ASSIGNMENT OF CERTIFICATE OF DEPOSIT


        This Assignment of Certificate of Deposit is made and entered into as
   of the 2nd day of January, 1997, by VISION HEALTH CARE, INC. (hereinafter
   Borrower).

   WHEREAS, Borrower has requested a loan from SunTrust Bank, Tampa Bay
   (hereinafter SunTrust) and SunTrust has agreed to such loan subject to the
   terms and conditions of the loan documents;

   WHEREAS, the loan will be initially secured by deposit account No.
   0106020395250 titled in the name of "SunTrust Bank, Tampa Bay, in Escrow
   for Vision Health Care, Inc." at SunTrust in the principal amount of
   $2,500,000.00 (hereinafter Deposit Account);

   WHEREAS, Borrower will thereafter provide to SunTrust Certificate of
   Deposit, Customer No. 0602068788, Instrument No. 0000988, titled in the
   name of "Vision Health Care, Inc.," to be issued on January 2, 1997, by
   SunTrust Bank, Tampa Bay in the original amount of $2,500,000.00, having a
   current balance of $2,500,000.00, which Certificate of Deposit presently
   matures on December 31, 1997 (hereinafter Certificate of Deposit);
   whereupon SunTrust will release the Deposit Account.

   NOW, THEREFORE, for and in consideration of the promises and covenants
   contained herein, the sufficiency of which is acknowledged by the
   undersigned, it is agreed as follows:

        1.   SunTrust shall make a loan to Borrower in accordance with the
             terms and conditions of the promissory note, this Assignment and
             all related loan documents (hereinafter Loan Documents).

        2.   On the effective date hereof, Borrower will obtain and deliver
             to SunTrust the Certificate of Deposit, in return for the
             release by SunTrust of the Deposit Account.

        3.   Borrower conveys, assigns, pledges and transfers to SunTrust the
             Certificate of Deposit together with any additions,
             replacements, substitutions of the Certificate of Deposit and
             all interest and proceeds thereof whether now existing or at any
             time hereafter acquired in connection with such Certificate of
             Deposit.  Borrower further agrees from time to time to execute
             and deliver to SunTrust any and all documents which in the
             opinion of SunTrust are necessary to maintain said security
             interest.

        4.   In the event of default by Borrower in the performance of the
             terms and conditions of the Loan Documents, in addition to all
             other rights and remedies prescribed by the Loan Documents,
             without notice to Borrower, SunTrust shall have the right, but
             not the obligation, to liquidate the Certificate of Deposit and
             apply the proceeds received from the liquidation of the
             Certificate of Deposit against the loan.  The rights and
             remedies of SunTrust under the Loan Documents in the event of
             default by Borrower shall be cumulative.

        5.   Borrower warrants that:

             A.   There are no restrictions on disposition of the Certificate
                  of Deposit.

             B.   Borrower is the legal registered owner of the Certificate
                  of Deposit and holds full and absolute beneficial title to
                  the Certificate of Deposit free and clear of all liens,
                  charges, encumbrances and security interests of every kind
                  and nature except as follows: None.

             C.   The security interest created hereunder is a first priority
                  lien.

        6.   Borrower hereby irrevocably constitutes and appoints SunTrust as
             Borrower's agent and attorney-in-fact for the purposes of
             carrying out the provisions of this Assignment and taking any
             action and executing any interest which SunTrust or Borrower
             reasonably deems necessary or advisable to accomplish the
             purposes hereof.  The foregoing power of attorney is coupled
             with an interest and shall be terminated only upon payment in
             full of the obligation.

        7.   This Assignment is security for the loan and all other
             indebtedness of the Borrower to SunTrust whether now or
             hereafter existing, whether by way of renewal or modification,
             or whether primary, secondary, direct or indirect, by
             endorsement, guaranty or otherwise.

        8.   This Assignment shall be binding upon the Borrower, its heirs,
             personal representatives, successors and assigns and shall inure
             to the benefit of SunTrust and its successors and assigns.

                                      BORROWER

                                      VISION HEALTH CARE, INC.


                                      By:  /s/ Howard J. Braverman
                                         Howard J. Braverman
                                         Chairman