NON-COMPETITION AGREEMENT

         This Non-Competition Agreement (this "Agreement") is entered into as of
April 1, 2000 (the  "Effective  Date"),  by Horizon Vision  Centers,  L.L.C.,  a
Delaware limited  liability company  ("Horizon"),  for the benefit of Prime RVC,
Inc., a Delaware  corporation  ("Prime RVC") and each of Prime RVC's  affiliates
(Prime RVC and all of its  affiliates are referred to herein  individually  as a
"Beneficiary" and collectively as "Beneficiaries").

                                    RECITALS:

         WHEREAS,   concurrently   with  the  execution  and  delivery  of  this
Agreement, Prime RVC and certain equity holders of Horizon are consummating that
certain Limited Liability  Company  Agreement of Horizon,  dated effective as of
April 1, 2000 (the "LLC Agreement").

         WHEREAS,  Horizon will receive material,  valuable benefits as a result
of the consummation of the transactions contemplated by the LLC Agreement.

         WHEREAS,  the  parties  acknowledge  and agree that Prime RVC would not
enter into the LLC Agreement unless Horizon entered into this Agreement.

         WHEREAS,  in order to induce Prime RVC to enter into the LLC Agreement,
Horizon has agreed to certain  restrictions on the activities of Horizon and its
Affiliates (as hereinafter defined), which restrictions Horizon deems reasonable
and appropriate.

         NOW THEREFORE,  in  consideration  of the premises and mutual covenants
contained  herein and for other good,  valuable and binding  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the parties hereto,
intending to be legally bound hereby, agree as follows:

                                   AGREEMENTS:

         1. Confidentiality  Agreement.  Horizon agrees that it has been and may
continue to be, through its relationship with Prime RVC, exposed to confidential
information  and trade secrets  pertaining  to, or arising from, the business of
Prime RVC and/or each of Prime RVC's present or future affiliates  (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,  Horizon agrees to keep in strict secrecy and confidence,
both during and after the period  during  which  Prime RVC owns any  interest in
Horizon, any and all information concerning Discloser which Horizon acquires, or
to which Horizon has access through its  relationship  with Discloser,  that has
not been  publicly  disclosed  by  Discloser  or that is not a matter  of common
knowledge by 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.

         Except with prior written approval of Discloser,  Horizon 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. Within  forty-eight (48) hours of the time at which Prime RVC's and its
affiliates'  aggregate voting equity  interests in Horizon  constitute less than
fifty  percent  (50%) of the  outstanding  voting  equity  interests of Horizon,
whether the disposition resulting in such ownership is voluntary or involuntary,
Horizon  will  deliver  to Prime RVC  (without  retaining  copies  thereof)  all
documents,  records or other memorializations  including copies of documents and
any notes which Horizon has prepared,  that contain  Proprietary  Information or
relate to Discloser's  business,  all other tangible Proprietary  Information in
Horizon's  possession or control,  and all of  Discloser's  credit cards,  keys,
equipment,  vehicles,  supplies and other  materials  that are in  possession or
under Horizon's control.

         2. Agreement by Horizon.  Horizon  hereby agrees that,  until the fifth
(5th)  anniversary of the date of this  Agreement,  Horizon 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, employee, 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 Prime RVC, commit any of the following acts, which acts
shall be considered violations of this covenant not to compete:

                  (a) Except through Horizon,  engage in or provide any services
         that are provided by Horizon, directly or indirectly, anywhere within a
         two  hundred  (200) mile  radius of any center or  facility at any time
         operated by Horizon or any of Horizon's affiliates,  including, without
         limitation,  any  services  related  to,  (i) the  operating  of  laser
         refractive  surgical  centers,   (ii)  the  manufacture,   maintenance,
         refurbishing,  repair,  sale, or leasing of any equipment related to or
         necessary for the operating of laser refractive  surgical  centers,  or
         (iii)  providing  any  management  services,   training  or  consulting
         services related to any of the activities described in (i) or (ii);

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

                  (c) Directly or indirectly  hire any employee of Prime RVC, or
         any  affiliate or related  entity of Prime RVC, or induce or attempt to
         influence  any  employee of Prime RVC or any such  affiliate or related
         entity to terminate  his or her  employment  with Prime RVC or any such
         affiliate or related entity.

         3.  Agreement.  Horizon  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.

         4.  Remedies.  Horizon  agrees  that a  violation  on its  part  of any
applicable  covenant  contained in this  Agreement  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,  Horizon
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  additional
damages.

         5.  Affiliates.  For  purposes of this  Agreement,  an  "Affiliate"  of
Horizon  means any  corporation,  partnership  or other entity that, at the date
hereof or at any time during the term hereof,  is controlled by, or under common
control with, Horizon.  "Control" (and its derivatives),  in this context, means
the  possession  of,  directly or  indirectly,  the power to direct or cause the
direction of the management of the applicable corporation,  partnership or other
entity  either  through the  ownership  of voting  securities  (or other  equity
interests) or by contract.

     6. Control of Affiliates' Actions.  Horizon will timely exercise all of its
rights and powers to cause each of its  Affiliates  to comply  with the terms of
this Agreement.

     7. Indemnity. Horizon agrees to indemnify, defend and hold each Beneficiary
harmless from and against any and all loss, damage,  cost and expense (including
attorneys'  fees) that may result from any breach or  threatened  breach of this
Agreement by Horizon or any Affiliate of Horizon.

         8.       Miscellaneous.

     (a)  Amendments.  This  Agreement  may be  modified  or amended  only by an
instrument in writing executed by Horizon and Prime RVC.

     (b) Headings.  The headings  contained in this  Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

     (c)  Governing  Law.  This  Agreement  shall be  construed  and enforced in
accordance  with the internal laws of the State of Texas,  and not the conflicts
of law provisions thereof.

                  (d) Parties Bound. This Agreement shall be binding upon and be
         enforceable  against  Horizon  and  Horizon's  Affiliates,   and  their
         respective  successors and representatives.  This Agreement shall inure
         to the benefit of each  Beneficiary  and their  respective  successors,
         representatives and assigns.

                  (e) Invalid  Provisions.  If any  provision of this  Agreement
         (including,   without   limitation,   any  provision  relating  to  the
         activities  covered by, or time period of, the  covenants  contained in
         Section  2 of  this  Agreement)  is  held  to be  illegal,  invalid  or
         unenforceable  under present or future laws  effective  during the term
         hereof,  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  hereof;  and  the  remaining
         provisions  shall  remain  in full  force and  effect  and shall not be
         affected by the illegal,  invalid or unenforceable  provision or by its
         severance herefrom.  Furthermore,  in lieu of such illegal,  invalid or
         unenforceable  provision,  there shall be added automatically as a part
         of this  Agreement  a  provision  as similar in terms to such  illegal,
         invalid or  unenforceable  provision  as may be possible  and be legal,
         valid and enforceable.

                  (f)  Construction.  This Agreement shall be construed  without
         regard to the identity of the person who drafted the various provisions
         of this Agreement.  Each and every provision of this Agreement shall be
         construed  as though  all of the  parties  participated  equally in the
         drafting of this  Agreement.  Consequently,  Horizon  acknowledges  and
         agrees that any rule of construction that a document is to be construed
         against the drafting party shall not be applicable to this Agreement.

                            [Signature page follows]


<PAGE>


                                       S-1

                                SIGNATURE PAGE TO

                            NON-COMPETITION AGREEMENT

         EXECUTED to be effective as of the date first above written.

HORIZON:                          Horizon Vision Centers, L.L.C.

                                   Signature:

                                   Printed Name:

                                   Title: