AGREEMENT

        THIS  AGREEMENT  (the  "Agreement")  is entered  into as of September 9,
1999, by and among VISTA EYECARE,  INC., a Georgia  corporation (the "Company"),
ITC SERVICE COMPANY, a Delaware corporation ("ITC"), and CAMPBELL B. LANIER, III
("Lanier").

                              W I T N E S S E T H:

         WHEREAS, the Company entered into a Rights Agreement with Wachovia Bank
of North Carolina,  N.A. dated as of January 17, 1997, as  subsequently  amended
(the "Rights Agreement"),  pursuant to which the ownership of 15% or more shares
of Common Stockby any Acquiring Person would trigger certain consequences; and

         WHEREAS,  a group of which ITC and Lanier are members (the "13D Group")
has  previously  requested  of the  Company  that it be  allowed  to become  the
Beneficial Owner of up to 25% of the outstanding  shares of Common Stock without
triggering the provisions of the Rights Agreement,  which request was granted by
the Company on April 22, 1999; and

         WHEREAS,  the  Company  has  agreed  to  a  further  exception  to  the
restrictions  of the Rights  Agreement  to  increase  such amount to 28%, on the
condition  that ITC and Lanier enter into this  Agreement  providing for certain
restrictions on the voting of certain of such shares;

         NOW, THEREFORE, in consideration of the foregoing premises and promises
and other good and valuable  consideration,  the  sufficiency of which is hereby
acknowledged, the parties agree as follows:

Definitions

A.  Undefined  Capitalized  Terms.  Undefined  capitalized  terms  used  in this
Agreement  (and the recitals  thereto)  shall have the meanings given to them in
the Rights Agreement.

B.  Other.  The  following  terms  shall  have the  following  meanings  in this
Agreement:

                  "Covered  Shares"  means any Group  Shares in excess of 25% of
                  the  outstanding  shares of Common  Stock,  but the  number of
                  Covered Shares shall not exceed 3% of the  outstanding  shares
                  of Common Stock.

                  "Group  Shares"  means  Common Stock of which the 13D Group is
                  the Beneficial Owner.

         2. During such time as there exist any Covered  Shares,  ITC and Lanier
agree to vote a number of shares of Common  Stock  owned by either of them equal
to  the  number  of  such  Covered  Shares  on  any  matters  presented  to  the
shareholders of the Company in the same ratio as all shares voted by any holders
of  Common  Stock  other  than  (a) any  member  of the 13D  Group,  and (b) any
Affiliates and Associates of the 13D Group. which for purposes of this Paragraph
of this Agreement shall include, without limitation, all directors and executive
officers of ITC and ITC Holding Company, Inc., the parent corporation of ITC.

         3.  Promptly  upon the request of the Company,  ITC and Lanier agree to
irrevocably  appoint the Company's  designee as their lawful  attorney and proxy
with full power of substitution  for and in their  respective  names to vote (in
accordance with Paragraph 2 of this Agreement) shares owned by them equal to the
number  of  Covered  Shares,  at all  annual,  special  and  other  meetings  of
shareholders  of the Company (or by written  consent in lieu thereof) and at all
other  times the  Covered  Shares are  required  to be or may be voted.  ITC and
Lanier understand and agree that the appointment and proxy, if granted,  will be
irrevocable  and coupled with an interest and will not terminate by operation of
law. Any such  appointment  and proxy  arrangement  shall  terminate  (a) to the
extent that shares of Common Stock cease to be Covered Shares or (b) as provided
in Paragraph 4 of this Agreement.

         4. ITC and Lanier  agree that they will not sell shares of Common Stock
in an amount that would cause them to  collectively  own less than the number of
Covered  Shares  without  having first caused another person in the 13D Group to
have duly  executed and  delivered to the Company a copy of this  Agreement or a
substantially  similar  agreement  in form  and  substance  satisfactory  to the
Company,  covering a number of shares that together with the shares owned by ITC
and Lanier would equal at least the number of Covered Shares. Upon the execution
and delivery of such agreement,  the appointment and proxy arrangement described
in Paragraph 3 of this Agreement  shall  terminate with respect to the shares of
Common Stock sold by ITC or Lanier.

         5. Nothing in this Agreement  shall (a) be deemed an admission that any
Person  is or is not an  Affiliate  or  Associate  of any  other  Person  or (b)
preclude a Person from  becoming or ceasing to be an  Affiliate  or Associate of
any other Person.  Neither this  Agreement nor any of its terms shall create any
implied  or  express  obligation  on the  part of the  Company  to agree to make
further exceptions or take any additional action under the Rights Agreement.

         6. All  determinations  as to the  number of  shares  of  Common  Stock
outstanding  shall be made in  accordance  with  the  provisions  of the  Rights
Agreement.

         7. This  Agreement  shall be governed by, and construed and enforced in
accordance with, the laws of the State of Georgia, without regard to conflict of
laws principles. This Agreement may be executed in several counterparts, each of
which  shall  be  deemed  to be an  original,  and all of which  together  shall
constitute  one  and  the  same  Agreement.  All of the  terms,  provisions  and
covenants  of this  Agreement  shall be binding upon and inure to the benefit of
and be  enforceable  by the  parties  to this  Agreement  and  their  respective
successors and assigns.


         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first above written.



<PAGE>


                                                   VISTA EYECARE, INC.


                                                     /s/ Mitchell Goodman
                                                    By:  Mitchell Goodman
                                                    Title: Senior Vice President



                                                    ITC SERVICE COMPANY


                                                    /s/ William H. Scott, III
                                                    By: William H. Scott, III
                                                    Title: President



                                                    /s/ Campbell B. Lanier, III
                                                    CAMPBELL B. LANIER, III