NON-COMPETITION AGREEMENT
         This Non-Competition Agreement (this "Agreement") is entered into as of
the 1st day of September, 1999 (the "Effective Date"), by Scott A. Perkins, M.D.
(the  "Equity  Holder"),  who is an equity  owner of Barnet  Dulaney Eye Center,
P.L.L.C., an Arizona professional limited liability company ("BDEC"),  and LASIK
Investors,  L.L.C.,  a Delaware limited  liability  company  ("LASIK"),  for the
benefit of Prime Medical Services,  Inc., a Delaware corporation ("PMSI"), Prime
Medical   Operating,   Inc.,  a  Delaware   corporation   ("Prime"),   Prime/BDR
Acquisition,   L.L.C.,  a  Delaware  limited   liability  company  ("Newco  I"),
Prime/BDEC  Acquisition,  L.L.C., a Delaware limited  liability  company ("Newco
II"), BDEC, LASIK, Ronald W. Barnet,  M.D.  ("Barnet"),  David D. Dulaney,  M.D.
("Dulaney") and Mark Rosenberg  ("Rosenberg")  (PMSI,  Prime, Newco I, Newco II,
BDEC, LASIK,  Barnet,  Dulaney and Rosenberg are referred to herein individually
as a "Beneficiary" and collectively as "Beneficiaries").
                                                     RECITALS:
         WHEREAS,  the  Equity  Holder  is an equity  owning  member of BDEC and
LASIK.
         WHEREAS,   concurrently   with  the  execution  and  delivery  of  this
Agreement,  Newco I, Newco II, Prime, PMSI, BDEC, LASIK,  Barnet,  Dulaney,  and
Rosenberg   are   consummating   that  certain   Contribution   Agreement   (the
"Contribution Agreement"), dated effective September 1, 1999.
         WHEREAS, in order to induce each of the Beneficiaries to consummate the
         transactions  contemplated by the  Contribution  Agreement,  the Equity
         Holder has agreed to certain  restrictions  on the activities of Equity
         Holder and his Affiliates (as hereinafter defined),  which restrictions
         the Equity Holder deems  reasonable  and  appropriate.  THEREFORE,  the
         parties hereto agree as follows:
                                                    AGREEMENTS:
         1. Confidentiality  Agreement.  Equity Holder acknowledges that through
his  relationship  with  BDEC  and  LASIK,  he will be  exposed  to  Proprietary
Information (as defined below) of Newco I, Newco II and/or each of their present
or future affiliates (which includes,  without  limitation,  BDEC, LASIK, Prime,
PMSI and each of their  present or future  affiliates)  (the party  owning  such
Proprietary   Information  is  referred  to  as  the  "Discloser"),   that  such
Proprietary  Information  is unique and valuable and that such  Discloser  would
suffer irreparable injury if its Proprietary  Information were divulged to those
in  competition  with  Discloser.   "Proprietary   Information"   shall  be  all
information  concerning  Discloser which Equity Holder acquires,  or to which he
has  access  through  his  relationship  with BDEC or  LASIK,  that has not been
publicly  disclosed  by  Discloser  or that is not a matter of common  knowledge
among  Discloser's  competitors,  including,  but not  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 not include  information or material
that would otherwise be Proprietary  Information if such information or material
is owned solely by BDEC and not  materially  used or relied on in the conduct of
the Business (as defined in the Contribution Agreement).
          Except with prior written approval of Discloser,  Equity Holder agrees
     that he will not, at any time after the Closing, as such term is defined in
     the  Contribution  Agreement:  (i)  directly or  indirectly,  disclose  any
     Proprietary  Information  to any person  except the  employees,  agents and
     consultants  of Newco I,  Newco II and/or  Discloser  who need to know such
     Proprietary  Information in connection with their relationship with Newco I
     or Newco II nor (ii) use Proprietary Information in any way, except for the
     purposes and benefit of Newco I or Newco II.
         Within  forty-eight  (48) hours of termination of his ownership of BDEC
and LASIK,  whether voluntary or involuntary,  Equity Holder will deliver to the
appropriate Discloser (without retaining copies thereof) all documents,  records
or other  memorializations  including copies of documents and any notes which he
has  prepared  that  contain   Proprietary   Information,   all  other  tangible
Proprietary  Information  in his  possession  or control and all of  Discloser's
credit cards, keys, equipment,  vehicles,  supplies and other materials that are
in his possession or under his control.
         2. Non-Competition Agreement. Equity Holder, hereby agrees that, at all
times during which the provisions of ARTICLE VIII of the Contribution  Agreement
are in effect,  and at all times until five (5) years after either LASIK and its
affiliates  (excluding PMSI,  Prime, and the subsidiaries of either of them), or
Prime and its affiliates  (excluding  LASIK),  no longer own any equity or other
interest in Newco I,  Equity  Holder will not  directly  or  indirectly,  either
through any kind of ownership  (other than ownership of securities of a publicly
held  corporation  of which he 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 his own  benefit or for the  benefit of any other  person,
corporation  or  other  entity,  without  the  prior  written  consent  of  each
Beneficiary,  commit any of the following  acts,  which acts shall be considered
violations of this covenant not to compete:
                  (a) Except through Newco I or its  subsidiaries,  or Newco II,
directly or indirectly engage in, or provide,  anywhere within a fifty (50) mile
radius of any center or facility that provides Refractive Surgery (as defined in
the Contribution  Agreement) and is owned, directly or indirectly,  partially or
wholly,  by Newco I or a subsidiary of Newco I  (collectively,  the  "Restricted
Area"),  any services (other than services included in the practice of medicine)
related to (i) the  operating of centers or facilities  that provide  Refractive
Surgery,  (ii) the  manufacture,  maintenance,  refurbishing,  repair,  sale, or
leasing of any equipment related to or necessary for the operating of centers or
facilities that 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 I or its  subsidiaries,  or Newco II,
directly  or  indirectly  provide,  anywhere  within the  Restricted  Area,  (i)
facilities,  equipment  and  non-physician  personnel  for  the  performance  by
physicians of Refractive Surgery, (ii) the marketing,  scheduling and management
of Refractive  Surgery (but  excluding  marketing,  scheduling and management of
patients for treatment by Equity Holder), (iii) the credentialing and scheduling
of physicians to perform Refractive Surgery and (iv) the billing,  collecting or
accounting  for the  use of any  such  facilities,  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 I or any of its subsidiaries,  Prime,  LASIK, BDEC, Barnet,  Dulaney,
     Rosenberg,  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 I or any of its
     subsidiaries,  Prime,  LASIK,  BDEC,  Barnet,  Dulaney,  Rosenberg,  or any
     affiliate  or  related  entity  of any of them,  or induce  or  attempt  to
     influence any employee of Newco I or any of its subsidiaries, Prime, LASIK,
     BDEC, Barnet,  Dulaney,  Rosenberg, or any such affiliate or related entity
     to terminate his or her employment with such person or entity.

          3.  Exclusivity.  Equity Holder  acknowledges  that any acquisition or
     development of a Target Center (as defined in the  Contribution  Agreement)
     by Equity Holder through an entity not owned (wholly or partially, directly
     or  indirectly)  by Newco I shall be subject to the provisions of Section 2
     of this Agreement, regardless of whether such acquisition or development is
     contemplated  by or provided for in the  provisions  of ARTICLE VIII of the
     Contribution Agreement.

          4. Agreement.  Equity Holder has reviewed and carefully considered the
     provisions  of  Sections 1 and 2 of this  Agreement  and,  having  done so,
     agrees that the restrictions applicable to him as set forth therein (a) are
     fair and reasonable with respect to time,  geographic  area and scope,  (b)
     are not unduly  burdensome to him, and (c) are reasonably  required for the
     protection  of the  interests of the  Beneficiaries  for whose benefit such
     restrictions were agreed upon.

          5. Remedies.  Equity Holder agrees that a violation on his part of any
     applicable  covenant  contained in Sections 1 or 2 of this  Agreement  will
     cause the  Beneficiaries,  for whose benefit such  restrictions were agreed
     upon, irreparable damage for which remedies at law may be insufficient, and
     for that reason, he agrees that any of the Beneficiaries  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 Beneficiaries may have, including,
     specifically, recovery of additional damages.

         6. Affiliates. For purposes of this Agreement, an "Affiliate" of Equity
Holder means any person married to, or any minor child of, Equity Holder and 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,  Equity
Holder.  "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),  by
contract,  or by ownership of a membership  of a nonstock  corporation  or other
entity  enabling  Equity  Holder to elect one or more  members of the  governing
board of that nonstock corporation or other entity.

          7. Control of Affiliates' Actions.  Equity Holder will timely exercise
     all of his rights and powers to cause each of his Affiliates to comply with
     the terms of this Agreement. ------------------------------

          8. Indemnity.  Equity Holder 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 Equity  Holder or any Affiliate of
     Equity Holder. ---------

         9.       Miscellaneous.
          (a)  Amendments.  This Agreement may be modified or amended only by an
     instrument in writing executed by Equity Holder and each Beneficiary.
                  (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 the Equity Holder and Equity Holder'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,  Equity Holder  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. ------------
          (g) Defined Terms. Any capitalized terms not otherwise defined in this
     Agreement  shall  have the same  meaning  as set forth in the  Contribution
     Agreement. -------------
                                             [Signature page follows]



<PAGE>


                                                 SIGNATURE PAGE TO
                                             NON-COMPETITION AGREEMENT

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

EQUITY HOLDER:                                       /s/Scott A. Perkins, M.D.
                                                     Scott A. Perkins, M.D.





<PAGE>


                                             NON-COMPETITION AGREEMENT
         This Non-Competition Agreement (this "Agreement") is entered into as of
the 1st day of September,  1999 (the  "Effective  Date"),  by Robert B. Pinkert,
O.D. (the "Equity Holder"), who is an equity owner of Barnet Dulaney Eye Center,
P.L.L.C., an Arizona professional limited liability company ("BDEC"),  and LASIK
Investors,  L.L.C.,  a Delaware limited  liability  company  ("LASIK"),  for the
benefit of Prime Medical Services,  Inc., a Delaware corporation ("PMSI"), Prime
Medical   Operating,   Inc.,  a  Delaware   corporation   ("Prime"),   Prime/BDR
Acquisition,   L.L.C.,  a  Delaware  limited   liability  company  ("Newco  I"),
Prime/BDEC  Acquisition,  L.L.C., a Delaware limited  liability  company ("Newco
II"), BDEC, LASIK, Ronald W. Barnet,  M.D.  ("Barnet"),  David D. Dulaney,  M.D.
("Dulaney") and Mark Rosenberg  ("Rosenberg")  (PMSI,  Prime, Newco I, Newco II,
BDEC, LASIK,  Barnet,  Dulaney and Rosenberg are referred to herein individually
as a "Beneficiary" and collectively as "Beneficiaries").
                                                     RECITALS:
         WHEREAS,  the  Equity  Holder  is an equity  owning  member of BDEC and
LASIK.
         WHEREAS,   concurrently   with  the  execution  and  delivery  of  this
Agreement,  Newco I, Newco II, Prime, PMSI, BDEC, LASIK,  Barnet,  Dulaney,  and
Rosenberg   are   consummating   that  certain   Contribution   Agreement   (the
"Contribution Agreement"), dated effective September 1, 1999.
         WHEREAS, in order to induce each of the Beneficiaries to consummate the
         transactions  contemplated by the  Contribution  Agreement,  the Equity
         Holder has agreed to certain  restrictions  on the activities of Equity
         Holder and his Affiliates (as hereinafter defined),  which restrictions
         the Equity Holder deems  reasonable  and  appropriate.  THEREFORE,  the
         parties hereto agree as follows:
                                                    AGREEMENTS:
         1. Confidentiality  Agreement.  Equity Holder acknowledges that through
his  relationship  with  BDEC  and  LASIK,  he will be  exposed  to  Proprietary
Information (as defined below) of Newco I, Newco II and/or each of their present
or future affiliates (which includes,  without  limitation,  BDEC, LASIK, Prime,
PMSI and each of their  present or future  affiliates)  (the party  owning  such
Proprietary   Information  is  referred  to  as  the  "Discloser"),   that  such
Proprietary  Information  is unique and valuable and that such  Discloser  would
suffer irreparable injury if its Proprietary  Information were divulged to those
in  competition  with  Discloser.   "Proprietary   Information"   shall  be  all
information  concerning  Discloser which Equity Holder acquires,  or to which he
has  access  through  his  relationship  with BDEC or  LASIK,  that has not been
publicly  disclosed  by  Discloser  or that is not a matter of common  knowledge
among  Discloser's  competitors,  including,  but not  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 not include  information or material
that would otherwise be Proprietary  Information if such information or material
is owned solely by BDEC and not  materially  used or relied on in the conduct of
the Business (as defined in the Contribution Agreement).
          Except with prior written approval of Discloser,  Equity Holder agrees
     that he will not, at any time after the Closing, as such term is defined in
     the  Contribution  Agreement:  (i)  directly or  indirectly,  disclose  any
     Proprietary  Information  to any person  except the  employees,  agents and
     consultants  of Newco I,  Newco II and/or  Discloser  who need to know such
     Proprietary  Information in connection with their relationship with Newco I
     or Newco II nor (ii) use Proprietary Information in any way, except for the
     purposes and benefit of Newco I or Newco II.
         Within  forty-eight  (48) hours of termination of his ownership of BDEC
and LASIK,  whether voluntary or involuntary,  Equity Holder will deliver to the
appropriate Discloser (without retaining copies thereof) all documents,  records
or other  memorializations  including copies of documents and any notes which he
has  prepared  that  contain   Proprietary   Information,   all  other  tangible
Proprietary  Information  in his  possession  or control and all of  Discloser's
credit cards, keys, equipment,  vehicles,  supplies and other materials that are
in his possession or under his control.
         2. Non-Competition Agreement. Equity Holder, hereby agrees that, at all
times during which the provisions of ARTICLE VIII of the Contribution  Agreement
are in effect,  and at all times until five (5) years after either LASIK and its
affiliates  (excluding PMSI,  Prime, and the subsidiaries of either of them), or
Prime and its affiliates  (excluding  LASIK),  no longer own any equity or other
interest in Newco I,  Equity  Holder will not  directly  or  indirectly,  either
through any kind of ownership  (other than ownership of securities of a publicly
held  corporation  of which he 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 his own  benefit or for the  benefit of any other  person,
corporation  or  other  entity,  without  the  prior  written  consent  of  each
Beneficiary,  commit any of the following  acts,  which acts shall be considered
violations of this covenant not to compete:
                  (a) Except through Newco I or its  subsidiaries,  or Newco II,
directly or indirectly engage in, or provide,  anywhere within a fifty (50) mile
radius of any center or facility that provides Refractive Surgery (as defined in
the Contribution  Agreement) and is owned, directly or indirectly,  partially or
wholly,  by Newco I or a subsidiary of Newco I  (collectively,  the  "Restricted
Area"),  any services (other than services included in the practice of medicine)
related to (i) the  operating of centers or facilities  that provide  Refractive
Surgery,  (ii) the  manufacture,  maintenance,  refurbishing,  repair,  sale, or
leasing of any equipment related to or necessary for the operating of centers or
facilities that 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 I or its  subsidiaries,  or Newco II,
directly  or  indirectly  provide,  anywhere  within the  Restricted  Area,  (i)
facilities,  equipment  and  non-physician  personnel  for  the  performance  by
physicians of Refractive Surgery, (ii) the marketing,  scheduling and management
of Refractive  Surgery (but  excluding  marketing,  scheduling and management of
patients for treatment by Equity Holder), (iii) the credentialing and scheduling
of physicians to perform Refractive Surgery and (iv) the billing,  collecting or
accounting  for the  use of any  such  facilities,  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 I or any of its subsidiaries,  Prime,  LASIK, BDEC, Barnet,  Dulaney,
     Rosenberg,  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 I or any of its
     subsidiaries,  Prime,  LASIK,  BDEC,  Barnet,  Dulaney,  Rosenberg,  or any
     affiliate  or  related  entity  of any of them,  or induce  or  attempt  to
     influence any employee of Newco I or any of its subsidiaries, Prime, LASIK,
     BDEC, Barnet,  Dulaney,  Rosenberg, or any such affiliate or related entity
     to  terminate  his or  her  employment  with  such  person  or  entity.

          3.  Exclusivity.  Equity Holder  acknowledges  that any acquisition or
     development of a Target Center (as defined in the  Contribution  Agreement)
     by Equity Holder through an entity not owned (wholly or partially, directly
     or  indirectly)  by Newco I shall be subject to the provisions of Section 2
     of this Agreement, regardless of whether such acquisition or development is
     contemplated  by or provided for in the  provisions  of ARTICLE VIII of the
     Contribution Agreement.
          4. Agreement.  Equity Holder has reviewed and carefully considered the
     provisions  of  Sections 1 and 2 of this  Agreement  and,  having  done so,
     agrees that the restrictions applicable to him as set forth therein (a) are
     fair and reasonable with respect to time,  geographic  area and scope,  (b)
     are not unduly  burdensome to him, and (c) are reasonably  required for the
     protection  of the  interests of the  Beneficiaries  for whose benefit such
     restrictions were agreed upon.
          5. Remedies.  Equity Holder agrees that a violation on his part of any
     applicable  covenant  contained in Sections 1 or 2 of this  Agreement  will
     cause the  Beneficiaries,  for whose benefit such  restrictions were agreed
     upon, irreparable damage for which remedies at law may be insufficient, and
     for that reason, he agrees that any of the Beneficiaries  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 Beneficiaries may have, including,
     specifically, recovery of additional damages.
         6. Affiliates. For purposes of this Agreement, an "Affiliate" of Equity
Holder means any person married to, or any minor child of, Equity Holder and 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,  Equity
Holder.  "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),  by
contract,  or by ownership of a membership  of a nonstock  corporation  or other
entity  enabling  Equity  Holder to elect one or more  members of the  governing
board of that nonstock corporation or other entity.
          7. Control of Affiliates' Actions.  Equity Holder will timely exercise
     all of his rights and powers to cause each of his Affiliates to comply with
     the terms of this Agreement. ------------------------------

          8. Indemnity.  Equity Holder 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 Equity  Holder or any Affiliate of
     Equity Holder. ---------

         9.       Miscellaneous.
          (a)  Amendments.  This Agreement may be modified or amended only by an
     instrument in writing executed by Equity Holder and each Beneficiary.
                  (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 the Equity Holder and Equity Holder'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,  Equity Holder  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. ------------

          (g) Defined Terms. Any capitalized terms not otherwise defined in this
     Agreement  shall  have the same  meaning  as set forth in the  Contribution
     Agreement. -------------
                                             [Signature page follows]



<PAGE>
                                                 SIGNATURE PAGE TO
                                             NON-COMPETITION AGREEMENT

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

EQUITY HOLDER:                                      /s/ Robert B. Pinkert, O.D.
                                                    Robert B. Pinkert, O.D.





<PAGE>