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                                                                   EXHIBIT 10.10

                              EMPLOYMENT AGREEMENT

        THIS AGREEMENT is made as of this          day of         , 2001,

BETWEEN:

                  TLC LASER EYE CENTERS INC., a corporation incorporated under
                  the laws of the Province of Ontario

                  (the "Corporation")

                  - and -

                  PAUL FREDERICK, of the City of Burlington, in the Province of
                  Ontario

                  (the "Employee")

RECITAL:

A.       The Corporation and the Employee wish to enter into this Agreement to
         set forth the rights and obligations of each of them as regards the
         Employee's employment with the Corporation;

                  NOW THEREFORE in consideration of the mutual covenants and
agreements contained in this Agreement and other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the Corporation
and the Employee agree as follows:

1.                DEFINITIONS

         1.1.     In this Agreement,

                  1.1.1. "AFFILIATE" has the meaning attributed to such term in
                  the Business Corporations Act (Ontario) as the same may be
                  amended from time to time and any successor legislation
                  thereto;



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                                      -2-


                  1.1.2. "AGREEMENT" means this agreement and all schedules
                  attached to this agreement, in each case as they may be
                  amended or supplemented from time to time, and the expressions
                  "hereof', "herein", "hereto", "hereunder", "hereby" and
                  similar expressions refer to this agreement and unless
                  otherwise indicated, references to sections are to sections in
                  this agreement;

                  1.1.3. "BASIC SALARY" and "SALARY" have the respective
                  meanings attributed to such terms in section 5.1;

                  1.1.4. "BENEFITS" has the meaning attributed to such term in
                  section 5.4;

                  1.1.5. "BUSINESS DAY" means any day, other than Saturday,
                  Sunday or any statutory holiday in the Province of Ontario;

                  1.1.6. "CHANGE OF CONTROL" for the purposes of this Agreement,
                  shall be deemed to have occurred when:

                           1.1.6.1. any Person acquires or becomes the
                           beneficial owner of, or a combination of Persons
                           acting jointly and in concert acquires or becomes the
                           beneficial owner of, directly or indirectly, more
                           than 40% of the voting securities of the Corporation,
                           whether through the acquisition of previously issued
                           and outstanding voting securities, or of voting
                           securities that have not been previously issued, or
                           any combination thereof, or any other transaction
                           having a similar effect;

                           1.1.6.2. the Corporation amalgamates with one or more
                           corporations other than a Subsidiary;

                           1.1.6.3. the Corporation sells, leases or otherwise
                           disposes of all or substantially all of its assets
                           and undertaking, whether pursuant to one or more
                           transactions;




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                                      -3-


                           1.1.6.4. any Person not Part of existing management
                           of the Corporation or any Person not controlled by
                           the Corporation or by any Affiliate enters into any
                           arrangement to provide management services to the
                           Corporation which results in either (i) the
                           termination by the Corporation of the employment of
                           any two of the Chief Executive Officer, Chief
                           Operating Officer, Chief Financial Officer, or
                           General Counsel for any reason other than Just Cause;
                           or (ii) the termination by the Corporation for any
                           reason other than Just Cause of the employment of all
                           such senior executive personnel within six months of
                           the date that such arrangement is entered into for
                           any reason other than Just Cause; or

                           1.1.6.5. the Corporation enters into any transaction
                           or arrangement which would have the same or similar
                           effect as the transactions referred to in sections
                           1.1.6.1, 1.1.6.2, 1.1.6.3 or 1.1.6.4 above,

                  1.1.7. "CONFIDENTIAL INFORMATION" means all confidential or
                  proprietary information, intellectual property (including
                  trade secrets) and confidential facts relating to the business
                  or affairs of the Corporation or any of its Subsidiaries;

                  1.1.8. "DISABILITY" means the mental or physical state of the
                  Employee such that the Employee has been unable as a result of
                  illness, disease, mental or physical disability or similar
                  cause to fulfil his obligations under this Agreement either
                  for any consecutive 6 month period or for any period of 12
                  months (whether or not consecutive) in any consecutive 24
                  month period;

                  1.1.9. "EMPLOYMENT PERIOD" has the meaning attributed to such
                  term in section 4;

                  1.1.10. "ESA" means the Employment Standards Act (Ontario) as
                  the same may be amended from time to time and any successor
                  legislation thereto;

                  1.1.11. "GOOD REASON" means:




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                                      -4-


                           1.1.11.1. without the express Written consent of the
                           Employee, any change or series of changes in the
                           responsibilities or status of the Employee with the
                           Corporation, such that immediately after such change
                           or series of changes the responsibilities and status
                           of the Employee, taken as a whole, and taking into
                           account the size and complexity of the business of
                           the Corporation and its Subsidiaries and Affiliates
                           are not at least substantially equivalent to those
                           assigned to him immediately prior to such change or
                           series of changes, except in connection with the
                           termination of the Employee's employment by the
                           Corporation for Just Cause or on death, Disability or
                           Retirement or a voluntary resignation by the Employee
                           other than a resignation for Good Reason;

                           1.1.11.2. a reduction by the Corporation in the
                           Employee's Basic Salary as in effect on the date
                           hereof or as the same may be increased from time to
                           time;

                           1.1.11.3. the taking of any action by the Corporation
                           which would materially adversely affect the
                           Employee's participation in, or materially reduce the
                           Employee's Benefits or bonus remuneration and other
                           similar plans in which the Employee is participating
                           at the date hereof (or such other package of plans as
                           may be implemented after the date hereof providing
                           the Employee with substantially similar benefits), or
                           the taking of any action by the Corporation which
                           would deprive the Employee of any material fringe
                           benefit enjoyed by him at the date hereof;

                           1.1.11.4. the requirement that the Employee be based
                           anywhere other than the Corporation's principal
                           executive offices except for required travel on the
                           Corporation's business to an extent substantially
                           consistent with the Employee's present travel
                           obligations, or in the event the Employee consents to
                           any such relocation, the failure by the Corporation
                           to pay (or reimburse the Employee for) all reasonable
                           moving expenses



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                                      -5-


                           incurred by the Employee or to indemnify the Employee
                           against any excess in (A) the cost of a principal
                           residence in the new location which is comparable to
                           the Employee's principal residence at the time of the
                           relocation, over (B) the amount realized by the
                           Employee upon the sale of his principal residence at
                           the time of the relocation; or

                  any reason which would be considered to amount to constructive
                  dismissal by a court of competent jurisdiction.

                  1.1.12. "JUST CAUSE" means the willful failure of the Employee
                  to properly carry out his duties after notice by the
                  Corporation of the failure to do so and an opportunity for the
                  Employee to correct the same within a reasonable time from the
                  date of receipt of such notice, or theft, fraud, dishonesty or
                  misconduct by the Employee involving the property, business or
                  affairs of the Corporation or its Subsidiaries or the carrying
                  out of the Employee's duties;

                  1.1.13. "PERSON" means any individual, partnership, limited
                  partnership, joint venture, syndicate, sole proprietorship,
                  company or corporation with or without share capital,
                  unincorporated association, trust, trustee, executor,
                  administrator or other legal personal representative,
                  regulatory body or agency, government or governmental agency,
                  authority or entity however designated or constituted,

                  1.1.14. "RESTRICTED PERIOD" means, as the case may be, (i) the
                  notice period provided for in section 8; or (ii) one year if
                  the employment of the Employee is terminated pursuant to
                  section 10.2 or 10.3;

                  1.1.15. "RETIREMENT" means Retirement in accordance with the
                  Corporation's retirement policy;

                  1.1.16. "SUBSIDIARIES" has the meaning attributed to such term
                  by the Business Corporations Act (Ontario) as the same may be
                  amended from time to time and any successor legislation
                  thereto;



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                  1.1.17. "YEAR OF EMPLOYMENT" means any 12 month period
                  commencing on FEBRUARY 19, 2001 or on any anniversary of such
                  date, provided that for the purposes of this Agreement, the
                  "First Year of Employment" shall be deemed to commence on
                  February 19, 2001 and to end on February 19, 2002.

2.                EMPLOYMENT OF THE EMPLOYEE


                  The Corporation shall employ the Employee, and the Employee
shall serve the Corporation, in the position of Vice-President, Human Resources
on the conditions and for the remuneration hereinafter set out. In such
position, the Employee shall perform or fulfil such duties and responsibilities
as the Corporation may designate from time to time and as are reasonably
consistent with the position of Vice-President, Human Resources. The Employee
shall report to the President and Chief Operating Officer of the Corporation.

3.                PERFORMANCE OF DUTIES

                  During the Employment Period, the Employee shall faithfully,
honestly and diligently serve the Corporation and its Subsidiaries as
contemplated above. The Employee shall (except in the case of illness or
accident) devote all of his working time and attention to his employment
hereunder and shall use his best efforts to promote the interests of the
Corporation,

4.                EMPLOYMENT PERIOD

                  The Employee's employment under this Agreement shall, subject
to section 8 and section 10, be for an indefinite term. Accordingly, the
Corporation shall employ the Employee and the Employee shall serve the
Corporation as an employee in accordance with this Agreement for the period
beginning on the date hereof and ending on the effective date the employment of
the Employee under this Agreement is terminated in accordance with section 8.2
or section 10 (the "Employment Period").


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                                      -7-


5.                REMUNERATION

         5.1. BASIC REMUNERATION. The Corporation shall pay the Employee a gross
         Salary in respect of each Year of Employment in the Employment Period
         (before deduction for income taxes and other required deductions, such
         as C.P.P. and E.I. contributions but excluding the Benefits paid by the
         Corporation as provided in the TLC Benefit Plan) of $170,000 (the
         "Basic Salary"), plus a $7,500 annual car allowance and a 5% annual
         retirement allowance, payable in equal installments on every second
         Friday in each month during such year, with a pro-rata adjustment in
         the Basic Salary in the event that such year begins or terminates on a
         day other than the second Friday in each month, the first payment to be
         made on March 2, 2001. The Basic Salary shall, in the sole and absolute
         discretion of the board of directors of the Corporation, be subject to
         an increase on the basis of an annual review, and the first such review
         shall occur no later than February 19, 2002. The Basic Salary shall be
         prorated in respect of the First Year of employment such that the
         employee shall be entitled and the Corporation shall be required to pay
         in respect of each such year only that proportion of the Basic Salary
         that the number of days in the First Year of Employment is to 365.

         5.2. BONUS REMUNERATION. The Executive shall, in respect of each Year
         of Employment during the Employment Period, receive such bonus
         remuneration, as outlined in Schedule 5.2.

         5.3. STOCK OPTIONS. The employee shall receive 40,000 stock options
         granted on his start date subject to the terms of the Corporation's
         share option plan. The Employee shall, in respect of each Year of
         Employment during the Employment Period, receive such stock options, if
         any, as the board of directors of the Corporation, in its sole
         discretion may, pursuant to the terms of the Corporation's stock option
         plan, authorize.

         5.4. BENEFITS. The Corporation shall provide to the Employee, in
         addition to Salary and stock options, if any, the benefits (the
         "Benefits") described in the TLC Benefit Plan, such Benefits to be
         provided in accordance with and subject to the terms and conditions of
         the applicable plan relating thereto in effect from time to time.




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         5.5. PRO-RATA ENTITLEMENT IN THE EVENT OF TERMINATION. If the
         Employee's employment is terminated pursuant to section 8 or section 10
         or if the Employee dies during the Employment Period, the Employee
         shall be entitled to receive in respect of his entitlement to Salary,
         and the Corporation shall be required to pay in respect thereof, only
         that proportion of the Salary in respect of the Year of Employment in
         which the effective date of the termination of employment or the date
         of death occurs that the number of days elapsed from the commencement
         of such Year of Employment to the effective date of termination or the
         date of death is to 365.

6.                EXPENSES

                  Subject to the terms of the Corporation's expense policy, the
Corporation shall pay or reimburse the Employee for all travel and out-of-pocket
expenses reasonably incurred or paid by the Employee in the performance of his
duties and responsibilities upon presentation of expense statements or receipts
or such other supporting documentation as the Corporation may reasonably
require.

7.                VACATION

                  The Employee shall be entitled during each Year of Employment
during the Employment Period to vacation with pay of four weeks. Vacation shall
be taken by the Employee at such time as may be acceptable to the Corporation
having regard to its operations. Except with the prior written consent of the
Chief Executive Officer (i) no more than two weeks of vacation shall be taken
consecutively; and (ii) the vacation entitlement earned in a Year of Employment
cannot be carried forward to a subsequent Year of Employment. Notwithstanding
the foregoing, in the event that the Employee's employment is terminated
pursuant to section 8 or section 10, the Employee shall not be entitled to
receive any payment in lieu of any vacation to which he was entitled and which
had not already been taken by him except to the extent, if any, of the payments
in respect of vacation pay required by the Employment Standards Act.




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8.                TERMINATION

         8.1. NOTICE. The Employee's employment may, subject to section 10 and
         section 11 hereof, be terminated at any time:

                  8.1.1. by the Corporation without prior notice and without
                  further obligations to the Employee for reasons of Just Cause;

                  8.1.2. by the Corporation for any reason other than Just
                  Cause, including the occurrence of Disability, on twelve
                  months prior written notice to the Employee provided that if
                  the Employee is entitled under the ESA to a longer period of
                  notice than that prescribed above, the notice to be given by
                  the Corporation under this section 8.1.2 shall be that minimum
                  period of notice which is required under the ESA and no more;
                  or

                  8.1.3. by the Employee on one month's notice to the
                  Corporation.

          The Employee's employment shall be automatically terminated in the
event of his death.

         8.2. EFFECTIVE DATE. The effective date on which the Employee's
         employment shall be terminated shall be:

                  8.2.1. in the case of termination under section 8.1.1, the day
                  the Employee is deemed, under section 18, to have received
                  notice from the Corporation of such termination;

                  8.2.2. in the case of termination under section 8.1.2 or
                  section 8.1.3, the last day of the minimum period referred to
                  therein; and

                  8.2.3. in the event of the death of the Employee, on the date
                  of his death.

                  Notwithstanding the foregoing, where the Corporation is giving
or has given the notice pursuant to section 8.1.2 above, the Corporation shall
have the right, at any time prior to the end of the Employment Period and by
giving notice to the Employee to that effect (a "Stop




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Work Notice"), to require that the Employee cease to perform his duties and
responsibilities and cease attending the Corporation's premises immediately upon
the giving of the Stop Work Notice. If a Stop Work Notice is given, the
Corporation shall continue to pay the Employee to the end of the Employment
Period. For that purpose, in calculating the Employee's entitlement to Salary,
bonus, and to Benefits under any fund, plan or arrangement, if any, the Employee
shall be considered to have been actively employed by the Corporation to the end
of the Employment Period. Notwithstanding the foregoing, if the employment of
the Employee is terminated because of the occurrence of Disability, the Employee
will, in accordance with the terms of the particular plan, be eligible to
continue to receive Benefits.

9.                RIGHTS OF EMPLOYEE ON TERMINATION AND LUMP SUM PAYMENT


                  Where the Employee's employment under this Agreement has been
terminated by the Corporation under section 8.1.2, the Employee shall be
entitled, upon receipt by the Corporation of appropriate releases, resignations,
and other similar documentation, to receive from the Corporation, in addition to
accrued but unpaid Salary and bonus remuneration, if any and any entitlement in
respect of vacation as contemplated by section 7, a lump sum payment equal to
twelve month's Salary and 2.5 percent of his Salary in respect of his
entitlement to Benefits, less any amounts payable to the Employee in lieu of
notice where a Stop Work Notice has been given pursuant to section 8.1.2 and
less any amounts owing by the Employee to the Corporation for any reason. For
the purposes of the Employee's entitlement to Benefits, the Employee shall
receive an amount equal to 2.5 percent of his Basic Salary for the purpose of
obtaining equivalent coverage during the notice period. Notwithstanding the
foregoing, if the employment of the Employee is terminated because of the
occurrence of Disability, the Employee will, in accordance with the terms of the
particular plan, be eligible to continue to receive Benefits.

                  Except as provided above in this section and subject to
section 10 and section 11, where the Employee's employment has been terminated
by the Employee or by the Corporation for any reason, the Employee shall not be
entitled, except to the extent required under any mandatory employment standard
under the ESA, to receive any payment as severance pay, in





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                                      -11-


lieu of notice, or as damages. Except as to any entitlement as provided above
and subject to section 10 and section 12, the Employee hereby waives any claims
that the Employee may have against the Corporation for or in respect of
severance pay, or on account of loss of office or employment or notice in lieu
thereof or damages in lieu thereof (other than rights to accrued but unpaid
Salary and vacation pay and to reimbursement for expenses pursuant to section
6). The payments to the Employee where the Corporation has given notice pursuant
to section 8.1.2 above, whether or not a Stop Work Notice is given, shall be
deemed to include and to satisfy entitlement to severance pay pursuant to the
ESA to the extent of such payments.

10.               CHANGE OF CONTROL

         10.1. TERMINATION OF EMPLOYMENT BY THE CORPORATION FOR JUST CAUSE.
         Following a Change of Control, the Corporation may terminate the
         Employee's employment at any time without notice or further obligations
         to the Employee under this Agreement for reasons of Just Cause. For
         greater certainty, following a Change of Control the Employee shall not
         be deemed to have been terminated for Just Cause unless and until there
         has been delivered to the Employee a copy of a resolution duty adopted
         by the affirmative vote of not less than three-quarters of the entire
         membership of the board of directors of the Corporation (excluding the
         Employee if the Employee is at the time a director of the Corporation)
         at a meeting of the board called and held for the purpose (after
         reasonable notice to the Employee), finding that in the good faith
         opinion of the Board the Employee's conduct constituted Just Cause and
         specifying the particulars thereof. The date on which such resolution
         is given to the Employee shall be the effective date of any termination
         pursuant to this section 10.1.


         10.2. TERMINATION BY THE EMPLOYEE WITHOUT GOOD REASON Notwithstanding
         the provisions of section 8 hereof, if at any time within six months
         following a Change of Control the Employment of the Employee is
         voluntarily terminated by the Employee for any reason other than (i)
         Good Reason, Disability, death, or Retirement; or (ii) by the
         Corporation for Just Cause, the Employee shall be entitled to an amount
         equal to his annual Salary (less any required statutory deductions and
         withholdings).




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         10.3. TERMINATION OF EMPLOYMENT WITHOUT JUST CAUSE OR FOR GOOD REASON.
         Notwithstanding the provisions of section 8 and section 10.2 hereof, if
         at any time within 24 months following a Change of Control, the
         Employee's employment is terminated, (i) by the Corporation other than
         for Just Cause; or (ii) by the Employee in response to a Good Reason,
         the following provisions shall apply:


                  10.3.1. the Employee shall be entitled to receive, and the
                  Corporation shall pay to the Employee immediately following
                  termination, a cash amount equal to one times the Employee's
                  Basic Salary less any required statutory deductions;

                  10.3.2. the Employee shall be entitled to receive, and the
                  Corporation shall pay to the Employee, immediately following
                  termination, a cash amount equal to five percent of his annual
                  Salary in lieu of continued benefit coverage; and

                  10.3.3. if at the date of termination of the Employee's
                  employment, the Employee holds options for the purchase of
                  shares under a share option plan, all options so held shall,
                  notwithstanding the terms of the Corporation's share option
                  plan, (i) immediately vest to the extent they have not already
                  vested at such date; and (ii) (A) continue to be held on the
                  same terms and conditions as if the Employee continued to be
                  employed by the Corporation or (B) if the Employee so elects
                  in writing within 90 days after the date of termination, be
                  purchased by the Corporation at a cash purchase price equal to
                  the amount by which the aggregate "fair market value" of the
                  shares subject to such options exceeds the aggregate option
                  price for such shares, provided that for this purpose, "fair
                  market value" means the higher of (i) the average of the
                  closing prices for the shares of the same class of the
                  Corporation on the principal securities exchange (in terms of
                  volume of trading) on which such shares are listed at the time
                  of termination for each of the last 10 days prior to such time
                  on which such shares traded on such securities exchange, and
                  (ii) if the Change of Control involved the purchase and sale
                  of such shares, the average value of the cash consideration
                  paid to the shareholders of the




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                                      -13-


                  Corporation in connection with the transactions resulting in
                  the Change of Control.

For purposes of this Agreement, the Employee's employment shall be deemed to
have been terminated following a Change of Control by the Corporation without
Just Cause or by the Executive with Good Reason, if (i) the Employee's
employment is terminated by the Corporation without Just Cause prior to a Change
of Control and such termination was at the request or direction of a Person who
has entered into an agreement with the Corporation or any shareholder of the
Corporation the consummation of which would constitute a Change of Control; (ii)
the Employee terminates his employment with Good Reason prior to a Change of
Control and the circumstance or event which constitutes Good Reason occurs at
the request or direction of a Person who has entered into an agreement with the
Corporation or any shareholder of the Corporation the consummation of which
would constitute a Change of Control; or (iii) the Employee's employment is
terminated by the Corporation without Just Cause prior to a Change of Control
and the Employee reasonably demonstrates that such termination is otherwise in
connection with or in anticipation of a Change of Control which actually occurs.

For greater certainty, this section 10.3 does not apply in the event of the
termination of the employment of the Employee as a result of death, Disability
or Retirement or by the Corporation for Just Cause or, subject to section 10.2
by the Employee without Good Reason. If the Employee or the Corporation intends
to terminate the Employee's employment as contemplated in this section 10, the
party having such intention shall in accordance with the provisions of section
18 hereof give the other notice thereof.

11.               RIGHTS AFTER THREE YEARS EMPLOYMENT

                  Notwithstanding the provisions of sections 8, 9 and 10 hereof,
if this Agreement is terminated at any time following February 19, 2004, the
Employee shall be entitled:

         11.1. in the case of termination pursuant to section 8.1.2, to twelve
         months plus one month for each full Year of Employment worked following
         the third anniversary Year of





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                                      -14-


         Employment to a maximum of six months prior written notice and the
         effective date of termination shall be the last day of such notice
         period;

         11.2. with respect to the Employee's right to elect a lump sum payment
         pursuant to section 9, to receive an amount equal to one year's Basic
         Salary plus one month's Basic Salary for each full Year of Employment
         worked following the third anniversary Year of Employment to a maximum
         of six months' Basic Salary and five percent of annual Salary in lieu
         of continued benefit coverage (less any amounts payable to the Employee
         in lieu of notice where a Stop Work Notice has been given pursuant to
         section 8.2 and less any amounts owing by the Employee to the
         Corporation for any reason). For greater certainty, if the employment
         of the Employee is terminated because of the occurrence of Disability,
         the Employee will, in accordance with the particular plan, fund or
         arrangement be eligible to continue to receive Benefits; and

         11.3. if the Employee's employment is terminated without Just Cause or
         for Good Reason following a Change of Control, the employee shall be
         entitled to receive (i) a cash amount equal to two times Basic Salary
         (less any required statutory deductions); and (ii) the Employee shall
         be entitled to receive a cash amount equal to ten percent of the
         Employee's Basic Salary in lieu of continued benefit coverage.


12.               NO OBLIGATION TO MITIGATE

                  The Employee shall not be required to mitigate the amount of
any payment or Benefits provided for in this Agreement by seeking other
employment or otherwise, nor (except as specifically provided herein), shall the
amount of any payment provided for in this Agreement be reduced by any
compensation earned by the Employee as a result of employment by another
employer after termination or otherwise.

13.               NON-COMPETITION

                  The Employee shall not, either during the Employment Period or
for the greater of the Restricted Period and for a period of one year following
the end of the Employment Period, within Canada or the United States of America,
directly or indirectly, in any manner whatsoever





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                                      -15-


including, without limitation, either individually, or in partnership, jointly
or in conjunction with any other Person, or as employee, principal, agent,
director or shareholder:

                  (i)      be engaged in any undertaking;

                  (ii)     have any financial or other interest (including an
                           interest by way of royalty or other compensation
                           arrangements) in or in respect of the business of any
                           Person which carries on a business; or

                  (iii)    advise, lend money to, guarantee the debts or
                           obligations of or permit the use of the Employee's
                           name or any parts thereof by any Person which carries
                           on a business;

which is the same as or substantially similar to or which competes with or would
compete with the refractive laser corrective surgery business carried on during
the Employment Period or at the end thereof, as the case may be., by the
Corporation or any of its Subsidiaries.

                  Notwithstanding the foregoing, nothing herein shall prevent
the Employee from owning not more than 5% of the issued shares of a corporation,
the shares of which are listed on a recognized stock exchange or traded in the
over the counter market in Canada or the United States, which carries on a
business which is the same as or substantially similar to or which competes with
or would compete with the business of the Corporation or any of its
Subsidiaries.

14.               NO SOLICITATION OF PATIENTS

                  The Employee shall not, either during the Employment Period or
the greater of the Restricted Period or a period of one year following the end
of the Employment Period, directly or indirectly, contact or solicit any
designated patients of the Corporation or any of its Subsidiaries for the
purpose of selling to the designated patients any products or services which are
the same as or substantially similar to, or in any way competitive with, the
refractive laser corrective surgery products or services sold by the Corporation
or any of its Subsidiaries during the Employment Period or at the end thereof,
as the case may be. For the purpose of this section,




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                                      -16-


a designated patient means a Person who was a patient of the Corporation or of
any of its Subsidiaries during some part of the Employment Period.

15.               NO SOLICITATION OF EMPLOYEES

                  The Employee shall not, either during the Employment Period or
the Restricted Period and for a period of one year following the Restricted
Period, directly or indirectly, employ or retain as an independent contractor
any employee of the Corporation or any of its Subsidiaries or induce or solicit,
or attempt to induce, any such person to leave his/her employment.

16.               CONFIDENTIALITY

                  The Employee shall not, either during the Employment Period or
at any time thereafter, directly or indirectly, use or disclose to any Person
any Confidential Information provided, however, that nothing in this section
shall preclude the Employee from disclosing or using Confidential Information
if:

         16.1. the Confidential Information is available to the public or in the
         public domain at the time of such disclosure or use, without breach of
         this Agreement; or

         16.2. disclosure of the Confidential Information is required to be made
         by any law, regulation, governmental body, or authority or by court
         order.

The Employee acknowledges and agrees that the obligations under this section are
to remain in effect in perpetuity and shall exist and continue in full force and
effect notwithstanding any breach or repudiation, or alleged breach or
repudiation, by the Corporation of this Agreement.

17.               REMEDIES

                  The Employee acknowledges that a breach or threatened breach
by the Employee of the provisions of any of sections 13 to 16 inclusive will
result in the Corporation and its shareholders suffering irreparable harm which
is not capable of being calculated and which cannot be fully or adequately
compensated by the recovery of damages alone. Accordingly, the Employee agrees
that the Corporation shall be entitled to interim and permanent injunctive
relief,




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                                      -17-


specific performance and other equitable remedies, in addition to ally other
relief to which tile Corporation may become entitled.

18.               NOTICES

                  Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be given by prepaid first-class
mail, by facsimile or other means of electronic communication or by
hand-delivery as hereinafter provided, except that any notice of termination by
the Corporation under section 8 or section 10 shall be hand-delivered or given
by registered mail. Any such notice or other communication, if mailed by prepaid
first-class mail at any time other than during a general discontinuance of
postal service due to strike, lockout or otherwise, shall be deemed to have been
received on the fourth Business Day after the post-marked date thereof, or if
mailed by registered mail, shall be deemed to have been received on the day such
mail is delivered by the post office, or if sent by facsimile or other means of
electronic communication, shall be deemed to have been received on the Business
Day following the sending, or if delivered by hand shall be deemed to have been
received at the time it is delivered to the applicable address noted below
either to the individual designated below or to an individual at such address
having apparent authority to accept deliveries on behalf of the addressee.
Notice of change of address shall also be governed by this section. In the event
of a general discontinuance of postal service due to strike, lock-out or
otherwise, notices or other communications shall be delivered by hand or sent by
facsimile or other means of electronic communication and shall be deemed to have
been received in accordance with this section. Notices and other communications
shall be addressed as follows:



<PAGE>
                                      -18-


         a)       if to the Employee:

         PAUL FREDERICK
         3295 GOLDEN EAGLE DRIVE
         BURLINGTON, ONTARIO
         L7M 2R7

         b)       if to the Corporation:

         TLC Laser Eye Centers Inc.
         5280 Solar Drive
         Suite 300
         Mississauga, Ontario
         L4W 5M8

         Attention:          President and Chief Operating Officer
         Telecopier number:  (905) 602-8081

19.               HEADINGS

                  The inclusion of headings in this Agreement is for convenience
of reference only and shall not affect the construction or interpretation
hereof.

20.               INVALIDITY OF PROVISIONS

                  Each of the provisions contained in this Agreement is distinct
and severable and a declaration of invalidity or unenforceability of any such
provision by a court of competent jurisdiction shall not affect the validity or
enforceability of any other provision hereof.

21.               ENTIRE AGREEMENT

                  This Agreement constitutes the entire agreement between the
parties pertaining to the subject matter of this Agreement. This Agreement
supersedes and replaces all prior agreements, if any, written or oral, with
respect to the Employee's employment by the Corporation and any rights which the
Employee may have by reason of any such prior agreement or by reason of the
Employee's prior employment, if any, by the Corporation. There are no
warranties, representations or agreements between the parties in connection with
the subject matter of this Agreement except as specifically set forth or
referred to in this Agreement. No





<PAGE>
                                      -19-


reliance is placed on any representation, opinion, advice or assertion of fact
made by the Corporation or its directors, officers and agents to the Employee,
except to the extent that the same has been reduced to writing and included as a
term of this Agreement. Accordingly, there shall be no liability, either in tort
or in contract, assessed in relation to any such representation, opinion, advice
or assertion of fact, except to the extent aforesaid.

22.               WAIVER, AMENDMENT

                  Except as expressly provided in this Agreement, no amendment
or waiver of this Agreement shall be binding unless executed in writing by the
party to be bound thereby. No waiver of any provision of this Agreement shall
constitute a waiver of any other provision nor shall any waiver of any provision
of this Agreement constitute a continuing waiver unless otherwise expressly
provided.

23.               CURRENCY

                  All amounts in this Agreement are stated and shall be paid in
Canadian currency.

24.               EMPLOYERS AND EMPLOYEES ACT NOT TO APPLY

                  The Corporation and the Employee agree that section 2 of the
Employers and Employees Act (Ontario) shall not apply to or in respect of this
Agreement or the employment of the Employee hereunder.

25.               GOVERNING LAW

                  This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein.

26.               COUNTERPARTS

                  This Agreement may be signed in counterparts and each of such
counterparts shall constitute an original document and such counterparts, taken
together, shall constitute one and the same instrument.




<PAGE>
                                      -20-


27.               ACKNOWLEDGEMENT

                  The Employee acknowledges that:

         27.1. the Employee has had sufficient time to review and consider this
         Agreement thoroughly;

         27.2. the Employee has read and understands the terms of this Agreement
         and the Employee's obligations hereunder; and

         27.3. the Employee has been given an opportunity to obtain independent
         legal advice, or such other advice as the Employee may desire,
         concerning the interpretation and effect of this Agreement; and

         27.4. this Agreement is entered into voluntarily and without any
         pressure and the Employee's continued employment has not been made
         conditional upon execution of this Agreement by the Employee.



                  IN WITNESS WHEREOF the parties have executed this Agreement.


                                    TLC Laser Eye Centers Inc.



                                    By: /s/ TOM O'HARE               2/27/01
                                       -------------------------------------
                                         Tom O'Hare
                                         President and Chief Operating Officer

Witness
                                    )
                                    )
                                    )
                                    )
                                    )
                                    )
/s/ [ILLEGIBLE]                     )   /s/ PAUL FREDERICK         2/28/2001
--------------------------------    )  -------------------------------------
                                    )    Paul Frederick


<PAGE>


                                  SCHEDULE 5.2

                               BONUS REMUNERATION



In respect of each Year of Employment during the Employment Period, the Employee
shall be entitled to receive a maximum of fifty (50%) percent of his salary as
bonus remuneration based upon performance criteria agreed upon by the President
and Chief Operating Officer.