<PAGE>

         AMENDMENT NO. 1 TO THE RETAIL BUSINESS MANAGEMENT AGREEMENT


     This Amendment No. 1 to the Retail Business Management Agreement (the
"Amendment") is made and entered into effective as of June 1, 1999, by and
between Visionary Retail Management, Inc., a Delaware corporation ("Retail
Business Manager"), and Dr. Mark Lynn & Associates, PLLC, a Kentucky
professional limited liability company (the "Practice").

                                R E C I T A L S

     A.     The Practice and the Retail Business Manager entered into that
            certain Retail Business Management Agreement, dated October 1,
            1998 (the "Bizer Retail Management Agreement"), pursuant to
            which the Retail Business Manager provides the Practice with
            facilities, equipment and such management, administrative and
            business services as are necessary and appropriate for the
            day-to-day administration of the retail optical aspects of the
            Practice as well as certain personnel and services for the
            Practice's professional eye care practice (the "Management
            Services").

     B.     The Practice and Visionary MSO, Inc., a Delaware corporation (the
            "Professional Business Manager"), entered into that certain
            Professional Business Management Agreement, dated October 1,
            1998 (the "Bizer Professional Management Agreement"), pursuant
            to which the Professional Business Manager provides the Practice
            with facilities, equipment and such management, administrative
            and business services (the "Professional Management Services")
            as are necessary and appropriate for the day-to-day
            administration of the non-optometric aspects of the Practice's
            professional eye care practice.

     C.     Concurrent with the execution hereof, the Practice and the
            Professional Business Manager will enter into a Professional
            Business Management Agreement (the "EyeMasters Management
            Agreement") pursuant to which the Professional Business Manager
            will provide Professional Management Services to the Practice
            with respect to certain locations located within or adjacent to
            optical retail stores operated in Tennessee under the
            "EyeMasters" tradename (the "EyeMasters Practice Locations").

     D.     The Practice will not own and operate the optical dispensary at the
            EyeMasters Practice Locations and therefore the services of
            Retail Business Manager at such practice locations is not
            required.

     E.     Concurrent with the execution hereof, the Practice and the
            Professional Business Manager are amending the Bizer
            Professional Management Agreement to reflect that the EyeMasters
            Practice Locations will be managed under the EyeMasters
            Management Agreement and to address the issues created thereby.

     F.     The parties acknowledge and consent to the transactions
            contemplated by the EyeMasters Management Agreement and desire
            to amend the Bizer Retail Management Agreement to exclude
            therefrom any obligations or responsibilities of the Retail
            Business Manager with respect to the Practice's locations being
            managed under the EyeMasters Management Agreement.

     G.     Capitalized terms not otherwise defined herein shall have the
            meaning ascribed to such term in the Bizer Retail Management
            Agreement.



<PAGE>

     NOW, THEREFORE, for and in consideration of the mutual
agreements, terms, covenants and conditions contained herein and
other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:

     1.     The Bizer Retail Management Agreement is hereby amended to
provide that the provision of management services to the EyeMasters Practice
Locations shall be excluded from the Bizer Retail Management Agreement and
the Retail Business Manager shall have no obligations, responsibilities or
liabilities under the Bizer Retail Management Agreement with respect to the
EyeMasters Practice Locations.

     2.     Whenever the terms "Office" or "Practice" is used in the Bizer
Retail Management Agreement, such term shall not include the portion of the
Practice or any of its offices to the extent related to the EyeMasters
Practice Locations.  As an illustration, the Adjusted Gross Revenue and
Adjusted Net Revenue calculation and the resulting Management Fee calculation
under the Bizer Retail Management Agreement shall exclude any revenues to the
extent arising out of or relating to the EyeMasters Practice Locations.
Similarly, all Dispensary Expenses, Office Expenses, Interest Expenses,
Practice Expenses and Shareholder Expenses shall not include any expenses to
the extent relating to the EyeMasters Practice Locations.

     3.     With respect to any expenses or costs incurred by the Retail
Business Manager or the Practice relating to both the Offices subject to the
Bizer Retail Management Agreement and the EyeMasters Practice Locations, such
expenses shall be allocated by the Retail Business Manager, in its reasonable
discretion, between such Offices and the EyeMasters Practice Locations to
reflect each office's pro-rata share of any expenses or costs relating to
such office.

     4.     This Amendment may be executed in two or more counterparts, all
of which taken together shall constitute one instrument.

     5.     Except as otherwise expressly set forth in this Amendment, the
Bizer Retail Management Agreement shall remain in full force and effect, and
the parties hereto shall be bound by the terms and conditions thereof, as
herein amended.

     IN WITNESS WHEREOF, the Practice and Retail Business Manager have caused
this Amendment to be executed by their duly authorized representatives, all
as of the day and year first above written.


                                        DR. MARK LYNN & ASSOCIATES, PLLC
                                        "The Practice"


                                        By:
                                           ----------------------------------
                                           Mark E. Lynn, O.D., President

                                        VISIONARY RETAIL MANAGEMENT, INC.
                                        "Retail Business Manager"


                                        By:
                                           ----------------------------------
                                         Title:
                                               ------------------------------


                                       2

<PAGE>


      AMENDMENT NO. 1 TO THE PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT


     This Amendment No. 1 to the Professional Business Management Agreement
(the "Amendment") is made and entered into effective as of June 1, 1999, by
and between Visionary MSO, Inc., a Delaware corporation ("Professional
Business Manager"), and Dr. Mark Lynn & Associates, PLLC, a Kentucky
professional limited liability company (the "Practice").

                                R E C I T A L S

     A.     The Practice and the Professional Business Manager entered into
            that certain Professional Business Management Agreement, dated
            October 1, 1998 (the "Bizer Professional Management Agreement"),
            pursuant to which the Professional Business Manager provides the
            Practice with facilities, equipment and such management,
            administrative and business services (the "Management Services")
            as are necessary and appropriate for the day-to-day
            administration of the non-optometric aspects of the Practice's
            professional eye care practice.

     B.     Concurrent with the execution hereof, the Practice and the
            Professional Business Manager will enter into a Professional
            Business Management Agreement (the "EyeMasters Management
            Agreement"), pursuant to which the Professional Business Manager
            will provide Management Services to the Practice with respect to
            certain locations located within or adjacent to optical retail
            stores operated in Tennessee under the "EyeMasters" tradename
            (the "EyeMasters Practice Locations").

     C.     The parties acknowledge and consent to the transactions
            contemplated by the EyeMasters Management Agreement and desire
            to amend the Bizer Professional Management Agreement to exclude
            therefrom any obligations or responsibilities of the
            Professional Business Manager with respect to the EyeMasters
            Practice Location.

     D.     Capitalized terms not otherwise defined herein shall have the
            meaning ascribed to such term in the Bizer Professional
            Management Agreement.

     NOW, THEREFORE, for and in consideration of the mutual agreements,
terms, covenants and conditions contained herein and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:

     1.     The Bizer Professional Management Agreement is hereby amended to
provide that the provision of management services to the EyeMasters Practice
Locations shall be excluded from the Bizer Professional Management Agreement
and the Professional Business Manager shall have no obligations,
responsibilities or liabilities under the Bizer Professional Management
Agreement with respect to the EyeMasters Practice Locations.

     2.     Whenever the terms "Office" or "Practice" is used in the Bizer
Professional Management Agreement, such term shall not include the Practice
or any of its offices to the extent related to the EyeMasters Practice
Locations.  As an illustration, the Adjusted Gross Revenue calculation and
the resulting Management Fee calculation under the Bizer Professional
Management Agreement shall exclude any revenues to the extent arising out of
or relating to the EyeMasters Practice Locations.



<PAGE>

Similarly, all Dispensary Expenses, Office Expenses, Interest Expenses,
Practice Expenses and Shareholder Expenses shall not include any expenses to
the extent relating to the EyeMasters Practice Locations.

     3.     With respect to any expenses or costs incurred by the
Professional Business Manager or the Practice relating to both the Offices
subject to the Bizer Professional Management Agreement and the EyeMasters
Practice Locations, such expenses shall be allocated by the Professional
Business Manager, in its reasonable discretion, between such Offices and the
EyeMasters Practice Locations to reflect each office's pro-rata share of any
expenses or costs relating to such office.

     4.     This Amendment may be executed in two or more counterparts, all
of which taken together shall constitute one instrument.

     5.     Except as otherwise expressly set forth in this Amendment, the
Bizer Professional Management Agreement shall remain in full force and
effect, and the parties hereto shall be bound by the terms and conditions
thereof, as herein amended.

     IN WITNESS WHEREOF, the Practice and Professional Business Manager have
caused this Amendment to be executed by their duly authorized
representatives, all as of the day and year first above written.

                                        DR. MARK LYNN & ASSOCIATES, PLLC
                                        "The Practice"


                                        By:
                                           ----------------------------------
                                           Mark E. Lynn, O.D., President



                                        VISIONARY MSO, INC.
                                        "Professional Business Manager"


                                        By:
                                           ----------------------------------
                                         Title:
                                               ------------------------------



                                       2

<PAGE>


        AMENDMENT NO. 1 TO PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT

     This Amendment No. 1 to Professional Business Management Agreement
("Amendment") is entered into effective as of August 1, 2000 by and between
Visionary MSO, Inc., a Delaware corporation ("Professional Business
Manager"), and Dr. Mark Lynn & Associates, PLLC, a Kentucky professional
limited liability company (the "Practice").

                             W I T N E S S E T H:

     WHEREAS, Professional Business Manager and the Practice have previously
entered into that certain Professional Business Management Agreement, dated
October 1, 1998 (the "Professional Business Management Agreement"), by and
between Professional Business Manager and the Practice, whereby Professional
Business Manager provides certain services to the Practice;

     WHEREAS, Professional Business Manager and the Practice desire to amend
the Professional Business Management Agreement for the purpose of clarifying
the control that the Practice maintains over the professional services and
the optical dispensary; and

     WHEREAS, capitalized terms not otherwise defined herein shall have the
meaning ascribed to such terms in the Professional Business Management
Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements of the parties hereinafter contained, the parties hereby agree
as follows:

     1.     AMENDMENT TO SECTION 2.6.  Section 2.6 of the Professional
Business Management Agreement shall be amended to delete clauses (ii) and
(iii) from the proviso in the next to last sentence of Section 2.6.  After
giving effect to such amendment, Section 2.6 shall read in its entirety as
follows:

            "2.6     FORMATION AND OPERATION OF THE PRACTICE ADVISORY
     COUNCIL. The Parties hereby establish a Practice Advisory Council
     which shall be responsible for advising Professional Business
     Manager and the Practice with respect to developing the Office and
     implementing management and administrative policies for the overall
     operation of the Office and for providing dispute resolution on
     certain matters. The Practice Advisory Counsel shall consist of six
     (6) members. Professional Business Manager shall designate, in its
     sole discretion, two (2) members of the Practice Advisory council
     or may have one (1) member with two (2) votes. The Practice shall
     designate, in its sole discretion, two (2) members of the Practice
     Advisory Council or may have one (1) member with two (2) votes.
     Retail Business Manager shall designate, in its sole discretion,
     two (2) members of the Practice Advisory Council or may have one
     member with two (2) votes. The Practice Advisory Council members
     selected by the Practice shall be full-time Professional employees
     of the Practice. Each Party's representatives to the Practice
     Advisory Council shall have the authority to make decisions on
     behalf of the respective Party. Except as may otherwise be
     provided, the act of a majority of the members of the Practice
     Advisory Council shall be the act of the Practice Advisory Council,
     PROVIDED THAT THE AFFIRMATIVE VOTE OF THE PRACTICE MEMBER(S) SHALL
     BE REQUIRED ON ALL VOTES OF THE PRACTICE ADVISORY COUNCIL. The
     decisions, resolutions, actions, or recommendations of the Practice
     Advisory Council shall be implemented by Professional Business
     Manager, Retail Business Manager or the Practice, as appropriate."



<PAGE>

     2.     NO FURTHER MODIFICATION. Except as hereby amended, the
Professional Business Management Agreement shall remain in full force and
effect without modification or change, and shall be binding upon and inure to
the benefit of the parties and their respective successors, heirs, devisees,
assigns, legal representatives, executors and administrators.

     3.     COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, Professional Business Manager and the Practice have
caused this Amendment to be executed by their authorized officers effective
as of the date first above written.


                                        VISIONARY MSO, INC.,



                                        By:
                                           ----------------------------------
                                           Alan E. Wiley, Executive
                                           Vice-President


                                        DR. MARK LYNN & ASSOCIATES, PLLC



                                        By:
                                           ----------------------------------
                                           Mark E. Lynn, O.D., President





                                       2

<PAGE>


           AMENDMENT NO. 1 TO RETAIL BUSINESS MANAGEMENT AGREEMENT

     This Amendment No. 1 to Retail Business Management Agreement
("Amendment") is entered into effective as of August 31, 2000 by and between
Visionary Retail Management, Inc., a Delaware corporation ("Retail Business
Manager"), and Dr. Mark Lynn & Associates, PLLC (the "Practice").

                             W I T N E S S E T H:

     WHEREAS, Retail Business Manager, and the Practice have previously
entered into that certain Retail Business Management Agreement, dated October
1, 1998 (the "Retail Business Management Agreement"), by and between Retail
Business Manager and the Practice, whereby the Retail Business Manager
provides certain services to the Practice;

     WHEREAS, Retail Business Manager and the Practice desire to amend the
Retail Business Management Agreement to clarify the control that the Practice
maintains over the professional services and the dispensary; and

     WHEREAS, capitalized terms not otherwise defined herein shall have the
meaning ascribed to such terms in the Retail Business Management Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements of the parties hereinafter contained, the parties hereby agree
as follows:

     1.     AMENDMENT TO SECTION 2.6. Section 2.6 of the Retail Business
Management Agreement shall be amended to delete clauses (ii) and (iii) from
the proviso in the next to last sentence of Section 2.6. After giving effect
to such amendment, Section 2.6 shall read in its entirety as follows:

     "2.6     FORMATION AND OPERATION OF THE PRACTICE ADVISORY COUNCIL.
     The Parties hereby establish a Practice Advisory Council which
     shall be responsible for advising Retail Business Manager and the
     Practice with respect to developing the Dispensary and implementing
     management and administrative policies for the overall operation of
     the Dispensary and for providing dispute resolution on certain
     matters. The Practice Advisory Council shall consist of six (6)
     members. Retail Business Manager shall designate, in its sole
     discretion, two (2) members of the Practice Advisory Council or may
     have one (1) member with two (2) votes. The Practice shall
     designate, in its sole discretion, two (2) members of the Practice
     Advisory Council or may have one (1) member with two (2) votes.
     Professional Business Manager shall designate, in its sole
     discretion, two (2) members of the Practice Advisory Council or may
     have one member with two (2) votes. The Practice Advisory Council
     members selected by the Practice shall be full-time Professional
     employees of the Practice. Each Party's representatives to the
     Practice Advisory Council shall have the authority to make
     decisions on behalf of the respective Party. Except as may
     otherwise be provided, the act of a majority of the members of the
     Practice Advisory Council shall be the act of the Practice Advisory
     Council, PROVIDED THAT THE AFFIRMATIVE VOTE OF THE PRACTICE
     MEMBERS(S) SHALL BE REQUIRED ON ALL VOTES OF THE PRACTICE ADVISORY
     COUNCIL. The decisions, resolutions, actions, or recommendations of
     the Practice Advisory Council shall be implemented by Retail
     Business Manager, Professional Business Manager, or the Practice,
     as appropriate."



<PAGE>

     2.     NO FURTHER MODIFICATION. Except as hereby amended, the Retail
Business Management Agreement shall remain in full force and effect without
modification or change, and shall be binding upon and inure to the benefit of
the parties and their respective successors, heirs, devisees, assigns, legal
representatives, executors and administrators.

     3.     COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, Retail Business Manager and the Practice have caused
this Amendment to be executed by their authorized officers effective as of
the date first above written.

                                        VISIONARY RETAIL MANAGEMENT, INC.



                                        By:
                                           ----------------------------------
                                           Alan E. Wiley, Executive
                                           Vice-President


                                        MARK LYNN & ASSOCIATES, PLLC



                                        By:
                                           ----------------------------------
                                           Mark E. Lynn, O.D., President



                                       2