FIRST AMENDMENT TO
                            ASSET PURCHASE AGREEMENT


        THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment") is
   made as of December 31, 1996 by and between VISION HEALTH CARE, INC., a
   Florida corporation whose address is 100 West Bay Street, Jacksonville,
   Florida 32202 ("Buyer"), and VISION CARE, INC., a Florida not-for-profit
   corporation whose address is 1511 N. Westshore Boulevard, Suite 1000,
   Tampa, Florida 33630 ("Seller").

                               Recitation of Facts

        A.   Buyer and Seller are parties to an Asset Purchase Agreement
   dated as of March 21, 1996 (as amended or modified, the "Agreement").

        B.   Buyer and Seller have agreed on certain amendments to the
   Agreement, including, without limitation, changing the effective date of
   the Closing (as defined in the Agreement) and the date for adjusting the
   Purchase Price (as defined in the Agreement).

                                    Agreement

        NOW, THEREFORE, in consideration of TEN DOLLARS ($10.00) and other
   good and valuable consideration, the parties hereto agree as follows:

        1.   Recitals.  The foregoing recitals are true and correct, and are
   incorporated herein by this reference.

        2.   Definitions.  The capitalized terms contained in this Amendment
   shall have the same meaning as set forth in the Agreement.

        3.   Personal Property.  Section 1.1.(b) of the Agreement is modified
   to read in its entirety as follows:

             1.1(b)    Personal Property.  All equipment, vehicles, supplies,
        furniture and all other personal property (other than personal
        property leased pursuant to personal Property Leases as defined in
        Section 1.1.(c)) owned, utilized or held for use by Seller on the
        Effective Date.

        4.   Recent Balance Sheet Liabilities.  Section 2.1.(a) of the
   Agreement is modified to read in its entirety as follows:

             2.1.(a)   Recent Balance Sheet Liabilities.  The accounts
        payable and accrued Liabilities reflected or reserved against on the
        Recent Balance Sheet (as defined in Section 4.4), but only in the
        amounts so reflected or reserved, as adjusted for obligations
        incurred and payments made in the ordinary course of business between
        the date of the Recent Balance Sheet and the Effective Date; any
        excess thereof shall continue to be the Liability of Seller.

        5.   Excess Reserve Liabilities.  Section 2.1.(c) of the Agreement is
   modified to read in its entirety as follows:

             2.1.(c)   Excess Reserve Liabilities.  Liabilities related to
        the professional fees withheld from providers' claims payments which
        were classified as part of the "surplus" in the financial statements
        referred to in Section 4.4 hereof but have been declared as
        liabilities prior to the Closing Date (the "Excess Reserve
        Liabilities").

        6.   Annual Reports.  Section 3.1 of the Agreement is hereby amended
   to read in its entirety as follows:

             3.1   Purchase Price.  The Purchase Price (the "Purchase Price")
        for the Purchased Assets shall be the appraised Fair Market Value (as
        defined in that certain valuation report prepared by Sheldrick
        McGehee & Kohler valuing Seller as of December 31, 1995) of the
        Purchased Assets, as determined by Sheldrick McGehee & Kohler, the
        business valuation firm retained by Seller, and as adjusted to
        reflect any increase or decrease in the net book value of Seller
        between December 31, 1995 and December 31, 1996 (or such other date
        as Buyer and Seller both agree to in writing).  For purposes of this
        Agreement "net book value" shall mean the difference between Seller's
        Total Assets and Total Liabilities (i.e., Total Surplus).

        7.   Closing.  The preamble of Article 14 of the Agreement is hereby
   amended to read in its entirety as follows:

             The closing of this transaction (the "Closing') shall take place
        at the offices of Foley & Lardner, 200 Laura Street, Jacksonville,
        Florida 32202, at 4:30 P.M. on December 30, 1996.  Notwithstanding
        the date of the Closing, Buyer shall not transfer the Purchase Price
        to Seller, Seller shall not transfer the Purchased Assets to Buyer
        and Buyer shall not assume the Assumed Liabilities until 12:01 A.M.
        on January 1, 1997 (the "Closing Date") which shall be the effective
        date and time of the transaction, or, to the extent necessary, as
        soon as practicable thereafter.

        8.   Expenses.  The preamble of Section 16.8.(a) of the Agreement is
   hereby amended to read in its entirety as follows:

             16.8.(a)  Expenses to be Paid by Seller.  Seller
             acknowledges that it has agreed to reimburse Buyer up
             to $300,000 to cover Buyer's actual and reasonable
             expenses associated with the transactions provided for
             in this Agreement.  In addition, Seller shall pay, and
             shall indemnify, defend and hold Buyer harmless from
             and against, each of the following:

        9.   Full Force and Effect.  The Agreement, as hereby modified, is
   ratified and confirmed and all of its terms, covenants, conditions,
   agreements and stipulations shall remain in full force and effect in
   accordance with the provisions thereof on the date hereof, except as
   modified herein.

        10.  Benefit.  This Amendment shall be binding upon, inure to the
   benefit of, and be enforceable by the respective successors and permitted
   assigns of the parties hereto.  Nothing contained herein shall be deemed
   to confer upon any other person, any right or remedy under or by reason of
   this Amendment.

        11.  Applicable Law.  This Amendment shall be governed by and
   construed in accordance with the laws and judicial decisions of the State
   of Florida, without regard to conflict of law principles thereunder.

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


                            VISION HEALTH CARE, INC.
                                 ("Buyer")

                            By:  /s/ Peter D. Liane
                                Peter D. Liane, O.D., President



                            VISION CARE, INC.
                                ("Seller")


                            By:  /s/ Terrance W. Naberhaus
                                Terrance W. Naberhaus, O.D.,
                                Chairman of the Board