<PAGE>
                         AGREEMENT FOR 
               ASSIGNMENT OF LICENSE INTERESTS AND
                         RELATED MATTERS

     Agreement made as of November 1, 1996 by and among National Vision 
Associates, Ltd., a Georgia corporation ("NVAL"), NVAL Visioncare Systems 
of California, Inc., a California corporation ("NVS-C"), NVAL Visioncare 
Systems of North Carolina, Inc., a North Carolina corporation ("NVS-NC"), 
Eyecare Leasing, Inc., an Alabama corporation ("ELI"), Stewart-Phillips, 
Inc., a California corporation ("SPI"), James A. Stewart, O.D., an 
optometrist licensed in the State of Alabama ("Stewart"), and Stephen F. 
Phillips, O.D., an optometrist licensed in the State of Florida 
("Phillips").

                            Recitals

     A.   NVAL provides vision care products and services in Wal-Mart stores 
pursuant to a certain Vision Center Master License Agreement dated as of 
June 16, 1994. 

     B.   On or about November 19, 1990, NVAL and ELI executed an agreement 
with respect to certain consulting and management services ELI was to 
perform for the benefit of NVAL.  This agreement was subsequently amended 
by six addendums to the agreement.

     C.   NVAL entered into a master assignment agreement dated March 1, 1991 
with SPI pursuant to which NVAL assigned to SPI certain rights of NVAL with 
respect to certain optometric clinics located in California.  Immediately 
prior to the Closing Time (as defined below), NVAL and SPI will, subject 
to the terms and conditions of this agreement, enter into a successor 
master assignment agreement, which will confirm and modify the original 
master assignment in various respects.  Pursuant to the successor master 
assignment agreement, NVAL will assign to SPI certain rights of NVAL 
with respect to optometric clinics located in California and West Virginia.

     D.   Each of NVS-C and NVS-NC is an affiliate of NVAL.  

     E.   Stewart and Phillips are officers and the principals of ELI and 
of SPI.

     F.   NVAL and ELI wish to terminate their consulting agreement, subject 
to the terms and conditions of this agreement.  In connection with such 
termination, NVAL wishes to purchase the goodwill and miscellaneous assets 
associated with ELI's business.

     G.   Subject to the terms and conditions of this agreement, SPI intends 
to assign to NVS-C, and NVS-C intends to receive from SPI, the interest of 
SPI in the master assignment agreement, insofar as such master assignment 
agreement applies to optometric clinics located in California.  Subject to 
the terms and conditions of this agreement, SPI intends to assign to NVS-NC, 
and NVS-NC intends to receive from SPI, the interest of SPI in the master 
assignment agreement, insofar as such master assignment agreement applies 
to optometric clinics located in West Virginia.
                                        1<PAGE>
<PAGE>
                            Agreement

     The parties agree as follows:

     1.   Definitions.  As used herein, the terms identified below in this 
Section 1 shall have the meanings indicated.

          A.   The Act.  The Knox-Keene Health Care Service Plan Act of 
               1975 of California.

          B.   Agreement.  This Agreement, including all Exhibits and 
               Schedules listed on the Index.

          C.   Bill of Sale.  Bill of sale whereby ELI conveys the 
               Miscellaneous Assets to NVAL.  A copy of the Bill of Sale 
               is attached as Exhibit A.

          D.   California Assignment.  Agreement by which SPI assigns the 
               California License Interest to NVS-C.  A copy of the 
               California Assignment is attached as Exhibit B.

          E.   California License Interest.  The right, title, and interest 
               of SPI under the Master Assignment Agreement with respect to 
               the Clinic Spaces (and accompanying Clinic Personalty) located 
               in California.

          F.   California Note.  Promissory note in the amount of $2,655,000 
               made by NVAL in favor of SPI.  A copy of the California Note 
               is attached as Exhibit C.

          G.   California Optometrist.  An Optometrist whose Optometric 
               Sublicense covers a Clinic Space located in California.

          H.   Clinic Personalty.  All "Clinic Personalty", as defined in 
               Section 4(a) of the Master Assignment Agreement.

          I.   Clinic Spaces.  All "Clinic Spaces", as defined in the 
               recitals to the Master Assignment Agreement.

          J.   Closing.  The completion of the transactions contemplated 
               hereby, as described in Section 7 hereof.

          K.   Closing Date.  The later of (a) January 3, 1997 and (b) the 
               first day of the first month which is at least 5 days after 
               the date NVS-C receives notice from the Department that NVS-C 
               has been granted the License.

                                        2<PAGE>
<PAGE>
          L.   Closing Time.  10:00 a.m. on the Closing Date, or the time 
               on the Closing Date at which the Closing actually occurs.  All 
               events that are to occur at the Closing Time shall, for all 
               purposes, be deemed to occur simultaneously and to have 
               occurred at the close of business on the Closing Date.

          M.   Consulting and Management Services Agreement.  Consulting and
               Management Services Agreement dated as of December 18, 1990 
               by and between NVAL and ELI, including a First Addendum dated 
               as of December 18, 1990, Second Addendum dated as of March 1, 
               1991, Amended and Restated Second Addendum dated as of 
               March 1, 1991, Third Addendum dated as of January 1, 1992, 
               Fourth Addendum dated as of August 6, 1993, Fifth Addendum 
               dated as of October 1, 1993, and a Sixth Addendum dated as 
               of April 1, 1994.  A copy of the Consulting Agreement is 
               attached as Exhibit D.

          N.   Credit Agreement.  Credit agreement dated as of November 15, 
               1994 among NVAL, Wachovia Bank of Georgia, N.A., Trust 
               Company Bank, and Bank South, N.A.

          O.   Department.  The California Department of Corporations.

          P.   Execution Date.  November 1, 1996.

          Q.   Goodwill.  All goodwill and know-how of and know-how ELI 
               associated with its business, including, without limitation, 
               contacts, information, files about, lists of practicing 
               optometrists in all states of the United States except 
               California and West Virginia, rights to (and all goodwill 
               associated with) the name "Eyecare Leasing", and any and 
               all Records (as defined in Section 5A6 hereof) insofar as 
               such Records relate to and concern ELI and Optometrists in 
               states other than California and West Virginia.

          R.   Goodwill Assignment.  Assignment by ELI to NVAL of ELI's 
               interest in the Goodwill.  A copy of the Assignment is 
               attached as Exhibit E.

          S.   Index.  Index of Exhibits and Schedules to this Agreement, 
               as attached.

          T.   License.  The license as a specialized health care service 
               plan for which NVS-C is applying under the Act.

          U.   License Interests.  Collectively, the California License 
               Interest and the West Virginia License Interest.

                                        3<PAGE>
<PAGE>
          V.   Master Assignment Agreement.  Master Assignment Agreement by 
               and between NVAL and SPI dated as of June 16, 1994 and is 
               to be executed and delivered prior to the Closing Time 
               pursuant to Section 6A hereof.  A copy of the Master 
               Assignment Agreement is attached as Exhibit F.

          W.   Miscellaneous Assets.  The assets of ELI listed on 
               Schedule 1W.

          X.   Noncompetition Agreements.  An agreement between NVAL and 
               Stewart and an agreement between NVAL and Phillips pursuant 
               to which each of Stewart and Phillips agrees not to engage 
               in certain activities competitive with NVAL.  A copy of each 
               such agreement is attached as Exhibit G-1 and G-2.

          Y.   Noncompetition Notes.  A promissory note in the principal 
               amount of $125,000 made by NVAL in favor of Stewart and a 
               promissory note in the amount of $125,000 made by NVAL in 
               favor of Phillips.  A copy of each such note is attached 
               as Exhibit H-1 and H-2.

          Z.   Notes.  Collectively, the California Note, the Noncompetition 
               Notes, the Termination and Goodwill Note, and the West 
               Virginia Note.

          AA.  NVAL Group.  Individually and collectively, NVAL, NVS-C, and 
               NVS-NC.

          AB.  Optometric Sublicenses.  (i) Sublicenses with optometrists 
               executed by SPI with respect to the Clinic Spaces and (ii) 
               sublicenses with optometrists executed by ELI as agent of 
               NVAL pursuant to the Consulting Agreement.  A copy of the 
               standard forms of the Optometric Sublicenses is attached as 
               Exhibit I.

          AC.  Optometrist.  An optometrist (or a professional corporation 
               controlled by such optometrist) who is a party to an 
               Optometric Sublicense.

          AD.  Person.  An individual, a corporation, an association, a 
               partnership, a trust, a joint venture, an unincorporated 
               organization, or a governmental entity (or any department, 
               agency, or political subdivision thereof).

          AE.  Preclosing Payment.  Payment in the amount of $100,000, 
               made by NVAL to ELI, in the circumstances described in and 
               pursuant to the provisions of Section 10 hereof.

          AF.  SPI Group.  Individually and collectively, SPI, ELI, Stewart, 
               and Phillips.


                                        4<PAGE>
<PAGE>
          AG.  Technical Assistance Agreements.  An agreement between NVAL 
               and Stewart and an agreement between NVAL and Phillips for 
               the performance of certain technical services.  A copy of 
               each such agreement is attached as Exhibit J-1 and J-2.

          AH.  Termination Agreement.  Agreement by NVAL and ELI, terminating 
               the Consulting Agreement.  A copy of the Termination Agreement 
               is attached as Exhibit K.

          AI.  Termination and Goodwill Note.  Promissory note in the 
               principal amount of $1,105,000 made by NVAL in favor of ELI.  
               A copy of the Termination Note is attached as Exhibit L.

          AJ.  West Virginia Assignment.  Agreement by which SPI assigns 
               the West Virginia License Interest to NVS-NC.  A copy of the 
               West Virginia Assignment is attached as Exhibit M.

          AK.  West Virginia License Interest.  The right, title, and 
               interest of SPI under the Master Assignment Agreement with 
               respect to the Clinic Spaces (and accompanying Clinic 
               Personalty) located in West Virginia.

          AL.  West Virginia Note.  Promissory note in the principal amount 
               of $90,000 made by NVAL in favor of SPI.  A copy of the West 
               Virginia Note is attached as Exhibit N.

     2.   Conveyances and Actions.  On the terms and conditions hereinafter 
set forth, (a) SPI shall transfer and assign to NVS-C, and NVS-C shall take 
and accept, the California License Interest, (b) SPI shall transfer and 
assign to NVS-NC, and NVS-NC shall take and accept, the West Virginia 
License Interest, (c) ELI shall sell to NVAL, and NVAL shall purchase from
ELI, the Goodwill and the Miscellaneous Assets, (d) NVAL and ELI shall 
terminate the Consulting Agreement, and (e) the other deliveries and 
exchanges of documents as described in Section 7 hereof shall take place.

     3.   Purchase Price and Allocation.  

          A.   Purchase Price.  The purchase price for the (a) California 
               License Interest shall be $3,000,000, (b) West Virginia 
               License Interest shall be $100,000, (c) Goodwill shall be 
               $750,000, (d) termination of the Consulting Agreement shall 
               be $500,000, and (e) Miscellaneous Assets shall be $4,000, 
               in each case to be paid at the Closing, in the manner 
               described in Section 7 hereof. Each of (a),(b),(c) and (e) 
               shall be deemed capital assets. 

          B.   Allocation.  Each member of the NVAL Group, on the one hand, 
               and each member of the SPI Group, on the other hand, agrees 
               that the purchase price and allocation described in Section 
               3A hereof represents the results of their economic 
               negotiations and the present fair market value of each of 
               the assets described above.


                                        5<PAGE>
<PAGE>
     4.   Representations and Warranties.  

          A.   By SPI Group.  Each of the SPI Group represents and warrants 
               (jointly and severally) to and for the benefit of each of the 
               NVAL Group as follows as of the Execution Date and the Closing 
               Date:

               1.   Existence and Authority.  Each of SPI and ELI is a 
                    corporation duly organized, validly existing and in good 
                    standing under the laws of the state of its incorporation 
                    with corporate power to own and operate its business and 
                    properties and to carry on its business as presently 
                    conducted.  The execution, delivery and performance
                    of this Agreement has been duly authorized by all 
                    corporate action required on the part of each of SPI 
                    and ELI, and no further corporate action will be 
                    necessary on the part of each of SPI and ELI to make 
                    this Agreement valid and binding upon each of them.

               2.   Compliance with Laws.  Each of SPI and ELI has fully 
                    complied with all federal, state and local laws, rules 
                    and regulations with respect to the recruitment of 
                    optometrists.  (The parties acknowledge and agree 
                    that this representation and warranty does not extend 
                    to the manner in which any Optometrist conducts his or
                    her practice.)  

               3.   Enforceability.  This Agreement constitutes a legal, 
                    valid and binding obligation of each of SPI and ELI, 
                    enforceable in accordance with its terms, and will not 
                    result in the violation of any term or provision of 
                    the articles of incorporation or by-laws of each of 
                    SPI and ELI or the laws of any jurisdiction to which
                    either of SPI and ELI may be subject or of any agreement,
                    contract or indenture to which either of SPI or ELI is 
                    a party or by which any of SPI, ELI or the License 
                    Interests may be bound or affected; nor is any consent 
                    or approval of any Person to the consummation of the 
                    transactions herein described necessary or required, 
                    other than as expressly provided herein.

               4.   Title.  SPI has good and marketable title to and is the 
                    sole and lawful owner of the License Interests with 
                    full right, power and authority to transfer SPI's 
                    rights, titles and interest in and to the California 
                    License Interest and the West Virginia License Interest
                    to NVS-C and NVS-NC, respectively.  (The parties 
                    acknowledge and agree that the right, title, and 
                    interest of SPI in the Clinic Spaces and Clinic 
                    Personalty derive solely from SPI's status as a
                    party to the Master Assignment Agreement.)  The 
                    License Interests are currently and will be on the 
                    Closing Date owned by SPI free and clear of any claim, 


                                        6<PAGE>
<PAGE>
                    lien, encumbrance, security interest,judgment, 
                    mortgage, pledge, conditional sales agreement, contract
                    of sale, restriction or charge of any nature whatsoever, 
                    or any other liability or encumbrance of any kind or 
                    character.  SPI has duly filed or will file when due 
                    all tax returns and reports with respect to taxes 
                    imposed upon the License Interests, or taxes imposed 
                    on SPI which might create a lien or encumbrance relating
                    to any period prior to the Closing Date on the License 
                    Interests or which would be a valid and subsisting 
                    lien thereon after transfer thereof to NVS-C and NVS-NC, 
                    respectively, and SPI has paid or will pay when due all 
                    of such taxes.  ELI has good and marketable title to 
                    and is the sole and lawful owner of the Miscellaneous
                    Assets and the Goodwill with full right, power and 
                    authority to transfer ELI's rights, titles and interest 
                    in and to the Miscellaneous Assets and the Goodwill.  
                    The Miscellaneous Assets and the Goodwill are currently 
                    and will be on the Closing Date owned by ELI free and 
                    clear of any claim, lien, encumbrance, security interest, 
                    judgment, mortgage, pledge, conditional sales agreement,
                    contract of sale, restriction or charge of any nature 
                    whatsoever, or any other liability or encumbrance of 
                    any kind or character.  

               5.   Condition.  To the best of its knowledge, all the 
                    Miscellaneous Assets will be on the Closing Date in 
                    good condition and repair, subject to normal wear and 
                    tear, suited for the use intended and operated in 
                    conformity with all applicable laws, rules, regulations
                    and ordinances, including without limitation all 
                    applicable building and zoning laws, ordinances and 
                    regulations.  To the best of its knowledge, there are 
                    no defects or conditions which would cause the 
                    Miscellaneous Assets to be or to become inoperable or 
                    unsafe.

               6.   Litigation.  To the best of its knowledge, there is 
                    no claim, action, counterclaim, suit, proceeding or 
                    investigation pending or threatened against any member 
                    of the SPI Group, before any court or any arbitrator 
                    or governmental agency affecting the License Interests, 
                    the Clinic Personalty, any Optometric Sublicenses, or 
                    the consummation of the transactions contemplated hereby.


                                        7<PAGE>
<PAGE>
               7.   Licenses.  Each of SPI and ELI possesses all franchises,
                    certificates, licenses, permits and other authorizations 
                    from public, government, regulatory or judicial 
                    authorities, free from restrictions not customary for 
                    comparable businesses, that are necessary for the 
                    ownership, maintenance and operation of (as to SPI only) 
                    the License Interests, and each of SPI and ELI is not in
                    violation thereof.  There are no approvals of 
                    governmental, regulatory or judicial bodies necessary 
                    for the consummation of the transactions contemplated 
                    by this Agreement, other than as expressly provided 
                    herein.  (The parties acknowledge and agree that this 
                    representation and warranty does not extend to the manner
                    in which any Optometrist conducts his or her practice.)

               8.   Optometric Sublicenses.  Each Optometric Sublicense is 
                    valid and in full force and effect in accordance with its 
                    terms.  A true and correct copy of the standard form of 
                    each Optometric Sublicense is attached and made part of 
                    Exhibit I.  Schedule 4A8 accurately and completely sets 
                    forth, for each Optometric Sublicense, (i) the parties 
                    to the Optometric Sublicense, (ii) the date of its 
                    execution, (iii) the location of the property which is 
                    the subject of the Optometric Sublicense, (iv) license 
                    fees payable thereunder, (v) the standard form on which 
                    it is based, and (vi) any terms and provisions which 
                    differ from those contained in the standard form
                    for such Optometric Sublicense.  There has not been any
                    amendment, modification, or variation of any of the 
                    Optometric Sublicenses other than as reflected on 
                    Schedule 4A8 and each Optometric Sublicense truly, 
                    accurately, and completely sets forth all terms and 
                    conditions of the entire contractual relationship
                    between SPI and the Optometrist and between the 
                    Optometrist and ELI, as agent for NVAL.  Except as 
                    disclosed on Schedule 4A8, there is not under any 
                    Optometric Sublicense any default (or any claim of 
                    default) by any party to such Optometric Sublicense, or
                    any event of default or event which with notice or 
                    lapse of time or both would constitute a default by 
                    such party and in respect of which such party has not 
                    taken adequate steps to prevent a default on its part 
                    from occurring.  Neither SPI nor ELI has received (or
                    has notice of) any exercise (by any Person (including, 
                    without limitation, any Optometrist)) of a right to 
                    cancel or terminate (whether or not arising out of an 
                    alleged default) any Optometric Sublicense.  The 
                    interest of each of SPI and ELI in and under each
                    Optometric Sublicense is unencumbered and is subject 
                    to no present claim, contest, dispute, action or 
                    threatened action at law or in equity or otherwise.  


                                        8<PAGE>
<PAGE>
                    Each of SPI and ELI has performed all the obligations 
                    required to be performed by each of them under each of 
                    the Optometric Sublicenses.  SPI is lawfully in possession
                    of all property which is the subject of each Optometric 
                    Sublicense.  Except as disclosed in Schedule 4A8, no 
                    options have been granted by SPI or ELI to others to 
                    purchase, lease or otherwise acquire any interest in 
                    the property, or any part thereof, which is the subject 
                    of any Optometric Sublicense.  Each Optometric Sublicense
                    for Clinic Space can, by its terms, be assigned to NVS-C 
                    and NVS-NC as appropriate, without the consent of any 
                    Person and without penalty or cost or decreased license 
                    fees payable thereunder to NVS-C or NVS-NC, as 
                    appropriate.

               9.   Compliance with Agreements.  Each of SPI and ELI is 
                    (and, at all times prior to the Execution Date, has been) 
                    in compliance with all terms and conditions of each of 
                    the predecessor master assignment agreement described in 
                    Recital C hereof and the Consulting Agreement, 
                    respectively.  

               10.  No Contracts.  Other than the Optometric Sublicenses and 
                    except as disclosed in Schedule 4A10, each of SPI and 
                    ELI is not a party to any contract, agreement, or 
                    understanding whatsoever with respect to or in any way 
                    relating to (or delegating duties or responsibilities 
                    under) (i) the Master Assignment Agreement, (ii) the 
                    Consulting Agreement, (iii) the Miscellaneous Assets, or 
                    (iv) any space (including, without limitation, the 
                    Clinic Spaces) subject to the Optometric Sublicenses.

               11.  Disclosure.  The representations and warranties contained 
                    in this Section 4A do not contain any untrue statement 
                    of a fact or omit to state a fact necessary in order 
                    to make the statements and information contained herein 
                    not materially misleading.

               12.  Investment.  Each of SPI and ELI (i) understands that 
                    the Notes have not been, and will not be, registered 
                    under the Securities Act of 1933, as amended, or under 
                    any state securities laws, and are being offered and 
                    sold in reliance upon federal and state exemptions for 
                    transactions not involving any public offering, (ii)
                    is acquiring the applicable Notes solely for its own 
                    account for investment purposes, and not with a view 
                    to the distribution thereof (except to Stewart and 
                    Phillips, as shareholders of each of SPI and ELI), (iii) 
                    is a sophisticated investor with knowledge and 
                    experience in business and financial matters, (iv) has 
                    received certain information concerning NVAL and has 
                    had the opportunity to obtain additional information 
                    as desired in order to evaluate the merits and the 
                    risks inherent in holding the Notes, (v) is able to
                    bear the economic risk and lack of liquidity inherent 


                                        9<PAGE>
<PAGE>
                    in holding the Notes, and (vi) is an "accredited 
                    investor" as defined in Regulation D promulgated by 
                    the Securities and Exchange Commission.

          B.   By NVAL Group.  Each of the NVAL Group represents and warrants
          (jointly and severally) to and for the benefit of each of the SPI 
          Group as follows as of the Execution Date and the Closing Date:

               1.   Existence and Authority.  Each of NVAL, NVS-C, and NVS-NC
                    is a corporation duly organized, validly existing and in 
                    good standing under the laws of the state of its 
                    incorporation with corporate power to own and operate 
                    its business and properties and to carry on its business 
                    as presently conducted.  The execution, delivery and 
                    performance of this Agreement has been duly authorized 
                    by all corporate action required on the part of each of
                    NVAL, NVS-C, and NVS-NC, and no further corporate action
                    will be necessary on the part of each of NVAL, NVS-C, 
                    and NVS-NC to make this Agreement valid and binding 
                    upon each of them.

               2.   Enforceability.  This Agreement constitutes a legal, 
                    valid and binding obligation of each of NVAL, NVS-C, 
                    and NVS-NC, enforceable in accordance with its terms, 
                    and will not result in the violation of any term or 
                    provision of the articles of incorporation or by-laws 
                    of each of NVAL, NVS-C, and NVS-NC or the laws of any 
                    jurisdiction to which NVAL, NVS-C and NVS-NC may be
                    subject or of any agreement, contract or indenture to 
                    which NVAL, NVS-C, or NVS-NC is a party or by which 
                    any of NVAL, NVS-C, or NVS-NC may be bound or affected; 
                    nor is any consent or approval of any Person to the 
                    consummation of the transactions herein described 
                    necessary or required, other than as expressly provided 
                    herein.

               3.   Litigation.  To the best of its knowledge, there is no 
                    claim, action, counterclaim, suit, proceeding or 
                    investigation pending or threatened against any member 
                    of the NVAL Group, before any court or any arbitrator 
                    or governmental agency affecting the License Interests, 
                    the Clinic Personalty or the consummation of the
                    transactions contemplated hereby.

               4.   Disclosure.  The representations and warranties contained 
                    in this Section 4B do not contain any untrue statement 
                    of a fact or omit to state a fact necessary in order 
                    to make the statements and information contained herein 
                    not materially misleading.

               5.   Compliance with Credit Agreement.  NVAL is in compliance 
                    with all terms and conditions of the Credit Agreement.


                                        10<PAGE>
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     5.   Conduct of Business Pending Closing.  

          A.   SPI Group.  Each member of the SPI Group covenants and 
               agrees that, between the Execution Date and the Closing Date:

               1.   Business.  The business and operations of each of SPI 
                    and ELI shall, subject to Section 5A4 hereof, be 
                    conducted only in the ordinary course and each of SPI 
                    and ELI shall use its best efforts to preserve the 
                    goodwill of Optometrists and other Persons having
                    business with each of SPI and ELI.

               2.   Miscellaneous Assets.  ELI will maintain the 
                    Miscellaneous Assets in the same condition as on the 
                    Execution Date, ordinary wear and tear excepted.

               3.   Liens.  SPI will not sell or transfer, mortgage, pledge 
                    or subject to any lien, charge or other encumbrance any 
                    asset included in the License Interests.

               4.   Sublicenses.  Each of SPI and ELI will not enter into 
                    any (a) new optometric sublicenses or (b) amendments 
                    to any of the Optometric Sublicenses, without the prior 
                    written consent of a member of the NVAL Group.

               5.   Cooperation.  Each member of the SPI Group shall fully 
                    cooperate with NVS-C in connection with its (a) 
                    application to obtain the License and (b) request to 
                    the Department that the Department approve the 
                    transaction whereby the California License Interest is
                    transferred by SPI to NVS-C.  Such cooperation shall 
                    include, without limitation, (a) promptly assisting 
                    NVS-C in (i) responding to requests by the Department 
                    for information or documentation, and (ii) obtaining 
                    from the California Optometrists executed provider 
                    agreements with NVS-C (in form and substance satisfactory 
                    to NVS-C and the Department), (b) promptly executing and 
                    delivering documents or instruments requested by NVS-C 
                    or the Department, and (c) traveling to California, 
                    when and as requested by NVS-C, to meet with, as 
                    appropriate, (i) representatives of the Department, 
                    (ii) California Optometrists, and (iii) representatives 
                    of NVS-C.  All such cooperation shall be at the cost 
                    and expense of SPI except that, if SPI incurs out of 
                    pocket expenses on or after November 1, 1996 in 
                    connection with such cooperation, such expenses shall 
                    be reimbursed by a member of the NVAL Group.


                                        11<PAGE>
<PAGE>
               6.   Access.  Each of SPI and ELI will permit representatives 
                    of any member of the NVAL Group to have full access to 
                    all books, records, software, hardware, contracts, files, 
                    and documents (all the foregoing, collectively, "Records") 
                    and premises and personnel relating to SPI, ELI, or their 
                    respective businesses, including, without limitation, 
                    Records relating to the License Interests, the Optometric 
                    Sublicenses, and any Optometrist.  Neither the granting
                    of such access nor the information obtained from any 
                    Records shall impair or in any way affect the 
                    representations, warranties, and covenants made in this 
                    Agreement by any member of the SPI Group or the rights 
                    of any member of the NVAL Group with respect thereto, 
                    under this Agreement or otherwise.

               7.   Notice of Developments.  Each member of the SPI Group 
                    will give prompt written notice to NVAL of any material 
                    adverse development causing a breach of any of its own 
                    representations and warranties in Section 4A hereof.  No 
                    disclosure by any party pursuant to this Section 5A7, 
                    however, shall be deemed to prevent or cure any 
                    misrepresentation, breach of warranty, or breach of
                    covenant.

               8.   Exclusivity.  Each of SPI and ELI will not (a) solicit, 
                    initiate, or encourage the submission of any proposal 
                    or offer from any Person relating to the acquisition of 
                    any capital stock or other voting securities, or any 
                    substantial portion of the assets, of SPI or ELI 
                    (including any acquisition structured as a merger,
                    consolidation, or share exchange) or any sale or 
                    disposition of any, all, or part of the License 
                    Interests, or the Optometric Sublicenses, or (b) 
                    participate in any discussions or negotiations regarding,
                    furnish any information with respect to, assist or 
                    participate in, or facilitate in any other manner any 
                    effort or attempt by any Person to do or seek any of 
                    the foregoing.  Each of SPI and ELI will notify NVAL 
                    immediately if any Person makes any proposal, offer, 
                    inquiry, or contact with respect to any of the foregoing.

               9.   Employee.  SPI and Stewart and Phillips shall assist in 
                    NVS-C's obtaining the services of Scott Swanson, O.D., 
                    as Director of Quality Assurance for NVS-C, on terms 
                    satisfactory to NVS-C.

               10.  General.  Each member of the SPI Group shall exercise 
                    its best efforts to take all action and to do all things 
                    necessary, proper, and advisable to consummate the 
                    transactions contemplated herein.


                                        12<PAGE>
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          B.   NVAL Group.  Each member of the NVAL Group covenants and 
               agrees that, between the Execution Date and the Closing Date:

               1.   Notice of Developments.  Each member of the NVAL Group 
                    will give prompt written notice to the SPI Group of any 
                    material adverse development causing a breach of any of 
                    its own representations and warranties in Section 4B 
                    hereof.  No disclosure by any party pursuant to this 
                    Section 5B1, however, shall be deemed to prevent or 
                    cure any misrepresentation, breach of warranty, or 
                    breach of covenant.

               2.   Capital Contributions.  NVAL shall cause each of the 
                    California Note and West Virginia Note to be contributed 
                    to the capital of each of NVS-C and NVS-NC, respectively.

               3.   General.  Each member of the NVAL Group shall exercise 
                    its best efforts to take all action and to do all things 
                    necessary, proper, and advisable to consummate the 
                    transactions contemplated herein.

     6.   Conditions to Closing.

          A.   In Favor of NVAL Group.  The obligation of each member of the 
               NVAL Group to consummate the transactions contemplated hereby 
               is subject to the satisfaction, at or before the Closing Time, 
               of the following conditions:

               1.   Representations and Warranties.  All representations and
                    warranties made in Section 4A hereof shall be true on 
                    and as of the Closing Date as though such representations 
                    and warranties were made on and as of the Closing Date.  

               2.   Covenants.  Each member of the SPI Group shall have 
                    performed and complied in all material respects with all 
                    covenants and agreements and satisfied all conditions 
                    that each such party is required by this Agreement to 
                    perform and comply with before or at the Closing.

               3.   Documents.  All documents and instruments required to be
                    delivered by each member of the SPI Group pursuant to 
                    this Agreement prior to or at the Closing Time shall 
                    have been delivered prior to or at such time.

               4.   License.  NVS-C shall have obtained the License on terms 
                    and conditions satisfactory to it.


                                        13<PAGE>
<PAGE>
               5.   Department.  The Department shall have consented, on 
                    terms and conditions satisfactory to NVS-C, to the 
                    transaction whereby the California License Interest is 
                    transferred by SPI to NVS-C. 

               6.   Credit Agreement.  The banks which are parties to the 
                    Credit Agreement have either (a) approved this Agreement 
                    and the transactions contemplated hereby or (b) have 
                    executed an amendment to the Credit Agreement which, 
                    either expressly or by implication, permits each member 
                    of the NVAL Group to consummate the transactions 
                    contemplated hereby without there being a breach or 
                    default under the Credit Agreement by NVAL, in either 
                    case on terms and conditions satisfactory to each member
                    of the NVAL Group.

               7.   Master Assignment Agreement.  SPI shall have, prior to 
                    the Closing Time, executed the Master Assignment 
                    Agreement and delivered such agreement to NVAL.

               8.   Actions.  All actions to be taken by each member of the 
                    SPI Group in connection with the transactions contemplated 
                    herein and all certificates, opinions, instruments, and 
                    other documents required to consummate the transactions 
                    contemplated herein will be reasonably satisfactory in 
                    form and substance to each member of the NVAL Group.

          B.   In Favor of SPI Group.  The obligation of each member of the 
               SPI Group to consummate the transactions contemplated hereby 
               is subject to the satisfaction, at or before the Closing Time, 
               of the following conditions:

               1.   Representations and Warranties.  All representations and
                    warranties made in Section 4B hereof shall be true on and 
                    as of the Closing Date as though such representations and 
                    warranties were made on and as of the Closing Date.  

               2.   Covenants.  Each member of the NVAL Group shall have
                    performed and complied in all material respects with all 
                    covenants and agreements and satisfied all conditions 
                    that each such party is required by this Agreement to 
                    perform and comply with before or at the Closing.

               3.   Documents.  All documents, payments, and instruments 
                    required to be delivered by each member of the NVAL 
                    Group pursuant to this Agreement prior to or at the 
                    Closing Time shall have been delivered prior to or at 
                    such time.


                                        14<PAGE>
<PAGE>
               4.   Actions.  All actions to be taken by each member of the 
                    NVAL Group in connection with the transactions 
                    contemplated herein and all certificates, opinions, 
                    instruments, and other documents required to consummate 
                    the transactions contemplated herein will be reasonably 
                    satisfactory in form and substance to each member of 
                    the SPI Group.

     7.   Closing.

          A.   Time and Place.  The Closing will take place on the Closing 
               Date at the offices of NVAL at 296 Grayson Highway, 
               Lawrenceville, Georgia.

          B.   Documents and Instruments.  The following items will be 
               delivered at the Closing Time:

               1.   Deliveries by SPI.  SPI shall execute and deliver:

                    a.   California Assignment.  The California Assignment to
                         NVS-C.

                    b.   West Virginia Assignment.  The West Virginia 
                         Assignment to NVS-NC.

               2.   Delivery by ELI.  ELI shall execute and deliver to NVAL 
                    (a) the Goodwill Assignment and (b) the Bill of Sale.

               3.   Deliveries by SPI Group.  The SPI Group will deliver to 
                    NVAL:

                    a.   Opinion Letter.  An opinion letter of Doffermyre 
                         Shields Canfield Knowles & Devine, counsel for the 
                         SPI Group, dated as of the Closing Date, in the 
                         form of Exhibit O.  

                    b.   Closing Certificate.  A certificate substantially 
                         in the form of Exhibit P, dated as of the Closing 
                         Date, and signed by each of Stewart and Phillips, to 
                         the effect that the representations and warranties 
                         of the SPI Group contained in Section 4A hereof are 
                         true and correct on and as of the Closing Date.

                    c.   Resolutions.  Certified copies of resolutions of the 
                         Board of Directors and the shareholders of each of 
                         SPI and ELI authorizing the execution, delivery, 
                         and performance (by SPI and ELI, respectively) of 
                         this Agreement.


                                        15<PAGE>
<PAGE>
               4.   Delivery by NVS-C.  NVS-C will deliver the executed 
                    California Note to SPI.

               5.   Delivery by NVS-NC.  NVS-NC will deliver the executed 
                    West Virginia Note to SPI.

               6.   Deliveries by NVAL.  NVAL will execute and deliver: 

                    a.   Termination and Goodwill Note.  The Termination and
                         Goodwill Note to ELI.
     
                    b.   Noncompetition Notes.  A Noncompetition Note to 
                         Stewart and a Noncompetition Note to Phillips.

                    c.   Cash Payments.  The following payments (made by
                         corporate check):

                         i.   $345,000 to SPI, with respect to the California
                              License Interest.

                         ii.  $10,000 to SPI, with respect to the West Virginia
                              License Interest.

                         iii. $85,000 (less one half the Preclosing Payment 
                              (if any) which may have been made pursuant to
                              Section 10 hereof) to ELI, with respect to the
                              Goodwill.

                         iv.  $60,000 (less one half the Preclosing Payment 
                              (if any) which may have been made pursuant to
                              Section 10 hereof) to ELI, with respect to the
                              termination of the Consulting Agreement.

                         v.   $4,000 for the Miscellaneous Assets.

                    d.   Closing Certificate.  A certificate substantially in 
                         the form of Exhibit Q, dated as of the Closing Date, 
                         and signed by an officer of NVAL, to the effect that 
                         the representations and warranties of the NVAL Group 
                         contained in Section 4B hereof are true and correct 
                         on and as of the Closing Date.

               7.   Exchanges.

                    a.   Termination Agreement.  NVAL and ELI will execute and
                         exchange the Termination Agreement.


                                        16<PAGE>
<PAGE>
                    b.   Noncompetition Agreements.  NVAL and Stewart will
                         execute and exchange and NVAL and Phillips will 
                         execute and exchange the applicable Noncompetition 
                         Agreement.

                    c.   Technical Assistance Agreements.  NVAL and Stewart 
                         will execute and exchange and NVAL and Phillips will 
                         execute and exchange the applicable Technical 
                         Assistance Agreement.  

     8.   Indemnification.

          A.   Obligation.  Each member of the SPI Group on the one hand and 
               of the NVAL Group on the other hand ("Indemnitor") jointly 
               and severally agrees to indemnify and hold harmless each member 
               of the other group, its affiliates, officers and directors 
               (hereinafter collectively, "Indemnitee") from and against and 
               in respect of any and all loss, damage, liability, cost
               and expense, including reasonable attorney's fees and amounts 
               paid in settlement, suffered or incurred by any Indemnitee by 
               reason of or arising out of any misrepresentation, breach of 
               warranty or breach or nonfulfillment of any agreement of the 
               other party hereto contained in this Agreement or in any 
               certificate, schedule, instrument or document delivered 
               pursuant to the provisions of this Agreement.  It is expressly
               agreed that, subject to the provisions of Section 12N hereof, 
               no member of the NVAL Group, nor its successors and assigns, 
               shall have the right to offset its obligations under the Notes.

          B.   Claims.  If any claim or action by a third party arises after 
               the Closing Date for which Indemnitor may be liable under the 
               terms hereof, then Indemnitee shall notify Indemnitor within 
               a reasonable time after such claim or action arises and is 
               known to Indemnitee, and shall give Indemnitor a reasonable 
               opportunity:

               1.   to conduct any proceedings or negotiations in connection 
                    therewith and necessary or appropriate to defend 
                    Indemnitee;

               2.   to take all other required steps or proceedings to settle 
                    or defend any such claim or action; and
          
               3.   to employ counsel to contest any such claim or action 
                    in the name of Indemnitee or otherwise.

               The expenses of all proceedings, contests or lawsuits with 
               respect to such claims or actions shall be borne by Indemnitor.
               If Indemnitor wishes to assume the defense of such claim or 
               action, then Indemnitor shall give written notice to 
               Indemnitee within 30 days after notice from Indemnitee


                                        17<PAGE>
<PAGE>
               of such claim or action (unless the claim or action reasonably 
               requires a response in less than 30 days after the notice 
               is given to Indemnitor, in which event Indemnitor shall notify 
               Indemnitee at least 10 days prior to such reasonably required 
               response date), and Indemnitor shall thereafter assume the 
               defense of any such claim or liability, through counsel
               reasonably satisfactory to Indemnitee; provided that 
               Indemnitee may participate in such defense at its own expense 
               and shall, in any event, have the right to control the 
               defense of the claim or action.

          C.   Defense.  If Indemnitor does not assume the defense of, or 
               if after so assuming Indemnitor fails to defend, any such 
               claim or action, then Indemnitee may defend against such 
               claim or action in such manner as it may deem appropriate 
               (provided that Indemnitor may participate in such defense 
               at its own expense) and Indemnitee may settle such claim or
               litigation on such terms as it may deem appropriate and in 
               good faith, and Indemnitor shall promptly reimburse Indemnitee 
               for the amount of all expenses, legal and otherwise, 
               reasonably and necessarily incurred by Indemnitee in 
               connection with the defense against the settlement of such
               claim or action.  If no settlement of such claim or litigation 
               is made, Indemnitor shall satisfy any judgment rendered with 
               respect to such claim or in such action, before Indemnitee 
               is required to do so, and pay all expenses, legal or 
               otherwise, reasonably and necessarily incurred by Indemnitee 
               in the defense of such claim or litigation.

          D.   Judgment.  If a judgment is rendered against Indemnitee in 
               any action covered by the indemnification hereunder, or any 
               lien in respect of such judgment attaches to any of the 
               assets of Indemnitee, Indemnitor shall immediately upon 
               such entry or attachment pay such judgment in full or
               discharge such lien unless, at the expense and direction of 
               Indemnitor, an appeal is taken under which the execution of 
               the judgment or satisfaction of the lien is stayed.  If and 
               when a final judgment is rendered in any such action, 
               Indemnitor shall forthwith pay such judgment or discharge 
               such lien before Indemnitee is compelled to do so.

     9.   Bulk Sales Act and Non-Assumption of Liabilities.

          A.   Bulk Sales Act.  Each of SPI and ELI does hereby jointly and 
               severally indemnify and hold harmless each member of the NVAL 
               Group against any claims made by creditors of SPI or ELI, 
               including but not limited to any losses, reasonable expenses 
               and attorney fees which are incurred by any member of the NVAL 
               Group as the result of any litigation, action, or proceeding 
               which may arise out of any failure of SPI or ELI to comply
               with the bulk sales act of either California or of Georgia.


                                        18<PAGE>
<PAGE>
          B.   Non-Assumption of Liabilities.  Except and only except as 
               expressly stated to the contrary in this Agreement, no member 
               of the NVAL Group does or will hereby assume or be responsible 
               for any liability or obligation whatsoever of any of the 
               members of the SPI Group.

     10.  Preclosing Payment.  If and only if the Closing Date has not 
occurred on or before January 3, 1997, then NVAL shall on such date deliver 
the Preclosing Payment to ELI.  If the Closing subsequently occurs pursuant 
to this Agreement, then the Preclosing Payment shall be applied in the manner 
described in Section 7B6 hereof.  If the Closing does not subsequently
occur pursuant to this Agreement, then the Preclosing Payment shall be 
returned by ELI to NVAL no later than March 1, 1997.  Failure by ELI to 
timely return such payment shall be deemed a default by ELI under the 
Consulting Agreement.  

     11.  Termination.

          A.   Termination of Agreement.  Certain of the parties hereto 
               may terminate this Agreement as provided below:

               1.   The parties hereto may terminate this Agreement by 
                    written consent at any time prior to the Closing.

               2.   Any member of the NVAL Group may terminate this 
                    Agreement by giving written notice to SPI at any time 
                    prior to the Closing (a) in the event any member of 
                    the SPI Group has breached any material representation, 
                    warranty, or covenant contained in this Agreement in 
                    any material respect, NVAL has notified SPI of the
                    breach, and the breach has continued without cure for 
                    a period of 30 days after the notice of breach or (b) 
                    if the Closing shall not have occurred on or before 
                    February 28, 1997, by reason of the failure of any 
                    condition precedent under Section 6A hereof (unless
                    the failure results primarily from any member of the 
                    NVAL Group itself breaching any representation, warranty, 
                    or covenant contained in this Agreement).

               3.   Any member of the SPI Group may terminate this Agreement 
                    by giving written notice to NVAL at any time prior to 
                    the Closing (a) in the event any member of the NVAL 
                    Group has breached any material representation, warranty, 
                    or covenant contained in this Agreement in any material 
                    respect, SPI has notified NVAL of the breach, and the 
                    breach has continued without cure for a period of
                    30 days after the notice of breach or (b) if the Closing 
                    shall not have occurred on or before February 28, 1997, 
                    by reason of the failure of any condition precedent 
                    under Section 6B hereof (unless the failure results 
                    primarily from any member of the SPI Group itself 
                    breaching any representation, warranty, or covenant
                    contained in this Agreement).


                                        19<PAGE>
<PAGE>
          B.   Effect of Termination.  If any party hereto terminates this 
               Agreement pursuant to Section 11A hereof, all rights and 
               obligations of the parties hereunder shall terminate without 
               any liability of any party to any other party (except for 
               any liability pursuant to Section 10 hereof or of any
               party then in breach).

     12.  Miscellaneous Provisions.

          A.   Survival of Representations.  All statements contained herein 
               or in any certificate or other instrument delivered by or 
               on behalf of any of the parties hereto or in connection with 
               the transactions contemplated hereby shall be deemed 
               representations, warranties, covenants and agreements
               made by the respective parties to this Agreement and shall 
               survive the consummation of the transactions contemplated 
               herein.  

          B.   Specific Performance.  The parties acknowledge that irreparable 
               damage would result if this Agreement is not specifically 
               enforced and that, therefore, the rights and obligations of 
               the parties under this Agreement may be enforced by a decree 
               of specific performance issued by a court of competent 
               jurisdiction.  Such remedy shall, however, not be exclusive and
               shall be in addition to any other remedies which any party may 
               have under this Agreement or otherwise.

          C.   Waiver of Right to Rescind.  If the transactions contemplated 
               hereby are consummated, each party hereto waives 
               (notwithstanding any breach by any party of its representations,
               warranties, or covenants set forth in this Agreement) any 
               rights it may have to rescind either this Agreement or the
               transactions contemplated hereby.  The foregoing waiver shall 
               not affect any other rights or remedies available to the 
               parties under this Agreement or otherwise.

          D.   Notices.  This Section governs the transmission of all notices.

               1.   Address.

                    a.   To Any Member of the NVAL Group.  All notices to any
                         member of the NVAL Group must be delivered to 296
                         Grayson Highway, Lawrenceville, Georgia 30245, Attn:
                         Vice President, General Counsel, or such other 
                         address of which such party notifies SPI.


                                        20<PAGE>
<PAGE>
                    b.   To Any Member of the SPI Group.  All notices to any
                         member of the SPI Group must be delivered to
                         __________________ with a copy to: Everette 
                         Doffermyre, Esq., Doffermyre Shields Canfield 
                         Knowles & Devine, 1355 Peachtree Street, Suite 1600, 
                         Atlanta, Georgia 30309, or to such other address of 
                         which such party has notified NVAL. 

               2.   Manner of Delivery.  All notices shall be hand delivered 
                    or sent by (a) registered or certified mail, postage 
                    prepaid, with return receipt requested; or (b) recognized 
                    overnight courier service.

               3.   Effective Time of Notice.  Notices shall be deemed 
                    delivered (a) upon receipt if delivered by hand; (b) 
                    three business days after mailing if mailed (provided 
                    that any such mailed notice is sent by certified mail, 
                    postage prepaid, with return receipt requested and
                    a return receipt is received); or (c) one business day 
                    after deposit with an overnight courier service if 
                    delivered by overnight courier.

          E.   Pronouns.  The use of the neuter singular pronoun to refer to 
               any party shall be deemed a proper reference even though 
               such party may be an individual, group of individuals, 
               association, partnership, or corporation or groups of 
               corporations.  The necessary grammatical changes required
               to make the provisions of this Agreement apply in the plural 
               sense where a party consists of more than one Person shall 
               in all instances be assumed as though in each case fully 
               expressed.

          F.   Applicable Law.  Subject to the following sentence, this 
               Agreement shall be governed by, construed, and enforced in 
               accordance with the laws of Georgia without giving effect 
               to its conflict of laws principles or rules.  Notwithstanding 
               the foregoing, each of the California Assignment and the
               California Note shall be governed by, construed, and enforced 
               in accordance with the laws of California without giving 
               effect to its conflict of laws principles or rules.

          G.   Expenses.  Whether or not the transactions contemplated 
               hereby are consummated, the parties shall pay their own 
               respective expenses.

          H.   Attorney Fees.  In the event of any litigation arising out 
               of this Agreement, the non-prevailing party will pay the 
               expenses of the prevailing party, including, without 
               limitation, reasonable attorney and accounting fees.


                                        21<PAGE>
<PAGE>
          I.   Time of Essence.  Time is of the essence under this Agreement, 
               including the Notes.

          J.   Headings.  The headings in this Agreement are solely for 
               convenience of reference and shall be given no effect in the 
               construction or interpretation of this Agreement.

          K.   Publicity.  No member of the SPI Group shall issue any press 
               release or make any other public statement relating to or 
               connected with or arising out of this Agreement or the 
               matters contained herein, without obtaining the prior 
               written approval of NVAL of the contents and the manner of
               presentation and publication thereof.  At least one day 
               prior to issuing any press release concerning this 
               Agreement, NVAL shall provide a proposed draft thereof to 
               ELI and shall in good faith consider any comments ELI
               may have, provided that (1) such comments are provided to 
               NVAL within 24 hours of delivery of the press release by 
               NVAL to ELI and (2) NVAL shall have no legal obligation 
               to revise the press release.

          L.   Severability.  Any term or provision of this Agreement that 
               is invalid or unenforceable in any situation in any 
               jurisdiction shall not affect the validity or enforceability 
               of the remaining terms and provisions hereof or the validity 
               or enforceability of the offending term or provision in any
               other situation or in any other jurisdiction.

          M.   No Third Party Beneficiary.  This Agreement does not confer 
               any rights or remedies upon any Person not a party hereto.

          N.   Arbitration.  Any dispute or controversy arising out of, 
               based on, or in connection with this Agreement, or any 
               transaction contemplated hereby shall, subject to the other 
               provisions of this Section 12N, be settled by arbitration 
               to be held in Atlanta, Georgia in accordance with the rules 
               then in effect of the American Arbitration Association or 
               any successor thereto.  The arbitrator may grant injunctions 
               or other relief (including, by way of example and not by 
               limitation, allowing a party hereto to offset its 
               obligations under or exercise rights of recoupment with 
               respect to the Notes or other instruments) in such dispute 
               or controversy.  The decision of the arbitrator shall be 
               final, conclusive, and binding on the parties to the 
               arbitration.  Judgment may be entered on the arbitrator's 
               decision in any court having jurisdiction, and the parties 
               irrevocably consent to the jurisdiction of the Georgia 
               courts for this purpose.  In any such arbitration, the 
               parties waive personal service of any process or other
               papers and agree that service thereof may be made in 
               accordance with Section 12D hereof.  The losing party in 
               such arbitration shall pay all the costs and expenses of 
               such arbitration and all the reasonable counsel fees
               and expenses of all the other parties thereto.  
               Notwithstanding the foregoing provisions of this Section 12N, 
               any dispute or controversy arising out of, based on, or in 
               connection with either or both of the Noncompetition 

                                        22<PAGE>
<PAGE>
               Agreements shall be brought in the forum described in Section 
               4I of each of the Noncompetition Agreements.

          O.   Further Assurances.  From time to time subsequent to the 
               Closing Date, each party shall at the request of any other 
               party execute and deliver such additional instruments, 
               conveyances, transfers and other assurances and take such 
               other actions as the requesting party may reasonably request 
               in order to complete the transactions contemplated by this 
               Agreement and to carry out its provisions.  

          P.   Assignment.  No member of the SPI Group may assign its 
               rights or delegate its duties under this Agreement.

          Q.   Entire Agreement; Amendments.  This Agreement contains the 
               entire understanding of the parties with respect to the 
               subject matter contained herein.  This Agreement supersedes 
               all prior agreements and understandings between the parties 
               with respect to such subject matter.  This Agreement may be 
               modified only by an agreement in writing signed by the 
               parties hereto.  The terms "hereof, "hereunder" and similar 
               terms refer to the specified provision or provisions of 
               this Agreement for Assignment of License Interests and 
               Related Matters.

     IN WITNESS WHEREOF, the parties have executed this Agreement for 
Assignment of License Interests and Related Matters as of the Execution 
Date.


NATIONAL VISION ASSOCIATES, LTD.        EYECARE LEASING, INC.

By   /s/ Mitchell Goodman               By   /s/ James A. Stewart, O.D.
  Name:  Mitchell Goodman               Name:    James A. Stewart, O.D.
  Title: Vice President                 Title:   President


NVAL VISIONCARE SYSTEMS                 STEWART-PHILLIPS, INC.
OF CALIFORNIA, INC.

By   /s/ Mitchell Goodman               By   /s/ James A. Stewart, O.D.
  Name:  Mitchell Goodman               Name:    James A. Stewart, O.D.
  Title: Vice President                 Title:   President


NVAL VISIONCARE SYSTEMS
OF NORTH CAROLINA, INC.

By   /s/ Mitchell Goodman                    /s/ James A. Stewart, O.D.
  Name:  Mitchell Goodman                        James A. Stewart, O.D.
  Title: Vice President                 

                                             /s/ Stephen F. Phillips, O.D.
                                                 Stephen F. Phillips, O.D.

                                        23
<PAGE>
<PAGE>

                          AGREEMENT FOR
               ASSIGNMENT OF LICENSE INTERESTS AND
                         RELATED MATTERS

                 INDEX TO EXHIBITS AND SCHEDULES


EXHIBITS:                               SCHEDULES:

A    Bill of Sale                       1W   Miscellaneous Assets
B    California Assignment              4A8  Optometric Sublicenses
C    California Note                    4A10 Contracts
D    Consulting Agreement
E    Goodwill Assignment
F    Master Assignment Agreement
G-1  Noncompetition Agreement 
       between NVAL and Stewart
G-2  Noncompetition Agreement
       between NVAL and Phillips
H-1  Noncompetition Note in favor
       of Stewart
H-2  Noncompetition Note in favor
       of Phillips
I    Optometric Sublicenses
J-1  Technical Assistance Agreement
       between NVAL and Stewart
J-2  Technical Assistance Agreement
       between NVAL and Phillips
K    Termination Agreement
L    Termination and Goodwill Note
M    West Virginia Assignment
N    West Virginia Note
O    Opinion of Counsel for SPI Group
P    Closing Certificate by Stewart 
       and Phillips
Q    Closing Certificate by Officer
       of NVAL