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           AMENDMENT NO. 1 TO RETAIL BUSINESS MANAGEMENT AGREEMENT

     This Amendment No. 1 to Retail Business Management Agreement
("Amendment") is entered into as of June __, 2000 by and between Visionary
Retail Management, Inc., a Delaware corporation ("Retail 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, Retail Business Manager, and the Practice have previously
entered into that certain Retail Business Management Agreement, dated
September 30, 1997 (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; 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."



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     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 as of the date
first above written.

                                        VISIONARY RETAIL MANAGEMENT, 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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