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                            ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                               LENS EXPRESS, INC.,

                             SUMMIT TECHNOLOGY, INC.

                                       AND

                        STRATEGIC OPTICAL HOLDINGS, INC.




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                                DATED MAY 4, 2000

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<TABLE>
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<S>     <C>                                                                                                       <C>



                                TABLE OF CONTENTS


1.       Definitions; Interpretation..............................................................................1

         1.1      Definitions.....................................................................................1
         1.2      Interpretation..................................................................................6

2.       Purchase and Sale of Business............................................................................6

         2.1      Purchase and Sale...............................................................................6
         2.2      Assumed Liabilities.............................................................................7
         2.3      Excluded Liabilities............................................................................8

3.       Payment..................................................................................................8

         3.1      Purchase Price, Payment on the Closing Date.....................................................8
         3.2      Allocation of Purchase Price....................................................................9
         3.3      Purchase Price Adjustment.......................................................................9

4.       The Closing.............................................................................................10

         4.1      The Closing....................................................................................10
         4.2      Seller's Deliveries............................................................................10
         4.3      Buyer's Deliveries.............................................................................11
         4.4      Further Assurances.............................................................................12

5.       Representations and Warranties of Seller................................................................12

         5.1      Corporate Status...............................................................................12
         5.2      Corporate Authority............................................................................12
         5.3      Non-Contravention, Approvals and Consents......................................................13
         5.4      Transferred Assets.............................................................................13
         5.5      Changes........................................................................................13
         5.6      Taxes..........................................................................................15
         5.7      Employee Benefit Plans.........................................................................15
         5.8      Litigation.....................................................................................17
         5.9      Brokers........................................................................................17
         5.10     Intellectual Property..........................................................................17
         5.11     Agreements.....................................................................................18
         5.12     Leases, Other Real Property....................................................................19
         5.13     Financial Statements...........................................................................19
         5.14     Compliance with Laws...........................................................................20
         5.15     Environmental Compliance.......................................................................20
         5.16     Condition of Transferred Assets................................................................20
         5.17     Insurance......................................................................................20
         5.18     Inventories....................................................................................21
         5.19     Accounts Receivable............................................................................21
         5.20     Labor Matters, etc.............................................................................21
         5.21     Limitation on Representations and Warranties...................................................21

6.       Representations and Warranties of Buyer.................................................................22

         6.1      Corporate Status...............................................................................22
         6.2      Corporate Authority............................................................................22
         6.3      Non-Contravention..............................................................................22
         6.4      Brokers........................................................................................23
         6.5      Litigation.....................................................................................23
         6.6      Financial Statements...........................................................................23
         6.7      Capitalization.................................................................................23
         6.8      Subsidiaries...................................................................................24
         6.9      Valid Issuance of Securities...................................................................24
         6.10     Financing......................................................................................24
         6.11     Buyer's Business...............................................................................24
         6.12     Limitation on Representations and Warranties...................................................24

7.       Interim Covenants of Seller.............................................................................25

         7.1      Operation of the Business......................................................................25
         7.2      Application for Regulatory Consent and Licenses................................................26
         7.3      Access to Facilities, Files and Records........................................................26
         7.4      Notice of Proceedings..........................................................................27
         7.5      Hart-Scott-Rodino Filing.......................................................................27
         7.6      Reasonable Commercial Efforts..................................................................27
         7.7      Notification of Certain Matters................................................................27
         7.8      Transfers......................................................................................27
         7.9      No Solicitation................................................................................27
         7.10     Fiduciary Out..................................................................................28

8.       Interim Covenants of Buyer..............................................................................29

         8.1      Application for Regulatory Consent and Licenses................................................29
         8.2      Notice of Proceedings..........................................................................29
         8.3      Hart-Scott-Rodino Filing.......................................................................29
         8.4      Reasonable Commercial Efforts..................................................................29
         8.5      Notification of Certain Matters................................................................30

9.       Conditions Precedent to Buyer's Obligations.............................................................30

         9.1      Representations, Warranties and Covenants......................................................30
         9.2      Proceedings....................................................................................31
         9.3      Regulatory Approvals...........................................................................31
         9.4      Hart-Scott-Rodino..............................................................................31
         9.5      Deliveries, Release of Liens...................................................................31
         9.6      Consents to Assignment of Leases...............................................................31
         9.7      Opinion of Counsel to the Company and Summit...................................................31
         9.8      Financing......................................................................................31

10.      Conditions Precedent to Sellers' Obligations............................................................31

         10.1     Representations, Warranties and Covenants......................................................31
         10.2     Proceedings....................................................................................32
         10.3     Hart-Scott-Rodino..............................................................................32
         10.4     Deliveries.....................................................................................32
         10.5     Opinion of Counsel to Buyer....................................................................32

11.      Certain Post-Closing Matters............................................................................32

         11.1     Access to Records, Information and Personnel...................................................32
         11.2     Insurance......................................................................................33
         11.3     Books and Records..............................................................................33
         11.4     Taxes..........................................................................................33
         11.5     Employee and Employee Benefits.................................................................34
         11.6     Covenant Not to Compete........................................................................35
         11.7     Post Closing Confidentiality...................................................................35

12.      Indemnification.........................................................................................36

         12.1     By Seller......................................................................................36
         12.2     By Buyer.......................................................................................37
         12.3     Entitlement to Indemnification, Exclusivity....................................................38
         12.4     Notice and Defense of Claims...................................................................38
         12.5     Survival of Representations and Warranties.....................................................40
         12.6     Limitations on Parties' Right to Indemnification...............................................40
         12.7     Special Indemnity..............................................................................41

13.      Termination.............................................................................................41

         13.1     Termination....................................................................................41
         13.2     Effect of Termination..........................................................................42

14.      Miscellaneous...........................................................................................42

         14.1     Amendment and Modification, Waiver of Provisions...............................................42
         14.2     Expenses.......................................................................................43
         14.3     Successors and Assigns; Assignments............................................................43
         14.4     Confidentiality, Public Announcement...........................................................43
         14.5     Notices........................................................................................44
         14.6     No Third Parties Benefited.....................................................................45
         14.7     Law Governing..................................................................................45
         14.8     Counterparts...................................................................................45
         14.9     Severability...................................................................................45
         14.10    Entire Agreement...............................................................................45
         14.11    Construction...................................................................................45
         14.12    Consent to Jurisdiction........................................................................46
         14.13    Waiver of Jury Trial...........................................................................46
         14.14    Supplements to Disclosures.....................................................................46
</TABLE>
Disclosure Schedules

Schedule 1.1.7(a)   Payor Contracts
Schedule 1.1.7(b)   Provider Contracts
Schedule 1.1.7(c)   Miscellaneous Contracts
Schedule 1.1.18     Employees
Schedule 1.1.20     Excluded Assets
Schedule 1.1.22     Financial Statements
Schedule 1.1.34     Leases
Schedule 1.1.41     Personal Property
Schedule 2.3        Excluded Liabilities
Schedule 3.2        Allocation
Schedule 4.2(g)     Required Consents
Schedule 5.3(a)     Seller's Consents
Schedule 5.4        Transferred  Assets
Schedule 5.5        Changes
Schedule 5.6        Taxes
Schedule 5.7        Employee Benefit Plans
Schedule 5.8        Litigation (Seller)
Schedule 5.10       Owned Intellectual Property
Schedule 5.11(a)    Affiliate Agreements
Schedule 5.11(b)    Contracts
Schedule 5.13       Undisclosed Liabilities
Schedule 5.14       Compliance  with Laws
Schedule 5.17       Insurance
Schedule 6.3        Buyer's Consents
Schedule 6.5        Litigation (Buyer)
Schedule 6.6        Financial Statements of Buyer
Schedule 7.1        Operation of Business
Schedule 11.5(b)    Assumed Employee Benefit Plans

Exhibits

Exhibit A.......    Assignment and Assumption Agreement
Exhibit B.......    Bill of Sale
Exhibit C.......    SOH Stockholders' Agreement
Exhibit D.......    SOH Registration Rights Agreement
Exhibit E.......    Opinion of Counsel to the Company and Summit


<PAGE>





         THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of this 4th
day of May,  2000,  by and between LENS  EXPRESS,  INC.,  a Florida  corporation
("Seller"  and  the  "Company"),   SUMMIT  TECHNOLOGY,   INC.,  a  Massachusetts
corporation  and,  directly  or  indirectly,  the owner of all of the issued and
outstanding capital stock of Seller ("Summit"),  and STRATEGIC OPTICAL HOLDINGS,
INC., a Delaware corporation ("Buyer").

                              Background Provisions

         A........Seller is engaged in the Business (as defined below).

         B........Buyer  wishes to  purchase  from  Seller and Seller and Summit
wish that  Seller  shall sell to Buyer,  such  Business in  accordance  with the
provisions set forth herein.

         NOW  THEREFORE,  in  consideration  of and  subject  to the  terms  and
conditions hereof, and intending to be legally bound hereby,  Seller, Summit and
Buyer hereby agree as follows:

1.       Definitions; Interpretation.

1.1      Definitions.  The following terms, as used herein, have the following
meanings:


1.1.1  "Accountants"  shall  mean  Arthur  Andersen  LLP or  another  nationally
recognized accounting firm mutually designated by Buyer and Seller.

1.1.2  "Affiliate"  shall mean,  with  respect to any Person,  any other  Person
directly or indirectly  controlling,  controlled by or under common control with
such other Person.  For purposes of this definition,  "control"  (including with
correlative  meaning, the terms "controlled by" and "under common control with")
as used with respect to any Person  shall mean (a) the  ownership of 50% or more
of the voting  securities  or other voting  interests of any Person,  or (b) the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of management and policies of such Person,  whether through  ownership
of voting securities, by contract or otherwise.

1.1.3 "Agreement" shall mean this Asset Purchase  Agreement and all exhibits and
schedules  attached  hereto,  as the same may be  amended  from  time to time in
accordance with the provisions hereof.

1.1.4  "Applicable  Law"  shall  mean  all  applicable  provisions  of  all  (i)
constitutions,  treaties,  statutes,  laws  (including  the common law),  rules,
regulations,  ordinances,  by-laws, codes or orders of any Regulatory Authority,
(ii)   Governmental   Approvals   and  (iii)  orders,   decisions,   directives,
injunctions,  judgments,  awards, decrees of, requirements of or agreements with
any Governmental Authority.

1.1.5    "Asserting Party" shall have the meaning set forth in Section 12.4(a).

1.1.6  "Assignment  and  Assumption  Agreement"  shall mean the  Assignment  and
Assumption  Agreement  between  Buyer and  Seller in  substantially  the form of
Exhibit A - Assignment and Assumption Agreement attached hereto.

1.1.7  "Assumed  Contracts"  shall mean,  as of the date hereof,  the  following
contracts relating to the Business to which Seller is a party: (a) the contracts
set forth on Schedule 1.1.7(a) - Payor Contracts;  (b) the contracts referred to
on Schedule  1.1.7(b) - Provider  Contracts;  and (c) the contracts set forth on
Schedule 1.1.7(c) - Miscellaneous Contracts.

1.1.8    "Assumed Liabilities" shall have the meaning set forth in Section 2.2.

1.1.9 "Bill of Sale" shall mean the Bill of Sale and  Assignment  from Seller to
Buyer, in substantially the form of Exhibit B - Bill of Sale attached hereto.

1.1.10  "Books and  Records"  shall mean all Seller's  books,  manuals and other
similar  materials of any kind relating to the  Transferred  Assets,  whether in
documentary form or on microfilm,  microfiche,  magnetic tape,  computer disk or
other form.

1.1.11  "Business"  shall mean the  business  carried on by Seller  from time to
time,  including the sale and distribution,  by Seller or any of its Affiliates,
of contact  lenses and  related  products,  and all  businesses  and  activities
ancillary thereto and including all rights, agreements and arrangements relating
to Managed Vision  Limited,  a Florida limited  partnership,  and Managed Vision
Inc., a Florida corporation.

1.1.12  "Business Day" shall mean any day other than a day on which the New York
Stock Exchange is closed.

1.1.13 "Closing" and "Closing Date" shall have the meanings set forth in Section
4.1.

1.1.14 "Code" shall mean the Internal Revenue Code of 1986, as amended,  and the
rules and regulations promulgated thereunder.

1.1.15   "Commitment Letter" shall have the meaning set forth in Section 6.10.

1.1.16   "Defending Party" shall have the meaning set forth in Section 12.4(a).


1.1.17 "Employee  Benefit Plans" shall include pension and profit sharing plans,
retirement and post  retirement  welfare  benefits,  health  insurance  benefits
(medical, dental and vision), disability, life and accident insurance,  sickness
benefits,  vacation,  employee  loans  and  banking  privileges  and any  bonus,
incentive, deferred compensation, stock purchase, stock option, phantom stock or
other equity-based  severance,  employment,  change of control or fringe benefit
plan,  program or agreement  (whether  written or oral),  including any employee
benefit plans as defined in Section 3.3 of ERISA.

1.1.18 "Employees" shall mean the individuals employed by Seller or an Affiliate
of Seller who are engaged in the Business  (including those  individuals who are
on temporary leave for medical,  family,  military,  personal or other reasons).
Schedule 1.1.18 - Employees lists the Employees as of April 25, 2000.

1.1.19 "ERISA" shall mean the Employee  Retirement  Income Security Act of 1974,
as amended.

1.1.20  "Excluded  Assets" shall mean the assets of Seller specified on Schedule
1.1.20 - Excluded Assets.

1.1.21   "Excluded Liabilities" shall have the meaning set forth in Section 2.3.

1.1.22 "Financial  Statements" shall mean the unaudited financial  statements of
Seller  for the three (3) months  ended  April 2, 2000 (the  "April 2  Financial
Statements"),  and the audited  financial  statements  of Seller for each of the
twelve (12) months  ended  December  31, 1998 and  December  31, 1999 (the "1999
Financial Statements"), respectively, a copy of each of which is attached hereto
as Schedule 1.1.22 - Financial Statements.

1.1.23 "GAAP" shall mean United States generally accepted accounting principles,
as in effect from time to time.

1.1.24  "Governmental  Approval"  shall mean all  material  approvals,  permits,
qualifications,   authorizations,   licenses,   franchises,   consents,  orders,
registrations  or other  approvals of all  Regulatory  Authorities  necessary in
order to permit Seller to carry on the Business.

1.1.25 "HSR Act" shall mean the Hart-Scott-Rodino  Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.

1.1.26  "Indemnified  Buyer  Claims" shall have the meaning set forth in Section
12.1.

1.1.27  "Indemnified  Buyer  Party"  shall have the meaning set forth in Section
12.1.

1.1.28  "Indemnified  Seller Claims" shall have the meaning set forth in Section
12.2.

1.1.29  "Indemnified  Seller  Party" shall have the meaning set forth in Section
12.2.

1.1.30  "Intellectual  Property"  shall mean any and all: (a) patents and patent
applications,  patent disclosures awaiting filing determination,  inventions and
improvements thereto; (b) trademarks,  service marks, certification marks, trade
names, trade dress,  domain names, logos,  business and product names,  slogans,
and  registrations  and applications for  registration  thereof;  (c) copyrights
(including  software) and  registrations  and Internet Web sites and the content
thereof; (d) inventions,  processes, designs, formulae, trade secrets, know-how,
industrial  models,  confidential  and  technical  information,   manufacturing,
engineering and technical  drawings,  product  specifications  and  confidential
business  information;  (e) mask work and other  semiconductor  chip  rights and
registrations  thereof, if any; (f) intellectual  property rights similar to any
of the foregoing; (g) Software, if any; (h) licenses of any of the foregoing and
(i)  copies  and  tangible  embodiments  thereof  (in  whatever  form or medium,
including electronic media).

1.1.31  "Intellectual  Property  Assets"  shall  have the  meaning  set forth in
Section 5.10.

1.1.32  "Knowledge" shall mean, with respect to Seller,  the actual knowledge of
one or more of Peter Litman,  James Lightman,  Robert Kelly,  Robert  Palmisano,
Menderes Akdag, Brian O'Neill and Harvey Berkowitz.

1.1.33 "Leased  Premises" shall mean the offices and other facilities  leased by
Seller or any of its  Affiliates  pursuant to the Leases and used in  connection
with the Business.

1.1.34  "Leases"  shall mean the real  property  leases  and  rental  agreements
(including  subleases),  as  amended,  entered  into with  respect to the Leased
Premises, as set forth on Schedule 1.1.34 - Leases.

1.1.35  "Lien"  shall  mean any  lien,  pledge,  charge,  encumbrance,  security
interest,  mortgage,  deed of trust, lease, option or other adverse claim of any
kind or description.

1.1.36  "Material  Adverse  Effect"  shall mean,  with  respect to Seller or the
Business,  (i) a material  adverse effect on Seller's  ability to consummate the
transactions contemplated by this Agreement and the other Transaction Documents,
or (ii) a  material  adverse  effect on the  business,  financial  condition  or
operations of the Business  taken as a whole.  "Material  Adverse  Effect" shall
mean, with respect to Buyer, (i) a material adverse effect on Buyer's ability to
consummate  the  transactions  contemplated  by this  Agreement  and  the  other
Transaction  Documents,  or (ii) a  material  adverse  effect  on the  business,
financial  condition or results of operations of the Buyer's business taken as a
whole.

1.1.37  "Non-Third  Party  Claims"  shall have the  meaning set forth in Section
12.4(b).

1.1.38 "Owned Intellectual Property" shall have the meaning set forth in Section
5.10.

1.1.39  "Permitted  Liens"  shall  mean (a) any  Liens for Taxes not yet due and
payable or being contested by Seller or any Affiliate of Seller in good faith by
appropriate  proceedings and for which  appropriate  reserves in accordance with
GAAP have been established on the Financial Statements, (b) Liens resulting from
a filing by a lessor as a precautionary  filing for a true lease,  (c) customary
landlord's Liens under Leases and (d) any other customary  encumbrance affecting
any asset which does not materially  impede or otherwise affect the ownership or
operation of such asset.

1.1.40  "Person"  shall mean any  individual,  corporation,  partnership,  joint
venture,  association,  joint stock company,  limited liability company,  trust,
unincorporated organization or government or any agency or political subdivision
thereof.

1.1.41  "Personal  Property"  shall mean all  personal  property  and  leasehold
improvements  leased by or owned by Seller or any Affiliate of Seller as part of
the Business as of the date hereof, less any items sold or otherwise disposed of
plus new items acquired, leased or obtained by Seller or such Affiliate, in each
case,  in the ordinary  course of the Business  consistent  with past  practices
through the close of business on the Closing  Date.  Schedule - 1.1.41  Personal
Property lists all Personal Property as of April 28, 2000.

1.1.42 "Pre-Closing  Period" shall mean any taxable year or period (or a portion
thereof)  ending on or prior to the  Closing  Date.  Taxes  with  respect to any
period that begins  before and ends after the Closing Date shall be allocated to
the Pre-Closing  Period (i) on a per diem basis in the case of real and personal
property  Taxes and (ii) on the basis of an interim  closing of the books at the
end of the Closing Date in the case of all other Taxes.

1.1.43   "Purchase Price" shall have the meaning set forth in Section 3.1.

1.1.44  "Regulatory  Authority"  shall mean any federal,  state,  local or other
government authority or instrumentality, domestic or foreign.

1.1.45 "Software" shall mean the following: (a) computer software and subsequent
versions  thereof  developed  or  currently  being  developed  by  Seller or any
Affiliate of Seller or acquired or licensed  from third  parties and used in the
Business,  including  without  limitation,  source code,  object code,  objects,
comments,  screens,  and user  interfaces;  and (b) all files,  data  materials,
manuals,  design  notes and other  items and  documentation  related  thereto or
associated therewith.

1.1.46 "SOH Common Stock" shall have the meaning set forth in Section 3.1.

1.1.47 "SOH  Registration  Rights Agreement" shall have the meaning set forth in
Section 3.1.

1.1.48   "SOH Stockholders' Agreement" shall have the meaning set forth in
Section 3.1.

1.1.49  "Supplies"  shall mean all supplies and inventory owned by Seller or any
Affiliate  of Seller as part of the  Business  as of the date  hereof,  less any
items sold or consumed plus new items acquired or obtained,  in each case in the
ordinary course of the Business consistent with past practices through the close
of business on the Closing Date.

1.1.50 "Tax" shall mean all taxes,  charges,  fees,  levies or other assessments
(including without  limitation,  income,  gross receipts,  gains,  transfer,  ad
valorem,  value added,  excise,  property,  sales, use,  production,  recording,
license,  payroll,  transfer,  net  worth,  capital,  business  and  occupation,
disability,  employment  severance,  franchise or  withholding  taxes),  imposed
(whether  directly or by withholding)  by any Regulatory  Authority and includes
any estimated  tax,  assessment  interest and  penalties  (civil or criminal) or
additions to tax. It shall  include any  obligations  of a Person in  connection
with or related to any tax sharing or similar  arrangements  between such Person
and any other Person.

1.1.51 "Tax Returns" shall mean any report, return,  schedule,  form, attachment
or other  information  required to be supplied to a  Regulatory  Authority  by a
Person in connection with Taxes including, where permitted or required, combined
or  consolidated  returns for any group of entities that includes such Person or
any Affiliate of Such Person.

1.1.52 "Third Party Claim" shall have the meaning set forth in Section 12.4(a).

1.1.53  "Transaction  Documents"  shall mean this Agreement,  the Assignment and
Assumption Agreement,  the Bill of Sale, the SOH Stockholders' Agreement and the
Registration Rights Agreement and all other documents required to give effect to
the transactions contemplated hereby.

1.1.54   "Transferred Assets" shall have the meaning set forth in Section 2.1.

1.1.55 "WARN Acts" shall mean the Worker Adjustment and Retraining  Notification
Act, 29 U.S.C.  ss. 2 101 et seq., and its  corresponding  regulations,  and any
similar state law, rule or  regulation  or local  ordinance,  rule or regulation
providing for notification to employees affected by a closing,  relocation, sale
of a business, mass layoff or similar event.

1.2  Interpretation.  The headings  preceding  the text of  Articles,  Sections,
subsections,   Exhibits  and  Schedules  included  in  this  Agreement  are  for
convenience  only and shall not be deemed part of this Agreement or be given any
effect in  interpreting  this  Agreement.  The use of the terms  "including"  or
"include"  shall,  in all  cases,  mean  "including,  without  limitation,"  and
"include, without limitation," respectively.  The use of the masculine, feminine
or neuter gender herein shall, as applicable, also refer to the other gender(s).
Except as the context  otherwise  requires,  the use of the singular form of any
term  shall  also  refer to the  plural,  and vice  versa.  Unless  the  context
otherwise  requires,  whenever  the terms  "hereto,"  "hereunder,"  "herein"  or
"hereof" are used in this Agreement,  such terms shall be construed as referring
to this  Agreement and  references  to  "Articles,"  "Sections,"  "subsections,"
"paragraphs," "subparagraphs," "clauses," "Schedules," "Exhibits" and "Recitals"
shall be construed as referring to those of this Agreement.

2.       Purchase and Sale of Business.

2.1      Purchase and Sale.

(a) Seller agrees to sell,  assign,  transfer and convey to Buyer or cause to be
sold, assigned, transferred and conveyed to Buyer, and Buyer agrees to purchase,
acquire and accept from Seller, at the Closing, all rights, titles and interests
in, to and under  all of the  properties,  assets,  rights,  licenses,  permits,
Governmental  Approvals,  claims and  contracts  of every  kind,  character  and
description owned or leased by Seller or any of its Affiliates,  or used or held
for use by Seller or any of its  Affiliates,  primarily in  connection  with the
Business,  as the same may exist on the Closing Date, whether real,  personal or
mixed,  tangible or intangible  (including  goodwill),  and whether now owned or
hereafter acquired, including all assets reflected on the Closing Balance Sheet,
less the Excluded Assets (the  "Transferred  Assets").  The  Transferred  Assets
shall include the following:

(i)      all rights and interests of Seller and its Affiliates in and to the
Personal Property;

(ii)     all assignable rights and interests of Seller and its Affiliates in
and to the Assumed Contracts;

(iii)    all assignable rights and interests of Seller and its Affiliates in
and to the Leases;

(iv)     the Books, and Records;

(v)      all assignable rights and interests of Seller and its Affiliates in
and to the Intellectual Property Assets;

(vi)     all rights and interests of Seller and its Affiliates in and to the
Supplies; and

(vii)    all rights and interests of Seller and its Affiliates in and to the
accounts receivable of the Business.

(b) To the extent  that the sale,  conveyance,  transfer  or  assignment  of any
agreement, lease, license, contract or other document or instrument requires the
consent  of any person or entity  other  than  Buyer,  Summit,  or Seller,  this
Agreement  shall not  constitute  an agreement to effect such sale,  conveyance,
transfer or  assignment  if such action would  constitute a breach  thereof.  If
Seller is unable to obtain any of the  consents  set forth on Schedule  5.3(a) -
Seller's  Consents,  the Closing shall  nevertheless take place if such consents
set forth on  Schedule  5.3(a) - Seller's  Consents,  that Buyer is unable so to
obtain prior to the Closing shall relate to such agreements,  licenses,  leases,
contracts and other Transferred Assets that,  individually and in the aggregate,
are not  material  to the  Business  or the  Transferred  Assets as a whole,  as
determined by Buyer in its  reasonable  discretion.  In the event that Seller is
unable to obtain any consent to the assignment of any agreement, lease, license,
contract or other document or instrument and the Closing takes place, Seller and
Summit  shall  take all  reasonable  action  requested  by Buyer to secure  such
consents  after the Closing or  otherwise  to transfer to Buyer the  benefits of
such agreements, licenses, leases, contracts, documents or instruments.

2.2 Assumed  Liabilities.  Subject to the terms and conditions set forth in this
Agreement, from and after the Closing Date, Buyer shall assume and agree to pay,
perform and discharge the following  obligations,  in each case whether arising,
accruing or occurring before, on or after the Closing Date,  (collectively,  the
"Assumed Liabilities"): all liabilities and obligations of every kind, nature or
description of Seller, whether known or unknown, absolute,  accrued,  contingent
or  otherwise  and  whether  due or to  become  due,  except  for  the  Excluded
Liabilities.  Nothing  contained in this  Agreement  shall require Buyer to pay,
perform or discharge any of the Assumed  Liabilities so long as it shall in good
faith contest or cause to be contested the amount or validity  thereof and shall
have indemnified and have held harmless Seller and Summit with respect thereto.

2.3 Excluded Liabilities.  Notwithstanding anything to the contrary set forth in
this Agreement,  Buyer shall not assume or be responsible for any liabilities or
obligations  of Seller or any of its  Affiliates of any kind,  known or unknown,
contingent  or  otherwise,  other  than  the  Assumed  Liabilities  (all of such
liabilities  or  obligations  for which Buyer is not assuming any  liability are
referred to  collectively  herein as the  "Excluded  Liabilities").  The parties
agree that the Excluded  Liabilities  shall be (1) any and all  liabilities  for
Taxes of Seller or any of its Affiliates and any and all  liabilities  for Taxes
in respect of, or relating  to, the Business or the  Transferred  Assets for any
Pre-Closing  Period,  (2) any and all liabilities  arising out of or relating to
(x) any  Employee  Benefit Plan not set forth on Schedule  11.5(b),  and (y) any
Employee Benefit Plan set forth on Schedule 11.5(b) to the extent such liability
or obligation is accrued as of the Closing Date,  but is not reserved for on the
Closing Balance Sheet or otherwise matched by a dedicated asset for such purpose
held by any such  Employee  Benefit  Plan or  reflected  on the Closing  Balance
Sheet, (3) any and all obligations, liabilities or responsibilities of Seller or
any of its Affiliates  arising out of or relating to the breach by Seller or any
of its Affiliates of all indebtedness for borrowed money of Seller or any of its
Affiliates,  (4) any obligations or liabilities  with respect to  gross-payments
pursuant to Section 2 of the Severance Agreement,  dated August 4, 1998, between
Menderes Akdag and Seller and (5) any obligations,  liability or  responsibility
set forth on Schedule 2.3 hereto.

3.       Payment.

3.1      Purchase Price, Payment on the Closing Date.


(a)      Cash Payment.  On the Closing Date (by Noon, Eastern time), Buyer shall
pay to Seller $31,000,000, to an account designated by Seller, by fedwire
transfer in immediately available U.S. dollars (the "Cash Purchase Price").

(b) Equity  Payment.  On the Closing Date (by Noon,  Eastern time),  Buyer shall
deliver to Seller,  21,563  shares of the  Buyer's  Common  Stock,  representing
approximately  9.7% of the  fully-diluted  Common  Stock of Buyer,  after giving
effect to the  transactions  contemplated  hereby (the "SOH Common  Stock") (the
"Stock Purchase  Price,"  together with the Cash Purchase  Price,  the "Purchase
Price") and Summit shall execute and deliver to Buyer a Stockholders'  Agreement
(the "SOH  Stockholders'  Agreement") in the form attached  hereto as Exhibit C,
and a Registration Rights Agreement (the "SOH Registration Rights Agreement") in
the form attached hereto as Exhibit D.

3.2 Allocation of Purchase Price. The Purchase Price for the Transferred  Assets
and the Assumed Liabilities shall be allocated,  for Tax purposes,  as set forth
on Schedule 3.2 - Allocation hereto. Neither Buyer nor Seller shall file any Tax
Returns  (including  filing of  Internal  Revenue  Service  Form  8594) or, in a
judicial or  administrative  proceeding,  assert or maintain  any Tax  reporting
position that is inconsistent with this Agreement or the allocation agreed to in
accordance with this Agreement, unless required to do so by Applicable Law.

3.3      Purchase Price Adjustment.


(a) Within ninety (90) days after the Closing Date,  the Buyer shall prepare and
deliver  to Seller (i) an audited  balance  sheet of the  Company as of the time
immediately preceding the Closing,  prepared in accordance with GAAP, applied on
a basis  consistent with the  preparation of the 1999 Financial  Statements (the
"Closing  Balance  Sheet");  provided,  however,  that the Closing Balance Sheet
shall (u) include the effect of paying off indebtedness  and  distributing  cash
pursuant  to Section  7.1(b) or  otherwise,  (v)  include a $50,000  reserve for
returns,  (w) not include any liability  for Taxes  accrued for any  Pre-Closing
Period, (x) include a reserve for liabilities  associated with Seller's "new and
fresh"  program,  determined  in  accordance  with the  methodology  utilized in
establishing such reserve on the 1999 Financial Statements,  (y) not include any
Excluded  Asset,  and  (z)  not  include  any  Excluded  Liability  and  (ii)  a
calculation  based on the Closing Balance Sheet of the Company's working capital
(accounts receivable,  inventory,  prepaid expenses,  cash, cash equivalents and
other current assets, less accounts payable,  accrued expenses and other current
liabilities) (the "Closing Working Capital"). In connection with the preparation
of the Closing  Balance  Sheet and Buyer's  calculation  of the Closing  Working
Capital  (collectively,  the  "Closing  Financial  Statements"),  Buyer  and its
authorized  representatives,  upon signing the necessary  accountant's  release,
shall  have the right to  review  the  information  used in the  preparation  of
Seller's historical financial  statements,  including all existing workpapers of
the accountants that audited or reviewed such statements.

(b) The Purchase  Price shall be decreased by the amount by which the $3,939,000
exceeds  Closing  Working  Capital.  If the Closing  Working  Capital  equals or
exceeds  $3,939,000,  there will be no adjustment to the Purchase Price pursuant
to this Section 3.3. Seller and Summit, jointly and severally,  shall pay to the
Buyer the amount of any such  decrease in cash in same day funds within ten (10)
days after the first to occur of the events  described  in the last  sentence of
paragraph  3.3(d)  below , plus  interest  thereon  at the  rate of 10% from the
Closing Date to the date of such payment.

(c) Upon receipt of the Closing  Financial  Statements,  Seller and Summit,  and
their  respective  representatives,  upon  signing  the  necessary  accountant's
release,  shall  have the right to review  the work  papers of the Buyer and its
accountants  utilized in preparing the Closing  Financial  Statements  and other
relevant  documents,   and  to  discuss  related  matters  with  the  Buyer  and
appropriate representatives of its accountants. The Closing Financial Statements
shall be binding on Seller unless  Seller  presents the Buyer within thirty (30)
days after its receipt of the Closing  Financial  Statements with written notice
of disagreement in accordance with Section 3.3(d).

(d) Seller may dispute items reflected on the Closing Financial  Statements only
on the basis  that such  amounts  were not  arrived  at in  accordance  with the
application  of the  principles,  procedures  and  elections  set  forth in this
Section 3.3 or resulted  from  mechanical  errors of  computation.  In the event
Seller so disagrees with any item on the Closing  Financial  Statements,  Seller
shall,  within  30  days  after  receipt  thereof,  give  Buyer  notice  of such
disagreement specifying the items on the Closing Financial Statements in dispute
and setting forth  Seller's  proposed  adjustments.  If Seller and the Buyer are
unable to  resolve  any  disagreement  with  respect  to the  Closing  Financial
Statements  within  15  days  after  the  Buyer  receives  a  timely  notice  of
disagreement,  the  items of  disagreement  alone  shall be  referred  for final
determination to the Accountants.  The Accountants  shall,  within 30 days after
such  submission,  determine and report to the parties upon such disputed  items
and such report  shall be final,  binding  and  conclusive  on the parties  with
respect to such items.  The Closing  Financial  Statements shall be deemed to be
binding on Seller and Buyer upon (i) Seller's  failure to deliver to the Buyer a
notice of  disagreement  within 30 days of its receipt of the Closing  Financial
Statements  prepared by the Buyer, (ii) resolution of any disagreement by mutual
agreement  of the  parties  after a  timely  notice  of  disagreement  has  been
delivered to the Buyer, or (iii)  notification by the Accountants of their final
determination of the items of disagreement submitted to them.

(e)      The fees and disbursements of the Accountants shall be shared equally
between the Buyer and Seller.

4.       The Closing.

4.1 The  Closing.  The  consummation  of the  transactions  provided for in this
Agreement  (the  "Closing")  shall  take  place (a) at the  offices  of  Buyer's
Counsel,  Debevoise & Plimpton,  875 Third Avenue,  New York,  New York, at 9:00
a.m.,  Eastern time, on the fifth  Business Day after the last of the conditions
required  to be  satisfied  or waived  pursuant  to  Articles 9 and 10 is either
satisfied or waived (other than those  conditions that by their nature are to be
satisfied  at  Closing,  but  subject  to the  fulfillment  or  waiver  of those
conditions), or (b) at such other place, time or date as the parties shall agree
upon in writing. The date on which the Closing is to occur is referred to herein
as the "Closing Date." The Closing shall be deemed  effective as of the close of
business on the Closing Date.

4.2      Seller's Deliveries.

         At the Closing, Seller shall deliver to Buyer the following:

(a)      a duly executed Bill of Sale;

(b)      a duly executed Assignment and Assumption Agreement;

(c) certified  copies of resolutions,  duly adopted by the Board of Directors of
Seller,  which  shall be in full  force and  effect at the time of the  Closing,
authorizing the execution,  delivery and performance by Seller of this Agreement
and the consummation of the transactions contemplated hereby,

(d)      the officer's certificate referred to in Section 9.1(c);

(e) UCC termination statements or partial release statements, as appropriate and
necessary to release in full all of the Transferred Assets from the Liens of the
credit facilities to which Seller and the Transferred Assets are bound;

(f)      a duly executed SOH Stockholders' Agreement and SOH Registration Rights
Agreement;

(g)      the consents and approvals listed on Schedule 4.2(g) - Required
Consents;


(h)      a copy of Seller's best estimate of the composition of the Closing
Balance Sheet, prepared in accordance with the methodology set forth in Section
3.3(a); and

(i) such other documents as are reasonably required to be delivered by Seller to
effectuate the transfer of the Transferred  Assets to, and the assumption of the
Assumed Liabilities by, Buyer.

4.3      Buyer's Deliveries.

         At the Closing, Buyer shall deliver to Seller the following:

(a)      the Purchase Price;

(b)      the SOH Common Stock;

(c)      a duly executed Assignment and Assumption Agreement;

(d) certified copies of resolutions, duly adopted by Buyer's Board of Directors,
which shall be in full force and effect at the time of the Closing,  authorizing
the  execution,  delivery and  performance  by Buyer of this  Agreement  and the
consummation  of  the  transactions   contemplated  hereby,   including  without
limitation the issuance of the Shares;

(e)      the officer's certificate referred to in Section 10.1(c); and

(f)      a duly executed SOH Registration Rights Agreement and SOH Stockholders
Agreement;

(g) Such other documents or payments as are reasonably  required to be delivered
or paid by Buyer to effectuate  the transfer of the  Transferred  Assets to, and
the assumption of the Assumed Liabilities by, Buyer.

4.4 Further Assurances. After the Closing Date, each of Summit, Seller and Buyer
shall use reasonable commercial efforts from time to time to execute and deliver
at the request of the other party such  additional  documents and instruments as
may be  reasonably  required to carry out the intent of this  Agreement  and the
transactions  contemplated  hereby,  to  provide  whatever  documents  or  other
evidence of title as may be  reasonably  requested  by Buyer to confirm  Buyer's
ownership of the Transferred  Assets and to provide whatever  documents or other
evidence as may be reasonably  requested by Seller to confirm Buyer's assumption
of the Assumed  Liabilities.  Without  limiting the generality of the foregoing,
after the Closing Date, each of Summit and Seller will use reasonable commercial
efforts  (at  Buyer's  expense)  to ensure  that  Buyer  continues  to enjoy the
benefits of, and has the right to enforce,  any  confidentiality,  standstill or
like  agreement or  arrangement  entered into by Summit or Seller in  connection
with the  possible  sale of the stock or assets of Seller or any other  business
combination involving Seller.

5.       Representations and Warranties of Seller.

         In order to induce Buyer to enter into this Agreement and to consummate
the  transactions  contemplated  hereby,  Seller and Summit each  represents and
warrants to Buyer as follows:

5.1  Corporate  Status.  Each of Summit  and Seller is duly  organized,  validly
existing and in good  standing as a  corporation  under the laws of the state of
its incorporation.  Each of Summit and Seller has the requisite  corporate power
and  authority to own or lease all of its  properties  and assets and to conduct
its businesses as they are now being conducted, except where the failure to have
such  corporate  power or to  conduct  its  business  has not had and  would not
reasonably be expected to have a Material Adverse Effect.

5.2  Corporate  Authority.  Each of Summit and Seller,  as  applicable,  has the
corporate  power and  authority  to execute and deliver this  Agreement  and the
other  Transaction  Documents  to  which  it is a party  and to  consummate  the
transactions   contemplated  hereby  and  thereby.  All  corporate  actions  and
proceedings  necessary  to be taken by or on the part of  Seller or  Summit,  as
applicable,  in  connection  with  this  Agreement  and  the  other  Transaction
Documents and the transactions contemplated hereby and thereby have been or will
prior to the Closing be duly and validly taken.  This Agreement has been, and at
the Closing the other  Transaction  Documents will be, duly and validly executed
and  delivered  by each of Summit  (which is the sole  owner of the  issued  and
outstanding  shares of capital stock of Seller) and Seller,  as applicable,  and
constitute  the  legal,  valid  and  binding  obligation  of each  such  Person,
enforceable  against it in accordance with and subject to their terms, except as
such  enforceability  may be limited by applicable  bankruptcy,  reorganization,
insolvency,  moratorium  or  other  similar  laws  from  time to time in  effect
affecting   creditors'   rights   generally  or  by  principles   governing  the
availability of equitable remedies.

5.3      Non-Contravention, Approvals and Consents.

(a) Neither the,  execution and delivery by Seller or Summit, as applicable,  of
this  Agreement and the other  Transaction  Documents to which it is a party nor
the  consummation  by such Person of the  transactions  contemplated  hereby and
thereby is an event that,  of itself or with the giving of notice or the passage
of time or both,  will (i)  conflict  with the  charter  or bylaws  (or  similar
governing  instruments with different names) of such Person,  (ii) assuming that
the consents and approvals  described in Schedule 5.3(a) - Seller's Consents are
obtained, constitute a violation of, or conflict with or result in any breach of
or any default under, or constitute  grounds for termination or acceleration of,
any material agreement or instrument to which such Person is a party or by which
such Person is, or any of the  Transferred  Assets are,  bound, or result in the
creation of any material Liens upon any of the  Transferred  Assets,  including,
under  any of the  Contracts  or (iii)  assuming  receipt  of the  consents  and
approvals  described  in  Schedule  5.3(a)  -  Seller's  Consents,  violate  any
Governmental  Approval,  material judgment,  decree or order or statute, rule or
regulation applicable to Seller, the Business, or any of the Transferred Assets,
except in the case of clauses (ii) and (iii) above,  for violations,  conflicts,
breaches, defaults or Liens which, either individually or in the aggregate would
not have a Material Adverse Effect.

(b) Except as set forth on Schedule 5.3(a) - Seller's  Consents,  neither Seller
nor any of its Affiliates  nor any of their  respective  officers,  directors or
managing employees is required to obtain any license,  approval or consent from,
or give any notice or make any other  filing  with  respect  to, any  Regulatory
Authority in connection with the consummation of the  transactions  contemplated
by this  Agreement  and the other  Transaction  Documents,  except for licenses,
approvals,  consents,  notices  or filings  the  absence or failure to obtain of
which,  either  individually  or in the  aggregate,  would  not have a  Material
Adverse Effect.

5.4 Transferred  Assets. At Closing,  Seller will have good and marketable title
to or a valid  leasehold  interest in all of the  Transferred  Assets,  free and
clear of any and all Liens,  except for Permitted Liens.  Except as disclosed in
Schedule 5.4 - Transferred  Assets,  the Transferred  Assets,  taken as a whole,
constitute all assets necessary for the continued conduct of the Business as the
Business  has been  conducted  historically  by Seller  and its  Affiliates,  up
through the Closing Date.

5.5      Changes.  Except as disclosed in Schedule 5.5 - Changes, since
December 31, 1999, there has not been:

(a) any change in the assets, liabilities,  financial condition or operations of
Seller or the Business from that reflected in the Financial  Statements,  except
changes  in the  ordinary  course  of the  Business  and  consistent  with  past
practices  that  individually,  or in the  aggregate,  have  not had a  Material
Adverse Effect;

(b)      any damage, destruction or loss, whether or not covered by insurance,
materially and adversely affecting the Business,
properties or financial condition of Seller;

(c)      any waiver or compromise by Seller of a valuable right or of a
material debt owed to it;

(d) any satisfaction or discharge of any lien,  claim, or encumbrance or payment
of  any  obligation  by  Seller,  except  in the  ordinary  course  of  business
consistent  with  past  practices  and  that is not  material  to the  Business,
properties or financial condition of Seller;

(e)      any new material contract or agreement or any material change to a
material contract or agreement by which Seller or any of
its assets is bound or subject;

(f)      any material change in any compensation (including severance and
other benefits), arrangement or agreement with any
employee, officer, director or shareholder;

(g)      any sale, assignment, transfer or license of any Intellectual Property
or any settlement regarding the breach or
infringement of any license or any Intellectual Property;

(h)      any resignation or termination of employment of any officer or key
employee of Seller; and Seller, is not aware of any impending resignation or
termination of employment of any such officer or key employee;

(i) any mortgage,  pledge,  transfer of a security interest in, or Lien, created
by Seller,  with respect to any of its  material  properties  or assets,  except
Liens for Taxes not yet due or payable;

(j) any loan or  guarantee  made by  Seller to any  Person,  other  than  travel
advances and other  advances to  employees,  officers or  directors  made in the
ordinary course of its business, consistent with past practices;

(k)      receipt of notice that there has been a loss of, or material order
cancellation by, any major customer of, or third-party
doing business with, Seller;

(l) any declaration,  setting aside or payment or other  distribution in respect
to any of  Seller's  capital  stock  (or  any  securities  convertible  into  or
exchangeable  for any  such  shares),  or any  direct  or  indirect  redemption,
purchase, or other acquisition of any of such stock by Seller;

(m)      to Seller's Knowledge, any other event or condition of any character
relating principally to the Business that is reasonably
likely to result in a Material Adverse Effect;

(n)      any material transaction or event not in the ordinary course of
business and consistent with past practices; or

(o)      any arrangement or commitment by Seller to do any of the things
described in this Section 5.5.

5.6  Taxes.  Except as set forth in  Schedule  5.6 - Taxes,  (i) the  Company or
Summit has timely filed all Tax Returns  required to be filed by or on behalf of
the Company or the Business for any period on or before the date hereof,  taking
into account any  extension of time to file that has been granted to or obtained
on behalf of the  Company or Summit,  and all such Tax  Returns  are correct and
complete in all material respects,  (ii) the Company or Summit has paid when due
all Taxes shown as due on such Tax  Returns,  and (iii) all other Taxes that are
due (or claimed by any  Regulatory  Authority to be due) in connection  with the
Business  or the  Transferred  Assets,  that are  chargeable  as a lien upon the
Business or the  Transferred  Assets,  or that may become due in connection with
the Business or the Transferred  Assets with respect to any Pre-Closing  Period,
have been paid or have been adequately  reserved for in the books and records of
Seller.  All  Taxes  required  to be  withheld  by the  Business  have been duly
withheld and paid to the proper  taxing  authority  or properly  reserved for in
accounts for such purpose.  No deficiency  for Tax has been asserted or assessed
by a taxing  authority  against the  Company,  the  Business or the  Transferred
Assets.  No written  document or  comparable  consent  extending or waiving,  or
having the effect of extending  or waiving,  the  application  of the statute of
limitations  with respect to any Taxes or Tax Returns in respect of, or relating
to, the  Business  or the  Transferred  Assets,  and no power of  attorney  with
respect to any such Taxes or Tax Returns, is currently  outstanding,  pending or
otherwise in effect with the IRS or any other taxing  authority.  No Tax Returns
or Taxes in respect of, or relating to, the Business or the  Transferred  Assets
are currently under audit by any taxing authority.

5.7      Employee Benefit Plans.

(a) Schedule 5.7 - Employee  Benefit  Plans lists and  identifies  each Employee
Benefit Plan  maintained or contributed to by Seller,  or under which Seller has
any liability or contingent  liability  (individually a "Plan" and collectively,
the "Plans"),  that provides or may provide  benefits or compensation in respect
of any employee or former employee of any member of Seller or the  beneficiaries
or  dependents  of any such  employee  or  former  employee  (collectively,  the
"Employees")  or  under  which  any  Employee  is  or  may  become  eligible  to
participate  or  derive  a  benefit  and  that  is or  has  been  maintained  or
established  by  Seller,  or  any  other  trade  or  business,  whether  or  not
incorporated,  which,  together with Seller or Summit,  is or would have been at
any date of determination occurring within the preceding six years, treated as a
single  employer under section 414 of the Code (such other trades and businesses
hereinafter referred to as the "Related Persons"), or to which Seller, Summit or
any  Related  Person  contributes  or is or has been  obligated  or  required to
contribute  (collectively,  the "Plans"). With respect to each such Plan that is
an Assumed  Employee  Benefit Plan  identified on Schedule  11.5(b),  Seller has
provided the Buyer complete and correct copies of: (i) such Plan, if written, or
a description of such Plan if not written,  and (ii) to the extent applicable to
such  Plan,  all  trust  agreements,   insurance   contracts  or  other  funding
arrangements,  the two most recent trust reports, the two most recent Forms 5500
required  to have been filed with the IRS and all  schedules  thereto,  the most
recent IRS  determination  letter,  all current summary plan  descriptions,  all
material  communications  received from or sent to the IRS or the  Department of
Labor (including a written description of any oral  communication),  if any, and
all amendments and  modifications  to any such document.  Neither any Seller nor
Summit has  communicated  to any Employee any  intention or commitment to modify
any Plan or to establish or implement any other  employee or retiree  benefit or
compensation plan or arrangement.

(b) Each Assumed Employee Benefit Plan is in material compliance with Applicable
Laws and has been and currently is administered  and operated in accordance with
its terms.  Each Plan which is intended to be "qualified"  within the meaning of
section  401(a) of the Code has received a favorable  determination  letter from
the Internal  Revenue Service and no event has occurred and no condition  exists
which  could  reasonably  be expected  to result in the  revocation  of any such
determination.  There are no  material  pending  or  threatened  claims by or on
behalf  of any  of the  Assumed  Employee  Benefit  Plans,  by any  Employee  or
otherwise  involving any such Plan or the assets of any Plan (other than routine
claims for benefits,  all of which have been fully reserved for on the regularly
prepared balance sheets of Seller).

(c) None of the  Plans  provide  benefits  with  respect  to  current  or former
employees,  officers,  or directors  (or their  beneficiaries)  of Seller beyond
their retirement or other termination of employment, other than (i) coverage for
benefits mandated by Applicable Law, (ii) death benefits or retirement  benefits
under an employee pension benefit plan (as defined by section 3(2) of ERISA), or
(iii)  benefits,  the full  cost of which is  borne by such  current  or  former
employees, officers, directors, or beneficiaries.

(d) No Plan is a "multiemployer  plan" within the meaning of section  4001(a)(3)
of ERISA or a "multiple  employer plan" as addressed in section 413 of the Code.
None of the Plans,  now,  or within  the  preceding  six  years,  is or has been
subject to Title IV of ERISA.  None of  Seller,  or any  entity  required  to be
aggregated  with Seller for  purposes of section 414 of the Code or section 4001
of ERISA  has ever  maintained,  contributed  to, or had any  liability  for any
employee  pension  benefit plan (as defined in section 3(2) of ERISA) that is or
has been subject to Title IV of ERISA.

(e) Neither Seller,  Summit nor any Related Person has incurred (either directly
or  indirectly,  including  as a result of an  indemnification  obligation)  any
material  liability  under or pursuant to Title I or IV of ERISA or the penalty,
excise Tax or joint and several  liability  provisions  of the Code  relating to
Employee Benefit Plan and, to the best knowledge of Seller after due inquiry, no
event,  transaction or condition has occurred or exists that could result in any
such  liability to Seller,  Summit,  any such Related  Person or,  following the
Closing, the Buyer or any of its Affiliates.  All required contributions to, and
all payments with respect to, the Plans have been timely made.

(f) The consummation of the transactions contemplated by this Agreement will not
(i) entitle any current or former  employee,  officer,  or director of Seller to
any severance or  termination  pay, or (ii) increase the amount of or accelerate
the time of payment  of any  compensation  due any such  employee,  officer,  or
director.  Except as set forth on Schedule  5.7(f),  no payment or benefit which
will or may be made by  Seller,  Summit,  the  Buyer or any of their  respective
Affiliates  with respect to any  Employee  will be  characterized  as an "excess
parachute payment" within the meaning of Section 280G(b) of the Code.

5.8 Litigation. Except as set forth on Schedule 5.8 - Litigation (Seller), there
is no litigation, proceeding or investigation pending or, to Seller's Knowledge,
threatened,  against Seller,  any of its Affiliates or the Business that has had
or would,  if adversely  determined,  reasonably  be expected to have a Material
Adverse Effect.

5.9 Brokers.  There is no  investment  banker,  broker or finder or other Person
retained by Seller or any Affiliate thereof who would have a valid claim against
Seller  or Buyer for a  commission  or  brokerage  fee in  connection  with this
Agreement or the transactions contemplated hereby.

5.10 Intellectual Property.  Seller owns or possesses sufficient legal rights to
all  Intellectual  Property  used in the Business  (the  "Intellectual  Property
Assets")  without any conflict with, or  infringement  of, the rights of others.
Schedule 5.10 - Owned  Intellectual  Property  contains a list or description of
all Intellectual  Property owned by Seller (the "Owned Intellectual  Property").
There are no outstanding options, licenses or agreements of any kind relating to
the Owned  Intellectual  Property,  other than  end-user  licenses or agreements
entered into in the ordinary course of business  consistent with past practices,
nor is Seller bound by or a party to any options,  licenses or agreements of any
kind with  respect to the  Intellectual  Property of any other person or entity,
other than end user  licenses  entered into in the  ordinary  course of business
consistent with past  practices.  Seller is not aware of any third party that is
infringing or violating  any of its  Intellectual  Property.  The conduct of the
Business as currently  conducted  does not infringe or violate any  Intellectual
Property rights of any other person or entity. After reasonable inquiry,  Seller
does not have  knowledge  that any of its  employees  is  obligated  under or in
violation of any contract (including  licenses,  covenants or commitments of any
nature) or other agreement,  or subject to any judgment,  decree or order of any
court  or  administrative  agency,  that  would  interfere  with the use of such
employee's best efforts to promote the interest of Seller or that would conflict
with the Business.  Neither the execution or delivery of this Agreement, nor the
carrying on of Seller's Business by the employees of Seller,  nor the conduct of
Seller's  Business as proposed,  will, to Seller's  Knowledge  after  reasonable
inquiry,  conflict  with or  result  in a breach of the  terms,  conditions,  or
provisions  of, or  constitute  a  default  under,  any  contract,  covenant  or
instrument  under which any such employee is now  obligated.  The material Owned
Intellectual  Property has been duly registered  with, filed in or issued by, as
the case may be, the United States Patent and  Trademark  Office,  United States
Copyright Office or such other filing offices,  domestic or foreign,  and Seller
has taken such other actions (including  maintaining the  confidentiality of all
confidential  Intellectual  Property), to ensure protection under any Applicable
Laws,  and such  registrations,  filings,  issuances and other actions remain in
full force and  effect,  in each case to the extent  material  to the  Business,
except that Seller has not so  registered,  or obtained  such other  protections
described in this sentence with respect to, any Owned Intellectual  Property for
which  Seller  has  made  a  commercially  reasonable  determination  that  such
registration or other protection is not required for the conduct of the Business
as now being  conducted.  Notwithstanding  the other  provisions of this Section
5.10,  Seller  makes no  representation  or  warranty  with  respect  to readily
available,  "off-the-shelf"  software  programs  used  in  connection  with  the
Business,  except that  Seller  owns or  possesses  sufficient  legal  rights to
utilize all such software in the manner in which it is utilized in the Business.

5.11     Agreements.

(a) Except for agreements  explicitly set forth in Schedule  5.11(a) - Affiliate
Agreements,  there are no agreements,  understandings  or proposed  transactions
between Seller and any of its officers, directors,  Affiliates, or any Affiliate
thereof.

(b) Except for agreements  explicitly set forth in Schedule 5.11(b) - Contracts,
there are no agreements, understandings,  instruments, contracts, commitments or
proposed  transactions  to which  Seller is a party or by which it is bound that
(i) involve obligations  (contingent or otherwise) of, or payments to, Seller in
excess  of,  $50,000,  (ii)  involve  the  license  to or  from  others,  or the
restriction,  of Intellectual Property,  other than end-user licenses granted in
the ordinary course of business  consistent  with past practices,  (iii) involve
the grant of rights to manufacture,  produce, assemble, license, market, or sell
its products to any other person or affect Seller's  exclusive right to develop,
manufacture,  assemble,  distribute,  market or sell its  products,  or (iv) are
otherwise   material  to  the   Business   or   constitute   Assumed   Contracts
(collectively,  the  "Contracts").  All the Contracts are valid,  binding and in
full force and effect in all material  respects.  Neither  Seller nor any of its
Affiliates  nor,  to the  Knowledge  of  Seller,  any other  party  thereto  has
materially breached any of the Contracts.  Seller has delivered to Buyer correct
and complete copies of each of the Contracts.

(c)  Seller is not a party to and is not  bound by any  contract,  agreement  or
instrument, or subject to any restriction under its Certificate of Incorporation
or Bylaws,  as applicable,  that adversely  affects or, so far as Seller may now
reasonably  foresee in the future,  is reasonably likely to adversely affect its
Business, assets, properties or financial condition.

(d) Seller does not have any  liability or  obligation  in  connection  with any
Contract which has been  terminated by Seller or for which notice of termination
has been delivered by Seller.

5.12     Leases, Other Real Property.

(a) No real property,  or interest in real property, is used in the operation of
the  Business  except for the Leased  Premises.  Seller has  delivered  to Buyer
correct and complete copies of the Leases.

(b) Each Lease is the legal,  valid and binding  obligation  of the  signatories
thereto,  and each is enforceable in accordance  with its terms,  except as such
enforceability  may  be  limited  by  applicable   bankruptcy,   reorganization,
insolvency,  moratorium  or  other  similar  laws  from  time to time in  effect
affecting   creditors'   rights   generally  or  by  principles   governing  the
availability of equitable remedies.  Except for such matters as would not result
in a Material Adverse Effect,  Seller has performed in all material respects all
obligations  required  to be  performed  by it under  the  Leases  and is not in
default  thereunder,  and no event has occurred which, with the lapse of time or
action by a third  party  could  result in a default by Seller,  or, to Seller's
Knowledge,  by any other party thereto,  under any Lease. Seller enjoys peaceful
and undisturbed possession under its Leases.

(c) To the Knowledge of Seller,  the Leased  Premises is in full compliance with
all Applicable Law including applicable building,  zoning, subdivision and other
land  use  and  similar  laws  and  regulations   affecting  the  Real  Property
(collectively,  "Real Property Laws"), and Seller has not received any notice of
violation or claimed  violation  or, the  Knowledge  of Seller,  no violation is
threatened in respect of any Real Property Law.

(d) Seller has no Knowledge  that (i) any real property  taxes,  sales levies or
assessments  with respect to the Leased  Premises  have not been paid in full or
(ii) any proceedings with respect thereto have been commenced.

5.13     Financial Statements.

(a) A true and complete copy of the Financial  Statements is attached  hereto as
Schedule 1.1.22 - Financial Statements. The Financial Statements (i) are derived
from the Books and Records of Seller and its Affiliates, (ii) have been prepared
in accordance  with GAAP  consistently  applied  throughout the periods  covered
thereby,  subject, in the case of the interim Financial Statements,  to year end
adjustments  and,  in the case of the  Financial  Statements,  to the absence of
footnotes,  and (iii)  fairly  present in all  material  respects the results of
operations of the Business for the periods covered thereby.

(b) Seller does not have any  liabilities or obligations of any nature,  whether
known, unknown, absolute, accrued, contingent or otherwise and whether due or to
become due, except (i) as set forth in Schedule 5.13 -- Undisclosed Liabilities,
(ii) as and to the extent  disclosed on, or reserved  against on the face of the
April 2 Financial  Statements and (iii) for liabilities and obligations that are
(A)  incurred  after April 2 in the ordinary  course of the Business  consistent
with  past  practices,   and  are  not  prohibited  by  this  Agreement  or  (B)
individually and in the aggregate would not have or result in a Material Adverse
Effect.

5.14  Compliance  with Laws. The conduct of the Business as currently  conducted
does not violate,  breach,  constitute a default under, or conflict with, and to
the Knowledge of Seller,  there exists no event that, with the giving of notice,
the passage of time or both,  would constitute a violation,  breach,  default or
conflict  with,  of or under any  Applicable  Law,  including  any  Governmental
Approval,  except (a) as set forth in Part A of Schedule 5.14 - Compliance  with
Laws  and (b)  solely  with  respect  to the  compliance  of the  Business  with
Applicable Law and all Governmental  Approvals (other than Applicable Law or any
Governmental  Approval of the State of Florida)  relating to the  fulfillment of
contact lens orders, except as disclosed on Part B of Schedule 5.14 - Compliance
with Laws,  where such  violation  would not  reasonably  be  expected to have a
Material  Adverse  Effect.  Part C of Schedule 5.14 - Compliance  with Laws sets
forth a complete and correct general  description of all efforts of the Company,
Summit,  and their  Affiliates  to comply with  Applicable  Law  relating to the
fulfillment of contact lens orders.

5.15  Environmental  Compliance.  Except as would not  reasonably be expected to
have a Material Adverse Effect, (a) the Company currently holds all the permits,
licenses and approvals of Regulatory  Authorities  arising under any  applicable
environmental  law or  regulation  necessary  for the current use,  occupancy or
operation of its respective properties and assets (the "Environmental  Permits")
and is in compliance  with all such  permits,  licenses and  approvals,  (b) the
Company is in compliance with all applicable environmental laws and regulations,
(c) the Company has not received any written claim, demand,  notice or complaint
alleging violation of, or liability under, any applicable  environmental law and
(d) there are no pending  environmental  claims, or to the Company's  knowledge,
environmental claims which have been threatened in writing,  against the Company
or any of the Company's properties.

5.16  Condition  of  Transferred  Assets.  The  Transferred  Assets  are in good
operating condition and repair, ordinary wear and tear excepted. The Transferred
Assets are adequate for the purposes for which such assets are currently used or
are held for use.

5.17  Insurance.  Schedule  5.17 -  Insurance  contains a list of all  insurance
policies  relating  to the  Business  or  Transferred  Assets.  Seller  has made
available to Buyer complete and correct  copies of all such insurance  policies,
together  with all riders and  amendments  thereto.  Seller has  complied in all
material  respects with the terms and provisions of such policies.  No notice of
termination or premium increase has been received under any of the policies.  To
the  knowledge of Seller,  the insurance  coverage  provided by such policies is
adequate and suitable for the Business and  Transferred  Assets,  and is on such
terms  (including,  without  limitation,  as  to  deductibles  and  self-insured
retentions), covers such risks, contains such deductibles and retentions, and is
in such amounts, as the insurance customarily carried by comparable companies of
established  reputation  similarly  situated and carrying on the same or similar
business as Seller.

5.18 Inventories.  All inventories of raw materials,  work in process,  finished
products,  goods,  spare parts,  replacement and component parts, and office and
other   supplies   reflected   in  the  April  2,  2000   Financial   Statements
(collectively,  the  "Inventories")  of Seller or, to the extent  related to the
Business, any of Seller's affiliates,  taken as a whole, are of good, usable and
merchantable  quality.  All such  Inventories  are located at Seller's  facility
located in the Quadrant  Business  Center,  Phase II,  Building 7, 350 Southwest
12th Avenue, Deerfield Beach, Broward County, Florida.

5.19 Accounts Receivable. Except to the extent expressly reserved against in the
April 2 Financial  Statements  or the Closing  Balance  Sheet,  the accounts and
notes receivable  reflected in such April 2 Financial  Statements arose, and all
receivables  reflected in the Closing Balance Sheet shall have arisen, only from
bona fide  transactions  in the ordinary  course of business and consistent with
past practices.

5.20 Labor  Matters,  etc.  Seller is not a party to or bound by any  collective
bargaining  agreement  and  there  are no labor  unions  or other  organizations
representing,  purporting  to represent or attempting to represent any employees
employed in the operation of the  Business.  Since January 1, 1999 there has not
occurred or, to the Knowledge of Seller,  been  threatened any material  strike,
slowdown,  picketing, work stoppage, concerted refusal to work overtime or other
similar labor  activity with respect to any employees  employed in the operation
of the Business.  There are no labor disputes currently subject to any grievance
procedure, arbitration or litigation and there is no representation petition or,
to the knowledge of Seller,  no  representation  application  pending or, to the
knowledge of Seller,  threatened  with  respect to any employee  employed in the
operation of the Business.  Seller has complied with all  provisions of laws and
regulations  pertaining  to the  employment  of  employees,  including,  without
limitation,  all  such  Applicable  Laws  relating  to  labor  relations,  equal
employment, fair employment practices,  entitlements,  prohibited discrimination
or other  similar  employment  practices  or acts,  except for any failure so to
comply that,  individually or together with all such other failures, has not and
will not result in a material  liability or  obligation  on the part of Buyer or
the Business,  and has not had or resulted in, and will not have or result in, a
Material Adverse Effect.

5.21 Limitation on Representations and Warranties. Except as otherwise set forth
herein,  Seller makes no  representations  or warranties  as to the  Transferred
Assets, the Assumed Liabilities or the Business. Without limiting the generality
of the  foregoing,  Seller  makes no  representation  or  warranty to Buyer with
respect to (a) any projections,  estimates or budgets heretofore delivered to or
made available to Buyer of future  revenues,  expenses or  expenditures,  future
results of operations  (or any component  thereof),  future cash flows or future
financial condition (or any component thereof) of the Business; or (b) any other
information or documents made available to Buyer or its counsel,  accountants or
advisors  with  respect to the  Business or the  business or  operations  of the
Business, except as expressly covered by a representation and warranty contained
in Sections 5.1 through 5.20. EXCEPT AS EXPRESSLY STATED HEREIN,  ALL WARRANTIES
AND  REPRESENTATIONS  OF SELLER  ARE  EXCLUDED.  EXCEPT AS  EXPRESSLY  SET FORTH
HEREIN,  SELLER HAS MADE NO  REPRESENTATION  OR WARRANTY OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY OF THE TRANSFERRED ASSETS.

6.       Representations and Warranties of Buyer.

         Buyer  hereby  represents  and warrants to Seller as set forth below in
this Section 6. For purposes of this Section 6, the term "Buyer"  shall mean the
Buyer and its subsidiaries.

6.1 Corporate  Status.  Buyer is duly  organized,  validly  existing and in good
standing as a  corporation  under the laws of Delaware.  Buyer has the requisite
power and  authority  to own or lease all of its  properties  and  assets and to
conduct its business as it is now being  conducted,  except where the failure to
have such  corporate  power or to conduct its business has not had and would not
reasonably be expected to have a Material Adverse Effect.

6.2 Corporate Authority.  Buyer has the corporate power and authority to execute
and deliver this Agreement and the other Transaction  Documents to which it is a
party and to  consummate  the  transactions  contemplated  hereby  and  thereby,
including the  authorization,  execution  and delivery of the SOH  Stockholders'
Agreement and the SOH  Registration  Rights  Agreement,  and the  authorization,
issuance (or  reservation  for  issuance),  sale, and delivery of the SOH Common
Stock. All actions and proceedings necessary to be taken on the part of Buyer in
connection  with this  Agreement  and the other  Transaction  Documents  and the
transactions  contemplated  hereby  and  thereby  have been or will prior to the
Closing be duly and validly  taken.  This Agreement has been, and at the Closing
the other Transaction Documents to which it is a party will be, duly and validly
executed and  delivered  by Buyer and  constitute  the legal,  valid and binding
obligation of Buyer, enforceable against Buyer in accordance with and subject to
their  terms,  except  as  such  enforceability  may be  limited  by  applicable
bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws from
time to time in effect  affecting  creditors'  rights generally or by principles
governing the availability of equitable remedies.

6.3  Non-Contravention.  Neither  the  execution  and  delivery by Buyer of this
Agreement  and the other  Transaction  Documents  to which it is a party nor the
consummation by Buyer of the transactions  contemplated hereby and thereby is an
event  that,  of itself or with the  giving of notice or the  passage of time or
both,  will (a)  conflict  with the  charter  or bylaws  (or  similar  governing
instruments  with different  names) of Buyer, (b) assuming that the consents and
approvals described in Schedule 6.3 - Buyer's Consents are obtained,  constitute
a  violation  of, or  conflict  with or result in any  breach of or any  default
under, or constitute  grounds for  termination or acceleration  of, any material
mortgage,  indenture, lease, contract, agreement or instrument to which Buyer is
a party or by which Buyer is bound,  or result in the  creation of any  material
Liens upon any of Buyer's  assets,  or (c) assuming  receipt of the consents and
approvals  described  in Schedule 6.3 - Buyer's  Consents,  violate any material
judgment,  decree or order or statute,  rule or regulation  applicable to Buyer,
except,  in the case of clauses (b) and (c) above,  for  violations,  conflicts,
breaches,  defaults or Liens which,  either  individually  or in the  aggregate,
would not have a Material Adverse Effect.

6.4  Brokers.  Except  for fees paid by Buyer,  there is no  investment  banker,
broker or finder or other Person retained by Buyer or any Affiliate  thereof who
would have a valid claim  against  Buyer or Seller for a commission or brokerage
fee in connection with this Agreement or the transactions contemplated hereby.

6.5 Litigation.  Except as set forth on Schedule 6.5 - Litigation (Buyer), there
is no litigation,  proceeding or investigation pending or, to Buyer's knowledge,
threatened,  against Buyer or any Affiliate which has had or would, if adversely
determined,  reasonably be expected to have a material adverse effect on Buyer's
ability to consummate the transactions contemplated by this Agreement.

6.6  Financial  Statements.  A true and complete copy of each of (i) the audited
financial  statements of Wise/Contact  Us Optical Corp.  ("Wise") for the fiscal
year ended October 31, 1999, (ii) the financial statements, of which the balance
sheet is audited, of The Ultimate Contact,  Inc. ("Ultimate") for the year ended
December 31, 1999, (iii) the unaudited financial statements of Wise for the four
months ended February 25, 2000, and (iv) the unaudited  financial  statements of
Ultimate for the two months ended February 29, 2000. The financial statements of
Buyer (a) are  derived  from the  Books and  Records  of Wise and  Ultimate,  as
applicable,  (b) have been prepared in accordance with GAAP consistently applied
throughout  the  periods  covered  thereby,  subject in the case of any  interim
financial  statements to year end adjustments and the absence of footnotes,  and
(c) fairly  present in all material  respects the results of  operations  of the
Buyer for the periods covered thereby.

6.7      Capitalization.  After giving effect to the Closing, the authorized
capital of the Buyer will consist of:

(a) Two  hundred  fifty  thousand  (250,000)  shares  of SOH  Common  Stock  are
authorized,  204,500 shares of which will be issued and outstanding  immediately
after the Closing.  All of the outstanding shares of Common Stock will have been
duly authorized,  fully paid and be non-assessable and issued in compliance with
all applicable federal and state securities laws.

(b) The Buyer will have reserved  14,000 shares of SOH Common Stock for issuance
to officers,  directors,  employees and consultants of the Buyer pursuant to its
Stock  Option Plan duly  adopted by the Board of  Directors  and approved by the
Buyer  shareholders (the "Stock Plan"). Of such reserved shares of Common Stock,
no shares  will have been issued upon  exercise of options  previously  granted,
options to purchase 4,250 shares will have been granted and be outstanding,  and
options  for 9,750  shares of Common  Stock will remain  available  for grant to
officers, directors, employees and consultants pursuant to the Stock Plan.

(c) Except for outstanding options issued pursuant to the Stock Plan, and except
for warrants for 2% of the issued and outstanding  shares of SOH Common Stock to
be issued in connection with the Facilities  delivered in the Commitment Letter,
there are no outstanding  options,  warrants,  rights  (including  conversion or
preemptive  rights and rights of first refusal or similar rights) or agreements,
orally or in writing,  for the purchase or  acquisition  from the Buyer,  either
directly or indirectly, of any shares of its capital stock.

6.8  Subsidiaries.  Buyer  does  not  currently  own  or  control,  directly  or
indirectly,  any  interest  in any  other  corporation,  association,  or  other
business entity other than Wise and Ultimate (the "Buyer  Subsidiaries").  Buyer
owns all of the outstanding equity securities of the Buyer Subsidiaries.

6.9 Valid Issuance of  Securities.  The SOH Common Stock that is being issued to
Summit hereunder,  when issued,  sold and delivered in accordance with the terms
hereof for the consideration  expressed herein, will be duly and validly issued,
fully paid and nonassessable.

6.10 Financing.  Buyer has previously  delivered to Summit the following:  (a) a
fully executed commitment letter (the "Commitment  Letter") from The Bank of New
York and its affiliated BNY Capital  Markets,  Inc. (the "Bank") and accepted by
Buyer  providing  the  detailed  terms and  conditions  upon  which the Bank has
committed to provide a portion of the financing  required by Buyer to consummate
the  transactions  hereunder.  Buyer has also  previously  delivered to Summit a
fully  exercised   commitment  letter  (the  "Equity  Commitment  Letter")  from
Affiliates  of  Buyer  providing  the  terms  and  conditions  upon  which  such
Affiliates  have  committed to provide a portion of the  financing  required for
Buyer to consummate the transactions hereunder.

6.11 Buyer's  Business.  To the actual  knowledge of the  executive  officers of
Rutledge & St. Dennis,  Inc., a Delaware  corporation,  without any  independent
investigation or duty of inquiry of any kind, the representations and warranties
contained  in (i)  Article II of the Merger  Agreement,  dated as of January 11,
1999, among  Wise/Contact  Holdings Inc., a Delaware  corporation,  Wise/Contact
Acquisition  Inc.,  a  New  York  corporation  and  wholly-owned  subsidiary  of
Holdings, Wise/Contact Us Optical Corporation, a New York corporation, and Barry
Weisfeld, and (ii) Article 6 of the Asset Purchase Agreement,  dated as of March
3, 2000.  among The  Ultimate  Contact,  Inc., a New Jersey  corporation,  Larry
Edelson,   Anthony  Micale,  Ultimate  Contact  Acquisition  Corp.,  a  Delaware
corporation and Strategic Optical  Holdings,  Inc., a Delaware  corporation,  in
each case were true and correct in all material  respects as of the date of such
agreement, subject to the terms and limitations, including the matters reflected
in the disclosure schedules, of such agreement.

6.12 Limitation on Representations and Warranties. Except as otherwise set forth
herein, Buyer makes no representations or warranties as to the Buyer's business.
Without limiting the generality of the foregoing,  Buyer makes no representation
or warranty to Seller or Summit with respect to (a) any  projections,  estimates
or budgets  heretofore  delivered  to or made  available  to Seller or Summit of
future revenues, expenses or expenditures,  future results of operations (or any
component  thereof),  future cash flows or future  financial  condition  (or any
component  thereof) of the Buyer's  business;  or (b) any other  information  or
documents  made  available  to Seller or Summit or its counsel,  accountants  or
advisors  with respect to the Buyer's  business or the business or operations of
the  Buyer,  except  as  expressly  covered  by a  representation  and  warranty
contained in Sections 6.1 through 6.11.  EXCEPT AS EXPRESSLY STATED HEREIN,  ALL
WARRANTIES AND REPRESENTATIONS OF BUYER ARE EXCLUDED.

7.       Interim Covenants of Seller.

         From the date of this  Agreement  until the  completion of the Closing,
subject to the requirements of Applicable Law and Regulatory Authorities, Seller
(and Buyer,  as specified) and their  respective  Affiliates  shall,  and Summit
shall use  commercially  reasonable  efforts to cause Seller to, comply with the
covenants set forth in this Article 7.

7.1  Operation of the  Business.  The Business will continue to be carried on in
the ordinary  course and  consistent  with past  practices in  compliance in all
material  respects with all Applicable  Laws and reasonable  commercial  efforts
will be used to preserve the  Business,  its  operations  and  employees and the
goodwill of its customers and others having business  relations with it. Without
limiting the generality of the foregoing,  without the prior written  consent of
Buyer, Summit and Seller, jointly and severally,  covenant and agree that Seller
will not do or  agree to do any of the  following  (other  than in the  ordinary
course of business  consistent  with Seller's  past  practices) on or before the
Closing,  except as expressly permitted by Section 5.5 or listed in Schedule 7.1
- Operation of Business:

(i)      grant any increase in salary, fringe benefits or other compensation
payable, or to become payable, by Seller to any officer, employee, agent or
representative of Seller;

(ii)     enter into any contract, commitment or transaction;

(iii)    make any capital expenditure on or lease any item of capital equipment;

(iv)     sell or dispose of any capital equipment;

(v)      waive, cancel or compromise any material right or claim of Seller;

(vi)     modify, amend, cancel or terminate any material contract or agreement
by which Seller or any of its assets is bound;

(vii)  conduct  all Tax affairs  relating to Seller in a manner as such  affairs
would have been conducted if the parties had not entered into this Agreement; or

(viii)   take any action that would cause any of the representations and
warranties set forth in Section 5 to be untrue.

(b)  Notwithstanding  Section 7.1(a),  Seller shall have the right,  immediately
before the Closing, to pay off indebtedness for borrowed money and to distribute
cash to Summit  provided,  that the effect of all paying off of indebtedness and
distribution  of cash  pursuant to this Section  7.1(b) shall be included on the
Closing Balance Sheet.

(c) During the period from the date of this Agreement to the Closing, Seller and
Summit, jointly and severally,  covenant and agree that Seller will continue, in
the ordinary course of its business and consistent with its past practices, to:

(i)      market its services; and

(ii) use its commercially reasonable efforts to keep the Business intact, retain
its present  employees  so that they will be available  after the  Closing,  and
maintain its  relationships  with its customers,  suppliers and others with whom
Seller does business so that they will be preserved after the Closing.

7.2 Application for Regulatory Consent and Licenses. To the extent that Buyer or
its   Affiliates   requires  any  license  or  other   approvals,   consents  or
authorizations  from,  or is  required to give or make any notices to or filings
with respect to, any  Regulatory  Authority to permit Buyer or its Affiliates to
conduct the  Business  from and after the  Closing  Date,  Seller  shall use all
commercially  reasonable  efforts,  as promptly as practicable after the date of
this  Agreement,  and in no event later than fifteen (15) days after the date of
this Agreement,  to assist Buyer in the filing of all requisite applications and
make all other requisite filings with the appropriate Regulatory Authorities (as
listed on Schedule 5.3(a) - Seller's  Consents) in all cases at Buyer's expense.
Seller shall  diligently  assist Buyer in taking all steps (at Buyer's  expense)
that are  necessary,  proper or desirable to expedite  the  preparation  of such
regulatory  and license  applications  and filings  and their  prosecution  to a
favorable  conclusion.  Seller will  promptly  provide  Buyer with copies of any
application,   amendment,   pleading,  notice,  order,  request  for  additional
information  or other  document  filed by it or  served on it  relating  to such
applications.  Buyer  shall  cooperate  with  Seller  and  provide to Seller all
information  regarding  the  Business  reasonably  required by Seller for use in
connection with such applications and filings.

7.3 Access to  Facilities,  Files and Records.  Upon the  reasonable  request of
Buyer and upon not less than one (1) Business Day prior  notice,  Seller and its
Affiliates  will  give  or  cause  to  be  given  to  the  officers,  employees,
accountants,  counsel and  authorized  representatives  of Buyer (a)  reasonable
access during  normal  business  hours to the  management  personnel,  property,
copies of the Assumed Contracts,  Leases and other records and files relating to
the Business except for any of the foregoing  relating to the Excluded Assets or
Excluded Liabilities,  and (b) all such other information solely relating to the
transactions  contemplated  by this Agreement as Buyer may  reasonably  request;
provided,  however,  that neither Seller nor its Affiliates shall be required to
permit  such  access  or  provide  such  information  to the  extent  it  would:
unreasonably  interfere with the Business;  jeopardize any  relationship  with a
customer of the Business;  jeopardize any attorney-client privilege of Seller or
any of its Affiliates; or contravene any law, rule, regulation, order, judgment,
or decree  applicable  to Seller or any of its  Affiliates;  in each case in the
commercially reasonable judgment of Seller or any of its Affiliates.

7.4 Notice of Proceedings. Seller will promptly notify Buyer in writing upon (a)
becoming aware of any order or decree or any complaint  praying for any order or
decree  restraining  or  enjoining  the  execution  of  this  Agreement  or  the
consummation of the transactions  contemplated  hereunder,  or (b) receiving any
notice  from any  court or any  Regulatory  Authority  of its  intention  (i) to
institute  a suit or  proceeding  to restrain  or enjoin the  execution  of this
Agreement  or  the  consummation  of  the  transactions   contemplated  by  this
Agreement,  or (ii) to nullify or render  ineffective this Agreement if executed
or such transactions if consummated.

7.5 Hart-Scott-Rodino  Filing. As promptly as practicable after the date of this
Agreement  (but in no event  later  than ten (10)  days  after  the date of this
Agreement),  Seller shall prepare and file all documents and notifications  with
the Federal Trade Commission and the United States  Department of Justice as are
required to comply with the HSR Act, requesting early termination of the waiting
period  thereunder.  Seller  will  furnish  promptly  all  materials  thereafter
requested by any Regulatory  Authority  having  jurisdiction  over such filings.
Seller will  cooperate  with Buyer in the  preparation  of all such  filings and
responses.

7.6  Reasonable  Commercial  Efforts.  Subject  to the terms of this  Agreement,
Seller agrees, at its sole expense, to use its reasonable  commercial efforts in
good faith to take, or cause to be taken, all actions, and to do, or cause to be
done, all things necessary under  Applicable Laws to permit  consummation of the
transactions  contemplated  hereby  and by the other  Transaction  Documents  as
promptly as practicable and otherwise  enable  consummation of the  transactions
contemplated  hereby,  including  satisfaction  of the  conditions  set forth in
Article 10 hereof, and shall cooperate fully with Buyer to that end.

7.7 Notification of Certain Matters. Seller shall give prompt notice to Buyer of
any  fact,  event or  circumstance  known to it that (a) is  reasonably  likely,
individually  or taken together with all other facts,  events and  circumstances
known to it, to  result in any  Material  Adverse  Effect or (b) would  cause or
constitute  a  material  breach  of  any  of  its  representations,  warranties,
covenants or agreements contained herein.

7.8 Transfers. Prior to the Closing, Seller shall cause all of its Affiliates to
transfer  to Seller  all right,  title and  interest  in and to all assets  used
solely in connection  with the Business  (other than assets which would comprise
Excluded Assets), for transfer to Buyer at the Closing.

7.9 No Solicitation.  During the term of this Agreement, Seller and Summit shall
not, and Seller and Summit shall cause each employee, agent, officer,  director,
or other  representative  of Seller or Summit  not to,  directly  or  indirectly
solicit or encourage any  inquiries or proposals  for, or enter into or continue
any  discussions  with respect to, the  acquisition  by any Person of any of the
Transferred  Assets (except for those assets  disposed of in the ordinary course
consistent with past  practices),  or any other shares of capital stock or other
securities of Seller (or any of its subsidiaries) or all or any material portion
of the Business;  provided,  that this Section 7.9 shall not apply to any Person
making an unsolicited Superior Offer.

7.10  Fiduciary  Out.  Nothing  in this  Agreement  shall  prevent  the Board of
Directors  of  Summit or  Seller  from  withholding,  withdrawing,  amending  or
modifying its unanimous recommendation in favor of the transactions contemplated
hereby  or  from  accepting  a  Superior  Offer  (as  defined  below)  if (i) an
unsolicited  Superior  Offer is made to Summit or Seller  and is not  withdrawn,
(ii) Summit or Seller  shall have  provided  prompt  written  notice to Buyer (a
"Notice of Superior  Offer") advising Buyer that Summit or Seller has received a
Superior  Offer,  specifying in detail the material terms and conditions of such
Superior  Offer and  identifying  the Person making such Superior  Offer,  (iii)
Summit and Seller  shall have  caused  their  financial  and legal  advisors  to
negotiate in good faith with Buyer during the three-day period referred to below
to make such  adjustments to the terms and conditions of this Agreement as would
enable the parties to proceed  with the sale of the Business to Buyer (iv) Buyer
shall not have,  within three (3) Business Days of Buyer's receipt of the Notice
of  Superior  Offer,  made an offer  that the Summit  Board by a  majority  vote
determines  in its good faith  judgment  (after  consultation  with a  financial
adviser of  nationally  recognized  reputation)  to be at least as  favorable to
Summit's  stockholders as such Superior  Proposal (it being agreed that Summit's
Board  shall  convene a meeting to  consider  any such  offer by Buyer  promptly
following the receipt thereof),  (v) the Board of Directors of Summit is advised
in  writing by  Hutchins,  Wheeler & Dittmar,  or another  law firm of  national
standing reasonably  acceptable to Buyer, that, in light of such Superior Offer,
the withholding, withdrawal, amendment or modification of such recommendation or
the  acceptance  of such  Superior  Offer is  required in order for the Board of
Directors  of  Summit to  comply  with its  fiduciary  obligations  to  Summit's
stockholders  under  applicable  law  and  (v)  neither  Summit  nor  any of its
representatives shall have violated any of the restrictions set forth in Section
7.9 or this  Section  7.10.  Summit  shall  provide  Buyer  with at least  three
business  days prior  notice (or such  lesser  prior  notice as  provided to the
members of Summit's  Board of  Directors  but in no event less than  twenty-four
hours) of any meeting of Summit's  Board of Directors at which Summit's Board of
Directors is  reasonably  expected to consider  any  Superior  Offer (as defined
below).  For  purposes  of  this  Agreement   "Superior  Offer"  shall  mean  an
unsolicited,  bona fide written offer made by a third party to consummate any of
the  following  transactions:  (i)  a  merger,  consolidation  involving  Seller
pursuant to which  Summit  holds no more than 20% of the equity  interest in the
surviving or resulting entity of such transaction or (ii) the acquisition by any
person  or group  (including  by way of a tender  offer or an  exchange  offer),
directly or  indirectly,  of ownership  of at least 80% of the then  outstanding
shares of  capital  stock of  Seller,  in each  case on terms  that the Board of
Directors of Summit determines, in its reasonable judgment (based on the written
advice of a financial  adviser of nationally  recognized  reputation) to provide
Summit with consideration (in cash and other property or securities) of not less
than $39 million; provided,  however, that any such offer shall not be deemed to
be a  "Superior  Offer"  if all of the  financing  required  to  consummate  the
transaction contemplated by such offer is not fully committed.

8.       Interim Covenants of Buyer.

         From the date of this  Agreement  until the  completion of the Closing,
subject to the requirements of Applicable Law and Regulatory Authorities,  Buyer
(and Seller,  as  specified)  shall comply with the  covenants set forth in this
Article 8.

8.1 Application for Regulatory Consent and Licenses. To the extent that Buyer or
its   Affiliates   requires  any  license  or  other   approvals,   consents  or
authorizations  from,  or is  required to give or make any notices to or filings
with respect to, any Regulatory Authority in connection with the consummation of
the  transactions  contemplated  by  this  Agreement  or the  other  Transaction
Documents or to permit Buyer or its Affiliates, to conduct the Business from and
after the  Closing  Date,  as  promptly  as  practicable  after the date of this
Agreement,  and in no event later than  fifteen (15) days after the date of this
Agreement,  Buyer  will  file all  requisite  applications  and  make all  other
requisite  filings with the  appropriate  Regulatory  Authorities  (as listed on
Schedule 6.3 - Buyer's Consents).  Buyer will diligently take all steps that are
necessary,  proper or desirable to expedite the  preparation of such  regulatory
and  license  applications  and  filings  and their  prosecution  to a favorable
conclusion.  Buyer will promptly  provide Seller with copies of any application,
amendment,  pleading, notice, order, request for additional information or other
document filed by it or served on it relating to such applications. Seller shall
cooperate with Buyer and provide to Buyer all information regarding the Business
reasonably  required by Buyer for use in connection with such  applications  and
filings.

8.2 Notice of Proceedings. Buyer will promptly notify Seller in writing upon (a)
becoming  aware of any order or decree or any complaint  praying for an order or
decree  restraining  or  enjoining  the  execution  of  this  Agreement  or  the
consummation of the transactions  contemplated  hereunder,  or (b) receiving any
notice from any court or Regulatory  Authority of its intention (i) to institute
a suit or proceeding  to restrain or enjoin the  execution of this  Agreement or
the consummation of the transactions  contemplated by this Agreement, or (ii) to
nullify or render ineffective this Agreement if executed or such transactions if
consummated.

8.3 Hart-Scott-Rodino  Filing. As promptly as practicable after the date of this
Agreement  (but in no event  later  than ten (10)  days  after  the date of this
Agreement),  Buyer shall prepare and file all documents and  notifications  with
the Federal Trade Commission and the United States  Department of Justice as are
required to comply with the HSR Act, requesting early termination of the waiting
period  thereunder.  Buyer  shall  promptly  furnish  all  materials  thereafter
requested by any Regulatory  Authority  having  jurisdiction  over such filings.
Buyer will  cooperate  with Seller in the  preparation  of all such  filings and
responses.

8.4 Reasonable Commercial Efforts. Subject to the terms of this Agreement, Buyer
agrees to use its reasonable  commercial efforts in good faith to take, or cause
to be taken,  all actions,  and to do, or cause to be done, all things necessary
under Applicable Laws to permit  consummation of the  transactions  contemplated
hereby and by the Transaction Documents as promptly as practicable and otherwise
enable  consummation  of  the  transactions   contemplated   hereby,   including
satisfaction  of the  conditions  set  forth in  Article  10  hereof,  and shall
cooperate fully with Seller to that end.

8.5      Notification of Certain Matters.

(a) Buyer shall give prompt notice to Seller of any fact,  event or circumstance
known to it that (i) is reasonably  likely,  individually or taken together with
all other facts, events and circumstances known to it, to result in any Material
Adverse  Effect as to Buyer or (ii) would cause or constitute a material  breach
of any Buyer's  representations,  warranties,  covenants or agreements contained
herein.

9.       Conditions Precedent to Buyer's Obligations.

         The  obligations of Buyer under this Agreement are, at Buyer's  option,
subject  to the  fulfillment  (or waiver by Buyer) of the  following  conditions
prior to or at the Closing Date:

9.1      Representations, Warranties and Covenants.

(a) Except,  in the case of clauses (x) and (y) below, for such breaches as have
not had and would not have, in the aggregate,  a Material  Adverse  Effect,  the
representations  and warranties of Seller  contained in this Agreement shall (x)
have been true and  correct  as of the date when made and (y) shall be deemed to
be made again on and as of the Closing  Date and shall then be true and correct,
except, in all cases, to the extent that (i) such representations and warranties
speak as of the date of this  Agreement or as of a specific  date, in which case
they shall be deemed to have been made again on and as of the  Closing  Date but
speaking  only as of the date of this  Agreement or such  specific  date, as the
case may be, and (ii)  changes are  permitted or  contemplated  pursuant to this
Agreement;  provided, however, that for purposes of determining the satisfaction
of the condition  contained is this Section  9.1(a),  no effect will be given to
any exception or qualification in such  representations  and warranties relating
to materiality  or Material  Adverse Effect except with respect to clause (b) of
Section 5.14.

(b) Except for any lack of performance or compliance  that has not had and would
not have,  in the  aggregate,  a  Material  Adverse  Effect,  Seller  shall have
performed  and  complied  with the  covenants  and  agreements  required by this
Agreement  to be  performed  or  complied  with by it prior to or on the Closing
Date.

(c) Seller shall have  furnished  Buyer with  certificate(s),  dated the Closing
Date and duly  executed  by an  officer  of  Seller  authorized  to give  such a
certificate,  to the effect that the conditions set forth in  subparagraphs  (a)
and (b) of this Section 9.1 have been satisfied.

(d) Seller shall have  delivered  to Buyer a  certificate  of Seller,  dated the
Closing  Date and sworn to under  penalty of  perjury,  setting  forth the name,
address and federal tax identification  number of Seller and stating that Seller
is not a "foreign  person" within the meaning of section 1445 of the Code,  such
certificate to be in the form set forth in the Treasury Regulations thereunder.

9.2 Proceedings. Neither Buyer nor any of its Affiliates shall be subject to any
restraining order or injunction  restraining or prohibiting  Buyer's performance
of the transactions contemplated hereby.

9.3      Hart-Scott-Rodino.  The waiting period under the HSR Act shall have
expired or been terminated.

9.4      Deliveries, Release of Liens.  Buyer shall have received the items to
be delivered by Seller pursuant to Section 4.2.

9.5 Consents to Assignment of Leases.  The landlords under the Leases shall have
furnished consents to the assignments of the Leases to Buyer, to the extent such
consents are required under the terms of the Leases.

9.6  Opinion of Counsel to the Company  and  Summit.  Buyer shall have  received
favorable  opinions of counsel to the Company and Summit dated the Closing Date,
reasonably satisfactory to the Buyer and substantially in the form and substance
set forth in Exhibit E.

9.7  Financing.  Buyer shall have  received  the  financing  proceeds  under the
Commitment  Letter and the Equity  Commitment Letter on the terms and conditions
set forth therein or upon terms and conditions substantially equivalent thereto.

10.      Conditions Precedent to Sellers' Obligations.

         The obligations of Seller under this Agreement are, at Seller's option,
subject to the  fulfillment  (or waiver by Seller) of the  following  conditions
prior to or at the Closing Date:

10.1     Representations, Warranties and Covenants.

(a)  Except  for such  breaches  as have not had and  would  not  reasonably  be
expected  to  have,  in  the  aggregate,   a  Material   Adverse   Effect,   the
representations  and warranties of Buyer  contained in this Agreement shall have
been  true and  correct  as of the date when made and shall be deemed to be made
again on and as of the Closing Date and shall then be true and  correct,  except
to the extent that (i) such  representations and warranties speak as of the date
of this  Agreement or as of a specific  date, in which case they shall be deemed
to have been made again on and as of the Closing  Date but  speaking  only as of
the date of this  Agreement or such specific  date, as the case may be, and (ii)
changes are  permitted or  contemplated  pursuant to this  Agreement;  provided,
however,  that for purposes of  determining  the  satisfaction  of the condition
contained is this Section  10.1(a),  no effect will be given to any exception in
such representations and warranties relating to materiality.

(b) Except for any lack of performance or compliance  that has not had and would
not reasonably be expected to have, in the aggregate, a Material Adverse Effect,
Buyer shall have  performed  and  compiled  with the  covenants  and  agreements
required by this Agreement to be performed or complied with by it prior to or at
the Closing Date.

(c) Buyer shall have furnished Seller with certificate(s) dated the Closing Date
and duly  executed by an officer of Buyer  authorized on behalf of Buyer to give
such a  certificate,  to the effect that the conditions set forth in subsections
(a) and (b) of this Section 10.1 have been satisfied.

10.2  Proceedings.  Neither Seller nor any of its Affiliates shall be subject to
any  restraining  order  or  injunction   restraining  or  prohibiting  Seller's
performance of the transactions contemplated hereby.

10.3     Hart-Scott-Rodino.  The waiting period under the HSR Act shall have
expired or been terminated.

10.4     Deliveries.  Seller shall have received the items to be delivered by
Buyer pursuant to Section 4.3.

10.5  Opinion of Counsel to Buyer.  Seller  and Summit  shall have  received  an
opinion  of  counsel  to  the  Buyer  dated  the  Closing  Date  and  reasonably
satisfactory to Seller and Summit, in form and substance reasonably satisfactory
to Seller.

11.      Certain Post-Closing Matters.

11.1     Access to Records, Information and Personnel.

(a) Information and Records.  Subsequent to the Closing, Buyer agrees to provide
Seller with reasonable  access to all Books and Records  transferred to Buyer at
Closing  and  required  by Seller for  purposes  of  responding  to any  audits,
investigations or other proceedings by any Regulatory  Authority or other Person
or for the defense or prosecution of any Excluded Liability or other Indemnified
Buyer Claim.  Such access will be during normal business hours,  upon reasonable
prior  notice  and  without  unreasonable   interference  with  normal  business
operations and will be at the sole cost and expense of Seller.

(b)   Personnel.   If,  after  the  Closing  Date,   Seller  shall  require  the
participation of officers and employees formerly employed by Seller for purposes
of  responding  to  any  audits,  investigations  or  other  proceedings  by any
Regulatory  Authority or the defense or prosecution of any Excluded Liability or
other  Indemnified  Buyer  Claim,  and so long as there  exists no  conflict  of
interest  between the  parties,  Buyer shall make such  officers  and  employees
reasonably  available to Seller to participate  in such defense or  prosecution;
provided,  that Seller shall pay all out-of-pocket  costs,  charges and expenses
arising from such participation.

11.2     Insurance.

(a)  Effective at 12:01 am on the Closing Date,  the Business  shall cease to be
covered by Seller's and its Affiliates'  insurance  policies.  Prior to Closing,
Seller  will put each  insurance  carrier on  written  notice in regard to known
incidents and claims and will provide Buyer with written  documentation  stating
there  are no  known  claims  that  have not been  reported  to the  appropriate
carrier.

(b)  Effective  at 12:01 am on the first day after  Closing  Date or at Closing,
Seller will provide  written  evidence of notice of  cancellation to any bonding
and/or to every insurance company who have issued bonds or insurance policies on
behalf  of or  providing  coverage  to the  Business  under  which  Seller or an
Affiliate  of  Seller  might be  liable.  Buyer  will  provide  certificates  of
insurance at the Closing with respect to the following  categories of insurance:
directors' and officers' liability; errors and omissions; workers' compensation;
auto  liability;   commercial  general  liability;  crime  insurance;  fiduciary
coverage;  and property  insurance  (fixed and  mobile).  Said  certificates  of
insurance shall show the: type of coverage (occurrence or claims made); dates of
coverage;  carrier name;  address of carrier;  limits of insurance;  retroactive
date; and contact person for each line of insurance.

11.3     Books and Records.

(a) For a period of five (5) years after the Closing Date, or such longer period
as required by law, if Buyer  desires to dispose of any of the Books and Records
relating to Taxes and  acquired  from Seller  pursuant  to this  Agreement  that
relate to the  Business  conducted  prior to the  Closing  Date,  notice to such
effect  shall  be  given  by  Buyer  to  Seller  and  Seller  shall  be given an
opportunity  prior to any such disposition,  at its cost and expense,  to remove
and retain all or any part of such Books and Records as it may select.

(b) For a period of five (5) years after the Closing Date, or such longer period
as required by law, if Seller desires to dispose of any of the Books and Records
in its  possession  on the Closing  Date that relate to the  Business  conducted
prior to the Closing  Date,  notice to such  effect  shall be given by Seller to
Buyer and Buyer shall be given an opportunity prior to any such disposition,  at
its cost and  expense,  to remove  and  retain all or any part of such Books and
Records as it may select. During the period such Books and Records are preserved
and  kept  by  Seller,  duly  authorized  representatives  of  Buyer  shall,  on
reasonable  prior notice,  have access thereto  during normal  business hours to
examine, inspect and copy such Books and Records at Buyer's expense.

11.4     Taxes.

(a) Seller and Buyer  shall each be  responsible  for paying half of any and all
transfer,  conveyance,  recording and similar fees or Taxes (including,  without
limitation,  sales, use and real and personal  property  transfer Taxes) arising
from the sale of the Transferred  Assets  pursuant to this Agreement,  and Buyer
shall be  responsible  for  preparing  and filing any Tax Returns in  connection
therewith.

(b)  Seller  shall be liable  for all Taxes in  respect  of or  relating  to the
Transferred  Assets or the Business for any Pre Closing  Period.  Buyer shall be
liable for all Taxes in  respect of or  relating  to the  Transferred  Assets or
Business for any taxable year or period that is not a Pre-Closing Period.

(c) From time to time after the Closing,  the parties shall deliver (at the cost
of the requesting  party) to each other such  information  and data as any party
may reasonably request, including that required in order to enable such party to
complete  and file all Tax Returns that may be required to be filed by it and to
complete all customary  Tax and  accounting  procedures  and otherwise to enable
such party to  satisfy  its  internal  accounting,  Tax and other  requirements,
provided,  that the  foregoing  shall be done in a manner so as not to interfere
unreasonably  with  the  conduct  of the  business  of the  other  party  or its
Affiliates.

11.5     Employee and Employee Benefits.

(a) (i) Subject to Section  11.5(a)(ii),  for a period of one year following the
Closing  Date,  Buyer  shall be  responsible  for  severance  pay payable to any
Employee who is (x) employed by Seller immediately preceding the Closing and (y)
either  (1) not  offered  employment  with  Buyer or (2)  hired  and  thereafter
terminated by Buyer.  Such payments shall be made pursuant to Buyer's  severance
policy in effect on the date of termination.  Buyer shall compute such severance
pay by giving affected Employees credit for years of service with Seller and its
Affiliates.

                  (ii)  Notwithstanding  anything to the  contrary  set forth in
         this Agreement, Buyer shall pay and otherwise be responsible for thirty
         percent (30%), and Summit and Seller, jointly and severally,  shall pay
         and  otherwise  be  responsible  for  seventy  percent  (70%),  of  all
         liabilities and  obligations of Summit,  Seller and Buyer arising under
         the Severance  Agreement,  dated August 4, 1998, between Menderes Akdag
         and  Seller;  provided  that  Summit  shall be  entitled to 100% of the
         savings of any  waiver by Mr.  Akdag of any  amounts  due him under the
         Severance Agreement due to inducements provided by Summit.

(b) Effective as of the Closing,  the Buyer shall assume  sponsorship  of all of
the Employee  Benefit Plans listed on Schedule  11.5(b) Assumed Employee Benefit
Plans.

(c) Neither  Buyer nor Seller  intends  this  Agreement  to create any rights or
interests,  except as between Buyer and Seller, and no present, former or future
employee of Buyer or Seller shall be treated as a third party beneficiary by, in
or under this Agreement.

(d) (i) Seller and Buyer will (x) treat  Buyer and each  Affiliate  thereof,  as
applicable,   as  a  "successor  employer"  and  Seller  (as  applicable)  as  a
"predecessor,"  within the meaning of sections  3121(a)(1) and 3306(b)(1) of the
Code, with respect to the employees of the Business who are employed by Buyer or
any of its  Affiliates  for purposes of Taxes  imposed  under the United  States
Federal  Unemployment  Tax Act ("FUTA") or the United States  Federal  Insurance
Contributions  Act ("FICA") and (y) cooperate  with each other to avoid,  to the
extent  possible,  the filing of more than one IRS Form W-2 with respect to each
such  employee for the calendar  year within which the Closing Date occurs,  and
(ii) at the request of Buyer with respect to any  particular  applicable Tax law
relating to employment,  unemployment  insurance,  social security,  disability,
workers'  compensation,  payroll,  health  care or other  similar Tax other than
Taxes imposed  under FICA and FUTA,  Seller will (x) treat Buyer and each of its
Affiliates, as applicable, as a successor employer and Seller, as applicable, as
a predecessor  employer,  within the meaning of the relevant  provisions of such
Tax law, with respect to the employees of the Business who are employed by Buyer
(or, if applicable,  any Affiliate thereof) and (y) cooperate with each other to
avoid,  to  the  extent  possible,  the  filing  of  more  than  one  individual
information  reporting  form  pursuant to each such Tax law with respect to each
such employee for the calendar year within which the Closing Date occurs.

11.6     Covenant Not to Compete.

(a)  Seller  and  Summit  each  agrees  that it will not at any time  within the
three-year period  immediately  following the Closing (i) directly or indirectly
engage, or have any ownership  interest in any firm,  corporation,  partnership,
proprietorship or other business entity that engages (directly or indirectly) in
the activities now engaged in by Seller (or any other activities included in the
Business,  whether or not  engaged  in by Seller) in North  America or any other
geographic areas in which the Business is now conducted, so long as Buyer or any
of its Affiliates,  remains engaged in the Business;  or (ii) employ, or solicit
or offer to employ,  any  employee  of the  Business to whom Buyer of any of its
Affiliates  offers  employment;  provided,  however,  that  notwithstanding  the
foregoing  Summit  shall be deemed not to be in breach of this  Section  11.6 if
such  breach  would  arise  solely  from a  passive  investment  of less than an
aggregate of 5% of the capital stock of a Person.

(b) Seller and Summit each  acknowledges  that the  covenants  contained in this
Section 11.6 were a material and necessary  inducement for Buyer to agree to the
transactions  contemplated  by this  Agreement,  and that Summit and Seller will
realize significant monetary benefit from these transactions,  that violation of
any of the covenants  contained in this Section 11.6 will cause  irreparable and
continuing  damage to Buyer, that Buyer shall be entitled to injunctive or other
equitable  relief  from any  court of  competent  jurisdiction  restraining  any
further  violation of such  covenants and that such  injunctive  relief shall be
cumulative and in addition to any other rights or remedies to which Buyer may be
entitled.

11.7 Post Closing  Confidentiality.  Seller and Summit each covenants and agrees
that at all times  subsequent  to the  Closing  it will,  and it will  cause its
Affiliates to, maintain the confidentiality of non-public  information regarding
the Business and the Transferred Assets unless disclosure of such information is
required by law or in connection with a proceeding arising out of or relating to
this Agreement.

12.      Indemnification.

12.1 By Seller.  From and after the Closing and  subject to the  limitations  of
this Article 12, Seller and Summit, jointly and severally, covenant and agree to
indemnify,  hold  harmless,  pay and reimburse  Buyer,  its  Affiliates  and any
director, shareholder,  employee, officer, adviser or representative of Buyer or
any of its  Affiliates  (an  "Indemnified  Buyer  Party")  from and  against the
following (referred to herein as the "Indemnified Buyer Claims"):

(a) any and all damages, losses, claims, deficiencies, liabilities, obligations,
costs  and  expenses,   whether  or  not  resulting  from  third-party   claims,
(including,  but not  limited to, any  interest,  penalties,  fines,  reasonable
attorneys' fees and costs and expenses  incurred in the defense or settlement of
any claims of an Indemnified Buyer Party covered by this Article 12) incurred or
suffered by any Indemnified Buyer Party arising out of:

(i)      the Excluded Liabilities;

(ii)  subject to  Section  12.1(d)  below,  any  breach of a  representation  or
warranty  on the part of Seller  contained  in  Article 5 (without  taking  into
account any qualification as to materiality or Material Adverse Effect contained
in  any  such  representation  or  warranty  other  than,  in  the  case  of the
representations and warranties in Section 5.14, the qualification as to Material
Adverse Effect contained in clause (b) of such Section.

(iii)    any breach or non-fulfillment of any agreement or covenant to be
performed by Seller or Summit pursuant to this Agreement;

(iv)     any failure to comply with the requirements of any applicable bulk
sales law; and

(b) any and all  actions,  suits,  claims,  proceedings,  demands,  assessments,
judgments,  costs and other expenses (including  reasonable  attorneys' fees and
disbursements)  incident to any of the foregoing or to the  enforcement  of this
Section 12.1.

(c) Notwithstanding  anything to the contrary contained herein, Seller shall not
have any liability  hereunder for (i) the failure of Seller or Buyer to receive,
for any reason  whatsoever,  any  consent  identified  in  Schedule  5.3 that is
required as a result of the transactions  contemplated by this Agreement or (ii)
any special,  punitive or  consequential  damages.  Buyer shall use commercially
reasonable  efforts to  mitigate  any damages  arising  from  Indemnified  Buyer
Claims.

(d) Notwithstanding anything in this Agreement to the contrary, each Indemnified
Buyer Party's right to indemnification for any breach of the representations and
warranties in Section  5.14,  insofar as such breach arises out of or relates to
Applicable Laws or Governmental Approvals relating to the fulfillment of contact
lens orders,  shall (i) be determined without giving effect to any disclosure on
Schedule 5.14 and (ii) be limited to any damages, losses, claims,  deficiencies,
obligations,  costs and expenses  (including,  but not limited to, any interest,
penalties,  fines, reasonable attorneys' fees and costs and expenses incurred in
the defense or settlement of any claims),  resulting from Third-Party Claims (x)
arising out of or relating to any  enforcement  or like action  initiated by any
Regulatory  Authority  with  respect  to the  manner in which the  Business  was
operated at any time up through Closing (it being understood and agreed that for
this purpose,  a Third-Party  Claim shall be deemed to include the cost to Buyer
of implementing any changes in the methods of operating the Business required in
response to any such action from the methods  used prior to the Closing) and (y)
otherwise  arising out of or relating to such breach;  it being  understood  and
agreed that to the extent Buyer continues any such operations from and after the
Closing on a basis  consistent  with the  practices  prior to the Closing,  each
Buyer Indemnified Party's right to indemnification  hereunder will extend to any
such damages,  losses,  claims,  deficiencies,  obligations,  costs and expenses
arising out of or related to, Buyer's  operation of the Business in such fashion
post-Closing.  Any claim  subject to this Section  12.1(d) shall be deemed to be
made pursuant to 12.1(a)(ii)  arising from a breach of Section 5.14,  subject to
the  limitations  on claims  contained in this  Agreement with respect to claims
made pursuant thereto.

12.2 By Buyer. From and after the Closing and subject to the limitations of this
Article 12, Buyer agrees to indemnify,  hold harmless, pay and reimburse Seller,
its  Affiliates and any director,  shareholder,  employee,  officer,  adviser or
representative  of  Seller  or any of its  Affiliates  (an  "Indemnified  Seller
Party"),  from and against the following (referred to herein as the "Indemnified
Seller Claims"):

(a) any and all damages, losses, claims, deficiencies,  liabilities obligations,
costs  and  expenses,   whether  or  not  resulting  from  third-party   claims,
(including,  but not  limited to, any  interest,  penalties,  fines,  reasonable
attorneys' fees and costs and expenses  incurred in the defense or settlement of
any claims of all Indemnified  Seller Party covered by this Article 12) incurred
or suffered by any Indemnified Seller Party arising out of:

(i) the  operation by Buyer or any of its  Affiliates  of the Business  from and
after the  Closing  Date  (except  to the extent  the same is  incurred  by such
Indemnified Seller Party solely in its capacity as a stockholder of Buyer);

(ii)     the Assumed Liabilities;

(iii)    any breach of a representation or warranty on the part of Buyer
contained in Article 6; or

(iv)     any breach or non-fulfillment of any agreement or covenant to be
performed by Buyer pursuant to this Agreement; and

(b) any and all  actions,  suits,  claims,  proceedings,  demands,  assessments,
judgments,  costs and other expenses (including  reasonable  attorneys' fees and
disbursements)  incident to any of the foregoing or to the  enforcement  of this
Section 12.2.

(c) Notwithstanding  anything to the contrary contained herein,  Buyer shall not
have any liability hereunder for any special, punitive or consequential damages.
Buyer shall use commercially  reasonable efforts to mitigate any damages arising
from Indemnified Buyer Claims.

12.3     Entitlement to Indemnification, Exclusivity.

(a) Each  Indemnified  Buyer Party or Indemnified  Seller Party, as the case may
be, shall be entitled to indemnity under Section 12.1(a)(ii) or 12.2(a)(iii), as
applicable,  for any and all  claims  as to which  notice is given  pursuant  to
Section 12.4 during the periods set forth in Section 12.5.  The  termination  of
the representations and warranties  contained in this Agreement shall not affect
the rights of any  Indemnified  Buyer  Party or  Indemnified  Seller  Party,  as
applicable,  to prosecute to conclusion any claim resulting from any breach of a
representation  or warranty as to which notice is given pursuant to Section 12.4
prior to the termination of such representation or warranty.

(b) The  indemnification  provided  in this  Article  12  shall  be the sole and
exclusive remedy of any Indemnified  Seller Party or Indemnified  Buyer Party in
respect of breach of the  representations  and warranties of Seller and Buyer or
(except  for  Sections  7.9 and 14.4) the breach of any  covenants  of Seller or
Buyer hereunder to be performed on or prior to the Closing.

(c) The  parties  agree  that all  indemnification  payments  made  pursuant  to
Sections  12.1,  12.2 and 12.7 shall be treated as an adjustment to the Purchase
Price for all Tax Purposes unless otherwise required by law.

12.4     Notice and Defense of Claims.

(a) Promptly  upon receipt of notice of any claim,  demand or  assessment or the
commencement of any suit, action,  arbitration or proceeding in respect of which
indemnity may be sought on account of the indemnity  agreement contained in this
Article 12 (a "Third  Party  Claim"),  the party  seeking  indemnification  (the
"Asserting Party") will notify in writing,  within sufficient time to respond to
such  claim or answer or  otherwise  plead in such  action,  the party from whom
indemnification is sought (the "Defending Party"). Any such notice shall include
a description of the Third Party Claim,  an estimate of the amount of the claim,
a reference  to the Section of this  Agreement  under which  indemnification  is
being  sought  (including,  in the case of a claim under  Sections  12.1(a)(ii),
12.1(a)(iii),  12.2(a)(iii)  or  12.2(a)(iv),  reference to the  representation,
warranty,  covenant or other  provision of this  Agreement  alleged to have been
breached or  non-fulfilled)  and,  if the Third Party Claim  involves an Assumed
Contract,  the identity of such Assumed  Contract,  in each case,  to the extent
then known. Except to the extent the Defending Party is materially prejudiced as
a result of the  failure of the  Asserting  Party to give  notice as provided in
this Section 12.4,  the omission of such Asserting  Party so to notify  promptly
the  Defending  Party of any such  Third  Party  Claim  shall not  relieve  such
Defending  Party from any  liability,  it may have to such Asserting  Party,  in
connection  therewith,  on account of the indemnity agreements contained in this
Article  12. If any Third  Party  Claim  shall be  asserted  or  commenced,  the
Asserting  Party shall notify the Defending Party of the  commencement  thereof,
the Asserting Party shall have the right to control the defense thereof, but the
Defending Party will be entitled, at its expense, to participate therein, and in
the settlement thereof,  provided that the Defending Party shall be entitled, if
it so elects,  to take  control of the defense and  investigation  of such Third
Party Claim and to employ and engage  attorneys  of its own choice to handle and
defend the same, at the Defending  Party's cost, risk and expense.  After notice
from the Defending  Party to the  Asserting  Party of its election to assume the
defense of such Third Party Claim,  the  Defending  Party shall not be liable to
the  Asserting  Party  under  this  Article  12 for any legal or other  expenses
subsequently  incurred by the Asserting  Party in connection with the defense of
such Third Party Claim;  provided that the Asserting  Party shall have the right
to employ separate  counsel in any such action and to participate in the defense
thereof,  but the fees and expenses for such counsel  shall be at the expense of
the  Asserting  Party unless (x) the  employment  thereof has been  specifically
authorized  by the Defending  Party or (y) the  Asserting  Party shall have been
advised by counsel that due to the existence of  conflicting  interests,  in the
reasonable  judgment of such counsel, it is advisable for the Asserting Party to
employ separate counsel.  No Third Party Claim shall be settled by the Defending
Party without the Asserting  Party's prior written  consent;  provided  however,
that the Asserting Party shall not unreasonably withhold or delay its consent to
any  proposed  settlement  if (i) such  proposed  settlement  involves  only the
payment of money and (ii) the Defending  Party  demonstrates  to the  reasonable
satisfaction  of the  Asserting  Party that it is able to pay the amount of such
settlement  and all related  expenses.  Each party will cooperate with the other
party in connection with any such Third Party Claim,  make personnel,  books and
records  relevant to the Third Party Claim  available  to the other  party,  and
grant  such  authorizations  or  limited  powers  of  attorney  to  the  agents,
representatives  and  counsel of such other  party as such party may  reasonably
consider desirable in connection with the defense of any such Third Party Claim.

(b) With respect to all Indemnified  Buyer Claims and Indemnified  Seller Claims
that do not constitute or involve Third Party Claims ("Non-Third Party Claims"),
the Asserting Party will notify in writing, within fifteen (15) days of becoming
aware of the basis for such claim,  the Defending  Party.  Any such notice shall
include a description of the Non-Third Party Claim, a good faith estimate of the
amount of the claim,  a reference to the Section of this  Agreement  under which
indemnification  is  being  sought  (including,  in the  case of a  claim  under
Sections 12.1 (a)(ii), 12.1(a)(iii),  12.2(a)(iii) or 12.2(a)(iv),  reference to
the  representation,  warranty,  covenant or other  provision of this  Agreement
alleged to have been  breached or  non-fulfilled)  and, if the  Non-Third  Party
Claim involves an Assumed Contract,  the identity of such Assumed  Contract,  in
each case,  to the extent then known.  Except to the extent that such failure of
the  Asserting  Party to give notice as provided in this Section 12.4 results in
the Defending Party being  materially  prejudiced as a result of such failure to
give notice,  the omission of such  indemnified  party so to notify promptly the
indemnifying  party of any such  Non-Third  Party Claim  shall not relieve  such
indemnifying  party from any liability it may have to such indemnified party, in
connection  therewith,  on account of the indemnity agreements contained in this
Article 12.

12.5     Survival of Representations and Warranties.

(a) The  representations and warranties of Seller contained in this Agreement or
in any agreement,  document or instrument  delivered  pursuant to this Agreement
shall  survive  through  the 30th day  following  the first  anniversary  of the
Closing Date, except that (i) the  representations  and warranties  contained in
Sections  5.1, 5.2, 5.4 and 5.9 shall survive  without  limitation  and (ii) the
representations  and  warranties  contained in Section 5.6 and 5.7 shall survive
for so long as any applicable  statute of limitations  remains open, in whole or
in part,  including  without  limitation  by reason of waiver of such statute of
limitations, and for 30 days thereafter.

(b) The  representations  and warranties of Buyer contained in this Agreement or
in any agreement,  document or instrument  delivered  pursuant to this Agreement
shall  survive  through  the 30th day  following  the first  anniversary  of the
Closing  Date,  except that the  representations  and  warranties  contained  in
Sections 6.1 and 6.2 shall survive without limitation.

12.6     Limitations on Parties' Right to Indemnification.

(a) The maximum liability,  in the aggregate,  of Seller and Summit to indemnify
the Indemnified  Buyer Parties for any and all Indemnified Buyer Claims pursuant
to clauses  (ii) or (iii) of Section  12.1(a)  shall be limited to an  aggregate
amount  equal to  $5,000,000;  provided  that the  limitation  contained in this
subparagraph  for claims pursuant to clause (iii) of Section 12.1(a) shall apply
only to breaches of any of the covenants in Sections 7.1-7.7.

(b) The Indemnified Buyer Parties shall be entitled to seek  indemnification for
Indemnified  Buyer Claims  pursuant to clauses (ii) or (iii) of Section  12.1(a)
from Seller and Summit  only when the  aggregate  value of all such  Indemnified
Buyer Claims of any and all of the  Indemnified  Buyer Parties  thereto  exceeds
$300,000,  at  which  point  Seller  and  Summit  shall  only be  liable  to the
Indemnified  Buyer  Parties for the value of any  additional  Indemnified  Buyer
Claims over $300,000,  subject to the  limitation  set forth in Section  12.6(a)
provided that the limitation  contained in this subparagraph for claims pursuant
to clause  (iii) of Section  12.1(a)  shall apply only to breaches of any of the
covenants set forth in Sections 7.1-7.7.

(c) The maximum liability,  in the aggregate, of Buyer to the Indemnified Seller
Parties for any and all  Indemnified  Seller Claims pursuant to clauses (iii) or
(iv) of  Section  12.2(a)  shall be  limited  to an  aggregate  amount  equal to
$5,000,000;  provided,  that the limitation  contained in this  subparagraph for
claims  pursuant to clause (iv) of Section  12.2(a) shall apply only to breaches
of any of the covenants set forth in Sections 8.1-8.5.

(d) The Indemnified Seller Parties shall be entitled to seek indemnification for
Indemnified  Seller Claims  pursuant to clauses (iii) or (iv)of Section  12.2(a)
from Buyer only when the aggregate value of all such  Indemnified  Seller Claims
exceeds  $300,000,  at which point Buyer shall only be liable to the Indemnified
Seller  Parties for the value of any additional  Indemnified  Seller Claims over
$300,000,  subject to the  limitation  in Section  12.6(c);  provided,  that the
limitation  contained in this subparagraph for claims pursuant to clause (iv) of
Section  12.2(a)  shall apply only to breaches of any of the covenants set forth
in Sections 8.1-8.5.

12.7  Special  Indemnity.  From and after the  Closing,  Buyer shall  manage the
litigation  arising from the civil  complaint  filed by Thomas  Crosley  against
Seller in the United States  District  Court for the Western  District of Texas,
San Antonio Division,  as Civil Action No. SA00CA0385 (the "Texas  Litigation"),
and Seller and Summit,  jointly and severally,  covenant and agree to indemnify,
hold harmless,  pay and reimburse the Indemnified  Buyer Parties for one half of
any and all damages,  losses, claims,  deficiencies,  liabilities,  obligations,
costs and  expenses  (including,  but not limited to, any  interest,  penalties,
fines,  reasonable  attorneys' fees and costs and expenses) incurred or suffered
by any Indemnified Buyer Party arising from or relating to the Texas Litigation.
Damages,  losses,  claims,  deficiencies,  liabilities,  obligations,  costs and
expenses in the form of the distribution by any Indemnified  Buyer Party of free
or discounted  goods or services  shall be deemed to equal the difference of the
actual  cost basis of such  Indemnified  Buyer Party of such goods or the actual
cost to such  Indemnified  Buyer Party of providing such services,  less, in the
case of any such  discounted  items,  any  proceeds  actually  received  by such
Indemnified Buyer Party with respect to such goods or services,  as the case may
be. Payments made pursuant to this Section 12.7 shall be made promptly following
Summit's receipt of invoices  identifying in reasonable detail the amount of any
such payment or  reimbursement  required to be made  hereunder.  Notwithstanding
anything to the contrary set forth in this Agreement,  (i) the Texas  Litigation
may not be settled  without prior written  consent of Summit,  which consent may
not unreasonably be withheld, and (ii) Summit and Seller shall have no liability
or  obligation  to the  Indemnified  Buyer  Parties  with  respect  to the Texas
Litigation except as provided in this Section 12.7.

13.      Termination.

13.1  Termination.  This  Agreement may be terminated at any time on or prior to
the Closing Date (a) by the mutual written  consent of Seller and Buyer,  (b) by
the   non-defaulting   party  if  there  has  been  a  material  breach  of  any
representation,  warranty,  covenant or agreement contained in this Agreement on
the part of the other party which,  if not cured,  would excuse the  performance
hereof by the non-defaulting  party, and such breach cannot be cured at or prior
to the time the Closing would have taken place in  accordance  with Section 4.1,
(c) by any party hereto if the Closing has not taken place by July 31, 2000, and
the party  seeking  to  terminate  this  Agreement  has not  contributed  in any
material  way to the  failure of the  Closing to occur by such date,  and (d) by
Summit if Summit or Seller  shall have  accepted a Superior  Offer  pursuant  to
Section  7.10 and Summit shall have paid to Buyer,  in cash,  an amount equal to
$1.5 million and (e) by Buyer if Summit or Seller shall have accepted a Superior
Offer pursuant to Section 7.10 (the "Termination Fee").

13.2     Effect of Termination.

(a) Except for the obligations  contained in Sections 14.2 and 14.4, which shall
survive  any  termination  of  this  Agreement,  upon  the  termination  of this
Agreement  pursuant to Section 13.1, this Agreement shall forthwith  become null
and void,  and no party  hereto or any of its  officers,  directors,  employees,
agents, consultants, stockholders, partners or principals shall have any rights,
liabilities or  obligations  hereunder or with respect  hereto,  except that, if
such   termination   results  from  the  willful   breach  by  a  party  of  any
representations,  warranties,  or  covenants  of such  party  contained  in this
Agreement,  such party shall be fully liable for any and all damages,  costs and
expenses  (including  reasonable  attorneys'  fees) sustained or incurred by the
other parties to this Agreement arising from such breach.

(b) Notwithstanding anything to the contrary contained in this Agreement, in the
event Summit  terminates this Agreement  pursuant to Section  13.1(d),  or Buyer
terminates this Agreement pursuant to Section 13.1(e), Summit shall pay to Buyer
as liquidated  damages,  at the effective time of such termination,  in cash, an
amount equal to the  Termination  Fee. In  addition,  if Buyer  terminates  this
Agreement  pursuant  to Section  13.1(b) as a result of a willful  and  material
breach of this  Agreement  by Summit or  Seller,  and  within six months of such
termination,  Summit or Seller enters into a definitive  agreement to consummate
any  sale,  merger,  consolidation,   business  combination,   recapitalization,
liquidation, dissolution, or similar transaction involving Seller or affecting a
substantial  portion of its assets,  or, within such six month period,  any such
transaction  is  consummated,  Summit  shall  pay to  Buyer,  at the date of the
execution  of  such  definitive  agreement  or,  if  earlier,  the  date  of the
consummation  of such  transaction,  an amount in cash equal to the  Termination
Fee.  Payment  pursuant to this Section  13.2(b) shall be the sole and exclusive
remedy of Buyer  against  Summit or Seller in connection  with the  transactions
contemplated hereby.

14.      Miscellaneous

14.1 Amendment and  Modification,  Waiver of  Provisions.  This Agreement may be
amended,  modified or waived only by a written instrument executed by all of the
parties  hereto.  The  failure  of any  party at any  time or  times to  require
performance  of any  provision of this  Agreement  shall in no manner affect the
right of such party at a later date to enforce the same.  No waiver by any party
of any condition or the breach of any provision, term, covenant, representation,
or warranty contained in this Agreement, whether by conduct or otherwise, in any
one or more  instances  shall be  deemed  to be or  construed  as a  further  or
continuing waiver of any such condition or of the breach of any other provision,
term, covenant, representation, or warranty of this Agreement.

14.2 Expenses. Except as otherwise expressly provided herein, the parties hereto
agree that fees and out-of-pocket expenses shall be paid as follows:

(a)      fees and disbursements of counsel, consultants and accountants shall
be paid by the party retaining such Persons;

(b)      expenses related to filings under the HSR Act and obtaining all
required Regulatory Authority approvals shall be paid by Buyer; and

(c) all other fees and  out-of-pocket  expenses  incurred in connection with the
transactions  contemplated  hereby  shall be paid by the  party  incurring  such
expenses.

14.3  Successors  and Assigns;  Assignments.  All terms and  provisions  of this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective  transferees,  successors and assigns.  Except as set forth
below,  no party hereto may assign or transfer any of its rights or delegate any
of its duties  hereunder  without the prior written  consent of the other party,
and any such attempted  assignment,  transfer or delegation without such consent
shall be null and void.  Notwithstanding  the  foregoing,  Buyer may  assign its
rights under this Agreement to any of its Affiliates  without Seller's  consent,
provided,  that  Buyer  shall  remain  jointly  and  severally  liable  for  its
obligations hereunder.

14.4     Confidentiality, Public Announcement.

(a) From and after the date of this  Agreement,  the  parties  hereto  and their
Affiliates  shall  keep  confidential  the  terms  of  this  Agreement  and  the
negotiations  relating  hereto and all documents and  information  obtained by a
party  from  another  party in  connection  with the  transactions  contemplated
hereby, except (i) to the extent this Agreement and such negotiations need to be
disclosed to obtain approval of any Regulatory  Authority,  (ii) for disclosures
made in  accordance  with the terms of this  Agreement  and (iii) to the  extent
required by  Applicable  Law,  regulations  or rules of any national  securities
exchange.

(b) Except as otherwise  required by law,  regulations  or rules of any national
stock  exchange,  the parties hereto shall each furnish to the other the text of
all  notices  and  communications,  written or oral,  proposed to be sent by the
furnishing  party  regarding the  transactions  contemplated  hereby.  Except as
otherwise required by law,  regulations or rules of any national stock exchange,
the furnishing  party shall not send or transmit such notices or  communications
or otherwise make them public unless and until the consent of the other party is
received, which consent shall not be unreasonably withheld or delayed.

(c) Buyer and Seller  shall  issue a mutually  agreed  press  release  following
execution of this Agreement and following the Closing.

14.5 Notices. All notices,  request,  demands and other communications hereunder
shall be in writing and shall be delivered  personally,  by courier, by telecopy
or by mail (regular,  certified or registered),  postage  prepaid,  addressed as
follows:

                           If to Seller:

                           Lens Express, Inc.
                           350 12th Avenue
                           Deerfield Beach, FL 33442
                           Attention: Mr. Mendo Akdag
                           Facsimile:  954-480-9446

                           With a copy to

                           Hutchins, Wheeler & Dittmar
                           101 Federal Street
                           Boston, MA  02110
                           Attention:  Steven M. Peck, Esq.
                           Facsimile:  (617) 951-1295

                           If to Summit:

                           Summit Technology Inc.
                           21 Hickory Drive
                           Waltham, MA  02451
                           Attention:  James A. Lightman, Senior Vice President
                           Facsimile:  781-890-6316

                           With a copy to:

                           Hutchins, Wheeler & Dittmar
                           101 Federal Street
                           Boston, MA  02110
                           Attention:  Steven M. Peck, Esq.
                           Facsimile:  (617) 951-1295

                           If to Buyer:

                           Strategic Optical Holdings, Inc.
                           One Greenwich Office Park
                           Greenwich, CT  06831
                           Attention:  Mr. Robert Tucker
                           Facsimile:  203-869-7978

                           With a copy to:

                           Debevoise & Plimpton
                           875 Third Avenue
                           New York, NY 10022
                           Attention:  Stephen R. Hertz, Esq.
                           Facsimile:  212-909-6836

                           With a copy to:

                           Shapiro, Forman & Allen, LLP
                           380 Madison Avenue, 25th Fl.
                           New York, NY 10017
                           Attention:  Robert Forman, Esq.
                           Fax:  212-557-1275

or to such other  address as a party may from time to time  designate in writing
in accordance with this Section. Each notice or other communication given to any
party hereto in accordance with the provisions of this Agreement shall be deemed
to have been  received (a) on the  Business Day it is sent,  if sent by personal
delivery,  or  (b)  on the  Business  Day  it is  sent,  if  sent  by  facsimile
transmission and an activity report showing the correct  facsimile number of the
party on whom notice is served and the correct  number of pages  transmitted  is
obtained by the sender, or (c) on the first Business Day after sending,  if sent
by  courier  or  overnight  delivery,  or (d) on the  third  Business  Day after
sending,  if sent by mail  (regular,  certified or  registered),  provided  that
notice of change of address shall be effective only upon receipt.

14.6 No Third Parties Benefited. This Agreement is made and entered into for the
protection and benefit of the parties hereto and their permitted  successors and
assigns,  and no other  Person shall be a direct or indirect  beneficiary  of or
have any direct or  indirect  cause of action or claim in  connection  with this
Agreement or any of the documents executed in connection herewith.

14.7     Law Governing.  This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of New York, without giving
effect to the choice of law provisions thereof.

14.8 Counterparts.  This Agreement may be executed simultaneously in one or more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute but one and the same instrument.

14.9 Severability.  Any provision of this Agreement which is invalid, illegal or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the  extent  of such  invalidity,  illegality  or  unenforceability,  without
affecting in any way the remaining  provisions  hereof in such  jurisdiction  or
rendering  that or any other  provision of this  Agreement  invalid,  illegal or
unenforceable in any other jurisdiction.

14.10 Entire  Agreement.  This  Agreement,  including the schedules and exhibits
hereto, which are incorporated herein and made an integrated part hereof by this
reference,  and the  Transaction  Documents,  constitute  the  entire  agreement
between  the  parties  and  supersede  and cancel  any and all prior  agreements
between them relating to the subject matter hereof.

14.11 Construction. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rule of  construction to
the effect that any  ambiguities  are to be resolved  against the drafting party
shall not be employed in the  interpretation of this Agreement or any amendments
or exhibits hereto.

14.12 Consent to Jurisdiction.  Each of the parties hereto agrees that any suit,
action or proceeding  instituted  against such party under or in connection with
this Agreement shall be brought exclusively in a court of competent jurisdiction
of the State of New York.  By execution  hereof,  each party hereto  irrevocably
waives any objection  to, and any right of immunity on the grounds of,  improper
venue, the convenience of the forum, the personal jurisdiction of such courts or
the  execution  of  judgments  resulting  therefrom.  Each party  hereto  hereby
irrevocably accepts and submits to the exclusive  jurisdiction of such courts in
any such action, suit or proceeding.

14.13  Waiver of Jury Trial.  EACH OF SELLER,  SUMMIT AND BUYER  WAIVES TRIAL BY
JURY IN ANY ACTION,  PROCEEDING OR  COUNTERCLAIM  BROUGHT BY ANY OF THEM AGAINST
ANY OTHER ARISING OUT OF OR IN ANY WAY  CONNECTED  WITH THIS  AGREEMENT,  OR ANY
OTHER AGREEMENTS EXECUTED IN CONNECTION  HEREWITH OR THE ADMINISTRATION  THEREOF
OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN. No party to this Agreement shall
seek a jury  trial  in  any  lawsuit,  proceeding,  counterclaim,  or any  other
litigation  procedure  based  upon,  or arising out of,  this  Agreement  or any
related instruments or the relationship  between the parties. No party will seek
to consolidate any such action, in which a jury trial has been waived,  with any
other  action  in  which a jury  trial  cannot  be or has not been  waived.  THE
PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO,  AND
THESE  PROVISIONS  SHALL BE  SUBJECT TO NO  EXCEPTIONS.  NO PARTY HAS IN ANY WAY
AGREED  WITH OR  REPRESENTED  TO ANY OTHER  PARTY  THAT THE  PROVISIONS  OF THIS
SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

14.14  Supplements  to  Disclosures.  From time to time,  not later  than  three
Business  Days prior to the Closing  Date,  Seller,  in respect of Section 5, or
Buyer,  as relates to Section 6, may amend or  supplement  any Schedules to such
Section 5 or 6, as applicable, with respect to any matter arising after the date
of this Agreement that, if existing or occurring at or prior to the date of this
Agreement, would have been required to be set forth or described therein or that
is necessary to complete or correct any  information  in any  representation  or
warranty  contained in Section 5 or 6, as  applicable,  and Seller or Buyer,  as
applicable,  shall  notify  the other  party in  writing  of such  amendment  or
supplement.  For  purposes  of  determining  the  fulfillment  of the  condition
precedent set forth in Section 9.1(a),  no such amendment or supplement shall be
given effect; for all other purposes,  including,  without  limitation,  Section
12.1(a)(ii),  each such amendment and supplement  shall be given effect.  At all
times prior to the Closing,  each party shall as promptly as possible notify the
other party of the occurrence of any event as to which it obtains knowledge that
would make any of the  representations,  warranties and disclosures  made herein
with respect to such party, any of its Affiliates or, in the case of Seller, the
Business,  untrue or misleading  or which is reasonably  likely to result in the
failure of a condition specified in Article 9 or 10 hereof.


<PAGE>


         IN WITNESS  WHEREOF,  the  parties  have  caused  this  Asset  Purchase
Agreement to be duly executed by their duly authorized  officers,  as of the day
and year first above written.
<TABLE>
<S>                                                          <C>
BUYER:                                                       SELLER:

STRATEGIC OPTICAL HOLDINGS, INC.                             LENS EXPRESS, INC.


By:___________________________________________________       By:___________________________________________________
     Name:                                                        Name:     Robert J. Palmisano
     Title:                                                       Title:    Chief Executive Officer

                                                             SUMMIT TECHNOLOGY, INC.


                                                             By:___________________________________________________
                                                                  Name:     Robert J. Palmisano
                                                                  Title:    Chief Executive Officer

</TABLE>