not
such  Confidential  Information  is disclosed or otherwise made available to one
Party  by  the other Party pursuant to this 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     EyeMasters  Practice  Locations.  The  term  "EyeMasters  Practice
             -------------------------------
Locations"  shall  have  the  meaning  set  forth  in  the  Recitals.

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

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

     1.9     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,

                                        2
<PAGE>

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  EyeMasters  Practice  Locations.

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

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

     1.12     Office  Expense.  The  term "Office Expense" shall mean all direct
              ---------------
out-of-pocket  operating and non-operating expenses incurred by the Professional
Business Manager in the provision of Management Services to the Office and shall
include  all  operating  and  non-operating  expenses  incurred  by the Practice
relating  to  the  items  set  forth in this Section.  The Professional Business
Manager  shall  be  reimbursed by the Practice for any reasonable Office Expense
incurred  by  the  Professional Business Manager in the provision of services to
the  Practice  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  EyeMasters  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)     all expenses reflected in the budget that are not Professional
Business  Manager  Expenses,  Practice  Expenses  or  Shareholder  Expenses;

          (d)     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

                                        3
<PAGE>

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

          (e)     key  person  life and disability insurance premiums related to
policies  which  the  Parties  agree  to  acquire  on the life of the Practice's
Shareholders  or  Professionals,  whereupon  any  proceeds  shall be paid to the
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  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 1.12(d)) 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  EyeMasters 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
EyeMasters 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.

     1.13     Optical  Technicians.  The  term  "Optical  Technician" shall mean
              --------------------
each  optical  technician  employed  by  the  Practice.

     1.14     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.

     1.15     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.

                                        4
<PAGE>

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

     1.17     Permitted  Shareholder  Expense.  The  "Permitted  Shareholder
              -------------------------------
Expense"  shall  mean  the  amount  equal  to  base salary of $200,000, employee
benefits,  reasonable and customary professional dues, subscriptions, continuing
education and technical training expenses, and related payroll taxes as provided
to  the  Shareholder  under  the  President's  Employment Agreement described in
Section  4.3  hereof.

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

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

     1.20     Practice  Expenses.  The  term  "Practice Expenses" shall mean, to
              ------------------
the  extent  relating  to  the EyeMasters 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)
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.

     1.21     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 Professional Business Manager is
financially  liable  and  is  not  entitled  to reimbursement from the Practice.

                                        5
<PAGE>

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; (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 all related professional health
care  services  provided by the Practice through Optometrists, Ophthalmologists,
and  other  professional  health  care  providers  that  are  retained  by  or
professionally  affiliated  with  the  Practice.

     1.25     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  dated February __, 2000, as amended effective May 25, 2003 (including
reasonable  and customary professional dues, subscriptions, continuing education
expenses,  severance  payments,  and  reasonable  entertainment  expenses  and
reasonable  travel  costs  for continuing education or other business travel but
excluding  business  travel  requested  by  Professional Business Manager, which
shall  be  an  Office Expense,  and excluding any other expense of a Shareholder
approved  as  an  Office  Expense  in  advance  by  the  Parties)  provided that
Shareholders  base  salaries  shall  not  exceed the sum of Two Hundred Thousand
Dollars  ($200,000); (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  in  this Agreement or in any exhibit hereto or in any written
agreement  of  the  Parties,  any  expense  incurred  by  the

                                        6
<PAGE>

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 EyeMasters
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 EyeMasters
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  EyeMasters  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  Counsel  shall  consist  of four (4)
members.  Professional Business Manager shall designate, in its sole discretion,
two (2) members of the Practice Advisory council or may have one (1) member with
two  (2)  votes.  The  Practice shall designate, in its sole discretion, two (2)
members of the Practice Advisory Council or may have one (1) member with two (2)
votes.  The  Practice Advisory Council members selected by the Practice shall be
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 EyeMasters
Practice  Locations:

                                        8
<PAGE>

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

          (b)     Marketing and Public Relations.  The Practice Advisory Council
                  ------------------------------
shall  review  and  make  recommendations  to  the  Practice with respect to all
marketing  and  public  relations services and programs promoting the Practice's
Professional  Eye  Care Services and ancillary services rendered by the Practice
at  the  EyeMasters  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  EyeMasters  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 EyeMasters 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.

                                        9
<PAGE>

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

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

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

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

          (a)     The  extent,  type,  availability  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;

          (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.

                                       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
EyeMasters  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 EyeMaster
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
EyeMasters  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 EyeMasters 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 EyeMasters 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 EyeMasters Practice Locations shall be as set forth
on  Exhibit  A attached hereto.  Notwithstanding any

                                       11
<PAGE>

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 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 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 EyeMasters Practice Locations.  If the
Practice  wishes to choose additional equipment, which the Professional Business
Manager  determines  not  to acquire or lease, the Practice may acquire or lease
such  equipment,  and  the  expense  related  thereto shall be deemed a Practice
Expense.

          (d)     Professional Business Manager shall provide, finance, or cause
to  be provided or financed health care related equipment as reasonably required
by the Practice with respect to the EyeMasters 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
EyeMasters  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.  Notwithstanding any provision in this
Agreement  to the contrary, the Practice acknowledges and agrees that the health
care  related  equipment  currently  at  the  EyeMasters  Practice Locations and
provided  under  the  Terminated Business Management Agreement is sufficient and
satisfactory for the operation of the EyeMasters Practice Locations.  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 EyeMasters 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 EyeMasters
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.

                                       12
<PAGE>

     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 EyeMasters 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  Care  Services  at  the  EyeMasters  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  EyeMasters  Practice  Locations, and shall
provide,  administrative  support  for the Practice's overall quality assurance,
risk  management,  and  utilization  review  programs relating to the EyeMasters
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 EyeMasters 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  and  Optical  Technicians)  as
Professional Business Manager deems reasonably necessary and appropriate for the
operation  of  the  Office  at  the  EyeMasters  Practice  Locations  and  for
Professional  Business Manager's performance of its duties and obligations under
this  Agreement.  Consistent  with  reasonably  prudent

                                       13
<PAGE>

personnel  management  policies,  Professional  Business  Manager shall seek and
consider  the advice, input, and requests of the Practice in regard to personnel
matters.  Professional  Business  Manager  shall  have  sole  responsibility for
determining  the salaries and providing fringe benefits, and for withholding, as
required  by  law,  any  sums  for  income  tax,  unemployment insurance, social
security,  or  any  other withholding required by applicable law or governmental
requirement.  Professional  Business  Manager  reserves  the right to change the
number,  composition  or  employment  terms  of  such personnel in the future at
Professional  Business  Manager's  discretion;  provided,  however,  that  the
termination  of  any  of  Professional  Business  Manager's personnel who occupy
office  manager or high level positions, and are primarily located at the Office
must  receive  the  approval  of  the  Practice  Advisory  Council. Professional
Business  Manager  and  the Practice recognize and acknowledge that Professional
Business  Manager  and  personnel  retained by Professional Business Manager may
from  time-to-time  perform  services  for persons other than the Practice. This
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 EyeMasters 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
EyeMasters  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 EyeMasters 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 EyeMasters 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 EyeMasters Practice Locations) and institutional
health  care providers and third-party payors, and the Practice shall review and

                                       14
<PAGE>

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 EyeMasters 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  EyeMasters  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, 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  EyeMasters  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  EyeMasters  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  EyeMasters  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 EyeMasters 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 (which approval shall not be unreasonably withheld) any
decision  by Professional Business Manager to undertake extraordinary collection
measures,  such  as  filing  lawsuits,  discharging  or  releasing  obligors, or
assigning  or  selling  accounts  at  a  discount  to  collection  agencies.
Professional  Business  Manager  shall  act  in  a  professional  manner  and in
compliance  with  all  federal  and state fair debt collection practices laws in
rendering  billing  and  collection  services;

          (d)     To  deposit  all  amounts  collected on behalf of the Practice
into the 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  EyeMasters  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
EyeMasters

                                       15
<PAGE>

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  EyeMasters  Practice
Locations;  and

          (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.  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
EyeMasters  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  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

                                       16
<PAGE>

extent  relating  to  the  EyeMasters Practice Locations. Limits on authority to
sign  checks  and  purchase orders shall be mutually agreed upon by Professional
Business  Manager  and  the  Practice.  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 the Professional
Business  Manager's  own  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;

               (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;

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

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

               (ix)     all  remaining  Practice  Expenses  and  Shareholder
Expenses.

          The  Parties  acknowledge that all funds remaining after the foregoing
items  are  paid  in full shall be the funds of the Practice, which funds may be
distributed  by  the  Practice  as  additional bonuses or additional 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.  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

                                       17
<PAGE>

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.

     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 EyeMasters 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 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
EyeMasters  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

                                       18
<PAGE>

reflecting  the  financial  status of the Practice in regard to the provision of
Professional  Eye  Care  Services at the EyeMasters 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.

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

     3.12     Reports  and  Records.
              ---------------------

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

          (b)     Other  Reports  and  Records.  Professional  Business  Manager
                  ----------------------------
shall  timely  create,  prepare, and file such additional reports and records as
are  reasonably  necessary  and  appropriate  for  the  Practice's  provision of
Professional  Eye  Care Services at the EyeMasters 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  and  Optical
              -------------------------------------------------------------
Technicians.  Upon  the  Practice's request, Professional Business Manager shall
          -
coordinate,  supervise  or  perform  all  administrative  services  reasonably
necessary  and  appropriate  to  recruit  potential  Professionals  and  Optical
Technicians  to  become  employees  of  the  Practice at the EyeMasters 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  and  Optical  Technicians  performing  Professional Eye Care
Services  or  other  professional services at the EyeMasters Practice Locations.

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

                                       19
<PAGE>

          (a)     Professional  Business  Manager  agrees  that  it  shall  not
disclose  any  Confidential Information of the Practice to other persons without
the Practice's express written authorization, that such Confidential Information
shall  not be used in any way detrimental to the Practice, and that Professional
Business  Manager  will keep such Confidential Information confidential and will
ensure  that  its  affiliates  and advisors who have access to such Confidential
Information comply with these nondisclosure obligations; provided, however, that
Professional  Business Manager may disclose Confidential Information to those of
its  Representatives  who need to know Confidential Information for the purposes
of  this  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  and  subject  to  the
restrictions  in  clause  (b)  below,  Professional  Business Manager may share,
subject  to  the  restrictions  of  this  Section,  with  other  professional
corporations,  limited  liability  companies,  associations,  ophthalmology  and
optometry practices, or health care delivery entities the practice statistics of
the  Practice,  including  utilization review data, quality assurance data, cost
data,  outcomes  data,  or  other  practice  data.  The  Practice statistics and
confidential  information  may be disclosed within the Practice, to managed care
providers  or  other  third  party  payors  for  the  purpose  of  obtaining  or
maintaining  third  party  payor  contracts  or  reimbursements, or to financial
analysts and underwriters; provided that any disclosure outside the Practice for
any  purpose  not  related  to  managed  care contracting shall not identify any
Professional  by  name  without  the Practice's consent and will not disclose or
divulge  patient  identifying  information.

          (c)     Notwithstanding  anything  contained  herein  to the contrary,
Professional  Business  Manager  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

                                       20
<PAGE>

Professional  Business  Manager  Expense  and  shall  receive  the proceeds. The
Practice  shall  cause  its  Professionals  to  submit  to a medical examination
necessary  to  obtain  such  insurance.

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

     3.17     Marketing  and  Public  Relations.  Professional  Business Manager
              ---------------------------------
acknowledges that the Practice desires a public relations program to enhance its
optometric  and/or  therapeutic  optometric  practice and to extend the Office's
ability  to provide Professional Eye Care Services to patients at the EyeMasters
Practice  Locations.  Subject  to the Practice's approval, Professional Business
Manager  shall  design  and implement an appropriate public relations program on
behalf  of  the  Practice,  with appropriate emphasis on public awareness of the
availability  of  Professional  Eye  Care  Services  at  the EyeMasters 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 EyeMasters
Practice Locations.  The Practice shall have the obligation to provide customary
services  of  fitting  and  training to contact lens patients, including but not
limited  to,  training  with  respect  to  the  insertion and removal of contact
lenses.  The  Practice  shall  retain  that  number  of  Professionals  at  the
EyeMasters 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  EyeMasters  Practice  Locations  and  shall  determine  their
assignment and scheduled hours of practice at the EyeMasters 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 EyeMasters 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

                                       21
<PAGE>

Services  provided at the EyeMasters 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 EyeMasters 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 the Practice, and no other
Professional  shall  be  permitted to use or occupy the Office without the prior
written  consent  of  Professional  Business  Manager.

4.3     Employment  of Professionals and Optical Technicians. Subject to Section
        ----------------------------------------------------
3.13  hereof,  the  Practice  shall be responsible for the hiring, compensation,
supervision,  evaluation,  and  termination  of  all  Professionals  and Optical
Technicians  at  the  EyeMasters  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'  and  Optical Technicians' 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 and Optical Technicians 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  the  President  of  the Practice has entered into an Employment
Agreement  dated  on  or  about  February 26, 2000, as amended effective May 25,
2003,  in  the  form  attached  as  Exhibit  4.3B  to  the Terminated Management
Agreement,  which  agreement  is  currently and 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  EyeMasters  Practice  Locations. The Parties acknowledge that 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  EyeMasters  Practice
Location,  provided  that at all such times the Optical Technicians shall remain
under  the  control  and  supervision  of  the  Practice.  In no event shall the
Practice  or  any  of the Optical Technicians be entitled to any compensation or
reimbursement  for  such  services  provided  by  the  Optical  Technicians.

                                       22
<PAGE>

     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 EyeMasters 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.

     4.5     Practice's  Insurance.  The  Business  Manager 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 Arizona's statute of repose (or if
no  statute  of  repose  exists,  Arizona'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 Arizona's statute of repose (or if no
statute  of  repose  exists,  Arizona'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 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

                                       23
<PAGE>

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 (provided,
however,  the  Practice  or  its  Shareholders  may hire or otherwise engage the
services  of  optometrists  or other professionals on a part-time basis when the
Practice  deems  it  appropriate).  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 Term of
this  Agreement and for a period of one (1) year from the date this Agreement is
terminated  other than if terminated by the Practice for cause, the Practice and
the Shareholders 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
(including,  without  limitation,  the sale of optical lenses, frames or contact
lens)  to  third  parties  in  competition  with  Professional Business Manager,
within  a  10  mile  radius  of  any  EyeMasters  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 10 mile
radius  of  any  EyeMasters  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.

          (b)     The  Practice  understands  and acknowledges that Professional
Business  Manager  shall  suffer  severe  harm  in  the event that the foregoing
non-competition  covenants  in Section 4.7 are violated, and accordingly, if the
Practice  breaches  any  obligation  of  Section  4.7,  in addition to any other
remedies  available  under  this  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.

                                       24
<PAGE>

Following  termination  of this Agreement pursuant to Section 6.2(a) hereof, the
Practice  shall  be  relieved  of  the restrictions imposed by this Section 4.7.

     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 EyeMasters Practice Locations under the name of, and only under the names of
"Stephen  L.  Christenson & Associates," and "S.L. Christensen Consulting, 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,  without  the  prior  written  consent  of  the
Professional  Business  Manager,  the  Practice  will  not:

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

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

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

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

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

     4.10     Provider  Agreements.  The  Practice shall have ultimate authority
              --------------------
with  regard  to  all  contractual  arrangements  with  third  parties  for  the
Practice's  provision  of  Professional  Eye  Care  Services  at  the EyeMasters
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.
A pro rata portion of 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  cause  the  Practice  to abide by the
restrictive  covenant  described  in  Section  4.7 of this Professional Business
Management  Agreement.

                                       25
<PAGE>

     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.

                                    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

                                       26
<PAGE>

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  all Office Expenses and in providing the support services,
personnel,  marketing,  management, administration, and other items and services
that  are the subject matter of this 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 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.  Subject  to  earlier  termination  as
             ---------------------------
provided  herein,  the  Term  of  this  Agreement  will be for an initial period
commencing  on  May  25, 2003 and ending on May 30, 2004, and thereupon the Term
shall  automatically  expire  unless  the  Parties  mutually agree in writing to
extend  the

                                       27
<PAGE>

Term  beyond  the  current expiration date. In the event either Party desires to
extend the Term of this Agreement beyond the current expiration date, such Party
shall  give  the  other  Party written notice of such desire within seventy (70)
days  of  the  expiration  of  the  Agreement. The other Party has ten (10) days
within  which  to respond to the request to extend the Term of the Agreement. If
no  response is made within such ten (10) day period, such request for extension
shall  be  deemed  rejected.  Notwithstanding any provision to the contrary, the
rights  and  obligations  of the parties with respect to any EyeMasters 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,  for  the  following  reasons:

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

               (ii)     If  the  Professional  Business  Manager fails to comply
with  any material provision of this 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.

          (b)     Termination  by  Professional  Business  Manager  Professional
                  ------------------------------------------------
Business  Manager  may  immediately  terminate this Agreement at its discretion,
upon  written  notice  pursuant  to  Section  8.3,  for  the  following reasons:

               (i)     The  revocation,  suspension, cancellation or restriction
of  any  Shareholders'  license  to  practice  optometry  in  Arizona 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

                                       28
<PAGE>

bank  accounts,  property or accounts attached; has execution levied against its
business  or  property; or voluntarily dissolves or liquidates or has a petition
filed  for  corporate dissolution and such petition is not dismissed with thirty
(30)  days;

               (iii)     If  the  Practice  fails  to  comply  with any material
provision  of  this 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 ninety (90) days
after  written  notice  of  such  failure to comply is delivered by Professional
Business  Manager  specifying  the  nature  of  the breach in reasonable detail;

               (iv)     If  the  Practice  fails  to  comply  with  Section  4.1
pertaining  to  the  Hours  of Operation of the Sublease Agreements entered into
with EyeMasters, Inc. and/or Visionary Properties, Inc., and such non-compliance
was  reasonably  avoidable and the Practice does not correct such failure within
five  (5)  days  after  written notice of such failure to comply is delivered by
Professional  Business  Manager;  provided,  however, that Professional Business
Manager  shall only be obligated to sent two (2) such notices in any twelve (12)
month  period  and  upon  the third and/or any successive failure to comply with
such  obligations  in any twelve (12) month period, Practice shall automatically
be  in  default thereunder without the necessity of any notice or opportunity to
cure  being  given  and Professional Business Manager shall immediately have the
right to exercise any one or more of its remedies available to it as a result of
such  default  without  the necessity of any notice or opportunity to cure being
given  to  the  Practice.

               (v)     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;  or

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

     (c)     The Professional Business Manager may terminate its obligation with
regard  to  any  individual  EyeMasters Practice Location upon sixty 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 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,  or  which  would be reasonably likely to subject either Party to
this  Agreement,  or any member, shareholder, officer, director, employee, agent
or  affiliated organization to any civil or criminal penalties or administrative
sanctions,  the Parties shall immediately use their best efforts to enter into a
new  service  arrangement  or  basis for compensation for the

                                       29
<PAGE>

services  furnished  pursuant  to  this  Agreement  that  complies with the law,
regulation,  policy,  finding,  ruling,  or  decree,  or  which  minimizes  the
possibility  of  such  penalties,  sanctions  or  unenforceability,  and  that
approximates  as  closely as possible the economic position of the Parties prior
to  the change. If the Parties are unable to reach a new agreement within 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 Sections 6.1, 6.2(b) or 6.2
(d),  Professional  Business  Manager  shall continue for a period not to exceed
ninety  (90)  days  to exclusively collect and receive on behalf of the Practice
all  cash  collections  from  accounts  receivable in existence at the time this
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  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.

                                       30
<PAGE>

          (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 PROFESSIONAL BUSINESS
             -------------------------
MANAGER  BE  LIABLE  TO  THE PRACTICE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES  OR  LOST  PROFITS,  ARISING  OUT OF OR RELATED TO THIS AGREEMENT OR THE
PERFORMANCE  OR  BREACH  THEREOF, EVEN IF PROFESSIONAL BUSINESS MANAGER HAS BEEN
ADVISED  OF THE POSSIBILITY THEREOF; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL
NOT  PREVENT  RECOVERY  OF  ACTUAL  DAMAGES  ARISING  OUT  OF OR RELATED TO THIS
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.

     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, 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.
             ----------------------------------

                                       31
<PAGE>

          (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.

     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.

                                       32
<PAGE>

     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:

                         The Practice: S.L. Christensen, O.D. & Associates, P.C.
                                                  c/o Dr. Stephen L. Christensen
                                                               54 W. Carver Road
                                                            Tempe, Arizona 85284

                                       33
<PAGE>

                                      with a copy: Keller, Keller & Newman, PLLC
                                              101 North First Avenue, Suite 2430
                                                     Phoenix, Arizona 85003-1918
                                                    Attention: Donald, J. Newman

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

                                       34
<PAGE>

     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.  The  arbitration  shall  be  conducted  by  a  single  neutral
arbitrator.  The Parties shall endeavor to select a neutral arbitrator 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  name  of  one  (1)  person  remains.  The  Parties  may, however, by mutual
agreement,  request  the  American  Arbitration Association to submit additional
panels  of  possible  arbitrators.  The  person  thus  remaining  shall  be  the
arbitrator  for  such  arbitration.  The  arbitrator  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 the arbitrator 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 may be entered by any court
having  jurisdiction  thereof.  The  arbitrator 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 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.

                                       35
<PAGE>

     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 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

                                       36
<PAGE>

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     Mutual  Release.  The  Practice  and Professional Business Manager
                      -------
both  hereby  unconditionally  and  irrevocably release, remise, acquit, forever
discharge  and  covenant  not  to  sue the other for any and all claims that the
other  had, asserted or could have asserted against the other arising out of the
relationship between the Parties or the Terminated Business Management Agreement
on  the  effective  date  of  this  Agreement  or  any  time  prior  thereto.

                                       37
<PAGE>

     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.

     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"
                                       S.L. CHRISTENSEN, O.D. & ASSOCIATES, P.C.


                                                                             By:
                                         Stephen L. Christensen, O.D., President


                                                 "Professional Business Manager"
                                                                EYEMASTERS, INC.


                                                                             By:
                             Title: ____________________________________________

                                       38
<PAGE>

                                    EXHIBIT A
                               PRACTICE LOCATIONS

     Address                                        Monthly  Rental  Rate

1.     #70     Fiesta  Crossing                              $1,000
          1660  S.  Alma  School  Road
          Mesa,  AZ  85210-3090

2.     #95     Metrocenter                                   $2,000
          9658  Metro  Parkway  East
          Phoenix,  AZ  85051-1511

3.     #101     Dobson  Shores                               $1,000
          1938  S.  Dobson  Road
          Mesa,  AZ  85202-5658

4.     #122     Desert  Sky                                  $2,000
          7611  W.  Thomas  Road
          Phoenix,  AZ  85033-5441

5.     #123     Christown  Mall                              $1,000
          1645  W.  Bethany  Home  Road
          Phoenix,  AZ  85015-2507

6.     #134     Scottsdale  Pavillions                       $1,000
          9039  E.  Indian  Bend  Road
          Scottsdale,  AZ  85250

7.     #219     Arrowhead  Towne  Center                     $5,000
          7700  West  Arrowhead  Town  Center
          Glendale,  AZ  85308

8.     #244     Scottsdale  Fashion  Square                  $1,000
          7000  E.  Camelback  Road  #2001
          Scottsdale,  AZ  85251

9.     #254     Ahwatukee  Foothills  Towne  Center          $2,000
          4933  E.  Ray  Road,  Suite  9B
          Phoenix,  Maricopa  County,  Arizona

10.     #14     Chandler                                     $1,000
          3111  W.  Chandler  Boulevard,  Suite  1124
          Phoenix,  Arizona

                                       39
<PAGE>

11.     #96     Superstition  Springs                        $2,000
          5555  -  2410  E.  Southern  Avenue
          Mesa,  Arizona

                                       40
<PAGE>

                                  EXHIBIT 3.14

                                 HIPAA ADDENDUM

     Practice is receiving and 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 and Business
Manager  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:

(a)     Privacy  Rule.  "Privacy  Rule"  shall  mean  the  HIPAA  Regulations as
        -------------
codified  in  45  CFR  Parts  160  and  164.

(b)     Protected  Health  Information.  "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  of  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  Rule.

2.     Professional  Business  ManagementAgreement.  If  any  provisions of this
       -------------------------------------------
Addendum  conflict with any of the terms of the Professional Business Management
Agreement or any other agreement between the parties, the terms of this Addendum
shall  control.

3.     HIPAA  Compliance.
       -----------------

     3.1     This  Section 3 applies only in the event that Business Manager  is
receiving from, or creating or receiving on behalf of Practice, Protected Health
Information  ("PHI"),  as defined in the Privacy Rule, pursuant to any agreement
or  other  relationship  between  the  parties.

3.2     Business  Manager  understands  and acknowledges that it may receive PHI
from  or  create  or receive PHI on behalf of Practice during the performance of
the Professional Business Management Agreement.  Business Manager may not use or
disclose  of  PHI  except  for  the  purpose  of  performing  Business  Manager'
obligations  under  the  Professional  Business  Management  Agreement  and  as
permitted  under the Professional Business Management Agreement and Addendum, if
such  use  or  disclosure  of  PHI would not violate the Privacy Rule if done by
Practice.  Business  Manager  may (a) use and disclose the PHI in its possession
for  its  proper  management  and  administration, provided that disclosures are
required  by  law,  or  Business  Manager obtains reasonable assurances from the
person to

                                       41
<PAGE>

whom  the  information is disclosed that it will remain confidential and used or
further  disclosed  only  as required by law or for the purpose for which it was
disclosed  to  the  person,  and the person notifies the Business Manager of any
instances  of  which it is aware in which the confidentiality of the information
has  been  breached; and (b) de-identify any and all PHI, provided that Business
Manager  de-identifies  the  PHI  in  accordance  with  the  Privacy  Rule.

3.3     With  regard  to  its  use  and/or  disclosure  of PHI, Business Manager
hereby  agrees  that  Business  Manager  shall:

(a)     not  use  or  disclose  any  PHI except as permitted by the Professional
Business  Management  Agreement,  this  Addendum,  or  required  by  law;
(b)     not  use  or further disclose the PHI in a manner that would violate the
requirements  of  applicable  law,  if  done  by  Practice;
(c)     at  all  times maintain and use appropriate safeguards to prevent use or
disclosure  of  any  PHI other than as permitted or required by the Professional
Business  Management  Agreement  or  this  Addendum;
(d)     report  to Practice any use or disclosure of any PHI of which it becomes
aware that is not permitted by the Professional Business Management Agreement or
this  Addendum;
(e)     ensure  that  any  subcontractor  or  agent  to whom it provides any PHI
received from Practice agrees in writing to the same conditions and restrictions
that  apply  to  Business  Manager  with  regard  to the PHI, including, without
limitation,  all  of  the  requirements  of  this  Section;
(f)     within  ten  days  of  receiving  a  written  request from Practice make
available  to  Practice  the PHI necessary for Practice to respond in accordance
with  the  Privacy  Rule  to  an  individual's  request  for  access  to  PHI;
(g)     within  ten  days  of  receiving  a  written  request  from  Practice,
incorporate  any  amendments  or  corrections  to  the  PHI  from  Practice,  in
accordance  with  the  Privacy  Rule;
(h)     within  ten  days  of  receiving  a  written request from Practice, make
available  the  information  required  for  Practice to provide an accounting of
disclosures,  in  accordance  with  the  Privacy  Rule;
(i)     document  such  disclosures  of  PHI  and  information  related  to such
disclosures  as  would  be  required  for Practice to respond to a request by an
individual  for  an  accounting  of  disclosures  of  PHI in accordance with the
Privacy  Rule.
(j)     make  Business  Manager' internal practices, books, and records relating
to  the  use  and  disclosure  of  PHI  received  from Practice available to the
Secretary  of  the  United  States  Health  and  Human  Services for purposes of
determining  Practice's  compliance  with  applicable  law (in all events, shall
immediately  notify  upon  receipt by Business Manager  of any such request, and
shall  provide  Practice  with  copies  of  any  such  materials);  and
(k)     within  ten  days  of  the  termination  of  the  Professional  Business
Management  Agreement,  return  to  Practice  or destroy all PHI related to that
Professional  Business  Management  Agreement,  and retain no copies in any form
whatsoever.  If  return or destruction is not feasible, Business Manager  agrees
to  extend any and all protection contained in this Addendum to any PHI retained
after  termination and limit further uses and disclosures to those purposes that
make  the  return  or  destruction  infeasible.

     3.4     Upon  Practice's knowledge of a material breach of this Addendum by
Business Manager, Practice shall provide Business Manager  notice of such breach
and  afford  Business  Manager  an

                                       42
<PAGE>

opportunity  to  cure  such  breach; provided, however, that if Business Manager
fails  to  cure  the breach within the time specified by Practice based upon the
extent  and  seriousness  of  the breach, Practice may immediately terminate the
Professional  Business  Management  Agreement.

4.     Construction.  The  terms and conditions of this Addendum required by the
       ------------
Privacy  Rule  shall  be  construed in light of any applicable interpretation of
and/or  guidance on the Privacy Rule issued by HHS or the Office of Civil Rights
("OCR")  from  time  to  time.

5.     Effective Date.  Each term and condition of this Addendum required by the
       --------------
Privacy  Rule  shall  be effective on the compliance date applicable to Practice
under  the  Privacy  Rule.  All  other  provisions  of  this  Addendum  shall be
effective  upon  the  date this Addendum is executed by all parties below.  This
Addendum  shall  survive any termination of the Professional Business Management
Agreement.

                                       43
<PAGE>

                                  EXHIBIT 4.12

                SHAREHOLDERS' UNDERTAKING TO MAINTAIN PRACTICE'S
              ----------------------------------------------------
                    CORPORATE EXISTENCE AND ENFORCE 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 Arizona and to cause
the Practice to abide by the restrictive covenant contained in Section 4.7.  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 Arizona the failure
of  the  Practice  to  abide  by the restrictive covenants in Section 4.7 of the
Professional  Business  Management Agreement.  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:  May  ___,  2003                              ____________________________
                                                    Stephen L. Christensen, O.D.

<PAGE>

                                  EXHIBIT 5.1

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

     The  Management Fee shall be equal to the sum of $25,000 each month for the
eleven  practice  locations  identified  below.

1.     #70     Fiesta  Crossing
               1660  S.  Alma  School  Road
               Mesa,  AZ  85210-3090

2.     #95     Metrocenter
               9658  Metro  Parkway  East
               Phoenix,  AZ  85051-1511

3.     #101     Dobson  Shores
                1938  S.  Dobson  Road
                Mesa,  AZ  85202-5658

4.     #122     Desert  Sky
                7611  W.  Thomas  Road
                Phoenix,  AZ  85033-5441

5.     #123     Christown  Mall
                1645  W.  Bethany  Home  Road
                Phoenix,  AZ  85015-2507

6.     #134     Scottsdale  Pavillions
                9039  E.  Indian  Bend  Road
                Scottsdale,  AZ  85250

7.     #219     Arrowhead  Towne  Center
                7700  West  Arrowhead  Town  Center
                Glendale,  AZ  85308

8.     #244     Scottsdale  Fashion  Square
                7000  E.  Camelback  Road  #2001
                Scottsdale,  AZ  85251

                                        2
<PAGE>

9.     #254     Ahwatukee  Foothills  Towne  Center
                4933  E.  Ray  Road,  Suite  9B
                Phoenix,  Maricopa  County,  Arizona


10.     #14     Chandler
                3111  W.  Chandler  Boulevard,  Suite  1124
                Phoenix,  Arizona

11.     #96     Superstition  Springs
                5555  -  2410  E.  Southern  Avenue
                Mesa,  Arizona

                                        3
<PAGE>