Exhibit 10.12

                     STOCK RESTRICTIONS AND PLEDGE AGREEMENT


         This Stock Restrictions and Pledge Agreement (this "AGREEMENT") is made
as of this ___ day of _______, 199_, by and among [insert name of Optometric
professional corporation] a corporation duly organized and existing under the
laws of (the "PC"), [insert name of stockholder] (the "STOCKHOLDER") and [insert
name of management company] a Delaware corporation ("MC").

         WHEREAS, the Stockholder is the holder of all of the issued and
outstanding capital stock of the PC;

         WHEREAS, MC has entered into a Management Agreement dated as of
________, 199__ (as amended, the "MANAGEMENT AGREEMENT") with the PC, pursuant
to which the PC has appointed MC to be its sole and exclusive business manager
and administrator of all business and administrative functions and services
associated with the PC's provision of Optometric Services (as defined therein);

         WHEREAS, the Stockholder may transfer his stock in the PC only to those
eligible to hold such stock pursuant to the provisions of applicable law, the
PC's Articles of Organization and the PC's By-Laws;

         WHEREAS, the PC desires to provide for the orderly continuation of its
business and affairs in the event of the death of the Stockholder, his
disqualification to practice optometry in the State of ________, the cessation
of his employment by MC, the occurrence of certain other circumstances including
any other event or condition which might result in or, under applicable law,
require the transfer of his stock; and

         WHEREAS, the Stockholder desires to determine prospectively the
conditions and terms under which his shares in the PC shall be sold or otherwise
transferred.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         1. PURCHASE AND SALE. As hereinafter set forth, an Eligible Person (as
hereinafter defined) shall purchase and the Stockholder (or, if applicable, his
estate or personal representative or, in the case of an impermissible
transferee, such purported transferee) shall sell and transfer to the Eligible
Person, all of the Stockholder's shares of stock in the PC upon the occurrence
of any one or more of the following events or conditions (each, an "EVENT"):

                  A.       the death or disability of the Stockholder;

                  B.       the Stockholder's disqualification to practice
         optometry in the Commonwealth of Massachusetts or any other event or
         circumstance the effect of which is to cause the Stockholder to cease
         being an Eligible Person;



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                  C.       the transfer, by operation of law or otherwise, of
         the Stockholder's shares of stock in the PC to a person who is not an
         Eligible Person;

                  D.       the termination of the Stockholder's employment by
         the PC or by MC;

                  E.       the occurrence of any other event or the existence of
         any other condition which, in the reasonable opinion of MC (in its
         capacity as exclusive business manager and administrator of the PC),
         impairs or renders less-than-optimal MC's business management and
         administration of all of the business and administrative functions and
         services of the PC; or

                  F.       the occurrence of any other event or the existence of
         any other condition which might require or otherwise result in the sale
         or transfer by the Stockholder (or his estate or personal
         representative) of the Stockholder's shares of stock in the PC.

                  The Stockholder or his personal representative shall notify MC
within ten (10) days of the occurrence of any Event. If any Event occurs, the
Stockholder's shares of stock in the PC shall be offered to an Eligible Person
designated by MC, which Eligible Person shall purchase the shares from the
Stockholder (or his estate, personal representative or purported transferee, as
the case may be). In the event that MC shall fail to designate an Eligible
Person to purchase the shares within sixty (60) days of the later of the
occurrence of an Event and MC's notification thereof, the PC shall repurchase
the shares. The price to be paid to and to be accepted by the Stockholder (or
his estate, personal representative or purported transferee, as the case may be)
as payment in full for the Stockholder's shares of stock in the PC shall be the
fair market value of such shares, as computed in accordance with Section 2 of
this Agreement. For purposes of this Agreement, "Eligible Person" shall mean an
individual who (i) is duly licensed to practice optometry or ophthalmology in
the Commonwealth of Massachusetts or such other state or territory of the United
States or the District of Columbia as may be permitted under applicable laws,
rules and regulations as in effect from time to time and, (ii) in the case of
any holder of shares of the PC other than the Stockholder, shall have been
approved by MC.

         2. PURCHASE PRICE. Unless and until changed as provided hereinafter, it
is agreed that, for the purpose of determining the purchase price to be paid for
the interest of the Stockholder, the "fair market value" of each share of stock
shall mean the book value per share outstanding as appearing upon the books of
the PC according to the balance sheet of the PC as of the last day of the month
preceding the date of the Event giving rise to the sale, as adjusted as
hereinafter set forth. Shares of stock held in the treasury of the PC shall not
be considered as shares outstanding. Such balance sheet shall be prepared and
certified by the independent accountant serving as auditor of the PC. Such
accountant shall compute the book value per share from such balance sheet and
such computation shall be final and binding upon the parties


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as to such book value. Such balance sheet shall be prepared in accordance with
generally accepted accounting principles, subject, however, to the following:

                  A.       Property subject to depreciation or amortization
         shall be valued at depreciated or amortized book value as of the date
         of the balance sheet. The depreciation and amortization rates and
         methods in current use by the PC shall be followed in determining the
         amount of such depreciation or amortization.

                  B.       Real estate taxes and taxes based on tangible
         personal property shall be prorated for the current year. If the amount
         of such taxes is not known, they shall be computed on the basis of the
         last known tax rate and assessment, so far as available.

                  C.       All taxes other than those included in subparagraph
         B. above shall be computed as though the PC's current tax year had
         ended on the date of the balance sheet.

                  D.       No allowance shall be made for the value of goodwill,
         trademarks, copyrights, licenses, agencies, patents, contracts,
         employment agreements, or the value of any lease-hold interests.

                  E.       Investments in securities having an established
         market value shall be valued at the market price as of the date of the
         balance sheet or if such date is not a business day, as of the last
         preceding business day.

                  F.       Investments in securities having no established
         market value and not representing 100% ownership shall be valued at the
         book value thereof determined for the latest audited balance sheet of
         the corporation issuing such securities.

                  G.       In any determination of value made after the death of
         the Stockholder, the value of any insurance proceeds paid or payable to
         the PC shall not be taken into account.

         3. METHOD OF PAYMENT.

                  A. An amount equal to the purchase price per share (as
         determined in accordance with Section 2) multiplied by the number of
         shares of capital stock of the PC to be purchased hereunder (the
         "PURCHASE PRICE") shall be paid to the Stockholder (or the
         Stockholder's estate or purported transferee, as the case may be)
         within sixty (60) days following the later of the date upon which the
         Event requiring purchase of the shares shall have occurred and MC's
         notification thereof. The purchaser shall pay such Purchase Price
         wholly in cash, wholly by delivery of its promissory note, or partly in
         cash and partly by


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<PAGE>

         delivery of its promissory note, as the purchaser shall elect. In the
         event that the purchaser shall elect to pay the Purchase Price in whole
         or in part by delivery of its promissory note, such note shall bear
         interest at a rate equal to the prime interest rate then prevailing at
         Bank of Boston, computed as of the date of the Event requiring
         purchase, and shall be fully amortized in equal monthly payments
         including interest over a three (3) year period, with the right of the
         purchaser to prepay at any time without premium or penalty.

                  B. Upon the payment to the Stockholder (or to the
         Stockholder's estate, personal representative or purported transferee,
         as the case may be) of the Purchase Price for the Stockholder's shares
         of capital stock of the PC, the Stockholder (or the Stockholder's
         personal representative or purported transferee) shall promptly cause
         the delivery to the purchaser of the certificate or certificates
         representing such shares duly endorsed for transfer to the purchaser or
         accompanied by one or more separate stock powers duly executed by the
         Stockholder (or the Stockholder's personal representative or purported
         transferee) and shall take all such further action as may then be
         necessary in order to effect the valid transfer of such shares,
         provided that such shares shall continue to be subject to the
         provisions of this Agreement. For the purpose of this Section 3.B,
         payment shall mean payment of cash or delivery of the purchaser's
         promissory note or both, as the case may be.

         4. RESTRICTIONS ON TRANSFERS; COMPLIANCE WITH AGREEMENT.

                  A.       The Stockholder agrees not to transfer, assign,
         hypothecate or in any way alienate any of his shares of stock of the PC
         or any right or interest therein, except as provided in this Agreement.

                  B.       Each certificate representing shares of capital stock
         of the PC held by the Stockholder shall bear a legend indicating that
         such shares are subject to the restrictions upon transfer and other
         covenants contained in this Agreement.


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<PAGE>

                  C.       In the event that the Stockholder (or, if deceased,
         the personal representative of the Stockholder) shall neglect or refuse
         to comply with the provisions of this Agreement, the shares of stock
         held by such person shall, so long as such neglect or refusal shall
         continue, have no voting power and shall not be entitled to any
         dividends.

                  D.       Any transfer or other disposition of shares of
         capital stock of the PC by the Stockholder (or his estate or personal
         representative) other than in accordance with this Agreement shall be
         null and void and shall not be recognized upon the books of the PC. If
         the transfer to the Eligible Person designated by MC or the repurchase
         by the PC of any shares of the PC is not completed within the
         prescribed time period, the PC may cancel such shares and the holder
         thereof shall have no further interest or rights of a shareholder of
         the PC other than the right to receive the Purchase Price therefor, as
         computed in accordance with Sections 2 and 3 of this Agreement. In the
         event that the


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<PAGE>

         Stockholder (or, if deceased, the personal representative of the
         Stockholder) shall fail to deliver the stock certificate(s) and stock
         power(s) as provided in Section 3.B within five (5) days after payment
         of the Purchase Price for the shares represented by such
         certificate(s), the PC may cancel such shares or take such other steps
         as the PC reasonably deems necessary to effect on the books of the PC
         the transfer of the shares to the Eligible Person designated by MC or
         the redemption by the PC of such shares, as the case may be.

                  E.       The provisions of this Agreement shall not be deemed
         to have been waived or discharged by any transfer of shares of capital
         stock of the PC made in compliance herewith and any such shares held by
         any holder subsequent to such transfer shall be subject in every
         respect to the provisions of this Agreement. Any transfer of stock is
         subject to the security interest created by Section 5 of this
         Agreement.

         5. GRANT OF SECURITY INTEREST. To induce MC to enter into the
Management Agreement, and as security for the prompt payment, performance and
observance by the PC of all of its obligations, debts and covenants now existing
or hereafter arising thereunder (the "SECURED OBLIGATIONS"), the Stockholder
hereby pledges and hypothecates to MC, and grants to MC a security interest in,
the following property (the "PLEDGED SECURITIES"):

                  A.       all shares of stock and other forms of ownership
         interest and the certificates or other instruments or documents
         evidencing the Stockholder's ownership in the PC (the "INITIAL PLEDGED
         SECURITIES");

                  B.       any additional shares of stock and other forms of
         ownership interest of the PC which may at any time hereafter be
         acquired by the Stockholder and the certificates or other instruments
         or documents evidencing same; and

                  C.       all dividends, distributions and monies paid or
         distributed in respect of or in exchange for, and all proceeds of, any
         or all of the foregoing.

         6. DELIVERY OF CERTIFICATES AND INSTRUMENTS. The Stockholder shall
deliver to MC:

                  A.       the original certificates or other instruments or
         documents evidencing the Initial Pledged Securities concurrently with
         the execution and delivery of this Agreement; and

                  B.       the original certificates or other instruments or
         documents evidencing all other Pledged Securities promptly and, in any
         event, within three days after the Stockholder's receipt thereof.


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<PAGE>

         All Pledged Securities which are certificated securities shall be in
registered form.

         7. OPTION TO PURCHASE. The Stockholder hereby grants to MC the option
to designate an Eligible Person to purchase up to 100% of the Stockholder's
shares in the PC at a purchase price computed in accordance with Section 2 and
payable in accordance with Section 3 of this Agreement.

         8. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Stockholder
represents, warrants and covenants that:

                  A.       the Initial Pledged Securities are, and all other
         Pledged Securities hereafter delivered to MC will be, owned by the
         Stockholder free and clear of all claims, mortgages, pledges, liens,
         encumbrances and security interests of every nature whatsoever, except
         as created by this Agreement;

                  B.       the Stockholder shall not sell, transfer, assign,
         pledge or grant a security interest in the Pledged Securities to any
         person other than as permitted by this Agreement;

                  C.       the Pledged Securities consisting of shares of stock
         constitute, and during the term of the Management Agreement will
         continue to constitute, 100% of the outstanding shares of capital stock
         of the PC; and

                  D.       no consent of any other person and no consent,
         license, permit, approval or authorization of, exemption by, notice or
         report to, or registration, filing or declaration with, any
         governmental instrumentality is required in connection with the
         execution, delivery, performance, validity or enforceability of this
         Agreement.

         9. VOTING RIGHTS AND CERTAIN PAYMENTS PRIOR TO DEFAULT. So long as
there shall exist no condition, event or act which constitutes, or with notice
or lapse of time or both would constitute, a default by the PC or the
Stockholder hereunder or a default by the PC under the Management Agreement, the
Stockholder shall be entitled:

                  A.       to exercise, as the Stockholder shall think fit, but
         in a manner not inconsistent with the terms hereof or of the Management
         Agreement, the voting power with respect to the Pledged Securities; and

                  B.       to receive and retain for his own account any and all
         dividends (other than stock or liquidating dividends) and interest at
         any time and from time to time declared or paid upon any of the Pledged
         Securities.

         As used in this Agreement, a "default" shall be deemed to have occurred
in the event that (i) the Stockholder shall fail to perform on a timely basis
any of his obligations or shall


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<PAGE>

breach any of his covenants hereunder in any material respect, (ii) the PC shall
fail to perform on a timely basis any of its obligations hereunder or under the
Management Agreement or breach any of its covenants hereunder or under the
Management Agreement in any material respect or (iii) any representation or
warranty made by the Stockholder or the PC hereunder or, in the case of the PC,
under the Management Agreement, shall be discovered by MC to have been false or
misleading in any material respect when made.

         10. VOTING RIGHTS AND CERTAIN PAYMENTS AFTER DEFAULT. So long as there
shall exist a condition, event or act which constitutes, or with notice or lapse
of time or both would constitute, a default by the PC or Stockholder hereunder
or a default by the PC under the Management Agreement, MC shall be entitled to
exercise all voting power with respect to the Pledged Securities and to receive
and retain, as additional collateral hereunder or, at MC's option, for
application to the Secured Obligations, any and all dividends and interest at
any time and from time to time declared or paid upon any of the Pledged
Securities.

         11. EXTRAORDINARY PAYMENTS AND DISTRIBUTIONS. In the event that, upon
the dissolution or liquidation (in whole or in part) of the PC, any sum is paid
as a liquidating dividend or otherwise upon or with respect to any of the
Pledged Securities, then such sum shall be paid over to MC promptly, and in any
event within three (3) days after receipt thereof, to be held by MC as
additional collateral to secure full payment of the Secured Obligations in
accordance with the terms of the Management Agreement. In case any stock
dividend shall be declared on any of the Pledged Securities, or any shares of
stock or fractions thereof shall be issued pursuant to any stock split involving
any of the Pledged Securities, or any distribution of capital shall be made on
any of the Pledged Securities, or any shares, obligations or other property
shall be distributed upon or with respect to the Pledged Securities pursuant to
a recapitalization or reclassification of the capital of the issuer thereof, or
pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or
reorganization of the PC, or to the merger or consolidation of the PC, with or
into another corporation, the shares, obligations or other property so
distributed shall be delivered to MC promptly, and in any event within three
days after receipt thereof, to be held by MC as additional collateral hereunder,
and all of the same (other than cash which shall be held as cash collateral or
applied as set forth in Section 12 hereof) shall constitute Pledged Securities
for all purposes hereof.

         12. APPLICATION OF CASH COLLATERAL. Any cash received and retained by
MC as additional collateral hereunder pursuant to the foregoing provisions may
at any time and from time to time be applied (in whole or in part) by MC, at its
option, to the payment of the Secured Obligations.

         13. REMEDIES UPON DEFAULT.

                  A.       If a default by the PC or the Stockholder shall occur
         hereunder or a default by the PC shall occur under the Management
         Agreement, MC, without


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<PAGE>

         obligation to resort to other security, shall have the right at any
         time and from time to time to sell, resell, assign and deliver, in its
         discretion, all or any of the Pledged Securities, in one or more
         parcels at the same or different times, and all right, title and
         interest, claim and demand therein and right of redemption thereof, on
         any securities exchange on which the Pledged Securities or any of them
         may be listed, or at public or private sale, for cash, upon credit or
         for future delivery, and in connection therewith MC may bid at any such
         sale for its own account and MC may grant options, the Stockholder
         hereby waiving and releasing any and all equity or right of redemption.
         If any of the Pledged Securities are sold by MC upon credit or for
         future delivery, MC shall not be liable for the failure of the
         purchaser to purchase or pay for the same and, in the event of any such
         failure, MC may resell such Pledged Securities. In no event shall the
         Stockholder be credited with any part of the proceeds of sale of any
         Pledged Securities until cash payment thereof has actually been
         received by MC.

                  B.       No demand, advertisement or notice, all of which are
         hereby expressly waived, shall be required in connection with any sale
         or other disposition of any part of the Pledged Securities which
         threatens to decline speedily in value; or otherwise MC shall give the
         Stockholder at least ten (10) days' prior notice sent by ordinary mail
         of the time and place of any sale and of the time after which any
         private sale or other disposition is to be made, which notice the
         Stockholder agrees is reasonable, all other demands, advertisements and
         notices being hereby waived. MC shall not be obligated to make any sale
         of Pledged Securities if it shall determine not to do so, regardless of
         the fact that notice of sale may have been given. MC may, without
         notice or publication, adjourn any public or private sale or cause the
         same to be adjourned from time to time by announcement at the time and
         place fixed for sale, and such sale may, without further notice, be
         made at the time and place to which the same was so adjourned.

                  C.       The remedies provided herein in favor of MC shall not
         be deemed exclusive, but shall be cumulative.

         14. CARE OF PLEDGED SECURITIES. MC shall have no duty as to the
collection or protection of the Pledged Securities or any income thereon or as
to the preservation of any rights pertaining thereto, beyond the safe custody of
any thereof actually in its possession.

         15. POWER OF ATTORNEY. The Stockholder hereby appoints MC as its
attorney-in-fact for the purpose of carrying out the provisions of this
Agreement and taking any action and executing any instrument which MC may deem
necessary or advisable to accomplish the purposes hereof. Without limiting the
generality of the foregoing, MC shall have the right and power to (a) receive,
endorse and collect all checks and other orders for the payment of money made
payable to the Stockholder representing any interest or dividend or other
distribution payable in respect of the Pledged Securities or any part thereof
and to give full discharge for the same, and (b) to execute endorsements,
assignments or other instruments of conveyance or


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<PAGE>

transfer with respect to all or any of the Pledged Securities. The power of
attorney granted hereunder is coupled with an interest and is irrevocable.

         16. TERMINATION OF AGREEMENT. This Agreement shall terminate on the
earlier of:

                  A.       Upon the written agreement of the parties hereto; and


                  B.       Upon the termination of the Management Agreement and
         satisfaction in full of all of the PC's obligations thereunder.

         17. MISCELLANEOUS.

                  A. FURTHER ASSURANCES. The Stockholder shall, upon request of
         MC, duly execute and deliver, or cause to be duly executed and
         delivered, to MC such further instruments and take and cause to be
         taken such further actions as may be necessary or proper in the
         reasonable opinion of MC to carry out more effectively the provisions
         and purposes of this Agreement. The other parties hereto agree to
         perform such further acts and to execute and deliver such further
         documents as may be reasonably necessary to carry out the provisions of
         this Agreement.

                  B. NOTICES. Unless otherwise provided herein, all notices,
         requests and other communications to any party hereunder shall be in
         writing and shall be personally delivered or sent by registered or
         certified mail, postage prepaid, return receipt requested, or by a
         reputable courier delivery service or by telecopy and shall be given to
         the respective party to whom such notice relates at such party's last
         known address as recorded in the records of the PC, or such other
         address or telecopy number as such party may hereafter specify. Each
         such notice, request or other communication shall be effective (i) if
         given by telecopy, when such telecopy is transmitted to the telecopy
         number specified in this Section and the appropriate confirmation is
         received, (ii) if given by registered or certified mail, 72 hours after
         such communication is deposited with the post office, addressed as
         aforesaid, or (iii) if given by any other means (including, without
         limitation, by air courier), when delivered at the address specified in
         accordance with this Section.

                  C. GOVERNING LAW. This Agreement shall be governed by and
         construed in accordance with the laws of the Commonwealth of
         Massachusetts, without giving effect to the conflict of law principles
         thereof.

                  D. NO WAIVER. No act, omission or delay by MC or course of
         dealing between MC and the Stockholder shall constitute a waiver of the
         rights and remedies of MC hereunder. No single or partial waiver by MC
         of any default hereunder, under the Management Agreement or right or
         remedy which it may have shall operate as a waiver of any other
         default, right or remedy or of the same default, right or remedy on


                                      -9-
<PAGE>


         a future occasion. The Stockholder hereby waives presentment, notice of
         dishonor and protest of all instruments included in or evidencing the
         Secured Obligations or Pledged Securities, and all other notices and
         demands whatsoever (except as expressly provided herein).

                  E. AMENDMENTS AND WAIVERS. No provision hereof shall be
         modified, altered or limited except by a written instrument expressly
         referring to this Agreement and to such provision, and executed by the
         parties hereto.

                  F. BENEFIT OF AGREEMENT; CONTINUING SECURITY INTEREST. This
         Agreement shall be binding upon the parties hereto, their respective
         heirs, executors, administrators, successors and assigns, and shall
         inure to the benefit of the parties hereto and their respective heirs,
         executors, administrators, successors and assigns. This Agreement shall
         create a continuing security interest in the Pledged Securities which
         shall remain in full force and effect until termination of the
         Management Agreement and satisfaction in full of all of the PC's
         obligations thereunder.

                  G. SEVERABILITY. In the event that any court of competent
         jurisdiction shall determine that any provision, or any portion
         thereof, contained in this Agreement shall be unreasonable or
         unenforceable in any respect, then such provision shall be deemed
         limited to the extent that such court deems it reasonable and
         enforceable, and as so limited shall remain in full force and effect.
         In the event that such court shall deem any such provision, or portion
         thereof, wholly unenforceable, the remaining provisions of this
         Agreement shall nevertheless remain in full force and effect. If the
         provisions of this Agreement governing the transferability of the
         Stockholder's shares of capital stock in the PC shall be deemed
         unenforceable, then the provisions of Article IV of the PC's By-Laws
         shall instead govern the transferability of such shares.

                  H. COUNTERPARTS. This Agreement may be executed in any number
         of counterparts and by the different parties hereto on separate
         counterparts, each of which when so executed and delivered shall be an
         original and all of which shall together constitute one and the same
         agreement.

                  I. ACKNOWLEDGMENT OF RECEIPT. The Stockholder acknowledges
         receipt of a copy of the Management Agreement.


                            [SIGNATURE PAGE FOLLOWS]



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         IN WITNESS WHEREOF, the parties to this Agreement have caused the same
to be duly executed as of the date first written above.


                                        [____________________]



                                        BY: 
                                            ---------------------------------
                                        Name:
                                        Title: President



                                                 [____________________]



                                        BY:
                                            ---------------------------------
                                        Name:  William T. Sullivan
                                        Title: President


                                            ---------------------------------
                                              [Insert name of shareholder]

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