<PAGE>   1
                                                                    EXHIBIT 2.10

                             VISION TWENTY-ONE, INC.
                              7360 BRYAN DAIRY ROAD
                              LARGO, FLORIDA 33777

                                 August 31, 1999

Eye Care Centers of America, Inc.
11103 West Avenue
San Antonio, Texas 78213
Attention:  Alan E. Wiley
             Executive Vice President and
              Chief Financial Officer

         RE:      EYE CARE CENTERS OF AMERICA, INC.'S ACQUISITION VISION
                  TWENTY-ONE, INC.'S RETAIL OPTICAL DIVISION

Ladies and Gentlemen:

         This Letter Agreement shall supplement and amend certain terms and
conditions of the Asset Purchase Agreement of even date herewith by and among
Eye Care Centers of America, Inc. ("Purchaser"), Vision Twenty-One, Inc. (the
"Company") and The Complete Optical Laboratory, Ltd., Corp. (the "Subsidiary"
and, together with the Company, "Sellers"), relating to the acquisition by the
Purchaser of substantially all of the assets of the Company's retail optical
division (the "Acquisition Transaction"). Where any provision of this Letter
Agreement conflicts or is otherwise inconsistent with a provision of the
transaction documents, this Letter Agreement shall prevail. Defined terms used
but not otherwise defined herein shall have the meanings given to them in the
Asset Purchase Agreement.

1.       The schedules and exhibits to the Asset Purchase Agreement are hereby
         supplemented and amended by the Supplement to Exhibits and Schedules
         attached hereto as EXHIBIT 1.

2.       Pursuant to the Settlement Agreement between the Company, Russell and
         Takako Trenholme, VWSC Corp., and the Trenholme Family Limited
         Partnership, the Company has agreed to transfer to Russell and Takako
         Trenholme ownership of two automobiles owned by the Company (the
         "Vehicles"). The Vehicles were included in the Assets to be transferred
         to Purchaser pursuant to the terms of the Asset Purchase Agreement.
         Sellers shall reimburse the Purchaser in the amount of Twenty-Five
         Thousand Dollars ($25,000) which shall be withheld from the Estimated
         Cash Payment. Purchaser acknowledges and agrees that the Vehicles shall
         be deemed to be Excluded Assets and shall not be transferred to
         Purchaser.

3.       Section 2.02(b) of the Asset Purchase Agreement provides that the
         Purchase Price received by the Sellers pursuant to the Asset Purchase
         Agreement shall be allocated between the Sellers as set forth on
         Exhibit E-1, and Exhibit E-1 provides that the allocation is to be
         agreed upon by the parties prior to Closing. The parties have agreed
         that the portion of the Purchase Price to be allocated to the
         Subsidiary shall be an amount equal to the book value of the personal
         property constituting Subsidiary Assets, and that no portion of the
         Purchase Price allocated to the Subsidiary shall be allocated to
         goodwill.


<PAGE>   2

4.       The Company has submitted the titles to 11 vehicles owned by the
         Company and used in connection with the Minnesota Business to the
         Minnesota Department of Motor Vehicles (the "DMV") for transfer of
         title. The vehicle titles have not yet been returned to the Company by
         the DMV. The Company agrees to diligently pursue the transfer of these
         vehicle titles and to deliver the original titles to Purchaser promptly
         after receipt from the DMV. Purchaser acknowledges that the titles to
         these vehicles will not be delivered at the Closing and waives receipt
         of such titles as a condition to Closing.

5.       The Sellers have not obtained all of the Landlord Estoppel Certificates
         required to be delivered by the Sellers to Purchaser pursuant to
         Section 7.11 of the Asset Purchase Agreement. As of the date hereof,
         the Landlords for the locations set forth on EXHIBIT 2 (the "Designated
         Premises") have not delivered executed Landlord Estoppel Certificates
         in a form acceptable to Purchaser. The Sellers and Purchaser agree to
         continue to use good faith efforts to pursue the Landlord Estoppel
         Certificates for the Designated Premises and Sellers agree to indemnify
         Purchaser in accordance with the terms of the Indemnification Agreement
         and Waiver attached hereto as EXHIBIT 3 for any damages arising out of
         and collectible pursuant to the Indemnification Agreement and Waiver
         for the failure to obtain such Landlord Estoppel Certificates and
         Purchaser waives the receipt of the Landlord Estoppel Certificates for
         the Designated Premises as a condition to Closing. The Sellers
         represent and warrant that neither it nor any of their agents and
         representatives have received any indication from the landlords of the
         Designated Premises that such landlord will not consent to the Subject
         Transactions and deliver a Landlord Estoppel Certificates in a form
         reasonably acceptable to Purchaser.

6.       With respect to the Master Lease Agreement dated November 19, 1992 and
         November 21, 1994 respectively between the Company and Associated
         Leasing, Inc., the parties agree that equipment subject to such lease
         shall be purchased concurrent with the Closing with title thereto
         delivered to Vision World, Inc. The pay-off amount for such leases is
         $116,466.38, of which the Purchaser shall pay $97,834.38 and the
         Sellers shall pay $18,834.00. The amount owed by the Sellers shall be
         withheld from the cash payment made by Purchaser at the Closing and the
         full pay-off amount shall be delivered directly from Purchaser to
         Associated Leasing, Inc.

7.       With respect to the Master Lease Agreement No. VTO-54 dated September
         22, 1998 between the Company and Principal Management Corporation,
         Inc., the parties agree that equipment subject to such lease which is
         used in the Acquired Businesses shall be purchased concurrent with the
         Closing with title thereto delivered to Vision World, Inc. The pay-off
         amount for such leases is $264,112, of which the Purchaser shall pay
         the entire amount. The Sellers represent and warrant that the equipment
         which is being purchased from Principal is all of the equipment subject
         to such lease which is used in the Acquired Businesses.

8.       Daron Johnson has resigned from the employ of the Company effective
         August 31, 1999 and therefore his Employment Agreement will not be
         assigned to the Purchaser and will be included as an Excluded Asset.

9.       Reference is made to the point of sale system software ("Software")
         used in the Minnesota Business licensed by Vision World, Inc. from Eye
         Care Software, Inc. ("ECSI") under the Software License Agreement,
         dated August 31, 1999 (the "Software License Agreement") and the
         related computer equipment originally purchased by the Company from
         Vision


<PAGE>   3

         World, Inc., a Minnesota corporation, on or about June 30, 1999 and
         transferred to Purchaser on the date hereof (the "Computer Equipment").
         If there is a breach of the representations and warranties of the
         Company set forth in Section 3.28 of the Agreement relating to the
         Software and the Computer Equipment, and ECSI fails to remedy or
         replace the Software or the Computer Equipment as required under the
         Software License Agreement, Purchaser shall pursue, to a reasonable
         conclusion, its remedies against ECSI for failing to perform under the
         Software License Agreement before the Purchaser may pursue Sellers for
         such breach by Sellers in accordance with the rights, if any, Purchaser
         may have against Seller in accordance with the Asset Purchase
         Agreement.


<PAGE>   4

         Please acknowledge your understanding and acceptance of the foregoing
supplements, amendments, consents and waivers through your execution below.

                                 Very truly yours,

                                 Vision Twenty-One, Inc.

                                 By:
                                     -------------------------------------------
                                     Richard T. Welch, Chief Financial Officer

                                 The Complete Optical Laboratory, Ltd., Corp.


                                     By:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------

ACCEPTED AND AGREED:

EYE CARE CENTERS OF AMERICA, INC.


By:
    -------------------------------
    Alan E. Wiley
    Executive Vice President and
    Chief Financial Officer


<PAGE>   5


                     AGREEMENT REGARDING STRATEGIC ALLIANCE

         This Agreement Regarding Strategic Alliance is made this 31st day of
August, 1999 by and between Vision Twenty-One, Inc. ("Vision Twenty-One") and
Eye Care Centers of America, Inc. ("ECCA").

                                    RECITALS:

         A. Vision Twenty-One provides a full line of optometric management,
laser vision correction and eye care services and other products related to the
optometric/ophthalmological market. ECCA operates a nationwide chain of full
service retail optical facilities. Vision Twenty-One has decided to refocus and
restructure its business operational model, and in connection therewith has
entered into a transaction simultaneously with the execution of this Agreement
pursuant to which it will sell to ECCA substantially all of its retail optical
chain facilities related to Vision World, Stein Optical and Eye Drx.

        B. As part of Vision Twenty-One's restructuring, Vision Twenty-One
desires to enter into a strategic alliance with ECCA in order to expand the
management of optometry practices, expand the marketing and administration of
its managed vision plan and medical/surgical business and to create an
appropriate strategic alliance with ECCA to facilitate the growth of its
refractive surgery business and ECCA believes this strategic alliance will
provide significant benefits to its business and its customers.

         NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree as follows:

         1.       Definitions:

                  (a) Affiliate. "Affiliate" as to any person or entity shall
mean any entity or person that directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with, the
specified person or entity. The term "control" for this purpose shall mean the
ability, whether by the ownership of shares or other equity interest, by
contract or otherwise, to elect a majority of the directors of a corporation, to
independently select the general partner of a partnership, or otherwise to have
the power independently to remove and then select a majority of those persons
exercising governing authority over an entity. "Control" shall be conclusively
presumed in the case of direct or indirect ownership of 50% or more of the
equity interest by such person or entity. Notwithstanding the foregoing, in no
event shall the term "Affiliate" (i) with respect to ECCA include Thomas H. Lee
Company or any of its Affiliates (other than ECCA and its subsidiaries) or any
optometrist or other entity owned by an optometrist to whom ECCA or its
subsidiaries provide management services, and (ii) with


<PAGE>   6

respect to Vision Twenty-One include any optometrist or other entity owned by an
optometrist to whom Vision Twenty-One or its subsidiaries provide management
services.

                  (b) Optometric Territory. "Optometric Territory" shall mean
the geographic areas described below, within which ECCA currently operates or
hereinafter operates Retail Optical Centers. The geographic areas shall include
the greater Metropolitan areas of the following cities: Tampa/St. Petersburg,
Florida; Sarasota/Port Charlotte, Florida; Naples/Ft. Meyers, Florida;
Orlando/Gainesville/Daytona Beach, Florida; Jacksonville/Tallahassee, Florida;
Ft. Lauderdale/West Palm Beach/Miami, Florida; Phoenix, Arizona; and Tucson,
Arizona.

                  (c) Refractive Territories. "Refractive Territories" shall
mean the geographic areas described below, within which Vision Twenty-One or any
of its Affiliates, presently operates or hereinafter operates a refractive
surgery center or is otherwise affiliated with a strategic partner as described
in Section 4. The geographic areas shall include the greater Metropolitan areas
of the following cities: Washington, D.C./Baltimore, Maryland/Northern Virginia;
Salt Lake City, Utah; Louisville, Kentucky; Tampa, Florida; Phoenix, Arizona;
Ft. Lauderdale, Florida; Tallahassee, Florida; Austin, Texas; Tucson, Arizona;
Denver, Colorado; Orlando, Florida; Jacksonville, Florida; Las Vegas, Nevada;
Charlotte, North Carolina; Dallas, Texas; San Antonio, Texas; Raleigh/Durham,
North Carolina; Portland, Oregon; Kansas City, Missouri; Houston, Texas;
Nashville, Tennessee; Cleveland, Ohio; Minneapolis/St. Paul, Minnesota;
Milwaukee, Wisconsin; and Newark, New Jersey.

                 (d) Retail Optical Center. "Retail Optical Center" shall mean a
retail facility owned, partially owned, or operated by ECCA or an Affiliate
which sells or dispenses glasses, eye wear, contact lenses and related vision
care products and services, provided however the term "Retail Optical Center"
shall not include any dispensary owned by an optometrist (or other entity owned
by an optometrist) to whom ECCA or its subsidiaries provides management
services.

         2.       Right of First Refusal to Provide Optometric Services.

                  (a) ECCA, on behalf of itself and each existing and future
Affiliate, hereby grants Vision Twenty-One for the Term of this Agreement, a
right of first refusal to sublease space in, adjacent to or near each Retail
Optical Center located in the Optometric Territory, for the provision of
optometric and related services, on the terms and conditions hereinafter set
forth, and subject to the terms of existing agreements with third parties. The
parties contemplate that any sublease entered into between the parties will be
at fair market value as determined in good faith negotiations between the
parties hereto as hereinafter provided.

                  (b) With respect to each new Retail Optical Center to be
opened within the Optometric Territory, ECCA shall give Vision Twenty-One at
least 120 days advance written notice of its intention to open such new Retail
Optical Center, setting forth the


                                       2
<PAGE>   7

location, the general dimensions of the premises (including the portion of the
premises within, adjacent to or near the Retail Optical Center to be subleased
to Vision Twenty-One), the proposed rental rate and the proposed commencement
date of the sublease. Within 30 days of the receipt of such notice, Vision
Twenty-One shall notify ECCA in writing whether it intends to exercise its right
to enter into the sublease and whether it agrees to the rental rate proposed by
ECCA. If Vision Twenty-One fails to notify ECCA within such 30 day period,
Vision Twenty-One shall be deemed to have elected not to exercise such right of
first refusal and ECCA may enter into a sublease with another third party, in
its sole discretion. If Vision Twenty-One so exercises this option, but does not
agree with the rental rate proposed by ECCA, ECCA and Vision Twenty-One shall
commence negotiations and utilize reasonable efforts for determination of a
mutually agreeable rental rate based upon estimated fair market value. If,
within 45 days of ECCA's original written notice of its intention to open such
new Retail Optical Center, the parties have not reached an agreement on the
rental rate, Vision Twenty-One's right of first refusal to sublease such space
shall terminate and ECCA shall be free to negotiate with any other party for the
sublease of such space. If Vision Twenty-One's right of first refusal so
terminates and ECCA negotiates sublease terms and rental rates that are
acceptable to ECCA and another party for the sublease of such space and if the
rental rate of such proposed sublease is at least ninety percent (90%) of the
most favorable rental rate previously offered by ECCA to Vision Twenty-One, ECCA
will give Vision Twenty-One notice of the rental rate of the proposed sublease
and will give Vision Twenty-One a right to enter into the sublease at the same
rental rate. Within seven (7) days of receipt of such notice, Vision Twenty-One
shall notify ECCA whether it intends to exercise its right to enter into the
sublease on such terms and at such rental rate. If Vision Twenty-One fails to
exercise this option within seven (7) days of receipt of such notice, ECCA shall
be free to enter into a sublease with any other party. Upon exercise of the
right of first refusal and agreement upon the rental rate, the parties shall be
obligated to execute the sublease upon the terms and rental rate agreed to by
the parties.

                  (c) With respect to all Retail Optical Centers existing as of
the date of this Agreement in the Optometric Territory with premises within,
adjacent to or near them that are presently subleased to parties other than
Vision Twenty-One, such subleases shall remain in full force and effect
notwithstanding this Agreement. Upon the expiration or termination of such
existing sublease at the existing Retail Optical Center, of which all such
existing subleases and their respective expiration dates are shown on the
attached Exhibit 1, and expressly subject to any contractual or legal obligation
to the existing tenant ECCA may have relating to the renewal or extension of any
such sublease, ECCA agrees that Vision Twenty-One shall have the right of first
refusal to sublease such premises on the terms provided in this Section 2.
Accordingly, ECCA will notify Vision Twenty-One as soon as practicable once it
becomes aware that the sublease within, adjacent to or near an existing Retail
Optical Center in the Optometric Territory is to become available and shall give
written notice to Vision Twenty-One, setting forth the location, the general
dimensions of the premises (including the portion of the premises within,
adjacent to or near the Retail Optical Center to be subleased to Vision
Twenty-One), the proposed rental rate and the proposed commencement date of the
sublease. As soon as practicable, but no


                                       3
<PAGE>   8

later than 15 days after receipt of such notice, Vision Twenty-One shall notify
ECCA in writing whether it intends to exercise its right to sublease the
specified premises, and whether it agrees with the rental rate proposed by ECCA.
If Vision Twenty-One desires to exercise its option to sublease the specified
premises, but does not agree with the rental rate proposed by ECCA, ECCA and
Vision Twenty-One shall commence negotiations and utilize reasonable efforts for
determination of an a mutually agreeable rental rate based upon estimated fair
market value. If, within 15 days of ECCA's original written notice of its
intention to open such new Retail Optical Center, the parties have not reached
an agreement on the rental rate, Vision Twenty-One's right of first refusal to
sublease such space shall terminate and ECCA shall be free to negotiate with any
other party for the sublease of such space. If Vision Twenty-One's right of
first refusal so terminates and ECCA negotiates sublease terms and rental rates
that are acceptable to ECCA and another party for the sublease of such space and
if the rental rate of such proposed sublease is at least ninety percent (90%) of
the most favorable rental rate previously offered by ECCA to Vision Twenty-One,
ECCA will give Vision Twenty-One notice of the rental rate of the proposed
sublease and will give Vision Twenty-One a right to enter into the sublease at
the same rental rate. Within seven (7) days of receipt of such notice, Vision
Twenty-One shall notify ECCA whether it intends to exercise its right to enter
into the sublease on such terms and at such rental rate. If Vision Twenty-One
fails to exercise this option within seven (7) days of receipt of such notice,
ECCA shall be free to enter into a sublease with any other party. Upon exercise
of the right of first refusal and agreement upon the rental rate, the parties
shall be obligated to execute the sublease upon the terms and rental rate agreed
to by the parties. ECCA agrees that upon the expiration or termination of any
existing sublease, ECCA will use reasonable efforts to make the specified
premises available for Vision Twenty-One's occupancy as soon as possible
following the expiration or termination of the subject sublease, including
taking reasonably necessary steps to remove a holdover tenant.

                  (d) With respect to each Retail Optical Center that Vision
Twenty-One elects to sublease space within, adjacent to or near under this
Section 2 (and with respect to which the parties agree upon the rental rate),
ECCA and Vision Twenty-One will enter into a sublease substantially in the form
of either Exhibit 2 or 3 attached hereto, depending on the circumstances of the
operating format of such Retail Optical Center. Notwithstanding any provision in
this Agreement to the contrary, ECCA's and its Affiliates' obligations to enter
into a sublease with Vision Twenty-One or its Affiliate or designated managed
professional association shall be subject to any consent required by the
landlord of the subject premises, which ECCA will use reasonable efforts to
obtain, unless such efforts would require ECCA to suffer adverse economic
consequences which they would otherwise be unable to recoup from Vision
Twenty-One.

                  (e) With respect to each sublease that Vision Twenty-One
enters into with ECCA for the sublease of space within, adjacent to or near a
Retail Optical Center, Vision Twenty-One, represents, warrants and agrees that
unless otherwise consented to by ECCA the subleased premises shall be used and
occupied solely for the purposes of an office for providing the full-time
professional services of optometry, which shall include


                                       4
<PAGE>   9

the performance of routine eye examinations, prescribing corrective lenses,
practicing therapeutic optometry, as may be allowed by law, prescribing and/or
supplying and fitting of contact lenses, as may be allowed by the sublease, and
performing pre- and post-operative co-management services with respect to laser
refractive surgery procedures, and for no other purposes whatsoever, it being
acknowledged by ECCA that Vision Twenty-One will be providing management
services to such practice. In no event shall optical goods (including, without
limitation, eyeglasses, contact lenses and sunglasses) be sold at such subleased
space without ECCA's prior written consent. Both parties agree to operate their
respective businesses at Vision Twenty-One subleased Retail Optical Centers in
accordance with all applicable laws, regulations and ordinances, and Vision
Twenty-One will require the same of its employed optometrists or managed
professional associations, where applicable. To the extent permitted by law,
Vision Twenty-One also agrees, represents and warrants that it will use
reasonable efforts to make certain that the optometric practice in the subleased
premises will open and have sufficient licensed and fully qualified optometrists
in personal attendance on the first day of the sublease term, and will
continuously operate such optometric practice, with the presence of sufficient
licensed and a fully qualified optometrist in personal attendance, during the
same hours as ECCA operates its Retail Optical Center, Monday through Sunday of
each week, except for closings for Christmas Day, New Year's Day, Easter Sunday
and Thanksgiving Day.

                  (f) With respect to each sublease that Vision Twenty-One
enters into with ECCA for the sublease of space within, adjacent to or near a
Retail Optical Center, Vision Twenty-One will, subject to all applicable laws,
duplicate the operational model currently in effect in the Tampa Bay area;
provided, however, Vision Twenty-One and ECCA may negotiate in good faith for a
modification of such model from time to time due to operating considerations of
the various markets. In particular, all Vision Twenty-One optometric offices
shall comply in all material respects with the following minimum performance
criteria to the extent permitted by law: (1) exam slots in each optometric
office shall be managed such that weekly exams are at or less than 80% of the
available weekly slots; and (2) each optometric office shall maintain the
ability to schedule all exam requests within twenty-four (24) hours. In each
Retail Optical Center, Vision Twenty-One shall manage all optometrists and
related technical staff, and shall provide and own all equipment, materials and
supplies reasonably necessary or advisable for the provision of optometric and
related services.

                  (g) In addition to the rights granted hereunder to sublease
premises within, adjacent to or near the Retail Optical Centers located within
the Optometric Territory, Vision Twenty-One shall have a right of first refusal
to sublease premises in any new Retail Optical Centers opened by ECCA or its
Affiliate in any metropolitan statistical area in which ECCA does not currently
operate ("New ECCA Market") if applicable laws in such geographic areas do not
allow ECCA to directly employ licensed optometrists or enter into a management
agreement with an optometrist (or the optometric professional association or
corporation owned by such optometrist) to operate a fully integrated one-door
optometric facility with an optical dispensary. In each New ECCA Market which
satisfies the requirements of this Subsection 2(g), ECAA will give Vision
Twenty-One at


                                       5
<PAGE>   10

least one hundred twenty (120) days advanced written notice of its intention to
open new Retail Optical Centers in such New ECCA Market, setting forth the
locations, the general dimensions of the premises (including the portion of the
premises within, adjacent to or near the Retail Optical Center to be subleased
to Vision Twenty-One), the proposed rental rate(s) which shall be estimated Fair
Market Value and the proposed commencement date of the sublease. Within thirty
(30) days of its receipt of such notice, Vision Twenty-One shall notify ECCA in
writing whether it intends to exercise its right to enter into all of the
subleases in such New ECCA Market. If Vision Twenty-One does exercise its option
during such 30 day period, such notice shall also state whether it agrees with
the rental rate(s) proposed by ECCA. If Vision Twenty-One desires to exercise
its option to sublease space within, adjacent to or near all of the proposed new
Retail Optical Centers in the New ECCA Market, but does not agree with the
rental rate, the parties shall commence negotiation for determination of a
mutually agreeable rental rate based upon estimated fair market value. If Vision
Twenty-One desires to exercise its option to sublease the specified premises,
but does not agree with the rental rate(s) proposed by ECCA, the parties shall
enter into negotiations pursuant to the timeline and procedures as set forth in
Subsection 2(b) above (including the procedures relating to the subleases with
other third parties).

                  (h) In respect to paragraph 2, it is understood that in any
states where the optometrist must control the leased premises, Vision Twenty-One
may assign its rights and obligations to enter into a sublease hereunder to
Vision Twenty-One's designated professional association it plans on managing.


                                       6
<PAGE>   11

         3.       Managed Care Alliance.

                  (a) Vision Twenty-One, through its affiliate Block Vision,
holds managed vision care contracts with payors which it operates and manages
vision care plans marketed to employer groups and third party payors. ECCA
Managed Vision Care, Inc., an affiliate of ECCA, operates a similar program in
Texas and Arizona. ECCA has entered into negotiations to establish a contractual
relationship with Fidelity Security Life Insurance Company ("FSL") wherein ECCA
and FSL have agreed to jointly develop a vision care insurance product and
jointly market that product. Subject to obtaining the approval of FSL as may be
required under the agreement between ECCA and FSL, and any other required
consents or approvals, Vision Twenty-One and ECCA agree to strategically align
in Texas and Arizona for the purpose of more effectively serving employer groups
and managed vision care health plans. ECCA shall utilize its reasonable efforts
to obtain the consent of FSL and any other necessary consents. However,
notwithstanding anything contained herein to the contrary, ECCA shall not bind
Vision Twenty-One to any obligations in connection with FSL. ECCA and Vision
Twenty-One, in order to more effectively service the market for vision care
services, desire to align their integrated vision care products and the parties
will negotiate in good faith to take the following steps in the Texas and
Arizona markets, within 90 days following the date of this Agreement:

                         (i) Create an integrated managed care vision program
targeted to third party payors and employer groups;

                         (ii) Jointly develop a seamless marketing plan to cover
Texas and Arizona utilizing the existing sales force of both Vision Twenty-One
and ECCA pursuant to the joint marketing plan attached as Exhibit 4; and

                         (iii) Develop a sales-based commission structure
acceptable to both parties designed to motivate and incentivize their joint
sales force to facilitate sales at Retail Optical Centers and Vision Twenty-One
optical dispensaries in Texas and Arizona.

                  (b) In implementing the affiliation and consolidation
described in this Section 3, the parties envision three levels of comprehensive
vision plans to be marketed by the parties: (1) those plans where the panel
provider is composed exclusively of Retail Optical Centers and optometrists
subleasing within or adjacent to a Retail Optical Center; (2) those plans where
the provider panel is comprised primarily of Retail Optical Centers and
optometrists subleasing space inside or adjacent to a Retail Optical Center,
with such panels being augmented on a limited basis by providers from the Block
Vision network; and (3) those plans where the provider panel is composed of both
Retail Optical Centers, optometrists subleasing space within or adjacent to a
Retail Optical Center and other Block Vision providers. With respect to all
plans where ECCA and its subleasing optometrists are the exclusive or primary
providers as identified in (1) above, ECCA will provide the administrative
services to be agreed upon by the parties, will charge a mutually agreed upon
fee for such services, and will be the contract holder with respect to the


                                       7
<PAGE>   12

comprehensive vision plan marketed and offered by Vision Twenty-One, ECCA, or
any Affiliate of either, and entered into in the states of Arizona and Texas
during the term of this Agreement. With respect to all other vision care plans
sold pursuant to this Section 3, Vision Twenty-One will provide the
administrative services to be agreed upon by the parties, will charge a mutually
agreed upon fee for such services, and will be the contract holder with respect
to the comprehensive visions plans marketed and offered by Vision Twenty-One,
ECCA, or any Affiliate of either, and entered into in the states of Arizona and
Texas during the Term of this Agreement. The parties agree that the insurance
license of ECCA Managed Vision Care shall be used for all products sold in Texas
pursuant to item (1) above, and the insurance license of Block Vision shall be
used for all products sold in Texas pursuant to items (2) and (3) above. Vision
Twenty-One will use its commercially reasonable efforts to include ECCA and its
Retail Optical Centers on all proprietary panels for all vision care plans sold
or marketed by Vision Twenty-One or its Affiliate.

                  (c) It is contemplated by the parties that the managed care
alliance described in this Section 3 serve as a prototype for similar
arrangements in other markets in which ECCA and Vision Twenty-One operate,
provided the approval of FSL and all other necessary parties is obtained and
both of the parties have materially performed as agreed to. The parties will
expand the alliance to Florida during the fourth quarter of 1999, provided each
party is materially performing as agreed to in Texas and Arizona and provided
further ECCA has implemented its new point of sale systems in Florida which it
will use reasonable efforts to implement within a reasonable period of time.
With respect to any markets (other than Texas and Arizona) in which the parties
mutually agree to implement the affiliation and consolidation described in this
Section 3 for the purposes of marketing an insurance product underwritten by
FSL, ECCA will use reasonable efforts to: (i) obtain the consent of FSL to
include in the panel for such insurance products the provider network of Vision
Twenty-One as contemplated in Subsection 3(b) above; and (ii) obtain the consent
of FSL for the participation of Vision Twenty-One in the marketing and sales of
such insurance product if requested by Vision Twenty-One.

                  (d) In all markets in the Optometric Territory, the Refractive
Territories, and New ECCA Markets, unless otherwise specified by the associated
employer group or managed care entity, to the extent permitted by applicable
law, Vision Twenty-One, through its Affiliates, shall use reasonable efforts to
insure that the provider panels on managed vision care plans within such
markets, if credentialed, will include those optometrists or other entity owned
by an optometrist to whom ECCA or its subsidiaries subleases space within,
adjacent to or near a Retail Optical Center, or to whom ECCA or its subsidiaries
provides management services.

                  (e) ECCA and its Affiliates, unless otherwise specified by the
associated employer group or managed care entity, to the extent permitted by
applicable law, shall use reasonable efforts to ensure that optometrists and
ophthalmologists affiliated with Vision Twenty-One and located adjacent to or
within an Optical Retail Center are included in the provider panels of the
managed vision care plans operated by ECCA or its Affiliates.


                                       8
<PAGE>   13

         4.       Laser Vision Correction Marketing Alliance.

                  (a) Vision Twenty-One currently operates or intends to operate
or manage surgical centers for the provision of refractive surgery within the
Refractive Territories. ECCA desires to provide its customers with convenient
accessibility to qualified refractive surgeons within the Refractive Territories
who are operating pursuant to the Refractive Surgery Programs described below in
all material respects. To the extent permitted by law, Vision Twenty-One and
ECCA agree to an exclusive marketing arrangement for the provision of laser
vision corrective services at the facilities owned, partially owned, operated or
managed by Vision Twenty-One for patients and customers of the Retail Optical
Centers (and the optometric practice located within or adjacent thereto) and the
optometric practices managed by ECCA or its Affiliates in the Refractive
Territories; provided however, ECCA shall have no obligation under this Section
4 with respect to participating in the Refractive Surgery Program or marketing
thereunder in any market unless and until Vision Twenty-One establishes a
Refractive Surgery Program in such market and at least eighty percent (80%) of
the optometrists located within, adjacent to or next to the Retail Optical
Centers in such market agree to participate in all material aspects of the
Refractive Surgery Program.

                  (b) Vision Twenty-One will develop a comprehensive refractive
marketing plan for each Refractive Territory which plan will include facility
access, affiliated surgeons, marketing strategies, optometric program and
optometric co-management protocol and fees (the "Refractive Surgery Programs").
To the extent permitted by law, all elements of the Refractive Surgery Programs
shall be developed by Vision Twenty-One and/or its eye care professionals and
subject to limitations of applicable law, all non-medical related material
elements (including but not limited to advertising and marketing materials)
shall be subject to the approval by ECCA, which approval shall not be
unreasonably withheld or delayed.

                  (c) With respect to Retail Optical Centers in a Refractive
Territory at which ECCA employs optometrists or with respect to optometric
practices in the Refractive Territories with which ECCA has entered into a
management agreement with an optometrist (or the optometric professional
association or corporation owned by such optometrist) to operate a fully
integrated one-door optometric facility with an optical dispensary, Vision
Twenty-One and ECCA will agree to use commercially reasonable efforts to
implement the Refractive Surgery Program developed for such market on an
exclusive basis; provided, however, ECCA's obligations hereunder shall be
subject to the consent and approval of the optometrists with whom ECCA has a
management agreement or employs, which consent ECCA will use commercially
reasonable efforts to obtain. Additionally, ECCA will cooperate in introducing
Vision Twenty-One to such optometrists and assist in scheduling meetings with
such optometrists. With respect to Retail Optical Centers in a Refractive
Territory at which an optometrist or Vision Twenty-One subleases space within,
adjacent to or near a Retail Optical Center, ECCA and Vision Twenty-One will
coordinate marketing efforts to implement the Refractive


                                       9
<PAGE>   14

Surgery Program developed for such market on an exclusive basis, provided that
such optometric practice agrees to participate in all aspects of the Refractive
Surgery Program. Subject to the provisions of this Section 4, ECCA agrees that,
in any Refractive Territory in which Vision Twenty-One establishes a Refractive
Surgery Program as contemplated by this Section 4, it will not, on its own
behalf, on behalf of any of its Affiliates, or on behalf of any of optometric
practices which it or its Affiliate manages, enter into an exclusive or any
other type of relationship with any other refractive surgery center providing
for an arrangement similar to the Refractive Surgery Program developed for each
Refractive Territory, unless Vision Twenty-One materially defaults on its
obligations under this Section 4. ECCA or an Affiliate does not currently have
an existing agreement or relationship with respect to the marketing,
co-management or provision of refractive surgery with any other entity in the
Refractive Territory, except as set forth in Exhibit 6.

                  (d) In addition to any other amounts to which a party may be
entitled as may be set forth in the Refractive Surgery Program, ECCA shall be
reimbursed by Vision Twenty-One for reasonable costs taking into account Vision
Twenty-One's pro rata share of ECCA's marketing costs associated with the
Refractive Surgery Program implemented as contemplated in this Section 4.

                  (e) The parties' obligations under this Section 4 in each of
the Refractive Markets are expressly conditioned on and subject to the
development by Vision Twenty-One of a Refractive Surgery Program that is market
competitive and reasonably acceptable to the parties taking into consideration
all applicable law as it relates to:

                      (i)   Co-management protocol and fees;
                      (ii)  Point-of-purchase marketing materials;
                      (iii) Training;
                      (iv)  In store literature;
                      (v)   Surgery costs; and
                      (vi)  Quality of the refractive surgeons and their
                            services.

                  (f) The parties agree that the exclusive nature of the
relationship set forth in this Section 4 shall apply to all new markets in which
ECCA establishes a Retail Optical Center and in which Vision Twenty-One offers a
Refractive Surgery Program, provided Vision Twenty-One is in material compliance
with this Agreement. However, nothing in this Agreement shall be construed to
obligate Vision Twenty-One to offer a Refractive Surgery Program in any market
or restrict Vision Twenty-One from entering into a marketing arrangement with
any other party.

                  (g) The parties agree that the essential elements of the
Refractive Surgery Program will contain the elements set forth on the attached
Exhibit 7.

                  (h) With respect to the retail optical chain facilities
related to Vision World, Stein Optical and Eye Drx, purchased from Vision
Twenty-One, ECCA shall


                                       10
<PAGE>   15

maintain the existing Refractive Surgery Program currently in place in such
centers, provided such Refractive Surgery Program complies with this Section 4.

                  (i) Upon request by Vision Twenty-One (but in no event more
frequently that three times per year), ECCA shall provide to Vision Twenty-One,
in any market in which Vision Twenty-One offers a Refractive Surgery Program or
otherwise requests such information, all information and materials relating to
any provider of refractive surgery or refractive surgery services which were
provided to ECCA by such provider or by its optometrists (including, but not
limited to, marketing materials and pricing information), except as restricted
by applicable law or contractual obligations. Concurrent with such request, ECCA
shall request that its optometrists provide ECCA with such information for the
purpose of delivering to Vision Twenty-One.

         5. Term. This Agreement shall commence as of the date hereof and shall
continue for an Initial Term of five years (the "Initial Term") and, unless
otherwise terminated pursuant to Section 7 of this Agreement, shall
automatically renew for additional one year terms unless either party provides
written notice of non-renewal to the other at least 180 days, and not more than
365 days, prior to the expiration of the Initial Term or any one year renewal
term, as the case may be. The Initial Term and any Renewal Term are referred to
herein as the "Term".

         6. Representations and Warranties. Each party hereto represents and
warrants to the other party with respect to this Agreement as follows:

                  (a) Each party has the full power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby,
and this Agreement, upon execution and delivery by such party shall constitute
the valid and binding obligation of such party, enforceable in accordance with
its terms;

                  (b) Each party has the full right, power and authority to
effect the transactions described herein without the consent of any other party
not a party to this Agreement;

                  (c) The consummation of the transactions and the performance
of such party's obligations as contemplated under this Agreement will not
conflict with or result in a breach or violation of any applicable law or
regulation, term or provision of any loan, mortgage, contract or other agreement
of any nature whatsoever to which such party is bound or by which such party's
assets or business may be bound or affected, nor will it constitute an event
that will permit any party to terminate or seek damages under any agreement or
accelerate the maturity of any indebtedness or other obligation of such party;

                  (d) There is no litigation, controversy or other matter
pending against such party involving the types of arrangements contemplated by
this Agreement or which could otherwise have a material adverse impact on such
party; and


                                       11
<PAGE>   16

                  (e) There is no insolvency proceeding of any character
including without limitation, bankruptcy receivership, reorganization whether
voluntary or involuntary, pending against such party and no party has made an
assignment for the benefit of creditors or taken any action in contemplation of
or which would constitute the basis for the institution of such insolvency
proceeding.

         7.      Default and Termination and/or Cure.

                 (a) In addition to whether other remedies either party may have
at law or in equity under the terms of this Agreement, this Agreement may be
terminated by a non-defaulting party for cause, by written notice to the other
party (and the non-defaulting party is thereby relieved of any liabilities or
obligations thereunder except for the liabilities and obligations that accrued
prior to the date of termination) upon occurrence of the following events:

                         (i) If the other party shall be in material default of
the terms of this Agreement, and the non-defaulting party shall have given
written notice, identified as the notice of default and describing such breach
in particular, and the defaulting party shall have failed to cure the same
within 60 days after receipt of such notice, provided, however, that where such
breach cannot reasonably be cured within a sixty day period, if the defaulting
party shall proceed promptly to cure the same and prosecute the curing with due
diligence, then the time for curing such breach shall be extended for such
period of time as may be necessary to complete such cure, but in no event shall
such cure period exceed 120 days; or

                         (ii) If the other party becomes insolvent or seeks
protection under any bankruptcy, receivership, or a similar proceeding, or such
proceeding is instituted against the other party and not dismissed within 90
days

                 (b) Notwithstanding the right to terminate set forth above,
termination shall be held in abeyance in the event the party charged with
default, in good faith disputes such default and has initiated the proceeding
set forth in Section 9.

         8.      Indemnification.

                 (a) By Vision Twenty-One. Vision Twenty-One shall indemnify,
defend and hold harmless ECCA, and its Affiliates, and each of their principals,
partners, employees, agents, representatives, officers, directors, successors
and assigns (collectively the "ECCA Indemnified Parties") from and against any
and all demands, claims, actions, or causes of action, judgments, assessments,
losses, damages, liabilities, fines, costs and expenses, including without
limitation reasonable attorneys' fees and expenses ("Damages") asserted against,
resulting to, imposed upon or incurred by an ECCA Indemnified Party in
connection with or arising from (i) a breach by Vision Twenty-One of its
representations, warranties, covenants, or obligations hereunder or (ii) any
claim by a third party against an ECCA Indemnified Party arising solely as a
result of the negligence or misconduct of


                                       12
<PAGE>   17

Vision Twenty-One or its employees, officers or agents in connection with the
performance of their obligations under this Agreement.

                  (b) By ECCA. ECCA shall indemnify, defend and hold harmless
Vision Twenty-One and its Affiliates, and each of their principals, partners,
employees, agents, representatives, officers, directors, successors and assigns
(collectively the "Vision Twenty-One Indemnified Parties") from and against any
and all demands, claims, actions, or causes of action, judgments, assessments,
losses, damages, liabilities, fines, costs and expenses, including without
limitation reasonable attorneys' fees and expenses ("Damages") asserted against,
resulting to, imposed upon or incurred by a Vision Twenty-One Indemnified Party
in connection with or arising from (i) a breach by ECCA of its representations,
warranties, covenants, or obligations hereunder or (ii) any claim by a third
party against a Vision Twenty-One Indemnified Party arising solely as a result
of the negligence or misconduct of ECCA or its employees, officers or agents in
connection with the performance of their obligations under this Agreement.

                  (c) Conditions of Indemnification. The obligations and
liabilities of Vision Twenty-One and ECCA with respect to claims for Damages
made by third parties shall be subject to the following terms and conditions:

                         (i) The indemnified party shall give the indemnifying
party prompt notice of any such claim for Damages, and the indemnifying party
shall have the right to undertake the defense thereof by representatives chosen
by it;

                         (ii) If the indemnifying party, within a reasonable
time after notice of any such claim for Damages, fails to defend the indemnified
party against which such claim for Damages has been asserted, the indemnified
party shall (upon further notice to the indemnifying party) have the right to
undertake the defense, compromise or settlement of such claim for Damages on
behalf of and for the account and risk of the indemnifying party subject to the
right of the indemnifying party to assume the defense of such claim for Damages
at any time prior to settlement, compromise or final determination thereof;

                         (iii) Notwithstanding any provision herein to the
contrary, failure of the indemnified party to give notice required by this
Section shall not constitute a waiver of the indemnified party's right to
indemnification hereunder, except to the extent that such failure has prejudiced
the ability of the indemnifying party to defend such claim for Damages.

                         (iv) Any indemnification claim under this Section 8
with respect to any breach or nonperformance by any party of a representation,
warranty, covenant or agreement shall be limited to the amount of actual damages
sustained by the party seeking indemnification by reason of such breach or
nonperformance. Notwithstanding anything to the contrary elsewhere in this
Agreement, no party or its Affiliates shall in any event be liable to any other
party or its Affiliates for any consequential damages, including, but not


                                       13
<PAGE>   18

limited to, loss of future revenue or income, cost of capital, or loss of
business reputation or opportunity. Each party further agrees that it shall not
seek, and shall be entitled to, punitive damages or statutory multiple damages
as to any matter relating to this Agreement or the transactions contemplated by
it. The indemnification provided for in this Section 8 shall be the exclusive
remedy in any action seeking damages or any other form of monetary relief
brought by any party to this Agreement against another party to this Agreement
with respect to any provision of this Agreement.

         9.      Binding Arbitration and Resolution of Disputes.

                 (a) Any and every dispute of any nature whatsoever that may
arise between the Parties, whether sounding in contract, tort (including without
limitation, negligence, gross negligence, fraud, misrepresentation, defamation,
disparagement, tortious interference, misappropriation or any other tort),
antitrust, unfair competition, infringement, breach of fiduciary duty,
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.

                 (b) The parties agree that prior to any demand for arbitration
they shall meet in good faith to resolve any disputes that may arise between
them that in any way relate to or arise out of provisions of this Agreement or
the performance by any party of their obligations hereunder. If the parties are
unable to resolve any such dispute within 60 days of the first meeting held to
resolve such dispute, either party shall have the right, or if a party refuses
to meet within 15 days of the request by the other party for a meeting to
resolve such dispute, the party requesting the meeting shall have the right, to
request an arbitration which shall be conducted in Atlanta, Georgia, or such
other location as may be agreed between the parties.

                 (c) If the amount in controversy in the arbitration exceeds One
Million Dollars ($1,000,000), exclusive of interest, attorney's fees and costs,
the arbitration shall be conducted by a panel of three (3) neutral arbitrators.
Otherwise, the arbitration shall be conducted by a single neutral arbitrator.
The parties shall endeavor to select the neutral arbitrator(s) by mutual
agreement. If such an agreement cannot be reached within thirty (30) calendar
days after a dispute has arisen which is to be decided by arbitration, any party
or the Parties jointly shall request the American Arbitration Association to
submit to each party an identical panel of fifteen (15) persons. Alternate
strikes shall be made to the panel, commencing with the party bringing the
claim, until the names of three (3) persons remain, and one (1) person if the
case is to be heard by a single arbitrator. The Parties may, however, by mutual
agreement, request the American Arbitration Association to submit additional
panels of possible arbitrators. The person(s) thus remaining shall be


                                       14
<PAGE>   19

arbitrator(s) for such arbitration. If three (3) arbitrators are selected, the
arbitrators shall elect a chairperson to preside at all meetings and hearings. A
single arbitrator and the chairperson of an arbitration panel shall be a
licensed attorney. The arbitrator(s), or a majority of them shall have the power
to determine all matters incident to the conduct of the arbitration, including
without limitation all procedural and evidentiary matters and the scheduling of
any hearing. The award made by a majority of the arbitrators shall be final and
binding upon the parties thereto and the subject matter. The arbitration shall
be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and
judgment upon the award rendered by the arbitrator(s) may be entered by any
court having jurisdiction thereof. The 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,
reasonable attorney's fees, declaratory relief, and permanent injunctive relief,
if applicable.

                 (d) 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, any disputes relating to
or involving, in any way, the construction, performance or breach of this
Agreement or any other agreement between the parties, or arising under the
common law or any federal, state or local law, regulation or ordinance, whenever
the same may have arisen. 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 knowingly and voluntarily waives any right to a trial by jury
that otherwise might exist, any law, regulation or ordinance notwithstanding.

         10. Confidentiality and Non-Solicitation. In connection with the
cooperative relationships contemplated by this Agreement, each party hereto will
obtain information regarding the other party's operational systems, technology,
processes, data, income figures, projections, estimates, business and sales
techniques, trade secrets, development and marketing strategy, managed care
contracts, pricing and terms and other proprietary information (the "Proprietary
Information"). Each party agrees that the other party is entitled to the full
and complete protection of its Proprietary Information. Accordingly, during the
Term of this Agreement and for a period of two years following expiration or
termination of the Agreement, each party agrees to maintain the confidentiality
of the other parties' Proprietary Information and not to disclose or use such
Proprietary Information for any purpose whatsoever other than as contemplated
under this Agreement. Each party further agrees that, without the prior written
consent and approval of the other party, during the term of this Agreement, and
for a period of one year following termination of this Agreement, for any reason
whatsoever, such party will not directly or indirectly hire or attempt to hire
for employment or otherwise retain as a consultant or otherwise, any person who
is then an employee of the other party, or has been an employee of the other
party during the proceeding one year period.

         11. Legislative Regulatory or Administrative Interpretation or Change.
In the event there shall be a change in Federal or State statutes, case laws,
regulations or general instructions, or the interpretation of any of the
foregoing, the adoption of new federal or


                                       15
<PAGE>   20

State legislation, or a change in any third-party reimbursement system, any of
which are reasonably likely to materially, and adversely effect the manner in
which either party may perform or be compensated for its obligations under this
Agreement or which shall make any portion of this Agreement unlawful, the
parties shall immediately enter into good faith negotiations regarding a new
arrangement or basis for compensation that complies with the law, regulation or
policy and that approximates as closely as possible the economic position of the
parties prior to the change or interpretation. If good faith negotiations cannot
resolve the matter, then either party shall have the right to terminate the
Agreement by giving written notice thereof to the other and this Agreement will
terminate as of the date of the giving of such notice.

         12.      Miscellaneous.

                  (a) Entire Agreement. This Agreement and the exhibits
schedules and other documents referred to herein which form a part hereof
contain the entire understanding of the parties hereto with respect to their
subject matter. This Agreement supersedes all prior agreements and
understandings, oral and written, with respect to its subject matter.

                  (b) Severability. If any section, subsection, sentence,
clause, phrase or portion of this Agreement is for any reason held invalid or
unconstitutional by any court of competent jurisdiction, such portion shall be
deemed a separate, distinct and independent provision of any such holding and
shall not affect the validity of the remaining portions of this Agreement.

                  (c) Amendment. This Agreement may not be modified or amended
except in a writing signed by authorized representative of both parties.

                  (d) Counterparts. This Agreement may be executed by the
parties hereto in several separate counterparts, each of which shall be an
original and all of which together shall constitute the same agreement.

                  (e) Notices. Any notice, request, demand, instruction or other
communication (a "Notice") to be given to any party or its counsel shall be
deemed to have been properly sent and given when delivered by hand or when sent
by certified mail, return receipt requested, or by reputable overnight courier
service. If delivered by hand, a Notice shall be deemed to have been sent, given
and received when actually received by the addressee. If sent by certified mail,
a Notice shall be deemed to have been sent when properly deposited with the
United States Postal Service with the proper address and paid therewith, and
shall be deemed to have been received an the third (3rd) business day following
the date of such deposit. If sent by courier service, a Notice shall be deemed
to have been sent when delivered to said courier service with the proper address
and delivery charges either prepaid or charged to a proper account, and shall be
deemed to have been received when actually received by the addressee. The
addressee to which Notices shall be sent are:


                                       16
<PAGE>   21

         If to ECCA:              Eye Care Centers of America
                                  11103 West Avenue
                                  San Antonio, Texas  78213
                                  Attn:  Mr. Bernie Andrews

        With a copy to:           Cox & Smith Incorporated
                                  112 E. Pecan, Suite 1800
                                  San Antonio, Texas  78205
                                  Attention:  Daniel Harkins

        If to Vision Twenty-One:

                                  Vision Twenty-One
                                  7360 Bryan Dairy Road
                                  Largo, Florida 33777
                                  Attn: Mr. Ted Gillette

        With a copy to:           Shumaker, Loop & Kendrick, LLP
                                  101 E. Kennedy Boulevard, Suite 2800
                                  Tampa, Florida  33602
                                  Attn:  Darrell C. Smith, Esquire

                  (f) Binding Effect. This Agreement shall be binding upon the
parties hereto and their successors and assigns. ECCA agrees that any transfer
by ECCA of all or substantially all of its assets be made expressly subject to
the terms of this Agreement and any such purchaser shall be required to assume
ECCA's obligations hereunder; provided, however, Vision Twenty-One shall be
obligated to consent to such transfer as required pursuant to section 12(g).

                  (g) Successors/Assignment/Transfer. Neither Party may sell,
transfer, assign or otherwise dispose of its rights, title, interest or
obligations under this Agreement or any portion thereof without the prior
written consent of the other party, which may be withheld if, and only if, (i)
the proposed assignee is a competitor of the non-assigning party, (ii) the
non-assigning party reasonably believes that the proposed assignee is not
financially or otherwise capable of fulfilling the obligations hereunder being
assumed by such person, or (iii) the non-assigning party reasonably believes
that its reputation in the industry would materially and adversely impacted
through association with the proposed assignee. In the event such consent is
properly withheld, the party seeking such consent may terminate this Agreement.
For purposes hereof, a Change of Control shall be deemed an assignment subject
to the consent requirement set forth in this Section 12(g).

                  For purposes of this Section 12(g), a "Change of Control"
shall mean a sale of stock, merger, consolidation, reorganization or other
similar transaction, or series of such


                                       17
<PAGE>   22

transactions, which has the effect of changing the control of the company from
the persons or entity in control as of the date of this Agreement; provided,
however such transaction(s) will not be deemed a Change of Control if such
transaction(s) results in the shareholders of such company immediately before
such transaction(s) owning, directly or indirectly immediately following such
transaction, at least 51% of the combined voting power of the voting securities
of such company or such surviving entity outstanding immediately after such
transaction(s) in substantially the same proportion as their ownership of the
voting securities immediately before such sale of stock, merger, consolidation,
reorganization or other similar transaction(s).

                  (h) Waiver. Any failure to exercise or delay in exercising any
right, power, privilege or remedy herein contained, or any failure or delay at
any time to require the other party's performance of any obligation under this
Agreement, shall not affect the right to subsequently exercise that right,
power, privilege or remedy or to require performance of that obligation. A
waiver of any of the provisions of this Agreement shall not be deemed, nor shall
constitute, a waiver of any other provision, nor shall any waiver constitute a
continuing waiver. A waiver shall not be binding unless executed in writing and
delivered to the other party.

                  (i) Third-Party Beneficiaries. This Agreement shall not confer
any rights or remedies upon any person other the than parties hereto and their
respective successors and permitted assigns and any Indemnified Persons.

                  (j) Headings. All headings contained in this Agreement are
included for convenience of reference only and shall in no way affect the
construction or interpretation of any of the terms or provisions of this
Agreement.

                  (k) Time of the Essence. Time shall be of the essence with
respect to each obligation of either Vision Twenty-One or ECCA under this
Agreement that is required to be performed by a specific date, or within a
certain number of days.

                  (l) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

                  (m) Relationship of the Parties. Nothing herein contained
shall be construed to treat either party hereto as the agent, joint venturer or
partner of the other party.

                  (n) Public Disclosure. The parties shall cooperate and
coordinate all public or press releases (including SEC filings and disclosures)
regarding the alliance created under this Agreement. All such announcements or
disclosures (except as may be required by law) shall be made with the consent
and approval of both parties hereto. Neither party will disclose the specific
terms and conditions of this Agreement, other than to its advisers, consultants,
employees and the like unless required as a matter of law or as a result of
legal process. Each party shall notify the other prior to making any such
disclosure.


                                       18
<PAGE>   23

                  (o) Compliance with Applicable Laws. The parties shall comply
with all applicable federal, state, and local laws, regulations, rules and
restrictions in the conduct of their obligations under this Agreement.


                                       19
<PAGE>   24

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first written above.

Vision Twenty-One Inc.:


---------------------------------------
By:


Eye Care Centers of America, Inc.:


By:
   ------------------------------------
Alan E. Wiley, Executive Vice President



                                       20