FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

     [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	     OF THE SECURITIES  AND EXCHANGE ACT OF 1934

		   For the Quarter Ended June 30, 1997
OR
     [  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
	     OF THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934

	     For the transition period from ______ to ______

	     Commission file number:  0-23184
  
		  APOLLO EYE GROUP, INC.
(Exact name of the small business issuer as specified in its charter)

	     Delaware                                       65-0257498   
	     State or other jurisdiction of                (I.R.S Employer 
	     incorporation or organization                 Identification No.)

	     2424 N. Federal Highway, Suite 362, Boca Raton, Florida  33431
	    (Address of Principal Executive Office)      ( Zip Code)

	    (561) 395-5402
	    (Issuer's telephone number including area code)

Indicate by check mark whether the issuer (1) has filed all reports required 
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 
during the preceding 12 months (or for such shorter period that the registrant 
was required to file such reports) and (2) has been subject to such filing 
requirements for the past 90 days.
		    Yes    X                        No        

The number of shares of the issuer's Common Stock, $.001 par value, 
outstanding as of August 6, 1997 was 5,888,898.

Transitional Small Business Disclosure Format
	    Yes                                     No    X 
<PAGE>
INDEX

PART I -  FINANCIAL INFORMATION

Item 1.   Financial Statements

	  Consolidated Balance Sheets as of  June 30, 1997      1
	  and December 31, 1996

	  Consolidated Statements of Operations for the three   2
	  and six months ended June 30, 1997 and 1996 

	  Consolidated Statements of Cash Flows for the six     3
	  months ended June 30, 1997 and 1996

	  Notes to Consolidated Financial Statements            4 - 7

Item 2.   Management's Discussion and Analysis of Financial     8 - 13
	  Condition and Results of Operations

PART II - OTHER  INFORMATION                                                

Item 1.   Legal Proceedings                                     14 - 15

Item 6.   Exhibits and Reports on Form 8-K                      16

	  SIGNATURE                                             17
<PAGE>
<TABLE>
APOLLO EYE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
				      June 30,        December 31,     
				      1997                   1996
<S>                                   <C>             <C>
		     ASSETS

Current assets:
     Cash                       $            0       $     75,462    
     Accounts receivable               563,148            541,709
     Inventory                         524,775            551,291
     Other current assets                    0             49,303
	   Total current assets      1,087,923          1,217,765

Property and equipment, net          3,256,696          3,589,853
Intangible assets, net                 424,399            520,768
Restricted cash                         50,000             50,000
Other assets                           135,369            151,304

	Total assets                $4,954,387         $5,529,690

		  LIABILITIES AND EQUITY (DEFICIT)

Current liabilities:
     Cash overdraft                 $   51,984         $        0
     Current portion of long-term                      
     debt                               30,854             33,754
     Current portion of capital 
     lease obligations                 184,398            184,398
     Accounts payable                  710,142            735,874
     Accrued liabilities             2,165,410          2,301,284
     Deferred revenue                   94,703            111,118     

	Total current liabilities    3,237,491          3,366,428       

Notes payable affiliate              3,025,000                  0
Notes payable to shareholder                 0          1,755,000
Long-term debt, net of current 
portion                                 81,494             96,364
Capital lease obligations, 
net of current portion                  58,122            121,883

	Total liabilities            6,402,107          5,339,675

Equity (Deficit):
     Common stock                        5,889              5,889
     Additional paid-in capital      9,830,245          9,830,245
     Accumulated deficit and fund 
     balance                       (11,283,854)        (9,646,119)

	 Total equity (deficit)     (1,447,720)           190,015
	   
	 Total liabilities and 
	 equity (deficit)           $4,954,387         $5,529,690

<FN>
The accompanying notes are an integral part of these financial 
statements.
</TABLE>

<PAGE>
<TABLE>
APOLLO EYE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

			   Three Months Ended            Six Months Ended
			    (Unaudited)                     (Unaudited)      

		       June 30,        June 30,       June 30,        June 30
		       1997             1996          1997            1996  
<S>                    <C>           <C>            <C>             <C>                                                     

Revenue:
  Premium         $   1,050,496   $  945,762      $ 2,161,653     $ 1,935,719
  Practice            1,005,248    1,174,262        2,029,607       2,607,244               
  Other                  92,836       61,417          182,320         149,542 
  Total revenue       2,148,580    2,181,441        4,373,580       4,692,505 

Operating costs and expenses:
   Cost of goods and 
   services sold        553,598      819,121        1,131,884       1,468,355
   Depreciation and 
   amortization         220,219      239,058          457,871         450,723
   Selling general 
   and administrative
   expenses           1,947,688    2,689,297        4,273,199       5,090,550
     Total operating costs and
     expenses         2,721,505    3,747,476        5,862,954       7,009,628

     Loss from 
     operations        (572,925)  (1,566,035)      (1,489,374)     (2,317,123)
     
Other income (expenses):
  Other income                0        4,945                0           4,945
  Interest, net         (78,964)    (105,601)        (148,361)       (170,642)
      Other income 
      (expense), net    (78,964)    (100,656)        (148,361)       (165,697)
      
      Loss before provision 
      for taxes        (651,889)  (1,666,691)      (1,637,735)     (2,482,820)

Provision for income 
taxes                         0        7,654                0           7,654
   
   Net loss          $ (651,889) $(1,674,345)     $(1,637,735)    $(2,490,474) 

Net loss per share   $     (.11) $      (.37)     $      (.28)    $      (.74)

Weighted average number of shares used in
computing per 
share amount          5,888,898    4,524,167        5,888,898       3,352,014

<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>

APOLLO EYE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
					Six Months Ended (Unaudited)
					    June 30,      June 30,
					    1997           1996   
<S>                                        <C>             <C>

Cash flow from operating activities:
   Net loss                            $  (1,637,735)   $ (2,490,474)
   Adjustments to reconcile net loss to net cash 
   used in operating activities:
   Depreciation and amortization             457,871         450,723 
   Common stock issued for services                0          25,000
   Bad debt expense                            6,000           9,797
   Loss on disposal of assets                      0           1,713
   
   Changes in operating assets and liabilities exclusive
   of net assets acquired:
     Accounts receivable                     (27,439)        (77,297)
     Inventory                                26,516         (75,762)
     Other current assets                     49,303        (194,666)
     Accounts payable and accrued 
     liabilities                            (161,606)        (41,889)
     Other assets                             15,935
     Deferred revenue                        (16,415)         11,370
     
     Net cash used in operating
     activities                           (1,287,570)     (2,381,485)

Cash flows from investing activities:
   Purchase of property and equipment        (28,345)       (546,581)
   Proceeds from sale of asset                     0          18,900
   Increase in intangibles                         0          (2,820)
      
      Net cash used in investing activities  (28,345)       (530,501)

Cash flows from financing activities:
   Cash overdraft increase (decrease)         51,984          (3,528)
   Payments on long-term debt and capital
   lease obligations                         (81,531)       (131,356)
   Proceeds (repayment) of notes payable to
   shareholder                            (1,755,000)      3,250,000
   Proceeds from notes payable             3,025,000               0
      Net cash provided by financing 
      activities                           1,240,453       3,115,116

      Net (decrease) increase in cash        (75,462)        203,130

Cash, beginning of period                     75,462               0

Cash, end of period                     $          0      $  203,130

<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

APOLLO EYE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
June 30, 1997

1.   ORGANIZATION, LIQUIDITY AND BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been 
prepared in accordance with generally accepted accounting principles for 
interim financial information and with the instructions to Form 10-QSB 
and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all 
of the information and footnotes required by generally accepted accounting 
principles for complete financial statements.  These consolidated financial 
statements include estimates and assumptions that affect the reported amounts 
of assets and liabilities and the amounts of revenues and expenses.  Actual 
results could differ from those estimates.  In the opinion of management, 
all adjustments (consisting of normal recurring accruals) considered 
necessary for a fair presentation have been included.  The consolidated 
balance sheet amounts at December 31, 1996 have been derived from audited 
financial statements.  Operating results for the three and six month 
periods ended June 30, 1997 are not necessarily indicative of the results 
that may be expected for Apollo Eye Group, Inc.'s (formerly United Vision 
Group, Inc., the "Company" or "AEG") fiscal year or any other interim period.  
For further information, refer to the consolidated financial statements and 
footnotes thereto included in the Company's Annual Report on Form 10-KSB for 
the year ended December 31, 1996.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  The Company's significant losses in 1996 
and projected cash flow deficiency raise substantial doubt about its ability 
to continue as a going concern.  The financial statements do not include any 
adjustments that might arise should the Company be unable to continue as a 
going concern.  Previously, the Company has relied upon the principal 
shareholder to fund the Company's working capital needs.  The principal 
shareholder agreed in January 1997 to a revolving loan arrangement providing 
for loans not exceeding $1,000,000 collateralized by accounts receivable and 
inventory.  In June 1997, the Company entered into an agreement with a company 
controlled by the principal shareholder for a $3,000,000 five year term loan 
collateralized by property and equipment.  A portion of this loan has been 
used in part to repay $1,755,000 of demand loans payable to the principal 
shareholder.  The Company is exploring the possibility of raising cash 
through debt financing or selling equity in a private placement.  There 
can be no assurances that these activities will be likely to occur.

<PAGE>
APOLLO EYE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company 
and its wholly owned subsidiaries which are combined with the accounts of 
Optiplan, Inc. based on their related business activities and the Company's 
unilateral and perpetual management control.  Material intercompany balances 
and transactions have been eliminated.

REVENUE RECOGNITION

Revenue from professional services is recognized when the service is performed.
Revenue from optical sales is recognized upon order by the customer.  
Consulting subscriptions are deferred and recognized when the service is 
delivered.  Revenue from managed care plans is recognized ratably over the 
life of the related contract.

INVENTORIES

Inventories, consisting primarily of eyeglass frames, contact lenses, lens 
blanks and accessories are stated at the lower of cost or market.  Cost is 
determined using the FIFO (first-in, first-out) method.

CASH AND CASH EQUIVALENTS

The Company considers all short-term investments with an original maturity 
of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost.  The cost of equipment 
held under capital lease is equal to the lower of the net present value of 
the minimum lease payments or the fair value of the leased equipment at the 
inception of the lease.  Additions and improvements are capitalized while 
maintenance and repairs are expensed when incurred.  Asset and accumulated 
depreciation accounts are reduced for dispositions with resulting gains or 
losses recorded in the statement of operations.  Depreciation and amortization 
are computed on a straight-line basis over the estimated useful lives of the 
property and equipment or over the lesser of the lease term or the asset's 
useful life for leasehold improvements.

<PAGE>
APOLLO EYE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

INTANGIBLES

Goodwill related to the reverse acquisition of the Company is amortized on 
the straight-line method over four years.  Goodwill related to the 
acquisition of the Company's subsidiary, Medricon, Inc. is amortized on the 
straight-line method over 15 years.  The Company periodically evaluates the 
carrying value of goodwill to measure and recognize the possible impairment 
of this asset.  Other intangibles resulting from the acquisition of Medricon, 
consisting of research materials, subscription lists, and customer lists, 
are amortized on the straight-line method over their estimated useful lives 
of 5 to 7 years.  Other intangible assets, consisting of computer software 
costs, licenses and organization costs are recorded at cost and amortized on 
the straight-line method over five years.

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to concentrations 
of credit risk consist principally of trade accounts receivable.  The risk is 
limited due to the large number of the Company's customers.  The Company does 
not require collateral for its accounts receivable.

RESTRICTED CASH

Under Florida Statutory Law, the Company is required to maintain a $50,000 
certificate of deposit with the Treasurer and Insurance Commissioner.

INCOME TAXES

For the year ended December 31, 1996, the Company will file consolidated 
Federal and State income tax returns which includes all of the members of 
the group except Optiplan, which is a non-profit entity required to file a 
separate return.

The Company utilizes the liability method for accounting for deferred income 
taxes.  Under this method, deferred tax assets and liabilities are 
established based on the differences between financial statement and tax 
bases of assets and liabilities using the rates in effect for the year in 
which the differences are expected to reverse.  The Company has established 
a valuation allowance against its deferred tax assets based on management's 
belief that it is not likely such benefits will be realized.

<PAGE>
APOLLO EYE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

REVERSE STOCK SPLIT

On October 7, 1996, the shareholders approved a one-for-five reverse split 
of the Company's Common Stock.  As a result, the number of common shares 
outstanding was reduced from 29,444,454 to 5,888,898 as of the November 1, 
1996 effective date.  All references in the financial statements to the number 
of shares and per share amounts of the Company's Common Stock have been 
retroactively restated to reflect the reduced number of common shares 
outstanding.

PER SHARE DATA

Per share data is based on the weighted average number of shares of Common 
Stock outstanding during the period.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 1997, SFAS No. 128, "Earnings Per Share" was issued.  SFAS No. 
128 establishes new standards for computing and presenting earnings per share 
("EPS").  This statement replaces the presentation of primary EPS and will 
require a dual presentation of basic and diluted EPS.  SFAS No. 128 is 
effective for financial statements issued for periods ended after December 15, 
1997 and requires restatement of all prior-period EPS data presented.  The 
adoption of SFAS No. 128 is not expected to have a material impact on the 
Company's financial statements.

3.   CONTINGENCIES

The Company is a party to various lawsuits arising in the ordinary course of 
business.  During the year ended December 31, 1996, estimated litigation 
settlements of $300,000 were charged to operations based on review of such 
litigation with legal counsel.  For the six months ended June 30, 1997 and 
June 30, 1996, the Company made charges to operations of $0 and $50,000 
respectively for litigation settlements.  The Company believes it has 
defenses and is defending these suits vigorously.

<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and 
	 Results of Operations

The following discussion and analysis presents the significant changes in 
the financial condition and results of operations of the Company for the 
three and six month periods ended June 30, 1997.

The accompanying consolidated financial statements have been prepared 
assuming that the Company will continue as a going concern.  The Company 
had negative working capital of $2,148,663 and equity had been reduced to 
$190,015 at December 31, 1996.  At June 30, 1997, working capital was further 
reduced to a negative $2,149,568 and equity was reduced by $1,637,735, to a 
deficit of $1,447,720.  There are no assurances that the Company will be able 
to increase premium revenue with additional managed care contracts or that 
practice revenue will increase to meet cash requirements.  As a result, 
substantial doubt exists about the Company meeting its liquidity needs and 
continuing as a going concern.  (See Liquidity and Capital Resources.)

Results of Operations

Total revenues for the three and six months ended June 30, 1997 were 
$2,148,580 and $4,373,580 versus $2,181,441 and $4,692,505 in the three 
and six month periods ending June 30, 1996. Revenue from premiums (Capitation 
Payments) was $1,050,496 for the three months ended June 30, 1997, compared 
with $945,762 in 1996.  Premium revenue for the first six months of 1997 was 
$2,161,653 versus $1,935,719 for the same period in 1996.  The increase 
results from managed care contracts effective July 1996 in Puerto Rico and 
managed care contracts in South Florida renewed in October 1996 at higher 
capitated rates offset by the loss of a South Florida managed care contract 
effective February 1, 1997.  Practice revenue decreased to $1,005,248 and 
$2,029,607 for the three and six months ended June 30, 1997 from $1,174,262 
and $2,607,244 for the three and six month periods ending June 30, 1996. 
The decrease in practice revenue was attributable to a decrease in 
professional services and optical sales resulting from the loss of the 
previously mentioned third party contract effective February 1, 1997.

Revenue is expected to decline in 1997 compared with 1996.  Premium revenue 
is expected to be reduced as a result of the termination of a contract for 
vision care in South Florida effective February 1997 and the termination of 
two contracts for vision care in Puerto Rico effective July 1, 1997.  The 
loss of the three contracts represents approximately $185,000 of monthly 
premium revenue.  The loss of premium revenue has been partially offset by 
the renewal of a contract negotiated in December 1996 with a managed care 
sponsor for increased premium revenue effective October 1996.  In addition, 
the Company entered into an agreement to provide vision benefits on a 
discounted fee for service in South Florida effective June 1, 1997.  The 
Company believes that as a result of these changes, total premium revenue 
in 1997 will be below the 1996 premium revenue.  The cancellation of the 
South Florida vision care contract also has negatively impacted practice 
revenue due to a decrease in the number of patients that are seen in the 
Apollo practices.  The terminated contract represented approximately 40% 
of the patients seen by the Apollo practices.  While it is not possible 
to quantify the loss of practice revenue that 

<PAGE>
will result from the termination of the vision care contract, the Company 
believes that practice revenue in 1997 will be significantly below the 1996 
practice revenue.

The Company is working to secure new contracts with managed care sponsors 
for both vision care and ophthalmology services.  There are no assurances 
that the Company will be successful in obtaining new contracts, or that the 
contracts, if obtained, will replace the premium and practice revenue lost 
as a result of the contract termination discussed above.

Costs of Goods and Services Sold (COGS) is computed as including the costs 
of eyewear, including eyeglass frames, lenses and contact lenses, along with 
the fees paid for services to outside providers (participating providers not 
associated with the Company). The cost of services provided by internal 
providers (employed or contracted by the Company)  are reported as part of 
Selling, General and Administrative (SG&A) expenses. The Costs of Goods and 
Services Sold decreased to $553,598 during the quarter ended June 30, 1997 
versus $819,121 during the same 1996 period. For the six months ended June 30, 
1997, the Cost of Goods and Services was $1,131,884, a decrease from 
$1,468,355 for the six months ended June 30, 1996.  The  decrease is due 
to a decline in the volume of eyewear resulting from decreased optical 
revenue and a reduction in external provider payments.

Management has focused its efforts in the eyewear product area on inventory 
management including automating inventory systems, consolidating purchasing 
and quarterly inventory reviews to decrease obsolescence.  Inventory (net 
of reserves) decreased to $524,775 at June 30, 1997 from $551,291 at December 
31, 1996.  The decrease results from a change in the mix of frames and 
agreements with certain vendors to consign inventory.  The Company expects 
to improve inventory utilization as a result of the 1996 consolidation of 
its laboratory operations into a single location in Broward County, Florida.
     
SG&A expenses decreased to $1,947,688 and $4,273,199 respectively during the 
three and six months ended June 30, 1997 from $2,689,297 and $5,090,550 for 
the three and six months ended June 30, 1996.  The decreases in SG&A were 
primarily related to reductions in compensation, benefits, consulting, legal 
and advertising expenses offset by increases in rent expense due to an 
expanded number of facilities.

Depreciation and amortization expenses for the three months ended June 30, 
1997 increased to $457,871 from $450,723 in the same period last year.  
The increased expense results from depreciation of equipment acquired in 
June 1996 from Focus Fashion Optical and a full quarter of depreciation on 
Apollo equipment placed in service in 1996.   Property and Equipment 
decreased to $5,400,260 at June 30, 1997 from $5,428,444 at December 31, 1996.  

<PAGE>
Net Loss

The Company's losses decreased to $651,889 ($0.11 per share) for the quarter 
ended June 30, 1997 from $1,674,345 ($0.37 per share)  for the quarter ended  
June 30, 1996.  For the six month period ended June 30, 1997, the loss 
decreased to $1,637,735 ($0.28 per share) from $2,490,474 ($0.74 per share) 
for the six months ended June 30, 1996.  Per share data is based on the 
Company's weighted average of shares outstanding in the period of 5,888,898 
and 4,524,167, respectively, for the three months ended June 30, 1997 and 
1996, and 5,888,898 and 3,352,014 respectively for the six months ended 
June 30, 1997 and 1996.  The total shares outstanding at June 30, 1997 was 
5,888,898. 

Balance Sheet Dated June 30, 1997

The Company's cash decreased to an overdraft of $51,984 at June 30, 1997 
from a balance of $75,462 at December 31, 1996.

The Company's accounts receivable (net of allowance for doubtful accounts) 
increased to $563,148 at June 30, 1997 from $541,709 at December 31, 1996. 
This increase is due to an increase in managed care premiums outstanding at 
June 30, 1997. The total current assets of the Company decreased to $1,087,923 
on June 30, 1997, from $1,217,765 at December 31, 1996.

The Company's property and equipment (net of accumulated depreciation) 
decreased from $3,589,853 at December 31, 1996 to $3,256,696 at June 30, 1997. 
The decrease results from depreciation expense for the six months ended 
June 30, 1997.  The total assets of the Company decreased from $5,529,690 at 
December 31, 1996 to $4,954,387 at June 30, 1997 due to decreases in cash, 
inventory, property and equipment (net), and intangible assets (net).

The Company's Notes Payable and  Capital Lease obligations decreased from 
$436,399 at December 31, 1996 to $354,868 at June 30, 1997. These decreases 
are associated with repayment of borrowing.  Accounts Payable and Accrued 
Liabilities at June 30, 1997 were $2,875,552 compared with $3,037,158 at 
December 31, 1996.

In January 1997, the Company entered into a revolving loan agreement with 
James R. Cook, M.D., the majority shareholder, providing for loans not to 
exceed $1,000,000 collateralized by accounts receivable and inventory and 
bearing interest at prime.  In the three month period ending March 31, 1997, 
the Company borrowed $550,000 under this agreement.  In June 1997, the 
Company borrowed $3,025,000 from Chardonnay Enterprises, Inc., a corporation 
controlled by James R. Cook, M.D., the majority shareholder.  The loan is 
collateralized by property and equipment of the Company.  From the proceeds 
of the note payable to Chardonnay Enterprises, the Company used $1,755,000 
to repay shareholder loans payable to James R. Cook, M.D.  At June 30, 1997, 
the note payable to Chardonnay Enterprises was $3,025,000 and the Company 
repaid the balance on the revolving loan agreement with James R. Cook, M.D.  
(See Liquidity and Capital Resources.) 

<PAGE>
The Company's equity decreased in the period from $190,015 at December 31, 
1996 to a deficit of $1,447,720 at June 30, 1997. This decrease is directly 
related to operating losses in the period.

Cash Flow Statement for Six Month Period Ending June 30, 1997

Net Cash used in Operating Activities decreased to $1,287,510 for the six 
month period ending June 30, 1997 from $2,381,485 for the six month period 
ending June 30, 1996. The decreased cash used resulted from decreased 
operating losses and decreased inventory offset by increased accounts 
receivables and decreased accounts payable and accrued liabilities.

For the six months ended June 30, 1997, investing activities used cash of 
$28,345 compared with cash of $530,501 used in investing activities for the 
three months ended June 30, 1996.

Net Cash provided by financing activities totaled $1,240,453 for the six 
month period ending June 30, 1997.  The Company borrowed $3,025,000 from 
Chardonnay Enterprises, Inc., a corporation controlled by James R. Cook, 
M.D., the majority shareholder.  From the proceeds of the note payable to 
Chardonnay Enterprises, the Company used $1,755,000 to repay shareholder 
loans payable to James R. Cook, M.D.  (See Liquidity and Capital Resources.) 

Liquidity and Capital Resources

In 1996, the Company lost $4,464,986 on revenues of $9,926,280 and used 
$3,942,143 of cash in operating activities and used $690,137 in investing 
activities.  Financing activities provided net cash of $4,707,742 that 
included $4,955,000 of cash from Dr. Cook.

As a result of the recent loss of managed care contracts and continued 
operating losses, the Company does not have sufficient cash resources to 
fund the business in 1997.  Management has taken steps to reduce expenses.  
Optical laboratory facilities have been consolidated, personnel headcount 
has been reduced by thirty percent since October 1, 1996, compensation of 
ophthalmologists, optometrists, and opticians has been changed to a 
performance based system, administrative and senior management compensation 
has been reduced, operating hours of the Apollo Eye Associates practices have 
been reduced, and advertising has been reduced.  If the Company is not 
successful in obtaining new managed care contracts with HMOs, further 
expense reductions will be necessary.

In addition to cash flow generated from operations, management believes 
that approximately $3,500,000 of additional capital will be needed in 1997 
to meet the cash flow shortfall.  In January 1997, the Company entered into 
a revolving loan agreement with James R. Cook, M.D., the majority shareholder, 
providing for loans not exceeding $1,000,000 collateralized by inventory and 
accounts receivables.  In the first quarter of 1997, the Company borrowed 
$550,000 of this revolver, the maximum loan available based on present 
levels of inventory and accounts receivable.  In  April 1997, the Company 
entered into a loan agreement with Chardonnay Enterprises, Inc., a 
corporation controlled by James R. Cook, M.D., providing 

<PAGE>
for loans not exceeding $500,000 collateralized by property and equipment 
of the Company.  As of May 28, 1997, the Company had borrowed the $500,000 
available under loans collateralized by property and equipment.

On May 28, 1997, the Board of Directors authorized the Company to enter 
into an agreement with Chardonnay Enterprises, Inc. to borrow up to 
$3,000,000 collateralized by property and equipment of the Company.  
This loan includes the $500,000 of borrowings from Chardonnay Enterprises 
previously authorized by the Company.  The loan carries interest at the 
prime rate and has a five-year term with interest only due until July 1, 1998.  
After July 1, 1998, the loan agreement requires 59 monthly installments 
including interest at prime based on a seven year amortization schedule 
with the balance of the loan payable in the 60th installment.  The Board 
further authorized that the Company repay $1,755,000 of unsecured demand 
notes due to James R. Cook, M.D. from the proceeds of the note from 
Chardonnay Enterprises.

James R. Cook, M.D., the majority shareholder, and corporations he controls
have indicated that they are not willing to continue funding the Company at
the current levels of cash requirements beyond amounts already loaned.  Dr.
Cook and such entities reserve all rights to demand repayment of such
amounts loaned in accordance with the terms of the loan documentation.

As a result of these loan arrangements with James R. Cook, M.D. or 
corporations he controls, the Company has obtained funding in 1997 for 
$1,795,000 of the estimated $3,500,000 cash requirements.  Management is 
continuing to seek to obtain other debt and/or equity financing for the 
balance needed to fund operations for the current year.  If additional 
funding is not available, management believes a significant downsizing of 
the Company will be necessary to reduce expenses to the level of cash 
generated from operations.  This downsizing could include additional 
personnel and compensation reductions, closing or further reduction of 
operating hours at some or all of the Apollo Eye Associates practices, 
relocation or consolidation of office facilities and additional reductions 
of operating expenses.

Based on the Company's net loss for 1996 and anticipated 1997 results, the 
Company does not anticipate it will be able to generate sufficient cash to 
fund operations.  The Company's independent accountants have issued a report 
covering the December 31, 1996 consolidated financial statements containing 
an explanatory paragraph that states that these facts raise substantial doubt 
about the Company's ability to continue as a going concern.  The accompanying 
consolidated financial statements of the Company do not include any 
adjustments that might arise from the outcome of this uncertainty.  See 
Note 1 to the Company's consolidated financial statements.  

In addition to the cash required for operations, as much as $2,000,000 of 
investment may be required for leasehold improvements and capital equipment 
purchases to remodel and expand certain older practice locations.  
Development of new practice locations or the acquisition of additional 
practice locations will require cash.

<PAGE>
The Company is exploring a private placement to raise $10 to $20 million.  
If successful, proceeds of the offering would be used first to fund the 
operating cash needs of the business and current working capital requirements.  
The balance of any funds raised would be used to finance the Company's growth 
plans.  There are no assurances that the Company will be successful in 
raising this capital.  

<PAGE>
Management is also exploring the business combination opportunities with 
companies in similar lines of business in South Florida.  There can be no 
assurance that the Company will receive any proposal in this connection or 
that the terms of any proposal received would be such that the Company's 
Board of Directors would accept the proposal and recommend it to the 
Company's stockholders (should stockholder action be required).  
Additionally, the Company may at any time decide to discontinue these 
explorations.

The words "believe," "expect," "anticipate," "project," and similar 
expressions signify forward looking statements.  Readers are cautioned 
not to place undue reliance on any forward looking statements made by or 
on behalf of the Company.  Any such statement speaks only as of the date 
the statement is made, and the Company undertakes no obligation to update 
or revise any forward looking statements.

<PAGE>
Part II - Other Information

Item 1.      Legal Proceedings

Except as noted below, the Company is not party to any material litigation, 
nor, to the knowledge of the Company, is any material litigation threatened.

In April 1995, an action entitled Dynex Sport Optics, Inc. v. United Vision 
Group, Inc. ("Dynex") was filed against the Company in the United States 
District Court for the District of New Jersey in connection with an alleged 
agreement between the Company and Dynex.  According to Dynex, the Company 
promised to issue 1,250,000 shares of its Common Stock in exchange for 100% 
of the stock of Dynex and to provide $250,000 in working capital to Dynex.  
The Company denies that the alleged agreement is enforceable and believes 
that, in any event, Dynex deliberately concealed or misrepresented the 
business, assets, rights  and prospects of Dynex.  The Company is vigorously 
defending against the claim. The Company moved to dismiss the action due to 
lack of jurisdiction in New Jersey.   In June 1996, the U.S. District Court 
for the District of New Jersey ruled in favor of the Company and dismissed 
the action.  In July 1996, the Company filed an action for Declaratory 
Judgment with respect to the same claims in the United States Federal Court 
in Palm Beach County, Florida.  In July 1996, Dynex filed an action identical 
to its New Jersey action in the United States District Court for the Southern 
District of New York.  It is currently expected that this matter will go to 
trial in late 1997 or early 1998.

In August 1995, an action entitled Lowinger v. United Vision Group, Inc., 
J. K. Enterprises of Deerfield Beach, Inc., Jan Kaplan and Karen Kaplan was 
filed against the Company in the United States District Court for the 
Southern District of Florida.  Mr. Lowinger, a former employee of the 
Company, alleged discrimination on the basis of age and handicap, breach of 
contract to pay a bonus, payment owing for employment benefits including 
vacation and automobile expenses and violation of ERISA.  In March 1997, 
the case was tried in the United States District Court for the Southern 
District of Florida.  The jury found in favor of Lowinger as to the age 
discrimination claim and that the Company acted willfully in the termination.  
Lowinger was awarded back pay, compensatory and punitive damages and interest 
in the amount of $394,000.  Plaintiff was also granted reinstatement to a 
position similar to the one held prior to termination with comparable salary 
and benefits.  The remaining claims were found in favor of the Company.  
At a hearing for post-trial motions held July 16, 1997, the Court denied a 
motion to enter a judgment in favor of the Company notwithstanding the 
verdict.  The Company believes it has grounds to appeal the jury verdict and 
plans to file such appeal.

<PAGE>
In May 1997, two actions entitled Jan H. Kaplan v. United Vision Group, Inc., 
Apollo Eye Associates, Inc., and Apollo EyeCare Management Corp. and Karen 
Kaplan v. United Vision Group, Inc., Apollo Eye Associates, Inc., and Apollo 
EyeCare Management Corp. were filed against the Company in the County Court 
for Broward County, Florida.  Mr. and Mrs. Kaplan, both former employees of 
the Company, allege breach of a December 1995 contract to pay consulting 
fees and seek to recover the amounts of $11,667 and $7,083 respectively for 
April 1997.  The Company believes that it has substantial defenses and is 
defending these suits vigorously.

In May 1997, an action entitled Apollo Eye Group, Inc., Master Vision Plans, 
Inc., Optiplan, Inc., and J. K. Enterprises of Deerfield Beach, Inc. v. 
Joseph P. Antal and Preferred Vision Care, Inc. was filed by the Company in 
the Circuit Court of the Seventeenth Judicial Circuit of Broward County, 
Florida.  The complaint alleges that Mr. Antal, a former employee of the 
Company, is in breach of a covenant not to compete contained in the 
employment agreement that existed between the Company and Antal during his 
term of employment.  The lawsuit seeks injunctive relief to enjoin Antal 
from solicitation of managed care sponsors including those currently under 
agreement with Apollo Eye Group of Puerto Rico, Inc. (formerly Master Vision 
Plans, Inc.).  A hearing for injunctive relief was held in May 1997 and will 
be continued in the third quarter of 1997.

The Company is a defendant in certain other legal actions in the normal 
course of business, none of which is expected to result in a material adverse 
effect on the Company's net worth, total cash flows, or results of 
operations.

<PAGE>
Item 6.    Exhibits and Reports on Form 8-K

	   (a)     Exhibits

10(m)       --     Participating Physician Services Agreement between Apollo 
		   EyeCare Management Corporation and FPA Medical Management 
		   of Florida, Inc.
	   
	   (b)     Reports on Form 8-K - None.
	   
	   
<PAGE>

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.


				     APOLLO EYE GROUP, INC.


Dated:  __________________           By: /s/ J. Richard Damron, Jr. 
					 J. Richard Damron, Jr.
					 Treasurer and Chief Financial Officer



<PAGE>
PARTICIPATING PHYSICIAN SERVICES AGREEMENT


THIS PARTICIPATING PHYSICIAN SERVICES AGREEMENT ("Agreement"), is made and 
entered into this 1st day of June, 1997 by and between FPA MEDICAL MANAGEMENT 
OF FLORIDA, INC. ("FPA"), and APOLLO EYE CARE MANAGEMENT CORP. AND AFFILIATES 
("Participating Physician").

Whereas, Participating Physician wishes to contract with FPA to provide 
Covered Services for Health Plans; obligating said Physician to provide or 
arrange for said Covered Services for Members; and 

Whereas, Participating Physician agrees to provide or arrange for Covered 
Services for Members under the terms and conditions set forth herein; and

Whereas Participating Physician and FPA have read, understand and agree to 
the terms listed hereunder; and

Whereas, FPA and Participating Physician mutually desire to preserve and 
enhance patient dignity;

NOW, THEREFORE, it is mutually agreed as follows:

1 .  DEFINITIONS

a)   Certificate means the contract which sets forth the terms and conditions 
governing the relationship between the applicable Health Plan and its 
Members, including the medical and hospital benefits provided to, or 
arranged for, Members by Health Plan.  Certificates covered under this 
Agreement shall be determined solely by FPA.

b)   Commercial HMO Coverage Plan means a plan of group health care expense 
coverage that is provided to one or more employers (or to other groups or 
individuals) through group health insurance contracts, trusts, health care 
services plans, or any other health care service arrangements agreed to by 
FPA.  Commercial HMO Coverage Plans covered under this Agreement shall be 
determined solely by FPA.

c)   Covered Services means those medical and hospital services and benefits 
to which Members are entitled under the terms of the applicable Certificate 
as determined by the applicable Health Plan, the relevant portions of which 
shall be made available to Participating Physician by FPA.

d)   Credentialing Committee refers to the committee that determines 
standards for participation of Participating Physicians and enforces those 
standards.

e)   Emergency means

i)   A medical condition manifesting itself by acute symptoms of sufficient 
severity, which may include severe pain or other acute 

<PAGE>
symptoms, such that 
the absence of immediate medical attention could reasonably be expected to 
result in any of the following:

a)   Serious jeopardy to the health of a patient, including a pregnant woman 
or a fetus.

b)   Serious impairment to bodily functions.

c)   Serious dysfunction of any bodily organ or part.

ii)  With respect to a pregnant woman:

a)   That there is inadequate time to effect safe transfer to another 
hospital prior to delivery;

b)   That a transfer may pose a threat to the health and safety of the 
patient or fetus; or

c)   That there is evidence of the onset and persistence of uterine 
contractions or rupture of the membranes.

f)   Emergency Services means medical screening, examination, and evaluation 
by a physician, or, to the extent permitted by applicable law, by other 
appropriate personnel under the supervision of a physician, to determine 
if an Emergency exists and, if it does, the care, treatment, or surgery 
for a Covered Service by a physician necessary to relieve or eliminate 
the Emergency, within the service capability of a hospital.

g)   Health Plan refers to an industry, corporation, company, partnership, 
union, enterprise, health care service plan, prepaid health plan, preferred 
provider organization, accountable health partnership, health maintenance 
organization, insurer, or other defined or otherwise legally constituted 
group or organization which enters into a Payor Agreement with FPA to allow 
such Health Plan's employees or Members the opportunity of selecting health 
services arranged for by FPA.  Any references to Health Plan in this 
Agreement is limited to the particular Health Plan whose Member is being 
treated by Participating Physician.  Health Plans covered under this 
Agreement shall be shall be referenced in Attachment A-2.

h)   Incident  is defined as any occurrence that is not routine in a health 
care facility.  These situations may include, but are not limited to, the 
following:

i)   any unusual occurrence;

ii)  a happening which could have or did result in an injury to a Member;

iii) a condition, situation, procedure, etc., which could or did result in 
an injury to a Member, including any happening of an untoward (unusual) 
nature to a Member.

Incidents shall not be limited to quality of care issues.

<PAGE>
i) Medicaid means the program of the Agency for Health Care Administration 
(AHCA) and the State of Florida to provide health and welfare benefits.

j)   Medicaid HMO Coverage Plan means a plan of group health care expense 
coverage that is provided to Medicaid Members through AHCA and the State of 
Florida, or any other health care service arrangements agreed to by FPA, as 
determined by FPA.  Medicaid HMO Coverage Plans covered under this Agreement 
shall be determined solely by FPA.

k)   Medical Director means a Physician or his/her designee who has been 
designated by FPA to monitor and implement the provision of Covered Services 
to Members.

1)   Medically Necessary means services or supplies received by a Member 
which FPA through its Medical Director, subject to Health Plan's UM/QI 
programs, determines to be:

i)   consistent with the symptoms or diagnosis and treatment of Member's 
condition, disease, ailment or injury;

ii)  appropriate with regard to standards of good medical practice within 
the community;

iii) not primarily for the convenience of Member, Member's family, his/her 
Physician, hospital, or other health care provider; and

iv)  the most appropriate supply or level of service which can be safely 
provided to Member in the least costly setting or as otherwise provided in 
Member's certificate.

m)   Member means an eligible individual covered by or enrolled under a 
Certificate, and the eligible dependents of such individual who are enrolled 
under such Certificate.  In the event that FPA has a Contract as defined in 
section 5b(iii) below to serve Medicare or Medicaid beneficiaries, the 
definition of Member shall include enrolled individuals from the Medicare 
or Medicaid populations.  Members covered under this Agreement shall be 
determined solely by FPA.

n)   Participating Physician means the Physician who has entered into an 
agreement with FPA, or on whose behalf an agreement has been entered into 
with FPA (including any Physicians employed by, associated with or 
contracting with Participating Physician), to provide certain services to 
Members upon appropriate referral.  If this Agreement affects more than 
one Physician, a list of said Physicians will appear on Attachment A- I 
of this Agreement.

o)   Participating Physician Services Agreement ("Agreement") means the 
written Agreement between a Participating Physician and FPA to provide 
health care services for Members.  This Agreement shall be the sole 

<PAGE>
governing document between Participating Physician and FPA for Members 
assigned to FPA.  Under no circumstances shall this Agreement be interpreted 
as granting any exclusive rights or privileges to the Participating 
Physician.

p)   Participating Physician Services means those services set forth in 
Attachment A which are delivered by a Participating Physician and with 
respect to which Participating Physician has been credentialed by FPA 
(or Health Plan, if applicable).

q)   Participating Provider means a health care provider including, but 
not limited to, Physicians, hospitals, ancillary providers, that have 
entered into an agreement with FPA, or on whose behalf a contract has 
been entered into with FPA, for the provision of Covered Services to 
Members.

r)   Payor Agreement refers to the contract between a Health Plan and 
FPA which describes the costs, procedures, benefits, conditions, limitations, 
exclusions and other obligations to which Health Plan Members are subject 
under Health Plan's health services plan and which describes the terms and 
obligations of the Health Plan/FPA relationship.

S)   Physician means a duly licensed doctor of medicine, osteopathic 
medicine, doctor of chiropractic, or podiatric medicine, each respectively 
having an unrestricted license to practice medicine in the jurisdiction in 
which such individual's services are to be provided, including, if 
applicable, an unrestricted license to prescribe controlled medications, 
substances and supplies.  Every Physician must be credentialed pursuant to 
FPA's credentialing criteria.

i)   Participating Physician means the Physician who has entered into an 
agreement with FPA, or on whose behalf an agreement has been entered into 
with FPA (including any Physicians employed by, associated with or 
contracting with Participating Physician), to provide certain services 
to Members upon appropriate referral.

ii)  Covering Physician means the Physician or other licensed health care 
provider, as may be appropriate, who has entered into an agreement, either 
oral or written, with a Participating Physician to arrange Covered Services 
for his/her Members when Participating Physician is not available.  Covering 
Physician may or may not be under an agreement with Health Plan or FPA.

iii) Primary Care Physician ("PCP") means a Participating Provider who has 
agreed to provide services to Members who have selected or have been 
assigned to PCP and to assume primary responsibility for arranging and 
coordinating the overall health services of such Members, as applicable.

<PAGE>
t)   Quality Improvement ("QI") means those processes and procedures 
established by FPA or Health Plan which are designed to review and analyze 
various aspects and levels of desired health care.

u)   Referral Authorization means the form or number evidencing an 
authorization by FPA for referral of a Member to a health care provider, 
including Participating Providers.

v)   Resource-Based Relative Value Scale ("RBRVS") means the system of 
medical care claims payment utilized by the Health Care Financing 
Administration ("HCFA") in the payment of Medicare claims, wherein payment 
is made by multiplying a universal conversion factor by the RBRVS-determined 
relative value of each given procedure.  Regional modifiers shall not apply 
under this Agreement.

w)   Senior HMO Coverage Plan means a plan of health care expense coverage 
provided to Seniors through insurance contracts, health care services plans, 
or any other health care service arrangements agreed to by FPA.  Senior HMO 
Coverage Plans covered under this Agreement shall be determined solely by 
FPA.

x)   Senior means any Member who is eligible for Medicare as defined by 
HCFA by reason of attainment of age 65 or by the presence of a Medicare-
eligible disabling condition, and is a member of Senior HMO Coverage Plan 
as determined by FPA.

y)   Service Area means the geographic area for which FPA has contracted for 
health care services on behalf of Members.  The Service Area shall be defined 
as the State of Florida and FPA shall determine which portion, if not all, of 
the Service Area as defined in Attachment A-3 will be the responsibility of 
Participating Physician.

z)   Specialty Care Financial Allocation Fund (Fund) means the mechanism 
through which FPA calculates payments for covered health care services, 
which is described in Attachment C of this Agreement.

aa)  Utilization Management ("UM") means those processes and review 
procedures that must be followed by all Participating Physicians.

2.   OBLIGATIONS OF FPA

a)   Administrative Procedures.  FPA shall make available to Participating 
Physician administrative procedures and other administrative duties of 
Participating Physician under this Agreement.  Participating Physician 
agrees to abide by these administrative procedures.

b)   Compensation.  For all services for which Participating Physician is 
responsible hereunder, as set forth in Attachment A, Participating Physician 
shall be compensated by FPA in accordance with Attachment B and C for the 
provision of those services.  If a Participating Physician provides any 
Covered Service not specified in Attachment A or any non-Covered Service, 
Participating Physician shall not be entitled to any compensation for such 
services, except as provided in section 3a.  If a Participating Physician 

<PAGE>
provides any Covered Service not specifically authorized by FPA, 
Participating Physician shall not be entitled to any compensation for 
such services, except as provided in section 3a or in cases of Emergency.  
Participating Physician shall accept such compensation with the exception 
of applicable copayments and/or deductibles ("Copayments") as payment in 
full for all services provided by Participating Physician except as 
otherwise provided by this Agreement.

c)   FPA shall make payment to Participating Physician for covered health 
care services based on the mechanism specified in Attachment B and C. 
Notwithstanding the above or anything else in this Agreement to the 
contrary, FPA shall only be responsible to make the payments due 
Participating Physician to the extent that FPA has collected the charges 
for health care services provided by Participating Physician for which 
payment is sought from the Health Plan.  Participating Physician shall 
receive from FPA compensation as stated above less any copayments which 
are the responsibility of Members.

d)   Should FPA fail to pay for Covered Services rendered by a Participating 
Physician, the Participating Physician may seek payment from Health Plan, 
and Health Plan will pay the Participating Physician for Covered Services 
compensable under the agreement.

3.   OBLIGATIONS OF PARTICIPATING PHYSICIAN

a)   Health Services.  Participating Physician agrees to provide or arrange 
for the provision of those Covered Services set forth on Attachment A hereto, 
consistent with FPA's (or Health Plan's, if applicable) UM/QI program.  
Participating Physician shall not refer Members to other Physicians or 
Participating Providers without a Referral Authorization from FPA, except 
as set forth in the UM/QI program.  In the event Participating Physician 
shall provide a Member non-Covered Services, Participating Physician shall, 
prior to the provision of such non-Covered Services, inform Member:  
(a) of the service(s) to be provided; (b) that FPA and the Health Plan 
will not pay or be financially liable for said services; and (c) that 
Member will be financially liable for such services.  In the event that 
Member is not so informed, neither Member, FPA nor Health Plan shall be 
financially liable to Participating Physician for those services.  
Participating Physician shall not bill Members for services that are 
determined by Health Plan, in its sole discretion, not to be Medically 
Necessary unless Member has been informed, in advance by Participating 

<PAGE>
Physician that the services are not Medically Necessary and has agreed 
to be financially liable for those services.

b)   Provision of Services and Professional Requirements.

i)   Participating Physician shall make necessary and appropriate 
arrangements to ensure the availability of Participating Physician 
Services to Members on a twenty-four (24) hour per day, seven (7) day 
per week basis, including arrangements to ensure coverage of Members 
after hours or when Participating Physician is otherwise absent, consistent 
with FPA's staffing requirements.  Participating Physician agrees that 
scheduling of appointments shall be done in a timely manner, as specifically 
defined in FPA's Provider Manual.  Participating Physician shall ascertain 
and ensure that such Covering Physician will cooperate with and accept the 
findings of FPA's peer review procedures as they relate to services provided 
to Members and that such Covering Physician will seek authorization from 
the Medical Director prior to all hospitalizations, except for Emergencies 
or as otherwise provided in the UM/QI program.  For services rendered by 
Covering Physician on behalf of Participating Physician, Participating 
Physician shall be responsible to make suitable arrangements with Covering 
Physician regarding the amount and manner in which said Covering Physician 
will be reimbursed or otherwise compensated, provided, however, that 
Participating Physician shall ensure that Covering Physician will not, 
under any circumstances, bill Members (except Copayments), FPA or Health 
Plan for Covered Services.  Participating Physician shall be liable for 
paying Covering Physician and Participating Physician hereby agrees to 
indemnify and hold harmless Members, AHCA, HCFA, FPA and Health Plan against 
charges for Covered Services rendered by Covering Physician.  It is 
understood that FPA reserves the right to make payment to any Covering 
Physician for which a valid invoice, or portion thereof, is outstanding for 
more than thirty (30) days.  FPA will provide notice of its intention to 
make payment of such claims but FPA need not wait the above thirty (30) day 
period where Participating Physician has engaged in a pattern of late 
payments to Covering Physician in the past, as reasonably determined by FPA.  
FPA may deduct any such payments plus a reasonable administrative fee from 
any amounts otherwise due Participating Physician pursuant to this Agreement.

ii)  All services performed hereunder shall be consistent with the standards 
of medicine and osteopathy, and such services shall be performed in 
accordance with the customary rules of ethics and conduct promulgated by the 
American Medical Association, the American Osteopathic Association, the 
American Hospital 

<PAGE>
Association and similar provider organizations, as 
applicable, and such other bodies, formal or informal, governmental or 
otherwise, from which health care providers seek advice and guidance or to 
which they are subject to licensing and control as applicable.

iii) Participating Physician shall utilize such additional allied health 
and other qualified licensed personnel as are available and appropriate 
for effective and efficient delivery of health services, consistent with 
FPA policies.

iv)  Participating Physician shall participate in such programs of continuing 
education as FPA may require as well as such programs, if any, as are 
required by state regulatory authorities.

v)   Participating Physician shall notify FPA within one (1) business day 
of becoming aware of:

a)   loss or restriction of any of his/her/its hospital privileges;

b)   loss or limit of his/her/its DEA permit;

c)   loss or restriction of his/her/its license to provide health services 
in any state as well as any actions taken by the state, Joint Commission on 
Accreditation of Healthcare Organizations ("JCAHO"), or any other regulatory 
body that would materially impair the ability of Participating Physician to 
provide and/or arrange for health services to Members;

d)   loss or suspension of his/her/its participation in the Medicare and/or 
Medicaid Programs;

e)   any adverse action by a governmental body, or

f)   occurrence of an Incident at his/her/its facility involving a Member 
and shall do so on the Incident Report form as provided by FPA.  
Participating Physician shall also provide FPA and Health Plan with a 
copy of any and all Code 15 Reports filed with the Agency for Health 
Care Administration (AHCA) pursuant to Florida law, involving any Members.

Receipt of the notices required by this section shall not constitute an 
assumption of liability on the part of FPA or Health Plan.  If any event 
described above occurs, Participating Physician consents to FPA disclosing 
the event to each affected Health Plan, if the terms of the Payor Agreement 
require such disclosure.
<PAGE>
vi)  Participating Physician, for the term of this Agreement, shall meet 
all credentialing and recredentialing requirements as may be established 
by FPA (or Health Plan, if applicable) from time to time.

vii) Participating Physician agrees and warrants that he/she is in compliance 
with all applicable local, state and federal laws relating to the provision 
of medical services, including the Federal Clinical Laboratory Improvement 
Act and other acts, as applicable.

viii)        Participating Physician acknowledges FPA's and Health Plan's 
obligation and right to report to and, access the National Practitioner 
Data Bank as it relates to Participating Physician.  Participating Physician 
agrees to assist FPA and Health Plan in accessing and reporting to the Data 
Bank, including making inquiries to the Data Bank on behalf of FPA and 
Health Plan, if requested to do so by FPA.

ix)  Participating Physician shall not initiate general communications with 
Members, except with respect to the treatment of a particular medical 
condition, or collection for non-Covered Services, Copayments or Deductibles 
without the prior written consent of FPA and the applicable Health Plan 
which consent may be withheld in FPA's and such Health Plan's sole 
discretion.  This provision shall survive the termination of this Agreement 
for a period of six (6) months.

x)   Participating Physician agrees to implement applicable and reasonable 
procedures necessary for external accreditation of Health Plan and/or FPA 
by the National Committee for Quality Assurance (NCQA) or any other similar 
organization selected by Health Plan and/or FPA.

xi)  Participating Physician shall comply with any and all applicable 
Florida laws and regulations governing contracting providers of health 
care service plans and relating to the subject matter of this Agreement 
including without limitation the requirements set forth in section 641.17 
to 641.395 of the Florida Insurance code, as amended, and Chapter 4-31 of 
the rules of the Department of Insurance as amended, as applicable.

c)   Claims.  Unless otherwise specifically provided in Attachment B and C 
of this Agreement, Participating Physician shall bill FPA for all services 
rendered in a manner consistent with the terms of this Agreement in a 
billing form acceptable to FPA within thirty (30) days of providing such 
services.  FPA shall pay Participating Physician for such services within 

<PAGE>
thirty (30) days of receipt of an undisputed bill.  If Participating 
Physician has not billed FPA for Participating Physician Services rendered 
to Members within sixty (60) days of a Member's receipt of such services, 
Participating Physician's claim for compensation with respect to such 
services shall be deemed waived.  Participating Physician agrees to bill 
only for services that have been specifically authorized by FPA.  
Participating Physician Services not specifically authorized by FPA shall 
not be eligible for payment.  All payments made by FPA to Participating 
Physician shall be considered final unless adjustment is requested in 
writing by Participating Physician within forty-five (45) days after 
receipt of such payment by FPA.

d)   Referrals.  Except in Emergencies, or when authorized by Medical 
Director, Participating Physician agrees to refer Members to other 
Participating Providers.  Participating Physician further agrees to 
obtain a Referral Authorization from FPA prior to any referral to other 
Participating Providers, except as otherwise provided in the UM/QI program, 
and prior to such referral to furnish such Participating Providers complete 
information on treatment procedures and diagnostic tests to be performed.  
In the event that services required by a Member are not available from 
Participating Providers, other providers may be utilized with the prior 
approval of Medical Director.  If Participating Physician refers a Member 
to a Participating Provider, or other provider, in a manner contrary to 
the UM/Ql program, the cost of such services shall, at FPA's option, be 
the financial responsibility of Participating Physician and FPA may 
offset such liability from the amounts otherwise due Participating 
Physician pursuant to this Agreement.

e)   Hospital Admissions.  In cases where a Member requires a non-Emergency 
hospital admission, Participating Physician, as provided in the UM/QI 
program, shall secure prior authorization from FPA for such admission.  
Participating Physician shall abide by the UM/QI program and shall not 
extend the initial length of stay assigned to Member, as set forth in FPA's 
authorization, without prior approval from Medical Director.  If a 
Participating Physician admits or extends the length of stay of a Member 
in a manner contrary to the UM/QI program, the cost of such services shall, 
at FPA's option, be the financial responsibility of Participating Physician, 
and FPA may offset such liability from the amounts otherwise due 
Participating Physician pursuant to this Agreement.

f)   No Discrimination of Members: Acceptance of Members.  Participating 
Physician shall observe, protect and promote the rights of Members as 
patients without regard to race, age, sex, national origin, religion, 
place of residence, economic status, health status or health care needs, 
benefit plan or source of payment of such Members, including individuals 
who have or are currently receiving care from Participating Physician for 
whom 

<PAGE>
payment is being made on a self-pay basis or through other third-
party payor program.  A Participating Physician may notify FPA upon ninety 
(90) days prior written notice that he/she does not wish to accept 
additional Members associated with a Health Plan.  However, in such event, 
Participating Physician shall not accept any new patients associated with 
any other Health Plan until such time as that Participating Physician 
reopens his/her practice to Health Plan Members.  FPA may limit, restrict 
or suspend Members' opportunity to select and/or use Participating 
Physician.

g)   Charges to Members.  FPA shall require Members to pay applicable 
Copayments for certain Covered Services at the time services are rendered.  
It is the responsibility of Members to pay such Copayments at the time 
services are received.  In addition, Members shall be financially liable 
to Participating Physician for non-Covered Services provided by Participating 
Physician pursuant to section 3a.  Participating Physician shall indemnify 
and hold FPA, Health Plan, AHCA, HCFA and Members harmless from any costs, 
including legal fees, relating to improper billing practices or efforts 
which breach the terms of this Agreement.

h)   Member Non-liability.  Participating Physician agrees and warrants, 
that in no event including, but not limited to, non-payment by FPA or Health 
Plan, FPA's or Health Plan's insolvency, or breach of this Agreement, shall 
Participating Physician, or any representative of Participating Physician, 
bill, charge, collect a deposit from, seek compensation, remuneration or 
reimbursement from or have any recourse against any Member or persons other 
than FPA acting on any Member's behalf, the Florida Agency for Health Care 
Administration (AHCA), or the Health Care Financing Administration (HCFA) 
defined below for services provided pursuant to this Agreement.  This 
provision shall not prohibit the collection by Participating Physician of 
any Copayments from a Member, in accordance with the terms of the applicable 
Certificate, nor shall it prohibit charges for services as provided in 
section 3a above.  Participating Physician further agrees, that

i)   this provision shall survive the termination of this Agreement 
regardless of the cause giving rise to termination and shall be construed 
to be for the benefit of Members, as applicable, and

ii)  this provision supersedes any oral or written contrary agreement now 
existing or hereafter entered into between Participating Physician and 
Members, or persons acting on their behalf.

No modifications, additions, or deletions to the provisions of this section 
3h or section 4b shall be made by FPA without the prior written approval of 
the Florida Commissioner of Insurance.  Participating Physician shall not 
balance bill any Member.

<PAGE>
i)   Records and Reports; Encounter Data.

i)   Participating Physician shall maintain such records and provide such 
medical, financial and administrative information to FPA as may be 
necessary for compliance by FPA and Health Plan with state and federal 
law, as well as for program management purposes.  Participating Physician 
agrees to provide FPA monthly encounter data on such forms as may be 
approved by FPA and FPA may withhold Participating Physician's monthly 
capitation payment, or a portion of such capitation payment, if such 
encounter data is not received from Participating Physician within thirty 
(30) days from the date Participating Physician renders services.  Records 
shall be maintained for a period of not less than seven (7) years from the 
termination of this Agreement and be retained further if records are under 
review or audit until such review or audit is complete.  FPA, Health Plan, 
state and federal officials shall have access at reasonable times, upon 
demand, to the books and medical records of Participating Physician relating 
to the health care services provided Members, to the cost thereof, and to 
Copayments received by Participating Physician from Members and FPA and 
Health Plan shall have the right to copy such books and medical records, 
either with the written consent of Members which consent as contained in 
Health Plan's enrollment form is hereby deemed satisfactory by Participating 
Physician for such purposes, or as otherwise provided by applicable law.  
In the event an examination of the Covered Services rendered under this 
Agreement is conducted by appropriate state, federal or other governmental 
officials, Participating Physician shall submit any required books and 
records to facilitate such examination.  FPA, Health Plan, state and federal 
officials shall also have the right to inspect, at reasonable times, 
Participating Physician's facilities pursuant to FPA's or Health Plan's 
quality improvement and peer review procedures and state and federal 
mandated procedures.

ii)  Participating Physician shall maintain a medical record for each Member 
in accordance with the requirements established by FPA, consistent with 
applicable state and federal laws.  Medical records of Members will include 
reports from referral providers, discharge summaries, records of Emergency 
Services received by Member and such other information as FPA may reasonably 
request.  Medical records of Members shall be treated as confidential so as 
to comply with all applicable state and federal laws and regulations 
regarding the confidentiality of patient records.

j)   Member Grievances.  Participating Physician agrees to cooperate with 
FPA and Health Plan in resolving any Member grievances related to the 

<PAGE>
provision of health services hereunder.  In this regard, Participating 
Physician agrees to participate in grievance procedures, as FPA and Health 
Plan from time to time may establish, and comply with all final 
determinations rendered.

k)   Insurance.

i)   Participating Physician agrees to maintain in force such policies of 
general and professional liability insurance, as shall be necessary, to 
insure Participating Physician and their employees against any claim or 
claims for damages arising by reason of personal injuries or death 
occasioned, directly or indirectly, in connection with the performance of 
any service by Participating Physician.  The amounts and extent of such 
professional liability insurance coverage shall be subject to the approval 
of FPA and shall not be less than $250,000 per occurrence, $750,000 per 
policy period or as otherwise required by applicable laws or regulations.  
In addition, Participating Physician shall obtain and maintain General 
Liability insurance in amounts no less than $1,000,000 per occurrence 
Combined Single Limit or as otherwise required by applicable laws or 
regulations.  Participating Physician shall provide Certificates of 
Insurance to FPA upon request.  Both parties shall obtain worker's 
compensation insurance to cover all employees as required by applicable 
state law.  Participating Physician further agrees that FPA shall be 
given thirty (30) days prior written notice of cancellation or termination 
of Participating Physician's insurance policies.  In the event of such 
cancellation and/or termination, FPA may terminate this Agreement effective 
immediately upon Participating Physician's receipt of written notice from 
FPA.

ii)  Participating Physician agrees to notify FPA immediately whenever a 
Member files a claim or a notice of intent to commence legal action against 
Participating Physician.  Upon request by FPA or Health Plan, Participating 
Physician agrees to provide full details of the nature, circumstances and 
disposition of such claims to FPA, Health Plan or their legal representatives.

iii) The parties agree to adhere to and be bound by the common law and 
statutory principles of indemnification and contribution as they exist in 
the State of Florida.

1)   Indemnification and Hold Harmless.  Participating Physician agrees to 
indemnify and hold FPA, Health Plan, HCFA, AHCA and any Member harmless from 
and against any and all debts of Participating Physician; provided, however, 
this provision shall not abrogate the responsibility of Health Plan to pay 
for Covered Services as a licensed health maintenance 

<PAGE>
organization as provided in section 2d.  Participating Physician agrees to 
indemnify and 
hold harmless FPA, Health Plan, HCFA, AHCA, and any Member from any and all 
debts, claims, damages, costs, causes of action, expenses or liabilities, 
including reasonable attorney's fees and court costs, to the extent 
proximately caused by or which may arise out of and/or be incurred in 
connection with, any negligent or other wrongful conduct on the part of 
Participating Physician arising from this Agreement.  In return, FPA agrees 
to indemnify and hold Participating Physician harmless from any and all 
debts, claims, damages, costs, causes of action, expenses or liabilities, 
including reasonable attorney's fees and court costs, to the extent 
proximately caused by or which may arise out of and/or be incurred in 
connection with, any negligent or other wrongful conduct on the part of 
FPA arising from this Agreement.  This section shall survive the termination 
of this Agreement for any reason, including insolvency.

m)   Administration.

i)   Participating Physician agrees to cooperate and participate in FPA's 
UM/Ql program or a Health Plan's UM/Ql program, if applicable, including 
peer review and/or provider or Member grievance programs, external audit 
systems, and administrative process as may be established by FPA.  
Participating Physician shall comply with all final determinations rendered 
pursuant to the UM/QI program.  The UM/QI program shall include, but not 
be limited to, pre-authorization of elective admissions and procedures, 
referral processes and reporting of encounter data.  Each party agrees to 
notify the other party within two (2) business days whenever a Member files 
an informal or formal complaint as set forth in FPA's or Health Plan's 
grievance procedure, as provided by FPA from time to time, and to refer 
Members who have complaints to Health Plan's Member Services Department.  
Each party shall cooperate with the other party in the investigation of 
any such complaint.

ii)  FPA and Health Plan may use the name of Participating Physician and 
his/her address, phone number, types of practice, hospital affiliations, 
as may be applicable, and an indication of Participating Physician's 
willingness to accept additional Members in FPA's and Health Plan's roster 
of Participating Providers and other FPA materials.  Participating Physician 
may use the name of FPA to indicate it is a contracting provider, subject 
to FPA's written approval, which, approved, shall not be unnecessarily 
withheld.  Both parties agree that this Agreement is an indication that 
provider is willing to accept additional Members with FPA.

iii) Participating Physician will cooperate to the fullest extent possible 
to allow FPA to evaluate possible subordination claims and to 

<PAGE>
coordinate benefits in accordance with the National Association of Insurance 
Commissioner's (NAIC) guidelines.  In the event Participating Physician 
provides Covered Services to a Member, Participating Physician, at his/her 
sole cost and expense, will cooperate to the fullest extent possible to:

a)   Determine whether the Member has medical services coverage in addition 
to Health Plan;

b)   Determine the Member's primary and secondary payor, in accordance with 
NAIC's guidelines; and

C)   Secure reimbursement from primary payor.

iv)  Participating Physician agrees to assist and work with the Medical 
Director in implementing the UM/Ql program and resolving other issues 
related to the delivery of health services that may arise from time to time.

n)   Cooperation with Health Plan.  Participating Physician understands that 
Health Plans will place certain obligations upon FPA regarding the quality of 
care received by Members and that Health Plans in certain instances will have 
the right to oversee and review the quality of care administered to Members.  
Participating Physician agrees to cooperate with Health Plans in the review 
of the quality of care administered to Members.  Participating Physician 
further agrees to participate in any Member grievance procedures, upon the 
request of FPA or a Health Plan.

o)   Risk Management.  Participating Physician shall participate in FPA 
and/or Health Plan's risk management program by allowing access to his/her 
respective facilities for scheduled reviews and audits.  Additionally, 
Participating Physician shall notify FPA and/or Health Plan's risk management 
department of any and all Incidents involving Health Plan Members in writing 
within two (2) calendar days of occurrence.  Thereafter, FPA and 
Participating Physician and Health Plan's risk management department shall 
coordinate all investigative efforts.

p)   Representation of Participating Physician.  FPA shall represent 
Participating Physician in matters with Health Plans pertaining to the 
provision of Covered Services under this Agreement, and Participating 
Physician grants FPA the written consent to such representation.

4.   TERM AND TERMINATION

a)   Term.  When executed by both parties, this Agreement shall become 
effective as of the date set forth in the introductory paragraph on page 1 
hereof and shall continue in effect for a period of one (1) year from that 
date.  Thereafter, the Agreement shall be automatically renewed for periods 
of one (1) year unless terminated as provided below.


<PAGE>
b)  Termination.

i)   This Agreement may be terminated by either party at any time by written 
notice given at least ninety (90) days in advance of such termination.  This 
Agreement may also be terminated by FPA effective immediately upon written 
notice if Participating Physician violates sections 3b(i), (ii), (iv), (vii), 
(viii), (x), (xi), (xii), 3f, 3h, 3k, 3m(i), 51 or 5m hereof or if, in FPA's 
reasonable opinion, continuation of this Agreement will negatively affect 
Members' care.  This Agreement may also be terminated by FPA if Participating 
Physician commits a material breach of any provision herein.

ii)  Participating Physician shall provide ninety (90) days advance written 
notice to FPA, Health Plan, Department of Insurance and the Agency for Health 
Care Administration before terminating this Agreement for any reason.  The 
non-payment by FPA for goods or services rendered by Participating Physician 
to Members shall not be a valid reason for avoiding this ninety (90) day 
advance notice of termination provision.  Upon receipt by FPA of a ninety 
(90) day termination notice, FPA may, if requested by Participating 
Physician, terminate this Agreement in less than ninety (90) days if Health 
Plan is not financially impaired or insolvent.  This provision is being 
included in this Agreement pursuant to Fla. Stat.  641.315.

iii) Upon such termination, the rights of each party hereunder shall 
terminate, provided however, that such action shall not release Participating 
Physician or FPA of their obligations with respect to:  (a) payments accrued 
to Participating Physician, prior to termination; (b) Participating 
Physician's agreement not to seek compensation from Members for Covered 
Services provided prior to termination or pursuant to subsection (c) below; 
and (c) the continuation of Participating Physician's obligations with 
respect to, and Participating Physician's care for, then Members until 
continuation of such Members' care can be arranged by FPA consistent with 
sound medical judgment or, at FPA's election, until the anniversary date of 
such Members' coverage by Health Plan, but not to exceed twelve (12) months.  
FPA shall compensate Participating Physician, as applicable, for such care 
pursuant to the terms of this Agreement.  Participating Physician further 
agrees; (a) this provision shall survive the termination of this Agreement 
regardless of the cause giving rise to termination and shall be construed to 
be for the benefit of Member, FPA and Health Plan, as applicable, and (b) 
this provision supersedes any oral or written contrary agreement now existing 
or hereafter entered into between 

<PAGE>
Participating Physician and Members, or 
persons acting on their behalf.  No modifications, additions, or deletions 
to the provisions of this section 4b shall be made by FPA without the prior 
written approval of the Florida Commissioner of Insurance.  Upon notice of 
termination, Participating Physician shall cooperate fully with FPA and FPA 
protocols, if any, in the transfer of Members to other health care 
providers.

iv)  Participating Physician agrees that, pursuant to a Payor Agreement, a 
Health Plan may, with or without cause, terminate or obligate FPA to 
terminate Participating Physician's participation in the Health Plan 
notwithstanding the continuation of this Agreement.  In such event of 
termination, Participating Physician expressly agrees to hold FPA and Health 
Plan harmless from any liability or damage arising from, relating to or 
resulting from FPA's compliance with its obligations under a Payor Agreement 
to terminate Participating Physician's provision of services to Health Plan 
Members in connection with such Payor Agreement.  This provision shall 
survive the termination of this Agreement.

5.   MISCELLANEOUS

a)   Modification of this Agreement.  Subject to the provisions hereafter, 
this Agreement may be amended or modified in writing as mutually agreed upon 
by the parties.  In addition, FPA may modify this Agreement upon thirty (30) 
days written notice to Participating Physician.  Failure of Participating 
Physician to object to such modification during the thirty (30) day notice 
period shall constitute acceptance of such modification.  If Participating 
Physician objects to such modification or amendment notwithstanding section 
5o, below, FPA may terminate this Agreement upon written notice pursuant to 
section 4b.  This Agreement shall automatically be amended to comply with 
the requirements of state or federal law and, if applicable, the compensation 
rates in the Attachment B and C shall be adjusted accordingly.

b)   Interpretation.  The validity, enforceability and interpretation of any 
of the clauses of this Agreement shall be determined and governed by 
applicable Florida law as well as applicable federal laws.  In the event of 
any conflict between this Agreement and a contract entered into between 
Health Plan and:  (i) the State of Florida for prepaid Medicaid Members; 
(ii) HCFA for prepaid Medicare Members; and/or (iii) any governmental 
entity with respect to a government health care or benefit program (the 
"Contracts") for which Participating Physician is providing services, the 
Contracts shall govern.  Participating Physician agrees to be subject to 
all requirements that may be imposed on FPA and Participating Physician by 
Health Plan under the Payor Agreement.  In the event of any conflict between 
this Agreement and a Payor Agreement for which Participating Physician is 

<PAGE>
providing services, the Payor Agreement shall govern.  The parties agree 
that jurisdiction for any legal action regarding this Agreement shall be in 
the state or federal courts in Dade County, Florida.  Except where provided 
in favor of Member, Health Plans and/or certain governmental entities, 
there shall be no third party beneficiaries to this Agreement.

c)   This Agreement shall not be considered valid until approval of 
Participating Physician by Credentialing Committee.  Participating Physician 
shall continue to meet the standards for participation set by the 
Credentialing Committee throughout the term of this Agreement.

d)   This Agreement shall not be construed as a guarantee, warrant or 
promise that Members will be referred or assigned to Participating Physician 
by FPA.

e)   Severability.  The illegality, unenforceability or ineffectiveness of 
any provision of this Agreement shall not affect the legality, enforceability 
or effectiveness or any other provision of this Agreement.

f)   Waiver.  The waiver of any breach of any term, covenant or condition of 
this Agreement, shall not be deemed a waiver of any subsequent breach of the 
same or any other term, covenant or condition.

g)   Notice.  Any notice required to be given pursuant to the terms and 
provisions hereof shall be sent by certified mail, return receipt requested, 
postage prepaid, or by overnight mail service such as Federal Express, to 
FPA at:

Attn: Contracts Department
FPA Medical Management of Florida, Inc.
5835 Blue Lagoon Drive
Miami, Florida 33126

and to Participating Physician:

Apollo Eye Associates, Inc.
2424 North Federal Highway
Suite 362
Boca Raton, Florida 33431

h)   Relationship of Parties.

i)   None of the provisions of this Agreement is intended to create nor 
shall be deemed or construed to create any relationship between the parties 
hereto other than that of independent entities contracting with each other 
hereunder solely for the purpose of effecting the provisions of this 
Agreement.  None of the above nor any of their respective employees shall 
be construed to be the agent, employer or representative of the other nor 
will any of the above have an expressed or implied right of authority to 
assume or create any 

<PAGE>
obligation or responsibility on behalf of or in the 
name of the other party.

ii)  Nothing contained in this Agreement shall be construed to require 
Participating Physician to: (i) recommend any procedure or course of 
treatment which a Participating Physician deems professionally unacceptable; 
or (ii) recommend that FPA or Health Plan deny benefits for any procedure or 
course of treatment.

iii) FPA agrees that it shall not intervene in any way or manner with the r
endition of medical services by Participating Physician, it being understood 
and agreed that the traditional relationship between Physician and patients 
will be maintained.  Thus, Participating Physician agrees that denial of 
authorization by FPA or Health Plan for a particular course of medical 
treatment shall not relieve Participating Physician from providing or 
recommending such care to Members as they deem to be appropriate nor shall 
such benefit determination be considered to be a medical determination by 
FPA or Health Plan.  All coverage determinations are appealable by Members 
and Participating Physician agrees to inform Members of their right to 
appeal an adverse utilization review or coverage determination pursuant to 
FPA's or Health Plan's grievance procedures.

i)   Headings.  The headings in this Agreement are inserted merely for the 
purpose of convenience and do not limit, define or extend the specific terms 
so designated.

j)   Agreements with Employees and Independent Contractors.  Notwithstanding 
any interpretation of this Agreement to the contrary, Participating Physician 
agrees that all of the provisions of this Agreement, unless clearly 
inapplicable, shall apply with equal force to Participating Physicians' 
employees or independent contractors and Participating Physician agrees to 
assure such compliance.  Participating Physician agrees, and shall require 
its employees and independent contractors who are providing Participating 
Physician Services to Members to agree that in the event of any 
inconsistency, omission or misinterpretation in the contract entered into 
by Participating Physician and the employee or independent contractor, the 
terms of this Agreement shall control, notwithstanding any review and/or 
approval of those agreements by FPA.  At FPA's request, Participating 
Physician shall provide FPA with copies of all forms of agreements entered 
into to render services to Members pursuant to this Agreement.

k)   Professional Corporations or Partnerships.  In the event that 
Participating Physician contracts with a Physician that is a professional 
corporation, professional association or partnership rather than an 
individual Physician 

<PAGE>
or provider, Participating Physician agrees that all 
of the terms set forth herein applicable to a Participating Physician shall 
apply with equal force to both the professional corporation, professional 
association or partnership and the individual Physician or providers 
associated with such entity.

l)   Proprietary Information.  Participating Physician recognizes that all 
material provided to them by FPA, including Member lists, is not the property 
of Participating Physician.  Participating Physician shall not use such 
information for any purpose other than to accomplish the purposes of this 
Agreement.  Participating Physician shall not disclose or release such 
material to any third-party without the prior written consent of FPA.  
This specifically includes, but is not limited to, use of any of the above 
referenced materials, directly or indirectly, to further the business 
purposes of any other organization or business including, but not limited 
to, Participating Physician, HMOs or other alternative health care delivery 
systems or other entities in the business of FPA.  Upon notice of the 
termination of this Agreement, Participating Physician agrees to return all 
such materials, including all copies, whether authorized or not, to FPA.  
This provision shall survive the termination or expiration of any term or 
provision of this Agreement.  In addition, Participating Physician shall 
not solicit Members, directly or indirectly, to enroll in any different 
insurance or health coverage or alternative health care delivery system than 
currently enrolled by such Members.  This provision shall survive the 
termination or expiration of any term or provision of this Agreement for a 
period of one (1) year from the effective date of termination.  The parties 
agree that any violation of this section by Participating Physician will 
result in irreparable injury to FPA and Health Plan.  Therefore, in addition 
to any remedies otherwise available to FPA and Health Plan and 
notwithstanding section 5m below, FPA and Health Plan are hereby entitled to 
an injunction enjoining and restraining Participating Physician, and any 
related individuals or parties from violating this section.   If it is 
determined that the scope of the provisions of this section are too extensive 
to be enforceable by court, then they shall be modified to be whatever is 
determined by a court to be reasonable in order to obtain enforcement and 
the parties hereto agree to accept such determination subject to any appeals.  
For purposes of this section, information shall not be considered proprietary 
if (i) such information is required to be disclosed pursuant to law, 
provided, however, that FPA is provided reasonable advance notice of such 
disclosure, or (ii) such information is generally available to the public 
other than through a violation of this section by Participating Physician.

m)   Arbitration.  Except as provided in section 5l, any dispute, controversy 
or claim arising out of or relating to, this Agreement shall, on the request 
of one party served upon the other, be submitted to arbitration.  Any such 


<PAGE>
dispute, controversy or claims will be settled by arbitration in accordance 
with the rules of the American Arbitration Association then in effect.  Any 
order, judgment or decision of the arbitrators may be entered in a court of 
competent jurisdiction.  The cost of any arbitration, including but not 
limited to attorneys' and related fees, shall be borne solely upon the losing 
party.  The site of arbitration shall be at the corporate offices of FPA in 
Dade County, Florida.  Notwithstanding the rules of the American Arbitration 
Association, the arbitrators shall not be permitted to award punitive 
damages.

n)   Affirmative Action.  Participating Physician agrees to abide by the 
nondiscrimination and affirmative action requirements of Executive Order 
11246, the Vietnam Era Veterans Readjustment Assistance Act of 1974, section 
503 of the Rehabilitation Act of 1973, and the implementing rules and 
regulations of the Office of Federal Contract Compliance Programs, U.S. 
Department of Labor, as found in the Code of Federal Regulations, Title 41, 
Chapter 60.

o)   Entire Agreement.  This Agreement (including all attachments annexed 
hereto) contains all the terms and conditions agreed upon by the parties and 
supersedes all other agreements of the parties, oral or otherwise, regarding 
the subject matter hereof.

<PAGE>
HEREOF, the undersigned have executed this Agreement as of the day and year 
first above written.

FPA                                   PARTICIPATING PHYSICIAN
/s/ Richard Collado                   /s/ J. R. Damron, Jr.
Title:  VP MSO Operations             Title:  Chief Financial Officer
Date:  June 2, 1997                   Date:  May 28, 1997
				      Tax ID No.:  65-0636932
<PAGE>
ATTACHMENT A

PARTICIPATING PHYSICIAN SERVICES

"Participating Physician Services" for the purposes of this Agreement means 
all the services customarily provided by Physician practicing in the field of 
Optometry and Optical including, without limitation, such services rendered 
in a Physician's office, ambulatory care facility, or on an inpatient basis 
performed at the applicable Health Plan's Participating Provider hospitals 
which are Covered Services and are rendered in a manner consistent with all 
provisions of this Agreement, FPA's UM/QI protocols and the applicable 
Certificate, and at non-participating hospitals in the Service Area provided 
Participating Physician is notified of the need for a Participating Physician 
by FPA or its designee.

<PAGE>
ATTACHMENT A- I

The following is a list of Physicians on whose behalf this Agreement has 
been entered into with FPA, including any Physician employed by, associated 
with, or contracted with Participating Physician.  This list may be amended 
by FPA and Participating Physician as necessary; however, all Physicians 
affiliated with Participating Physician as described above are considered 
bound by the requirements of this Agreement whether or not they are listed 
in this Attachment A-1, with the sole exception of Physicians explicitly 
defined in this Attachment A- I as not participating with FPA under this 
Agreement.

<PAGE>
ATTACHMENT A-2

HEALTH PLAN(S)

PCA Family Health Plan, Inc.

PCA Health Plans of Florida, Inc.

Foundation Health, A Florida Health Plan, Inc.

<PAGE>
ATTACHMENT A-3

SERVICE AREA

The Service Area shall be defined as Dade, Broward, Palm Beach, and St. Lucie 
Counties.

<PAGE>
ATTACHMENT B


COMPENSATION

Compensation shall be based on a RBRVS conversion factor determined by the 
Specialty Care Allocation Fund as defined Attachment C.

FPA Conversion Factors as of 10/01/96:

Commercial HMO Coverage Plans:  $26.75
Medicaid HMO Coverage Plans:    $24.03
Senior HMO Coverage Plans:      $26.75

Not withstanding the above, the following Covered Services will be reimbursed 
as such:

Routine well care vision examination    $35.00
Frames and lenses, single vision        $25.00
Frames and lenses, bifocal              $35.00
Frames and lenses, trifocal             $45.00
Contact lenses, medically necessary     $63.00

No reimbursement will exceed the covered benefit amount.

Frames shall be provided from Apollo's Executive Collection, which includes 
72 current styles.  This frame collection is available for inspection by FPA.

Lenses shall be CR-39 plastic lenses as follows:

Single Vision 
Bifocals - Round 22, FT25 or FT28
Trifocals - 7 x 28

Contacts lenses will consist of the following:

Daily wear - Prosite "XT", Prosite Thin
Extended wear - Prosite "55"
Disposable - Prosite Disposable

<PAGE>
ATTACHMENT C

I    SPECIALTY CARE FINANCIAL ALLOCATION FUND

On a monthly basis, FPA shall allocate a portion of its revenue ("Financial 
Allocation Fund" or "Fund") for the payment of authorized Covered Services 
provided by Participating Providers according to the following categories.

a)   Commercial HMO Coverage Plans
b)   Medicaid HMO Coverage Plans
c)   Senior HMO Coverage Plans

2.   PAYMENT FOR SERVICES

Payments to Participating Physicians from the Fund will be calculated on a 
monthly basis, in accordance with the following:

a)   Fund Adjustments

i)   Payments to providers or other parties with whom FPA or Participating 
Physician have made other formal arrangements shall be debited against the 
Fund.

ii)  Payments made to providers or other parties that have provided services 
to Members that are eligible through Health Plans shall be debited against 
the Fund.

iii) A reasonable reserve for incurred but not received (IBNR) claims to be 
submitted by non-participating physicians or other providers of services, 
including physician services rendered in situations of Medical Emergency, 
shall be debited against the Fund.  Adjustments to this allowance, either 
upward or downward, may be made by FPA based on actual claims activity.  
Eligible claims submitted by non-participating physicians or other providers 
shall be paid from this allowance.

iv)  FPA shall have the right to make necessary and reasonable adjustments 
to the Fund in order to ensure financial integrity of FPA or to assure FPA 
is in compliance with any or all of the following:      Fla. Stat. 641.315, 
Health Plan agreements, applicable state or federal statutes, requirements 
promulgated by HMO Quality Assurance/Improvement governing bodies, the Health 
Care Financing Administration (HCFA), or any other recognized entity or 
legislation charged with HMO/Managed Care regulation.

<PAGE>
3.   ELIGIBLE CLAIMS

i)   Eligible claims submitted by Participating Physician will be reimbursed 
from the Fund as follows:

ii)  Each item of service shall be identified by a CPT-4 service code and 
relative value under the Resource Based Relative Value Scale (RBRVS).

iii) Claims submitted against the Fund shall be calculated using the 
applicable FPA conversion factor.  FPA conversion factors shall be calculated 
quarterly, in FPA's reasonable discretion, based on the amount of the Fund 
following the deduction of allowances as noted above, divided by the total 
number of authorized RBRVS units billed to the Fund during the previous 
quarter.  Conversion factors shall be subject to quarterly adjustments by 
FPA, in order to account for fluctuations in eligible claim activity.  
Payment to Participating Physician shall be based on the applicable quarterly 
conversion factor in effect at the time of payment multiplied by the number 
of RBRVS units for the applicable CPT code(s).  Eligible claims shall be 
paid no later than thirty (30) working days following the date of receipt by 
FPA.

iv)  Eligible claims will be considered claims for services that meet all of 
the following conditions:

a)   Services are a benefit under applicable Health Plan;

b)   Prior authorization for services has been obtained from Primary Care 
Physician and/or FPA, or in the case of an Emergency, whichever is 
applicable;

c)   Claims have been submitted to FPA within sixty (60) days of the date of 
service, or within sixty (60) days from initial denial in the case of a claim 
re-submission;

v)   Eligible claims must provide all necessary information, including but 
not limited to the following:

a)   Member Social Security number
b)   Member name
c)   Member employer name (if applicable)
d)   Group number
e)   Patient name, if different
f)   Patient date of birth
g)   Patient's relationship to Member


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h)   Patient gender
i)   COB information
j)   If accident or illness was work-related or TPL
k)   Date of Service
1)   Place of Service
m)   Participating Physician's name, address, and TIN
n)   Name of referring physician
o)   CPT-4 with modifiers
p)   Diagnostic coding (ICD-9)
q)   Itemized charges
r)   Copayment amount
s)   Medicaid aid code, if applicable
t)   Operative reports, if applicable
u)   Authorization number