CONTRIBUTION AGREEMENT

                                      Among

                          PRIME MEDICAL SERVICES, INC.,


                                PRIME RVC, INC.,


                     PRIME REFRACTIVE - KANSAS CITY, L.L.C.,


                 VISION CORRECTION CENTERS OF KANSAS CITY, P.C.,


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

                                       and

                               JEFFREY COUCH, M.D.



                              --------------------


                          Dated as of September 1, 2000


<PAGE>


                                        2

043838.0023 AUSTIN  193137 v8



                             CONTRIBUTION AGREEMENT

     This  Contribution  Agreement  (this  "Agreement")  is  entered  into to be
effective as of September 1, 2000 (the  "Effective  Time"),  among Prime Medical
Services,  Inc., a Delaware  corporation  ("PMSI"),  Prime RVC, Inc., a Delaware
corporation  ("Prime"),  Vision  Correction  Centers  of Kansas  City,  P.C.,  a
Missouri professional  corporation ("VCC"),  Kansas City Laser Vision Correction
Centers,  L.L.C., a Missouri limited liability  company ("KCL"),  Jeffrey Couch,
M.D., an individual  residing in Kansas City,  Missouri and the sole shareholder
of VCC ("Couch"), and Prime Refractive - Kansas City, L.L.C., a Delaware limited
liability company ("Newco").

         The parties hereto agree as follows:

                                    ARTICLE I

                         Agreement of Purchase and Sale

         1.1 Agreement.  Upon the basis of the  representations  and warranties,
for the consideration, and subject to the terms and conditions set forth in this
Agreement,  (a) Prime  agrees to  purchase  from  Couch  and/or  VCC,  as of the
Effective  Time,  by  payment of  $4,530,000  (the "Cash  Purchase  Price"),  an
undivided  sixty-five  percent  (65%)  interest  in (i)  all of the  Assets  (as
hereinafter  defined) and (ii) the  business  conducted  with the Assets,  which
business consists of providing space, equipment,  non-professional personnel and
certain administrative services on a turn-key basis to professional providers of
Refractive  Surgery (as hereinafter  defined),  including,  without  limitation,
initially  providing such accommodations on an exclusive basis to the Refractive
Surgery  practices  of Couch and KCL in  accordance  with the terms set forth in
this  Agreement  and that  certain  agreement  related to Couch's use of Newco's
offices and equipment (the "Facility Use Agreement")  among Couch,  KCL, VCC and
Newco in the form  attached  hereto as  Exhibit  A  (collectively,  the  "Assets
Related Business"); (b) Prime agrees to contribute to Newco, as of the Effective
Time,  the undivided  sixty-five  percent  (65%)  interest in the Assets and the
Assets  Related  Business  purchased  by Prime,  and will  receive a  sixty-five
percent (65%) ownership interest in Newco; and (c) VCC agrees to contribute,  as
of the  Effective  Time,  the  remaining  undivided  thirty-five  percent  (35%)
interest in the Assets and the Assets  Related  Business  to Newco.  The parties
agree that:

                  (y) immediately prior to the Closing (as hereinafter defined),
all of the outstanding membership interests of Newco shall be owned by VCC, and,
immediately after the Closing,  Prime shall own sixty-five  percent (65%) of all
of the outstanding  membership  interests of Newco and VCC shall own thirty-five
percent (35%) of all of the outstanding membership interests of Newco; and

                  (z)  prior to or at the  Closing,  Prime  and VCC  shall  have
executed the limited liability company agreement, in the form attached hereto as
Exhibit B, and any other organizational  documents of Newco  (collectively,  the
"Organizational Documents").

         1.2  Closing.  The closing of the  purchase  and sale  contemplated  by
Section  1.1 (the  "Closing")  shall  take place at the  offices of Akin,  Gump,
Strauss,  Hauer & Feld,  L.L.P.,  1900 Frost Bank Plaza,  816  Congress  Avenue,
Austin,  Texas 78701,  or at such other  location as the parties may agree.  The
date on which the Closing  occurs is  hereinafter  referred  to as the  "Closing
Date."

         1.3 Assets. As used in this Agreement, the term "Assets" shall mean and
include all of the items listed on Schedule 1.3(a) attached hereto, and, without
duplication,  all Permits (as hereinafter defined) for which transfer thereof to
Newco is not prohibited under  applicable law, all business  records  (excluding
medical  records) of  Refractive  Surgery and the business  conducted by VCC and
Couch prior to the Closing Date, any and all rights of VCC or Couch under leases
(including rights to receive returns of deposits under such leases) or contracts
listed on Schedule 1.3(a), the goodwill related to the business conducted by VCC
and  Couch  prior to the  Closing  Date  (excluding  the  Medical  Practice,  as
hereinafter  defined),  the name "Vision  Correction Centers of Kansas City" and
all likenesses thereof,  and all of the related business benefiting VCC or Couch
prior to the Closing  Date  (excluding  the Medical  Practice).  Each of VCC and
Couch hereby  represents  and warrants that the Assets  include all property and
assets, real, personal and mixed,  tangible and intangible,  including,  without
limitation, leases and contracts, equipment, instruments, computer software used
in connection with the equipment or  instruments,  Permits,  personal  property,
furniture,  business  records and other assets that are used primarily in or are
materially relied on for the Assets Related Business  conducted by VCC and Couch
prior to the Closing.  Notwithstanding the foregoing, the following shall not be
"Assets" and shall be retained by VCC and/or Couch:

                  (a) all of the business of VCC and Couch which,  by applicable
law,  may only be  performed by a licensed  medical  professional,  or an entity
owned exclusively by licensed medical professionals (the "Medical Practice");

                  (b)  all activities that constitute the practice of medicine;

                  (c) the  books  of  account  and  record  books of VCC and the
Business  (as  hereinafter  defined)  (complete  and  accurate  copies of which,
insofar as they relate to the Assets Related  Business during the calendar years
1998,  1999 and 2000,  up to and  including  the Closing  Date,  shall have been
provided to Prime on or before the Closing Date);

                  (d)      VCC's and Couch's rights under this Agreement;

                  (e) any asset that (i) is neither  used in, nor relied on for,
the  business  conducted  by VCC and Couch prior to the Closing  (excluding  the
Medical Practice) and (ii) is set forth on Schedule 1.3(d) attached hereto;

                  (f) all cash, accounts receivable,  prepaid expenses, deposits
(excluding  deposits  under leases  assumed by Newco  pursuant to Section  1.4),
inventory,  and any notes  receivables;  but this exclusion shall not in any way
limit Couch's  obligations under Section 4.8, or any obligation KCL or Couch may
have under the Facility Use Agreement;

     (g) any medical or clinical records (although the parties  acknowledge that
Newco may from time to time have physical possession of such records);

     (h) any patents or copyrights that are owned  individually by Couch and not
used in, nor relied on for, the Assets Related Business.

         As used in this Agreement, the "Business" shall mean the Assets Related
Business  and the Medical  Practice,  collectively.  As used in this  Agreement,
"Refractive  Surgery"  shall  mean,  collectively,  any  current  and/or  future
surgical  procedures  intended to correct refractive error,  including,  without
limitation,   myopia,   hyperopia,   presbyopia  or   astigmatism  of  the  eye.
Notwithstanding anything in this Agreement to the contrary, "Refractive Surgery"
shall not include any specific  procedure  that, at the time the procedure is to
be  performed,  requires  in  the  exercise  of a  reasonable  ophthalmologist's
independent  professional  judgment  as to the  individual  patient  the  use of
general anesthesia and an operating room approved by the American Association of
Ambulatory  Surgical  Centers or Joint Commission on Accreditation of Healthcare
Organizations (or any similar or successor accreditation board or body) with the
capability of general anesthesia (provided, however, that if this sentence would
exclude from "Refractive Surgery" any surgical procedure included in "Refractive
Surgery" at the Effective  Time,  then the parties to this  Agreement  will work
together to  restructure  the  operating  mechanics of their  relationship  in a
manner that allows the operations of the Business to comply with such regulatory
change  and  also  preserves  the  economic  benefits  of each  of the  parties,
including  KCL,  VCC and  Couch,  arising  under  this  Agreement  and the other
Transaction  Documents,   as  such  term  is  hereinafter  defined,  giving  due
consideration to any recoupment of a party's investment hereunder or opportunity
therefor).

         1.4 Assumed Liabilities. VCC and Couch each agree that, at the Closing,
Newco shall assume the following (collectively,  the "Assumed Liabilities"): (a)
those lease or other contract obligations that are executory in nature and arise
after the  Effective  Time under leases or contracts  that are (i)  specifically
named or  described on Schedule  1.3(a) and (ii)  denoted on Schedule  1.3(a) as
having the related  obligations assumed by Newco to the extent described in this
Section,  (b)  those  trade  payables  on  open  account  and  accrued  expenses
(including,  without limitation,  salary and benefits),  owed to unrelated third
parties and less than ninety (90) days old, that were, in each case, incurred or
accrued in the ordinary  course of business  after the Effective  Time,  and (c)
those salaries and benefits  arising  between the Effective Time and the Closing
Date and attributable to employees of VCC or Couch that are hired or employed by
Newco after the Closing Date.  From and after the Closing  Date,  Newco shall be
solely responsible for the Assumed  Liabilites.  The parties  specifically agree
that Newco will have no responsibility,  liability or obligation  whatsoever for
(x) those  obligations under such leases or contracts which accrued prior to the
Effective Time, (y) any breaches or defaults  thereunder  which occurred or were
alleged to have  occurred  prior to the Closing  Date or (z) trade  payables not
included  in the  definition  of  "Assumed  Liabilities"  above.  Subject to the
foregoing,  the parties will prorate costs and expenses incurred with respect to
both pre- and  post-Effective  Time  periods,  based on the  extent to which the
related  benefits  were used prior to or after the Effective  Time.  The parties
agree to cooperate in good faith to account for such proration and remit amounts
that may become due another party based on such pro-ration.

         VCC and Couch each agree that, except for the Assumed Liabilities,  any
and all debts,  liabilities,  and obligations of VCC or Couch,  whether known or
unknown,  absolute,  contingent  or  otherwise  (including,  but not limited to,
federal,  state, and local taxes, any sales taxes, use taxes and property taxes,
any taxes arising from the  transactions  contemplated by this Agreement and any
liabilities  arising  from any  litigation  or  civil,  criminal  or  regulatory
proceeding  involving or related to VCC, Couch or the Business) shall remain the
sole  responsibility  of VCC or Couch  (whichever  owed such debt,  liability or
obligation),  and each covenants to pay promptly and otherwise  fulfill all such
debts,  liabilities  or  obligations  as and when the same  become  due  (unless
contested in good faith). Without limiting the foregoing,  each of VCC and Couch
specifically  acknowledges and agrees that none of PMSI, Prime, any affiliate of
PMSI or Prime,  and  (except  for Assumed  Liabilities)  Newco shall  assume any
claims, debts, liabilities or obligations whatsoever of VCC or Couch, including,
without  limitation,  those  related to or arising  out of or under any claim or
other action disclosed on Schedule 3.13.

         1.5 Payment and Allocation of Purchase  Price.  Prime agrees to pay the
Cash Purchase Price to VCC at the Closing by check, money order or wire transfer
of funds.  Payment of the Contingent  Consideration  (as defined in Section 4.6)
shall be governed by the terms of Section 4.6.  Collectively,  the Cash Purchase
Price and the  Contingent  Consideration  are referred to  collectively  in this
Agreement as the  "Purchase  Price." The Cash  Purchase  Price will be allocated
among the Assets, with $568,750 allocated to tangible assets, in accordance with
Schedule 1.5 attached hereto, and any Contingent  Consideration paid pursuant to
Section 4.6 shall be allocated in a manner  consistent  with the  allocation set
forth on Schedule 1.5. The parties agree, however, that the allocation set forth
on Schedule  1.5 may be changed by Prime after the Closing to give effect to the
valuation provided by Prime's external accountants.

                                   ARTICLE II

                Representations and Warranties of PMSI and Prime

         PMSI and Prime hereby  represent and warrant to VCC and Couch,  jointly
and  severally,  that each of the  following  matters is true and correct in all
respects  as of  both  the  Effective  Time  and  the  Closing  Date  (with  the
understanding that VCC and Couch are relying materially on such  representations
and  warranties in entering into and  performing  this Agreement and each of the
other  contracts,  documents,  instruments  or  agreements to be entered into in
connection with or as contemplated  by this Agreement,  all of which,  including
this Agreement, are collectively referred to as the "Transaction Documents") and
which shall survive the Closing:

         2.1  Due  Organization  and  Principal  Executive  Office.  Prime  is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Delaware  and has full  corporate  power and  authority  to
carry on its business as now conducted and as proposed to be conducted.  PMSI is
a corporation duly organized,  validly existing,  and in good standing under the
laws of the State of Delaware  and has full  corporate  power and  authority  to
carry on its business as now conducted and as proposed to be conducted.  Each of
PMSI's and Prime's  principal  executive  offices are located at 1301 Capital of
Texas Highway, Austin, Texas 78746.

         2.2 Due Authorization.  Each of PMSI and Prime has full corporate power
and  authority to enter into and perform  this  Agreement  and each  Transaction
Document required to be executed by it in connection  herewith.  With respect to
each of PMSI and Prime,  this Agreement and each Transaction  Document  required
herein to be executed by it has been duly and validly  authorized,  executed and
delivered by it, and the terms and  provisions  of this  Agreement and each such
Transaction Document constitute the valid,  binding and enforceable  obligations
of it. With  respect to each of PMSI and Prime,  the  execution,  delivery,  and
performance of this Agreement and each Transaction  Document  required herein to
be executed by it will not (a) violate any federal, state, county, or local law,
rule, or regulation applicable to it or its properties (provided,  however, that
any  representation  or  warranty  by Prime  or PMSI  with  respect  to any laws
regulating  or  legislating  the  provision  of  healthcare  or the  practice of
medicine shall be limited to the actual knowledge possessed by Prime and PMSI on
the Closing Date),  (b) violate or conflict with, or permit the cancellation of,
any agreement to which it is a party or by which it or its properties are bound,
(c) permit the  acceleration  of the  maturity  of any  indebtedness  of, or any
indebtedness  secured by the property of, it or (d) violate or conflict with any
provision of its organizational documents. Except for the filing requirements of
PMSI arising under the Securities  Exchange Act of 1934, no action,  consent, or
approval of, or filing with, any federal,  state,  county, or local governmental
authority  is  required  by  either  of PMSI or  Prime  in  connection  with the
execution,  delivery  or  performance  of  this  Agreement  or  any  Transaction
Document.

         2.3 Brokers and Finders.  Neither PMSI nor Prime has engaged, or caused
to be incurred any liability to, any finder, broker, or sales agent (and neither
has paid,  or will pay,  any finder's  fee or similar fee or  commission  to any
person) in connection  with the  execution,  delivery,  or  performance  of this
Agreement or the transactions contemplated hereby.

         2.4 Claims and  Proceedings.  Neither  PMSI nor Prime is a party to any
claim, action, suit, proceeding,  or investigation,  at law or in equity, before
or by any court, municipal or other governmental department,  commission, board,
agency,  or  instrumentality,  that it  reasonably  believes  would  result in a
liability or loss that could have a substantially adverse impact on the business
operations  of PMSI.  Neither PMSI nor Prime is a party to any claims,  actions,
suits,  proceedings,  or investigations,  at law or in equity,  before or by any
court, municipal or other governmental department, commission, board, agency, or
instrumentality  which seeks to restrain or  prohibit  the  carrying  out of the
transactions contemplated by this Agreement or to challenge the validity of such
transactions or any part thereof or seeking damages on account thereof;  and, to
the  knowledge of PMSI and Prime,  no such claim,  action,  suit,  proceeding or
investigation is threatened.

         2.5      Investment Representations.  Each of PMSI and Prime:
                  --------------------------

                  (a) Is an  "accredited  investor,"  and  has not  retained  or
consulted with any "purchaser representative" (as such terms are defined in Rule
501 of Regulation D  promulgated  under the  Securities  Act of 1933, as amended
(the  "Securities  Act")) in connection with its execution of this Agreement and
the consummation of the transactions contemplated hereby;

     (b) Has such  knowledge and  experience  in financial and business  matters
that it is capable of evaluating the merits and risks of an investment in Newco;

                  (c) Will acquire any Newco  interests  for its own account for
investment  and not with the view toward  resale or  redistribution  in a manner
which  would  require  registration  under  the  Securities  Act  or  the  Texas
Securities  Act,  as  amended,  and it does not  presently  have any  reason  to
anticipate any change in its circumstances or other particular occasion or event
which  would  cause it to sell its  Newco  interests,  or any  part  thereof  or
interest  therein,  and  it has no  present  intention  of  dividing  the  Newco
interests with others or reselling or otherwise disposing of the Newco interests
or any part thereof or interest therein either currently or after the passage of
a fixed or determinable  amount of time or upon the occurrence or  nonoccurrence
of any predetermined event or circumstance;

                  (d) In connection  with entering into this  Agreement and each
Transaction  Document  to which  it is a party,  and in  making  the  investment
decisions  associated  therewith,  it has  neither  received  nor  relied on any
representations  or warranties from Newco,  Couch, VCC, the affiliates of VCC or
Couch, or the officers, directors,  shareholders,  employees, partners, members,
agents,  consultants,  personnel or similarly  related  parties of VCC or Couch,
other than those  representations and warranties contained in this Agreement and
the other Transaction Documents;

                  (e) Is able to bear the economic  risk of an investment in the
Newco  interests and it has sufficient net worth to sustain a loss of its entire
investment without material economic hardship if such a loss should occur; and

                  (f)  Acknowledges  that  the  Newco  interests  have  not been
registered under the Securities Act, or the securities laws of any of the states
of the United States,  that an investment in the Newco interests involves a high
degree of risk, and that the Newco interests are an illiquid investment.

                                   ARTICLE III

                 Representations and Warranties of VCC and Couch

         VCC and Couch  hereby  represent  and  warrant  to Prime,  jointly  and
severally,  that  each of the  following  matters  is true  and  correct  in all
respects  as of  both  the  Effective  Time  and  the  Closing  Date  (with  the
understanding that Prime is relying  materially on each such  representation and
warranty  in  entering  into and  performing  this  Agreement),  and which shall
survive the Closing.  Notwithstanding  any contrary provision of this Agreement,
any  representation  or  warranty  by  Couch  or VCC  with  respect  to any laws
regulating  or  legislating  the  provision  of  healthcare  or the  practice of
medicine shall be limited to the actual knowledge  possessed by Couch and VCC on
the Closing Date.

         3.1 Due Organization. VCC is a professional corporation duly organized,
validly  existing,  and in good standing under the laws of the State of Missouri
and has full power and  authority to carry on its business as now  conducted and
as proposed to be conducted.  KCL is a limited liability company duly organized,
validly  existing,  and in good standing under the laws of the State of Missouri
and has full power and  authority to carry on its business as now  conducted and
as proposed to be conducted. Each of VCC and KCL is qualified to do business and
is in good standing in every  jurisdiction  where such qualification is required
for the conduct of the  Business as  conducted  on the Closing  Date.  As of the
Closing Date, Couch is the sole holder of all equity ownership interests in each
of VCC and KCL, after assuming the  conversion,  exercise or exchange of any and
all  rights  or  securities  that  are  convertible   into,  or  exercisable  or
exchangeable  for, equity  ownership  interests in VCC or KCL. KCL was formed in
connection with the transactions contemplated by this Agreement, and KCL has not
conducted  any business or engaged in any  transactions  with any  individual or
entity prior to the Closing (other than the  organizational  meeting or consent,
and  the  approval  of  resolutions  authorizing  the  execution,  delivery  and
performance of this Agreement and any other Transaction Document to which KCL is
a party).

         3.2 Subsidiaries.  VCC does not directly or indirectly have (or possess
any  options  or other  rights to  acquire)  any  subsidiaries  or any direct or
indirect ownership interests in any person, business, corporation,  partnership,
limited liability company, association, joint venture, trust, or other entity.

         3.3 Due  Authorization.  Each of KCL,  VCC and Couch has full power and
authority to enter into and perform this Agreement and each Transaction Document
required  to be  executed  by KCL,  VCC or Couch  in  connection  herewith.  The
execution, delivery, and performance of this Agreement and each such Transaction
Document has been duly  authorized by all  necessary  action of each of KCL (and
its managers,  officers and members) and VCC (and its directors,  officers,  and
shareholders).  This Agreement and each such Transaction  Document has been duly
and validly executed and delivered by KCL, VCC and Couch and constitutes a valid
and binding obligation of KCL, VCC and Couch,  enforceable  against each of them
in accordance with its terms. The execution,  delivery,  and performance of this
Agreement,  and each  Transaction  Document  required  herein to be  executed by
Couch, KCL and/or VCC do not (a) violate any federal,  state,  county,  or local
law,  rule, or regulation  applicable  to KCL, VCC,  Couch,  the Business or the
Assets,  (b)  violate  or  conflict  with,  or permit the  cancellation  of, any
agreement  to which  VCC or Couch is a party,  or by which  VCC,  Couch or their
properties  are bound,  or (except as expressly set forth herein or in the other
Transaction  Documents) result in the creation of any lien,  security  interest,
charge, or encumbrance upon any of such properties,  (c) permit the acceleration
of the maturity of any indebtedness of VCC or Couch, or any indebtedness secured
by the property of VCC or Couch,  or (d) violate or conflict  with any provision
of the  organizational  documents of KCL or VCC. No action,  consent,  waiver or
approval of, or filing with, any federal,  state,  county or local  governmental
authority is required by KCL,  VCC or Couch in  connection  with the  execution,
delivery, or performance of this Agreement (or any Transaction Document).

         3.4  Financial  Statements.  The  unaudited  balance  sheet and  income
statement  for the  Business as of and for each of the years ended  December 31,
1998 and 1999,  and the  unaudited  balance  sheet and income  statement for the
Business as of and for the period  beginning  on January 1, 2000,  and ending on
August 31, 2000 (the "Balance  Sheet Date") are attached  hereto as Schedule 3.4
(collectively,  the "Financial Statements").  The Financial Statements have been
prepared  using  the  accrual  basis  in  accordance  with  generally   accepted
accounting  principles  ("GAAP")  consistently  applied  (except as specifically
noted  therein or in Schedule 3.4) and fairly  present in all material  respects
the  financial  position  and results of  operations  of the  Business as of the
indicated dates and for the indicated  periods.  Except for Assumed  Liabilities
and  liabilities  set forth on Schedule 3.4 attached  hereto,  as of the Closing
Date,  neither  KCL,  VCC nor  Couch  has any  claims,  debts,  liabilities,  or
obligations  related to the  Business or the Assets,  whether  known or unknown,
absolute,  contingent  or  otherwise  (including,  but not limited to,  federal,
state, and local taxes, any sales taxes, use taxes and property taxes, any taxes
arising from the transactions contemplated by this Agreement and any liabilities
arising  from  any  litigation  or  civil,  criminal  or  regulatory  proceeding
involving or related to VCC, Couch,  the Assets or the Business).  Except as set
forth in  Schedule  3.4  hereto,  since  the  Effective  Time  there has been no
material adverse change in the Assets, the Business or the results of operations
of the Business.

         3.5  Conduct  of  Business;  Certain  Actions.  Except  as set forth on
Schedule 3.5 attached  hereto,  since the Balance Sheet Date, VCC and Couch have
conducted the Business in the ordinary course and consistent with past practices
and  have  not  (a)  increased  the  compensation  of  any  employees,   agents,
contractors, vendors or other parties, except for wage and salary increases made
in the ordinary course of business and consistent with the past practices of VCC
or Couch, (b) sold any asset (or any group of related assets) in any transaction
(or series of related  transactions)  in which the purchase  price or book value
for such asset (or group of related assets)  exceeded  $10,000,  (c) suffered or
permitted any lien,  security interest,  claim,  charge, or other encumbrance to
arise or be  granted  or  created  against  or upon any of its  assets,  real or
personal,  tangible or intangible, (d) amended its organizational documents, (e)
made or paid any  severance or  termination  payment to any  director,  officer,
employee,  agent, contractor,  vendor or consultant,  (f) made any change in its
method of  accounting,  (g) made any  investment or  commitment  therefor in any
person,  business,  corporation,  association,  partnership,  limited  liability
company,  joint  venture,  trust,  or other entity,  (h) amended,  terminated or
experienced a termination of any material contract, agreement, lease, franchise,
or  license  to  which it is a  party,  (i)  entered  into  any  other  material
transactions  except  in the  ordinary  course  of  business,  (j)  changed  the
standard, undiscounted per procedure fee generally charged to patients, which is
$1,500  at the time of  Closing,  (k)  entered  into any  contract,  commitment,
agreement,  or understanding  to do any acts described in the foregoing  clauses
(a)-(j) of this Section, (l) suffered any material damage,  destruction, or loss
(whether or not covered by insurance) to any assets, (m) experienced any strike,
slowdown,  or demand for recognition by a labor  organization by or with respect
to any of its employees, (n) experienced or effected any shutdown, slow-down, or
cessation of any operations conducted by, or constituting part of, the Business,
or (o) changed or suspended its procedures for  collecting  accounts  receivable
and paying the accounts payable of the Business.

         3.6 Assets; Licenses, Permits, etc. The Assets include all property and
assets, real, personal and mixed,  tangible and intangible,  including,  without
limitation, leases and contracts, equipment, instruments, computer software used
in connection with the equipment or  instruments,  Permits,  personal  property,
furniture,  business  records and other assets that are used primarily in or are
materially relied on for the Assets Related Business  conducted by VCC and Couch
prior to the Closing.  Except as set forth on Schedule 3.6(a),  VCC has good and
marketable  title to all of the  Assets,  free and clear of all liens,  security
interests,  claims,  rights of another, and encumbrances of any kind whatsoever.
The Assets are in good operating condition and repair,  subject to ordinary wear
and tear, taking into account the respective ages of the properties involved and
are all that are necessary for the Assets Related Business  conducted by VCC and
Couch prior to the  Closing.  Attached  hereto as Schedule  3.6(b) is a list and
description of all federal,  state,  county,  and local  governmental  licenses,
certificates, certificates of need, permits, waivers, filings and orders held or
applied  for by VCC or Couch and used or relied on (or to be used or relied  on)
in connection  with the Assets or the Business  ("Permits").  VCC and Couch have
complied in all material  respects,  and VCC and Couch are in  compliance in all
material  respects,  with the  terms  and  conditions  of any such  Permits.  No
additional  Permit  is  required  from  any  federal,  state,  county,  or local
governmental  agency or body  thereof  in  connection  with the  conduct  of the
Business.  No claim has been made by any  governmental  authority  (and,  to the
knowledge  of VCC and Couch,  no such claim has been  threatened)  to the effect
that a Permit  not  possessed  by VCC or Couch is  necessary  in  respect of the
Business.  Except as specifically noted on Schedule 3.6(b), no Permit is or will
be adversely  affected by the consummation of the  transactions  contemplated by
this Agreement.

         3.7      Environmental Issues.

                  (a) For purposes of this  Agreement,  the term  "environmental
laws"  shall  mean  all  laws  and  regulations  relating  to  the  manufacture,
processing,  distribution,  use, treatment,  storage,  disposal,  transport,  or
handling, or the emission, discharge, or release, of any pollutant, contaminant,
chemical,  or industrial  toxic or hazardous  substance or waste,  and any order
related thereto.

                  (b) VCC and Couch have complied in all material  respects with
and obtained all  authorizations and made all filings required by all applicable
environmental  laws.  The  properties  occupied or used by VCC or Couch have not
been  contaminated  with any hazardous wastes,  hazardous  substances,  or other
hazardous or toxic materials in violation of any applicable  environmental  law,
the violation of which could have a material adverse impact on the Business.

                  (c)  Neither  VCC nor Couch has  received  any notice from the
United  States  Environmental   Protection  Agency  that  it  is  a  potentially
responsible party under the Comprehensive  Environmental Response,  Compensation
and Liability Act ("Superfund Notice"),  any citation from any federal, state or
local  governmental  authority for  non-compliance  with its  requirements  with
respect to air, water or environmental  pollution,  or the improper storage, use
or discharge of any  hazardous  waste,  other waste or other  substance or other
material pertaining to the Business ("Citations") or any written notice from any
private  party  alleging  any such  non-compliance;  and there are no pending or
unresolved Superfund Notices,  Citations or written notices from private parties
alleging any such non-compliance.

         3.8  Intellectual  Property Rights.  There are no patents,  trademarks,
trade names, or copyrights, and no applications therefor, owned by or registered
in the name of VCC or Couch or in which VCC or Couch has any right,  license, or
interest other than those disclosed on Schedule 3.8.  Neither VCC nor Couch is a
party to any license agreement,  either as licensor or licensee, with respect to
any patents,  trademarks,  trade names, or copyrights other than those disclosed
on  Schedule  3.8.  Neither  VCC nor Couch has  received  any notice  that it is
infringing any patent, trademark, trade name, or copyright of others.

         3.9  Compliance  with Laws. To the knowledge of VCC and Couch,  VCC and
Couch  have  complied  in all  material  respects,  and  VCC  and  Couch  are in
compliance in all material respects,  with all federal, state, county, and local
laws, rules,  regulations and ordinances currently in effect and relating to the
Business.  No claim has been made or  threatened by any  governmental  authority
against  VCC or Couch to the  effect  that any aspect of the  Business  fails to
comply in any respect with any law, rule, regulation, or ordinance.

         3.10  Insurance.  Attached  hereto  as  Schedule  3.10 is a list of all
policies of fire, liability, business interruption, and other forms of insurance
(including,  without  limitation,  professional  liability  insurance)  and  all
fidelity  bonds held by or  applicable to VCC or the Business at any time within
the past  three (3)  years,  which  schedule  sets forth in respect of each such
policy  the  policy  name,  policy  number,  carrier,  term,  type of  coverage,
deductible amount or self-insured  retention amount, limits of coverage,  annual
premium  and claims  asserted  thereunder  (regardless  of whether  resolved  or
whether  benefits  were  paid).  To the  knowledge  of VCC and  Couch,  no event
directly  relating to VCC or the Business  has  occurred  which will result in a
retroactive  upward  adjustment of premiums  under any such policies or which is
likely to result in any prospective  upward  adjustment in such premiums.  There
have been no material  changes in the type of insurance  coverage  maintained by
VCC or Couch  with  respect  to the  Business  during  the past three (3) years,
including without  limitation any change which has resulted in any period during
which  VCC or  the  Business  had no  insurance  coverage.  Excluding  insurance
policies which have expired and been replaced,  no insurance  policy relating to
the Business has been canceled within the last three (3) years and no threat has
been made to cancel any insurance  policy  relating to the Business  within such
period.

         3.11 Employee  Benefit  Matters.  Except as set forth on Schedule 3.11,
neither VCC nor Couch  maintains or  contributes or is required to contribute to
any "employee  welfare benefit plan" (as defined in section 3(1) of the Employee
Retirement  Income Security Act of 1974 (and any sections of the Code amended by
it) and all regulations  promulgated  thereunder,  as the same have from time to
time been amended  ("ERISA")) or any "employee pension benefit plan" (as defined
in ERISA). Neither VCC nor Couch presently maintains or has ever maintained,  or
had any  obligation  of any nature to  contribute  to, a "defined  benefit plan"
within the meaning of the Code.

         3.12 Contracts and  Agreements.  Attached  hereto as Schedule 3.12 is a
list of all written or oral contracts, commitments, leases, and other agreements
(including, without limitation, all promissory notes, loan agreements, and other
evidences  of  indebtedness,  mortgages,  deeds of trust,  security  agreements,
pledge agreements,  service  agreements,  and similar agreements and instruments
and all confidentiality agreements) relating to the Business and to which VCC or
Couch is a party  or by which  VCC or  Couch  or any of the  Assets  are  bound,
pursuant to which the  obligations  thereunder  of any party thereto are, or are
contemplated as being, in respect of any such individual contracts, commitments,
leases, or other agreements during any year during the term thereof,  $25,000 or
greater,  or which are  otherwise  material to the  Business  (collectively  the
"Contracts" and individually,  a "Contract").  Neither VCC nor Couch is, and, to
the best knowledge of VCC and Couch,  no other party thereto is, in default (and
no event has occurred  which,  with the passage of time or the giving of notice,
or both, would  constitute a default) under any Contract.  Neither VCC nor Couch
has waived any material  right under any Contract,  and no consents or approvals
(other than those  obtained in writing and  delivered to Prime prior to Closing)
are  required  under any Contract in  connection  with the  consummation  of the
transactions  contemplated  hereby.  Neither  VCC nor Couch has  guaranteed  any
obligation of any other person or entity insofar as it relates to the Business.

         3.13 Claims and Proceedings. Attached hereto as Schedule 3.13 is a list
and description of all claims, actions, suits,  proceedings,  and investigations
pending or, to the knowledge of VCC and Couch,  threatened against VCC or Couch,
at law or in equity, or before or by any court,  municipal or other governmental
department,  commission, board, agency, or instrumentality.  Except as set forth
on  Schedule  3.13  attached  hereto,  none  of  such  claims,  actions,  suits,
proceedings,  or  investigations  will result in any liability or loss to VCC or
the Business which  (individually or in the aggregate) is material,  and VCC and
Couch  have not  been,  and VCC and  Couch are not now,  subject  to any  order,
judgment,  decree,  stipulation,  or consent of any court, governmental body, or
agency.  No inquiry,  action,  or proceeding has been asserted,  instituted,  or
threatened  against VCC or Couch to restrain or prohibit the carrying out of the
transactions contemplated by this Agreement or to challenge the validity of such
transactions or any part thereof or seeking damages on account thereof.

         3.14 Taxes.  All federal,  foreign,  state,  county,  and local income,
gross receipts, excise, property,  franchise,  license, sales, use, withholding,
and other tax  (collectively,  "Taxes")  returns,  reports,  and declarations of
estimated tax  (collectively,  "Returns") which were required to be filed by VCC
(or Couch with  respect to the  Business) on or before the date hereof have been
filed within the time  (including any applicable  extensions)  and in the manner
provided  by law,  and all such  Returns  are true and  correct in all  material
respects  and  accurately  reflect  the Tax  liabilities  of VCC (or Couch  with
respect to the Business).  VCC has provided Prime with true and complete  copies
of all returns filed for and during the taxable years 1997,  1998 and 1999.  All
Taxes,  assessments,  penalties,  and interest which have become due pursuant to
such Returns have been paid or adequately  accrued in the Financial  Statements.
The  provisions  for Taxes  reflected  on the  balance  sheet  contained  in the
Financial  Statements  are  adequate  to cover all of VCC's  (and  Couch's  with
respect to the Business)  estimated Tax liabilities  for the respective  periods
then ended and all prior  periods.  As of the Closing Date,  VCC (and Couch with
respect  to the  Business)  will not owe any Taxes for any  period  prior to the
Closing which are not reflected on the  Financial  Statements,  except for Taxes
attributable  to the  operations of the Business  between the Balance Sheet Date
and the Closing Date. Neither VCC nor Couch has executed any presently effective
waiver or  extension  of any  statute of  limitations  against  assessments  and
collection  of Taxes.  There are no pending or threatened  claims,  assessments,
notices,  proposals  to  assess,  deficiencies,  or audits  (collectively,  "Tax
Actions")  against VCC or Couch with respect to any Taxes owed or allegedly owed
in respect of the  Business.  There are no tax liens on any of the assets of VCC
or the Assets.  Proper and accurate  amounts have been  withheld and remitted by
VCC and Couch  from and in respect of all  persons  from whom  either of them is
required by applicable  law to withhold for all periods in  compliance  with the
tax withholding  provisions of all applicable laws and regulations.  Neither VCC
nor Couch is a party to any tax sharing agreement.

         3.15 Personnel. Attached hereto as Schedule 3.15 is a list of names and
current annual rates of compensation of the officers, employees or agents of VCC
or the  Business  who are  necessary  for the  operation  of the Business or who
utilize (or are necessary for the utilization of) the Assets (collectively,  the
"Employees").  Except as set forth on Schedule 3.15, there are no bonus,  profit
sharing, percentage compensation, company automobile, club membership, and other
like  benefits,  if any, paid or payable by VCC or the Business to any Employees
that are not fully  and  specifically  reflected  in the  Financial  Statements.
Schedule 3.15 attached hereto also contains a brief  description of all material
terms of employment  agreements and confidentiality  agreements to which VCC (or
Couch with respect to the Business) is a party and all severance  benefits which
any director,  officer,  Employee or sales  representative of VCC (or Couch with
respect to the Business) is or may be entitled to receive.  VCC has delivered to
Prime  accurate  and  complete  copies  of  all  such   employment   agreements,
confidentiality   agreements,  and  all  other  agreements,   plans,  and  other
instruments.  There is no  pending  or  threatened  (i) labor  dispute  or union
organization campaign relating to the Business, (ii) claims against VCC or Couch
by any  employees  of VCC (or Couch  with  respect  to the  Business),  or (iii)
terminations, resignations or retirements of any employees of VCC (or Couch with
respect to the Business). None of the employees of VCC (or Couch with respect to
the Business) are  represented by any labor union or  organization.  There is no
unfair labor  practice claim against VCC (or Couch with respect to the Business)
before the National Labor  Relations  Board or any strike,  labor dispute,  work
slowdown,  or work stoppage  pending or threatened  against or involving VCC (or
Couch with respect to the Business).

         3.16  Business  Relations.  Neither  VCC nor  Couch  has any  reason to
believe and has not been  notified that any supplier or customer of the Business
will cease or refuse to do  business  with the  Business  in the same  manner as
previously  conducted  with the  Business  as a result of or within one (1) year
after the consummation of the transactions  contemplated  hereby,  to the extent
such  cessation or refusal might affect the Assets or the Business.  Neither VCC
nor  Couch  has  received  any  notice  of  any  disruption  (including  delayed
deliveries or allocations by suppliers) in the  availability of the materials or
products used in the Business.

         3.17  Agents.  VCC (and Couch with  respect  to the  Business)  has not
designated  or appointed any person  (other than VCC's  employees,  officers and
directors) or other entity to act for it or on its behalf  pursuant to any power
of attorney or any agency which is presently in effect.

         3.18  Indebtedness To and From Directors,  Officers,  Shareholders  and
Employees. No director,  officer,  shareholder,  employee or affiliate of VCC or
Couch has any indebtedness owed to it from VCC or Couch,  excluding indebtedness
for travel advances or similar  advances for expenses  incurred on behalf of and
in the  ordinary  course of the  Business  and  consistent  with past  practices
associated with the Business.  As of the Effective Time and the Closing Date all
amounts due VCC or Couch from any of their (as applicable) directors,  officers,
employees or affiliates (or any of their family  members) shall have been repaid
in full.

         3.19 Commission Sales  Contracts.  Except as disclosed in Schedule 3.19
attached hereto,  neither VCC nor Couch has an employment  relationship with any
individual,  corporation,  partnership,  or other entity related to the Business
whose  compensation  from VCC or Couch  is in whole or in part  determined  on a
commission basis.

         3.20 Certain  Consents.  Except as set forth on Schedule  3.20 attached
hereto,  there are no consents,  waivers,  or approvals  required to be executed
and/or  obtained  by  VCC  or  Couch  from  third  parties  (including,  without
limitation,  the spouse,  if any, of Couch) in  connection  with the  execution,
delivery,   and   performance  of  this  Agreement  or  any  other   Transaction
Documents").

         3.21  Brokers.  Neither  VCC nor  Couch  has  engaged,  or  caused  any
liability to be incurred to, any finder, broker, or sales agent (and neither has
paid,  nor will pay, any finders fee or similar fee or commission to any person)
in connection with the execution,  delivery, or performance of this Agreement or
the transactions contemplated hereby.

         3.22 Interest in Competitors,  Suppliers, and Customers.  Except as set
forth on Schedule  3.22  attached  hereto,  neither VCC nor any affiliate of VCC
(including,  without limitation,  Couch), and to the knowledge of VCC and Couch,
no  director,  officer,  employee or  affiliate  of VCC or any  affiliate of any
director,  officer,  employee or affiliate of VCC, has any ownership interest in
any  competitor,  customer or supplier of the Business (other than the ownership
of  securities of a publicly held entity of which it owns less than five percent
(5%)  of any  class  of  outstanding  securities)  or any  property  used in the
operation of the Business.

         3.23  Warranties.  Except as set forth on Schedule 3.23, there have not
been made any  warranties  or  guarantees  to third  parties with respect to any
products sold or services  rendered in connection  with the Business.  Except as
set forth on Schedule 3.23 attached  hereto,  no claims for breach of product or
service warranties have ever been made with respect to products sold or services
rendered in connection with the Business.

         3.25     Investment Representations.  Each of VCC and Couch:
                  --------------------------

                  (a) Is an  "accredited  investor,"  and  has not  retained  or
consulted with any "purchaser representative" (as such terms are defined in Rule
501 of Regulation D  promulgated  under the  Securities  Act of 1933, as amended
(the  "Securities  Act")) in connection with its execution of this Agreement and
the consummation of the transactions contemplated hereby;

     (b) Has such  knowledge and  experience  in financial and business  matters
that it is capable of evaluating the merits and risks of an investment in Newco;

                  (c) Will acquire any Newco  interests  for its own account for
investment  and not with the view toward  resale or  redistribution  in a manner
which would require  registration  under the Securities Act, the securities laws
of Missouri and Kansas,  as amended,  or the securities laws of any other state,
and it does not  presently  have any  reason  to  anticipate  any  change in its
circumstances or other particular occasion or event which would cause it to sell
its Newco  interests,  or any part  thereof or interest  therein,  and it has no
present  intention of dividing the Newco  interests  with others or reselling or
otherwise  disposing  of the Newco  interests  or any part  thereof or  interest
therein either currently or after the passage of a fixed or determinable  amount
of time or upon the occurrence or  nonoccurrence of any  predetermined  event or
circumstance;

                  (d) In connection  with entering into this  Agreement and each
of the other  Transaction  Documents  to which it is a party,  and in making the
investment decisions associated therewith, it has neither received nor relied on
any  representations  or warranties from Newco,  PMSI,  Prime, the affiliates of
PMSI or Prime, or the officers, directors,  shareholders,  employees,  partners,
members, agents, consultants,  personnel or similarly related parties of PMSI or
Prime,  other  than  those  representations  and  warranties  contained  in this
Agreement and the other Transaction Documents;

                  (e) Is able to bear the economic  risk of an investment in the
Newco  interests and it has sufficient net worth to sustain a loss of its entire
investment without material economic hardship if such a loss should occur; and

                  (f)  Acknowledges  that  the  Newco  interests  have  not been
registered under the Securities Act, or the securities laws of any of the states
of the United States,  that an investment in the Newco interests involves a high
degree of risk, and that the Newco interests are an illiquid investment.

                                   ARTICLE IV

                                    Covenants

         4.1 Use of Name. Except to the extent allowed under the limited license
contained in the Facility Use Agreement, each of KCL, VCC and Couch agrees that,
following  the Closing  Date,  it will cease using the name  "Vision  Correction
Centers of Kansas City,  P.C.,"  "Kansas City Laser Vision  Correction  Centers,
L.L.C." or any words or phrases which are deceptively similar to such names.

         4.2 Cooperation Relating to Financial Statements.  Each of KCL, VCC and
Couch agrees to cooperate with Prime, at Prime's expense,  in the preparation of
any  financial  statements  of KCL or VCC which Prime or its  affiliates  may be
required by any applicable law to prepare.

         4.3      Action by Owners; Restrictions on Transfer.

                  (a) Action by Owner. Couch agrees to vote any interest he owns
in KCL or  VCC,  and to take  such  other  actions  as may be  necessary  in his
capacity as the sole director and sole  shareholder  of VCC and the sole manager
and sole  member of KCL, to  authorize  and direct KCL and VCC to perform all of
their respective  obligations under this Agreement and under the  Organizational
Documents and other Transaction Documents to which either of them is a party.

                  (b) VCC  Restrictions  on  Transfer.  Except  as  provided  in
subsection (d) of this Section,  VCC and Couch each agree that,  until such time
as neither  of them owns any direct or  indirect  ownership  interest  in Newco,
neither of them will,  without  obtaining  the prior  written  consent of Prime,
which  consent may be  withheld in Prime's  sole and  absolute  discretion,  (i)
authorize  the  issuance  of any  additional  capital  stock or other  ownership
interest in VCC or (ii) transfer,  assign,  pledge,  hypothecate,  or in any way
alienate any capital stock of VCC, or any interest therein,  whether voluntarily
or by  operation  of law, or by gift or  otherwise,  without  the prior  written
consent of Prime.  Any purported  transfer in violation of this Section shall be
void ab initio  without  any  action by any  party,  and  shall not  operate  to
transfer any interest or title to the purported transferee.

                  (c) KCL  Restrictions  on  Transfer.  Except  as  provided  in
subsection (d) of this Section,  KCL and Couch each agree that,  until such time
as Couch and all entities  controlled by Couch do not own any direct or indirect
ownership interest in Newco, neither of KCL or Couch will, without obtaining the
prior  written  consent of Prime,  which consent may be withheld in Prime's sole
and absolute discretion,  take any of the following actions if such action could
result in a non-licensed  physician  owning any interest in KCL, or Couch owning
less than 51% of all of the voting  stock or other  ownership  interests in KCL:
(i)  authorize  the issuance of any  additional  membership  or other  ownership
interest in KCL or (ii) transfer,  assign,  pledge,  hypothecate,  or in any way
alienate  any  membership  interest of KCL,  or any  interest  therein,  whether
voluntarily  or by  operation  of law,  or by gift or  otherwise.  KCL and Couch
further  agree that only  licensed  physicians  will be  permitted to acquire an
interest in KCL  (unless  prohibited  by the  foregoing  sentence  or  otherwise
allowed pursuant to subsection (d) of this Section).  Any purported  transfer in
violation  of this  Section  shall be void ab initio  without  any action by any
party,  and shall not operate to transfer any interest or title to the purported
transferee.

                  Furthermore,  KCL and Couch  agree  that  prior to  selling or
transferring  any  interest in KCL to any licensed  physician  in a  transaction
allowed  under this  Section,  KCL and Couch will require as a condition to such
sale or transfer that the licensed physician sign an agreement naming Newco as a
beneficiary and containing restrictive covenants  substantially similar to those
contained in Article VIII of this Agreement (excluding the provisions of Section
8.2(b),  Section  8.2(c)  and the last  paragraph  of  Section  8.3);  provided,
however,  that the  exclusivity  and  non-compete  terms of such agreement shall
terminate one year after such  licensed  physician no longer owns an interest in
KCL and no longer uses Newco's  premises and equipment.  Despite Couch's limited
ability to transfer  ownership  interests in KCL to other  licensed  physicians,
Couch hereby  represents  and warrants to Prime as of the Effective Time and the
Closing Date that Couch is not  currently  committed  to, and does not currently
have,  any intention to transfer any ownership  interests in KCL.  Couch further
represents  and warrants to Prime as of the Effective  Time and the Closing Date
that he currently  intends to devote all his business time and attention  toward
personally  performing  for the  foreseeable  future not less than the volume of
procedures  that he was  performing  immediately  prior  to the  Closing.  Prime
acknowledges that KCL is entitled to hire physicians,  subject to the conditions
above relating to transfers of ownership interests in KCL. Furthermore, licensed
physicians employed by KCL will also, subject to Couch's approval, be allowed to
perform  procedures  using  Newco's  premises  and  facilities  pursuant  to the
Facility Use Agreement. Couch and KCL acknowledge and agree that Newco shall not
be responsible  for paying any salaries,  benefits,  professional  fees or other
remuneration to any physician employee of KCL or VCC.

                  (d) Notwithstanding the foregoing or any contrary provision of
this  Agreement,  after the expiration of ten years  following the Closing Date,
Couch is  entitled to  transfer  his  interest in VCC or in KCL to any person or
entity upon obtaining  Prime's  consent,  which consent  cannot be  unreasonably
withheld.

                  (e) Each of KCL, VCC and Couch  covenant that all evidences of
ownership in KCL or VCC, including,  without limitation, all stock certificates,
shall bear the following legend:

              "THE  INTERESTS  REPRESENTED  HEREBY  AND  THE  SALE,  ASSIGNMENT,
              TRANSFER,  PLEDGE OR OTHER  DISPOSITION  THEREOF  ARE  SUBJECT  TO
              CERTAIN RESTRICTIONS  CONTAINED IN A CONTRIBUTION  AGREEMENT AMONG
              THE  COMPANY  AND THE  WITHIN  NAMED  PARTIES,  AND ANY  AMENDMENT
              THERETO.  A COPY OF THE CONTRIBUTION  AGREEMENT AND ALL APPLICABLE
              AMENDMENTS  THERETO WILL BE FURNISHED BY THE COMPANY TO THE HOLDER
              HEREOF WITHOUT  CHARGE UPON WRITTEN  REQUEST TO THE COMPANY AT ITS
              PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE."

         4.4 Public  Statements and Press Releases.  The parties hereto covenant
and agree that, except as provided for hereinbelow, each will not from and after
the date hereof make, issue or release any public  announcement,  press release,
statement or  acknowledgment  of the existence of, or reveal publicly the terms,
conditions  and status of, the  transactions  provided  for herein,  without the
prior written  consent of the other parties hereto as to the content and time of
release of and the media in which such statements or announcement is to be made,
provided, however, that the following shall not be a breach of this Section: (a)
filings and disclosures required by the Securities and Exchange Commission,  and
(b) announcements, statements, acknowledgments or revelations which either party
is  required  by law to make,  issue or release as long as such party shall have
given, to the extent  reasonably  possible,  not less than two (2) calendar days
prior  notice to the other  parties  hereto,  and shall have  attempted,  to the
extent   reasonably   possible,   to   clear   such   announcement,   statement,
acknowledgment  or revelation with the other parties  hereto.  Each party hereto
agrees that it will not unreasonably withhold any such consent or clearance. The
provisions   of  this   Section   shall  not  limit  or  restrict   any  party's
communications  with its personal  consultants or advisors,  including,  without
limitation, its attorneys, accountants and financial advisors.

         4.5  Guaranty of PMSI.  PMSI  hereby  unconditionally  and  irrevocably
guarantees  each of the payment and  performance  obligations of Prime hereunder
and under each of the  Transaction  Documents.  Without  limiting the foregoing,
PMSI agrees that if Prime shall default in any  obligation to pay to KCL, VCC or
Couch  any  amount  then due and  payable  by Prime to KCL,  VCC or Couch  under
Article I, Article VI or Article VII hereunder,  PMSI shall immediately pay such
amount to KCL, VCC or Couch. PMSI hereby agrees not to require KCL, VCC or Couch
to  proceed  against  Prime or any other  person or to pursue  any other  remedy
before proceeding against PMSI under this guaranty.

         4.6 Contingent Consideration.  In further consideration of the purchase
of sixty-five percent (65%) of the Assets and the Assets Related Business, Prime
agrees to the  following  provisions  related  to the  payment to VCC of certain
additional  consideration if the requirements of this Section are satisfied, and
only in accordance with the provisions  below.  Any amounts payable  pursuant to
this Section are hereinafter  referred to as "Contingent  Consideration" and are
provided in addition to payment of the Cash Purchase  Price  pursuant to Section
1.1. No payment of any portion of the Cash Purchase  Price shall reduce  amounts
payable under this Section.

                  (a)  Within  sixty  days  of each of the  first  three  annual
anniversaries  of the Closing Date (each,  a  "Calculation  Date"),  Newco shall
calculate  the  Actual Net Income  (as  hereinafter  defined)  for Newco for the
twelve  consecutive  calendar months ending on the respective  Calculation  Date
(each such twelve  month  period is  hereinafter  referred to as a  "Calculation
Period).  As used herein,  "Actual Net Income" for any Calculation  Period shall
mean the net income for Newco during that Calculation  Period,  calculated using
the same  methodology  and principles  reflected in the calculation of "Base Net
Income" shown on Schedule 4.6 attached hereto. The parties acknowledge and agree
that the  manner  of  calculation  set forth on  Schedule  4.6  attached  hereto
reflects  the agreed  upon means of  calculating  the Base Net Income  reflected
therein,  as well as the Actual Net Income for any Calculation  Period (subject,
however, to exclusions/additions described below in subsection (d)). Within each
such sixty day period, Prime shall deliver to Couch, via certified or registered
U.S. Mail, a statement (the "Calculation  Statement") showing calculation of the
Actual Net Income for the respective  Calculation  Period and the basis on which
it was  calculated  in  reasonable  detail.  If Couch  shall  fail to  receive a
Calculation  Statement within such sixty-day  period,  then Couch shall promptly
notify Prime in writing that the  Calculation  Statement has not been  received,
and Prime  shall have an  additional  five days  following  its  receipt of such
notice from Couch,  within  which Prime may deliver the  respective  Calculation
Statement  without  having been in default under this  subsection  (a). If Prime
fails to deliver the respective  Calculation  Statement  within such  additional
five-day  period,  and payment of the Contingent  Consideration  would have been
otherwise required for the respective  Calculation  Period,  Prime agrees to pay
interest  at  PMSI's  overnight  funds  investment  rate  on the  amount  of the
Contingent  Consideration,  charged from the first day  following  such addition
five-day period until the day on which the respective  Calculation  Statement is
delivered.

                  Couch  shall  have  thirty  days  following  his  receipt of a
Calculation  Statement  during  which  Newco and Prime agree to provide to Couch
reasonable  access to Newco's books and records.  If Couch shall fail to deliver
an Objection Notice (as hereinafter defined) within such thirty-day period, then
such failure shall constitute Couch's  acceptance of the respective  Calculation
Statement,  which shall thereupon  become  conclusive and binding on all parties
hereto,  and shall not be subject to further review,  challenge,  or adjustment.
During such  thirty-day  period,  Couch may deliver to Prime,  via  certified or
registered   U.S.  Mail,  a  written  notice  of  objection  to  the  respective
Calculation Statement (an "Objection Notice"),  which Objection Notice shall set
forth in reasonable detail Couch's  calculation of the Contingent  Consideration
calculated therein,  and Couch's basis for objection,  in which case the parties
shall meet and in good faith attempt to resolve any  disagreement  within thirty
(30) days after  Prime's  receipt of the  Objection  Notice.  If the parties are
unable to resolve such  disagreement  within such time period,  the disagreement
shall be referred to a "Big Five"  accounting firm selected by mutual  agreement
of Couch and Prime,  or if the parties  cannot agree on such  selection,  then a
"Big Five"  accounting firm selected by lot,  excluding those that have provided
services  to  Couch  or Prime  within  the  preceding  twenty-four  months  (the
"Settlement  Accountants").  The Settlement Accountants shall be directed to use
their best efforts to reach a determination of the correct Actual Net Income for
the respective  Calculation  Period within  forty-five days after such referral,
and their  determination  shall be final and binding on the parties hereto,  and
shall not be subject to further review,  challenge or adjustment.  The costs and
expenses of the services of the Settlement Accountants (the "Audit Costs") shall
be allocated to and borne by Prime if the  Contingent  Consideration  is payable
based on the Actual Net Income  calculation  of the Settlement  Accountants,  or
Couch if the  Contingent  Consideration  is not payable  based on the Actual Net
Income calculation of the Settlement Accountants.

                  (b) If the  Actual  Net  Income  for  any  Calculation  Period
finally  determined  pursuant to subsection  (a) is equal to or greater than the
corresponding  "Target  Amount" set forth below,  Prime shall in each  instance,
within five business days of the final  determination of that Actual Net Income,
pay in cash to VCC the amount of $200,000:

           Calculation Period                             Target Amount

            9/1/00 to 8/31/01                        115% of Base Net Income
            9/1/01 to 8/31/02                        132% of Base Net Income
            9/1/02 to 8/31/03                        152% of Base Net Income

                  If Prime fails to timely pay any amount required to be paid by
Prime pursuant to this  subsection (b), then Prime agrees to pay interest at the
rate of 10% per annum on the amount required to have been paid, charged from the
last date on which such  payment  could have been  timely made until the date on
which such payment is actually paid.

                  (c) The  parties  agree  that each  calculation  of Actual Net
Income and related  payment of Contingent  Consideration  (if required) shall be
made independent of other  calculations of Actual Net Income.  For example,  and
solely for purposes of illustration, if the finally determined Actual Net Income
for the Calculation  Period  beginning on September 1, 2001 and ending on August
31, 2002 amounted to 120% of Base Net Income,  and the finally determined Actual
Net Income for the Calculation  Period beginning on September 1, 2002 and ending
on August 31,  2003  amounted  to 160% of Base Net  Income,  Prime  would not be
obligated  to pay any amount in respect of the  Calculation  Period ended August
31,  2002,  but would be  obligated  to pay  $200,000  to VCC in  respect of the
Calculation  Period ended August 31,  2003.  The parties  agree that Prime shall
never be obligated to pay more than $600,000 pursuant to this Section (excluding
interest, if any, pursuant to subsection (a) related to the untimely delivery of
a Calculation Statement).

                  (d) The parties agree that,  notwithstanding  any provision of
this  Agreement to the  contrary,  the  revenues,  income,  costs,  and expenses
(including,  without  limitation,  startup  and  transaction  costs,  legal  and
accounting  costs and fees, and applicable  financing  costs)  resulting from or
attributable  to the  acquisition,  development  and/or  operation  of  any  new
locations by Newco or Newco's  subsidiaries shall be included in the calculation
of the Actual Net Income for each Calculation Period pursuant to subsection (a).
The  provisions  of this  subsection  (d) shall not be  construed to require any
party, including Newco, to develop or acquire any new location.

         4.7 Key-Man Life Insurance. The parties agree that Newco shall maintain
a key-man life  insurance  policy and a disability  policy (the  "Policies")  on
Couch, each naming Newco as the exclusive  beneficiary  thereunder and each in a
policy  amount  equal  to  or  exceeding  $7,700,000.  Such  Policies  shall  be
maintained by Newco until Couch no longer materially  participates in the Assets
Related Business as reasonably determined by the Managers.

         4.8 Working Capital Line. Couch hereby agrees to loan amounts to Newco,
from time to time,  during the first four (4) months  immediately  following the
Closing Date, not to exceed $200,000 in the aggregate, upon request by Prime, to
cover any actual  deficit  in working  capital  that Newco may  experience.  The
parties agree that amounts  borrowed will not accrue interest but must be repaid
by Newco prior to Newco's distribution of any of its earnings to Prime.

         4.9 Reimbursement of Development Costs. Prime agrees to reimburse Couch
for up to  $30,900  for  amounts  paid by  Couch  to the  following  vendors  in
connection with the planning and initial  development of a second location:  (a)
Eye Designs, (b) WRS Architects,  Inc., and (c) Universal  Construction Company,
Inc./Saladino  Mechanical Company. Prime agrees that such reimbursements must be
paid in cash on or before five days following the Closing.  Prime, Couch and VCC
agree to cooperate to seek the return of equipment  deposits  paid to Topcon and
Visx in the  aggregate  amount of $34,780,  but if return of the deposits is not
possible,  then Prime  agrees to reimburse  VCC or Couch for the $34,780  within
five days of the date on which it becomes  clear that the  deposits  will not be
returned. Couch and VCC agree to promptly pay to Prime any refunds received with
respect to amounts  reimbursed  pursuant to this Section.  Couch and VCC further
agree that, upon receiving reimbursements from Prime, Prime shall be exclusively
entitled  to seek the  return of and/or  direct  the  application  or use of any
credits,  deposits  or refunds  related to amounts  reimbursed  pursuant to this
Section,  and Couch and VCC agree to execute  any  assignment  or take any other
action reasonably necessary to accomplish or enable the foregoing.

         4.10 Tag Along Rights.  In the event Prime elects to transfer after the
Closing  Date all or any  portion  of its  membership  interest  in Newco to any
transferee not affiliated with Prime,  Prime will provide VCC with 30 days prior
written notice setting forth the terms and conditions of the proposed  transfer.
VCC shall have 10 days following its receipt of such notice within which VCC may
elect in writing to include,  as a  condition  to Prime's  transfer,  all or any
portion  of its  interest  in  the  proposed  transfer  on the  same  terms  and
conditions;  provided  that if  Prime  is  transferring  only a  portion  of its
interest,  VCC shall  only be  entitled  to  include  in the  transfer  the same
proportion  of its  interest.  VCC shall not be entitled to delay the closing of
any proposed transfer by Prime, and VCC shall forfeit all rights with respect to
a  proposed  transfer  in the event of such a delay.  VCC's  rights  under  this
Section are specific to transfers  by Prime or any  transferee  of Prime that is
affiliated  with Prime,  but shall not apply to transfers by any  transferee not
affiliated  with  Prime,  even if such  transferee  assumes  Prime's  rights and
obligations under this Agreement.

         4.11 Covenant to Obtain Consents.  Each of KCL, VCC and Couch covenants
and agrees to  exercise  good  faith,  diligent  efforts  to obtain  each of the
consents listed on Schedule 3.20 within thirty days following the Closing Date.

                                    ARTICLE V

                              Conditions to Closing

         5.1 Prime's Conditions to Closing. Prime's obligation to consummate the
transactions  contemplated  in this  Agreement  is subject to the  satisfaction,
prior to or at the Closing, of each of the following conditions, any one or more
of which may be waived by Prime in writing. Upon failure of any of the following
conditions, Prime may terminate this Agreement:

                  (a)  each of KCL,  VCC  and  Couch  shall  have  executed  and
delivered each of the Transaction  Documents to which it is a party  (including,
without  limitation,  the Limited  Liability Company Agreement of Newco attached
hereto as Exhibit B), and shall have  performed or complied in all respects with
its agreements and covenants required by this Agreement or any other Transaction
Document  to have  been  performed  or  complied  with by it  prior to or at the
Closing;

                  (b) since the Effective Time,  except as set forth on Schedule
3.4  hereto,  there  shall  not have  been any  material  adverse  change in the
condition   (financial  or  otherwise)  of  VCC,  the  Assets  or  the  Business
(including,  without  limitation,  any material  change in the amount of working
capital  reasonably  necessary to operate the Assets Related Business during any
one-month period);

                  (c) each of the  representations and warranties made by VCC or
Couch in this Agreement or any other Transaction Document shall be true, correct
and not misleading in any material respect; and

                  (d) each of KCL, VCC and Couch shall have  delivered such good
standing   certificates,   officer  certificates,   and  similar  documents  and
certificates as counsel for Prime may have reasonably requested.

         5.2 Couch's and VCC's Conditions to Closing. Each of Couch's, KCL's and
VCC's obligation to consummate the  transactions  contemplated in this Agreement
is  subject  to the  satisfaction,  prior to or at the  Closing,  of each of the
following  conditions,  any one or more of which may be  waived by KCL,  VCC and
Couch in writing. Upon failure of any of the following conditions,  KCL, VCC and
Couch may terminate this Agreement:

                  (a)  Prime  shall  have  executed  and  delivered  each of the
Transaction Documents to which it is a party (including, without limitation, the
Limited  Liability Company Agreement of Newco attached hereto as Exhibit B), and
shall have  performed  or  complied  in all  respects  with its  agreements  and
covenants  required by this Agreement or any other Transaction  Document to have
been performed or complied with by it prior to or at the Closing;

     (b)  each of the  representations  and  warranties  made by  Prime  in this
Agreement  or any other  Transaction  Document  shall be true,  correct  and not
misleading in any material respect; and

                  (c)  Prime   shall   have   delivered   such   good   standing
certificates,  officer  certificates,  and similar documents and certificates as
counsel for VCC and Couch may have reasonably requested.

                                   ARTICLE VI

                            Indemnification of Prime

         6.1  Indemnification  of Prime.  Each of KCL,  VCC and Couch  agrees to
indemnify  and hold  harmless  Prime,  each parent  company,  subsidiary  and/or
affiliate  of Prime  (including,  without  limitation,  Newco)  and each  parent
company, subsidiary,  affiliate,  shareholder, member, partner (or other owner),
officer,  director,  manager,  agent,  employee and representative of any of the
foregoing  (collectively,  the "Prime Indemnified Parties") from and against any
and  all  damages,  losses,  claims,   liabilities,   demands,  charges,  suits,
penalties,  costs,  and expenses  (including court costs and attorneys' fees and
expenses   incurred  in  investigating  and  preparing  for  any  litigation  or
proceeding) (collectively,  "Indemnified Costs"), including, without limitation,
Indemnified  Costs arising in connection  with the  commencement or assertion of
any  action,  proceeding,  demand,  or claim by a third party  (collectively,  a
"Third-Party  Action"),  which any of the Prime Indemnified Parties may sustain,
arising  out of or related to (a) any breach or default by KCL,  VCC or Couch of
any of the  representations,  warranties,  covenants or agreements  contained in
this Agreement or any Transaction  Document,  (b) any claim, debt, obligation or
liability  of KCL, VCC or Couch  (excluding  the Assumed  Liabilities),  (c) any
actual or alleged actions or omissions by VCC, Couch, or any of VCC's directors,
officers, shareholders, agents, employees, representatives,  subsidiaries and/or
affiliates  occurring  prior to the Closing  Date  (regardless  of whether  such
Indemnified  Costs are  asserted at any time before or after the Closing  Date),
and (d) any  actual  or  alleged  actions  or  omissions  by KCL,  VCC or  Couch
occurring  after the  Closing  that  either were not made by VCC or Couch in its
capacity as a director, officer or shareholder of Newco (as applicable),  or, if
made by VCC or Couch in such a capacity,  constituted  a breach of any fiduciary
or other  duty  owed by VCC or Couch  under  applicable  law or any  Transaction
Document.

                  For purposes of this  Section,  any decrease in the value of a
Prime Indemnified  Party's ownership  interest (if any) in Newco, as a result of
the acts,  omissions  or  circumstances  described in clauses (a) through (d) of
this Section,  shall be deemed an Indemnified  Cost, and such Prime  Indemnified
Party shall be entitled to indemnification  hereunder in an amount equal to such
decrease in value; provided further that,  notwithstanding any provision of this
Agreement or any other Transaction Document to the contrary, none of KCL, VCC or
Couch may, and each hereby agrees not to, seek contribution,  indemnification or
reimbursement  from Newco for any amount  KCL,  VCC or Couch is  required to pay
pursuant to this Article, regardless of whether KCL, VCC or Couch is entitled to
contribution,  indemnification or reimbursement under any Transaction  Document,
the organizational documents of Newco or applicable law.

                  The parties agree that indemnification may not be sought under
this ARTICLE or ARTICLE VII on the basis that the structure of the  transactions
contemplated  by this Agreement  violate any federal,  state,  county,  or local
laws, rules,  regulations or ordinances  regulating or legislating the provision
of healthcare or the practice of medicine.  The parties also agree that recourse
under this ARTICLE or ARTICLE VII shall not be the sole  recourse of the parties
against one  another for a breach of the  provisions  of this  Agreement  or any
other Transaction Document.

         6.2 Defense of Third-Party Claims. A Prime Indemnified Party shall give
prompt written notice to Couch,  of the  commencement  or assertion of any Third
Party  Action in  respect  of which  such  Prime  Indemnified  Party  shall seek
indemnification hereunder. Any failure to so notify Couch shall not relieve KCL,
VCC or Couch from any  liability  that they may have to such  Prime  Indemnified
Party  under this  Article  except to the extent  that the  failure to give such
notice materially and adversely  prejudices Couch. Couch shall have the right to
assume  control  of the  defense  of,  settle,  or  otherwise  dispose  of  such
Third-Party  Action on such terms as it deems  appropriate;  provided,  however,
that:

     (a) The Prime Indemnified Party shall be entitled,  at his, her, or its own
expense, to participate in the defense of such Third-Party Action;

                  (b) Couch shall obtain the prior written approval of the Prime
Indemnified  Party,  which approval shall not be unreasonably  withheld,  before
entering into or making any settlement, compromise, admission, or acknowledgment
of the validity of such  Third-Party  Action or any liability in respect thereof
if, pursuant to or as a result of such  settlement,  compromise,  admission,  or
acknowledgment,  injunctive or other  equitable  relief would be imposed against
the Prime Indemnified Party;

                  (c) Couch  shall not  consent to the entry of any  judgment or
enter into any settlement that does not include as an unconditional term thereof
the  execution  and delivery of a release from all  liability in respect of such
Third-Party Action by each claimant or plaintiff to, and in favor of, each Prime
Indemnified Party;

                  (d) Couch  shall not be  entitled  to  control  (but  shall be
entitled to  participate  at its own expense in the defense  of),  and the Prime
Indemnified  Party shall be entitled to have sole control  over,  the defense or
settlement,  compromise,  admission, or acknowledgment of any Third-Party Action
as to which Couch fails to assume the defense within thirty (30) days; provided,
however, that the Prime Indemnified Party shall make no settlement,  compromise,
admission,  or acknowledgment  which would give rise to liability on the part of
Couch, without the prior written consent of Couch;

                  (e) Couch shall make  payments  of all amounts  required to be
made pursuant to the foregoing  provisions of this Article to or for the account
of the Prime  Indemnified Party from time to time promptly upon receipt of bills
or invoices  relating  thereto or when otherwise due and payable,  provided that
the Prime  Indemnified  Party has agreed in writing to  reimburse  Couch for the
full  amount of such  payments  if the  Prime  Indemnified  Party is  ultimately
determined not to be entitled to such indemnification; and

                  (f) The parties hereto shall extend reasonable  cooperation in
connection with the defense of any  Third-Party  Action pursuant to this Article
and, in  connection  therewith,  shall furnish such  records,  information,  and
testimony and attend such conferences,  discovery proceedings, hearings, trials,
and appeals as may be reasonably requested.

                                   ARTICLE VII

                      Indemnification of KCL, VCC and Couch

         7.1  Indemnification  of KCL, VCC and Couch.  Prime agrees to indemnify
and hold  harmless KCL,  VCC,  Couch,  each parent  company,  subsidiary  and/or
affiliate of KCL, VCC  (including,  without  limitation,  Newco) and each parent
company, subsidiary,  affiliate,  shareholder, member, partner (or other owner),
officer,  director,  manager,  agent,  employee and representative of any of the
foregoing (collectively,  the "Couch Indemnified Parties"), from and against any
and all Indemnified  Costs,  including,  without  limitation,  Indemnified Costs
arising in  connection  with the  commencement  or  assertion of any Third Party
Action,  which any of the Couch Indemnified Parties may sustain,  arising out of
any  breach  or  default  by  Prime of any of the  representations,  warranties,
covenants or agreements contained in this Agreement or any Transaction Document.

                  The parties agree that indemnification may not be sought under
this ARTICLE or ARTICLE VI on the basis that the  structure of the  transactions
contemplated  by this Agreement  violate any federal,  state,  county,  or local
laws, rules,  regulations or ordinances  regulating or legislating the provision
of healthcare or the practice of medicine.  The parties also agree that recourse
under this ARTICLE and ARTICLE VI shall not be the sole  recourse of the parties
against one  another for a breach of the  provisions  of this  Agreement  or any
other Transaction Document.

         7.2 Defense of Third-Party Claims. A Couch Indemnified Party shall give
prompt  written  notice  to  Prime  of  the  commencement  or  assertion  of any
Third-Party  Action in respect of which such Couch  Indemnified Party shall seek
indemnification  hereunder.  Any  failure so to notify  Prime  shall not relieve
Prime from any liability that it may have to such Couch  Indemnified Party under
this  Article  except  to the  extent  that  the  failure  to give  such  notice
materially and adversely  prejudices Prime. Prime shall have the right to assume
control of the defense of,  settle,  or  otherwise  dispose of such  Third-Party
Action on such terms as it deems appropriate; provided, however, that:

     (a) The  Couch  Indemnified  Party  shall  be  entitled,  at his or its own
expense, to participate in the defense of such Third-Party Action;

                  (b) Prime shall obtain the prior written approval of the Couch
Indemnified  Party,  which approval shall not be unreasonably  withheld,  before
entering into or making any settlement, compromise, admission, or acknowledgment
of the validity of such  Third-Party  Action or any liability in respect thereof
if, pursuant to or as a result of such  settlement,  compromise,  admission,  or
acknowledgment,  injunctive or other  equitable  relief would be imposed against
the Couch Indemnified Party;

                  (c) Prime  shall not  consent to the entry of any  judgment or
enter into any settlement that does not include as an unconditional term thereof
the  execution  and delivery of a release from all  liability in respect of such
Third-Party Action by each claimant or plaintiff to, and in favor of, each Couch
Indemnified Party; and

                  (d) Prime  shall not be  entitled  to  control  (but  shall be
entitled to  participate  at its own expense in the defense  of),  and the Couch
Indemnified  Party shall be entitled to have sole control  over,  the defense or
settlement,  compromise,  admission, or acknowledgment of any Third-Party Action
as to which Prime fails to assume the defense within thirty (30) days; provided,
however, that the Couch Indemnified Party shall make no settlement,  compromise,
admission,  or acknowledgment  which would give rise to liability on the part of
Prime without the prior written consent of Prime.

                  (e) Prime shall make  payments  of all amounts  required to be
made pursuant to the foregoing  provisions of this Article to or for the account
of the Couch  Indemnified Party from time to time promptly upon receipt of bills
or invoices  relating  thereto or when otherwise due and payable,  provided that
the Couch  Indemnified  Party has agreed in writing to  reimburse  Prime for the
full  amount of such  payments  if the  Couch  Indemnified  Party is  ultimately
determined not to be entitled to such indemnification.

                  (f) The parties hereto shall extend reasonable  cooperation in
connection with the defense of any  Third-Party  Action pursuant to this Article
and, in  connection  therewith,  shall furnish such  records,  information,  and
testimony and attend such conferences,  discovery proceedings, hearings, trials,
and appeals as may be reasonably requested.

                                  ARTICLE VIII

                                            Restrictive Covenants

         8.1 Confidentiality  Agreement.  Each of KCL, VCC and Couch agrees that
it has been and may  continue  to be,  through its  relationship  with Prime and
Newco,  exposed to confidential  information and trade secrets pertaining to, or
arising  from,  the business of Prime  and/or each of Prime's  present or future
affiliates (which includes, without limitation,  Prime, PMSI and each present or
future  affiliate  or  subsidiary  of  PMSI)   (individually  and  collectively,
"Discloser"),  that such  information  and trade secrets are unique and valuable
and that Discloser would suffer  irreparable injury if this information or trade
secrets were divulged to those in competition with Discloser. Therefore, each of
KCL, VCC and Couch agrees to keep in strict secrecy and confidence,  both during
and after the period during which Prime owns any interest in Newco,  any and all
information  concerning  Discloser which it acquires,  or to which it has access
through its relationship with Discloser, that has not been publicly disclosed by
Discloser  or  that  is not a  matter  of  common  knowledge  among  Discloser's
competitors   (collectively,   "Proprietary   Information").   The   Proprietary
Information  covered by this Agreement  shall include,  but shall not be limited
to,  information  relating to any  inventions,  processes,  software,  formulae,
plans,  devices,  compilations  of information,  technical data,  mailing lists,
management  strategies,  business distribution  methods,  names of suppliers (of
both  goods  and  services)  and  customers,  names of  employees  and  terms of
employment,  arrangements entered into with suppliers and customers,  including,
but not limited to, proposed  expansion plans of Discloser,  marketing and other
business and pricing strategies, and trade secrets of Discloser. Notwithstanding
the foregoing,  "Proprietary Information" shall exclude confidential information
and trade secrets pertaining solely to or arising solely from the conduct of the
Business prior to the Closing Date.

         Except with prior written  approval of Discloser,  each of KCL, VCC and
Couch  agrees  that it will  not:  (i)  directly  or  indirectly,  disclose  any
Proprietary  Information to any person except authorized  personnel of Discloser
or (ii) use Proprietary Information in any way, except as expressly contemplated
otherwise in the Transaction  Documents.  Within  forty-eight  (48) hours of the
time at which Couch and all entities  controlled by Couch no longer  directly or
indirectly  own any voting  equity  interests  in Newco,  whether  the result of
voluntary or involuntary disposition, each of KCL, VCC and Couch will deliver to
Prime  (without  retaining  copies  thereof)  all  documents,  records  or other
memorializations  including  copies  of  documents  and any  notes  which it has
prepared,   that  contain  Proprietary  Information  or  relate  to  Discloser's
business,  all other  tangible  Proprietary  Information  in its  possession  or
control,  and  all of  Discloser's  credit  cards,  keys,  equipment,  vehicles,
supplies and other materials that are in possession or under its control.

         The  provisions of this Section shall not limit or restrict any party's
communications  with its personal  consultants or advisors,  including,  without
limitation, its attorneys, accountants and financial advisors.

         8.2      Exclusive Use.

                  (a) Couch hereby  agrees that,  during the period of time (the
"Restricted  Period")  beginning  on the Closing Date and ending on the later of
(i) the ten-year  anniversary  of the Closing Date or (ii) the expiration of two
years  following  the first time at which Couch and all entities  controlled  by
Couch no longer  own any  direct or  indirect  interest  in  Newco;  Couch  will
perform,  and will  direct all other  full-time,  medically  trained or licensed
medical  professionals  under his or KCL's direction or control to perform,  all
services  related to  Refractive  Surgery only at the premises of, and using the
equipment of, Newco.

                  (b) Couch also  agrees  that,  except as  expressly  otherwise
provided  below  in  this  subsection  (b),  for a  period  of  ten  (10)  years
immediately  following  the  Effective  Time,  Couch shall  devote  Couch's full
business time and attention (in amounts generally  consistent with the practices
of Couch prior to the Closing  Date) to rendering  professional  ophthalmic  and
medical  services  within the  following  area  (collectively,  the  "Restricted
Area"):  within the Missouri  counties of Clay,  Jackson,  Cass and Platte,  the
Kansas counties of Wyandotte,  Leavenworth  and Johnson,  or within a forty mile
radius of any other location  developed or established by Newco on or before the
end of the Restricted Period (as hereinafter defined);  provided,  however, that
Couch may  decrease  the  amount  of  business  time and  attention  devoted  to
rendering  professional  ophthalmic and medical  services  within the Restricted
Area to the extent  such  decrease  does not  materially  decrease  the  average
monthly volume of Refractive  Surgery procedures done using Newco's premises and
equipment  below the average  monthly  volume that existed during the six months
immediately preceding the Closing Date.

                  (c) Notwithstanding the provisions of this Section,  the death
or  Disability  of Couch  shall not be the basis of any breach or default of the
provisions of this Section, but in the case of Disability,  performance shall be
excused only for so long as the Disability  exists.  As used in this  Agreement,
Disability  shall  mean  Couch's  having a mental or  physical  incapacity  that
reasonably  prevents Couch's resumption of the normal performance of his medical
practice.

         8.3  Noncompetition.  Each of KCL,  VCC,  Couch,  PMSI and Prime,  as a
material  inducement to the others to enter into this  Agreement,  hereby agrees
that, at all times during the Restricted Period, such party will not directly or
indirectly,  either  through  any kind of  ownership  (other than  ownership  of
securities  of a  publicly  held  corporation  of which it owns  less  than five
percent  (5%)  of any  class  of  outstanding  securities),  or as a  principal,
shareholder,  agent,  employer,  advisor,  consultant,   co-partner  or  in  any
individual or representative  capacity  whatever,  either for its own benefit or
for the benefit of any other person,  corporation  or other entity,  without the
prior written  consent of each other party  hereto,  commit any of the following
acts, which acts shall be considered violations of this covenant not to compete:

                  (a) Except  through  Newco or its  subsidiaries,  directly  or
indirectly  engage in, or provide,  anywhere  within the  Restricted  Area,  any
services (other than services  included in the practice of medicine)  related to
(i) the  operating  of premises  used to provide  Refractive  Surgery,  (ii) the
manufacture,  maintenance,   refurbishing,  repair,  sale,  or  leasing  of  any
equipment  related to or necessary for the operating of premises used to provide
Refractive  Surgery,  or (iii)  providing any management  services,  training or
consulting services related to any of the activities described in (i) or (ii);

                  (b) Except  through  Newco or its  subsidiaries,  directly  or
indirectly provide, anywhere within the Restricted Area, (i) premises, equipment
and  non-physician  personnel  for the  performance  of  Refractive  Surgery  by
physicians, (ii) the marketing,  scheduling and management of Refractive Surgery
(but excluding,  with respect to Couch,  KCL or VCC,  marketing,  scheduling and
management  of  patients  for  treatment  by  Couch,  KCL  or  VCC),  (iii)  the
credentialing  and  scheduling of physicians to perform  Refractive  Surgery and
(iv) the billing,  collecting  or accounting  for the use of any such  premises,
equipment or non-physician personnel.

                  (c) Directly or indirectly request or advise any person, firm,
physician, corporation or other entity having a business relationship with Newco
or any of its subsidiaries,  Prime, or any affiliate or related entity of any of
them, to withdraw,  curtail,  or cancel its business with such person or entity;
or

                  (d) Directly or  indirectly  hire any employee of Newco or any
of its  subsidiaries,  Prime, or any affiliate or related entity of any of them,
or  induce  or  attempt  to  influence  any  employee  of  Newco  or  any of its
subsidiaries,  Prime or any such affiliate or related entity to terminate his or
her employment with such person or entity.

         8.4  Practice  of  Medicine.  Notwithstanding  any  provision  of  this
Agreement or any other Transaction  Document to the contrary,  the provisions of
this  Article  shall not be  construed  to require  Couch to perform  Refractive
Surgery  at  the  premises  of,  or  use  the  equipment  of,  Newco,  if in the
professional  medical  judgment  of  a  reasonable   ophthalmologist  practicing
Refractive Surgery, such use would be detrimental to Couch's patients.  Provided
further,  that  this  Agreement  shall not apply to any  Refractive  Surgery  or
related services that are to be paid for, or reimbursed by, Medicare,  Medicaid,
Champus,  or any other state or federal health care program,  or in any instance
where the operation of this Agreement would constitute a violation of applicable
law.

         8.5  Restrictions  Reasonable.  Each  party  hereto  has  reviewed  and
carefully  considered the provisions of this Article and, having done so, agrees
that the  restrictions  applicable  to it as set forth  herein  (a) are fair and
reasonable with respect to time,  geographic area and scope,  (b) are not unduly
burdensome  to it, and (c) are  reasonably  required for the  protection  of the
interests of the other parties hereto for whose benefit such  restrictions  were
agreed upon.

         8.6      Remedies.

                  (a) General. Each party agrees that a violation on its part of
any applicable  covenant  contained in this Article will cause the other parties
hereto for whose benefit such restrictions  were agreed upon irreparable  damage
for which remedies at law may be  insufficient,  and for that reason,  it agrees
that the other  parties  shall be  entitled  as a matter  of right to  equitable
remedies,  including specific performance and injunctive relief,  therefor.  The
right to specific  performance and injunctive  relief shall be cumulative and in
addition to whatever other remedies, at law or in equity, that the other parties
may have,  including,  specifically,  recovery of liquidated damages as provided
below and any other additional damages.

                  (b) Liquidated Damages. Because of the difficulty of measuring
economic  losses to the other  parties as a result of a  material  breach of any
provision of this Article or Article VIII, KCL, VCC and Couch agree that, in the
event of such a breach by any of them,  they shall,  jointly and  severally,  be
obligated to pay to Prime as liquidated  damages  (which damages are in addition
to all other remedies  provided for in this Agreement,  or available to Prime or
another  party  pursuant  to  arbitration  hereunder)  an amount  determined  by
multiplying  the  Purchase  Price by a fraction,  the  numerator of which is the
difference between one hundred twenty (120) and the number of entire consecutive
months  passed  after  the  Effective  Time and  prior to such  breach,  and the
denominator of which is the number one hundred twenty (120).

                  (c) Before  any  remedy may be sought by any party  under this
Agreement  with respect to a breach of the provisions of this Article or Article
VIII,  the  breaching  party shall be given  thirty days  following  delivery of
notice by the party  asserting the breach  (identifying  such  material  breach)
within which the breaching party may cure such material breach.

                                    ARTICLE X

                             Post Closing Agreements

         9.1  Transition  of  Business.  Each of KCL,  VCC and  Couch  agrees to
cooperate  fully  with  Prime  and Newco in  transitioning  the  Assets  Related
Business existing prior to the Closing,  including the relationships  maintained
by VCC and Couch with respect to the Assets Related Business, to Newco after the
Closing;  and,  each of KCL, VCC and Couch agrees not to take any action or make
any disclosure,  including disclosures related to the transactions  contemplated
by this  Agreement,  which  might  alter or  impair  any  relationship  with any
customer,  or other service recipient,  person or entity which did business with
VCC prior to the Closing.  Each of KCL, VCC, Couch and Newco agrees to cooperate
after the Closing to account for procedures  done between the Effective Time and
the Closing and to allocate  amounts received in respect thereof pursuant to the
terms of the Facility Use Agreement.

         9.2 Right of Set Off.  Each of VCC and Couch  agrees  that Newco  shall
have rights of offset  against  distributions  to it in respect of any direct or
indirect  ownership interest any of them may have in Newco at any time following
the Closing, for any and all debts,  obligations or liabilities that KCL, VCC or
Couch may have to Prime, PMSI or any affiliate or subsidiary of PMSI, including,
without limitation,  any liability arising out of or relating to any obligations
arising under Section 6.1 of this  Agreement,  or other  obligations  owed under
this Agreement or any other Transaction  Document.  Each of VCC and Couch hereby
authorizes  and directs  Newco to, and hereby  agrees that Newco is entitled to,
withhold  and pay such  offset  amounts  to Prime and to take all other  actions
necessary to make such payment.  Newco hereby  agrees to promptly  remit any and
all such offset amounts to Prime upon request.

                  Without  limiting or adversely  affecting  the rights of Prime
under  this  Section,  and in order to secure  full and  prompt  payment  of the
obligations  of  KCL,  VCC  and  Couch  under  this  Agreement  and  each  other
Transaction Document,  each of VCC and Couch hereby grants to Prime a continuing
security  interest  in and to  distributions  either of them may be  entitled to
receive  at any time after the  Closing  in  respect  of any direct or  indirect
ownership interest held by either of them in Newco. In connection with the grant
of a security interest  contained in this Section,  each of VCC and Couch agrees
(i) to execute all documents,  agreements,  instruments and certificates, and to
take such other actions, as are reasonably  necessary in order to fully evidence
and perfect such security interest, and (ii) that it will not, without obtaining
the express prior written consent of Prime in each instance,  grant or assign to
any person or entity  rights of any nature in the  distributions  covered by the
security  interest granted in this Section,  irrespective of whether such rights
are to be senior or  subordinate  to the  rights  granted  under  this  Section;
provided,  however,  that clause (ii) shall not prohibit Permitted Transfers (as
such term is defined in the Organizational  Documents) of its ownership interest
in Newco,  as long as the  transferee  (A) executes a certificate  acknowledging
that such  distributions  with  respect to the  ownership  interest  transferred
remain  subject to the offset  rights and security  interest  granted under this
Section as though  such  transferee  and it were one and the same person and (B)
executes and consents to the filing of all  documents,  agreements,  instruments
and  certificates,  and takes such other  actions,  as are necessary in order to
fully evidence and perfect such security interest.

                  Each of VCC and Couch  acknowledges and agrees that the rights
and  obligations  contained in this Section shall remain  attached to membership
interests of Newco  conveyed by it,  regardless  of whether the  conveyance  was
permitted pursuant to the Organizational Documents and/or consented to by Prime.
In addition,  Prime may require any such transferee to execute an acknowledgment
recognizing the  applicability  of the rights and obligations  contained in this
Section to the membership interest transferred.

         9.3 Ratification by Newco.  Each of Prime, VCC and Couch agrees that by
executing  this  Agreement it is deemed to be voting any ownership  interests or
management  vote it may have in Newco  (whether  now or at any  time  after  the
Closing) to authorize Newco to enter into and perform this Agreement and each of
the  Transaction  Documents  to  which  Newco  is a  party,  including,  without
limitation,  the Facility Use Agreement.  Each of Prime, VCC and Couch agrees to
execute such resolutions and written consents,  and take such other actions,  in
their capacities as owners of Newco, as any party shall reasonably require after
the Closing to have Newco ratify and adopt this Agreement,  notwithstanding  the
time of  creation  of  Newco  or the  time of  execution  of the  Organizational
Documents.

         9.4 Post-Closing Capital Contributions.  Without in any way limiting or
qualifying the  representation  and warranty with respect to cash required to be
included in the Assets  pursuant to Section 1.3,  all parties to this  Agreement
acknowledge  and agree  that no member of Newco,  nor any other  party,  has any
obligation after the Closing to make a capital contribution to Newco.

         9.5 Legend.  On and after the  Closing,  each  certificate  or document
representing  ownership  of  any  of  Newco's  ownership  interests,   and  each
certificate  or document that may be issued and delivered by Newco upon transfer
of  any  such  certificate,  shall  contain  a  legend  conspicuously  noted  in
substantially the following form:

         THE INTERESTS  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE  SECURITIES  ACT OF 1933, AND THEY MAY NOT BE SOLD OR TRANSFERRED
     EXCEPT  PURSUANT TO AN EXEMPTION  FROM, OR OTHERWISE IN A  TRANSACTION  NOT
     SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT.

         IN ADDITION,  SUCH INTERESTS MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH
     CERTAIN CONDITIONS SPECIFIED IN (I) A CERTAIN CONTRIBUTION  AGREEMENT DATED
     EFFECTIVE AS OF SEPTEMBER 1, 2000, AND (II) THE COMPANY'S LIMITED LIABILITY
     COMPANY  AGREEMENT,  COMPLETE AND CORRECT COPIES OF WHICH ARE AVAILABLE FOR
     INSPECTION AT THE PRINCIPAL  OFFICE OF THE COMPANY AND WILL BE FURNISHED TO
     THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

                                    ARTICLE X

                                  Miscellaneous

         10.1 Collateral  Agreements,  Amendments,  and Waivers.  This Agreement
(together with the documents  delivered  pursuant  hereto)  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.

         10.2  Successors and Assigns.  No party's  rights or obligations  under
this Agreement may be assigned  without the prior written consent of all parties
hereto, except that Prime may assign its rights and obligations hereunder to any
entity,  more than fifty percent (50%) of the voting equity ownership  interests
of which is at the time owned,  directly or indirectly,  by PMSI. 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.
Notwithstanding   any  contrary   provision  of  this  Agreement  or  any  other
Transaction Document, all of the parties agree that PMSI shall be free to effect
a transfer,  assignment or encumbrance  of the ownership  interests or assets of
any of its direct or indirect  subsidiaries  other than Newco and Newco's direct
or indirect subsidiaries (an "Upstream Transfer"), and that no Upstream Transfer
shall give rise to or be subject to any rights or approval requirements that are
applicable to a direct  transfer of the membership  interests or assets of Newco
under this Agreement or any other Transaction Document.

         10.3  Expenses.   Except  as  set  forth  in  the  following  sentence,
regardless of whether the transactions contemplated hereby are consummated, each
party  hereto  shall  pay  all of  its  costs  and  expenses  incurred  by it in
connection  with this  Agreement,  including the fees and  disbursements  of its
legal counsel and accountants.  Notwithstanding  the foregoing,  up to $3,000 of
the costs and expenses  incurred by Prime that are associated  specifically with
the formation and documentation of Newco,  including legal fees and expenses for
drafting the Organizational  Documents,  shall be paid or reimbursed to Prime by
Newco.

         10.4 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.

         10.5 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.

         10.6 Notices.  Any notices required or permitted to be given under this
Agreement (and, unless otherwise expressly provided therein,  under any document
delivered  pursuant  to this  Agreement)  shall be given in writing and shall be
deemed  received  (a) when  delivered  personally  or by courier  service to the
relevant  party at its address as set forth below or (b) if sent by mail, on the
third (3rd) day  following  the date when  deposited in the United  States mail,
certified or registered  mail,  postage  prepaid,  to the relevant  party at its
address indicated below:

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

Couch:                              Jeffrey Couch, M.D.
                                    5844 N.W. Barry Road
                                    Kansas City, Missouri  64154
                            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.

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

         10.8 Further Assurances.  At, and from time to time after, the Closing,
each  party  shall,  at the  request  of  another  party,  but  without  further
consideration,  execute  and  deliver  such  other  instruments  of  conveyance,
assignment, assumption, transfer and delivery and take such other action as such
party may  reasonably  request  in order  more  effectively  to  consummate  the
transactions contemplated hereby.

         10.9  Construction,  Knowledge and Materiality.  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.  For purposes of this
Agreement,  whenever  there are references to "material" or  "materially,"  such
terms shall be deemed to mean an economic impact exceeding  $10,000 with respect
to the fact or matter being referred to or described.  As used herein,  "day" or
"days" refers to calendar days unless otherwise specified in each instance. When
the term  "knowledge"  is used in this  Agreement in reference to (i) Prime,  it
shall mean such items as are within the actual  knowledge of Ken  Shifrin,  Brad
Hummel,  Teena Belcik and John Hedrick and (ii) VCC, it shall mean such items as
are within the actual  knowledge of Couch and any employee of VCC who becomes an
employee of Newco after the Closing.  For purposes of this  Agreement,  when the
term  "affiliate"  is used with  respect to PMSI or Prime,  it shall not include
KCL,  VCC or Couch,  and when  "affiliate"  is used with  respect to KCL, VCC or
Couch, it shall not include PMSI or Prime.

         10.10 Other  Agreements.  Each party  hereto  agrees that any  material
breach by it of any of the terms and provisions of another Transaction  Document
to which it is a party  shall  also be deemed to have  been for all  purposes  a
material breach by it of this  Agreement,  and that any material breach by it of
the terms and provisions of this Agreement shall also be deemed for all purposes
to have been a material breach by it of all other Transaction Documents to which
it is a party.

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

         10.12 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.  The
arbitration  proceedings shall be conducted by a single  arbitrator  pursuant to
the  Commercial  Arbitration  Rules  of  the  American  Arbitration  Association
(subject to the express  provisions of this Section).  The arbitration  shall be
conducted in Austin,  Texas.  The  arbitrator  shall not have the right to award
punitive or exemplary damages against either party.

         10.13   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

                             CONTRIBUTION AGREEMENT

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

PMSI:                                       Prime Medical Services, Inc.

                                            ------------------------------------

                                            Cheryl Williams, Senior Vice
                                                President

Prime:                                      Prime RVC, Inc.

                                            ------------------------------------

                                            Cheryl Williams, Senior Vice
                                                President

Couch:                                      ____________________________________

                                            Jeffrey Couch, M.D.


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


                                            ------------------------------------

                                            Jeffrey Couch, M.D., President

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


                                            ------------------------------------

                                            Jeffrey Couch, M.D., President

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

                                            ------------------------------------

                                            Jeffrey Couch, M.D., as manager of
                                                 Newco and individually as a
                                                 member of Newco

                                            ------------------------------------

                                            Cheryl Williams, as manager of Newco
                                                 and on behalf of Prime as a
                                                 member of Newco