AMENDMENT TO BUSINESS MANAGEMENT AGREEMENT
                   ------------------------------------------

This  Amendment  to  the  Business Management Agreement ("Amendment") is entered
into  as  of  August 31, 1999 by and among Charles M. Cummins, O.D., P.A., a New
Jersey  professional association doing business as Eye Drx and formerly known as
Charles  M.  Cummins,  O.D.  and  Elliot  L. Shack, O.D., P.A. (the "Practice"),
Vision  Twenty-One,  Inc.,  a  Florida  corporation (the "Company"), and Eye Drx
Retail  Management,  Inc.  ("New  Business Manager"), a Delaware corporation and
indirect,  wholly-owned subsidiary of Eye Care Centers of America, Inc., a Texas
corporation  ("Purchaser").

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

     WHEREAS,  the  Company  and  the  Practice  have  entered into that certain
Business  Management  Agreement  effective  as of January 1, 1998 (the "Business
Management  Agreement")  by  and among the Company and the Practice, whereby the
Company  provides  certain  management  services  to  the  Practice;

     WHEREAS,  Purchaser  and  the  Company have entered into that certain Asset
Purchase  Agreement dated as of July 7, 1999 (the "Asset Purchase Agreement") by
and  among  Purchaser,  the  Company  and The Complete Optical Laboratory, Ltd.,
Corp.,  a  New  Jersey  corporation  and a direct wholly-owned subsidiary of the
Company  ("Subsidiary"), whereby Purchaser (or its designated subsidiaries) will
acquire  substantially  all of the assets of the Company and the Subsidiary used
in  connection with its optical retail chain operations in Minnesota, Wisconsin,
North  Dakota,  Iowa, South Dakota and New Jersey including, without limitation,
the  Business  Management  Agreement  and  the  assets  used  by  the Company in
providing  services  under  the  Business  Management  Agreement;

     WHEREAS,  Purchaser  has  designated  the  New  Business  Manager  as  its
subsidiary  to  acquire  the  assets  of  the  Company  and  Subsidiary  used in
connection  with  their  respective  businesses  in  New  Jersey;

     WHEREAS,  pursuant  to the Asset Purchase Agreement and concurrent with the
execution  hereof,  the  Company  will  assign all of its rights and obligations
under  the  Business  Management  Agreement  to New Business Manager whereby New
Business  Manager  will  be  the  Business Manager under the Business Management
Agreement,  and  the  Practice  has  consented  to  such  assignment;

     WHEREAS, the Company is a party to this Amendment solely for the purpose of
completing  the  assignment  of  the  Business  Management  Agreement to the New
Business  Manager;

     WHEREAS,  the  New Business Manager, the Company and the Practice desire to
amend  the  Business  Management  Agreement;  and

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

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

                                    ARTICLE I

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

     Section  1.1     Amendment  to  Section  5.1.  Section  5.1 of the Business
                      ---------------------------
Management  Agreement  shall  be  amended  to  read  in its entirety as follows:

     Section  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.  During the period from the date of the
Amendment  until  the  termination  of  the  Business  Management  Agreement  in
accordance  with  Section  6.1  hereof  (as  amended  by the Amendment), or such
earlier termination as provided in this Agreement, the Business Manager shall be
paid  an amount equal to 85.7% of Adjusted Gross Revenue during such period less
the  amount of the salary of Shareholder under his Employment Agreement with the
Practice  (i.e.,  $100,000  ratably over such six month period) (the "Management
Fee").  For  example,  assume  that for such six month period the Adjusted Gross
Revenue  is  $1,000,000, Practice Expenses are $150,000 and Shareholder Expenses
are $150,000 ($100,000 of which is the salary paid under Dr. Cummins' Employment
Agreement).  Also  assume  that  the  Practice Expenses and Shareholder Expenses
were incurred in the ordinary course of business during the period from the date
of  the Amendment until the termination of the Business Management Agreement and
are  consistent  with, and do not exceed, historical dollar amounts.   While the
Management  Fee  would  be  $757,000  ($857,000  less $100,000), the priority of
payment  of  the  Adjusted  Gross  Revenue  received by the Practice would be as
follows:

          1.     Practice  Expenses             $   200,000
          2.     Shareholder  Expenses          $   100,000
          3.     Management  Fee                $   700,000
                                                 -----------
                                                $ 1,000,000

     In  other  words,  the  Practice  would  be required to pay Dr. Cummins his
salary  and  the  other  ordinary  Practice  and Shareholder Expenses before the
payment  of the Management Fee.  Notwithstanding any provision in this Agreement
to  the  contrary,  the  parties  acknowledge  that  to the extent the amount of
Adjusted  Gross Revenue at the end of such six-month period that would otherwise
be  remaining after the payment of the Management Fee is insufficient to pay the
Shareholders  Expenses  and Practice Expenses incurred in the ordinary course of
business  during the period from the date of the Amendment until the termination
of  the  Business  Management  Agreement  (provided  and to the extent that such
expenses  are  consistent  with,  and do not exceed, historical dollar

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amounts), such expenses shall be paid by the Practice before, and given priority
over,  the  Management  Fee  then  due and owing. In the event that in any month
during  the  Term  an  amount  of the Management Fee is not paid to the Business
Manager  because  of  the priority given to the payment of Shareholders Expenses
and Practice Expenses pursuant to this Section, the Business Manager may recover
the  unpaid  Management  Fee  from  the  Practice  in subsequent months from the
Adjusted  Gross  Revenue  only  to the extent available after the payment of all
expenses  given priority hereunder. Notwithstanding the foregoing, any costs and
expenses  incurred  or relating to the period prior to the date of the Amendment
or  incurred  in  connection  with the dissolution or termination (or buyout) of
those  certain  partnership  agreements  between  the  Practice  and  certain
optometrists  (the  "Partnership  Agreements")  shall not be deemed Shareholders
Expenses  or  Practice  Expenses  entitled  to  priority  of  payment.

     Section  1.2     Amendment  to  Section  6.1.  Section  6.1 of the Business
                      ---------------------------
Management  Agreement  shall  be  amended  to  read  in its entirety as follows:

     6.1.  Initial  and  Renewal  Term.  Notwithstanding  any  provision in this
           ---------------------------
Agreement  to the contrary, the Term of this Business Management Agreement shall
continue  until  February  28,  2000,  at  which  time  this Business Management
Agreement shall terminate without any further action of any party hereto, unless
(i) the Practice and the Business Manager agree in writing to extend the Term of
this  Business  Management  Agreement  for  a specified time period or (ii) this
Business  Management Agreement is terminated earlier  as provided in Section 6.2
of  this  Business  Management  Agreement.

     Section 1.3     Amendment to Section 6.3(a). Section 6.3(a) of the Business
                     ---------------------------
Management Agreement shall be amended by deleting the second to last sentence of
Section 6.3(a) and by adding a new sentence to the end of Section 6.3(a) to read
in  its  entirety  as  follows:

     Notwithstanding  the  foregoing,  upon  the  termination  of  this Business
Management Agreement for any reason, at the request of the Business Manager, the
Practice  shall  immediately  transfer  all  of  the  goodwill, patient records,
confidential  and  proprietary  information,  payor  agreements,  managed  care
agreements,  optometric  equipment  (if  any),  rights  with  respect  to
confidentiality  and  non-competition  agreements  and  provisions,  and  other
intangible  assets  used  by or in the Practice as may be designated by Business
Manager  (the "Intangible Assets"), to an optometrist licensed in New Jersey (or
a  professional  corporation,  professional  limited  liability company or other
entity owned by a licensed optometrist), or other person or entity to the extent
permitted  by  applicable  law,  as  may  be designated by Business Manager (the
"Designee").  The  Designee  shall not be obligated to assume any obligations of
the  Practice  other  than performance under the provider agreements and managed
care  agreements  after  the  date of such transfers.  The Practice and Business
Manager  shall  cooperate  and use commercially reasonable efforts to obtain any
required  consents  in  connection  with such transfers of assets.  The Practice
acknowledges  that  it  has  received

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<PAGE>

adequate  and  sufficient consideration from Business Manager and the Company in
connection  with  their  consent  to  the assignment of this Business Management
Agreement  and  the  execution  of  the  Amendment  and  such  assets  shall  be
transferred  to the Designee as provided herein for no additional consideration;
provided,  however,  effective  upon  such  transfer of assets, Business Manager
shall not be entitled to recover any then unpaid Management Fee which was unpaid
due  solely to the priority given to Shareholders Expenses and Practice Expenses
pursuant  to Section 5.1 (as amended). Promptly upon such request, and from time
to  time  thereafter  if  requested  by  the Business Manager, the Practice will
execute  and  deliver  to  the Designee a bill of sale in substantially the form
attached  hereto  as  Exhibit  A,  and  such  other bills of sale, endorsements,
assignments,  releases,  and  other good and sufficient instruments of transfer,
assignment,  and  conveyance, in form satisfactory to Business Manager, as shall
be  effective  to convey to the Designee good and marketable title in and to the
Intangible  Assets.  Upon  termination  of  this  Agreement,  the Practice shall
promptly  vacate  the  premises provided by Business Manager hereunder. Business
Manager shall reimburse the Practice for any reasonable attorney's fees incurred
by  the  Practice  in connection with the transfer of assets in an amount not to
exceed  $2,000.

     Section  1.5     Amendment to Sections 6.4 and 6.5. Sections 6.4 and 6.5 of
                      ---------------------------------
the  Business  Management  Agreement  shall  be  deleted  in  its  entirety.

     Section  1.6     New Business Manager.  The parties agree that New Business
                      --------------------
Manager  shall  be the Business Manager under the Business Management Agreement.

                                   ARTICLE II

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

     Section  2.1     Other  Matters.  The Practice acknowledges and agrees that
                      --------------
neither  Purchaser  nor  New  Business  Manager  will assume any obligations and
liabilities  under  the  BMA  arising  on  or  before the date of the Amendment.
Accordingly,  neither  Purchaser nor Business Manager shall have any obligations
or  liabilities  related to, arising out of the operation of the business of the
Practice or the performance of Business Manager under the BMA on or prior to the
date  hereof  including,  without  limitation,  any  Practice  Expenses,  Office
Expenses,  Business  Manager  Expense or Shareholder Expenses.  Without limiting
the  generality  of  the  foregoing,  the  Practice acknowledges and agrees that
neither Purchaser nor New Business Manager have assumed any obligation hereunder
with  respect to the Partnership Agreements and the Practice's recourse, if any,
shall  be  solely  against  the  Company to satisfy any obligations with respect
thereto.  The rights of the Company and the Practice indemnification pursuant to
Section  7  of  the  BMA,  shall  not be affected by the Amendment, except as it
relates  to  matters  that  accrue on and after the date of this Agreement.  The
Practice  agrees  that  the  Company  is in full compliance with its obligations
under  the BMA, that it has no claim against the Company for damages of any kind
in connection with the BMA and that it is unaware of any matters that would give
rise  to a claim for indemnification under the BMA.  The Practice also agrees to
assign  to  Purchaser,  at  the

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<PAGE>

Closing,  all  of  the  Practice's  rights under its lease agreement with Pitney
Bowes  for  certain  postage  meters  and  its  lease  agreement  with  Lucent
Technologies  for  the Practice's phone system and Purchaser agrees to indemnify
the  Practice  for  any  subsequent  obligations  thereunder.

     Section  2.2     No  Further  Modification.  Except  as  hereby  amended or
                      -------------------------
modified,  the  Business  Management  Agreement  shall  remain in full force and
effect  without  modification  or change, and shall be binding upon and inure to
the  benefit  of  the  parties and their respective successors, heirs, devisees,
assigns,  legal  representatives,  executors  and  administrators.

     Section 2.3     Counterparts.  This Amendment may be executed in any number
                     ------------
of  counterparts,  each  of  which  shall be deemed an original and all of which
together  shall  constitute  one  and  the  same  instrument.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first  above  written.


                                                 EYE DRX RETAIL MANAGEMENT, INC.

                                            By:_________________________________
                                         Alan E. Wiley, Executive Vice President


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

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

                                                         VISION TWENTY-ONE, INC.

                                            By:_________________________________
                                                 Theodore N. Gillette, its Chief
                                                               Executive Officer

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<PAGE>

                                    EXHIBIT A
                                  BILL OF SALE

     This  Bill  of  Sale  (the  "Bill of Sale") is entered into this ___ day of
____,  2000  by  Charles  M.  Cummins,  O.D.,  P.A.,  a  New Jersey professional
association  doing business as Eye Drx and formerly known as Charles M. Cummins,
O.D.  and  Elliot  L.  Shack,  O.D.,  P.A.  (the  "Practice") for the benefit of
__________________  ("Acquiror")

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

     WHEREAS,  the  Practice  desires  to  assign,  transfer  and  convey to the
Acquiror  certain  of its assets in accordance with certain Business Management,
dated January 1, 1998 by and between the Practice and Eye Drx Retail Management,
Inc.,  (as successor to Vision Twenty-One, Inc.), as amended by the Amendment to
the  Business  Management  Agreement  ("Amendment")  dated  August  31,  1999;

     NOW  THEREFORE,  the  Practice  hereby  agrees  as  follows:

     1.     Transfer  of  Assets.  For  good  and  valuable consideration to the
            --------------------
Practice  in hand paid, the receipt and sufficiency of which the Practice hereby
acknowledges, the Practice hereby conveys, assigns and transfers to the Acquiror
all  of  its  right  title and interest in and to the goodwill, patient records,
confidential  and  proprietary  information,  payor  agreements,  managed  care
agreements,  optometric  equipment  (if  any),  rights  with  respect  to
confidentiality  and  non-competition  agreements  and  provisions,  and  other
intangible  assets used by or in the Practice, including, without limitation the
assets  listed  on  Exhibit  A  hereto  (collectively,  the  "Assets").

     TO  HAVE  AND  TO  HOLD the Assets unto the Acquiror and its successors and
assigns,  to  and  for  its  or  their  use  forever.

     Subject  to  any  liens  that  Vision  Twenty-One,  Inc.  or Eye Drx Retail
Management,  Inc.  has  or  may  have on the Assets, the Practice represents and
warrants  that the Practice is the true and lawful owner of the Assets, free and
clear of any liens or other encumbrances, and that the Practice will warrant and
defend  the  Acquiror's  rights  and title in and to the Assets against each and
every  person or persons whomsoever claiming or who may claim against any or all
of  the  Assets.

     IN  WITNESS  WHEREOF,  the  Practice  has  caused  this  Bill of Sale to be
executed  by  its  authorized  officer  as  of  the  date  first  above written.


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

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

                                        6
<PAGE>

                                    EXHIBIT A

                                     ASSETS

                                        7
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