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                                                                  EXHIBIT 10.106


                                 FIRST AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


         THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT is
made this 10th day of November, 2000, by and between VISION TWENTY-ONE, INC., a
Florida corporation ("Vision 21"), MEC HEALTH CARE, INC., a Maryland corporation
("MEC"), BLOCK VISION, INC., a New Jersey corporation ("Block Vision"; Vision
21, MEC and Block Vision may be collectively referred to as the "Company"), and
Ellen Gordon (the "Executive").

         WHEREAS, the Company and the Executive have entered into an Amended And
Restated Employment Agreement effective as of July 31, 2000 (the "Employment
Agreement"); and

         WHEREAS, the Company and the Executive have agreed to amend certain
provisions of the Employment Agreement as hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and contained in the Employment Agreement, the receipt and sufficiency of
which is hereby acknowledged, the parties, intending to be legally bound, hereby
agree as follows:

1.       Amendment to Section 3(a). Section 3(a) of the Employment Agreement
         captioned "Move Bonus" is hereby amended by deleting same in its
         entirety and by inserting the following in lieu thereof:

                  "(a) Move Bonus. The Executive shall be paid a move bonus (the
                  "Move Bonus") of $75,000 as follows: (i) $37,500 shall be
                  earned and paid when the accounting and payroll systems for
                  the Company which are currently operated at Vision 21's office
                  in Largo, Florida are moved to and are operational in
                  Baltimore, Maryland, in a commercially reasonable manner; and
                  (ii) $37,500 shall be (1) earned when the AS400 operating
                  system and the claims processing and member services functions
                  which are currently operated at Block Vision's office in Boca
                  Raton, Florida are moved to and are operational in Baltimore,
                  Maryland in a commercially reasonable manner, and (2) paid
                  upon termination of the Bridge Loan Commitment to be provided
                  for in the amended and restated credit agreement to be entered
                  into on or about November 10, 2000 among the Company, the Bank
                  of Montreal as Agent, and the other lenders a party thereto
                  (the "New Credit Agreement. Notwithstanding the foregoing, if
                  the Executive's employment is terminated by the Company other
                  than for (i) "Cause" as described in Section 5(c), or (ii) a
                  voluntary termination by the Executive as described in Section
                  5(d), the balance, if any, of the Move Bonus earned and not
                  previously paid pursuant to subsection (ii) of this Section
                  3(a) shall become immediately due and payable."

2.       Amendment to Section 3(b). Section 3(b) of the Employment Agreement
         captioned "Bank Covenant Compliance Bonus" is hereby amended by
         deleting same in its entirety and by inserting the following in lieu
         thereof:

                  "(b) Covenant Compliance Bonus. The Executive shall be paid a
                  compliance bonus (the "Covenant Compliance Bonus"), equal to
                  ten percent (10%) of the Executive's annual base salary, if
                  (i) the Company is in compliance with the

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                  covenants contained in Section 8 of the New Credit Agreement,
                  except for the covenants contained in Sections 8.25 and 8.26
                  of the New Credit Agreement captioned "Minimum EBITDA" and
                  "Interest Coverage Ratio", respectively, and (ii) the Company
                  has maintained EBITDA and an interest coverage ratio as set
                  forth on Schedule 3(b) annexed hereto, (collectively, the
                  "Covenants"). An amount equal to two and one-half percent (2
                  1/2%) of the Covenant Compliance Bonus shall be paid to the
                  Executive for each fiscal quarter during which the Company
                  maintained compliance with the Covenants. Each quarterly
                  payment shall be made to the Executive within ten (10) days of
                  the delivery by the Company's Chief Financial Officer to the
                  banks which are a party to the New Credit Agreement
                  (collectively, the "Banks") of the compliance certificate
                  required under the New Credit Agreement."

3.       Continuing Effectiveness of Employment Agreement. As amended hereby,
         all terms of the Employment Agreement shall be and remain in full force
         and effect and shall continue to be the legal, valid and enforceable
         obligations of the parties. The amendments set forth herein are limited
         to the matters expressly set forth herein and shall not be deemed to
         otherwise modify the terms of the Employment Agreement.

4.       Counterparts. This Amendment may be executed by facsimile and in
         counterparts each of which shall be deemed an original and all of which
         together shall constitute one and the same agreement.

5.       Governing Law. This First Amendment shall be construed, interpreted and
         governed in accordance with the laws of the State of Florida, other
         than the conflict of laws provisions of such laws.


         IN WITNESS WHEREOF, each of Vision 21, MEC and Block Vision have caused
this First Amendment to be duly executed, and the Executive has hereunto set his
hand, as of the day and year first above written.


VISION TWENTY-ONE, INC.                     MEC HEALTH CARE, INC.



By: /s/ Mark Gordon                         By: /s/ Mark Gordon
   ----------------------------------          --------------------------------
Name:   Mark Gordon, O.D.                   Name:   Mark Gordon, O.D.
Title:  Chief Executive Officer             Title:  President


BLOCK VISION, INC.                          EXECUTIVE:



By: /s/ Audrey Weinstein                        /s/ Ellen Gordon
   ----------------------------------       ----------------------------------
Name:   Audrey Weinstein                            Ellen Gordon
Title:  Senior Vice President


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                                  Schedule 3(b)


         Minimum EBITDA. As of the last day of each fiscal quarter of the
Company, the Company shall maintain EBITDA for the four fiscal quarters then
ended of not less than:

<TABLE>
<CAPTION>
         FISCAL QUARTER ENDING ON OR ABOUT               MINIMUM EBITDA
         <S>                                             <C>
                  12/31/00                                 $  500,000
                  03/31/01                                 $1,500,000
                  06/30/01                                 $2,900,000
                  09/30/01                                 $4,600,000
                  12/31/01                                 $5,600,000
                  03/31/02                                 $6,300,000
                  06/30/02                                 $6,400,000
                  09/30/02                                 $6,500,000
                  12/31/02                                 $6,700,000
                  03/31/03                                 $6,700,000
                  06/30/03                                 $6,700,000
                  09/30/03 and thereafter                  $6,700,000
</TABLE>

; provided that EBITDA shall be calculated on December 31, 2000, for the one
fiscal quarter then ended; on March 31, 2001, for the two fiscal quarters then
ended; and on June 30, 2001, for the three fiscal quarters then ended.

         Interest Coverage Ratio. As of the last day of each fiscal quarter of
the Company, the Company shall maintain a ratio of (a) EBITDA for the four
fiscal quarters of the Company then ended to (b) Interest Expense for the same
four fiscal quarters of the Company then ended, of not less than:

<TABLE>
<CAPTION>
         FISCAL QUARTER ENDING ON OR ABOUT           INTEREST COVERAGE RATIO
         <S>                                         <C>

                  12/31/00                                  .40 to 1.0
                  03/31/01                                  .65 to 1.0
                  06/30/01                                  .85 to 1.0
                  09/30/01                                 1.05 to 1.0
                  12/31/01                                 1.35 to 1.0
                  03/31/02                                 1.50 to 1.0
                  06/30/02                                 1.50 to 1.0
                  09/30/02                                 1.60 to 1.0
                  12/31/02                                 1.50 to 1.0
                  03/31/03                                 1.40 to 1.0
                  06/30/03                                 1.30 to 1.0
                  09/30/03 and thereafter                  1.25 to 1.0
</TABLE>

; provided that EBITDA and Interest Expense shall be calculated on December 31,
2000, for the one fiscal quarter then ended; on March 31, 2001, for the two
fiscal quarters then ended; and on June 30, 2001 for the three fiscal quarters
then ended.

For purposes hereof, the terms "EBITDA" and "Interest Expense" shall have the
meanings given to such terms in the New Credit Agreement.


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