LIMITED LIABILITY COMPANY AGREEMENT

                     OF CONNECTICUT LASER MANAGEMENT, L.L.C.
     Organized under the Delaware Limited Liability Company Act (the "Act").

                                   ARTICLE I.

                                NAME AND LOCATION

     Section  1.1.  Name.  The  name  of  this  limited   liability  company  is
Connecticut Laser Management, L.L.C. (the "Company").

         Section  1.2.  Members.  The  only  members  of the  Company  upon  the
execution of this Limited Liability Company Agreement (this  "Agreement")  shall
be Ken Moadel,  M.D.  ("Moadel"),  and Prime RVC,  Inc., a Delaware  corporation
("Prime").  For purposes of this  Agreement,  the  "Members"  shall include such
named  members  and any new  members  admitted  pursuant  to the  terms  of this
Agreement,  but does not  include  any  person or entity  who has ceased to be a
member in the Company.

     Section 1.3. Principal  Offices.  The principal office of the Company shall
be located at 1301 Capital of Texas Hwy., Suite C-300,  Austin, Texas 78746-6550
and or at such other locations as may be selected by the Members.

     Section 1.4. Registered Agent and Address. The name of the registered agent
and the  address  of the  registered  office of the  Company as set forth in the
Certificate of Formation of the Company are:

                                            The Corporation Trust Company
                                            1209 Orange Street
                                            Wilmington, Delaware 19801

     Section 1.5.  Other  Offices.  Other  offices and other  locations  for the
transaction of business shall be located at such places as the Managers may from
time to time determine.

         Section 1.6 Formation and Ownership.  The Company was initially  formed
with a single member,  Moadel. Moadel subsequently  transferred a 60% Membership
Interest in the Company to Prime RVC pursuant to a certain Assignment Agreement.
This agreement  supercedes and replaces any prior membership  agreement or other
governing or  organizational  document of the Company other than the Certificate
of Formation.

         Section 1.7 Other  Agreements.  Prime RVC and Moadel  each  acknowledge
that they are parties to a certain Contribution  Agreement dated effective April
1, 2000, among Prime Medical Services,  Inc., a Delaware  corporation  ("PMSI"),
Prime, New York Laser Management,  L.L.C., a Delaware limited liability company,
Ken Moadel,  M.D., P.C. d/b/a New York Eye Specialists,  a New York professional
corporation,  and Moadel (the  "Contribution  Agreement").  Prime RVC and Moadel
each  acknowledge  and agree that the Company is being formed as a result of the
transactions  consummated pursuant to the Contribution  Agreement,  and that the
formation of the Company and the  transaction  of business by the Company  shall
not be deemed to alter,  amend or terminate  the  Contribution  Agreement or any
other Transaction Document (as defined in the Contribution Agreement). Prime RVC
and Moadel also acknowledge the existence and enforceability of (a) that certain
Facility  Development  Agreement,  entered into as of the date of this Agreement
among the parties to the  Contribution  Agreement and the Company (the "Facility
Development  Agreement"),   and  (b)  that  certain  Office  and  Equipment  Use
Agreement,  entered into as of the date of this  Agreement  between the Company,
Moadel and Ken Moadel, M.D., P.C., a Connecticut  professional  corporation (the
"Office and Equipment Use Agreement").  Each of Prime RVC and Moadel agrees that
this Agreement, the Facility Development Agreement, the Office and Equipment Use
Agreement,  and all other New Development  Documents (as defined in the Facility
Development Agreement) shall be deemed Transaction Documents for purposes of the
Contribution Agreement.

                                   ARTICLE II.

                                   MEMBERSHIP

     Section 2.1. Members' Interests.  The "Membership  Interest" of each Member
is set forth on Exhibit A.

         Section 2.2.  Admission  to  Membership.  The  admission of new Members
shall be only by the vote of the Managers pursuant to Section 8.9 hereof. If new
Members are admitted,  this Agreement  shall be amended to reflect each Member's
revised Membership Interest.

     Section 2.3.  Property  Rights.  No Member shall have any right,  title, or
interest in any of the property or assets of the Company.

         Section 2.4.  Liability of Members.  No Member of the Company  shall be
personally  liable for any debts,  liabilities,  or  obligations of the Company,
including  under a  judgment  decree,  or order of court,  except  as  expressly
provided otherwise in an agreement between the Member and the Company or another
party.

         Section 2.5.  Transferability of Membership.  Except as provided below,
Membership  Interests in the Company are  transferable  only with the  unanimous
written  consent  of all  Members.  If such  unanimous  written  consent  is not
obtained when  required,  the  transferee  shall be entitled to receive only the
share of  profits  or other  compensation  by way of  income  and the  return of
contributions  and  distributions of available  earnings to which the transferor
Member otherwise would be entitled.

         Notwithstanding  the  foregoing,  the following  shall not be deemed to
violate any provision of this Agreement (each, a "Permitted Transfer"):  (i) the
Membership Interests of Prime may be freely transferred, without consent, to any
entity that is then owned or controlled, directly or indirectly, by PMSI (or its
successor in interest), (ii) the Membership Interests of Prime (or any affiliate
of Prime that is a Permitted  Transferee of such  Membership  Interests)  may be
transferred  pursuant  to and  in  accordance  with  Section  8 of the  Facility
Development  Agreement,  (iii) the  Membership  Interests  of any  Member may be
freely assigned,  pledged or otherwise  transferred,  without consent, to secure
any debt,  liability or obligation  owed to Prime by the Company,  any Member or
any entity  affiliated  with the Company,  (iv) the Membership  Interests of any
Member  may be  freely  assigned,  pledged  or  otherwise  transferred,  without
consent, in favor of the Lender(s) under, or by the Lender(s) as a result of the
enforcement of any security  interest  arising pursuant to, those certain Credit
Facilities (the "Credit  Facilities") of PMSI and/or any of PMSI's subsidiaries,
(v) the pledge by Moadel of his right to receive  distributions from the Company
in respect of his  Membership  Interest,  and (vi) the  Membership  Interests of
Moadel may be transferred (A) to a trust or trusts (a "Permitted Trust") for the
benefit of Moadel  and/or  members of Moadel's  immediate  family  (including an
entity  owned by a Permitted  Trust) but only where Moadel  either  controls the
trust  or  retains  during  his  lifetime  the  exclusive  ability  to vote  the
Membership Interests (pursuant to a written proxy or other instrument reasonably
acceptable  in form and  substance  to  Prime),  (B) to an entity (a  "Permitted
Entity") that is wholly-owned,  directly or indirectly, by Moadel and/or members
of Moadel's  immediate family,  but only where Moadel either controls the entity
or retains  during his lifetime  the  exclusive  ability to vote the  Membership
Interests (pursuant to a written proxy or other instrument reasonably acceptable
in form and  substance  to Prime),  or (C) from a Permitted  Trust or  Permitted
Entity to Moadel.

         In  addition,  after the  expiration  of the four (4) year  period (the
"Toll Period")  immediately  following the Closing Date (as such term is defined
in the Facility Development  Agreement),  Moadel shall be entitled to give a two
(2) year  notice of his  intent  to sell all or any  portion  of his  Membership
Interest at the  expiration  of the two (2) year  notification  period to one or
more New York licensed ophthalmologists that are primarily engaged in Refractive
Surgery  and  reasonably  acceptable  to Prime  (and  such  transfer  shall be a
"Permitted  Transfer").  Notwithstanding the foregoing,  the Toll Period and the
two (2) year notice requirements shall not apply if (a) the physician transferee
of the Membership  Interest being  transferred by Moadel will own less than five
percent (5%) of the total outstanding  Membership Interests of the Company after
the transfer,  (b) the physician  transferee is reasonably  acceptable to Prime,
and (c) the physician  transferee executes both an exclusive use agreement and a
non-compete  agreement containing terms and provisions  substantially similar to
those  contained in Section 9.2 and Section 9.3 of the  Contribution  Agreement,
except that (i) the term of the  non-compete  agreement shall end one year after
such  transferee  ceases its use of Newco's  offices and equipment,  and if such
cessation of use occurs within three years of such  transferee's  receipt of the
equity  interest,  then such  transferee must forfeit the equity interest for no
consideration  and  (ii) it  shall  not be  necessary  to  include  a  provision
requiring such physician to transferee  devote his or her full business time and
attention  to  rendering  professional  opthalmic  and medical  services for any
period  of time  or in any  location  following  such  cessation  of use by such
physician  transferee.  If  the  recipient  of  the  Membership  Interest  being
transferred  by  Moadel  will own  more  than  five  percent  (5%) of the  total
outstanding Membership Interests of the Company (after the transfer), then, as a
condition to any such transfer,  the physician  transferee  must execute both an
exclusive  use  agreement  and a  non-compete  agreement  containing  terms  and
provisions  substantially  similar to those contained in Section 9.2 and Section
9.3 of the Contribution Agreement.

         As an express condition to any transfer by any Member or any transferee
of any Member, the proposed transferee shall have agreed in writing, in form and
substance  reasonably  satisfactory to the non-transferring  Members,  that such
proposed  transferee  will be bound by all of the terms and  provisions  of this
Agreement,  the Facility Development  Agreement,  the Contribution Agreement and
any other Transaction Document which by reasonable implication are applicable to
the  Membership  Interest  being  transferred  and not solely  the  transferring
Member.  Notwithstanding any other provisions of this Agreement,  if Moadel dies
or  becomes  incapacitated  and  can no  longer  manage  his  affairs,  Moadel's
executor,    administrator,    conservator,    guardian,    trustee,    personal
representative,  or the holder of a power of attorney  from Moadel may  exercise
all of the rights of Moadel under this  Agreement,  including the right to vote,
to designate a Manager, and to receive  distributions.  In the event of Moadel's
death,  Moadel's Membership Interest shall transfer to, and this Agreement shall
be binding upon (to the extent such  provisions  may be reasonably  applied to a
Member  who is not a  licensed  ophthalmologist)  and inure to the  benefit  of,
Moadel's heirs or legatees,  including, if applicable, to the beneficiaries of a
Permitted Trust,  whether by the laws of descent and distribution,  operation of
law or  otherwise,  each of whom shall be a  Permitted  Transferee  of  Moadel's
Membership Interest.

         Section  2.6.  Withdrawal  of  Members.  Except in the case of Moadel's
death or  permanent  disability,  and  without  limiting a  Member's  ability to
complete a Permitted  Transfer,  a Member may not  withdraw as a Member from the
Company except on the unanimous consent of the remaining  Members.  The terms of
the Member's  withdrawal shall be determined by agreement  between the remaining
Members and the withdrawing Member.

                                  ARTICLE III.

                                MEMBERS' MEETINGS

         Section  3.1.  Time and Place of Meeting.  All  meetings of the Members
shall be held at such  time and at such  place  within or  without  the State of
Delaware as shall be determined by the Managers.

         Section 3.2. Annual  Meetings.  In the absence of an earlier meeting at
such  time and place as the  Managers  shall  specify,  annual  meetings  of the
Members shall be held at the  principal  office of the Company on the date which
is thirty  (30) days after the end of the  Company's  fiscal year if not a legal
holiday,  and if a legal holiday,  then on the next full business day following,
at 10:00 a.m.,  at which  meeting the Members may transact  such business as may
properly be brought before the meeting.

     Section  3.3.  Special  Meetings.  Special  meetings  of the Members may be
called at any time by any Member.  Business transacted at special meetings shall
be confined to the purposes stated in the notice of the meeting.

         Section 3.4.  Notice.  Written or printed notice stating the place, day
and hour of any Members'  meeting,  and, in the case of a special  meeting,  the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) days nor more than thirty (30) days before the date of the special
meeting,  either  personally  or by mail,  by or at the  direction of the person
calling the meeting, to each Member entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered three (3) days after it is deposited
in the United  States  mail,  postage  prepaid,  to the Member at such  Member's
address as it appears on the records of the Company at the time of mailing.

         Section 3.5. Quorum. Members present in person or represented by proxy,
holding  more than fifty  percent  (50%) of the total votes which may be cast at
any meeting  shall  constitute  a quorum at all  meetings of the Members for the
transaction  of  business.  If,  however,  such  quorum  shall not be present or
represented at any meeting of the Members, the Members entitled to vote, present
in person or represented by proxy,  shall have power to adjourn the meeting from
time to time,  without notice other than  announcement  at the meeting,  until a
quorum shall be present or represented. When any adjourned meeting is reconvened
and a quorum shall be present or  represented,  any  business may be  transacted
which might have been  transacted at the meeting as originally  noticed.  Once a
quorum is constituted,  the Members present or represented by proxy at a meeting
may  continue  to  transact  business  until  adjournment,  notwithstanding  the
subsequent  withdrawal therefrom of such number of Members as to leave less than
a quorum.

         Section 3.6. Voting.  Members shall be required to vote in instances or
with respect to matters where member voting is required by applicable  law or to
the extent  expressly  set forth in this  Agreement.  With respect to any act or
transaction  that  requires a vote by the  Members  under  applicable  law,  the
affirmative  vote or  written  consent  of two of the  three  Managers  shall be
required in order to approve the act or transaction,  in each instance.  Subject
to the  foregoing,  when a quorum is  present  at any  meeting,  the vote of the
Members,  whether present or represented by proxy at such meeting,  holding more
than fifty  percent  (50%) of the total  votes  which may be cast at any meeting
shall be the act of the  Members,  unless  the  vote of a  different  number  is
required by the Act, the  Certificate  of  Formation  or this Limited  Liability
Company Agreement. Each Member shall be entitled to one vote for each percentage
point  represented by their  Membership  Interest.  Fractional  percentage point
interests shall be entitled to a corresponding  fractional  vote. The provisions
of this Section shall not interfere  with the provisions of Section 8.9 relating
to  acts or  transactions  requiring  the  written  approval  of two (2) or more
Managers, one of which must be a Manager designated by Moadel.

         Section  3.7.  Proxy.  Every  proxy must be  executed in writing by the
Member or by his duly authorized  attorney-in-fact,  and shall be filed with the
Secretary of the Company prior to or at the time of the meeting.  No proxy shall
be  valid  after  eleven  (11)  months  from the  date of its  execution  unless
otherwise  provided  therein.  Each proxy shall be  revocable  unless  expressly
provided therein to be irrevocable and unless otherwise made irrevocable by law.

         Section 3.8.  Action by Written  Consent.  Subject to the provisions of
Section 8.9, any action  required or permitted to be taken at any meeting of the
Members may be taken  without a meeting if a consent in writing,  setting  forth
the action so taken, shall be signed by all of the Members entitled to vote with
respect to the subject  matter  thereof,  and such  consent  shall have the same
force and effect as a unanimous vote of Members.

         Section 3.9. Meetings by Conference Telephone.  Members may participate
in and hold  meetings  of Members by means of  conference  telephone  or similar
communications  equipment  by means of which all  persons  participating  in the
meeting  can  hear  each  other,  and  participation  in  such a  meeting  shall
constitute   presence  in  person  at  such  meeting,   except  where  a  person
participates  in the  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any  business  on the ground  that the  meeting is not  lawfully
called or convened.

                                   ARTICLE IV.

                        MEMBERSHIP CAPITAL CONTRIBUTIONS

         Section 4.1. Capital Contributions.  Each Member has contributed to the
Company  the  assets  set forth in  Schedule  A.  Schedule A sets forth the fair
market  value of the assets  contributed  to the Company by each  Member,  which
amount  shall be  credited to each  Member's  Capital  Account as their  initial
capital  contribution.  Capital  Accounts shall be maintained in accordance with
Treasury Regulations 1.704-1(b) and -2 and shall be interpreted and applied in a
manner  consistent  therewith.  The Managers  shall have the power to amend this
Agreement as may be  reasonably  necessary to comply with such  regulations.  No
capital  contributions  shall be  required of any Member  without the  unanimous
approval  of all  the  Members  to  raise  additional  capital,  and  only  then
proportionately as to each Member.

         Section 4.2. Deficit Capital Account Balances.  Upon liquidation of the
Company,  no Member with a deficit balance in his Capital Account shall have any
obligation to restore such deficit  balance,  or to make any contribution to the
capital of the Company.

         Section 4.3. Tax Matters  Partner.  The Managers  shall  designate  one
Manager by majority  vote to act as the tax matters  partner  (the "TMP") of the
Company (as defined in the Code), and the TMP is hereby  authorized and required
to represent the Company,  or designate  another person or firm to represent the
Company,  (in each  case,  at the  Company's  expense)  in  connection  with all
examinations of the Company's  affairs by tax authorities,  including  resulting
administrative  and  judicial  proceedings,  and to  expend  Company  funds  for
professional services and costs associated  therewith.  The initial TMP shall be
Teena Belcik.  The Members agree to cooperate with the TMP and its designee,  if
any,  and to do or refrain from doing any or all things  reasonably  required by
the TMP or its designee,  if any, to conduct such proceedings.  The Company will
reimburse the TMP and any such designee for all expenses  incurred in connection
with its  duties  as TMP and any costs  associated  with any  administrative  or
judicial proceeding with respect to the tax liabilities of the Members.

                                   ARTICLE V.

                             DISTRIBUTION TO MEMBERS

         At the end of each calendar quarter, subject only to the qualifications
and limitations set forth below, the Company shall, unless provided otherwise in
accordance  with Section  8.9(b) or Section  8.9(c),  distribute  its  Available
Excess  Earnings (as  hereinafter  defined) to its members,  to be divided among
them in  accordance  with their  Membership  Interests as set forth on Exhibit A
hereto. As used herein,  "Available Excess Earnings" shall mean and refer to all
cash and cash  equivalents of the Company that would not be reasonably  required
in order to (a) satisfy all  accounts  payable  and payment  obligations  of the
Company that will become due in the ordinary  course  within thirty (30) days of
the date of  determination  (assuming  no  receipt  of  additional  cash or cash
equivalents  during  such  thirty  (30) day  period) or (b)  establish  adequate
reserves to satisfy  liabilities or obligations of the Company that are foreseen
and can be reasonably  estimated on the date of determination.  Distributions in
kind shall be made on the basis of agreed  value as  determined  by the Managers
pursuant to Section 8.9(b)(xvii). Notwithstanding the foregoing, the Company may
not make a distribution to its Members in respect of their Membership  Interests
to the extent that,  immediately  after giving effect to the  distribution,  all
liabilities of the Company,  other than  liabilities to the Members with respect
to their  interests  and  liabilities  for which the  recourse of  creditors  is
limited  to  specified  property  of the  Company,  exceed the fair value of the
Company  assets;  except  that the fair  value of  property  that is  subject to
liability for which  recourse of creditors is limited,  shall be included in the
Company  assets only to the extent that the fair value of the  property  exceeds
that  liability.   Notwithstanding  the  foregoing  the  Company  may  not  make
distributions  to its Members in respect of their  Membership  Interests,  other
than required Quarterly Tax Distributions (as hereinafter  defined),  if amounts
are owed under the rights of offset in Section 11.1 of the Facility  Development
Agreement.

         As long as no party  other than PMSI or Prime is in  default  under the
Facility Development Agreement or any other Transaction  Document,  then, to the
extent that (but only to the extent  that) the Company  possesses  the cash flow
necessary  (in the  reasonable  discretion of a majority of its managers) to pay
its  liabilities in the ordinary  course  consistent  with past  practices,  the
Company agrees to make quarterly estimates of its taxable income for the current
tax year and, if not prohibited by law, distribute quarterly (the "Quarterly Tax
Distributions")  an amount that would cover the federal and state  income  taxes
required to be paid by its members with respect  such taxable  income,  based on
each member's then current proportionate interest in the Company,  assuming that
all members pay income taxes on the Company's  taxable  earnings at a rate equal
to the  highest  effective  individual  tax rate in  effect  from  time to time;
provided, further, that the Company shall determine its actual taxable income at
the end of each taxable year and (A) if the  Quarterly  Tax  Distributions  in a
given year should have been higher based on the amount of actual  taxable income
for that year,  promptly  distribute  the amounts  necessary to  eliminate  such
deficiency or (B) if the Quarterly Tax Distributions in a given year should have
been lower  based on the  amount of actual  taxable  income  for that year,  and
amounts are owed under the Acquisition Line, withhold dollar for dollar from the
first  following  Quarterly  Tax  Distribution,   and  then  against  subsequent
Quarterly Tax Distributions in a like manner, the amounts necessary to eliminate
such surplus.

                                   ARTICLE VI.

                      ALLOCATION OF NET PROFITS AND LOSSES

         For  accounting  and income tax  purposes,  all items of income,  gain,
loss, deduction and credit of the Company for any fiscal year shall be allocated
between the Members in accordance with their respective  Membership Interests as
set forth on  Exhibit  A hereto,  except  as may be  otherwise  required  by the
Internal  Revenue  Code  of  1986,  as  amended,  and the  Treasury  Regulations
promulgated  thereunder,  in which case, the Members agree to restructure  their
relationship  in a manner that  preserves  their  respective  economic  benefits
intended  under  the  Facility  Development   Agreement  and  other  Transaction
Documents.

                                  ARTICLE VII.

                           DISSOLUTION AND WINDING UP

     Section 7.1.  Dissolution.  Notwithstanding  any  provision of the Act, the
Company shall be dissolved only upon the first of the following to occur:

     (a) Forty (40) years from the date of filing the  Certificate  of Formation
of the Company; or

     (b) Written consent of all the then current Members to dissolution.

                  (c) The  bankruptcy of a Member,  unless there is at least one
         remaining Member and such Member or, if more than one remaining Member,
         all remaining Members agree to continue the Company and its business.

     (d) The sale of all or substantially all of the assets of the Company.

         Section 7.2.  Winding Up. In the event of  dissolution  of the Company,
the Managers  (excluding any Manager holding office pursuant to designation by a
Member subject to bankruptcy proceedings) shall wind up the Company's affairs as
soon as reasonably  practicable.  On the winding up of the Company, the Managers
shall pay and/or transfer the assets of the Company in the following order:

     (a) In  discharging  liabilities  (including  loans from  Members)  and the
expenses of concluding the Company's affairs; and

                  (b) The balance,  if any,  shall be distributed to the Members
         in  accordance  with  the  positive  balances  of the  Members  Capital
         Accounts. Upon dissolution and distribution of the Company assets, such
         distributed  assets shall be deemed sold with the  resulting net income
         or net loss being  allocated  among the Members and credited or debited
         to their respective Capital Accounts pursuant to Articles IV and VI.

                                  ARTICLE VIII.

                                    MANAGERS

         Section 8.1. Selection of Managers.  Management of the Company shall be
vested in the  Managers.  Initially,  the Company shall have three (3) Managers,
being Brad Hummel and Teena Belcik (as the initial Manager  designees of Prime),
and Ken Moadel,  M.D. (as the initial Manager  designee of Moadel).  Thereafter,
for so long as there are three (3)  Managers,  (a) Prime  shall be  entitled  to
designate two (2) of the Managers; and (b) Moadel shall be entitled to designate
the remaining one (1) Manager. Notwithstanding the foregoing, a Member shall not
be entitled to designate any Manager unless its Membership Interest: (y) has not
(other than as allowed under Section 2.5 of this  Agreement)  been  transferred,
repurchased,  assigned,  pledged,  hypothecated or in any way alienated; and (z)
equals or exceeds the Required  Percent (as defined in the Facility  Development
Agreement)  of the  aggregate  Membership  Interests  (after  including  in such
determination all Membership Interests held by the Permitted Transferees of such
Member);  provided,  however,  that the foregoing limitations shall not apply in
the event the parties restructure their relationship  pursuant to this Agreement
in an effort to comply with any  applicable  law, rule or regulation  that makes
such  restructuring  necessary.  Subject to Section 8.3 of this  Agreement,  the
Members may, by unanimous  vote of all  Members,  from time to time,  change the
number of  Managers of the Company  and remove or add  Managers  accordingly.  A
Manager  shall  serve as a  Manager  until  his or her  resignation  or  removal
pursuant  to  Section  8.2 or 8.3 of this  Article  VIII.  Managers  need not be
residents of the State of Delaware or Members of the Company.

         Section 8.2. Resignations.  Each Manager shall have the right to resign
at any time upon  written  notice of such  resignation  to the  Members.  Unless
otherwise  specified in such written notice,  the resignation  shall take effect
upon the  receipt  thereof,  and  acceptance  of such  resignation  shall not be
necessary to make same effective.  The Member who designated a resigning manager
shall be entitled to designate the successor  thereto without any further action
by the Members or other Managers. If any action of the Members is required under
applicable  law,  the Members  agree to take such action and any other action as
may be necessary  from time to time to effectuate the provisions of this Section
8.2.

         Section 8.3.  Removal of Managers.  Any Manager may be removed,  for or
without cause,  at any time, but only by the Member who designated such Manager,
upon the written notice to all Members.  The Member who designated  such removed
Manager shall be entitled to designate the successor  without any further action
by the Members or other Managers. If any action of the Members is required under
applicable  law,  the Members  agree to take such action and any other action as
may be necessary  from time to time to effectuate the provisions of this Section
8.3.

         Section 8.4. General Powers.  Subject to the provisions of Section 8.9,
the business of the Company shall be managed by its Managers,  which may, by the
vote or written consent in accordance with this Agreement,  exercise any and all
powers of the  Company and do any and all such lawful acts and things as are not
by the Act, the  Certificate  of Formation  or this  Limited  Liability  Company
Agreement  directed  or  required  to be  exercised  or  done  by  the  Members,
including,  but not limited to,  contracting  for or  incurring on behalf of the
Company debts,  liabilities  and other  obligations,  without the consent of any
other person, except as otherwise provided herein.

     Section 8.5. Place of Meetings.  The Managers of the Company may hold their
meetings,  both  regular  and  special,  either  within or without  the State of
Delaware.

         Section 8.6. Annual Meetings.  The annual meeting of the Managers shall
be held without further notice  immediately  following the annual meeting of the
Members, and at the same place, unless by unanimous consent of the Managers that
such time or place shall be changed.

     Section 8.7. Regular Meetings. Regular meetings of the Managers may be held
without  written  notice at such  time and  place as shall  from time to time be
determined by the Managers.

     Section  8.8.  Special  Meetings.  Special  meetings of the Managers may be
called by any Manager on seven (7) days notice to each Manager, with such notice
to be given personally, by mail or by telecopy.

         Section 8.9.      Quorum and Voting.
                           -----------------

                  (a) At all  meetings of the  Managers the presence of at least
         two (2) Managers  shall be necessary  and  sufficient  to  constitute a
         quorum for the transaction of business,  and the affirmative vote of at
         least a majority of the Managers  present at any meeting at which there
         is a  quorum  shall  be  the  act  of the  Managers,  except  as may be
         otherwise  specifically  provided by the Act, the Facility  Development
         Agreement,  the Certificate of Formation or this Agreement. If a quorum
         shall not be present at any meeting of Managers,  the Managers  present
         there may adjourn the meeting  from time to time  without  notice other
         than announcement at the meeting, until a quorum shall be present.

                  (b) In  addition  to the  other  provision  contained  in this
         Agreement requiring the unanimous vote of the Members or the consent of
         Moadel  or  Moadel's  designated  Manager,  as long as Moadel is not in
         material breach of this Agreement,  the Facility Development  Agreement
         or any other  Transaction  Document (subject to any applicable right to
         cure), the following acts or transactions by, or involving, the Company
         shall  require the prior written  consent of two (2) or more  Managers,
         one of which must be the Manager designee of Moadel; provided, however,
         that no written  consent of any party is required under this subsection
         to take a  particular  action if (but  only to the  extent  that)  such
         action  is  required  to be taken  pursuant  to the  express  terms and
         provisions  of the Facility  Development  Agreement or any  Transaction
         Document,  provided further,  that the provisions of this Section shall
         terminate  automatically  upon Moadel's  Membership  Interest  dropping
         below the Required Percent of all outstanding Membership Interests:

     i. Purchase by the Company of any interest in the Company,  irrespective of
the source of such interest.

                           ii. Disposition,  sale,  assignment or other transfer
         by the Company of any interest it owns in the Company, except that such
         interest may be extinguished  without the approval  required under this
         Article.

     iii. Issuance of any interest in the Company to any party.

     iv. Hiring or changing the Company's accountants or legal counsel.

     v. The Company's entering into a materially different line of business.

     vi.  Entering into a transaction or other action with any Manager,  officer
or Member, or affiliate thereof.

                           vii.  Taking any other action which,  by the terms of
         this Agreement or applicable  law,  requires the approval or consent of
         not less than sixty-six percent (66%) of the Members.

     viii.  Any  amendment  to the  Company's  Certificate  of Formation or this
Agreement.

     ix.  Mergers,  consolidations  or  combinations of the Company with another
limited liability company or other entity.

     x.       Filing bankruptcy or seeking relief under any debtor relief law.

                           xi.  Sale,   lease  or  other   transfer  of  all  or
         substantially  all of the Company's  assets,  or any material amount of
         the Company's assets other than in the ordinary course of the Company's
         business.

                           xii.  Electing or deciding upon the type of equipment
         to be acquired by Newco,  but only to the extent such equipment is used
         in or materially relied on for the conduct of Refractive Surgery.

     xiii. Waiving,  refusing to enforce,  amending,  restating,  superseding or
modifying any of the provisions of this Agreement or any Transaction Document.

     xiv.  Election  or removal of the  Manager,  if any,  designated  by Moadel
pursuant to this Article.

                           xv. Not making any cash  distributions to its Members
         that  are  required  by  this  Agreement  to be  made,  or  making  any
         distributions  to its Members of cash or property  that are  prohibited
         under this Agreement.

     xvi. The determination to make, and the value of, any in kind distributions
made pursuant to Article V.

     xvii. The granting by the Company of any license or permit to use any trade
name or trademark associated with the Company business.

     (c) Any of the above  actions  taken by the Company  without the  necessary
approval pursuant to Section 8.9(b) is void ab initio.

         Section 8.10.  Committees.  The Managers  may, by resolution  passed by
sixty-six percent (66%) of the Managers, designate committees, each committee to
consist  of two or more  Managers  (at  least  one of  which  must be a  Manager
designee of Prime and one of which, must be a Manager designee of Moadel), which
committees  shall have such power and authority and shall perform such functions
as may be provided in such  resolution.  Such committee or committees shall have
such name or names as may be  designated  by the Managers and shall keep regular
minutes of their proceedings and report the same to the Managers when required.

         The foregoing paragraph notwithstanding, the Managers shall establish a
Medical  Executive  Committee,  the  size  and  composition  of  which  shall be
established  by the  affirmative  vote or  written  consent  of two of the three
Managers  (one of whom must,  as long as Moadel has not  delivered  the  written
notice described in Section 9.3(a) of the Contribution Agreement, be the Manager
designee of Moadel). Members of the Medical Executive Committee must be licensed
physicians,  but need not be Members,  Managers, or officers of the Company. The
Medical  Executive  Committee  shall  meet at such  time or times as it may,  by
majority vote of its members,  elect and may adopt procedures for the conduct of
its meetings.  The Medical Executive  Committee shall have authority and control
over all nonprofessional  medical aspects of the Company's  business,  and shall
provide  advice to the  Managers on decisions  relating to equipment  purchases,
technological  obsolescence,  quality assurance,  credentialing,  and such other
matters as shall be requested by the Managers.  The Medical Executive  Committee
shall have the  authority  to bind the Company  only with respect to the medical
aspects of the  Company's  business.  The majority of the members of the Medical
Executive  Committee  shall  constitute  a  quorum  for the  transaction  of its
business and the affirmative  vote of the majority of the members of the Medical
Executive Committee shall constitute action validly taken by that body.

         Section  8.11.  Compensation  of Managers.  The  Members,  by unanimous
approval,  shall  have  the  authority  to  provide  that any one or more of the
Managers  shall  be  compensated,  and  may,  by  unanimous  approval,  fix  any
compensation  (which may include  expenses) they elect to pay to any one or more
of the Managers.

         Section  8.12.  Action by  Written  Consent.  Any  action  required  or
permitted  to be  taken  at any  meeting  of the  Managers  or of any  committee
designated  by the Managers may be taken  without a meeting if written  consent,
setting  forth the  action so taken,  is signed by all the  Managers  or of such
committee,  and such consent shall have the same force and effect as a unanimous
vote at a meeting.

         Section 8.13. Meetings by Conference Telephone.  Managers or members of
any committee  designated by the Managers may  participate in and hold a meeting
of the Managers or such  committee by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting  can  hear  each  other,  and  participation  in  such a  meeting  shall
constitute   presence  in  person  at  such  meeting,   except  where  a  person
participates  in the  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any  business  on the ground  that the  meeting is not  lawfully
called or convened.

     Section  8.14.  Liability of Managers.  No Manager of the Company  shall be
personally  liable for any debts,  liabilities,  or  obligations of the Company,
including under a judgment, decree, or order of the court.

         Section 8.15.  Specific Power of Managers.  The Managers shall have the
authority to enter into and execute all  documents in relation to the  formation
of the Company  including,  but not limited to,  issuance of the  Certificate of
Formation and this Limited Liability Company Agreement.

                                   ARTICLE IX.

                                     NOTICES

Section  9.1.  Form of Notice.  Whenever  under the  provisions  of the Act, the
Certificate of Formation or this Limited  Liability  Company Agreement notice is
required to be given to any Manager or Member,  and no  provision  is made as to
how such notice  shall be given,  notice  shall be given in writing and shall be
deemed  received  (a) when  delivered  personally  or by courier  service to the
relevant  party at its address as set forth below or (b) if sent by mail, on the
third (3rd) day  following  the date when  deposited in the United  States mail,
certified or registered  mail,  postage  prepaid,  to the relevant  party at its
address indicated below:

Prime:                              1301 Capital of Texas Highway
                                    Suite C-300
                                    Austin, Texas 78746
                                    Attention: President
                                            Facsimile:  (512) 314-4398

with a copy to:                     Mr. Timothy L. LaFrey
                                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                    816 Congress Avenue, Suite 1900
                                    Austin, Texas 78701
                                            Facsimile:  (512) 703-1111

Moadel:                    Ken Moadel, M.D.
                                    New York Eye Specialists
                                    16 East 53rd Street, 5th Floor
                                    New York, New York  10022
                                            Facsimile:  (212) 752-4730

                  Each party may change its address for purposes of this Section
by proper notice to the other parties.

         Section 9.2. Waiver. Whenever any notice is required to be given to any
Manager or Member of the Company under the provision of the Act, the Certificate
of Formation or this Limited  Liability Company  Agreement,  a waiver thereof in
writing signed by the person or persons entitled to such notice,  whether signed
before or after the time stated in such waiver,  shall be deemed  equivalent  to
the giving of such notice.

                                   ARTICLE X.

                                    OFFICERS

         Any Manager may also serve as an officer of the  Company.  The Managers
may  designate  one or more persons to serve as officers and may  designate  the
titles of all  officers.  The  initial  officers  of the  Company  shall be: Ken
Shifrin,  Chairman of the Board;  Brad Hummel,  President;  Teena  Belcik,  Vice
President,  Secretary and Treasurer;  and Ken Moadel, M.D., Vice President.  The
officers of the Company shall have powers commensurate with the corporate powers
ordinarily  designated with respect to such offices and as otherwise established
by the Managers.

                                   ARTICLE XI.

                                    INDEMNITY

         Section 11.1.  Indemnification.  The Company shall indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative, arbitrative or investigative, any appeal in such an action, suit
or  proceeding  and any  inquiry  or  investigation  that  could lead to such an
action,  suit or proceeding  (whether or not by or in the right of the Company),
by reason of the fact that such person is or was a manager, officer, employee or
agent of the  Company or is or was  serving at the  request of the  Company as a
director,  manager, officer, partner, venturer,  proprietor,  trustee, employee,
agent or similar  functionary  of another  corporation,  employee  benefit plan,
other enterprise,  or other entity, against all judgments,  penalties (including
excise and similar taxes), fines, settlements and reasonable expenses (including
attorneys'  fees and court  costs)  actually and  reasonably  incurred by him in
connection with such action,  suit or proceeding to the fullest extent permitted
by any  applicable  law,  and such  indemnity  shall inure to the benefit of the
heirs,  executors and administrators of any such person so indemnified  pursuant
to this Article XI. The right to indemnification  under this Article XI shall be
a contract  right and shall not be deemed  exclusive of any other right to which
those seeking  indemnification may be entitled under any law, bylaw,  agreement,
vote of members or disinterested managers or otherwise, both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.  Any repeal or amendment of this Article XI by the Managers (pursuant to
Section  8.9  hereof)  or by  changes in  applicable  law  shall,  to the extent
permitted by applicable law, be prospective only, and shall not adversely affect
the  indemnification  of any person who may be  indemnified  at the time of such
repeal or amendment.  Furthermore,  subject only to a Manager's  indemnification
obligations  (if any) under the any  Transaction  Document,  and any  applicable
statutory limitations,  Newco agrees that it shall not bring any action, suit or
proceeding  against  any  Manager  except  for  intentional  misconduct  by such
Manager.

         Section   11.2.   Indemnification   Not   Exclusive.   The   rights  of
indemnification  and reimbursement  provided for in this Article XI shall not be
deemed  exclusive  of any  other  rights  to which  any such  Manager,  officer,
employee or agent may be  entitled  under the  Certificate  of  Formation,  this
Limited  Liability  Company  Agreement,  agreement  or vote of Members,  or as a
matter of law or otherwise.

         Section  11.3.  Other  Indemnification  Clauses.   Notwithstanding  the
foregoing,   this  Article  XI  shall  not  be  construed  to   contradict   the
indemnification provision of the Facility Development Agreement. Notwithstanding
anything  contained  herein,  this Article XI shall be ineffectual and shall not
permit or require  indemnification for all, or any, losses, costs,  liabilities,
claims or expenses arising, directly or indirectly,  from any action or omission
permitting  or  requiring   indemnification   under  the  Facility   Development
Agreement;  and in no event may any indemnity be allowed under this Agreement or
pursuant to any  provision of the Act for an amount paid or payable  pursuant to
the indemnification provisions of the Facility Development Agreement.

                                  ARTICLE XII.

                                  MISCELLANEOUS

     Section  12.1.  Fiscal  Year.  The fiscal year of the Company  shall be the
calendar year.

     Section 12.2.  Records.  At the expense of the Company,  the Managers shall
maintain  records and accounts of all  operations of the Company.  At a minimum,
the Company shall keep at its principal place of business the following records:

     (a) A  current  list of the full  name,  last  known  mailing  address  and
Membership Interest of each Member;

     (b) A current list of the full name and  business or  residence  address of
each Manager;

                  (c) A  copy  of  the  Certificate  of  Formation  and  Limited
Liability Company Agreement of the Company, and all amendments thereto, together
with  executed  copies of any powers of  attorney  pursuant  to which any of the
foregoing were executed;

     (d)  Copies  of the  Company's  federal,  state  and  local  income  tax or
information returns and reports, if any, for the six most recent tax years; and

     (e) Correct and complete books and records of account of the Company.

         Section 12.3. Seal. The Company may by resolution of the Managers adopt
and have a seal, and said seal may be used by causing it or a facsimile  thereof
to be  impressed  or  affixed or in any manner  reproduced.  Any  officer of the
Company shall have authority to affix the seal to any document requiring it.

         Section  12.4.  Agents.  Every  Manager  and Officer is an agent of the
Company  for the  purpose  of the  business.  The act of a Manager  or  Officer,
including  the  execution  in the  name of the  Company  of any  instrument  for
carrying on in the usual way the  business of the  Company,  binds the  Company;
provided,  however,  if such act  requires  the  approval  of the Members or the
Managers, such approval has first been obtained.

         Section 12.5. Checks. All checks,  drafts and orders for the payment of
money,  notes  and other  evidences  of  indebtedness  issued in the name of the
Company  shall be  signed  by such  officer,  officers,  agent or  agents of the
Company  and in such  manner  as  shall  from  time to  time  be  determined  by
resolution  of the  Managers.  In  the  absence  of  such  determination  by the
Managers, such instruments shall be signed by the Treasurer or the Secretary and
countersigned  by the  President  or a Vice  President  of the  Company,  if the
Company has such officers.

     Section 12.6. Deposits. Subject to the provisions of Section 8.9(b)(v), all
funds of the Company  shall be deposited  from time to time to the credit of the
Company in such banks, trust companies or other depositories as the Managers may
select.

     Section 12.7. Annual  Statement.  The Managers shall present at each annual
meeting a full and clear statement of the business and condition of the Company.

         Section 12.8.  Financial  Statements.  As soon as practicable after the
end of each fiscal year of the  Company,  a balance  sheet as at the end of such
fiscal year,  and a profit and loss  statement  for the period  ended,  shall be
distributed  to the  Members,  along with such tax  information  (including  all
information  returns) as may be necessary for the  preparation of each Member of
its federal,  state and local income tax returns.  The balance  sheet and profit
and loss statement  referred to in the previous  sentence may be as shown on the
Company's federal income tax return.

         Section 12.9. Binding Arbitration.  Any controversy between the Members
regarding this Agreement or any other Transaction  Document,  any claims arising
out of any breach or alleged breach of this  Agreement or any other  Transaction
Document,  and any claims  arising out of the  relationship  between the Members
created  hereunder,  shall be  submitted to binding  arbitration  by all Members
involved in accordance  with the  procedures  for  arbitration  contained in the
Facility Development Agreement.

         Section 12.10. Counterparts.  This Agreement may be executed in several
counterparts,  each of  which  shall  constitute  an  original  and all of which
together  shall  constitute  one and the same  instrument.  Any party hereto may
execute this Agreement by signing any one counterpart.

                                  ARTICLE XIII.

                                   AMENDMENTS

         Section  13.1.  Amendments.  Except to the  extent  expressly  provided
otherwise herein, this Agreement may only be altered,  amended or repealed and a
new limited  liability  company agreement may only be adopted only in accordance
with the provisions of Section 8.9 by the Members at any regular  meeting of the
Members or at any special meeting of the Members called for that purpose,  or by
execution of a written consent in accordance with the provisions of Section 3.8.

         Section 13.2. When Limited  Liability  Company  Agreement Silent. It is
expressly recognized that when the Limited Liability Company Agreement is silent
or in conflict with the  requirements  of the Act as to the manner of performing
any Company function, the provisions of the Act shall control.

         Section 13.3. Integration with Facility Development  Agreement.  To the
extent of any inconsistency  between the provisions of the Facility  Development
Agreement  and  this  Agreement,  the  terms  and  provisions  of  the  Facility
Development Agreement shall control.  Accordingly, no Member or Manager shall be
deemed to have  breached  any  fiduciary  duty  owed to any other  Member or the
Company  as a result  of  investing  in,  acquiring  or  developing  any  office
location,  business or  operations  that are related or similar to, or in direct
competition  with, the Company's  business if such act or transaction is allowed
or not prohibited by the provisions of Article VIII of the Facility  Development
Agreement, or the termination of such provisions.

                            [Signature page follows]


<PAGE>


S-1

                                SIGNATURE PAGE TO
                       LIMITED LIABILITY COMPANY AGREEMENT

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

                                         --------------------------------
                                         Ken Moadel, M.D.




                                         Prime RVC, Inc.

                                         Teena Belcik, Treasurer


<PAGE>


                                       A-1

                                    EXHIBIT A

                               OWNERSHIP INTERESTS

Name              Contribution              Agreed Value    Membership Interest

Prime             Assets and                        65%            65%
                  other property

Moadel            Assets and                        35%            35%
                  other property