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        AMENDMENT NO. 1 TO PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT

     This Amendment No. 1 to Professional Business Management Agreement
("Amendment") is entered into as of June __, 2000 by and between Visionary
MSO, Inc., a Delaware corporation ("Professional Business Manager"), and Hour
Eyes Doctors of Optometry, P.C., a Virginia professional corporation formerly
known as Dr. Samits' Hour Eyes Optometrist, P.C. (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
September 30, 1997 (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; 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."



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     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 as of the
date first above written.


                                        VISIONARY MSO, INC.,



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


                                        HOUR EYES DOCTORS OF OPTOMETRY, P.C.



                                        By:
                                           ----------------------------------
                                           Daniel Poth, O.D., President




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