LIMITED LIABILITY COMPANY AGREEMENT

                    OF PRIME REFRACTIVE - KANSAS CITY, 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 Prime
Refractive - Kansas City, 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 Vision  Correction  Centers of Kansas  City,  P.C.,  a Missouri  professional
corporation ("VCC"), 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  Contribution  Agreement.  The Company was initially formed
with a single  member,  VCC, for the purpose of  consummating  the  transactions
contemplated  by that  certain  Contribution  Agreement  dated  effective  as of
September  1,  2000,  by and among  Prime  Medical  Services,  Inc.,  a Delaware
corporation  ("PMSI"),  Prime, VCC, Jeffrey Couch, M.D.  ("Couch"),  Kansas City
Laser Vision  Correction  Centers,  L.L.C., a Missouri limited liability company
("KCL"),  and the Company  (the  "Contribution  Agreement").  The  parties  have
executed this Agreement  concurrent with the  consummation  of the  transactions
contemplated  by the  Contribution  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.

                                   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 and the return of contributions  and distributions of Available
Excess 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 any Member 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 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,  (iii) 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,
(iv) the pledge by VCC of its right to receive distributions from the Company in
respect of his Membership  Interest,  (v) the Membership  Interests of Prime and
VCC can be transferred  pursuant to Section 4.10 of the Contribution  Agreement,
(vi) the  transfer  by VCC,  after the  expiration  of ten years  following  the
Closing  Date (as  defined in the  Contribution  Agreement),  of its  Membership
Interests to any person or entity upon obtaining the consent of Prime, not to be
unreasonably  withheld,  and  (vii)  the  Membership  Interests  of  VCC  may be
transferred (A) to Couch or Couch's estate, any testamentary trust, or any heir,
(B) to a trust or trusts (a  "Permitted  Trust") for the benefit of Couch and/or
members of Couch's  immediate  family  (including an entity owned by a Permitted
Trust) but only where  Couch  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), (C) to an entity (a "Permitted  Entity") that is wholly-owned,  directly
or indirectly,  by Couch and/or members of Couch's  immediate  family,  but only
where  Couch  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
(D) from a Permitted Trust or Permitted Entity to Couch.

         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 Contribution Agreement (including Restrictive Covenants found in
Article  IX  thereto)  and any other  Transaction  Document  (as  defined in the
Contribution  Agreement)  which by reasonable  implication are applicable to the
Membership  Interest being transferred and not solely the transferring Member as
a party to the Contribution Agreement.

         Section 2.6. Withdrawal of Members. 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 VCC.

         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. Except
for each Member's  initial  capital  contribution  made in  connection  with the
formation of the Company, and except as provided in the Contribution  Agreement,
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  ninety  (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.
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.

         Furthermore,  to the extent  that the Company  possesses  the cash flow
necessary 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 also  quarterly  estimates of the tax  liability of
each Member based on each  Member's then current  proportionate  interest in the
Company and assuming that all Members pay income taxes on the Company's  taxable
earnings at a rate equal to the highest effective federal individual tax rate in
effect from time to time. If the distributions of the Company's  earnings to its
Members  pursuant to the first  paragraph  of this Article do not, on a calendar
year basis,  exceed the  estimated  tax liability of the Members for the current
quarter and all prior quarters in the current  calendar  year,  then the Company
shall,  if not  prohibited  by law,  distribute  to the Members  the  additional
amounts  necessary to cause all  distributions  for the current calendar year to
equal or exceed the Members'  estimated tax liabilities for the calendar year to
date; provided, however, that the provisions of this Section shall not under any
circumstances  be  construed to require  that any Member  contribute  additional
amounts to the Company or that the Company incur any indebtedness.

                                   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 Contribution 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 Cheryl  Williams  (as the  initial  Manager  designees  of
Prime),  and  Jeffrey  Couch,  M.D.  (as the initial  Manager  designee of VCC).
Thereafter,  for so long as there  are three (3)  Managers,  (a) Prime  shall be
entitled to designate two (2) of the Managers;  and (b) VCC 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  thirty-five  percent  (35%)  of  all
outstanding  Membership  Interests  (after including in such  determination  all
Membership  Interests  held by the  Permitted  Transferees  of such Member) (the
"Required Percent").  Subject to Section 8.3 of this Agreement, the Members may,
by unanimous vote or written consent 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 Contribution 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
         VCC or VCC's designated  Manager, as long as none of Couch, KCL and VCC
         is in material breach of this Agreement,  the Contribution 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 VCC;  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 Contribution  Agreement or any Transaction  Document,
         provided  further,  that the provisions of this Section shall terminate
         automatically  VCC's  Membership  Interest  dropping below the Required
         Percent:

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

                           (v)   Entering   into,   amending   or   modifying  a
         transaction or other action with any Manager, officer or Member, or any
         employee,  agent or affiliate thereof,  including,  without limitation,
         any compensation  arrangement or any arrangement for the  reimbursement
         of overhead or other similar expenses.

                           (vi) 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.

     (vii) Any  amendment  to the  Company's  Certificate  of  Formation or this
Agreement.

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

     (ix) Filing bankruptcy or seeking relief under any debtor relief law.

                           (x)  Sale,   lease  or  other   transfer  of  all  or
         substantially all of the Company's  assets,  other than in the ordinary
         course of the Company's business.

     (xi) Waiving,  refusing to enforce,  amending,  restating,  superseding  or
modifying any of the provisions of this Agreement.

     (xii)  Election  or  removal  of the  Manager,  if any,  designated  by VCC
pursuant to this Article.

                  (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 VCC),
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.   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  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  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. Except
as expressly provided in the following sentence, the Medical Executive Committee
shall not have the authority to bind the Company with respect to any matter.  In
order to ensure the quality of services provided by the Company, no physician or
optometrist  shall be allowed to use the  premises or  equipment  of the Company
unless the Medical Executive Committee has approved of the physician in writing,
in its sole discretion.

         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

VCC:                                Vision Correction Centers of Kansas City,P.C
                                    5844 N.W. Barry Road
                                    Kansas City, Missouri  64154
                                    Attn: Jeffrey Couch, M.D.
                                    Facsimile: (816) 584-9999

with a copy to:                     Matthew Cavitch
                                    Bogatin Law Firm
                                    1661 International Place Drive, Suite 300
                                    Memphis, Tennessee  38120
                                    Facsimile: (901) 767-2803

         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;  Cheryl Williams, Vice
President;  Teena Belcik, Vice President,  Secretary and Treasurer;  and Jeffrey
Couch,  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),
solely  by reason  of the fact  that  such  person is or was a member,  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 Contribution Agreement, and any applicable statutory limitations,  the
Members  hereby  agree  that the  Company  may 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  Contribution  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 Contribution 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 Contribution 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 of 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.  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
Contribution 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 Contribution Agreement. To the extent of
any inconsistency between the provisions of the Contribution  Agreement and this
Agreement, the terms and provisions of the Contribution 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  Contribution  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 September 1, 2000.

                                  Vision Correction Centers of Kansas City, P.C.

                                  Jeffrey Couch, M.D., President

                                  Prime RVC, Inc.

                                  Cheryl Williams, Senior Vice President


<PAGE>


                                       A-1

                                    EXHIBIT A

                               OWNERSHIP INTERESTS

Name              Contribution              Agreed Value     Membership Interest

Prime             Assets and                $4,530,000          65%
                  other property

VCC               Assets and                $2,439,230          35%
                  other property