SUNTRUST                                                   Promissory Note
   $  2,500,000.00                                    As of December 31, 1996

        The undersigned (whether or one or more hereinafter called "Maker"),
   jointly and severally, promise(s) to pay to the order of SUNTRUST BANK,
   TAMPA BAY, a Florida banking corporation (herein called "Bank") at its
   offices located at 401 East Jackson Street, Tampa, Florida 33602, TWO
   MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00), together
   with interest from the date hereof at the rate hereinafter provided, and
   applicable fees in the following manner.

   Repayment Schedule:

   [X]  Single Payment  Principal due in Full On: December 31, 1997
                        Interest Payable:  monthly on the last day of each
                        month, and at maturity.

   [ ]  Installment     (including interest): In ______  __________________
        Payment                                   (No.)        (Period)

                        Installments of $__________________ commencing on
                        _________________, 19___, and on the same day of each
                        successive ____________ thereafter, together with a
                        FINAL PAYMENT of $____________________ due and
                        payable on _________________, 19____.

   [ ]  Installment     (plus interest): _______   ________________________
        Period                            (No.)           (Period)

                        Principal installments of $____________, plus
                        interest, commencing on _______________, 19___, and
                        on the same day of each successive ________________
                        thereafter, together with a FINAL PAYMENT of
                        $____________________, plus accrued interest due and
                        payable on _____________, 19___.

   [ ]  Multiple        Principal and interest are payable as follows:_______
        Payment         _____________________________________________________
                        _____________________________________________________

   [ ]  ON DEMAND       Principal payable ON DEMAND with Interest payable
                        ___________________ commencing on ___________________
                        and each ________________ thereafter.

   [ ]  Prepayment      Bank shall have the absolute and unconditional right,
        Right           at its sole discretion, to require Maker to pay the
                        entire loan balance, along with accrued unpaid
                        interest at any time after the sixty-first (61st)
                        month from the note date.  If the bank elects to
                        exercise such right of payment, Bank will provide
                        Maker ninety (90) days prior written notice of its
                        intention to demand payment.  If Bank does not
                        exercise such right of payment, the loan balance
                        outstanding, along with accrued unpaid interest is
                        due and payable on the one hundred twentieth (120th)
                        installment.

   The Interest Rate Is As Follow:    [ ] If checked here, the interest rate
   provided herein shall be computed on the basis of a 365 day year and shall
   be calculated for the actual number of days elapsed.  If not checked, the
   interest rate shall be computed on the basis of a 360 day year and shall
   be calculated for the actual number of days elapsed.
   Variable Interest Rate
   [X]  Not applicable
   [ ]  Applicable, provided however that the interest rate charged hereunder
        shall never exceed the maximum rate allowed, from time to time, by
        law.  If the loan is for a consumer purpose and is secured by a
        dwelling, the maximum interest rate charged will never exceed 18% per
        annum or the state usury ceiling, whichever is less.
   If applicable, the interest rate stated herein shall, from time to time,
   automatically increase or decrease so that at all times it shall be
   equivalent to (check appropriate box and complete):
   [ ]  ____% over the annual interest rate announced by SUNTRUST BANKS OF
   FLORIDA, INC., from time to time, as the prime rate (which interest rate
   is only a bench mark, is purely discretionary and is not necessarily the
   best or lowest rate charged borrowing customers of any subsidiary bank of
   Sun Banks, Inc.).  Any such change in prime rate will increase or decrease
   your periodic interest payments.  Any change in prime rate shall be
   effective at the beginning of the business day on which such change is
   announced; or,
   [ ]  ____% over the ____________________________________________________
        ___________________________________________________________________

   FIXED RATE  [ ] Applicable at 5.35% per annum, simple interest.  [ ] Not
               Applicable.
   LATE CHARGE If a payment is over 10 days late, you may be charged 5% of
   FEE         such payment as a late charge.  A payment which is not
               received on the due date shall be deemed late.
   SERVICE FEE A service fee of the lesser of $50.00 or 2 percent of the
               principal amount of this loan will be charged.  The service
               fee charge will not be refunded in the event of prepayment.
   ADDITIONAL  The Bank may charge various additional fees for servicing or
   FEES        processing the loan.  The name of the fee shall describe the
               work performed.
        In the event any installment of principal or interest or any part
   thereof is not paid when it becomes due, or in the event of any default
   thereunder, the principal sum remaining unpaid hereunder, together with
   all accrued and past due interest thereon, shall immediately and without
   notice become due and payable at the election of the holder at any time
   thereafter.
        Notwithstanding any rate of interest provided herein, the interest
   rate on any payment or payments of principal or interest, or any part
   thereof, which is not made when due shall, thereafter, be at 3% over the
   prime rate announced by SunTrust Banks of Florida, Inc. as described
   above, but not to exceed the maximum amount permitted by law. Minimum
   interest of $10.00 on any single payment loan or $15.00 on any installment
   loan will be charged.
   This note is [X] SECURED  [ ] UNSECURED  (Notwithstanding the fact that
   this note is marked 'unsecured,' Maker understands and agrees that any
   other security interest the Bank now holds or may hereafter acquire from
   the Maker may secure this note).
        As security for the payment of this note Maker has pledged or
   deposited with Bank and hereby grants to Bank a security interest in the
   following property:  initially a deposit account of Maker at Bank in the
   amount of $2,500,000.00 entitled "SunTrust Bank, Tampa Bay, in Escrow for
   Vision Health Care, Inc.," and any proceeds thereof, and thereafter, a
   certificate of deposit in the face amount of $2,500,000.00 issued by
   SunTrust Bank, Tampa Bay in the name of Maker, and any replacement
   thereof, together with all proceeds thereof (including all cash, stock and
   other dividends and all rights to subscribe for securities incident to,
   declared, or granted in connection with such property and including any
   returned or unearned premiums from any insurance financed hereunder),
   which property, together with all additions and substitutions hereafter
   pledged or deposited with Bank, is called the Collateral.  The Collateral
   is also pledged as security for all other liabilities (primary, secondary,
   direct, contingent, sole, joint, or several), due or to become due or
   which may be hereafter contracted or acquired, of each Maker (including
   each Maker and any other person) to Bank and for all renewals, extensions
   or modifications of this note.  The surrender of this note, upon payment
   or otherwise, shall not affect the right of Bank to retain the Collateral
   for such other liabilities.
        Lender may request periodically as it deems necessary, complete and
   current financial statements, balance sheets, profit and loss statements,
   and cash flow information for Maker and Cosigner.
        Maker understands and agrees that the jury waiver, the additional
   agreements and provisions on the reverse side hereof, hereby incorporated
   by reference, constitute agreements of the Maker and a part of this note.
   Maker acknowledges receipt of a completed copy of this note.
        Notice to Cosigner:  You are being asked to guarantee this debt.
   Think carefully before you do.  If the borrower doesn't pay the debt, you
   will have to.  Be sure you can afford to pay if you have to, and that you
   want to accept this responsibility.
        You may have to pay up to the full amount of the debt if the borrower
   does not pay.  You may also have to pay late fees or collection costs, which
   increase this amount.
        The Bank can collect this debt from you without first trying to collect
   from the borrower.  The Bank can use the same collection methods against you
   that can be used against the borrower, such as suing you, garnishing your
   wages, etc.  If this debt is ever in default, the fact may become a part of
   your credit record.
        This notice is not the contract that makes you liable for the debt.

    Address:  P.O. Box 30349                           As of December 31, 1996
                                VISION HEALTH CARE,                  Date
                                  INC.              (Seal)

    Tampa, Florida 33630-3349   By:________________(Seal)  ____________________
                                   Howard J. Braverman,              Date
                                   Chairman

    __________________  __________________ __________________  ________________
         Proceeds        Document Stamps      Other Charges        Note Amount

    __________________  __________________ __________________  ________________
    Officer Initials #     Note Number       Account Number        Service Fee

        If the variable interest rate is not applicable and if this note is
   payable on demand, Bank reserves, and is hereby granted the right, to
   adjust the interest rate from time to time by furnishing Maker with
   written notice of such adjusted rate, provided, however, that no such
   adjusted rate shall exceed the maximum rate allowed, from time to time, by
   law.
        Additions to, reductions or exchanges of, or substitutions for the
   Collateral, payments on account of this note or increases of the same, or
   other loans made partially or wholly upon the Collateral, may from time to
   time, be made without affecting the provisions of this note.
        Upon the happening of any of the following events, each of which
   shall constitute a default hereunder, all liabilities of each Maker to
   Bank shall thereupon or thereafter, at the option of the Bank, without
   notice or demand, become due and payable:  (a) failure of any Obligor
   (which term shall mean and include each Maker, endorser, surety and
   guarantor of this note) to perform any agreement hereunder to pay interest
   thereon when due or requested or demanded or to pay any other liability
   whatsoever to Bank when due; (b) the death of any Obligor; (c) the filing
   of any petition under the Bankruptcy Code, or any similar federal or state
   statute, by or against any Obligor; (d) an application for the appointment
   of a receiver or the making of a general assignment for the benefit of
   creditors by, or the insolvency of any Obligor; (e) the entry of a
   judgment against any Obligor; (f) the issuing of any writ of attachment or
   writ of garnishment, or the filing of any lien, against the property of
   any Obligor; (g) the taking of possession of any substantial part of the
   property of any Obligor at the instance of any governmental authority;
   (h) the dissolution, merger, consolidation, or reorganization of any
   Obligor; (i) the assignment by any Maker of any equity in any of the
   Collateral without the written consent of Bank.
        Bank is hereby given a lien upon and a security interest in all
   property of each Maker now or at any time hereafter in the possession of
   Bank in any capacity whatsoever, including but not limited to any balance
   or share of any deposit, trust, or agent account as security for the
   payment of this note, and a similar lien upon and security interest in all
   such property of each Maker as security for the payment of all other
   liabilities of each Maker to Bank (including liabilities of each maker and
   any other person); and Bank shall have the same rights as to such property
   as it has with respect to the Collateral.
        Upon the occurrence of any default hereunder Bank shall have the
   remedies of a secured party under the Uniform Commercial Code and, without
   limiting the generality of the foregoing, Bank shall have the right,
   immediately and without further action by it, to set off against this note
   all money owed by Bank in any capacity to each or any Obligor, whether or
   not due, and also to set off against all other liabilities of each Maker
   to Bank all money owed by Bank in any capacity to each or any Maker; and
   Bank shall be deemed to have exercised such right of set-off and to have
   made a charge against any such money immediately upon the occurrence of
   such default even though such a charge is made or entered on the books of
   Bank subsequent thereto.  Unless the Collateral is perishable or threatens
   to decline speedily in value or is of a type customarily sold on a
   recognized market, the Bank will give Maker reasonable notice of the time
   and place of any public sale thereof or of the time after which any
   private sale or any other intended disposition thereof is to be made.  The
   requirement of reasonable notice shall be met if such notice is mailed,
   postage prepaid, to any maker at the address given below or at any other
   address shown on the record of the Bank, at least five days before the
   time of the sale or disposition.  Sale at a wholesale dealers' auction is
   a commercially reasonable disposition.  Upon disposition of any Collateral
   after the occurrence of any default hereunder, Maker shall be and remain
   liable for any deficiency; and Bank shall account to Maker for any
   surplus, but Bank shall have the right to apply all or any part of such
   surplus (or to hold the same as a reserve against) any and all other
   liability of each or any Maker to Bank.  The Obligors, jointly and
   severally, promise and agree to pay all costs and expenses of collection
   and reasonable attorneys' fee, including costs, expenses and reasonable
   attorneys' fees on appeal, if collected by legal proceedings or through an
   attorney at law.  Maker hereby waives any right to a trial by jury in any
   civil action arising out of, or based upon, this note or the Collateral.
        Bank shall exercise reasonable care in the custody and preservation
   of the Collateral to the extent required by applicable statute, and shall
   be deemed to have exercised reasonable care if it takes such action for
   that purpose as Maker shall reasonably request in writing, but no omission
   to do any act not requested by Maker shall be deemed a failure to exercise
   reasonable care, and no omission to comply with any request of Maker shall
   of itself be deemed a failure to exercise reasonable care.  Bank shall not
   be bound to take any steps necessary to preserve any rights in the
   Collateral against prior parties and Maker shall take all necessary steps
   for such purposes.  Bank or its nominee need not collect interest on or
   principal of any Collateral or give any notice with respect to it.
        Bank shall have the right, which may be exercised at any time whether
   or not this note is due, to notify the Obligors on any Collateral to make
   payment to Bank on any amounts due or to become due thereon.  In the event
   of any default hereunder, Bank shall thereafter have, but shall not be
   limited to, the following rights:  (i) to pledge or transfer this note and
   the Collateral and Bank shall thereupon be relieved of all duties and
   responsibilities hereunder and relieved from any and all liability with
   respect to any Collateral so pledged or transferred, and any pledgee or
   transferee shall for all purposes stand in the place of Bank hereunder and
   have all the rights of Bank hereunder; (ii) to transfer the whole or any
   part of the Collateral into the name of itself or its nominee; (iii) to
   vote the Collateral; (iv) to demand, sue for, collect, or make any
   compromise or settlement it deems desirable with reference to the
   Collateral; and (v) to take control of any proceeds of Collateral.
        I HEREBY CONSENT TO THE ATTACHMENT OR GARNISHMENT OF MY EARNINGS.
        No delay or omission on the part of Bank in exercising any right
   hereunder shall operate as a waiver of such right or of any other right
   under this note.  Presentment, demand, protest, notice of dishonor, and
   extension of time without notice are hereby waived by each and every
   Obligor.  Any notice to Maker shall be sufficiently served for all
   purposes if placed in the mail, postage prepaid, addressed to or left upon
   the premises at, the address shown below or any other address shown on the
   Bank's records.
        I waive any and all privilege and rights which I may have under
   Chapter 47, Florida Statutes, relating to venue, as it now exists or may
   hereafter be amended.  I agree that any action shall be brought in the
   County in which the Bank's business office is located as designated above
   or at which the loan was closed.
        JURY WAIVER.  MAKER AND BANK HEREBY KNOWINGLY, VOLUNTARILY,
   INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO
   A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT,
   AT LAW OR IN EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN
   CONNECTION WITH THIS AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT
   CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF
   CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
   ACTIONS OF ANY PARTY HERETO.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR
   BANK ENTERING INTO THIS AGREEMENT.  FURTHER, MAKER HEREBY CERTIFIES THAT
   NO REPRESENTATIVE OR AGENT OF BANK, NOR THE BANK'S COUNSEL, HAS
   REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BANK WOULD NOT, IN THE EVENT OF
   SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
   PROVISION.  NO REPRESENTATIVE OR AGENT OF THE BANK, NOR BANK'S COUNSEL HAS
   THE AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.

                                    Guaranty

        In addition to the liability as endorsers, which the undersigned
   hereby assume, for value received and intending to be legally bound, the
   undersigned (and if more than one, each of them jointly and severally) (a)
   hereby become surety to the payee of the within note, its successors,
   endorsees and assigns, for the payment of the within note, and hereby
   unconditionally guarantee the payment of the within note and all
   extensions or renewals thereof and all sums payable under or by virtue
   hereof including, without limitation, all amounts of principal and
   interest and all expenses (including attorney's fees) incurred in the
   collection thereof, the enforcement of rights thereunder or with respect
   to any security therefor and the enforcement hereof, and waive
   presentment, demand, notice of dishonor, protest and all other notices
   whatsoever; and (b) consent and agree (i) that all or any of the
   Collateral may be exchanged, released, surrendered or sold from time to
   time, (ii) that the payment of the note, or any of the liabilities of the
   Maker thereof, may be extended or said note renewed any number of times
   and for any period (whether or not longer than the original period of said
   note), (iii) that the holder of said note may grant any releases,
   compromises or indulgences with respect to said note or any extensions or
   renewals thereof or any security therefor or to any party liable
   thereunder or hereunder (including but not limited to failure or refusal
   to exercise one or more of the rights or remedies provided by said note),
   and (iv) that any of the provisions of said note may be modified; all
   without notice to or consent of and without affecting the liability of the
   undersigned as endorsers and sureties, and further consent and agree that
   any of the undersigned may be sued by the holder hereof with or without
   joining any of the other endorsers or makers of said note and without
   first or contemporaneously suing any such other persons, or otherwise
   seeking or proceeding to collect from them or any of them, and without
   first or contemporaneously undertaking to enforce any rights with respect
   to any security.

   The undersigned acknowledges having received and read the NOTICE TO
   CO-SIGNER appearing on the reverse side hereof.



   __________________________(Date)  ___________________________________(Seal)


   __________________________(Date)  ___________________________________(Seal)


   __________________________(Date)  ___________________________________(Seal)


   Florida Documentary Stamp Tax Required by law in the amount of $________
   Has Been Paid Or Will be Paid Directly To The Department Of Revenue
   Certificate Of Registration #___________________________________________
   ________________________________________________________________________

   [ ]  Renewal Note Stamps On Original