BUSINESS MANAGEMENT AGREEMENT

     This Business Management Agreement is made and entered into effective as of
January  1,  1998, by and between Vision Twenty-One, Inc., a Florida corporation
("Business  Manager"),  and  Charles M. Cummins, O.D. and Elliot L. Shack, O.D.,
P.A.,  a  professional association, organized and existing under the laws of the
State  of  New  Jersey  (the  "Practice").

                                R E C I T A L S
                                - - - - - - - -

     A.     The  Practice  is  a  professional  association  duly  organized and
validly  existing  under the laws of the State of New Jersey (the "State") which
is engaged in the provision of Professional Eye Care Services (as defined below)
at  19  locations  to  the  general  public  in  the  State  through  individual
Professionals  (as  defined below) who are licensed to practice optometry in the
State  and  who  are  employed  or  otherwise  retained  by  the  Practice.

     B.     Business  Manager  is  a  corporation  duly  organized  and  validly
existing  under the laws of the State of Florida and is qualified to do business
under  the  laws  of  the  State.

     C.     The  Practice  desires  to devote substantially all of its energies,
expertise  and  time  on  the  delivery  of  Professional  Eye  Care Services to
patients.

     D.     The  Practice  desires  to  engage  Business  Manager  to  provide
facilities,  equipment and such management, administrative and business 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 and
optical retail locations, and Business Manager desires to provide such, upon the
terms  and  conditions  hereinafter  set forth, for the purpose of enhancing the
cost-efficiency  and  quality  of  services  rendered  by  the  Practice  to its
patients.

     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.     DEFINITIONS.  For  the  purposes  of  this  Business  Management
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Agreement,  the  following  terms  shall  have  the  following meanings ascribed
thereto,  unless otherwise clearly required by the context in which such term is
used:

     1.1.     Account.  The term "Account" shall mean the bank account described
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in  Sections  3.9  and  3.10(a)  and  (c).

     1.2.     Acquisition Transaction.  The term "Acquisition Transaction" shall
              -----------------------
mean  the  completed  transactions  described  in  the  Asset Purchase Agreement
entered  into  by  and  among  the  Business Manager, the Practice and Elliot L.
Shack,  O.D.,  P.A.

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     1.3.     Adjusted  Gross  Revenue.  The term "Adjusted Gross Revenue" shall
              ------------------------
mean  all  revenues,  for Professional Eye Care Services and any other revenues,
calculated  on  an  accrual  basis  under GAAP, generated by or on behalf of the
Practice  and for Elliot L. Shack, O.D., P.A. and Capitation Revenues during the
term  of  this Business Management Agreement, including, without limitation, all
technical  fees  from  ancillary  services,  all  proceeds  from key person life
insurance  policies  purchased  by  Business  Manager in accordance with Section
3.15,  all  amounts  paid  by third parties for contractual liabilities, and all
consultant,  teaching and expert witness fees except for those fees set forth in
Exhibit 1.3 (unless the time and efforts of the individuals responsible for such
-----------
excluded  revenues  are  materially  greater than the historical time or efforts
expended  in  obtaining  such revenues or if such excluded revenues historically
flowed  through the Practice), minus any allowances for bad debts, uncollectible
accounts, Medicare, Medicaid and other payor contractual adjustments, discounts,
workers' compensation adjustments, reasonable professional courtesies, and other
reductions in collectible revenue that result from activities that do not result
in  collectible  charges.

     1.4.     Agreement  or Business Management Agreement.  The term "Agreement"
              -------------------------------------------
or  "Business  Management  Agreement"  shall  mean this instrument as originally
executed  and  delivered,  or,  if  amended  or  supplemented,  as so amended or
supplemented.

     1.5.     Budget.  The  term  "Budget"  shall  mean  an operating budget and
              ------
capital  expenditure  budget for each fiscal year as prepared in accordance with
Section  3.11(a).

     1.6.     Business  Manager.  The  term  "Business  Manager"  shall have the
              -----------------
meaning  set  forth  in  the  Recitals  hereto.

     1.7.     Business  Manager  Consent.  The  term  "Business Manager Consent"
              --------------------------
shall  mean the consent granted by Business Manager's representatives (or either
representative)  to the Practice Advisory Council created pursuant to Article II
herein, which consent shall not be unreasonably withheld or delayed and shall be
binding  on  the  Business  Manager.

     1.8.     Business  Manager  Expense.  The  term  "Business Manager Expense"
              --------------------------
shall  mean  an  expense or cost incurred by the Business Manager, for which the
Business Manager is financially liable and is not entitled to reimbursement from
the  Practice.  Business  Manager  Expense  shall  specifically include: (a) any
amortization  of  intangible  assets resulting from the Acquisition Transaction,
(b)  any  income  or  franchise  taxes of the Business Manager, (c) expenses and
costs  relating to the acquisition of any other health care companies unless all
or  a  specific  portion  of  such  expenses and costs are approved as an Office
Expense by the Practice Advisory Council, or unless the Practice participates in
the  acquisition  through  the Practice's acquisition of optometric assets of an
acquired  optometric  practice,  and  (d)  any other expense or cost incurred by
Business Manager that are not reasonable and customary reimbursements based upon
a  usual  national  practice  management  company's arrangement with a practice.

     1.9.     Capitation  Revenues.  The  term  "Capitation Revenues" shall mean
              --------------------
all collections from managed care organizations or third-party payors where such
payment  is  made

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<PAGE>

periodically  on  a  per  member  basis  for  the  partial  or  total needs of a
subscribing  patient, less amounts that are payable to other providers of health
care  items  and  services  to  capitation  patients.  Capitation Revenues shall
include  any  co-payments  and  incentive  bonuses  received  as  a  result of a
capitation  plan.

     1.10.     Clinical  Personnel.  The  term  "Clinical  Personnel" shall mean
               -------------------
those  individuals  who  are  (to  the  extent  permitted by law) employed by or
otherwise  under  contract or associated with Business Manager as technicians or
similar positions, except for Professionals.  In the event that such individuals
are  not permitted by the laws of the State to be employed by or otherwise under
contract with Business Manager, such individuals shall instead be employed by or
under  contract  with  the  Practice,  and  all  expenses  associated  with  the
employment  of  or contracting with such individuals shall be Practice Expenses.

     1.11.     Confidential  Information.  The  term  "Confidential Information"
               -------------------------
shall  mean  any information of Business Manager or the Practice, as appropriate
(whether  written  or  oral),  including  all  business  management  or economic
studies,  patient  lists,  proprietary forms, proprietary business or management
methods, marketing data, fee schedules, or trade secrets of the Business Manager
or  of the Practice, as applicable, whether or not such Confidential Information
is  disclosed  or  otherwise  made  available  to  one  Party by the other Party
pursuant  to this Business Management Agreement.  Confidential Information shall
also  include the terms and provisions of this Business Management Agreement and
any  transaction  or  document executed by the Parties pursuant to this Business
Management Agreement.  Confidential Information does not include any information
that  the receiving party can establish (a) is or becomes generally available to
and  known  by  the public or optometric community (other than as a result of an
unpermitted  disclosure  directly  or  indirectly  by the receiving party or its
affiliates,  advisors,  or  Representatives); (b) is or becomes available to the
receiving  party  on  a  nonconfidential  basis  from  a  source  other than the
furnishing  party  or its affiliates, advisors or Representatives, provided that
such  source  is  not  and  was not bound by a confidentiality agreement with or
other obligation of secrecy to the furnishing party of which the receiving party
has knowledge; or (c) has already been or is hereafter independently acquired or
developed by the receiving party without violating any confidentiality agreement
with  or  other  obligation  of  secrecy  to  the  furnishing  party.

     1.12.     GAAP.  The  term  "GAAP" shall mean generally accepted accounting
               ----
principles  set  forth  in  the  opinions  and  pronouncements of the Accounting
Principles  Board  of the American Institute of Certified Public Accountants and
statements  and pronouncements of the Financial Accounting Standards Board or in
such  other statements by such other entity or other practices and procedures as
may be approved by a significant segment of the accounting profession, which are
applicable  to  the  circumstances  as  of  the  date of the determination.  All
financial  reporting  which is required pursuant to this Agreement to be made in
conformity  with  GAAP  shall  also  be  prepared  in a manner acceptable to the
Securities  and  Exchange Commission for reports made pursuant to the Securities
and  Exchange  Commission's  rules  and  regulations.

     1.13.     Local  Advisory Council.  The term "Local Advisory Council" shall
               ------------------------
have  the  meaning  set  forth  in  Section  2.10  of  this  Agreement.

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<PAGE>

     1.14.     Management Fee. The term "Management Fee" shall mean the Business
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Manager's  compensation  established  as  described  in  Article  V  hereof.

     1.15.     Management  Services.  The  term "Management Services" shall mean
               --------------------
the  business,  administrative,  and  management services to be provided for the
Practice,  including,  without limitation, the provision of equipment, inventory
and  supplies  (including  the use of all assets owned by Business Manager which
are  located  at  the  Office  on  the effective date hereof), support services,
personnel  (including  Clinical  Personnel  but excluding Professionals), office
space  leased directly by Vision 21 management, administration, financial record
keeping  and  reporting,  and  other business office services, all as reasonably
necessary  for  the  conduct  of  the  Practice's  business.

     1.16.     National  Appeals  Council.  The  term "National Appeals Council"
               --------------------------
shall  have  the  meaning  set  forth  in  Section  2.11  hereto.

     1.17.     Office.  The  term  "Office" shall mean any office space, clinic,
               ------
or  facility, including satellite facilities, that Business Manager shall own or
lease  or  otherwise  procure  in  the  future  for  the  use  of  the Practice.

     1.18.     Office  Expense.  The  term  "Office  Expense"  shall  mean  all
               ---------------
operating  and  non-operating  expenses  incurred by the Business Manager in the
provision of Management Services to the Practice and shall include all operating
and  non-operating  expenses  incurred by the Practice relating to the items set
forth  in  this Section.  So long as the Practice is in full compliance with the
terms  of  this  Business  Management  Agreement,  the Business Manager shall be
financially  liable  for  all  Office  Expenses  and  the Business Manager shall
reimburse  the Practice for any Office Expense incurred by the Practice relating
to  the  items  set forth in this Section, upon request by the Practice.  Office
Expense  shall  not  include  any  Business Manager Expense, Practice Expense or
Shareholder  Expense  or  any  state,  local or federal income or franchise tax.
Without  limitation,  Office  Expense  shall  include  the  following  expenses:

     (a)     the  salaries,  benefits,  payroll taxes, and other direct costs of
all  employees  of  Business  Manager  (including  Clinical Personnel) primarily
working  at  the  Office  and  the  salaries, benefits, payroll taxes, and other
direct costs of the non-Professional and non-clinical employees of the Practice,
but  not  the  salaries,  benefits,  payroll  taxes or other direct costs of the
Professionals;

     (b)     the  direct  cost  of  any  employee  or  consultant  that provides
services  at  or  in connection with the Office for improved clinic performance,
such  as  management, billing and collections, business office consultation, and
accounting  and  legal  services, but only when such services are coordinated by
Business Manager, are partially or wholly for the benefit of the Practice and/or
are  included  in  the  Budget;

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<PAGE>

     (c)     reasonable recruitment costs and out-of-pocket expenses of Business
Manager  or  the  Practice  associated  with  the  recruitment  of  additional
Professionals,  other employees of the Practice and Business Manager's employees
primarily  located  at  the  Office;

     (d)     personal  property  and  intangible property taxes assessed against
Business  Manager's  assets used in connection with the operation of the Office;

     (e)     comprehensive  and  general liability insurance covering the Office
and employees of the Practice and Business Manager at the Office and malpractice
insurance  for  Shareholder  Optometrists;

     (f)     the  expense  of  using, leasing, purchasing or otherwise procuring
and  maintaining the Office and related equipment, including depreciation in the
case  of furniture, fixtures and equipment owned by Business Manager and used at
the  Office,  except  for  those equipment expenses described in Section 3.2(d),
which  are  specified  therein  to  be  a  Shareholder  Expense;

     (g)     the  cost  of  capital  (whether as actual interest on indebtedness
incurred  on  behalf  of  the Practice or reasonable imputed interest on capital
advanced  by  Business  Manager),  which  shall  be equal to the average cost of
borrowing  by  Business  Manager  as  reflected  on  its  most  recent published
financial  statements,  or  in  the  absence  of  either of the foregoing, eight
percent  (8%),  to  finance  or  refinance obligations of the Practice, purchase
additional  (new  or  used) optometric or non-optometric equipment to be used in
connection  with  the Office, or to finance new ventures of the Practice; in any
such  case  only as such cost of capital is set forth in the Budget or otherwise
approved  in  advance  by  the  Practice  Advisory  Council;

     (h)     the  reasonable travel expenses associated with attending meetings,
conferences,  or  seminars  to benefit the Practice so long as such expenses are
related  to  individuals located at the Office and the Practice's pro rata share
for  individuals  who  are  consultants  of  or employed by Business Manager who
provide  material  services  to  the  Practice;

     (i)     the cost of office supplies, inventory and utilities (except drugs,
pharmaceuticals  and  controlled  substances; for the purposes of this Agreement
the  term  "drugs"  shall  not  be  deemed  to  refer  to  contact  lenses);

     (j)     billing  and  collection  costs  and  expenses;

     (k)     the  Practice's  pro-rata  share  of  reasonable corporate overhead
charges  or  other  reasonable  expenses (including computer and data processing
costs)  which  are  incurred  by  Business Manager or any parent or affiliate of
Business  Manager in connection with regional expenses or corporate headquarters
expenses which: (i) relate to the provisions of benefits or services by Business
Manager  on  behalf  of  the  Practice as reflected in the Budget, or (ii) are a
substitute  at  the  same  or  less  cost  as  the  existing  level  of expenses
historically  incurred  by  the  Practice  or  set  forth  in  the  Budget;

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<PAGE>

     (l)     all  other  expenses  which  are  set forth in the Budget and which
directly  or  indirectly  benefit  the  Practice incurred by Business Manager in
carrying  out  its  obligations  under  this  Business  Management  Agreement;

     (m)     reasonable  costs  and  expenses  (to  the  extent  not  covered by
insurance)  of  lawsuits or claims against the Business Manager, the Practice or
its  Professional(s)  related  to  their  performance of duties at the Office or
their  interest  in  the  leasehold  or other assets used in connection with the
Office,  provided  that  if  the  Business  Manager,  the  Practice  or  its
Professional(s)  does  not prevail in the lawsuit or claim or settles the matter
with  a  material  payment  by  the party (the party at "fault"), such costs and
expenses  shall  be  deemed  a Business Manager Expense in the event of Business
Manager's fault, and a Shareholder Expense in the event of fault by the Practice
or  Professional,  whereupon  the  Practice  and  such  Professional(s) shall be
jointly  responsible for the immediate reimbursement of the sums advanced (which
may at the option of Business Manager be offset by Business Manager against sums
otherwise  due  the  Practice  under  Section  3.10(b));  provided  further that
Business  Manager  shall not advance such costs and expenses from the account if
the Practice Advisory Council concludes that (i) it is unlikely that the Account
will  be  reimbursed  if  the  party involved will not prevail in the lawsuit or
claim, or (ii) it is reasonable to believe that obtaining a reimbursement of the
advanced  sums  will  be  difficult to achieve; and the Parties acknowledge that
nothing in this Section shall create any liability on the part of a Professional
who  would  otherwise  be  shielded  from personal liability by the corporate or
limited  liability  structure  of  the  Practice;  and

     (n)     key  person  life  insurance premiums related to policies which the
Parties  agree to acquire on the life of the Practice's Professionals, whereupon
any proceeds shall be paid to the Account as Adjusted Gross Revenues, unless the
Parties  agree  to  a  specific split of the proceeds.  Should only the Practice
choose  to obtain key person life insurance, the Practice shall pay all premiums
as  a  Shareholder Expense and shall receive all proceeds.  Further, if only the
Business  Manager  chooses  to obtain such insurance, Business Manager shall pay
all  premiums as a Business Manager Expense and shall receive all proceeds.  The
Practice  shall  cause  its  Professionals  to  submit  to a medical examination
necessary  to  obtain  such  insurance.

     In  the  event  that  any  of  the above described individuals described in
Section  1.18(b)  devote  a  substantial  amount  of time to serving one or more
health  care  practices  other  than  the  Practice,  which  is  not  prohibited
hereunder,  or  the  above  described  equipment  or  Office  are  utilized to a
substantial degree by one or more health care practices other than the Practice,
the  Office  Expenses  shall  be  allocated  between the Practice and such other
health  care practices to reflect each practice's pro-rata share of any expenses
or  costs  relating  to  such  individuals,  equipment  or Office (including the
recruitment  costs  of  such  individuals  and  the  comprehensive  and  general
liability  insurance  expenses  with  respect  to  such  individuals).  Expenses
contemplated  in  this  paragraph  which  potentially  and  primarily  relate to
Sections  1.18(b),  (c),  (d),  (e),  (f), (g), (h), (k) and (l) shall be in the
Budget  or  approved  by  the  Practice  Advisory  Council, and where reasonably
determinable,  are  intended  to  be reasonable and customary based upon similar
relationships  generally existing between national practice management companies
and  practices they manage.  The Practice's pro-

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rata  portion  of  expenses  related  to  individuals  who are consultants of or
employed  by  Business Manager and who provide services benefiting more than one
practice  shall  be  based  upon  the actual time expended by the individuals in
performing  such services as compared to the time spent by such individuals with
other  practices  managed  by  the  Business  Manager,  or,  if  not  reasonably
calculable,  as  determined  by  Business  Manager,  based  upon  the  estimated
proportionate  revenue size of the Practice as compared to the aggregate revenue
size  as  estimated  in all of the Budgets of all other practices managed by the
Business Manager which are benefiting from such individual's services. Likewise,
equipment  and  other  benefits  provided  by  the  Business  Manager to several
Practices  shall be split pro-rata based upon the use or benefit derived by each
Practice, but if not calculable, shall be based upon the estimated proportionate
revenue size as set forth in the preceding sentence. Notwithstanding anything to
the  contrary  herein,  unless  an expense is expressly designated as a Business
Manager  Expense,  a  Practice Expense or a Shareholder Expense in this Business
Management  Agreement  or any exhibit thereto, all expenses incurred by Business
Manager  in  providing  services  pursuant to this Business Management Agreement
shall  be  considered  an  Office  Expense.

     1.19.     Optometrist.  The term "Optometrist" shall mean each individually
               -----------
licensed  Optometrist,  if  any,  who  is  employed  or otherwise retained by or
associated  with  the  Practice,  each  of  whom  shall  meet  at  all times the
qualifications  described  in  Section  4.2  and  Section  4.3.

     1.20.     Parties.  The term "Parties" shall mean the Practice and Business
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Manager.

     1.21.     Practice.  The  term  "Practice" shall have the meaning set forth
               --------
in  the  Recitals.

     1.22.     Practice  Advisory Council.  The term "Practice Advisory Council"
               --------------------------
shall  have  the  meaning  set  forth  in  Section  2.6  of  this  Agreement.

     1.23.     Practice  Consent.  The  term  "Practice  Consent" shall mean the
               -----------------
consent  granted by the Practice's representatives (or either representative) to
the  Practice  Advisory  Council  created  pursuant  to Article II herein, which
consent  shall  not  be unreasonably withheld or delayed and shall be binding on
the  Practice.

     1.24.     Practice  Expenses.  The  term "Practice Expenses" shall mean (a)
               ------------------
all  reasonable non-shareholder Professionals' salaries, benefits, payroll taxes
and  other  direct  costs  related  to  their  services at the Office (including
reasonable  and customary professional dues, subscriptions, continuing education
expenses,  severance  payments,  (b)  drugs,  pharmaceuticals  and  controlled
substances, and (c) travel costs for continuing education and necessary business
travel  for  non-shareholder  Professionals,  as well as for travel expenses for
local  continuing  legal  education.  Notwithstanding  the  foregoing,  the term
Practice  Expenses  shall  specifically exclude (i) business travel requested by
Business  Manager,  which  shall  be  an  Office  Expense,  (ii)  any  and  all
compensation  or  expenses  attributable  to  Shareholders,  which  shall  be  a
Shareholder  Expense  (except  reasonable and customary expenses for malpractice
insurance  which  shall  be  a  Practice  Expense),  (iii) malpractice insurance
coverage  for  Professionals, which shall be a Shareholder

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Expense, or (iv) such other items agreed to in advance in writing by the Parties
hereto.  The Practice shall be financially liable for all Practice Expenses, and
the  Practice  shall  reimburse  the  Business Manager for any Practice Expenses
incurred  by  the  Business  Manager.  During  this  Agreement, for so long as a
current  Shareholder  of  the  Practice  is an employee of, or contractor to, or
Shareholder  of  the  Practice,  such  Shareholder  shall  be  deemed  to  be  a
Shareholder  for  the  purposes  of  this  definition.  Such  expenses are to be
approved  annually  in  the  Budget.

     1.25.     Practice Territory.  The term "Practice Territory" shall mean the
               ------------------
geographic  area  which  is within a ten mile radius of the current locations in
which  the  Practice  renders  Professional  Eye  Care  Services.

     1.26.     Professional.  The term "Professional" shall mean any Optometrist
               ------------
affiliated  with  the  Practice.

     1.27.     Professional  Eye Care Services.  The term "Professional Eye Care
               -------------------------------
Services" shall mean professional health care items and services, including, but
not  limited  to, the practice of optometry, and all related professional health
care  services  provided by the Practice through the Practice's Optometrists and
other  professional health care providers that are retained by or professionally
affiliated  with the Practice.  The term shall also include any and all business
whatsoever in connection with any optical businesses owned or operated, or to be
owned  or operated in the future, in whole or in part, by the Practice or any of
its  Professionals  during  the  terms  of  this  Agreement.

     1.28.     Representatives.  The term "Representatives" shall mean a Party's
               ---------------
officers,  directors,  managers,  employees,  or  other  agents.

     1.29.     Shareholder.  The  term  "Shareholder"  shall mean any current or
               -----------
future  shareholder  of  the  Practice.

     1.30.     Shareholder  Expense.  The  term  "Shareholder  Expense" shall be
               --------------------
limited  to  the  following  expenses:  (a)  Shareholders'  salaries,  benefits,
payroll  taxes,  and  other  direct  costs  (including  professional  dues,
subscriptions, continuing education expenses, severance payments, entertainment,
and travel costs for continuing education or other business travel but excluding
business travel requested by Business Manager, which shall be an Office Expense,
and  excluding  any other expense of a Shareholder approved as an Office Expense
in  advance  by  the  Parties);  (b)  those portions of any future related party
leasehold  obligations which the Business Manager deems in excess of fair market
value,  (c)  to  the  extent not covered by insurance and subject to the advance
provisions contained herein, the defense costs of any litigation brought against
the  Practice or the Professionals by any third party and any liability judgment
assessed  against  the  Practice  or  the  Professionals;  (d) certain equipment
expenses  described in Section 3.2(d); (e) interest on any funds advanced to the
Practice by Business Manager to the extent that Business Manager is a net lender
in  accordance  with  the  terms  of  this  Agreement; (f) malpractice insurance
expenses  for  the  Professionals  other  than Shareholder Optometrists; (g) any
income  taxes  or franchise tax of the Practice; and (h) consulting, accounting,
or  legal  fees  which relate solely to the Shareholders.  The Practice shall be
financially  liable  for  all  Shareholder  Expenses,  and  the  Practice  shall
reimburse  the

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<PAGE>

Business  Manager  for any Shareholder Expense incurred by the Business Manager.
Unless  an  expense  is  expressly  designated as a Business Manager Expense, an
Office Expense or a Practice Expense in this Business Management Agreement or in
any  exhibit hereto, all expenses incurred by the Practice shall be considered a
Shareholder Expense. Notwithstanding the above, the Practice may require certain
Professionals to pay certain expenses incurred for them specifically. Nothing in
this  Section  shall  create  personal  liability  on the part of the Practice's
Shareholders.  Notwithstanding  anything contained herein, Shareholders expenses
shall not include salaries and other benefits to Shareholders pursuant to Vision
21  employment  agreements.

     1.31.     State.  The  term "State" shall have the meaning set forth in the
               -----
Recitals.

     1.32.     Term.  The  term  "Term"  shall  mean the initial and any renewal
               ----
periods  of  duration  of  this  Business  Management  Agreement as described in
Section  6.1.

2.     APPOINTMENT  OF  BUSINESS  MANAGER AND ESTABLISHMENT OF PRACTICE ADVISORY
COUNCIL,  LOCAL  ADVISORY  COUNCIL  AND  NATIONAL  APPEALS  COUNCIL.
                                         --------------------------

     2.1.     Appointment.  The Practice hereby appoints Business Manager as its
              -----------
sole  and  exclusive agent for the management and administration of the business
functions  and  business  affairs  of  the  Practice and Business Manager hereby
accepts  such  appointment,  subject  at  all  times  to  the provisions of this
Business  Management  Agreement.

     2.2.     Authority.  Consistent  with  the  provisions  of  this  Business
              ---------
Management  Agreement,  Business  Manager  shall  have  the  responsibility  and
commensurate  authority  to  provide  Management Services for the Practice.  The
Practice  shall give Business Manager ten (10) business days prior notice of the
Practice's  intent  to  execute  any material agreement creating a binding legal
obligation  on  the  Practice.  The  Parties  acknowledge  and  agree  that  the
Practice,  through  its  Professionals,  shall be responsible for and shall have
complete  authority, responsibility, supervision, and control over the provision
of  all  Professional  Eye  Care  Services  and  other  professional health care
services performed for patients, and that all diagnoses, treatments, procedures,
and  other  professional  health  care  services shall be provided and performed
exclusively  by or under the supervision of Professionals as such Professionals,
in  their  sole  discretion,  deem appropriate.  Business Manager shall have and
exercise  absolutely  no  control,  influence, authority or supervision over the
provision  of  Professional  Eye  Care  Services.

     2.3.     Patient  Referrals.  Business  Manager and the Practice agree that
              ------------------
the  benefits to the Practice hereunder do not require, are not payment for, and
are  not  in  any  way  contingent  upon  the  referral, admission, or any other
arrangement for the provision of any item or service offered by Business Manager
to  patients of the Practice in any facility, laboratory, center, or health care
operation  controlled,  managed,  or  operated  by  Business  Manager.

     2.4.     Internal  Decisions  of  the  Practice.  Matters  involving  the
              --------------------------------------
Practice's  allocation  of  professional  income  among its Shareholders and the
Professional  employees  of  the

                                        9
<PAGE>

Practice,  tax planning, and investment planning shall remain the responsibility
of  the  Practice  and  the  Shareholders  of  the  Practice.

     2.5.     Practice  of  Optometry.  The  Parties  acknowledge  that Business
              -----------------------
Manager  is  not  authorized  or qualified to engage in any activity that may be
construed  or deemed to constitute the practice of optometry.  To the extent any
act  or  service  herein required by either party under this Agreement should be
construed  by  a  court  of  competent  jurisdiction  or  by  the State Board of
Optometry  to  constitute  the practice of optometry, the requirement to perform
that  act  or  service  shall  be  deemed  waived  and  unenforceable.

     2.6.     Formation  and  Operation  of  the Practice Advisory Council.  The
              ------------------------------------------------------------
Parties  hereby establish a Practice Advisory Council which shall be responsible
for  advising  Business  Manager and the Practice with respect to developing and
implementing management and administrative policies for the overall operation of
the  Practice's  facilities  and  for  providing  dispute  resolution on certain
matters.  The  Practice  Advisory  Council  shall  consist  of four (4) members.
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.  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.  The  decisions,  resolutions,  actions,  or
recommendations  of  the  Practice  Advisory  Council  shall  be  implemented by
Business  Manager  or  the  Practice,  as  appropriate.

     2.7.     Duties and Responsibilities of the Practice Advisory Council.  The
              ------------------------------------------------------------
Practice  Advisory  Council  shall  review,  evaluate, make recommendations, and
where  specifically  authorized herein and permitted by law, make decisions with
respect  to  the  following  matters:

     (a)     Facility  Improvements and Expansion.  Any renovation and expansion
             ------------------------------------
plans  and  capital  equipment  expenditures  with  respect  to  the  Practice's
facilities (including with respect to any optical business) shall be reviewed by
the  Practice  Advisory  Council  which  shall  make recommendations to Business
Manager with respect to proposed changes therein.  Such renovation and expansion
plans  and  capital  equipment  expenditures  shall  be  based  upon  economic
feasibility, optometry support, productivity and then current market conditions.

     (b)     Marketing  and  Public  Relations.  The  Practice  Advisory Council
             ---------------------------------
shall  review  and  make  recommendations  to  the  Practice with respect to all
marketing  and  public  relations services and programs promoting the Practice's
Professional  Eye  Care  Services.

     (c)     Patient  Fees;  Collection  Policies.  As  a  part  of  the  annual
             ------------------------------------
operating  budget,  the  Practice  Advisory  Council  shall  review  and  make
recommendations  to  the  Practice

                                       10
<PAGE>

concerning  the  fee  schedule  and collection policies for all Professional Eye
Care  Services  and  ancillary  services  rendered  by  the  Practice.

     (d)     Ancillary  Services. The Practice Advisory Council must approve any
             -------------------
new non-professional ancillary services to be rendered by the Practice including
optical  business,  and  concerning the pricing, continuation of, access to, and
quality  of  such  services.

     (e)     Provider  and  Payor  Relationships.  The Practice Advisory Council
             -----------------------------------
shall  review  and  make  recommendations  to  Business Manager and the Practice
regarding the establishment or maintenance of relationships between the Practice
and institutional health care providers and third-party payors, and shall review
and  approve  all  agreements  with  institutional  health  care  providers  and
third-party payors which contain terms which are materially different from those
terms  set  forth  in guidelines established by the Local Advisory Council.  The
Practice  Advisory  Council  shall also make recommendations to Business Manager
and  the  Practice  concerning discounted fee schedules, including capitated fee
arrangements  of  which  the  Practice  shall  be  a party, and shall review and
approve  all  such  capitated  fee  arrangements.

     (f)     Strategic  Planning.  The  Practice  Advisory  Council  may  make
             -------------------
recommendations  to  Business  Manager  concerning  development  of  long-term
strategic  planning  objectives  for  the  Practice.

     (g)     Capital  Expenditures.  The  Practice  Advisory  Council shall make
             ---------------------
recommendations  to Business Manager and the Practice concerning the priority of
major  capital  expenditures and shall review and approve any commitment to make
any  capital  expenditures  for  non-optometric equipment relating to the Office
involving  amounts  in  excess  of  $15,000  individually,  or  $50,000  in  the
aggregate,  in  any  one  fiscal  year,  which  amounts  may  be  increased from
time-to-time  by  the  Local  Advisory  Council.

     (h)     Hiring  of  Professionals.  The  Practice  Advisory  Council  shall
             -------------------------
recommend  to the Practice the number and type of Professionals required for the
efficient  operation  of  the  Practice's  facilities.

     (i)     Fee  Dispute  Resolution. At the request of Business Manager or the
             ------------------------
Practice,  the  Practice Advisory Council shall make recommendations to Business
Manager  with  respect  to  any  dispute  concerning  a  set-off or reduction in
Management  Fees.

     (j)     Grievance  Referrals.  The Practice Advisory Council shall consider
             --------------------
and  make  recommendations  to  Business  Manager  and  the  Practice  regarding
grievances  pertaining  to  matters  not specifically addressed in this Business
Management  Agreement  as  referred  to it by Business Manager or the Practice's
Board  of  Directors.

     (k)     Termination  of Business Manager's Personnel. The Practice Advisory
             --------------------------------------------
Council  shall  review  and  approve  any  decision  by  the Business Manager to
terminate  any

                                       11
<PAGE>

of  Business  Manager's  personnel  primarily  located  at the Office who occupy
office  manager  or  higher  level  positions.

     (l)     Approval  of  New  Office.  The  Practice  Advisory  Council  shall
             -------------------------
approve  any  move  of  the  current  Office  location  or  the  expansion to an
additional  Office  location.  Additionally, the Practice Advisory Council shall
approve: (i) the establishment of any optical business of the Practice, (ii) the
move  or  expansion of any such business, and (iii) the cessation of any line of
business  engaged  in  by  the  Practice.

     (m)     Approval  of  Budget.  The Practice Advisory Council shall have the
             --------------------
power  to adopt, approve and amend the Budget and to approve various expenses as
set  forth  herein,  which  shall  be  subject  to change upon submission of any
dispute  thereon  to  Ernst  &  Young  LLP (or its successor or replacement) and
appeal  to  the  National  Appeals  Council  as  provided  in  Section  3.11(a).

     Except  in  those  specific instances set forth above in which the Practice
Advisory  Council  has been granted the authority to make decisions binding upon
the  Business  Manager  and  the  Practice,  it  is acknowledged and agreed that
recommendations of the Practice Advisory Council are intended for the advice and
guidance  of  Business  Manager  and the Practice and that the Practice Advisory
Council does not have the power to bind Business Manager or the Practice.  Where
discretion  with  respect  to  any  matter  is vested in Business Manager or the
Practice under the terms of this Agreement, Business Manager or the Practice, as
the  case  may  be,  shall have ultimate responsibility for the exercise of such
discretion,  notwithstanding  any  recommendations  of  the  Practice  Advisory
Council.  Business  Manager  and  the  Practice  shall,  however,  take  such
recommendations  of  the Practice Advisory Council into account in good faith in
the  exercise  of  such  discretion.

     2.8.     Professional  Health Care Decisions.  Despite the above listing of
              -----------------------------------
activities and areas of interest, all decisions required by applicable law to be
made  solely by health care professionals will be made solely by the appropriate
Professionals, but non-Professional members of the Practice Advisory Council may
participate  in the discussion process.  The Professional representatives of the
Practice  on  the  Practice  Advisory  Council shall have exclusive authority to
review  and  resolve  issues  related  to:

     (a)     types  and  levels of Professional Eye Care Services to be provided
(provided,  however, that the Practice Advisory Council shall have the authority
set  forth  in  Section  2.7(d)  with  respect  to  new  optical  business);

     (b)     recruitment  of  Professionals  to  the  Practice,  including  the
specific  qualifications  and  specialties  of  recruited  Professionals;

     (c)     any  optometric  related  functions;

     (d)     fee  schedules;  and

                                       12
<PAGE>

     (e)     any other decisions required by applicable law to be made solely by
Professionals  and  not  by  non-Professionals.

     2.9.     Meetings  of the Practice Advisory Council.  The Practice Advisory
              ------------------------------------------
Council  shall  meet  on  a  regular basis as mutually agreed by the Parties.  A
special  meeting  of  the  Practice  Advisory  Council  may  be called by either
Business Manager or the Practice upon two (2) weeks' prior notice, except in the
event  of  an emergency, in which case a special meeting may be called by either
Business  Manager  or  the  Practice upon three (3) business days' prior notice.
Meetings  may  be  held  telephonically  or  by any other means agreeable to the
Parties.

     2.10.     Formation  and  Operation  of  Local  Advisory Council.  Business
               ------------------------------------------------------
Manager  has  established  a Local Advisory Council (or, if Business Manager has
not  yet  established  a  Local Advisory Council, Business Manager shall, within
three  (3)  months  of  the effective date of this Business Management Agreement
establish  a  Local  Advisory  Council)  composed  of delegates from health care
practices  for  which  Business  Manager  is  then providing management services
similar  to  those  services contemplated in this Business Management Agreement.
All  of  such  health  care  practices shall be located within the State, unless
expanded  from  time-to-time  by  the Local Advisory Council.  For six (6) years
from  the date hereof, the Practice shall be entitled to appoint one delegate to
the Local Advisory Council, of which the initial delegate shall serve an initial
two  (2)  year term.  Thereafter, for the two (2) subsequent two (2) year terms,
the  Practice may appoint the same or a different delegate to the Local Advisory
Council.  After  the  six  (6) year period, the Practice shall have the right to
vote,  along with other Practices managed in the market by the Business Manager,
for  the delegates to the Local Advisory Council in accordance with the by-laws,
as  modified  from  time-to-time  as described below.  Business Manager shall be
entitled  to  appoint  two  delegates  to  the Local Advisory Council who may be
replaced  from  time-to-time  at  the  Business  Manager's  discretion,  and who
together  shall  have  a  voting power equal to the combined voting power of all
delegates  appointed  by the health care practices.  If any market contains only
one  health care practice, such practice shall appoint one (1) individual to the
Local  Advisory  Council  who  shall  have  two  (2)  votes.  Any  matter  to be
determined  by the Local Advisory Council must receive the affirmative vote of a
majority  of  the  votes  cast  of the delegates appointed to the Local Advisory
Council.  The  Local  Advisory  Council  shall  make recommendations to Business
Manager and such health care practices as to regional policy and strategy issues
within  the  market  area  and  as  to  the  following:

     (a)     the  establishment  of private pay fee schedules where permitted by
law;

     (b)     the  establishment  of guidelines for agreements with institutional
health  care  providers  and  third-party  payors;  and

     (c)     any  agreement  with  an  institutional  health  care  provider  or
third-party  payor  which  materially differs from guidelines established by the
Local  Advisory  Council.

                                       13
<PAGE>

     The  Local  Advisory  Council  may,  from  time-to-time,  select commercial
carriers for professional, casualty and comprehensive general liability coverage
for health care practices in the market area and such selection shall be binding
upon  such  health  care  practices.

     The  Local  Advisory  Council  shall  consider and determine any issue upon
which  the Practice Advisory Council is deadlocked (except for the determination
of  the Budget).  In determining such disputes, the Local Advisory Council shall
make  findings  of  fact  relating  to  evidence presented by the Parties to the
dispute.  Decisions  by  the Local Advisory Council may be appealed by any party
adversely  affected to the National Appeals Council, which shall have the option
of  hearing  the  appeal.  The  Local  Advisory Council's rules of operation and
procedure  shall be governed by by-laws to be adopted by the delegates, and such
by-laws  may  be  amended  or restated from time-to-time.  Such by-laws shall be
reasonable  and  in  accord  with  the  terms and spirit of this Agreement.  The
Practice  and Business Manager covenant and agree to abide by the Local Advisory
Council's  by-laws,  as  such  by-laws  may  be  amended  from  time-to-time.

     2.11.     Formation  and  Operation  of  the  National  Appeals  Council.
               --------------------------------------------------------------
Business  Manager has established a National Appeals Council composed of one (1)
delegate  appointed  by  each  of  the  initial  Local  Advisory  Councils to be
established by Business Manager, and two (2) delegates appointed by the Business
Manager.  The  initial  delegates  of the Local Advisory Councils shall serve an
initial  two  (2)  year  term,  and  thereafter,  if  the local advisory council
qualifies  under  the  then current by-laws of the National Appeals Council with
respect  to  the  eligibility of Local Advisory Councils to appoint delegates to
the National Appeals Council, the local advisory council may appoint the same or
a  different  delegate  to  the  National  Appeals  Council.  Business Manager's
delegates  to  the  National  Appeals Council shall together have a voting power
equal  to  the  combined  voting  power  of all delegates appointed by the Local
Advisory  Councils.  Any matter to be determined by the National Appeals Council
must  receive  the  affirmative  vote  of  a  majority  of the votes cast of the
delegates  appointed  to  the  National  Appeals  Council.  The National Appeals
Council  shall  serve  as  a  forum of appeal of any determinations of the Local
Advisory Councils over which it chooses to have jurisdiction.  In resolving such
appeals  it  determines  to  hear,  the  National  Appeals  Council shall review
findings  of  fact  made by the applicable local advisory council and shall only
reverse a decision of the local advisory council if the local advisory council's
decision was based upon manifest error.  The National Appeals Council shall also
determine  disputes  which it chooses to have jurisdiction over and which cannot
be  decided  because  of  a  deadlock  among the delegates of any Local Advisory
Council.  In the event of a deadlock among the delegates of the National Appeals
Council,  the  dispute  may  be  submitted  by  either  party  to the dispute to
arbitration  in  accordance  with  Section  8.7 of this Agreement.  In all other
instances,  the determination of a dispute by the National Appeals Council shall
be final.  The National Appeals Council's rules of operation and procedure shall
be  governed  by  by-laws  to  be  adopted  by  the Local Advisory Councils' and
Business  Manager's  delegates, and such by-laws may be amended or restated from
time-to-time.  Such by-laws shall be reasonable and reflect the terms and spirit
of  this  Agreement.  The  National Appeals Council's decisions shall be binding
upon the parties.  The Practice and Business Manager covenant and agree to abide
by  the  National  Appeal Council's by-laws, as such by-laws may be amended from
time-to-time.

                                       14
<PAGE>

     3.     OBLIGATIONS  AND  RESPONSIBILITIES  OF  BUSINESS  MANAGER.
            ---------------------------------------------------------

     3.1.     Management  Services.  Business  Manager  shall  provide  all
              --------------------
Management  Services  as  are  necessary  and  appropriate  for  the  day-to-day
administration of the business aspects of the Practice's operations, pursuant to
the terms of this Business Management Agreement.  Business Manager shall operate
in  a  reasonable  and customary manner with due consideration to the Practice's
past  business  practices  and  shall  operate in accordance with all applicable
laws,  rules  and  regulations  which are necessary and material to the Business
Manager's performance of the Management Services.  Business Manager will provide
in  good  faith  and  with due diligence its services consistent with management
services  generally  provided in operations of an optometric practice similar in
size,  type and operations in the State to the Practice.  All costs and expenses
related to Business Manager's duties contained in this Section 3 shall be Office
Expenses  unless  limited or excluded as an Office Expense pursuant to the terms
of  this  Agreement.

     3.2.     Office  and  Equipment.
              ----------------------

     (a)     Business  Manager  shall  lease,  sublease,  acquire  or  otherwise
procure  one  or  more  Offices  that are deemed by the Parties to be reasonably
necessary  and  appropriate,  and  the  expenses  associated  with  such  lease,
sublease,  acquisition,  or  procurement  shall  be Office Expenses.  Any Office
procured  by  Business  Manager for the use by the Practice shall be procured at
commercially  reasonable  rates.  Any  relocation  from  the  Practice's present
Office  location or expansion of the Practice's Office into an additional Office
shall  be  done only after Business Manager has received Practice Consent, which
shall  not  be  unreasonably  withheld  or  delayed.

     (b)     In  the event the Practice is the lessee of an Office under a lease
with  an  unrelated  and  nonaffiliated lessor, Business Manager may require the
Practice  to  assign such lease to Business Manager upon receipt of consent from
the  lessor.  The Practice shall use its best efforts to assist in obtaining the
lessor's  consent  to  the  assignment.  Any expenses incurred in the assignment
shall be Office Expenses, except for real estate leases described on Exhibit 3.2
                                                                     -----------
existing  at  the  time  of  execution  of this Agreement, such expenses related
thereto  shall  be  paid  by  the  Business  Manager.

     (c)     Business  Manager  shall  provide  all  non-health  care equipment,
fixtures,  office  supplies,  furniture  and  furnishings  as are reasonable and
approved  in  the  Budget  for  the operation of the Office and the provision of
Professional  Eye  Care  Services.  If  the Practice wishes to choose additional
equipment,  which  the  Business Manager determines not to acquire or lease, the
Practice  may  acquire  or lease such equipment, and the expense related thereto
shall  be  deemed  a  Shareholder  Expense.

     (d)     Business Manager shall provide, finance, or cause to be provided or
financed  health  care related equipment as reasonably required by the Practice.
The Practice shall have final authority in all health care equipment selections;
provided, however, that if the Practice chooses to acquire health care equipment
which  is not in the Budget and which Business Manager

                                       15
<PAGE>

reasonably  chooses not to acquire, expenses related thereto shall be treated as
a  Shareholder  Expense  and  such  equipment  shall  be  owned by the Practice;
provided  further  that  following such acquisition or lease by the Practice, if
the  Practice  Advisory  Council determines that after a period of six months of
use  such  equipment  is  reasonably  certain  to  result  in material profit to
Business  Manager  (taking  into  account  the  cost  or expense and anticipated
revenues  associated  with  such equipment), then Business Manager shall acquire
such  equipment  from  the  Practice  by  either (at Business Manager's option),
paying  cash  or by assuming the liability associated with such equipment, or if
such  equipment is then being leased by the Practice, by assuming such lease. In
the  event  of  such  an acquisition by Business Manager, it shall reimburse the
Practice  for  previous  expenses  applied  thereto.  Except for equipment which
Business  Manager elects not to acquire or lease which are acquired or leased by
the  Practice  pursuant to Section 3.2(c) or (d), all health care and non-health
care  equipment, other than Professional-owned automobiles, acquired for the use
of  the  Practice  shall  be  owned by Business Manager and the depreciation and
related  capital  charge  shall  be an Office Expense. Business Manager may make
recommendations  to  the  Practice  on  the relationship between its health care
equipment  decisions  and the overall administrative and financial operations of
the  practice.

     (e)     Business  Manager  shall  be  responsible  for  the  repair  and
maintenance  of  the  Office,  consistent  with  either the Practice or Business
Manager's  responsibilities  under  the  terms  of  any  lease  or  other  use
arrangement,  and  for  the  prompt  repair, maintenance, and replacement of all
equipment  other  than such repairs, maintenance and replacement necessitated by
the gross negligence or willful misconduct of the Practice, its Professionals or
other  personnel  employed  by  the Practice, the repair or replacement of which
shall be a Shareholder Expense and not an Office Expense.  Replacement equipment
shall  be  acquired  where  Business  Manager in good faith determines that such
replacement  is  necessary  or  where  the  Budget  has made allowances for such
replacement.

     (f)     Any  portion  of  the  foregoing  lease  payments in excess of fair
market value relating to related party leases of equipment or an Office shall be
treated  as  a  Shareholder  Expense.

     3.3.     Health  Care  Supplies.  Business  Manager  shall  order, procure,
              ----------------------
purchase  and  provide on behalf of and as agent for the Practice all reasonable
health  care  supplies  unless otherwise prohibited by federal and/or state law.
Furthermore,  Business  Manager  shall  ensure  that  the Office is at all times
adequately  stocked  with  the  health  care  supplies  that  are  necessary and
appropriate  for the operation of the Practice and required for the provision of
Professional  Eye  Care  Services.  The  ultimate  oversight,  supervision  and
ownership  for  all  health  care  supplies  is  and  shall  remain  the  sole
responsibility  of  the  Practice  and  all  costs and expenses relating to such
supplies  shall  be  a  Practice  Expense.  As  used in this provision, the term
"health  care  supplies"  shall  mean  all drugs, pharmaceuticals, or controlled
substances,  of  which  requires the authorization or order of a licensed health
care  provider  or  requires  a  permit,  registration,  certification  or other
governmental  authorization held by a licensed health care provider as specified
under  any  federal  and/or  state  law.

                                       16
<PAGE>

     3.4.     Support  Services.  Business  Manager shall provide or arrange for
              -----------------
all  printing, stationery, forms, postage, duplication or photocopying services,
and  other  support services as are reasonably necessary and appropriate for the
operation  of  the  Office  and  the provision of Professional Eye Care Services
therein.

     3.5.     Quality  Assurance,  Risk  Management,  and  Utilization  Review.
              ----------------------------------------------------------------
Business  Manager  shall assist the Practice in the Practice's establishment and
implementation  of  procedures  to  ensure  the  consistency,  quality,
appropriateness, and necessity of Professional Eye Care Services provided by the
Practice,  and  shall  provide administrative support for the Practice's overall
quality  assurance,  risk management, and utilization review programs.  Business
Manager  shall perform these tasks in a manner to ensure the confidentiality and
non-discoverability  of  these  program  actions to the fullest extent allowable
under  state  and  federal  law.

     3.6.     Licenses and Permits.  Business Manager shall, on behalf of and in
              --------------------
the name of the Practice, coordinate all development and planning processes, and
apply  for  and use reasonable efforts to obtain and maintain all federal, state
and local licenses and regulatory permits required for or in connection with the
operation of the Practice and the equipment (existing and future) located at the
Office,  other  than  those  relating  to  the  practice  of  optometry  or  the
administration  of  drugs  by  Professionals  retained by or associated with the
Practice.  The  expenses  and  costs  associated  with obtaining and maintaining
permits with respect to the Office and licenses for professional practice by the
non-shareholder  Professionals  shall  be  deemed  an  Office  Expense.

     3.7.     Personnel.  Except as specifically provided in Section 4.2 of this
              ---------
Business Management Agreement, Business Manager shall employ or otherwise retain
and  shall  be  responsible  for  selecting,  hiring, training, supervising, and
terminating, all management, administrative, clerical, secretarial, bookkeeping,
accounting,  payroll,  billing  and  collection  and  other personnel (including
Clinical  Personnel  but  excluding  Professionals)  as  Business  Manager deems
reasonably  necessary  and appropriate for Business Manager's performance of its
duties  and  obligations  under  this  Business  Management  Agreement.
Notwithstanding  the  foregoing sentence, if any Clinical Personnel are retained
to  assist  the  Practice's  Professionals  in  performing  medical services for
patients, such Clinical Personnel shall be employed by the Business Manager, but
shall  perform  such  services  under  the  supervision of the Practice, and the
Practice  shall  have  the same responsibility to supervise and exercise control
over the actions taken by such Clinical Personnel in performing Professional Eye
Care Services for patients as the Practice would have if such Clinical Personnel
were  common  law  employees directly employed by the Practice.  Consistent with
reasonably  prudent  personnel  management policies, Business Manager shall seek
and  consider  the  advice,  input,  and  requests  of the Practice in regard to
personnel  matters.  Business  Manager  shall  have  sole  responsibility  for
determining  the salaries and providing fringe benefits, and for withholding, as
required  by  law,  any  sums  for  income  tax,  unemployment insurance, social
security,  or  any  other withholding required by applicable law or governmental
requirement.  Business  Manager does not currently intend to change the existing
composition  or  employment  terms  of any of Business Manager's personnel which
have  employment  arrangements  with  the Practice on the effective date of this
Agreement  (unless  there  are  unsettled  issues regarding such arrangements as
described  in  Exhibit  3.7).  Business  Manager reserves the right, however, to
               -------------
change  the  number,

                                       17
<PAGE>

composition  or  employment  terms  of  such personnel in the future at Business
Manager's discretion; provided, however, that the termination of any of Business
Manager's  personnel  who  are  Clinical  Personnel  or occupy office manager or
higher level positions, and are primarily located at the Office must receive the
approval  of  the  Practice  Advisory Council. Business Manager and the Practice
recognize  and  acknowledge  that  Business  Manager  and  personnel retained by
Business  Manager  may from time-to-time perform services for persons other than
the  Practice.  This  Business  Management  Agreement  shall not be construed to
prevent or prohibit Business Manager from performing such services for others or
restrict  Business  Manager  from  using  its  personnel  to provide services to
others.  Business  Manager hereby disclaims any liability relating to the effect
of  its  employees on the qualification of the Practice's retirement plans under
the  Internal Revenue Code, and all liabilities for such classification shall be
solely  the  responsibility  of  the  Practice.

     3.8.     Contract Negotiations.  Business Manager shall evaluate, assist in
              ---------------------
negotiations  and  administer  on  behalf  of the Practice contracts that do not
relate  to  the provision of Professional Eye Care Services as set forth in this
Agreement  and/or  as  approved  in the Budget.  To the extent permitted by law,
Business  Manager shall evaluate, assist in negotiations, administer and execute
on the Practice's behalf, all contractual arrangements with third parties as are
reasonably  necessary  and  appropriate  for  the  Practice's  provision  of
Professional  Eye Care Services, including, without limitation, negotiated price
agreements  with  third-party  payors,  alternative  delivery  systems, or other
purchasers  of group health care services.  However, the Practice shall have the
final  authority  with  regard  to  the  entry  into  all  of  such  contractual
arrangements  relating  to  the  provision  of  Professional  Eye Care Services.

     3.9.     Billing  and  Collection.  As  an  agent  on behalf of and for the
              ------------------------
account  of  the  Practice, Business Manager shall establish and maintain credit
and  billing  and  collection  services,  policies and procedures, and shall use
reasonable  efforts  to  timely bill and collect all Professional and other fees
for  all  billable  Professional  Eye Care Services provided by the Practice, or
Professionals  employed  or  otherwise  retained by the Practice.   The Practice
Advisory Council shall make recommendations to and consult with Business Manager
and  the Practice regarding the fees for Professional Eye Care Services provided
by  the  Practice.  In connection with the billing and collection services to be
provided  hereunder,  and  throughout  the  Term  (and thereafter as provided in
Section  6.3),  the  Practice  hereby  grants  to  Business Manager an exclusive
special  power  of  attorney  and  appoints  Business  Manager as the Practice's
exclusive  true  and  lawful  agent  and attorney-in-fact (which shall be deemed
revoked  in  the  event  of termination for cause by the Practice), and Business
Manager  hereby  accepts such special power of attorney and appointment, for the
following  purposes:

     (a)     To  bill  the Practice's patients, in the Practice's name using the
Practice's  tax  identification  number  and  on  the Practice's behalf, for all
billable  Professional  Eye  Care Services provided by the Practice to patients.

     (b)     To  bill,  in  the  Practice's  name  using  the  Practice's  tax
identification number and on the Practice's behalf, all claims for reimbursement
or  indemnification  from  health  maintenance  organizations,  self-insured
employers,  insurance  companies,  Medicare, Medicaid, and

                                       18
<PAGE>

all  other  third-party payors or fiscal intermediaries for all covered billable
Professional  Eye  Care  Services  provided  by  the  Practice  to  patients.

     (c)     To  collect  and  receive,  in  the  Practice's  name  and  on  the
Practice's behalf, all accounts receivable generated by such billings and claims
for  reimbursement,  to  administer such accounts including, but not limited to,
extending  the time of payment of any such accounts; suing, assigning or selling
at  a discount such accounts to collection agencies; or taking other measures to
require  the  payment of any such accounts; provided, however, that the Practice
shall review and approve (which approval shall not be unreasonably withheld) any
decision  by  Business  Manager  to undertake extraordinary collection measures,
such  as  filing  lawsuits,  discharging  or releasing obligors, or assigning or
selling  accounts  at a discount to collection agencies.  Business Manager shall
act  in  a professional manner and in compliance with all federal and State fair
debt  collection  practices  laws  in rendering billing and collection services.

     (d)     To  deposit all amounts collected into the Account which shall be a
cash collateral account held in the name of Business Manager and shall be opened
at  a financial institution chosen by Business Manager.  All amounts received or
collected  are  hereby  pledged  to  the  Business  Manager and shall be held or
deposited in the Account to secure the performance of the Practice's obligations
under  this  Agreement.  The  Account shall be held under Business Manager's tax
identification  number.  The  Practice  covenants to transfer and deliver to the
Account  all  funds received by the Practice from patients or third-party payors
for  Professional  Eye  Care  Services.  Upon receipt by Business Manager of any
funds  from  patients or third-party payors or from the Practice pursuant hereto
for  Professional  Eye Care Services, Business Manager shall immediately deposit
the  same  into the Account.  So long as the Practice is in full compliance with
the  terms  of  this  Business  Management Agreement, the Business Manager shall
administer, be responsible for, and be obligated to pay for all Office Expenses.
Business  Manager  shall  disburse  such  deposited funds to creditors and other
persons  on  behalf  of  the  Practice,  maintaining records of such receipt and
disbursement  of funds.  Business Manager may borrow amounts from the Account in
excess  of  amounts  due  Business Manager pursuant to this Agreement and to the
full  extent of funds in the Account.  Such borrowed amounts shall bear interest
to  the  Account  in  the  amount of six percent (6%) per annum, and any of such
borrowed  amounts outstanding shall be repaid by Business Manager to the Account
when needed to cover all expenses and obligations under this Agreement and shall
be  repaid  within  thirty  (30)  days  of  the  termination  of this Agreement.

     (e)     To  take  possession  of,  endorse in the name of the Practice, and
deposit  into  the  Account any notes, checks, money orders, insurance payments,
and  any  other  instruments  received  in  payment  of  accounts receivable for
Professional  Eye  Care  Services.

     (f)     To  sign  checks on behalf of the Practice, and to make withdrawals
from  the  Account for payments specified in this Business Management Agreement.
Upon  request of Business Manager, the Practice shall execute and deliver to the
financial  institution  wherein  the  Account  is  maintained,  such  additional
documents  or  instruments as may be necessary to evidence or effect the special
power  of  attorney granted to Business Manager by the Practice pursuant to this
Section 3.9.  The special power of attorney granted herein shall be coupled with
an  interest  and  shall

                                       19
<PAGE>

be  irrevocable  except with Business Manager's written consent. The irrevocable
power  of attorney shall expire when this Business Management Agreement has been
terminated, all accounts receivable payable to Business Manager pursuant to this
Business Management Agreement have been collected and all Management Fees due to
Business  Manager  have  been  paid.  If  Business Manager assigns this Business
Management  Agreement in accordance with its terms, the Practice shall execute a
power  of  attorney  in  favor  of the assignee in a form acceptable to Business
Manager.

     (g)     Notwithstanding  the  foregoing, to the extent that the above power
of  attorney  is  inconsistent with Medicare or state Medicaid rules prohibiting
payment  to  a  party  other  than  the  Practice under a power of attorney, the
following  shall  apply:

     (i)     the  Practice  shall  create a separate bank account over which the
Practice  shall have sole signatory authority (the "Practice Medicare Account");

     (ii)     the Business Manager shall deposit all Medicare and state Medicaid
program  payments  that  are  subject  to  these  rules in the Practice Medicare
Account  upon  receipt;  and

     (iii)     the  Practice  shall  instruct  the  applicable bank to sweep all
funds  from  the  Practice  Medicare  Account into the Account on a daily basis.

     Any revocation of the instruction to the bank concerning transferring funds
from  the  Practice Medicare Account to the Account shall constitute a breach of
this  Agreement  by  the  Practice.

     (h)     The  Practice  shall  have  the  right  to  terminate  any power of
attorney set forth herein should there be a material breach of this Agreement by
Business  Manager,  which is not cured within the time periods set forth herein.

     3.10.     Maintenance  of  Account.  During  the  term  of  this  Business
               ------------------------
Management  Agreement,  all Adjusted Gross Revenues collected resulting from the
rendering  of  Professional Eye Care Services by the Practice shall be deposited
directly  into the Account in which Business Manager shall have the sole signing
capacity.

     (a)     Payments  from  the Account.  Each month Business Manager shall pay
             ---------------------------
(to  the  extent that funds are available) from funds that are in the Account or
in the Practice's accounts described in Section 3.10(b) hereof, all sums due and
payable  as  Practice  Expenses.  Additionally, on or before the 15th day of the
following  month,  (i)  Business  Manager  shall  pay from funds that are in the
Account  to the Practice Adjusted Gross Revenue less the accrued Management Fee,
accrued  Practice  Expense  and (at the discretion of Business Manager) all or a
portion  of  the sums advanced by the Business Manager to the Practice, and (ii)
the  accrued  Management  Fee for the previous month shall be paid. The Practice
Adjusted Gross Revenue less accrued Office Expense, accrued Practice Expense and
accrued  Management  Fee  shall  be  referred  to in this

                                       20
<PAGE>

Section  3.10(a)  as  the "Practice Distribution." The payment of the Management
Fee  and  Practice  Distribution  shall  be  of  equal  priority.

     (b)     Payments  to  the  Practice's  Account.  To  the  extent  funds are
             --------------------------------------
available,  the  Business  Manager  shall  be responsible for remitting from the
Account  to  an account to be owned by and held in the Practice's name, separate
from  the  Account,  the amounts which the Practice is entitled to receive under
Section  3.10(a)  and amounts used for the payment of Practice Expenses.  Within
sixty  (60)  days  of  the end of each of the first three (3) fiscal quarters in
each  fiscal  year  and  within one hundred twenty (120) days of the end of each
fiscal  year,  a  settlement  process  shall  be  undertaken  pursuant  to which
adjustments,  if  necessary, shall be made in the total payments to the Practice
based upon the financial statements prepared in accordance with Section 3.11(b).
Any  additional payment due to the Practice will be made within thirty (30) days
of  the  completion of the settlement process.  Any reduction in payments to the
Practice  as  the  result  of  such settlement process shall be made by reducing
future  payments to the Practice, commencing with the month following completion
of  the  settlement  process,  until  such  adjustments  are  made  in  full.

     Business  Manager  and  the  Practice  shall  each have signing capacity to
withdraw  funds  from  the  Practice's  account;  provided however that Business
Manager  shall  only  be  entitled to withdraw funds relating to such account in
connection  with  the  payment  of Practice Expenses and Shareholders' salaries,
benefits  and  payroll  taxes.  Subject  to  the  foregoing, the Practice hereby
grants  to  Business  Manager  a special power of attorney and appoints Business
Manager  as  the  Practice's  true  and  lawful  agent and attorney-in-fact, and
Business  Manager hereby accepts such special power of attorney and appointment,
to  sign  checks on behalf of the Practice for payments of the Practice Expenses
and  Shareholders'  salaries, benefits and payroll taxes in accordance with this
Business  Management  Agreement.  Upon request of Business Manager, the Practice
shall  execute  and  deliver to the financial institution wherein the Practice's
account  is  maintained,  such  additional  documents  or  instruments as may be
necessary  to  evidence  or  effect  the  special  power  of attorney granted to
Business  Manager by the Practice pursuant to this Section 3.10(b).  The special
power  of attorney granted herein shall be coupled with an interest and shall be
irrevocable  except  with  Business  Manager's written consent.  The irrevocable
power  of attorney shall expire when this Business Management Agreement has been
terminated.  If  Business  Manager assigns this Business Management Agreement in
accordance  with  its  terms,  the Practice shall execute a power of attorney in
favor  of  the  assignee  in  a  form  acceptable to Business Manager.  Business
Manager  shall  not  make  any  withdrawal  from  the  Practice's account unless
expressly  authorized  in  this  Agreement.

     A  Practice  payroll account shall be established on behalf of the practice
for  payroll  to  non-shareholder Professionals of the Practice.  Funds for this
account  shall  be  received  as  Practice  Expenses.  Business  Manager and the
Practice  shall  each  have  signing capacity to access the account for payroll.

     c.     Insufficient  Funds  in Account.  During the Term of this Agreement,
            -------------------------------
Business  Manager  shall advance sufficient funds to cover all Practice Expenses
and  Shareholder  Expenses  only  if, and to the extent that, the amount of such
advances,  plus  accrued  interest  thereon,

                                       21
<PAGE>

does  not  exceed  the  reasonably  collectable value of the Practice's accounts
receivable  as  determined by Business Manager in its reasonable discretion plus
any  amounts  borrowed by Business Manager pursuant to Section 5.4 and minus the
accrued  Management  Fee. Business Manager may, however, elect from time to time
to  advance  additional  funds  to  the  Practice at its discretion. Any of such
advances  shall  be  deemed  loans  to the Practice to be repaid by the Practice
along  with interest at six percent (6%) per annum. Any of such advanced amounts
which  have  not been paid to Business Manager pursuant to Section 3.10(a)(i) on
the  date  of  termination of this Agreement shall become due and payable on the
date  of  such  termination.

     d.     Payment  of  Office  Expenses.  During  the  Term  of  this Business
            -----------------------------
Management  Agreement and so long as the Practice is in full compliance with the
terms of this Business Management Agreement, Business Manager shall pay all sums
due  and  payable  as  Office  Expenses  from  one  or  more  accounts owned and
controlled  exclusively  by  Business  Manager.

     3.11.     Fiscal  Matters.
               ---------------

     (a)     Annual Budget.  Annually and at least thirty (30) days prior to the
             -------------
commencement  of each fiscal year of the Practice, the Practice Advisory Council
shall  prepare  and  deliver to the Practice a proposed budget, setting forth an
estimate  of  the  Practice's revenues and expenses for the upcoming fiscal year
(including,  without  limitation,  the  Management  Fee  associated  with  the
Management Services provided by Business Manager hereunder, and the salaries and
benefits  of  all  non-shareholder Professionals employed by the Practice, other
Practice  Expenses  and  Office  Expenses).  The  Budget  may  be amended by the
Practice Advisory Council from time-to-time during any applicable fiscal year to
reflect  changing circumstances affecting the Practice.  Disputes concerning the
Budget  will,  at  the  request  of  either  Party  hereto,  be submitted to the
accounting  firm  of Ernst & Young LLP, any successor thereof, or such other big
six  accounting  firm  agreed  to  by  the  Parties,  which  shall  determine an
appropriate resolution of the dispute.  Such determination shall be binding upon
the  Practice  and  the  Business  Manager,  subject  to either Party's right to
petition  the  National Appeals Council to consider the determination of Ernst &
Young  LLP  (or  its successor or replacement), which petition may be granted at
the  discretion of the National Appeals Council.  In all situations described in
this  Agreement in which Ernst & Young LLP or its successor or replacement is to
act as an arbitrator of any matter relating to this Agreement, Ernst & Young LLP
(or  its  successor  or  replacement)  shall act as an impartial and independent
arbitrator.  The  Parties  hereby  waive  and release and agree to indemnify and
hold  harmless Ernst & Young LLP (and its successor or replacement) from and for
any  and  all  claims, demands, liabilities, losses, damages, costs and expenses
relating to its determinations made in good faith pursuant to this Agreement and
agree to execute any documents reasonably requested by Ernst & Young LLP (or its
successor or replacement) to effectuate the same.  Any final decision of Ernst &
Young  LLP  or  its  successor  or  replacement, or the National Appeals Council
concerning the Budget shall be retroactive to the first day of the Budget period
in  question.  Notwithstanding the above, should Business Manager be in material
default  hereunder, the Practice shall have the exclusive right to establish the
Budget.  Additionally, notwithstanding the above, no change in an adopted Budget
shall  be  contrary  to the terms and spirit of this Agreement nor shall it have
any  effect on the

                                       22
<PAGE>

Management Fee expressly agreed to herein, unless approved in advance in writing
by  the  Parties  hereto.

     (b)     Accounting and Financial Records.  Business Manager shall establish
             --------------------------------
and administer accounting procedures, controls, and systems for the development,
preparation, and safekeeping of administrative or financial records and books of
account  relating  to the business and financial affairs of the Practice and the
provision  of Professional Eye Care Services, all of which shall be prepared and
maintained  in accordance with GAAP.  Business Manager shall prepare and deliver
to the Practice (i) within sixty (60) days of the end of each of the first three
(3)  fiscal  quarters  in  each  fiscal year, and (ii) within one hundred twenty
(120) days of the end of each fiscal year, a balance sheet and a profit and loss
statement  reflecting  the  financial  status  of  the Practice in regard to the
provision of Professional Eye Care Services as of the end of such period, all of
which  shall  be  prepared  in  accordance  with  GAAP consistently applied.  In
addition,  Business  Manager  shall  prepare or assist in the preparation of any
other  financial  statements  or records as the Practice may reasonably request.

     (c)     Sales and Use Taxes.  Business Manager and the Practice acknowledge
             -------------------
and agree that to the extent that any of the services to be provided by Business
Manager  hereunder  may  be  subject  to any state sales and use taxes, Business
Manager  may have a legal obligation to collect such taxes from the Practice and
to  remit  the same to the appropriate tax collection authorities.  The Practice
agrees to have applicable state sales and use taxes attributable to the services
to  be  provided  by  Business  Manager  hereunder treated as an Office Expense.

     3.12.     Reports  and  Records.
               ---------------------

     (a)     Health  Care  Records.  To  the extent permitted by applicable law,
             ---------------------
Business  Manager shall establish, monitor, and maintain procedures and policies
for  the  timely  creation, preparation, filing and retrieval of all health care
records generated by the Practice in connection with the Practice's provision of
Professional  Eye  Care  Services;  and, subject to applicable law, shall ensure
that  health  care records are promptly available to Professionals and any other
appropriate  persons.  All  such  health  care  records  shall  be  retained and
maintained  by the Practice, and the Business Manager as agent for the Practice,
in  accordance  with  all  applicable  State  and  federal  laws relating to the
confidentiality  and  retention  thereof.  All  health care records shall be and
remain the property of the Practice.  The Practice shall at all times during the
term of this Agreement grant Business Manager unrestricted access to such health
care  records  and  shall  in  the  course of the Practice's business obtain the
written  consent of the Practice's patients to Business Manager's access to, and
review  and  use  of  such  records.

     (b)     Other  Reports  and Records.  Business Manager shall timely create,
             ---------------------------
prepare,  and  file  such  additional  reports  and  records  as  are reasonably
necessary  and appropriate for the Practice's provision of Professional Eye Care
Services,  and  shall  be  prepared  to  analyze  and interpret such reports and
records  upon  the  request  of  the  Practice.

                                       23
<PAGE>

     3.13.     Recruitment of the Practice's Professionals.  Upon the Practice's
               -------------------------------------------
request,  Business  Manager shall perform all administrative services reasonably
necessary and appropriate to recruit potential Professionals to become employees
of  the  Practice.  Business  Manager  shall  provide  the  Practice  with model
agreements  to  document  the  Practice's employment, retention or other service
arrangements with such individuals.  It will be and remain the sole and complete
responsibility  of  the Practice to interview, select, contract with, supervise,
control  and  terminate  all  Professionals  performing  Professional  Eye  Care
Services  or  other  professional  services.

     3.14.     Confidential  and  Proprietary  Information.
               -------------------------------------------

     (a)     Business  Manager  agrees  and  acknowledges  that  all  materials
provided  by  the  Practice  to  the  Business  Manager  constitute Confidential
Information  disclosed  in  confidence  and  with  the  understanding  that  it
constitutes  valuable  business  information  developed by the Practice at great
expenditures  of  time, effort, and money.  Business Manager further agrees that
it  shall  not, directly or indirectly, disclose any Confidential Information of
the  Practice  to  other  persons  without  the  Practice's  express  written
authorization,  such  Confidential  Information  shall  not  be  used in any way
directly  or  indirectly  detrimental to the Practice, and Business Manager will
keep  such  Confidential  Information  confidential  and  will  ensure  that its
affiliates  and advisors who have access to such Confidential Information comply
with  these  nondisclosure obligations; provided, however, that Business Manager
may  disclose  Confidential Information to those of its Representatives who need
to  know  Confidential  Information for the purposes of this Business Management
Agreement,  it  being  understood  and  agreed  to by Business Manager that such
Representatives  will be informed of the confidential nature of the Confidential
Information,  will  agree  to  be bound by this Section, and will be directed by
Business  Manager  not  to  disclose  to  any  other  person  any  Confidential
Information.  Business  Manager  agrees to be responsible for any breach of this
Section by its affiliates, advisors, or Representatives.  If Business Manager is
requested  or  required  (by  oral  questions,  interrogatories,  requests  for
information  or  documents,  subpoenas,  civil investigative demands, or similar
processes)  to disclose or produce any Confidential Information furnished in the
course  of  its  dealings  with  the  Practice  or  its affiliates, advisors, or
Representatives,  Business  Manager  will  (i)  provide the Practice with prompt
notice  thereof  and  copies,  if  possible,  and, if not, a description, of the
Confidential  Information  requested  or  required  to  be  produced so that the
Practice  may  seek an appropriate protective order or waive compliance with the
provisions  of  this  Section  and  (ii)  consult  with  the  Practice as to the
advisability  of  the  Practice's taking of legally available steps to resist or
narrow such request.  Business Manager further agrees that, if in the absence of
a  protective  order  or  the  receipt of a waiver hereunder Business Manager is
nonetheless,  in the written opinion of its legal counsel, compelled to disclose
or  produce  Confidential  Information  concerning  the Practice to any tribunal
legally  authorized  to  request  and  entitled  to  receive  such  Confidential
Information  or to stand liable for contempt or suffer other censure or penalty,
Business  Manager  may disclose or produce such Confidential Information to such
tribunal  without  liability hereunder; provided, however, that Business Manager
shall  give the Practice written notice of the Confidential Information to be so
disclosed

                                       24
<PAGE>

or  produced as far in advance of its disclosure or production as is practicable
and  shall  use  its best efforts to obtain, to the greatest extent possible, an
order  or  other reliable assurance that confidential treatment will be accorded
to  such  Confidential Information so required to be disclosed or produced. Upon
expiration  or termination of this Business Management Agreement by either Party
for  any  reason whatsoever, Business Manager shall immediately return and shall
cause  its  Representatives,  affiliates,  and  independent  contractors  to
immediately  return  to  the Practice all Confidential Information, and Business
Manager  shall  not,  and  will  cause  its  Representatives,  affiliates,  and
independent  contractors  not  to, thereafter use, appropriate or reproduce such
Confidential  Information.  Business  Manager further expressly acknowledges and
agrees  that  any  such  use,  appropriation,  or  reproduction  of  any  such
Confidential  Information  by  any  of  the  foregoing  after  the expiration or
termination of this Agreement will result in irreparable injury to the Practice,
that  the  remedy  at law for the foregoing would be inadequate, and that in the
event  of  any such use, appropriation, or reproduction of any such Confidential
Information after the termination or expiration of this Agreement, the Practice,
in  addition to any other remedies or damages available to it, shall be entitled
to injunctive or other equitable relief without the necessity of posting a bond,
cash,  or  otherwise,  and without the necessity of proving actual damages. Such
rights  to  relief shall not preclude the Practice from other remedies which may
be  available  to  it  hereunder.

     (b)     Notwithstanding  clause  (a)  above,  Business  Manager  may share,
subject  to  the  restrictions  of  this  Section,  with  other  professional
corporations,  associations,  ophthalmology  and  optometry practices, or health
care  delivery  entities  the  practice  statistics  of  the Practice, including
utilizing  review  data,  quality  assurance  data, cost data, outcomes data, or
other  practice  data.  In  addition,  Business  Manager  may  disclose  all
practice-related  information  necessary  or  desirable  in  connection with any
public  or  private  offering of any debt or equity security.  No such data will
disclose  or divulge patient identifying information or, to the extent possible,
Professional  identifying  information.

     3.15.     Business  Manager's  Insurance.  Throughout  the  Term,  Business
               ------------------------------
Manager  shall,  as  an  Office  Expense,  obtain  and  maintain with commercial
carriers,  through  self-insurance  or  some  combination  thereof,  appropriate
workers'  compensation  coverage  for  Business  Manager's  employed  personnel
provided  pursuant  to  this  Business  Management  Agreement, and professional,
casualty  and  comprehensive  general  liability  insurance  covering  Business
Manager,  Business  Manager's personnel, and all of Business Manager's equipment
in  such  amounts,  on such basis and upon such terms and conditions as Business
Manager deems appropriate.  Such insurance policies shall be issued by a carrier
or  carriers  having a current rating of not less than "A" as rated by A.M. Best
Company,  unless  the  Practice agrees in writing to the purchase of a policy or
policies from a carrier having a lesser rating than "A".  Business Manager shall
cause  the  Practice  to be named as an additional insured on Business Manager's
casualty  and  comprehensive  general liability policy.  Business Manager hereby
releases the Practice from any and all liability for losses or damages caused by
any  act or neglect of the Practice occurring after the effective date hereof to
the  extent  that  such  losses  or  damages are covered by insurance; provided,
however,  that  such release shall not apply to any loss or damage caused by the
willful,  wanton,  or premeditated negligence of the Practice.  Business Manager
shall  obtain  from  any  insurance  company  issuing the foregoing policies its
consent  to  the  release  from  liability  contained in this Section.  Upon the
request  of  the  Practice,  Business  Manager shall provide the Practice with a
certificate  evidencing  such  insurance  coverage.  Business  Manager  may also
obtain  key  man  life  insurance  policies on the life of any Shareholder as is
consistent  with  1.18(n).

                                       25
<PAGE>

     3.16.     No Warranty.  The Practice acknowledges that Business Manager has
               -----------
not  made and will not make any express or implied warranties or representations
that  the  Management  Services  provided by Business Manager will result in any
particular  amount  or  level  of  optometry practice or income to the Practice.
Specifically,  Business Manager has not represented that its Management Services
will result in higher revenues, lower expenses, greater profits or growth in the
number  of  patients  treated  by  the  Practice's  Professionals.

     3.17.     Non-Competition  Covenant  from  Business  Manager.  The Business
               --------------------------------------------------
Manager  hereby  recognizes  and  acknowledges  that  the  Practice  shall incur
substantial  costs  in  modifying  its  business  activities  to  carry out this
Business  Management  Agreement  and  that  in the process of Business Manager's
providing  services  under  this  Business  Management  Agreement,  the Business
Manager  will  be  privy to financial and Confidential Information, to which the
Business  Manager  would  not otherwise be exposed.  Business Manager agrees and
acknowledges  that  the  non-competition  covenants  described  hereunder  are
necessary  for  the  protection of the Practice, and that the Practice would not
have  entered  into  this  Business Management Agreement without such covenants.
Business Manager represents, warrants and covenants that during the Term of this
Business  Management  Agreement  and for a period of two (2) years from the date
this  Business  Management  Agreement is terminated, other than if terminated by
Business  Manager  for  cause, neither Business Manager nor any person or entity
affiliated  directly  or  indirectly with Business Manager will, anywhere within
five  (5)  miles of any office operated by the Practice on the effective date of
this Business Management Agreement, enter into a direct or indirect relationship
similar  to  the  relationship  between  the  Practice  and Business Manager, or
acquire  the non-optometric assets of, any professional practice group or engage
in  any  other  eye  care  business currently engaged in by the Business Manager
without approval of the Practice.  The Local Advisory Council shall consult with
Business Manager with respect to any acquisition of or merger with a health care
practice  outside  such  five  (5)  mile area and within the region described in
Exhibit  2.10.  Notwithstanding  anything  to  the  contrary  in  this  Section,
    ---------
Business  Manager (a) may establish and maintain relationships with the entities
    ---
described  on  Exhibit 3.17, (b) may enter into managed care agreements with (i)
               ------------
other  practices on the one hand, and national or regional payor entities on the
other  hand,  if  the Practice, upon being offered the opportunity to enter into
such  managed  care  agreements,  elects  not  to  enter  into such managed care
agreements, (ii) other health care practices within the above-described file (5)
mile  area  if  and  to  the  extent  that the Practice is unable to provide the
specific  services, reasonable access to, or minimum standards as required by, a
managed  care  payor  for  all  of  the patients to be covered by a managed care
agreement,  and  (iii)  other  health  care  practices  where  Business  Manager
reasonably  believes  additional  providers  are  required to obtain a contract;
provided,  however,  that  the  exceptions to Business Manager's covenant not to
compete  contained  in  this subsection (b) shall not permit Business Manager to
enter into business management agreements with such other health care practices.
If  the  Business  Manager breaches any obligation set forth in this Section, in
addition  to  any  other  remedies  available  under  this  Business  Management
Agreement,  at  law or in equity, the Practice shall be entitled to enforce this
Business  Management  Agreement by injunctive relief and by specific performance
of the Business Management Agreement, such relief to be without the necessity of
posting  a  bond, cash or otherwise.  Additionally, nothing in this Section 3.17
shall  limit  the  Practice's  right to recover any

                                       26
<PAGE>

other  damages  to  which  it  is entitled as a result of the Business Manager's
breach.  The  time  period for which the non-competition covenants are effective
shall  be  extended  day  for day for the time period the Business Manager is in
violation of the non-competition covenants. If any provision of the covenants is
held  by  a  court  of  competent  jurisdiction  to  be  unenforceable due to an
excessive  time  period,  geographic area, or restricted activity, the covenants
shall  be  reformed  to  comply  with  such  time  period,  geographic  area, or
restricted  activity  that  would  be held enforceable. Following termination of
this  Agreement  pursuant  to  Section  6.2(b) hereof, Business Manager shall be
released  from  any  and  all  of the restrictions imposed in this Section 3.17.

     3.18.     Marketing  and  Public  Relations.  In accordance with applicable
               ---------------------------------
laws,  regulations  and  ethical  standards, Business Manager shall use its best
efforts  to  provide  such  marketing, support, advertising and public relations
services  as  are  appropriate to promote and market the Practice's Professional
Eye  Care  Services.  Such  services  shall  be  subject  to review by the Local
Advisory Council.  At the option of Business Manager and to the extent permitted
by  law,  the  Business  Manager's  corporate name may be included on any or all
signage,  letterhead,  advertisements,  announcements  and  the like relating to
Professional  Eye  Care  Services  provided  by the Practice.  Marketing support
services  include  training  the  Practice's  personnel  concerning  marketing
techniques,  providing  written  materials  that  may  be used in marketing, and
providing  technical  assistance  to  the Practice's personnel engaged in direct
marketing  efforts  such  as  administrative  support and assistance in contract
negotiation  and  implementation.  Business  Manager  shall  not  perform direct
marketing  to potential sources of business, but shall provide assistance to the
Practice's  personnel  who perform any such direct marketing as set forth above.
Use  of  the  Practice's name in any advertising or promotions shall require the
Practice's  advance  approval.

     3.19.     Inconsistent  Transaction  by  Business  Manager.  The  Business
               ------------------------------------------------
Manager  agrees  that  in performing the Management Services with respect to the
Practice, it shall not enter into any agreements, commitments or transactions or
engage  in  any  activities  which  are  exclusively  within  the  authority and
responsibility  of  the Practice as set forth in this Agreement or are otherwise
materially  inconsistent  with  the  provisions  of  this  Agreement.

     4.     OBLIGATIONS  AND  RESPONSIBILITIES  OF  THE  PRACTICE.
            -----------------------------------------------------

     4.1.     Organization  and  Operation.  The  Practice,  as  a  continuing
              ----------------------------
condition  of  Business  Manager's  obligations  under  this Business Management
Agreement,  shall  at  all times during the Term be and remain legally organized
and  operated  to  provide Professional Eye Care Services in a manner consistent
with all State, federal and local laws.  The Practice shall operate and maintain
within  the  Practice  Territory, consistent with past practice and then current
needs, a practice of optometry specializing in the provision of Professional Eye
Care  Services  and shall maintain and enforce employment agreements in the form
of Exhibit 4.1A with the Shareholders of the Practice specified in Exhibit 4.1B;
   ------------                                                    ------------
provided,  however,  that  after  the  expiration  of such employment agreements
(which, with regard to Elliot L. Shack, has a one year term, and with respect to
Charles  M.  Cummins,  a  three  year  term) in the event that such Shareholders
continue  a  relationship  with  the  Practice  thereafter,  the  Practice shall
maintain  and enforce employment

                                       27
<PAGE>

agreements  with  such  Shareholders  substantially in such form as Exhibit 4.1A
(the  economics  may vary). For any future ------------- shareholder (other than
those  described  on  Exhibit  4.1B)  of the Practice, the ------------ Practice
shall  cause  such individual to execute and maintain thereafter so long as they
are affiliated with the Practice, an employment agreement in such form as future
shareholders  execute  and maintain in other practices managed by Vision 21. The
Practice  shall  not  amend  such  employment  agreements  or  waive  any rights
thereunder  without  the  prior  approval  of Business Manager. Recognizing that
Business  Manager would not have entered into this Business Management Agreement
but  for  the  Practice's  covenant  to  maintain employment agreements with its
Shareholders,  the  Practice  shall  pay to Business Manager, in addition to the
Management  Fee,  87%  of  any  damages,  compensation,  payment,  or settlement
received  by  the Practice from each future shareholder not specified in Exhibit
-------  4.1B  pursuant  to  any  non-competition  covenant  contained  in  any
employment  --- agreement described in this paragraph. All expenses and costs in
enforcing  the  ---  foregoing  covenants  not  to compete shall be deemed to be
Office  Expenses.  The Practice shall take steps to have all future Shareholders
execute  any  reasonable  documentation  as  required  by  Business  Manager  in
connection  with  this  Section.

     4.2.     Practice  Personnel.  The  Practice  shall  retain,  as a Practice
              -------------------
Expense,  as  the  case  may  be,  and  not as an Office Expense, that number of
Professionals  sufficient  in  the  sole  discretion  of  the  Practice  as  are
reasonably  necessary and appropriate for the provision of Professional Eye Care
Services, each of whom shall act in accordance with the applicable provisions of
this  Business  Management Agreement.  Each Optometrist retained by the Practice
shall  hold  and maintain a valid and unrestricted license to practice optometry
in  the State, and shall be competent in the practice of optometry. The Practice
shall  be responsible for hiring, training, supervision, discipline, termination
and  paying  the  compensation, and benefits as applicable, for all Professional
personnel  and other contracted or affiliated Professionals.  The Practice shall
cause its Professionals to obtain and maintain all licenses and permits required
in  connection  with the practice of optometry, any other business it has or the
administration  of  drugs by such Professionals.  Business Manager shall neither
control  nor direct any Professional in the performance of Professional Eye Care
Services  for patients.  All damages recovered by the Practice for violations of
non-competition  covenants  from  professionals pursuant to agreements with them
(including  pursuant  to  Partnership  Agreements)  shall be treated as Adjusted
Gross  Revenue.

     4.3.     Professional  Standards.  Each  Optometrist  and  any  other
              -----------------------
Optometrist  personnel  retained  by  the Practice to provide optometry services
must  (i)  have  and  maintain  a  valid  and  unrestricted  license to practice
optometry  in  the  State,  (ii)  comply with, be controlled and governed by and
otherwise  provide  optometry  services  in  accordance with applicable federal,
State  and  municipal  laws,  rules, regulations, ordinances and orders, and the
ethics  and  standard  of care of the optometric community wherein the principal
Office  of  the  Practice  is located, (iii) obtain and retain appropriate staff
membership  with  appropriate privileges at any hospital or health care facility
at  which optometry services are to be provided, and (iv) provide on a continual
basis,  quality care to its patients.  Procurement of temporary staff privileges
pending  the  completion  of  the  staff  approval  process  shall  satisfy this
provision,  provided  the  Optometrist  actively  pursues  full  appointment and
actually  receives  full  appointment  within  a  reasonable  time.

                                       28
<PAGE>

     4.4.     Professional  Eye  Care  Services.  The Practice shall ensure that
              ---------------------------------
Professionals  are  available  as  necessary to provide quality Professional Eye
Care Services to patients and shall assist the Business Manager in ensuring that
Clinical  Personnel  are  available as necessary to provide quality Professional
Eye  Care Services to patients.  In the event that Professionals employed by, or
Shareholders of, the Practice are not available to provide Professional Eye Care
Services  coverage,  the Practice shall engage and retain locum tenens coverage.
                                                          ----- ------
Professionals  retained  on  a  locum  tenens  basis  shall  meet  all  of  the
                                -----  ------
requirements  of  Section  4.3,  and the cost of providing locum tenens coverage
                                                           ----- ------
shall  be  a Practice Expense.  With the assistance of the Business Manager, the
Practice  and the Professionals shall be responsible for scheduling Professional
and  Clinical  Personnel  coverage  of  all optometric procedures.  The Practice
shall cause all Professionals to exert their best efforts to develop and promote
the  Practice  in  such  manner  as  to ensure the Practice is able to serve the
diverse  needs  of  the  community.

     4.5.     Peer  Review/Quality  Assurance.  The  Practice shall adopt a peer
              -------------------------------
review/quality  assurance  program  to  monitor  and  evaluate  the  quality and
cost-effectiveness  of  Professional  Eye Care Services provided by Professional
personnel  of  the  Practice,  the  expenses  of which shall be deemed an Office
Expense.  Pursuant  to such program, the Practice shall designate a committee of
Professionals  to  function  as  an  optometric  peer review committee to review
credentials  of  potential  recruits,  perform  quality assurance functions, and
otherwise  resolve  optometric  competence  issues.  The  optometric peer review
committee  shall  function  pursuant  to formal written policies and procedures.
Upon  request  of  the  Practice,  Business Manager shall provide administrative
assistance  to  the  Practice  in  performing  its peer review/quality assurance
activities,  but  only  if  such  assistance  can  be  provided  consistent with
maintaining  the  confidentiality,  immunity,  and  non-discoverability  of  the
processes  and  actions  of  the  peer  review/quality  assurance process of the
Practice.

     4.6.     Practice's  Insurance.  The Practice shall, as a Practice Expense,
              ---------------------
obtain  and maintain with commercial carriers chosen by the Practice appropriate
workers'  compensation  coverage  for the Practice's employed personnel, if any,
and  professional  and  comprehensive  general  liability insurance covering the
Practice  and  each  of  the  Professionals  and Clinical Personnel the Practice
retains  to  provide  Professional Eye Care Services.  The comprehensive general
liability  coverage  with  respect  to  each Professional and Clinical Personnel
shall  be  in  the  minimum  amount  of  One  Million  Dollars  ($1,000,000) and
professional  liability  coverage  shall be in the minimum amount of One Million
Dollars  ($1,000,000) for each occurrence and Three Million Dollars ($3,000,000)
annual  aggregate;  provided, however, that with Business Manager Consent, which
shall  not  be  unreasonably  withheld  or  delayed,  the  Practice  may  from
time-to-time  change  such  liability  coverage  amounts  to  amounts  which are
consistent  with  industry  standards.  The  insurance  policy or policies shall
provide  for  at  least thirty (30) days' advance written notice to the Practice
from  the  insurer  as  to any alteration of coverage, cancellation, or proposed
cancellation  for  any  cause.  The  Practice  shall  obtain  from any insurance
company issuing the foregoing policies its consent to the release from liability
contained  in  this  Section.  The Practice shall cause to be issued to Business
Manager  by  such insurer or insurers a certificate reflecting such coverage and
obtain  the  consent of such insurer or insurers to provide prior written notice
to  Business Manager equal to notice given to a Professional of the cancellation
or  proposed  cancellation  of  such  insurance  for  any

                                       29
<PAGE>

cause. Such insurance policies shall be issued by a carrier or carriers having a
current  rating  of  not  less  than  "A"  as rated by A.M. Best Company, unless
Business  Manager agrees in writing to the purchase of a policy or policies from
a  carrier having a lesser rating than "A". The Local Advisory Council may, from
time-to-time,  select  a  different  commercial  carrier  or  carriers  for such
workers'  compensation  and professional and general liability coverage upon the
establishment  of  a  program affecting substantially all practice groups within
the  market in which the Practice is located for which Business Manager provides
management  services,  which  decision shall be binding upon the Practice. After
such election of a single carrier or carriers by the Local Advisory Council, the
costs  of such coverage shall continue to be treated as a Practice Expense. Upon
the  termination  of  this  Business  Management  Agreement  for any reason, the
Practice shall continue to carry professional liability insurance in the amounts
specified  herein  for  the  shorter  period  of (i) the period set forth in the
State's  statute  of  repose  (or  if  no  statute of repose exists, the State's
statute  of limitations) for bringing professional malpractice claims based upon
injuries  which  are  not  immediately  discoverable plus any applicable tolling
periods,  or (ii) ten (10) years after termination; or if the Practice dissolves
or  ceases  to  practice  optometry, the Practice shall obtain and maintain as a
Shareholder  Expense  "tail"  professional  liability  coverage,  in the amounts
specified  in this Section for the shorter period of (i) the period set forth in
the  State's  statute  of repose (or if no statute of repose exists, the State's
statute  of limitations) for bringing professional malpractice claims based upon
injuries  which  are  not  immediately  discoverable plus any applicable tolling
periods,  or  (ii)  ten  (10)  years. The Practice shall pay for all malpractice
insurance  for  Professionals,  which shall be deemed a Practice Expense, except
for  Shareholder  Optometrists.  Except  as  determined  by  the  Local Advisory
Council,  the  professional liability insurance carrier shall not be replaced or
changed  without  Practice  Consent  and  Business  Manager  Consent.

     4.7.     Confidential and Proprietary Information.  The Practice agrees and
              ----------------------------------------
acknowledges  that  all  materials  provided by Business Manager to the Practice
constitute  Confidential  Information  disclosed  in  confidence  and  with  the
understanding  that  it  constitutes  valuable business information developed by
Business Manager at great expenditures of time, effort, and money.  The Practice
further  agrees  that  it  shall  not,  directly  or  indirectly,  disclose  any
Confidential  Information  of  the  Business  Manager  to  other persons without
Business  Manager's express written authorization, such Confidential Information
shall  not  be  used  in  any way directly or indirectly detrimental to Business
Manager,  and  the Practice will keep such Confidential Information confidential
and  will  ensure  that  its  affiliates  and  advisors  who have access to such
Confidential  Information comply with these nondisclosure obligations; provided,
however, that the Practice may disclose Confidential Information to those of its
Representatives  who  need  to know Confidential Information for the purposes of
this  Business  Management  Agreement,  it being understood and agreed to by the
Practice  that  such Representatives will be informed of the confidential nature
of  the  Confidential  Information,  will agree to be bound by this Section, and
will  be  directed  by  the  Practice  not  to  disclose to any other person any
Confidential  Information.  The Practice agrees to be responsible for any breach
of  this  Section  by  its  affiliates,  advisors,  or  Representatives.  If the
Practice  is requested or required (by oral questions, interrogatories, requests
for information or documents, subpoenas, civil investigative demands, or similar
processes)  to disclose or produce any Confidential Information furnished in the
course  of  its  dealings  with Business Manager or its affiliates, advisors, or
Representatives,  the  Practice  will  (i)  provide

                                       30
<PAGE>

Business  Manager  with  prompt  notice thereof and copies, if possible, and, if
not,  a description, of the Confidential Information requested or required to be
produced  so  that  Business Manager may seek an appropriate protective order or
waive  compliance  with  the  provisions  of  this Section and (ii) consult with
Business  Manager as to the advisability of Business Manager's taking of legally
available  steps  to  resist or narrow such request. The Practice further agrees
that,  if  in  the  absence  of  a  protective  order or the receipt of a waiver
hereunder,  the  Practice  is  nonetheless,  in the written opinion of its legal
counsel,  compelled  to  disclose or produce Confidential Information concerning
Business  Manager  to any tribunal legally authorized to request and entitled to
receive  such Confidential Information or to stand liable for contempt or suffer
other censure or penalty, the Practice may disclose or produce such Confidential
Information  to  such  tribunal  without liability hereunder; provided, however,
that the Practice shall give Business Manager written notice of the Confidential
Information  to  be so disclosed or produced as far in advance of its disclosure
or production as is practicable and shall use its best efforts to obtain, to the
greatest extent possible, an order or other reliable assurance that confidential
treatment  will  be  accorded to such Confidential Information so required to be
disclosed  or  produced.  The  Practice  acknowledges  that  the  disclosure  of
Confidential  Information to it by Business Manager is done in reliance upon its
representations  and  covenants  in  this  Business  Management  Agreement. Upon
expiration  or termination of this Business Management Agreement by either Party
for any reason whatsoever, the Practice shall immediately return and shall cause
its  Representatives,  affiliates,  and  independent  contractors to immediately
return  to  Business Manager all Confidential Information, and the Practice will
not, and will cause its Representatives, affiliates, and independent contractors
not  to, thereafter use, appropriate or reproduce such Confidential Information.
The  Practice  further  expressly  acknowledges  and  agrees  that any such use,
appropriation,  or  reproduction  of any such Confidential Information by any of
the  foregoing after the expiration or termination of this Agreement will result
in  irreparable  injury  to  Business  Manager,  that  the remedy at law for the
foregoing  would  be  inadequate,  and  that  in  the  event  of  any  such use,
appropriation,  or  reproduction  of any such Confidential Information after the
termination  or  expiration  of this Agreement, Business Manager, in addition to
any  other  remedies or damages available to it, shall be entitled to injunctive
or  other  equitable  relief  without  the necessity of posting a bond, cash, or
otherwise,  and  without the necessity of proving actual damages. Such rights to
relief  shall  not  preclude  Business  Manager from other remedies which may be
available  to  it  hereunder.

     4.8.     Non-Competition.  The  Practice hereby recognizes and acknowledges
              ---------------
that  Business  Manager will incur substantial costs in providing the equipment,
support  services,  personnel,  management,  administration, and other items and
services  that  are the subject matter of this Business Management Agreement and
that  in  the  process  of  providing  services  under  this Business Management
Agreement, the Practice will be privy to financial and Confidential Information,
to  which  the  Practice  would  not  otherwise  be  exposed.  The  Parties also
recognize  that the services to be provided by Business Manager will be feasible
only  if  the  Practice  operates  an active practice to which the Professionals
associated with the Practice devote their full time and attention.  The Practice
agrees  and  acknowledges that the non-competition covenants described hereunder
are  necessary for the protection of Business Manager, and that Business Manager
would  not  have  entered  into  this  Business Management Agreement without the
following  covenants.

                                       31
<PAGE>

     (a)     During  the  Term  of this Business Management Agreement and except
for its obligations pursuant to this Business Management Agreement, the Practice
shall  not  establish,  operate,  or provide Professional Eye Care Services at a
medical  office, optometric office or other health care facility anywhere within
ten  (10) miles of any current or future location (as of the date such office is
established),  at  which  Business Manager provides business management services
similar  to  the  services contemplated in this Agreement without violating this
Section  4.8.

     (b)     Except  as  specifically  agreed to by Business Manager in writing,
the  Practice  and  its  Shareholders covenant and agree that during the Term of
this  Business  Management  Agreement and for a period of two (2) years from the
date  this Business Management Agreement is terminated, other than if terminated
by  the  Practice  for  cause,  or  expires,  the Practice shall not directly or
indirectly  own (excluding ownership of less than one percent (1%) of the equity
of  any  publicly  traded  entity and excluding ownership of the common stock of
Business  Manager), manage, operate, control, contract with, lend funds to, lend
its  name  to,  maintain  any  interest  whatsoever  in,  or be employed by, any
enterprise  (i)  having  to  do  with the provision, distribution, promotion, or
advertising  of any type of management or administrative services or products to
third  parties  in  competition  with  Business Manager, located anywhere in the
United  States  of  America;  and/or  (ii)  offering  any  type of service(s) or
product(s)  to  third parties substantially similar to those offered by Business
Manager  to the Practice or by the Practice to consumers located anywhere in the
United States of America.  Notwithstanding the above restriction, nothing herein
shall  prohibit  (i)  the  Practice  or  any  of its Shareholders from providing
management  and administrative services to this or their own optometry practices
after  the  termination of this Business Management Agreement, (ii) the Practice
or  its  Shareholders  from  contracting  with  a third-party manager to provide
administrative  or  management  services  for its or their professional eye care
practices  after  termination  of this Business Management Agreement and two (2)
years  thereafter,  as long as such relationship complies with the provisions of
this  Section  4.8(b);  (iii)  any of the Practice's Shareholders from providing
management  and  administrative  services to their own optometry practices after
the termination of their employment relationship with the Practice in accordance
with  this  Business  Management  Agreement,  and  (iv)  such  Shareholders from
contracting  with  a third-party manager to provide administrative or management
services  for  their  professional  eye  care practices after the termination of
their employment relationship with the Practice in accordance with this Business
Management  Agreement.  If the Practice violates this Section at a time when the
current  Shareholders  are the Shareholders of Practice, then Practice shall pay
to  Business Manager the amount received as consideration by the Practice and/or
the  Shareholders in connection with the Acquisition Transaction, as agreed upon
liquidated  damages.  If  the  Practice  violates  this Section once the current
Shareholders  are  no  longer Shareholders of the Practice, the Business Manager
shall  not  be entitled to liquidated damages but shall be entitled to any other
remedies  available  at  law  or  equity.  The  Practice  and  the  Shareholders
acknowledge  and  agree  that such sum is reasonable in light of the severe harm
that  Business Manager would suffer as a result of the Practice's breach of this
restrictive  covenant.

     (c)     The written employment agreements in the form of Exhibits 4.1A 4.1B
                                                              ------------------
shall  contain  covenants  of  the  Shareholder  employees pursuant to which the
Shareholders

                                       32
<PAGE>

agree  not to compete with the Practice or with the Business Manager for two (2)
years  after  termination or expiration of their employment agreements except as
limited  therein.

     (d)     Reserved.

     (e)     The  Practice  understands  and  acknowledges that Business Manager
shall  suffer  severe  harm  in  the  event  that  the foregoing non-competition
covenants in Section 4.8 are violated, and accordingly, if the Practice breaches
any obligation of Section 4.8, in addition to any other remedies available under
this  Business Management Agreement, at law or in equity, Business Manager shall
be  entitled  to enforce this Business Management Agreement by injunctive relief
and by specific performance of the Business Management Agreement, such relief to
be  without  the  necessity of posting a bond, cash or otherwise.  Additionally,
nothing  in  this Section 4.8(e) shall limit Business Manager's right to recover
any  other damages to which it is entitled as a result of the Practice's breach.
The  time  period  for  which the non-competition covenant is effective shall be
extended  day  for  day  for the time period the Practice is in violation of the
non-competition  covenant.  If any provision of the covenants is held by a court
of  competent  jurisdiction to be unenforceable due to an excessive time period,
geographic  area,  or  restricted  activity,  the  covenant shall be reformed to
comply with such time period, geographic area, or restricted activity that would
be  held  enforceable.  Following  termination  of  this  Agreement  pursuant to
Section  6.2(b)  hereof, the Practice shall not amend, alter or otherwise change
any  term  or  provision  of  the  restrictive  covenants  or liquidated damages
provisions  of  the  employment  agreements  with  the Professionals.  Following
termination  of  this  Agreement pursuant to Section 6.2(a) hereof, the Practice
and  the  Professionals  shall  be  relieved of the restrictions imposed by this
Section  4.8.  Notwithstanding  any  provision  in  this  Business  Management
Agreement  to  the  contrary, the Business Manager acknowledges that the current
Shareholders  of  the Practice will eventually depart from the Practice and that
replacement  shareholders  will be substituted for them and further acknowledges
that  it would be unfair to penalize such departing Shareholders for the actions
of the Practice after such departure.  Therefore, the Business Manager shall not
hold  any  such  departing  Shareholder  responsible for any damages, penalties,
losses  or  costs  suffered  by the Practice or any substitute Shareholders as a
result  of  the  actions  taken or omitted to be taken by the Practice after the
time  the  departing  Shareholder  has  departed from the Practice (whether such
damages  occur  as a result of a claim made by the Business Manager or any other
third  party).

     4.9.     Name,  Trademark.  The  Practice  represents and warrants that the
              ----------------
Practice  conducts  its  professional practice under the name of, and only under
the  name of "The Eye Drx," and that such name is duly registered, qualified, or
licensed  under the law of the State, and that, to the Practice's knowledge, the
Practice  is the sole and absolute owner of the name in the State.  The Practice
covenants  and  promises that, without the prior written consent of the Business
Manager,  the  Practice  will  not:

     (a)     take  any action that is reasonably likely to result in the loss of
registration,  qualification  or  licensure  of  the  name;

                                       33
<PAGE>

     (b)     fail to take any reasonably necessary action that will maintain the
registration,  qualification,  or  licensure  current;

     (c)     license, sell, give, or otherwise transfer the name or the right to
use  the  name to any optometry practice, Optometrist, professional corporation,
or  any  other  entity;  or

     (d)     cease  conducting  the  professional practice of the Practice under
the  name.

     4.10.     Lease  Assignment.  Upon  Business  Manager's  request,  if  the
               -----------------
Practice  is  the  lessee  of  the  Office  under  a lease with an unrelated and
unaffiliated  lessor,  the  Practice  shall assign the lease to Business Manager
upon  receipt  of  consent  from  the  lessor.  The  Practice shall use its best
efforts  to  assist  in  obtaining the lessor's consent to the assignment.  Upon
request, the Practice shall execute any instruments and shall take any acts that
Business  Manager  may deem necessary to accomplish the assignment of the lease.
All  expenses  related  to  the  assignment  of  such leases for leased property
existing  upon  the Effective Date hereof and described on Exhibit 3.2, shall be
                                                           -----------
deemed  a  Business  Manager  Expense,  and Business Manager agrees to indemnify
Practice for any damages relating to the assignment of such lease.  In the event
any terms contained in this Section 4.10 are deemed to be inconsistent with that
of  the  Asset Purchase Agreement of even date between the parties, the terms of
the  Asset  Purchase  Agreement  shall  prevail.

     4.11.     Billing  Information and Assignments; Establishment of Fees.  The
               -----------------------------------------------------------
Practice  shall promptly provide the Business Manager with all billing and other
information  reasonably  requested  by the Business Manager to enable it to bill
and  collect  the  Practice's  fees  and  other charges and reimbursement claims
pursuant  to Section 3.9, and the Practice shall use its best efforts to procure
consents  to  assignments  and other approvals and documents necessary to enable
the  Business  Manager to obtain payment or reimbursement from third parties for
such  fees,  other  charges and claims.  The Practice shall establish reasonable
fees  for  all  professional  and ancillary services and pharmaceutical items in
connection  with  the  provision  of  Professional  Eye  Care  Services.

     4.12.     Provider  Agreements.  The  Practice  shall  not  enter  into
               --------------------
contractual  arrangements  with  third  parties  for the Practice's provision of
Professional  Eye  Care  Services  which  are  inconsistent  with  guidelines
established  by  the  Local  Advisory  Council  or any capitated fee arrangement
without  the  prior  approval  of the Practice Advisory Council.  Subject to the
foregoing  provision, the Practice shall have the final authority with regard to
all  of  such  contractual  arrangements.

     4.13.     Inconsistent  Transaction  by  the Practice.  The Practice agrees
               -------------------------------------------
that  it  shall  not  enter  into any agreements, commitments or transactions or
engage  in  any  activities which are within the authority and responsibility of
the  Business  Manager  as  set  forth in this Agreement or otherwise materially
inconsistent  with  the  provisions  of  this  Agreement.

                                       34
<PAGE>

     4.14.     Recommendations.  The  Practice  shall  make  recommendations  to
               ---------------
Business  Manager  regarding the Office, the equipment, the business operations,
and  the  services  to  be  provided  by  Business  Manager  under this Business
Management  Agreement.

     4.15.     General  Obligations.  The Practice shall take all lawful actions
               --------------------
reasonably  necessary  to  maximize  revenues  and  shall not take any action to
reduce  revenues  other  than  in  the  ordinary  course  of  business.

     4.16.     Tax  Matters.  The  Practice  shall  prepare  or  arrange for the
               ------------
preparation  by  an  accountant  selected  by  the  Practice  of all appropriate
corporate  tax  returns  and  reports  required  of  the Practice including such
returns  and  reports  required  with  respect  to  the  Account.  All costs and
expenses relating to the preparation of such returns and reports shall be deemed
a  Shareholder  Expense.

     4.17.     Shareholders'  Undertaking  to  Enforce  Certain  Provisions  of
               ----------------------------------------------------------------
Agreement.  The  Practice  shall cause to be executed by all Shareholders of the
      ---
Practice  an  undertaking  in  the  form of Exhibit 4.17 by such Shareholders to
                                            ------------
ensure  that  the corporate existence of the Practice is maintained and that the
covenants not to compete described in Section 4.1 of this Agreement are enforced
by  the  Practice  against  any  individuals  violating  such  covenants.

     5.     BUSINESS  MANAGER'S  COMPENSATION.
            ---------------------------------

     5.1.     Management  Fee.  The  Practice  and Business Manager agree to the
              ---------------
compensation set forth herein as being paid to Business Manager in consideration
of  a  substantial  commitment  made by Business Manager hereunder and that such
fees are fair and reasonable.  Each month Business Manager shall be paid the sum
of  that  percentage  set  forth  in  Exhibit 5.1 of Adjusted Gross Revenue (the
                                      -----------
"Management  Fee").  Except  for  its  obligation  to  pay  in  full  all Office
Expenses,  Business  Manager shall not be liable for any losses generated by the
Practice.

     5.2.     Reasonable  Value.  Payment  of the Management Fee is not intended
              -----------------
to  be and shall not be interpreted or applied as permitting Business Manager to
share  in  the  Practice's  fees for Professional Eye Care Services or any other
services,  but  is  acknowledged  as the Parties' negotiated agreement as to the
reasonable  fair market value of Business Manager's commitment to pay all Office
Expenses  and  the  fair  market  value  of the equipment, contract analysis and
support,  other  support  services,  purchasing,  personnel,  office  space,
management,  administration,  strategic  management and other items and services
furnished  by  Business  Manager  pursuant to the Business Management Agreement,
considering the nature and volume of the services required and the risks assumed
by  Business  Manager.  The  Practice  and  Business  Manager  recognize  and
acknowledge  that  Business  Manager  will  incur substantial costs and business
risks  in  undertaking  to pay all Office Expenses, arranging for the Practice's
use  of  the Office and in providing the equipment, support services, personnel,
marketing,  office  space,  management,  administration,  and  other  items  and
services  that are the subject matter of this Business Management Agreement, and
certain  of  such costs and expenses can vary to a considerable degree according
to  the extent of the Practice's business and services.  It is the intent of the
Parties  that  the Management Fee reasonably

                                       35
<PAGE>

compensate  Business Manager for the value to the Practice of Business Manager's
administrative  expertise,  given  the  considerable  business  risk to Business
Manager  in  providing  the  Management  Services  that  are the subject of this
Business  Management  Agreement.

     5.3.     Payment  of  Management  Fee.  To  facilitate  the  payment of the
              ----------------------------
Management  Fee  as  provided  in  Section  5.1(a)  hereof,  the Practice hereby
expressly  authorizes Business Manager to make withdrawals of the Management Fee
from  the  Account  as  such  fee  becomes  due  and  payable during the Term in
accordance  with  Section  3.10(a)  and  after  termination  of the Agreement as
provided  in  Section  6.3.  Business  Manager  shall deliver to the Practice an
invoice for the Management Fee accompanied by a reasonably detailed statement of
the  information  upon  which  the  Management  Fee  calculation  is  based.

     5.4.     Assignment  of  Fees  for  Optometry  Services.
              ----------------------------------------------

     (a)     As  security  for  the  performance  of  its obligations under this
Business  Management Agreement, the Practice hereby irrevocably assigns and sets
over  to  Business  Manager all of its right to receive payment for Professional
Eye  Care  Services  (other  than  rights  to  receive  payments relating to the
activities  described  in  Exhibit  1.3)  to  the  extent  permitted by law (the
                           ------------
"Accounts  Receivable")  and  retain such payment for its own account, and shall
obtain  a  like assignment from all Professionals.  To the extent such rights to
receive  payment  cannot  legally  be  assigned, the "Accounts Receivable" shall
include  the right to have any amounts received by the Practice pursuant to such
non-assignable  rights paid over to Business Manager upon receipt.  The Practice
shall  take  such  action as may be necessary to confirm to Business Manager the
rights  set  forth  in  this  Section  5.4(a).

     (b)     Without  limiting the generality of the foregoing, it is the intent
of  the Parties that the assignments to Business Manager of the rights described
in Section 5.4(a) above shall be inclusive of the rights of the Practice and the
Professionals  to receive payment with respect to any services rendered prior to
the effective date of any expiration or termination of this Agreement; provided,
however, that the right to receive payments relating to the activities described
in  Exhibit 1.3 shall be excluded from such assignment.  The Practice agrees and
    -----------
shall  cause  each Professional to agree, that Business Manager shall retain the
right  to  collect  and hold as security any Accounts Receivable relating to any
such  services  rendered  prior  to the effective date of any such expiration or
termination  ("Pre-Termination  Accounts  Receivable").

     (c)     The Practice acknowledges that it is the intent of Business Manager
to  grant  a security interest in all of the Pre-Termination Accounts Receivable
to the lender(s) under its working capital credit facility (whether one or more,
the  "Credit  Facility  Lender"),  as in effect from time-to-time.  The Practice
agrees  that such security interest of the Credit Facility Lender is intended to
be  a  first  priority  security interest and is superior to any right, title or
interest  which may be asserted by the Practice or any Professional with respect
to the then applicable portion of the Pre-Termination Accounts Receivable or the
proceeds  thereof.  The  Practice  further  agrees,  and  shall  cause  each
Professional  to  agree,  that, upon the occurrence of an event which, under the
terms  of  such working capital credit facility, would allow the Credit Facility
Lender  to  exercise  its  right  to

                                       36
<PAGE>

collect  such  portion  of the Pre-Termination Accounts Receivable and apply the
proceeds  thereof toward amounts due under such working capital credit facility,
the  Credit  Facility  Lender  will succeed to all rights and powers of Business
Manager  under the powers of attorney provided for in Section 3.9(f) above as if
such  Credit Facility Lender had been named as the attorney-in-fact therein, and
the  Practice and each Professional hereby waive, and the Credit Facility Lender
shall  not  take the Pre-Termination Accounts Receivable subject to, any and all
defenses  the  Practice and/or such Professionals may have with respect to money
coming  into  the  Account  and  any  defenses  they may have against the Credit
Facility  Lender.  The  Practice  shall,  and  shall cause its Professionals to,
execute  any  and all documents, financing statements, and agreements reasonably
requested  by  such Credit Facility Lender to evidence and effectuate the Credit
Facility  Lender's  rights  contemplated  in  this  Section.

     (d)     In  the  event  that,  contrary  to  the  mutual intent of Business
Manager and the Practice, the assignment of rights described in this Section 5.4
shall  be  deemed,  for any reason, to be ineffective as an outright assignment,
the  Practice  and  each  Professional  shall,  effective as of the date of this
Business  Management Agreement, be deemed to have granted (and the Practice does
hereby  grant, and shall cause each Professional to grant) to Business Manager a
first  priority lien on and security interest in and to any and all interests of
the  Practice and such Professionals in any accounts receivable generated by the
provision  of  Professional  Eye  Care  Services  by  the  Practice  and  its
Professionals  or  otherwise generated through the operations of the Office, and
all  proceeds with respect thereto, to secure the payment to Business Manager of
all  amounts  due  to  Business  Manager hereunder, and this Business Management
Agreement  shall be deemed to be a security agreement to the extent necessary to
give effect to the foregoing.  The Practice shall execute and deliver, and cause
each  Professional  to  execute  and  deliver,  all such financing statements as
Business  Manager  may  request in order to perfect such security interest.  The
Practice  shall  not  grant (and shall not suffer any Professional to grant) any
other  lien  on  or  security  interest in or to such accounts receivable or any
proceeds  thereof.

     (e)     Upon  termination  of  this Business Management Agreement, Business
Manager  shall  release  the  foregoing lien with respect to Accounts Receivable
generated  after  the  effective  date of such termination and shall execute and
cause  to  be filed any termination statements relating to such release of lien.
However,  it is understood that all rights of the Parties to the Pre-Termination
Accounts  Receivable shall be subordinate to any interest of the Credit Facility
Lender.

     5.5.     Disputes  Regarding  Fees.
              -------------------------

     (a)     It  is  the Parties' intent that any disputes regarding performance
standards  of  the  Business  Manager be resolved to the extent possible by good
faith  negotiation.  To that end, the Parties agree that if the Practice in good
faith  believes that Business Manager has failed to perform its obligations, and
that  as  a  result  of  such  failure, the Practice is entitled to a set-off or
reduction  in  its  Management  Fees,  the  Practice shall give Business Manager
notice of the perceived failure and request in the notice a set-off or reduction
in  Management Fees.  Business Manager and

                                       37
<PAGE>

the Practice shall then negotiate the dispute in good faith, and if an agreement
is  reached,  the Parties shall implement the resolution without further action.

     (b)     If  the Parties cannot reach a resolution within a reasonable time,
the  Parties shall submit the dispute to mediation to be conducted in accordance
with  the  American  Arbitration  Association's  Commercial  Mediation  Rules.

     (c)     If  the mediation process fails to resolve the dispute, the Parties
may  seek  such  legal  redress  as  they  choose.

     6.     TERM  AND  TERMINATION.
            ----------------------

     6.1.     Initial  and  Renewal  Term.  The Term of this Business Management
              ---------------------------
Agreement  will be for an initial period of forty (40) years after the effective
date,  and  shall  be automatically renewed for successive five (5) year periods
thereafter,  provided  that neither Business Manager nor the Practice shall have
given  notice  of termination of this Business Management Agreement at least one
hundred  twenty  (120)  days  before  the end of the initial term or any renewal
term, or unless otherwise terminated as provided in Section 6.2 of this Business
Management  Agreement.

     6.2.     Termination.
              -----------

     (a)     Termination  by  the  Practice.  The  Practice  may  immediately
             ------------------------------
terminate  this  Agreement  at  its  discretion, upon written notice pursuant to
Section  8.3,  as  follows:

     (i)     if Business Manager becomes insolvent by reason of its inability to
pay  its  debts  as  they  mature; is adjudicated bankrupt or insolvent; files a
petition  in  bankruptcy,  reorganization  or  similar  proceeding  under  the
bankruptcy laws of the United States or shall have such a petition filed against
it  which  is  not  discharged  within thirty (30) days; has a receiver or other
custodian,  permanent  or  temporary,  appointed  for  its  business,  assets or
property;  makes a general assignment for the benefit of creditors; has its bank
accounts,  property  or  accounts  attached;  has  execution  levied against its
business  or  property; or voluntarily dissolves or liquidates or has a petition
filed  for  corporate dissolution and such petition is not dismissed with thirty
(30)  days;  or

     (ii)     if  the  Business  Manager  fails  to  comply  with  any  material
provision  of this Agreement, or any other agreement with the Practice, and does
not  correct  such  failure  within sixty (60) days after written notice of such
failure  to  comply  is  delivered  by the Practice specifying the nature of the
breach  in reasonable detail.  However, in the event that as of the 60th day the
Business  Manager is diligently working to cure the material breach and there is
a  reasonable  likelihood that the same will be cured within a reasonable period
of  time,  and  without  a  material  adverse result to the Practice, reasonable
additional  time  to cure such breach shall be provided to the Business Manager.

                                       38
<PAGE>

     (b)     Termination  by Business Manager.  Business Manager may immediately
             --------------------------------
terminate  this  Agreement  at  its  discretion, upon written notice pursuant to
Section  8.3,  as  follows:

     (i)     if the Practice becomes insolvent by reason of its inability to pay
its debts as they mature; is adjudicated bankrupt or insolvent; files a petition
in bankruptcy, reorganization or similar proceeding under the bankruptcy laws of
the  United  States  or shall have such a petition filed against it which is not
discharged within thirty (30) days; has a receiver or other custodian, permanent
or  temporary,  appointed  for its business, assets or property; makes a general
assignment  for  the  benefit  of  creditors; has its bank accounts, property or
accounts  attached;  has  execution  levied against its business or property; or
voluntarily  dissolves  or  liquidates  or  has  a  petition filed for corporate
dissolution  and  such  petition  is  not  dismissed  with  thirty (30) days; or

     (ii)     if  the  Practice  fails  to comply with any material provision of
this  Agreement,  or  any  other  agreement  with Business Manager, and does not
correct such failure within sixty (60) days after written notice of such failure
to  comply  is delivered by Business Manager specifying the nature of the breach
in  reasonable  detail.  However,  in  the  event  that  as  of the 60th day the
Practice  is  diligently  working  to  cure  the  material breach and there is a
reasonable  likelihood that the same will be cured within a reasonable period of
time  and  without a material adverse result to the Business Manager, reasonable
additional  time  to  cure  such  breach  shall  be  provided  to  the Practice.

     (c)     Termination  by  Agreement.  In the event the Practice and Business
             --------------------------
Manager  shall mutually agree in writing, this Business Management Agreement may
be  terminated  on  the  date  specified  in  such  written  agreement.

     (d)     Legislative,  Regulatory  or  Administrative  Change.  In the event
             ----------------------------------------------------
there  shall be a change in the Medicare or Medicaid statutes, federal statutes,
state  statutes,  case  laws,  administrative  interpretations,  regulations  or
general  instructions,  the  adoption  of new federal or state legislation, or a
change  in  any  third-party  reimbursement  system, any of which are reasonably
likely  to  materially and adversely affect the manner in which either Party may
perform  or  be  compensated  for  its  services  under this Business Management
Agreement  or which shall make this Business Management Agreement or any related
agreements  unlawful  or  unenforceable,  or which would be reasonably likely to
subject  either  Party  to  this Agreement, or any member, shareholder, officer,
director,  employee,  agent  or affiliated organization to any civil or criminal
penalties  or  administrative sanctions, the Parties shall immediately use their
best  efforts  to enter into a new service arrangement or basis for compensation
for  the  services furnished pursuant to this Business Management Agreement that
complies with the law, regulation, or policy, or which minimizes the possibility
of  such  penalties,  sanctions  or  unenforceability,  and that approximates as
closely  as  possible  the economic position of the Parties prior to the change.

                                       39
<PAGE>

     6.3.     Effects  of  Termination.
              ------------------------

     (a)     Upon  termination  of  this  Business  Management  Agreement,  as
hereinabove provided, neither Party shall have any further obligations hereunder
except for (i) obligations accruing prior to the date of termination, including,
without  limitation, payment of the Management Fee relating to services provided
prior  to  the  termination  of  this  Business  Management  Agreement,  (ii)
obligations,  promises, or covenants set forth herein that are expressly made to
extend  beyond  the  Term, including, without limitation, insurance, indemnities
and non-competition provisions, which provisions shall survive the expiration or
termination  of  this Business Management Agreement, (iii) the obligation of the
Practice  described  in  Section 6.4, (iv) the obligation of Business Manager to
repay  amounts  borrowed  from  the  Account pursuant to Section 5.4(a), (v) the
obligation  of the Practice to repay amounts advanced by Business Manager to the
Practice,  and  (vi)  the  obligations set forth in paragraph (b) of the section
6.3.  In  effectuating  the  provisions  of  this  Section  6.3,  the  Practice
specifically  acknowledges and agrees that if this Business Management Agreement
terminates  pursuant  to Sections 6.2(b) or (d), Business Manager shall continue
for  a  period not to exceed ninety (90) days to exclusively collect and receive
on  behalf  of  the  Practice  all  cash collections from accounts receivable in
existence at the time this Business Management Agreement is terminated, it being
understood  that  (a)  such  cash collections may be used to compensate Business
Manager  for  Management  Services  rendered  prior  to  the termination of this
Business  Management  Agreement,  (b)  Business Manager shall not be entitled to
collect  accounts  receivables  after  the termination date if this Agreement is
terminated pursuant to Section 6.2(a), and (c) the Business Manager shall deduct
from such cash collections any other amounts owed to Business Manager under this
Business  Management  Agreement,  including, without limitation, (i) ten percent
(10%) of such cash collections as its Management Fee during any period after the
termination  of  this  Business  Management Agreement while such collections are
taking place, (ii) any reasonable costs incurred by Business Manager in carrying
out  the  post  termination procedures and transactions contemplated herein, and
(iii) any adjustments pursuant to Section 3.10(b).  Business Manager shall remit
remaining  amounts  from  such  collection  activities, if any, to the Practice.
Upon the expiration or termination of this Business Management Agreement for any
reason or cause whatsoever, Business Manager shall surrender to the Practice all
books  and  records  pertaining to the Practice's optometry practices.  All sums
received  or  collected  by  either  Party  after termination for Adjusted Gross
Revenues  earned  prior  to  termination  shall be split in accordance with this
Section  6.3.

     (b)     If  this  Business  Management  Agreement  is eventually held to be
unlawful  or  unenforceable  due  to  health  care regulatory matters (and/or if
efforts  are  made to achieve such a result) and the Parties are unable to enter
into  a  new  service  arrangement  as  contemplated  by  paragraph 8.14 of this
Business  Management  Agreement,  then  (i.)  if the Practice sought to have the
Business Management Agreement held unlawful or unenforceable, the Practice shall
disgorge  to  the  Business  Manager the amount received as consideration by the
Practice and/or the Shareholders in connection with the Acquisition Transaction,
(ii)  if  the  Business Manager sought to have the Business Management Agreement
held unlawful or unenforceable, the Practice may keep the entire amount received
as  consideration by the Practice and/or the Shareholders in

                                       40
<PAGE>

connection  with  the  Acquisition  Transaction  despite  the termination of the
Business  Management  Agreement  and  notwithstanding  the  terms  of  any other
documents  relating  to  the  Acquisition  Agreement, and (iii) if a third party
sought to have the Business Management Agreement held unlawful or unenforceable,
the  Practice  may  keep  the  entire  amount  received  as consideration by the
Practice  and/or the Shareholders in connection with the Acquisition Transaction
despite the termination of the Business Management Agreement and notwithstanding
the  terms  of  any  other  documents  relating  to  the  Acquisition Agreement.

     6.4.     Purchase  Obligation.  Upon expiration of this Business Management
              --------------------
Agreement  in  accordance  with  Section  6.1  or  termination  of this Business
Management  Agreement  by Business Manager, or upon a violation of covenants not
to  compete  pursuant to Section 4.8, the Practice shall upon Business Manager's
demand:

     (a)     Pay  to  Business  Manager the difference between the consideration
received in the Acquisition Transaction minus the book value of the net tangible
assets  (for  purposes  of  such repurchase obligations such difference shall be
amortized  over  a  forty  (40)  year  period),  deferred charges, and all other
amounts on the books of the Business Manager relating to the Business Management
Agreement,  as  such  amounts  shall  be established pursuant to the Acquisition
Transaction  and  including  amounts,  if  any,  for  the covenants described in
Section  4.8  above, as adjusted through the last day of the month most recently
ended  prior  to the date of such termination in accordance with GAAP to reflect
amortization  or  depreciation  of  the  intangible assets, deferred charges, or
covenants;

     (b)     Purchase  from  Business  Manager any real estate owned by Business
Manager  and used as an Office at the greater of the appraised fair market value
thereof  or the then book value thereof.  In the event of any repurchase of real
property,  the  appraised  value shall be determined by Business Manager and the
Practice, each selecting a duly qualified appraiser, who in turn will agree on a
third  appraiser.  This  agreed-upon appraiser shall perform the appraisal which
shall  be binding on both Parties.  In the event either Party fails to select an
appraiser within fifteen (15) days of the selection of an appraiser by the other
Party,  the  appraiser  selected  by the other Party shall perform the appraisal
which  shall  be  binding  on  both  Parties;

     (c)     Purchase  at  book  value all improvements, additions, or leasehold
improvements  that  have  been  made  by Business Manager at any Office and that
relate  principally  to  the performance of Business Manager's obligations under
this  Business  Management  Agreement;

     (d)     Assume  all  contracts and leases and the Practice's pro rata share
of  all  debts  and  payables  that are obligations of Business Manager and that
relate  principally  to  the performance of Business Manager's obligations under
this  Business  Management  Agreement  or  the properties leased or subleased by
Business  Manager;  provided, however, that the Practice shall only be obligated
to  assume  such  contacts  and leases if the Practice will be able to enjoy the
benefits  of  the  contracts  and  leases  following  such  assumption;

                                       41
<PAGE>

     (e)     Purchase  from  Business Manager at book value all of the equipment
leased to the Practice, including all replacements and additions thereto made by
Business  Manager  pursuant  to  the  performance  of its obligations under this
Business  Management  Agreement,  and  all other assets, including inventory and
supplies,  tangibles and intangibles, set forth on the books of Business Manager
as  adjusted  through the last day of the month most recently ended prior to the
date  of  such  termination in accordance with GAAP to reflect operations of the
Office, depreciation, amortization, and other adjustments of assets shown on the
books  of  Business  Manager;  and

     (f)     Cause  to be executed by Shareholders of the Practice such personal
guaranties  and  any security agreements reasonably required by Business Manager
in  connection with the purchase described in this Section 6.4.  For purposes of
this  Section 6.4(f), the term "Shareholders" shall mean any individual who is a
Shareholder  of the Practice on the date that notice is given of the termination
of  this  Business  Management  Agreement and any additional individual who is a
Shareholder  of  the  Practice on the effective date of this Business Management
Agreement.  However, such obligations of personal guaranties by the Shareholders
existing  upon  the  execution  hereof  shall  expire  upon the earlier of their
substitution  as  a  shareholder  by  a  designee  of  Business  Manager, or the
expiration of any covenants not to compete as to them personally as contemplated
hereunder.

     Any  future  Shareholders  of  the Practice not existing on this date shall
upon  becoming  a  Shareholder  of the Practice, execute and deliver to Business
Manager  an undertaking to comply with this Section 6.4(f) which shall be in the
form  of  Exhibit  6.4(f).  The  future  Shareholders  shall  not permit without
          ---------------
Business  Manager  Consent,  during  any three (3) year period during which this
Agreement  is  in  effect,  the  transfer  of  over  fifty  percent (50%) of the
ownership  interests  of  the  Practice, except in cases of death, disability or
retirement  of such transferring Shareholders.  Notwithstanding any provision in
this  Business  Management  Agreement  to  the  contrary,  the  Business Manager
acknowledges  that  the  current  Shareholders  of  the Practice will eventually
depart  from the Practice and that replacement shareholders will be substituting
for  them  and  further  acknowledges  that  it would be unfair to penalize such
departing  Shareholder  for  the  actions  of the Practice after such departure.
Therefore,  the  Business  Manager shall not hold any such departing Shareholder
responsible for any damages, penalties, losses or costs suffered by the Practice
or any terminating/substituting Shareholders as a result of the actions taken by
or  omitted to be taken by the Practice after the time the departing Shareholder
has  departed from the Practice (whether such Practice damages occur as a result
of  a  claim  made  by  the  Business  Manager  or  any  other  third  party).

     6.5.     Purchase  Option.  Upon  termination  of  this Business Management
              ----------------
Agreement  by  the  Practice  pursuant  to Section 6.2(a), the Practice shall be
released from the restrictive covenants in Section 4.8 and shall have the option
but  not  the  obligation  to  do  all  or  none  of  the  following:

     (a)     Pay  to  Business  Manager the difference between the consideration
received in the Acquisition Transaction minus the book value of the net tangible
assets  (for  purposes  of  such repurchase obligations such difference shall be
amortized  over  a  forty  (40)  year  period),

                                       42
<PAGE>

deferred  charges,  and  all  other amounts on the books of the Business Manager
relating  to  the  Business  Management  Agreement,  as  such  amounts  shall be
established  pursuant  to  the Acquisition Transaction and including amounts, if
any,  for  the covenants described in Section 4.8 above, as adjusted through the
last  day of the month most recently ended prior to the date of such termination
in  accordance  with  GAAP  to  reflect  amortization  or  depreciation  of  the
intangible  assets,  deferred  charges,  or  covenants;

     (b)     Purchase  from  Business  Manager any real estate owned by Business
Manager  and used as an Office at the greater of the appraised fair market value
thereof  or the then book value thereof.  In the event of any repurchase of real
property,  the  appraised  value shall be determined by Business Manager and the
Practice, each selecting a duly qualified appraiser, who in turn will agree on a
third  appraiser.  This  agreed-upon third appraiser shall perform the appraisal
which  shall  be  binding  on  both Parties.  In the event either Party fails to
select an appraiser within fifteen (15) days of the selection of an appraiser by
the  other  Party,  the  appraiser selected by the other Party shall perform the
appraisal  which  shall  be  binding  on  both  Parties;

     (c)     Purchase  at  book  value all improvements, additions, or leasehold
improvements  that  have  been  made  by Business Manager at any Office and that
relate  principally  to  the performance of Business Manager's obligations under
this  Business  Management  Agreement;

     (d)     Assume  all  contracts and leases and the Practice's pro rata share
of  all  debts  and  payables  that are obligations of Business Manager and that
relate  principally  to  the performance of Business Manager's obligations under
this  Business  Management  Agreement  or  the properties leased or subleased by
Business  Manager;  provided, however, that the Practice shall only be obligated
to  assume  such  contracts and leases if the Practice will be able to enjoy the
benefits  of  the  contract's  and  leases  following  such  assumption;  and

     (e)     Purchase  from  Business Manager at book value all of the equipment
leased to the Practice, including all replacements and additions thereto made by
Business  Manager  pursuant  to  the  performance  of its obligations under this
Business  Management  Agreement,  and  all  other  tangible  assets,  including
inventory  and  supplies,  set  forth  on  the  books of the Business Manager as
adjusted through the last day of the month most recently ended prior to the date
of such termination in accordance with GAAP to reflect operations of the Office,
depreciation,  amortization,  and other adjustments of assets shown on the books
of  the  Business  Manager.

     The  Practice  shall  provide  notice  to Business Manager of its intent to
exercise  the option above described at the same time that the Practice provides
notice to Business Manager of the Practice's election to terminate this Business
Management  Agreement  for  cause.

     6.6.     Closing  of  Purchase.  If  the  Practice  purchases  the  assets
              ---------------------
pursuant  to  Section  6.4 or 6.5, the Practice shall pay cash for the purchased
assets;  provided,  however,  that  the Practice may also use Business Manager's
common  stock  as  consideration  for the purchased assets, which stock shall be
valued  for purposes of this Agreement as follows: (a) in the event of a Section
6.4  termination,  the  shares  shall be valued at the lower of the value on the
date  the shares were received

                                       43
<PAGE>

by  the  Shareholder (as agreed to by the parties), and the value on the date of
the  closing of this purchase, or (b) in the event of a Section 6.5 termination,
the  shares  shall  be  valued  at the higher of the value of such shares on the
dates  set  forth  in  6.6(a)  above.  The amount of the purchase price shall be
reduced  by  the  amount  of  debt  and liabilities of Business Manager, if any,
assumed  by  the  Practice  and  by  any  unpaid portion of any promissory notes
payable  by  Business Manager to any Shareholder of the Practice, which shall be
offset  against  the  purchase  price.  The Practice and all Shareholders of the
Practice  shall  execute  such  documents  as  may  be  required  to  assume the
liabilities set forth in Section 6.4(d) or Section 6.5(c) and to remove Business
Manager  from  any  liability  with  respect  to such repurchased asset and with
respect  to  any  property  leased or subleased by Business Manager. The closing
date  for the purchase shall be determined by the Parties, but shall in no event
occur  later  than  the expiration date of this Business Management Agreement if
this  Agreement  expires in accordance with Section 6.1, or sixty (60) days from
the  date  of  the  notice  of  termination  for  cause. The termination of this
Business  Management  Agreement  shall  become effective upon the closing of the
sale  of  the  assets  if  the  assets  are  purchased, and all Parties shall be
released  from any restrictive covenants provided for in Section 3.17 or Section
4.8  on  the  closing  date.  If the Practice chooses not to purchase the assets
pursuant  to  Section  6.5,  the termination shall be effective as of the notice
date given by the Practice under Section 6.2(a), at which time the parties shall
be released from the restrictive covenants in Section 3.17 and Section 4.8. From
and  after  any  termination,  each  Party  shall  provide  the other Party with
reasonable  access  of  the  books  and  records then owned by it to permit such
requesting  Party  to  satisfy reporting and contractual obligations that may be
required  of  it.

     7.     INDEMNIFICATION;  THIRD  PARTY  CLAIMS.
            --------------------------------------

     7.1.     Indemnification by the Practice.  The Practice shall indemnify and
              -------------------------------
hold  harmless  Business Manager and Business Manager's shareholders, directors,
officers,  agents  and  employees,  from  and  against  all  claims,  demands,
liabilities,  losses,  damages,  costs  and  expenses,  including  reasonable
attorneys'  fees,  resulting in any manner, directly or indirectly, (a) from the
negligent  or  intentional  acts  or  omissions  of the Practice or its members,
Shareholders, directors, officers, employees, agents or independent contractors,
including  but  not  limited  to  any such claims, demands, liabilities, losses,
damages,  costs  and  expenses  which  accrued  or  arose  prior  to the date of
execution  of  this  Business  Management  Agreement, or (b) from the Practice's
efforts  to  defend  the  termination  of  this Business Management Agreement by
Business Manager as contemplated under Section 6.3(b)(ii) or by a third party as
contemplated  under  Section  6.3(b)(iii).

     7.2.     Indemnification  by  Business  Manager.  Business  Manager  shall
              --------------------------------------
indemnify  and  hold  harmless  the  Practice,  and  the  Practice's  members,
Shareholders,  directors,  officers,  agents and employees, from and against any
and  all  claims,  demands,  liabilities,  losses,  damages, costs and expenses,
including  reasonable  attorneys'  fees,  resulting  in  any manner, directly or
indirectly,  from  the  negligent  or  intentional acts or omissions of Business
Manager  or  its  shareholders,  directors,  officers,  employees,  agents  or
independent  contractors.

     7.3.     Notice  of  Claim  for  Indemnification.  No  claims  for
              ---------------------------------------
indemnification  under  this  Agreement  relating  to  claims solely between the
Parties  shall be valid unless notice of such

                                       44
<PAGE>

claim  is delivered to the Practice (in the case of a claim by Business Manager)
or Business Manager (in the case of a claim by the Practice) within one (1) year
after  the  Party  making  such claim first obtained knowledge of the facts upon
which such claim is based. Any such notice shall set forth in reasonable detail,
to  the  extent  known  by the Party giving such notice, the facts on which such
claim  is  based  and  the  resulting  estimated  amount  of  damages.

     7.4.     Matters  Involving  Third  Parties.
              ----------------------------------

     (a)     If  the  Practice  or  Business Manager receives notice or acquires
knowledge  of  any  matter  which may give rise to a claim by another person and
which may then result in a claim for indemnification under this Agreement, then:
(i)  if  such  notice  or knowledge is received or acquired by the Practice, the
Practice  shall  promptly  notify  Business  Manager; and (ii) if such notice or
knowledge  is  received  or  acquired  by Business Manager, the Business Manager
shall  promptly  notify the Practice; except that no delay in giving such notice
shall  diminish  any  obligation under this Agreement to provide indemnification
unless  (and then solely to the extent) the Party from whom such indemnification
is  sought  is  prejudiced.

     (b)     Any Party from whom such indemnification (the "Indemnifying Party")
is  sought shall have the right to defend the Party seeking such indemnification
(the "Indemnified Party") against such claim by another person (the "Third Party
Claim")  with counsel of the Indemnifying Party's choice reasonably satisfactory
to  the  Indemnified  Party  so  long as: (i) within fifteen (15) days after the
Indemnified  Party has given notice of the Third Party Claim to the Indemnifying
Party,  the  Indemnifying  Party  notifies  the  Indemnified  Party  that  the
Indemnifying  Party  will  indemnify  the Indemnified Party from and against all
adverse consequences the Indemnified Party may suffer caused by, resulting from,
arising  out  of  or  relating  to such Third Party Claim; (ii) the Indemnifying
Party  provides  the  Indemnified Party with evidence reasonably satisfactory to
the  Indemnified  Party  that the Indemnifying Party has the financial resources
necessary  to  defend  against  the  Third  Party  Claim  and  fulfill  its
indemnification  obligations;  (iii)  the Third Party Claim seeks money damages;
(iv)  settlement  of,  or  an  adverse judgment with respect to, the Third Party
Claim  (other  than  a  medical  malpractice  claim)  is  not, in the good faith
judgment  of the Indemnified Party, likely to establish a precedential custom or
practice  adverse to the continuing business interests of the Indemnified Party;
and  (v)  the  Indemnifying  Party conducts the defense of the Third Party Claim
actively  and  diligently.

     (c)     So  long as the Indemnifying Party is conducting the defense of the
Third  Party  Claim in accordance with Section 7.4(b): (i) the Indemnified Party
may  retain  separate co-counsel at its sole cost and expense and participate in
the  defense  of  the  Third  Party  Claim; (ii) the Indemnified Party shall not
consent  to  the entry of any judgment or enter into any settlement with respect
to  the  Third  Party Claim without the prior consent of the Indemnifying Party;
and  (iii) the Indemnifying Party shall not consent to the entry of any judgment
or  enter  into any settlement with respect to the Third Party Claim without the
prior  consent  of  the  Indemnified  Party.

     (d)     If  any of the conditions specified in Section 7.4(b) is or becomes
unsatisfied,  however; (i) the Indemnified Party may defend against, and consent
to  the  entry of any

                                       45
<PAGE>

judgment  or enter into any settlement with respect to, the Third Party Claim in
any  manner  it  may  deem advisable (and the Indemnified Party need not consult
with,  or  obtain  any  consent  from,  any  Indemnifying  Party  in  connection
therewith);  (ii)  the  Indemnifying Party shall reimburse the Indemnified Party
promptly  and  periodically  for  the costs of defending against the Third Party
Claim  (including reasonable attorneys' and accountants' fees and expenses); and
(iii)  the  Indemnifying  Party  shall  remain  responsible  for  any  adverse
consequences the Indemnified Party may suffer caused by, resulting from, arising
out  of  or relating to such Third Party Claim to the fullest extent provided in
this  Agreement.

     7.5.     Settlement.  Except as permitted by Section 7.4, a Party shall not
              ----------
compromise  or  settle  any  claim  for  which  the  other Party is obligated to
indemnify  it  without  the  written  consent  of  such  Party.

     7.6.     Cooperation.  The  Indemnified  Party  shall  make  available  all
              -----------
information and assistance that the Indemnifying Party may reasonably request in
conjunction  with  assessing,  defending  and  settling  said  claim.

     8.     MISCELLANEOUS.
            -------------

     8.1.     Administrative Services Only.  Nothing in this Business Management
              ----------------------------
Agreement  is  intended  or  shall  be  construed  to  allow Business Manager to
exercise  control, authority or direction over the manner or method by which the
Practice  and  its Professionals perform Professional Eye Care Services or other
professional  health  care services.  The rendition of all Professional Eye Care
Services,  including,  but not limited to, the prescription or administration of
medicine  and  drugs,  shall  be the sole responsibility of the Practice and its
Professionals,  and Business Manager shall not interfere in any manner or to any
extent therewith.  Nothing contained in this Business Management Agreement shall
be  construed to permit Business Manager to engage in the practice of optometry,
it  being  the  sole  intention  of  the  Parties hereto that the services to be
rendered  to  the  Practice  by  Business  Manager are solely for the purpose of
providing  non-optometric management and administrative services to the Practice
so  as  to  enable  the  Practice  to  devote  its full time and energies to the
professional  conduct  of  its  professional  eye care practice and provision of
Professional  Eye  Care  Services  to  its patients and not to administration or
practice  management.

     8.2.     Status  of  Independent  Contractor.  It is expressly acknowledged
              -----------------------------------
that  the  Parties  hereto  are  "independent  contractors," and nothing in this
Business  Management  Agreement  is  intended  and nothing shall be construed to
create  an  employer/employee, partnership, or joint venture relationship, or to
allow either to exercise control or direction over the manner or method by which
the  other  performs  the  services that are the subject matter of this Business
Management Agreement; provided always that the services to be provided hereunder
shall  be  furnished  in  a  manner consistent with the standards governing such
services  and  the provisions of this Business Management Agreement.  Each Party
understands and agrees that (i) the other will not be treated as an employee for
federal tax purposes, (ii) neither will withhold on behalf of the other any sums
for  income  tax,  unemployment  insurance,  social  security,  or  any  other
withholding  pursuant to any law

                                       46
<PAGE>

or  requirement  of  any governmental body or make available any of the benefits
afforded  to  its  employees,  (iii)  all  of  such  payments, withholdings, and
benefits,  if  any,  are  the  sole  responsibility  of  the Party incurring the
liability, and (iv) each will indemnify and hold the other harmless from any and
all  loss  or liability arising with respect to such payments, withholdings, and
benefits,  if  any.

     8.3.     Notices.  Any  notice,  demand,  or  communication  required,
              -------
permitted,  or  desired  to be given hereunder shall be deemed effectively given
when  in  writing  and  personally  delivered  or mailed by prepaid certified or
registered  mail,  return  receipt  requested,  addressed  as  follows:

    The  Practice: Charles M. Cummins, O.D. and Elliot L. Shack, O.D., P.A.
                   1255  Broad  Street
                   Bloomfield,  New  Jersey  07003
                   Attention: Elliot L. Shack, O.D. and Charles M. Cummins, O.D.

    With a  copy to: H. Glenn  Tucker
                    Greenberg,  Dauber  &  Epstein,  a  professional corporation
                    Suite  600
                    One  Gateway  Center
                    Newark,  New  Jersey  07102-5311

    Business Manager: Vision  Twenty-One,  Inc.
                    7209  Bryan  Dairy  Road
                    Largo,  Florida
                    Attention:  Richard  T.  Welch,  CFO

    With a copy to: Darrell  C.  Smith,  Esq.
                    Shumaker,  Loop  &  Kendrick,  LLP
                    101  East  Kennedy  Boulevard
                    Suite  2800
                    Tampa,  Florida  33602

or  to  such other address, or to the attention of such other person or officer,
as  any  party  may  by  written  notice  designate.

     8.4.     Governing  Law.  This  Business  Management Agreement shall in all
              --------------
respects  be  governed, interpreted and construed in accordance with the laws of
the  State  without  giving  effect to principles of comity or conflicts of laws
thereof.

     8.5.     Jurisdiction  and Venue.  Business Manager and the Practice hereby
              -----------------------
consent  to  the personal jurisdiction and venue of the state and federal courts
in  the  judicial circuit where the Practice has its principal corporate office,
and do hereby waive all questions of personal jurisdiction and venue, including,
without  limitation,  the  claim  or  defense  that  such  courts  constitute an
inconvenient  forum.

                                       47
<PAGE>

     8.6.     Assignment.  Except  as may be herein specifically provided to the
              ----------
contrary,  this  Business Management Agreement shall inure to the benefit of and
be  binding  upon the Parties hereto and their respective legal representatives,
successors,  and  assigns;  provided,  however, that the Practice may not assign
this Business Management Agreement without the prior written consent of Business
Manager,  which  consent  may  be  withheld.  The  sale,  transfer,  pledge,  or
assignment  of  any  of  the  ownership interests held by any Shareholder of the
Practice, the sale of any material portion of its assets by the Practice, or the
issuance  by  the  Practice  of  voting  ownership interests to any other person
(except  to designee Shareholders pursuant to the Transition Agreement and Stock
Pledge),  or  any  combination  of  such  transactions  such  that  the existing
Shareholders  in the Practice, or designees pursuant to the Transition Agreement
and  Stock  Pledge,  fail  to maintain a majority of the voting interests in the
Practice  shall  be deemed an attempted assignment by the Practice, and shall be
null  and  void  unless consented to in writing by Business Manager prior to any
such transfer or issuance (unless Business manager has not successfully found an
Optometrist  to  acquire  Shareholder's  stock  as required under the Transition
Agreement  and Stock Pledge).  Any breach of this provision, whether or not void
or  voidable,  shall  constitute  a  material  breach of the Business Management
Agreement,  and in the event of such breach, Business Manager may terminate this
Business  Management  Agreement  upon  twenty-four  (24)  hours'  notice  to the
Practice  and  shall  have  all rights available at law or in equity.  Except as
otherwise  provided  in  this Agreement, Business Manager may assign or transfer
its  rights and obligations under this Business Management Agreement only in the
following  situations: (a) pursuant to a merger of Business Manager into another
entity  or  the sale of substantially all of the assets of Business Manager to a
health  care  company;  (b)  pursuant  to  the  sale  of  all of the health care
contracts  of  Business Manager within a multistate region in which the Practice
is located with the Practice's consent, which shall not be unreasonably withheld
and  which may not be withheld where the proposed assignment or transfer is to a
healthcare  practice  management  company  with  similar  or  greater  financial
standing,  expertise  and  service capabilities to that of Business Manager; (c)
pursuant  to  a  transfer  or  assignment  of  this Agreement to one of Business
Manager's  subsidiaries or parent organizations; or (d) pursuant to any transfer
or  assignment  to  or by any financial lender of the Business Manager, and this
Agreement  is  subordinate  to the rights of such lender.  After such assignment
and  transfer, the Practice agrees to look solely to such assignee or transferee
for  performance  of  this Business Management Agreement.  In addition, Business
Manager  or  the assignee or transferee shall have the right to (i) collaterally
assign  its  interest  in  this  Business  Management Agreement and its right to
collect  Management  Fees  hereunder to any financial institution or other third
party  without  the  consent  of the Practice, and (ii) subject to the foregoing
provisions,  assign  its  rights  and  obligations  hereunder to any third party
without the consent of the Practice.  In the event that Business Manager assigns
its  rights  and  obligations  hereunder  to  one  or  more of its subsidiaries,
Business  Manager  shall  unconditionally  guaranty  the  obligations  of  such
subsidiary  or  subsidiaries.  The  Practice and executing Shareholders agree to
execute  in  the  future  any  and  all  documentation  reasonably  required  to
subordinate  their  rights  pursuant  to  this  Section 8.6 to that of a lender.

     8.7.     Legal  Process.  The  Parties  shall use good faith negotiation to
              --------------
resolve  any  controversy, dispute or disagreement arising out of or relating to
this  Business  Management  Agreement  or the breach of this Business Management
Agreement.  Except  as  otherwise  provided

                                       48
<PAGE>

herein  and  except  as  it  relates  to  Sections  4.7 and 4.8 of this Business
Management  Agreement  and  except for matters which are to be determined by the
Local  Advisory  Council  and/or the National Appeals Council as contemplated in
this Business Management Agreement, any matter not resolved by negotiation shall
be  submitted to non-binding mediation conducted in accordance with the American
Arbitration  Association's  Commercial Mediation Rules. If the mediation process
fails to resolve the dispute, either parties may seek such legal redress as they
choose.

     8.8.     Waiver  of  Breach.  The  waiver  by  either  Party of a breach or
              ------------------
violation  of  any  provision  of  this  Business Management Agreement shall not
operate  as, or be construed to constitute, a waiver of any subsequent breach of
the  same  or  another  provision  hereof.

     8.9.     Enforcement.  In the event either Party resorts to legal action to
              -----------
enforce  or  interpret  any provision of this Business Management Agreement, the
prevailing  Party  shall  be  entitled to recover the costs and expenses of such
action  so  incurred, including, without limitation, reasonable attorneys' fees.

     8.10.     Gender  and  Number.  Whenever  the  context  of  this  Business
               -------------------
Management  Agreement requires, the gender of all words herein shall include the
masculine,  feminine,  and  neuter,  and  the  number  of all words herein shall
include  the  singular  and  plural.

     8.11.     Additional  Assurances.  Except  as  may  be  herein specifically
               ----------------------
provided  to  the contrary, the provisions of this Business Management Agreement
shall  be self-operative and shall not require further agreement by the Parties;
provided, however, at the request of either Party, the other Party shall execute
such  additional instruments and take such additional acts as are reasonable and
as  the  requesting  Party  may  deem  necessary  to  effectuate  this  Business
Management  Agreement.

     8.12.     Consents,  Approvals,  and Exercise of Discretion.  Whenever this
               -------------------------------------------------
Business  Management  Agreement  requires any consent or approval to be given by
either Party, or either Party must or may exercise discretion, the Parties agree
that such consent or approval shall not be unreasonably withheld or delayed, and
that  such  discretion  shall  be  reasonably  exercised.

     8.13.     Force  Majeure.  Neither Party shall be liable or deemed to be in
               --------------
default  for  any delay or failure in performance under this Business Management
Agreement  or  other  interruption  of  service  deemed  to  result, directly or
indirectly, from acts of God, civil or military authority, acts of public enemy,
war  accidents,  fires,  explosions,  earthquakes,  floods,  failure  of
transportation, strikes or other work interruptions by either Party's employees,
or  any other similar cause beyond the reasonable control of either Party unless
such  delay  or  failure in performance is expressly addressed elsewhere in this
Business  Management  Agreement.  Notwithstanding  the  same, the Parties hereto
agree  to  continue  this  Agreement  to  the  best  degree  they can so long as
reasonably  possible  and the Practice shall not be excused from its obligations
under  Sections  4.2,  6.4  and  6.6  pursuant  to  this  Section  8.13.

                                       49
<PAGE>

     8.14.     Severability.  The  Parties  hereto  have negotiated and prepared
               ------------
the  terms  of  this Business Management Agreement in good faith with the intent
that each and every one of the terms, covenants and conditions herein be binding
upon  and  inure  to the benefit of the respective Parties.  Accordingly, if any
one  or more of the terms, provisions, promises, covenants or conditions of this
Business  Management  Agreement  or  the  application  thereof  to any person or
circumstance  shall  be  adjudged  to any extent invalid, unenforceable, void or
voidable  for  any  reason whatsoever by a court of competent jurisdiction or an
arbitration  tribunal,  such provision shall be reformed, construed and enforced
as  if  such unenforceable provision had not been contained herein, and each and
all  of  the  remaining terms, provisions, promises, covenants and conditions of
this  Business  Management  Agreement  or  their application to other persons or
circumstances  shall  not be affected thereby and shall be valid and enforceable
to  the fullest extent permitted by law.  To the extent this Business Management
Agreement is in violation of applicable law, then the Parties agree to negotiate
in good faith to amend the Business Management Agreement, to the extent possible
consistent  with  its  purposes,  to  conform  to  law.

     8.15.     Press  Releases  and  Public  Announcements.  Except as otherwise
               -------------------------------------------
required by law or by applicable rules of any securities exchange or association
of securities dealers, neither the Practice nor the Business Manager shall issue
any  press  release,  make  any  public  announcement  or otherwise disclose any
information  for  the  purpose  of  publication by any print, broadcast or other
public  media,  relating  to  the  transactions  contemplated by this Agreement,
without  the  prior  approval  of  the  other  Party.

     8.16.     Divisions  and  Headings.  The  divisions  of  this  Business
               ------------------------
Management  Agreement  into  articles,  sections, and subsections and the use of
captions  and  headings  in  connection therewith are solely for convenience and
shall  not  affect  in  any  way  the meaning or interpretation of this Business
Management  Agreement.

     8.17.     Amendments and Execution.  This Business Management Agreement and
               ------------------------
any  amendments  hereto  shall  be in writing and executed in multiple copies on
behalf  of  the  Practice by its President, and on behalf of Business Manager by
its President.  Each multiple copy shall be deemed an original, but all multiple
copies  together  shall  constitute  one  and  the  same  instrument.

     8.18.     Licenses,  Permits  and  Certificates.  Business  Manager and the
               -------------------------------------
Practice  shall each obtain and maintain in effect, at all times during the term
of  this  Business  Management Agreement, all licenses, permits and certificates
required  by  law  which  are  applicable to the performance of their respective
obligations  pursuant  to  this  Business  Management  Agreement.

     8.19.     No  Third  Party  Beneficiaries.  Except  as  otherwise  provided
               -------------------------------
herein,  this  Business  Management  Agreement  shall  not  confer any rights or
remedies  upon any person other than Business Manager and the Practice and their
respective  successors  and  permitted  assigns.

     8.20.     Compliance  with  Applicable  Laws.  Business  Manager  and  the
               ----------------------------------
Practice  shall  comply  with  all  applicable  federal,  state  and local laws,
regulations,  rules  and  restrictions in the conduct of their obligations under
this  Business  Management  Agreement.

                                       50
<PAGE>

     8.21.     Language  Construction.  The  Practice  and  Business  Manager
               ----------------------
acknowledge  that  each  Party  hereto and its counsel have reviewed and revised
this  Business  Management  Agreement  and  agree  that  the  normal  rule  of
construction  to  the effect that any ambiguities are to be resolved against the
drafting  Party  shall  not  be  employed in the interpretation of this Business
Management  Agreement.

     8.22.     Entire  Business  Management  Agreement.  With  respect  to  the
               ---------------------------------------
subject  matter  of this Business Management Agreement, this Business Management
Agreement supersedes all previous contracts and constitutes the entire agreement
between  the  Parties.  Neither  Party  shall be entitled to benefits other than
those  specified  herein.  No  prior  oral  statements  or  contemporaneous
negotiations  or  understandings  or  prior  written  material  not specifically
incorporated  herein  shall  be  of  any  force and effect, and no changes in or
additions  to  this  Business  Management  Agreement  shall be recognized unless
incorporated herein by amendment as provided herein, such amendment(s) to become
effective on the date stipulated in such amendment(s).  The Parties specifically
acknowledge  that,  in  entering  into  and  executing  this Business Management
Agreement,  the  Parties  rely  solely  upon  the representations and agreements
contained  in  this  Business  Management  Agreement  and  no  others.

     8.23.     DISCLAIMER  OF  WARRANTY.  BUSINESS  MANAGER  MAKES  NO WARRANTY,
               ------------------------
EITHER  EXPRESS OR IMPLIED, WITH RESPECT TO THE OFFICE OR ANY EQUIPMENT PROVIDED
BY  BUSINESS  MANAGER  PURSUANT  TO  THIS BUSINESS MANAGEMENT AGREEMENT, AND ALL
WARRANTIES  OF  MERCHANTABILITY  AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY
EXPRESSLY  DISCLAIMED.

     8.24.     Transition  Agreement  and  Stock Pledge.  Contemporaneously with
               ----------------------------------------
the  execution  of  this  Agreement  and  to  ensure the continued viability and
production  of the Practice, the Parties hereto have executed and delivered that
certain  Transition Agreement and Stock Pledge attached as Exhibit 8.24 pursuant
                                                           ------------
to  which  the  Shareholders  have  agreed to pledge all of the shares of common
stock  of the Practice to the Business Manager and have agreed that the Business
Manager shall be entitled to designate a replacement Professional to acquire all
such  shares  of  common  stock  of the Practice in return for payment of a fair
value  for  such  stock.

     8.25.     Limitation  on  Responsibility  of  Departing  Shareholders.
               -----------------------------------------------------------
Notwithstanding  any  provision  in  this  Business  Management Agreement to the
contrary, the Business Manager acknowledges that the current Shareholders of the
Practice  will  eventually  depart  from  the  Practice  and  that  replacement
shareholders  will  be  substituting  for  them and further acknowledges that it
would  be  unfair  to penalize such departing Shareholder for the actions of the
Practice  after  such departure.  Therefore, the Business Manager shall not hold
any such departing Shareholder responsible for any damages, penalties, losses or
costs suffered by the Practice or any terminating/substituting Shareholders as a
result  of  the  actions  taken or omitted to be taken by the Practice after the
time  the  departing  Shareholder  has  departed from the Practice (whether such
Practice  damages  occur  as a result of a claim made by the Business Manager or
any  other  third  party).

                                       51
<PAGE>

     8.26.     Authority.  Business  Manager and the Practice hereby warrant and
               ---------
represent  to  each  other  that  they have the requisite corporate authority to
execute and deliver this Business Management Agreement in their respective name.

                                       52
<PAGE>

     IN  WITNESS  WHEREOF,  the  Practice  and Business Manager have caused this
Business  Management  Agreement  to  be  executed  by  their  duly  authorized
representatives,  all  as  of  March  31,  1998.

                                   "PRACTICE"

                              Charles  M.  Cummins,  O.D.
                              and  Elliot  L.  Shack,  O.D.,  P.A.

                              By:_____________________________________
                                   Charles  M.  Cummins,  O.D., as its President

                               "BUSINESS MANAGER"

                              Vision  Twenty-One,  Inc.

                              By:_____________________________________
                                   Richard  T.  Welch,  Chief  Financial Officer


     The  undersigned is executing this Agreement for the purposes of reflecting
its  approval  of  those  matters  specifically  and  expressly contained herein
relative  to  it.

                          ELLIOT L. SHACK, O.D., P.A.

                              By:_____________________________________
                                   Elliot  L.  Shack,  President

                                       53
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