[LETTERHEAD OF TLC LASER EYE CENTERS INC.]

Personal & Confidential

October 15, 2001

Tom O'Hare
c/o TLC Laser Eye Centers Inc.
5280 Solar Drive,  Suite 300
Mississauga, Ontario  L4W 5M8
CANADA

Re:  TLC Laser Eye Centers Inc.

Dear Tom:

            As you have discussed with the Board of Directors and Elias
Vamvakas, your services will no longer be needed by TLC Laser Eye Centers
effective the day after the intended merger by and between TLC Laser Eye Centers
Inc. ("TLC") and Laser Vision Centers, Inc. ("LVCI") is closed (the "Termination
Date").

            In addition to this notice of termination, you will be given a lump
sum payment representing twenty-four (24) months' compensation. Your health and
dental benefits (excluding life insurance and short and long-term disability)
will also be continued, at company expense, until the earlier of twenty four
months following your Termination Date or the date that you commence alternate
employment whichever is sooner.

            All of your options will vest effective the Termination Date. You
(or, if you die before exercise, your estate) will have until twenty-four (24)
months following the Termination Date to exercise these options. If you do not
exercise your options they will expire and will no longer be exercisable
effective the second anniversary of the Termination Date.

            We have calculated the severance payment as $650,000 based upon your
current TLC bi-weekly salary of $12,500. Provided that you have executed the
attached release, this payment will be made to you within 10 days after the
closing of the intended merger between TLC and LVCI but not earlier than January
2, 2002.

            You represent that you have complied with the terms and provisions
of a certain employment agreement by and between you and TLC dated July 31, 2000
and that you shall continue to comply and be bound by the Agreement.
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                                     - 2 -


            You also acknowledge and agree that you have read this offer,
understand the legal and binding nature of it, were advised to and had the
opportunity to consult with legal counsel prior to executing it, and are acting
voluntarily and of your own free will in executing it.

            Please return a signed copy of the Release to Paul Frederick.

            In the meantime, I wish to take this opportunity to thank you for
your professional services to TLC and wish you much success in your future
endeavours.

                                        Yours sincerely,

                                        TLC LASER EYE CENTERS INC.


                                        /s/ Elias Vamvakas

                                        Elias Vamvakas
                                        Chairman and Chief Executive Officer

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                                     - 3 -


              CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

            This is a Confidential Separation Agreement and General Release
(hereinafter "Agreement") between TLC Laser Eye Centers, Inc. (hereinafter
"TLC") and Mr. Thomas G. O'Hare, (hereinafter "you"). You should talk to an
attorney before you sign this Agreement because it affects your legal rights.

1.    What You Are Receiving

      You (or if you die before payment is made, your estate) will receive a
      severance payment provided by TLC for a lump sum amount equal to $650,000
      which represents twenty-four (24) months of your current base salary,
      reduced by normal deductions, if any. You will also continue to be covered
      under the company's health and dental plan at company expense for a period
      up to the earlier of twenty four months from the date of your termination
      or the date you accept employment with another employer. All of your
      options will vest effective the date of your termination and you (or if
      you die before the options are exercised, your estate) will have 24 months
      following the date of your termination to exercise your options,
      (collectively, the "Severance Benefits"). The lump sum payment will be
      paid to you ten (10) business days after the closing of the intended
      merger between TLC and Laser Vision Centers, Inc. ("LVCI") but not earlier
      than January 2, 2002 and when TLC has received this signed Release. You
      would not otherwise be due this payment or these benefits, and it is what
      you are receiving for signing this agreement. The payment and benefits are
      not wages.

      You agree that all payments or benefits paid to you under this Agreement
      or otherwise are subject to withholding from such payments or benefits in
      accordance with applicable plan provisions, laws and regulations.

      This agreement does not preclude your exercise of your rights to continued
      health insurance coverage under COBRA or similar law, provided you make
      the appropriate election and payments.

2.    General Release

      In exchange for the Severance Benefits, you agree to release and hereby do
      release TLC, LVCI, their subsidiaries and affiliates, and their benefits
      plans, from all claims, demands, actions or liabilities you may have
      against TLC or LVCI of whatever kind including, but not limited to, those
      that are related to your employment at TLC, the employment agreement dated
      July 31, 2000 between you and TLC (the "Employment Agreement"), the
      termination of that employment, your eligibility for other severance
      payments or non-vested TLC benefits plans, or claims for attorneys' fees.
      This part of the Agreement is hereinafter called the "General Release".

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                                     - 4 -


      You agree that the General Release covers TLC's and LVCI's agents,
      directors, officers, employees, representatives, successors and assigns
      (hereinafter "those associated with TLC").

      You agree that you have voluntarily given this General Release on your own
      behalf, and also on behalf of any heirs, agents, representatives,
      successors, and assigns that you may have now or in the future.

      You agree that this General Release covers, but is not limited to, claims
      arising from the Age Discrimination in Employment Act, as amended, Title
      VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act, the
      Americans with Disabilities Act, the Rehabilitation Act of 1973, and any
      other federal, state or local law dealing with discrimination in
      employment including, but not limited to, discrimination based on sex,
      sexual orientation, race, national origin, religion, disability, veteran
      status, or age. You also agree that this General Release covers claims
      arising from the Family and Medical Leave Act of 1993 and any state or
      local law dealing with leave time or wages and hours of work. You also
      agree that this General Release covers, but is not limited to, claims
      based on theories of contract or tort, whether based on common law or
      otherwise. In addition, you agree to waive any right you have to pursue
      any claim or grievance through any TLC internal channel.

      This General Release covers both claims you know about and those you may
      not know about that accrued by the time you execute this General Release.
      In this regard, you agree to waive all rights that any state or local law
      may provide with respect to a general release of unknown claims.

3.    Covenant Not To Sue Or Recover From TLC

      In exchange for the Severance Benefits, you promise never to file a
      lawsuit asserting any claims covered by the General Release. If you file
      any such lawsuit, you agree to pay for all costs, damages, expenses, and
      attorneys' fees incurred by TLC or those associated with TLC in defending
      against the lawsuit, and for all further costs and fees, including
      attorneys' fees, incurred in connection with collection of this amount.
      You also agree, if you file such a lawsuit, that TLC can immediately cease
      any Severance Benefits not yet provided to you. You also agree, if you
      file any such lawsuit, that you must "tender back", that is, give back
      before filing a lawsuit, any of the Severance Benefits you have received.
      You agree that a court cannot even consider any such lawsuit until you do
      this. In that event, you agree that TLC can set-off any claim you make
      against it by the amount of the Severance Benefits you have already
      received. The provisions of this paragraph, however, do not apply to
      lawsuits contending that this Agreement does not comply with the Older
      Worker Benefit Protection Act.

      If any government agency pursues a claim on your behalf against TLC, or on
      behalf of a group of individuals of which you are part, you promise not to
      seek or

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                                     - 5 -


      accept any damages arising from or relating to your employment at TLC or
      the termination of that employment.

4.    Employment Agreement

      You agree and acknowledge that you will continue to be bound by sections
      12 (Non-Competition), 13 (Non-Solicitation), 14 (Non-Solicitation of
      Employees), 15 (Confidentiality) and 16 (Remedies) of the Employment
      Agreement.

5.    Confidentiality of the Terms and Conditions of this Agreement

      The terms and conditions of this Agreement are confidential. You agree not
      to disclose the terms of this Agreement to anyone except immediate family
      members and your attorney and financial adviser. You further agree to
      inform these people that the Agreement is confidential and must not be
      disclosed to anyone else. You may disclose the terms of this Agreement if
      compelled to do so by a court, but you agree to notify TLC immediately if
      anyone seeks to compel your testimony in this regard, and to cooperate
      with TLC if TLC decides to oppose such effort.

      You agree that disclosure by you in violation of this Agreement would
      cause so much injury to TLC that money alone could not fully compensate
      TLC and that TLC is entitled to injunctive and equitable relief. You also
      agree that TLC would be entitled to recover money from you if this
      Agreement were violated.

6.    Nondisparagement

      TLC shall use its commercially reasonable best efforts to cause its
      officers, directors and shareholders to refrain from making or publishing
      any statement critical of you or otherwise disparage your reputation in
      the business community (other than as may be required by applicable law or
      judicial or administrative process), and you agree that you will not make
      or publish any statement critical of TLC and those associated with TLC,
      its affiliates, directors, executive officers, shareholders or employees
      or otherwise disparage the reputation of TLC and those associated with TLC
      or any such persons in the business community (other than as may be
      required by applicable law or judicial or administrative process).

7.    Return of Property

      Before signing this Agreement, you will return all property, documents,
      business records in any form, manuals, handbooks, or any other possessions
      of TLC, both tangible and intangible, that are in your possession, custody
      or control.

8.    Time to Decide; Time to Revoke

      You have up to twenty-one (21) calendar days to decide whether or not or
      sign this Agreement. You agree, if you decide not to take all that time,
      that your reasons for doing so are entirely personal and not due to any
      pressure by TLC.

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                                     - 6 -


      You also may revoke this Agreement up to seven (7) calendar days after
      signing it. For that revocation to be effective, you need to deliver
      written notice to TLC by 5:00 p.m. on the seventh calendar day after you
      sign this Agreement, at the following address: 5280 Solar Drive,
      Mississauga, Ontario, L4W 5M8 Attn: Paul Frederick, Executive
      Vice-President, Human Resources. You agree that, if you revoke this
      Agreement, it will not be effective or enforceable and you will not
      receive the Severance Benefits. TLC will provide the Severance Benefits
      starting on the tenth calendar day after you sign the Agreement.

9.    Advice to Counsel

      You acknowledge that TLC has expressly advised you to seek the advice of
      an attorney before executing this Agreement and that you have had adequate
      time to do so. You acknowledge that the decision to sign this Agreement is
      yours alone.

10.   Nonadmission of Liability

      TLC makes this Agreement to avoid the expense and disruption of
      litigation. By making this Agreement, TLC does not admit that it has done
      anything wrong.

11.   Severability and Interpretation

      Whenever possible, each provision of this Agreement shall be interpreted
      in such a manner as to be effective and valid under applicable law. In
      case any part of this Agreement shall be invalid, illegal, or otherwise
      unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.


/s/ Thomas G. O'Hare                    October 17, 2001
-----------------------------------     ----------------------------------------
Thomas G. O'Hare                        Date


Subscribed to and sworn before me
this 17th day of October, 2001

/s/ John Brege-Blanchard
-----------------------------------
Notary Public
County of Fairfax
State of VA


My commission expires: October 31, 2003

/s/  Elias Vamvakas                     October 15, 2001
-----------------------------------     ----------------------------------------
For TLC Laser Eye Centers Inc.          Date

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                   [LETTERHEAD OF TLC LASER EYE CENTERS INC.]

December 4, 2001

Mr. Thomas O'Hare
3096 Windsong Drive
Oakton, VA 22124

Re: Confidential Separation Agreement and General Release Dated 10/15/01

Dear Tom,

            You are in receipt of and have executed the above referenced
separation agreement from TLC. A notarized copy of the executed agreement,
signed by yourself and Elias Vamvakas has been returned to Paul Frederick at
TLC. The agreement provides that your separation and the terms and conditions of
the agreement, including the severance payment, are contingent on the closing of
the previously announced merger transaction with Laser Vision Centers, Inc.
("LVCI").

            Because of mutually beneficial reasons you and TLC have agreed to
amend this agreement to eliminate the condition of the "Termination Date"
(transaction closing date) for it to be effective and have agreed that your last
day of work will be Friday, December 7, 2001. You will however continue to be
paid as a regular employee through Friday, December 28, 2001 at which time the
terms of the Separation Agreement will go into effect. It is also further agreed
that all other terms and conditions of the original agreement, dated October 15,
2001 remain in full force and effect and are not altered, changed, affected or
amended in any way by this agreement.

            If you are in agreement with this amendment please so indicate by
signing a copy of this letter below and return it to Paul Frederick at TLC. This
amendment will then become a part of the original agreement.

                                        Yours truly,


                                        /s/  Elias Vamvakas

                                        Elias Vamvakas
                                        Chairman and CEO
                                        TLC Laser Eye Centers Inc.

Agreed to this 5th day of December, 2001


By: /s/ Thomas O'Hare                   Witness: /s/ Mary O'Hare
   --------------------------------             --------------------------------
        Thomas O'Hare