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                    STOCK PURCHASE AGREEMENT



                            BETWEEN


                       MYREL NEUMANN, O.D.


                              AND


                NATIONAL VISION ASSOCIATES, LTD.



                       SEPTEMBER 15, 1997

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                        TABLE OF CONTENTS

                                                        Page Nos.
1.   Definitions
2.   Purchase and Sale of Company Shares
     (a)  Basic Transaction
     (b)  Purchase Price
     (c)  The Closing
     (d)  Deliveries at the Closing
3.   Representations and Warranties Concerning the Transaction
     (a)  Representations and Warranties of the Seller
     (b)  Representations and Warranties of the Buyer
4.   Representations and Warranties Concerning the Company 
     (a)  Organization, Qualification, and Corporate Power
     (b)  Capitalization
     (c)  Noncontravention
     (d)  Brokers' Fees
     (e)  Title to Assets
     (f)  Subsidiaries
     (g)  Financial Statements
     (h)  Events Subsequent to Most Recent Fiscal Year End
     (i)  Undisclosed Liabilities
     (j)  Legal Compliance
     (k)  Tax Matters
     (l)  Real Property
     (m)  Intellectual Property
     (n)  Tangible Assets
     (o)  Inventory
     (p)  Contracts
     (q)  Receivables
     (r)  Powers of Attorney
     (s)  Insurance
     (t)  Litigation
     (u)  Product Warranty
     (v)  Product Liability
     (w)  Employees and Optometrists
     (x)  Employee Benefits
     (y)  Guaranties
     (z)  Environmental Matters
     (aa) Certain Business Relationships with the Company
     (bb) Disclosure
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5.   Pre-Closing Covenants
     (a)  General
     (b)  Notices and Consents
     (c)  Operation of Business
     (d)  Preservation of Business
     (e)  Full Access
     (f)  Notice of Developments
     (g)  Exclusivity
     (h)  Cash Payments
6.   Post-Closing Covenants
     (a)  General
     (b)  Litigation Support
     (c)  Transition
     (d)  Confidentiality
     (e)  Company Indebtedness
     (f)  Securities
7.   Conditions to Obligation to Close
     (a)  Conditions to Obligation of the Buyer
     (b)  Conditions to Obligation of the Seller
8.   Remedies for Breaches of This Agreement
     (a)  Survival of Representations and Warranties
     (b)  Indemnification Provisions for Benefit of the Buyer
     (c)  Indemnification Provisions for Benefit of the Seller
     (d)  Matters Involving Third Parties
     (e)  Adjustment of Purchase Price
     (f)  Recoupment Under Buyer Note
     (g)  Other Indemnification Provisions
9.   Tax Matters
     (a)  Tax Periods Ending on or Before the Closing Date
     (b)  Tax Periods Beginning Before and Ending After the Closing Date
     (c)  Cooperation on Tax Matters
     (d)  Intentionally Omitted
     (e)  Certain Taxes
10.  Termination
     (a)  Termination of Agreement
     (b)  Effect of Termination
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11.  Miscellaneous
     (a)  Intentionally Omitted
     (b)  Press Releases and Public Announcements
     (c)  No Third-Party Beneficiaries
     (d)  Entire Agreement
     (e)  Succession and Assignment
     (f)  Counterparts
     (g)  Headings
     (h)  Notices
     (i)  Governing Law
     (j)  Amendments and Waivers
     (k)  Severability
     (l)  Expenses
     (m)  Construction
     (n)  Incorporation of Exhibits and Schedules
     (o)  Specific Performance
     (p)  Arbitration
     (q)  Time of Essence

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<PAGE>

                    STOCK PURCHASE AGREEMENT

     Agreement entered into as of September 15, 1997, by and between 
National Vision Associates, Ltd., a Georgia corporation (the "Buyer"), 
and Myrel Neumann, O.D., an optometrist licensed in Minnesota (the "Seller").

                            Recitals

     A.   The Seller owns all of the outstanding capital stock of Midwest 
          Vision, Inc., a Minnesota corporation (the "Company").

     B.   The Company is in the business of selling eyeglasses, contact 
          lenses, industrial eyewear and providing related optical and 
          optometric goods and services.

     C.   This Agreement contemplates a transaction in which the Buyer will 
          purchase from the Seller, and the Seller will sell to the Buyer, 
          all of the outstanding capital stock of the Company in return 
          for cash, the Buyer Note, and common stock of the Buyer.

     Now, therefore, in consideration of the premises and the mutual promises 
herein made, and in consideration of the representations, warranties, and 
covenants herein contained, the receipt and sufficiency of which are 
acknowledged, the Parties agree as follows.

     1. Definitions

     "Accredited Investor" has the meaning set forth in Regulation D 
promulgated under the Securities Act.

     "Action" means any claim, action, suit, hearing, charge, complaint, 
demand, arbitration, mediation, inquiry, proceeding or investigation by or 
before any Authority (or arbitrator or mediator, as the case may be) whether 
at law or in equity, whether criminal or civil in nature.

     "Accounting Applications" has the meaning set forth in Section 2(e)(i) 
below.

     "Accounting Firm" means Arthur Andersen, LLP.

     "Actual Value" has the meaning set forth in Section 2(e) below.

     "Adverse Consequences" means all Actions, Orders, damages, dues, 
penalties, fines, costs, amounts paid in settlement, Liabilities, 
obligations, Taxes, liens, losses, expenses, and fees, including court costs 
and reasonable attorneys' fees and expenses.

     "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations 
promulgated under the Securities Exchange Act.

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     "Affiliated Group" means any affiliated group within the meaning of 
Code Section 1504(a) or any similar group defined under a similar provision of 
state, local or foreign law.

     "Agreement" means this Stock Purchase Agreement.

     "Ancillary Agreements" means the Headquarters Lease, the Neumann 
Employment Agreement, the Release, and the Put Option Agreement.

     "Authority" means any federal, state, or local or any foreign 
government, governmental, regulatory or administrative authority, agency, 
or commission, or any court, tribunal or arbitral body.

     "Bank" means First American Bank, N.A.

     "Basis" means any past or present fact, situation, circumstance, 
status, condition, activity, practice, plan, occurrence, event, incident, 
action, failure to act, or transaction that forms or could form the basis 
for any specified consequence.

     "Buyer" has the meaning set forth in the preamble above.

     "Buyer Note" means the promissory note attached as Exhibit A.

     "Closing" has the meaning set forth in Section 2(c) below.

     "Closing Date" has the meaning set forth in Section 2(c) below.

     "Closing Date Balance Sheet" has the meaning set forth in Section 2(e) 
below.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "COBRA" means the requirements of Part 6 of Subtitle B of Title I of 
ERISA and Code Section 4980B.

     "Common Shares" means shares of common stock, par value $.01 per share, 
of the Buyer.

     "Company" has the meaning set forth in the recitals above.

     "Company Guarantee" means a guarantee, dated July 25, 1996, by the 
Company in favor of the Bank, by which the Company guarantees payment of the 
Neumann Indebtedness.

     "Company Indebtedness" means indebtedness of the Company to the Bank 
represented by the Loan Documents.

                                      2
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     "Company Share" means any share of the common stock, par value $100 
per share, of the Company.

     "Confidential Information" means any information concerning the 
businesses and affairs of the Company that is not already generally 
available to the public.

     "Deferred Intercompany Transaction" has the meaning set forth in 
Reg. Section 1.1502-13.

     "Designated Leases" has the meaning set forth in Section 7(a)(x)

     "Disclosure Schedule" has the meaning set forth in Section 4 below.

     "Draft Closing Date Balance Sheet" has the meaning set forth in Section 
2(e) below.

     "Employee Benefit Plan" means any (a) nonqualified deferred 
compensation or retirement plan or arrangement, (b) qualified defined 
contribution retirement plan or arrangement which is an Employee Pension 
Benefit Plan, (c) qualified defined benefit retirement plan or arrangement 
which is an Employee Pension Benefit Plan (including any Multiemployer 
Plan), or (d) Employee Welfare Benefit Plan or material fringe benefit or 
other retirement, bonus, or incentive  plan or program.

     "Employee Pension Benefit Plan" has the meaning set forth in ERISA 
Section 3(2).

     "Employee Plan" has the meaning set forth in Section 4(x) below.

     "Employee Welfare Benefit Plan" has the meaning set forth in ERISA 
Section 3(1).

     "Employees" means the employees of the Company.

     "Environmental Requirements" shall mean all federal, state and local 
statutes, regulations, ordinances and other provisions having the force or 
effect of law, all judicial and administrative orders and determinations, 
all contractual obligations and all common law concerning public health and 
safety, worker health and safety, and pollution or protection of the 
environment, including without limitation all those relating to the 
presence, use, production, generation, handling, transportation, treatment, 
storage, disposal, distribution, labeling, testing, processing, discharge, 
release, threatened release, control, or cleanup of any hazardous materials,
substances or wastes, chemical substances or mixtures, pesticides, 
pollutants, contaminants, toxic chemicals, petroleum products or byproducts,
asbestos, polychlorinated biphenyls, noise or radiation, each as amended and 
as now or hereafter in effect.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended.

     "Estimated Net Book Value" means $1,319,191.

                                        3<PAGE>
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     "Excess Amount" has the meaning set forth in Section 2(f) below.

     "Excess Consideration" has the meaning set forth in Schedule 2(b).

     "Exhibit" means an exhibit to this Agreement.

     "Fiduciary" has the meaning set forth in ERISA Section 3(21).

     "Financial Statement" has the meaning set forth in Section 4(g) below.

     "GAAP" means United States generally accepted accounting principles as 
in effect from time to time.

     "Headquarters" means the administrative offices and optical laboratory 
of the Company located at 2765 Quail Road Northeast, Sauk Rapids, Minnesota.

     "Headquarters Lease" means the lease agreement attached hereto as 
Exhibit B.

     "High Value" has the meaning set forth in Section 2(e) below.

     "Indemnified Party" has the meaning set forth in Section 8(d) below.

     "Indemnifying Party" has the meaning set forth in Section 8(d) below.

     "Index" means the attached index of Exhibits, Schedules, and other 
items.

     "Intellectual Property" means (a) all inventions (whether patentable 
or unpatentable and whether or not reduced to practice), all improvements 
thereto, and all patents, patent applications, and patent disclosures, 
together with all reissuances, continuations, continuations-in-part, 
revisions, extensions, and reexaminations thereof, (b) all trademarks, 
service marks, trade dress, logos, trade names, and corporate names, 
together with all translations, adaptations, derivations, and combinations 
thereof and including all goodwill associated therewith, and all 
applications, registrations, and renewals in connection therewith,
(c) all copyrightable works, all copyrights, and all applications, 
registrations, and renewals in connection therewith, (d) all mask works 
and all applications, registrations, and renewals in connection therewith, 
(e) all trade secrets and confidential business information (including 
ideas, research and development, know-how, formulas, compositions, 
manufacturing and production processes and techniques, technical data, 
designs, drawings, specifications, customer and supplier lists, pricing 
and cost information, and business and marketing plans and proposals),
(f) all computer software (including data and related documentation), 
(g) all other proprietary rights, and (h) all copies and tangible 
embodiments thereof (in whatever form or medium). 


                                        4<PAGE>
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     "Knowledge" means actual knowledge after reasonable investigation.

     "Liability" means any liability or obligation of any nature whatsoever 
(whether known or unknown, whether asserted or unasserted, whether absolute 
or contingent, whether accrued or unaccrued, whether liquidated or 
unliquidated, and whether due or to become due), including any liability 
for Taxes.

     "Loan Documents" means the loan and related documents attached hereto 
as Exhibit C.

     "Low Value" has the meaning set forth in Section 2(e) below.

     "Most Recent Balance Sheet" means the balance sheet contained within 
the Most Recent Financial Statements.

     "Most Recent Financial Statements" has the meaning set forth in 
Section 4(g) below.

     "Most Recent Fiscal Month End" has the meaning set forth in Section 
4(g) below.

     "Most Recent Fiscal Year End" has the meaning set forth in Section 4(g) 
below.

     "Multiemployer Plan" has the meaning set forth in ERISA Section 3(37).

     "Net Book Value" means the excess of assets over liabilities as shown 
on the Closing Date Balance Sheet.

     "Neumann Employment Agreement" means the employment agreement attached 
as Exhibit D.

     "Neumann Guarantee" means a guarantee, dated July 25, 1996, by the 
Seller in favor of the Bank, by which the Seller guarantees payment of the 
Company Indebtedness.

     "Neumann Indebtedness" means indebtedness of the Seller to the Bank 
represented by the Loan Documents.

     "Notice" has the meaning set forth in Section 11(h) below.

     "Optometric Agreements" means the agreements between the Company and 
the Optometrists.

     "Optometrists" means the optometrists who, as of the date of this 
Agreement, render optometric and/or other services on premises of the 
Company.

     "Order" means any order, ruling, writ, judgment, injunction, decree, 
demand letter, stipulation, determination or award issued or entered into 
or agreed to with any Authority. 

                                        5<PAGE>
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     "Ordinary Course of Business" means the ordinary course of business 
consistent with past custom and practice (including with respect to 
quantity and frequency).

     "Party" means the Buyer and the Seller jointly.

     "Permit" has the meaning set forth in Section 4(j)(ii) below.

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

     "Policy" means the following policies of life insurance No. 4302124 
written by Principal Mutual Life Insurance Company and No. 0140120597 
written by Lincoln Benefit Life Company.

     "Preliminary Purchase Price" has the meaning set forth in Section 2(b) 
below.

     "Prohibited Transaction" has the meaning set forth in ERISA Section 
406 and Code Section 4975.

     "Purchase Price" has the meaning set forth in Section 2(f) below.

     "Put Option Agreement" means the option agreement attached hereto as 
Exhibit E.

     "Receivables" means all accounts receivable, notes and other amounts 
receivable from third parties, including (without limitation) customers and
employees, whether or not in the Ordinary Course of Business, together with 
any unpaid financial charges accrued thereon.

     "Release" means the release attached hereto as Exhibit F.

     "Schedule" means a schedule to this Agreement.

     "Securities" means, collectively, the Buyer Note and the Common Shares 
to be delivered to the Seller under this Agreement.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities Exchange Act" means the Securities Exchange Act of 1934, 
as amended.

     "Security Interest" means any mortgage, pledge, lien (including any
environmental and tax liens), encumbrance, charge, or other security 
interest.

     "Seller" has the meaning set forth in the preamble above.

     "Seller's Note Payable" means the promissory note attached as Exhibit G.

                                        6<PAGE>
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     "Seller's Note Receivable" means the promissory note attached as 
Exhibit H.

     "Subsidiary" means any corporation with respect to which a specified 
Person (or a Subsidiary thereof) owns a majority of the common stock or has 
the power to vote or direct the voting of sufficient securities to elect a 
majority of the directors.

     "Sunset Date" has the meaning set forth in Section 8(a) below.

     "Sunset Representations" has the meaning set forth in Section 8(a) 
below.

     "Tax" means any federal, state, local, or foreign income, gross 
receipts, license, payroll, employment, excise, severance, stamp, 
occupation, premium, windfall profits, environmental (including taxes under 
Code Section 59A), customs duties, built-in gains tax under Code Section 
1374, capital stock, franchise, profits, withholding, social security (or 
similar), unemployment, disability, real property, personal property, 
sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any 
interest, penalty, or addition thereto, whether disputed or not.

     "Tax Return" means any return, declaration, report, claim for refund, 
or information return or statement relating to Taxes, including any schedule 
or attachment thereto, and including any amendment thereof.

     "Third Party Claim" has the meaning set forth in Section 8(d) below.

     "Trailing Closing Price" means the average closing sale price of the 
Common Shares (as reported by the National Association of Securities Dealers 
Inc. Automatic Quotation System or the primary stock exchange or over the 
counter market upon which the Common Shares are then traded) during the 20
consecutive trading days ending on the date the Buyer delivers to the Seller
the Draft Closing Date Balance Sheet.

     "Transaction" means the transactions contemplated by this Agreement.

     2. Purchase and Sale of Company Shares.

     (a) Basic Transaction. On and subject to the terms and conditions of 
this Agreement, the Buyer agrees to purchase from the Seller, and the Seller 
agrees to sell to the Buyer, all of his Company Shares for the consideration
specified below in this Section 2.

     (b) Preliminary Purchase Price. The Buyer agrees to pay to the Seller 
at the Closing the preliminary purchase price (the "Preliminary Purchase 
Price") by delivery of (i) the Buyer Note, (ii) cash in the amount shown 
on Schedule 2(b) payable by wire transfer or delivery of other immediately 
available funds, and (iii) a certificate representing the number of Common 

                                        7<PAGE>
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Shares shown on Schedule 2(b).  Each such share shall have a value equal to 
the closing sale price of the Common Shares, as reported by the National 
Association of Securities Dealers, Inc. Automatic Quotation System, on the 
Closing Date.

     (c) The Closing. The closing of the Transaction (the "Closing") shall 
take place at the offices of Hall & Byers, P.A. in St. Cloud, Minnesota, 
commencing at 9:00 a.m. local time on the business day following the 
satisfaction or waiver of all conditions to the obligations of the
Parties to consummate the Transaction (other than conditions with respect 
to actions the respective Parties will take at the Closing itself) or such 
other date as the Buyer and the Seller may mutually determine (the 
"Closing Date"); provided, however, that the Closing Date shall 
be no earlier than September 30, 1997.  If and only if the Closing 
actually occurs on or before October 30, 1997, the Closing Date shall be 
deemed to be September 30, 1997; otherwise, the Closing Date shall be the 
date on which the Closing occurs.

     (d) Deliveries at the Closing. At the Closing, (i) the Seller will 
deliver to the Buyer the various certificates, instruments, and documents 
referred to in Section 7(a) below, (ii) the Buyer will deliver to the 
Seller the various certificates, instruments, and documents referred to 
in Section 7(b) below, (iii) the Seller will deliver to the Buyer stock 
certificates representing all of his Company Shares, endorsed in blank 
or accompanied by duly executed assignment documents, and (iv) the 
Buyer will deliver to the Seller the consideration specified in Section 
2(b) above.

     (e) Preparation of Closing Date Balance Sheet.

          (i)  Within 60 days after the Closing Date, the Buyer will 
               prepare and deliver to the Seller a draft balance sheet 
               (the "Draft Closing Date Balance Sheet") for the Company 
               as of the close of business on the Closing Date (determined 
               on a pro forma basis as though the Parties had not 
               consummated the Transaction).  The Buyer will prepare the 
               Draft Closing Date Balance Sheet in accordance with GAAP 
               applied on a basis consistent with the preparation of the 
               Financial Statements.  The Parties acknowledge that such 
               basis includes application of the accounting judgments 
               described on Schedule 2(e)(i) (the "Accounting Applications").

          (ii) If the Seller has any objections to the Draft Closing Date 
               Balance Sheet, he will deliver a detailed statement 
               describing his objections to the Buyer within 30 days after 
               receiving the Draft Closing Date Balance Sheet.  The Buyer 
               and the Seller will use reasonable efforts to resolve any 
               such objections themselves.  If the Parties do not obtain a 
               final resolution within 30 days after the Buyer has received 
               the statement of objections, however, the Accounting Firm 
               will resolve any remaining objections.  The determination 
               of the Accounting Firm will be set forth in writing and will
               be conclusive and binding upon the Parties except for the 
               case of clear mistake or gross negligence.  The Buyer will 
               revise the Draft Closing Date Balance Sheet as appropriate 

                                        8<PAGE>
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               to reflect the resolution of any objections thereto pursuant 
               to this Section 2(e)(ii).  The "Closing Date Balance Sheet" 
               shall mean the Draft Closing Date Balance Sheet together 
               with any revisions thereto pursuant to this Section 2(e)(ii).

          (iii)In the event the Parties submit any unresolved objections to 
               the Accounting Firm for resolution as provided in Section 
               2(e)(ii) above, the Buyer and the Seller will share 
               responsibility for the fees and expenses of the Accounting 
               Firm as follows:

               (A)  if the Accounting Firm resolves all of the remaining 
                    objections in favor of the Buyer (the Net Book Value 
                    so determined is referred to herein as the "Low Value"), 
                    the Seller will be responsible for all of the fees and 
                    expenses of the Accounting Firm.

               (B)  if the Accounting Firm resolves all of the remaining 
                    objections in favor of the Seller (the Net Book Value 
                    so determined is referred to herein as the "High Value"),
                    the Buyer will be responsible for all of the fees and 
                    expenses of the Accounting Firm; and

               (C)  if the Accounting Firm resolves some of the remaining 
                    objections in favor of the Buyer and the rest of the 
                    remaining objections in favor of the Seller (the Net Book 
                    Value so determined is referred to herein as the "Actual 
                    Value"), the Seller will be responsible for that fraction 
                    of the fees and expenses of the Accounting Firm equal
                    to (x) the difference between the High Value and the 
                    Actual Value over (y) the difference between the High 
                    Value and the Low Value, and the Buyer will be 
                    responsible for the remainder of the fees and expenses.

          (iv) The Buyer will make the work papers and back-up materials 
               used in preparing the Draft Closing Date Balance Sheet, and 
               the books, records, and financial staff of the Company 
               available to the Seller and his accountants and other 
               representatives at reasonable times and upon reasonable 
               notice at any time during (A) the preparation by the Buyer
               of the Draft Closing Date Balance Sheet, (B) the review by 
               the Seller of the Draft Closing Date Balance Sheet, and 
               (C) the resolution by the Parties of any objections thereto.

     (f) Adjustment to Preliminary Purchase Price.  The Preliminary Purchase 
Price will be adjusted as follows:

          (i)  If the Net Book Value exceeds the Estimated Net Book Value, 
               the Buyer will pay to the Seller an amount (such amount, the 
               "Excess Amount") equal to such excess by delivery of the 

                                        9<PAGE>
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               Excess Consideration within three business days after the 
               date on which the Net Book Value finally is determined 
               pursuant to Section 2(e) above.

          (ii) If the Net Book Value is less than the Estimated Net Book 
               Value, the Seller will pay to the Buyer an amount equal to 
               such deficiency by wire transfer or delivery of other 
               immediately available funds within three business days after 
               the date on which the Net Book Value finally is determined 
               pursuant to Section 2(e) above.

The Preliminary Purchase Price as so adjusted is referred to herein as the 
"Purchase Price".

     3. Representations and Warranties Concerning the Transaction.

     (a) Representations and Warranties of the Seller.  The Seller represents 
and warrants to the Buyer that the statements contained in this Section 3(a) 
are correct and complete as of the date of this Agreement and will be correct 
and complete as of the Closing Date (as though made then and as though the 
Closing Date were substituted for the date of this Agreement throughout this
Section 3(a)) with respect to himself, except as set forth in Schedule 3(a).

          (i)  Authorization of Transaction. The Seller has full power and 
               authority to execute and deliver this Agreement and to perform 
               his obligations hereunder. This Agreement constitutes the valid 
               and legally binding obligation of the Seller, enforceable in 
               accordance with its terms and conditions. The Seller need not 
               give any notice to, make any filing with, or obtain any 
               authorization, consent, or approval of any Authority in order 
               to consummate the Transaction.

          (ii) Noncontravention. Neither the execution and the delivery of 
               this Agreement, nor the consummation of the Transaction, will 
               (A) violate any constitution, statute, regulation, rule, 
               Order, charge, or other restriction of any Authority to which 
               the Seller is subject or (B) conflict with, result in a 
               breach of, constitute a default under, result in the 
               acceleration of, create in any party the right to accelerate, 
               terminate, modify, or cancel, or require any notice under any 
               agreement, contract, lease, license, instrument, or other 
               arrangement to which the Seller is a party or by which he is 
               bound or to which any of his assets is subject.

          (iii)Brokers' Fees. The Seller has no Liability to pay any fees or
               commissions to any broker, finder, or agent with respect to 
               the Transaction for which the Buyer could become liable or 
               obligated.

          (iv) Investment. The Seller (A) understands that the Securities 
               have not been, and will not be, registered under the 
               Securities Act, or under any state securities laws, and are 

                                        10<PAGE>
<PAGE>

               being offered and sold in reliance upon federal and state 
               exemptions for transactions not involving any public offering,
               (B) is acquiring the Securities solely for his own account 
               for investment purposes, and not with a view to the 
               distribution thereof, (C) is a sophisticated investor with 
               knowledge and experience in business and financial matters, 
               (D) has received certain information concerning the Buyer 
               and has had the opportunity to obtain additional information 
               as desired in order to evaluate the merits and the risks 
               inherent in holding the Securities, (E) is able to bear the 
               economic risk and lack of liquidity inherent in holding the 
               Securities, (F) is an Accredited Investor, and (G) acknowledges
               and agrees that each certificate representing Common Shares 
               to be delivered under this Agreement will be imprinted with 
               the legend described in Section 6(f)(ii) below.

          (v)  Company Shares. The Seller holds of record and owns 
               beneficially the number of Company Shares set forth next to 
               his name in Section 4(b) of the Disclosure Schedule, free and 
               clear of any restrictions on transfer (other than any 
               restrictions under the Securities Act and state securities
               laws), Taxes, Security Interests, options, warrants, purchase 
               rights, contracts, commitments, equities, claims, and demands. 
               The Seller is not a party to any option, warrant, purchase 
               right, or other contract or commitment that could require 
               the Seller to sell, transfer, or otherwise dispose of any
               capital stock of the Company (other than this Agreement). 
               The Seller is not a party to any voting trust, proxy, or other 
               agreement or understanding with respect to the voting of any 
               capital stock of the Company.

     (b) Representations and Warranties of the Buyer. The Buyer represents 
and warrants to the Seller that the statements contained in this Section 3(b) 
are correct and complete as of the date of this Agreement and will be correct 
and complete as of the Closing Date (as though made then and as though the 
Closing Date were substituted for the date of this Agreement throughout this
Section 3(b)), except as set forth in Schedule 3(b).

          (i)  Organization of the Buyer.  The Buyer is a corporation duly 
               organized, validly existing, and in good standing under the 
               laws of the jurisdiction of its incorporation.

          (ii) Authorization of Transaction.  The Buyer has full power and 
               authority (including full corporate power and authority) to 
               execute and deliver this Agreement and to perform its 
               obligations hereunder. This Agreement constitutes the valid 
               and legally binding obligation of the Buyer, enforceable in 
               accordance with its terms and conditions. The Buyer need 
               not give any notice to, make any filing with, or obtain any
               authorization, consent, or approval of any Authority in order 
               to consummate the Transaction.

                                        11<PAGE>
<PAGE>

          (iii)Noncontravention.  Neither the execution and the delivery of 
               this Agreement (including the Buyer Note), nor the consummation 
               of the Transaction, will (A) violate any constitution, statute, 
               regulation, rule, Order, charge, or other restriction of any 
               Authority to which the Buyer is subject or any provision of 
               its charter or bylaws or (B) conflict with, result in a breach 
               of, constitute a default under, result in the acceleration
               of, create in any party the right to accelerate, terminate, 
               modify, or cancel, or require any notice under any agreement, 
               contract, lease, license, instrument, or other arrangement to 
               which the Buyer is a party or by which it is bound or to which 
               any of its assets is subject.

          (iv) Common Shares.  The Common Shares to be issued to the Seller 
               pursuant to this Agreement, when issued in accordance with 
               the terms of this Agreement, will be validly issued, fully 
               paid, and nonassessable.

          (v)  Brokers' Fees.  The Buyer has no Liability to pay any fees or
               commissions to any broker, finder, or agent with respect to 
               the Transaction for which the Seller could become liable or 
               obligated.

     4. Representations and Warranties Concerning the Company.  The Seller 
represents and warrants to the Buyer that the statements contained in this 
Section 4 are correct and complete as of the date of this Agreement and will 
be correct and complete as of the Closing Date (as though made then and as 
though the Closing Date were substituted for the date of this Agreement
throughout this Section 4), except as set forth in the disclosure schedule 
delivered by the Seller to the Buyer on the date hereof and initialed by the 
Parties (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall 
be deemed adequate to disclose an exception to a representation or warranty 
made herein, however, unless the Disclosure Schedule identifies the exception 
with particularity and describes the relevant facts in detail. Without 
limiting the generality of the foregoing, the mere listing (or inclusion of 
a copy) of a document or other item shall not be deemed adequate to disclose 
an exception to a representation or warranty made herein, unless the 
representation or warranty has to do with the existence of the document or 
other item itself. The Disclosure Schedule will be arranged in paragraphs 
corresponding to the lettered and numbered paragraphs contained in this 
Section 4.

     (a) Organization, Qualification, and Corporate Power.  The Company is a
corporation duly organized, validly existing, and in good standing under the 
laws of the jurisdiction of its incorporation.  The Company is duly 
authorized to conduct business and is in good standing under the laws of 
each jurisdiction where such qualification is required.  The Company has 
full corporate power and authority and all licenses, permits, and 
authorizations necessary to carry on the businesses in which it is engaged 
and to own and use the properties owned and used by it.  Section 4(a) of 
the Disclosure Schedule lists the directors and officers of the Company.  
The Seller has delivered to the Buyer correct and complete copies of the 
charter and bylaws of the Company (as amended to date). The minute books 
(containing the records of meetings of the stockholders, the board of 
directors, and any committees of the board of directors), the stock 

                                        12<PAGE>
<PAGE>

certificate books, and the stock record books of the Company are correct 
and complete.  The Company is not in default under or in violation of any 
provision of its charter or bylaws.

     (b) Capitalization.  The entire authorized capital stock of the Company 
consists of 250 Company Shares, of which 220 Company Shares are issued and 
outstanding and no Company Shares are held in treasury. All of the issued 
and outstanding Company Shares have been duly authorized, are validly issued, 
fully paid, and nonassessable, and are held of record by the Seller as set 
forth in Section 4(b) of the Disclosure Schedule. There are no outstanding 
or authorized options, warrants, purchase rights, subscription rights, 
conversion rights, exchange rights, or other contracts or commitments that 
could require the Company to issue, sell, or otherwise cause to become 
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights 
with respect to the Company.  There are no voting trusts, proxies, or other 
agreements or understandings with respect to the voting of the capital 
stock of the Company.

     (c) Noncontravention.  Neither the execution and the delivery of this 
Agreement, nor the consummation of the Transaction, will (i) violate any 
constitution, statute, regulation, rule, Order, ruling, charge, or other 
restriction of any Authority to which the Company is subject or any 
provision of the charter or bylaws of the Company or (ii) conflict with, 
result in a breach of, constitute a default under, result in the 
acceleration of, create in any party the right to accelerate, terminate, 
modify, or cancel, or require any notice under any agreement, contract,
lease, license, instrument, or other arrangement to which the Company is a 
party or by which it is bound or to which any of its assets is subject 
(or result in the imposition of any Security Interest upon any of its 
assets).  The Company does not need to give any notice to, make any filing 
with, or obtain any authorization, consent, or approval of any Authority in
order for the Parties to consummate the Transaction.

     (d) Brokers' Fees.  The Company has no Liability to pay any fees or 
commissions to any broker, finder, or agent with respect to the Transaction.

     (e) Title to Assets.  The Company has good and marketable title to, or 
a valid leasehold interest in, the properties and assets used by it, 
located on its premises, or shown on the Most Recent Balance Sheet or 
acquired after the date thereof, free and clear of all Security Interests,
except for properties and assets disposed of in the Ordinary Course of 
Business since the date of the Most Recent Balance Sheet.

     (f) Subsidiaries.  The Company has no Subsidiaries.

     (g) Financial Statements.  Attached hereto as Exhibit I are the 
following financial statements (collectively the "Financial Statements"): 
(i) audited balance sheets and statements of income, statements of retained 
earnings, and statements of cash flows as of and for the fiscal years ended 
December 31, 1994, December 31, 1995, and December 31, 1996 (the "Most
Recent Fiscal Year End") for the Company; and (ii) unaudited balance sheets 
(the "Most Recent Financial Statements") as of and for the six months ended 

                                        13<PAGE>
<PAGE>

June 30, 1997 (the "Most Recent Fiscal Month End") for the Company.  The 
Financial Statements (including the notes thereto) have been prepared in 
accordance with GAAP applied on a consistent basis throughout the periods 
covered thereby, present fairly the financial condition of the Company as of
such dates and the results of operations of the Company for such periods, 
are correct and complete, and are consistent with the books and records of 
the Company (which books and records are correct and complete).

     (h) Events Subsequent to Most Recent Fiscal Year End. Since the Most 
Recent Fiscal Year End, there has not been any material adverse change in 
the business, financial condition, operations, results of operations, or 
future prospects of the Company.  Without limiting the generality of the 
foregoing, since that date: 

          (i)  the Company has not sold, leased, transferred, or assigned 
               any of its assets, tangible or intangible, other than for a 
               fair consideration in the Ordinary Course of Business;

          (ii) the Company has not entered into any agreement, contract, 
               lease, or license (or series of related agreements, contracts, 
               leases, and licenses) either involving more than $10,000 or 
               outside the Ordinary Course of Business;

          (iii)no party (including the Company) has accelerated, terminated,
               modified, or cancelled any agreement, contract, lease, or 
               license (or series of related agreements, contracts, leases, 
               and licenses) involving more than $10,000 to which the Company 
               is a party or by which it is bound;

          (iv) the Company has not imposed any Security Interest upon any of 
               its assets, tangible or intangible;

          (v)  the Company has not made any capital expenditure (or series of 
               related capital expenditures) either involving more than 
               $10,000 or outside the Ordinary Course of Business;

          (vi) the Company has not made any capital investment in, any loan 
               to, or any acquisition of the securities or assets of, any 
               other Person (or series of related capital investments, loans, 
               and acquisitions) either involving more than $10,000 or 
               outside the Ordinary Course of Business;

          (vii)the Company has not issued any note, bond, or other debt 
               security or created, incurred, assumed, or guaranteed any 
               indebtedness for borrowed money or capitalized lease 
               obligation either involving more than $10,000 singly or 
               $25,000 in the aggregate;


                                        14<PAGE>
<PAGE>

          (viii)the Company has not delayed or postponed the payment of 
                accounts payable and other Liabilities outside the 
                Ordinary Course of Business;

          (ix) the Company has not cancelled, compromised, waived, or 
               released any right or claim (or series of related rights and 
               claims);

          (x)  the Company has not granted any license or sublicense of any 
               rights under or with respect to any Intellectual Property;

          (xi) there has been no change made or authorized in the charter or 
               bylaws of the Company;

          (xii)the Company has not issued, sold, or otherwise disposed of 
               any of its capital stock, or granted any options, warrants, 
               or other rights to purchase or obtain (including upon 
               conversion, exchange, or exercise) any of its capital stock;
 
          (xiii)except as expressly provided in this Agreement, the Company 
                has not declared, set aside, or paid any dividend or made 
                any distribution with respect to its capital stock (whether 
                in cash or in kind) or redeemed, purchased, or otherwise 
                acquired any of its capital stock;

          (xiv)the Company has not experienced any damage, destruction, or 
               loss (whether or not covered by insurance) to its property;

          (xv) except as expressly provided in this Agreement, the Company 
               has not made any loan to, or entered into any other 
               transaction with, any of its directors, officers, and 
               employees outside the Ordinary Course of Business;

          (xvi)except as expressly provided in this Agreement, the Company 
               has not entered into any employment contract or collective 
               bargaining agreement, written or oral, or modified the terms 
               of any existing such contract or agreement;

          (xvii)the Company has not granted any increase in the base 
                compensation of any of its directors, officers, and employees 
                outside the Ordinary Course of Business;

          (xviii)the Company has not adopted, amended, modified, or 
                 terminated any bonus, profit-sharing, incentive, severance, 
                 or other plan, contract, or commitment for the benefit of 
                 any of its directors, officers, and employees (or taken 
                 any such action with respect to any other Employee Benefit
                 Plan);

                                        15<PAGE>
<PAGE>

          (xix)the Company has not made any other change in employment terms 
               for any of its directors, officers, and employees outside the 
               Ordinary Course of Business;

          (xx) the Company has not made or pledged to make any charitable or 
               other capital contribution outside the Ordinary Course of 
               Business;

          (xxi)there has not been any other material occurrence, event, 
               incident, action, failure to act, or transaction outside the 
               Ordinary Course of Business involving the Company; and

          (xxii)the Company has not committed to any of the foregoing.

     (i) Undisclosed Liabilities.  The Company has no Liability (and there is 
no Basis for any present or future Action against it giving rise to any 
Liability), except for (i) Liabilities set forth on the face of the Most 
Recent Balance Sheet (rather than in any notes thereto) and (ii) Liabilities 
which have arisen after the Most Recent Fiscal Month End in the Ordinary
Course of Business (none of which results from, arises out of, relates to, 
is in the nature of, or was caused by any breach of contract, breach of 
warranty, tort, infringement, or violation of law).

     (j) Legal Compliance.  

          (i)  Each of the Company and its predecessors and Affiliates has 
               complied with all applicable laws (including rules, 
               regulations, codes, plans, Orders, and charges thereunder) 
               of Authorities, and no Action or notice has been filed or 
               commenced against any of them alleging any failure so
               to comply.  

          (ii) Section 4(j)(ii) of the Disclosure Schedule lists all types 
               of material licenses, certifications, permits, pending 
               applications, consents, approvals and authorizations of or 
               from any Authority, used in or otherwise necessary or 
               appropriate for the operation or conduct of the Company's 
               business (collectively, the "Permits").  No other Permits 
               are required by the Company for the conduct of its business.  
               The Company has complied in all material respects with all 
               conditions and requirements imposed by the Permits.  The 
               Company owns and has the right to use the Permits in 
               accordance with the terms thereof, and each Permit is valid 
               and in full force and effect.

          (iii)No officer or director of the Company has, directly or 
               indirectly, given or agreed to give any significant rebate, 
               gift or similar benefit to any supplier, customer, 
               governmental employee or other Person who was, is or may be 
               in a position to help or hinder the Company (or assist in

                                        16<PAGE>
<PAGE>

               connection with any actual or proposed transaction) which 
               (i) could subject the Company to any damage or penalty in 
               any Action, or (ii) if not continued in the future, would 
               result in a material adverse effect to the Company.

          (iv) The Company is not obligated and will not become obligated to 
               repay any amounts previously paid or currently owing to the 
               Company by any governmental or other third party reimbursement 
               agency or program.

     (k) Tax Matters.

          (i)  The Company has filed all Tax Returns that it has been required 
               to file.  All such Tax Returns were correct and complete in 
               all respects. All Taxes owed by the Company (whether or not 
               shown on any Tax Return) have been paid.  The Company 
               currently is not the beneficiary of any extension of time 
               within which to file any Tax Return.  No claim has ever been
               made by an Authority in a jurisdiction where the Company does 
               not file Tax Returns that it is or may be subject to taxation 
               by that jurisdiction.  There are no Security Interests on any 
               of the assets of the Company that arose in connection with any 
               failure (or alleged failure) to pay any Tax.

          (ii) The Company has withheld and timely paid all Taxes required 
               to have been withheld and paid in connection with amounts paid 
               or owing to any employee, independent contractor, creditor, 
               stockholder, or other third party.

          (iii)Neither Seller nor any director or officer (or employee 
               responsible for Tax matters) of the Company expects any 
               authority to assess any additional Taxes for any period for 
               which Tax Returns have been filed. There is no dispute or 
               claim concerning any Tax Liability of the Company either
               (A) claimed or raised by any Authority in writing or (B) 
               as to which the Seller and the directors and officers (and 
               employees responsible for Tax matters) of the Company has 
               Knowledge based upon personal contact with any agent of such 
               Authority.  Section 4(k) of the Disclosure Schedule lists all
               federal, state, local, and foreign income Tax Returns filed 
               with respect to the Company for taxable periods ended on or 
               after December 31, 1993, indicates those Tax Returns that 
               have been audited, and indicates those Tax Returns that 
               currently are the subject of audit. The Seller has delivered 
               to the Buyer correct and complete copies of all federal
               income Tax Returns, examination reports, and statements of 
               deficiencies assessed against or agreed to by the Company 
               since December 31, 1993.

          (iv) The Company has not waived any statute of limitations in 
               respect of Taxes or agreed to any extension of time with 
               respect to a Tax assessment or deficiency.

                                        17<PAGE>
<PAGE>

          (v)  The Company has disclosed on its federal income Tax Returns 
               all positions taken therein that could give rise to a 
               substantial understatement of federal income Tax within the 
               meaning of Code Section 6662.  The Company is not a party to 
               any Tax allocation or sharing agreement.  The Company (A) has 
               not been a member of an Affiliated Group filing a consolidated
               federal income Tax Return and (B) has no Liability for the 
               Taxes of any Person (other than the Company) under Reg. 
               Section 1.1502-6 (or any similar provision of state, local, 
               or foreign law), as a transferee or successor, by contract, 
               or otherwise.

          (vi) Section 4(k)(vi) of the Disclosure Schedule sets forth the 
               following information with respect to the Company as of the 
               most recent practicable date (as well as on an estimated pro 
               forma basis as of the Closing giving effect to the consummation 
               of the Transaction): (A) the basis of the Company in its 
               assets; and (B) the amount of any net operating loss, net 
               capital loss, unused investment or other credit, unused 
               foreign tax, or excess charitable contribution allocable to 
               the Company.

          (vii)The unpaid Taxes of the Company (A) did not, as of the Most 
               Recent Fiscal Month End, exceed the reserve for Tax Liability 
               (rather than any reserve for deferred Taxes established to 
               reflect timing differences between book and Tax income) set 
               forth on the face of the Most Recent Balance Sheet (rather 
               than in any notes thereto) and (B) do not exceed that reserve 
               as adjusted for the passage of time through the Closing Date
               in accordance with the past custom and practice of the Company 
               in filing its Tax Returns.

          (viii)The Company has been a validly electing S corporation within 
                the meaning of Code Sections 1361 and 1362 at all times since 
                January 1, 1997 and the Company will be an S corporation up 
                to and including the date before the Closing Date.  No 
                election has been or will be made under Code Section 
                338(h)(10).  

     (l) Real Property.

          (i)  The Company owns no real property.  

          (ii) Section 4(l)(ii) of the Disclosure Schedule lists and 
               describes briefly all real property leased or subleased to 
               the Company.  The Seller has delivered to the Buyer correct 
               and complete copies of the leases and subleases listed in 
               Section 4(l)(ii) of the Disclosure Schedule (as amended to 
               date). With respect to each lease and sublease listed in 
               Section 4(l)(ii) of the Disclosure Schedule:

                                        18<PAGE>
<PAGE>

               (A)  the lease or sublease is legal, valid, binding, 
                    enforceable, and in full force and effect;

               (B)  the lease or sublease will continue to be legal, valid, 
                    binding, enforceable, and in full force and effect on 
                    identical terms following the consummation of the 
                    Transaction;

               (C)  no party to the lease or sublease is in breach or 
                    default, and no event has occurred which, with notice 
                    or lapse of time, would constitute a breach or default 
                    or permit termination, modification, or acceleration 
                    thereunder;

               (D)  no party to the lease or sublease has repudiated any 
                    provision thereof;

               (E)  there are no disputes, oral agreements, or forbearance 
                    programs in effect as to the lease or sublease;

               (F)  with respect to each sublease, the representations and 
                    warranties set forth in subsections (A) through (E) 
                    above are true and correct with respect to the 
                    underlying lease;

               (G)  the Company has not assigned, transferred, conveyed, 
                    mortgaged, deeded in trust, or encumbered in any manner 
                    any interest in the leasehold or subleasehold;

               (H)  all facilities leased or subleased thereunder have 
                    received all approvals of Authorities (including licenses 
                    and permits) required in connection with the operation 
                    thereof and have been operated and maintained in 
                    accordance with applicable laws, rules, and regulations;

               (I)  all facilities leased or subleased thereunder are 
                    supplied with utilities and other services reasonably 
                    necessary and desirable for the operation of said 
                    facilities.

     (m) Intellectual Property.

          (i)  Section 4(m) of the Disclosure Schedule sets forth a list of 
               all trademarks, trade names, services marks, logos and 
               copyrights owned, controlled, licensed or used by the Company.  
               The Company has delivered or made available to the Buyer 
               true and complete copies (or descriptions) of all of such

                                        19<PAGE>
<PAGE>

               Intellectual Property rights.  All trademarks listed on the
               Disclosure Schedule are in full force, there is no third 
               party claim affecting the use or ownership thereof, and all 
               applications listed therein as pending have been prosecuted 
               in good faith as required by law and are in good standing. 
               The Company owns or possesses adequate licenses or other 
               rights to use all Intellectual Property of the Company.

          (ii) All of the Company's rights in the Intellectual Property 
               rights, licenses, contracts and other agreements listed or 
               described on the Disclosure Schedule are in full force and 
               effect and there is  no third party claim affecting the use 
               thereof.  The Company is not in default under any such 
               license, contract or other agreement and there are no defaults 
               by any other party to any such license, contract or other 
               agreement.  The Company has not granted any Person any right 
               to use any of the Intellectual Property used or intended to 
               be used in or related to the Company's Business for any 
               purpose.

          (iii)None of the Company's rights in the Intellectual Property 
               listed or described on the Disclosure Schedule is involved 
               in any interference or opposition proceeding, and there has 
               been no notice received by the Company that any such 
               proceeding will hereafter be commenced.  The Company has used 
               all commercially reasonable efforts to protect the 
               Intellectual Property used or intended to be used in or 
               related to the Company's business against infringement by 
               others and to preserve its Confidential Information and none 
               of such Intellectual Property is being infringed by others.  
               There has been no infringement by the Company with respect 
               to any Intellectual Property rights of others. 

     (n) Tangible Assets.  The Company owns or leases all buildings, 
machinery, equipment, and other tangible assets necessary for the conduct of 
its businesses as presently conducted.  Each such tangible asset is free 
from material defects (patent and latent), has been maintained in accordance 
with normal industry practice, is in good operating condition and repair 
(subject to normal wear and tear), and is suitable for the purposes for 
which it presently is used.  A defect shall be deemed "material" if the 
cost of repair or replacement exceeds $5,000.

     (o) Inventory.  The inventory of the Company consists of raw materials,
packaging, and supplies, manufactured and purchased parts, work in process, 
and finished goods, all of which is merchantable and fit for the purpose 
for which it was procured or manufactured, and none of which is obsolete, 
damaged, or defective.  The inventories of the Company are at normal and
adequate levels for the continuation of business in the Ordinary Course of 
Business.  All work in progress can be completed for sale in the Ordinary 
Course of Business.  The Company owns all its inventory free and clear of 
all Security Interests, except inventory subject to the agreements described 
in Section 4(p)(xii).  Under each such agreement, the Company may return all
inventory without being obligated to pay any penalty whatsoever.

                                        20<PAGE>
<PAGE>

     (p) Contracts. Section 4(p) of the Disclosure Schedule lists the 
following contracts and other agreements to which the Company is a party:

          (i)  any agreement (or group of related agreements) for the lease 
               of personal property to or from any Person providing for lease 
               payments in excess of $1,000 per annum;

          (ii) any agreement (or group of related agreements) for the 
               purchase or sale of raw materials, commodities, supplies, 
               products, or other personal property, or for the furnishing or 
               receipt of services, the performance of which will extend over 
               a period of more than one year, result in a material loss to 
               any of the Company, or involve consideration in excess of 
               $5,000;

          (iii)any agreement concerning a partnership or joint venture;

          (iv) any agreement (or group of related agreements) under which it 
               has created, incurred, assumed, or guaranteed any indebtedness 
               for borrowed money, or any capitalized lease obligation, in 
               excess of $5,000 or under which it has imposed a Security 
               Interest on any of its assets, tangible or intangible;

          (v)  any agreement concerning confidentiality or noncompetition;

          (vi) any agreement with the Seller;

          (vii)any profit sharing, stock option, stock purchase, stock 
               appreciation, deferred compensation, severance, or other 
               material plan or arrangement for the benefit of its current 
               or former directors, officers, and employees;

          (viii)any collective bargaining agreement;

          (ix) any agreement for the employment of any individual on a 
               full-time, part-time, consulting, or other basis providing 
               annual compensation in excess of $15,000 or providing 
               severance benefits;

          (x)  any agreement under which it has advanced or loaned any 
               amount to any of its directors, officers, and employees;

          (xi) any agreement under which the consequences of a default or 
               termination could have a material adverse effect on the 
               business, financial condition, operations, results of 
               operations, or future prospects of the Company; or

          (xii)any agreement for the consignment of inventory;

                                        21<PAGE>
<PAGE>

          (xiii)any other agreement (or group of related agreements) the 
                performance of which involves consideration in excess of 
                $5,000.

The Seller has delivered to the Buyer a correct and complete copy of each 
written agreement listed in Section 4(p) of the Disclosure Schedule (as 
amended to date) and a written summary setting forth the terms and conditions 
of each oral agreement referred to in Section 4(p) of the Disclosure 
Schedule.  With respect to each such agreement: (A) the agreement is legal, 
valid, binding, enforceable, and in full force and effect; (B) the agreement 
will continue to be legal, valid, binding, enforceable, and in full force 
and effect on identical terms following the consummation of the Transaction; 
(C) no party is in breach or default, and no event has occurred which with
notice or lapse of time would constitute a breach or default, or permit 
termination, modification, or acceleration, under the agreement; (D) no 
party has repudiated any provision of the agreement; and (E) with respect 
to any agreement described in Section 4(p)(iv), such agreement may be 
prepaid without penalty or payment of any premium. 

     (q) Receivables.  All Receivables of the Company are reflected 
properly on its books and records, are valid receivables subject to no 
setoffs or counterclaims, are current and collectible, and will be 
collected in accordance with their terms at their recorded amounts,
subject only to the reserve for bad debts set forth on the face of the 
Most Recent Balance Sheet (rather than in any notes thereto) as adjusted 
for the passage of time through the Closing Date in accordance with the 
past custom and practice of the Company. 

     (r) Powers of Attorney. There are no outstanding powers of attorney 
executed on behalf of the Company.

     (s) Insurance.  Section 4(s) of the Disclosure Schedule sets forth 
the following information with respect to each insurance policy (including 
policies providing property, casualty, liability, and workers' compensation 
coverage and bond and surety arrangements) to which the Company has been a 
party, a named insured, or otherwise the beneficiary of coverage at any time
within the past three years:

          (i)  the name, address, and telephone number of the agent;

          (ii) the name of the insurer, the name of the policyholder, and 
               the name of each covered insured;

          (iii)the policy number and the period of coverage;

          (iv) the scope (including an indication of whether the coverage 
               was on a claims made, occurrence, or other basis) and amount 
               (including a description of how deductibles and ceilings are 
               calculated and operate) of coverage; and

                                        22<PAGE>
<PAGE>

          (v)  a description of any retroactive premium adjustments or other
               loss-sharing arrangements.

With respect to each such insurance policy: (A) the policy is legal, valid, 
binding, enforceable, and in full force and effect; (B) the policy will 
continue to be legal, valid, binding, enforceable, and in full force and 
effect on identical terms following the consummation of the Transaction;
(C) neither the Company nor any other party to the policy is in breach or 
default (including with respect to the payment of premiums or the giving 
of notices), and no event has occurred which, with notice or the lapse of 
time, would constitute such a breach or default, or permit termination, 
modification, or acceleration, under the policy; and (D) no party to the
policy has repudiated any provision thereof.  The Company has been covered 
during the past 10 years by insurance in scope and amount customary and 
reasonable for the businesses in which it has engaged during the 
aforementioned period.  Section 4(s) of the Disclosure Schedule describes
any self-insurance arrangements affecting the Company.

     (t) Litigation.  Section 4(t) of the Disclosure Schedule sets forth 
each instance in which the Company (i) is subject to any outstanding Order 
or charge or (ii) is a party or, to the Knowledge of the Seller and the 
directors and officers (and employees with responsibility for litigation
matters) of the Company, is threatened to be made a party to any Action.  
None of the Actions set forth in Section 4(t) of the Disclosure Schedule 
could result in any material adverse change in the business, financial 
condition, operations, results of operations, or future prospects of the
Company.  None of the Seller and the directors and officers (and employees 
with responsibility for litigation matters) of the Company has any reason 
to believe that any such Action may be brought or threatened against the 
Company.  To the knowledge of the Seller and the directors and officers 
(and employees with responsibility for litigation matters) of the Company, 
there is no Basis for the commencement of any Action against the Company.

     (u) Product Warranty.  Each product manufactured, sold, leased, or 
delivered by the Company has been in conformity with all applicable 
contractual commitments and all express and implied warranties, and the 
Company has no Liability (and there is no Basis for any present or future 
Action against the Company giving rise to any Liability) for replacement or
repair thereof or other damages in connection therewith.  No product 
manufactured, sold, leased, or delivered by the Company is subject to any 
guaranty, warranty, or other indemnity beyond the applicable standard 
terms and conditions of sale or lease.  Section 4(u) of the Disclosure
Schedule includes copies of the standard terms and conditions of sale or 
lease for each of the Company (containing applicable guaranty, warranty, 
and indemnity provisions).

     (v) Product Liability.  The Company has no Liability (and there is 
no Basis for any present or future Action against the Company giving rise 
to any Liability) arising out of any injury to individuals or property as 
a result of the ownership, possession, or use of any product manufactured, 
sold, leased, or delivered by the Company.

                                        23<PAGE>
<PAGE>

     (w) Employees and Optometrists.  

          (i)  The Company is not a party to or bound by any collective 
               bargaining agreement, nor has the Company experienced any 
               strikes, grievances, claims of unfair labor practices, or 
               other collective bargaining disputes.  The Company has not 
               committed any unfair labor practice.  None of the Seller and 
               the directors and officers (and employees with responsibility 
               for employment matters) of the Company has any Knowledge of 
               any organizational effort presently being made or threatened 
               by or on behalf of any labor union with respect to employees 
               of the Company. 

          (ii) Section 4(w)(ii) of the Disclosure Schedule lists all 
               Employees, sets forth their wages, and describes any written 
               or oral employment arrangements between the Company and any 
               Employee.  The Employees are all the current employees of 
               the Company as of the date of this Agreement.  The Employees 
               will, to the Seller's knowledge, be available for employment
               by the Company as of the Closing Date.  No Employee has a 
               written employment agreement with the Company which is not 
               terminable on notice by the Company without cost or other 
               liability to the Company.  No Employee has indicated that 
               he or she intends to terminate his or her employment with 
               the Company or seek a material change in his or her duties 
               or status with the Company.

          (iii)Section 4(w)(iii) of the Disclosure Schedule lists all 
               Optometrists.  No Optometrist is employed by the Company or 
               is deemed by any Authority to be employed by the Company and 
               there is no Basis for any Authority to make such a claim.  
               No Optometrist has indicated to the Company that he or she 
               intends to terminate his or her Optometric Agreement or to 
               renegotiate its terms.  Section 4(w)(iii) of the Disclosure 
               Schedule lists all Optometric Agreements.  Each Optometric 
               Agreement is valid and in full force and effect in accordance 
               with its terms.  A true and correct copy of the standard 
               form of Optometric Agreement is attached and made part of
               Exhibit J.  Section 4(w)(iii) of the Disclosure Schedule 
               accurately and completely sets forth for each Optometric 
               Agreement, (i) the parties to the Optometric Agreement, 
               (ii) the date of its execution and expiration, (iii) any
               options to renew, (iv) the location of the property which 
               is the subject of the Optometric Agreement, (v) rent and 
               other fees payable thereunder, and (vi) any terms and 
               provisions which differ from those contained in the standard 
               form of Optometric Agreement.  There has not been any 
               amendment, modification, or variation of any of the 
               Optometric Agreements other than as reflected on Section 
               4(w)(iii) of the Disclosure Schedule and each Optometric 
               Agreement truly, accurately, and completely sets forth all 
               terms and conditions of the entire contractual relationship 
               between the Company and the Optometrist.  There is not under 

                                        24<PAGE>
<PAGE>

               any Optometric Agreement any default (or any claim of default)
               by any party to such Optometric Agreement, 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.  The Company has not
               received (and has no notice of) any exercise (by any Person 
               (including any Optometrist)) of a right to cancel or terminate 
               (whether or not arising out of an alleged default) any 
               Optometric Agreement.  The interest of the Company in and 
               under each Optometric Agreement is unencumbered by any 
               Security Interest and is subject to no present Action or 
               threatened Action.  The Company has performed all the 
               obligations required to be performed by it under each of the 
               Optometric Agreements.  

     (x) Employee Benefits.

          (i)  Section 4(x) of the Disclosure Schedule contains a complete 
               and correct list of each Employee Benefit Plan covering any 
               present or former employees of the Company and each other 
               material plan or arrangement providing for severance 
               benefits, deferred compensation, fringe benefits, pension 
               benefits, insurance benefits, profit sharing, retirement 
               benefits, stock purchases, stock options, incentives, bonuses, 
               vacations, disability benefits, hospitalization benefits, 
               medical insurance, life insurance and other employee benefit 
               plans, programs or arrangements or a similar type of benefit 
               or compensation covering any present or former employee of
               the Company (an "Employee Plan"), whether or not such Employee 
               Plan has been terminated.  The Company has provided the Buyer 
               with complete and correct copies of the material documents 
               comprising each Employee Plan and (where applicable) the most 
               recent Form 5500 Annual Report and the summary plan description 
               for each Employee Plan.  

          (ii) Each Employee Plan which is subject to ERISA conforms in all 
               material respects to, and its operation and administration are 
               in all material respects in compliance with, all applicable 
               requirements of ERISA, the Code, and other applicable laws.  
               Each Employee Plan which is intended to comply with Code 
               Section 401(a) has received a determination letter from the
               Internal Revenue Service to the effect that such Employee 
               Plan is qualified under Code Section 401 and that any trust 
               maintained pursuant thereto is exempt from federal income 
               taxes under Code Section 501 and there is no reasonable
               Basis for the loss of such qualification or exemption or for 
               any Liability with respect to such Employee Plan.  There has 
               been no Prohibited Transaction with respect to any Employee 
               Plan.  There are no Actions pending (other than routine claims 

                                        25<PAGE>
<PAGE>

               for benefits) or threatened against or with respect to any 
               Employee Plan or against the assets of any Employee Plan.  No 
               Fiduciary has any Liability for breach of fiduciary duty or
               any other failure to act or comply in connection with the 
               administration or investment of the assets of any Employee 
               Plan.  No Employee Plan is under audit or investigation by 
               the Internal Revenue Service or the Department of Labor, or 
               any other Authority, and no such completed audit, if any, 
               has resulted in the imposition of any Tax, interest or
               penalty.

          (iii)The Company has not maintained or contributed to, and has not 
               been required to maintain or contribute to, any Employee 
               Plan which is intended to be qualified as an Employee Pension 
               Benefit Plan.

          (iv) None of the Employee Plans is an Employee Welfare Benefit 
               Plan.

          (v)  The Company does not contribute to, never has contributed to, 
               and never has been required to contribute to any Multiemployer 
               Plan and has no Liability under any Multiemployer Plan.

          (vi) The Company does not maintain, never has maintained or 
               contributes, never has contributed, and never has been 
               required to contribute to any Employee Welfare Benefit Plan 
               providing medical, health, or life insurance or other 
               welfare-type benefits for current or future retired or
               terminated employees, their spouses, or their dependents 
               (other than in accordance with COBRA).

          (vii)The consummation of the Transaction will not alone give rise 
               to any Liability for any employee benefits, including without 
               limitation, liability for severance pay, unemployment 
               compensation, termination pay or withdrawal liability, or 
               accelerate the time of payment or vesting or increase the 
               amount of compensation or benefits due to any current or
               former employee of the Company.

     (y) Guaranties.  Except for the Company Guarantee, the Company is not a
guarantor or otherwise liable for any Liability (including indebtedness) of 
any other Person.

     (z)  Environmental Matters.

          (i)  Each of the Company and its respective predecessors and 
               Affiliates has complied and is in compliance with all 
               Environmental Requirements.

          (ii) Without limiting the generality of the foregoing, each of the 
               Company and its Affiliates has obtained and complied with, 
               and is in compliance with, all permits, licenses and other 
               authorizations that are required pursuant to Environmental 
               Requirements for the occupation of its facilities and
               the operation of its business; a list of all such permits, 

                                        26<PAGE>
<PAGE>

               licenses and other authorizations is set forth in Section 
               4(z)(ii) of the Disclosure Schedule.

          (iii)Neither the Company nor its predecessors or Affiliates has 
               received any written or oral notice, report or other 
               information regarding any actual or alleged violation of 
               Environmental Requirements, or any Liabilities, including 
               any investigatory, remedial or corrective obligations,
               relating to any of them or its facilities arising under 
               Environmental Requirements.

          (iv) None of the following exists or has existed at any property 
               or facility owned or operated by the Company: (1) underground 
               storage tanks, (2) asbestos-containing material in any form 
               or condition, (3) materials or equipment containing 
               polychlorinated biphenyls, or (4) landfills, surface 
               impoundments, or disposal areas. 

          (v)  None of the Company or its predecessors or Affiliates has 
               treated, stored, disposed of, arranged for or permitted the 
               disposal of, transported, handled, or released any substance, 
               including without limitation any hazardous substance, or 
               owned or operated any property or facility (and no such 
               property or facility is contaminated by any such substance) 
               in a manner that has given or would give rise to Liabilities, 
               including any Liability for response costs, corrective 
               action costs, personal injury, property damage, natural 
               resources damages or attorney fees, pursuant to the 
               Comprehensive Environmental Response, Compensation and 
               Liability Act of 1980, as amended ("CERCLA"), the Solid 
               Waste Disposal Act, as amended ("SWDA") or any other 
               Environmental Requirements. 

          (vi) Neither this Agreement nor the consummation of the 
               Transaction will result in any obligations for site 
               investigation or cleanup, or notification to or consent of 
               government agencies or third parties, pursuant to any of
               the so-called "transaction-triggered" or "responsible 
               property transfer" Environmental Requirements.

          (vii)Neither the Company, nor any of its predecessors or 
               Affiliates has, either expressly or by operation of law, 
               assumed or undertaken any Liability, including without 
               limitation any obligation for corrective or remedial action, 
               of any other Person relating to Environmental Requirements. 

          (viii)No facts, events or conditions relating to the past or 
                present facilities, properties or operations of the Company, 
                or any of its predecessors or Affiliates, will prevent, 
                hinder or limit continued compliance with Environmental 
                Requirements, give rise to any investigatory, remedial or
                corrective obligations pursuant to Environmental Requirements,
                or give rise to any other Liabilities pursuant to 
                Environmental Requirements, including without limitation 

                                        27<PAGE>
<PAGE>

                any relating to onsite or offsite releases or threatened 
                releases of hazardous materials, substances or wastes,
                personal injury, property damage or natural resources damage.

     (aa) Certain Business Relationships with the Company.  

          (i)  The Seller has not been involved in any business arrangement 
               or relationship with the Company within the past 12 months, 
               and the Seller does not own any asset, tangible or intangible, 
               which is used in the business of the Company.

          (ii) Section 4(aa)(ii) of the Disclosure Schedule sets forth a 
               list of the ten largest customers and ten largest suppliers 
               of the Company for the most recent twelve-month period, 
               together with the amount of sales or purchases attributable 
               to such customers or suppliers expressed in dollars.  No
               customer or supplier which was significant to the Company 
               during the past three years, has terminated, materially 
               reduced or threatened to terminate or materially reduce its 
               purchases from or provision of products or services to the 
               Company, as the case may be.

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

     5. Pre-Closing Covenants.  The Parties agree as follows with respect to 
the period between the execution of this Agreement and the Closing.

     (a) General. Each of the Parties will use his or its best efforts to 
take all action and to do all things necessary, proper, or advisable in 
order to consummate and make effective the Transaction (including 
satisfaction, but not waiver, of the closing conditions set forth in 
Section 7 below).

     (b) Notices and Consents.  The Seller will cause the Company to give 
any notices to third parties, and will cause the Company to use its best 
efforts to obtain any third party consents, that the Buyer reasonably may 
request in connection with the matters referred to in Section 4(c) above.
Each of the Parties will (and the Seller will cause the Company to) give 
any notices to, make any filings with, and use its best efforts to obtain 
any authorizations, consents, and approvals of Authorities in connection 
with the matters referred to in Section 3(a)(i), Section 3(b)(ii), and 
Section 4(c) above. 

     (c) Operation of Business.  The Seller will not cause or permit the 
Company to, and the Company shall not, engage in any practice, take any 
action, or enter into any transaction outside the Ordinary Course of 
Business.  Without limiting the generality of the foregoing, the Seller
will not, except as provided in Section 5(h) below, cause or permit the 
Company to (i) declare, set aside, or pay any dividend or make any 
distribution with respect to its capital stock or redeem, purchase, or 

                                        28<PAGE>
<PAGE>

otherwise acquire any of its capital stock, or (ii) otherwise engage in
any practice, take any action, or enter into any transaction of the sort 
described in Section 4(h) above.

     (d) Preservation of Business.  The Seller will cause the Company to 
keep its business and properties substantially intact, including its 
present operations, physical facilities, working conditions, and 
relationships with lessors, licensors, suppliers, customers, and employees.

     (e) Full Access.  The Seller will permit, and the Seller will cause 
the Company to permit, representatives of the Buyer to have full access at 
all reasonable times, and in a manner so as not to interfere with the 
normal business operations of the Company, to all premises, properties,
personnel, books, records (including Tax records), contracts, and documents 
of or pertaining to the Company.

     (f) Notice of Developments.  The Seller will give prompt written 
notice to the Buyer of any material adverse development causing a breach of 
any of the representations and warranties in Section 4 above. Each Party 
will give prompt written notice to the other Party of any material adverse 
development causing a breach of any of his or its own representations and
warranties in Section 3 above. No disclosure by any Party pursuant to this 
Section 5(f), however, shall be deemed to amend or supplement Schedule 3(a), 
Schedule 3(b), or the Disclosure Schedule or to prevent or cure any 
misrepresentation, breach of warranty, or breach of covenant. 

     (g) Exclusivity.  The Seller will not (and the Seller will not cause 
or permit the Company to) (i) 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 the Company (including any acquisition structured as a merger,
consolidation, or share exchange) or (ii) 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.  The Seller will not vote
his Company Shares in favor of any such acquisition structured as a merger,
consolidation, or share exchange.  The Seller will notify the Buyer 
immediately if any Person makes any proposal, offer, inquiry, or contact 
with respect to any of the foregoing. 

     (h) Cash Payments and Other Distributions.  

          (i)  Immediately prior to the Closing, the Seller will cause the 
               Company to make the following payments to the Seller:

               (A)  a cash dividend equal to $14,000.

               (B)  a cash dividend equal to (x) the amount then owing under 
                    the Seller's Note Payable plus (y) $134,840.

               (C)  a cash payment in full satisfaction of the Seller's 
                    Note Receivable.

                                        29<PAGE>
<PAGE>

          (ii) Immediately prior to the Closing, the Seller will make a cash 
               payment to the Company in full satisfaction of the Seller's 
               Note Payable.

          (iii)After the payments described in this Section 5(h) have been 
               made, the Company will deliver the Seller's Note Payable, 
               marked "Paid in Full" to the Seller, and the Seller will 
               deliver the Seller's Note Receivable, marked "Paid in
               Full" to the Company.

          (iv) Immediately prior to the Closing, the Seller shall (A) pay 
               and discharge the Neumann Indebtedness in full and (B) cause 
               the Bank to release and terminate the Company Guarantee and 
               any security agreement and security with respect thereto.

          (v)  Immediately prior to the Closing, the Company shall assign 
               the Policy to the Seller, by instrument reasonably 
               satisfactory to the Parties.

     6. Post-Closing Covenants. The Parties agree as follows with respect 
to the period following the Closing.

     (a) General. In case at any time after the Closing any further action 
is necessary or desirable to carry out the purposes of this Agreement, each 
of the Parties will take such further action (including the execution and 
delivery of such further instruments and documents) as any other Party 
reasonably may request, all at the sole cost and expense of the requesting 
Party (unless the requesting Party is entitled to indemnification therefor 
under Section 8 below). The Seller acknowledges and agrees that from and 
after the Closing the Buyer will be entitled to possession of all documents, 
books, records (including Tax records), agreements, and financial data of 
any sort relating to the Company.

     (b) Litigation Support. In the event and for so long as any Party 
actively is contesting or defending against any Action in connection with 
(i) any transaction contemplated under this Agreement or (ii) any fact, 
situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or 
prior to the Closing Date involving the Company, each of the Parties will 
cooperate with him or it and his or its counsel in the contest or defense, 
make available their personnel, and provide such testimony and access
to their books and records as shall be necessary in connection with the 
contest or defense, all at the sole cost and expense of the contesting 
or defending Party (unless the contesting or defending Party is entitled 
to indemnification therefor under Section 8 below). 

     (c) Transition.  The Seller will not take any action that is designed 
or intended to have the effect of discouraging any lessor, licensor, 
customer, supplier, or other business associate of the Company from 
maintaining the same business relationships with the Company after the
Closing as it maintained with the Company prior to the Closing.  The Seller 
will refer all customer inquiries relating to the business of the Company 
to the Buyer from and after the Closing.

                                        30<PAGE>
<PAGE>

     (d) Confidentiality.  The Seller will treat and hold the Confidential
Information as confidential, refrain from using any of the Confidential 
Information except in connection with this Agreement, and deliver promptly 
to the Buyer or destroy, at the request and option of the Buyer, all 
tangible embodiments (and all copies) of the Confidential Information 
which are in his possession. In the event that the Seller is requested or 
required (by oral question or request for information or documents in any 
legal proceeding, interrogatory, subpoena, civil investigative demand, or 
similar process) to disclose any Confidential Information, the Seller will
notify the Buyer promptly of the request or requirement so that the Buyer 
may seek an appropriate protective order or waive compliance with the 
provisions of this Section 6(d).  If, in the absence of a protective order 
or the receipt of a waiver hereunder, the Seller is, on the advice of 
counsel, compelled to disclose any Confidential Information to any tribunal 
or else stand liable for contempt, the Seller may disclose the Confidential 
Information to the tribunal; provided, however, that the Seller shall use 
his reasonable best efforts to obtain, at the reasonable request of the 
Buyer, an order or other assurance that confidential treatment will be
accorded to such portion of the Confidential Information required to be 
disclosed as the Buyer shall designate. The foregoing provisions shall not 
apply to any Confidential Information which is generally available to the 
public immediately prior to the time of disclosure. 

     (e) Company Indebtedness.  Immediately after the Closing, the Buyer 
shall cause the Company to (i) pay and discharge the Company Indebtedness 
in full and (ii) cause the Bank to release and terminate the Neumann 
Guarantee. 

     (f) Securities.  

          (i)  The Buyer Note will be imprinted with a legend substantially 
               in the following form:

               The payment of principal and interest on this Note is subject 
               to certain recoupment provisions set forth in a Stock 
               Purchase Agreement dated as of September 15, 1997 (the 
               "Purchase Agreement") between the issuer of this Note and 
               the person to whom this Note originally was issued. This
               Note was originally issued on October 8, 1997, and has not 
               been  registered under the Securities Act of 1933, as amended. 
               The transfer of this Note is subject to certain restrictions 
               set forth in the Purchase Agreement. The issuer of this Note 
               will furnish a copy of these provisions to the holder hereof 
               without charge upon written request.

          (ii) Each certificate representing Common Shares delivered under 
               this Agreement will be imprinted with a legend substantially 
               in the following form:

               The shares represented by this certificate have not been 
               registered under the Securities Act of 1933, as amended (the 
               "Federal Act"), or the securities laws of any state or other 
               jurisdiction, but have been acquired by the registered owner 

                                        31<PAGE>
<PAGE>

               hereof for purposes of investment and in reliance on the 
               statutory exemptions contained in Sections 3(b) and 4(2) of 
               the Federal Act, in Section 10-5-9(13) of the Georgia 
               Securities Act of 1973 and in comparable exemptions in the 
               securities laws of other jurisdictions to the extent 
               applicable.  Such shares may not be sold, pledged, transferred 
               or assigned except in a transaction which is exempt under such
               Federal Act and such other laws, or pursuant to an effective
               registration statement thereunder or in a transaction 
               otherwise in compliance with such Act and other laws, and in 
               the case of an exemption or other such transaction otherwise 
               in compliance, unless the Company has received an opinion of 
               counsel, satisfactory to it, or a communication from the
               Securities and Exchange Commission and any other governmental
               authority empowered to interpret the securities laws of 
               states or other jurisdictions that are applicable to such 
               transaction, that such transaction does not require 
               registration of the shares under the Federal Act or under 
               such other laws, as the case may be.

          (iii)Each holder desiring to transfer a Security first must furnish 
               the Buyer with (i) a written opinion reasonably satisfactory 
               to the Buyer in form and substance from counsel reasonably 
               satisfactory to the Buyer by reason of experience to the 
               effect that the holder may transfer the Security as desired 
               without registration under the Securities Act and (ii) a
               written undertaking executed by the desired transferee 
               reasonably satisfactory to the Buyer in form and substance 
               agreeing to be bound by the restrictions on transfer 
               contained herein and, with respect to the Buyer Note, the
               recoupment provisions contained herein.

     7. Conditions to Obligation to Close.

     (a) Conditions to Obligation of the Buyer. The obligation of the Buyer 
to consummate the transactions to be performed by it in connection with the 
Closing is subject to satisfaction of the following conditions:

          (i)  the representations and warranties set forth in Section 3(a) 
               and Section 4 above shall be true and correct in all material 
               respects at and as of the Closing Date;

          (ii) the Seller shall have performed and complied with all of his 
               covenants hereunder in all material respects through the 
               Closing;

          (iii)the Company shall have procured all of the third party 
               consents specified in Section 5(b) above;

          (iv) no action, suit, or proceeding shall be pending or threatened 
               before any Authority wherein an unfavorable Order or charge 

                                        32<PAGE>
<PAGE>

               would (A) prevent consummation of the Transaction, (B) cause 
               the Transaction to be rescinded following consummation, (C) 
               affect adversely the right of the Buyer to own the Company 
               Shares and to control the Company, or (D) affect adversely 
               the right of the Company to own its assets and to operate
               its businesses (and no such Order or charge shall be in 
               effect);

          (v)  the Seller shall have delivered to the Buyer a certificate, 
               in the form of Exhibit K, to the effect that each of the 
               conditions specified above in Section 7(a)(i)-(iv) is 
               satisfied in all respects;

          (vi) the relevant parties shall have entered into the Ancillary 
               Agreements and the same shall be in full force and effect;

          (vii)the Buyer shall have received from counsel to the Seller an 
               opinion in form and substance as set forth in Exhibit L 
               attached hereto, addressed to the Buyer, and dated as of 
               the Closing Date;

          (viii)the Buyer shall have received the resignations, effective 
                as of the Closing, of each director and officer of the 
                Company;

          (ix) the Buyer shall have received such environmental site audits 
               or assessments of the operations and facilities of the 
               Company (including the Headquarters) as the Buyer considers 
               necessary or desirable, and the Buyer shall be reasonably 
               satisfied with such site audits and assessments;

          (x)  the leases described in Schedule 7(a)(x) (the "Designated 
               Leases") shall have been amended by instruments in form and 
               substance acceptable to the Buyer;

          (xi) the Board of Directors of the Buyer shall have approved this 
               Agreement and the Transaction.

          (xii)all actions to be taken by the Seller in connection with 
               consummation of the Transaction and all certificates, 
               opinions, instruments, and other documents required to 
               effect the Transaction (including the Disclosure Schedule) 
               will be reasonably satisfactory in form and substance to the
               Buyer.

The Buyer may waive any condition specified in this Section 7(a) if it 
executes a writing so stating at or prior to the Closing.

     (b) Conditions to Obligation of the Seller.  The obligation of the 
Seller to consummate the transactions to be performed by it in connection 
with the Closing is subject to satisfaction of the following conditions:

                                        33<PAGE>
<PAGE>

          (i)  the representations and warranties set forth in Section 3(b) 
               above shall be true and correct in all material respects at 
               and as of the Closing Date;

          (ii) the Buyer shall have performed and complied with all of its 
               covenants hereunder in all material respects through the 
               Closing;

          (iii)no action, suit, or proceeding shall be pending or threatened 
               before any Authority wherein an unfavorable Order or charge 
               would (A) prevent consummation of the Transaction or (B) 
               cause the Transaction to be rescinded following consummation 
               (and no such Order or charge shall be in effect);

          (iv) the Buyer shall have delivered to the Seller a certificate 
               in the form of Exhibit M, to the effect that each of the 
               conditions specified above in Section 7(b)(i)-(iii) is 
               satisfied in all respects;

          (v)  the Seller shall have received from counsel to the Buyer an 
               opinion in form and substance as set forth in Exhibit N 
               attached hereto, addressed to the Seller, and dated as of 
               the Closing Date; and

          (vi) all actions to be taken by the Buyer in connection with 
               consummation of the Transaction and all certificates, 
               opinions, instruments, and other documents required to 
               effect the Transaction will be reasonably satisfactory in 
               form and substance to the Seller.

The Seller may waive any condition specified in this Section 7(b) if he 
executes a writing so stating at or prior to the Closing.

     8. Remedies for Breaches of This Agreement.

     (a) Survival of Representations and Warranties.  Except only for the
representations and warranties described in Schedule 8(a) (the "Sunset 
Representations"), all of the representations and warranties of the Parties 
contained in this Agreement shall survive the Closing hereunder (even if 
the damaged Party knew or had reason to know of any misrepresentation or
breach of warranty or covenant at the time of Closing) and continue in full 
force and effect thereafter (subject to any applicable statutes of 
limitations).  The Sunset Representations shall expire on the date set 
forth on Schedule 8(a) (the "Sunset Date"), except that claims, if any,
asserted on or prior to the Sunset Date which are identified as a claim 
for indemnification shall survive until finally resolved and satisfied 
in full. 

     (b) Indemnification Provisions for Benefit of the Buyer.

          (i)  In the event the Seller breaches (or in the event any third 
               party alleges facts that, if true, would mean the Seller has 
               breached) any of his representations, warranties, and 

                                        34<PAGE>
<PAGE>

               covenants contained herein, and, provided that the Buyer 
               makes a written claim for indemnification against the Seller
               pursuant to Section 11(h) below, then the Seller agrees to 
               indemnify the Buyer from and against the entirety of any 
               Adverse Consequences the Buyer may suffer through and after 
               the date of the claim for indemnification (including any 
               Adverse Consequences the Buyer may suffer after the end
               of any applicable survival period) resulting from, arising 
               out of, relating to, in the nature of, or caused by the 
               breach (or the alleged breach), provided, however, that 
               the Seller shall not have any obligation to indemnify the 
               Buyer from and against any Adverse Consequences resulting 
               from, arising out of, relating to, in the nature of, or
               caused by the breach (or alleged breach) of any 
               representation or warranty of the Seller contained in 
               Section 4(a)-(bb) above until the Buyer has suffered Adverse
               Consequences by reason of all such breaches (or alleged 
               breaches) in excess of a $25,000 aggregate threshold (at 
               which point the Seller will be obligated to indemnify the 
               Buyer from and against all such Adverse Consequences relating 
               back to the first dollar), provided further, however, that 
               in the determination of whether the Adverse Consequences 
               exceed the $25,000 aggregate threshold just described (and 
               only for the purpose of such determination), the first 
               $10,000 (in the aggregate) of Adverse Consequences resulting 
               solely from, arising solely out of, and relating only to, 
               or caused solely by the breach (or alleged breach) of any 
               representation or warranty of the Seller contained either 
               in Section 4(g) and/or in Section 4(k) above shall be 
               excluded.

          (ii) The Seller agrees to indemnify the Buyer from and against 
               the entirety of any Adverse Consequences the Buyer may 
               suffer resulting from, arising out of, relating to, in the 
               nature of, or caused by any Liability of the Company (x) 
               for any Taxes of the Company with respect to any Tax year
               or portion thereof ending on or before the Closing Date (or 
               for any Tax year beginning before and ending after the 
               Closing Date to the extent allocable (determined in a 
               manner consistent with Section 9(b)) to the portion of such 
               period beginning before and ending on the Closing Date), 
               to the extent such Taxes are not reflected in the reserve 
               for Tax Liability (rather than any reserve for deferred 
               Taxes established to reflect timing differences between 
               book and Tax income) shown on the face of the Closing 
               Balance Sheet, and (y) for the unpaid Taxes of any Person
               (other than the Company) under Reg. Section 1.1502-6 (or 
               any similar provision of state or local law), as a 
               transferee or successor, by contract, or otherwise.

          (iii)The Seller further agrees to indemnify the Buyer from and 
               against the entirety of any Adverse Consequences the Buyer 
               may suffer resulting from or arising out of the operation 
               of the business of the Company prior to the Closing.

                                        35<PAGE>
<PAGE>

          (iv) For purposes of this Section 8(b), Adverse Consequences which 
               the Buyer may suffer include any Adverse Consequences 
               suffered by the Company.

     (c) Indemnification Provisions for Benefit of the Seller.  In the event 
the Buyer breaches (or in the event any third party alleges facts that, if 
true, would mean the Buyer has breached) any of its representations, 
warranties, and covenants contained herein, and, provided that the Seller 
makes a written claim for indemnification against the Buyer pursuant to
Section 11(h) below, then the Buyer agrees to indemnify the Seller from 
and against the entirety of any Adverse Consequences the Seller may suffer 
through and after the date of the claim for indemnification (including any 
Adverse Consequences the Seller may suffer after the end of any applicable
survival period) resulting from, arising out of, relating to, in the nature 
of, or caused by the breach (or the alleged breach).

     (d) Matters Involving Third Parties.

          (i)  If any third party shall notify any Party (the "Indemnified 
               Party") with respect to any matter (a "Third Party Claim") 
               which may give rise to a claim for indemnification against 
               any other Party (the "Indemnifying Party") under this 
               Section 8, then the Indemnified Party shall promptly
               notify each Indemnifying Party thereof in writing; provided, 
               however, that no delay on the part of the Indemnified Party 
               in notifying any Indemnifying Party shall relieve the 
               Indemnifying Party from any obligation hereunder unless 
               (and then solely to the extent) the Indemnifying Party 
               thereby is prejudiced.

          (ii) Any Indemnifying Party will have the right to defend the 
               Indemnified Party against the Third Party Claim with counsel 
               of its choice reasonably satisfactory to the Indemnified 
               Party so long as (A) the Indemnifying Party notifies the 
               Indemnified Party in writing within 15 days after the 
               Indemnified Party has given notice of the Third Party Claim 
               that the Indemnifying Party will indemnify the Indemnified 
               Party from and against the entirety of any Adverse 
               Consequences the Indemnified Party may suffer resulting 
               from, arising out of, relating to, in the nature of, or
               caused by the Third Party Claim, (B) the Indemnifying Party 
               provides the Indemnified Party with evidence reasonably 
               acceptable to the Indemnified Party that the Indemnifying 
               Party will have the financial resources to defend against 
               the Third Party Claim and fulfill its indemnification
               obligations hereunder, (C) the Third Party Claim involves 
               only money damages and does not seek an injunction or other 
               equitable relief, (D) settlement of, or an adverse judgment 
               with respect to, the Third Party Claim is not, in the good 
               faith judgment of the Indemnified Party, likely to establish 
               a precedential custom or practice materially adverse to
               the continuing business interests of the Indemnified Party, 

                                        36<PAGE>
<PAGE>

               and (E) the Indemnifying Party conducts the defense of the 
               Third Party Claim actively and diligently.

          (iii)So long as the Indemnifying Party is conducting the defense 
               of the Third Party Claim in accordance with Section 8(d)(ii) 
               above, (A) the Indemnified Party may retain separate 
               co-counsel at its sole cost and expense and participate
               in the defense of the Third Party Claim, (B) the Indemnified 
               Party will not consent to the entry of any judgment or enter 
               into any settlement with respect to the Third Party Claim 
               without the prior written consent of the Indemnifying Party 
               (not to be withheld unreasonably), and (C) the Indemnifying 
               Party will not consent to the entry of any judgment or enter
               into any settlement with respect to the Third Party Claim 
               without the prior written consent of the Indemnified Party 
               (not to be withheld unreasonably).

          (iv) In the event any of the conditions in Section 8(d)(ii) above 
               is or becomes unsatisfied, however, (A) the Indemnified Party 
               may defend against, and consent to the entry of any judgment 
               or enter into any settlement with respect to, the Third Party 
               Claim in any manner it reasonably may deem appropriate (and 
               the Indemnified Party need not consult with, or obtain any 
               consent from, any Indemnifying Party in connection therewith), 
               (B) the Indemnifying Parties will reimburse the Indemnified 
               Party promptly and periodically for the costs of defending 
               against the Third Party Claim (including reasonable attorneys' 
               fees and expenses), and (C) the Indemnifying Parties will 
               remain responsible for any Adverse Consequences the 
               Indemnified Party may suffer resulting from, arising out
               of, relating to, in the nature of, or caused by the Third 
               Party Claim to the fullest extent provided in this Section 8.

     (e) Adjustment of Purchase Price.  All indemnification payments under 
this Section 8 shall be deemed adjustments to the Purchase Price.  For the 
purpose of determining Adverse Consequences under this Section 8, the Buyer 
shall make appropriate adjustments for payments received by it under 
insurance coverage.

     (f) Recoupment Under Buyer Note.  The Buyer shall have the option of 
recouping all or any part of any Adverse Consequences it may suffer (in 
lieu of seeking any indemnification to which it is entitled under this 
Section 8) by notifying the Seller that the Buyer is reducing the principal
amount outstanding under the Buyer Note.  Such reduction shall affect the 
timing and amount of payments required under the Buyer Note in the same 
manner as if the Buyer had made a permitted prepayment (without premium 
or penalty) thereunder.  Notwithstanding the foregoing, the Buyer may 
exercise its recoupment option under this Section 8(f) only if and to the
extent that (i) the Buyer has incurred an out-of-pocket expense; (ii) an 
amount has been reduced to judgment; or (iii) an Action has been settled 
pursuant to the terms of this Agreement.

                                        37<PAGE>
<PAGE>

     (g) Other Indemnification Provisions. The foregoing indemnification 
provisions are in addition to, and not in derogation of, any statutory, 
equitable, or common law remedy (including without limitation any such 
remedy arising under Environmental Requirements) any Party may have with 
respect to the Company or the Transaction.  The Seller hereby agrees that
he will not make any claim for indemnification against the Company by 
reason of the fact that he was a director, officer, employee, or agent of 
any such entity or was serving at the request of any such entity as a 
partner, trustee, director, officer, employee, or agent of another entity
(whether such claim is for judgments, damages, penalties, fines, costs, 
amounts paid in settlement, losses, expenses, or otherwise and whether 
such claim is pursuant to any statute, charter document, bylaw, agreement, 
or otherwise) with respect to any Action brought by the Buyer against the
Seller (whether such Action is pursuant to this Agreement, applicable law, 
or otherwise).

     9. Tax Matters. The following provisions shall govern the allocation of
responsibility as between the Buyer and the Seller for certain tax matters 
following the Closing Date:

     (a) Tax Periods Ending on or Before the Closing Date.  The Buyer shall 
prepare or cause to be prepared and file or cause to be filed all Tax 
Returns for the Company for all periods ending on or prior to the Closing 
Date which are filed after the Closing Date.  The Buyer shall permit Company 
to review and comment on each such Tax Return described in the preceding
sentence prior to filing.  To the extent permitted by applicable law, the 
Seller shall include any income, gain, loss, deduction or other tax items 
for such periods on his Tax Returns in a manner consistent with the 
Schedule K-1's furnished by the Company to the Seller for such periods. 
Seller shall reimburse the Buyer for Taxes of the Company with respect to 
such periods within fifteen (15) days after payment by the Buyer or the 
Company of such Taxes to the extent such Taxes are not reflected in the 
reserve for Tax Liability (rather than any reserve for deferred Taxes 
established to reflect timing differences between book and Tax income) 
shown on the face of the Closing Balance Sheet.

     (b) Tax Periods Beginning Before and Ending After the Closing Date.  
The Buyer shall prepare or cause to be prepared and file or cause to be 
filed any Tax Returns of the Company for Tax periods which begin before 
the Closing Date and end after the Closing Date.  The Seller shall pay to 
the Buyer within fifteen (15) days after the date on which Taxes are
paid with respect to such periods an amount equal to the portion of such 
Taxes which relates to the portion of such Taxable period ending on the 
Closing Date to the extent such Taxes are not reflected in the reserve 
for Tax Liability (rather than any reserve for deferred Taxes established
to reflect timing differences between book and Tax income) shown on the 
face of the Closing Date Balance Sheet. For purposes of this Section, 
in the case of any Taxes that are imposed on a periodic basis and are 
payable for a Taxable period that includes (but does not end on) the
Closing Date, the portion of such Tax which relates to the portion of 
such Taxable period ending on the Closing Date shall (x) in the case of 
any Taxes other than Taxes based upon or related to income or receipts, 
be deemed to be the amount of such Tax for the entire Taxable period

                                        38<PAGE>
<PAGE>

multiplied by a fraction the numerator of which is the number of days in 
the Taxable period ending on the Closing Date and the denominator of which 
is the number of days in the entire Taxable period, and (y) in the case 
of any Tax based upon or related to income or receipts, be deemed equal 
to the amount which would be payable if the relevant Taxable period
ended on the Closing Date. Any credits relating to a Taxable period that 
begins before and ends after the Closing Date shall be taken into account 
as though the relevant Taxable period ended on the Closing Date. All 
determinations necessary to give effect to the foregoing allocations 
shall be made in a manner consistent with prior practice of the Company.

     (c) Cooperation on Tax Matters.

          (i)  The Buyer and the Seller shall cooperate fully, as and to 
               the extent reasonably requested by the other Party, in 
               connection with the filing of Tax Returns pursuant to 
               this Section and any audit, litigation or other proceeding 
               with respect to Taxes. Such cooperation shall include the
               retention and (upon the other Party's request) the provision 
               of records and information which are reasonably relevant 
               to any such audit, litigation or other proceeding and 
               making employees available on a mutually convenient basis 
               to provide additional information and explanation of any
               material provided hereunder. The Company and Seller agree 
               (A) to retain all books and records with respect to Tax 
               matters pertinent to the Company relating to any taxable 
               period beginning before the Closing Date until the 
               expiration of the statute of limitations (and, to the extent
               notified by the Buyer or the Seller, any extensions thereof) 
               of the respective taxable periods, and to abide by all 
               record retention agreements entered into with any taxing 
               authority, and (B) to give the other party reasonable 
               written notice prior to transferring, destroying or 
               discarding any such books and records and, if the other 
               party so requests, the Company or the Seller, as the case 
               may be, shall allow the other Party to take possession
               of such books and records.

          (ii) The Buyer and the Seller further agree, upon request, to use 
               their best efforts to obtain any certificate or other document 
               from any Authority or any other Person as may be necessary 
               to mitigate, reduce or eliminate any Tax that could be imposed 
               (including, but not limited to, with respect to the 
               Transaction).

          (iii)The Buyer and the Seller further agree, upon request, to 
               provide the other Party with all information that either 
               Party may be required to report pursuant to Code Section 
               6043.

     (d) Intentionally omitted.

                                        39<PAGE>
<PAGE>

     (e) Certain Taxes. All transfer, documentary, sales, use, stamp, 
registration and other such Taxes and fees (including any penalties and 
interest) incurred in connection with this Agreement, shall be paid by 
the Seller when due, and the Seller will, at his own expense, file all 
necessary Tax Returns and other documentation with respect to all such 
transfer, documentary, sales, use, stamp, registration and other Taxes and 
fees, and, if required by applicable law, the Buyer will, and will cause 
its Affiliates to, join in the execution of any such Tax Returns and other 
documentation. 

     10. Termination.

     (a) Termination of Agreement.  The Parties may terminate this Agreement 
as provided below:

          (i)  the Buyer and the Seller may terminate this Agreement by 
               mutual written consent at any time prior to the Closing;

          (ii) the Buyer may terminate this Agreement by giving written 
               notice to the Seller on or before the 30th day following 
               the date of this Agreement if the Buyer is not reasonably 
               satisfied with the results of its continuing business, 
               legal, environmental, and accounting due diligence regarding
               the Company;

          (iii)the Buyer may terminate this Agreement by giving written 
               notice to the Seller at any time prior to the Closing (A) 
               in the event the Seller has breached any material 
               representation, warranty, or covenant contained in this 
               Agreement in any material respect, the Buyer has notified the
               Seller 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 
               December 31, 1997, by reason of the failure of any condition 
               precedent under Section 7(a) hereof (unless the failure 
               results primarily from the Buyer itself breaching any 
               representation, warranty, or covenant contained in this 
               Agreement); and

          (iv) the Seller may terminate this Agreement by giving written 
               notice to the Buyer at any time prior to the Closing (A) 
               in the event the Buyer has breached any material 
               representation, warranty, or covenant contained in this 
               Agreement in any material respect, the Seller has notified 
               the Buyer 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 December 31, 1997, by reason of the failure of
               any condition precedent under Section 7(b) hereof (unless 
               the failure results primarily from the Seller himself 
               breaching any representation, warranty, or covenant contained 
               in this Agreement).

                                        40<PAGE>
<PAGE>

     (b) Effect of Termination. If any Party terminates this Agreement 
pursuant to Section 10(a) above, all rights and obligations of the Parties 
hereunder shall terminate without any Liability of any Party to any other 
Party (except for any Liability of any Party then in breach).  In the
event of any termination of this Agreement pursuant to Section 10(a)(iii) 
or (iv) above, the non-breaching Party shall, in addition to its other 
rights and remedies under this Agreement, be entitled to an immediate 
payment of $50,000 from the breaching Party, as partial compensation for 
the cost, expense, and effort associated with the negotiation of this 
Agreement and preparation for the Transaction.

     11. Miscellaneous.

     (a) Intentionally omitted.

     (b) Press Releases and Public Announcements.  Neither Party shall issue 
any press release or make any public announcement relating to the subject 
matter of this Agreement without the prior written approval of the other 
Party; provided, however, that any Party may make any public disclosure it 
believes in good faith is required by applicable law or any listing or 
trading agreement concerning its publicly-traded securities.  

     (c) No Third-Party Beneficiaries. This Agreement shall not confer any 
rights or remedies upon any Person other than the Parties and their 
respective successors and permitted assigns.

     (d) Entire Agreement.  This Agreement (including the documents referred 
to herein) constitutes the entire agreement between the Parties and 
supersedes any prior understandings, agreements, or representations by or 
between the Parties, written or oral, to the extent they related in any way 
to the subject matter hereof.

     (e) Succession and Assignment. This Agreement shall be binding upon 
and inure to the benefit of the Parties and their respective successors and 
permitted assigns. No Party may assign either this Agreement or any of his 
or its rights, interests, or obligations hereunder without the prior written 
approval of the other Party; provided, however, that the Buyer may (i)
assign any or all of its rights and interests hereunder to one or more of 
its Affiliates and (ii) designate one or more of its Affiliates to perform 
its obligations hereunder (in any or all of which cases the Buyer 
nonetheless shall remain responsible for the performance of all of its
obligations hereunder).

     (f) Counterparts. This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original but all of which 
together will constitute one and the same instrument.

     (g) Headings. The section headings contained in this Agreement are 
inserted for convenience only and shall not affect in any way the meaning 
or interpretation of this Agreement.

                                        41<PAGE>
<PAGE>

     (h) Notices. All notices, requests, demands, claims, and other 
communications hereunder (collectively, "Notices") will be in writing.  Any 
Notice shall be deemed duly given if (and then one business day after) it 
is sent by recognized overnight delivery service, and addressed to the
intended recipient as set forth below:

If to the Seller:

              Myrel Neumann, O.D.   Copy to: Peter J. Fuchsteiner, Esq.
              2594 Stearns Way               Hall & Byers, P.A.
              St. Cloud, MN  56303           First Bank Place
                                             1010 West St. Germain
                                             Suite 600
                                             St. Cloud, MN  56301


If to the Buyer:

              National Vision       Copy to:  Mitchell Goodman
              Associates, Ltd.                General Counsel
              296 Grayson Highway             National Vision Associates, Ltd.
              Lawrenceville, GA  30045        296 Grayson Highway
                                              Lawrenceville, GA  30045


Any Party may send any Notice to the intended recipient at the address set 
forth above using any other means (including personal delivery, messenger 
service, telecopy, telex, ordinary mail, or electronic mail), but no such 
Notice shall be deemed to have been duly given unless and until it actually 
is received by the intended recipient. Any Party may change the address
to which Notices are to be delivered by giving the other Parties notice in 
the manner herein set forth.

     (i) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Georgia without giving 
effect to any choice or conflict of law provision or rule (whether of the 
State of Georgia or any other jurisdiction) that would cause the application 
of the laws of any jurisdiction other than the State of Georgia. 

     (j) Amendments and Waivers. No amendment of any provision of this 
Agreement shall be valid unless the same shall be in writing and signed by 
the Buyer and the Seller.  No waiver by any Party of any default, 
misrepresentation, or breach of warranty or covenant hereunder, whether 
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or 
affect in any way any rights arising by virtue of any prior or subsequent 
such occurrence. 

     (k) 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.

                                        42<PAGE>
<PAGE>

     (l) Expenses. Each of the Parties will bear his or its own costs and 
expenses (including legal fees and expenses) incurred in connection with 
this Agreement and the Transaction. The Buyer agrees that the Company may, 
prior to the date of any payments pursuant to Section 2(f) hereof, pay any 
costs and expenses (including any legal and accounting fees and expenses) of
the Seller in connection with this Agreement or the Transaction.  The 
Parties further agree that the Net Book Value shall be reduced by the amount 
of such costs and expenses paid or incurred on or before September 30, 1997.
Any payment by the Buyer to the Seller pursuant to Section 2(f) hereof shall 
be further reduced by any such costs and expenses paid or incurred after
September 30, 1997.  The Seller warrants and represents that no such cost 
or expense shall be paid or incurred on or after October 15, 1997.

     (m) Construction.  Any reference to any federal, state, or local statute 
or law shall be deemed also to refer to all rules and regulations promulgated 
thereunder, unless the context requires otherwise. The word "including" shall 
mean including without limitation. The Parties intend that each 
representation, warranty, and covenant contained herein shall have independent
significance. If any Party has breached any representation, warranty, or 
covenant contained herein in any respect, the fact that there exists another 
representation, warranty, or covenant relating to the same subject matter 
(regardless of the relative levels of specificity) which the Party has not 
breached shall not detract from or mitigate the fact that the Party is
in breach of the first representation, warranty, or covenant.

     (n) Incorporation of Exhibits and Schedules. The Exhibits and Schedules
(including the Disclosure Schedule) identified in this Agreement and in the 
Index are incorporated herein by reference and made a part hereof.

     (o) Specific Performance. Each of the Parties acknowledges and agrees 
that the other Party would be damaged irreparably in the event any of the 
provisions of this Agreement are not performed in accordance with their 
specific terms or otherwise are breached.  Accordingly, each of the Parties 
agrees that the other Party shall be entitled to an injunction or injunctions 
to prevent breaches of the provisions of this Agreement and, subject to 
Section 11(p) below, to enforce specifically this Agreement and the terms 
and provisions hereof in any Action instituted in any court of the United 
States or any state thereof having jurisdiction over the Parties and the 
matter, in addition to any other remedy to which it or he may be entitled, 
at law or in equity.

     (p) Arbitration.  After the Transaction has closed, any dispute or 
controversy arising out of, based on, or in connection with this Agreement, 
or the Transaction shall be settled by arbitration to be held in Minneapolis, 
Minnesota 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 in such dispute or controversy.  The 
decision of the arbitrator shall be final, conclusive, and binding on the 
Parties.  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 11(h) 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 the other 
Party.

                                        43<PAGE>
<PAGE>

     (q) Time of Essence.  Time is of the essence under this Agreement.



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

                                   BUYER:

                                   NATIONAL VISION ASSOCIATES, LTD.


                                   By:   /s/ James W. Krause
                                   Title:__________________________


                                   SELLER:


                                    /s/ Myrel A. Neumann
                                        Myrel Neumann, O.D.



































                                        44


<PAGE>
<PAGE>

                INDEX TO STOCK PURCHASE AGREEMENT
                             BETWEEN
                       MYREL NEUMANN, O.D.
                               AND
                NATIONAL VISION ASSOCIATES, LTD.


Exhibits 
--------

Exhibit A - Buyer Note 
Exhibit B - Headquarters Lease
Exhibit C - Loan Documents
Exhibit D - Neumann Employment Agreement
Exhibit E - Put Option Agreement
Exhibit F - Release
Exhibit G - Seller's Note Payable
Exhibit H - Seller's Note Receivable
Exhibit I - Financial Statements        
Exhibit J - Form of Optometric Agreement
Exhibit K - Seller's Certificate             
Exhibit L - Opinion of Seller's Counsel 
Exhibit M - Buyer's Certificate              
Exhibit N - Opinion of Buyer's Counsel


Schedules
---------

Schedule 2(b) - Cash and Share Payments
Schedule 2(e)(i) - Accounting Applications
Schedule 3(a) - Exceptions to Seller's representations 
and warranties concerning the Transaction
Schedule 3(b) - Exceptions to Buyer's representations 
and warranties concerning the Transaction
Schedule 7(a)(x) - Designated Leases
Schedule 8(a) - Sunset Representations and Sunset Date


Other
-----

Disclosure Schedule


The Registrant hereby agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request.