<PAGE>


Prepared by and return to:                  T. Stewart Gibson, Esquire
                                            Battle, Winslow, Scott & Wiley, P.A.
                                            Post Office Box 7100
                                            Rocky Mount, NC 27804-0100

STATE OF NORTH CAROLINA
                                                     MEMORANDUM OF LEASE
COUNTY OF UNION

         THIS MEMORANDUM OF LEASE effective as of this 2nd day of January, 1995,
by and between JOHN W. HEARN, BETTY HEARN, AND LILIAN HEARN (hereinafter
collectively referred to as "LANDLORD") and OPTOMETRIC EYE CARE CENTER, P.A., a
North Carolina professional corporation with its principal offices in Rocky
Mount, North Carolina (herein "TENANT").

                              W I T N E S S E T H:

         1. PROPERTY. Landlord Leased to Tenant that certain real property
located at Suite A, 1007 Skyway Drive in the town of Monroe, Union County, North
Carolina, being a part of that property more particularly described on Exhibit A
attached hereto and hereby incorporated by reference.

         2. TERM. The term of this Lease is seven (7) years commencing on
January 2, 1995 and ending ion December 31, 2001, with two (2) successive
renewal terms of five (5) years each, the second renewal term ending December
31, 2011.

         3. LEASE. This Lease is subject to the more specific Lease Agreement
regarding the above described property executed by Landlord and Tenant on
January 2, 1995, the provisions of which are hereby incorporated in this
memorandum by reference.

         4. OPTION. There exists a right of first refusal option to purchase the
property upon which is situate the leased premises, said option in favor of the
Tenant expires upon the termination of the Lease.

         This memorandum does not completely summarize the said Lease Agreement
and the provisions of the latter shall control both interpretations and conflict
between the two writings.


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have cause this instrument to be
executed in the manner provided by law.



                                     /s/ John W. Hearn             (SEAL)
                                     ------------------------------
                                     John W. Hearn



                                     /s/ Betty Hearn               (SEAL)
                                     ------------------------------
                                     Betty  Hearn


                                     /s/ Lillie Hearn              (SEAL)
                                     ------------------------------
                                     Lillie Hearn


                                     OPTOMETRIC EYE CARE CENTER, P.A.
                                     By: for D. Blair Harrold /s/ Sam Petteway
                                         -------------------------------------
                                               President

     ATTEST:
     /s/ Allan Barker
     ------------------------
              Secretary

     (CORPORATE SEAL)



     NORTH CAROLINA

     Union COUNTY


     I, Emma H. Surratt, a Notary Public for said County and State, do hereby
certify that JOHN W. HEARN personally appeared before me this day and
acknowledged the due execution of the foregoing instrument.

     Witness my hand and official stamp / seal, this the 2nd day of January,
1995.

(OFFICIAL STAMP / SEAL)                    /s/ Emma H. Surratt
                                           ------------------------------------
                                                        Notary Public



My Commission Expires:  8-9-97

<PAGE>

         NORTH CAROLINA
         Union  COUNTY

     I, Emma H. Surratt, a Notary Public for said County and State, do hereby
certify that BETTY HEARN personally appeared before me this day and acknowledged
the due execution of the foregoing instrument.

     Witness my hand and official stamp / seal, this the 2nd day of
January, 1995.

(OFFICIAL STAMP / SEAL)                    /s/ Emma H. Surratt
                                           ------------------------------------
                                                      Notary Public

My Commission Expires:8-9-97


         NORTH CAROLINA
         Union COUNTY


     I, Emma H. Surratt, a Notary Public for said County and State, do hereby
certify that LILLIE HEARN personally appeared before me this day and
acknowledged the due execution of the foregoing instrument.

     Witness my hand and official stamp / seal, this the 2nd day of January,
1995.

(OFFICIAL STAMP / SEAL)                    /s/ Emma H. Surratt
                                           ------------------------------------
                                                      Notary Public

My Commission Expires:8-9-97


         NORTH CAROLINA

         Union COUNTY

     I, Emma H. Surratt, a Notary Public for said County and state, certify that
Allan Barker personally came before me this day and acknowledged that he is
Secretary of OPTOMETRIC EYE CARE CENTER, P.A., a corporation, and that by
authority duly given and as the act of the corporation, the foregoing instrument
was signed in its name by its President, sealed with its corporate seal, and
attested by self as its Secretary.

     Witness my hand and official stamp / seal, this the 2nd day of January,
1995.

(OFFICIAL STAMP/ SEAL)                     /s/ Emma H. Surratt
                                           ------------------------------------
                                                      Notary Public

My Commission Expires:8-9-97


<PAGE>

NORTH CAROLINA - Union County

     The foregoing certificate(s) of Emma H. Surratt, Notary Public of Union
County, North Carolina is (are) certified to be correct. This instrument was
presented for registration and recorded in this office at Book 759 Page 286 this
16th day of January, 1995 at 12:25 o'clock P.M.

JUDY G. PRICE, REGISTER OF DEEDS           By: /s/Bonnie G. Stewart Asst/Deputy




















<PAGE>



                                                             EXHIBIT A
NORTH CAROLINA
                                                           LEASE AGREEMENT
                                                             (Triple Net)
COUNTY OF UNION

     THIS LEASE AGREEMENT made and entered in this 2nd day of January, 1995 by
and between JOHN W. HEARN, BETTY HEARN AND LILIAN HEARN, North Carolina
residents hereinafter collectively referred to as "LANDLORD" and OPTOMETRIC EYE
CARE CENTER, P.A., a professional corporation with its principal office in Rocky
Mount, North Carolina, hereinafter called "TENANT".

                              W I T N E S S E T H :

     IN CONSIDERATION of the rentals hereinafter reserved and the covenants and
conditions herein contained, LANDLORD has granted, demised, leased and let, and
by these presents does grant, demise, lease, and let unto TENANT, and TENANT
takes and hires from LANDLORD, the Premises, more particularly described on the
Lease Schedule initialed by the parties and attached hereto as Exhibit A and
incorporated herein,

     TO HAVE AND HOLD, the Premises unto TENANT, upon the following terms and
conditions:

                                  TERM OF LEASE

     1.1 Initial Term. The initial term of this lease shall be as set forth on
the Lease Schedule attached as Exhibit A hereto unless sooner terminated as
herein provided.

     1.2 Renewal.

          (a) First Renewal Term. Provided, the TENANT is not in default under
     any of the terms, covenants and conditions of this lease at the end of the
     initial term and provided further that TENANT shall give LANDLORD at least
     sixty (60) days written notice prior to the expiration of the initial term
     of intent to extend, TENANT shall have the right (if designated on the
     Lease Schedule attached as Exhibit A) to extend the term of this lease,
     provided that the rent for such renewal term, if any, shall be in
     accordance with the provisions of paragraph 2.2 of this lease. Said renewal
     term shall be referred to herein as the "First Renewal Term".

          (b) Second renewal Term. Provided, the TENANT is not in default under
     any of the terms, covenants and conditions of this lease at the end of the
     First Renewal Term and provided further that TENANT shall give LANDLORD at
     least sixty (60) days written notice prior to the expiration of the First
     Renewal Term of intent to extend, TENANT shall have the right (if
     designated on the Lease Schedule attached as Exhibit A) to extend the term
     of this lease, provided that the rent for such additional renewal term, if
     any, shall be in accordance with the provisions of paragraph 2.2 of this
     lease. Said additional renewal term shall be referred to herein as the
     "Second Renewal Term".

<PAGE>

     1.3 Expiration / Termination. The TENANT will deliver and surrender to the
LANDLORD possession of the Premises upon expiration or termination of this
lease, in as good condition and repair as the same shall be at the commencement
of the lease.

                                     RENTAL

     2.1 Initial Term. TENANT shall pay LANDLORD as rent (herein "Base Rent")
during the initial term the sum set forth in the Lease Schedule attached as
Exhibit A. Except as provided herein, such rent shall be payable at LANDLORD's
address for notice as provided hereinbelow, in advance, without demand, in equal
monthly installments on the first day of each and every month during the initial
term of this lease.

     2.2 Renewal Rent. During the renewal term(s), if any, the TENANT shall pay
as rent (herein "Renewal Rent") the sum set forth in the Lease Schedule attached
as Exhibit A, said Renewal Rent payable in monthly installments.

All payments of rent during any renewal term shall be due as of the first day of
each month.


     2.3 Past Due Rent. In the event the TENANT's rent due hereunder is not paid
to the LANDLORD by the TENANT within ten (10) days of the due date, TENANT
agrees to pay LANDLORD a late charge of four percent (4%) of the amount due. The
TENANT further agrees to pay LANDLORD any cost incurred by LANDLORD in effecting
the collection of any past due amounts, including but not limited to attorney's
fees.

     2.4 Upfitting by Tenant. Upon delivery of possession of the Premises to the
TENANT, TENANT at its cost shall promptly proceed to install such trade
fixtures, signage and surfacing lab equipment as specified in Schedule 2.4
attached hereto, and to perform such other work as is necessary or appropriate
to prepare the Premises for the opening of the TENANT's business. The TENANT
will cause all such work to be with materials of good quality and in a good and
workmanlike manner, and in strict conformity with the plans and specifications
set forth in Schedule 2.4 which have been approved and initialed by the LANDLORD
and TENANT. TENANT's contractors and subcontractors shall provide lien waivers
to LANDLORD at LANDLORD's request.

                                 USE OF PREMISES

     3.1 Use. TENANT will not permit the Premises to be used for any immoral or
illegal purpose or in a manner which constitutes a nuisance. TENANT will comply
with all applicable laws, ordinances, rules, and regulations of any duly
constituted public authority relating to its business.

     TENANT will not cause or permit any hazardous or toxic substance to be
brought upon, kept or used in or about the Premises by the TENANT, any
sublessee, its agents, employees, contractors or invitees, unless same will be
used, kept and stored in a manner that complies with federal and state laws
regulating any such hazardous or toxic substance.


<PAGE>



                            MAINTENANCE / ALTERATIONS

     4.1 Maintenance. TENANT shall at all times keep the interior of the
Premises in good order, condition and repair. TENANT shall perform all necessary
and normal maintenance and repair to doors, fixtures, equipment, and
appurtenances thereof (including lighting, heating and plumbing fixtures, and
any air conditioning system serving the Premises). TENANT shall be responsible
for all interior painting, replacement of broken damaged glass (unless caused by
negligence or willful act of the LANDLORD or its agents) and replacement and
maintenance of carpet, tile, floor and wall coverings. TENANT shall be
responsible for implementing and maintaining a pest control contract with regard
to the Premises. TENANT agrees to sweep and clean, and remove snow and ice from
entrances of Premises.

     LANDLORD shall be responsible for maintenance, upkeep and repair of the
roof and structural portions of the Premises (i.e. floor slabs, exterior walls),
all paved areas (including without limitation driveways, curbs and parking areas
including the striping of the same), all downspouts and water collection systems
and utility lines, landscaping, loading areas, sidewalks and for the replacement
of any complete mechanical system, provided its various component parts cannot
be repaired at a reasonable cost (relative to replacement cost) by TENANT.
Notwithstanding the foregoing, LANDLORD shall further replace or make any and
all repairs to any mechanical system, or major component thereof, (including,
without limitation, heating, air conditioning, electrical or plumbing) which
repair would cost in excess of thirty percent (30%) of replacement costs.

     4.2 Fixtures. Subject to right of approval in Section 4.3, TENANT may, at
its sole expense, install equipment, fixtures or partitions on or in the
Premises.

     Upon the termination of this Lease, TENANT shall have the right to remove
from the Premises the improvements made by TENANT, including removable
partitions, shelving, removable trade fixtures, equipment, furniture, and
personal property; provided, TENANT shall reimburse LANDLORD for the cost of
repairing any and all damage resulting to the Premises as a result of such
removal.

     4.3 Alterations. TENANT, at its expense, may, in good workmanlike manner,
make structural or interior alterations to the Premises as it deems necessary in
the conduct of its business provided said alterations do not reduce the value of
such Premises.

     4.4 Sign. The TENANT shall be responsible for any such required sign
permits for facia signage and the cost of said facia signage. All signage shall
be in accordance with the appropriate local sign ordinances. All signs placed
about the facia of the Premises by the TENANT shall be removed from the Premises
by the TENANT upon the expiration of the Lease, and such damages caused by the
removal shall be repaired by the TENANT. All signs used in or about the Premises
shall be in good taste.

     4.5 Trash. TENANT shall not permit the unsightly accumulation of trash,
garbage or debris in the Premises or in the area immediately outside the
Premises.

     4.6 Glass. TENANT shall replace, at the expense of TENANT, any and all
glass damaged or broken from any cause whatsoever in or about the Premises.

<PAGE>

                             UTILITIES AND SERVICES

     5.1 Utilities. TENANT shall procure for its own account and shall pay the
cost of all water, gas, electric power and fuel consumed or used in or at the
said Premises, including the appropriate deposits as required. LANDLORD shall
not be liable to TENANT in damages or otherwise for any interruptions,
curtailment, or suspension of utility service.

                                      TAXES

     6.1 Taxes. TENANT shall list and be responsible for payment when due for
all taxes and assessments which may be imposed by any governmental body on the
TENANT's own equipment, fixtures, inventory or other contents in or upon the
Premises.

     TENANT agrees to pay, as additional rent, its proportionate share of all
real property taxes and assessments which may be levied or assessed by any
lawful authority against the land and improvements on the Property. TENANT shall
pay that portion of such taxes equal to the product obtained by multiplying the
total taxes by a fraction, the numerator being the square footage area of the
leased premises, and the denominator of which shall be the total square footage
of all leasable space of the buildings located on the property. LANDLORD will
bill the TENANT annually for such real estate taxes accompanied by copies of the
appropriate tax bills, computations of the appropriate share thereof of the
TENANT, and the LANDLORD's proof of payment of said taxes. The TENANT will remit
to the LANDLORD within (30) days TENANT's share of the taxes. For any portion of
the aggregate lease term computed from the date hereof covered herein which is
less than a full calendar year, the allocation of taxes shall be reduced to
limit such charge to a corresponding pro rata portion of such year. This
provision shall apply both at the beginning and the end of the lease term.

     "Real Estate Taxes" shall mean any property taxes and assessments imposed
by county and/or municipal taxing authorities upon the ownership of the land and
improvements upon said land provided the same are due and payable attributable
to a period or periods during the term of this lease. Provided, however, "real
estate taxes" shall not include any capital levy or special assessment upon the
Premises for purposes of permanent public improvements.

                                    INSURANCE

     7.1 Liability Insurance. TENANT shall, during the entire term hereof, keep
in full force and effect policies of:

          (a) comprehensive public liability insurance with a contractual
     liability endorsement covering property damage, death and personal injury
     with respect to the Premises, the entrance and walk area in front of the
     Premises, and the business operated by TENANT and any subtenants of TENANT
     in the Premises in which the limits of public liability shall not be less
     than $500,000 per occurrence and $1,000,000 aggregate and in which the
     property damage liability shall not be less than $500,000.

          (b) all risks, property insurance (in an adequate amount) to cover the
     full replacement value of all personal property, inventory, trade fixtures,
     furnishings, equipment,

<PAGE>

     alterations, leasehold improvements and betterments and all other items
     located or placed in the Premises by the TENANT.

          (c) workman's compensation insurance covering all persons employed,
     directly or indirectly, by the TENANT as required by the laws of the State
     of North Carolina.

     The aforesaid policies, excepting the workman's compensation, shall name
LANDLORD, any person, firms or corporations designated by LANDLORD, and TENANT
as insured, and shall contain a clause that the insurer will not cancel or
change the insurance without first giving the LANDLORD thirty (30) days prior
written notice. At the LANDLORD's request, a copy of the policy or a certificate
of insurance shall be delivered to LANDLORD.

     7.2 Fire and Extended Coverage Insurance. In addition to the insurance in
which TENANT is required to maintain pursuant to this Lease, TENANT agrees to
pay to LANDLORD promptly upon receipt of invoices from LANDLORD that portion of
the total premium paid by LANDLORD for fire, extended coverage and rental
insurance (including so-called "extended coverage and/or all risk endorsement")
upon LANDLORD's buildings and improvements which bears the same ratio to the
total premium as the number of squares feet in TENANT's Premises bears to the
number of leasable square feet in the buildings upon the Property which are
covered by insurance. The amount of fire insurance to be maintained by LANDLORD
shall not be less than ninety (90%) and not more than one hundred percent (100%)
of the replacement value of LANDLORD's buildings and improvements on the
Premises as such value may exist from time to time. LANDLORD will bill the
TENANT periodically accompanied by copies of the appropriate bills and
computations of the TENANT's proportionate share. TENANT will remit within (20)
days any premiums due to LANDLORD for such insurance. A copy of the casualty
insurance policy and any renewals or modifications thereof shall be delivered to
TENANT.

     TENANT agrees that it will not keep, use, sell or offer for sale in or upon
the Premises any article which may be prohibited by the standard form of fire
insurance policy.

                        DAMAGE OR DESTRUCTION OF PREMISES

     8.1 Total or Partial Destruction. In the event the Premises are partially
damaged by fire or other perils covered by extended coverage insurance, LANDLORD
agrees to forthwith repair same, and this Lease shall remain in full force and
effect, except that TENANT shall be entitled to a proportionate reduction of the
rent from the date of damage and while such repairs are being made, such
proportionate reduction to be based upon the portion of the Premises rendered
untenantable during repairs.

     In the event the Premises are damaged as a result of fire or other cause
thereby rendering the Premises wholly untenantable, then LANDLORD shall have the
option: (a) to repair or restore such damage, this lease continuing in full
force and effect, but the Base Rent to be proportionately reduced as hereinabove
provided or (b) to give notice to TENANT at any time within thirty (30) days
after such damage, terminating this Lease as of the date of the damage.
Provided, however, the LANDLORD may not elect to terminate this Lease unless the
necessary repairs cannot reasonably be made within a period of ninety (90) days
or less, or unless the cost of repairing such damage shall equal or exceed sixty
percent (60%) of fair replacement value of


<PAGE>

the Premises immediately prior to such damage (provided this sentence shall not
apply if one year or less remain in the Lease term, or of then in a renewal
term, the renewal term). In the event of giving such notice, this lease shall
expire and all interest of the TENANT in the Premises shall terminate on the
date which the Premises were rendered untenantable.

Notwithstanding anything herein to the contrary, in the event the Premises are
damaged as result of fire or other cause thereby rendering the Premises wholly
untenantable, and upon request of the TENANT to the LANDLORD, the LANDLORD
within ten (10) days after such request can not give the TENANT a binding
contract from a contractor that the Premises can be repaired within sixty (60)
days, barring any contingencies beyond the control of the contractor, then the
TENANT shall have the option upon five (5) days notice to the LANDLORD to
terminate this Lease.

                                 EMINENT DOMAIN

     9.1 Condemnation. If the whole or any part of the Premises, parking area,
or all means of access thereto shall be condemned or sold under threat of
condemnation, and such condemnation shall render the Premises unsuitable for the
business of the TENANT, TENANT may upon ten (10) days notice to LANDLORD
terminate this lease. TENANT shall have no claim against LANDLORD or to any
portion of the award in condemnation for the value of any unexpired term of this
Lease, but this shall not limit TENANT's right to compensation from the
condemning authority for the value of any of TENANT's property taken (other than
TENANT's leasehold interest in the Premises).

                              ASSIGNMENT / SUBLEASE

     10.1 Assignment or Subletting. Without the prior written consent of the
LANDORD, said consent not to be unreasonably withheld, TENANT will not by
operation of law or otherwise, assign, transfer, mortgage, or encumber this
lease, or sublet or permit the Premises or any part thereof to be used by
others. Notwithstanding any assignment or subLease, TENANT shall remain fully
liable on this Lease and shall not be released from performing any terms,
covenants and conditions of this Lease.

                                 RIGHT OF ENTRY

     11.1 Right of Entry. LANDLORD, its agents and representatives, shall have
the right to enter the Premises upon twenty-four (24) hours notice, except in
case of emergencies, for the purpose of inspection of Premises, making repairs,
replacements, alterations or additions to Premises, or exhibiting Premises to
prospective tenants during the last sixty (60) days of the initial term or any
renewal term; and any such entry herein authorized shall not be or constitute an
eviction or deprivation of any right conferred hereunder upon TENANT.

                                     DEFAULT

     12.1 Event of Default. If one or more of the following events shall occur,
the TENANT shall be in default under the lease:

          (a) any failure of TENANT to pay any rent due, additional rent or
     other sums hereunder within ten (10) days after written notice by LANDLORD;
     or


<PAGE>

          (b) if TENANT fails to perform any other of the terms, conditions or
     covenants contained in this lease to be observed or performed by TENANT and
     such default shall continue for more than thirty (30) days after written
     notice thereof specifically referring to this Section 12.1(b) shall have
     been mailed to TENANT, or

          (c) if TENANT shall become bankrupt or insolvent, or file any debtor
     proceedings, or take or have taken against TENANT in any court pursuant to
     any statute either of the United States or of any State a petition in
     bankruptcy or insolvency or for reorganization or for the appointment of a
     receiver or trustee of all or a portion of TENANT's property, or

          (d) if TENANT makes or enters into an assignment or arrangement for
     the benefit of creditors, or

          (e) if TENANT shall abandon the Premises or suffer the lease to be
     taken under any writ of execution.

     12.2 Remedies. In the event of default, LANDLORD, without excluding any
other right or remedies that it may have, shall have the immediate right of
re-entry and may remove all persons and property from the Premises and such
property may be removed and stored in a public warehouse or elsewhere at the
cost of and for the account of TENANT, all without resort to legal process and
without being deemed guilty of trespass, or becoming liable for any loss or
damage which may be occasioned thereby, excepting claims as may arise due to
negligence of LANDLORD. If LANDLORD should elect to re-enter as herein provided
or should it take possession pursuant to legal proceedings, it may either
terminate this lease, make such alterations and repairs as may be necessary in
order to relet the Premises, and relet said Premises for such term and at such
rentals and upon such reasonable rents, terms, and conditions under the doctrine
of mitigation of damages. In the event of such reletting, all rentals received
by LANDLORD shall be applied first, to the payment of any costs and expenses of
such reletting, including the expense of alterations and repairs; second, to the
payment of rent due and unpaid hereunder, and the residue, if any, shall be held
by LANDLORD and applied in payment of future rent due and unpaid hereunder. If
such reletting shall yield rentals insufficient for any month to pay the rent
due by TENANT hereunder for that month, TENANT shall be liable to LANDLORD for
the deficiency and same shall be paid monthly. LANDLORD shall be entitled to any
excess rents collected or reletting over rents reserved herein. No such re-entry
or taking possession of Premises by LANDLORD shall be construed as an election
to terminate this lease unless a written notice of such intention be given by
LANDLORD to TENANT at the time of such re-entry.

     12.3 Subsequent Termination. Notwithstanding any such re-entry and
reletting without termination, LANDLORD may at any time thereafter elect to
terminate this Lease for such previous breach. Should LANDLORD at any time
terminate this Lease for any breach, in addition to any other remedies, it may
have, it may recover from TENANT all damages it may incur by reason of such
breach, including the cost recovering the Premises, and the present worth
(discounted at the legal rate plus 3%) at the time of such termination of the
excess, if any, of the amount of rent reserved in this lease for the remainder
of the stated term over the then reasonable rental value of the Premises for the
remainder of the stated term, all of which amounts shall be immediately due and
payable from TENANT to LANDLORD.

<PAGE>



     12.4 Waiver. No course of dealing between LANDLORD and TENANT, or any delay
on the part of LANDLORD in exercising any rights it may have under this lease,
shall operate as a waiver of a prior default or operate as a waiver of any
subsequent default or defaults; and no express waiver shall affect any
condition, covenant, or term other than the one specified in such waiver and
that one only for the time and in the manner specifically stated.

                                 QUIET ENJOYMENT

     13.1 Quiet Enjoyment. LANDLORD covenants that TENANT, upon paying the rent
and performing all of its obligations under this lease, shall peacefully and
quietly have, hold and enjoy the Premises throughout the initial term and any
renewal term, or until this lease is terminated as herein provided.

                                 INDEMNIFICATION

     14.1 Indemnification. Except as may result from LANDLORD's (or its agents)
negligent or willful act, TENANT covenants to indemnify and save harmless
LANDLORD against any and all claims, losses and expenses arising from the
conduct or management of its business upon the Premises or from any work or
thing whatsoever done in or about the Premises or the equipment thereof in the
course of its business or arising from any act of TENANT or any of its
customers, agents, contractors, or employees, or arising from any accident,
injury, or damage whatsoever, however caused, to any person or persons, or to
the property of any person, persons, corporation or corporations, occurring
during the lease on, in, or about the Premises or on or about the designated
area and from and against all costs, attorneys' fees, expenses and liabilities
incurred in or about any such claim or any action or proceeding brought thereon;
and in case any such action or proceeding be brought against LANDLORD by reason
of any claim. TENANT, on notice from LANDLORD, shall resist or defend such
action or proceeding.

                                  HOLDING OVER

     15.1 Holding Over. Any holding over after the expiration of this lease, for
whatever reason, shall be construed to created a tenancy from month to month at
the rent herein reserved, prorated on a monthly basis, and such tenancy shall
otherwise be subject to the terms and conditions set forth in this lease.

                                     NOTICE

     16.1 Notice. All notices required or agreed to be given hereunder by either
party shall be in writing and sent postage prepaid, certified or registered
mail, return receipt requested to the addresses set forth in the Lease Schedule
attached as Exhibit A, as may be changed by written notice in accordance
herewith.

                       ESTOPPEL, ATTORNMENT, SUBORDINATION

     17.1 Estoppel Certificate. Within twenty (20) days after request therefor
by LANDLORD, or in the event that upon any sale, assignment or hypothecation of
the Premises and/or the land thereunder by LANDLORD, an estoppel certificate
shall be required from TENANT, TENANT agrees to deliver in recordable form a
certificate to any proposed mortgagee or purchaser, or to LANDLORD, certifying
that TENANT is in possession of the Premises, has unconditionally accepted the
same



<PAGE>

and is currently paying the rents reserved herein; that this lease is unmodified
and in full force and effect (or if there have been modifications, that the
lease is in full force and effect as modified and state the modifications) and
that there are no defaults by LANDLORD therein and no defenses or offsets
thereto, or stating those claimed by TENANT.

     17.2 Attornment/Non-Disturbance/Surbordination. In the event any
proceedings are brought for the foreclosure of, or in the event of exercise of
the power of sale under any mortgage made or other sale by the Landlord covering
the Premises, or in the event of transfer by deed in lieu of foreclosure, or by
any other manner, the TENANT shall attorn to the purchaser or transferee upon
any such foreclosure or sale or transfer and recognize such purchaser or
transferee shall not disturb Tenant's possession so long as TENANT is not in
default under the terms of this lease. Subject to the foregoing condition of
non-disturbance, the lease will be subordinate to the lien resulting from any
other method of financing or refinancing, now or hereafter in force against the
land the buildings of which the Premises are a part or upon any buildings
hereafter placed upon the land of which the Premises are a part, and to all
advances made or hereafter to be made upon the security thereof. This section
shall be self-operative and no further instrument of subordination shall be
required by any mortgage.

     The TENANT, upon request of any party in interest, shall execute promptly
such instruments or certificates to carry out the intent of attornment and
subordination and non-disturbance above as shall be reasonably requested by
LANDLORD.

                             RIGHT OF FIRST REFUSAL

     18.1 Right of First Refusal. In the event that LANDLORD or any successor in
interest to the LANDLORD elects to sell the property on which the Premises is
located to any person other than the TENANT, the LANDLORD shall give TENANT
written notice of any bona fide offer (and a written copy thereof executed by
the offeror it deems acceptable) and TENANT shall have thirty (30) business days
from receipt of such notice to notify LANDLORD, or its successor in interest,
that TENANT will purchase the Premises on the same terms and conditions set
forth in the offer. This right shall continue to exist during the term of this
Lease, and any renewal thereof.

                                  MISCELLANEOUS

     19.1 Law/Construction. The laws of the State of North Carolina shall govern
the validity, performance and enforcement of this lease. The headings of the
several sections and paragraphs contained herein are for convenience only and do
not define, limit or construe the contents of such sections and paragraphs.

     19.2 Benefit. The covenants, agreements and obligations herein contained,
except as herein otherwise specifically provided, shall extend to, bind and
inure to the benefit of the parties hereto and their respective personal
representative, heirs, successors and assigns.

     19.3 Exclusive. So long as the TENANT shall not be in default under the
terms of this lease, LANDLORD covenants and agrees that the TENANT shall have
the sole and exclusive right to conduct an Eye Care Practice upon the property
and LANDLORD shall not allow or permit any other TENANT upon the property to
conduct an Eye Care Practice in competition with the TENANT. For purposes
herein, the term "Eye Care Practice" includes the practice of optometry,
ophthalmology, and the provision of optician services, including but not limited
to prescribing


<PAGE>

and interpreting prescriptions, fitting glasses, servicing glasses, prescribing
and performing medical treatment for diseases and illnesses of the eyes, fitting
frames, compounding and fabricating lens and frames, and any devices used for
the correction of vision, and the fitting and retail sale of contact lens,
frames, eye wear, solutions and incidentals thereto.

     19.4 Nonwaiver. A waiver of any covenant, term or condition of this lease
by either party shall not be construed as a waiver of a subsequent breach of the
same covenant, term or condition. The consent or approval by either party to or
of any act by the other party requiring such consent or approval shall not be
deemed to waive or render unnecessary consent to or approval of any subsequent
similar act.

     19.5 Recording. Neither party shall record this lease without the written
consent of other; provided, however, upon the request of and expense of either
party hereto, the other party shall join in the execution of a statutory
memorandum of this lease for purposes of recordation.

     19.6 Entire Agreement. This lease contains all of the agreements and
conditions made between the parties hereto and be modified or amended only by an
agreement in writing signed by all the parties hereto or their respective
successors in interest.

     IN WITNESS WHEREOF, the parties hereto have executed this Lease in
accordance with law, this the day and year first above written.


                                TENANT:

                                OPTOMETRIC EYE CARE CENTER , P.A.


                                BY: for D. Blair Harrold /s/ Sam Petteway
                                    -------------------------------------------

ATTEST


/s/ Allan Barker
------------------------
Secretary

(CORPORATE SEAL)

                                 LANDLORD:

                                 /s/ John W. Hearn                        (SEAL)
                                 -----------------------------------------
                                 John W. Hearn

                                 /s/ Betty Hearn                          (SEAL)
                                 -----------------------------------------
                                 Betty Hearn

                                 /s/ Lillie Hearn                         (SEAL)
                                 -----------------------------------------
                                 Lillie Hearn


<PAGE>

NORTH CAROLINA

COUNTY OF UNION



     I, Emmett Surratt, a Notary Public for said county and state hereby certify
that Allan Barker personally came before me this day and acknowledged that he is
___________ Secretary of OPTOMETRIC EYE CARE CENTER, P.A., and that by authority
duly given and as the act of the corporation, the foregoing instrument was
signed in its name by its ________________ President, sealed with its corporate
seal and attested by ______________ self as its _________________ Secretary.

     Witness my hand and official stamp/seal, this 2nd day of January, 1995.


     (OFFICIAL STAMP/SEAL)            /s/ Emma H. Surratt
                                      ------------------------------------------
                                      Notary Public



My Commission Expires:
8-9-97



     NORTH CAROLINA

     Union COUNTY



     I, Emma H. Surratt, a Notary Public for said County and State, do hereby
certify that JOHN W. HEARN personally appeared before me this day and
acknowledged the due execution of the foregoing instrument.

     Witness my hand and official stamp / seal, this the 2nd day of January,
1995.

(OFFICIAL STAMP / SEAL)                    /s/ Emma H. Surratt
                                           ------------------------------------
                                                  Notary Public



My Commission Expires:
8-9-97

<PAGE>


         NORTH CAROLINA

         Union COUNTY



     I, Emma H. Surratt, a Notary Public for said County and State, do hereby
certify that BETTY HEARN personally appeared before me this day and acknowledged
the due execution of the foregoing instrument.

     Witness my hand and official stamp / seal, this the 2nd day of January,
1995.

(OFFICIAL STAMP / SEAL)                    /s/ Emma H. Surratt
                                           ------------------------------------
                                                  Notary Public



My Commission Expires:
8-9-97



         NORTH CAROLINA

         Union  COUNTY



     I, Emma H. Surratt, a Notary Public for said County and State, do hereby
certify that LILLIE HEARN personally appeared before me this day and
acknowledged the due execution of the foregoing instrument.

     Witness my hand and official stamp / seal, this the 2nd day of January,
1995.

(OFFICIAL STAMP / SEAL)                    /s/ Emma H. Surratt
                                           ------------------------------------
                                                  Notary Public



My Commission Expires:
8-9-97










<PAGE>


                                    Exhibit A
                        Lease Schedule to Lease Agreement
                              Dated January 2, 1995
<TABLE>
<CAPTION>

<S>                        <C>
1.  Premises:              Approximately _square feet of space located at 1007 Skyway
                           Drive, Suite A, Monroe, North Carolina, with non-exclusive
                           right of parking and ingress and egress to the Lease
                           premises.

2.  Initial Term:          The term of the Lease shall begin on January 2, 1995 and
                           shall end at midnight on the 31st day of December, 2001.

3.  First Renewal Term:    The Tenant shall have the right to have the option to renew
                           this lease for a term commencing January 1, 2002 and ending
                           on December 31, 2006.

4.  Second Renewal Term:   The Tenant shall have the right to have the option to renew
                           this lease at the expiration of the First Renewal Term for
                           an additional term commencing January 1, 2007 and ending on
                           December 21, 2011.

5.  Base Rent:             The sum of $45,600.00 per year payable in 12 monthly
                           installments of $3,800.00 per month.

6.  Renewal Rent:          The sum of $48,450.00 per year payable in 12 monthly
    (First Renewal Term)   installments of $4,037.50 per month.

7.  Renewal Rent:          The sum of $51,480.00 per year payable in 12 monthly
    (Second Renewal Term)  installments of $4,290.00 per month.

8.  Other Term:            __________________________________________________________

                           __________________________________________________________

                           __________________________________________________________
</TABLE>


     IN WITNESS WHEREOF, the parties have executed this Lease Schedule, this the
2nd day of January, 1995.

<PAGE>

ADDRESS:                            LANDLORD:


----------------------              /s/ John W. Hearn              (SEAL)

----------------------              --------------------------------
                                    John W. Hearn




----------------------              /s/ Betty Hearn                (SEAL)

----------------------              -------------------------------
                                    Betty Hearn






----------------------              /s/ Lillie Hearn               (SEAL)

----------------------              -------------------------------
                                    Lillie Hearn


                                    TENANT:

                                    OPTOMETRIC EYE CARE CENTER, P.A.
Post Office Box 7189
Rocky Mount, NC 27802               By: for D. Blair Harrold /s/ Sam Petteway
                                       ----------------------------------------

                                    Title:  President            Vice President
                                        ---------------------------------------