[LETTERHEAD OF TLC THE LASER CENTER, INC.]

April 4, 1997

SENT BY FACSIMILE

Frances JK Brotherhood
3124 County Road 810
Alvarado, Texas
76009

Frances,

Further to our conversation of this morning, I am pleased to outline and
formalize our agreement as follows:

Position:               Vice President, Corporate Development

Start Date:             March 31, 1997

Responsibilities:       o  Membership on Strategic Planning Team:
                           o  systems review
                           o  assist with integration of 20/20 and TLC
                           o  management structure and philosophy review

                        o  Any other projects and responsibilities deemed
                           appropriate as the TLC business evolves.

Automobile               Our current policy on car expenses is to reimburse @ 31
Allowance:               cents per mile for travel in the U.S. and @ 30 cents
                         per kilometer for travel in Canada. However, you have
                         asked for $6,000.00 per year in lieu of this, which
                         requires Elias' approval. I will advise you once I have
                         discussed this with him.

Other Business           All reasonable expenses related to TLC business will be
Expenses:                reimbursed as per policy when Expense Reports are
                         submitted monthly and approved, along with all related
                         original receipts, in accordance with TLC's Corporate
                         Finance Policies and Procedures which you are getting
                         from Sabrina. A U.S. American Express Card will follow.

Health Care Plan:        You will be enrolled in TLC's family U.S. health care
                         plan which will take effect upon commencement of
                         employment. I understand that the details of this plan
                         have already been discussed with Nina and yourself and
                         that you have already received the details in the 
                         package sent to you on February 7th.

Vacation:                You will be entitled to 4 weeks (20 business days)
                         vacation per annum based on your anniversary date as
                         part of this employment agreement. Vacation cannot be
                         taken until after its 'earned' unless pre-agreed upon.
<PAGE>

Salary:                  $130,000 U.S. per annum paid bi-weekly. The possibility
                         of upward salary adjustments will be tied to our salary
                         and performance evaluations system effective September
                         1st of each year and/or any major change of
                         responsibility. As a corporate employee you will also
                         be eligible for Share Options which are distributed
                         December 1st of each year in accordance with our Share
                         Option Plan. A copy of the plan will be forwarded to
                         you by Janet Craig. The normal eligibility period is 1
                         year of employment, which we are waiving in your case.

Frances, as also discussed, we are hiring you as a full-time employee at the
full-time salary, however, we have agreed that in the short-term, you will be
continuing with some personal consulting assignments which will not conflict
with our business or your effectiveness. The continuation of these will be
further discussed depending on your change of responsibilities.

I am also attaching the Confidentiality/Non-Compete Agreement that we agreed
upon which, in essence, does not preclude you from working within the eye-care
market, but does prevent you from working with a direct competitor in the
refractive business. I hope that it meets your needs, as we discussed.

As far as severance arrangements are concerned, this was an area that we had not
discussed, and since we do not have any such standard policy in place at this
time, I will have to discuss this with Elias and Ron Kelly prior to making a
commitment. However, I would not be uncomfortable with providing you a minimum
of 3 months salary and benefit continuation upon commencement of your position
until we implement a policy for the Senior Management group. Once this policy is
in place, and if it is different, then you would automatically be eligible for
that plan.

Once again, Frances, I hope the above meets with your approval and if so, please
sign below.

We have received all of your completed benefit forms and the W4 form, as well as
your void personal check. Thank you for your prompt attention in providing these
to us.

I look forward to working with you!

Yours sincerely,


/s/ Maddie Walker

Maddie Walker
Chief Operating Officer

--------------------------------------------------------------------------------

I agree to be bound by the above, and acknowledge that it correctly sets out the
arrangements agreed upon between us relating to my employment.


/s/ FJKB                                       04 APR 97
-----------------------------------            ---------------------------------
Frances JK Brotherhood                         Date


/s/ Brenda Holloway                            4-7-97
-----------------------------------            ---------------------------------
Witness                                        Date

                                     ===========================================
                                     [STATE           BRENDA HOLLOWAY
                                      SEAL]     Notary Public, State of Texas
                                             My Commission Expires Oct. 28, 1997
                                     ===========================================

This document is considered legal and binding if transmitted via facsimile.