AMENDMENT NO. 5 TO BUSINESS MANAGEMENT AGREEMENT
                ------------------------------------------------

     This Amendment No. 5 to Business Management Agreement ("Amendment") is made
and  entered into effective as of the 28th day of February, 2002, by and between
Charles  M.  Cummins  O.D.,  P.A.,  a  New  Jersey professional association (the
"Practice"),  and  Eye  Drx  Retail  Management,  Inc.  ("Business  Manager").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the  Practice  and  Vision Twenty-One, Inc. ('Vision 21") entered
into  that certain Business Management Agreement effective as of January 1, 1998
(the  "Original  Business  Management  Agreement")  whereby  Vision  21 provided
management  services  to  the  Practice;

     WHEREAS,  pursuant  to  that  certain  Amendment  to  Business  Management
Agreement,  dated  August  31,  1999  (the  "First Amendment"), by and among the
Practice,  Vision  21  and  Business  Manager,  the Original Business Management
Agreement  was  amended  to  provide,  among  other things, that Vision 21 would
assign  all  of  its  rights  as  a  business  manager  to the Business Manager;

     WHEREAS,  pursuant  to  that certain Amendment No. 2 to Business Management
Agreement,  dated  effective  February 29, 2000 (the "Second Amendment"), by and
among  the  Practice  and  Business  Manager,  the  Original Business Management
Agreement  was  further  amended  to  extend the term thereof until February 28,
2001;

     WHEREAS,  pursuant  to  that certain Amendment No. 3 to Business Management
Agreement, dated effective May 1, 2000 (the "Third Amendment"), by and among the
Practice  and  Business  Manager, the Original Business Management Agreement was
further  amended  to comply with certain regulations governing optometrists have
now  been  promulgated;  and

     WHEREAS,  pursuant  to  that certain Amendment No. 4 to Business Management
Agreement,  dated  effective  February  1,  2001 (collectively with the Business
Management  Agreement,  the  First  Amendment, and the Second Amendment, and the
Third Amendment, the "Business Management Agreement"), by and among the Practice
and  Business  Manager,  the  Original Business Management Agreement was further
amended  to  extend  the  term  thereof  until  February  28,  2002;

     WHEREAS,  the  parties  now desire to further amend the Business Management
Agreement  to  extend  the  term  thereof  until  February  28,  2003;

     WHEREAS,  capitalized  terms  not  otherwise  defined herein shall have the
meaning  ascribed  to  such  term  in the Amended 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:

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                                    ARTICLE I

                   AMENDMENT OF BUSINESS MANAGEMENT AGREEMENT
                   ------------------------------------------

     Section  1.1     Section  6.1 of the Business Management Agreement shall be
amended  to  read  in  its  entirety  as  follows:

6.1.  Initial and Renewal Term.  Notwithstanding any provision in this Agreement
      ------------------------
to  the  contrary, the Term of this Business Management Agreement shall continue
until  February  28, 2003 at which time this Business Management Agreement shall
terminate  without  any  further  action  of  any  party  hereto, unless (i) the
Practice  and  the  Business Manager agree in writing to extend the Term of this
Business  Management Agreement for a specified time period or (ii) this Business
Management  Agreement  is  terminated earlier as provided in Section 6.2 of this
Business  Management  Agreement.

                                   ARTICLE II

                                  MISCELLANEOUS
                                  -------------

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

     2.2     Except  as  otherwise  expressly  set  forth in this Amendment, the
Business  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 parties hereto have duly executed this Amendment
effective  as  of  the  date  first  above  written.



                                                  CHARLES M. CUMMINS, O.D., P.A.

                                                 By: ___________________________
                                             Charles M. Cummins, O.D., President


                                                 EYE DRX RETAIL MANAGEMENT, INC.

                                                 By: ___________________________
                                                Title: _________________________

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