OFFICE AND EQUIPMENT USE AGREEMENT

     This Office and  Equipment Use  Agreement  (hereinafter  referred to as the
"Agreement")  is made and executed as of the close of business on the 1st day of
April, 2000 by and among New York Laser  Management,  L.L.C., a Delaware limited
liability  company,  (hereinafter  referred to as  "Newco"),  Ken  Moadel,  M.D.
(hereinafter  referred to as "Provider") and Ken Moadel,  M.D., P.C., a New York
professional corporation (hereinafter referred to as "Moadel PC").

                             Preliminary Statements:

         Provider,  a licensed  medical  professional,  together  with Moadel PC
provides  Refractive  Surgery and related services in the area of the Borough of
Manhattan, New York City, New York.

         Newco owns  certain  equipment  and assets  (none of which  include the
practice of medicine or the  operation  of a health care  facility)  used in the
performance of Refractive Surgery (as hereinafter defined) and related services.

         Provider  and  Moadel  PC  desire  to  use  Newco's  space,  equipment,
non-professional  personnel  and certain  administrative  services on a turn-key
basis as their  professional  offices in connection  with  Provider's and Moadel
PC's provision of medical services.

         Moadel PC  desires  to employ  certain  employees,  for the  purpose of
rendering services at the offices and using the equipment of Newco.

                             Statement of Agreement

         In  consideration  of  the  mutual  covenants  and  agreements   herein
contained,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are hereby  acknowledged,  and on the terms and subject to
the conditions herein set forth, the parties hereto agree as follows:

                                    ARTICLE I

                           Relationship of the Parties

         The relationship  under this Agreement  between Newco, on the one hand,
and  Provider  and Moadel PC, on the other  hand,  shall be that of  independent
contractors.  The provisions  hereof are not intended to create any partnership,
joint  venture,  agency or employment  relationship  between the parties.  Newco
acknowledges  and agrees that  Provider and Moadel PC shall retain the exclusive
authority to direct the medical,  clinical professional,  and ethical aspects of
their respective  medical  practices.  Newco shall neither exercise control over
nor interfere with the physician-patient relationships of Provider or Moadel PC,
which  shall be  maintained  strictly  between  Provider,  Moadel  PC and  their
patients.

                                   ARTICLE II

                        Services to be Provided by Newco

         Section 2.1 General.  Moadel PC and  Provider  will not act in a manner
that would prevent Newco from performing its duties hereunder,  and will provide
such  information and assistance to Newco as is reasonably  required by Newco to
perform its services  hereunder.  Newco shall, and shall use its best efforts to
cause its  employees  to, comply with all  applicable  federal,  state and local
laws, rules and regulations in its provision of services hereunder.

         Section 2.2 Offices and Equipment. Newco shall make available to Moadel
PC and Provider the real property located at 16 East 53rd Street, 5th Floor, New
York, New York 10022, and the improvements, equipment and assets located thereon
(together  with any  subsequent  property,  improvements,  equipment  or  assets
acquired  by  Newco in  replacement  of or in  addition  to the  foregoing,  the
"Premises"),  for  the use of  Moadel  PC and  Provider  in the  performance  of
Refractive  Surgery and related services.  Newco agrees to maintain the Premises
in a  commercially  reasonable  manner  in  light  of  the  intended  use of the
Premises.

         Section 2.3  Practice  Management.  The  parties  intend and agree that
Moadel PC and Provider  shall  continue to manage and  administer all aspects of
their practices,  unless and only to the extent Newco specifically  undertakes a
certain  aspect of such  management  and  administration.  Such  management  and
administration   shall  include,   without   limitation,   all   administration,
accounting,  purchasing,  payroll, legal services, record keeping,  bookkeeping,
computer  services,  information  management,   printing,  postage,  duplication
services,  provision of non-professional personnel,  quality assurance programs,
and billing and  collecting  from, and  contracting  with,  patients,  insurance
companies,  managed care  payors,  governmental  entities and other  third-party
payors with respect to all professional,  medical and other services provided by
Moadel PC or Provider. In connection with the management of the practice,  Newco
hereby grants a non-exclusive  license to Provider and Moadel PC to use the name
"New York Eye Specialists" in the following limited  instances:  (a) preparation
and dissemination of advertising and promotional materials,  as long as such use
is not in  connection  with,  or for the  promotion  of, any activity that would
constitute a violation of any obligation owed to Newco,  Newco's members, or the
affiliates  of Newco's  members,  (b) billing for  procedures  or services  that
involve the use of the Premises,  and (c) any other use that is consistent  with
the express provisions of this Agreement.  The foregoing license and use of such
name  shall  be  terminated  upon  delivery  of  notice  to  Provider  by  Newco
terminating same.

         Notwithstanding any provision of this Agreement to the contrary:

     (a) Newco shall not engage in the practice of medicine,  and Provider shall
at all times be responsible  for all activities  that constitute the practice of
medicine;

                  (b) this Agreement shall not be construed to require Provider,
or any other  medically  trained or  licensed  medical  professionals  under the
direction or control of Provider,  to perform Refractive Surgery at or using the
Premises if in the professional medical judgment of a reasonable ophthalmologist
practicing  Refractive  Surgery,  such use would be  detrimental  to  Provider's
patients; and

                  (c) Provider and Moadel PC shall have the final authority over
their  respective  personal  budgets,   professional  policies  and  procedures,
professional hiring, firing and staffing, and clinical practices.

         Section  2.4  Events  Excusing  Performance.  In the event of  strikes,
lock-outs,  calamities,  acts of God, unavailability of supplies or other events
over  which  Newco  has no  control,  Newco  shall not be liable to Moadel PC or
Provider for failure to provide any of the Premises hereunder, and Moadel PC and
Provider  shall not have the right to terminate this  Agreement,  for so long as
such events continue and for a reasonable  period of time thereafter;  provided,
however,  that if such  events  continue  and Newco is not able to  provide  any
Premises hereunder for a period of one hundred and eighty (180) consecutive days
or more,  Newco,  Moadel PC or Provider may terminate  this Agreement by written
notice to the others.

                                   ARTICLE III

                      Obligations of Moadel PC and Provider

         Section 3.1  Premises  Fee.  The fees payable to Newco by Moadel PC and
Provider in return for use of the Premises and related  services made  available
by Newco  hereunder  (the  "Premises  Usage Fee") shall be  determined  on a per
procedure  basis,  and  shall  be  remitted  to  Newco  promptly  following  the
performance of the procedure for which the Premises Usage Fee is due. The amount
of the  undiscounted  Premises Usage Fee with respect to any procedure  shall be
comprised of a fee for medical  supplies  and  equipment in the amount of $92.50
and a fee for all other use of the Premises  and related  services in the amount
of $1,850.  Newco may from time to time discount the Premises Usage Fee based on
circumstances  related to specific types of  procedures,  but the parties intend
that the aggregate  Premises Usage Fees shall equal the fair market value of the
use of the Premises and related services provided by Newco hereunder.

         Notwithstanding the foregoing provisions of this Section,  Newco agrees
to waive all Premises Usage Fees charged for any retreatment procedure for which
Provider receives no professional fee or other direct monetary benefit and which
is given on a limited  basis  consistent  with  Provider's  usual and  customary
practices  and  procedures  existing  prior  to the date of this  Agreement.  In
addition,  any manager of Newco may from time to time  require that all managers
of Newco  examine  whether the fair market  value of the use of the Premises and
related  services  has  decreased  by more than $86 since it was last  agreed to
pursuant  to this  Agreement  or by the  unanimous  vote or  consent  of Newco's
managers. In such an examination,  the managers of Newco must act in good faith,
but each manager  shall be entitled to specify the change in fair market  value,
if any at all, in his or her sole discretion.  If such an examination results in
a unanimous  determination  by Newco's  managers  that the fair market value has
changed  by more than $86 since it was last  agreed  to,  Newco  shall  promptly
change the Premises Usage Fee to reflect, dollar for dollar, such change in fair
market value. Notwithstanding the foregoing, Newco may elect, by the affirmative
vote of a simple majority of its managers,  to terminate this Agreement  without
liability  anytime the Premises Usage Fee drops to less than $1,300.  Each party
agrees to act in good faith in any renegotiation of the Premises Usage Fee.

         Provider and Moadel PC each agree that the Premises Usage Fee shall not
be  reduced  for  any  professional   fees  paid  to  Provider  or  any  medical
professional employed by or acting under the direction of Provider or Moadel PC.

         Section 3.2 Compliance With Laws.  Moadel PC and Provider shall provide
professional  services to patients in  compliance  at all times with,  and shall
otherwise  comply  with,  all ethical  standards,  laws,  rules and  regulations
applicable to the  operations of Moadel PC and Provider.  Moadel PC and Provider
shall ensure that  Provider and the employees of Moadel PC and Provider have all
required licenses, credentials, approvals or other certifications to perform his
or her duties and  services  for Moadel PC and  Provider.  In the event that any
disciplinary  actions or  medical  malpractice  actions  are  initiated  against
Provider or any employee of Provider or Moadel PC, Moadel PC and Provider  shall
promptly inform Newco of such action and the underlying facts and circumstances.
Moadel PC and  Provider  shall  carry out a program  to monitor  the  quality of
medical care practiced by Provider and Moadel PC.

         Section 3.3 Moadel PC's and Provider's Internal Matters.  Moadel PC and
Provider shall be responsible for matters  involving their respective  corporate
governance,  employees and similar internal matters,  including, but not limited
to,  preparation  and contents of such reports to regulatory and tax authorities
governing  Moadel PC and Provider that Moadel PC or Provider are required by law
to  provide,  distribution  of  professional  fee income  among  Provider or the
shareholders  of Moadel PC,  disposition of Moadel PC's and Provider's  property
and hiring and firing of their  employees and licensing.  The legal,  accounting
and other  professional  services  fees  incurred  by  Provider  or Moadel PC in
connection with the internal  matters of Moadel PC, the  distribution of the fee
income among Provider or shareholders  of Moadel PC and the personal  accounting
of Moadel PC and Provider and similar  internal and personal  matters,  shall be
borne exclusively by Moadel PC and/or Provider.

         Section 3.4 Personal  Expenses.  Except as expressly  provided above in
Section  3.2,  Provider  agrees  that,   notwithstanding   the  prior  practices
associated  with the  business of Moadel PC and Provider  related to  Refractive
Surgery  as  conducted  prior to the date of this  Agreement,  all  liabilities,
obligations,  costs and expenses that arise after the date of this Agreement and
are  personal  to  Provider  (or arose from  transactions  or  occurrences  that
directly benefited Provider in a capacity other than as a member of Newco) shall
not be  considered  expenses  of Newco  and shall be borne  solely by  Provider,
unless agreed otherwise by the unanimous vote or written consent of the managers
of Newco. With respect to any such personal expenses that were incurred prior to
the date of this  Agreement,  such expenses  shall not be incurred or reimbursed
by, or charged or netted  from  amounts  owed to,  Newco  after the date of this
Agreement.

                                   ARTICLE IV

                              Term and Termination

         This  Agreement  shall  commence on the date hereof and shall expire on
the earlier of (a) the 40th anniversary of the date of this Agreement or (b) the
expiration  of two (2)  full  years  following  the  later  of (i) the  six-year
anniversary  of the  date of this  Agreement  or (ii)  the  first  time at which
Provider and his affiliates do not own any direct or indirect ownership interest
in Newco.

                                    ARTICLE V

                               General Provisions

         Section 5.1 Amendments and Waivers.  Any  modification or amendment to,
or waiver  of,  any  provision  of this  Agreement  (or any  document  delivered
pursuant to this Agreement unless otherwise  expressly  provided therein) may be
made only by an instrument in writing executed by each party thereto.

         Section 5.2  Successors  and Assigns.  No party's rights or obligations
under this  Agreement may be assigned  without the prior written  consent of all
parties  hereto.  Any assignment in violation of the foregoing shall be null and
void. Subject to the preceding sentences of this Section, the provisions of this
Agreement (and, unless otherwise  expressly  provided  therein,  of any document
delivered  pursuant to this  Agreement)  shall be binding  upon and inure to the
benefit of the parties hereto and their respective heirs, legal representatives,
successors, and assigns.

         Section 5.3 Invalid  Provisions.  If any provision of this Agreement is
held to be illegal, invalid, or unenforceable under present or future laws, such
provision  shall be fully  severable,  this  Agreement  shall be  construed  and
enforced as if such  illegal,  invalid,  or  unenforceable  provision  had never
comprised  a part  of  this  Agreement,  and the  remaining  provisions  of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal,  invalid,  or  unenforceable  provision or by its  severance  from this
Agreement.

         Section  5.4  Waiver.  No  failure or delay on the part of any party in
exercising  any  right,  power,  or  privilege  hereunder  or  under  any of the
documents  delivered in connection with this Agreement shall operate as a waiver
of such right, power, or privilege;  nor shall any single or partial exercise of
any such  right,  power,  or  privilege  preclude  any other or future  exercise
thereof or the exercise of any other right, power or privilege.

         Section 5.5  Notices.  Any notices  required or  permitted  to be given
under this Agreement  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:

Newco:                     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 PC:                          New York Eye Specialists
                                    16 East 53rd Street, 5th Floor
                                    New York, New York  10022
                                    Attn:  Ken Moadel, M.D.

                                            Facsimile:  (212) 752-4730

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

with a copy to:                     Mr. Timothy Kahler
                                    Parker Chapin, LLP
                                    The Chrysler Building
                                    405 Lexington Avenue, 8th Floor
                                    New York, NY 10174
                                            Facsimile:  (212) 704-6288

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

         Section 5.6 Survival of  Representations,  Warranties,  and  Covenants.
Regardless  of any  investigation  at any time made by or on behalf of any party
hereto  or of any  information  any  party  may  have in  respect  thereof,  all
covenants,  agreements,   representations,  and  warranties  made  hereunder  or
pursuant hereto or in connection with the transactions contemplated hereby shall
survive the execution of this Agreement.

         Section  5.7   Construction.   This  Agreement  and  any  documents  or
instruments  delivered  pursuant  hereto  or in  connection  herewith  shall  be
construed  without  regard to the identity of the person who drafted the various
provisions  of the same.  Each and every  provision of this  Agreement  and such
other documents and instruments  shall be construed as though all of the parties
participated  equally in the  drafting  of the same.  Consequently,  the parties
acknowledge  and agree that any rule of  construction  that a document  is to be
construed  against the  drafting  party shall not be  applicable  either to this
Agreement or such other documents and instruments.

     Section  5.8  Governing  Law.  This  Agreement  shall  be  governed  by and
construed in accordance with the laws of the State of Texas.

         Section 5.9 Arbitration.  Any controversy between the parties regarding
this  Agreement,  any claims arising out of any breach or alleged breach of this
Agreement  and any claims  arising out of the  relationship  between the parties
created  hereunder  shall be  submitted  to binding  arbitration  by all parties
involved. In any arbitration proceeding pursuant to this Section, the prevailing
party in such  proceeding  shall be entitled to recover its costs and reasonable
attorneys'  fees in  addition  to any  other  relief  granted.  The  arbitration
proceedings shall be conducted by a single arbitrator pursuant to the Commercial
Arbitration  Rules  of the  American  Arbitration  Association  (subject  to the
express  provisions  of this  Section).  The  arbitration  shall be conducted in
Austin,  Texas, but the arbitrator shall not have the right to award punitive or
exemplary damages against either party.

         Section 5.10  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.

                            [Signature page follows]


<PAGE>


S-1

                                 SIGNATURE PAGE

                                       TO

                       OFFICE AND EQUIPMENT USE AGREEMENT

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

Newco:               New York Laser Management, L.L.C.

                     Teena Belcik, signing as a manager
                        of Newco and on behalf of Prime, as a member of Newco



                     Ken Moadel, signing as both a manager
                         and a member of Newco



Moadel:                _______________________________________________
                                            Ken Moadel, M.D.

Moadel PC:                                  Ken Moadel, M.D., P.C.

                                            By:
                                                  Ken Moadel, M.D., President