FACILITY USE AGREEMENT

         This   Facility  Use   Agreement   (hereinafter   referred  to  as  the
"Agreement")  is made and executed as of the close of business on the 1st day of
September,  2000 by and among Vision Correction  Centers of Kansas City, P.C., a
Missouri  professional  corporation,  (hereinafter referred to as "VCC"), Kansas
City Laser Vision  Correction  Centers,  L.L.C.,  a Missouri  limited  liability
company ("KCL"), Jeffrey Couch, M.D. (hereinafter referred to as "Provider") and
Prime   Refractive  -  Kansas  City,  a  Delaware  limited   liability   company
(hereinafter referred to as "Prime").

                             Preliminary Statements:

         Provider,  a licensed medical  professional,  together with VCC and KCL
provides Refractive Surgery (as hereinafter defined) and related services in the
area of Kansas City, Missouri.

         Prime owns  certain  equipment  and assets  (none of which  include the
practice of medicine) used in the performance of Refractive  Surgery and related
services.

         Provider,  KCL and VCC  desire  to use  Prime's  facilities  to  render
medical services to their patients.

                             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

                              Certain Defined Terms

         Unless otherwise defined in Section 1.1 or elsewhere in this Agreement,
all capitalized terms used in this Agreement shall have the meanings ascribed to
them in that certain Contribution Agreement (the "Contribution Agreement") dated
as of  September  1,  2000,  among  Prime  Medical  Services,  Inc.,  a Delaware
corporation,  Prime RVC, Inc., a Delaware corporation,  Prime, Provider, KCL and
VCC.

                                   ARTICLE II

                           Relationship of the Parties

         The relationship  under this Agreement  between Prime, on the one hand,
and  Provider,  KCL and VCC,  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.  Prime
acknowledges  and agrees that  Provider,  KCL and VCC shall retain the exclusive
authority to direct the medical,  clinical professional,  and ethical aspects of
their respective  medical  practices.  Prime shall neither exercise control over
nor interfere with the physician-patient  relationships of Provider, KCL or VCC,
which  shall  be  maintained  strictly  between  Provider,  KCL,  VCC and  their
respective patients.

                                   ARTICLE III

                        Services to be Provided by Prime

         Section 3.1 General.  No party will act in a manner that would  prevent
the other parties from performing  their duties  hereunder,  and each party will
provide such  information  and  assistance  to each other party as is reasonably
required to enable such other party to perform  its  services  hereunder.  Prime
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 3.2  Facilities.  Prime shall make  available  to KCL,  VCC and
Provider  the real  property  located  at 5844 N.W.  Barry  Road,  Kansas  City,
Missouri 64154,  and the  improvements,  facilities and assets located  thereon,
including  without  limitation,  the Assets,  the Assets  Related  Business  and
personnel, for the use of KCL, VCC and Provider in the performance of Refractive
Surgery and related  services  (together  with any future  locations,  property,
improvements,   facilities  or  assets  acquired  or  established  by  Prime  in
replacement of or in addition to the foregoing, the "Facilities").  Prime agrees
to maintain the Facilities in a commercially  reasonable  manner in light of the
intended use of the Facilities.  Prime agrees that licensed physician  employees
of KCL  shall be  entitled  to use the  Facilities  (subject  to any  applicable
requirements  contained  in any other  agreement to which KCL and Prime are both
parties).  Prime, KCL, VCC and Provider agree that Prime may make the Facilities
available  to any other  licensed  physician,  but only after  Provider  has, in
Provider's  sole  discretion,  approved each such licensed  physician to use the
Facilities (regardless of location).

         Section 3.3 Management.  The parties intend and agree that KCL, VCC and
Provider shall continue to manage and administer all aspects of their individual
practices, unless and only to the extent Prime specifically undertakes a certain
aspect of such management and administration in connection with its provision of
the  Facilities  or as  otherwise  expressly  provided in this  Agreement.  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 KCL, VCC or Provider.

         Notwithstanding any provision of this Agreement to the contrary:

     (a) Prime 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  the
facilities of, or use the equipment of, Prime,  if in the  professional  medical
judgment of a reasonable  ophthalmologist  practicing  LASIK  surgery,  such use
would be detrimental to Provider's patients; and

                  (c) none of KCL, VCC and Provider shall be required to hire or
retain any third party to manage any aspect of its practice.

         Section  3.4  Events  Excusing  Performance.  In the event of  strikes,
lock-outs,  calamities,  acts of God, unavailability of supplies or other events
over which the parties have no control  (hereinafter,  a "Force Majeure Event"),
Prime shall not be liable to KCL,  VCC or Provider for failure to provide any of
the Facilities hereunder,  and KCL, VCC 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 Prime is not able to provide any Facilities  hereunder for a period
of one hundred and eighty (180)  consecutive  days or more,  Prime,  KCL, VCC or
Provider  may  terminate  this  Agreement  by  written  notice  to  the  others.
Notwithstanding any provision of the Transaction Documents to the contrary,  for
any portion of such periods  following a Force  Majeure  Event in excess of five
(5) business days during which Prime is unable to provide Facilities  sufficient
to allow Provider to perform Refractive Surgery, then Provider,  KCL and VCC may
perform medical services,  including  Refractive Surgery at such other locations
within or without the Restricted Area as Provider deems appropriate and Provider
shall be entitled to retain all compensation  receive therefrom,  until Prime is
again able to provide the Facilities.

         Section 3.5 Limitation on Use of Facilities by VCC.  Provider,  VCC and
KCL  acknowledge  and agree that Prime is only making the Facilities and related
services  available  to VCC until such time as KCL has  obtained  all  licenses,
certifications and other  qualifications  necessary to engage in the practice of
Refractive Surgery.  Provider,  VCC and KCL further agree that Prime may, in its
sole  discretion,  restrict use of the  Facility and related  services by VCC to
only Provider (as an employee of VCC), and may also cease to make the Facilities
and  related  services  available  to VCC after the  expiration  of ninety  days
following the date of this  Agreement,  in either case without causing a default
under any provision of this Agreement or the Contribution Agreement. Prime shall
not have any  responsibility  to assist in the transfer or procurement by KCL of
any such licenses, certifications or other qualifications.

                                   ARTICLE IV

                      Obligations of KCL, VCC and Provider

         Section 4.1  Facility  Fee.  The fees  payable to Prime by VCC, KCL and
Provider in return for use of the Facilities  made available by Prime  hereunder
(the  "Facility  Usage Fee") shall be determined  on a per  procedure  basis and
remitted to Prime by its billing  staff (the  "Billing  Staff")  pursuant to the
billing agent appointment  procedures provided in Section 4.2. The amount of the
Facility Usage Fee with respect to any procedure shall initially be $1,150.  The
Facility  Usage Fee shall be  subsequently  increased or decreased  any time the
Patient Fee (as hereinafter defined) is increased or decreased,  in each case in
equal  proportion  to the  increase or decrease  in the Patient  Fee;  provided,
however, that the Patient Fee cannot be changed without the unanimous consent of
the managers of Prime.  As used herein,  "Patient  Fee" shall mean the standard,
undiscounted  fee  generally  being  charged  to  patients,  determined  without
reference to the fee charged for any single procedure.

                  Notwithstanding the foregoing  provisions of this Section 4.1,
or any other contrary provision of any Transaction Documents,  Provider shall be
entitled to perform procedures for free,  discount procedures and refund amounts
paid for  procedures on a limited  basis in a manner and to the extent  Provider
has done so in the past, or as otherwise consented to by Prime in each instance.
The Facility Usage Fee with respect to such procedures shall be  proportionately
reduced,  as long as the aggregate  Facility Usage Fee paid hereunder  equals or
exceeds the fair market value of the use of the Facilities.

         Section 4.2 Billing Agent  Appointment.  With respect to all procedures
done using the  Facilities,  the  Billing  Staff  shall  furnish all billing and
collecting  services to Provider,  KCL and VCC in the name of  Provider,  KCL or
VCC, as  applicable.  Provider,  KCL and VCC shall  periodically  furnish to the
Billing  Staff,  in  a  form  satisfactory  to  Prime,   information  concerning
procedures  performed by Provider,  KCL and VCC, including,  without limitation,
the  total  fee  charged  for the  procedure,  any  discount  applicable  to the
procedure,  the name,  address  and  telephone  number of the  patient,  and any
additional  information required by the Billing Staff for purposes of proper and
timely billing for Provider's  professional  medical services in the performance
of Refractive Surgery and related services.

                  Provider,  KCL and VCC hereby designate Prime as their billing
agent  during  the  term  of this  Agreement,  and  Prime  hereby  accepts  such
assignment.  The Billing Staff shall maintain  complete and accurate  records of
charges billed and amounts collected,  and shall furnish Provider with copies of
all billing  statements  issued on Provider's  behalf, as well as copies of bank
receipts for all  payments  deposited in an account  designated  by Prime.  When
payments are received,  the Billing Staff shall be responsible for recording and
depositing the receipts in Prime's  account and making  semi-monthly  payment to
Provider,  KCL and VCC (as applicable) of the difference between the Patient Fee
and  the  Facility  Usage  Fees,  on a per  procedure  basis,  which  difference
constitutes  compensation for Provider's,  KCL's or VCC's professional services,
as  applicable  (the  "Professional   Fees").  The  parties  to  this  Agreement
acknowledge and agree that the entire amount of the Professional  Fees shall, in
each case,  represent the agreed upon fair market value for  Refractive  Surgery
and related  services  performed  by Provider,  KCL or VCC and shall  include no
additional payment for any other purpose.

         Section 4.3 Compliance  With Laws.  KCL, VCC 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 KCL, VCC and  Provider.  KCL, VCC and Provider
shall use  reasonable  efforts to ensure that Provider and the employees of KCL,
VCC and Provider  have all required  licenses,  credentials,  approvals or other
certifications  to  perform  his or her  duties and  services  for KCL,  VCC and
Provider.  In the event that any  disciplinary  actions  or medical  malpractice
actions are initiated against Provider or any employee of Provider,  KCL or VCC,
such party shall promptly  inform Prime of such action and the underlying  facts
and circumstances.

         Section 4.4 KCL's, VCC's and Provider's Internal Matters.  KCL, VCC 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  KCL, VCC and Provider  that such party is required by law to provide,
distribution  of professional  fee income among Provider or the  shareholders of
KCL or VCC,  disposition of KCL's,  VCC's and Provider's  property and stock and
hiring and firing of their  employees and licensing.  The legal,  accounting and
other professional services fees incurred by Provider,  KCL or VCC in connection
with the  internal  matters of KCL and VCC, the  distribution  of the fee income
among Provider or shareholders of KCL or VCC and the personal accounting of KCL,
VCC and Provider  and similar  internal  and  personal  matters,  shall be borne
exclusively by KCL, VCC and/or Provider (as applicable).

                                    ARTICLE V

                              Term and Termination

         This  Agreement  shall  commence on the date hereof and shall expire on
the  earlier  of (a)  the  40th  anniversary  hereof  or (b) the  expiration  or
termination of the Restricted Period; provided,  however, that PMSI may elect to
have Prime terminate this Agreement at any time following any breach by Provider
of the provisions of ARTICLE VIII of the Contribution Agreement.

                                   ARTICLE VI

                               General Provisions

         Section  6.1  Collateral  Agreements,  Amendments,  and  Waivers.  This
Agreement  (together  with  the  Contribution   Agreement  and  all  Transaction
Documents) supersedes all prior documents,  understandings, and agreements, oral
or  written,   relating  to  this   transaction   and   constitutes  the  entire
understanding  among the parties with respect to the subject matter hereof.  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 6.2  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 6.3 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.  In the event any provision of this Agreement is severed, the parties
to this  Agreement  agree to  negotiate  in good faith to preserve  the intended
economic results of this Agreement.

         Section  6.4  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 6.5 Notices. Unless specifically provided otherwise herein, any
notices  required or permitted to be given under this  Agreement  shall be given
and deemed received in the manner provided in the Contribution Agreement.

         Section  6.6   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  6.7  Other  Agreements.  Each  party  hereto  agrees  that any
material breach by it of any of the terms and provisions of another  Transaction
Document (as defined in the Contribution Agreement) to which it is a party shall
also be deemed to have been a material breach by it of this  Agreement,  for all
purposes.

     Section  6.8  Governing  Law.  This  Agreement  shall  be  governed  by and
construed in accordance with the laws of the State of Missouri.

         Section 6.9 Arbitration.  Any controversy between the parties 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  parties  created
hereunder,  shall be submitted to binding arbitration by all parties involved in
accordance with the terms of the Contribution Agreement.

         Section 6.10  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

                             FACILITY USE AGREEMENT

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

Prime:                   Prime Refractive - Kansas City, L.L.C.

                         Cheryl Williams, Vice President

                         Jeffrey Couch, Vice President

Provider:                       _______________________________________________
                                            Jeffrey Couch, M.D.



VCC:                     Vision Correction Centers of Kansas City, P.C.


                                            By:
                                                 Jeffrey Couch, M.D., President

KCL:                         Kansas City Laser Vision Correction Centers, L.L.C.


                                            By:
                                                  Jeffrey Couch, M.D., Manager