SEC Filing | National Vision, Inc.

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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939. NATIONAL VISION, INC. (f/k/a VISTA EYECARE, INC.) ------------------------------------------------------------------------------ (NAME OF APPLICANT) 296 GRAYSON HIGHWAY, LAWRENCEVILLE, GA 30045 ------------------------------------------------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED TITLE OF CLASS AMOUNT 12% Senior Secured Notes due 2009 $120,000,000 (plus accreted interest) Approximate date of issuance: As soon as practicable after this Form T-3 becomes effective. Name and address of agent for service: Mitchell Goodman National Vision, Inc. 296 Grayson Highway Lawrenceville, GA 30045 With a copy to: Jan M. Davidson Kilpatrick Stockton LLP 1100 Peachtree Street, N.E. Atlanta, GA 30309 The applicant hereby amends this application for qualification on such date or dates as may be necessary to delay its effective date until the applicant shall file a further amendment which specifically states that this application shall thereafter become effective in accordance with Section 307(c) of the Trust Indenture Act of 1939 or until the application shall become effective on such date as the Commission, acting pursuant to said Section 307(c), may determine. GENERAL 1. GENERAL INFORMATION. Furnish the following as to the applicant: (a) Form of organization. A corporation. (b) State or other sovereign power under the laws of which organized. Georgia. 2. SECURITIES ACT EXEMPTION APPLICABLE. State briefly the facts relied upon by the applicant as a basis for the claim that registration of the indenture securities under the Securities Act of 1933 is not required.

Vista Eyecare, Inc., a Georgia corporation (the "Company"), proposes to issue, as part of its First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and Certain of its Debtor Subsidiaries (the "Parent Plan of Reorganization") and its First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Frame-N-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of their Debtor Subsidiaries (the "Subsidiaries Plan of Reorganization"), each as amended by the Modification to First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and Certain of its Debtor Subsidiaries and First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Frame-N-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of their Debtor Subsidiaries (the "Modification" and, collectively with the Parent Plan of Reorganization and the Subsidiaries Plan of Reorganization, the "Plan of Reorganization"), its 12% Senior Secured Notes due 2009 (the "Senior Notes"). Pursuant to the Plan of Reorganization, the creditors of the Company will receive Senior Notes and common stock of the Company, in the amounts specified in the Plan of Reorganization. On April 13, 2001, the United States Bankruptcy Court for the District of Georgia (the "Bankruptcy Court") approved the Company's First Amended Disclosure Statement to Accompany First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and Certain of its Debtor Subsidiaries and First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Frame-N-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of their Debtor Subsidiaries (the "Disclosure Statement") as containing "adequate information" for the purpose of soliciting votes of holders of claims against the Company for acceptance or rejection of the Plan of Reorganization (Case Nos. 00-65214 to 00-65224). A copy of the Disclosure Statement, with the Plan of Reorganization annexed thereto as an exhibit, is attached hereto as Exhibit T3E. The Senior Notes are to be issued under an indenture (the "Senior Note Indenture") between the Company and State Street Bank and Trust Company, a form of which is attached hereto as Exhibit T3C. The Company believes that the issuance of the Senior Notes is exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act") pursuant to Section 1145(a)(1) of the United States Bankruptcy Code (the "Bankruptcy Code"). Generally, Section 1145(a)(1) of the Bankruptcy Code exempts the issuance of securities from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws if the following conditions are satisfied: (i) the securities are issued by a debtor, an affiliate participating in a joint plan of reorganization with the debtor, or a successor of the debtor under a plan of reorganization, (ii) the recipients of the securities hold a claim against, an interest in, or a claim for an administrative expense against, the debtor, and (iii) the securities are issued entirely in exchange for the recipient's claim against or interest in the debtor, or are issued "principally" in such exchange and "partly" for cash or property. The Company believes that the issuance of securities contemplated by the Plan of Reorganization will satisfy the aforementioned requirements. AFFILIATIONS 3. AFFILIATES. Furnish a list or diagram of all affiliates of the applicant and indicate the respective percentages of voting securities or other bases of control. (a) Please see Items 4 and 5. (b) The following chart sets forth the relationship among the Company and all of its subsidiaries, including their respective percentages of voting securities, as of May 24, 2001. Name of Entity Percentage of Voting Securities Held Relationship - -------------- ------------------------------------ ------------ Vista Optical Express, Inc. 100% Wholly-owned subsidiary of Vista Eyecare, Inc. NVAL Healthcare Systems, Inc. 100% Wholly-owned subsidiary of Vista Eyecare, Inc. International Vision Associates, Ltd. 100% Wholly-owned subsidiary of Vista Eyecare, Inc. Frame-n-Lens Optical, Inc. 100% Wholly-owned subsidiary of Vista Eyecare, Inc. Midwest Vision, Inc. 100% Wholly-owned subsidiary of Vista Eyecare, Inc.

New West Eyeworks, Inc. 100% Wholly-owned subsidiary of Vista Eyecare, Inc. Family Vision Centers, Inc. 100% by Frame-n-Lens Optical, Inc. Wholly-owned subsidiary of Frame-n-Lens Optical, Inc. Vision Administrators, Inc. 100% by Frame-n-Lens Optical, Inc. Wholly-owned subsidiary of Frame-n-Lens Optical, Inc. Alexis Holding Company, Inc. 100% by New West Eyeworks, Inc. Wholly-owned subsidiary of New West Eyeworks, Inc. Vista Eyecare Network, LLC 100% by New West Eyeworks, Inc. Wholly-owned subsidiary of New West Eyeworks, Inc. Mexican Vision Associates, S.A. de C.V. 100% by International Vision Wholly-owned subsidiary of Vista Associates, Ltd. Eyecare, Inc. Mexican Vision Associates Operadora, 100% by Mexican Vision Associates, S.A. Wholly-owned subsidiary of S. de R.L. de C.V. de C.V. Mexican Vision Associates, S.A. de C.V. Mexican Vision Associates Servicios, 100% by Mexican Vision Associates, S.A. Wholly-owned subsidiary of S. de R.L. de C.V. de C.V. Mexican Vision Associates, S.A. de C.V. NVAL Visioncare Systems of California, 100% by NVAL Healthcare Systems, Inc. Wholly-owned subsidiary of NVAL Inc. Healthcare Systems, Inc. NVAL Visioncare Systems of North 100% by NVAL Healthcare Systems, Inc. Wholly-owned subsidiary of NVAL Carolina, Inc. Healthcare Systems, Inc. ProCare Eye Exam, Inc. 100% by Frame-n-Lens Optical, Inc. Wholly-owned subsidiary of Frame-n-Lens Optical, Inc. National Vision Associates of Canada 100% by International Vision Associates, Wholly-owned by International Ltd. Ltd. Vision Associates, Ltd. International Vision Associates 100% by International Vision Associates, Wholly-owned by International (Netherlands) B.V. Ltd. Vision Associates, Ltd. CECIVA B.V. 100% by International Vision Associates Wholly-owned by International (Netherlands) B.V. Vision Associates (Netherlands) B.V. Czech Vision Associates s.r.o. 100% by CECIVA B.V. Wholly-owned by CECIVA B.V. Slovak Vision Associates s.r.o. 100% by CECIVA B.V. Wholly-owned by CECIVA B.V. (c) The above stated relationships between the Company and its subsidiaries will remain the same after the effective date of the Plan of Reorganization. MANAGEMENT AND CONTROL 4. DIRECTORS AND EXECUTIVE OFFICERS. List the names and complete mailing addresses of all directors and executive officers of the applicant and all persons chosen to become directors or executive officers. Indicate all offices with the applicant held or to be held by each person named. The following chart sets forth the executive officers and directors of the Company, as of May 24, 2001. Except as otherwise noted below, the address for each executive officer and director listed below is 296 Grayson Highway, Lawrenceville, Georgia 30045: Name Title - ---- ----- James W. Krause Chief Executive Officer, President, and Chairman of the Board of Directors Angus C. Morrison Senior Vice President, Chief Financial Officer

Mitchell Goodman Senior Vice President, General Counsel and Secretary Charles M. Johnson Senior Vice President, Lens Manufacturing and Distribution Eduardo A. Egusquiza Senior Vice President, Information Technology Michael J. Boden Executive Vice President, Retail Operations Richard D. Anderson Senior Vice President, Real Estate Robert W. Stein Senior Vice President, Human Resources and Professional Services Peter T. Socha Senior Vice President, Strategic Planning and Managed Care, Director Timothy W. Ranney Vice President, Corporate Controller Ronald J. Green Director James E. Kanaley Director The following chart sets forth the persons chosen to be executive officers and directors of the Company upon the effective date of the Plan of Reorganization. Except as otherwise noted below, the address for each executive officer and director listed below is 296 Grayson Highway, Lawrenceville, Georgia 30045: Name Title - ---- ----- James W. Krause Chief Executive Officer, President, and Chairman of the Board of Directors Michael J. Boden Executive Vice President, Retail Operations Eduardo A. Egusquiza Senior Vice President, Information Technology Mitchell Goodman Senior Vice President, General Counsel and Secretary Charles M. Johnson Senior Vice President, Manufacturing and Distribution Angus C. Morrison Senior Vice President, Chief Financial Officer Timothy W. Ranney Vice President, Corporate Controller Robert W. Stein Senior Vice President, Human Resources and Professional Services Peter T. Socha Director Myrel Neuman Director Robert Floum Director Jeffrey Snow Director 5. PRINCIPAL OWNERS OF VOTING SECURITIES. Furnish the following information as to each person owning 10 percent or more of the voting securities of the applicant. As of May 5, 2001 (Insert date within 31 days): Col. A Col. B Col. C Col. D Name and Complete Mailing Title of Class Owned Amount Owned Percentage of Voting Address Securities Owned ------------------------- --------------------- ------------ -------------------- Campbell B. Lanier, III Common Stock 4,363,062 (1)(2) 20.7% - ------------------------------------------------- (1) Includes shares owned by the following individuals and entities, who may be deemed a "group" within the meaning of the beneficial ownership provisions of the federal securities laws: Mr. Lanier (838,832 shares); Mr. Lanier's wife (750 shares); Campbell B. Lanier, IV (25,550 shares); ITC Service Company (3,356,648 shares);

William H. Scott, III (82,782 shares); Martha J. Scott (28,000 shares, inclusive of 10,000 shares owned by the Scott Trust, of which Ms. Scott is the sole trustee); William H. Scott, III Irrevocable Trust F/B/O Martha Scott (the "Scott Trust") (10,000 shares); Bryan W. Adams (8,000 shares). (2) Includes 24,375 shares which Mr. Lanier has the right to acquire under the Company's Non-Employee Director Stock Option Plan. As of the effective date of the Plan of Reorganization: Col. A Col. B Col. C Col. D Name and Complete Mailing Title of Class Owned Amount Owned Percentage of Voting Address Securities Owned -------------------------- --------------------- ------------ -------------------- Scudder High Yield Series- Scudder High Yield Fund c/o Zurich Scudder Investments, Inc. 222 South Riverside Plaza Chicago, IL 60606 Common Stock 1,302,857 shares (1)(2)(3) 26.06% (1)(2)(3) U.S. Bankcorp Investments, Inc. 65 East 55 Street 22nd Floor New York, NY 10022 Common Stock 703,143 shares (1)(2) 14.06% (1)(2) (1) Assumes an aggregate amount of unsecured claims of $175,000,000. (2) Assumes a total of 5,000,000 shares will be issued. (3) Includes aggregated shares to be held by ten Zurich Scudder Funds. UNDERWRITERS 6. UNDERWRITERS. Give the name and complete mailing address of (a) each person who, within three years prior to the date of filing the application, acted as an underwriter of any securities of the obligor which were outstanding on the date of filing the application, and (b) each proposed principal underwriter of the securities proposed to be offered. As to each person specified in (a), give the title of each class of securities underwritten. The following entities acted as underwriters in connection with the offering of the Company's 12 3/4% Senior Notes due 2005: Schroder & Co. Inc. Equitable Center 787 South Avenue New York, NY 10019-6016 NationsBanc Montgomery Securities LLC 231 S. LaSalle St., 18th Floor Chicago, IL 60697 First Union Capital Markets 301 South College Street Charlotte, NC 28280-0604 CAPITAL SECURITIES 7. CAPITALIZATION. (a) Furnish the following information as to each authorized class of securities of the applicant. As of May 5, 2001 (Insert date within 31 days): - ----------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING - ----------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 100,000,000 shares 21,169,103 shares Preferred Stock, par value $1.00 per share 5,000,000 shares None 12 3/4% Senior Notes due 2005 $125,000,000 of Notes $125,000,000 of Notes

As of the Effective Date of the Plan of Reorganization: - ----------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING* - ----------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 10,000,000 shares 5,000,000 shares 12% Senior Secured Notes due 2009 $120,000,000 of Notes $120,000,000 of Notes *Assumes that certain distribution elections are made in connection with the Plan of Reorganization. (b) Give a brief outline of the voting rights of each class of voting securities referred to in paragraph (a) above. Each outstanding share of the Company's Common Stock has, and will have, one vote with respect to all matters subject to common stockholder vote. Holders of the Senior Notes will not have any voting rights by reason of ownership of those securities. INDENTURE SECURITIES 8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the analysis of indenture provisions required under Section 305(a)(2) of the Act. All Capitalized terms in this Item 8 shall have the same meaning as provided for in the Indenture. (A) Events of Default and Withholding of Notice of Default. The following are Events of Default under the Indenture: (i) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days (whether or not such payment shall be prohibited by Article Ten of the Indenture); (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or the failure to make a mandatory redemption pursuant to Section 3.06 of the Indenture) (whether or not such payment shall be prohibited by Article Ten of the Indenture); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which shall constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $5,000,000 or more at any time;

(v) one or more judgments in an aggregate amount in excess of $5,000,000 shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; (vi) the Company or any of its Significant Subsidiaries pursuant to or under or within the meaning of any Bankruptcy Law: (a) commences a voluntary case or proceeding; (b) consents to the entry of an order for relief against it in an involuntary case or proceeding; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) shall generally not pay its debts when such debts become due or shall admit in writing its inability to pay its debts generally; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company or any of its Significant Subsidiaries in an involuntary case or proceeding, (b) appoints a Custodian of the Company or any of its Significant Subsidiaries for all or substantially all of their properties taken as a whole, or (c) orders the liquidation of the Company or any of its Significant Subsidiaries, and in each case the order or decree remains unstayed and in effect for 60 days. If a Default or an Event of Default occurs and is continuing and if it is known to a Trust Officer, the Trustee shall mail to each Holder notice of the uncured Default or Event of Default within 90 days after obtaining knowledge thereof. Except in the case of a Default or an Event of Default in payment of principal of, or interest on, any Note, including an accelerated payment, a Default in payment on the Change of Control Payment Date pursuant to a Change of Control Offer and a Default in compliance with Article Five of the Indenture, the Trustee may withhold the notice if and so long as its Board of Directors, the executive committee of its Board of Directors or a committee of its directors and/or Trust Officers in good faith determines that withholding the notice is in the interest of the Holders. The foregoing sentence of Section 7.05 shall be in lieu of the proviso to ss.315(b) of the TIA and such proviso to ss.315(b) of the TIA is expressly excluded from the Indenture and the Notes, as permitted by the TIA. (B) Authentication and Delivery of the Notes and the Application of Proceeds Thereof. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company.

Notes shall be issued in the form of permanent certificated Notes in definitive registered form. The aggregate principal amount of each Note may from time to time be decreased as a result of prepayments of principal pursuant to Sections 3.03 and 3.06 of the Indenture by adjustments made on the records of the Trustee. The Securities are being issued to creditors of National Vision, Inc. in accordance with the Plan of Reorganization. (C) Release of Property Subject to the Lien of the Indenture. The Trustee may and, when required by the provisions of the Indenture, shall execute instruments to release property from the lien of the Indenture, or convey the Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of the Indenture. No party relying upon an instrument executed by the Trustee as provided in Article Eight of the Indenture shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys. (D) Satisfaction and Discharge of Indenture. The Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when (a) either (i) all Notes, theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that from and after the time of deposit, the money deposited shall not be subject to the rights of the Lender pursuant to the provisions of Article Ten of the Indenture; (b) the Company has paid all other sums payable under this Indenture by the Company; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to matters of fact, on an Officers' Certificate of the Company. The Company may, at its option and at any time, elect to have its obligations discharged with respect to the outstanding Notes ("Legal Defeasance"). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes and Holders and any amounts deposited under Section 8.01 of the Indenture, shall cease to be subject to any obligations to, or the rights of, the Lender under Article Ten of the Indenture once such deposit has been made, except for (a) the rights of Holders to receive payments in respect of the principal of and interest on the Notes when such payments are due, (b) the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company's obligations in connection therewith and (d) the Legal Defeasance provisions of Section 8.01 of the Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants contained in Sections 4.04, 4.05, 4.08 and 4.10 through 4.20 of the Indenture and Article Five of the Indenture ("Covenant Defeasance") and Holders and any amounts deposited under Section 8.01 of the Indenture, shall cease to be subject to any obligations to, or the rights of, the Lender under Article Ten of the Indenture once such deposit has been made, and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event of Covenant Defeasance, those events described under Section 6.01 (except those events described in Section 6.01(a), (b), (f) and (g)) of the Indenture shall no longer constitute an Event of Default with respect to the Notes. In order to exercise either Legal Defeasance or Covenant Defeasance:

(a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in United States dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and interest on the Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which may be counsel to the Company) confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which may be counsel to the Company) confirming that the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default with respect to the Indenture resulting from the incurrence of Indebtedness, all or a portion of which will be used to defease the Notes concurrently with such incurrence) or insofar as Events of Default under Section 6.01 (f) or (g) of the Indenture from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (h) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) with respect to Legal Defeasance need not be delivered if all the Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the maturity date within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by such Trustee in the name, and at the expense, of the Company. (E) Evidence Required to be Furnished by the Company to the Trustee with Respect to Compliance with Conditions and Covenants. The Company shall deliver to the Trustee, within 90 days after the end of each of the Company's fiscal years, an Officers' Certificate (signed by the principal executive officer, principal financial officer and/or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of such officers' knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such obligation and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. So long as any of the Notes are outstanding (i) if any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall promptly deliver to the Trustee by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action promptly of its becoming aware of such occurrence. 9. OTHER OBLIGORS. Give the name and complete mailing address of any person, other than the applicant, who is an obligor upon the indenture securities. None CONTENTS OF APPLICATION FOR QUALIFICATION. This application for qualification comprises-- (a) Pages numbered 1 to 11, consecutively. (b) The statement of eligibility and qualification of each trustee under the indenture to be qualified (included as Exhibit 99.1 hereto). (c) The following exhibits in addition to those filed as a part of the statement of eligibility and qualification of each trustee. Exhibit T3A. Amended and Restated Articles of Incorporation of the Company and amendments thereto. Exhibit T3B. Amended and Restated By-Laws of the Company, incorporated by reference to the Company's Registration Statement on Form S-1, registration number 33-46645, filed with the Commission on March 25, 1992, and amendments thereto. Exhibit T3C. Form of the Indenture between the Company and State Street Bank and Trust Company. Exhibit T3D. Not applicable. Exhibit T3E. A copy of the Disclosure Statement, as amended, regarding the Plan of Reorganization, as amended, with certain exhibits thereto.

Exhibit T3F. A cross reference sheet showing the location in the Senior Note Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included in Exhibit T3C). Exhibit 99.1 Statement of Eligibility on Form T-1. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, National Vision, Inc., a corporation organized and existing under the laws of Georgia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Lawrenceville, and State of Georgia, on the 30th day of May, 2001. (SEAL) NATIONAL VISION, INC. Attest: /s/ Mitchell Goodman By: /s/ Angus C. Morrison Name: Mitchell Goodman Name: Angus C. Morrison Title: Senior Vice President, Title: Senior Vice President General Counsel and Secretary and Chief Financial Officer

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NATIONAL VISION ASSOCIATES, LTD. I. The name of the Corporation is National Vision Associates,Ltd. II. The Corporation shall have authority to issue 100 million shares of common stock, $0.01 par value per share (the "Common Stock"), and 5 million shares of preferred stock, $1.00 par value per share (the "Preferred Stock"). Subject to the provisions of any applicable law or of the By-Laws of the Corporation (as from time to time amended) with respect to fixing the record date for the determination of shareholders entitled to vote, and except as otherwise provided by any applicable law or by the resolution or resolutions of the Board of Directors providing for the issue of any series of Preferred Stock, the holders of the Common Stock shall have and possess exclusive voting power and rights for the election of directors and for all other purposes, with each share being entitled to one vote. The Board of Directors is hereby expressly authorized to issue, at any time and from time to time, shares of Preferred Stock in one or more series. The number of shares within any such series shall be designated by the Board of Directors in one or more resolutions, and the shares of each series so designated shall have such preferences with respect to the Common Stock and other series of Preferred Stock, and such other rights, restrictions or limitations with respect to voting, dividends, conversion, exchange, redemption and any other matters, as may be set forth in one or more resolutions adopted by the Board of Directors. If and to the extent required by law, Articles of Amendment setting forth any such designation, preferences, rights, restrictions or limitations shall be filed with the Georgia Secretary of State prior to the issuance of any shares of such series. The authority of the Board of Directors with respect to the establishment of each series of Preferred Stock shall include, without limiting the generality of the foregoing, determination of the following matters which may vary between series: (a) The number of shares constituting that series and the distinctive designation of that series; (b) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payments of dividends on shares of that series; (c) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (d) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine; (e) Whether the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions; (f) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and (h) Any other relative preferences, rights, restrictions or limitations of that series, including but not limited to any obligations of the Corporation to repurchase shares of that series upon specified events. III. In addition to any other vote provided for by law, by these Articles of the By-Laws of the Corporation or by the Board of Directors, the affirmative vote of at least two-thirds of the votes cast by the holders of shares of Common Stock at any meeting of shareholders shall be required to approve any matter, other than the election of directors, which is expressly required to be submitted to the holders of the shares of Common Stock for approval pursuant to the provisions of the Georgia Business Corporation Code. IV. No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of his duty of care or other duty as a director, provided that this provision shall eliminate or limit the liability of a director only to the extent permitted from time to time by the Georgia Business Corporation Code or any successor law or laws. V. In discharging the duties of their respective positions and in determining what is believed to be in the best interests of the Corporation, the Board of Directors, committees of the Board of Directors and individual directors, in addition to considering the effects of any action on the Corporation or the shareholders, may consider the interests of the employees, customers, suppliers, and creditors of the Corporation and its subsidiaries, the communities in which offices or other establishments of the Corporation and it subsidiaries are located, and all other factors the directors consider pertinent. VI. The mailing address of the principal office of the Corporation shall be 100 Galleria Parkway, Suite 1875, Atlanta, Georgia 30339. IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles of Incorporation to be executed by its duly authorized officer on the 8th day of April, 1992. NATIONAL VISION ASSOCIATES, LTD. /s/ G. Daniel Siewert G. Daniel Siewert, III President

ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NATIONAL VISION ASSOCIATES, LTD. 1. The name of the Corporation is National Vision Associates, Ltd. 2. The Articles of Incorporation are amended by the addition of a new Article VII as follows: VII. Section 1. Designation and Number of Shares. The shares of such series shall be designated as "Series A Participating Cumulative Preferred Stock" (the "Series A Preferred Stock"), and the number of shares constituting such series shall be 500,000. Such number of shares of the Series A Preferred Stock may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares issuable upon exercise or conversion of outstanding rights, options or other securities issued by the Corporation. Section 2. Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, if any, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable on the last day of March, June, September and December of each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of any share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 and (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount (payable in kind) of all cash dividends or other distributions and 100 times the aggregate per share amount of all non-cash dividends or other distributions (other than (i) a dividend payable in shares of Common Stock, par value $.01 per share, of the Corporation (the "Common Stock") or (ii) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. If the Corporation shall at any time after January 27, 1997 (the "Rights Declaration Date") declare or pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or

otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in Section 2(A) immediately after it declares a dividend or distribution on the Common Stock (other than as described in clauses (i) and (ii) of the first sentence of Section 2(A)); provided, however, that if no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date (or, with respect to the first Quarterly Dividend Payment Date, the period between the first issuance of any share or fraction of a share of Series A Preferred Stock and such first Quarterly Dividend Payment Date), a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is on or before the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and on or before such Quarterly Dividend Payment Date, in which case dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall not be more than 60 days prior to the date fixed for the payment thereof. Section 3. Voting Rights. In addition to any other voting rights required by law, the holders of shares of Series A Preferred Stock shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of shareholders of the Corporation. If the Corporation shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by -2-

reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) Except as otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as a single class on all matters submitted to a vote of shareholders of the Corporation. (C) (i) If at any time dividends on any Series A Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon (whether or not consecutive), the occurrence of such contingency shall mark the beginning of a period (herein called a "default period") which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Series A Preferred Stock and any other series of Preferred Stock then entitled as a class to elect directors, voting together as a single class, irrespective of series, shall have the right to elect one Director. (ii) During any default period, such voting right of the holders of Series A Preferred Stock may be exercised initially at a special meeting called pursuant to Section 3(C)(iii) or at any annual meeting of shareholders, and thereafter at annual meetings of shareholders; provided, however, that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of 10% in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of holders of Common Stock shall not affect the exercise by holders of Preferred Stock of such voting right. At any meeting at which holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancy, if any, in the Board of Directors as may then exist up to one Director or, if such right is exercised at an annual meeting, to elect one Director. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Preferred Stock. -3-

(iii) Notwithstanding anything to the contrary contained in the Corporation's Articles of Incorporation or Bylaws, unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any shareholder(s) owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of holders of Preferred Stock, which meeting shall thereupon be called by the President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this Section 3(C)(iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or, in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any shareholder(s) owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series. Notwithstanding the provisions of this Section 3(C)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of shareholders. (iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect one Director voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in Section 3(C)(ii)) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this Section 3(C) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the Articles of Incorporation or Bylaws irrespective of any increase made pursuant to the provisions of Section 3(C)(ii) (such number being subject, however, to change thereafter in any manner provided by law or in the Articles of Incorporation or Bylaws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors. (D) Except as otherwise provided herein, holders of Series A Preferred Stock shall have no special voting rights, and -4-

their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. Section 4. Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under Section 4(A), purchase or otherwise acquire such shares at such time and in such manner. Section 5. Reacquired Shares. Any shares of Series A Preferred Stock redeemed, purchased or otherwise acquired by the -5-

Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock without designation as to series and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors as permitted by the Articles of Incorporation or as otherwise permitted under Georgia law. Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $1.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment; provided, however, that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Stock, or (2) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such other parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. If the Corporation shall at any time after the Rights Declaration Date pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 7. Consolidation or Merger. If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged for or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash or any other property, as the case may be, into which or for which each share of Common Stock is exchanged or changed. If the Corporation shall at any time after the Rights Declaration Date pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of -6-

shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 8. No Redemption. The Series A Preferred Stock shall not be redeemable. Section 9. Rank. The Series A Preferred Stock shall rank junior (as to dividends and upon liquidation, dissolution and winding up) to all other series of the Corporation's preferred stock, except any series that specifically provides that such series shall rank junior to the Series A Preferred Stock. Section 10. Fractional Shares. Series A Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock. Section 11. Amendment. The Articles of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Preferred Stock, voting separately as a class. 3. This amendment was duly adopted by the Board of Directors of the Corporation on January 17, 1997, and in accordance with the Code and the Corporation's Amended and Restated Articles of Incorporation, no action of the Corporation's shareholders was required. IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed by its duly authorized officer this 17th day of January, 1997. NATIONAL VISION ASSOCIATES, LTD. By: /s/ James W. Krause James W. Krause, President -7-

ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NATIONAL VISION ASSOCIATES, LTD. I. The name of the Corporation is National Vision Associates, Ltd. II. Article I of the Amended and Restated Articles of Incorporation is amended to read as follows: The name of the Corporation is Vista Eyecare, Inc. III. The changes in the Amended and Restated Articles of Incorporation shall be effective upon the filing of these Articles of Amendment with the Georgia Secretary of State. IV. This amendment was duly approved by the Board of Directors of the Corporation on October 20, 1998, without necessitating approval by the shareholders of the Corporation, as authorized under Section 14-2-1002 of the Georgia Business Corporation Code, in accordance with (a) the Amended and Restated Articles of Incorporation as they existed prior to these Articles of Amendment, and (b) the bylaws of the Corporation. IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed and attested by its duly authorized officer on December 31, 1998. NATIONAL VISION ASSOCIATES, LTD. By: /s/ James W. Krause James W. Krause, Chairman of the Board

ARTICLES OF AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION OF VISTA EYECARE, INC. I. The name of the Corporation is Vista Eyecare, Inc. II. Article I of the Amended Articles of Incorporation is amended to read as follows: The name of the Corporation is National Vision, Inc. III. The changes in the Amended Articles of Incorporation shall be effective upon the filing of these Articles of Amendment with the Georgia Secretary of State. IV. This amendment was duly approved by the Board of Directors of the Corporation on May 14, 2001, without necessitating approval by the shareholders of the Corporation, as authorized under Section 14-2-1002 of the Georgia Business Corporation Code, in accordance with (a) the Amended Articles of Incorporation as they existed prior to these Articles of Amendment, and (b) the bylaws of the Corporation. IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed and attested by its duly authorized officer on May 17, 2001. VISTA EYECARE, INC. By: /s/ Mitchell Goodman ----------------------------------------- Mitchell Goodman, Senior Vice President

Exhibit T3C ================================================================================ NATIONAL VISION, INC., as Issuer, and STATE STREET BANK AND TRUST COMPANY, as Trustee ----------------------------- INDENTURE Dated as of ___________ __, 2001 ----------------------------- $120,000,000 of 12% Senior Secured Notes due 2009 ================================================================================

Table of Contents ----------------- Page ---- GRANTING CLAUSES.......................................................1 ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE.................2 SECTION 1.01. Definitions....................................................................2 ----------- SECTION 1.02. Incorporation by Reference of TIA.............................................22 --------------------------------- SECTION 1.03. Rules of Construction.........................................................23 --------------------- ARTICLE TWO THE NOTES ................................................23 SECTION 2.01. Form and Dating...............................................................23 --------------- SECTION 2.02. Execution and Authentication; Aggregate Principal Amount......................24 --------------------------- SECTION 2.03. Registrar and Paying Agent....................................................25 -------------------------- SECTION 2.04. Paying Agent To Hold Assets in Trust..........................................26 ------------------------------------ SECTION 2.05. Holder Lists..................................................................26 ------------ SECTION 2.06. Transfer and Exchange.........................................................26 --------------------- SECTION 2.07. Replacement Notes.............................................................27 ----------------- SECTION 2.08. Outstanding Notes.............................................................27 ---------------- SECTION 2.09. Treasury Notes................................................................27 -------------- SECTION 2.10. Temporary Notes...............................................................28 --------------- SECTION 2.11. Cancellation..................................................................28 ------------ SECTION 2.12. Defaulted Interest............................................................28 ------------------ SECTION 2.13. CUSIP Numbers.................................................................29 ------------- SECTION 2.14. Deposit of Monies.............................................................29 ----------------- ARTICLE THREE REDEMPTION..............................................23 SECTION 3.01. Notices to Trustee............................................................30 ------------------ SECTION 3.02. Selection of Notes To Be Redeemed.............................................30 --------------------------------- SECTION 3.03. Optional Redemption...........................................................31 ------------------- SECTION 3.04. Notice of Redemption..........................................................31 -------------------- SECTION 3.05. Effect of Notice of Redemption................................................32 ------------------------------ SECTION 3.06. Mandatory Redemption..........................................................32 -------------------- SECTION 3.07. Deposit of Redemption Price...................................................33 --------------------------- SECTION 3.08. Notes Redeemed in Part........................................................33 ---------------------- ARTICLE FOUR COVENANTS................................................34 SECTION 4.01. Payment of Notes..............................................................34 ---------------- SECTION 4.02. Maintenance of Office or Agency...............................................34 ------------------------------- (i)

Table of Contents ----------------- (continued) Page ---- SECTION 4.03. Corporate Existence...........................................................34 ------------------- SECTION 4.04. Payment of Taxes and Other Claims.............................................34 --------------------------------- SECTION 4.05. Maintenance of Properties and Insurance.......................................35 --------------------------------------- SECTION 4.06. Compliance Certificate; Notice of Default.....................................35 ------------------------------------------ SECTION 4.07. Compliance with Laws..........................................................36 -------------------- SECTION 4.08. Reports to Holders............................................................36 ------------------ SECTION 4.09. Waiver of Stay, Extension or Usury Laws.......................................37 ---------------------------------------- SECTION 4.10. Limitation on Restricted Payments.............................................37 --------------------------------- SECTION 4.11. Limitations on Transactions with Affiliates...................................38 -------------------------------------------- SECTION 4.12. Limitation on Incurrence of Additional Indebtedness...........................40 --------------------------------------------------- SECTION 4.13. Limitation on Dividend and Other Payment Restrictions Affecting ---------------------------------------------------------------- Subsidiaries..................................................................40 ------------ SECTION 4.14. Change of Control.............................................................41 ----------------- SECTION 4.15. Limitation on Asset Sales.....................................................43 ------------------------- SECTION 4.16. Limitation on Preferred Stock of Restricted Subsidiaries......................43 -------------------------------------------------------- SECTION 4.17. Limitation on Liens...........................................................44 ------------------- SECTION 4.18. INTENTIONALLY OMITTED.........................................................44 SECTION 4.19. DTC and PORTAL Eligibility....................................................44 -------------------------- SECTION 4.20. Conduct of Business...........................................................44 ------------------- SECTION 4.21. Protection of Security; Acknowledgment of Pledge..............................44 ------------------------------------------------ ARTICLE FIVE SUCCESSOR CORPORATION....................................46 SECTION 5.01. Merger, Consolidation and Sale of Assets......................................46 ----------------------------------------- SECTION 5.02. Successor Corporation Substituted.............................................47 --------------------------------- ARTICLE SIX REMEDIES..................................................47 SECTION 6.01. Events of Default.............................................................47 ----------------- SECTION 6.02. Acceleration..................................................................49 ------------ SECTION 6.03. Other Remedies................................................................49 -------------- SECTION 6.04. Waiver of Past Defaults.......................................................49 ----------------------- SECTION 6.05. Control by Majority...........................................................50 ------------------- SECTION 6.06. Limitation on Suits...........................................................50 ------------------- SECTION 6.07. Right of Holders To Receive Payment...........................................51 ----------------------------------- SECTION 6.08. Collection Suit by Trustee....................................................51 -------------------------- SECTION 6.09. Trustee May File Proofs of Claim..............................................51 -------------------------------- SECTION 6.10. Priorities....................................................................51 ---------- SECTION 6.11. Undertaking for Costs.........................................................52 --------------------- (ii)

Table of Contents ----------------- (continued) Page ---- ARTICLE SEVEN TRUSTEE.................................................52 SECTION 7.01. Duties of Trustee.............................................................52 ----------------- SECTION 7.02. Rights of Trustee.............................................................53 ----------------- SECTION 7.03. Individual Rights of Trustee..................................................54 ---------------------------- SECTION 7.04. Trustee's Disclaimer..........................................................55 -------------------- SECTION 7.05. Notice of Default.............................................................55 ----------------- SECTION 7.06. Reports by Trustee to Holders.................................................55 ----------------------------- SECTION 7.07. Compensation and Indemnity....................................................56 -------------------------- SECTION 7.08. Replacement of Trustee........................................................57 ---------------------- SECTION 7.09. Successor Trustee by Merger, Etc..............................................58 -------------------------------- SECTION 7.10. Eligibility; Disqualification.................................................58 ----------------------------- SECTION 7.11. Preferential Collection of Claims Against Company.............................58 -------------------------------------------------- ARTICLE EIGHT DISCHARGE OF INDENTURE; DEFEASANCE......................58 SECTION 8.01. Termination of Company's Obligations..........................................58 ------------------------------------ SECTION 8.02. Application of Trust Money....................................................61 -------------------------- SECTION 8.03. Repayment to the Company......................................................61 ------------------------ SECTION 8.04. Reinstatement.................................................................62 ------------- SECTION 8.05. Release of Security...........................................................62 -------------------- SECTION 8.06. Acknowledgment of Discharge by Trustee........................................62 --------------------------------------- ARTICLE NINE MODIFICATION OF THE INDENTURE............................63 SECTION 9.01. Without Consent of Holders....................................................63 -------------------------- SECTION 9.02. With Consent of Holders.......................................................63 ----------------------- SECTION 9.03. Compliance with TIA...........................................................64 ------------------- SECTION 9.04. Revocation and Effect of Consents.............................................65 --------------------------------- SECTION 9.05. Notation on or Exchange of Notes..............................................65 -------------------------------- SECTION 9.06. Trustee to Sign Amendments, Etc...............................................65 ------------------------------- SECTION 9.07. Effect on New Credit Facility.................................................66 ----------------------------- ARTICLE TEN SUBORDINATION OF NOTES....................................66 SECTION 10.01. Notes Subordinated to New Credit Facility.....................................66 ----------------------------------------- SECTION 10.02. Suspension of Payment When New Credit Facility is in Default..................66 ------------------------------------------------------------ SECTION 10.03. Notes Subordinated to Prior Payment of New Credit Facility on Dissolution, Liquidation or Reorganization of Company.........................68 --------------------------------------------------------- SECTION 10.04. Payments may be Paid Prior to Dissolution.....................................69 -----------------------------------------

Table of Contents ----------------- (continued) Page ---- SECTION 10.05. Holders to be Subrogated to Rights of Lender..................................70 -------------------------------------------- SECTION 10.06. Obligations of the Company Unconditional......................................70 ---------------------------------------- SECTION 10.07. Notice to Trustee.............................................................70 ----------------- SECTION 10.08. Reliance on Judicial Order or Certificate of Liquidating Agent................71 -------------------------------------------------------------- SECTION 10.09. Trustee's Relation to New Credit Facility.....................................71 ----------------------------------------- SECTION 10.10. Subordination of Liens........................................................72 ---------------------- SECTION 10.11 Subordination Rights Not Impaired by Acts or Omissions of the -------------------------------------------------------------- Company or Holders of the New Credit Facility.................................74 --------------------------------------------- SECTION 10.12. Noteholders Authorize Trustee to Effectuate Subordination of Notes............75 ------------------------------------------------------------------ SECTION 10.13. This Article Ten Not to Prevent Events of Default.............................76 ------------------------------------------------- SECTION 10.14. Trustee's Compensation Not Prejudiced.........................................76 ------------------------------------- ARTICLE ELEVEN MISCELLANEOUS..........................................76 SECTION 11.01. TIA Controls..................................................................76 ------------ SECTION 11.02. Notices.......................................................................76 ------- SECTION 11.03. Communications by Holders with Other Holders..................................77 --------------------------------------------- SECTION 11.04. Certificate and Opinion as to Conditions Precedent............................77 --------------------------------------------------- SECTION 11.05. Statements Required in Certificate or Opinion.................................78 --------------------------------------------- SECTION 11.06. Rules by Trustee, Paying Agent, Registrar.....................................78 ------------------------------------------ SECTION 11.07. Legal Holidays................................................................78 -------------- SECTION 11.08. Governing Law.................................................................79 ------------- SECTION 11.09. No Adverse Interpretation of Other Agreements.................................79 ---------------------------------------------- SECTION 11.10. No Personal Liability.........................................................79 --------------------- SECTION 11.11. Successors....................................................................79 ---------- SECTION 11.12. Duplicate Originals...........................................................79 ------------------- SECTION 11.13. Severability..................................................................79 ------------ SECTION 11.14. Independence of Covenants.....................................................79 ------------------------- Exhibit A - Form of Initial Note.........................................................A-1 Note: This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture iii

CROSS-REFERENCE TABLE TIA Indenture Section Section - ------- ---------------- 310(a)(1)............................................................................ 7.10 (a)(2)......................................................................... 7.10 (a)(3)......................................................................... N.A. (a)(4)......................................................................... N.A. (a)(5)......................................................................... 7.10 (b)............................................................................ 7.08; 7.10; 11.02 (c)............................................................................ N.A. 311(a)............................................................................... 7.11 (b)............................................................................ 7.11 (c)............................................................................ N.A. 312(a)............................................................................... 2.05 (b)............................................................................ 11.03 (c)............................................................................ 11.03 313(a)............................................................................... 7.06 (b)(1)......................................................................... N.A. (b)(2)......................................................................... 7.06 (c)............................................................................ 7.06; 11.02 (d)............................................................................ 7.06 314(a)............................................................................... 4.06; 4.08; 11.02 (b)............................................................................ 4.21 (c)(1)......................................................................... 11.04 (c)(2)......................................................................... 11.04 (c)(3)......................................................................... N.A. (d)............................................................................ N.A. (e)............................................................................ 11.05 (f)............................................................................ N.A. 315(a)............................................................................... 7.01(b) (b)............................................................................ 7.05; 11.02 (c)............................................................................ 7.01(a) (d)............................................................................ 7.01(c) (e)............................................................................ 6.11 316(a)(last sentence)................................................................ 2.09 (a)(1)(A)...................................................................... 6.05 (a)(1)(B)...................................................................... 6.04 (a)(2)......................................................................... N.A. (b)............................................................................ 6.07 (c)............................................................................ 9.04 317(a)(1)............................................................................ 6.08 (a)(2)......................................................................... 6.09 (b)............................................................................ 2.04 318(a)............................................................................... 11.01 (c)............................................................................ 11.01 N.A. means Not Applicable. - ----------------- Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

INDENTURE, dated as of _______ __, 2001, between NATIONAL VISION, INC. (f/k/a Vista Eyecare, Inc.), a Georgia corporation (the "Company"), and State Street Bank and Trust Company, as Trustee (the "Trustee"). The Company has duly authorized the creation of an issue of 12% Senior Secured Notes due 2009 and, to provide therefor, the Company has duly authorized the execution and delivery of this Indenture. All things necessary to make the Notes (as defined), when duly issued and executed by the Company and authenticated and delivered hereunder, the valid and binding obligations of the Company and to make this Indenture a valid and binding agreement of the Company, have been done. Each party hereto agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company's 12% Senior Secured Notes due 2009: GRANTING CLAUSES The Company hereby Grants to the Trustee as of the date hereof, as trustee for the benefit of the Holders, all of the Company's right, title and interest, subject to the provisions set forth below, whether now owned or hereafter acquired in, to, and under (a) all tangible and intangible assets of the Company; and (b) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (all of the foregoing referenced to in this paragraph being referred to collectively herein as the "Security"). The Holders of the Notes are entitled to the benefit of Liens on the Security, subject to the priorities, limitations and provisions set forth herein. For as long as all or any portion of the Indebtedness under the New Credit Facility remains outstanding, unpaid or unsatisfied, the Trustee, and by accepting a Note, each Holder, acknowledge and agree that (i) the security interest granted to the Trustee for the benefit of the Holders in the Security shall, irrespective of the time of perfection or creation of any security interests or other Liens in the Security on behalf of the Lender or Trustee, be junior and subordinate to the interests of such Lender and (ii) to refrain from taking any action to foreclose upon, take possession of, liquidate or otherwise proceed against the Security. The Grant made in the initial paragraph of the Granting Clause is made in trust (as described above) to secure the payment of principal of and interest on, and any other amounts owing in respect of the Notes, equally and ratably without prejudice, priority or

distinction and to secure compliance with the provisions of this Indenture, all as provided in this Indenture; and after satisfaction of such obligations, amounts received as a result of such Grant shall be available without restriction to the Company. The Trustee, as trustee on behalf of the Holders, acknowledges such Grant and accepts the trusts under this Indenture in accordance with the provisions of this Indenture. ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE ------------------------------------------ SECTION 1.01 Definitions. ----------- "10% Issuees" means each holder of 10% or more of the outstanding ------------ principal amount of the Notes on the Effective Date. "Acquired Indebtedness" means Indebtedness of a Person or any of its ---------------------- Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with the Company or any of its Subsidiaries or is assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation. "Affiliate" means, with respect to any specified Person, any other --------- Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative of the foregoing. "Affiliate Transaction" has the meaning set forth in Section 4.11. --------------------- "Agent" means any Registrar, Paying Agent or co-Registrar. ----- "Asset Acquisition" means (a) an Investment by the Company or any ------------------ Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, or (b) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprise any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of the Company's or such Restricted Subsidiary's business. -2-

"Asset Sale" means any direct or indirect sale, issuance, conveyance, ---------- transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company of (a) any Capital Stock of any Restricted Subsidiary of the Company; or (b) any other property or assets of the Company or any Restricted Subsidiary of the Company other than in the ordinary course of business; provided, however, that Asset Sales shall not include (i) a transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration of less than $750,000, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company as permitted under Section 5.01, (iii) the sale, lease, conveyance, disposition or other transfer by the Company or any Restricted Subsidiary of assets or property in transactions constituting Investments that are not prohibited under Section 4.10, (iv) leases or subleases to third persons not interfering in any material respect with the business of the Company or any of its Restricted Subsidiaries, (v) the sale, conveyance, disposition, or other transfer of the Capital Stock of ProCare Eye Exam, Inc. or (vi) the creation of any Lien not prohibited by this Indenture. "Authenticating Agent" has the meaning set forth in Section 2.02. -------------------- "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal, --------------- state or foreign law for the relief of debtors. "Board of Directors" means, as to any Person, the board of directors of ------------------ such Person or any duly authorized committee thereof. "Board Resolution" means, with respect to any Person, a copy of a ----------------- resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day" means any day other than a Saturday, Sunday or any other ------------ day on which commercial banking institutions in the City of New York or the city in which the principal corporate trust office of the Trustee is located are required or authorized by law or other governmental action to be closed. "Capitalized Lease Obligation" means, as to any Person, the obligations ---------------------------- of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP. "Capital Stock" means (i) with respect to any Person that is a -------------- corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person, and (ii) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person. -3-

"Cash Equivalents" means (i) marketable direct obligations issued by, ----------------- or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's; (iii) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates of deposit or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $500,000,000 and a Thompson or Keefe Bank Watch Rating of "B" or better; (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iv) above; (vi) in the case of any foreign Restricted Subsidiary, Investments: (a) in direct obligations of the sovereign nation (or any agency thereof) in which such foreign Restricted Subsidiary is organized or is conducting a substantial amount of business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), (b) of the type and maturity described in clauses (i) through (v) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies or (c) of the type and maturity described in clauses (i) through (v) above of foreign obligors (or the parents of such obligors), which Investments or obligors (or the parents of such obligors) are not rated as provided in such clauses or in clause (vi)(b) but which are, in the reasonable judgment of the Company, comparable in investment quality to such Investments and obligors (or the parents of such obligors); and (vii) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (i) through (vi) above. "Change of Control" means the occurrence of one or more of the ------------------- following events after the Effective Date: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a "Group"), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of this Indenture) other than the creation of a Lien permitted pursuant to this Indenture; (ii) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of this Indenture); (iii) any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company; or (iv) the replacement of a majority of the Board of Directors -4-

of the Company over a two-year period from the directors who constituted the Board of Directors of the Company at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the Company then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved. Notwithstanding anything to the contrary contained in the foregoing, a "Change of Control" shall not be deemed to occur upon the consummation of the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction. "Change of Control Offer" has the meaning set forth in Section 4.14. ----------------------- "Change of Control Payment Date" has the meaning set forth in Section -------------------------------- 4.14. "Commission" means the U.S. Securities and Exchange Commission. ---------- "Common Stock" of any Person means any and all shares, interests or ------------- other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person's common stock, whether outstanding on the Effective Date or issued after the Effective Date, and includes, without limitation, all series and classes of such common stock. "Company" means National Vision, Inc. (f/k/a Vista Eyecare, Inc.), a ------- Georgia corporation. "Consolidated EBITDA" means, with respect to any Person, for any -------------------- period, the sum (without duplication) of (i) Consolidated Net Income and (ii) to the extent Consolidated Net Income has been reduced thereby, (A) all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary, unusual or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business), (B) Consolidated Interest Expense, (C) Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period, all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP, and (D) after-tax losses from Asset Sales or abandonments or reserves relating thereto. "Consolidated Fixed Charge Coverage Ratio" means, with respect to any ----------------------------------------- Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters for which financial statements are reasonably available (the "Four Quarter Period") most recently ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the "Transaction Date") to Consolidated Fixed Charges of such Person for the Four Quarter Period as determined from an Officers' Certificate delivered to the Trustee at the time that such calculation is required to be made. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis for the period of such calculation to (i) the incurrence or repayment -5-

of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period and (ii) any asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness; provided that if such guarantee is limited to a principal amount that is less than the amount of such Indebtedness, such effect shall be limited to the incurrence of such Indebtedness in such limited amount. Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio," (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; (2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and (3) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements. "Consolidated Fixed Charges" means, with respect to any Person for any --------------------------- period, the sum, without duplication, of (i) Consolidated Interest Expense, plus (ii) the product of (x) the amount of all dividend payments on any series of Preferred Stock of such Person (other than dividends paid in Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued during such period times (y) a fraction, the numerator of which is one and the -6-

denominator of which is one minus the then current effective consolidated federal, state and local tax rate of such Person, expressed as a decimal. "Consolidated Interest Expense" means, with respect to any Person for ------------------------------- any period, the sum of, without duplication: (i) the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including without limitation, (a) any amortization of debt discount and amortization or write-off of deferred financing costs, (b) the net costs under Interest Swap Obligations, (c) all capitalized interest and (d) the interest portion of any deferred payment obligation; and (ii) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP. "Consolidated Net Income" means, with respect to any Person, for any ------------------------ period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom (a) after-tax gains from Asset Sales or abandonments or reserves relating thereto, (b) after-tax items classified as extraordinary or nonrecurring gains, (c) the net income of any Person acquired in a "pooling of interests" transaction accrued prior to the date it becomes a Restricted Subsidiary of the referent Person or is merged or consolidated with the referent Person or any Restricted Subsidiary of the referent Person, (d) the net income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by a contract, operation of law or otherwise, (e) the net income of any Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person or to a Wholly Owned Restricted Subsidiary of the referent Person by such Person, (f) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Effective Date, (g) income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued), and (h) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets. "Consolidated Net Worth" of any Person means the consolidated ------------------------- stockholders' equity of such Person, determined on a consolidated basis in accordance with GAAP, less (without duplication) amounts attributable to Disqualified Capital Stock of such Person. "Consolidated Non-cash Charges" means, with respect to any Person, for ------------------------------ any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charge which requires an accrual of or a reserve for cash charges for any future period). -7-

"Consolidated Tangible Assets" means, with respect to any Person, as of ---------------------------- any date of determination, the total assets, less goodwill, deferred financing costs and other intangibles and less accumulated amortization, shown on the most recent balance sheet of such Person, determined on a consolidated basis in accordance with GAAP. "Corporate Trust Office" means the office of the Trustee at which at ------------------------ any particular time its corporate trust business shall be principally administered, which office at the date of execution of this Indenture is located at Goodwin Square, 225 Asylum Street, 23rd Floor, Hartford, CT 06103, except that with respect to presentation of Notes for payment or for registration of transfer or exchange, such term shall mean any office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted. "Covenant Defeasance" has the meaning set forth in Section 8.01. ------------------- "Currency Agreement" means any foreign exchange contract, currency swap ------------------ agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary of the Company against fluctuations in currency values. "Custodian" means any receiver, trustee, assignee, liquidator, --------- sequestrator or similar official under any Bankruptcy Law. "Default" means an event or condition the occurrence of which is, or ------- with the lapse of time or the giving of notice or both would be, an Event of Default. "Default Interest" has the meaning set forth in Section 2.12. ---------------- "Default Interest Payment Date" has the meaning set forth in Section -------------------------------- 2.12. "Default Notice" has the meaning set forth in Section 10.02. -------------- "Depository" means The Depository Trust Company, its nominees and ---------- successors. "Disclosure Statement" means the Disclosure Statement to Accompany -------------------- Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code Filed by Vista Eyecare, Inc. and Certain of its Debtor Subsidiaries and Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Frame-N-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of their Debtor Subsidiaries dated April 13, 2001 of the Company relating to certain matters including the issuance of the Notes. -8-

"Disqualified Capital Stock" means that portion of any Capital Stock ---------------------------- which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof on or prior to the final maturity date of the Notes. "Dollars" and "$" means U.S. Legal Tender. ------- - "EBITDA" means earnings before interest, taxes, depreciation, and ------ amortization. "Effective Date" means May 31, 2001. -------------- "Enforcement Expenses" means all reasonable costs and expenses incurred -------------------- by Lender in connection with its enforcement of any rights or remedies under the New Credit Facility, the documentation of any workout, restructuring or forbearance arrangement with respect to the New Credit Facility, the collection of any indebtedness under the New Credit Facility or the protection of, or realization upon, any security under the New Credit Facility after the occurrence and during the continuance of a default or event of default under the New Credit Facility including, by way of example, attorney's fees, court costs, appraisal and consulting fees, auctioneers' fees, rent, storage, insurance premiums, costs of completing work-in-progress or refurbishing Security under the New Credit Facility, advertising costs and shipping expenses, whether or not such amounts are allowed as a claim against the Company in any proceeding under Bankruptcy Law. "Equity Offering" means a sale of Qualified Capital Stock of the ---------------- Company other than Indebtedness or Disqualified Capital Stock convertible or exchangeable into Capital Stock of the Company. "Event of Default" has the meaning set forth in Section 6.01. ---------------- "Excess Cash Flow" shall have the meaning set forth in Section 3.06. "Exchange Act" means the Securities Exchange Act of 1934, as amended, ------------ or any successor statute or statutes thereto. "fair market value" means, with respect to any asset or property, the ----------------- price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Unless the TIA otherwise requires, fair market value shall be determined by the Board of Directors of the Company acting reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee. "GAAP" means generally accepted accounting principles set forth in the ---- opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Effective Date and consistently applied. -9-

"Grant" means mortgage, pledge, bargain, sell, warrant, alienate, ----- remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of any property hereunder shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder or with respect thereto, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of such property and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring suits in equity, action of law, or other judicial or administrative proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto. "guarantee" means a guarantee (other than by endorsement of negotiable --------- instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness. "Holder" means the Person, in its capacity as a holder of a Note, in ------ whose name a Note is registered on the Registrar's books. "incur" has the meaning set forth in Section 4.12. ----- "Indebtedness" means with respect to any Person, without duplication, ------------ (i) all Obligations of such Person for borrowed money, (ii) all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all Capitalized Lease Obligations of such Person, (iv) all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted), (v) all Obligations for the reimbursement of any obligor on any letter of credit (other than a letter of credit relating to a trade account payable that is not considered Indebtedness pursuant to clause (iv) above), banker's acceptance or similar credit transaction, (vi) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (i) through (v) above and clause (viii) below, (vii) all Obligations of any other Person of the type referred to in clauses (i) through (vi) which are secured by any lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the Obligation so secured, (viii) all net Obligations of such Person under currency agreements and interest swap agreements, (ix) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such -10-

Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock. "Indenture" means this Indenture, as amended or supplemented from time --------- to time in accordance with the terms hereof. "interest" when used with respect to any Note means the amount of all -------- interest accruing on such Note, including any applicable Default Interest pursuant to Section 2.12. "Interest Payment Date" means the stated maturity of an installment of ---------------------- interest on the Notes. "Interest Swap Obligations" means, with respect to any Person, the --------------------------- Obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest rates. "Internal Revenue Code" means the Internal Revenue Code of 1986, as ----------------------- amended to the date hereof and from time to time hereafter. "Investment" by any Person in any other Person means, with respect to ---------- any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, such other Person. "Investment" shall exclude extensions of trade credit by the Company and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be. For the purposes of Section 4.10, (i) "Investment" shall include and be valued at the fair market value of the net assets of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary and shall exclude the fair market value of the net assets of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary and (ii) the amount of any Investment shall be the original cost of such Investment plus the cost of all additional Investments by the Company or any of its Restricted Subsidiaries, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, reduced by the payment of dividends or distributions in connection with such Investment or any other amounts received in respect of such Investment; provided that no such payment of dividends or distributions or receipt of any such other amounts shall reduce the amount of any Investment if such payment of dividends or distributions or receipt of any such amounts would be included in Consolidated Net Income. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any -11-

Common Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, the Company no longer owns, directly or indirectly, greater than 50% of the outstanding Common Stock of such Restricted Subsidiary, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of. "Issuance" means the issuance of the Notes on the Effective Date. -------- "Legal Defeasance" has the meaning set forth in Section 8.01. ---------------- "Legal Holiday" has the meaning set forth in Section 11.07. ------------- "Lender" means the lender under the New Credit Facility. ------ "Lien" means any lien, mortgage, deed of trust, pledge, security ---- interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest). "Managed Care Entity" means (i) NVAL VisionCare Systems of California, ------------------- Inc., ProCare Eye Exam, Inc. and NVAL VisionCare Systems of North Carolina, Inc. and (ii) any other Subsidiary of the Company whose financial condition or activities are regulated under the laws of any state in connection with the provision of health or vision care products or services (or related administrative services) and shall include, without limitation, a health maintenance organization (whether single or multi service), third party administrator, or any entity similar to any of the foregoing. "Maturity Date" means March 30, 2009. ------------- "Moody's" means Moody's Investors Service, Inc. and its successors. ------- "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds ----------------- in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Company or any of its Restricted Subsidiaries from such Asset Sale net of (a) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions), (b) taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements, (c) repayment of Indebtedness that is required to be repaid in connection with such Asset Sale and (d) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and -12-

other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale. "New Credit Facility" means the Loan and Security Agreement dated as of ------------------- May 30, 2001, between the Company and Fleet Capital Corporation, together with the related documents thereto (including, without limitation, any security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder in excess of the amount that would be permitted at any time pursuant to subsection (ii) of the definition of Permitted Indebtedness in Section 1.01 (provided that such increase in borrowings is permitted by Section 4.12) or adding Restricted Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders. Indebtedness under the New Credit Facility shall be deemed to include (i) all loans at any time made, and all of the indebtedness, liabilities and obligations at any time incurred by the Company or its Restricted Subsidiaries or otherwise existing, under the New Credit Facility, (ii) any and all loans made or other credit extended by the Lender to the Company or its Restricted Subsidiaries during the pendency of any proceeding under Bankruptcy Law, (iii) all interest at any time accrued with respect to any of the foregoing (including any interest that accrues during the pendency of any proceeding under Bankruptcy Law, whether or not the Lender is authorized under Bankruptcy Law to collect such interest from the Company or any Restricted Subsidiary) and (iv) all Enforcement Expenses for which the Company or its Restricted Subsidiaries is at any time obligated to pay to the Lender under any agreement or applicable law (whether or not the Lender is authorized under Bankruptcy Law to collect such Enforcement Expenses from the Company or its Restricted Subsidiaries). "Non-Payment Default" has the meaning set forth in Section 10.02. ------------------- "Notes" means the 12% Senior Secured Notes due 2009 of the Company, ----- issued on the Effective Date, as amended or supplemented from time to time in accordance with the terms of this Indenture, that are issued pursuant to this Indenture. "Obligations" means all obligations for principal, interest, penalties, ----------- fees, indemnification, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. "Officer" means, with respect to any Person, the Chairman of the Board ------- of Directors, any Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Controller, or the Secretary of such Person, or any other officer designated by the Board of Directors serving in a similar capacity. -13-

"Officers' Certificate" means, with respect to any Person, a ----------------------- certificate signed by the Chief Executive Officer, the President or any Vice President and the Chief Financial Officer or any Treasurer of such Person that shall comply with applicable provisions of this Indenture. "Opinion of Counsel" means a written opinion, in form and substance ------------------ reasonably acceptable to the Trustee, from legal counsel who is reasonably acceptable to the Trustee complying with the requirements of Sections 11.04 and 11.05, as they relate to the giving of an Opinion of Counsel, and delivered to the Trustee. "Paying Agent" has the meaning set forth in Section 2.03. ------------ "Payment Blockage Period" has the meaning set forth in Section 10.02. ----------------------- "Payment Default" has the meaning set forth in Section 10.02. --------------- "Permitted Indebtedness" means, without duplication, each of the ----------------------- following: (i) Indebtedness under the Notes issued in the Issuance and this Indenture not to exceed $120,000,000 in aggregate principal amount; (ii) Indebtedness incurred by the Company and its Restricted Subsidiaries pursuant to or in connection with the New Credit Facility in an amount at any time outstanding not to esceed the sum of (a) an aggregate principal amount at any time outstanding not to exceed the greater of (x) $15,000,000 and (y) the sum, at such time, of (I) 85% of the consolidated book value of accounts receivable of the Company and its Restricted Subsidiaries and (II) 60% of the consolidated book value of inventory of the Company and its Restricted Subsidiaries, plus (b) accrued interest in respect of the New Credit Facility and fees at any time owing to Lender, in each case as and to the extent provided under the New Credit Facility; plus (c) Enforcement Expenses; (iii) other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Effective Date reduced by the amount of any scheduled amortization payments or mandatory prepayments, when actually paid (except to the extent paid from the proceeds of Refinancing Indebtedness); (iv) Interest Swap Obligations of the Company covering Indebtedness of the Company or any of its Restricted Subsidiaries and Interest Swap Obligations of any Restricted Subsidiary of the Company covering Indebtedness of such Restricted Subsidiary; provided, however, that such Interest Swap Obligations are entered into to protect the Company and its Restricted Subsidiaries from fluctuations in interest rates on Indebtedness incurred in accordance with this Indenture; (v) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding -14-

other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (vi) Indebtedness of a Wholly Owned Restricted Subsidiary of the Company to the Company or to a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Wholly Owned Restricted Subsidiary of the Company, in each case subject to no Lien other than Liens permitted under this Indenture; provided that if as of any date any Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness other than a Lien permitted under this Indenture, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness; (vii) Indebtedness of the Company to a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Company, in each case subject to no Lien other than a Lien permitted under this Indenture; provided that (a) any Indebtedness of the Company to any Wholly Owned Restricted Subsidiary of the Company is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under this Indenture and the Notes (including any Indebtedness that is pari passu with this Indenture and the Notes) and (b) if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Company owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness other than a Lien permitted under this Indenture, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the Company; (viii) Indebtedness arising from the honoring by a bank or other financial institution of a daylight overdraft or Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two business days of incurrence; (ix) Indebtedness of the Company or any of its Restricted Subsidiaries represented by reimbursement obligations in respect of letters of credit for the account of the Company or such Restricted Subsidiary, as the case may be, which letters of credit were issued in order to provide security for workers' compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business; (x) Indebtedness in respect of trade letters of credit, standby letters of credit or performance, surety or appeal bonds, in each case incurred in the ordinary course of business and securing obligations not constituting Indebtedness; (xi) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries not to exceed the -15-

greater of (i) $2,500,000 and (ii) 5% of Consolidated Tangible Assets of the Company and its Restricted Subsidiaries at any one time outstanding; (xii) Refinancing Indebtedness; and (xiii) additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed $[2,500,000] at any one time outstanding (which amount may, but need not, be incurred in whole or in part under the New Credit Facility). "Permitted Investments" means (i) Investments by the Company or any ---------------------- Restricted Subsidiary of the Company in any Person that is or will become immediately after such Investment a Wholly Owned Restricted Subsidiary of the Company or that will merge or consolidate into the Company or a Wholly Owned Restricted Subsidiary of the Company, (ii) Investments in the Company by any Restricted Subsidiary of the Company; provided that any Indebtedness evidencing such Investment is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under the Notes and this Indenture; (iii) investments in cash and Cash Equivalents; (iv) loans and advances to employees and officers of the Company and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of $500,000 at any one time outstanding; (v) Currency Agreements and Interest Swap Obligations entered into in the ordinary course of the Company's or its Restricted Subsidiaries' businesses and otherwise in compliance with this Indenture; (vi) additional Investments not to exceed $500,000 at any one time outstanding; (vii) Investments in securities of trade creditors or customers received pursuant to any workout, compromise, plan of reorganization or similar arrangement upon the bankruptcy or insolvency or financial distress of such trade creditors or customers; (viii) Investments made by the Company or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with Section 4.15; and (ix) Investments by the Company or its Restricted Subsidiaries in joint ventures in an aggregate amount not in excess of $1,000,000 at any time outstanding. "Permitted Liens" means the following types of Liens: (i) Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate action and as to which the Company or its Restricted Subsidiaries shall have set aside on its books such reserves, if any, as may be required pursuant to GAAP; (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof; (iii) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of -16-

social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), including any Lien securing letters of credit issued in connection with any of the foregoing; (iv) judgment Liens not giving rise to an Event of Default; (v) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; (vi) any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to any property or asset which is not leased property subject to such Capitalized Lease Obligation; (vii) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (viii) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof; -17-

(ix) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set-off; (x) Liens securing Interest Swap Obligations which Interest Swap Obligations relate to Indebtedness that is otherwise permitted under this Indenture; (xi) Liens securing Purchase Money Indebtedness permitted pursuant to clause (xi) of the definition of "Permitted Indebtedness"; provided, however, that (A) the Indebtedness shall not exceed the cost of such property or assets and shall not be secured by any property or assets of the Company or any Restricted Subsidiary of the Company other than the property and assets so acquired or constructed and (B) the Lien securing such Indebtedness shall be created within 180 days of such acquisition or construction or, in the case of a refinancing of any Purchase Money Indebtedness, within 180 days of such refinancing; (xii) Liens securing obligations under Currency Agreements; (xiii) any lease or sublease not interfering in any material respect with the business of the Company and its Subsidiaries; (xiv) Liens with respect to obligations that do not in the aggregate exceed $1,500,000 at any one time outstanding; (xv) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods; (xvi) Liens on the assets of a Managed Care Entity pursuant to the applicable rules, or regulations of, or undertakings made to, any regulatory entity having jurisdiction and authority over such Managed Care Entity; (xvii) Liens arising under customary provisions in joint venture agreements and other similar agreements; and (xviii) Liens securing Acquired Indebtedness incurred in accordance with Section 4.12; provided that (A) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company and (B) such Liens do not extend to or cover any property or assets of the Company or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary of the Company and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company. "Person" means an individual, partnership, corporation, unincorporated ------ organization, limited liability company, trust or joint venture, or a governmental agency or political subdivision thereof. "Physical Notes" has the meaning set forth in Section 2.01. -------------- "Plan of Liquidation" means, with respect to any Person, a plan --------------------- (including by operation of law) that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously) (a) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety or substantially as an entirety and (b) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition and all or substantially all of the remaining assets of such Person to holders of Capital Stock of such Person. "Preferred Stock" of any Person means any Capital Stock of such Person ---------------- that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation. "principal" of any Indebtedness (including the Notes) means the --------- principal amount of such Indebtedness. -18-

"pro forma" means, with respect to any calculation made or required to --------- be made pursuant to the terms of this Indenture, a calculation in accordance with Article 11 of Regulation S-X under the Securities Act, as determined by the Board of Directors of the Company in consultation with its independent public accountants. "Purchase Money Indebtedness" means Indebtedness of the Company or its ---------------------------- Restricted Subsidiaries incurred for the purpose of financing all or any part of the purchase price or the cost of installation, construction or improvement of property or equipment. "Qualified Capital Stock" means any Capital Stock that is not -------------------------- Disqualified Capital Stock. "Qualified Proceeds" means any of the following or any combination of ------------------- the following: (i) cash, (ii) Cash Equivalents, (iii) assets that are used or usable in the business of the Company and its Subsidiaries as existing on the Effective Date or a business reasonably related or complementary thereto and (iv) Capital Stock of any Person engaged primarily in the business of the Company and its Subsidiaries as existing on the Effective Date or a business reasonably related or complementary thereto if, in connection with the receipt by the Company or any Restricted Subsidiary of the Company of such Capital Stock: (A) such Person becomes a Restricted Subsidiary; or (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into the Company or any Restricted Subsidiary of the Company. "Record Date" means the Record Date specified in the Notes. ----------- "Redemption Date" when used with respect to any Note to be fully or ---------------- partially redeemed, means the date fixed for such redemption pursuant to this Indenture and the Notes. "redemption price" when used with respect to any Note to be redeemed, ----------------- means the price fixed for such redemption, including principal, pursuant to this Indenture and the Notes. "Reference Date" has the meaning set forth in Section 4.10. -------------- "Refinance" means, in respect of any security or Indebtedness, to --------- refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. "Refinanced" and "Refinancing" shall have correlative meanings. "Refinancing Indebtedness" means any Refinancing by the Company or any ------------------------- Restricted Subsidiary of the Company of Indebtedness incurred in accordance with Section 4.12 or clauses (i) and (iii) of the definition of Permitted Indebtedness, in each case that does not (1) result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any accrued interest required to be paid under the terms of the instrument governing such Indebtedness and plus the -19-

amount of reasonable fees and expenses incurred by the Company in connection with such Refinancing) or (2) create Indebtedness with (A) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced or (B) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (x) if such Indebtedness being Refinanced is Indebtedness of the Company only, then such Refinancing Indebtedness shall be Indebtedness solely of the Company, (y) if such Indebtedness being Refinanced is subordinate or junior to the Notes, then such Refinancing Indebtedness shall be subordinate or junior to the Notes at least to the same extent and in the same manner as the Indebtedness being Refinanced, and (z) if the full amount of such Indebtedness incurred is used to make optional redemptions pursuant to Section 3.03, and such Indebtedness is pari passu with or subordinate to the Notes, such Indebtedness may have a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced. "Registrar" has the meaning set forth in Section 2.03. --------- "Registration Rights Agreement" means the Registration Rights Agreement ----------------------------- dated as of the Effective Date among the Company and the 10% Issuees. "Restricted Payment" shall have the meaning set forth in Section 4.10. ------------------ "Restricted Security" has the meaning assigned to such term in Rule -------------------- 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Security. "Restricted Subsidiary" of any Person means any Subsidiary of such ---------------------- Person which at the time of determination is not an Unrestricted Subsidiary. "Restructuring Expenses" means restructuring and reorganization costs, ----------------------- including professional fees, payments under retention and severance plans and programs, payments to settle claims, including claims of landlords under leases, expenses associated with the disposition or closing of facilities, including retail locations, and any other costs and expenses associated with the plans of reorganization described in the Disclosure Statement, including any amounts placed in any claims reserve. "Sale and Leaseback Transaction" means any direct or indirect ---------------------------------- arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Effective Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property. -20-

"S&P" means Standard & Poor's Ratings Services, a division of The --- McGraw Hill Companies, Inc., and its successors. "Securities Act" means the Securities Act of 1933, as amended, and the -------------- rules and regulations of the Commission promulgated thereunder. "Security" has the meaning set forth in the Granting Clause. -------- "Significant Subsidiary," with respect to any Person, means any ----------------------- Restricted Subsidiary of such Person that satisfies the criteria for a "Significant Subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act. "Subsidiary," with respect to any Person, means (i) any corporation of ---------- which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person or (ii) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person. "Surviving Entity" shall have the meaning set forth in Section 5.01. ---------------- "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. --- Sections 77aaa-77bbbb), as amended, as in effect on the date of this Indenture, except as otherwise provided in Section 9.03. "Trust Officer" means any officer of the Trustee assigned by the -------------- Trustee to administer this Indenture, or in the case of a successor trustee, an officer assigned to the department, division or group performing the corporate trust work of such successor and assigned to administer this Indenture. "Trustee" means the party named as such in this Indenture until a ------- successor replaces it in accordance with the provisions of this Indenture and thereafter means such successor. "UCC" means the Uniform Commercial Code, as in effect in New York, as --- amended. "Unrestricted Subsidiary" of any Person means (i) any Subsidiary of ------------------------ such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that (x) the Company certifies to the Trustee -21-

that such designation complies with Section 4.10 and (y) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions. "U.S. Government Obligations" mean direct obligations of, and ------------------------------- obligations guaranteed by, the United States of America for the payment of which the full faith and credit of the United States of America is pledged. "U.S. Legal Tender" means such coin or currency of the United States of ----------------- America as at the time of payment shall be legal tender for the payment of public and private debts. "Weighted Average Life to Maturity" means, when applied to any ------------------------------------- Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment. "Wholly Owned Restricted Subsidiary" of any Person means any Restricted ---------------------------------- Subsidiary of such Person of which all the outstanding voting securities (other than in the case of a foreign Restricted Subsidiary, directors' qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Restricted Subsidiary of such Person. "Working Capital" means the sum of accounts receivable (net of ---------------- reserves), inventories, and other current assets (exclusive of cash), less the sum of accounts payable and accrued expenses. SECTION 1.02 Incorporation by Reference of TIA. --------------------------------- Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in, and made a part of, this Indenture. The following TIA terms used in this Indenture have the following meanings: -22-

"indenture securities" means the Notes. "indenture security holder" means a Holder. "indenture to be qualified" means this Indenture. "indenture trustee" or "institutional trustee" means the Trustee. "obligor" on the Indenture securities means the Company or any other obligor on the Notes. All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule and not otherwise defined herein have the meanings assigned to them therein. SECTION 1.03 Rules of Construction. --------------------- Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP as of any date of determination; (3) "or" is not exclusive; (4) words in the singular include the plural, and words in the plural include the singular; (5) "herein," "hereof" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and (6) any reference to a statute, law or regulation means that statute, law or regulation as amended and in effect from time to time and includes any successor statute, law or regulation; PROVIDED, HOWEVER, that any reference to the Bankruptcy Law shall mean the Bankruptcy Law as applicable to the relevant case. ARTICLE TWO THE NOTES --------- SECTION 2.01. Form and Dating. --------------- The Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT A. The Notes may have notations, legends or -23-

endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. If required, the Notes may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Note, annexed hereto as EXHIBIT A, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes shall be issued in the form of permanent certificated Notes in definitive registered form in substantially the form set forth in EXHIBIT A (the "Physical Notes"). The aggregate principal amount of each Note may from time to time be decreased as a result of prepayments of principal pursuant to Sections 3.03 and 3.06 by adjustments made on the records of the Trustee. SECTION 2.02 Execution and Authentication; Aggregate Principal Amount. ----------------------------- Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue in the aggregate principal amount not to exceed $120,000,000 upon a written order of the Company in the form of an Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated and such other information as the Trustee may reasonably request. The aggregate principal amount of Notes outstanding at any time may not exceed $120,000,000, except as provided in Sections 2.07 and 2.08. In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Indenture subsequent to the Effective Date pursuant to the first sentence of the immediately preceding paragraph, the Company shall use its reasonable efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at -24-

such time; PROVIDED, HOWEVER, that if any series of Notes issued under this Indenture subsequent to the Effective Date is determined, pursuant to an Opinion of Counsel of the Company in a form satisfactory to the Trustee to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. SECTION 2.03. Registrar and Paying Agent. -------------------------- The Company shall maintain an office or agency (which shall be located in the Borough of Manhattan in the City of New York, State of New York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange ("Registrar"), (b) Notes may be presented or surrendered for payment ("Paying Agent") and (c) notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company hereby initially designates the office of State Street Bank and Trust Company N.A., 61 Broadway, 15th Floor, New York, New York 10006, Attn: Corporate Trust Division, as its office or agency in the Borough of Manhattan, the City of New York. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company, upon prior written notice to the Trustee, may have one or more co-Registrars and one or more additional paying agents acceptable to the Trustee. The term "Paying Agent" includes any additional Paying Agent. The Company may act as its own Paying Agent, except that for the purposes of payments on the Notes pursuant to Sections 4.14 and 4.15, neither the Company nor any Affiliate of the Company may act as Paying Agent. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.07. -25-

The Company initially appoints the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes, until such time as the Trustee has resigned or a successor has been appointed. Any of the Registrar, the Paying Agent or any other agent may resign upon 30 days' notice to the Company. SECTION 2.04. Paying Agent To Hold Assets in Trust. ------------------------------------ The Company shall require each Paying Agent other than the Trustee to agree in writing that, subject to Article Ten, such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all assets held by the Paying Agent for the payment of principal of or interest on, the Notes (whether such assets have been distributed to it by the Company or any other obligor on the Notes), and the Company and the Paying Agent shall notify the Trustee of any Default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed and the Trustee may at any time during the continuance of any payment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets. SECTION 2.05. Holder Lists. ------------ The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders. If the Trustee is not the Registrar, the Company shall furnish or cause the Registrar to furnish to the Trustee five (5) Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing a list as of such date and in such form as the Trustee may require of the names and addresses of the Holders, which list may be conclusively relied upon by the Trustee. SECTION 2.06. Transfer and Exchange. --------------------- When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes or other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; PROVIDED, HOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Sections 2.10, 3.04, 4.14, 4.15 or 9.05, in which event the Company shall be responsible for the payment of such taxes). -26-

The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part or (iii) between a Record Date and the next succeeding Interest Payment Date. SECTION 2.07. Replacement Notes. ----------------- If a mutilated Note is surrendered to the Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the Trustee's requirements are met. If required by the Trustee or the Company, such Holder must provide satisfactory evidence of such loss, destruction or taking, and an indemnity bond or other indemnity of reasonable tenor, sufficient in the reasonable judgment of the Company and the Trustee, to protect the Company, the Trustee or any Agent from any loss which any of them may suffer if a Note is replaced. Every replacement Note shall constitute an obligation of the Company. The Company and the Trustee each may charge such Holder for its expenses in replacing such Note. SECTION 2.08. Outstanding Notes. ----------------- Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to the provisions of Section 2.09, a Note does not cease to be outstanding because the Company or any of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a BONA FIDE purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If on a Redemption Date or the Maturity Date the Paying Agent holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed not to be outstanding and interest on them shall cease to accrue. SECTION 2.09. Treasury Notes. -------------- In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver, consent or notice, Notes owned by the Company or -27-

an Affiliate of the Company shall be considered as though they are not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so considered. The Company shall notify the Trustee, in writing, when it or, to its knowledge, any of its Affiliates repurchases or otherwise acquires Notes, of the aggregate principal amount of such Notes so repurchased or otherwise acquired and such other information as the Trustee may request and the Trustee shall be entitled to rely thereon. SECTION 2.10. Temporary Notes. --------------- Until definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes upon receipt of a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of temporary Notes to be authenticated and the date on which the temporary Notes are to be authenticated. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes and so indicate in the Officers' Certificate. Without unreasonable delay, the Company shall prepare and execute and the Trustee shall authenticate, upon receipt of a written order of the Company pursuant to Section 2.02, definitive Notes in exchange for temporary Notes. SECTION 2.11. Cancellation. ------------ The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent, and no one else, shall cancel and, at the written direction of the Company, shall dispose, in its customary manner, of all Notes surrendered for transfer, exchange, payment or cancellation. Subject to Section 2.07, the Company may not issue new Notes to replace Notes that it has paid or delivered to the Trustee for cancellation. If the Company shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.11. SECTION 2.12. Defaulted Interest. ------------------ The Company shall pay interest on overdue principal and on overdue installments of interest (without regard to any applicable grace periods), to the extent lawful, from time to time on demand at the rate then borne by the Notes plus 2%. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, and, in the case of a partial month, the actual number of days elapsed. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted amounts, plus (to the extent lawful) any interest payable on the defaulted amounts (collectively, "Default Interest"), to the Persons who are Holders on a subsequent special record date, which special record date shall be the fifteenth day next preceding the date fixed -28-

by the Company for the payment of Default Interest or the next succeeding Business Day if such date is not a Business Day. The Company shall notify the Trustee in writing of the amount of Default Interest proposed to be paid on each Note and the date of the proposed payment (a "Default Interest Payment Date"), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Default Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Default Interest as provided in this Section; PROVIDED, HOWEVER, that in no event shall the Company deposit monies proposed to be paid in respect of Default Interest later than 11:00 a.m. New York City time of the proposed Default Interest Payment Date. At least 15 days before the subsequent special record date, the Company shall mail (or cause to be mailed) to each Holder, as of a recent date selected by the Company, with a copy to the Trustee, a notice that states the subsequent special record date, the payment date and the amount of Default Interest to be paid. Notwithstanding the foregoing, any Default Interest which is paid prior to the expiration of the 30-day period set forth in Section 6.01(a) shall be paid to Holders as of the regular record date for the Interest Payment Date for which interest has not been paid. Notwithstanding the foregoing, the Company may make payment of any Default Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. SECTION 2.13. CUSIP Numbers. ------------- The Company in issuing the Notes may use one or more "CUSIP" numbers, and, if so, the Trustee shall use the CUSIP numbers in notices of redemption or exchange as a convenience to Holders; PROVIDED, HOWEVER, that no representation is hereby deemed to be made by the Trustee as to the correctness or accuracy of the CUSIP number printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee of any change in the CUSIP numbers. SECTION 2.14. Deposit of Monies. ----------------- Prior to 11:00 a.m. New York City time on each Interest Payment Date, Maturity Date, Redemption Date and Change of Control Payment Date, the Company shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date, Maturity Date, Redemption Date and Change of Control Payment Date, as the case may be, in a timely manner which permits the Paying Agent to remit payment to the Holders on such Interest Payment Date, Maturity Date, Redemption Date and Change of Control Payment Date, as the case may be. -29-

ARTICLE THREE REDEMPTION ---------- SECTION 3.01. Notices to Trustee. ------------------ If the Company elects to redeem Notes pursuant to Paragraph 5 of the Notes and Section 3.03, it shall notify the Trustee and the Paying Agent in writing of the Redemption Date and the principal amount of the Notes to be redeemed. The Company shall give each notice provided for in this Section 3.01 at least 45 but not more than 90 days before the Redemption Date (unless a shorter notice period shall be satisfactory to the Trustee, as evidenced in a writing signed on behalf of the Trustee), together with an Officers' Certificate stating that such redemption shall comply with the conditions contained herein and in the Notes, the Redemption Date, the redemption price and the principal amount of the Notes to be redeemed. If the Company is required to make an offer to redeem Notes pursuant to the provisions of Section 4.14 or 4.15 hereof, it shall furnish to the Trustee at least 45 days but not more than 90 days before a Redemption Date (or such shorter period as may be agreed to by the Trustee in writing), an Officers' Certificate setting forth (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed, (iv) the redemption price and (v) a statement to the effect that (a) the Company or one of its Subsidiaries has effected an Asset Sale and the conditions set forth in Section 4.15 have been satisfied or (b) a Change of Control has occurred and the conditions set forth in Section 4.14 have been satisfied, as applicable. SECTION 3.02. Selection of Notes To Be Redeemed. --------------------------------- In the event that less than all of the Notes are to be redeemed at any time, selection of such Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or, if such Notes are not then listed on a national securities exchange, on a pro rata basis; provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in part; provided, further, that if a partial redemption is made with the proceeds of an Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited. Notice of redemption shall be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the -30-

Paying Agent funds in satisfaction of the applicable redemption price pursuant to this Indenture. SECTION 3.03. Optional Redemption. ------------------- The Notes will be redeemable after the Effective Date, at the Company's option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount thereof, plus, in each case, accrued and unpaid interest thereon, if any, to the date of redemption. If the Company shall consummate an Equity Offering, the proceeds of such offering shall be used to (i) pay (subject to waiver by the Lender) amounts owing under the New Credit Facility and (ii) make principal payments (subject to waiver by the Holders of a majority in aggregate principal amount of the Notes) on the Notes. In order to effect the foregoing redemption with the proceeds of any Equity Offering, the Company shall make such redemption not more than 120 days after the consummation of any such Equity Offering. SECTION 3.04. Notice of Redemption. -------------------- At least 30 days but not more than 60 days before any Redemption Date, the Company shall mail or cause to be mailed a notice of redemption by first class mail to each Holder of Notes to be redeemed at its registered address, with a copy to the Trustee and any Paying Agent. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at the Company's expense. The Company shall provide such notices of redemption to the Trustee at least ten days before the intended mailing date. In any case, failure to give such notice or any defect in the notice to the holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note. Each notice of redemption shall identify (including the CUSIP number) the Notes to be redeemed and shall state: (1) the Redemption Date; (2) the redemption price and the amount of accrued interest, if any, to be paid; (3) the name and address of the Paying Agent; (4) the subparagraph of the Notes pursuant to which such redemption is being made; (5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price plus accrued interest, if any; (6) that, unless the Company defaults in making the redemption payment, interest on Notes or applicable portions thereof called for redemption ceases to accrue on and after the Redemption Date, and the only remaining right of the Holders of such -31-

Notes is to receive payment of the redemption price plus accrued interest as of the Redemption Date, if any, upon surrender to the Paying Agent of the Notes redeemed; (7) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date, and upon surrender of such Note, a new Note or Notes in the aggregate principal amount equal to the unredeemed portion thereof will be issued; and (8) if fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption. No representation is made as to the accuracy of the CUSIP numbers listed in such notice or printed on the Notes. -24-

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes. SECTION 3.05. Effect of Notice of Redemption. ------------------------------ Once notice of redemption is mailed in accordance with Section 3.04, such notice of redemption shall be irrevocable and Notes called for redemption become due and payable on the Redemption Date and at the redemption price plus accrued interest as of such date, if any. Upon surrender to the Trustee or Paying Agent, such Notes called for redemption shall be paid at the redemption price plus accrued interest thereon to the Redemption Date, but installments of interest, the maturity of which is on or prior to the Redemption Date, shall be payable to Holders of record at the close of business on the relevant record dates referred to in the Notes. Interest shall accrue on or after the Redemption Date and shall be payable only if the Company defaults in payment of the redemption price. SECTION 3.06. Mandatory Redemption. -------------------- The Notes shall be redeemed, in whole or in part, on each February 28 and August 31 (each such date, a "Mandatory Redemption Payment Date"), by payment of 100% of Excess Cash Flow in accordance with the provisions of Section 3.07. "Excess Cash Flow" shall mean Consolidated EBITDA for the fiscal six month period expiring on the last day of each December and June, respectively, prior to each Mandatory Redemption Payment Date (such last day, the "Balance Sheet Date", provided, however, that the initial "Balance Sheet Date" shall be designated as December 31, 2001 and the initial Mandatory Redemption Payment Date shall be February 28, 2002), plus (to the extent made, incurred or accrued during such six month period) decreases in Working Capital, but less (to the extent made, incurred or accrued during such six month period), without duplication, (i) the items described in clause (ii) of the definition of "Consolidated EBITDA" (exclusive of depreciation and amortization), (ii) expenditures on capital assets, (iii) increases in Working Capital, (iv) -32-

payments or prepayments of principal and fees or other amounts under the New Credit Facility, (v) any optional redemption amount paid by the Company pursuant to Section 3.03 since the most recent Mandatory Redemption Payment Date, (vi) payments of Restructuring Expenses, and (vii) any payments made pursuant to Section 4.14; provided, however, that any payment of Excess Cash Flow shall be reduced to the extent necessary so that, after giving effect to such payment, the amount of cash possessed by the Company as of each respective Balance Sheet Date is at least $3,000,000. Cash possessed by the Company is determined on a consolidated basis in accordance with GAAP. The Company shall provide at least five Business Days notice to the Trustee prior to each Mandatory Redemption Payment Date setting forth the amount, if any, of Excess Cash Flow to be distributed. The Trustee may rely on such notice with respect to the amount of such Excess Cash Flow without further inquiry. If the Trustee does not receive such a notice setting forth an amount of Excess Cash Flow to be distributed prior to any Mandatory Redemption Payment Date, it may assume, without further inquiry, that no mandatory redemption pursuant to this Section 3.06 shall be made for such Mandatory Redemption Payment Date. If, after any Mandatory Redemption Payment Date, it is determined, by audit or otherwise, to record adjustments to the Company's financial statements as of the related Balance Sheet Date (such adjustments, the "Financial Adjustments"), no adjustment shall be made to the related calculation of Excess Cash Flow, but the calculation of Excess Cash Flow next succeeding the recording of such Financial Adjustments shall be adjusted to give effect to such Financial Adjustments, with the effect that the dollar amount resulting from the calculation of Excess Cash Flow related to such Mandatory Redemption Payment Date plus the dollar amount of such succeeding calculation of Excess Cash Flow shall be equal to the aggregate dollar amount which would have been calculated if the applicable Financial Adjustments had been made as of the initial relevant Balance Sheet Date and not as of such succeeding Balance Sheet Date. SECTION 3.07. Deposit of Redemption Price. --------------------------- On or before 11:00 a.m. New York City time on the Redemption Date and in accordance with Section 2.14, the Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay the redemption price plus accrued interest, if any, of all Notes to be redeemed on that date. The Paying Agent shall promptly return to the Company any U.S. Legal Tender so deposited which is not required for that purpose, except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. Unless the Company fails to comply with the preceding paragraph and defaults in the payment of such redemption price plus accrued interest, if any, interest on the Notes to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Notes are presented for payment. SECTION 3.08. Notes Redeemed in Part. ---------------------- Upon surrender of a Note that is to be redeemed in part, the Trustee shall authenticate for the Holder a new Note or Notes equal in principal amount to the unredeemed portion of the Note surrendered. -33-

ARTICLE FOUR COVENANTS --------- SECTION 4.01. Payment of Notes. ---------------- (a) The Company shall pay the principal of, Default Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. (b) An installment of principal of or interest on the Notes shall be considered paid on the date it is due if the Trustee or Paying Agent (other than the Company or any of its Affiliates) holds, prior to 11:00 a.m. New York City time on that date, U.S. Legal Tender designated for and sufficient to pay the installment in full and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture or the Notes. (c) Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder. SECTION 4.02. Maintenance of Office or Agency. ------------------------------- The Company shall maintain the office or agency required under Section 2.03. The Company shall give prior written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 11.02. SECTION 4.03. Corporate Existence. ------------------- Except as provided in Article Five, the Company shall do or shall cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership or other existence of each of its Restricted Subsidiaries in accordance with the respective organizational documents of the Company and each such Restricted Subsidiary and the rights (charter and statutory) and material franchises of the Company and its Restricted Subsidiaries. SECTION 4.04. Payment of Taxes and Other Claims. --------------------------------- The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of the Subsidiaries or properties of the Company or any of the Subsidiaries and (ii) all material lawful claims for labor, materials and supplies that, if -34-

unpaid, might by law become a Lien upon the property of the Company or any of the Subsidiaries; PROVIDED, HOWEVER, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate negotiations or proceedings properly instituted and diligently conducted for which adequate reserves, to the extent required under GAAP, have been taken. SECTION 4.05. Maintenance of Properties and Insurance. ------------- (a) The Company and each of its Subsidiaries shall cause all material properties owned by or leased to it and used or useful in the conduct of its business to be maintained and kept in normal condition, repair and working order and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company or such Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company or any of its Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of the Subsidiary concerned, or of an officer (or other agent employed by the Company or any of its Subsidiaries) of the Company or such Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any of its Subsidiaries. (b) The Company and the Subsidiaries shall cause to be provided insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the good faith judgment of the respective Boards of Directors or other governing body or officer or other agent of the Company or such Subsidiaries, as the case may be, are adequate and appropriate for the conduct of the business of the Company or such Subsidiaries, as the case may be, with reputable insurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the good faith judgment of the respective Boards of Directors or other governing body or officer or other agent of the Company or such Subsidiary, as the case may be, for companies similarly situated in the industry. SECTION 4.06. Compliance Certificate; Notice of Default. ----------------------- (a) The Company shall deliver to the Trustee, within 90 days after the end of each of the Company's fiscal years, an Officers' Certificate (signed by the principal executive officer, principal financial officer and/or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of such officers' knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such obligation and no Default or Event of Default occurred during -35-

such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered pursuant to Section 4.08 shall be accompanied by a written report of the Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (c) So long as any of the Notes are outstanding (i) if any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall promptly deliver to the Trustee by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action promptly of its becoming aware of such occurrence. SECTION 4.07. Compliance with Laws. -------------------- The Company shall comply, and shall cause each of its Subsidiaries to comply, with all applicable statutes, rules, regulations, orders and restrictions of the United States of America, all states and municipalities thereof and of any governmental department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of their respective businesses and the ownership of their respective properties, except for such noncompliances as could not singly or in the aggregate reasonably be expected to have a material adverse effect on the financial condition, business or results of operations of the Company and its Subsidiaries taken as a whole. SECTION 4.08. Reports to Holders. ------------------ The Company shall deliver to the Trustee within 15 days after the filing of the same with the Commission, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the Commission, to the extent permitted, and provide the Trustee and Holders with such annual reports and such information, documents -36-

and other reports specified in Sections 13 and 15(d) of the Exchange Act. The Company shall also comply with the other provisions of TIA Section 314(a). SECTION 4.09. Waiver of Stay, Extension or Usury Laws. -------------- The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) the Company hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. SECTION 4.10. Limitation on Restricted Payments. --------------------------------- The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock, (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b) (c) and (d) being referred to as a "Restricted Payment"), if at the time of such Restricted Payment or immediately after giving effect thereto, (i) a Default or an Event of Default shall have occurred and be continuing or (ii) the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 or (iii) the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Effective Date (the amount expended for such purposes, if other than in cash, being the fair market value of such property as determined reasonably and in good faith by the Board of Directors of the Company) shall exceed the sum of: (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Effective Date and on or prior to the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus (x) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Effective Date and on or prior to the Reference Date of Qualified Capital Stock of the Company; plus (y) without duplication of any amounts included in clause (iii)(x) above, 100% of the aggregate net cash proceeds of any equity contribution -37-

received by the Company from a holder of the Company's Capital Stock (excluding, in the case of clauses (iii)(x) and (y), any net cash proceeds from an Equity Offering to the extent used to redeem the Notes); plus (z) without duplication, the sum of (1) the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to the Effective Date whether through interest payments, principal payments, dividends or other distributions or payments, (2) the net cash proceeds received by the Company or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Subsidiary of the Company) and (3) upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of such Subsidiary; provided, however, that the sum of clauses (1), (2) and (3) above shall not exceed the aggregate amount of all such Investments made subsequent to the Effective Date. Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit: (1) the payment of any dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted on the date of declaration; (2) if no Default or Event of Default shall have occurred and be continuing, the acquisition of any shares of Capital Stock of the Company, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company; (3) if no Default or Event of Default shall have occurred and be continuing, the acquisition of any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes either (i) solely in exchange for shares of Qualified Capital Stock of the Company, or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of (A) shares of Qualified Capital Stock of the Company or (B) Refinancing Indebtedness; and (4) so long as no Default or Event of Default shall have occurred and be continuing, repurchases by the Company of Common Stock of the Company from employees of the Company or any of its Subsidiaries or their authorized representatives or successors upon the death, disability or termination of employment of such employees, in an aggregate amount not to exceed $500,000 in any calendar year. In determining the aggregate amount of Restricted Payments made subsequent to the Effective Date in accordance with clause (iii) of the immediately preceding paragraph, amounts expended pursuant to clauses (1), (2)(ii), 3(ii)(A), (4) and (5) shall be included in such calculation. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with this Indenture and setting forth in reasonable detail the basis upon which the required calculations were computed, which calculations may be based upon the Company's latest available internal quarterly financial statements. SECTION 4.11. Limitations on Transactions with Affiliates. --------------- (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any -38-

property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an "Affiliate Transaction"), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $250,000 shall be approved by a majority of non-interested directors of the Board of Directors or a majority of non-interested directors of a committee of the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such majority of non-interested directors of the Board of Directors or such majority of non-interested directors of the committee of the Board of Directors, as the case may be, have determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,000, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an independent nationally recognized investment banking firm and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors or a committee thereof or senior management; (ii) transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries, PROVIDED such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Effective Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Effective Date; (iv) Restricted Payments permitted by this Indenture; (v) any payment, issuance of securities or other payments, awards or grants, in cash or otherwise, pursuant to, or the funding of, employment arrangements and stock option and stock ownership plans approved by the Board of Directors, or the appropriate committee of the Board of Directors, of the Company; and (vi) loans or advances to officers, directors or employees of the Company or its Restricted Subsidiaries not in excess of $500,000 at any one time outstanding. -39-

SECTION 4.12. Limitation on Incurrence of Additional Indebtedness. -------------------------- The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.5 to 1.0 if such incurrence is on or prior to March 30, 2003 and 3.0 to 1.0 if such incurrence is thereafter and; PROVIDED FURTHER, that the no incurrence of Permitted Indebtedness shall be subject to the Consolidated Fixed Charge Coverage Ratio. For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. Indebtedness of any Person which is outstanding at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary shall be deemed to have been incurred at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary, and Indebtedness which is assumed at the time of the acquisition of any asset shall be deemed to have been incurred at the time of such acquisition. The Company shall not incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes pursuant to subordination provisions that are substantively identical to the subordination provisions of such Indebtedness (or such agreement) that are most favorable to the holders of any other Indebtedness of the Company. SECTION 4.13. Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. -------------------------- The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its -40-

property or assets to the Company or any other Restricted Subsidiary of the Company; except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture; (3) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (4) agreements existing on the Effective Date to the extent and in the manner such agreements are in effect on the Effective Date; (5) any security or pledge agreements, leases or options (or similar agreements) containing customary restrictions on transfers of the assets encumbered thereby or leased or subject to option or on the transfer or subletting of the leasehold interest represented thereby to the extent such agreements, leases or options are not otherwise prohibited under this Indenture; (6) restrictions on cash or other deposits or net worth and prohibitions on assignment imposed by leases that are permitted under this Indenture; (7) customary provisions in joint venture agreements and other similar agreements; (8) the New Credit Facility and any instruments issued pursuant thereto; (9) any agreement or instrument governing Capital Stock of any Person that is acquired after the Effective Date; (10) Liens permitted to be incurred pursuant to Section 4.17; (11) any restrictions on a Managed Care Entity pursuant to the applicable rules or regulations of, or undertakings made to, any regulatory entity having jurisdiction and authority over such Managed Care Entity; or (12) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2) through (11) above; PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (2) through (11). SECTION 4.13. Change of Control. ----------------- (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require that the Company purchase all or a portion of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer"), at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase. (b) Within 30 days following the date upon which the Change of Control occurred, the Company shall send, by first class mail, a notice to each Holder at such Holder's last registered address, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered and not withdrawn shall be accepted for payment; (ii) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 45 days from the -41-

date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date"); (iii) that any Note not tendered shall continue to accrue interest; (iv) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; (vi) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; (vii) that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, however, that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and (viii) the circumstances and relevant facts regarding such Change of Control. On the Change of Control Payment Date, the Company shall, to the extent permitted by law, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers' Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and deliver to each Holder new Physical Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any, provided that each new Physical Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall notify the Trustee and the Holders of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Neither the Board of Directors of the Company nor the Trustee may waive the provisions of this Section 4.14 relating to the Company's obligation to make a Change of Control Offer or a Holder's right to redemption upon a Change of Control. -42-

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the provisions of this Section 4.14 by virtue thereof. SECTION 4.15. Limitation on Asset Sales. ------------------------- The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors), (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of Qualified Proceeds and shall be received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof (A) first to prepay (subject to waiver by the Lender) Indebtedness under the New Credit Facility and (B) then to make (subject to waiver by the Holders of a majority in aggregate principal amount of the Notes) redemptions of principal on the Notes by means of a redemption notice as described in Section 3.04. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted pursuant to Section 5.01, the surviving entity shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this Section 4.15 with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be for cash in an Asset Sale for purposes of this Section 4.15. SECTION 4.16. Limitation on Preferred Stock of Restricted Subsidiaries. --------------------------- The Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company. -43-

SECTION 4.17. Limitation on Liens. ------------------- The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind against or upon any property or assets of the Company or any of its Restricted Subsidiaries whether owned on the Effective Date or acquired after the Effective Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless (i) in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Notes, the Notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens and (ii) in all other cases, the Notes are equally and ratably secured, except for (A) Liens existing as of the Effective Date to the extent and in the manner such Liens are in effect on the Effective Date; (B) Liens securing Indebtedness and other obligations under the New Credit Facility; (C) Liens securing the Notes; (D) Liens in favor of the Company or a Wholly Owned Restricted Subsidiary of the Company on assets of any Restricted Subsidiary of the Company; (E) Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness which has been secured by a Lien permitted under this Indenture and which has been incurred in accordance with the provisions of this Indenture; PROVIDED, HOWEVER, that such Liens (I) are no less favorable to the Holders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced and (II) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced; and (F) Permitted Liens. SECTION 4.18. INTENTIONALLY OMITTED. SECTION 4.19. DTC and PORTAL Eligibility. --------------------------- The Company shall use its reasonable efforts to cause the Notes, or a portion thereof, to be registered for book-entry with the Depository Trust Company, its nominee or successors ("DTC") as soon as is practicable but in any event within 30 days from the Effective Date. The Trustee shall act as custodian for DTC with respect to the Notes. To the extent that the Notes are eligible for qualification on the PORTAL MARKET, the Company shall use its reasonable efforts to cause the Notes to be so qualified. SECTION 4.20. Conduct of Business. ------------------- The Company and its Restricted Subsidiaries shall not engage in any businesses which are not the same, similar or reasonably related to the businesses in which the Company and its Restricted Subsidiaries are engaged on the Effective Date. SECTION 4.21. Protection of Security; Acknowledgment of Pledge ------------------------------------------------ (a) The Company shall, from time to time, execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to: -44-

(i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; or (iii) preserve and defend title to the Security and the several rights of the Trustee and the Holders in the Security (as their several interests appear as set in the Granting Clauses) against the claims of all persons and parties; and the Company hereby designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required by the Trustee pursuant to this Section 4.21. (b) The Company shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Security or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture or such other instrument or agreement. (c) The Company shall punctually perform and observe all of its obligations and agreements included in the Security, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture in accordance with and within the time periods provided for herein. (d) The Company shall cause to be furnished to the Trustee, promptly after the execution and delivery of this Indenture, and promptly after the execution and delivery of any amendment hereto or any other instrument of further assurance, an Opinion of Counsel stating that, in the opinion of such counsel, subject to customary exclusions and exceptions reasonably acceptable to the Trustee, either (i) this Indenture has been properly recorded, registered and filed so as to make effective the Lien intended to be created hereby and reciting the details of such action, or (ii) no such action is necessary to make such Lien and assignment effective. (e) The Company shall cause to be furnished to the Trustee, on or before each anniversary of the execution of this Indenture, an Opinion of Counsel, dated as of such date, stating that, in the opinion of such counsel, subject to customary exclusions and exceptions reasonably acceptable to the Trustee, either (i) all such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refilling of the Indenture, all supplemental indentures, financing statements, continuation statements and all other instruments of further assurance as are necessary to maintain the Lien of this Indenture and reciting the details of such action, or (ii) no such action is necessary to maintain such Lien and assignment effective. -45-

ARTICLE FIVE SUCCESSOR CORPORATION --------------------- SECTION 5.01. Merger, Consolidation and Sale of Assets. ------------------- (a) The Company shall not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and interest on all of the Notes and the performance of every covenant of the Notes, this Indenture [and the Registration Rights Agreement] on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, (1) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and (iv) the Company or the Surviving Entity shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing clauses (ii) and (iii), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or to another Restricted Subsidiary and (b) the Company may merge with or transfer all of its properties and assets to an Affiliate incorporated or formed solely for the purpose of either reincorporating or reforming the Company in another State of the United -46-

States so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. (b) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions but excluding the creation of any Lien permitted to be incurred pursuant to Section 4.17) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) The creation of a Lien permitted to be incurred pursuant to Section 4.17 shall not constitute a disposition for the purposes of this Section 5.01. -35-

SECTION 5.02. Successor Corporation Substituted. --------------------------------- Upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with Section 5.01, in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such surviving entity had been named as such. ARTICLE SIX REMEDIES -------- SECTION 6.01. Events of Default. ----------------- An "Event of Default" means any of the following events: (a) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days (whether or not such payment shall be prohibited by Article Ten of this Indenture); (b) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or the failure to make a mandatory redemption pursuant to Section 3.06) (whether or not such payment shall be prohibited by Article Ten of this Indenture); (c) a default in the observance or performance of any other covenant or agreement contained in this Indenture which default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount -47-

of the Notes (except in the case of a default with respect to Section 5.01, which shall constitute an Event of Default with such notice requirement but without such passage of time requirement); (d) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $5,000,000 or more at any time; (e) one or more judgments in an aggregate amount in excess of $5,000,000 shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; (f) the Company or any of its Significant Subsidiaries pursuant to or under or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against it in an involuntary case or proceeding; (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property; (iv) makes a general assignment for the benefit of its creditors; or (v) shall generally not pay its debts when such debts become due or shall admit in writing its inability to pay its debts generally; or (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company or any of its Significant Subsidiaries in an involuntary case or proceeding, (ii) appoints a Custodian of the Company or any of its Significant Subsidiaries for all or substantially all of their properties taken as a whole, or (iii) orders the liquidation of the Company or any of its Significant Subsidiaries, and in each case the order or decree remains unstayed and in effect for 60 days. -48-

SECTION 6.02. Acceleration. ------------ If an Event of Default (other than an Event of Default specified in Section 6.01 (f) or (g) relating to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration of acceleration, and the same shall become immediately due and payable. If an Event of Default specified in Section 6.01 (f) or (g) with respect to the Company occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. SECTION 6.03. Other Remedies. -------------- (a) If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of the principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. (b) All rights of action and claims under this Indenture or the Notes may be enforced by the Trustee even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law. SECTION 6.04. Waiver of Past Defaults. ----------------------- Prior to the acceleration of the Notes, the Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, on behalf of the Holders of all the Notes, waive any existing Default or Event of Default and its consequences -49-

under this Indenture, except a Default or Event of Default specified in Section 6.01(a) or (b) or in respect of any provision hereof which cannot be modified or amended without the consent of the Holder so affected pursuant to Section 9.02. When a Default or Event of Default is so waived, it shall be deemed cured and shall cease to exist. This Section 6.04 shall be in lieu of Section316(a)(1)(B) of the TIA and such Section316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. SECTION 6.05. Control by Majority. ------------------- Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Article Six and under the TIA. The Holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided, however, that the Trustee may refuse to follow any direction (a) that conflicts with any rule of law or this Indenture, (b) that the Trustee, in its sole discretion, determines may be unduly prejudicial to the rights of another Holder (it being understood that the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders), or (c) that may expose the Trustee to personal liability for which adequate indemnity provided to the Trustee against such liability is not reasonably assured to it; provided, further, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction or this Indenture. This Section 6.05 shall be in lieu of Section316(a)(1)(A) of the TIA, and such Section316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. SECTION 6.06. Limitation on Suits. ------------------- No Holder of any Notes shall have any right to institute any proceeding with respect to this Indenture or the Notes or any remedy hereunder, unless the Holders of at least 25% in aggregate principal amount of the outstanding Notes have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee under the Notes and this Indenture, the Trustee has failed to institute such proceeding within 30 days after receipt of such notice, request and offer of indemnity and the Trustee, within such 30-day period, has not received directions inconsistent with such written request by Holders of a majority in aggregate principal amount of the outstanding Notes. The foregoing limitations shall not apply to a suit instituted by a Holder of a Note for the enforcement of the payment of the principal of or interest on such Note on or after the respective due dates expressed or provided for in such Note. A Holder may not use this Indenture to prejudice the rights of any other Holders or to obtain priority or preference over such other Holders. -50-

SECTION 6.07. Right of Holders To Receive Payment. ----------------------------------- Notwithstanding any other provision in this Indenture, the right of any Holder of a Note to receive payment of the principal of and interest on such Note, on or after the respective due dates expressed or provided for in such Note, or to bring suit for the enforcement of any such payment on or after the respective due dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder. SECTION 6.08. Collection Suit by Trustee. -------------------------- If an Event of Default specified in paragraph (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company, or any other obligor on the Notes for the whole amount of the principal of and accrued interest remaining unpaid, together with interest on overdue principal and interest on overdue installments of interest, to the extent lawful, in each case at the rate per annum provided for by the Notes and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee pursuant to the provisions of Section 7.07. SECTION 6.09. Trustee May File Proofs of Claim. -------------------------------- The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents, counsel, accountants and experts) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any Custodian in any such judicial proceedings is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. SECTION 6.10. Priorities. ---------- If the Trustee collects any money pursuant to this Article Six it shall pay out such money in the following order: -51-

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the cost and expenses of collection; Second: to Holders for interest accrued on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; Third: to Holders for the principal amounts owing under the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for the principal; and Fourth: the balance, if any, to the Company. The Trustee, upon prior written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. SECTION 6.11. Undertaking for Costs. --------------------- In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may in its discretion require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to any suit by the Trustee, any suit by a Holder pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in aggregate principal amount of the outstanding Notes. ARTICLE SEVEN TRUSTEE ------- SECTION 7.01. Duties of Trustee. ----------------- (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. (b) Except during the continuance of an Event of Default: (1) The Trustee need perform only those duties as are specifically set forth in this Indenture and no covenants or obligations shall be implied in this Indenture that are adverse to the Trustee. -52-

(2) The Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof. (c) Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) This paragraph does not limit the effect of paragraph (b) of this Section 7.01. (2) The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. (3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05. (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (d), and (f) of this Section 7.01 and Section 7.02. (f) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Company. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law. SECTION 7.02. Rights of Trustee. ----------------- Subject to Section 7.01: (a) The Trustee may rely and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting, it may consult with counsel of its selection and may require an Officers' Certificate or an Opinion of Counsel, -53-

which shall conform to Sections 11.04 and 11.05. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action that it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (e) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Company, to examine the books, records, and premises of the Company, personally or by agent or attorney and to consult with the officers and representatives of the Company, including the Company's accountants and attorneys. (f) The Trustee shall be under no obligation to exercise any of its rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders have offered to the Trustee reasonable indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred by it in compliance with such request, order or direction. (g) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (h) Delivery of reports, information and documents to the Trustee under Section 4.08 is for informational purposes only and the Trustee's receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). SECTION 7.03. Individual Rights of Trustee. ---------------------------- The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, or any of its Subsidiaries, or their -54-

respective Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. SECTION 7.04. Trustee's Disclaimer. -------------------- The Trustee makes no representation as to the validity or adequacy of this Indenture or the Notes, and it shall not be accountable for the Company's use of the proceeds from the Notes, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement of the Company in this Indenture or the Notes other than the Trustee's certificate of authentication. SECTION 7.05. Notice of Default. ----------------- If a Default or an Event of Default occurs and is continuing and if it is known to a Trust Officer, the Trustee shall mail to each Holder notice of the uncured Default or Event of Default within 90 days after obtaining knowledge thereof. Except in the case of a Default or an Event of Default in payment of principal of, or interest on, any Note, including an accelerated payment, a Default in payment on the Change of Control Payment Date pursuant to a Change of Control Offer and a Default in compliance with Article Five hereof, the Trustee may withhold the notice if and so long as its Board of Directors, the executive committee of its Board of Directors or a committee of its directors and/or Trust Officers in good faith determines that withholding the notice is in the interest of the Holders. The foregoing sentence of this Section 7.05 shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso to Section 315(b) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. SECTION 7.06. Reports by Trustee to Holders. ----------------------------- Within 60 days after May 15 of each year beginning with 2002, the Trustee shall, to the extent that any of the events described in TIA Section 313(a) occurred within the previous twelve months, but not otherwise, mail to each Holder a brief report dated as of such date that complies with TIA Section 313(a). The Trustee also shall comply with TIA Sections 313(b), (c) and (d). A copy of each report at the time of its mailing to Holders shall be mailed to the Company and filed with the Commission and each stock exchange, if any, on which the Notes are listed. The Company shall promptly notify the Trustee if the Notes become listed on any stock exchange and the Trustee shall comply with TIA Section 313(d). -55-

SECTION 7.07. Compensation and Indemnity. -------------------------- The Company shall pay to the Trustee from time to time such compensation for its services as has been agreed to in writing signed by the Company and the Trustee. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it in connection with the performance of its duties under this Indenture. Such expenses shall include the reasonable fees and expenses of the Trustee's agents, counsel, accountants and experts. The Company shall indemnify each of the Trustee (or any predecessor Trustee) and its agents, employees, stockholders, Affiliates and directors and officers for, and hold them each harmless against, any and all loss, liability, damage, claim or expense (including reasonable fees and expenses of counsel), including taxes (other than taxes based on the income of the Trustee) incurred by them except for such actions to the extent caused by any negligence or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their rights, powers or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its Obligations hereunder except to the extent such failure shall have prejudiced the Company. The Company shall have the right upon written notice to the Trustee, to assume, at its own expense, the defense of such claim, including the employment of counsel reasonably satisfactory to the Trustee; PROVIDED, HOWEVER, that any settlement of a claim shall be approved in writing by the Trustee if such settlement would result in an admission of liability by the Trustee or if such settlement would not be accompanied by a full release of the Trustee for all liability arising out of the events giving rise to such claim. If, however, the Company declines or fails to assume the defense, or to employee counsel reasonably satisfactory to the Trustee, in either case in a timely manner, then the Trustee may employ separate counsel of its own choosing and the Company shall pay the reasonable fees and expenses of such counsel. To secure the Company's payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Notes on all assets or money held or collected by the Trustee, in its capacity as Trustee. The obligations of the Company under this Section shall not be subordinated to the payment of amounts due under the New Credit Facility pursuant to Article Ten except assets or money held in trust to pay principal of or interest on particular Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01 (f) or (g) occurs, such expenses and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.07 shall survive the termination of this Indenture. -56-

SECTION 7.08. Replacement of Trustee. ---------------------- The Trustee may resign at any time by so notifying the Company. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee and appoint a successor Trustee with the Company's consent, by so notifying the Company and the Trustee. The Company may remove the Trustee if: (1) the Trustee fails to comply with Section 7.10; (2) the Trustee is adjudged bankrupt or insolvent; (3) a receiver or other public officer takes charge of the Trustee or its property; or (4) the Trustee becomes incapable of performing its obligations under this Indenture. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The Company shall mail notice of such successor Trustee's appointment to each Holder. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in aggregate principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding any resignation or replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. -57-

SECTION 7.09. Successor Trustee by Merger, Etc. --------------------------------- If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the resulting, surviving or transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise eligible hereunder, be the successor Trustee; provided, however, that such corporation shall be otherwise qualified and eligible under this Article Seven. SECTION 7.10. Eligibility; Disqualification. ----------------------------- This Indenture shall always have a Trustee who satisfies the requirement of TIA Sections 310(a)(1), (2) and (5). The Trustee (or, in the case of a Trustee that is a subsidiary of another bank or a corporation included in a bank holding company system, the related bank or bank holding company) shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition, and have (or one of its Affiliates shall have) a corporate trust office in the City of New York. In addition, if the Trustee is a subsidiary of another bank or a corporation included in a bank holding company system, the Trustee, independently of such bank or bank holding company, shall meet the capital requirements of TIA Section 310(a)(2). The Trustee shall comply with TIA Section 310(b); PROVIDED, HOWEVER, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Company are outstanding, if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. The provisions of TIA Section 310 shall apply to the Company, as obligor of the Notes. SECTION 7.11. Preferential Collection of Claims Against Company. ----------------------- The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. ARTICLE EIGHT DISCHARGE OF INDENTURE; DEFEASANCE ---------------------------------- SECTION 8.01. Termination of Company's Obligations. ------------------------------------ This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (a) either (i) all Notes, theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all Notes -58-

not theretofore delivered to the Trustee for cancellation have become due and payable and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; PROVIDED that from and after the time of deposit, the money deposited shall not be subject to the rights of the Lender pursuant to the provisions of Article Ten; (b) the Company has paid all other sums payable under this Indenture by the Company; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; PROVIDED, HOWEVER, that such counsel may rely, as to matters of fact, on an Officers' Certificate of the Company. The Company may, at its option and at any time, elect to have its obligations discharged with respect to the outstanding Notes ("Legal Defeasance"). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes and Holders and any amounts deposited under this Section 8.01, shall cease to be subject to any obligations to, or the rights of, the Lender under Article Ten once such deposit has been made, except for (a) the rights of Holders to receive payments in respect of the principal of and interest on the Notes when such payments are due, (b) the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company's obligations in connection therewith and (d) the Legal Defeasance provisions of this Section 8.01. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants contained in Sections 4.04, 4.05, 4.08 and 4.10 through 4.20 and Article Five ("Covenant Defeasance") and Holders and any amounts deposited under this Section 8.01, shall cease to be subject to any obligations to, or the rights of, the Lender under Article Ten once such deposit has been made, and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event of Covenant Defeasance, those events described under Section 6.01 (except those events described in Section 6.01(a), (b), (f) and (g)) shall no longer constitute an Event of Default with respect to the Notes. In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in United States dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and interest on the Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be; -59-

(b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which may be counsel to the Company) confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which may be counsel to the Company) confirming that the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant -45-

Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default with respect to the Indenture resulting from the incurrence of Indebtedness, all or a portion of which will be used to defease the Notes concurrently with such incurrence) or insofar as Events of Default under Section 6.01 (f) or (g) from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and -60-

(h) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) with respect to Legal Defeasance need not be delivered if all the Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the maturity date within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by such Trustee in the name, and at the expense, of the Company. SECTION 8.02. Application of Trust Money. -------------------------- The Trustee or Paying Agent shall hold in trust U.S. Legal Tender or U.S. Government Obligations deposited with it pursuant to Section 8.01, and shall apply the deposited U.S. Legal Tender and the money from U.S. Government Obligations in accordance with this Indenture to the payment of the principal of and interest on the Notes. The Trustee shall be under no obligation to invest said U.S. Legal Tender or U.S. Government Obligations except that, upon request of the Company, the Trustee shall invest said U.S. Legal Tender in U.S. Government Obligations. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Legal Tender or U.S. Government Obligations deposited pursuant to Section 8.01 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes. SECTION 8.03. Repayment to the Company. ------------------------ Subject to Sections 7.07 and 8.01, the Trustee and the Paying Agent shall promptly pay to the Company upon request any excess U.S. Legal Tender or U.S. Government Obligations held by them at any time and thereupon shall be relieved from all liability with respect to such money. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for one year after the due date for payment of such principal or interest; provided, however, that the Company shall, if requested by the Trustee or Paying Agent, give to the Trustee or Paying Agent, indemnification reasonably satisfactory to it against any and all liability which may be incurred by it by reason of such paying; provided, further, that the Trustee or such Paying Agent, before being required to make any payment, may at the expense of the Company cause to be published once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money notice that such money remains unclaimed and that after a date specified therein which shall be at least 30 days from the date of such publication or mailing any unclaimed balance of such money then remaining shall be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the -61-

Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease. SECTION 8.04. Reinstatement. ------------- If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S. Government Obligations in accordance with Section 8.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01 until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Legal Tender or U.S. Government Obligations in accordance with Section 8.01; provided, however, that if the Company has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. Legal Tender or U.S. Government Obligations held by the Trustee or Paying Agent. SECTION 8.05. Release of Security. ------------------- The Trustee may and, when required by the provisions of this Indenture, shall execute instruments to release property from the lien of this Indenture, or convey the Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trustee as provided in this Article Eight shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys. SECTION 8.06. Acknowledgment of Discharge by Trustee. --------------------------- After (i) the conditions of Section 8.01 have been satisfied, (ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent referred to in clause (i) above relating to the satisfaction and discharge of this Indenture have been complied with, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under this Indenture except for those surviving obligations specified in Section 8.01 and release the Security in accordance with Section 8.05, PROVIDED the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Company. -62-

ARTICLE NINE MODIFICATION OF THE INDENTURE ----------------------------- SECTION 8.07. Without Consent of Holders. -------------------------- Subject to the provisions of Section 9.02, the Company and the Trustee may amend, waive or supplement this Indenture without notice to or consent of any Holder: (a) to cure any ambiguity, defect or inconsistency; (b) to comply with Section 5.01 of this Indenture; (c) to provide for uncertificated Notes in addition to certificated Notes; (d) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (e) to make any change that would provide any additional benefit or rights to the Holders or that does not adversely affect the rights of any Holder. Notwithstanding the foregoing, the Trustee and the Company may not make any change pursuant to this Section 9.01 that adversely affects the rights of any Holder under this Indenture without the consent of such Holder. In formulating its determination on such matters, the Trustee shall be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of Counsel (which may be counsel to the Company) or an Officers' Certificate, and may not be held liable therefor. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee may but shall not be obligated to enter into such amended or supplemental Indenture which affects its own rights, duties or immunities under this Indenture or otherwise. SECTION 9.02. With Consent of Holders. ----------------------- The Company and the Trustee may amend or supplement this Indenture or the Notes or any amended or supplemental Indenture with the written consent of the Holders of Notes of not less than a majority in aggregate principal amount of the Notes then outstanding. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its sole discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. -63-

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of the Notes affected thereby, an amendment or waiver may not, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of and interest, including Default Interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Notes to waive Defaults or Events of Default; (vi) after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control which has occurred or modify any of the provisions or definitions with respect thereto; (vii) modify or amend Section 3.03 or Section 4.15; (viii) modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Notes in a manner which adversely affects the Holders; or (ix) permit the creation of any Lien ranking prior to or on parity with the lien of this Indenture (other than as set forth in Article 10) with respect to any part of the Security or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any such property at any time subject hereto or deprive any Holder of the security provided by the lien of this Indenture. SECTION 9.03. Compliance with TIA. ------------------- Every amendment, waiver or supplement of this Indenture or the Notes shall comply with the TIA as then in effect; PROVIDED, HOWEVER, that this Section 9.03 shall not of itself require that this Indenture or the Trustee be qualified under the TIA or constitute any admission or acknowledgment by any party hereto that any such qualification is required prior to the time this Indenture and the Trustee are required by the TIA to be so qualified. -64-

SECTION 9.04. Revocation and Effect of Consents. --------------------------------- Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. Subject to the following paragraph, any such Holder or subsequent Holder may revoke the consent as to such Holder's Note or portion of such Note by notice to the Trustee or the Company received before the date on which the Trustee receives an Officers' Certificate certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver. An amendment, supplement or waiver becomes effective upon receipt by the Trustee of such Officers' Certificate and evidence of consent by the Holders of the requisite percentage in principal amount of outstanding Notes. The Company may, but shall not be obligated to, fix a Record Date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a Record Date is fixed, then notwithstanding the second sentence of the immediately preceding paragraph, those Persons who were Holders at such Record Date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such Record Date. No such consent shall be valid or effective for more than 90 days after such Record Date unless consents from Holders of the requisite percentage in principal amount of outstanding Notes required hereunder for the effectiveness of such consents shall have also been given and not revoked within such 90 day period. SECTION 9.05. Notation on or Exchange of Notes. -------------------------------- If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder of such Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determine, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. SECTION 9.06. Trustee to Sign Amendments, Etc. -------------------------------- The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee's own rights, duties or immunities under this Indenture. In executing such amendment, supplement or waiver the Trustee shall be entitled to receive indemnity reasonably satisfactory to it, and shall be fully protected in relying upon an Opinion of Counsel and an Officers' Certificate of the Company, stating that no Event of Default shall occur as a result of such amendment, supplement or waiver and that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture; provided, however, that the legal counsel -65-

delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Company. Such Opinion of Counsel shall not be an expense of the Trustee. SECTION 9.07. Effect on New Credit Facility. ----------------------------- No amendment of, or supplement or waiver to, this Indenture shall adversely affect the rights of the Lender under Article Ten of this Indenture without the consent of such holder. ARTICLE TEN SUBORDINATION OF NOTES ---------------------- SECTION 10.01. Notes Subordinated to New Credit Facility. ----------------------------------------- Anything herein to the contrary notwithstanding, the Company, for itself and its successors, and each Holder, by his or her acceptance of Notes, agrees that the payment of all Obligations owing to the Holders in respect of the Notes is subordinated, to the extent and in the manner provided in this Article Ten, to the prior payment in full in cash or Cash Equivalents , or such payment duly provided for, of the New Credit Facility to the satisfaction of the Lender; provided, however, that once the Trustee has received payments from the Company for the benefit of the Holders in accordance with the provisions of Section 8.01, such payments shall not be subject to this Article Ten. Notwithstanding anything to the contrary in this Article Ten or otherwise in this Indenture, at no time shall the Notes be subordinated to any portion of the indebtedness under the New Credit Facility in excess of the sum of (i) $15,000,000, plus (ii) accrued interest in respect of the New Credit Facility and fees at any time owing to Lender, in each case as and to the extent provided under the New Credit Facility, plus (iii) Enforcement Expenses. This Article Ten is made for the benefit of the Lender and such holder is made an obligee hereunder and may enforce such provisions. SECTION 10.02. Suspension of Payment When New Credit Facility is in Default. ---------------------------------------------------- (a) Unless Section 10.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, the New Credit Facility (a "Payment Default"), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes or to acquire any of the Notes for cash or property or otherwise and until such Payment Default shall have been cured or waived or shall have ceased to exist on the New Credit Facility as to which such Payment Default relates shall have been paid in full in cash or Cash Equivalents, after which the Company shall (subject to other provisions of this -66-

Article Ten) resume making any and all required payments in respect of the Notes, including any missed payments. (b) Unless Section 10.03 shall be applicable, if any other event of default (other than a Payment Default) occurs and is continuing with respect to the New Credit Facility permitting the Lender to accelerate the maturity thereof (a "Non-Payment Default") and if an officer of the Lender gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from such officer of the Lender terminating the Payment Blockage Period, during the 180 days after the delivery of such Default Notice (the "Payment Blockage Period"), then neither the Company nor any other Person on its behalf shall (x) make any payment or distribution of any kind or character with respect to any Obligations on or with the respect to the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, (i) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Default Notice is received by the Trustee and (ii) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the New Credit Facility shall be, or be made, the basis for the commencement of a second Payment Blockage Period by a representative of the Lender whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). The Company shall promptly notify the Lender if payment of the Notes is accelerated because of an Event of Default. (c) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the Lender. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the New Credit Facility, if any, received from the Lender (or its representative) or, if such information is not received from the Lender or its representative, from the Company and only amounts included in the information provided to the Trustee shall be paid to the Lender. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all amounts thereafter due or declared to be due with respect to the New Credit Facility shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes. In no event shall the honoring of any request for loans or extensions under the New Credit Facility after the occurrence or during the continuance of a default or an event of default under the New Credit Facility be construed -67-

to be a waiver of such default or event of default, unless such default or event of default is expressly waived in writing by the Lender. Notwithstanding anything in this Section 10.02, once the Trustee has received payments from the Company for the benefit of the Holders in accordance with the provisions of Section 8.01, such payments shall not be subject to this Article Ten. SECTION 10.03. Notes Subordinated to Prior Payment of New Credit Facility on Dissolution, Liquidation or Reorganization of Company. -------------------------------------------------------- (a) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, partial or complete, or by operation of law or otherwise, all Obligations due or to become due under the New Credit Facility shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the Lender, before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the Lender, or to the lender under any credit agreement pursuant to which the New Credit Facility may have been issued, for application to the payment of amounts remaining unpaid until the New Credit Facility has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the Lender. (b) To the extent any payments of principal or interest on the New Credit Facility (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) are declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the New Credit Facility or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by this Section 10.03, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the Lender, or to the lender under any credit agreement pursuant to which -68-

the New Credit Facility may have been issued, for application to the payment of amounts remaining unpaid until the New Credit Facility has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the Lender. (d) The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the New Credit Facility shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, assume the Company's obligations hereunder in accordance with Article Five hereof. For purposes of this Article Ten, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which (i) is subordinated or junior, at least to the extent provided in this Article Ten, with respect to the payment of the New Credit Facility and to the payment in full of all securities issued in exchange therefore to the Lender and (ii) is not payable prior to payment in full of the Indebtedness under the New Credit Facility; provided, however, that (x) the indebtedness under the New Credit Facility is assumed by any new corporation or other entity resulting from any such proceeding and (y) the rights of Lender are not, without the consent of Lender, altered in or as the result of any such proceeding. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.03 if such other corporation shall, as part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Five. SECTION 10.04. Payments may be Paid Prior to Dissolution. ----------------------------------------- Nothing contained in this Article Ten or elsewhere in this Indenture shall prevent (i) the Company, except under the conditions described in Sections 10.02 and 10.03, from making payments at any time for the purpose of making payments of principal of and interest on the Notes, or from depositing with the Trustee any moneys for such payments, or (ii) in the absence of actual knowledge by the Trustee that a given payment would be prohibited by Section 10.02 or 10.03, the application by the Trustee of any moneys deposited with it for the purpose of making such payments of principal of, and interest on, the Notes to the Holders entitled thereto unless at least two Business Days prior to the date upon which such payment would otherwise become due and payable a corporate trust officer of the Trustee shall have actually received the written notice provided for in the first sentence of Section 10.02(b) or in Section 10.07 (PROVIDED that, notwithstanding the foregoing, the Holders -69-

receiving any payments made in contravention of Section 10.02 and/or 10.03 (and the respective such payments) shall otherwise be subject to the provisions of Section 10.02 and Section 10.03). The Company shall give prompt written notice to the Trustee of any dissolution, winding-up, liquidation or reorganization of the Company, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. SECTION 10.05. Holders to be Subrogated to Rights of Lender. -------------------------------------------- Subject to the payment in full in cash or Cash Equivalents of the New Credit Facility, the Holders of the Notes shall be subrogated to the rights of the Lender to receive payments or distributions of cash, property or securities of the Company applicable to the New Credit Facility until the Notes shall be paid in full; and, for the purposes of such subrogation, no such payments or distributions to the Lender of any cash, property or securities to which the Holders or the Trustee would be entitled except for the provisions of this Article Ten, and no payment pursuant to the provisions of this Article Ten to or for the benefit of the Lender by the Holders or the Trustee shall, as between the Company, its creditors other than the Lender, and the Holders be deemed to be a payment by the Company to or on account of the New Credit Facility; and no payments or distributions of cash, property or securities to or for the benefit of the Holders pursuant to the subrogation provisions of this Article Ten, which would otherwise have been paid to the Lender, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article Ten are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the Lender, on the other hand. Notwithstanding anything to the contrary in this Section 10.05, the Holders shall, under no circumstances, have any rights or claims against the Lender for any alleged impairment of subrogation of rights of the Holders. SECTION 10.06. Obligations of the Company Unconditional. ---------------------------------------- Nothing contained in this Article Ten or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors other than the Lender, and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders the principal of and any interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than the Lender, nor shall anything herein or therein prevent the Holder of any Note or the Trustee on its behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, of the Lender under this Article Ten in respect of cash, property or securities of the Company received upon the exercise of any such remedy, and further subject to the provisions of Section 10.10. SECTION 10.07. Notice to Trustee. ----------------- The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in -70-

respect of the Notes pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. If the Trustee shall not have received any such notice at least two Business Days prior to its making or receipt of such a payment in respect of the Notes, it may make or receive such payment without further inquiry. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to the New Credit Facility or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from the Lender or a representative therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a Lender (or a representative therefor). SECTION 10.08. Reliance on Judicial Order or Certificate of Liquidating Agent. -------------------------------------------- Upon any payment or distribution of assets of the Company referred to in this Article Ten, the Trustee, subject to the provisions of Article Seven hereof, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation, reorganization or similar case or proceeding is pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Lender and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Ten. SECTION 10.09. Trustee's Relation to New Credit Facility. ----------------------------------------- The Trustee and any agent of the Company or the Trustee shall be entitled to all the rights set forth in this Article Ten with respect to the New Credit Facility and nothing in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. With respect to the Lender, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Ten, and no implied covenants or obligations with respect to the Lender shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the Lender. Whenever a distribution is to be made or a notice given to the Lender, the distribution may be made and the notice may be given to its representative, if any. -71-

SECTION 10.10. Subordination of Liens. ---------------------- (a) The Holders agree at all times, whether before, after or during the pendency of any proceeding under Bankruptcy Law and notwithstanding the priorities which would ordinarily result from the order of granting or perfection of any Liens, that any Liens which the Lender may at any time have in or with respect to any of the Security shall constitute first priority Liens in such Security to secure the payment and performance of the New Credit Facility and shall be superior to any Lien or other interest at any time held by the Trustee in the Security arising pursuant to the Granting Clause of this Indenture, by operation of applicable law or otherwise; and any Lien or other interests at any time held by the Trustee in any of the Security shall be subordinate and junior in priority to any Liens at any time held by the Lender therein. For as long as all or any portion of the Indebtedness under the New Credit Facility remains outstanding, unpaid or unsatisfied and the commitment of the Lender thereunder has not been terminated, the Trustee and each Holder agrees to refrain from taking any action to foreclose upon, take possession of, liquidate or otherwise proceed against the Security. (b) For purposes of the priorities set forth in Section 10.10(a), any claim of right of setoff by the Trustee shall be treated in all respects as a Lien and no claim to right of setoff by the Trustee shall be asserted to defeat or diminish the rights or priorities provided for herein in favor of the Lender. (c) In no event shall the Trustee institute, encourage, or join as a party in the institution of, or assist in the prosecution of, any action, suit or proceeding seeking a determination that the Lien of the Lender is invalid, unperfected or unavoidable, or is or should be subordinated to the interests of any other person. (d) If at any time the Lender shall subordinate, in whole or in part, its Lien upon any of the Collateral to or in favor of any other Person, the priority of the Lender's Lien in the Security vis-a-vis the Trustee shall not be affected thereby and the Lender's Lien shall continue to be superior to the Trustee's Lien or Liens in the Security as provided in this Section 10.10. (e) Except as otherwise permitted by this Indenture or the Notes, if the Trustee shall receive any proceeds from any sale, liquidation, casualty or other disposition of any of the Security, whether in connection with the initiation of any action by the Lender or the Trustee to enforce or foreclose upon its Lien or otherwise, the Trustee shall be obligated to hold such proceeds in trust and promptly turn over such proceeds, less their costs and expenses incurred in connection with any such action, to the Lender for application to the New Credit Facility until the New Credit Facility is paid in full and any commitments by the Lender under the New Credit Facility have been terminated or expired. (f) Without impairing, abrogating or in any way affecting the rights of the Lender hereunder, including the relative priorities established in Section 10.10(a) hereof, the Lender may, during any proceeding under Bankruptcy Law, give or withhold its consent to the Company's or any bankruptcy trustee's use or consumption of any of the Security (including cash proceeds of any of the Security) or may provide financing or otherwise extend credit to the Company or any bankruptcy trustee secured by a senior Lien upon any or all of the -72-

Security, whether created, acquired or arising prior to or after the commencement of any such proceeding, and the Trustee and the Holders shall be deemed to have consented to the Company's or any bankruptcy trustee's use of such portion of the Security if and to the extent consented to by the Lender. Nothing contained in this Article Ten, including this Section 10.10, shall prohibit the Holders or the Trustee from (i) seeking adequate protection solely in the form of a priority claim under Bankruptcy Law subordinate to any similar claim now or hereafter held by the Lender provided that such priority claim is subject to the terms of this Article Ten, (ii) objecting to the reasonableness of the terms of any proposed financing by the Lender to the Company after the commencement of any proceeding under Bankruptcy Law by or against the Company or (iii) requesting a replacement lien subordinate to any lien now or hereafter held by the Lender provided that such replacement lien is subject to the provisions of this Article Ten. Any Lien at any time granted to or otherwise acquired by the Trustee in any of the Security, whether such Security is created, acquired or arises prior to or after the commencement of any such proceeding under Bankruptcy Law, shall be subject to all of the terms of this Section 10.10 and shall be subordinate in priority to all Liens granted to or otherwise obtained by the Lender with respect to any such Security, including Liens granted to or conferred upon the Lender to secure financings in any such proceeding. (g) If the Lender consents to the sale of any or all of the Security during any proceeding under Bankruptcy Law (whether such sale is to be made pursuant to 11 U.S.C. Section 363, pursuant to a plan of reorganization or otherwise), then the Holders shall be deemed to have consented to any such sale and all of the terms applicable to thereto and the Trustee shall, if requested to do so by the Lender in connection with any such sale, promptly execute and deliver to the Lender a release of the Holders' Liens with respect to the Security to be sold. Notwithstanding the foregoing, the Trustee shall not be obligated to release or terminate its Lien on any proceeds of the sale, transfer or disposition of any Security to the extent that such proceeds are (i) not applied to the payment of the New Credit Facility in accordance with the terms of the New Credit Facility or (ii) in excess of the amount necessary to repay the New Credit Facility in full. (h) If in or as a result of any proceeding under Bankruptcy Law the Lender returns, refunds or repays to the Company or any trustee or committee appointed in such proceeding any payment or proceeds of any Security in connection with any action, suit or proceeding alleging that the Lender's receipt of such payment or proceeds was a transfer voidable under state or federal law, then the Lender shall not be deemed ever to have received such payment or proceeds for purposes of this Section 10.10 in determining whether and when the New Credit Facility has been paid in full. (i) The Trustee shall (1) upon the request of the Lender and whether or not an event of default exists under the New Credit Facility, release its Liens in any of the Security concurrently with the Lender's release of its Lien therein in connection with the Company's authorized disposition of such Security pursuant to the terms of the New Credit Facility and (2) if requested to do so by the Lender after and during the continuance of an event of default under the New Credit Facility, release its Liens in the Security in connection with and in order to facilitate any orderly liquidation sale of such Security by the Company or any bankruptcy trustee or receiver for the Company, and promptly upon the request of the Lender the Trustee -73-

shall execute and deliver such documents, instruments and agreements as are necessary to effectuate such release and to evidence such release in the appropriate public records. Notwithstanding the foregoing, the Trustee shall not be obligated to release or terminate its Lien on any proceeds of the sale, transfer or disposition of any Security to the extent that such proceeds are (i) not applied to the payment of the New Credit Facility in accordance with the terms of the New Credit Facility or (ii) in excess of the amount necessary to repay the New Credit Facility in full. (j) With respect to any insurance proceeds that may be received on the Security, the Lender shall have the sole and exclusive right, as against the Trustee, to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of the Security. All proceeds of such insurance shall inure to the Lender. If such proceeds are applied to the New Credit Facility, any proceeds remaining after payment of the New Credit Facility and all expenses of collection, including reasonable attorney's costs, fees and expenses, shall be promptly remitted to the Trustee for payment of the Notes, or to the Company, as applicable. SECTION 10.11. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of the New Credit Facility. ----------------------------------------------- No right of any present or future Lender to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Lender may, at any time and from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee or the Holders of the Notes and without impairing or releasing the subordination provided in this Article Ten or the obligations hereunder of the Holders of the Notes to the Lender, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, the New Credit Facility, or otherwise amend or supplement in any manner the New Credit Facility, or any instrument evidencing the same or any agreement under which the New Credit Facility is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the New Credit Facility; PROVIDED, that the Lender shall promptly deliver to the Trustee (unless otherwise directed in writing by the Trustee or by a court of competent jurisdiction) any proceeds remaining from the sale transfer or other disposition of the Security after the payment in full of the New Credit Facility or, if the Lender shall still be in possession of all or part of the Security after such repayment, the Security or such part thereof remaining, without representation or warranty on the part of the Lender; (iii) add or release any Person liable in any manner for the payment or collection of the New Credit Facility; (iv) exercise or refrain from exercising any rights against the Company and any other Person; (v) waive any default or event of default under the New Credit Facility; and (vi) increase or decrease the amount of Indebtedness or the rate of interest or the amount of any -74-

other charges payable in connection with the New Credit Facility. The Company, Trustee, and the Holders each hereby waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Article Ten and any action brought therefore by the Lender. To the fullest extent permitted by applicable law, the Company, Trustee, and Holders each hereby further waives: (A) presentment, demand, protest, notice of protest, notice of default or dishonor, notice of payment or nonpayment and any and all other notices and demands of any kind in connection with all negotiable instruments evidencing all or any portion of the Indebtedness under the New Credit Facility; (B) the right to require the Lender to enforce any Lien that the Lender may now or hereafter have in any collateral given as security for the Indebtedness under the New Credit Facility or to pursue any claim it may have against any guarantor of the Indebtedness under the New Credit Facility, as a condition to the Lender's entitlement to receive any payment on account of the Indebtedness under the New Credit Facility; and (C) notice of any loans or other credit made available to the Company or Restricted Subsidiaries, extensions of time granted, amendments to the New Credit Facility or any instrument evidencing the same or any agreement under which the New Credit Facility is outstanding or other action taken in reliance on the provisions of this Article Ten. SECTION 10.12. Noteholders Authorize Trustee to Effectuate Subordination of Notes. ------------------------------------------- Each Holder of Notes by its acceptance of them authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate, as between the Lender and the Holders of Notes, the subordination provided in this Article Ten, and appoints the Trustee its attorney-in-fact for such purposes, including, (i) in the event of any dissolution, winding-up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation of the business and/or assets of the Company, the filing of a claim for the unpaid balance of its Notes and accrued interest in the form required in those proceedings and (ii) the execution of amendments to financing statements necessary to reflect of record the provisions of this Article Ten and the relative priorities set forth therein. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the Lender or its representative are or is hereby authorized to have the right to file and are or is hereby authorized to file an appropriate claim for and on behalf of the Holders of said Notes. Nothing herein contained shall be deemed to authorize the Trustee or the Lender or its representative to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee or the Lender or its representative to vote in respect of the claim of any Holder in any such proceeding. -75-

SECTION 10.13. This Article Ten Not to Prevent Events of Default. ------------------------------------------------- The failure to make a payment on account of principal of or interest on the Notes by reason of any provision of this Article Ten will not be construed as preventing the occurrence of an Event of Default. SECTION 10.14. Trustee's Compensation Not Prejudiced. ------------------------------------- Nothing in this Article Ten will apply to amounts due to the Trustee pursuant to other sections of this Indenture. ARTICLE ELEVEN MISCELLANEOUS ------------- SECTION 11.01. TIA Controls. ------------ If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control; provided, however, that this Section 11.01 shall not of itself require that this Indenture or the Trustee be qualified under the TIA or constitute any admission or acknowledgment by any party hereto that any such qualification is required prior to the time this Indenture and the Trustee are required by the TIA to be so qualified. SECTION 11.02. Notices. ------- Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by telex, by telecopier or registered or certified mail, postage prepaid, return receipt requested, addressed as follows: if to the Company: National Vision, Inc. 296 Grayson Highway Lawrenceville, GA 30045-5737 Facsimile No. (770) 822-2029 Attention: General Counsel with a copy to: Kilpatrick Stockton LLP Suite 2800, 1100 Peachtree Street Atlanta, GA 30309-4530 Facsimile No. (404) 815-6555 -76-

Attention: David A. Stockton if to the Trustee: State Street Bank and Trust Company Goodwin Square 225 Asylum Street, 23rd Floor Hartford, CT 06103 Facsimile No.: (860) 244-1897 Attention: Corporate Trust Division National Vision, Inc. 12% Senior Secured Notes due 2009 The Company and the Trustee by written notice to the other may designate additional or different addresses for notices to such Person. Any notice or communication to the Company or the Trustee shall be deemed to have been given or made as of the date so delivered if hand delivered; when answered back, if telexed; when receipt is acknowledged, if faxed; one (1) Business Day after mailing by reputable overnight courier and five (5) calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee). Any notice or communication mailed to a Holder shall be mailed to him by first class mail or other equivalent means at his address as it appears on the registration books of the Registrar ten (10) days prior to such mailing and shall be sufficiently given to him if so mailed within the time prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. SECTION 11.03. Communications by Holders with Other Holders. ------------------------- Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and any other Person shall have the protection of TIA Section 312(c). SECTION 11.04 Certificate and Opinion as to Conditions Precedent. -------------------------- Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: -77-

(1) an Officers' Certificate, in form and substance satisfactory to the Trustee, stating that, in the opinion of the signers, all conditions precedent to be performed by the Company, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent to be performed by the Company, if any, provided for in this Indenture relating to the proposed action have been complied with (which counsel, as to factual matters, may rely on an Officers' Certificate). SECTION 11.05 Statements Required in Certificate or Opinion. ----------------------- Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture, other than the Officers' Certificate required by Section 4.06, shall include: (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (5) a statement that, in the opinion of such Person, he has made such examination or investigation as is reasonably necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (6) a statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with. SECTION 11.06. Rules by Trustee, Paying Agent, Registrar. ------------------------ The Trustee may make reasonable rules in accordance with the Trustee's customary practices for action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for its functions. SECTION 11.07. Legal Holidays. -------------- A "LEGAL HOLIDAY" used with respect to a particular place of payment is a Saturday, a Sunday or a day on which banking institutions in New York, New York or at such place of payment are not required to be open. If a payment date is a Legal Holiday at such place, payment may be made at such place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. -78-

SECTION 11.08. Governing Law. ------------- THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. SECTION 11.09. No Adverse Interpretation of Other Agreements. -------------------- This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. SECTION 11.10. No Personal Liability. --------------------- No director, officer, partner, member, employee, agent or stockholder, as such, of the Company shall have any liability for any obligations of the Company under the Notes, this Indenture or the Registration Rights Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. SECTION 11.11. Successors. ---------- All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. SECTION 11.12. Duplicate Originals. ------------------- All parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. SECTION 11.13. Severability. ------------ In case any one or more of the provisions in this Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. SECTION 11.14. Independence of Covenants. ------------------------- All covenants and agreements in this Indenture and the Notes shall be given independent effect so that if any particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise be within the -79-

limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. -80-

SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above. NATIONAL VISION, INC., as Issuer By: ------------------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: ------------------------------------- Name: Title: -81-

EXHIBIT A CUSIP No.: [ ] NATIONAL VISION, INC. 12% SENIOR SECURED NOTE DUE 2009 No. [ ] $_______________ NATIONAL VISION, INC., a Georgia corporation (the "Company"), for value received promises to pay to ____________ or registered assigns the principal sum of _________________________ Dollars, as described in the Indenture, but not later than March 30, 2009. Interest Payment Dates: March 30 and September 30, commencing September 30, 2001. Record Dates: March 15 and September 15 Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place. The Notes under the Indenture are being issued pursuant to the Plan which provides among other things, that the Notes are being issued in exchange for and in satisfaction of certain claims against the Company. All terms used in these Notes which are defined in the Indenture have the meanings assigned to them in the Indenture. IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers. NATIONAL VISION, INC. By: ------------------------------------------ Name: Title: By: ------------------------------------------ Name: Title: Dated: [ ] A-1

CERTIFICATE OF AUTHENTICATION This is one of the 12% Senior Secured Notes due 2009 referred to in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY, as Trustee By: ------------------------------------- Authorized Signatory Date of Authentication: [ ] A-2

(REVERSE OF SECURITY) 12% Senior Secured Note due 2009 1. Interest. NATIONAL VISION, INC. (f/k/a Vista Eyecare, Inc.), a -------- Georgia corporation (the "Company"), promises to pay interest on the principal amount of this Note at the rate per annum shown above. Interest on the Notes will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from the Effective Date. The Company will pay interest semiannually in arrears on each Interest Payment Date, commencing September 30, 2001. Interest will be computed on the basis of a 360-day year of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed. The Company shall pay interest on overdue principal and on overdue installments of interest (without regard to any applicable grace periods), to the extent lawful, from time to time on demand at the rate borne by the Notes plus 2%. 2. Method of Payment. The Company shall pay interest on the Notes ------------------ (except Default Interest) to the Persons who are the registered Holders at the close of business on the Record Date immediately preceding the Interest Payment Date even if the Notes are cancelled on registration of transfer or registration of exchange after such Record Date. The Company will pay principal and accrued interest on the Notes to the persons who are registered holders of the Notes on March 30, 2009. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts ("U.S. Legal Tender"). However, the Company may pay principal and interest by its check payable in such U.S. Legal Tender. The Company may deliver any such interest payment to the Paying Agent or to a Holder at the Holder's registered address. 3. Paying Agent and Registrar. Initially, State Street Bank and Trust -------------------------- Company (the "Trustee") will act as Paying Agent and Registrar. The Company may change any Paying Agent, Registrar or co-Registrar without notice to the Holders. 4. Indenture. The Company issued the Notes under an Indenture, dated as --------- of ______ __, 2001 (the "Indenture"), among the Company and the Trustee. This Note is one of a duly authorized issue of Notes of the Company designated as its 12% Senior Secured Notes due 2009 (the "Notes"). The Notes are limited (except as otherwise provided in the Indenture) in aggregate principal amount to $120,000,000. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and said Act for a statement of them. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time in accordance with its terms. 5. Optional Redemption. The Notes will be redeemable, at the Company's ------------------- option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount thereof, plus, in each case, accrued and unpaid interest thereon, if any, to the date of redemption. If the Company shall consummate an Equity Offering, the proceeds of such offering shall be used to (i) pay (subject to waiver by the Lender) amounts owing under the New Credit Facility and (ii) make principal payments (subject to waiver by the Holders of a majority in aggregate principal amount of the Notes) on the Notes. In order to effect the foregoing redemption with the proceeds of any Equity Offering, the Company shall make such redemption not more than 120 days after the consummation of any such Equity Offering. At any time, or from time to time, the Company may, at its option, redeem any portion of the aggregate principal amount of the Notes issued under the Indenture after the Effective Date, on one or more occasions with the net A-3

cash proceeds of one or more Equity Offerings at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. In order to effect the foregoing redemption with the proceeds of any Equity Offering, the Company shall make such redemption not more than 120 days after the consummation of any such Equity Offering. 6. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder's registered address. Notes in denominations larger than $1,000 may be redeemed in part. Except as set forth in the Indenture, if monies for the redemption of the Notes called for redemption shall have been deposited with the Paying Agent for redemption on such Redemption Date, then, unless the Company defaults in the payment of such redemption price plus accrued interest, if any, the Notes called for redemption will cease to bear interest from and after such Redemption Date and the only right of the Holders of such Notes will be to receive payment of the redemption price plus accrued interest, if any. 7. Mandatory Redemption. The Notes shall be redeemable, in whole or in -------------------- part, on each February 28 and August 31 (each such date, a "Mandatory Redemption Payment Date"), by payment of 100% of Excess Cash Flow in accordance with the provisions of Section 3.07. "Excess Cash Flow" shall mean Consolidated EBITDA for the fiscal six month period expiring on the last day of each December and June, respectively, prior to each Mandatory Redemption Payment Date (such last day, the "Balance Sheet Date", provided, however, that the initial "Balance Sheet Date" shall be designated as December 31, 2001 and the initial Mandatory Redemption Payment Date shall be February 28, 2002), plus (to the extent made, incurred or accrued during such six month period) decreases in Working Capital, but less (to the extent made, incurred or accrued during such six month period), without duplication, (i) the items described in clause (ii) of the definition of "Consolidated EBITDA" (exclusive of depreciation and amortization), (ii) expenditures on capital assets, (iii) increases in Working Capital, (iv) payments or prepayments of principal and fees or other amounts under the New Credit Facility, (v) any optional redemption amount paid by the Company pursuant to Section 3.03 since the most recent Mandatory Redemption Payment Date, (vi) payments of Restructuring Expenses, and (vii) any payments made pursuant to Section 4.14; provided, however, that any payment of Excess Cash Flow shall be reduced to the extent necessary so that, after giving effect to such payment, the amount of cash possessed by the Company as of each respective Balance Sheet Date is at least $3,000,000. Cash possessed by the Company is determined on a consolidated basis in accordance with GAAP. If, after any Mandatory Redemption Payment Date, it is determined, by audit or otherwise, to record adjustments to the Company's financial statements as of the related Balance Sheet Date (such adjustments, the "Financial Adjustments"), no adjustment shall be made to the related calculation of Excess Cash Flow, but the calculation of Excess Cash Flow next succeeding the recording of such Financial Adjustments shall be adjusted to give effect to such Financial Adjustments, with the effect that the dollar amount resulting from the calculation of Excess Cash Flow related to such Mandatory Redemption Payment Date plus the dollar amount of such succeeding calculation of Excess Cash Flow shall be equal to the aggregate dollar amount which would have been calculated if the applicable Financial Adjustments had been made as of the initial relevant Balance Sheet Date and not as of such succeeding Balance Sheet Date. 8. Subordination. The Notes are subordinated in right of payment, in ------------- the manner and to the extent set forth in the Indenture, to the prior payment in full in cash or Cash Equivalents of the New Credit Facility of the Company. Each Holder by his acceptance hereof agrees to be bound by such provisions and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in the Indenture and appoints the Trustee his attorney-in-fact for such purposes. 9. Notes Secured. The Holder of this Note is entitled to the benefit of ------------- Liens on the Security provided by the Company pursuant to the Indenture, subject to the priorities, limitations and provisions set forth therein. For as long as all or any portion of the Indebtedness under the New Credit Facility remains outstanding, unpaid or unsatisfied and the commitment to the Lender thereunder has not been terminated, the Trustee, and by accepting a Note, each Holder, acknowledge and agree that (i) the security interest granted to the Trustee for the benefit of the Holders in the Security shall, irrespective of the time of perfection or creation of any security interests or other Liens in the Security on behalf of the Lender under the New Credit Facility or the Trustee, be junior and subordinates to the interests of such Lender and (ii) to refrain from taking any action to foreclose upon, take possession of, liquidate or otherwise proceed against the Security. The Notes are issued pursuant to the Indenture and are secured by the specified tangible and intangible assets constituting the Security to the extent provided in the Indenture. A-4

10. Offer to Purchase. Section 4.14 of the Indenture provides that, ----------------- upon the occurrence of a Change of Control , and subject to further limitations contained therein, the Company will make an offer to purchase certain amounts of the Notes in accordance with the procedures set forth in the Indenture. 11. Registration Rights. Pursuant to a Registration Rights Agreement ------------------- among the Company and certain Holders, the Company will be obligated to consummate a registration for resale of such Notes. 12. Denominations; Transfer; Exchange. The Notes are in registered ----------------------------------- form, without coupons, and in denominations of $1,000 and integral multiples of $1,000. A Holder shall register the transfer of or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Notes or portions thereof selected for redemption. 13. Persons Deemed Owners. The registered Holder of a Note shall be --------------------- treated as the owner of it for all purposes. 14. Unclaimed Money. If money for the payment of principal or interest --------------- remains unclaimed for one year, the Trustee and the Paying Agent will pay the money back to the Company. After that, all liability of the Trustee and such Paying Agent with respect to such money shall cease. 15. Discharge Prior to Redemption or Maturity. If the Company at any ------------------------------------------ time deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations sufficient to pay the principal of and interest on the Notes to redemption or maturity and complies with the other provisions of the Indenture relating thereto, the Company will be discharged from certain provisions of the Indenture and the Notes (including certain covenants and including, under certain circumstances, its obligation to pay the principal of and interest on the Notes but without affecting the rights of the Holders to receive such amounts from such deposits). 16. Amendment; Supplement; Waiver. Subject to certain exceptions set ------------------------------- forth in the Indenture, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and any past Default or Event of Default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding. Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, comply with any requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or comply with Article Five of the Indenture or make any other change that does not adversely affect the rights of any Holder of a Note. 17. Restrictive Covenants. The Indenture imposes certain limitations on --------------------- the ability of the Company and its Subsidiaries to, among other things, incur additional Indebtedness, pay dividends or make certain other Restricted Payments, consummate certain Asset Sales, enter into certain transactions with Affiliates, incur liens, impose restrictions on the ability of a Subsidiary to pay dividends or make certain payments to the Company and its Subsidiaries, merge or consolidate with any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of the Company. Such limitations are subject to a number of important qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the Company must annually report to the Trustee on compliance with such limitations. 18. Successors. When a successor assumes, in accordance with the ---------- Indenture, all the obligations of its predecessor under the Notes and the Indenture, the predecessor, subject to certain exceptions, will be released from those obligations. A-5

19. Defaults and Remedies. If an Event of Default occurs and is ----------------------- continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of Notes then outstanding may declare all the Notes to be due and payable in the manner, at the time and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity reasonably satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default in payment of principal or interest when due, for any reason or a Default in compliance with Article Five of the Indenture) if it determines that withholding notice is in their interest. 20. Trustee Dealings with the Company and Its Subsidiaries. The Trustee ------------------------------------------------------ under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company, its Subsidiaries or their respective Affiliates as if it were not the Trustee. 21. No Recourse Against Others. No partner, director, officer, ----------------------------- employee, member or stockholder, as such, of the Company shall have any liability for any obligation of the Company under the Notes, the Indenture or the Registration Rights Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 22. Authentication. This Note shall not be valid until the Trustee or -------------- Authenticating Agent manually signs the certificate of authentication on this Note. 23. Governing Law. This Note and the Indenture shall be governed by and ------------- construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflict of laws. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note. 24. Abbreviations and Defined Terms. Customary abbreviations may be -------------------------------- used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 25. CUSIP Numbers. Pursuant to a recommendation promulgated by the -------------- Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon. The Company will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture, which has the text of this Note. Requests may be made to: [National Vision, Inc.], 296 Grayson Highway, Lawrenceville, GA 30045-5737, Attention: General Counsel. A-6

ASSIGNMENT FORM If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: - ------------------------------------------------------------- - ------------------------------------------------------------- - ------------------------------------------------------------- (Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint ________________________, agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Dated: Signed: ------------- ------------------------------------ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: ------------------------------------------------------- A-7

[OPTION OF HOLDER TO ELECT PURCHASE] If you want to elect to have this Note purchased by the Company pursuant to Section 4.14 of the Indenture, check the box: [ ] If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.14 of the Indenture, state the amount you elect to have purchased: $ ------------------- Dated: ________________ ______________________________________________ NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed. Signature Guarantee: ________________________________________ A-8

Exhibit T3E UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION IN RE: : CASE NO. 00-65214 TO 00-65224 : VISTA EYECARE, INC., F/K/A NATIONAL : CHAPTER 11 VISION ASSOCIATES, LTD., ET AL., : : JUDGE JAMES E. MASSEY : DEBTORS. : JOINTLY ADMINISTERED : FIRST AMENDED DISCLOSURE STATEMENT TO ACCOMPANY FIRST AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11, TITLE 11, UNITED STATES CODE FILED BY VISTA EYECARE, INC. AND CERTAIN OF ITS DEBTOR SUBSIDIARIES AND FIRST AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11, TITLE 11, UNITED STATES CODE, FILED BY FRAME-N-LENS OPTICAL, INC.; MIDWEST VISION, INC.; NEW WEST EYEWORKS, INC.; AND CERTAIN OF THEIR DEBTOR SUBSIDIARIES ---------------------------------------- KILPATRICK STOCKTON LLP Dennis S. Meir Joel B. Piassick Michael D. Langford 1100 Peachtree Street Atlanta, Georgia 30309-4530 Telephone: (404) 815-6500 Attorneys for the Debtors

Table of Contents ----------------- Page ---- I. INTRODUCTION.............................................................................................1 A. Voting Instructions.............................................................................2 B. Source of Information and Solicitation of Acceptances...........................................3 C. Explanation of Chapter 11.......................................................................4 II. OVERVIEW OF THE PLANS....................................................................................4 III. BACKGROUND AND DESCRIPTION OF THE DEBTORS' BUSINESS......................................................8 A. Overview........................................................................................8 B. History.........................................................................................8 C. Vision Center Operations.......................................................................10 D. Marketing......................................................................................10 E. Manufacturing and Distribution.................................................................10 F. Optometrists...................................................................................10 G. Agreements in Wal-Mart and Other Host Environments.............................................11 H. Competition....................................................................................12 I. Employees......................................................................................12 J. Trademark and Service Mark.....................................................................12 K. Properties.....................................................................................13 L. Officers and Directors of Vista................................................................14 IV. THE CHAPTER 11 CASES....................................................................................14 A. Postpetition Financing.........................................................................14 B. Employee and Optometric Issues.................................................................16 C. Customer Issues................................................................................16 D. Official Committee of Unsecured Creditors......................................................16 E. Lease Issues...................................................................................17 F. Utility Companies..............................................................................18 G. Proof of Claim Bar Date........................................................................18 H. Plan Exclusivity Periods.......................................................................18 I. Asset Purchase and Stock Purchase Agreements...................................................18 V. SUMMARY OF THE PLANS OF REORGANIZATION..................................................................20 A. Classification and Treatment of Administrative Claims, Claims, and Equity Interests Under the Plans................................................................................22 B. Administrative Claims..........................................................................22

Table of Contents ----------------- (continued) C. Professional and Committee Member Compensation and Reimbursement Claims........................23 D. Priority Tax Claims............................................................................24 E. Class 1-Other Priority Claims..................................................................24 F. Class 2-DIP Financing Claims...................................................................25 G. Class 3-Other Secured Claims...................................................................25 H. Class 4-Convenience Claims.....................................................................26 I. Class 5-General Unsecured Claims...............................................................27 J. Class 6-Late Claims and Subordinated Claims....................................................28 K. Class 7-Intercompany Claims....................................................................28 L. Class 8-Equity Interests.......................................................................29 M. Unimpaired Classes.............................................................................29 N. Impaired Classes...............................................................................29 VI. MEANS OF IMPLEMENTATION OF THE PLANS....................................................................29 A. Substantive Consolidation......................................................................29 B. Directors and Officers of the Reorganized Debtor...............................................30 C. Securities to be Issued Pursuant to the Plans..................................................30 D. Miscellaneous Plan Provisions..................................................................34 VII. TIMING AND MANNER OF DISTRIBUTIONS UNDER THE PLANS......................................................34 A. Effective Date Distribution....................................................................35 B. Disputed Claims Reserve........................................................................35 C. Subsequent Distribution Date...................................................................36 D. Final Distribution Date........................................................................36 E. Miscellaneous Distribution Provisions..........................................................37 VIII. OBJECTIONS TO AND RESOLUTION OF CLAIMS..................................................................37 IX. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES...................................................39 X. CONDITIONS PRECEDENT TO PLAN CONFIRMATION AND EFFECTIVE DATE............................................41 XI. VOTING ON AND CONFIRMATION OF THE PLANS OF REORGANIZATION...............................................42 A. Voting Procedures..............................................................................42 ii

Table of Contents ----------------- (continued) B. Confirmation Hearing...........................................................................43 C. Requirements for Plan Confirmation.............................................................43 1. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS.........................................44 2. IMPAIRMENT AND VOTING.................................................................44 3. "BEST INTERESTS" TEST.................................................................44 4. LIQUIDATION ANALYSIS..................................................................45 5. FEASIBILITY. ........................................................................46 6. CRAMDOWN:.............................................................................46 XII. EFFECTS OF PLAN CONFIRMATION............................................................................47 A. Discharge......................................................................................47 B. Vesting........................................................................................47 C. Injunction.....................................................................................48 D. Releases.......................................................................................48 E. Exculpation....................................................................................48 F. Miscellaneous Matters..........................................................................49 XIII. PROJECTIONS AND VALUATION ANALYSIS......................................................................49 A. Responsibility for and Purpose of the Projections..............................................49 B. Summary of Significant Assumptions.............................................................51 C. Special Note Regarding Forward- Looking Statements.............................................54 D. Financial Projections..........................................................................55 XIV. FINANCIAL INFORMATION...................................................................................55 XV. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLANS..............................................55 XVI. CERTAIN RISK FACTORS RELATING TO THE PLANS..............................................................56 A. Projected Financial Information................................................................57 B. Ability to Refinance Certain Indebtedness and Restrictions Imposed by Indebtedness.............57 C. Certain Bankruptcy Law Considerations..........................................................58 iii

Table of Contents ----------------- (continued) XVII. CERTAIN TAX CONSEQUENCES OF THE PLANS...................................................................59 A. Consequences to Creditors......................................................................60 1. TAX SECURITIES........................................................................60 2. CLAIMS AND CONSIDERATION CONSTITUTING TAX SECURITIES..................................60 3. CLAIMS OR CONSIDERATION NOT CONSTITUTING TAX SECURITIES...............................61 4. APPLICATION OF OID RULES..............................................................62 B. Consequences to the Debtors....................................................................63 1. CANCELLATION OF INDEBTEDNESS AND REDUCTION OF TAX ATTRIBUTES..........................63 2. ALTERNATIVE MINIMUM TAX...............................................................63 C. Additional Tax Considerations for All Claim Holders............................................64 1. DISTRIBUTIONS IN DISCHARGE OF ACCRUED INTEREST........................................64 2. SUBSEQUENT SALE OF NEW SENIOR NOTES OR NEW COMMON STOCK...............................64 3. MARKET DISCOUNT.......................................................................64 XVIII. SECURITIES LAWS MATTERS.................................................................................65 XIX. CONCLUSION..............................................................................................65 iv

Table of Contents ----------------- (continued) EXHIBITS: Exhibit A Parent Plan of Reorganization Exhibit B Subsidiaries' Plan of Reorganization Exhibit C Recovery Analysis Exhibit E Liquidation Analysis Exhibit F Projections and Valuation Analysis Exhibit G 10-K for Fiscal Year Ended December 30, 2000

I. INTRODUCTION On April 5, 2000, Vista Eyecare, Inc., f/k/a National Vision Associates, Ltd. ("Vista"); International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; Vista Optical Express, Inc.; Frame-n-Lens Optical, Inc. ("FNL"); Midwest Vision, Inc. ("Midwest"); New West Eyeworks, Inc. ("New West"); Family Vision Centers, Inc.; Vision Administrators, Inc.; Alexis Holding Company, Inc.; and Vista Eyecare Network, LLC (collectively, the "Debtors") filed voluntary Chapter 11 petitions with the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division (the "Bankruptcy Court"). Since their Chapter 11 filings, the Debtors have operated their business as debtors-in-possession pursuant to 11 U.S.C. Sections 1107 and 1108. Debtors Midwest; FNL; and New West are wholly-owned subsidiaries of Vista. Debtors Family Vision Centers, Inc. and Vision Administrators, Inc. are wholly-owned subsidiaries of FNL. Debtors Alexis Holding Company, Inc. and Vista Eyecare Network, LLC are wholly-owned subsidiaries of New West. Debtors International Vision Associates, Ltd., NVAL Healthcare Systems, Inc., and Vista Optical Express, Inc. are wholly-owned subsidiaries of Vista. Thus, each of the ten Debtor Subsidiaries is either a direct or indirect wholly-owned subsidiary of Vista, the corporate parent. The Debtor Subsidiaries are Midwest; FNL; New West; Family Vision Centers, Inc.; Vision Administrators, Inc.; Alexis Holding Company, Inc.; Vista Eyecare Network, LLC; International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. The Consolidated Subsidiaries are three of the ten Debtor Subsidiaries, specifically International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. Debtors Vista; International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. have filed with the Bankruptcy Court their First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code Filed by Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries (the "Parent Plan"). Debtors FNL; Midwest; New West; Family Vision Centers, Inc.; Vision Administrators, Inc.; Alexis Holding Company, Inc.; and Vista Eyecare Network, LLC have also filed with the Bankruptcy Court their First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code Filed by Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of Their Debtor Subsidiaries (the "Subsidiaries' Plan"). The Parent Plan and the Subsidiaries' Plan are sometimes collectively referred to hereinafter as the "Plans." In connection with the Plans, the Debtors hereby submit this First Amended Disclosure Statement to Accompany First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code Filed by Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries and First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code Filed by Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of Their Debtor Subsidiaries (the "Disclosure Statement") to all holders of Claims against or Equity Interests in the Debtors pursuant to Section 1125 of the Bankruptcy Code.

The purpose of this Disclosure Statement is to provide the holders of Claims against and Equity Interests in the Debtors in these Chapter 11 Cases with information about the Plans adequate to enable such holders to make an informed decision in exercising their right to vote on the Plans described below. On April 12, 2001, the Bankruptcy Court conducted a hearing as required by Section 1125 of the Bankruptcy Code on the question of whether this Disclosure Statement contains such adequate information. At that hearing, the Bankruptcy Court considered the issue of the adequacy of the Disclosure Statement and announced that it would enter an order approving the Disclosure Statement as containing "adequate information" for Creditors and holders of Equity Interests in accordance with Section 1125(b) of the Bankruptcy Code. The Bankruptcy Court's approval of the adequacy of the information set forth in this Disclosure Statement does not constitute an endorsement or recommendation by the Bankruptcy Court of the substantive provisions of the Plans. Capitalized terms used and not otherwise defined in this Disclosure Statement shall have the meanings attributed to them in the definitional section of the Plans. Accompanying this Disclosure Statement are copies of: (1) the Parent Plan, attached as Exhibit A hereto; (2) the Subsidiaries' Plan, attached as Exhibit B hereto; (3) an Order and Notice from the Bankruptcy Court establishing (a) the time for and manner of filing acceptances or rejections of the Plans, (b) the date and time of the hearing to consider confirmation of the Plans and related matters, and (c) the time for filing objections to the Plans; and (4) Ballots for acceptance or rejection of the Plans. THE BANKRUPTCY COURT HAS SCHEDULED A HEARING TO CONSIDER CONFIRMATION OF THE PLANS ON MAY 17, 2001, AT 9:30 A.M., IN THE UNITED STATES COURTHOUSE, COURTROOM 1201, 75 SPRING STREET, S.W., ATLANTA, GEORGIA. The hearing may be adjourned from time to time without further notice. A. VOTING INSTRUCTIONS After carefully reviewing this Disclosure Statement and the Plans, including all attachments thereto, please indicate your vote on the enclosed Ballot or Ballots, sign the Ballot, and mail it to Kilpatrick Stockton LLP, Attention: VISTA PLAN BALLOTING, 1100 Peachtree Street NE, Suite 2800, Atlanta, Georgia 30309. Separate ballots will be cast with respect to Claims asserted against each Debtor. Voting results shall be determined separately for each Debtor. IN ORDER TO BE COUNTED, BALLOTS MUST BE RECEIVED BY MAY 14, 2001. THE PLANS OF REORGANIZATION HAVE BEEN PREPARED WITH THE INPUT AND ASSISTANCE OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND THEIR PROFESSIONAL LEGAL AND FINANCIAL ADVISORS. THE DEBTORS AND THE COMMITTEE BELIEVE THAT ACCEPTANCE OF THE PLANS IS IN THE BEST INTERESTS OF ALL CREDITORS AND RECOMMEND THAT CREDITORS VOTE TO ACCEPT THE PLANS. 2

A holder of a Claim, in order to vote on the Plans, must have filed a proof of claim on or prior to the December 15, 2000 Bar Date, except as otherwise ordered by the Bankruptcy Court, unless the Claim was scheduled by the Debtors and was not listed by the Debtors in the Schedules as disputed, liquidated or contingent. A holder of a Claim or Equity Interest may vote to accept or reject the Plan by filling out and mailing in the ballot for acceptance or rejection of the Plan. Holders of Claims that have been disallowed as of the Confirmation Hearing under Section 502 of the Bankruptcy Code or Federal Rule of Bankruptcy Procedure 3018 will not be permitted to vote on the Plans. Whether a holder of a Claim or Equity Interest votes on the Plans or not, such Person will be bound by the terms and treatment set forth in the Plans if the Plans are confirmed by the Bankruptcy Court. Allowance of any Claim or Equity Interest for voting purposes, or disallowance of any Claim or Equity Interest for voting purposes, does not necessarily mean that all or a portion of the Claim or Equity Interest will be Allowed or disallowed for distribution purposes under the Plans that are confirmed. As a Creditor, your vote on the Plans is important. In order for the Plans to be accepted and thereafter confirmed by the Bankruptcy Court without resort to the "cramdown" provisions of the Bankruptcy Code, as described in more detail later in this Disclosure Statement, votes representing a majority in number and at least two-thirds (2/3) in amount of Claims Allowed for voting purposes and voting in each Impaired Class with respect to each Debtor, must vote to accept the Plans. If you have a Claim that is classified in the Plans as being in an Impaired Class (as explained later in this Disclosure Statement), you are urged to fill in, date, sign, and mail promptly the enclosed Ballot. Please be sure to complete properly the form Ballot and to identify legibly the name of each holder of a Claim. This Disclosure Statement is intended to assist the holders of Claims and Equity Interests in evaluating the Plans and in determining whether to accept or reject the Plans. Acceptance or rejection of the Plans may not be solicited unless a copy of this Disclosure Statement is furnished prior to or concurrently with such solicitation. You should read this Disclosure Statement before voting on the Plans. This Disclosure Statement summarizes certain terms of the Plans, but the actual Plans will be the governing document. If any inconsistency exists between the Plans and the Disclosure Statement, the terms of the Plans are controlling. B. SOURCE OF INFORMATION AND SOLICITATION OF ACCEPTANCES NO REPRESENTATIONS CONCERNING THE DEBTORS, PARTICULARLY AS TO THE VALUE OF THEIR ASSETS OR THE VALUE OF ANY DISTRIBUTIONS TO BE MADE UNDER THE PLANS, OTHER THAN THOSE AS SET FORTH IN THIS DISCLOSURE STATEMENT, ARE AUTHORIZED. ANY REPRESENTATIONS OR INDUCEMENTS MADE TO SECURE YOUR ACCEPTANCE OF THE PLANS THAT ARE OTHER THAN AS CONTAINED IN THIS DISCLOSURE STATEMENT ARE NOT AUTHORIZED AND SHOULD NOT BE RELIED UPON BY YOU IN ARRIVING AT YOUR DECISION, AND ANY SUCH ADDITIONAL REPRESENTATIONS OR INDUCEMENTS SHOULD BE REPORTED TO THE ATTORNEYS FOR THE DEBTORS WHO, IN TURN, MAY DELIVER SUCH INFORMATION TO THE BANKRUPTCY COURT FOR SUCH ACTION AS MAY BE DEEMED APPROPRIATE. 3

The information contained herein has been derived from sources which the Debtors believe to be the most reliable available. However, the information has not been independently verified in every instance. Although every reasonable effort has been made to accumulate and present accurate information, the accuracy of the information contained herein cannot be guaranteed. Certain of the information is, by its nature, necessarily speculative and contains estimates and assumptions which may not occur. The information contained in this Disclosure Statement is made as of the date hereof, unless another time is specified, and the Debtors assume no obligation to update it. No representations concerning the Debtors, the extent of their liabilities, the value of their properties and assets, or the value of any distributions offered to holders of Claims in connection with the Plans are authorized except as specifically denominated in this Disclosure Statement. This Disclosure Statement may not be relied on for any purpose other than to determine how to vote on the Plans, and nothing contained herein shall constitute an admission of any fact or liability, or be admissible in any proceeding involving the Debtors or any other party, or be deemed to be advice on the tax or other legal effects of the Plans. C. EXPLANATION OF CHAPTER 11 Chapter 11 is the principal reorganization chapter of the Bankruptcy Code. The formulation and confirmation of a reorganization plan is the primary goal of a Chapter 11 case. A reorganization plan is the vehicle for satisfying, to the extent possible, the Claims against and Equity Interests in the Debtors. II. OVERVIEW OF THE PLANS Debtors Midwest Vision, Inc.; Frame-n-Lens Optical, Inc.; and New West Eyeworks, Inc. are wholly-owned subsidiaries of Vista Eyecare, Inc. Debtors Family Vision Centers, Inc. and Vision Administrators, Inc. are wholly-owned subsidiaries of Frame-n-Lens Optical, Inc. Debtors Alexis Holding Company, Inc. and Vista Eyecare Network, LLC are wholly-owned subsidiaries of New West Eyeworks, Inc. Debtors International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. are wholly-owned subsidiaries of Vista Eyecare, Inc. Thus, each of the ten Debtor Subsidiaries is either a direct or indirect wholly-owned subsidiary of Vista Eyecare, Inc., the corporate parent. The Debtor Subsidiaries are Midwest Vision, Inc.; Frame-n-Lens Optical, Inc.; New West Eyeworks, Inc.; Family Vision Centers, Inc.; Vision Administrators, Inc.; Alexis Holding Company, Inc.; Vista Eyecare Network, LLC; 4

International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. The Parent Plan is proposed by Vista Eyecare, Inc. and certain of the Debtor Subsidiaries, specifically Vista Optical Express, Inc.; NVAL Healthcare Systems, Inc.; and International Vision Associates, Ltd. (defined in such Plan as the "Consolidated Subsidiaries"). The Parent Plan provides for the substantive consolidation of the Consolidated Subsidiaries with and into Vista Eyecare, Inc. as the Reorganized Debtor. Substantive consolidation means that the assets of all of the Debtors are placed in a single estate, rather than kept separate, and that Creditors of all of the Debtors have a Claim against that single estate, as opposed to retaining their Claims against only the Debtor that is obligated to them. Substantive consolidation is discussed in more detail later in the "Means of Implementation of the Plans" section of this Disclosure Statement. The Subsidiaries' Plan is proposed by Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and certain of their wholly-owned subsidiaries, specifically Family Vision Centers, Inc.; Vision Administrators, Inc.; Alexis Holding Company, Inc.; and Vista Eyecare Network, LLC. In order to maximize the value of the Debtors' business, which inures to the benefit of all Creditors, two Plans have been filed. However, the treatment afforded to Creditors under both Plans is identical except that Creditors under the Subsidiaries' Plan will receive their distributions two days after their counterparts under the Parent Plan. In general, distributions will be made to Creditors under the Plans on the Effective Date. The Effective Date under the Subsidiaries' Plan is two days after the Effective Date under the Parent Plan. The distributions to Creditors under both Plans will be the same. The two Effective Dates will enable the Debtors to maximize the overall value of the business, for the benefit of all Creditors. The Debtors intend to dispose of their free-standing vision centers in malls and strip centers prior to confirmation of the Plans. The Debtors will either assume and assign to another party the leases for their free-standing stores as part of an asset sale, (as discussed later in this Disclosure Statement) or reject those leases. After confirmation, Vista, as Reorganized Debtor, will operate vision centers in host store environments, including Wal-Mart and Fred Meyer, and at selected military installations. The leases and license agreements related to the host stores will be assumed by Vista. Wal-Mart has recently expressed concern about the Debtors' compliance with certain terms of the license agreement, though Wal-Mart has not issued any notices of default. The Debtors believe that they are in material compliance with the terms and conditions of the Wal-Mart license agreement. Consistent with the agreement to sell the free-standing vision centers, Vista, as Reorganized Debtor, will discontinue the use of the "Vista" name over a period of 18 months. Vista, as Reorganized Debtor, will change its corporate name to National Vision Associates, Inc. (or such other name as may be designated by Vista) on the Effective Date of the Parent Plan. 5

The chart shown below briefly summarizes the classification and treatment of Claims and Equity Interests under both Plans.1 The distributive amounts to Creditors are the same under both Plans, with the Effective Date under the Subsidiaries' Plan being two days after the Effective Date under the Parent Plan. TYPE OF CLAIM OR ESTIMATED CLAIM ESTIMATED CLASS EQUITY INTEREST TREATMENT AMOUNT RECOVERY ___ Administrative Claims Unimpaired; paid in full when Administrative 100% Allowed, in Cash, on the Effective Claims are generally Date, or in accordance with the terms being paid by the and conditions of transactions or Debtors in the agreements relating to obligations ordinary course of incurred in the ordinary course of business. business during the pendency of the Chapter 11 Cases or assumed by the Debtors in Possession. ___ Priority Tax Claims Unimpaired; at the option of the $100,000 100% Debtors either (i) paid in full when Allowed, in Cash on the Effective Date, or (ii) paid over a six-year period from the date of assessment as provided in Section 1129(a)(9)(c) of the Bankruptcy Code with interest at the statutory rate provided for under applicable federal, state or local law. 1 Other Priority Claims Unimpaired; paid in full in Cash when de minimis 100% Allowed on the Effective Date. 2 DIP Financing Claims Unimpaired; paid in full in Cash on $12.9 million 100% the Effective Date. ________________________________ 1 This chart is only a summary of the classification and treatment of Claims and Equity Interests under the Plans. Reference should be made to the entire Disclosure Statement, particularly the "Summary of the Plans of Reorganization" section, and the actual Plans for a complete description of the classification and treatment of Claims and Equity Interests. 6

TYPE OF CLAIM OR ESTIMATED CLAIM ESTIMATED CLASS EQUITY INTEREST TREATMENT AMOUNT RECOVERY 3 Other Secured Claims Unimpaired; at the option of the de minimis 100% Debtors to be (i) reinstated by curing all outstanding defaults with all legal, equitable, and contractual rights remaining unaltered, (ii) paid in full, in Cash, plus any interest required to be paid pursuant to Section 506(b) of the Bankruptcy Code, on the Effective Date, or (iii) fully and completely satisfied by delivery or retention of the Collateral securing the Other Secured Claim and payment of any interest required to be paid pursuant to Section 506(b) of the Bankruptcy Code. 4 Convenience Claims Impaired; maximum Allowed Claim $400,000 75% amount in this Class is $1,500; distribution of 75% of Allowed Claim up to $1,125 ($1,500 x 75%) on the later of (i) the Effective Date and (ii) 30 days after the date on which such Claim becomes an Allowed Claim 5 General Unsecured Impaired; distribution of Pro Rata $175,000,0002 83%3 Claims share of 5,000,000 shares of New Common Stock and up to $120,000,000 of New Senior Notes on the later of (i) the Effective Date and (ii) 30 days after the date on which such Claim becomes an Allowed Claim. ________________________________ 2 General Unsecured Claims scheduled by the Debtors total approximately $168 million. General Unsecured Claims filed with the Bankruptcy Court are approximately $188 million. 3 For an analysis of the estimated recovery, see the "Recovery Analysis" of this Disclosure Statement attached as Exhibit C. 7

TYPE OF CLAIM OR ESTIMATED CLAIM ESTIMATED CLASS EQUITY INTEREST TREATMENT AMOUNT RECOVERY 6 Late Claims and Impaired; no distribution shall be Unknown 0% Subordinated Claims made. 7 Intercompany Claims Impaired; no distribution shall be 0% made. 8 Equity Interests Impaired; no distribution shall be N/A 0% made, and all existing Equity Interests will be canceled. III. BACKGROUND AND DESCRIPTION OF THE DEBTORS' BUSINESS A. OVERVIEW The Debtors are a retail optical enterprise, currently operating approximately 725 vision centers throughout the United States and Mexico. The Debtors operate 499 of their vision centers in host departments, such as Wal-Mart, Wal-Mart de Mexico, and Fred Meyer locations. The Debtors also currently operate more than 200 vision centers in free-standing locations such as malls and strip centers. The Debtors' vision centers sell a wide range of optical products, including eyeglasses, contact lenses, and sunglasses. Most locations are adjacent to or contain the office of an independent optometrist. To support their retail operations, the Debtors also operate three manufacturing and distribution centers. B. HISTORY Vista Eyecare, Inc. was founded as National Vision Associates, Ltd. ("NVAL") in 1990, when it entered into a master license agreement with Wal-Mart Stores, Inc. ("Wal-Mart"). The original agreement gave NVAL the right to operate 75 vision centers in Wal-Mart stores. The agreement was expanded for up to 190 vision centers in 1992. The Wal-Mart agreement was expanded for up to 400 stores in 1994. Between 1992 and 1994, NVAL expanded into other host locations in Canada, Mexico, and France. From 1994 to 1996, the company exited all markets outside of the core Wal-Mart relationship. In late 1997, the company made a strategic decision to diversify the revenue base through acquisitions in the free-standing optical market. Between October 1997 and October 1998, the company acquired three prominent chains in the free-standing optical market: 8

Midwest was acquired in October 1997 with 51 retail optical centers in Minnesota, Wisconsin, Iowa, and North Dakota. The acquired optical centers were in free-standing locations, such as malls and strip centers. FNL was acquired in July 1998 with approximately 280 retail optical centers in 23 states, mainly in the western United States. 150 vision centers were in free-standing locations and more than 100 vision centers were in host locations, including Sam's Club and Wal-Mart stores. New West was acquired in October 1998 with approximately 175 retail optical centers in 13 states. More than 120 vision centers were in free-standing locations and more than 50 host vision centers were in Fred Meyer stores. Following the acquisitions, NVAL changed its name to "Vista Eyecare, Inc." To fund the acquisitions, Vista issued $125 million in senior notes, due 2005 (the "Senior Notes") in October 1998. All of the Debtor Subsidiaries, except for Vista Optical Express, Inc., are guarantors of the indebtedness under the Senior Notes. The Senior Notes bear interest of 12.75% per annum and were issued pursuant to an indenture (the "Senior Note Indenture") which contains a variety of customary provisions and restrictions. Interest payments under the Senior Notes are due on April 15 and October 15 of each year. The Senior Notes constitute general unsecured obligations of Vista. At the time NVAL issued the Senior Notes, it also entered into a $25 million secured credit facility with First Union National Bank ("First Union") and Bank of America, FSB ("BOA"). Sales shortfalls in the free-standing stores caused pressure on earnings and liquidity. In October 1999, Vista announced that, because of slow sales in its recently acquired businesses, it would use the allowed 30-day grace period for making the interest payment due on the Senior Notes. In November 1999, Vista replaced its prior secured credit facility with First Union and BOA with a new $25 million secured credit facility with Foothill Capital Corporation (the "Foothill Prepetition Credit Facility"). The Foothill Prepetition Credit Facility consisted of a $12.5 million term loan and a $12.5 million revolver. The proceeds of the Foothill Prepetition Credit Facility were used for making, within the 30-day grace period, the interest payment that had been due on October 15, 1999, under the Senior Notes and other corporate purposes. All obligations of Vista under the Foothill Prepetition Credit Facility were guaranteed by the ten Debtor Subsidiaries. The Debtors continued to experience weak sales and cash flow problems with the free-standing stores throughout early 2000. After failing to negotiate an out-of-court restructuring with the holders of the Senior Notes, and having liquidity restricted under the Foothill Prepetition Credit Facility, the Debtors were forced to file for protection under Chapter 11 on April 5, 2000. At the time of the Chapter 11 filings, the total indebtedness on the Senior Notes was approximately $132.5 million, including $7.5 million of accrued interest. 9

C. VISION CENTER OPERATIONS The Debtors' vision centers typically occupy between 1,000 and 1,500 square feet, including areas for merchandise display, customer service, and contact lens fitting. Each vision center maintains inventory of approximately 1,000 eyeglass frames and 550 pairs of contact lenses, along with sunglasses and other optical accessories. The Debtors' three optical laboratories deliver prescription eyewear to all of their vision centers. The vision centers located in Wal-Mart typically have a finishing laboratory, which allows for the vision center to provide one-hour service for most single vision prescription lenses. These vision centers carry inventory of approximately 725 pairs of spectacle lenses. D. MARKETING The Debtors use both print and radio advertising in conducting marketing campaigns. The company is positioned in the value segment of the optical retail industry. E. MANUFACTURING AND DISTRIBUTION The Debtors operate three manufacturing and distribution facilities, which supply substantially all requirements of their vision centers. The facilities are located in Lawrenceville, Georgia (this facility also includes the central administrative offices of Vista); Fullerton, California (this facility also includes administrative offices); and St. Cloud, Minnesota. Each vision center located in Wal-Mart stores (with the exception of seven vision centers acquired in 1998) has its own finishing laboratory, which manufactures lenses for approximately half of all customers purchasing spectacle lenses. The Debtors' distribution centers provide lens blanks, frames, contact lenses, and sunglasses to their vision centers. The Debtors use an overnight delivery service to ship completed orders and replenishment items to the vision centers. The distribution centers and the manufacturing facilities are interfaced with the Debtors' management information system. F. OPTOMETRISTS The proximity of licensed optometrists to a retail optical store is critical to the financial performance of that store. The Debtors strive to have an optometrist on at least a part time basis at most of their locations. These optometrists are typically independent from the Debtors and lease a portion of their locations for an eye examination facility. The Debtors generally charge rent to optometrists, in exchange for the use of the premises and the equipment, which is provided. The Debtors' agreement with Wal-Mart requires them to have an optometrist on duty at least 48 hours each week. The Debtors' relationships with optometrists are subject to extensive regulation. 10

G. AGREEMENTS IN WAL-MART AND OTHER HOST ENVIRONMENTS The Debtors have agreements in place, which govern their operations in host environments, such as Wal-Mart. Typically, each agreement is for a base term, followed by an option to renew. The agreements provide for payments of minimum and percentage rent, and also contain customary provisions for leased department operations. The table below sets forth key data about each of these agreements: LOCATION NO. OF UNITS LENGTH OF LENGTH OF OF AS OF BASE TERM OPTION TERM VISION CENTERS DECEMBER 30, 2000 (IN YEARS) (IN YEARS) -------------- ----------------- ---------- ---------- Wal-Mart (a) 395 9 3 Fred Meyer 56 5 5 Wal-Mart de Mexico (b) 27 5 2 Military Bases 19 2 or 5 0 - ------------------- (a) The Debtors also operate two additional Wal-Mart stores, which operate under individual leases. (b) An indirect, non-debtor foreign subsidiary of Vista is the party to the agreement with Wal-Mart de Mexico. The agreement with Wal-Mart gives the Debtors the right to open at least 400 vision centers, including those already open. The agreement with Wal-Mart also provides that, if Wal-Mart converts its own store to a "supercenter" (a store which contains a grocery department in addition to the traditional Wal-Mart store offering) and relocates the vision center as part of the conversion, the term of the lease begins again. The Debtors exercised their option to renew leases for 44 Wal-Mart vision centers in 2000. The base term for 50 vision centers expires in 2001. The Debtors expect to renew the leases for most, if not all, of these vision centers. The agreement with Wal-Mart de Mexico provides that each party will not deal with other parties to operate leased department vision centers in Mexico. This agreement also permits each party to terminate the lease for each vision center which fails to meet minimum sales requirements specified in the agreement. Under the agreement with Wal-Mart de Mexico, Vista's non-debtor foreign subsidiary has two options for two-year renewals, and one option for an additional one-year renewal, for each vision center. The Debtors operate leased vision centers in the Northwest in stores owned by Fred Meyer pursuant to a master license agreement which provides for minimum and percentage rent and other customary terms and conditions. The term of the agreement is for five years, expiring December 31, 2003, with a five-year option. The agreement with Fred Meyer obligates the Debtors to exercise the renewal option as to all or none of these locations, with the exception of five stores which are covered by a separate agreement. This option must be exercised in 2003. 11

The Debtors currently operate 19 vision centers on military bases throughout the United States. These stores operate under the "Vista Optical" name and are located in mall-like locations in the Army and Air Force Exchange Service and the Navy Exchange Service Centers. Over the course of the last ten years, the military has continued to bring private industry into their base exchanges. Similar to operations in other host environments, the Debtors' rent calculation is primarily based on sales and is payable to the respective military exchanges. The Debtors plan to continue to seek opportunities to open stores on larger bases in the future. H. COMPETITION The retail eyecare industry is extremely competitive. The Debtors compete with national, regional, and local providers. The Debtors believe that they have numerous competitive advantages, such as everyday low pricing, product selection, and quality and consistency of service. The Debtors also compete for managed care business. The Debtors' competition for this business is principally the larger national and regional optical firms. Competition for this business is driven by size of provider network, quality and consistency of service, and pricing of vision care services. Several of the Debtors' competitors have significantly greater financial resources than do the Debtors. As a result, competitors may be able to engage in extensive and prolonged price promotions, which may adversely affect the Debtors' business. I. EMPLOYEES The Debtors currently employ approximately 2,800 associates on a full-time basis and approximately 1,200 associates on a part-time basis. Following the sale of the free-standing stores, these figures are expected to be approximately 2,100 and 900, respectively. Approximately 85% of employees are engaged in retail sales, 9% in laboratory and distribution operations, and 6% in management and administration. Apart from the retail employees in Mexico, none of the Debtors' employees are governed by any collective bargaining agreements. The Debtors believe that their employment relations are generally good. J. TRADEMARK AND SERVICE MARK The Debtors use the "Vista Optical" name to identify their free-standing vision centers, as well as those vision centers operating in Fred Meyer locations. The vision centers in Fred Meyer will be renamed over a period not greater than 18 months following the sale of the free-standing stores. The Debtors' vision centers in Wal-Mart are identified as the "Vision Center located in Wal-Mart." Vista has also licensed the right to use the "Guy Laroche" trademark for certain optical goods. The agreement with Guy Laroche expires on December 31, 2001, but can be renewed at the Debtors' option. 12

K. PROPERTIES The Debtors' vision centers in host locations as of December 30, 2000, are in various states and Mexico, as follows: LOCATION TOTAL LOCATION TOTAL -------- ----- -------- ----- Alabama 9 New Hampshire 4 Alaska 12 New Jersey 13 Arizona 14 New Mexico 10 California 96 New York 26 Colorado 8 North Carolina 56 Connecticut 10 North Dakota 4 Florida 5 Oregon 32 Georgia 37 Pennsylvania 18 Hawaii 4 South Carolina 11 Idaho 4 South Dakota 1 Kansas 10 Tennessee 2 Kentucky 1 Texas 7 Louisiana 2 Virginia 23 Maine 1 Washington 26 Maryland 3 West Virginia 7 Massachusetts 5 Wyoming 1 Minnesota 1 Montana 2 Mexico 27 Nevada 7 The Debtors' corporate headquarters in Lawrenceville, Georgia is located in a 66,000 square foot building, which includes a distribution center and lens laboratory. The building is subleased from Wal-Mart through 2001. The Debtors have an option to renew this lease for seven years. The Debtors have regional facilities located in St. Cloud, Minnesota and Fullerton, California. The 20,000 square foot St. Cloud facility is subject to a lease that expires in October 2007. The 45,000 square foot Fullerton facility is subject to a lease that expires in August 2006. 13

The Debtors also have an option to extend the Fullerton lease for five years. Both facilities contain optical laboratories. L. OFFICERS AND DIRECTORS OF VISTA The current executive officers of Vista are as follows: NAMES TITLE - ----- ----- James W. Krause Chief Executive Officer, President, and Chairman of the Board Angus C. Morrison Senior Vice President, Chief Financial Officer Mitchell Goodman Senior Vice President, General Counsel, and Secretary Charles M. Johnson Senior Vice President, Lens Manufacturing and Distribution Eduardo A. Egusquiza Senior Vice President, Information Technology Michael J. Boden Executive Vice President, Retail Operations Michael C. Thomas Vice President, Vista Retail Operations Richard D. Anderson Senior Vice President, Real Estate Robert W. Stein Senior Vice President, Human Resources/Professional Services Peter T. Socha Senior Vice President, Strategic Planning Timothy W. Ranney Vice President, Corporate Controller The current directors of Vista are James W. Krause, Ronald J. Green, James E. Kanaley, and Peter T. Socha. IV. THE CHAPTER 11 CASES The Debtors filed their Chapter 11 Cases on April 5, 2000. The Bankruptcy Court has entered orders in these Chapter 11 Cases authorizing Kilpatrick Stockton LLP to serve as counsel for the Debtors, Arthur Andersen LLP to serve as accountant for the Debtors, and McDonald Investments Inc. to serve as financial advisor for the Debtors. A. POSTPETITION FINANCING The Debtors negotiated and documented a postpetition financing agreement (the "DIP Credit Facility") with Foothill Capital Corporation ("Foothill") that provides up to $25 million in revolving advances, letters of credit, and term loans for the Debtors to operate their business.(4) ________________________ 4 The DIP Credit Facility with Foothill replaced the Foothill Prepetition Credit Facility. The Debtors paid professional fees, organization fees, and waiver fees of $500,000 to convert the previous facility to the DIP Credit Facility. 14

Availability for revolving advances is limited by the lesser of: (i) $25 million less the outstanding balance of any term loans and the aggregate outstanding balance of all undrawn or unreimbursed letters of credit; or (ii) a borrowing base formula less the aggregate outstanding balance of all undrawn or unreimbursed letters of credit. Undrawn or unreimbursed letters of credit shall not exceed $3 million, or some lesser amount based upon a formula set forth in the DIP Credit Facility. The DIP Credit Facility provides for two term loans. The first term loan is in the amount of $2.5 million. The second term loan is in the amount of $10 million. The Debtors have been and are using the advances for the following purposes: to refinance pre-petition claims and obligations owed to Foothill; to fund ongoing working capital needs of the Debtors, including the funding of issued and outstanding letters of credit; to finance the capital expenditure needs of the Debtors; to pay fees, costs, expenses, and disbursements to professionals retained by the Debtors and the Official Committee of Unsecured Creditors and expenses of its members, as approved by the Bankruptcy Court, and bankruptcy-related charges as allowed by the Bankruptcy Court and as permitted by the loan documents for the DIP Credit Facility; and to pay fees and expenses (including, without limitation, reasonable attorneys' fees and expenses) owed to Foothill under the DIP Credit Facility. Interest on revolving advances is calculated using a formula. The approximate interest rate for revolving loans based upon Eurodollar advances is 11.5% per annum. Revolving advances not based upon the Eurodollar are based upon an adjusted reference rate, which was 10.25% at the Petition Date. The interest rate on the term loans is 15% per annum. Default rate interest is 4% above the applicable rate for revolving advances, 2% above the applicable rate for term loan advances, and 2% above the letter of credit fee. The DIP Credit Facility provides for certain fees, including the following: a prepayment fee of 1% of the outstanding portion of the revolving and term loans; a loan servicing fee of $3,000 per month; an unused line fee of 0.5% per annum; and a letter of credit fee in the amount of 1.5% per annum of the aggregate undrawn amount of all letters of credit during the preceding month. Fees charged in connection with Foothill's commitment to enter into the DIP Credit Facility include a fee of $500,000 and payment of default interest for the months of February and March, 2000, in the amount of $68,000. The DIP Credit Facility terminates on May 31, 2001, or earlier upon the occurrence of certain conditions, such as the sale of all or substantially all of the Debtors' assets, the confirmation of a plan, the appointment of a trustee, the conversion of the Chapter 11 Cases to Chapter 7, or a qualifying event of default. Pursuant to Sections 364(c) and (d) of the Bankruptcy Code, the DIP financing with Foothill has priority over any and all administrative expenses, except for certain carve-out expenses and certain permitted liens and is secured by a first priority security interest in, and lien upon, all existing and hereafter acquired property of the Debtors and the Debtors' Estates, except for certain assets such as bankruptcy avoidance actions, as more fully described in the DIP Credit Facility. 15

As of January 31, 2001, the Debtors had borrowed a total of approximately $12.9 million under the DIP Credit Facility. B. EMPLOYEE AND OPTOMETRIC ISSUES Because a delay in paying prepetition claims, or the dishonor of any payments, to and on behalf of employees and optometrists at the Debtors' vision centers would have damaged the Debtors' relationships with its employees and optometrists at a time when their support was particularly critical, the Debtors filed a motion on the Petition Date to permit the payment of such prepetition claims. Recognizing the importance of the Debtors' relationship with its employees and optometrists, the Bankruptcy Court entered an order granting this motion. The Debtors also instituted, and the Bankruptcy Court approved, an employee severance program. Shortly after the Petition Date, the Debtors also sought Bankruptcy Court approval of a retention program (the "Retention Program") for designated key employees, including certain managers, directors, and executives who were actively employed by the Debtors at the time of the Chapter 11 filings. The retention program covers more than 900 individuals and has six levels of participants, specifically retail managers, support managers, district managers, directors of operations, vice presidents, and senior management (the "Retention Participants"). The Bankruptcy Court subsequently approved the Debtors' Retention Program. The Bankruptcy Court has also approved a modified employee retention program for senior management (the "Modified Retention Program"). The Modified Retention Program has two award components, the first of which is tied to the Debtors' performance measured by earnings before interest, taxes, depreciation, and amortization ("EBITDA"), and the second of which is tied to the Debtors' emergence from Chapter 11 upon confirmation of a plan. The Debtors believe that the Retention Program and the Modified Retention Program have been and are necessary to maximize the effectiveness of the Retention Participants in maintaining the business of the Debtors and achieving a successful reorganization. C. CUSTOMER ISSUES The success and ultimate viability of the Debtors' business operations are dependent upon customer loyalty. In an effort to maintain customer goodwill, the Debtors filed a motion on the Petition Date seeking authority to honor their prepetition obligations with respect to various customer service programs, including honoring gift certificates, coupons, and special order deposits and providing refunds. The Bankruptcy Court entered an order approving this relief. D. OFFICIAL COMMITTEE OF UNSECURED CREDITORS On April 18, 2000, the United States Trustee constituted the Official Committee of Unsecured Creditors of the Debtors (the "Committee") and appointed Sola Optical USA, Inc.; Phoenix Investment Partners; Financial Management Advisors, Inc.; Vision-Ease Lens, Inc.; Vistakon Johnson & Johnson Vision Care, Inc.; IDS/American Express; Scudder Kemper Investments, Inc.; U.S. Bancorp Libra; and Stewart-Phillips, Inc. to serve as members of the Committee. Wachtell, Lipton, Rosen & Katz and Alston & Bird are serving as co-counsel for 16

the Committee, and Houlihan Lokey Howard & Zukin Capital is serving as financial advisor for the Committee. E. LEASE ISSUES At the time of the Chapter 11 filings, the Debtors were the lessee under approximately 400 individual leases of nonresidential real property and also had more than 500 other store locations subject to various master leases and license agreements. The Debtors operate their vision centers at these leased locations. Because certain of their stores were underperforming, the Debtors determined that it was appropriate to close these stores. The Debtors filed two motions and obtained orders from the Bankruptcy Court approving the Debtors' rejection of approximately 90 leases of nonresidential real property at certain of the Debtors' underperforming stores. These lease rejections enabled the Debtors to improve their operating results. The Debtors also filed various motions and obtained entry of orders extending the Debtors' time period to assume or reject leases of nonresidential real property pursuant to Section 365 of the Bankruptcy Code. The latest extension from the Bankruptcy Court has given the Debtors through and including May 31, 2001, to assume or reject leases. The Debtors assumed and assigned seven leases to another optical group and sold various items of personal property at the leased locations to that optical group. Because of the successful assumption and assignment of the leases at these stores that the Debtors had determined to close, the landlords do not have claims against the Debtors for lease rejection damages. In addition, the sale of personal property at these locations brought in more than $100,000 to the Debtors' estates. In the ordinary course of operating their vision center business, the Debtors regularly encounter issues in dealing with their leases. One of the Debtors' most important responsibilities is protecting and preserving their valuable lease locations. To assist in the operation of their business and dealing with lease-related issues, the Debtors filed motions and obtained orders from the Bankruptcy Court authorizing them to enter into lease renewal option extensions and lease termination agreements and also authorizing the Debtors to enter into, on a recurring basis, lease amendments and new leases, pursuant to the relocation of a store that was open and operating as of the Petition Date. In September 2000, the Debtors terminated their leases for all vision centers located in Sam's Clubs locations. In October 2000, the Debtors terminated their leases for all vision centers located in Meijer, Inc.'s stores. In March 2001, the Bankruptcy Court authorized the Debtors to reject pursuant to Section 365 of the Bankruptcy Code 20 leases for vision centers in free-standing locations. The Debtors have recently filed a motion to reject leases for an additional 9 vision centers in free-standing locations. 17

F. UTILITY COMPANIES In operating their vision center business, the Debtors obtain electricity, water, gas, telephone, and other similar services from more than 300 utility companies or similar providers with more than 1,500 accounts for all of the Debtors' operational facilities. In April 2000, the Debtors filed a motion requesting that the Bankruptcy Court approve the Debtors' offer to their utility companies of adequate assurance of future payment. The Debtors' adequate assurance offer was to provide utility companies with an administrative expense claim for any unpaid, past due, postpetition bills. The Debtors' offer of adequate assurance also included certain procedures to be followed in the event that postpetition utility bills are not timely paid. The Bankruptcy Court subsequently entered an order approving the Debtors' offer of adequate assurance of payment for postpetition utility services. G. PROOF OF CLAIM BAR DATE The Bankruptcy Court has entered an order that established December 15, 2000, as the bar date for filing proofs of claim in these Chapter 11 Cases. Any Creditor whose Claim is accurately listed in the Debtors' Schedules, and whose Claim is not listed as disputed, contingent, or unliquidated was not required to file a proof of claim in order to be treated as a Creditor in the Chapter 11 Cases with respect to such Claim for purposes of voting and distribution under the Plan. All other Creditors were required to file a proof of claim on or prior to the December 15, 2000 bar date in order to be treated as a Creditor in the Debtors' Chapter 11 Cases for purposes of voting and distribution under the Plan. Approximately 1,250 proofs of claim were filed on or prior to the December 15, 2000 Bar Date. H. PLAN EXCLUSIVITY PERIODS The Bankruptcy Code allows a debtor the exclusive right to file a plan of reorganization for one hundred twenty (120) days after the filing of a Chapter 11 petition and the exclusive right to solicit and obtain acceptances for the plan filed within that period for one hundred eighty (180) days following the filing of a Chapter 11 petition. Each of these exclusivity periods may be extended for cause prior to their expiration. The Bankruptcy Court has extended until March 16, 2001, the Debtors' exclusive period to file a plan of reorganization and has extended until May 15, 2001, the Debtors' exclusive period to obtain acceptances of any such plan. I. ASSET PURCHASE AND STOCK PURCHASE AGREEMENTS On February 22, 2001, Debtors Vista, Midwest, FNL, and New West, as sellers (the "Seller Debtors"), entered into an asset purchase agreement (the "Asset Purchase Agreement") with Vista Acquisition, LLC, as buyer ("VA"), pursuant to which VA will purchase for the sum of $7,500,000, subject to certain adjustments, the Seller Debtors' assets associated with approximately 200 retail optical vision centers and an optical laboratory and related distribution center in Fullerton, California. The assets to be sold are described in detail in the Asset Purchase Agreement and are defined therein as the "Acquired Assets." The sale to VA was subject to higher and better offers by any other interested parties. In accordance with the Asset Purchase 18

Agreement, VA will deliver a promissory note in the principal amount of $1,500,000 (subject to certain adjustments as provided for in the Asset Purchase Agreement) to the Seller Debtors, and the balance of the purchase price will be in cash. VA deposited the sum of $1,500,000 in escrow at the time of the execution of the Asset Purchase Agreement, which amount will be applied to the purchase price in the manner described in the Asset Purchase Agreement. The Asset Purchase Agreement is subject to higher and better offers from other parties. The Asset Purchase Agreement also provides for the Seller Debtors to assume and assign to VA certain leases (the "Assigned Leases") and other contracts (the "Assigned Contracts") related to the free-standing vision centers. The vision centers to be sold constitute most of the Seller Debtors' operations in free-standing locations, such as malls and strip centers; however, the Seller Debtors are not selling their vision centers in host stores such as Wal-Mart and Fred Meyer and at military installations. Debtor FNL owns all of the common stock of ProCare Eye Exam, Inc. ("ProCare"), a California corporation which is licensed as a specialized health care service plan under the California Knox-Keene Health Care Service Plan Act of 1975. ProCare is not a debtor in these Chapter 11 Cases. As contemplated by the Asset Purchase Agreement, FNL and VA have also entered into a stock purchase agreement (the "Stock Purchase Agreement") pursuant to which FNL will sell all of the common stock of ProCare (the "ProCare Shares") to VA for $1,000,000. In accordance with the Stock Purchase Agreement, VA will deliver a promissory note in the principal amount of $1,000,000 (subject to certain adjustments as provided for in the Stock Purchase Agreement) to FNL, in full satisfaction of the purchase price. Both the Asset Purchase Agreement and the Stock Purchase Agreement are subject to Bankruptcy Court approval. The Stock Purchase Agreement is also subject to approval by the California Department of Managed Health Care. On February 28, 2001, the Seller Debtors filed a motion with the Bankruptcy Court seeking approval of the Asset Purchase Agreement and the Stock Purchase Agreement and authority to sell the Acquired Assets and the ProCare Shares to VA, free and clear of all liens, claims, interests, and encumbrances, with all liens, claims, interests, and encumbrances attaching to the net proceeds with the same validity and in the same order of priority as in the underlying assets (the "Sale Motion"). The Seller Debtors also requested in such motion that the Bankruptcy Court approve the assumption and assignment to VA of the Assigned Leases and the Assigned Contracts. The Asset Purchase Agreement also contemplates certain other transactions among the Seller Debtors and VA, including a supply agreement, an IT services agreement, and a facility sublease, copies of which are attached to the Sale Motion. Because the sale of the Acquired Assets and the ProCare Shares was subject to higher and better offers from other parties, the Debtors also filed a separate motion seeking to implement bidding and other procedures for the sale thereof and to obtain approval of certain protections for VA (the "Sale Procedures Motion"). The Bankruptcy Court entered an order approving sale and bidding procedures in connection with the Seller Debtors' disposition of the 19

Acquired Assets and the ProCare Shares, however, no competing bids were submitted for the Acquired Assets and the ProCare Shares. The Sale Motion was heard by the Bankruptcy Court on April 3, 2001. On April 11, 2001, the Bankruptcy Court entered an order granting the Sale Motion and authorizing the sale of the Acquired Assets and the ProCare Shares to VA, approving the assumption and assignment of the Assigned Leases and Assigned Contracts to VA, establishing various cure amounts for the Assigned Leases and Assigned Contracts, and approving a supply agreement, an IT services agreement, and a facility sublease. The Seller Debtors and VA are scheduled to pre-close with respect to the transactions contemplated by the Asset Purchase Agreement on April 20, 2001, with the closing to be effective April 21, 2001. Debtor FNL expects to complete the sale of the ProCare Shares in accordance with the Stock Purchase Agreement shortly after obtaining approval from the California Department of Managed Health Care. Before confirmation of the Plans, the Debtors intend to dispose of their remaining free-standing vision centers in malls and strip centers. The Debtors will either assume and assign their interests in the various leases at the free-standing locations to VA or reject these leases pursuant to Section 365 of the Bankruptcy Code. After confirmation of the Plans, the Reorganized Debtors will operate vision centers in Wal-Mart and Fred Meyer host stores and also at military installations. V. SUMMARY OF THE PLANS OF REORGANIZATION THE FOLLOWING IS A SUMMARY OF THE PLANS. THE PARENT PLAN AND THE SUBSIDIARIES' PLAN ARE ATTACHED AS EXHIBIT A AND EXHIBIT B, RESPECTIVELY, TO THIS DISCLOSURE STATEMENT. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PLANS. FOR VOTING PURPOSES, CREDITORS ARE URGED TO READ CAREFULLY THE FULL TEXT OF THE PLANS, INCLUDING THEIR DEFINED TERMS. CREDITORS ARE FURTHER URGED TO CONSULT COUNSEL IN ORDER TO UNDERSTAND FULLY THE PLANS. THE PLANS ARE COMPLEX AND, IF CONFIRMED BY THE BANKRUPTCY COURT, REPRESENT LEGALLY BINDING DOCUMENTS. IF THIS DISCLOSURE STATEMENT CONFLICTS WITH THE PLANS, THE TERMS OF THE PLANS CONTROL. In general, a Chapter 11 plan of reorganization (a) divides claims against and interests in a debtor into separate classes, (b) specifies the property that each class is to receive under the plan, and (c) contains other provisions necessary to the reorganization of the debtor. Only administrative expenses, claims, and equity interests that are "allowed" may receive distributions under a Chapter 11 plan. An "allowed" administrative expense, claim, or equity interest basically means that the debtor agrees, or in the event of a dispute, that the court determines, that the administrative expense, claim, or equity interest, including the amount, actually constitutes a valid obligation of the debtor. Section 502(a) of the Bankruptcy Code provides that a timely filed claim or equity interest is automatically "allowed" unless the debtor or another party in interests objects; however, Section 502(b) of the Bankruptcy Code specifies certain claims that may not be "allowed" in a bankruptcy case even if a proof of claim is filed. These include, 20

without limitation, claims that are unenforceable under the governing agreement or applicable non-bankruptcy law, claims for unmatured interest, property tax claims in excess of the debtor's equity in the property, claims for certain services that exceed their reasonable value, lease and employment contract rejection damage claims in excess of specified amounts, and late-filed claims. In addition, Bankruptcy Rule 3003(c)(2) prohibits the allowance of any claim or equity interest that either is not listed on the debtor's schedules or is listed as disputed, contingent, or unliquidated if the holder has not filed a proof of claim or equity interest before the deadline to file proofs of claim and equity interests. The Bankruptcy Code also requires that, for purposes of treatment and voting, a Chapter 11 plan divide the different claims against, and equity interests in, the debtor into separate classes based upon their legal nature. Claims of a substantially similar legal nature are usually classified together, as are equity interests of a substantially similar legal nature. Because an entity may hold multiple claims and/or equity interests which give rise to different legal rights, the holders of such claims and/or equity interests may find themselves members of multiple classes of claims and/or equity interests. A claim is in a particular class under a plan only to the extent the claim qualifies within the description of that class and is in a different class to the extent that the remainder of the claim qualifies within the description of some other class. Under a Chapter 11 plan, the separate classes of claims and equity interests must be designated either as "impaired" (in general, altered by the plan in any way) or "unimpaired" (in general, unaltered by the plan). If a class of claims is "impaired," the Bankruptcy Code affords certain rights to the holders of such claims, such as the right to vote on the plan (unless the plan provides for no distribution to the holder, in which case, the holder is deemed to reject the plan), and the right to receive an amount under the Chapter 11 plan that is not less than the value that the holder would receive if the debtor were liquidated under Chapter 7. Under Section 1124 of the Bankruptcy Code, a class of claims or interests is "impaired" unless, with respect to each claim or interest of such class, the plan (i) does not alter the legal, equitable, and contractual rights of the holders of such claims or interests or (ii) irrespective of the holder's right to receive accelerated payment of such claims or interests after the occurrence of a default, cures all defaults (other than those arising from, among other things, the debtor's insolvency or the commencement of a bankruptcy case), reinstates the maturity of the claims or interests in the class, compensates the holders of such claims or interests for any damages incurred as a result of their reasonable reliance upon any acceleration rights and does not otherwise alter their legal, equitable or contractual rights. Typically, this means that the holder of an unimpaired claim will receive on the later of the effective date of the plan of reorganization or the date on which amounts owing are due and payable, payment in full, in cash, with postpetition interest to the extent permitted and provided under the governing agreement between the parties (or if there is no agreement, under applicable non-bankruptcy law), and the remainder of the debtor's obligations, if any, will be performed as they come due in accordance with their terms. Consequently, other than its right to accelerate the debtor's obligations, the holder of an unimpaired claim will be placed in the position it would have been in had the debtor's case not been commenced. 21

A. CLASSIFICATION AND TREATMENT OF ADMINISTRATIVE CLAIMS, CLAIMS, AND EQUITY INTERESTS UNDER THE PLANS Consistent with the requirements discussed above, both Plans divide the Claims against and Equity Interests in the Debtors into the following Classes: Class 1 of each Plan consists of all Other Priority Claims. Class 2 of each Plan consists of all DIP Financing Claims. Class 3 of each Plan consists of all Other Secured Claims. Class 4 of each Plan consists of all Convenience Claims. Convenience Claims are classified only in Class 4 of the Plans and shall not receive treatment under any other Classes. Class 5 of each Plan consists of all General Unsecured Claims, excluding any Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims. Class 6 of each Plan consists of all Late Claims and Subordinated Claims. Such Claims are classified only in Class 6 of the Plans and shall not receive treatment under any other Classes. Class 7 of each Plan consists of all Intercompany Claims. Such Claims are classified only in Class 7 of the Plans and shall not receive treatment under any other Classes. Class 8 of each Plan consists of all Equity Interests. In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified for purposes of voting or receiving distributions under the Plans. The treatment under the Debtors' Plans of unclassified Administrative Claims and Priority Tax Claims and the eight (8) Classes of Claims against and Equity Interests in the Debtors are summarized as follows: B. ADMINISTRATIVE CLAIMS An Administrative Claim is a Claim constituting a cost or expense of administration of the Chapter 11 Cases Allowed under Sections 503(b), 507(a)(1), or 365(d)(3) of the Bankruptcy Code. Such Claims include any actual and necessary costs and expenses of preserving the Debtors' Estates, any actual and necessary costs and expenses of operating the business of the Debtors in Possession, any indebtedness or obligations incurred or assumed by the Debtors in Possession in connection with the conduct of their business including, without limitation, the acquisition or lease of property or an interest in property or the rendition of services, all compensation and reimbursement of expenses to the extent Allowed by the Bankruptcy Court under Sections 330, 331, or 503 of the Bankruptcy Code, and any fees or charges assessed against the Debtors' Estates under Section 1930 of Chapter 123 of Title 28 of the United States Code. 22

In accordance with both Plans, except to the extent that any entity entitled to payment of any Allowed Administrative Claim agrees to a different treatment, each holder of an Allowed Administrative Claim shall receive (a) Cash in an amount equal to such Allowed Administrative Claim on the later of the Effective Date and the date such Administrative Claim becomes an Allowed Administrative Claim, or as soon after allowance as is practicable, or (b) such other treatment as the Debtors or the Reorganized Debtors and such holder shall have agreed upon in writing. Before payment by the Debtors of an Administrative Claim, a Person asserting an Administrative Claim must comply with the requisites of Section 503 of the Bankruptcy Code; provided however, no request for payment shall be required with respect to Administrative Claims that have been incurred prior to the Confirmation Date, the obligation of which is liquidated and non-contingent and was incurred by any of the Debtors in the ordinary course of their business and the administration of their respective Estates prior to the Confirmation Date. With respect to all other Administrative Claims, a request for payment must be filed by the claimant with the Bankruptcy Court on or prior to the Administrative Claim Bar Date to be established by the Bankruptcy Court or such claim shall be disallowed and forever barred, with the exception of fees and other charges and expenses of professionals of the Debtors and the Committee employed under Sections 327, 328, and 1103 of the Bankruptcy Code and members of the Committee for their expenses incurred in service on the Committee, which are dealt with in the next section. C. PROFESSIONAL AND COMMITTEE MEMBER COMPENSATION AND REIMBURSEMENT CLAIMS Section 503(b) of the Bankruptcy Code provides for payment by a debtor, after approval by the court, of compensation and reimbursement of expenses to professionals employed by a debtor and a committee appointed pursuant to Section 1102 of the Bankruptcy Code. Section 503(b) also authorizes reimbursement of various other expenses, including expenses incurred by members of a committee in fulfilling their duties and responsibilities as members of the committee. Under both Plans, all professionals employed by the Debtors and the Committee and all members of the Committee seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred through and including the Effective Date (a) shall file with the Bankruptcy Court their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred through the Effective Date by the date that is 60 days after the Effective Date or such other date as may be fixed by the Bankruptcy Court and (b) if granted, such an award by the Bankruptcy Court shall be paid in full in such amounts as are awarded by the Bankruptcy Court (i) on the date such Administrative Claim becomes an Allowed Administrative Claim, or as soon after allowance as is practicable or (ii) upon such other terms as may be mutually agreed upon between such holder of an Administrative Claim and the Debtors in Possession or, on and after the Effective Date, the Reorganized Debtors. The Plans state that all professional fees and expenses incurred by the Debtors or the Reorganized Debtors after the Effective Date shall be paid in the ordinary course of business of the Debtors or the Reorganized Debtors, without the need for filing a fee application. In accordance with the Plans, the Bankruptcy Court shall retain jurisdiction to resolve any dispute with respect to the payment of any such fees or expenses upon application by the affected professional. 23

D. PRIORITY TAX CLAIMS A Priority Tax Claim consists of any Claim of a governmental unit of the kind specified in Sections 507(a)(8) and 502(i) of the Bankruptcy Code. These Unsecured Claims are given a statutory priority in right of payment. Under both Plans, except to the extent that a holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, each holder of an Allowed Priority Tax Claim shall receive, at the sole option of the Reorganized Debtors, in full and final satisfaction of such Claim: (a) Cash in an amount equal to such Allowed Priority Tax Claim on the later of the Effective Date and the date such Priority Tax Claim becomes an Allowed Priority Tax Claim, or as soon after allowance as is practicable, or (b) over a period through the sixth anniversary of the date of assessment of such Allowed Priority Tax Claim, equal annual Cash payments in an aggregate amount equal to such Allowed Priority Tax Claim, together with interest (i) with respect to federal taxes, at a fixed annual rate equal to the federal statutory rate as provided in 26 U.S.C. ss. 6621; and (ii) with respect to state and city taxes, at the rate applicable under state or local law. A holder of a Claim who has asserted such Claim against more than one Debtor (under either Plan) arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under both Plans. The Debtors estimate that these Allowed Priority Tax Claims under both Plans should not exceed $100,000 in the aggregate. E. CLASS 1-OTHER PRIORITY CLAIMS Other Priority Claims are those Claims entitled to priority pursuant to Section 507(a) of the Bankruptcy Code, other than Administrative Claims and Priority Tax Claims. Such Claims include (i) Unsecured Claims for accrued employee compensation earned within ninety (90) days prior to the commencement of the Chapter 11 Cases to the extent of $4,300 per employee, as described in Section 507(a)(3) of the Bankruptcy Code, and (ii) contributions to employee benefit plans arising from services rendered within one hundred eighty (180) days prior to the commencement of the Chapter 11 Cases, but only for each such plan to the extent of the number of employees covered by such plan multiplied by $4,300, less the aggregate amount paid to such employees from the Estates for priority wages, salaries, or commissions, as described in Section 507(a)(4) of the Bankruptcy Code. In accordance with the Plans, except to the extent that a holder of an Allowed Other Priority Claim shall have agreed in writing to a less favorable treatment, each holder of an Allowed Other Priority Claim shall receive payment in an amount equal to such Allowed Claim 24

in full in Cash on the later of (i) the Effective Date and (ii) the date when such Other Priority Claim becomes an Allowed Claim, or as soon after allowance as is practicable, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor (under either Plan) arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under both Plans. As previously discussed in this Disclosure Statement, the Bankruptcy Court authorized the Debtors to pay most prepetition Claims of employees. Because of this, the Debtors believe that the amount of Allowed Class 1 Claims to be paid pursuant to the Plans will be de minimis. The legal, equitable, and contractual rights of the holders of Other Priority Claims are not altered by the Plans. As a result, Class 1 is unimpaired under both Plans, and holders of Allowed Claims in Class 1 are presumed to accept the Plans and are not entitled to vote to accept or reject the Plans. F. CLASS 2-DIP FINANCING CLAIMS The DIP Financing Claims consist of the Claims of Foothill arising under the DIP Credit Facility and all agreements and instruments relating thereto. Such Claims are secured by a first priority security interest in substantially all of the Debtors' assets. Both Plans provide that, except to the extent that a holder of an Allowed Claim in this Class shall have agreed in writing to a less favorable treatment, on the Effective Date of the Subsidiaries' Plan, each holder of a DIP Financing Claim shall receive payment in full in Cash, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor (under either Plan) arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under both Plans. The legal, equitable, and contractual rights of the holders of DIP Financing Claims are not altered by the Plans. As a result, Class 2 is unimpaired under the Plans, and each holder of a DIP Financing Claim is presumed to accept the Plans and is not entitled to vote to accept or reject the Plans. The current amount due under the DIP Credit Facility is approximately $12.9 million. G. CLASS 3-OTHER SECURED CLAIMS Other Secured Claims include Claims (other than the DIP Financing Claims), to the extent reflected in the Schedules or a proof of claim filed as a Secured Claim which is secured by a Lien on Collateral to the extent of the value of such Collateral, as determined in accordance 25

with Section 506(a) of the Bankruptcy Code, or, in the event that such Claim is subject to setoff under Section 553 of the Bankruptcy Code, to the extent of such setoff. Except to the extent that a holder of an Allowed Other Secured Claim shall have agreed in writing to a less favorable treatment, at the sole option of the Debtors, (i) each Allowed Other Secured Claim shall be reinstated and rendered unimpaired in accordance with Section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable nonbankruptcy law that entitles the holder of an Allowed Other Secured Claim to demand or receive payment of such Allowed Other Secured Claim prior to the stated maturity of such Allowed Other Secured Claim from and after the occurrence of a default, (ii) each holder of an Allowed Other Secured Claim shall receive Cash in an amount equal to such Allowed Other Secured Claim, including any interest on such Allowed Other Secured Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, on the later of the Effective Date and the date such Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon after allowance as is practicable, or (iii) each holder of an Allowed Other Secured Claim shall receive the Collateral securing its Allowed Other Secured Claim and any interest on such Allowed Other Secured Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, in full and complete satisfaction of such Allowed Other Secured Claim on the later of the Effective Date and the date such Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon after allowance as is practicable, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor (under either Plan) arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under both Plans. The legal, equitable, and contractual rights of the holders of Other Secured Claims are not altered by the Plans. As a result, Class 3 is unimpaired under the Plans, and the holders of Allowed Claims in Class 3 are presumed to accept the Plans and are not entitled to vote to accept or reject the Plans. The Debtors believe that Allowed Class 3 Claims will be de minimis. H. CLASS 4-CONVENIENCE CLAIMS A Class 4 Convenience Claim includes any General Unsecured Claim that is Allowed in the amount of $1,500 or less, or is Allowed in an amount greater than $1,500, but which Claim is reduced to $1,500 by the election of the holder of the Claim on its Ballot. Under both Plans, except to the extent that a holder of an Allowed Claim in this Class shall have agreed in writing to a less favorable treatment, each holder of an Allowed Convenience Claim shall receive Cash in an amount equal to 75% of the Allowed Convenience Claim on the later of (i) the Effective Date, and (ii) 30 days after the date such Convenience Claim becomes an Allowed Convenience Claim, or as soon after allowance as is practicable, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor (under either Plan) arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or 26

operation of law) shall be treated as having a single Claim for purposes of distribution under both Plans. By checking the appropriate box on a timely cast Ballot, the holder of an Allowed General Unsecured Claim in an amount greater than $1,500 may elect to reduce the amount of its Allowed General Unsecured Claim to $1,500 and to receive a distribution upon such Allowed Class 4 Convenience Claim in the amount of $1,125 (i.e., 75% of $1,500). Such an election shall constitute a waiver of the right to collect, and a release of, the amount of the Allowed General Unsecured Claim in excess of $1,500, and the holder of such Allowed Class 4 Convenience Claim shall be deemed to have released the Reorganized Debtors, the Debtors, and their Estates, and their property from any and all liability for the amount in excess of $1,500. The holder of an Allowed General Unsecured Claim which timely elects to reduce the amount of its Allowed Claim to $1,500 shall be deemed to be the holder of an Allowed Class 4 Convenience Claim for classification, voting, and all other purposes under the Plans. The legal, equitable, and contractual rights of the holders of Class 4 Convenience Claims are altered by the Plans. As a result, Class 4 is Impaired under the Plans, and holders of Allowed Convenience Claims in Class 4 are entitled to vote to accept or reject the Plans. The Debtors estimate that, before any elections are made on the Ballots which will be sent to Creditors, Allowed Claims in Class 4 under both Plans will aggregate approximately $400,000, consisting of approximately 1,300 holders of Convenience Claims. Because the distribution to Class 4 Claims is 75% of the Allowed Claim amount, the estimated payment to this Class is $300,000. Class 4 Convenience Claims will increase to the extent that Persons with Claims greater than $1,500 make an election on the Ballot to reduce their Claims to $1,500 and thereby have their Claims treated as Convenience Claims. I. CLASS 5-GENERAL UNSECURED CLAIMS Class 5 under both Plans includes all General Unsecured Claims against any of the Debtors (other than Convenience Claims, which are dealt with in Class 4, as described above, Late Claims and Subordinated Claims, which are dealt with in Class 6, as described below, and Intercompany Claims, which are dealt with in Class 7, as described below), including, without limitation, Claims of trade Creditors of the Debtors, the Senior Note Claims, Claims of employees of the Debtors that are not Other Priority Claims, Claims arising as a result of the rejection by any of the Debtors of executory contracts or unexpired leases pursuant to Section 365 of the Bankruptcy Code, and Claims (that do not constitute Administrative Claims) arising as a result of litigation against any of the Debtors. Each holder of an Allowed General Unsecured Claim (excluding Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims) in Class 5 under the Parent Plan and the Subsidiaries' Plan shall receive its Pro Rata share of (i) Available Notes and (ii) Available Shares, in full and final satisfaction of such Claim. Each holder of a Class 5 Allowed General Unsecured Claim will receive its distribution on the later of (i) the Effective Date, or (ii) 30 days after the date on which such Claim becomes an Allowed General Unsecured Claim, or as soon after allowance as is practicable. If, after the Effective Date, any further Available Shares or Available Notes are 27

available from the release of New Common Stock or New Senior Notes from the Disputed Claims Reserve, then each holder of an Allowed General Unsecured Claim will receive on a Subsequent Distribution Date, if any, and the Final Distribution Date, Available Shares and Available Notes on account of its Allowed General Unsecured Claim in accordance with Sections 5.5, 7.4, and 7.5 of the Plans. A holder of a Claim who has asserted such Claim against more than one Debtor (under either Plan) arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under both Plans. The legal, equitable, and contractual rights of the holders of Class 5 General Unsecured Claims are altered by the Plans. As a result, Class 5 is Impaired under the Plans, and each holder of an Allowed General Unsecured Claim in Class 5 is entitled to vote to accept or reject the Plans. The Debtors estimate that Allowed Class 5 Claims under both Plans will aggregate approximately $175 million. J. CLASS 6-LATE CLAIMS AND SUBORDINATED CLAIMS Under both plans, each holder of a Class 6 Late Claim or Subordinated Claim shall receive no distribution on account of its Class 6 Claim. The legal, equitable, and contractual rights of the holders of Class 6 Claims are altered by the Plans. As a result, Class 6 is Impaired under the Plans. Because the holders of Class 6 Claims are receiving no distributions under the Plans proposed by the Debtors, they are conclusively presumed to have rejected the Plans in accordance with Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plans. The amount of Class 6 Claims is unknown at this time. K. CLASS 7-INTERCOMPANY CLAIMS Under both Plans, each holder of a Class 7 Intercompany Claim shall receive no distribution on account of its Class 7 Claim. The legal, equitable, and contractual rights of the holders of Class 7 Claims are altered by the Plans. As a result, Class 7 is Impaired under the Plans. Because the holders of Class 7 Claims are receiving no distributions under the Plans proposed by the Debtors, they are conclusively presumed to have rejected the Plans in accordance with Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plans. 28

L. CLASS 8-EQUITY INTERESTS The holders of Class 8 Equity Interests shall receive no distributions whatsoever on account of such Equity Interests. All Equity Interests in each of the Debtors shall be canceled on the Effective Date. The legal, equitable, and contractual rights of the holders of Class 8 Claims are altered by the Plans. As a result, Class 8 is Impaired under the Plans. Because the holders of Equity Interests are receiving no distributions under the Plans proposed by the Debtors, they are conclusively presumed to have rejected the Plans in accordance with Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plans. M. UNIMPAIRED CLASSES Classes 1, 2, and 3 are unimpaired under the Plans. Unimpaired Classes of Claims or Equity Interests are deemed to have accepted the Plans under the provisions of Section 1126(f) of the Bankruptcy Code and shall not be entitled to vote to accept or reject the Plans. Accordingly, the Debtors will not solicit acceptances of the Plans from unimpaired Classes. N. IMPAIRED CLASSES Classes 4, 5, 6, 7, and 8 are Impaired under the Plans. Each Impaired Class of Claims or Equity Interests shall be entitled to vote separately to accept or reject the Plans; provided however, that Classes 6, 7, and 8 are deemed to have rejected the Plans and thus are not entitled to vote on the Plans. A Class of Claims shall have accepted the Plans if the Plans are accepted by at least two-thirds (2/3) in amount and more than one-half (1/2) in number of the Claims of such Class that are allowed to vote and have voted on the Plans. Because Classes 6, 7, and 8 are deemed to have rejected the Plans, the Debtors, as proponents of the Plans, have requested in both Plans that the Bankruptcy Court confirm the Plans with respect to such Classes in accordance with Section 1129(b) of the Bankruptcy Code, generally referred to as the cramdown provision. If any other Impaired Class fails to accept the Plans in accordance with Section 1129(a) of the Bankruptcy Code, the Debtors have also requested in the Plans that the Bankruptcy Court confirm the Plans pursuant to Section 1129(b) of the Bankruptcy Code. VI. MEANS OF IMPLEMENTATION OF THE PLANS The following summary sets forth the means of implementation of the Plans. A. SUBSTANTIVE CONSOLIDATION The Parent Plan contemplates and is predicated upon the entry by the Bankruptcy Court of an order providing for the substantive consolidation on the Effective Date of the Consolidated 29

Subsidiaries (International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc.) and their Estates with and into Vista Eyecare, Inc. and its Estate. Pursuant thereto, the assets and liabilities of the Consolidated Subsidiaries shall be deemed merged with and all Claims against any of such entities shall be deemed liabilities of Vista Eyecare, Inc., as Reorganized Debtor under the Parent Plan, and satisfied in accordance with the Parent Plan. Pursuant to the substantive consolidation order expected to be entered by the Bankruptcy Court in connection with confirmation of the Parent Plan, on the Effective Date: (a) all assets and all liabilities of Vista and the Consolidated Debtors will be treated as though such Debtors were merged; (b) any obligation of any such Debtor and all guarantees thereof executed by one or more of such Debtors will be deemed to be one obligation of the consolidated Debtors; (c) any Claims filed or to be filed in connection with any such obligation and such guarantees will be deemed one Claim against the consolidated Debtors; (d) each and every Claim filed in the individual case of any of the Debtors will be deemed filed against the consolidated Debtors in the consolidated case; and (e) for purposes of determining the availability of the right of setoff under Section 553 of the Bankruptcy Code, the Debtors shall be treated as one entity so that, subject to the other provisions of Section 553 of the Bankruptcy Code, debts due to any of the Debtors may be set off against the debts of any of the Debtors. Substantive consolidation means that the assets of all of the Debtors under the Parent Plan (Vista and the Consolidated Debtors) are placed in a single estate, rather than kept separate, and that Creditors of all of such Debtors have a Claim against that single estate, as opposed to retaining their Claims against only the Debtor that is obligated to them. Vista believes that its substantive consolidation with the three Consolidated Debtors is appropriate. B. DIRECTORS AND OFFICERS OF THE REORGANIZED DEBTOR The Plans provide that, as of the Effective Date, the board of directors of the Reorganized Debtors shall initially consist of 5 members to be selected by the Committee, whose names shall be disclosed on or before the date of the Confirmation Hearing. The board of directors of the Reorganized Debtors will select a chairman at the initial meeting. In accordance with both Plans, the officers of Vista Eyecare, Inc. and the Debtors under the Subsidiaries' Plan immediately prior to the Effective Date shall serve as the initial officers of the Reorganized Debtors on and after the Effective Date. Such officers may continue to serve in accordance with such terms as may be negotiated with the Reorganized Debtors and applicable nonbankruptcy law. The employee severance program that was approved by the Bankruptcy Court in its Order Authorizing and Approving Employee Severance Program, entered in the Chapter 11 Cases on April 18, 2000, shall be binding upon the Reorganized Debtors, as the successor to the Debtors, through and including one year after the Effective Date. C. SECURITIES TO BE ISSUED PURSUANT TO THE PLANS Under both Plans, Creditors in Class 5 with Allowed General Unsecured Claims will receive Pro Rata distributions of New Common Stock and New Senior Notes on account of their Allowed Claims. Pursuant to the Parent Plan, on the Effective Date, Vista, as Reorganized 30

Debtor, will be authorized to issue 10,000,000 shares of New Common Stock, without further act or action under applicable law, regulation, rule, or order. On the Effective Date, Vista, as Reorganized Debtor, will actually issue 5,000,000 of the 10,000,000 in authorized shares of New Common Stock. Each share of New Common Stock will entitle its holder to one vote, with no cumulative voting rights. Holders of New Common Stock will have the right to participate proportionately in any dividends distributed by Vista, as Reorganized Debtor. Each holder of at least five percent (5%) of New Common Stock will not offer, sell, contract to sell, or otherwise dispose of any shares of New Common Stock for a period of three years from the Effective Date without the prior written consent of Vista. The Debtors expect to have the New Common Stock listed on the OTC bulletin board. The New Senior Notes in the principal amount of $120,000,000 will be issued by Vista, as Reorganized Debtor, pursuant to the New Notes Indenture, which will be qualified under the Trust Indenture Act of 1939, as amended. An indenture trustee will be selected prior to the Confirmation Hearing. A summary of the principal terms and conditions of the New Senior Notes, which is subject to amendment pursuant to agreement among the Debtors and the Committee, is attached to the Plans as Exhibit "A." The interest rate for the New Senior Notes is 12% per annum, with interest payments to be made semiannually in arrears on March 31 and September 30 of each year. The New Senior Notes will be secured obligations and will be issued in $1,000 denominations with a maturity date on the eighth anniversary of the Effective Date of the Parent Plan. Under the Plans, the Debtors will use reasonable efforts to obtain a rating for the New Senior Notes of at least CCC from a nationally recognized rating agency. On the Effective Date under both Plans, the Senior Notes and Equity Interests in any of the Debtors shall be deemed canceled, terminated, and of no further force and effect without any further action on the part of the Bankruptcy Court, the Debtors, or any other Person. The holders of instruments, securities, and other documentation evidencing such canceled Senior Notes and Equity Interests, including the Senior Note Indenture (except as provided in Section 7.1 of the Plans), shall have no rights arising from or relating to such instruments, securities, and other documentation or the cancellation thereof, except the rights provided pursuant to the Plans. All obligations of the Debtors under the Senior Note Indenture will terminate as of the Effective Date except as to any obligation to pay expenses of the Indenture Trustee as contemplated by Sections 7.1 and 7.8 of the Plans. The protection afforded by Section 1125(e) of the Bankruptcy Code with respect to the solicitation of acceptances or rejections of the Plans and with regard to the offer, issuance, sale, or purchase of the New Common Stock and the New Senior Notes, shall apply to the full extent provided by law, and the entry of the Confirmation Order shall constitute the Bankruptcy Court's determination that the Debtors, the Reorganized Debtors, and the Committee, and each of their respective officers, directors, partners, employees, members, agents, attorneys, accountants, or other professionals, shall have acted in good faith and in compliance with the applicable provisions of the Bankruptcy Code pursuant to Section 1125(e) thereof. 31

Pursuant to, in accordance with, and solely to the extent provided under Section 1145 of the Bankruptcy Code, the issuance of New Senior Notes and New Common Stock to the Debtors' Creditors under the Plans is exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, and any state or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in such New Senior Notes and New Common Stock and is deemed to be a public offering of New Senior Notes and New Common Stock. The Plans contemplate the issuance of certain securities to holders of Claims and Interests. Section 1145 of the Bankruptcy Code provides a limited transactional exemption from the registration requirements of Section 5 of the Securities Act of 1933, 15 U.S.C. ss. 77e, as amended ("Securities Act"), and state securities laws with respect to the issuance of securities by a debtor under a plan of bankruptcy reorganization to holders of claims or interests in exchange for those claims or interests. The Debtors rely upon the limited transactional exemption from registration under federal and state laws provided by Section 1145(a)(1) of the Bankruptcy Code in issuing securities in exchange for claims under the Plan. Generally, Section 1145(a)(1) exempts the issuance of securities from the registration for offer or sale of a security under federal, state and local laws where: 1) the securities are issued by (a) the debtor, (b) an affiliate of the debtor participating in a joint plan of reorganization with the debtor, or (c) a successor of the debtor under a plan of reorganization; 2) the recipients of the securities hold a claim against or an interest in the debtor; and, 3) the consideration for receipt of the securities is principally in exchange for claims and interests, and only partly for cash or property. The Debtors believe that, based upon the statutory criteria, the issuance of securities under the Plans will satisfy these requirements and is therefore exempt from federal, state and local securities registration. The securities issued pursuant to the Plans may be resold by the holders of such securities without restriction, unless a holder is deemed to be an "underwriter" with respect to the securities, as more fully described in Section 1145(b)(1) of the Bankruptcy Code. Generally, Section 1145(b)(1) of the Bankruptcy Code defines "underwriter" as any person who: 32

(1) purchases a claim against or interest in the debtor with a view to distribution of any security to be received in exchange for such claim or interest; (2) offers to sell securities issued under a bankruptcy plan on behalf of the recipients of those securities; (3) offers to buy securities issued under a bankruptcy plan from persons receiving those securities, if the offer to buy is (a) with a view to distribution of the securities, and (b) under an agreement made in connection with the plan, with the consummation of the plan, or with the offer or sale of securities under the plan; or (4) an issuer, as used in Section 2(11) of the Securities Act, 15 U.S.C.ss. 77b(11), as amended, with respect to the securities. An "issuer" is defined in Section 2(a) of the Securities Act, 15 U.S.C. ss. 77b(4), as amended, and includes as "underwriters" any person who, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with, an issuer of securities. "Control" is defined in Rule 405 of Regulation C, promulgated under the Securities Act, as someone who possesses, directly or indirectly, the power to direct or cause the direction of the policies of a company through ownership of voting securities, by contract, or otherwise. Accordingly, an officer or director of a reorganized company (or its successor) under a plan of reorganization may be deemed to be a "control person," particularly if the management position is coupled with a significant percentage of voting securities. Moreover the legislative history of Section 1145 of the Bankruptcy Code suggests that a creditor who owns at least 10% of the voting securities as a result of a distribution under a plan of reorganization may be presumed to be a "control person" subject to resale restrictions. THE FOREGOING SUMMARY DISCUSSION IS GENERAL IN NATURE AND HAS BEEN INCLUDED IN THIS DISCLOSURE STATEMENT SOLELY FOR INFORMATIONAL PURPOSES. THE PLAN PROPONENTS MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT PROVIDE ANY OPINION OR ADVICE WITH RESPECT TO, SECURITIES AND OTHER LAW DESCRIBED ABOVE. IN LIGHT OF THE COMPLEX AND SUBJECTIVELY INTERPRETIVE NATURE OF WHETHER A PARTICULAR RECIPIENT OF SECURITIES UNDER THE PLANS 33

MAY BE DEEMED TO BE AN "UNDERWRITER" WITHIN THE MEANING OF "CONTROL PERSON" UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, AND, CONSEQUENTLY, THE UNCERTAINTY CONCERNING THE AVAILABILITY OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SIMILAR STATE SECURITIES AND "BLUE SKY" LAWS, POTENTIAL RECIPIENTS OF SECURITIES UNDER THE PLANS SHOULD CONSIDER CAREFULLY AND CONSULT WITH THEIR OWN ATTORNEYS AND OTHER ADVISERS WITH RESPECT TO THESE MATTERS. D. MISCELLANEOUS PLAN PROVISIONS The Parent Plan provides that, on or after the Effective Date, the board of directors of Vista, as Reorganized Debtor, may adopt an incentive plan which may include options to acquire shares of New Common Stock to be granted to its officers and directors. In accordance with both Plans, the Debtors shall retain each and every claim, demand, or cause of action which a debtor in possession has power to assert under the Bankruptcy Code, including actions for the avoidance and recovery pursuant to Section 550 of the Bankruptcy Code of transfers avoidable by reason of Sections 544, 545, 547, 548, 549, or 553(b) of the Bankruptcy Code, and the Debtors' rights therein shall be deemed transferred to the Reorganized Debtors on the Effective Date. The Reorganized Debtors may commence or continue in any appropriate court or tribunal any suit or other proceeding for the enforcement of such claims. The Debtors have identified persons or entities who received payments within 90 days prior to the Chapter 11 filings, and those parties are listed on Exhibit D attached hereto. The Debtors are currently investigating whether to pursue claims or causes of action for avoidable transfers against those parties listed on Exhibit D attached hereto. Some or all of such persons or entities may dispute or deny that causes of action may be brought against them and could assert defenses thereto. The investigation has not been completed and no decision has been made yet with respect to the pursuit thereof. Pursuant to both Plans, the appointment of the Committee shall terminate on the Effective Date of the Subsidiaries' Plan. VII. TIMING AND MANNER OF DISTRIBUTIONS UNDER THE PLANS Both Plans state that distributions made thereunder are in exchange for and in complete satisfaction, discharge, and release of all Claims of any nature whatsoever against the Reorganized Debtors and the Debtors or any of their respective Estates, assets, or properties, except as may otherwise be specifically provided in the Plans. Distributions under the Plans shall be deemed made by the Reorganized Debtors or their designees to the holders of Allowed Claims when deposited in the United States mail, first class postage prepaid and directed to the Creditor at the address denominated in the proof of claim filed with the Bankruptcy Court, or if the Creditor has not filed a proof of claim, to the Creditor at the address listed in the Debtors' Schedules, or to such other address as the Creditor shall provide in writing to the Reorganized Debtors in accordance with the notice provisions detailed in the Plans; provided however, that all distributions to the holders of Allowed Senior Note Claims shall be made in accordance with the Senior Note Indenture. The Reorganized Debtors will cause distributions of New Senior Notes and New Common Stock to be made initially to the New Notes Indenture Trustee and the Transfer Agent, respectively, who will make the distributions to the holders of Allowed General Unsecured Claims or, in the case of holders of Allowed Senior Note Claims, to the Indenture 34

Trustee for further distribution to individual holders of Allowed Senior Note Claims in accordance with the Senior Note Indenture. Notwithstanding any provisions in the Plans to the contrary, the Senior Note Indenture will continue in effect to the extent necessary to allow the Indenture Trustee to receive and make distributions pursuant to the Plans on account of Allowed Senior Note Claims. A. EFFECTIVE DATE DISTRIBUTION On the Effective Date, or as soon thereafter as practicable, the then Available Notes and Available Shares shall be distributed on a Pro Rata basis to the holders of Allowed General Unsecured Claims in Class 5 under both the Parent Plan and the Subsidiaries' Plan. A Disputed Claims Reserve will be established for those Claims in Class 5 under both Plans that are not yet resolved and Allowed on the Effective Date. The Disputed Claims Reserve is discussed in detail in the next paragraph. B. DISPUTED CLAIMS RESERVE On the date on which the Reorganized Debtors make the initial distribution to holders of Allowed General Unsecured Claims pursuant to Sections 7.1 and 7.2 of the Plans, the Reorganized Debtors shall deposit with the New Notes Indenture Trustee an aggregate number of New Senior Notes and with the Transfer Agent an aggregate number of shares of New Common Stock sufficient to distribute to each holder of a Disputed General Unsecured Claim (i) the number of New Senior Notes and shares of New Common Stock that such holder would have been entitled to receive under the Plans if such Claim had been an Allowed General Unsecured Claim on the date of such initial distribution, or (ii) such amount as the Bankruptcy Court may otherwise order (defined in the Plans as the "Disputed Claims Reserve"). New Senior Notes and shares of New Common Stock shall be withheld by the New Notes Indenture Trustee and the Transfer Agent, respectively, and reserved for distribution to holders of Disputed Claims until such time as such notes and/or shares are distributed to holders of Allowed Claims. Until such distribution, shares of New Common Stock held for the benefit of holders of Disputed General Unsecured Claims shall be treated as treasury stock for voting purposes. The holder of a Disputed General Unsecured Claim that becomes an Allowed Claim subsequent to the Effective Date shall receive a distribution of New Senior Notes and New Common Stock from the Disputed Claims Reserve as soon thereafter as is practicable. Such distributions shall be made in accordance with the Plans based on the distributions that would have been made to such holder under the Plans if the Disputed General Unsecured Claim had been an Allowed Claim on or prior to the Effective Date. If at any time or from time to time after the Effective Date, there shall be New Senior Notes and/or shares of New Common Stock in the Disputed Claims Reserve in an amount in excess of the amount which the Reorganized Debtors are required at such time to reserve on account of Disputed General Unsecured Claims under the Plans or pursuant to any Order of the Bankruptcy Court, such excess shares of New Common Stock and excess New Senior Notes shall become available for distribution in accordance with the Plans. 35

C. SUBSEQUENT DISTRIBUTION DATE Unless otherwise provided in the Plans, to the extent there are Available Shares or Available Notes subsequent to the Effective Date as a result of the release of shares of New Common Stock and New Senior Notes from the Disputed Claims Reserve in accordance with Section 7.3 of the Plans or the return of unclaimed, undeliverable or time-barred distributions to holders of Allowed General Unsecured Claims pursuant to Section 7.16 of the Plans, the Reorganized Debtors will cause the Transfer Agent and the New Notes Indenture Trustee to distribute on a Subsequent Distribution Date such Available Shares and Available Notes to the holders of General Unsecured Claims entitled thereto that were Allowed on the Effective Date, or subsequently have become Allowed on or before such Subsequent Distribution Date, in amounts necessary to cause such holders to have received aggregate distributions of shares of New Common Stock and New Senior Notes in respect of such Allowed General Unsecured Claims equal to the distributions that such holders would have received in respect of such Allowed General Unsecured Claims on the Effective Date if (i) such Available Shares and Available Notes had been available for distribution on the Effective Date, (ii) such Allowed General Unsecured Claims had been Allowed on the Effective Date in the amounts in which they are Allowed on such Subsequent Distribution Date, and (iii) Claims or portions thereof that have become disallowed subsequent to the Effective Date and on or before the Subsequent Distribution Date had been disallowed on the Effective Date. Notwithstanding the foregoing, the Plans provide that no distribution will be made on such Subsequent Distribution Date if, in the discretion of the Reorganized Debtors, there are not sufficient Available Shares and Available Notes to make a cost-efficient distribution, taking into account the size of the distribution to be made and the number of recipients of such distribution. D. FINAL DISTRIBUTION DATE Unless otherwise provided in the Plans, to the extent there are Available Shares and Available Notes subsequent to the Effective Date as a result of the release of shares of New Common Stock and New Senior Notes from the Disputed Claims Reserve in accordance with Section 7.3 of the Plans or the return of unclaimed, undeliverable or time-barred distributions to holders of Allowed General Unsecured Claims pursuant to Section 7.16 of the Plans, the Reorganized Debtors shall cause the Transfer Agent and the New Notes Indenture Trustee to distribute on the Final Distribution Date all such Available Shares and Available Notes to the holders of General Unsecured Claims entitled thereto that were Allowed on the Effective Date, or subsequently have become Allowed on or before the Final Distribution Date, in amounts necessary to cause such holders to have received aggregate distributions of shares of New Common Stock and New Senior Notes in respect of such Allowed Claims equal to the distributions that such holders would have received in respect of such Allowed General Unsecured Claims on the Effective Date if (i) such Available Shares and Available Notes had been available for distribution on the Effective Date, (ii) such Allowed General Unsecured Claims had been Allowed on the Effective Date in the amounts in which they are Allowed on the Final Distribution Date, and (iii) Claims or portions thereof that have become disallowed 36

subsequent to the Effective Date and on or before the Final Distribution Date had been disallowed on the Effective Date. E. MISCELLANEOUS DISTRIBUTION PROVISIONS Both Plans state that no fractional denominations of New Senior Notes and New Common Stock shall be issued. Whenever the issuance of any New Senior Note would otherwise call for the issuance in an amount for a fraction of a New Senior Note (issued in $1,000 denominations), the actual issuance of such New Senior Note shall reflect a rounding of such fraction to the nearest whole New Senior Note denomination (up or down), with half denominations being rounded down. Whenever any payment of a fraction of a share of New Common Stock would otherwise be required under the Plans, the actual distribution made shall reflect a rounding of such fraction to the nearest whole share (up or down), with half shares or less being rounded down and fractions in excess of a half of a share being rounded up. In accordance with both Plans, on the close of business on the Confirmation Date, the Debtors' records for transfer of the Senior Notes shall close and the Debtors, the Reorganized Debtors, and the Indenture Trustee shall not be obligated to recognize of record any transfers of Senior Notes occurring after that date. The Debtors, the Reorganized Debtors, and the Indenture Trustee shall be entitled to recognize and deal for purposes of the Plans with only those record holders of the Senior Notes as of the close of business on the Confirmation Date. No distributions pursuant to the Plans shall be made with respect to a Disputed Claim (or any Disputed portion of a Claim) unless and until all objections to such Disputed Claim have been determined by Final Order. Distributions to each holder of a Disputed Claim to the extent that it ultimately becomes an Allowed Claim shall be made in accordance with the applicable provisions of the Plans with respect to such Claim. Such distributions shall be made as soon as practicable after the date that the order or judgment allowing such Claim (or portion thereof) becomes a Final Order. The Plans provide that any distribution of Cash under the Plans which is unclaimed for a period of six months after the Final Distribution Date shall revert to the Reorganized Debtors, and the claim of any holder with respect to such property, or the claims of any state under its escheat, unclaimed property, or similar laws with respect to such property (which state shall not be deemed a holder of a Claim under such laws for the purposes of the Plans), shall be discharged and forever barred. Distributions under the Plans consisting of New Senior Notes or New Common Stock that are unclaimed for a period of six months after the Final Distribution Date shall be canceled and any dividend or interest which has accrued with respect to such securities shall be transferred to the Reorganized Debtors and entitlement by the holder of a Claim to such distribution shall be extinguished and forever barred. VIII. OBJECTIONS TO AND RESOLUTION OF CLAIMS In accordance with both Plans, the Debtors and the Reorganized Debtors shall have the exclusive right to make and file objections to Claims subsequent to the Effective Date. All 37

objections that are not settled shall be litigated to a Final Order. Unless otherwise ordered by the Bankruptcy Court, the Debtors and the Reorganized Debtors shall file all objections to Claims (other than Administrative Claims) that are the subject of proofs of claim and serve such objections upon the holders of the Claim as to which the objection is made as soon as is practicable, but in no event later than 90 days after the Effective Date or such later date as may be approved by the Bankruptcy Court. Except as otherwise provided in the Plans, a Person asserting an Administrative Claim in these Chapter 11 Cases must comply with the requisites of Section 503 of the Bankruptcy Code, including filing a request for payment thereof with the Bankruptcy Court on or prior to the Administrative Claim Bar Date. The Bankruptcy Court will schedule a hearing on Administrative Claims filed in the Chapter 11 Cases, and the Debtors and the Reorganized Debtors shall have an opportunity to assert objections thereto at such hearing. The Debtors and the Reorganized Debtors reserve the right in the Plans to object to any and all Claims filed in these Chapter 11 Cases and to amend their Schedules to dispute Claims, if and as deemed appropriate, for purposes of allowance and distribution and for purposes of voting on the Plans. If an objection to a Claim (or portion thereof) is filed by the Debtors, the Reorganized Debtors, or any other party in interest, or if the Claim (or portion thereof) is Contingent, unliquidated, or filed in an undetermined or unspecified amount, then no distributions under the Plans shall be made to that holder of a Claim (or in respect of such Disputed portion), as the case may be, until the matter is determined by the entry of a Final Order. Both Plans provide that the Debtors and the Reorganized Debtors shall not be required to make specific objections to proofs of claim that allege a right to recover postpetition interest, penalties, fees, and other accruals with respect to prepetition Claims (except proofs of Secured Claims alleging entitlement to such accruals pursuant to Section 506(b) of the Bankruptcy Code), and any claim amounts attributable to such postpetition interest, penalties, fees, and other accruals shall be disallowed in full upon entry of the Confirmation Order; provided, however, that this disallowance may be subject to reconsideration with respect to a particular Claim upon motion filed with the Bankruptcy Court and served upon the Debtors and the Reorganized Debtors. The Plans provide that, on the Effective Date, the Reorganized Debtors shall place into reserve an amount of Cash equal to (i) the sum of the aggregate amount of all Disputed Administrative Claims, Disputed Priority Tax Claims, Disputed Other Priority Claims, and Disputed Convenience Claims, plus (ii) an amount to be determined by the Bankruptcy Court to be reserved for any Disputed Administrative Claims, Disputed Priority Tax Claims, and Disputed Other Priority Claims that are Contingent, unliquidated, or filed in an undetermined or unspecified amount (defined in the Plans as the "Administrative, Priority, and Convenience Claims Reserve"). Pursuant to both Plans, Cash held in the Administrative, Priority, and Convenience Claims Reserve shall be deposited in a segregated bank account or accounts in the name of the Reorganized Debtors and designated as held in trust for the benefit of holders of Allowed 38

Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed Convenience Claims. Cash held in such reserve shall not constitute property of the Reorganized Debtors. The Reorganized Debtors shall invest the Cash held in the Administrative, Priority, and Convenience Claims Reserve in a manner consistent with Section 345 of the Bankruptcy Code. The Reorganized Debtors shall pay, or cause to be paid, out of the funds held in such reserve, any tax imposed thereon by any governmental unit with respect to income generated by Cash held in this reserve. Any Cash held in the Administrative, Priority, and Convenience Claims Reserve after all Administrative, Priority, and Convenience Claims have been Allowed or disallowed shall be transferred to and become the property of the Reorganized Debtors. If, on or after the Effective Date, any Disputed Administrative, Priority, or Convenience Claim becomes an Allowed Claim, the Reorganized Debtors shall, 30 days after the date on which such Claim becomes an Allowed Claim, or as soon thereafter as is practicable, distribute from the Administrative, Priority, and Convenience Claims Reserve to the holder of such Allowed Claim Cash equal to the amount that such holder would have been entitled to had such Claim been Allowed on the Effective Date. Both Plans provide that the Debtors or the Reorganized Debtors may, at any time, request that the Bankruptcy Court estimate any Disputed Claim (including any Contingent Claim) pursuant to Section 502(c) of the Bankruptcy Code regardless of whether the Debtors or the Reorganized Debtors previously objected to such Claim. The Bankruptcy Court will retain jurisdiction to estimate any Claim at any time, including during litigation concerning any objection to such Claim. In the event that the Bankruptcy Court estimates any Disputed Claim, that estimated amount may constitute either the Allowed amount of such Claim, the amount on which a reserve is to be calculated for purposes of the Disputed Claims Reserve or the Administrative, Priority, and Convenience Claims Reserve, or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim, the Debtors or the Reorganized Debtors may elect to pursue any supplemental proceedings to object to any ultimate payment of such Claim. All of the aforementioned Claims objection, estimation and resolution procedures are cumulative and not necessarily exclusive of one another. IX. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES Section 365 of the Bankruptcy Code provides that a debtor may assume or reject executory contracts and unexpired leases. In this context, "assumption" means that a debtor agrees to perform its obligations and to cure all existing defaults under the assumed contract or lease, and "rejection" means that a debtor is relieved of its obligations to perform further under the applicable contract or lease, but may be subject to a claim for damages for breach of the rejected contract or lease. Pursuant to Section 365(d)(2) of the Bankruptcy Code, a debtor may assume or reject certain executory contracts until such time as a plan is confirmed. Under the Bankruptcy Code, unexpired leases of nonresidential real property must be assumed or rejected within sixty (60) days after the date of the Chapter 11 filing or upon the expiration of such 39

extended period of time as the Bankruptcy Court may order. When these Chapter 11 Cases were filed, the Debtors were parties to a number of unexpired leases of real property. During the course of these Chapter 11 Cases, the Bankruptcy Court extended the Debtors' time period to determine whether to assume or reject their nonresidential real property leases through and including May 31, 2001. Under the Plans, all executory contracts and unexpired leases (within the meaning of Section 365 of the Bankruptcy Code) (i) which are not expressly the subject of a motion to the Bankruptcy Court for an order of assumption or for an order for rejection pending as of the Effective Date, (ii) which have not been assumed or rejected prior thereto by the Debtors pursuant to an order of the Bankruptcy Court or operation of the Bankruptcy Code, (iii) which are not listed on the Assumption Schedule attached to both Plans as Exhibit B (as it may be amended from time to time prior to the Confirmation Hearing, upon notice to affected parties), or (iv) which are not listed in Section 9.4 of the Parent Plan as being assumed thereunder, shall be deemed to be REJECTED AS OF THE EFFECTIVE DATE, in accordance with Section 365 of the Bankruptcy Code. The executory contracts and unexpired leases listed on Exhibit B attached to the Plans (as it may be amended from time to time prior to the Confirmation Hearing upon notice to affected parties) shall be deemed to be ASSUMED AS OF THE EFFECTIVE DATE, in accordance with Section 365 of the Bankruptcy Code. The Debtors have listed on Exhibit B to the Plans the nondebtor party to the contract or lease, the type of contract or lease, and the amount necessary (if any) based upon the Debtors' records to cure all defaults under the contract or lease to be assumed. Entry of the Confirmation Order shall constitute the approval, in accordance with Sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the Debtors' rejection and assumption of the executory contracts and unexpired leases deemed rejected and assumed pursuant to the Plans. All Claims for damages arising from executory contracts or unexpired leases that are deemed rejected pursuant to Section 9.1 of the Plans must be filed with the Bankruptcy Court by no later than thirty (30) days after entry of the Confirmation Order. Any rejection Claims not filed within such time period will be forever barred from being asserted against the Debtors, their Estates, and the Reorganized Debtors. All Allowed Claims arising from the rejection of executory contracts or unexpired leases shall be treated as Class 5 Claims under the Plans. In accordance with Section 365 of the Bankruptcy Code, and except as otherwise agreed by the parties, the Reorganized Debtors will cure any and all undisputed defaults under any executory contracts or unexpired leases that are assumed pursuant to the Plans within 60 days of the Effective Date. All disputed defaults that are required to be cured shall be cured either within 30 days of the entry of a Final Order determining the amount, if any, of the Debtors' or the 40

Reorganized Debtors' liability with respect thereto, or as may otherwise be agreed to by the parties. Under the Parent Plan, unless otherwise modified to the satisfaction of the Committee prior to the Confirmation Hearing, the prepetition change in control agreements for executive officers of Vista (the "Change in Control Agreements") shall be deemed rejected in accordance with Section 365 of the Bankruptcy Code. Any Claim resulting from the rejection of a Change in Control Agreement shall be treated as a General Unsecured Claim in Class 5 under the Parent Plan. The Parent Plan provides that all other employee compensation and benefit plans, policies, and programs of Vista applicable generally to its employees, including agreements and programs subject to Section 1114 of the Bankruptcy Code, as in effect on the Effective Date, including, without limitation, all savings plans, retirement plans, health care plans, disability plans, severance benefit plans, incentive plans, and life, accidental death, and dismemberment insurance plans, shall be deemed to be, and shall be treated as though they are, executory contracts that are ASSUMED under the Parent Plan, and Vista's obligations under such agreements and programs shall survive the Effective Date of the Parent Plan, without prejudice to Vista's rights under applicable non-bankruptcy law to modify, amend, or terminate the foregoing arrangements, except for such executory contracts or plans as have previously been terminated, or rejected, pursuant to a Final Order, or specifically waived by the beneficiaries of such plans, contracts, or programs. The Parent Plan also provides that the employee severance program that was approved by the Bankruptcy Court in its Order Authorizing and Approving Employee Severance Program, entered in the Chapter 11 Cases on April 18, 2000, shall be binding upon Vista, as a Reorganized Debtor, through and including one year after the Effective Date. Under the Plans, all of the Debtors' rights arising under any insurance policies and any agreements, documents, or instruments relating thereto shall be deemed transferred to the Reorganized Debtors on the Effective Date. X. CONDITIONS PRECEDENT TO PLAN CONFIRMATION AND EFFECTIVE DATE Each Plan provides that Confirmation thereof shall not occur unless and until each of the following conditions shall have been satisfied in full or waived in accordance with Section 10.3 thereof: (a) The Bankruptcy Court shall have entered the Confirmation Order in a form and substance satisfactory to the Debtors and the Committee; (b) The Bankruptcy Court shall have entered an order confirming the other Plan; and (c) Vista, FNL, Midwest, and New West shall have completed the disposition of their vision centers in free-standing locations, such as malls and strip centers, and shall have either (i) assumed and assigned the leases related to these free-standing locations to a purchaser 41

or purchasers or (ii) rejected such leases, in accordance with Section 365 of the Bankruptcy Code. Each Plan provides that the Effective Date shall not occur unless and until each of the following conditions shall have been satisfied in full or waived in accordance with Section 10.3 thereof: (a) The Confirmation Order, in a form satisfactory to the Debtors and the Committee, shall have become a Final Order; (b) The order confirming the other Plan shall have become a Final Order; (c) The Reorganized Debtors shall have entered into a senior secured credit facility in an amount and upon terms and conditions to be agreed to among the Debtors and the Committee; and (d) With respect only to the Parent Plan, the Confirmation Order or other Final Order entered by the Bankruptcy Court shall have approved the substantive consolidation of the Consolidated Debtors with and into Vista, as described in Section 6.1 of such Plan. In accordance with Section 10.3 of both Plans, the Debtors may waive any or all of the conditions precedent for confirmation of the Plans or occurrence of the Effective Date at any time with the consent of the Committee, without leave of or order of the Bankruptcy Court and without any formal action. XI. VOTING ON AND CONFIRMATION OF THE PLANS OF REORGANIZATION A. VOTING PROCEDURES In accordance with Sections 1126 and 1129 of the Bankruptcy Code, the Claims and Equity Interests in Classes 4, 5, 6, 7, and 8 of the Plans are Impaired. The holders of Allowed Claims in Classes 4 and 5 are entitled to vote to accept or reject the Plans. Because the holders of Class 6 and 7 Claims and Class 8 Equity Interests shall receive no distribution under the Plans, these Classes are presumed to have voted to reject the Plans and the solicitation of acceptances with respect to such Classes is therefore not required under Section 1126(g) of the Bankruptcy Code. Claims in Classes 1, 2, and 3 are unimpaired under the Plans. The holders of Allowed Claims in each of such Classes are conclusively presumed to have accepted the Plans and the solicitation of acceptances with respect to such Classes therefore is not required under Section 1126(f) of the Bankruptcy Code. Separate ballots will be cast with respect to Claims asserted against each Debtor under the Plans. Voting results shall be determined separately for each Debtor. As to classes of claims entitled to vote on a plan, the Bankruptcy Code defines acceptance of a plan by a class of creditors as acceptance by holders of at least two-thirds in dollar amount and more than one-half in number of the claims of that class that have timely 42

voted to accept or reject a plan. A vote on the Plans may be disregarded if the Bankruptcy Court determines, after notice and a hearing, that acceptance or rejection was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code. B. CONFIRMATION HEARING The Bankruptcy Code requires the Bankruptcy Court, after notice, to hold a confirmation hearing to consider the Plans. The Confirmation Hearing for the Debtors' Plans has been scheduled for May 17, 2001, at 9:30 a.m., Eastern Time, before the Honorable James E. Massey, United States Bankruptcy Court for the Northern District of Georgia, 75 Spring Street S.W., Courtroom 1201, Atlanta, Georgia 30303. The Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court without further notice except for an announcement of the adjourned date made at the Confirmation Hearing. Any objection to confirmation must be made in writing and specify in detail the name and address of the objector, all grounds for the objection and the amount of the Claim or number of shares of common stock of the Debtors or other Equity Interests held by the objector. Any such objection must be filed with the Bankruptcy Court and served so that it is received by the Clerk of the United States Bankruptcy Court for the Northern District of Georgia, 75 Spring Street S.W., Suite 1340, Atlanta, Georgia 30303, and the parties listed below on or before May 14, 2001: Michael D. Langford, Esq., Kilpatrick Stockton LLP, counsel for the Debtors, 1100 Peachtree Street, Suite 2800, Atlanta, Georgia 30309-4530; Grant T. Stein, Esq., co-counsel for the Committee, Alston & Bird LLP, 1201 West Peachtree Street, Atlanta, Georgia 30309-3424; and Chaim J. Fortgang, Esq., Wachtell, Lipton, Rosen & Katz, co-counsel for the Committee, 51 West 52nd Street, New York, NY 10019-6150. C. REQUIREMENTS FOR PLAN CONFIRMATION In order to confirm the Plans, the Bankruptcy Code requires that the Bankruptcy Court make a series of determinations concerning the Plans, including that (1) the Plans have classified Claims and Equity Interests in a permissible manner; (2) the Plans comply with the technical requirements of Chapter 11 of the Bankruptcy Code; (3) the Debtors have proposed the Plans in good faith and not by any means forbidden by law; (4) the Debtors' disclosures as required by Chapter 11 of the Bankruptcy Code have been adequate and have included information concerning all payments made or promised by the Debtors in connection with the Plans; (5) that one or more of the Classes of Impaired Claims has voted to accept the Plans; and (6) that the Plans do not discriminate unfairly and are fair and equitable to any nonaccepting Class of Impaired Claims and Equity Interests. The Debtors believe that all of these conditions will have been met by the date set for the hearing on confirmation of the Plans and will seek rulings of the Bankruptcy Court to such effect at that hearing. The Bankruptcy Code also requires that the Plans be accepted by the requisite votes of Creditors and stockholders (except to the extent that "cramdown" is available under Section 1129(b) of the Bankruptcy Code, as described below), 43

and that the Plans are in the "best interests" of Creditors and stockholders. To confirm the Plans, the Bankruptcy Court must find that all of these conditions are met (unless the applicable provisions of Section 1129(b) of the Bankruptcy Code are utilized, in which case the Plans could be confirmed even though a particular Class does not accept the Plans). The requirements for confirmation of a Chapter 11 plan are set forth in detail in Section 1129 of the Bankruptcy Code. The following is a summary statement of some of those standards that may be pertinent to confirmation of the Plans proposed by the Debtors. 1. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS. The Bankruptcy Code requires that a plan place each Creditor's Claim and each holder of an Equity Interest in a Class with other Claims and Equity Interests which are "substantially similar." The Debtors believe that the Plans meet the classification requirements of the Bankruptcy Code. 2. IMPAIRMENT AND VOTING. Except to the extent that 11 U.S.C. Section 1129(b) may be invoked, each Class of Allowed Claims and each Class of Equity Interests must either accept the Plans or must not be Impaired under the Plans. A Class is "Impaired" if the legal, equitable, or contractual rights attaching to the Claims or Equity Interests of that Class are modified, other than by payment in full in cash on the Effective Date or by curing defaults and reinstating maturity. Classes of Claims that are not "Impaired" under the Plans are deemed to have accepted the Plans. In general, an Impaired Class of Claims has voted to accept the Plans if the Plans have been accepted by Creditors that hold at least two-thirds (2/3) in amount and more than one-half (1/2) in number of the Allowed Claims of such Class held by Creditors that have voted. Holders of Claims who fail to vote are not counted as either accepting or rejecting the Plans. The vote of the Class binds all members of the Class. Thus, if a Class votes to accept the Plans, the provisions of the Bankruptcy Code designed to protect rejecting Classes cannot be invoked even by members of that Class who voted to reject the Plans. Conversely, if a Class rejects the Plans, the members of that Class who voted to accept the Plans will be deprived of the benefits of the Plans if it is not confirmed. 3. "BEST INTERESTS" TEST. Even if the Debtors' Creditors and stockholders accept the Plans by the requisite votes, the Bankruptcy Court must make an independent finding as to whether the Plans are in the best interests of Creditors and stockholders before it may confirm the Plans. The best interests test requires that, with respect to each Impaired Class of Claims or Equity Interests under the Plans, the Bankruptcy Court must find that each holder of a Claim or Equity Interest in that Impaired Class (i) has accepted the Plans, or (ii) will receive or retain under the Plans, money or other property which, as of the Effective Date of the Plans, has a value not less than the amount such holder would receive if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code on such date. With respect to each Class of Impaired Claims under the Plans, either each holder of a Claim in such Class must have accepted the Plans, or will receive or retain under the Plans on account of such Claim property of a value, as of the Effective Date of the Plans, that is not less than the amount such claimant would receive or retain if the Debtors were liquidated on such date under Chapter 7 of the Bankruptcy Code. The 44

Debtors submit that Creditors in Classes 4 and 5 will receive more under the Plans than they would receive in a Chapter 7 liquidation. The Debtors also submit that Classes 6, 7, and 8, which receive no distribution under the Plans, would likewise receive no distribution in a Chapter 7 liquidation. Based upon the discussion contained below in the liquidation analysis section of this Disclosure Statement, the Debtors believe the best interests test has been met with respect to the holder of each Claim or Equity Interest that is in an Impaired Class under the Plans. 4. LIQUIDATION ANALYSIS. To determine what holders of Claims and Equity Interests of each Impaired Class would receive if the Debtors were liquidated under Chapter 7, the Bankruptcy Court must determine the dollar amount that would be generated from the liquidation of the Debtors' assets and properties in the context of a Chapter 7 liquidation case. The Cash amount that would be available for satisfaction of Claims and Equity Interests would consist of the proceeds resulting from the disposition of the unencumbered assets and properties of the Debtors, augmented by the unencumbered Cash held by the Debtors at the time of the commencement of the liquidation case. This Cash amount would be reduced by the amount of the costs and expenses of the liquidation and by such additional administrative and priority Claims that might result from the termination of the Debtors' business and the use of Chapter 7 for the purposes of liquidation. The Debtors' costs of liquidation under Chapter 7 would include the fees payable to a Chapter 7 trustee or trustees, as well as those fees that might be payable to attorneys and other professionals that such a trustee might retain. Furthermore, Claims would arise because of the breach or rejection of leases and executory contracts as well as breach of various obligations entered into by the Debtors during the pendency of the Chapter 11 Cases. The foregoing types of Claims and other Claims that might arise in a liquidation case or result from the pending Chapter 11 Cases, including any unpaid expenses incurred by the Debtors and the Committee during the Chapter 11 Cases, such as compensation for attorneys, financial advisors, and accountants, would be paid in full from the liquidation proceeds before the balance of those proceeds would be made available to pay prepetition Claims. To determine if the Plans are in the best interests of each Impaired Class, the present value of the distributions from the proceeds of a liquidation of the Debtors' unencumbered assets and properties, after subtracting the amounts attributable to the foregoing Claims, is then compared with the value of the property offered to such Classes of Claims and Equity Interests under the Plans. After considering the effects that a Chapter 7 liquidation would have on the ultimate proceeds available for distribution to Creditors in the Chapter 11 Cases, including (i) the increased costs and expenses of a liquidation under Chapter 7 arising from fees payable to a trustee in bankruptcy and professional advisors to such trustee, (ii) the erosion in value of assets in a Chapter 7 case in the context of the expeditious liquidation required under Chapter 7 and the "forced sale" atmosphere that would prevail and (iii) the substantial increases in Claims which would be satisfied on a priority basis or on parity with Creditors in the Chapter 11 Cases, the 45

Debtors have determined that confirmation of the Plan will provide each holder of an Allowed Claim or Equity Interest with a recovery that is not less than such holder would receive pursuant to liquidation of the Debtors under Chapter 7. The Debtors also believe that the value of any distributions to each Class of Allowed Claims in Chapter 7, including all Secured Claims, would be less than the value of distributions under the Plans because such distributions in Chapter 7 may not occur for a substantial period of time. It is likely that distribution of the proceeds of the liquidation could be delayed for two years after the completion of such liquidation in order to resolve Claims and prepare for distributions. In the likely event litigation were necessary to resolve Claims asserted in Chapter 7, the delay could be prolonged. Attached to this Disclosure Statement as Exhibit E is a summary of the liquidation values of the Debtors' assets, assuming a Chapter 7 liquidation in which a trustee or trustees would liquidate the assets of the Debtors' Estates (the "Liquidation Analysis"). Underlying the Liquidation Analysis are a number of estimates and assumptions that, although developed and considered reasonable by the Debtors' management, are inherently subject to significant economic and competitive uncertainties and contingencies beyond the control of the Debtors and their management. The Liquidation Analysis is also based on assumptions with respect to liquidation decisions that are subject to change. Accordingly, the values reflected might not be realized if the Debtors were, in fact, to undergo such a liquidation. 5. FEASIBILITY. In order for the Plans to be confirmed, the Bankruptcy Court must determine that they are feasible, which generally means that the Reorganized Debtors will have sufficient resources to meet their obligations under the Plans on a timely basis. For purposes of determining whether the Plans satisfy this requirement, the Debtors have prepared projections which are discussed in the "Projections and Valuation Analysis" section of this Disclosure Statement. Based upon these projections, the Debtors believe that the Reorganized Debtors will be able to make all distributions required pursuant to the Plans and, therefore, that confirmation of the Plans is not likely to be followed by liquidation or the need for further reorganization. Accordingly, the Debtors believe that their Plans are feasible. 6. CRAMDOWN: CONFIRMATION OF THE PLAN WITHOUT NECESSARY ACCEPTANCES. Under circumstances which are set forth in detail in Section 1129(b) of the Bankruptcy Code, the Bankruptcy Court may confirm a plan even though an Impaired Class of Allowed Claims or Equity Interests has rejected the plan. If the plan is not accepted by all of the Impaired Classes, but is accepted by at least one Impaired Class (not counting votes by insiders), and the Bankruptcy Court concludes that the plan does not discriminate unfairly against, and is fair and equitable to, each such non-accepting Impaired Class of Allowed Claims or Equity Interests, the plan may be confirmed. As used in the Bankruptcy Code, the phrases "discriminate unfairly" and "fair and equitable" have specific meanings unique to federal bankruptcy law. The requirement that a plan not "discriminate unfairly" means that a dissenting Class must be treated equally with respect to other Classes of the same rank. In the event of a cramdown, Classes which are afforded 46

treatment of unequal value compared to the treatment afforded other Classes of equal rank could not be maintained without the consent of other Classes. The "fair and equitable" standard requires that a rejecting Class receive full compensation for its Allowed Claims or Equity Interests before any junior Class receives or retains any property. If the holders of any Impaired Class vote to reject the Plans, the Plans may be confirmed under Section 1129(b) of the Bankruptcy Code if holders of all Claims and Equity Interests junior to those of the Impaired Class do not receive or retain any property under the Plans. The Debtors will attempt to invoke these "cramdown" provisions should any Class whose acceptance of the Plans is required fail to accept the Plans because the Debtors believe that with respect to each Class, the Plans are fair and equitable within the meaning of 11 U.S.C. Section 1129(b)(2), and do not discriminate unfairly against such Classes. XII. EFFECTS OF PLAN CONFIRMATION A. DISCHARGE In accordance with the Plans, except as otherwise provided therein or the Confirmation Order, upon entry of the Confirmation Order, the Debtors shall be discharged from, and their liability shall be extinguished completely in respect of, any Claim and/or Debt (with the exception of Intercompany Claims) , whether reduced to judgment or not, liquidated or unliquidated, contingent or noncontingent, asserted or unasserted, fixed or not, matured or unmatured, disputed or undisputed, legal or equitable, known or unknown, that arose in connection with or related to, directly or indirectly: any agreement of the Debtors entered into or obligation of the Debtors incurred before the Confirmation Date, any acts, omissions, transactions, transfers, happenings, facts, or situations which occurred on or before the Confirmation Date, whether or not known or suspected, or any conduct of the Debtors prior to the Confirmation Date, and including, without limitation, all interest, if any, on any such Claims and Debts, whether such interest accrued before or after the date of commencement of the Chapter 11 Cases, and including, without limitation, all Claims and Debts based upon or arising out of any acts, omissions, transactions, transfers, happenings, facts, or situations which occurred before the Confirmation Date, whether or not known or suspected, or related to, directly or indirectly, and from any liability of the kind specified in Sections 502(g), 502(h), and 502(i) of the Bankruptcy Code, whether or not (i) a proof of claim is filed or is deemed filed under Section 501 of the Bankruptcy Code, (ii) such Claim is Allowed under Section 502 of the Bankruptcy Code, or (iii) the holder of such Claim has accepted the Plans. B. VESTING Except as otherwise provided in the Plans or the Confirmation Order, on the Effective Date, the Reorganized Debtors shall be vested with all of the property of their respective Estates, free and clear of all Claims, Liens, encumbrances, charges and other interests of Creditors and holders of Equity Interests, and the Reorganized Debtors shall thereafter hold, use, dispose of, or otherwise deal with such property and operate its business free of any restrictions imposed by the Bankruptcy Code or by the Bankruptcy Court. 47

C. INJUNCTION The Plans provide that, except as otherwise expressly provided therein, the Confirmation Order, or a separate order of the Bankruptcy Court, all entities who have held, hold, or may hold Claims against or Equity Interests in the Debtors, or any of them, which arose before or were held as of the Effective Date, are permanently enjoined, on and after the Effective Date, from (a) commencing or continuing in any manner any action or other proceeding of any kind against the Debtors, with respect to any such Claim or Equity Interest, (b) the enforcement, attachment, collection, or recovery by any manner or means of any judgment, award, decree, or order against the Debtors on account of any such Claim or Equity Interest, (c) creating, perfecting, or enforcing any encumbrance of any kind against the Debtors or against the property or interests in property of the Debtors on account of any such Claim or Equity Interest, and (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from the Debtors or against the property or interests in property of the Debtors on account of any such Claim or Equity Interest. Such injunction shall also extend to the Reorganized Debtors as the successor of the Debtors and their properties and interests in property. D. RELEASES The Plans state that, on the Effective Date, the Debtors and the Reorganized Debtors, on behalf of themselves and their Estates, shall be deemed to release unconditionally all of their respective officers, directors, employees, advisors, attorneys, financial advisors, accountants, and other professionals, the Committee members, and the Committee's advisors, attorneys, financial advisors, accountants and other professionals, and each of their representatives and agents (including any professionals retained by such persons or entities) (defined in the Plans as the "Released Parties") from any and all claims, obligations, suits, judgments, damages, rights, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken in their respective capacities described above or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Chapter 11 Cases or the Plans, except that (i) no Person shall be released from any act or omission that constitutes gross negligence or willful misconduct, and (ii) the Reorganized Debtors shall not relinquish or waive the right to assert any of the foregoing as a legal or equitable defense or right of setoff or recoupment against any Claims of any such Persons asserted against the Debtors. E. EXCULPATION In accordance with the Plans, the Debtors, the Reorganized Debtors, members of the Committee, and the other Released Parties (i) shall have no liability whatsoever to any holder or purported holder of an Administrative Claim, Claim, or Equity Interest for any act or omission in connection with, or arising out of, the Plans, the Disclosure Statement, the negotiation of the Plans, the pursuit of approval of the Disclosure Statement or the solicitation of votes for confirmation of the Plans, the Chapter 11 Cases, the consummation of the Plans, the administration of the Plans or the property to be distributed under the Plans, or any transaction contemplated by the Plans or Disclosure Statement or in furtherance thereof, except for willful 48

misconduct or gross negligence as determined by a Final Order, and (ii) in all respects, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plans. This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations and any other applicable law or rules protecting such Released Parties from liability. F. MISCELLANEOUS MATTERS The Plans specifically provide that the Debtors' discharge and release from all Claims shall not diminish or impair the enforceability of any insurance policy that may cover Claims against the Debtors, or any of them, the Reorganized Debtors (including, without limitation, the Debtors' and the Reorganized Debtors' officers and directors) or any other person or entity. Notwithstanding any other provisions of the Plans, the obligations of the Debtors to indemnify their present directors, officers, and employees against any obligations, liabilities, costs or expenses pursuant to the articles of incorporation or by-laws of the Debtors, applicable state law, specific agreement, or any combination of the foregoing, shall survive the Effective Date and shall be applicable to the Reorganized Debtors. Pursuant to Section 1141 of the Bankruptcy Code, upon Confirmation, all provisions of the Plans shall be binding upon the Debtors, the Reorganized Debtors, any Person acquiring property under the Plans, and any holder of any Claim or Equity Interest or any Creditor or other party in interest, whether or not the Claim or Equity Interest of such Creditor or party in interest is Impaired under the Plans or is Allowed or disallowed by the Bankruptcy Court, and whether or not such Creditor or party in interest has accepted or is deemed to have accepted the Plans or has rejected or is deemed to have rejected the Plans. The rights and obligations of any Person named or referred to in the Plans shall be binding upon, and shall inure to the benefit of, the successors and assigns of such Person. XIII. PROJECTIONS AND VALUATION ANALYSIS The Debtors, the Committee, and their respective advisors developed a set of financial projections to assess the value of the Reorganized Debtors as an integrated company. The projections and valuations set forth below and in Exhibit E attached hereto are based on a number of significant assumptions including, among other things, the successful reorganization of the Debtors, an assumed Effective Date of May 15, 2001, and no significant downturn in the specific markets in which the Debtors operate. A. RESPONSIBILITY FOR AND PURPOSE OF THE PROJECTIONS As a condition to confirmation of a plan, the Bankruptcy Code requires, among other things, that the Bankruptcy Court determine that confirmation is not likely to be followed by the liquidation or the need for further financial reorganization of the debtor. In connection with the development of the Plans of the Debtors, and for purposes of determining whether the Plans satisfy this feasibility standard, the Debtors, the Committee, and their respective financial 49

advisors, through the development of financial projections (the "Projections"), analyzed the ability of the Reorganized Debtors to meet their obligations under the Plans and to maintain sufficient liquidity and capital resources to conduct their business. The Projections were also prepared to assist each holder of a Claim in Class 5 in determining whether to accept or reject the Plans. The Projections should be read in conjunction with the assumptions, qualifications and footnotes to tables containing the Projections set forth herein, historical consolidated financial information (including the notes and schedules thereto) and the other information set forth in Vista's most recent Annual Report on Form 10-K, annexed hereto as Exhibit G, the full text of which is incorporated herein by reference. The Projections were prepared in good faith based upon assumptions believed to be reasonable and applied in a manner consistent with past practice. The Projections, which were prepared in the first quarter of 2001, were based, in part, on economic, competitive, and general business conditions prevailing at the time. While as of the date of this Disclosure Statement such conditions have not materially changed, any future changes in these conditions may materially impact the ability of the Reorganized Debtors to achieve the Projections. THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARDS COMPLYING WITH THE GUIDELINES FOR PROSPECTIVE FINANCIAL STATEMENTS PUBLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS. VISTA'S INDEPENDENT ACCOUNTANT, ARTHUR ANDERSEN LLP, HAS NEITHER COMPILED NOR EXAMINED THE ACCOMPANYING PROSPECTIVE FINANCIAL INFORMATION TO DETERMINE THE REASONABLENESS HEREOF AND, ACCORDINGLY, HAS NOT EXPRESSED AN OPINION OR ANY OTHER FORM OF ASSURANCE WITH RESPECT HERETO. THE DEBTORS DO NOT, AS A MATTER OF COURSE, PUBLISH PROJECTIONS OF THEIR ANTICIPATED FINANCIAL POSITION, RESULTS OF OPERATIONS OR CASH FLOWS. ACCORDINGLY, THE DEBTORS DO NOT INTEND TO, AND DISCLAIM ANY OBLIGATION TO, (A) FURNISH UPDATED PROJECTIONS TO HOLDERS OF CLAIMS OR EQUITY INTERESTS PRIOR TO THE EFFECTIVE DATE OR TO HOLDERS OF NEW COMMON STOCK OR NEW SENIOR NOTES, OR ANY OTHER PARTY AFTER THE EFFECTIVE DATE, (B) INCLUDE SUCH UPDATED INFORMATION IN ANY DOCUMENTS THAT MAY BE REQUIRED TO BE FILED WITH THE SEC, OR (C) OTHERWISE MAKE SUCH UPDATED INFORMATION PUBLICLY AVAILABLE. THE PROJECTIONS PROVIDED IN THE DISCLOSURE STATEMENT HAVE BEEN PREPARED BY THE DEBTORS, THE COMMITTEE, AND THEIR RESPECTIVE FINANCIAL ADVISORS. THESE PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY MANAGEMENT OF THE DEBTORS, THE COMMITTEE, AND THEIR RESPECTIVE FINANCIAL ADVISORS, MAY NOT BE REALIZED, AND ARE INHERENTLY SUBJECT 50

TO SIGNIFICANT BUSINESS, ECONOMIC, AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE DEBTORS' CONTROL. THE DEBTORS CAUTION THAT NO REPRESENTATIONS CAN BE MADE AS TO THE ACCURACY OF THESE FINANCIAL PROJECTIONS OR TO THE REORGANIZED DEBTORS' ABILITY TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE. FURTHER, EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THESE PROJECTIONS WERE PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A MATERIAL AND POSSIBLY ADVERSE MANNER. THE PROJECTIONS, THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR. FINALLY, THE FOLLOWING PROJECTIONS INCLUDE ASSUMPTIONS AS TO THE ENTERPRISE VALUE OF THE REORGANIZED DEBTORS AS AN INTEGRATED COMPANY, THE FAIR VALUE OF THEIR ASSETS, AND THEIR ACTUAL LIABILITIES AS OF THE EFFECTIVE DATE. THE REORGANIZED DEBTORS WILL BE REQUIRED TO MAKE SUCH ESTIMATIONS AS OF THE EFFECTIVE DATE. SUCH DETERMINATION WILL BE BASED UPON THE FAIR VALUES AS OF THAT DATE, WHICH COULD BE MATERIALLY GREATER OR LOWER THAN THE VALUES ASSUMED IN THE FOREGOING ESTIMATES. B. SUMMARY OF SIGNIFICANT ASSUMPTIONS The Debtors have developed the Projections (summarized below) to assist creditors in their evaluation of the Plans and to analyze feasibility thereof. THE PROJECTIONS ARE BASED UPON A NUMBER OF SIGNIFICANT ASSUMPTIONS DESCRIBED BELOW. ACTUAL OPERATING RESULTS AND VALUES MAY AND WILL VARY FROM THOSE PROJECTED. 1. FISCAL YEARS. Vista's fiscal year ends on the Saturday closest to January 1 of each year. Any reference to a specific year means the 52 or 53-week period ending on the Saturday closest to January 1 of the next calendar year. 2. PLAN TERMS AND CONSUMMATION. The Projections assume an Effective Date in May, 2001 with Allowed Claims and Equity Interests treated in accordance with the treatment provided in the Plans with respect to such Allowed Claims and Equity Interests. 3. WAL-MART STORE CONVERSION PROGRAM. The master lease agreement with Wal-Mart provides that, if Wal-Mart converts its own store to a super center format and relocates Vista's vision center as part of the conversion, the term of the lease for the vision center begins again. The projection of super center conversions in future years is based on current conversion trends as experienced by Vista. 51

4. GENERAL ECONOMIC CONDITIONS. The Projections were prepared assuming that economic conditions in the markets served by the Debtors do not differ significantly over the next five years from current economic conditions. Inflation in revenues and costs are assumed to remain relatively low. 5. WAL-MART REVENUES. Comparable store sales are projected to increase at a rate which is consistent with the Debtors' pre-bankruptcy growth prior to the bankruptcy cases. In addition to its projected comparable store sales growth, Vista plans to open four new stores in 2001 and no new stores thereafter. For each projected year the sales mix among product categories is projected to remain consistent with historical levels. 6. FRED MEYER REVENUES. Comparable store sales are projected to increase marginally in 2001. Thereafter, comparable store sales are projected to increase at a slightly higher rate for the years 2002-2007. In addition to its projected comparable store sale growth, Vista plans to open five new stores in 2002 and six new stores in each of the years 2003-2007. For the projected years the sales mix among product categories is projected to shift towards a higher level of contact lens sales versus eyeglass sales. 7. MILITARY REVENUES. On a comparable store basis, sales are projected to increase marginally in 2001-2007. In addition to its projected comparable store sales growth, Vista plans to open four new stores in 2001, five new stores in 2002 and four new stores in each of the years 2003-2007. For each projected year the sales mix among product categories is projected to remain consistent with historical levels. 8. WAL-MART DE MEXICO REVENUES. Comparable store sales are projected to increase at a rate consistent with historical levels. In addition to its projected comparable store sales growth, the Company plans to open five new stores in 2001, six new stores in 2002 and five new stores in each of the years 2003-2007. For each projected year the sales mix among product categories is projected to remain consistent with the year 2000. 9. GROSS PROFIT. Gross Profit represents store gross margin (which includes product costs remakes, warranties, freight costs and lab results) plus revenue generated through rent charges to in store doctors less store rent expense. Gross Profit is projected to decline slightly during the years 2001-2007. The decrease in Gross Profit is due to higher per store rent expense as minimum rent requirements on Wal-Mart vision centers increase due to a higher number of these vision centers' moving into the three-year option lease period. 10. STORE OPERATIONS, GENERAL AND ADMINISTRATIVE CASH EXPENSES ("SG &A"). SG&A includes the following costs: o Total store payroll, including incentives, benefits and payroll taxes; o Advertising expense; 52

o Other miscellaneous costs to operate a retail store, including bank and credit card fees, repairs and maintenance expense, managed care discounts and fees and supplies; and o Home office expenses, including administrative and management payroll, information services operations, and customer service support. 11. INCOME TAXES. Projections assume that the Company will have full use of approximately $70 million of Net Operating Loss ("NOL") carryforwards for federal income tax reporting purposes. Upon the full use of the NOLs, the Projections assume a 39% tax rate. 12. CAPITAL EXPENDITURES. Major capital expenditures projected for 2001 through 2007 include new store openings, capital related to superstore conversions affecting Wal-Mart vision centers and remodels at existing Fred Meyer vision centers, store and lab maintenance requirements and information systems requirements. In total, projected annual expenditures are $4.5 million in 2001, $3.9 million in 2002, $3.5 million in 2003, $3.4 million in 2004, $3.5 million in 2005, $2.9 million in 2006 and $2.7 million in 2007. 13. EBITDAR. EBITDAR is defined for purposes of the Projections as earnings before interest expense, income tax provision, depreciation and amortization and reorganization expense. 14. NEW SECURED CREDIT FACILITY. The Reorganized Debtors are assumed to enter into a new revolving credit facility (the "New Secured Credit Facility"). The Projections make certain assumptions regarding the terms of the credit facility including, among other things, the interest rates and amortization requirements thereunder. While these assumptions may be different from the terms of the final agreement, any differences will not have a material impact on the overall liquidity of the Reorganized Debtors. 15. NEW SENIOR NOTES. Vista will issue $120 million in 12% senior secured New Senior Notes to Class 5 Creditors as of the Effective Date in accordance with the Plans. Interest will be payable semi-annually on March 31 and September 30. Principal will be paid semi-annually on the interest payment date through an "excess cash" sweep of all cash on Vista's balance sheet in excess of $5 million. 16. FRESH START ACCOUNTING. The Projections have been prepared using the basic principles of "fresh start" accounting for periods after May, 2001. These principles are contained in the American Institute of Certified Public Accountants Statement of Position 90-7 "Financial Reporting by Entities in Reorganization under the Bankruptcy Code." Under "fresh start" accounting principles, Vista will determine the reorganization value of the reorganized company at the Effective Date. This value will be allocated, based on estimated fair market values to specific tangible or identifiable intangible assets, and Vista will record an intangible asset equal to the reorganization value in excess of amounts allocable to identifiable assets. The Projections assume that the reorganization value in excess of amounts allocable to identifiable assets will be amortized over the fifteen years following the Effective Date. For the purposes of this presentation, book values have been assumed to equal fair values except for specific items in 53

which quantifiable data is currently available. Vista is in the process of evaluating further how the reorganization value will be allocated to its various assets. It is likely that the final allocation, and therefore the amount of reorganization value in excess of book value, as well as the annual amortization expense amount of reorganization value, will differ from the amounts presented herein. 17. REORGANIZATION VALUE. For purposes of this Disclosure Statement and in order to prepare the Projections, management has estimated the reorganization value of reorganized Vista as of May, 2001 to be approximately $150 million. 18. WORKING CAPITAL. Accounts receivable are a mix of primarily third party credit sales and managed care receivables. Management projects that the Company will receive payment on average at approximately 16 days for the majority of 2001, improving to 14 days by the end of that year. Due to systems changes for the collection of managed care receivables, management believes the number of days will improve to 10 days in 2002 and 7 days in the years 2003-2007. Inventory turns are projected to remain consistent for the projection period at between 4.1 and 4.6 times annually. Accounts payable are projected to gradually return to approximate pre-petition payment terms after the Company's assumed emergence from bankruptcy. Accrued expenses are projected to remain at approximately 25 to 30 days in operating expense throughout the projection period. C. SPECIAL NOTE REGARDING FORWARD- LOOKING STATEMENTS Except for historical information, statements contained in this Disclosure Statement and incorporated by reference, including the Projections in this section, may be considered "forward-looking statements" within the meaning of federal securities law. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to general economic and business conditions, the competitive environment in which the Debtors operate and will operate, the success or failure of Vista in implementing its current business and operational strategies, the level of vendor trade support, the availability, location and terms of sites for store development, labor relations and labor costs, the ability of Vista to maintain and improve its revenues and margins, the liquidity of Vista on a cash flow basis (including the ability to comply with the financial covenants of its credit arrangements and to fund a capital expenditures program). For additional information about Vista and relevant risk factors, see Risk Factors in the Company's most recent Annual Report on Form 10-K included in Exhibit G. 54

D. FINANCIAL PROJECTIONS The financial projections prepared by management are summarized in the following tables which are attached hereto as Exhibit F. Specifically, the attached tables include: 1. Pro-forma Reorganized Vista balance sheet dated June 1, 2001, including all reorganization and fresh-starts adjustments. 2. Projected year-end balance sheets for fiscal years 2001, 2002, 2003, 2004, 2005, 2006 and 2007. 3. Projected annual income statements for fiscal years 2001, 2002, 2003, 2004, 2005, 2006 and 2007. 4. Projected cash flow statements for the period June 1, 2001, through January 1, 2002, and annual cash flow statements for fiscal years 2002, 2003, 2004, 2005, 2006 and 2007. All captions in the attached projections do not correspond exactly to Vista's historical external reporting. Some captions have been combined for presentation purposes. XIV. FINANCIAL INFORMATION Historical consolidated financial information (including the notes and schedules thereto) and other information set forth in Vista's most recent Annual Report on Form 10-K, is attached as Exhibit G to this Disclosure Statement, the full text of which is incorporated herein by reference. This financial information is provided to permit the holders of Claims and Equity Interests to better understand the Debtors' historical business performance and the impact of the Chapter 11 Cases on the Debtors' business. In order for all Classes of holders of Claims and Equity Interests and other parties in interest to comprehend fully and analyze the provisions of the Plans, it may be necessary to review the Debtors' statements of financial affairs and Schedules, and the Debtors' Chapter 11 monthly operating reports, which are on file with the Bankruptcy Court and available for review during regular business hours at the Office of the Clerk of the United States Bankruptcy Court for the Northern District of Georgia. XV. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLANS If the Plans are not confirmed and consummated, the alternatives to the Plans include (i) liquidation of the Debtors under Chapter 7 of the Bankruptcy Code and (ii) alternative plans of reorganization. If no plans are confirmed, the Chapter 11 Cases may be converted to cases under Chapter 7 of the Bankruptcy Code, pursuant to which a trustee or trustees would be elected to liquidate each of the Debtors' assets for distribution in accordance with the priorities established by 55

Chapter 7. A discussion of the effects that a Chapter 7 liquidation would have on the recoveries of holders of Claims and Equity Interests and the Debtors' liquidation analysis is set forth herein. The Debtors believe that liquidation under Chapter 7 would result in smaller distributions being made to Creditors than those provided for in the Plans because (a) the Debtors' assets would have to be sold or otherwise disposed of in a forced sale situation over a short period of time, (b) additional administrative expenses would be involved in the appointment of a trustee, and (c) additional expenses and claims, some of which would be entitled to priority, would be generated during the liquidation and from the rejection of leases and other executory contracts in connection with a cessation of the Debtors' operations. If the Plans are not confirmed, the Debtors (or if the Debtors' exclusive period in which to file a plan of reorganization has expired, any other party in interest) could attempt to formulate a different plan. Such a plan might involve either a reorganization and continuation of the Debtors' business or an orderly liquidation of their assets. With respect to an alternative plan, the Debtors have explored various alternatives in connection with the formulation and development of the Plans. The Debtors believe that the Plans, as described herein, enable Creditors to realize the most value under the circumstances. In a liquidation under Chapter 11, the Debtors' assets would be sold in an orderly fashion over a more extended period of time than in a liquidation under Chapter 7, possibly resulting in somewhat greater (but indeterminate) recoveries than would be obtained in Chapter 7. Further, if a trustee were not appointed, because such appointment is not required in a Chapter 11 case, the expenses for professional fees would most likely be lower than those incurred in a Chapter 7 case. Although preferable to a Chapter 7 liquidation, the Debtors believe that a liquidation under Chapter 11 is a much less attractive alternative to Creditors than the Plans because of the greater returns provided by the Plans. XVI. CERTAIN RISK FACTORS RELATING TO THE PLANS HOLDERS OF CLAIMS AGAINST THE DEBTORS SHOULD READ AND CONSIDER CAREFULLY THE FACTORS SET FORTH BELOW AS WELL AS THE OTHER INFORMATION SET FORTH IN THIS DISCLOSURE STATEMENT (AND THE DOCUMENTS DELIVERED TOGETHER HEREWITH AND/OR INCORPORATED BY REFERENCE) PRIOR TO VOTING TO ACCEPT OR REJECT THE PLANS. THESE RISK FACTORS SHOULD NOT, HOWEVER, BE REGARDED AS CONSTITUTING THE ONLY RISKS INVOLVED IN CONNECTION WITH THE PLANS AND THEIR IMPLEMENTATION. The ultimate recoveries under the Plans to holders of Claims depend upon the realizable value of the New Senior Notes and the New Common Stock. The securities to be issued pursuant to the Plans are subject to a number of material risks, including, but not limited to, those specified below. The factors specified below assume that the Plans are approved by the Bankruptcy Court and that the Effective Date occurs on or about May 15, 2001. Although such risk factors are based upon a May 15, 2001 Effective Date, the Debtors believe that an actual Effective Date later in the second quarter of fiscal year 2001 would not have any material effect on the risk factors. 56

A. PROJECTED FINANCIAL INFORMATION The financial projections included in this Disclosure Statement are dependent upon the successful implementation of the Reorganized Debtors' business plan and the validity of the other assumptions contained therein. These projections reflect numerous assumptions, including confirmation and consummation of the Plans in accordance with their terms, and anticipated future performance of the Debtors' retail industry performance, certain assumptions with respect to competitors of the Debtors, general business and economic conditions and other matters, many of which are beyond the control of the Debtors. In addition, unanticipated events and circumstances occurring subsequent to the preparation of the projections may affect the actual financial results of the Debtors. Although the Debtors believe that the projections are reasonably attainable, variations between the actual financial results and those projected may occur and be material. B. ABILITY TO REFINANCE CERTAIN INDEBTEDNESS AND RESTRICTIONS IMPOSED BY INDEBTEDNESS Following the Effective Date of the Plans, the Reorganized Debtors' working capital borrowings and letters of credit requirements are anticipated to be funded by a new credit facility (the "New Credit Facility"), a portion of the proceeds of which will be used to repay in full the DIP Credit Facility. There can be no assurance that the Reorganized Debtors will be able to obtain such financing or that such financing may be obtained on acceptable terms. The New Credit Facility and the New Notes Indenture may restrict, among other things, the ability of the Reorganized Debtors to incur additional indebtedness, pay dividends or make certain other restricted payments, consummate certain asset sales, create liens on assets, enter into transactions with affiliates, make investments, loans or advances, consolidate or merge with or into any other person, or convey, transfer or lease all or substantially all of their assets or change the business to be conducted by the Reorganized Debtors. In addition, the New Credit Facility may contain certain other and more restrictive covenants and may prohibit the Reorganized Debtors from prepaying certain indebtedness, including the New Senior Notes. A breach of any of these covenants could result in a default under the New Credit Facility or the New Notes Indenture. Further, the restrictions in the New Notes Indenture and the New Credit Facility likely will therefore restrict the ability of the Reorganized Debtors to obtain additional financing for working capital, capital expenditures or general corporate purposes. In addition, substantially all of the assets of the Reorganized Debtors will likely be pledged as security under the New Credit Facility. The Reorganized Debtors' indebtedness may also require substantial debt service payments, which would restrict its ability to use its operating cash flow for capital expenditures and other working capital requirements. If holders of significant numbers of shares of New Common Stock were to act as a group, such holders could be in a position to control the outcome of actions requiring stockholder approval, including the election of directors. In addition, the possibility that one or more of the holders of significant numbers of shares of New Common Stock may determine to sell all or a 57

large portion of their shares of New Common Stock in a short period of time may adversely affect the market price of the New Common Stock. The New Common Stock will be issued under both Plans to holders of Allowed General Unsecured Claims, some or all of whom may prefer to liquidate their investment rather than to hold it on a long-term basis. Currently, there is no trading market for the New Common Stock, nor is it known whether or when one would develop. Further, there can be no assurance as to the degree of price volatility in any such market. While the Plans were developed based on an assumed reorganization value of $5 per share of the New Common Stock, such valuation is not an estimate of the price at which the New Common Stock may trade. The Debtors have not attempted to make any such estimate in connection with the development of the Plans. No assurance can be given as to the market prices that will prevail following the Effective Date. After the issuance of the New Senior Notes pursuant to the Plans, there can be no assurance that an active trading market will develop therefor. Furthermore, there can be no assurance as to the degree of price volatility in any such market. As a result, no assurance can be given that any holder of such securities will be able to sell such securities or as to the price at which any sale may occur. If such market were to exist, such securities could trade at prices higher or lower than the value attributed to such securities hereunder, depending upon many factors, including, without limitation, the prevailing interest rates, markets for similar securities, industry conditions and the performance of, and investor expectations for the Reorganized Debtors. C. CERTAIN BANKRUPTCY LAW CONSIDERATIONS Although the Debtors believe that the Plans will satisfy all requirements necessary for confirmation by the Bankruptcy Court, there can be no assurance that the Bankruptcy Court will reach the same conclusion. Moreover, there can be no assurance that modifications of the Plans will not be required for confirmation or that such modifications would not necessitate the resolicitation of votes. Although the Debtors believe that the Effective Date may occur as soon as eleven (11) days after the entry of the Confirmation Order, there can be no assurance as to such timing or that the conditions precedent to the Effective Date will ever occur. As previously discussed, the Parent Plan contemplates the substantive consolidation of the Consolidated Subsidiaries into Vista Eyecare, Inc., as Reorganized Debtor. Substantive consolidation is an equitable remedy which may be utilized when creditors have dealt with the entities to be substantively consolidated as a single economic unit and when such entities' financial affairs are intertwined. Vista believes that there is a basis in law and fact to support substantive consolidation as is provided for in the Parent Plan. However, it is difficult to predict the outcome of the Bankruptcy Court's determination on this matter with absolute certainty. The failure of the Bankruptcy Court to approve the substantive consolidation as contemplated by the Parent Plan may result in both Plans' not being confirmed and not becoming effective. 58

XVII. CERTAIN TAX CONSEQUENCES OF THE PLANS The following discussion summarizes certain federal income tax consequences expected to result from the consummation of the Plans to holders of Class 5 Claims, including holders of Senior Notes and other General Unsecured Creditors, and to the Debtors. It does not address the federal income tax consequences to holders whose Secured or priority Claims are entitled to reinstatement or payment in full in cash under the Plans. This discussion is based upon the Internal Revenue Code of 1986, as amended (the "Tax Code"), promulgated Treasury regulations, judicial authority, and published administrative rules and pronouncements of the Internal Revenue Service (the "Service") in effect on the date hereof. Changes in, or new interpretations of, such rules may have retroactive effect and could significantly affect the federal income tax consequences described below. The federal income tax consequences of the Plans are complex and are subject to uncertainties. The Debtors have not requested a ruling from the Service nor an opinion of counsel with respect to any of the tax aspects of the Plans. Thus, there can be no assurance that the Service will not take a contrary view, and no ruling from the Service will be sought. In addition, this summary does not address foreign, state, or local tax consequences of the Plans, and it does not purport to address the federal income tax consequences of the Plans to special classes of taxpayer such as foreign corporations, broker-dealers, banks, mutual funds, insurance companies, financial institutions, small business investment companies, regulated investment companies, tax-exempt organizations, certain securities traders, holders who are not citizens or residents of the United States and investors in pass-through entities. This summary is based on the facts as represented as of the date of the Plans and the Disclosure Statement. Any changes in the facts or form of the transactions between the date of summary and the Effective Date of the Plans may require modification of all or part of this summary. There is no responsibility to update this summary for events, transactions, circumstances or changes in any fact or assumptions occurring after this date. Any such changes or interpretations may or may not be retroactive and could affect the tax consequences to holders or the Debtors. It cannot be predicted at this time whether any tax legislation will be enacted or, if enacted, whether any tax law changes contained therein would affect the tax consequences to holders and the Debtors. As noted above, this summary is for general informational purposes only. The tax treatment of a holder may vary depending upon such holder's particular situation. This summary does not address all of the tax consequences that may be relevant to a holder, nor does it address the federal income tax consequences to holders subject to special treatment under the federal income tax laws. EACH HOLDER OF A CLAIM SHOULD CONSULT ITS OWN TAX ADVISOR AS TO THE APPLICABILITY OF THE HEREIN DISCUSSED TAX LAWS AND TAX CONSEQUENCES ASSOCIATED WITH THE IMPLEMENTATION OF THESE PLANS, INCLUDING RELATED STATE, LOCAL AND OTHER TAX CONSEQUENCES, IF ANY. 59

A. CONSEQUENCES TO CREDITORS 1. TAX SECURITIES The federal income tax consequences of the Plans may vary depending upon, among other things, whether the holder's Claim being exchanged constitutes a "security" of the Debtors for federal income tax purposes ("Tax Security"). Given the term Tax Security is not defined in the Tax Code, the test as to whether a debt instrument is a Tax Security involves an overall evaluation of the nature of the debt instrument, with the term of the debt instrument usually regarded as one of the most significant factors. Generally, debt instruments with a term of five years or less will not qualify as Tax Securities, whereas debt instruments with a term of ten years or more generally will qualify as Tax Securities. Under these principles, the New Common Stock should be characterized as Tax Securities. However, the treatment of the Senior Notes and the New Senior Notes as Tax Securities is uncertain given the stated terms of such instruments of less than ten years. Other Class 5 General Unsecured Claims are not likely to be considered Tax Securities. To the extent a Claim holder's receipt of the New Common Stock or New Senior Notes is attributable to accrued, but unrecognized interest, the exchanging holder will recognize current income. 2. CLAIMS AND CONSIDERATION CONSTITUTING TAX SECURITIES In general, each holder of a Claim that constitutes a Tax Security should not recognize any gain or loss upon implementation of the Plans, but may recognize gain (computed as described below in subsection A.3), to the extent of any consideration other than Tax Securities issued by the Debtors in satisfaction of its Claim. Provided the Senior Notes and New Senior Notes qualify as Tax Securities, exchange of Senior Notes for New Senior Notes would appear to qualify as a tax-free recapitalization under Tax Code Section 368(a)(1)(E). The same tax-free treatment would also appear to apply to the exchange of Senior Notes for New Common Stock. The character of any such gain or loss would be determined in accordance with the principles discussed below in subsection A.3. See also Section C below ("Additional Tax Considerations for All Claim Holders"). A holder's tax basis in New Senior Notes and New Common Stock received in satisfaction of a Claim represented by a Tax Security of the Debtors will be such holder's adjusted tax basis in such Claim. A holder that receives Tax Securities of the Debtors and whose exchanged Claim constitutes a Tax Security must apportion its adjusted tax basis in such Claim between the New Senior Notes and the New Common Stock it receives in accordance with their relative fair market values. If a holder of a Claim constituting a Tax Security receives Debtors' obligations that are Tax Securities, such holder may have a tax basis in the new obligations that exceed the stated principal amount of such obligations. In such case, the excess basis may be the subject of 60

an annual offset to interest recognized by the holder under the bond premium amortization rules of the Tax Code. In the case where the holder has basis above the adjusted issue price, the holder may be entitled to exclude from income a portion of any original issue discount ("OID") income on the obligations. See the discussion of the OID rules in subsection A.4 below ("Consequences to Creditors -- Application of OID Rules"). A holder's holding period for New Senior Notes and New Common Stock received in exchange for the Debtors' Tax Securities will include such holder's holding period for the obligations so exchanged, except to the extent the New Senior Notes or New Common Stock were issued in respect of such holder's Claim for accrued, but unrecognized interest. A holder's holding period for New Senior Notes or New Common Stock issued in respect of its Claim for accrued, but unrecognized interest (or in respect of which the holder is otherwise required to recognize gain) will not begin before the day of issuance. 3. CLAIMS OR CONSIDERATION NOT CONSTITUTING TAX SECURITIES If any of the Senior Notes, Other Unsecured Class 5 Claims, or the New Senior Notes are not treated as Tax Securities, all or a portion of the exchange of (i) Senior Notes/Other Unsecured Class 5 Claims for New Senior Notes, or (ii) Senior Notes/Other Unsecured Class 5 Claims for New Common Stock, would constitute a taxable event in which a Claim holder would generally recognize gain or loss in an amount equal to the difference between (a) the "amount realized," i.e., aggregate fair market value of all property received by the Claim holder in exchange for its Claim (other than a Claim for interest), and (b) its adjusted basis in the exchanged debt instruments (exclusive of any basis attributable to accrued, but unrecognized interest). If the Senior Notes were characterized as Tax Securities but the New Senior Notes were not, a holder of Senior Notes would recognize no loss, but would recognize gain upon receipt of New Senior Notes equal to the lesser of (a) the fair market value of such New Senior Notes received in exchange for its Senior Notes, and (b) the total gain realized in the exchange, which amount would equal the difference between the Senior Noteholders' tax basis in its Senior Note and the aggregate fair market value of the New Senior Notes and New Common Stock received in the exchange. The character of any gain or loss recognized (i.e., long-term versus short-term and capital gain versus ordinary income) will be determined by a number of factors, including (1) the tax status of the holder, (2) whether the Claim constitutes a capital asset in the hand of the holder, (3) how long the Claim has been held, (4) whether the Claim was purchased at a discount (in which case the market discount rules of the Tax Code may apply to recharacterize a portion of any gain as ordinary income), and (5) whether and to what extent the holder has previously claimed a bad debt deduction in respect of such Claim. See also Section C below ("Additional Tax Considerations for All Claim Holders"). A holder's tax basis in any New Senior Notes or New Common Stock received in a taxable exchange will be the fair market value thereof included in the holder's amount realized on the exchange. The holding period for the New Senior Notes or New Common Stock so received will not begin before the day of the exchange. 61

4. APPLICATION OF OID RULES Under the Tax Code, a holder of a debt instrument that has original issue discount ("OID") must include a portion of the OID in gross income in each taxable year or portion thereof in which the holder holds the debt instrument, even if the holder has not received a cash payment in respect of such OID. In general, OID is equal to the excess of (i) an instrument's "stated redemption price at maturity" over (ii) its "issue price." The "stated redemption price at maturity" of a debt instrument is the sum of all payments to be made on such instrument, other than certain interest payments, based on a fixed rate payable unconditionally, at fixed periodic intervals of one year or less during the entire term of the instrument. Payment of interest on the New Senior Notes is likely treated as such qualified periodic interest payments. Accordingly, the New Senior Notes may have OID and the holder thereof may be required to include a portion thereof in gross income for each taxable year even if the holder receives no payment during that year. However, the precise amount and timing of inclusions will depend on a number of factors, including whether the New Senior Notes are treated as issued at a discount or at par and accordingly can not be determined until the New Senior Notes are issued. The Debtors will furnish annually to the Service (other than with respect to certain exempt holders) and to holders of New Senior Notes information with respect to the OID accruing while such New Senior Notes are held by such holders. The "issue price" of a debt instrument issued for property (such as an outstanding debt instrument) depends upon the circumstances surrounding its issuance. The issue price of a debt instrument that is publicly traded is generally the fair market value of the debt instrument when issued. The fair market value is generally determined from the price at which such debt instrument trades on the first day of trading. If the new debt instrument is not publicly traded and is issued for property (such as an outstanding debt instrument) that is publicly traded, then the issue price is generally determined from the price at which such property trades on the issue date. Although the matter is not free from doubt, the Debtors expect that the New Senior Notes will constitute publicly traded property for purposes of applying the foregoing rules. Accordingly, the issue price of the New Senior Notes is expected to be their fair market value, as described above. Although the Debtors believe that such fair market value will be the face value of the New Senior Notes, their fair market value will be determined by the actual trading prices at the time the New Senior Notes are issued. If the New Senior Notes are issued at a discount from face value, they would have OID equal to at least the amount of such discount. Treasury regulations provide that a holder acquiring a debt instrument in a reorganization exchange may exclude all of the OID on such debt instrument from such holder's taxable income if it is acquired at a "premium" (i.e., if the adjusted tax basis in the acquired debt instrument exceeds the sum of all payments due on the instrument after the acquisition date, less certain stated interest). 62

B. CONSEQUENCES TO THE DEBTORS The Debtors have reported for federal income tax purposes substantial consolidated net operating loss ("NOL") carryforwards. In addition, the Debtors have substantial tax basis in their assets. As discussed below, certain tax attributes of the Debtors, such as NOLs and tax basis, will be subject to reduction and limitation as a result of implementing the Plans. 1. CANCELLATION OF INDEBTEDNESS AND REDUCTION OF TAX ATTRIBUTES In general, the Tax Code provides that a debtor in a bankruptcy case does not include cancellation of debt income ("COD") in its gross income, but rather must reduce its tax attributes, to the extent it has such attributes to reduce, by the amount of COD that otherwise would have been recognized. The amount of COD is the amount by which the indebtedness discharged exceeds the consideration for which it is exchanged. The Debtors generally will realize COD income to the extent that the sum of (i) cash paid by the Debtors, (ii) the fair market value of New Common Stock, and (iii) the issue price of the New Senior Notes issued by the Debtors and received by holders of Claims is less than the amount of indebtedness discharged. A debtor's tax attributes are generally reduced in the following order until COD is exhausted: NOLs, general business credits, alternative minimum tax credits, capital losses, the tax basis of its assets, credits and foreign tax credits. The tax attributes are reduced only after the debtor's tax liability for the current year is determined (current-year NOLs are reduced before any NOL carryforwards from prior years are reduced). The attribute reduction occurs as of the first day of the succeeding tax year. A debtor's tax basis in its assets will not be reduced below the amount of its liabilities (as defined) outstanding immediately after the COD is recognized. Any COD remaining after exhausting available tax attributes is simply forgiven. As a result of the reduction of the Debtors' indebtedness pursuant to the Plans, the Debtors will suffer attribute reduction. The Debtors believe they will have significant COD. The attribute reduction is expected to reduce its 2001 NOL that otherwise might be available for carryforward to the Debtors. 2. ALTERNATIVE MINIMUM TAX In general, an alternative minimum tax ("AMT") is imposed on a corporation's alternative minimum taxable income ("AMTI") at a 20-percent rate to the extent such tax exceeds the corporation's regular federal income tax. For purposes of computing AMTI, certain tax deductions and other beneficial allowances are modified or eliminated. In particular, even though a corporation otherwise might be able to offset all its taxable income for regular tax purposes by available NOL carryforwards, only 90 percent of AMTI may be offset by available NOL carryforwards (as computed for AMT purposes). Any AMT a corporation pays will generally be allowed as a nonrefundable credit against its regular federal income tax liability in future taxable years when the corporation is no longer subject to AMT. 63

C. ADDITIONAL TAX CONSIDERATIONS FOR ALL CLAIM HOLDERS 1. DISTRIBUTIONS IN DISCHARGE OF ACCRUED INTEREST A Claim holder that receives stock or other property in discharge of a Claim for interest accrued during the period the holder owned such Claim and not previously included in such holder's income will be required to recognize ordinary income equal to the fair market value of the New Senior Notes and/or New Common Stock received in respect of such Claim. A holder generally will recognize a deductible loss (or, possibly, a write-off against a reserve for bad debts) to the extent any accrued interest claimed was previously included in its gross income and is not paid in full by the Debtors. The tax basis of any New Senior Notes and/or New Common Stock received in exchange for Claims for accrued interest will be the fair market value of the New Common Stock on the day of the exchange or issue price of the New Senior Notes, as the case may be. The holding period for such New Senior Notes and New Common Stock will begin the day after the exchange. Under Section 7.9 of both of the Plans, distributions in respect of Allowed Claims will be allocated first to the stated principal amount of such Claims, with any excess allocated to interest. However, there can be no assurance that the Service or the courts will respect the allocation in the Plans for federal income tax purposes. 2. SUBSEQUENT SALE OF NEW SENIOR NOTES OR NEW COMMON STOCK Any gain recognized by a holder upon a subsequent taxable disposition of New Senior Notes or New Common Stock received pursuant to the Plans in satisfaction of a Claim (or any stock or other property received for them in a later tax-free exchange) may be treated as ordinary income to the extent of (i) any bad debt deductions (or additions to a bad debt reserve) previously claimed with respect to its Claim and any ordinary loss deduction incurred upon satisfaction of its Claim, less any income (other than interest income) recognized by the holder upon satisfaction of its Claim, (ii) with respect to a cash-basis holder, any amounts that would have been included in its gross income if the holder's Claim had been satisfied in full but were not included by reason of the cash method of accounting, and (iii) any accrued market discount that is assigned to the New Senior Notes or New Common Stock as discussed in subsection C.3 ("Additional Tax Considerations for All Claim Holders-Market Discount"). 3. MARKET DISCOUNT The Treasury Department is expected to promulgate regulations that will provide that any accrued "market discount" not treated as ordinary income upon a tax-free exchange of market-discount bonds (generally, bonds acquired for less than their issue price) would carry over to any nonrecognition property received in the exchange. If such regulations are promulgated and applicable to the Plans, any accrued but unrecognized market discount on an exchanged Claim that constitutes a Tax Security would carry over to any New Senior Notes or New Common Stock received pursuant to the Plans. Any gain recognized by a holder upon a subsequent disposition of such New Senior Notes or New Common Stock also would be treated as ordinary income to the extent of any accrued market discount not previously included in such holder's income. Holders are urged to consult their tax advisors as to the application of the market discount rules. 64

The foregoing federal income tax summary has been provided for informational purposes only. The tax consequences resulting from confirmation of the Plans can vary greatly among the various Classes of Creditors and Equity Interests, or within each Class. Significant tax consequences may occur under the Tax Code and pursuant to state, local and foreign tax statutes as a result of confirmation of the Plans. Because of the complexity of the transactions contemplated by the Plans, the differences in the nature of issues presented by the Plans, the differences in the nature of the Claims of various Creditors, their taxpayer status and methods of accounting and prior actions taken by Creditors with respect to their Claims, as well as the possibility that events subsequent to the date hereof could change the tax consequences of the transactions, each holder of a Claim or Equity Interest may find it desirable to seek professional tax advice. XVIII. SECURITIES LAWS MATTERS No registration statement will be filed under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to the offer and distribution under the Plans of New Common Stock and New Senior Notes. The Debtors believe that the provisions of Section 1145(a)(1) of the Bankruptcy Code exempt the offer and distribution of the New Common Stock and New Senior Notes to the Debtors' Creditors from federal and state securities registration requirements. Section 1145(a)(1) of the Bankruptcy Code exempts the offer and sale of securities under a plan of reorganization from registration under the Securities Act and state laws if three principal requirements are satisfied: (a) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, of an affiliate participating in a joint plan with the debtor or of a successor to the debtor under the plan, (b) the recipients of the securities must each hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (c) the securities must be issued entirely in exchange for the recipient's claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Debtors believe that the offer and sale of the New Common Stock and New Senior Notes under the Plans satisfy the requirements of Section 1145(a)(1) of the Bankruptcy Code and are, therefore, exempt from registration under the Securities Act and state securities laws. XIX. CONCLUSION The primary purpose of this Disclosure Statement is to provide adequate information regarding both Plans to Creditors and stockholders pursuant to Section 1125 of the Bankruptcy Code. Each Creditor and stockholder should consult with its own legal, tax, and financial advisor to the extent deemed necessary in order to evaluate the effect of the Plans on each of them. 65

As explained more fully hereinabove, before the Plans may be confirmed, the Bankruptcy Court must find that the criteria set forth in the Bankruptcy Code have been met, including the requirement that each Plan be accepted by an Impaired Class. The Debtors believe that the Plans are in the best interests of holders of Claims against the Debtors and holders of Equity Interests in the Debtors, and, accordingly, THE DEBTORS RECOMMEND THAT YOU VOTE TO ACCEPT THE PLANS. All holders of Claims against the Debtors are urged to vote to accept the Plans and to evidence such acceptance by returning their Ballots so that they will be received by May 14, 2001. 66

Respectfully submitted, this the 13th day of April, 2001. VISTA EYECARE, INC. /s/ Mitchell Goodman ----------------------------------- By: Mitchell Goodman Its: Senior Vice President, General Counsel, and Secretary INTERNATIONAL VISION ASSOCIATES, LTD. /s/ Mitchell Goodman ----------------------------------- By: Mitchell Goodman Its: Vice President NVAL HEALTHCARE SYSTEMS, INC. /s/ Mitchell Goodman ----------------------------------- By: Mitchell Goodman Its: Vice President VISTA OPTICAL EXPRESS, INC. /s/ Mitchell Goodman ----------------------------------- By: Mitchell Goodman Its: Vice President FRAME-N-LENS OPTICAL, INC. /s/ Mitchell Goodman ----------------------------------- By: Mitchell Goodman Its: Vice President (Signatures continued on next page)

NEW WEST EYEWORKS, INC. /s/ Mitchell Goodman ----------------------------------- By: Mitchell Goodman Its: Vice President FAMILY VISION CENTERS, INC. /s/ Mitchell Goodman ----------------------------------- By: Mitchell Goodman Its: Vice President VISION ADMINISTRATORS, INC. /s/ Mitchell Goodman ----------------------------------- By: Mitchell Goodman Its: Vice President ALEXIS HOLDING COMPANY, INC. /s/ Mitchell Goodman ----------------------------------- By: Mitchell Goodman Its: Vice President VISTA EYECARE NETWORK, LLC /s/ Mitchell Goodman ----------------------------------- By: Mitchell Goodman Its: Vice President (Signatures continued on next page)

(Signatures continued from preceding page) MIDWEST VISION, INC. /s/ Mitchell Goodman ----------------------------------- By: Mitchell Goodman Its: Vice President

EXHIBIT A PARENT PLAN OF REORGANIZATION

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION IN RE: : CASE NOS. 00-65214 TO 00-65224 : VISTA EYECARE, INC., F/K/A NATIONAL : CHAPTER 11 VISION ASSOCIATES, LTD., ET AL., : : JUDGE JAMES E. MASSEY : DEBTORS. : JOINTLY ADMINISTERED : FIRST AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11, TITLE 11, UNITED STATES CODE, FILED BY VISTA EYECARE, INC. AND CERTAIN OF ITS DEBTOR SUBSIDIARIES ------------------------------------------------------------------- KILPATRICK STOCKTON LLP Dennis S. Meir Joel B. Piassick Michael D. Langford 1100 Peachtree Street Atlanta, Georgia 30309-4530 Telephone: (404) 815-6500 Attorneys for the Debtors

TABLE OF CONTENTS ----------------- Page ---- ARTICLE I. INTRODUCTION.................................................................................1 ARTICLE II. DEFINITIONS..................................................................................1 ARTICLE III. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS................................................9 ARTICLE IV. TREATMENT OF UNCLASSIFIED ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS.....................10 Section 4.1. Administrative Claims......................................................................10 Section 4.2. Professional and Committee Member Compensation And Reimbursement Claims....................10 Section 4.3. Priority Tax Claims........................................................................11 ARTICLE V. TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS, IMPAIRMENT, VOTING, AND CRAMDOWN....................................................................................11 Section 5.1. Class 1 - Other Priority Claims............................................................11 Section 5.2. Class 2 - DIP Financing Claims.............................................................12 Section 5.3. Class 3 - Other Secured Claims.............................................................12 Section 5.4. Class 4 - Convenience Claims...............................................................13 Section 5.5. Class 5 - General Unsecured Claims.........................................................13 Section 5.6. Class 6 - Late Claims and Subordinated Claims..............................................14 Section 5.7. Class 7 - Intercompany Claims..............................................................14 Section 5.8. Class 8 - Equity Interests.................................................................14 Section 5.9. Impaired and Unimpaired Classes............................................................15 Section 5.10. Classes Entitled to Vote..................................................................15 Section 5.11. Class Acceptance Requirements.............................................................15 Section 5.12. 11 U.S.C. Section 1129....................................................................15 Section 5.13. Separate Voting by Holders of Claims Against Each Debtor..................................15 ARTICLE VI. IMPLEMENTATION OF THE PLAN..................................................................15 Section 6.1. Substantive Consolidation..................................................................15 Section 6.2. Directors and Officers of the Reorganized Debtor...........................................16 Section 6.3. Securities to Be Issued Pursuant to the Plan...............................................16 Section 6.4. Reorganized Debtor's Incentive Plan........................................................17 Section 6.5. Cancellation and Surrender of Existing Securities and Agreements...........................17 Section 6.6. Applicability of Section 1125 of the Bankruptcy Code.......................................17 Section 6.7. Bankruptcy Code Section 1145 Exemption.....................................................17 ARTICLE VII. PROVISIONS GOVERNING DISTRIBUTIONS..........................................................17 Section 7.1. Delivery of Distributions..................................................................17 Section 7.2. Effective Date Distribution................................................................18 (i)

Section 7.3. Disputed Claims Reserve....................................................................18 Section 7.4. Distributions on Subsequent Distribution Dates.............................................19 Section 7.5. Distributions on the Final Distribution Date...............................................19 Section 7.6. Fractional Notes and Fractional Shares.....................................................20 Section 7.7. Record Date for Distribution...............................................................20 Section 7.8. Indenture Trustee's Fees and Expenses Regarding Distributions..............................20 Section 7.9. Allocation of Consideration................................................................21 Section 7.10. Condition Precedent to Receiving Distribution.............................................21 Section 7.11. No Distribution Pending Resolution of Objections..........................................21 Section 7.12. Effect of Section 502(d) on the Right to Distributions....................................21 Section 7.13. Treatment of Contingent, Unliquidated, and Undetermined Claims............................21 Section 7.14. Preconfirmation Distributions.............................................................22 Section 7.15. Undeliverable Distributions...............................................................22 Section 7.16. Unclaimed Distributions...................................................................22 ARTICLE VIII. PROVISIONS GOVERNING OBJECTIONS TO AND RESOLUTION OF CLAIMS.................................22 Section 8.1. Objections To And Resolution of Claims.....................................................22 Section 8.2. Amendments to Schedules and Claim Objections...............................................23 Section 8.3. Disallowance of Postpetition Interest, Penalties, Fees, and Other Accruals.................23 Section 8.4. Administrative, Priority, and Convenience Claims Reserve...................................23 Section 8.5. Allowance of Disputed Administrative, Priority, and Convenience Claims.....................24 Section 8.6. Estimation.................................................................................24 ARTICLE IX. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.......................................24 Section 9.1. Assumption and Rejection of Contracts and Leases...........................................24 Section 9.2. Rejection Claims and Bar Date..............................................................25 Section 9.3. Cure of Defaults Under Assumed Contracts and Leases........................................25 Section 9.4. Various Employment Agreements and Benefit Plans............................................25 Section 9.5. Insurance Policies.........................................................................26 ARTICLE X. CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE...............................................26 Section 10.1. Conditions Precedent to Plan Confirmation.................................................26 Section 10.2. Conditions Precedent to Effective Date of the Plan........................................26 Section 10.3. Waiver of Conditions......................................................................26 ARTICLE XI. EFFECTS OF PLAN CONFIRMATION................................................................27 Section 11.1. Discharge.................................................................................27 Section 11.2. Vesting...................................................................................27 Section 11.3. Injunction................................................................................27 Section 11.4. Releases..................................................................................28 (ii)

Section 11.5. Exculpation of Released Parties...........................................................28 Section 11.6. Term of Bankruptcy Injunction or Stay.....................................................28 Section 11.7. Preservation of Insurance.................................................................28 Section 11.8. Officers' and Directors' Indemnification Rights and Insurance.............................28 Section 11.9. Binding Effect of the Plan................................................................29 ARTICLE XII. PLAN MODIFICATION...........................................................................29 ARTICLE XIII. RETENTION OF JURISDICTION...................................................................29 ARTICLE XIV. MISCELLANEOUS PROVISIONS....................................................................30 Section 14.1. Post-Confirmation U.S. Trustee Fees.......................................................30 Section 14.2. Dissolution of the Committee..............................................................30 Section 14.3. Governing Law.............................................................................31 Section 14.4. Filing or Execution of Additional Documents...............................................31 Section 14.5. Execution of Documents....................................................................31 Section 14.6. Withholding and Reporting Requirements....................................................31 Section 14.7. Exemption from Transfer Taxes.............................................................31 Section 14.8. Notices...................................................................................31 Section 14.9. Effectiveness of Prior Orders.............................................................32 Section 14.10. Preservation of Debtors' Claims, Demands and Causes of Action............................32 Section 14.11. Setoffs..................................................................................32 Section 14.12. Compromise of Claims and Controversies...................................................32 Section 14.13. Unclaimed or Abandoned Property..........................................................33 Section 14.14. Headings.................................................................................33 Section 14.15. Severability.............................................................................33 Section 14.16. Business Day.............................................................................33 Section 14.17. Exhibits and Schedules...................................................................33 Section 14.18. Conflict.................................................................................33 (iii)

ARTICLE I. INTRODUCTION Vista Eyecare, Inc., f/k/a National Vision Associates, Ltd., and certain of its debtor subsidiaries, specifically, International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc.; debtors in possession in the above-referenced Chapter 11 Cases (collectively referred to hereinafter as the "Debtors"), propose the following First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries (the "Plan"). The Debtors commenced these cases by filing voluntary Chapter 11 petitions with the Bankruptcy Court on April 5, 2000. The Debtors have operated as debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code since the Chapter 11 filings. ARTICLE II. DEFINITIONS The following terms, when used in this Plan, shall have the following respective meanings unless the context otherwise requires: "Administrative Claim" shall mean any Claim for payment of any cost or expense of administration in connection with the Chapter 11 Cases entitled to priority under Sections 503(b), 507(a)(1), or 365(d)(3) of the Bankruptcy Code, including but not limited to, any actual and necessary expense of preserving the Estates of the Debtors, or any of them, any indebtedness, liability, responsibility, or obligation which arose or was incurred or assumed by the Debtors, or any of them, as Debtors in Possession in connection with the conduct of their business or otherwise, or any Claim which arose out of the conduct or activities of the Debtors, or any of them, subsequent to the Petition Date and prior to the Confirmation Date, including, without limitation, all professional compensation and expense reimbursement approved and Allowed by the Bankruptcy Court, any costs of making distributions and providing notices and Ballots with respect to the Plan, and all fees and charges assessed against the Estates pursuant to Section 1930, Title 28, United States Code. Administrative Claims shall not include DIP Financing Claims. "Administrative Claim Bar Date" shall mean the last date established for filing Administrative Claims, as ordered by the Bankruptcy Court. "Administrative, Priority, and Convenience Claims Reserve" has the meaning assigned to such term in Section 8.4 of the Plan. "Affiliate" has the meaning set forth in 11 U.S.C. Section 101(2). "Allowed," with reference to any Claim (except an Administrative Claim), means (a) any Claim against the Debtors, or any of them, that has been or hereafter is listed by any of the Debtors on their Schedules (as such may be amended from time to time in accordance with Bankruptcy Rule 1009) as liquidated in amount and is not listed as disputed, contingent, or unliquidated and for which no proof of claim is filed on or prior to the Bar Date; (b) any Claim 1

against any of the Debtors, proof of which was filed on or before the Bar Date and which is not (i) Disputed within the applicable period of limitation fixed by this Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, (ii) Contingent, (iii) unliquidated, or (iv) filed in an undetermined or unspecified amount; or (c) any Claim against any of the Debtors, the amount or existence of which, if Disputed, has been allowed for purposes of distribution by Final Order of the Bankruptcy Court, but only to the extent of such allowance. Any Claims allowed solely for the purpose of voting on the Plan pursuant to an order of the Bankruptcy Court shall not be considered as "Allowed" for purposes of this definition. Except as otherwise provided in the Plan, with reference to an Administrative Claim, "Allowed" means approval by Final Order, after notice and a hearing pursuant to Section 503(b) of the Bankruptcy Code, of a request for payment of an Administrative Claim. "Available Notes" shall mean all New Senior Notes to be distributed to holders of Allowed General Unsecured Claims, less the number of New Senior Notes deposited into the Disputed Claims Reserve. "Available Shares" shall mean all shares of New Common Stock to be distributed to the holders of Allowed General Unsecured Claims, less the number of shares of New Common Stock deposited into the Disputed Claims Reserve. "Ballots" shall mean each of the ballot forms distributed with the Disclosure Statement to each holder of an Impaired Claim (other than to holders not entitled to vote on the Plan) upon which is to be indicated, among other things, acceptance or rejection of the Plan. "Bankruptcy Code" shall mean 11 U.S.C. Sections 101 et. seq., as now in effect or hereafter amended with retroactive applicability to these Chapter 11 Cases. "Bankruptcy Court" shall mean the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division. "Bankruptcy Rules" shall mean the Federal Rules of Bankruptcy Procedure, as prescribed by the United States Supreme Court, and local rules of the Bankruptcy Court, as the context may require, as now in effect or hereafter amended with retroactive applicability to these Chapter 11 Cases. "Bar Date" shall mean the last date for filing Claims, established as December 15, 2000, for these Chapter 11 Cases, as ordered by the Bankruptcy Court pursuant to that certain Order and Notice Fixing Time for Filing Proofs of Claim, entered October 13, 2000, or such later date as may be established, pursuant to Bankruptcy Rules 3003(c)(3) and 3002(c)(4), by order of the Bankruptcy Court with respect to Claims related to the rejection of executory contracts and unexpired leases occurring after December 15, 2000. The Bar Date for unexpired leases and executory contracts that are deemed rejected pursuant to Section 9.1 of this Plan shall be thirty (30) days after entry of the Confirmation Order, as provided for in Section 9.2 of this Plan. 2

"Business Day" shall mean any day except Saturday, Sunday, or any other day on which commercial banks are authorized by law in the State of Georgia to close, or any day designated in Bankruptcy Rule 9006(a) as a "legal holiday." "Cash" shall mean cash and cash equivalents. "Chapter 11 Cases" shall mean the Chapter 11 cases commenced by Vista Eyecare, Inc. and its Debtor Subsidiaries, being styled, IN RE: VISTA EYECARE, INC., ET AL., Chapter 11 Case Nos. 00-65214 to 00-65224, Jointly Administered, Judge James E. Massey, currently pending in the Bankruptcy Court. "Claim," as against the Debtors, or any of them, shall mean a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or the right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. "Class" shall mean a group of Claims or Equity Interests which are substantially similar to each other as classified pursuant to the Plan. "Collateral" means any property or interest in property of the Estates of any of the Debtors subject to a Lien that secures, in whole or in part, whether by agreement, statute, or judicial decree, the payment of a Claim. "Committee" means the Official Committee of Unsecured Creditors appointed by the United States Trustee in the Debtors' Chapter 11 Cases, as constituted from time to time. "Confirmation Date" shall mean the date on which the Bankruptcy Court enters the Confirmation Order. "Confirmation Hearing" means the hearing to consider confirmation of the Plan pursuant to Section 1128 of the Bankruptcy Code, as it may be adjourned or continued from time to time. "Confirmation Order" shall mean the order of the Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code. "Consolidated Subsidiaries" shall mean International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. "Contingent," with reference to a Claim, means a Claim that has not accrued and that is dependent on a future event that may or may not occur. 3

"Convenience Claim" means and includes any Claim which would otherwise be a General Unsecured Claim that (i) is Allowed in an amount of $1,500 or less and (ii) is Allowed in the amount of greater than $1,500 but which is reduced to $1,500 by the election of the holder thereof pursuant to the holder's Ballot. "Creditor" shall mean a Person that has a Claim against any of the Debtors that arose at the time of or before the Petition Date; or a Person that has a Claim against the Estate of any of the Debtors of a kind specified in Sections 502(g), 502(h), or 502(i) of the Bankruptcy Code. "Debt" means liability on a Claim. "Debtor Subsidiaries" shall mean Frame-n-Lens Optical, Inc., Midwest Vision, Inc., New West Eyeworks, Inc., Family Vision Centers, Inc.; Vision Administrators, Inc.; Alexis Holding Company, Inc.; Vista Eyecare Network, LLC; International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. "Debtors" shall mean Vista Eyecare, Inc., f/k/a National Vision Associates, Ltd.; International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. "Debtors in Possession" shall mean the Debtors in their capacity as debtors in possession in the Chapter 11 Cases pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. "DIP Credit Facility" means that certain $25,000,000 Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement, dated as of April 6, 2000, by and among Vista Eyecare, Inc., the Debtor Subsidiaries, and Foothill Capital Corporation, as it may be amended from time to time. "DIP Financing Claims" shall mean all Claims arising under or relating to the DIP Credit Facility and all agreements and instruments relating thereto. "Disclosure Statement" means the First Amended Disclosure Statement to Accompany First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries and First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of Their Debtor Subsidiaries, as approved by the Bankruptcy Court pursuant to Section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017 in connection with this Plan, as such disclosure statement may be modified, amended, or supplemented from time to time, together with all exhibits, schedules, addenda, or other attachments, if any. 4

"Disputed," with reference to a Claim, means (a) any Claim, proof of which was not timely or properly filed and which has been or hereafter is listed on the Schedules of any of the Debtors as unliquidated, disputed, or contingent, or is not listed on the Schedules; (b) any Claim as to which the Debtors, the Committee, or any other party in interest has filed an objection, action to equitably subordinate or otherwise limit recovery thereof, or request for estimation on or prior to the applicable limitation period for objections fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, except to the extent that such objection, equitable subordination action, or request for estimation is withdrawn or determined by a Final Order in favor of the holder of such Claim; or (c) any Contingent Claim or any Claim which is unliquidated or filed in an undetermined or unspecified amount. A Claim that is "Disputed" under subsection (b) of the definition shall cease to be a Disputed Claim upon the withdrawal of such objection, equitable subordination action, or request for estimation or a determination thereon by a Final Order in favor of the holder of such Claim but only to the extent such Claim is Allowed. "Disputed Claims Reserve" means any New Senior Notes and shares of New Common Stock issued to the New Notes Indenture Trustee and the Transfer Agent, respectively, for distribution to holders of Disputed Claims on Subsequent Distribution Dates and the Final Distribution Date pursuant to Section 7.3 of the Plan, if and when such Claims are Allowed. "Effective Date" shall be the later of (a) a Business Day determined by the Debtors, not earlier than 5 days nor later than 15 days, after the entry of the Confirmation Order, or (b) the first Business Day on which all of the conditions specified in Sections 10.1 and 10.2 of the Plan have either been satisfied or waived in accordance with Section 10.3 of the Plan. "Equity Interest" or "Interest" means (a) a share in any of the Debtors, whether or not transferable or denominated "stock" or a similar security; (b) interest of a limited partner in a limited partnership or limited liability company; or (b) an option, a warrant, or a right, other than a right to convert, to purchase, sell, or subscribe to a share, security, or interest of a kind specified in subparagraph (a) of this paragraph. "Estates" shall mean the estates created in these Chapter 11 Cases pursuant to Section 541 of the Bankruptcy Code. "Final Distribution Date" means the date on which the Reorganized Debtor makes or causes to be made a final distribution pursuant to Section 7.5 of this Plan. The Final Distribution Date shall be a date, as determined by the Reorganized Debtor, after resolution of all Disputed Claims. "Final Order" shall mean an order or judgment of a court of competent jurisdiction as entered on its docket that has not been reversed, stayed pursuant to Bankruptcy Rule 8005 or any other applicable rule of civil or appellate procedure, modified, or amended, and as to which the time to appeal, petition for certiorari, or seek reargument or rehearing has expired, and as to which no notice of appeal, petition for certiorari, or motion for reargument or 5

rehearing was timely filed, or as to which any right to appeal, petition for certiorari, or seek reargument or rehearing has been waived in writing in a manner satisfactory to the Reorganized Debtor, or, if a notice of appeal, petition for certiorari, motion for reargument or rehearing was timely filed, the order or judgment has been affirmed by the highest court to which the order or judgment was appealed or from which the reargument or rehearing was sought, or certiorari has been denied, and the time to file any further appeal or to petition for certiorari or to seek further reargument or rehearing has expired. "FNL" means Frame-n-Lens Optical, Inc. "General Unsecured Claim" shall mean an Unsecured Claim that is not entitled to priority under Section 507(a) of the Bankruptcy Code. "Impaired" means, when used with reference to a Claim, a Claim that is impaired within the meaning of Section 1124 of the Bankruptcy Code. "Indenture Trustee" means, with respect to the Senior Note Indenture, State Street Bank and Trust Company, in its capacity as trustee under such indenture. "Intercompany Claim" means any Claim held by any Debtor or Affiliate against any other Debtor or Affiliate. "Late Claim" means any Claim filed after the Bar Date applicable to that Claim. "Lien" means charge against or interest in property to secure payment of a Debt or performance of an obligation. "Midwest" means Midwest Vision, Inc. "New Common Stock" means shares of common stock, par value $0.01 per share, of the Reorganized Debtor, authorized pursuant to the certificate of incorporation of the Reorganized Debtor. "New Notes Indenture" means the indenture between the Reorganized Debtor, as issuer, and the New Notes Indenture Trustee, pursuant to which the New Senior Notes will be issued. "New Notes Indenture Trustee" means the bank or trust company that will serve as trustee under the New Notes Indenture. "New Senior Notes" shall mean up to $120 million in promissory notes authorized and to be issued pursuant to the Plan and the Subsidiaries' Plan and the New Notes Indenture, on the terms and subject to the conditions described in Exhibit "A" attached hereto. 6

"New West" means New West Eyeworks, Inc. "Other Priority Claim" shall mean Claims entitled to priority pursuant to Section 507(a) of the Bankruptcy Code (other than Administrative Claims and Priority Tax Claims), including, without limitation, certain Allowed employee compensation Claims of the Debtors' employees incurred within ninety (90) days prior to the Petition Date, as described in Section 507(a)(3) of the Bankruptcy Code, and certain Claims for contributions to an employee benefit plan arising from services rendered within one hundred eighty (180) days prior to the Petition Date, as described in Section 507(a)(4) of the Bankruptcy Code. "Other Secured Claim" shall mean any Claim, other than the DIP Financing Claims, to the extent reflected in the Schedules or a proof of claim filed as a Secured Claim, which is secured by a Lien on Collateral to the extent of the value of such Collateral, as determined in accordance with Section 506(a) of the Bankruptcy Code, or, in the event that such Claim is subject to setoff under Section 553 of the Bankruptcy Code, to the extent of such setoff. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a joint venture, an estate, a trust, an unincorporated organization, the U.S. Trustee, or a government or any particular subdivision thereof, or other entity. "Petition Date" shall mean April 5, 2000, the date on which the Debtors filed their Chapter 11 petitions with the Bankruptcy Court commencing the Chapter 11 Cases. "Plan" shall mean this First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries, in its present form or as it may be modified, amended, or supplemented from time to time, together with all exhibits, schedules, addenda, or other attachments, if any. "Priority Tax Claim" means any Unsecured Claim held by a governmental unit entitled to priority in right of payment pursuant to Section 507(a)(8) of the Bankruptcy Code. "Pro Rata" shall mean, at any time, the same proportion that the amount of a Claim in a particular Class bears to the aggregate amount of all Claims (including Disputed Claims) in such Class. "Released Parties" shall have the meaning assigned to such term in Section 11.4 of the Plan. "Reorganized Debtor" shall mean the Debtors, substantively consolidated with and into Vista Eyecare, Inc. (to be renamed National Vision Associates Inc. or such other name as may be designated by the Debtors) by the Bankruptcy Court on and after the Effective Date, as described in Section 6.1 of the Plan, which entity shall be, and the Confirmation Order shall so provide, the successor to the Debtors, and each of them, for all purposes. 7

"Schedules" shall mean the schedules of assets and liabilities filed by the Debtors with the Bankruptcy Court pursuant to Section 521(1) of the Bankruptcy Code as they have been or may be amended or supplemented from time to time in accordance with Bankruptcy Rule 1009. "Secured Claim" shall mean a Claim which is a secured claim as defined in Section 506 of the Bankruptcy Code. "Senior Note Claims" shall mean all Claims directly or indirectly arising from or under or related in any way to the Senior Note Indenture, the Senior Notes, and any of the documents, instruments, and agreements relating thereto, as amended, supplemented, or modified. "Senior Note Indenture" means that certain Indenture, dated as of October 8, 1998, between National Vision Associates, Ltd., now known as Vista Eyecare, Inc., as issuer; each of the Debtor Subsidiaries (with the exception of Vista Optical Express, Inc.), and nondebtors International Vision Associates of Ontario, Ltd. and International Vision Associates of Canada, Ltd., as guarantors; and State Street Bank and Trust Company, as Indenture Trustee, pursuant to which the Senior Notes were issued, together with any amendments or supplements thereto. "Senior Noteholders" shall mean the holders of the Senior Notes. "Senior Notes" shall mean the $125,000,000 12 3/4% Senior Notes, due 2005, of National Vision Associates, Ltd., now known as Vista Eyecare, Inc., issued and outstanding pursuant to the Senior Note Indenture, together with any amendments or supplements thereto. "Subordinated Claim" means any Claim (a) payment of which is subordinated in right of treatment or payment to other Claims under an agreement enforceable under applicable non-bankruptcy law, but only to the extent provided in such agreement, (b) for reimbursement or contribution of an entity that is liable with the Debtors, or any of them, on another Creditor's Allowed Claim unless and until such Claim is paid in full; or (c) subordinated in right of treatment or payment pursuant to Sections 509(c) or 510 of the Bankruptcy Code. "Subsequent Distribution" means any distribution of Available Shares or Available Notes made to the holders of Allowed General Unsecured Claims on a Subsequent Distribution Date in accordance with Section 7.4 of the Plan. "Subsequent Distribution Date" means any date, as determined by the Reorganized Debtor, which is after the Effective Date and prior to the Final Distribution Date on which a distribution of Available Shares or Available Notes is made to holders of Allowed General Unsecured Claims in accordance with Section 7.4 of the Plan. 8

"Subsidiaries' Plan" means the First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of Their Debtor Subsidiaries. "Transfer Agent" means the transfer agent for the New Common Stock. "Unsecured Claim" shall mean a Claim for which no property of any of the Debtors' Estates serves as security or Collateral. "U.S. Trustee" shall mean the United States Trustee appointed pursuant to Section 581, Title 28, United States Code, to serve in the Northern District of Georgia. "Vista" means Vista Eyecare, Inc. In addition to the definitions set forth hereinabove, and insofar as not inconsistent or in conflict with said definitions, the words in this Plan (whether capitalized or not) shall have the meanings ascribed thereto by the Bankruptcy Code and the Bankruptcy Rules. As used in this Plan, masculine pronouns shall be deemed to include the feminine and neuter, and all terms used in the singular shall include the plural and vice versa. The words "herein," "hereof," and "hereunder" and any other words of similar import refer to the Plan as a whole, including all exhibits attached to this Plan, as the same may from time to time be amended or supplemented, and not to any particular article, section, or subdivision contained in the Plan. ARTICLE III. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified for purposes of voting or receiving distributions under the Plan. Instead, all such Claims are treated as unclassified Claims on the terms set forth in Article IV of the Plan. All other Claims against and Equity Interests in the Debtors are placed in the Classes set forth below. A Claim is in a particular Class only to the extent that the Claim qualifies within the description of that Class, and (unless otherwise noted herein) is in a different Class to the extent that the remainder of the Claim qualifies within the description of some other Class. A Claim is also placed in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and such Claim has not been paid, released, or otherwise settled prior to the Effective Date. The Classes of Claims of Creditors and holders of Equity Interests under this Plan are as follows: Class 1 consists of all Other Priority Claims. Class 2 consists of all DIP Financing Claims. Class 3 consists of all Other Secured Claims. 9

Class 4 consists of all Convenience Claims. Convenience Claims are classified only in Class 4 of this Plan and shall not receive treatment under any other Classes. Class 5 consists of all General Unsecured Claims, excluding any Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims. Class 6 consists of all Late Claims and Subordinated Claims. Such Claims are classified only in Class 6 of the Plan and shall not receive treatment under any other Classes. Class 7 consists of all Intercompany Claims. Intercompany Claims are classified only in Class 7 of this Plan and shall not receive treatment under any other Classes. Class 8 consists of all Equity Interests. ARTICLE IV. TREATMENT OF UNCLASSIFIED ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS SECTION 4.1. ADMINISTRATIVE CLAIMS. Except to the extent that any entity entitled to payment of any Allowed Administrative Claim agrees to a different treatment, each holder of an Allowed Administrative Claim shall receive (a) Cash in an amount equal to such Allowed Administrative Claim on the later of the Effective Date and the date such Administrative Claim becomes an Allowed Administrative Claim, or as soon after allowance as is practicable, or (b) such other treatment as the Debtors or the Reorganized Debtor and such holder shall have agreed upon in writing. Before payment by the Debtors of an Administrative Claim, a Person asserting an Administrative Claim must comply with the requisites of Section 503 of the Bankruptcy Code; provided however, no request for payment shall be required with respect to Administrative Claims that have been incurred prior to the Confirmation Date, the obligation of which is liquidated and non-contingent and was incurred by any of the Debtors in the ordinary course of their business and the administration of their respective Estates prior to the Confirmation Date. With respect to all other Administrative Claims, a request for payment must be filed by the claimant with the Bankruptcy Court on or prior to the Administrative Claim Bar Date established by the Bankruptcy Court or such claim shall be disallowed and forever barred, with the exception of fees and other charges and expenses of professionals of the Debtors and the Committee employed under Sections 327, 328, and 1103 of the Bankruptcy Code and members of the Committee for their expenses incurred in service on the Committee, which are dealt with in the next paragraph. SECTION 4.2. PROFESSIONAL AND COMMITTEE MEMBER COMPENSATION AND REIMBURSEMENT CLAIMS. All professionals of the Debtors and the Committee and members of the Committee seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred through and including the Effective Date (a) shall file with the Bankruptcy Court their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred through the Effective Date by the date that is 60 days after the Effective Date or such other date as may be fixed by the Bankruptcy Court and (b) if granted, such an award by the 10

Bankruptcy Court shall be paid in full in such amounts as are awarded by the Bankruptcy Court (i) on the date such Administrative Claim becomes an Allowed Administrative Claim, or as soon after allowance as is practicable or (ii) upon such other terms as may be mutually agreed upon between such holder of an Administrative Claim and the Debtors in Possession or, on and after the Effective Date, the Reorganized Debtor. All professional fees and expenses incurred by the Debtors or the Reorganized Debtor after the Effective Date shall be paid in the ordinary course of business of the Debtors or the Reorganized Debtor, without the need for filing a fee application. The Bankruptcy Court shall retain jurisdiction to resolve any dispute with respect to the payment of any such fees or expenses upon application by the affected professional. SECTION 4.3. PRIORITY TAX CLAIMS. Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, each holder of an Allowed Priority Tax Claim shall receive, at the sole option of the Reorganized Debtor, in full and final satisfaction of such Claim: (a) Cash in an amount equal to such Allowed Priority Tax Claim on the later of the Effective Date and the date such Priority Tax Claim becomes an Allowed Priority Tax Claim, or as soon after allowance as is practicable, or (b) over a period through the sixth anniversary of the date of assessment of such Allowed Priority Tax Claim, equal annual Cash payments in an aggregate amount equal to such Allowed Priority Tax Claim, together with interest (i) with respect to federal taxes, at a fixed annual rate equal to the federal statutory rate as provided in 26 U.S.C. Section 6621; and (ii) with respect to state and city taxes, at the rate applicable under state or local law. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of FNL, Midwest, or New West, or any of their subsidiaries, arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Subsidiaries' Plan. ARTICLE V. TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS, IMPAIRMENT, VOTING, AND CRAMDOWN SECTION 5.1. CLASS 1 - OTHER PRIORITY CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Other Priority Claim shall have agreed in writing to a less favorable treatment, each holder of an Allowed Other Priority Claim shall receive payment in an amount equal to such Allowed Claim in full in Cash on the later of (i) the Effective Date and (ii) the date when such Other Priority Claim becomes an Allowed Claim, or as soon after allowance as is practicable, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of FNL, Midwest, or New West, or any of their subsidiaries, arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Subsidiaries' Plan. 11

(b) Impairment and Voting. Class 1 is unimpaired under the Plan. Holders of Allowed Claims in Class 1 are presumed to accept the Plan and are not entitled to vote to accept or reject the Plan. SECTION 5.2. CLASS 2 - DIP FINANCING CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Claim in this Class shall have agreed in writing to a less favorable treatment, on the Effective Date of the Subsidiaries' Plan, each holder of a DIP Financing Claim shall receive payment in full in Cash, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of FNL, Midwest, or New West, or any of their subsidiaries, arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Subsidiaries' Plan. (b) Impairment and Voting. Class 2 is unimpaired under the Plan. Each holder of a DIP Financing Claim is presumed to accept the Plan and is not entitled to vote to accept or reject the Plan. SECTION 5.3. CLASS 3 - OTHER SECURED CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Other Secured Claim shall have agreed in writing to a less favorable treatment, at the sole option of the Debtors, (i) each Allowed Other Secured Claim shall be reinstated and rendered unimpaired in accordance with Section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable nonbankruptcy law that entitles the holder of an Allowed Other Secured Claim to demand or receive payment of such Allowed Other Secured Claim prior to the stated maturity of such Allowed Other Secured Claim from and after the occurrence of a default, (ii) each holder of an Allowed Other Secured Claim shall receive Cash in an amount equal to such Allowed Other Secured Claim, including any interest on such Allowed Other Secured Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, on the later of the Effective Date and the date such Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon after allowance as is practicable, or (iii) each holder of an Allowed Other Secured Claim shall receive the Collateral securing its Allowed Other Secured Claim and any interest on such Allowed Other Secured Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, in full and complete satisfaction of such Allowed Other Secured Claim on the later of the Effective Date and the date such Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon after allowance as is practicable, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of FNL, Midwest, or New West, or any of their subsidiaries, arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Subsidiaries' Plan. 12

(b) Impairment and Voting. Class 3 is unimpaired under the Plan. The holders of Allowed Claims in Class 3 are presumed to accept the Plan and are not entitled to vote to accept or reject the Plan. SECTION 5.4. CLASS 4 - CONVENIENCE CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Claim in this Class shall have agreed in writing to a less favorable treatment, each holder of an Allowed Convenience Claim in Class 4 shall receive Cash in an amount equal to 75% of such Allowed Convenience Claim on the later of (i) the Effective Date, or (ii) 30 days after the date on which such Claim becomes an Allowed Convenience Claim, or as soon after allowance as is practicable, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of FNL, Midwest, or New West, or any of their subsidiaries, arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Subsidiaries' Plan. (b) Impairment and Voting. Class 4 is Impaired under the Plan. The holders of Allowed Convenience Claims in Class 4 are entitled to vote to accept or reject the Plan. (c) Election to be Treated as a Convenience Claim. By checking the appropriate box on a timely cast Ballot, the holder of an Allowed General Unsecured Claim in an amount greater than $1,500 may elect to reduce the amount of its Allowed General Unsecured Claim to $1,500 and to receive a distribution upon such Allowed Class 4 Convenience Claim of 75% of such reduced amount, which would be $1,125 (i.e., 75% of $1,500). Such an election shall constitute a waiver of the right to collect, and a release of, the amount of the Allowed General Unsecured Claim in excess of $1,500, and the holder of such Allowed Class 4 Convenience Claim shall be deemed to have released the Reorganized Debtor, the Debtors and their Estates, and their property from any and all liability for the amount in excess of $1,500. The holder of an Allowed General Unsecured Claim which timely elects to reduce the amount of its Allowed Claim to $1,500 shall be deemed to be the holder of an Allowed Class 4 Convenience Claim for classification, voting, and all other purposes under the Plan. SECTION 5.5. CLASS 5 - GENERAL UNSECURED CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Claim in this Class shall have agreed in writing to a less favorable treatment, each holder of an Allowed General Unsecured Claim (excluding Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims) in Class 5 under this Plan and Class 5 under the Subsidiaries' Plan shall receive its Pro Rata share of (i) Available Notes and (ii) Available Shares, in full and final satisfaction of such Claim. Each holder of a Class 5 Allowed General Unsecured Claim will receive its distribution on the later of (i) the Effective Date, or (ii) 30 days after the date on which such Claim becomes an Allowed General Unsecured Claim, or as soon after allowance as is practicable. 13

If, after the Effective Date, any further Available Shares or Available Notes are available from the release of New Common Stock or New Senior Notes from the Disputed Claims Reserve, then each holder of an Allowed General Unsecured Claim (excluding Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims) will receive on a Subsequent Distribution Date, if any, and the Final Distribution Date, Available Shares and Available Notes on account of its Allowed General Unsecured Claim in accordance with this Section 5.5 and Sections 7.4 and 7.5 of the Plan. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of FNL, Midwest, or New West, or any of their subsidiaries, arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Subsidiaries' Plan. (b) Impairment and Voting. Class 5 is Impaired under the Plan. Each holder of an Allowed General Unsecured Claim in Class 5 is entitled to vote to accept or reject the Plan. SECTION 5.6. CLASS 6 - LATE CLAIMS AND SUBORDINATED CLAIMS. (a) Distributions. Each holder of a Class 6 Claim shall receive no distribution on account of its Class 6 Claim. (b) Impairment and Voting. Class 6 is Impaired under the Plan. Because the holders of Class 6 Claims are receiving no distributions, they are conclusively presumed to have rejected the Plan in accordance with Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan. SECTION 5.7. CLASS 7 - INTERCOMPANY CLAIMS. (a) Distributions. Each holder of a Class 7 Claim shall receive no distribution on account of its Class 7 Claim. (b) Impairment and Voting. Class 7 is Impaired under the Plan. Because the holders of Class 7 Claims are receiving no distributions, they are conclusively presumed to have rejected the Plan in accordance with Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan. SECTION 5.8. CLASS 8 - EQUITY INTERESTS. (a) Distributions. The holders of Class 8 Equity Interests shall receive no distributions whatsoever on account of such Equity Interests. All Equity Interests in each of the Debtors shall be canceled on the Effective Date. (b) Impairment and Voting. Class 8 is Impaired under the Plan. Because the holders of Equity Interests are receiving no distributions, they are 14

conclusively presumed to have rejected the Plan in accordance with Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan. SECTION 5.9. IMPAIRED AND UNIMPAIRED CLASSES. Classes 4, 5, 6, 7, and 8 are Impaired under the Plan. Classes 1, 2, and 3 are unimpaired under the Plan. SECTION 5.10. CLASSES ENTITLED TO VOTE. Each Impaired Class of Claims or Equity Interests shall be entitled to vote separately to accept or reject this Plan; provided however, that Classes 6, 7, and 8 are deemed to have rejected the Plan and thus are not entitled to vote on the Plan. Any unimpaired Classes of Claims or Equity Interests are deemed to have accepted the Plan under the provisions of Section 1126(f) of the Bankruptcy Code and shall not be entitled to vote to accept or reject this Plan. Accordingly, the Debtors will not solicit acceptances of the Plan from unimpaired Classes. Any Person electing to reduce a Claim to $1,500 on the Ballot and have the Claim treated as a Convenience Claim will vote only in Class 4 under this Plan. SECTION 5.11. CLASS ACCEPTANCE REQUIREMENTS. A Class of Claims shall have accepted this Plan if it is accepted by at least two-thirds (2/3) in amount and more than one-half (1/2) in number of the Claims of such Class that are allowed to vote and have voted on this Plan. SECTION 5.12. 11 U.S.C. SECTION 1129. Because Classes 6, 7, and 8 are deemed to have rejected the Plan, the Debtors, as proponents of the Plan, request that the Bankruptcy Court confirm this Plan with respect to such Classes in accordance with Section 1129(b) of the Bankruptcy Code, the cramdown provision. If any other Impaired Class fails to accept this Plan in accordance with Section 1129(a) of the Bankruptcy Code, this Plan shall constitute a request by the Debtors that the Bankruptcy Court confirm this Plan pursuant to Section 1129(b) of the Bankruptcy Code. SECTION 5.13. SEPARATE VOTING BY HOLDERS OF CLAIMS AGAINST EACH DEBTOR. The Estate of each Debtor shall be deemed to have the Claims classified as provided in Article III. Separate ballots will be cast with respect to Claims asserted against each Debtor. Voting results shall be determined separately for each Debtor. ARTICLE VI. IMPLEMENTATION OF THE PLAN SECTION 6.1. SUBSTANTIVE CONSOLIDATION. The Plan contemplates and is predicated upon the entry by the Bankruptcy Court of an order providing for the substantive consolidation on the Effective Date of the three Consolidated Subsidiaries and their Estates with and into Vista Eyecare, Inc. and its Estate. Pursuant thereto, the assets and liabilities of the Consolidated Subsidiaries shall be deemed merged with and all Claims against any of such entities shall be deemed liabilities of Vista Eyecare, Inc., as Reorganized Debtor, and satisfied in accordance with this Plan. Pursuant to the substantive consolidation order, on the Effective Date: (a) all assets and all liabilities of the Debtors will be treated as though the Debtors were merged; (b) any obligation of any Debtor and all guarantees thereof executed by one or more of the Debtors will be deemed to 15

be one obligation of the consolidated Debtors; (c) any Claims filed or to be filed in connection with any such obligation and such guarantees will be deemed one Claim against the consolidated Debtors; (d) each and every Claim filed in the individual case of any of the Debtors will be deemed filed against the consolidated Debtors in the consolidated case; and (e) for purposes of determining the availability of the right of setoff under Section 553 of the Bankruptcy Code, the Debtors shall be treated as one entity so that, subject to the other provisions of Section 553 of the Bankruptcy Code, debts due to any of the Debtors may be set off against the debts of any of the Debtors. SECTION 6.2. DIRECTORS AND OFFICERS OF THE REORGANIZED DEBTOR. (a) Board of Directors. As of the Effective Date, the board of directors of the Reorganized Debtor shall initially consist of 5 members to be selected by the Committee, whose names shall be disclosed on or before the date of the Confirmation Hearing. The board of directors of the Reorganized Debtor will select a chairman at its initial meeting. (b) Officers of the Reorganized Debtor. The officers of Vista Eyecare, Inc. immediately prior to the Effective Date shall serve as the initial officers of the Reorganized Debtor on and after the Effective Date. Such officers may continue to serve in accordance with such terms as may be negotiated with the Reorganized Debtor and applicable nonbankruptcy law. The employee severance program that was approved by the Bankruptcy Court in its Order Authorizing and Approving Employee Severance Program, entered in the Chapter 11 Cases on April 18, 2000, shall be binding upon the Reorganized Debtor, as the successor to the Debtors, through and including one year after the Effective Date. SECTION 6.3. SECURITIES TO BE ISSUED PURSUANT TO THE PLAN. (a) New Common Stock. On the Effective Date, the issuance by the Reorganized Debtor of 10,000,000 shares of New Common Stock is hereby authorized without further act or action under applicable law, regulation, rule, or order. On the Effective Date, the Reorganized Debtor will actually issue 5,000,000 of the 10,000,000 in authorized shares of New Common Stock. Each share of New Common Stock will entitle its holder to one vote, with no cumulative voting rights. Holders of New Common Stock will have the right to participate proportionately in any dividends distributed by the Reorganized Debtor. Each holder of at least five percent (5%) of New Common Stock will not offer, sell, contract to sell, or otherwise dispose of any shares of New Common Stock for a period of three years from the Effective Date without the prior written consent of Vista, as Reorganized Debtor. (b) New Senior Notes. The New Senior Notes will be issued by the Reorganized Debtor pursuant to the New Notes Indenture, which will be qualified under the Trust Indenture Act of 1939, as amended. An indenture trustee will be selected prior to the Confirmation Hearing. A summary of the principal terms and conditions of the New Senior Notes, which is subject to amendment pursuant to agreement among the Debtors and the Committee, is attached hereto as Exhibit "A." 16

SECTION 6.4. REORGANIZED DEBTOR'S INCENTIVE PLAN. On or after the Effective Date, the board of directors of the Reorganized Debtor may adopt an incentive plan which may include options to acquire shares of New Common Stock to be granted to its officers and directors. SECTION 6.5. CANCELLATION AND SURRENDER OF EXISTING SECURITIES AND AGREEMENTS. On the Effective Date, the Senior Notes and Equity Interests in any of the Debtors shall be deemed canceled, terminated, and of no further force and effect without any further action on the part of the Bankruptcy Court, the Debtors, or any other Person. The holders of instruments, securities, and other documentation evidencing such canceled Senior Notes and Equity Interests, including the Senior Note Indenture (except as provided in Section 7.1), shall have no rights arising from or relating to such instruments, securities, and other documentation or the cancellation thereof, except the rights provided pursuant to the Plan. All obligations of the Debtors under the Senior Note Indenture shall terminate as of the Effective Date except as to any obligation to pay expenses of the Indenture Trustee for distributions as contemplated by Sections 7.1 and 7.8 of the Plan. SECTION 6.6. APPLICABILITY OF SECTION 1125 OF THE BANKRUPTCY CODE. The protection afforded by Section 1125(e) of the Bankruptcy Code with respect to the solicitation of acceptances or rejections of the Plan and with regard to the offer, issuance, sale, or purchase of the New Common Stock and the New Senior Notes, shall apply to the full extent provided by law, and the entry of the Confirmation Order shall constitute the Bankruptcy Court's determination that the Debtors, the Reorganized Debtor, and the Committee, and each of their respective officers, directors, partners, employees, members, agents, attorneys, accountants, or other professionals, shall have acted in good faith and in compliance with the applicable provisions of the Bankruptcy Code pursuant to Section 1125(e) thereof. SECTION 6.7. BANKRUPTCY CODE SECTION 1145 EXEMPTION. Pursuant to, in accordance with, and solely to the extent provided under Section 1145 of the Bankruptcy Code, the issuance of New Senior Notes and New Common Stock to the Debtors' Creditors under the Plan is exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, and any state or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in such New Senior Notes and New Common Stock and is deemed to be a public offering of New Senior Notes and New Common Stock. ARTICLE VII. PROVISIONS GOVERNING DISTRIBUTIONS SECTION 7.1. DELIVERY OF DISTRIBUTIONS. Except as may otherwise be specifically provided, distributions made under the Plan shall be in exchange for and in complete satisfaction, discharge, and release of all Claims of any nature whatsoever against the Reorganized Debtor and the Debtors or any of their respective Estates, assets, or properties. Distributions under the Plan shall be deemed made by the Reorganized Debtor or its designees to the holders of Allowed Claims when deposited in the United States mail, first class postage prepaid and directed to the Creditor at the address denominated in the proof of claim filed 17

with the Bankruptcy Court, or if the Creditor has not filed a proof of claim, to the Creditor at the address listed in the Debtors' Schedules, or to such other address as the Creditor shall provide in writing to the Reorganized Debtor in accordance with the notice provisions detailed in this Plan; provided however, that all distributions to the holders of Allowed Senior Note Claims shall be made in accordance with the Senior Note Indenture. The Reorganized Debtor shall cause distributions of New Senior Notes and New Common Stock to be made initially to the New Notes Indenture Trustee and the Transfer Agent, respectively, who shall make the distributions to the holders of Allowed General Unsecured Claims or, in the case of holders of Allowed Senior Note Claims, to the Indenture Trustee for further distribution to individual holders of Allowed Senior Note Claims in accordance with the Senior Note Indenture. Notwithstanding any provisions in the Plan to the contrary, the Senior Note Indenture will continue in effect to the extent necessary to allow the Indenture Trustee to receive and make distributions pursuant to the Plan on account of Allowed Senior Note Claims. SECTION 7.2. EFFECTIVE DATE DISTRIBUTION. On the Effective Date, or as soon thereafter as practicable, the then Available Notes and Available Shares shall be distributed on a Pro Rata basis to the holders of Allowed General Unsecured Claims in Class 5. A Disputed Claims Reserve will be established for those Claims in Class 5 that are not yet resolved and Allowed on the Effective Date. SECTION 7.3. DISPUTED CLAIMS RESERVE. On the date on which the Reorganized Debtor makes or causes to be made the initial distribution to holders of Allowed General Unsecured Claims pursuant to Sections 7.1 and 7.2 of the Plan, the Reorganized Debtor shall deposit or cause to be deposited with the New Notes Indenture Trustee an aggregate number of New Senior Notes and with the Transfer Agent an aggregate number of shares of New Common Stock sufficient to distribute to each holder of a Disputed General Unsecured Claim (i) the number of New Senior Notes and shares of New Common Stock that such holder would have been entitled to receive under the Plan if such Claim had been an Allowed General Unsecured Claim on the date of such initial distribution, or (ii) such amount as the Bankruptcy Court may otherwise order (the "Disputed Claims Reserve"). New Senior Notes and shares of New Common Stock shall be withheld by the New Notes Indenture Trustee and the Transfer Agent, respectively, and reserved for distribution to holders of Disputed Claims until such time as such notes and/or shares are distributed to holders of Allowed Claims. Until such distribution, shares of New Common Stock held for the benefit of holders of Disputed General Unsecured Claims shall be treated as treasury stock for voting purposes. The holder of a Disputed General Unsecured Claim that becomes an Allowed Claim subsequent to the Effective Date shall receive a distribution of New Senior Notes and New Common Stock from the Disputed Claims Reserve as soon thereafter as is practicable. Such distributions shall be made in accordance with the Plan based on the distributions that would have been made to such holder under the Plan if the Disputed General Unsecured Claim had been an Allowed Claim on or prior to the Effective Date. If at any time or from time to time after the Effective Date, there shall be New Senior Notes and/or shares of New Common Stock in the Disputed Claims Reserve in an amount in excess of the amount which the Reorganized Debtor is required at such time to reserve on account of Disputed General Unsecured Claims under the Plan or pursuant to any 18

Order of the Bankruptcy Court, such excess shares of New Common Stock and excess New Senior Notes shall become available for distribution in accordance with the Plan. SECTION 7.4. DISTRIBUTIONS ON SUBSEQUENT DISTRIBUTION DATES. Unless otherwise provided in the Plan, to the extent there are Available Shares or Available Notes subsequent to the Effective Date as a result of the release of shares of New Common Stock and New Senior Notes from the Disputed Claims Reserve in accordance with Section 7.3 of the Plan or the return of unclaimed, undeliverable or time-barred distributions to holders of Allowed General Unsecured Claims pursuant to Section 7.16 of the Plan, the Reorganized Debtor shall cause the Transfer Agent and the New Notes Indenture Trustee to distribute on a Subsequent Distribution Date such Available Shares and Available Notes to the holders of General Unsecured Claims entitled thereto that were Allowed on the Effective Date, or subsequently have become Allowed on or before such Subsequent Distribution Date, in amounts necessary to cause such holders to have received aggregate distributions of shares of New Common Stock and New Senior Notes in respect of such Allowed General Unsecured Claims equal to the distributions that such holders would have received in respect of such Allowed General Unsecured Claims on the Effective Date if (i) such Available Shares and Available Notes had been available for distribution on the Effective Date, (ii) such Allowed General Unsecured Claims had been Allowed on the Effective Date in the amounts in which they are Allowed on such Subsequent Distribution Date, and (iii) Claims or portions thereof that have become disallowed subsequent to the Effective Date and on or before such Subsequent Distribution Date had been disallowed on the Effective Date. Notwithstanding the foregoing, no distribution under this Section 7.4 will be made if, in the discretion of the Reorganized Debtor, there are not sufficient Available Shares and Available Notes to make a cost-efficient distribution, taking into account the size of the distribution to be made and the number of recipients of such distribution. SECTION 7.5. DISTRIBUTIONS ON THE FINAL DISTRIBUTION DATE. Unless otherwise provided in this Plan, to the extent there are Available Shares and Available Notes subsequent to the Effective Date as a result of the release of shares of New Common Stock and New Senior Notes from the Disputed Claims Reserve in accordance with Section 7.3 of the Plan or the return of unclaimed, undeliverable or time-barred distributions to holders of Allowed General Unsecured Claims pursuant to Section 7.16 of the Plan, the Reorganized Debtor shall cause the Transfer Agent and the New Notes Indenture Trustee to distribute on the Final Distribution Date all such Available Shares and Available Notes to the holders of General Unsecured Claims entitled thereto that were Allowed on the Effective Date, or subsequently have become Allowed on or before the Final Distribution Date, in amounts necessary to cause such holders to have received aggregate distributions of shares of New Common Stock and New Senior Notes in respect of such Allowed Claims equal to the distributions that such holders would have received in respect of such Allowed General Unsecured Claims on the Effective Date if (i) such Available Shares and Available Notes had been available for distribution on the Effective Date, (ii) such Allowed General Unsecured Claims had been Allowed on the Effective Date in the amounts in which they are Allowed on the Final Distribution Date, and (iii) Claims or portions thereof that have become disallowed subsequent to the Effective Date and on or before the Final Distribution Date had been disallowed on the Effective Date. 19

SECTION 7.6. FRACTIONAL NOTES AND FRACTIONAL SHARES. (a) Fractional Notes. Notwithstanding any other provision in the Plan to the contrary, no fractional denominations of New Senior Notes shall be issued pursuant to the Plan. Whenever the issuance of any New Senior Note would otherwise call for the issuance in an amount for a fraction of a New Senior Note (issued in $1,000 denominations), the actual issuance of such New Senior Note shall reflect a rounding of such fraction to the nearest whole New Senior Note denomination (up or down), with half denominations being rounded down. If two or more holders are entitled to equal fractional entitlements and the number of holders so entitled exceeds the number of whole notes, as the case may be, which remain to be allocated, the Reorganized Debtor shall allocate the remaining whole notes to such holders by random lot or such other impartial method as the Reorganized Debtor deems fair, in the Reorganized Debtor's sole discretion. Upon the allocation of all of the whole notes authorized under the Plan, all remaining fractional portions of the entitlements shall be canceled and shall be of no further force and effect. (b) Fractional Shares. Notwithstanding any other provision in the Plan to the contrary, no fractional shares of New Common Stock shall be issued pursuant to the Plan. Whenever any payment of a fraction of a share of New Common Stock would otherwise be required under the Plan, the actual distribution made shall reflect a rounding of such fraction to the nearest whole share (up or down), with half shares or less being rounded down and fractions in excess of a half of a share being rounded up. If two or more holders are entitled to equal fractional entitlements and the number of holders so entitled exceeds the number of whole shares, as the case may be, which remain to be allocated, the Reorganized Debtor shall allocate the remaining whole shares to such holders by random lot or such other impartial method as the Reorganized Debtor deems fair, in the Reorganized Debtor's sole discretion. Upon the allocation of all of the whole shares authorized under the Plan, all remaining fractional portions of the entitlements shall be canceled and shall be of no further force and effect. SECTION 7.7. RECORD DATE FOR DISTRIBUTION. On the close of business on the Confirmation Date, the Debtors' records for transfer of the Senior Notes shall close and the Debtors, the Reorganized Debtor, and the Indenture Trustee shall not be obligated to recognize of record any transfers of Senior Notes occurring after that date. The Debtors, the Reorganized Debtor, and the Indenture Trustee shall be entitled to recognize and deal for purposes of the Plan with only those record holders of the Senior Notes as of the close of business on the Confirmation Date. SECTION 7.8. INDENTURE TRUSTEE'S FEES AND EXPENSES REGARDING DISTRIBUTIONS. The fees and expenses of the Indenture Trustee and its professionals under the Indenture will be paid by the Debtors and/or the Reorganized Debtor on the Effective Date in a manner consistent with the provisions of the Senior Note Indenture; provided however, that if there is a dispute between the Debtors or Reorganized Debtor and the Indenture Trustee about any such fees or expenses, the dispute will be resolved by the Bankruptcy Court. Upon payment of the fees and expenses of the Indenture Trustee and its professionals in full, the Indenture Trustee and its professionals will be deemed to have released their liens under Section 7.07 of the Indenture securing 20

payment of their fees and expenses for all fees and expenses payable through the Effective Date. SECTION 7.9. ALLOCATION OF CONSIDERATION. The aggregate consideration to be distributed to the holders of Allowed Claims in each Class under the Plan shall be treated as first satisfying an amount equal to the stated principal amount of the Allowed Claim for such holders and any remaining consideration as satisfying accrued, but unpaid, interest and costs, if any, and attorneys' fees where applicable. SECTION 7.10. CONDITION PRECEDENT TO RECEIVING DISTRIBUTION. Notwithstanding any other provision of the Plan, as a condition precedent to receiving any distribution under the Plan, each holder of a promissory note, share certificate, or other instrument or security evidencing a Claim (other than the Senior Notes) must tender such promissory note or other instrument or security to the Reorganized Debtor or its designee or must execute and deliver an affidavit of loss and furnish an indemnity or bond in substance and amount reasonably satisfactory to the Reorganized Debtor. Any holder of a Claim (other than a Claim arising from the Senior Notes) that fails to surrender such instrument or to provide the affidavit and indemnity or bond before the later to occur of (i) six months after the Effective Date and (ii) six months following the date such holder's Claim becomes an Allowed Claim shall be deemed to have forfeited all rights and/or Claims and may not receive or participate in any distribution under the Plan. SECTION 7.11. NO DISTRIBUTION PENDING RESOLUTION OF OBJECTIONS. Notwithstanding any other provision of this Plan, no distributions shall be made with respect to a Disputed Claim (or any Disputed portion of a Claim) unless and until all objections to such Disputed Claim have been determined by Final Order. Distributions to each holder of a Disputed Claim to the extent that it ultimately becomes an Allowed Claim shall be made in accordance with the applicable provisions of the Plan with respect to such Claim. Such distributions shall be made as soon as practicable after the date that the order or judgment allowing such Claim (or portion thereof) becomes a Final Order. SECTION 7.12. EFFECT OF SECTION 502(D) ON THE RIGHT TO DISTRIBUTIONS. No Creditor shall receive a distribution prohibited by Section 502(d) of the Bankruptcy Code. The Debtors or the Reorganized Debtor shall notify each affected Creditor of its contention that Section 502(d) prohibits such distribution prior to the date of the scheduled distribution to such Creditor, and no distribution shall be made to such Creditor until either the contention is resolved in favor of the Creditor by Final Order or the Creditor has timely repaid the amount or turned over the property as required by Section 502(d) of the Bankruptcy Code. A Claim that is the subject of a dispute pursuant to Section 502(d) of the Bankruptcy Code shall be treated as a Disputed Claim for purposes of the Plan. SECTION 7.13. TREATMENT OF CONTINGENT, UNLIQUIDATED, AND UNDETERMINED CLAIMS. Until such time as a Contingent Claim or a Contingent portion of a Claim becomes fixed and absolute, such Claim shall be treated as a Disputed Claim for all purposes related to estimations, allocations, and distributions under this Plan; provided, however, that distributional entitlements shall arise only from 21

the date on which a Contingent Claim becomes fixed and absolute. Persons that have filed Claims against the Debtors in an undetermined or unspecified amount or which are unliquidated shall not receive any distribution on their Claims unless and until such time as the Claims are liquidated and Allowed. SECTION 7.14. PRECONFIRMATION DISTRIBUTIONS. Nothing in this Plan shall be deemed to entitle the holder of a Claim that received, prior to the Effective Date, full or partial payment of such holder's Claim, by way of settlement or otherwise, pursuant to an order of the Bankruptcy Court, provision of the Bankruptcy Code, or other means, to receive a duplicate payment in full or in part pursuant to this Plan; and all such full or partial payments shall be deemed to be payments made under this Plan for purposes of satisfying the obligations of the Debtors and the Reorganized Debtor hereunder. SECTION 7.15. UNDELIVERABLE DISTRIBUTIONS. If any Claim holder's distribution is returned as undeliverable, or is not sent because no address is available, and effort commensurate with the size of the distribution fails to produce a good address, no further distributions to such holder shall be made unless and until the Reorganized Debtor (or a disbursing agent, if applicable) is notified of such holder's then-current address, at which time all missed distributions shall be made to such holder, without interest. SECTION 7.16. UNCLAIMED DISTRIBUTIONS. Any distribution of Cash under the Plan which is unclaimed for a period of six months after the Final Distribution Date shall revert to the Reorganized Debtor, and the claim of any holder with respect to such property, or the claims of any state under its escheat, unclaimed property, or similar laws with respect to such property (which state shall NOT be deemed a holder of a Claim under such laws for the purposes of this Plan), shall be discharged and forever barred. Distributions under the Plan consisting of New Senior Notes or New Common Stock that are unclaimed for a period of six months after the Final Distribution Date shall be canceled and any dividend or interest which has accrued with respect to such securities shall be transferred to the Reorganized Debtor and entitlement by the holder of a Claim to such distribution shall be extinguished and forever barred. ARTICLE VIII. PROVISIONS GOVERNING OBJECTIONS TO AND RESOLUTION OF CLAIMS SECTION 8.1. OBJECTIONS TO AND RESOLUTION OF CLAIMS. The Debtors and the Reorganized Debtor shall have the exclusive right to make and file objections to Claims subsequent to the Effective Date. All objections that are not settled shall be litigated to a Final Order. Unless otherwise ordered by the Bankruptcy Court, the Debtors and the Reorganized Debtor shall file all objections to Claims (other than Administrative Claims) that are the subject of proofs of claim and serve such objections upon the holders of the Claim as to which the objection is made as soon as is practicable, but in no event later than 90 days after the Effective Date or such later date as may be approved by the Bankruptcy Court. Except as otherwise provided in the Plan, a Person asserting an Administrative Claim in these Chapter 11 Cases must comply with the requisites of Section 503 of the Bankruptcy Code, including filing a request for payment thereof with the Bankruptcy Court on or prior to the Administrative 22

Claim Bar Date. The Bankruptcy Court will schedule a hearing on Administrative Claims filed in the Chapter 11 Cases, and the Debtors, the Reorganized Debtor, and the Committee shall have an opportunity to assert objections thereto at such hearing. SECTION 8.2. AMENDMENTS TO SCHEDULES AND CLAIM OBJECTIONS. The Debtors and the Reorganized Debtor reserve the right to object to any and all Claims filed in these Chapter 11 Cases and to amend their Schedules to dispute Claims, if and as deemed appropriate, for purposes of allowance and distribution and for purposes of voting on the Plan. If an objection to a Claim (or portion thereof) is filed by the Debtors, the Reorganized Debtor, or any other party in interest, or if the Claim (or portion thereof) is Contingent, unliquidated, or filed in an undetermined or unspecified amount, then no distributions under the Plan shall be made to that holder of a Claim (or in respect of such Disputed portion), as the case may be, until the matter is determined by the entry of a Final Order. SECTION 8.3. DISALLOWANCE OF POSTPETITION INTEREST, PENALTIES, FEES, AND OTHER ACCRUALS. The Debtors and the Reorganized Debtor shall not be required to make specific objections to proofs of claim that allege a right to recover postpetition interest, penalties, fees, and other accruals with respect to prepetition Claims (except proofs of Secured Claims alleging entitlement to such accruals pursuant to Section 506(b) of the Bankruptcy Code), and any claim amounts attributable to such postpetition interest, penalties, fees, and other accruals shall be disallowed in full upon entry of the Confirmation Order; provided, however, that the disallowance provided for herein may be subject to reconsideration with respect to a particular Claim upon motion filed with the Bankruptcy Court and served upon the Debtors and the Reorganized Debtor. SECTION 8.4. ADMINISTRATIVE, PRIORITY, AND CONVENIENCE CLAIMS RESERVE. (a) Establishment of Administrative, Priority, and Convenience Claims Reserve. On the Effective Date, the Reorganized Debtor shall place into reserve an amount of Cash equal to (i) the sum of the aggregate amount of all Disputed Administrative Claims, Disputed Priority Tax Claims, Disputed Other Priority Claims, and Disputed Convenience Claims, plus (ii) an amount to be determined by the Bankruptcy Court to be reserved for any Disputed Administrative Claims, Disputed Priority Tax Claims, and Disputed Other Priority Claims that are Contingent, unliquidated, or filed in an undetermined or unspecified amount (the "Administrative, Priority, and Convenience Claims Reserve"). (b) Cash Held in Administrative, Priority, and Convenience Claims Reserve. Cash held in the Administrative, Priority, and Convenience Claims Reserve shall be deposited in a segregated bank account or accounts in the name of the Reorganized Debtor and designated as held in trust for the benefit of holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed Convenience Claims. Cash held in such reserve shall not constitute property of the Reorganized Debtor. The Reorganized Debtor shall invest the Cash held in the Administrative, Priority, and Convenience Claims Reserve in a manner consistent with Section 345 of the Bankruptcy Code. The Reorganized Debtor shall pay, or cause to be paid, out of the funds held in such reserve, any tax imposed thereon by any governmental unit with respect to 23

income generated by Cash held in this reserve. Any Cash held in the Administrative, Priority, and Convenience Claims Reserve after all Administrative, Priority, and Convenience Claims have been Allowed or disallowed shall be transferred to and become the property of the Reorganized Debtor. SECTION 8.5. ALLOWANCE OF DISPUTED ADMINISTRATIVE, PRIORITY, AND CONVENIENCE CLAIMS. If, on or after the Effective Date, any Disputed Administrative, Priority, or Convenience Claim becomes an Allowed Claim, the Reorganized Debtor shall, 30 days after the date on which such Claim becomes an Allowed Claim, or as soon thereafter as is practicable, distribute from the Administrative, Priority, and Convenience Claims Reserve to the holder of such Allowed Claim Cash equal to the amount that such holder would have been entitled to had such Claim been Allowed on the Effective Date. SECTION 8.6. ESTIMATION. The Debtors and the Reorganized Debtor may, at any time, request that the Bankruptcy Court estimate any Disputed Claim (including any Contingent Claim) pursuant to Section 502(c) of the Bankruptcy Code regardless of whether the Debtors or the Reorganized Debtor previously objected to such Claim. The Bankruptcy Court will retain jurisdiction to estimate any Claim at any time, including during litigation concerning any objection to such Claim. In the event that the Bankruptcy Court estimates any Disputed Claim, that estimated amount may constitute either the Allowed amount of such Claim, the amount on which a reserve is to be calculated for purposes of the Disputed Claims Reserve or the Administrative, Priority, and Convenience Claims Reserve, or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim, the Debtors or the Reorganized Debtor may elect to pursue any supplemental proceedings to object to any ultimate payment of such Claim. All of the aforementioned Claims objection, estimation and resolution procedures are cumulative and not necessarily exclusive of one another. ARTICLE IX. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES SECTION 9.1. ASSUMPTION AND REJECTION OF CONTRACTS AND LEASES. All executory contracts and unexpired leases (within the meaning of Section 365 of the Bankruptcy Code) (i) which are not expressly the subject of a motion to the Bankruptcy Court for an order of assumption or for an order for rejection pending as of the Effective Date, (ii) which have not been assumed or rejected prior thereto by the Debtors pursuant to an order of the Bankruptcy Court or operation of the Bankruptcy Code, (iii) which are not listed on the Assumption Schedule attached hereto as Exhibit B (as it may be amended from time to time prior to the Confirmation Hearing, upon notice to affected parties), or (iv) which are not listed in Section 9.4 of the Plan as being assumed under the Plan, shall be deemed to be REJECTED AS OF THE EFFECTIVE DATE, in accordance with Section 365 of the Bankruptcy Code. The executory contracts and unexpired leases listed on Exhibit B attached hereto (as it may be amended from time to time prior to the Confirmation Hearing upon notice to affected parties) shall be deemed to be ASSUMED AS OF THE EFFECTIVE DATE, in accordance with Section 365 of the Bankruptcy Code. The Debtors have listed on Exhibit B the nondebtor party to the contract or lease, the type of contract or lease, and the amount necessary 24

(if any) based upon the Debtors' records to cure all defaults under the contract or lease to be assumed. Entry of the Confirmation Order shall constitute the approval, in accordance with Sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the Debtors' rejection and assumption of the executory contracts and unexpired leases deemed rejected and assumed pursuant to this section. SECTION 9.2. REJECTION CLAIMS AND BAR DATE. All Claims for damages arising from executory contracts or unexpired leases that are deemed rejected pursuant to Section 9.1 of this Plan must be filed with the Bankruptcy Court by no later than thirty (30) days after entry of the Confirmation Order. Any rejection Claims not filed within such time period will be forever barred from being asserted against the Debtors, their Estates, and the Reorganized Debtor. All Allowed Claims arising from the rejection of executory contracts or unexpired leases shall be treated as Class 5 Claims. SECTION 9.3. CURE OF DEFAULTS UNDER ASSUMED CONTRACTS AND LEASES. In accordance with Section 365 of the Bankruptcy Code, and except as otherwise agreed by the parties, the Reorganized Debtor will cure any and all undisputed defaults under any executory contracts or unexpired leases that are assumed pursuant to the Plan within 60 days of the Effective Date. All disputed defaults that are required to be cured shall be cured either within 30 days of the entry of a Final Order determining the amount, if any, of the Debtors' or the Reorganized Debtor's liability with respect thereto, or as may otherwise be agreed to by the parties. SECTION 9.4. VARIOUS EMPLOYMENT AGREEMENTS AND BENEFIT PLANS. All employee compensation and benefit plans, policies, and programs of Vista applicable generally to its employees, including agreements and programs subject to Section 1114 of the Bankruptcy Code, as in effect on the Effective Date, including, without limitation, all savings plans, retirement plans, health care plans, disability plans, severance benefit plans, incentive plans, and life, accidental death, and dismemberment insurance plans, shall be deemed to be, and shall be treated as though they are, executory contracts that are ASSUMED under the Plan, and Vista's obligations under such agreements and programs shall survive the Effective Date of the Plan, without prejudice to the Reorganized Debtor's rights under applicable non-bankruptcy law to modify, amend, or terminate the foregoing arrangements, except for such executory contracts or plans as have previously been terminated, or rejected, pursuant to a Final Order, or specifically waived by the beneficiaries of such plans, contracts, or programs. The employee severance program that was approved by the Bankruptcy Court in its Order Authorizing and Approving Employee Severance Program, entered in the Chapter 11 Cases on April 18, 2000, shall be binding upon Vista, as the Reorganized Debtor, as the successor to the Debtors, through and including one year after the Effective Date. Unless otherwise modified to the satisfaction of the Committee prior to the Confirmation Hearing, the prepetition change in control agreements for executive officers of Vista (the "Change in Control Agreements") shall be deemed rejected in accordance with Section 365 of the Bankruptcy Code. Any Claim resulting from the rejection of a Change in Control Agreement shall be treated as a General Unsecured Claim in Class 5 under this Plan. 25

SECTION 9.5. INSURANCE POLICIES. All of the Debtors' rights arising under any insurance policies and any agreements, documents, or instruments relating thereto shall be deemed transferred to the Reorganized Debtor on the Effective Date. ARTICLE X. CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE SECTION 10.1. CONDITIONS PRECEDENT TO PLAN CONFIRMATION. Confirmation of the Plan shall not occur unless and until each of the following conditions shall have been satisfied in full or waived in accordance with Section 10.3 of this Plan: (a) The Bankruptcy Court shall have entered the Confirmation Order in a form and substance satisfactory to the Debtors and the Committee; (b) The Bankruptcy Court shall have entered an order confirming the Subsidiaries' Plan; and (c) Vista, FNL, Midwest, and New West shall have completed the disposition of their vision centers in free-standing locations, such as malls and strip centers, and shall have either (i) assumed and assigned the leases related to these free-standing locations to a purchaser or purchasers or (ii) rejected such leases, in accordance with Section 365 of the Bankruptcy Code. SECTION 10.2. CONDITIONS PRECEDENT TO EFFECTIVE DATE OF THE PLAN. The Effective Date of the Plan shall not occur unless and until each of the following conditions shall have been satisfied in full or waived in accordance with Section 10.3 of this Plan: (a) The Confirmation Order, in a form and substance satisfactory to the Debtors and the Committee, shall have become a Final Order; (b) The order confirming the Subsidiaries' Plan shall have become a Final Order; (c) The Reorganized Debtor shall have entered into a senior secured credit facility in an amount and upon terms and conditions to be agreed to among the Debtors and the Committee; and (d) The Confirmation Order or other Final Order entered by the Bankruptcy Court shall have approved the substantive consolidation of the Debtors as described in Section 6.1 of the Plan. SECTION 10.3. WAIVER OF CONDITIONS. The Debtors may waive any or all of the conditions precedent set forth in Sections 10.1 and 10.2 above at any time, with the consent of the Committee, without leave of or order of the Bankruptcy Court and without any formal action. 26

ARTICLE XI. EFFECTS OF PLAN CONFIRMATION SECTION 11.1. DISCHARGE. Except as otherwise provided in this Plan or the Confirmation Order, upon entry of the Confirmation Order, the Debtors shall be discharged from, and their liability shall be extinguished completely in respect of, any Claim and/or Debt (with the exception of Intercompany Claims), whether reduced to judgment or not, liquidated or unliquidated, contingent or noncontingent, asserted or unasserted, fixed or not, matured or unmatured, disputed or undisputed, legal or equitable, known or unknown, that arose in connection with or related to, directly or indirectly: any agreement of the Debtors entered into or obligation of the Debtors incurred before the Confirmation Date, any acts, omissions, transactions, transfers, happenings, facts, or situations which occurred on or before the Confirmation Date, whether or not known or suspected, or any conduct of the Debtors prior to the Confirmation Date, and including, without limitation, all interest, if any, on any such Claims and Debts, whether such interest accrued before or after the date of commencement of the Chapter 11 Cases, and including, without limitation, all Claims and Debts based upon or arising out of any acts, omissions, transactions, transfers, happenings, facts, or situations which occurred before the Confirmation Date, whether or not known or suspected, or related to, directly or indirectly, and from any liability of the kind specified in Sections 502(g), 502(h), and 502(i) of the Bankruptcy Code, whether or not (i) a proof of claim is filed or is deemed filed under Section 501 of the Bankruptcy Code, (ii) such Claim is Allowed under Section 502 of the Bankruptcy Code, or (iii) the holder of such Claim has accepted this Plan. SECTION 11.2. VESTING. Except as otherwise provided in this Plan or the Confirmation Order, on the Effective Date, the Reorganized Debtor shall be vested with all of the property of the respective Estates of each of the Debtors, free and clear of all Claims, Liens, encumbrances, charges and other interests of Creditors and holders of Equity Interests, and the Reorganized Debtor shall thereafter hold, use, dispose of, or otherwise deal with such property and operate its business free of any restrictions imposed by the Bankruptcy Code or by the Bankruptcy Court. SECTION 11.3. INJUNCTION. Except as otherwise expressly provided in the Plan, the Confirmation Order, or a separate order of the Bankruptcy Court, all entities who have held, hold, or may hold Claims against or Equity Interests in the Debtors, or any of them, which arose before or were held as of the Effective Date, are permanently enjoined, on and after the Effective Date, from (a) commencing or continuing in any manner any action or other proceeding of any kind against the Debtors, with respect to any such Claim or Equity Interest, (b) the enforcement, attachment, collection, or recovery by any manner or means of any judgment, award, decree, or order against the Debtors on account of any such Claim or Equity Interest, (c) creating, perfecting, or enforcing any encumbrance of any kind against the Debtors or against the property or interests in property of the Debtors on account of any such Claim or Equity Interest, and (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from the Debtors or against the property or interests in property of the Debtors on account of any such Claim or Equity Interest. Such injunction shall also extend to the Reorganized Debtor as the successor of the Debtors and its properties and interests in property. 27

SECTION 11.4. RELEASES. On the Effective Date, the Debtors and the Reorganized Debtor, on behalf of themselves and their Estates, shall be deemed to release unconditionally all of their respective officers, directors, employees, advisors, attorneys, financial advisors, accountants, and other professionals, the Committee members, and the Committee's advisors, attorneys, financial advisors, accountants, and other professionals, and each of their representatives and agents (including any professionals retained by such persons or entities) (the "Released Parties") from any and all claims, obligations, suits, judgments, damages, rights, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken in their respective capacities described above or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Chapter 11 Cases or the Plan, except that (i) no Person shall be released from any act or omission that constitutes gross negligence or willful misconduct, and (ii) the Reorganized Debtor shall not relinquish or waive the right to assert any of the foregoing as a legal or equitable defense or right of setoff or recoupment against any Claims of any such Persons asserted against the Debtors. SECTION 11.5. EXCULPATION OF RELEASED PARTIES. The Debtors, the Reorganized Debtor, members of the Committee, and the other Released Parties (i) shall have no liability whatsoever to any holder or purported holder of an Administrative Claim, Claim, or Equity Interest for any act or omission in connection with, or arising out of, the Plan, the Disclosure Statement, the negotiation of the Plan, the pursuit of approval of the Disclosure Statement or the solicitation of votes for confirmation of the Plan, the Chapter 11 Cases, the consummation of the Plan, the administration of the Plan or the property to be distributed under the Plan, or the Confirmation Date, or any transaction contemplated by the Plan or Disclosure Statement or in furtherance thereof, except for willful misconduct or gross negligence as determined by a Final Order, and (ii) in all respects, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations and any other applicable law or rules protecting such Released Parties from liability. SECTION 11.6. TERM OF BANKRUPTCY INJUNCTION OR STAY. All injunctions or stays provided for in the Chapter 11 Cases under Sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date. SECTION 11.7. PRESERVATION OF INSURANCE. The Debtors' discharge and release from all Claims as provided herein, except as necessary to be consistent with this Plan or the Confirmation Order, shall not diminish or impair the enforceability of any insurance policy that may cover Claims against the Debtors, or any of them, the Reorganized Debtor (including, without limitation, the Debtors' and the Reorganized Debtor's officers and directors) or any other person or entity. SECTION 11.8. OFFICERS' AND DIRECTORS' INDEMNIFICATION RIGHTS AND INSURANCE. Notwithstanding any other provisions of the Plan, the obligations of the Debtors to indemnify their present directors, officers, and employees against any obligations, liabilities, costs or expenses pursuant to the articles 28

of incorporation or by-laws of the Debtors, applicable state law, specific agreement, or any combination of the foregoing, shall survive the Effective Date and shall be applicable to the Reorganized Debtor. SECTION 11.9. BINDING EFFECT OF THE PLAN. Upon Confirmation, the provisions of this Plan shall be binding upon the Debtors, the Reorganized Debtor, any Person acquiring property under the Plan, and any holder of any Claim or Equity Interest or any Creditor or other party in interest, whether or not the Claim or Equity Interest of such Creditor or party in interest is Impaired under the Plan or is Allowed or disallowed by the Bankruptcy Court, and whether or not such Creditor or party in interest has accepted or is deemed to have accepted this Plan or has rejected or is deemed to have rejected this Plan. The rights and obligations of any Person named or referred to in this Plan shall be binding upon, and shall inure to the benefit of, the successors and assigns of such Person. ARTICLE XII. PLAN MODIFICATION The Debtors may propose amendments or modifications of the Plan at any time prior to the Confirmation of the Plan by the Bankruptcy Court provided that this Plan, as modified, meets the requirements of Sections 1122 and 1123 of the Bankruptcy Code, and the Debtors shall have complied with Section 1125 of the Bankruptcy Code. After Confirmation, the Debtors, with the approval of the Bankruptcy Court and so long as it does not materially or adversely affect the interest of Creditors, may remedy any defect or omission or reconcile any inconsistencies in the Plan or in the Confirmation Order in such a manner as may be necessary to carry out the purposes and effect of this Plan. This Plan may be modified at any time after Confirmation and before its substantial consummation, provided that the Plan, as modified, meets the requirements of Sections 1122 and 1123 of the Bankruptcy Code, and the Bankruptcy Court, after notice and a hearing, confirms the Plan, as modified, under Section 1129 of the Bankruptcy Code, and the circumstances warrant such modification. A holder of a Claim or Equity Interest that has accepted or rejected this Plan shall be deemed to have accepted or rejected, as the case may be, such Plan as modified, unless, within the time fixed by the Bankruptcy Court, such holder changes its previous acceptance or rejection. ARTICLE XIII. RETENTION OF JURISDICTION After entry of the Confirmation Order and until the Chapter 11 Cases are closed, the Bankruptcy Court, pursuant to the provisions of Sections 1123(a), (b)(3) and (6), 1127, and 1142(b), and any applicable Bankruptcy Rules, shall retain exclusive jurisdiction of all matters arising under, arising out of, or relating to these Chapter 11 Cases, including but not limited to the following: (a) The determination of all disputes, controversies, and suits regarding the interpretation, implementation, enforcement, or consummation of this Plan, or any party's obligations hereunder; 29

(b) The allowance or disallowance of any Claim or Equity Interest, and any objections thereto; (c) The determination of the validity, priority, and extent of any Claim; (d) The determination of all controversies arising from adversary proceedings that have been or may be filed; (e) The determination of all controversies arising from contested matters or other litigation that has been or may be filed; (f) The compromise and settlement of any Claims asserted by or against the Debtors; (g) The modification of this Plan as may be necessary to carry out its purposes and intent, the remedy of any defect or omission or reconciliation of any inconsistency in any order of the Bankruptcy Court, including the Confirmation Order, to the extent authorized by the Bankruptcy Code; (h) The estimation of Disputed, Contingent, and/or unliquidated Claims for purposes of distribution under the Plan; (i) The prosecution of any actions for the avoidance and recovery pursuant to Section 550 of the Bankruptcy Code of transfers avoidable by reason of Sections 544, 545, 547, 548, 549, or 553(b) of the Bankruptcy Code; (j) The determination of any and all applications for allowance of compensation and reimbursement of expenses authorized to be paid or reimbursed under the Bankruptcy Code or this Plan; (k) The issuance of orders in aid of execution of this Plan to the extent authorized by Section 1142 of the Bankruptcy Code; (l) The determination of such other matters as may be set forth in the Confirmation Order or as may arise in connection with this Plan or the Confirmation Order; and (m) The entry of a final decree closing these Chapter 11 Cases. ARTICLE XIV. MISCELLANEOUS PROVISIONS SECTION 14.1. POST-CONFIRMATION U.S. TRUSTEE FEES. The Reorganized Debtor will pay post-confirmation U.S. Trustee fees as required by 28 U.S.C. Section 1930(a)(6). SECTION 14.2. DISSOLUTION OF THE COMMITTEE. The appointment of the Committee shall terminate on the Effective Date of the Subsidiaries' Plan. 30

SECTION 14.3. GOVERNING LAW. Except to the extent that the Bankruptcy Code is applicable, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Georgia. SECTION 14.4. FILING OR EXECUTION OF ADDITIONAL DOCUMENTS. On or before the Effective Date, the Debtors or the Reorganized Debtor, shall file with the Bankruptcy Court or execute, as appropriate, such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. SECTION 14.5. EXECUTION OF DOCUMENTS. All parties are required to execute such instruments or documents as may be necessary for the consummation of the Plan, and the Bankruptcy Court shall retain jurisdiction to make such orders as are necessary to require the parties to comply herewith. SECTION 14.6. WITHHOLDING AND REPORTING REQUIREMENTS. In connection with this Plan and all instruments issued in connection herewith and distributions hereon, the Debtors and the Reorganized Debtor shall comply with all withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all distributions hereunder shall be subject to any such withholding and reporting requirements. SECTION 14.7. EXEMPTION FROM TRANSFER TAXES. Pursuant to Section 1146(c) of the Bankruptcy Code, the issuance, transfer or exchange of the New Senior Notes or New Common Stock under the Plan, or the making or delivery of any other instrument whatsoever, in furtherance of or in connection with the Plan shall not be subject to any sales and use, stamp, real estate transfer, recording, or other similar tax. SECTION 14.8. .NOTICES. Any notices or requests to the Debtors or the Reorganized Debtor required to be provided pursuant to this Plan shall be made by first class, United States mail, addressed to: Vista Eyecare, Inc. Attention: General Counsel 296 Grayson Highway Lawrenceville, GA 30045 and --- Kilpatrick Stockton LLP Attention: Michael D. Langford, Esq. 1100 Peachtree Street, Suite 2800 Atlanta, Georgia 30309-4530. 31

and --- Wachtell, Lipton, Rosen & Katz Attention: Chaim J. Fortgang, Esq. 51 West 52nd Street New York, New York 10019-6150 and --- Alston & Bird Attention: Grant T. Stein, Esq. 1201 West Peachtree Street Atlanta, Georgia 30309-3424 SECTION 14.9. EFFECTIVENESS OF PRIOR ORDERS. All orders entered by the Bankruptcy Court prior to the Confirmation Date shall continue in full force and effect, unless superseded by this Plan, the Confirmation Order, or other subsequent orders of the Bankruptcy Court. SECTION 14.10. PRESERVATION OF DEBTORS' CLAIMS, DEMANDS AND CAUSES OF ACTION. Unless otherwise provided by this Plan or the Confirmation Order, the Debtors shall retain each and every claim, demand, or cause of action which a debtor in possession has power to assert under the Bankruptcy Code, including actions for the avoidance and recovery pursuant to Section 550 of the Bankruptcy Code of transfers avoidable by reason of Sections 544, 545, 547, 548, 549 or 553(b) of the Bankruptcy Code, and the Debtors' rights therein shall be deemed transferred to the Reorganized Debtor on the Effective Date. The Reorganized Debtor may commence or continue in any appropriate court or tribunal any suit or other proceeding for the enforcement of such claims. No provision of this Plan shall impair the Reorganized Debtor's right to prosecute any such preserved claims, demands and causes of action. SECTION 14.11. SETOFFS. The Debtors may, but shall not be required to, setoff against any Claim and the payments or other distributions to be made pursuant to this Plan in respect of such Claim, claims of any nature whatsoever that the Debtors may have against the holder of such Claims, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors of any such claim that the Debtors may have against such holder. SECTION 14.12. COMPROMISE OF CLAIMS AND CONTROVERSIES. The Reorganized Debtor shall have the authority to compromise and resolve claims and controversies under the following parameters: After the Effective Date, the Reorganized Debtor may, without an order of the Bankruptcy Court and without notice and a hearing as provided for in Section 102(1) of the Bankruptcy Code, compromise and settle any Claim where the compromise is in writing and the proposed Allowed Claim is to be less than $250,000. 32

SECTION 14.13. UNCLAIMED OR ABANDONED PROPERTY. Any and all property of the Estates of any of the Debtors that presently qualifies or may qualify in the future as unclaimed or abandoned property under the escheatment, unclaimed property, abandoned property, or similar laws of any state shall not escheat to the state, but instead shall remain property of the Debtors. Upon the Effective Date, any such abandoned or unclaimed property shall become property of the Reorganized Debtor and may be utilized by the Reorganized Debtor without any restrictions thereafter. Any Claims for such unclaimed or abandoned property that were not filed with the Bankruptcy Court on or prior to the Bar Date are hereby expunged and discharged. SECTION 14.14. HEADINGS. The headings used in this Plan are inserted for convenience only and neither constitute a portion of this Plan nor in any manner affect the provisions or interpretation of this Plan. SECTION 14.15. SEVERABILITY. Should any provisions of this Plan be determined to be unenforceable for any reason, such determination shall in no way limit or affect the enforceability and operative effect of any other provisions of this Plan. SECTION 14.16. BUSINESS DAY. Whenever any date under this Plan shall be on a day other than a Business Day, then the immediately following Business Day shall be the relevant day. SECTION 14.17. EXHIBITS AND SCHEDULES. All exhibits and schedules to the Plan are incorporated into and constitute a part of the Plan as if set forth herein. SECTION 14.18. CONFLICT. The terms of this Plan shall govern in the event of any inconsistency with the summaries of the Plan set forth in the Disclosure Statement. 33

Respectfully submitted, this the 13th day of April, 2001. VISTA EYECARE, INC. By: /S/ ----------------------------------------------- Name: Mitchell Goodman Title: Senior Vice President, General Counsel and Secretary INTERNATIONAL VISION ASSOCIATES, LTD. By: /S/ ----------------------------------------------- Name: Mitchell Goodman Title: Vice President NVAL HEALTHCARE SYSTEMS, INC. By: /S/ ----------------------------------------------- Name: Mitchell Goodman Title: Vice President VISTA OPTICAL EXPRESS, INC. By: /S/ ----------------------------------------------- Name: Mitchell Goodman Title: Vice President

EXHIBIT A TO PLAN VISTA EYECARE, INC. SUMMARY OF TERMS AND CONDITIONS OF NEW SENIOR NOTES - ------------------------------------------------------- ----------------------------------------------------- I. ISSUER: Vista Eyecare, Inc., as Reorganized ------ Debtor under the Parent Plan. - ------------------------------------------------------- ----------------------------------------------------- II. PRINCIPAL AMOUNT: $120,000,000 ---------------- - ------------------------------------------------------- ----------------------------------------------------- III. MATURITY: The eighth anniversary of the Effective -------- Date of the Parent Plan. - ------------------------------------------------------- ----------------------------------------------------- IV. INTEREST RATE: 12%--Interest shall be payable in cash ------------- semi-annually in arrears on March 31 and September 30 of each year. - ------------------------------------------------------- ----------------------------------------------------- V. AMORTIZATION: ------------ - ------------------------------------------------------- ----------------------------------------------------- A. OPTIONAL PREPAYMENTS: Prepayable at any time, in whole or in part, -------------------- on 30 days' prior written notice, at 100% of the principal amount of the New Senior Notes to be prepaid, plus accrued interest thereon through the date of prepayment. - ------------------------------------------------------- ----------------------------------------------------- B. MANDATORY PREPAYMENTS: Semi-annually mandatory prepayment of 100% of --------------------- Excess Cash Flow. Excess Cash Flow shall be defined as EBITDA (i) less Capital Expenditures, (ii) plus/minus changes in Working Capital, (iii) less senior secured interest expense, (iv) less senior secured required debt amortization, (v) less pro forma New Senior Notes' interest expense, and (vi) less pro forma cash taxes. - ------------------------------------------------------- ----------------------------------------------------- VI. COLLATERAL AND RANKING: Subject to exit revolving credit facility, ---------------------- a first lien on all tangible and intangible assets of the Reorganized Debtor. Other concepts will be consistent with terms in the existing Senior Notes Indenture. - ------------------------------------------------------- -----------------------------------------------------

- ------------------------------------------------------- ----------------------------------------------------- VII. COVENANTS: Affirmative, negative, and financial covenants --------- (including, minimum EBITDA, fixed charge coverage ratio and limitation on capital expenditures) will be consistent with the terms in the existing Senior Notes Indenture. - ------------------------------------------------------- ----------------------------------------------------- VIII. FINANCIAL REPORTING: No change from reporting requirements for ------------------- current outstanding Senior Notes, consistent with the terms in the existing Senior Notes Indenture. - ------------------------------------------------------- ----------------------------------------------------- IX. REPRESENTATIONS, WARRANTIES AND To be consistent with the terms in the ------------------------------- existing Senior Notes Indenture. EVENTS OF DEFAULT: ----------------- - ------------------------------------------------------- ----------------------------------------------------- X. REGISTRATION RIGHTS: Demand registration rights (including shelf ------------------- demand) for holders of 10% or more of the outstanding principal amount of the New Senior Notes. - ------------------------------------------------------- ----------------------------------------------------- XI. RATING: The Reorganized Debtor will use its ------ reasonable efforts to obtain a rating for the New Senior Notes of at least CCC from a nationally recognized rating agency. - ------------------------------------------------------- -----------------------------------------------------

EXHIBIT B TO PLAN ASSUMED AGREEMENTS # CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 1. Sun Life Policy Sun Life of Canada, PO Box 81200, Ste Jim Krause Life Insurance 0 1219, Wellesley Hills, MA 02181 - ------------------------------------------------------------------------------------------------------------------------------------ 2. NOVA Information Systems NOVA Informaiton Services, Inc., One Credit Card Processing 0 Concourse Pkwy, Ste 300, Atlanta, GA 30328 - ------------------------------------------------------------------------------------------------------------------------------------ 3. Discover Financial Discover Financial Services, Inc. Attn Credit Card Processing 0 Bonnie Middleton, POB 52145, Phoenix, AZ 85072 - ------------------------------------------------------------------------------------------------------------------------------------ 4. American Express American Express, Ste 0001, Chicago, IL Credit Card Processing 0 60679 - ------------------------------------------------------------------------------------------------------------------------------------ 5. Out-Put Solutions (LaPre) Out Put Solutions, Inc., 2 Milton Ave, A/P Check Cutting Software 0 Alpharetta, GA 30004 - ------------------------------------------------------------------------------------------------------------------------------------ 6. Alternative Mailing 3435 Breckinridge Blvd, Ste 100, Payroll Check Software 20.62 Systems Duluth, GA 30136 and Maintenance - ------------------------------------------------------------------------------------------------------------------------------------ 7. Ultimate Software Group The Ultimate Software Group, Inc., 2000 Ulti-Pro Payroll Software 80442.9 Ultimate Way, Weston, FL 33326 - ------------------------------------------------------------------------------------------------------------------------------------ 8. Connecticut General Connecticut General Life Ins., PO Box Medical & Dental 60384.45 (Cigna) 102086, Atlanta, GA 30368 - ------------------------------------------------------------------------------------------------------------------------------------ 9. Connecticut General Connecticut General Life Ins., PO Box Basic Life/AD&D Insurance see above (Cigna) 102086, Atlanta, GA 30368 - ------------------------------------------------------------------------------------------------------------------------------------ 10. Connecticut General Connecticut General Life Ins., PO Box Supplemental Life Insurance see above (Cigna) 102086, Atlanta, GA 30368 - ------------------------------------------------------------------------------------------------------------------------------------ 11. HMSA Hawaii Medical Service Association, PO Medical & Dental Hawaii 0 Box 29330, Honolulu, HI 96820 - ------------------------------------------------------------------------------------------------------------------------------------ 12. Standard Insurance Standard Insurance Company, Unit 81, PO Short term/Long Term Disability 0 Company Box 4900, Portland, OR 97208 - ------------------------------------------------------------------------------------------------------------------------------------ 13. Paul Revere Insurance Paul Revere Insurance Company, PO Box Executive Supplemental Disability 0 Company 13974, Philadelphia, PA 19153 - ------------------------------------------------------------------------------------------------------------------------------------ 14. The Hartford (TPA) The Hartford, PO Box 00-03760, New York Short Disability 0 Philadelphia, PA 19178 - ------------------------------------------------------------------------------------------------------------------------------------ 15. Hartford Life & Accident Hartford Fire Insurance Worker's Comp 25518 Ins., PO Box 31000, Honolulu, HI 96849 - ------------------------------------------------------------------------------------------------------------------------------------ 16. W. E. Stanley WE Stanley, 300 E. Wendover Ave., 401(k) Retirement Plan 0 Greensboro, NC 27401 - ------------------------------------------------------------------------------------------------------------------------------------ 17. First Trust Trustlynx, P.O. B. 17748, Cenver, CO 401(k) Retirement Plan 0 80217 - ------------------------------------------------------------------------------------------------------------------------------------ 18. LINA LINA, PO Box 8500-K110, Philadelphia, Travel/Accident Insurance 0 PA 19178 - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 19. Laboratory Group Laboratory Corp of America, Holdings, Drug Testing 6489.29 Po Box 12140, Burlington, NC 27216 - ------------------------------------------------------------------------------------------------------------------------------------ 20. MedTox Laboratories Medtox Laboratories, 402 West County Drug Testing 7528.88 Road D, St Paul, MN 55112 - ------------------------------------------------------------------------------------------------------------------------------------ 21. Hire Check f/k/a CIC Hire Check, Inc., PO Box 42199, St. Background Check 1876 Petersburg, FL 33742 - ------------------------------------------------------------------------------------------------------------------------------------ 22. E-Trade (Share Data) E*Trade Business Solutions, PO Box Stock Option Data Base 0 989032, West Sacramento, CA 95798 - ------------------------------------------------------------------------------------------------------------------------------------ 23. IBM Credit Corp Financing IBM Corporation, PO Box 105063-BO CD 3, 8 2483s Scanners in the see below Atlanta, GA 30348 Lawrenceville DC - ------------------------------------------------------------------------------------------------------------------------------------ 24. IBM IBM Corporation, PO Box 105063-BO CD 3, Equipment located at Mid West see below Atlanta, GA 30348 - ------------------------------------------------------------------------------------------------------------------------------------ 25. IBM IBM Corporation, PO Box 105063-BO CD 3, AS/400 - HO - Lease approx. 2 Yrs. 47938.46 Atlanta, GA 30348 - ------------------------------------------------------------------------------------------------------------------------------------ 26. MCI/Worldcom/UUNET MCI Worldcom Communications, Inc. PO POS Comm - 3 yr. K - Use private 0 Box 371322, Pittsburgh, PA 15250 intern. Pay monthly - ------------------------------------------------------------------------------------------------------------------------------------ 27. MCI/Worldcom/UUNET MCI Worldcom Communications, Inc. PO Internet - HO - 3 yr. K - Use private 0 Box 371322, Pittsburgh, PA 15250 intern. Pay monthly - ------------------------------------------------------------------------------------------------------------------------------------ 28. JDA JDA Software, Group, 14400 N 87th Enterprise Software - License 43676 Street, Scottsdale, AZ 85260 Agreement - One Time - ------------------------------------------------------------------------------------------------------------------------------------ 29. Borland Borland International, 100 Borland Way, InterBase -- POS Database - One-time 0 Dept 1410, Scotts Valley, CA 95066 license - software, Enterprise (Support Agreement) - ------------------------------------------------------------------------------------------------------------------------------------ 30. GEIS GE Information Services, PO Box 640371, New POS Mail Box/Comm Maintenance 0 Pittsburgh, PA 15264 - ------------------------------------------------------------------------------------------------------------------------------------ 31. Sterling Commerce Sterling Commerce, PO Bxo 73199, EDI Comm/mtce, Gen Tran 7355.65 Chicago, IL 60673 - ------------------------------------------------------------------------------------------------------------------------------------ 32. Lucent Technologies, Inc. Lucent Technologies, Inc., PO Box Phone Mtce - HO 0 27-850, Kansas City, MO 64184 - ------------------------------------------------------------------------------------------------------------------------------------ 33. AVAYA Communications Avaya Inc., PO Box 27-850, Kansas City, Definity G3si PBX, Intuity Audix, 4863.05 MO 64184 Call Accounting System - ------------------------------------------------------------------------------------------------------------------------------------ 34. Santa Cruz Operations The Santa Cruz Operation, Inc., PO Box POS - UNIX Oper. System - License - 0 7594, San Francisco, CA 94120 we've paid opport to to buy at discount - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 35. Novell Novell, Inc., PO Box 31001-0024, Corporate License Agreement for 0 Pasadena, CA 91110 network, zenworks, groupwise, NDS, e-directory, NT Account Manager, Netwrk wriring - ------------------------------------------------------------------------------------------------------------------------------------ 36. JYACC, Inc. Prolifics, 116 John Street, New York, Prolifics - POS Tool - Maintenance - 269.36 NY 10038 software - ------------------------------------------------------------------------------------------------------------------------------------ 37. Hawkeye Information Hawkeye Information Services, PO Box Hawkeye - AS/400 Tool Annual Maint., 0 Services 2167, Ft Collins, CO 80522 Pathfinder - ------------------------------------------------------------------------------------------------------------------------------------ 38. Business Computer Designs Business Computer Design, 950 York Progen - AS/400 Tool Annual Maint. 0 Road, Hinesdale, IL 60521 - ------------------------------------------------------------------------------------------------------------------------------------ 39. AirTouch Airtouch Paging, PO Box 672038, Dallas, Pagers - Lease 276.8 TX 75267 - ------------------------------------------------------------------------------------------------------------------------------------ 40. For Business Technology For Business Technologies,Inc., 875 POS Call Log Tracking - Software 4165 Lawrenceville Suwanee Road, Package Lawrenceville, GA 30046 - ------------------------------------------------------------------------------------------------------------------------------------ 41. Arcus Data Security Arcus Data Security, Inc. PO Box Storage (Back-ups) 482.98 911862, Dallas, TX 75391 - ------------------------------------------------------------------------------------------------------------------------------------ 42. Sungard Recovery Sungard Recovery Services, Inc., PO Box Business Recovery Site, Contingency 3500 91233, Chicago, IL 60693 Safety - ------------------------------------------------------------------------------------------------------------------------------------ 43. BMC BMC Solutions, Inc., PO Box 932109, Printer Mtce. - DC/AP 747.8 Atlanta, GA 31193 - ------------------------------------------------------------------------------------------------------------------------------------ 44. Regions Leasing/Darrell Regions Leasing, PO Box 1203, Software, S/20 ALTDEV/ Master Lease 0 Flowe & Assoc. Montgomery, AL 36102 DFA-004, 9406 ALTPROD/Master Lease DFA-004 - ------------------------------------------------------------------------------------------------------------------------------------ 45. Prodata Prodata Computer Services, Inc., 2809 DataBase Utility - Software 398 South 160th St, Ste 401, Omaha, NE 681 - ------------------------------------------------------------------------------------------------------------------------------------ 46. Pinnacle Bus. Systems Pinnacle Business Systems, 1000 South Job Manager and ICOM/400 0 Baumann, Edmond, OK 73034 - ------------------------------------------------------------------------------------------------------------------------------------ 47. Perle Perle Systems LTd, Dept 771074, PO Box Computer Language License 0 77000, Detroit, MI 48277 - ------------------------------------------------------------------------------------------------------------------------------------ 48. Blue Ocean Software Blue Ocean Software, Inc., 15310 Track-It - Inv. Control Software 0 Amberly Drive, Tampa, FL 33647 - ------------------------------------------------------------------------------------------------------------------------------------ 49. Lexmark Lexmark International, Inc., PO Box Printers - Maintenance 0 96612, Chicago, IL 60693 - ------------------------------------------------------------------------------------------------------------------------------------ 50. Elron Software Elron Software, Network Mgmt Div., One Firewall and Web Inspector 1794 Cambridge Ctr, 11th Floor?? - ------------------------------------------------------------------------------------------------------------------------------------ 51. Verizon Wireless Verizon Wireless Messaging Service, POB Pagers - Lease 0 672038, Dallas, TX 75267 - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 52. Verizon Wireless Verizon Wireless Messaging Service, POB Phones for the Stores 38184.45 672038, Dallas, TX 75267 - ------------------------------------------------------------------------------------------------------------------------------------ 53. Sprint Sprint, POB 530504, Atlanta, GA 30353 Wide Area Network 25525.78 - ------------------------------------------------------------------------------------------------------------------------------------ 54. Hewlett Packard Hewlett Packard, PO Box 101149, Hardware and Software Support 593.35 Atlanta, GA 30392 for K370 - ------------------------------------------------------------------------------------------------------------------------------------ 55. Hewlett Packard Hewlett Packard, PO Box 101149, Hardware and Software Support see above Atlanta, GA 30392 for K570 - ------------------------------------------------------------------------------------------------------------------------------------ 56. Hewlett Packard Hewlett Packard, PO Box 101149, Hp 9000s, other equipment see above Atlanta, GA 30392 - ------------------------------------------------------------------------------------------------------------------------------------ 57. Comshare Comshare, Inc., 33191 Treasury Center, Support Agreement 0 Chicago, IL 60694 - ----------------------------------------------------------------------------------------------------------------------------------- 58. Computer Softmart Commercial Services, Inc., PO Open License Agreement for 5651.49 Associates(Softmart) Box 7780-3142, Philadelphia, PA 19182 ARCserve/Network Backup - ------------------------------------------------------------------------------------------------------------------------------------ 59. Cabletron (Enterasys Cabletron Systems, Inc., 35 Industrial Cabletron Routers and Spectrum 5518.63 Networks) Way, PO Box 5005, Rochester, NH 03867 Software - ------------------------------------------------------------------------------------------------------------------------------------ 60. F-Secure Corp/Global Global Technologies, Inc, POB 88780, Open License Agreement for 0 Technologies Atlanta, GA 30356 anti-virus - ------------------------------------------------------------------------------------------------------------------------------------ 61. Powerware Powerware, PO Box 93810, Chicago, IL UPS in Computer Room 0 60673-3810 - ------------------------------------------------------------------------------------------------------------------------------------ 62. RJS Software RJS Software Systems, PO Box 19408, WinSpool 0 Minneapolis, MN 55419 - ------------------------------------------------------------------------------------------------------------------------------------ 63. SecurityLink/Ameritech Security Link from Ameritech, PO Box WinPak Security Software, Card 55.03 9001076, Louisville, KY 40290 Printer - ------------------------------------------------------------------------------------------------------------------------------------ 64. WRQ - Reflections WRQ, PO Box 34936, Seattle, WA AS/400 Immulator 0 98124-1936 - ------------------------------------------------------------------------------------------------------------------------------------ 65. MapQuest MapQuest.Com, Inc., Po Box 85009490, Web Location Tool 0 Philadelphia, PA 19178-9490 - ------------------------------------------------------------------------------------------------------------------------------------ 66. Web Oricle Web Oracle, Inc., 5323 Oxford Chase Website Hosting 0 Way, Dunwoody, GA 30338 - ------------------------------------------------------------------------------------------------------------------------------------ 67. ARM Group Arm Group, 143 Madison Avenue, New Contract Tickler Annual Maintenance 0 York, NY 10016 - ------------------------------------------------------------------------------------------------------------------------------------ 68. Allergan Allergan Inc., 2525 Dupont Drive, Solutions 0 Irvine, CA 92715 - ------------------------------------------------------------------------------------------------------------------------------------ 69. PerSe Technologies Per-Se' Technologies, Po Box 101352, Process Managed Care Claims 257638.32 Atlanta, GA 30392 - ------------------------------------------------------------------------------------------------------------------------------------ 70. Managed Care Systems Managed Care Systems, Inc. 7330 North Software for Processing Acquired 6333.33 16th Street, Ste G-102, Phoenix, AZ Entities 85038 - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 71. Bette Burgess HMC/ Bette Burgess, HCB, 3138 W Dakota Ave Medical Billing 3843 Provider Billing Unit 96, Fresno, CA 93722 Services - ------------------------------------------------------------------------------------------------------------------------------------ 72. Digital Vision (DVI Digital Vision Inc., PO Box 82294, RX Tracking for Lawrenceville & 16508.72 Monthly License Fee) Portland, OR 97282 Midwest Labs - ------------------------------------------------------------------------------------------------------------------------------------ 73. Mike Albert Leasing Mike Albert Leasing, Inc., PO Box 7 Auto Leases (details on separate 2722.56 642531, Pittsburg, PA 15264 schedule) - ------------------------------------------------------------------------------------------------------------------------------------ 74. CareData.com CAREDATA.COM, PO Box 277434, Atlanta, Credentialing 2356.5 GA 30384 - ------------------------------------------------------------------------------------------------------------------------------------ 75. Parkway Portfolio 1 LLC Parkway Portfolio, Moorefield II, PO Eastern Regional Office, Richmond, 143.5 Box 39271, Jackson, MS 39271 VA - ------------------------------------------------------------------------------------------------------------------------------------ 76. LC Properties, LLC LC Properties, LLC, 26 Sycamore Sublease for 296 Grayson Highway 0 (lAssignee of Wal-Mart Station, Decatur, GA 30030 Offices effective 01/01) - ------------------------------------------------------------------------------------------------------------------------------------ 77. Dr. Myrel A. Nuemann Dr. Myrel A. Neumann, PO Box 1304, c/o Lease for Midwest Lab and Offices 0 Kern Dewenter, St Cloud, MN 56303 - ------------------------------------------------------------------------------------------------------------------------------------ 78. Army & Air Force Army & Airforce Exchange Service, 2727 Hurlburt, Elgin, Edward, Ft. 46307.61 Exchange Service West LBJ Freeway, Dallas, TX 75234 Wainright, Eielson, Ft. Rucker, Robins, Elmendorf, Ft. Hood & Patrick stores - ------------------------------------------------------------------------------------------------------------------------------------ 79. Navy Exchange Service Navy Exchange Service Command, 3280 Bethesda, Annapolis, Norfolk, 30658.56 Command Virginia Beach Blvd., Vrginia Beach, VA Brunswick, Moffett Field, Memphis, 23452 New London & Portsmouth stores - ------------------------------------------------------------------------------------------------------------------------------------ 80. Marine Corp Exchange Marine Corp Community Services Quantico store 1831.45 Division, POB 1397, Quantico, VA 22134 - ------------------------------------------------------------------------------------------------------------------------------------ 81. Key Corporate Capital KeyCorp Leasing c/o KeyBank, Attn: Ron Managed Care Software System AS/400 & 0 McKenzie, POB 11500, Tacoma, WA 98411 Upgrade 9406170 Computer et al - ------------------------------------------------------------------------------------------------------------------------------------ 82. WAL*MART MANAGED CARE SEE BELOW FOR INDIVIDUAL WAL*MART MANAGED CARE PLANS PLANS MANAGED CARE PLANS. - ------------------------------------------------------------------------------------------------------------------------------------ 83. Anthem Blue Cross Blue PO Box 555, North Haven, CT, 06475 Wal*Mart Managed Care Plans 0 Shield of CT - ------------------------------------------------------------------------------------------------------------------------------------ 84. Atlantic County 1760 Market St 14th Floor, Wal*Mart Managed Care Plans 0 Utilities Authority Philadelphia, PA, 19103 - ------------------------------------------------------------------------------------------------------------------------------------ 85. Atlantic Integrated 1315 S. Glenburne Rd, New Bern, NC., Wal*Mart Managed Care Plans 0 Health 28562 - ------------------------------------------------------------------------------------------------------------------------------------ 86. B/C &B/S Central NY - 344 South Warren Street, P.O. Box Wal*Mart Managed Care Plans 0 HMO-CNY Inc 4089, Syracuse, NY, 13221-4712 - ------------------------------------------------------------------------------------------------------------------------------------ 87. Blue Cross Blue Shield P.O. Box 995, Birmingham, AL, 35298 Wal*Mart Managed Care Plans 0 Alabama - All Kids - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 88. Blue Cross Blue Shield 10455 Mill Run Circle, Owings Wal*Mart Managed Care Plans 0 of Maryland Mills, MD, 21117-5559 - ------------------------------------------------------------------------------------------------------------------------------------ 89. Blue Cross Blue Shield Utica Business Park / 12 Rhoads Wal*Mart Managed Care Plans 0 of Utica Watertown Dr., Utica, NY, 13502 - ------------------------------------------------------------------------------------------------------------------------------------ 90. Blue Shield of P.O. Box 15013, Albany, NY, 12212-5013 Wal*Mart Managed Care Plans 0 Northeastern NY - ------------------------------------------------------------------------------------------------------------------------------------ 91. Cascade Comprehensive P.O. Box 217, Klamath Falls, OR, Wal*Mart Managed Care Plans 0 Care Inc 97601-0368 - ------------------------------------------------------------------------------------------------------------------------------------ 92. Cigna Health Plan of Two Riverway, Ste. 1200, Houston, TX, Wal*Mart Managed Care Plans 0 Texas/Temple Inland 77056 - ------------------------------------------------------------------------------------------------------------------------------------ 93. Clarity Vision/Opti/Gat PO Box 890500, Camp Hill, PA, 17089 Wal*Mart Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 94. Coast to Coast - 20/20 PO Box 671309, Dallas, TX, 75367 Wal*Mart Managed Care Plans 0 Select - ------------------------------------------------------------------------------------------------------------------------------------ 95. Davis Vision PO Box 971, Schenectady, NY, 12301 Wal*Mart Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 96. ECPA PO Box 51810, Phoenix, AZ, 85076 Wal*Mart Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 97. Fraternal Order of 511 N Broad St 7th Floor, Wal*Mart Managed Care Plans 0 Police Philadelphia, PA, 19123 - ------------------------------------------------------------------------------------------------------------------------------------ 98. GHI (Group Health Inc) Pioneer Business Park / 5000 Campuswood Wal*Mart Managed Care Plans 0 Dr., East Syracuse, N Y, 13057-9914 - ------------------------------------------------------------------------------------------------------------------------------------ 99. Grants Pass Clinic Vocational Rehab Division, PO Box 808, Wal*Mart Managed Care Plans 0 Gold Beach, OR. 97444 - ------------------------------------------------------------------------------------------------------------------------------------ 100. Hidden Lake Academy 830 Hidden Lake Road, Dahlonega, GA, Wal*Mart Managed Care Plans 0 30533 - ------------------------------------------------------------------------------------------------------------------------------------ 101. Intergroup 9300 N. Finance Center Dr., Ste. Wal*Mart Managed Care Plans 0 100, Tucson, AZ, 85710 - ------------------------------------------------------------------------------------------------------------------------------------ 102. MECA PO Box 17190, Indianapolis, IN, 4617 Wal*Mart Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 103. Medi-Cal 3138 W. Dakota #2, Fresno, CA, 93722- Wal*Mart Managed Care Plans 0 4944 - ------------------------------------------------------------------------------------------------------------------------------------ 104. Medicare 2300 Springdale Drive, Building 1, Wal*Mart Managed Care Plans 0 GM-219, Camden, SC, 29020 - ------------------------------------------------------------------------------------------------------------------------------------ 105. MES PO Box 93033, Long Beach, CA, 90809 Wal*Mart Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 106. Metlife Grp Vision Clai PO Box 3010 Oneida County Industrial Wal*Mart Managed Care Plans 0 Park, Utica, NY, 13504 - ------------------------------------------------------------------------------------------------------------------------------------ 107. Metropolitan AT&T, See Above Wal*Mart Managed Care Plans 0 Lucent Tech., Goodyear - ------------------------------------------------------------------------------------------------------------------------------------ 108. Metropolitan P.O. Box 3010, Onieda Cnty. Industrial Wal*Mart Managed Care Plans 0 Schedule "C" Park, Utica, NY, 13504 - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 109. National Vision Admin P.O. Box 2187, Clifton, NJ, 7015 Wal*Mart Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 110. New Mexico Medicaid P.O. Box 25700, Albuqerque, NM, 87125 Wal*Mart Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 111. North American PO Box 2487, Columbus, OH. 43216 Wal*Mart Managed Care Plans 0 Preferred Vision Network - ------------------------------------------------------------------------------------------------------------------------------------ 112. Onondaga County 10 Adler Dr, East Syracuse, NY, 13057 Wal*Mart Managed Care Plans 0 Laborer's Health & Training Funds - ------------------------------------------------------------------------------------------------------------------------------------ 113. Pacific Source Health PO Box 7068, Eugene, OR, 97401 Wal*Mart Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 114. Quality Block Company - PO Box 8049, Phoenix, AZ, 85060 Wal*Mart Managed Care Plans 0 SRT Administrators - ------------------------------------------------------------------------------------------------------------------------------------ 115. San Carlos Housing P.O. Box 55237, Phoenix, AZ, 85078 Wal*Mart Managed Care Plans 0 Authority - ------------------------------------------------------------------------------------------------------------------------------------ 116. Senior's First PO Box 830602 Birmingham, AL Wal*Mart Managed Care Plans 0 35203, Birmingham, AL, 35203 - ------------------------------------------------------------------------------------------------------------------------------------ 117. Shoal-Water Bay Indian PO Box 228, Tokeland, WA. 98590 Wal*Mart Managed Care Plans 0 Tribe Store 2037 only - ------------------------------------------------------------------------------------------------------------------------------------ 118. South Dakota Medicaid 700 Governor's Dr., Pierre, SD, 57501 Wal*Mart Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 119. Spectera Inc 2811 Lord Baltimore Dr, Wal*Mart Managed Care Plans 0 Baltimore, MD, 21244 - ------------------------------------------------------------------------------------------------------------------------------------ 120. Superior Vision Reliast PO Box 967, Rancho Cordova, CA, 95741 Wal*Mart Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 121. Texas Medicaid P.O Box 200555 Bldg C, Austin, TX, Wal*Mart Managed Care Plans 0 78720 - ------------------------------------------------------------------------------------------------------------------------------------ 122. Texas Rehabilitation See Above Wal*Mart Managed Care Plans 0 Commission - ------------------------------------------------------------------------------------------------------------------------------------ 123. Top Quality Masonry PO Box 8049, Phoenix, AZ, 85060 Wal*Mart Managed Care Plans 0 Company - SRT Administrators - ------------------------------------------------------------------------------------------------------------------------------------ 124. West Virginia Medicaid P.O. Box 3767, Charleston, WV, 35337 Wal*Mart Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 125. Wyoming Medicaid P.O. Box 547, Cheyenne, WY, 82003 Wal*Mart Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 126. FRED MEYER MANAGED SEE BELOW FOR INDIVIDUAL FRED MEYER MANAGED CARE PLANS CARE PLANS MANAGED CARE PLANS. - ------------------------------------------------------------------------------------------------------------------------------------ 127. A&I Benefit 1220 Southwest Morrison, Ste. 300 Fred Meyer Managed Care Plans 0 Administrators Portland, OR, 97205 - ------------------------------------------------------------------------------------------------------------------------------------ 128. Adminisrative 3404 W. Cheryl Drive, Phoenix, AZ, 85051 Fred Meyer Managed Care Plans 0 Enterprises Inc. - ------------------------------------------------------------------------------------------------------------------------------------ 129. Advanced Benefits 6420 SW Madcam Avenue, Portland, OR, Fred Meyer Managed Care Plans 0 Administrato 97201 - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 130. Aetna / US Healthcare P.O. Box 1125, Bluebell, PA, 19422 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 131. AK Healthcare System 2925 De Barr Rd.,Anchorage, AK, 99508 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 132. Alaksa Laborers P.O. Box 34567, Seattle, WA, 98124 Fred Meyer Managed Care Plans 0 Construction Industry - ------------------------------------------------------------------------------------------------------------------------------------ 133. ALASKA VA Healthcare 2925 De Barr Rd., Anchorage, AK, 99508 Fred Meyer Managed Care Plans 0 Systems - ------------------------------------------------------------------------------------------------------------------------------------ 134. Alliance Health Plan P.O. Box 1207, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 135. Anthem Health & Life P.O. Box 11111, Fort Scott, KS, 66701 Fred Meyer Managed Care Plans 0 Insurance - ------------------------------------------------------------------------------------------------------------------------------------ 136. AOI Health Choice P.O. Box 40384, Portland, OR, 97240 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 137. Associated P.O. Box 6711, Portland, OR, 97228 Fred Meyer Managed Care Plans 0 Administrators - ------------------------------------------------------------------------------------------------------------------------------------ 138. Avesis, Inc. P.O. Box 7777, Phoenix, AZ, 85012 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 139. Benesight P.O. Box 52100, Phoenix, AZ. 85072 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 140. Blue Card Program P.O. Box 327, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 141. Blue Cross of Idaho P.O. Box 7408, Boise, ID, 83707 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 142. Blue Cross of P.O. Box 91080, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 Washington/Alaska - ------------------------------------------------------------------------------------------------------------------------------------ 143. Blue Cross/Blue Shield P.O. Box 91010, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 144. Boeing Health Plan P.O. Box 21065, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 145. Boeing Health P.O. Box 91009, Seattle, WA, 98101 Fred Meyer Managed Care Plans 0 Washington Plan - ------------------------------------------------------------------------------------------------------------------------------------ 146. CARPENTER'S TRUST OF P.O. Box 5434, Spokane, WA, 99205 Fred Meyer Managed Care Plans 0 WA/ID - ------------------------------------------------------------------------------------------------------------------------------------ 147. Cement Masons & P.O. Box 34203, Seattle, WA, 98121 Fred Meyer Managed Care Plans 0 Plasterers - W - ------------------------------------------------------------------------------------------------------------------------------------ 148. CIGNA Healthcare P.O. Box 9321, Sherman, TX, 75091 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 149. Cigna Healthcare P.O. Box 188004, Chattanooga, TN, 37422 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 150. CIGNA HEALTHCARE P.O. Box 188004, Chattanooga, TN, 37422 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 151. Cigna Healthcare - ID P.O. Box 182654, Columbus, OH, 43218 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 152. CLARITY VISION P.O. Box 890500, Camp Hill, PA, 17089 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 153. Coast To Coast Vision P.O. Box 792070, San Antonio, TX, 78279 Fred Meyer Managed Care Plans 0 Plan - ------------------------------------------------------------------------------------------------------------------------------------ 154. Coastal Insurance P.O. Box 897, Bellingham, WA, 98227 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 155. Davis Vision P.O. Box 971, Schenectady, NY, 12301 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 156. EYECARE PLAN OF AMERICA - 7776 S. Point Parkway Fred Meyer Managed Care Plans 0 ECPA W., Phoenix, AZ, 85044 - ------------------------------------------------------------------------------------------------------------------------------------ 157. First Choice Healthcare P.O. Box 91009, Seattle, WA, 98101 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 158. First Health P.O. Box 8099, London, KY, 40742 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 159. Great West Life P.O. Box 11111, Fort Scott, KS, 66701 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 160. H.E.R.E. Local 8 P.O. Box 34355, Seattle, WA, 98124 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 161. Health Comp. Admin. P.O. Box 45018, Fresno, CA, 93718 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 162. Health Management 13902 East Expedition Fred Meyer Managed Care Plans 0 Network Ave., Aurora, CO, 80013 - ------------------------------------------------------------------------------------------------------------------------------------ 163. HEALTHCARE MANAGEMENT P.O. Box 85008, Bellvue, WA, 98015 Fred Meyer Managed Care Plans 0 ADMIN. - ------------------------------------------------------------------------------------------------------------------------------------ 164. Highline Community P.O. Box 91014, Seattle, WA, 98101 Fred Meyer Managed Care Plans 0 Hospital - ------------------------------------------------------------------------------------------------------------------------------------ 165. Idaho Medicaid P.O. Box 23, Boise, ID, 83707 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 166. IEC Group P.O. Box 7186, Boise, ID, 83707 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 167. INTERMOUNTAIN IRON 3785 S, 700 East, City, UT, 84106 Fred Meyer Managed Care Plans 0 WRKRS LOCAL 732 - ------------------------------------------------------------------------------------------------------------------------------------ 168. Kenai Borough P.O. Box 97313, Bellvue, WA, 98009 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 169. Kenai School District P.O. Box 97313, Bellvue, WA, 98009 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 170. Lifewise P.O. Box 7709, Bend, OR, 97708 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 171. MEDICAL EYE SERVICES P.O. Box 93033, Long Beach, CA, 90809 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 172. Medical Eye Services P.O. Box 93033, Long Beach, CA, 90809 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 173. Medical Eye Services P.O. Box 8184, Portland, OR, 97207 Fred Meyer Managed Care Plans 0 of Oregon - ------------------------------------------------------------------------------------------------------------------------------------ 174. MetLife Insurance Co. P.O. Box 3010, Utica, NY, 13504 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 175. MetLife Insurance P.O. Box 3010, Utica, NY, 13504 Fred Meyer Managed Care Plans 0 Company - ------------------------------------------------------------------------------------------------------------------------------------ 176. Microsoft P.O. Box 4346, Bismark, ND, 58502 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 177. Mountain States 13902 East Expedition Ave., Fred Meyer Managed Care Plans 0 Administration Aurora, CO, 80013 - ------------------------------------------------------------------------------------------------------------------------------------ 178. Mutual of Omaha P.O. Box 31488, Omaha, NE, 68131 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 179. National Vision P.O. Box 1981, East Hanover, NJ, 07936 Fred Meyer Managed Care Plans 0 Administrators - ------------------------------------------------------------------------------------------------------------------------------------ 180. Northern Alaska P.O. Box 12707, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 Carpernters - Local 1243 - ------------------------------------------------------------------------------------------------------------------------------------ 181. Northwest Benefit 2323 Eastlake Ave. E., Seattle, WA, Fred Meyer Managed Care Plans 0 Network (NBN) 98102 - ------------------------------------------------------------------------------------------------------------------------------------ 182. Northwest Sheet P.O. Box 5433, Spokane, WA, 99205 Fred Meyer Managed Care Plans 0 Metal Workers - ------------------------------------------------------------------------------------------------------------------------------------ 183. OEA Choice Trust P.O. Box 23600, Tigard, OR, 97281 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 184. One Health Plan P.O. Box 97313, Bellvue, WA, 98009 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 185. OPERATING ENGINEERS OF P.O. Box 34684, Seattle, WA, 98124 Fred Meyer Managed Care Plans 0 WA/AK - ------------------------------------------------------------------------------------------------------------------------------------ 186. Operating Engineers of P.O. Box 34684, Seattle, WA, 98124 Fred Meyer Managed Care Plans 0 WA/AK - ------------------------------------------------------------------------------------------------------------------------------------ 187. Oregon Dental Service P.O. Box 40384, Portland, OR, 97240 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 188. Pacific Heritage P.O. Box 1020, Portland, OR, 97207 Fred Meyer Managed Care Plans 0 Administrator - ------------------------------------------------------------------------------------------------------------------------------------ 189. PacifiCare of Oregon P.O. Box 310703, Boca Raton, FL, 33431 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 190. Pierce County Blue P.O. Box 21267, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 Shield - ------------------------------------------------------------------------------------------------------------------------------------ 191. PREMERA BLUE CARD P.O. Box 327, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 192. Premera Blue Cross P.O. Box 90180, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 193. PREMERA BLUE CROSS P.O. Box 21065, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 194. PRINCIPAL FINANCE GROUP P.O. Box 57700, Salt Lake City, UT, Fred Meyer Managed Care Plans 0 84157 - ------------------------------------------------------------------------------------------------------------------------------------ 195. Principal Financial 4021 South 700 East, Ste. Fred Meyer Managed Care Plans 0 500Springs, Springs, CO, 80949 - ------------------------------------------------------------------------------------------------------------------------------------ 196. Principal Mutual Life P.O. Box 3006, Ames, IA, 50010 Fred Meyer Managed Care Plans 0 Insuranc - ------------------------------------------------------------------------------------------------------------------------------------ 197. Providence Good P.O. Box 3125, Portland, OR, 97208 Fred Meyer Managed Care Plans 0 Health Plan - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 198. Providence Health P.O. Box 370, Longview, OR, 98632 Fred Meyer Managed Care Plans 0 Plans-Select Care of Oregon - ------------------------------------------------------------------------------------------------------------------------------------ 199. PUGET SOUND BENEFITS P.O. Box 34203, Seattle, WA, 98124-1203 Fred Meyer Managed Care Plans 0 TRUST - ------------------------------------------------------------------------------------------------------------------------------------ 200. Puget Sound Electrical P.O. Box 34203, Seattle, WA, 98124 Fred Meyer Managed Care Plans 0 Workers - ------------------------------------------------------------------------------------------------------------------------------------ 201. QualMed Oregon Health P.O. Box 1707, Clackamas, OR, 97015 Fred Meyer Managed Care Plans 0 Plan - ------------------------------------------------------------------------------------------------------------------------------------ 202. Regence BCBS of Oregon P.O. Box 1271, Portland, OR, 97207 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 203. Regence Blue shield P.O. Box 21267, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 204. Regence Blue Shield P.O. Box 1160, Lewiston, ID, 97207 Fred Meyer Managed Care Plans 0 of Idaho - ------------------------------------------------------------------------------------------------------------------------------------ 205. Regence Blue Shield P.O. Box 21267, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 of WA - ------------------------------------------------------------------------------------------------------------------------------------ 206. Regence HMO Oregon P.O. Box 900, Portland, OR, 97207-0900 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 207. Regence Northwest P.O. Box 91039, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 Health - ------------------------------------------------------------------------------------------------------------------------------------ 208. Risk & Benefit P.O. Box 241569, Anchorage, AK, 99524- Fred Meyer Managed Care Plans 0 Management Serv 1569 - ------------------------------------------------------------------------------------------------------------------------------------ 209. SECURE VISION P.O. Box 790042, St. Louis, MO, 63179 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 210. Select Care - P.O. Box 10106, Eugene, OR, 97440 Fred Meyer Managed Care Plans 0 Washington - ------------------------------------------------------------------------------------------------------------------------------------ 211. SGA Benefits Trust P.O. Box 46579, Seattle, WA, 98146-0579 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 212. Sound Health P.O. Box 12707, Seattle, WA, 98111 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 213. Spectera Vision 2811 Lord Baltimore Fred Meyer Managed Care Plans 0 Dr., Baltimore, MD, 251244 - ------------------------------------------------------------------------------------------------------------------------------------ 214. Superior Vision Plan 24012 Calle De La Plata, Ste. Fred Meyer Managed Care Plans 0 350, Laguna Hills, CA, 92653-7624 - ------------------------------------------------------------------------------------------------------------------------------------ 215. SUPERIOR VISION PLAN - P.O Box 967, Rancho Cordova, CA, 92654 Fred Meyer Managed Care Plans 0 RELIAST - ------------------------------------------------------------------------------------------------------------------------------------ 216. SUPERIOR VISION P.O. Box 2829, Nigel, CA, 92654 Fred Meyer Managed Care Plans 0 SERVICES - ------------------------------------------------------------------------------------------------------------------------------------ 217. The TPA P.O. Box 300, Pueblo, CO, 81002 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 218. UFCW - Oregon P.O. Box 1420, Portland, OR, 97207 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 219. UFCW Local 555 P.O Box 6010, Cypress, CA, 90630 Fred Meyer Managed Care Plans 0 Employers Trust - ------------------------------------------------------------------------------------------------------------------------------------ 220. W0shington Employers P.O. Box 12068, Seattle, WA, 98102 Fred Meyer Managed Care Plans 0 Trust - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 221. William C. Earhart P.O.Box 4148, Portland, OR, 97208 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 222. Zenith Administrators P.O. Box 7128, Phoenix, AZ, 85011 Fred Meyer Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 223. FREE STANDING MANAGED SEE BELOW FOR INDIVIDUAL FREE STANDING MANAGED CARE PLANS CARE PLANS MANAGED CARE PLANS. - ------------------------------------------------------------------------------------------------------------------------------------ 224. A&I Benefit 1220 Southwest Morrison, Ste. Free Standing Managed Care Plans 0 Administrators 300, Portland, OR, 97205 - ------------------------------------------------------------------------------------------------------------------------------------ 225. Adminisrative 3404 W. Cheryl Drive, Phoenix, AZ, 85051 Free Standing Managed Care Plans 0 Enterprises, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ 226. Advanced Benefits 6420 SW Madcam Avenue, Portland, OR, Free Standing Managed Care Plans 0 Administrato 97201 - ------------------------------------------------------------------------------------------------------------------------------------ 227. Aetna / US Healthcare P.O. Box 1125, Bluebell, PA, 19422 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 228. AK Healthcare System 2925 De Barr Rd., Anchorage, AK, 99508 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 229. Alaksa Laborers P.O. Box 34567, Seattle, WA, 98124 Free Standing Managed Care Plans 0 Construction Industry - ------------------------------------------------------------------------------------------------------------------------------------ 230. ALASKA VA Healthcare 2925 De Barr Rd., Anchorage, AK, 99508 Free Standing Managed Care Plans 0 Systems - ------------------------------------------------------------------------------------------------------------------------------------ 231. Alliance Health Plan P.O. Box 1207, Seattle, WA, 98111 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 232. Anthem Health & Life P.O. Box 11111, Fort Scott, KS, 66701 Free Standing Managed Care Plans 0 Insurance - ------------------------------------------------------------------------------------------------------------------------------------ 233. AOI Health Choice P.O. Box 40384, Portland, OR, 97240 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 234. Associated P.O. Box 6711, Portland, OR, 97228 Free Standing Managed Care Plans 0 Administrators - ------------------------------------------------------------------------------------------------------------------------------------ 235. Avesis, Inc. P.O. Box 7777, Phoenix, AZ, 85012 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 236. Benesight P.O. Box 52100, Phoenix, AZ. 85072 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 237. Block Vision 250 Country Road, P.O. Box 7068, Free Standing Managed Care Plans 0 Eugene, OR, 97401 - ------------------------------------------------------------------------------------------------------------------------------------ 238. Blue Card Program P.O. Box 327, Seattle, WA, 98111 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 239. Blue Cross of Idaho P.O. Box 7408, Boise, ID, 83707 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 240. Blue Cross of P.O. Box 91080, Seattle, WA, 98111 Free Standing Managed Care Plans 0 Washington/Alask - ------------------------------------------------------------------------------------------------------------------------------------ 241. Blue Cross/Blue Shield P.O. Box 91010, Seattle, WA, 98111 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 242. Boeing Health Plan P.O. Box 21065, Seattle, WA, 98111 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 243. Boeing Health P.O. Box 91009, Seattle, WA, 98101 Free Standing Managed Care Plans 0 Washington Plan - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 244. CARPENTER'S TRUST P.O. Box 5434, Spokane, WA, 99205 Free Standing Managed Care Plans 0 OF WA/ID - ------------------------------------------------------------------------------------------------------------------------------------ 245. Cement Masons & P.O. Box 34203, Seattle, WA, 98121 Free Standing Managed Care Plans 0 Plasterers - W - ------------------------------------------------------------------------------------------------------------------------------------ 246. CIGNA Healthcare P.O. Box 9321, Sherman, TX, 75091 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 247. Cigna Healthcare P.O. Box 188004, Chattanooga, TN, Free Standing Managed Care Plans 0 37422 - ------------------------------------------------------------------------------------------------------------------------------------ 248. CIGNA HEALTHCARE P.O. Box 188004, Chattanooga, TN, 37422 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 249. Cigna Healthcare - ID P.O. Box 182654, Columbus, OH, 43218 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 250. CLARITY VISION P.O. Box 890500, Camp Hill, PA, 17089 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 251. Coast To Coast Vision P.O. Box 792070, San Antonio, TX, 78279 Free Standing Managed Care Plans 0 Plan - ------------------------------------------------------------------------------------------------------------------------------------ 252. Coastal Insurance P.O. Box 897, Bellingham, WA, 98227 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 253. Davis Vision P.O. Box 971, Schenectady, NY, 12301 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 254. EYECARE PLAN OF 7776 S. Point Parkway W., Phoenix, AZ Free Standing Managed Care Plans 0 AMERICA - ECPA 85044 - ------------------------------------------------------------------------------------------------------------------------------------ 255. First Choice Healthcare P.O. Box 91009, Seattle, WA, 98101 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 256. First Health P.O. Box 8099, London, KY, 40742 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 257. Great West Life P.O. Box 11111, Fort Scott, KS, 66701 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 258. H.E.R.E. Local 8 P.O. Box 34355, Seattle, WA, 98124 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 259. Health Comp. Admin. P.O. Box 45018, Fresno, CA, 93718 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 260. Health Management 13902 East Expedition Ave., Aurora, Free Standing Managed Care Plans 0 Network CO, 80013 - ------------------------------------------------------------------------------------------------------------------------------------ 261. HEALTHCARE MANAGEMENT P.O. Box 85008, Bellvue, WA, 98015 Free Standing Managed Care Plans 0 ADMIN. - ------------------------------------------------------------------------------------------------------------------------------------ 262. Highline Community P.O. Box 91014, Seattle, WA, 98101 Free Standing Managed Care Plans 0 Hospital - ------------------------------------------------------------------------------------------------------------------------------------ 263. Idaho Medicaid P.O. Box 23, Boise, ID, 83707 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 264. IEC Group P.O. Box 7186, Boise, ID, 83707 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 265. Intermountain P.O. Box 3018, Missoula, MT, 59806 Free Standing Managed Care Plans 0 Administrators - ------------------------------------------------------------------------------------------------------------------------------------ 266. INTERMOUNTAIN IRON 3785 S, 700 East, City, UT, 84106 Free Standing Managed Care Plans 0 WRKRS LOCAL 732 - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 267. Kenai Borough P.O. Box 97313, Bellvue, WA, 98009 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 268. Kenai School District P.O. Box 97313, Bellvue, WA, 98009 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 269. Lifewise P.O. Box 7709, Bend, OR, 97708 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 270. Medi-Cal 3138 W. Dakota #2, Fresno, CA, 93722- Free Standing Managed Care Plans 0 4944 - ------------------------------------------------------------------------------------------------------------------------------------ 271. MEDICAL EYE SERVICES P.O. Box 93033, Long Beach, CA, 90809 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 272. Medical Eye Services P.O. Box 93033, Long Beach, CA, 90809 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 273. Medical Eye Services of P.O. Box 8184, Portland, OR, 97207 Free Standing Managed Care Plans 0 Oregon - ------------------------------------------------------------------------------------------------------------------------------------ 274. MetLife Insurance Co. P.O. Box 3010, Utica, NY, 13504 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 275. MetLife Insurance P.O. Box 3010, Utica, NY, 13504 Free Standing Managed Care Plans 0 Company - ------------------------------------------------------------------------------------------------------------------------------------ 276. Microsoft P.O. Box 4346, Bismark, ND, 58502 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 277. Montana Retail Store Ste. 220, Whiteflag Bldg./ 104 S. Free Standing Managed Care Plans 0 Employees Freya, Spokane, WA, 99202 - ------------------------------------------------------------------------------------------------------------------------------------ 278. Mountain States 13902 East Expedition Free Standing Managed Care Plans 0 Administration Ave., Aurora, CO, 80013 - ------------------------------------------------------------------------------------------------------------------------------------ 279. Mutual of Omaha P.O. Box 31488, Omaha, NE, 68131 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 280. National Vision P.O. Box 1981, East Hanover, NJ, 07936 Free Standing Managed Care Plans 0 Administrators - ------------------------------------------------------------------------------------------------------------------------------------ 281. Northern Alaska P.O. Box 12707, Seattle, WA, 98111 Free Standing Managed Care Plans 0 Carpernters - Local 1243 - ------------------------------------------------------------------------------------------------------------------------------------ 282. Northwest Benefit 2323 Eastlake Ave. E., Seattle, WA, 98102 Free Standing Managed Care Plans 0 Network (NBN - ------------------------------------------------------------------------------------------------------------------------------------ 283. Northwest Sheet Metal P.O. Box 5433, Spokane, WA, 99205 Free Standing Managed Care Plans 0 Workers - ------------------------------------------------------------------------------------------------------------------------------------ 284. OEA Choice Trust P.O. Box 23600, Tigard, OR, 97281 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 285. One Health Plan P.O. Box 97313, Bellvue, WA, 98009 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 286. OPERATING ENGINEERS P.O. Box 34684, Seattle,WA, 98124 Free Standing Managed Care Plans 0 OF WA/AK - ------------------------------------------------------------------------------------------------------------------------------------ 287. Operating Engineers P.O. Box 34684, Seattle, WA, 98124 Free Standing Managed Care Plans 0 of WA/AK - ------------------------------------------------------------------------------------------------------------------------------------ 288. Oregon Dental Service P.O. Box 40384, Portland, OR, 97240 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 289. Pacific Heritage P.O. Box 1020, Portland, OR, 97207 Free Standing Managed Care Plans 0 Administrator - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 290. PacifiCare of Oregon P.O. Box 310703, Boca Raton, FL, 33431 Free Standing Managed Care Plans 0 - ---------------------------------------------------------------------------------- ------------------------------------------------- 291. Pierce County Blue P.O. Box 21267, Seattle, WA, 98111 Free Standing Managed Care Plans 0 Shield - ------------------------------------------------------------------------------------------------------------------------------------ 292. PREMERA BLUE CARD P.O. Box 327, Seattle, WA, 98111 Free Standing Managed Care Plans 0 - ----------------------------------------------------------------------------------------------------------------------------------- 293. Premera Blue Cross P.O. Box 90180, Seattle, WA, 98111 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 294. PREMERA BLUE CROSS P.O. Box 21065, Seattle, WA, 98111 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 295. PRINCIPAL FINANCE P.O. Box 57700, Salt Lake City, UT, Free Standing Managed Care Plans 0 GROUP 84157 - ------------------------------------------------------------------------------------------------------------------------------------ 296. Principal Financial 4021 South 700 East, Ste. 500 Free Standing Managed Care Plans 0 5Springs, Springs, CO, 80949 - ------------------------------------------------------------------------------------------------------------------------------------ 297. Principal Mutual Life P.O. Box 3006, Ames, IA, 50010 Free Standing Managed Care Plans 0 Insuranc - ------------------------------------------------------------------------------------------------------------------------------------ 298. Providence Good Health P.O. Box 3125, Portland, OR, 97208 Free Standing Managed Care Plans 0 Plan - ------------------------------------------------------------------------------------------------------------------------------------ 299. Providence Health P.O. Box 370, Longview, OR, 98632 Free Standing Managed Care Plans 0 Plans-Select Care of Oregon - ------------------------------------------------------------------------------------------------------------------------------------ 300. PUGET SOUND BENEFITS P.O. Box 34203, Seattle, WA, 98124- Free Standing Managed Care Plans 0 TRUST 1203 - ------------------------------------------------------------------------------------------------------------------------------------ 301. Puget Sound Electrical P.O. Box 34203, Seattle, WA, 98124 Free Standing Managed Care Plans 0 Workers - ------------------------------------------------------------------------------------------------------------------------------------ 302. QualMed Oregon Health P.O. Box 1707, Clackamas, OR, 97015 Free Standing Managed Care Plans 0 Plan - ------------------------------------------------------------------------------------------------------------------------------------ 303. Regence BCBS of Oregon P.O. Box 1271, Portland, OR, 97207 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 304. Regence Blue shield P.O. Box 21267, Seattle, WA, 98111 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 305. Regence Blue Shield of P.O. Box 1160, Lewiston, ID, 97207 Free Standing Managed Care Plans 0 Idaho - ------------------------------------------------------------------------------------------------------------------------------------ 306. Regence Blue Shield P.O. Box 21267, Seattle, WA, 98111 Free Standing Managed Care Plans 0 of WA - ------------------------------------------------------------------------------------------------------------------------------------ 307. Regence HMO Oregon P.O. Box 900, Portland, OR, 97207-0900 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 308. Regence Northwest P.O. Box 91039, Seattle, WA, 98111 Free Standing Managed Care Plans 0 Health - ------------------------------------------------------------------------------------------------------------------------------------ 309. Risk & Benefit P.O. Box 241569, Anchorage, AK, 99524- Free Standing Managed Care Plans 0 Management Serv 1569 - ------------------------------------------------------------------------------------------------------------------------------------ 310. SECURE VISION P.O. Box 790042, St. Louis, MO, 63179 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 311. Select Care - P.O. Box 10106, Eugene, OR, 97440 Free Standing Managed Care Plans 0 Washington - ------------------------------------------------------------------------------------------------------------------------------------ 312. SGA Benefits Trust P.O. Box 46579, Seattle, WA, 98146-0579 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 313. Sound Health P.O. Box 12707, Seattle, WA, 98111 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 314. Spectera Vision 2811 Lord Baltimore Dr., Free Standing Managed Care Plans 0 Baltimore, MD, 51244 - ------------------------------------------------------------------------------------------------------------------------------------ 315. Superior Vision Plan 24012 Calle De La Plata, Ste. Free Standing Managed Care Plans 0 350, Laguna Hills, CA, 92653-7624 - ------------------------------------------------------------------------------------------------------------------------------------ 316. SUPERIOR VISION PLAN - P.O Box 967, Rancho Cordova, CA, 92654 Free Standing Managed Care Plans 0 RELIAST - ------------------------------------------------------------------------------------------------------------------------------------ 317. SUPERIOR VISION P.O. Box 2829, Nigel, CA, 92654 Free Standing Managed Care Plans 0 SERVICES - ------------------------------------------------------------------------------------------------------------------------------------ 318. The TPA P.O. Box 300, Pueblo, CO, 81002 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 319. Timber Products Mfg. P.O. Box 4867, Missoula, MT, 59806 Free Standing Managed Care Plans 0 Trust - ------------------------------------------------------------------------------------------------------------------------------------ 320. UFCW - Oregon P.O. Box 1420, Portland, OR, 97207 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 321. UFCW Local 555 P.O Box 6010, Cypress, CA, 90630 Free Standing Managed Care Plans 0 Employers Trust - ------------------------------------------------------------------------------------------------------------------------------------ 322. Washington Employers P.O. Box 12068, Seattle, WA, 98102 Free Standing Managed Care Plans 0 Trust - ------------------------------------------------------------------------------------------------------------------------------------ 323. William C. Earhart P.O.Box 4148, Portland, OR, 97208 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 324. Zenith Administrators P.O. Box 7128, Phoenix, AZ, 85011 Free Standing Managed Care Plans 0 - ------------------------------------------------------------------------------------------------------------------------------------ 325. WAL-MART STORES, INC. WAL-MART STORES, INC., 702 SW 8TH VISION CENTER MASTER LICENSE 0 STREET, BENTONVILLE, AR 72716 AGREEMENT - SEE BELOW FOR WAL*MART STORE INDIVIDUAL LEASES. - ------------------------------------------------------------------------------------------------------------------------------------ 326. 131 2311 S. JEFFERSON, MT. PLEASANT, TX, Wal*Mart Store 0 75455 - ------------------------------------------------------------------------------------------------------------------------------------ 327. 140 2215 SOUTH FIRST STREET, LUFKIN, TX, Wal*Mart Store 0 75901 - ------------------------------------------------------------------------------------------------------------------------------------ 328. 287 1801 HIGHWAY 78 EAST, JASPER, AL, 35501 Wal*Mart Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 329. 329 5560 MCCLELLAN BLVD, ANNISTON, AL, 36201 Wal*Mart Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 330. 372 1905 N. 14TH AVENUE, DODGE CITY, KS, Wal*Mart Store 0 67801 - ------------------------------------------------------------------------------------------------------------------------------------ 331. 400 1407 NORTH LOOP 336 WEST, CONROE, TX, Wal*Mart Store 0 77301 - ------------------------------------------------------------------------------------------------------------------------------------ 332. 510 400 SHALLOWFORD ROAD Wal*Mart Store 0 GAINESVILLE, GA, 30504 - ------------------------------------------------------------------------------------------------------------------------------------ 333. 515 2330 US HWY 19, MURPHY, NC, 28906 Wal*Mart Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 334. 518 1550 BALLGROUND HWY, CANTON, GA, 30114 Wal*Mart Store 0 - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 721. 2842 1290 EAST ONTARIO AVE, CORONA, CA, Wal*Mart Store 0 92881 - ------------------------------------------------------------------------------------------------------------------------------------ 722. 2845 14215 U.S. HWY 64 WEST, SILER Wal*Mart Store 0 CITY, NC, 27344 - ------------------------------------------------------------------------------------------------------------------------------------ 723. 2929 3030 N. MAIN, HOPE MILLS, NC, 28348 Wal*Mart Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 724. FRED MEYER STORES, INC., FRED MEYER STORES, PO BOX 42121, MASTER LEASE - SEE BELOW FOR 75420.65 ROUNDUP CO., GRAND PORTLAND, OR 97282 INDIVIDUAL STORE LEASES. CENTRAL, INC., FRED MEYER OF ALASKA, INC. - ------------------------------------------------------------------------------------------------------------------------------------ 725. 7601 NORTHERN LIGHTS FM, AK Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 726. 7602 DIMOND FM, AK Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 727. 7603 WEST FAIRBANKS FM, AK Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 728. 7604 EAST ANCHORAGE FM, AK Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 729. 7605 SOLDOTNA FM, AK Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 730. 7606 5-MILE FM, ID Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 731. 7607 GARDEN CITY FM, ID Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 732. 7609 BEAVERTON FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 733. 7610 INTERSTATE FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 734. 7611 OREGON CITY FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 735. 7612 TUALATIN FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 736. 7613 CORNELIUS FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 737. 7614 MEDFORD FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 738. 7615 GATEWAY FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 739. 7616 NORTH COAST FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 740. 7617 WEST BEAVERTON FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 741. 7618 GRESHAM FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 742. 7619 THE DALLES FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 743. 7620 DIVISION FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 744. 7621 CLACKAMAS FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 745. 7622 JOHNSON CREEK FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 746. 7623 HOLLYWOOD WEST FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 747. 7624 ROSEBURG FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 748. 7625 KLAMATH FALLS FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 749. 7626 BROOKINGS FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 750. 7627 TILLAMOOK FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 751. 7628 GRANTS PASS FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 752. 7629 COOS BAY FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 753. 7630 NEWPORT FM, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 754. 7631 MONROE FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 755. 7632 RENTON CENTER FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 756. 7633 PACIFIC FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 757. 7634 STEVENS FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 758. 7635 BREMERTON FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 759. 7636 BONNEY LAKE FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 760. 7637 RICHLAND FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 761. 7638 PUYALLUP FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 762. 7639 LYNNWOOD FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 763. 7640 BELLEVUE FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 764. 7641 AURORA FM, WA Fred Meyer Store 0 - ----------------------------------------------------------------------------------------------------------------------------------- 765. 7642 MIDWAY FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 766. 7643 MILL PLAIN FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 767. 7644 LONGVIEW FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 768. 7646 MARYSVILLE FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 769. 7647 COVINGTON FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 770. 7648 BENSON PLAZA FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 771. 7649 EVERETT FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 772. 7650 AUBURN FM, WA Fred Meyer Store 0 - ----------------------------------------------------------------------------------------------------------------------------------- 773. 7651 GREENWOOD FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 774. 7652 LACEY FM, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 775. 7653 WASILLA, AK Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 776. 7654 BALLARD, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 777. 7657 HILLSBORO, OR Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 778. 7658 KENNEWICK, WA Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 779. 7826 NAMPA, ID Fred Meyer Store 0 - ------------------------------------------------------------------------------------------------------------------------------------ 780. INDIVIDUAL OD LEASES - SEE BELOW FOR INDIVIDUAL OD LEASES. STORE NUMBER WHERE OD IS LOCATED. WAL*MART, FRED MEYER, AND MILITARY - ------------------------------------------------------------------------------------------------------------------------------------ 781. LARRY DECKER SK 12-B LAKE CHEROKEE RD, HENDERSON, TX 131 0 75652 - ------------------------------------------------------------------------------------------------------------------------------------ 782. LARRY DECKER SK 12-B LAKE CHEROKEE RD, HENDERSON, TX 140 0 75652 - ------------------------------------------------------------------------------------------------------------------------------------ 783. DAVID & KAREN WESLEY 238 CHERRYWOOD PL, SUMITON, AL 35148 287 0 - ------------------------------------------------------------------------------------------------------------------------------------ 784. DARLENE HARRIS 261 CARTERTON HEIGHTS, OXFORD, AL 36203 329 0 - ------------------------------------------------------------------------------------------------------------------------------------ 785. ROB CHRISTENSEN 1211 N. 13TH AVE. # 1131, DODGE CITY, 372 0 KS 67801 - ------------------------------------------------------------------------------------------------------------------------------------ 786. SAMUEL CHARENDOFF 9717 CYPRESSWOOD APT 802, HOUSTON, TX 400 0 77070 - ------------------------------------------------------------------------------------------------------------------------------------ 787. KENT YARBROUGH 328 OMEGA DRIVE, LAWRENCEVILLE, GA 510 0 30244 - ------------------------------------------------------------------------------------------------------------------------------------ 788. PAMELA LEDFORD P. O. Box 1203, Murphy, NC 28906 515 0 - ------------------------------------------------------------------------------------------------------------------------------------

# CONTRACTING COMPANY ADDRESS OF CO DESCRIPTION CURE AMOUNT PER VISTA RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ 1118. ALFRED BLANCHARD 2 Cherry Hill CT, Farmington, CT 06032 2371 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1119. KENNETH CHRISTOPHER 7345 APLIN STREET, HIGHLAND, CA 92346 2401 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1120. STEVEN CHADO 8210 SKIPWITH DRIVE, FREDERICK, MD 21702 2438 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1121. ANDY CHAMPION 10 SPRINGFIELD WAY, ARDEN, NC 28704 2440 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1122. OLESSIA BUTENKO 303 2ND STREET, FAYETTEVILLE, NY 13066 2444 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1123. HOU LEONG PO BOX 4727, SALINAS, CA 93912 2458 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1124. SHAYNE SHERIDAN 3993 CLUB HOUSE CT 2H, HIGHPOINT, NC 2472 0 27265 - ------------------------------------------------------------------------------------------------------------------------------------ 1125. GRANT MIYASHIRO 325 E. MAKAALA STREET, SUITE 101, HILO, 2473 0 HI 96720 - ------------------------------------------------------------------------------------------------------------------------------------ 1126. PAUL WESLING 4085 ROSENDA CT. # 269, SAN DIEGO, CA 2479 0 92122 - ------------------------------------------------------------------------------------------------------------------------------------ 1127. KIMBERRY LA 1254 West Browning Way, Chandler, AZ 2482 0 85248 - ------------------------------------------------------------------------------------------------------------------------------------ 1128. MICHAEL LONG 1436 OAKCREED LANE, VISTA, CA 92083 2494 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1129. MYDUNG TRUONG 15521 SANDUSKY LANE, WESTMININSTR, CA 2495 0 92683 - ------------------------------------------------------------------------------------------------------------------------------------ 1130. MARC NELSON 55 CAMEO DRIVE, CHERRY HILL, NJ 08003 2497 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1131. WILLIAM LIMON 585 FRESNO AVE., MORRO BAY, CA 93442 2507 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1132. ROBERT KUEHNER P O BOX 9036, PHOENIX, AZ 85068 2512 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1133. SAMIA IDRIS 12725 ETRIS RD., ROSWELL, GA 30075 2513 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1134. BRETT BOWMAN 21897 BAHAMAS, MISSION VIEJO, CA 92692 2517 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1135. LISA MATSUI 2572 SAN SABA ST, TUSTIN, CA 92782 2523 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1136. BRENT MITSUUCHI 1125 WOOD RD, OXNARD, CA 93033 2526 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1137. SHAHRZAD SHAHRAIARY 2001 E. CROSS AV #27, TULARE, CA 93274 2536 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1138. KELSEY JEWETT 4767 ROCKY RIDGE CT, REDDING, CA 96001 2537 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1139. JAMES EDDLEMAN, JR. P O BOX 50908, IRVINE, CA 92619-0908 2546 0 - ------------------------------------------------------------------------------------------------------------------------------------ 1140. JOHN WARD WALKER P.O. BOX 855, WINDSOR, CA 95492 2553 0 - ------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT B SUBSIDIARIES' PLAN OF REORGANIZATION

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION IN RE: : CASE NOS. 00-65214 TO 00-65224 : VISTA EYECARE, INC., F/K/A NATIONAL : CHAPTER 11 VISION ASSOCIATES, LTD., ET AL., : : JUDGE JAMES E. MASSEY : DEBTORS. : JOINTLY ADMINISTERED _____________________________________ : FIRST AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11, TITLE 11, UNITED STATES CODE, FILED BY FRAME-N-LENS OPTICAL, INC.; MIDWEST VISION, INC.; NEW WEST EYEWORKS, INC.; AND CERTAIN OF THEIR DEBTOR SUBSIDIARIES KILPATRICK STOCKTON LLP Dennis S. Meir Joel B. Piassick Michael D. Langford 1100 Peachtree Street Atlanta, Georgia 30309-4530 Telephone: (404) 815-6500 Attorneys for the Debtors

TABLE OF CONTENTS Page ---- ARTICLE I. INTRODUCTION......................................................................................................1 ARTICLE II. DEFINITIONS......................................................................................................1 ARTICLE III. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS...................................................................9 ARTICLE IV. TREATMENT OF UNCLASSIFIED ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS.........................................10 Section 4.1. Administrative Claims......................................................................................10 Section 4.2. Professional and Committee Member Compensation And Reimbursement Claims....................................10 Section 4.3. Priority Tax Claims........................................................................................11 ARTICLE V. TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS, IMPAIRMENT, VOTING, AND CRAMDOWN............................11 Section 5.1. Class 1 - Other Priority Claims............................................................................11 Section 5.2. Class 2 - DIP Financing Claims.............................................................................12 Section 5.3. Class 3 - Other Secured Claims.............................................................................12 Section 5.4. Class 4 - Convenience Claims...............................................................................13 Section 5.5. Class 5 - General Unsecured Claims.........................................................................13 Section 5.6. Class 6 - Late Claims and Subordinated Claims..............................................................14 Section 5.7. Class 7 - Intercompany Claims..............................................................................14 Section 5.8. Class 8 - Equity Interests.................................................................................14 Section 5.9. Impaired and Unimpaired Classes............................................................................15 Section 5.10. Classes Entitled to Vote..................................................................................15 Section 5.11. Class Acceptance Requirements.............................................................................15 Section 5.12. 11 U.S.C. Section 1129....................................................................................15 Section 5.13. Separate Voting by Holders of Claims Against Each Debtor..................................................15 ARTICLE VI. IMPLEMENTATION OF THE PLAN......................................................................................15 Section 6.1. Directors and Officers of the Reorganized Debtors..........................................................15 Section 6.2. Securities to Be Issued Pursuant to the Plan...............................................................16 Section 6.3. Cancellation and Surrender of Existing Securities and Agreements...........................................16 Section 6.4. Applicability of Section 1125 of the Bankruptcy Code.......................................................16 Section 6.5. Bankruptcy Code Section 1145 Exemption.....................................................................17 ARTICLE VII. PROVISIONS GOVERNING DISTRIBUTIONS.............................................................................17 Section 7.1. Delivery of Distributions..................................................................................17 Section 7.2. Effective Date Distribution................................................................................17 Section 7.3. Disputed Claims Reserve....................................................................................17 Section 7.4. Distributions on Subsequent Distribution Dates.............................................................18 (i)

Section 7.5. Distributions on the Final Distribution Date...............................................................18 Section 7.6. Fractional Notes and Fractional Shares.....................................................................19 Section 7.7. Record Date for Distribution...............................................................................20 Section 7.8. Indenture Trustee's Fees and Expenses Regarding Distributions..............................................20 Section 7.9. Allocation of Consideration................................................................................20 Section 7.10. Condition Precedent to Receiving Distribution.............................................................20 Section 7.11. No Distribution Pending Resolution of Objections..........................................................20 Section 7.12. Effect of Section 502(d) on the Right to Distributions....................................................21 Section 7.13. Treatment of Contingent, Unliquidated, and Undetermined Claims............................................21 Section 7.14. Preconfirmation Distributions.............................................................................21 Section 7.15. Undeliverable Distributions...............................................................................21 Section 7.16. Unclaimed Distributions...................................................................................21 ARTICLE VIII. PROVISIONS GOVERNING OBJECTIONS TO AND RESOLUTION OF CLAIMS...................................................22 Section 8.1. Objections To And Resolution of Claims.....................................................................22 Section 8.2. Amendments to Schedules and Claim Objections...............................................................22 Section 8.3. Disallowance of Postpetition Interest, Penalties, Fees, and Other Accruals.................................22 Section 8.4. Administrative, Priority, and Convenience Claims Reserve...................................................23 Section 8.5. Allowance of Disputed Administrative, Priority, and Convenience Claims.....................................23 Section 8.6. Estimation.................................................................................................23 ARTICLE IX. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES...........................................................24 Section 9.1. Assumption and Rejection of Contracts and Leases...........................................................24 Section 9.2. Rejection Claims and Bar Date..............................................................................24 Section 9.3. Cure of Defaults Under Assumed Contracts and Leases........................................................24 Section 9.4. Insurance Policies.........................................................................................24 ARTICLE X. CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE....................................................................25 Section 10.1. Conditions Precedent to Plan Confirmation.................................................................25 Section 10.2. Conditions Precedent to Effective Date of the Plan........................................................25 Section 10.3. Waiver of Conditions......................................................................................25 ARTICLE XI. EFFECTS OF PLAN CONFIRMATION....................................................................................25 Section 11.1. Discharge.................................................................................................25 Section 11.2. Vesting...................................................................................................26 Section 11.3. Injunction................................................................................................26 Section 11.4. Releases..................................................................................................26 Section 11.5. Exculpation of Released Parties...........................................................................27 Section 11.6. Term of Bankruptcy Injunction or Stay.....................................................................27 Section 11.7. Preservation of Insurance.................................................................................27 Section 11.8. Officers' and Directors' Indemnification Rights and Insurance.............................................27 (ii)

Section 11.9. Binding Effect of the Plan................................................................................27 ARTICLE XII. PLAN MODIFICATION..............................................................................................28 ARTICLE XIII. RETENTION OF JURISDICTION.....................................................................................28 ARTICLE XIV. MISCELLANEOUS PROVISIONS.......................................................................................29 Section 14.1. Post-Confirmation U.S. Trustee Fees.......................................................................29 Section 14.2. Dissolution of the Committee..............................................................................29 Section 14.3. Governing Law.............................................................................................29 Section 14.4. Filing or Execution of Additional Documents...............................................................29 Section 14.5. Execution of Documents....................................................................................29 Section 14.6. Withholding and Reporting Requirements....................................................................30 Section 14.7. Exemption from Transfer Taxes.............................................................................30 Section 14.8. Notices...................................................................................................30 Section 14.9. Effectiveness of Prior Orders.............................................................................31 Section 14.10. Preservation of Debtors' Claims, Demands and Causes of Action............................................31 Section 14.11. Setoffs..................................................................................................31 Section 14.12. Compromise of Claims and Controversies...................................................................31 Section 14.13. Unclaimed or Abandoned Property..........................................................................31 Section 14.14. Headings.................................................................................................31 Section 14.15. Severability.............................................................................................32 Section 14.16. Business Day.............................................................................................32 Section 14.17. Exhibits and Schedules...................................................................................32 Section 14.18. Conflict.................................................................................................32 (iii)

ARTICLE I. INTRODUCTION Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; Family Vision Centers, Inc.; Vision Administrators, Inc.; Alexis Holding Company, Inc.; and Vista Eyecare Network LLC, debtors in possession in the above-referenced Chapter 11 Cases (collectively referred to hereinafter as the "Debtors"), propose the following First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of Their Debtor Subsidiaries (the "Plan"). The Debtors commenced these cases by filing voluntary Chapter 11 petitions with the Bankruptcy Court on April 5, 2000. The Debtors have operated as debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code since the Chapter 11 filings. ARTICLE II. DEFINITIONS The following terms, when used in this Plan, shall have the following respective meanings unless the context otherwise requires: "Administrative Claim" shall mean any Claim for payment of any cost or expense of administration in connection with the Chapter 11 Cases entitled to priority under Sections 503(b), 507(a)(1), or 365(d)(3) of the Bankruptcy Code, including but not limited to, any actual and necessary expense of preserving the Estates of the Debtors, or any of them, any indebtedness, liability, responsibility, or obligation which arose or was incurred or assumed by the Debtors, or any of them, as Debtors in Possession in connection with the conduct of their business or otherwise, or any Claim which arose out of the conduct or activities of the Debtors, or any of them, subsequent to the Petition Date and prior to the Confirmation Date, including, without limitation, all professional compensation and expense reimbursement approved and Allowed by the Bankruptcy Court, any costs of making distributions and providing notices and Ballots with respect to the Plan, and all fees and charges assessed against the Estates pursuant to Section 1930, Title 28, United States Code. Administrative Claims shall not include DIP Financing Claims. "Administrative Claim Bar Date" shall mean the last date established for filing Administrative Claims, as ordered by the Bankruptcy Court. "Administrative, Priority, and Convenience Claims Reserve" has the meaning assigned to such term in Section 8.4 of the Plan. "Affiliate" has the meaning set forth in 11 U.S.C.ss.101(2). "Allowed," with reference to any Claim (except an Administrative Claim), means (a) any Claim against the Debtors, or any of them, that has been or hereafter is listed by any of 1

the Debtors on their Schedules (as such may be amended from time to time in accordance with Bankruptcy Rule 1009) as liquidated in amount and is not listed as disputed, contingent, or unliquidated and for which no proof of claim is filed on or prior to the Bar Date; (b) any Claim against any of the Debtors, proof of which was filed on or before the Bar Date and which is not (i) Disputed within the applicable period of limitation fixed by this Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, (ii) Contingent, (iii) unliquidated, or (iv) filed in an undetermined or unspecified amount; or (c) any Claim against any of the Debtors, the amount or existence of which, if Disputed, has been allowed for purposes of distribution by Final Order of the Bankruptcy Court, but only to the extent of such allowance. Any Claims allowed solely for the purpose of voting on the Plan pursuant to an order of the Bankruptcy Court shall not be considered as "Allowed" for purposes of this definition. Except as otherwise provided in the Plan, with reference to an Administrative Claim, "Allowed" means approval by Final Order, after notice and a hearing pursuant to Section 503(b) of the Bankruptcy Code, of a request for payment of an Administrative Claim. "Available Notes" shall mean all New Senior Notes to be distributed to holders of Allowed General Unsecured Claims, less the number of New Senior Notes deposited into the Disputed Claims Reserve. "Available Shares" shall mean all shares of New Common Stock to be distributed to the holders of Allowed General Unsecured Claims, less the number of shares of New Common Stock deposited into the Disputed Claims Reserve. "Ballots" shall mean each of the ballot forms distributed with the Disclosure Statement to each holder of an Impaired Claim (other than to holders not entitled to vote on the Plan) upon which is to be indicated, among other things, acceptance or rejection of the Plan. "Bankruptcy Code" shall mean 11 U.S.C. Sections 101 et. seq., as now in effect or hereafter amended with retroactive applicability to these Chapter 11 Cases. "Bankruptcy Court" shall mean the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division. "Bankruptcy Rules" shall mean the Federal Rules of Bankruptcy Procedure, as prescribed by the United States Supreme Court, and local rules of the Bankruptcy Court, as the context may require, as now in effect or hereafter amended with retroactive applicability to these Chapter 11 Cases. "Bar Date" shall mean the last date for filing Claims, established as December 15, 2000, for these Chapter 11 Cases, as ordered by the Bankruptcy Court pursuant to that certain Order and Notice Fixing Time for Filing Proofs of Claim, entered October 13, 2000, or such later date as may be established, pursuant to Bankruptcy Rules 3003(c)(3) and 3002(c)(4), by order of the Bankruptcy Court with respect to Claims related to the rejection of executory contracts and unexpired leases occurring after December 15, 2000. The Bar Date for unexpired leases and 2

executory contracts that are deemed rejected pursuant to Section 9.1 of this Plan shall be thirty (30) days after entry of the Confirmation Order, as provided for in Section 9.2 of this Plan. "Business Day" shall mean any day except Saturday, Sunday, or any other day on which commercial banks are authorized by law in the State of Georgia to close, or any day designated in Bankruptcy Rule 9006(a) as a "legal holiday." "Cash" shall mean cash and cash equivalents. "Chapter 11 Cases" shall mean the Chapter 11 cases commenced by Vista Eyecare, Inc. and its Debtor Subsidiaries (including the Debtors who have filed this Plan), being styled, In re: Vista Eyecare, Inc., et al., Chapter 11 Case Nos. 00-65214 to 00-65224, Jointly Administered, Judge James E. Massey, currently pending in the Bankruptcy Court. "Claim," as against the Debtors, or any of them, shall mean a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or the right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. "Class" shall mean a group of Claims or Equity Interests which are substantially similar to each other as classified pursuant to the Plan. "Collateral" means any property or interest in property of the Estates of any of the Debtors subject to a Lien that secures, in whole or in part, whether by agreement, statute, or judicial decree, the payment of a Claim. "Committee" means the Official Committee of Unsecured Creditors appointed by the United States Trustee in the Debtors' Chapter 11 Cases, as constituted from time to time. "Confirmation Date" shall mean the date on which the Bankruptcy Court enters the Confirmation Order. "Confirmation Hearing" means the hearing to consider confirmation of the Plan pursuant to Section 1128 of the Bankruptcy Code, as it may be adjourned or continued from time to time. "Confirmation Order" shall mean the order of the Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code. "Consolidated Subsidiaries" shall mean International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. 3

"Contingent," with reference to a Claim, means a Claim that has not accrued and that is dependent on a future event that may or may not occur. "Convenience Claim" means and includes any Claim which would otherwise be a General Unsecured Claim that (i) is Allowed in an amount of $1,500 or less and (ii) is Allowed in the amount of greater than $1,500 but which is reduced to $1,500 by the election of the holder thereof pursuant to the holder's Ballot. "Creditor" shall mean a Person that has a Claim against any of the Debtors that arose at the time of or before the Petition Date; or a Person that has a Claim against the Estate of any of the Debtors of a kind specified in Sections 502(g), 502(h), or 502(i) of the Bankruptcy Code. "Debt" means liability on a Claim. "Debtor Subsidiaries" shall mean Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; Family Vision Centers, Inc.; Vision Administrators, Inc.; Alexis Holding Company, Inc.; Vista Eyecare Network, LLC; International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. "Debtors" shall mean Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; Family Vision Centers, Inc.; Vision Administrators, Inc.; Alexis Holding Company, Inc.; and Vista Eyecare Network, LLC. "Debtors in Possession" shall mean the Debtors in their capacity as debtors in possession in the Chapter 11 Cases pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. "DIP Credit Facility" means that certain $25,000,000 Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement, dated as of April 6, 2000, by and among Vista Eyecare, Inc., the Debtor Subsidiaries (including the Debtors), and Foothill Capital Corporation, as it may be amended from time to time. "DIP Financing Claims" shall mean all Claims arising under or relating to the DIP Credit Facility and all agreements and instruments relating thereto. "Disclosure Statement" means the First Amended Disclosure Statement to Accompany First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries and First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of Their Debtor Subsidiaries, as approved by the Bankruptcy Court pursuant to Section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017 in connection with this Plan, as such disclosure statement may be modified, amended, or supplemented from time to time, together with all 4

exhibits, schedules, addenda, or other attachments, if any. "Disputed," with reference to a Claim, means (a) any Claim, proof of which was not timely or properly filed and which has been or hereafter is listed on the Schedules of any of the Debtors as unliquidated, disputed, or contingent, or is not listed on the Schedules; (b) any Claim as to which the Debtors, the Committee, or any other party in interest has filed an objection, action to equitably subordinate or otherwise limit recovery thereof, or request for estimation on or prior to the applicable limitation period for objections fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, except to the extent that such objection, equitable subordination action, or request for estimation is withdrawn or determined by a Final Order in favor of the holder of such Claim; or (c) any Contingent Claim or any Claim which is unliquidated or filed in an undetermined or unspecified amount. A Claim that is "Disputed" under subsection (b) of the definition shall cease to be a Disputed Claim upon the withdrawal of such objection, equitable subordination action, or request for estimation or a determination thereon by a Final Order in favor of the holder of such Claim but only to the extent such Claim is Allowed. "Disputed Claims Reserve" means any New Senior Notes and shares of New Common Stock issued to the New Notes Indenture Trustee and the Transfer Agent, respectively, for distribution to holders of Disputed Claims on Subsequent Distribution Dates and the Final Distribution Date pursuant to Section 7.3 of the Plan, if and when such Claims are Allowed. "Effective Date" shall be the later of (a) the first Business Day that is at least two days after the Effective Date of the Parent Plan, or (b) the first Business Day on which all of the conditions specified in Sections 10.1 and 10.2 of the Plan have either been satisfied or waived in accordance with Section 10.3 of the Plan. "Equity Interest" or "Interest" means (a) a share in any of the Debtors, whether or not transferable or denominated "stock" or a similar security; (b) interest of a limited partner in a limited partnership or limited liability company; or (b) an option, a warrant, or a right, other than a right to convert, to purchase, sell, or subscribe to a share, security, or interest of a kind specified in subparagraph (a) of this paragraph. "Estates" shall mean the estates created in these Chapter 11 Cases pursuant to Section 541 of the Bankruptcy Code. "Final Distribution Date" means the date on which the Reorganized Debtors make or cause to be made a final distribution pursuant to Section 7.5 of this Plan. The Final Distribution Date shall be a date, as determined by the Reorganized Debtors, after resolution of all Disputed Claims. "Final Order" shall mean an order or judgment of a court of competent jurisdiction as entered on its docket that has not been reversed, stayed pursuant to Bankruptcy 5

Rule 8005 or any other applicable rule of civil or appellate procedure, modified, or amended, and as to which the time to appeal, petition for certiorari, or seek reargument or rehearing has expired, and as to which no notice of appeal, petition for certiorari, or motion for reargument or rehearing was timely filed, or as to which any right to appeal, petition for certiorari, or seek reargument or rehearing has been waived in writing in a manner satisfactory to the Reorganized Debtors, or, if a notice of appeal, petition for certiorari, motion for reargument or rehearing was timely filed, the order or judgment has been affirmed by the highest court to which the order or judgment was appealed or from which the reargument or rehearing was sought, or certiorari has been denied, and the time to file any further appeal or to petition for certiorari or to seek further reargument or rehearing has expired. "FNL" means Frame-n-Lens Optical, Inc. "General Unsecured Claim" shall mean an Unsecured Claim that is not entitled to priority under Section 507(a) of the Bankruptcy Code. "Impaired" means, when used with reference to a Claim, a Claim that is impaired within the meaning of Section 1124 of the Bankruptcy Code. "Intercompany Claim" means any Claim held by any Debtor or Affiliate against any other Debtor or Affiliate. "Indenture Trustee" means, with respect to the Senior Note Indenture, State Street Bank and Trust Company, in its capacity as trustee under such indenture. "Late Claim" means any Claim filed after the Bar Date applicable to that Claim. "Lien" means charge against or interest in property to secure payment of a Debt or performance of an obligation. "Midwest" means Midwest Vision, Inc. "New Common Stock" means shares of common stock, par value $0.01 per share, of Vista Eyecare, Inc., as Reorganized Debtor under the Parent Plan, authorized pursuant to the certificate of incorporation of Vista Eyecare, Inc., as Reorganized Debtor under the Parent Plan. "New Notes Indenture" means the indenture between Vista Eyecare, Inc., as issuer, and the New Notes Indenture Trustee, pursuant to which the New Senior Notes will be issued. "New Notes Indenture Trustee" means the bank or trust company that will serve as trustee under the New Notes Indenture. 6

"New Senior Notes" shall mean up to $120 million in promissory notes authorized and to be issued pursuant to this Plan and the Parent Plan and the New Notes Indenture, on the terms and subject to the conditions described in Exhibit "A" attached hereto. "New West" means New West Eyeworks, Inc. "Other Priority Claim" shall mean Claims entitled to priority pursuant to Section 507(a) of the Bankruptcy Code (other than Administrative Claims and Priority Tax Claims), including, without limitation, certain Allowed employee compensation Claims of the Debtors' employees incurred within ninety (90) days prior to the Petition Date, as described in Section 507(a)(3) of the Bankruptcy Code, and certain Claims for contributions to an employee benefit plan arising from services rendered within one hundred eighty (180) days prior to the Petition Date, as described in Section 507(a)(4) of the Bankruptcy Code. "Other Secured Claim" shall mean any Claim, other than the DIP Financing Claims, to the extent reflected in the Schedules or a proof of claim filed as a Secured Claim, which is secured by a Lien on Collateral to the extent of the value of such Collateral, as determined in accordance with Section 506(a) of the Bankruptcy Code, or, in the event that such Claim is subject to setoff under Section 553 of the Bankruptcy Code, to the extent of such setoff. "Parent Plan" means the First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a joint venture, an estate, a trust, an unincorporated organization, the U.S. Trustee, or a government or any particular subdivision thereof, or other entity. "Petition Date" shall mean April 5, 2000, the date on which the Debtors filed their Chapter 11 petitions with the Bankruptcy Court commencing the Chapter 11 Cases. "Plan" shall mean this First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of Their Debtor Subsidiaries, in its present form or as it may be modified, amended, or supplemented from time to time, together with all exhibits, schedules, addenda, or other attachments, if any. "Priority Tax Claim" means any Unsecured Claim held by a governmental unit entitled to priority in right of payment pursuant to Section 507(a)(8) of the Bankruptcy Code. "Pro Rata" shall mean, at any time, the same proportion that the amount of a Claim in a particular Class bears to the aggregate amount of all Claims (including Disputed Claims) in such Class. 7

"Released Parties" shall have the meaning assigned to such term in Section 11.4 of the Plan. "Reorganized Debtors" shall mean each of the Debtors on and after the Effective Date. "Schedules" shall mean the schedules of assets and liabilities filed by the Debtors with the Bankruptcy Court pursuant to Section 521(1) of the Bankruptcy Code as they have been or may be amended or supplemented from time to time in accordance with Bankruptcy Rule 1009. "Secured Claim" shall mean a Claim which is a secured claim as defined in Section 506 of the Bankruptcy Code. "Senior Note Claims" shall mean all Claims directly or indirectly arising from or under or related in any way to the Senior Note Indenture, the Senior Notes, and any of the documents, instruments, and agreements relating thereto, as amended, supplemented, or modified. "Senior Note Indenture" means that certain Indenture, dated as of October 8, 1998, between National Vision Associates, Ltd., now known as Vista Eyecare, Inc., as issuer; each of the Debtor Subsidiaries (with the exception of Vista Optical Express, Inc.), and nondebtors International Vision Associates of Ontario, Ltd. and International Vision Associates of Canada, Ltd., as guarantors; and State Street Bank and Trust Company, as Indenture Trustee, pursuant to which the Senior Notes were issued, together with any amendments or supplements thereto. "Senior Noteholders" shall mean the holders of the Senior Notes. "Senior Notes" shall mean the $125,000,000.00 12 3/4% Senior Notes, due 2005, of National Vision Associates, Ltd., now known as Vista Eyecare, Inc., issued and outstanding pursuant to the Senior Note Indenture, together with any amendments or supplements thereto. "Subordinated Claim" means any Claim (a) payment of which is subordinated in right of treatment or payment to other Claims under an agreement enforceable under applicable non-bankruptcy law, but only to the extent provided in such agreement, (b) for reimbursement or contribution of an entity that is liable with the Debtors, or any of them, on another Creditor's Allowed Claim unless and until such Claim is paid in full; or (c) subordinated in right of treatment or payment pursuant to Sections 509(c) or 510 of the Bankruptcy Code. "Subsequent Distribution" means any distribution of Available Shares or Available Notes made to the holders of Allowed General Unsecured Claims on a Subsequent Distribution Date in accordance with Section 7.4 of the Plan. 8

"Subsequent Distribution Date" means any date, as determined by the Reorganized Debtors, which is after the Effective Date and prior to the Final Distribution Date on which a distribution of Available Shares or Available Notes is made to holders of Allowed General Unsecured Claims in accordance with Section 7.4 of the Plan. "Transfer Agent" means the transfer agent for the New Common Stock. "Unsecured Claim" shall mean a Claim for which no property of any of the Debtors' Estates serves as security or Collateral. "U.S. Trustee" shall mean the United States Trustee appointed pursuant to Section 581, Title 28, United States Code, to serve in the Northern District of Georgia. "Vista" means Vista Eyecare, Inc. In addition to the definitions set forth hereinabove, and insofar as not inconsistent or in conflict with said definitions, the words in this Plan (whether capitalized or not) shall have the meanings ascribed thereto by the Bankruptcy Code and the Bankruptcy Rules. As used in this Plan, masculine pronouns shall be deemed to include the feminine and neuter, and all terms used in the singular shall include the plural and vice versa. The words "herein," "hereof," and "hereunder" and any other words of similar import refer to the Plan as a whole, including all exhibits attached to this Plan, as the same may from time to time be amended or supplemented, and not to any particular article, section, or subdivision contained in the Plan. ARTICLE III. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified for purposes of voting or receiving distributions under the Plan. Instead, all such Claims are treated as unclassified Claims on the terms set forth in Article IV of the Plan. All other Claims against and Equity Interests in the Debtors are placed in the Classes set forth below. A Claim is in a particular Class only to the extent that the Claim qualifies within the description of that Class, and (unless otherwise noted herein) is in a different Class to the extent that the remainder of the Claim qualifies within the description of some other Class. A Claim is also placed in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and such Claim has not been paid, released, or otherwise settled prior to the Effective Date. The Classes of Claims of Creditors and holders of Equity Interests under this Plan are as follows: Class 1 consists of all Other Priority Claims. Class 2 consists of all DIP Financing Claims. 9

Class 3 consists of all Other Secured Claims. Class 4 consists of all Convenience Claims. Convenience Claims are classified only in Class 4 of this Plan and shall not receive treatment under any other Classes. Class 5 consists of all General Unsecured Claims, excluding any Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims. Class 6 consists of all Late Claims and Subordinated Claims. Such Claims are classified only in Class 6 of the Plan and shall not receive treatment under any other Classes. Class 7 consists of all Intercompany Claims. Intercompany Claims are classified only in Class 7 of this Plan and shall not receive treatment under any other Classes. Class 8 consists of all Equity Interests. ARTICLE IV. TREATMENT OF UNCLASSIFIED ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS SECTION 4.1. ADMINISTRATIVE CLAIMS. Except to the extent that any entity entitled to payment of any Allowed Administrative Claim agrees to a different treatment, each holder of an Allowed Administrative Claim shall receive (a) Cash in an amount equal to such Allowed Administrative Claim on the later of the Effective Date and the date such Administrative Claim becomes an Allowed Administrative Claim, or as soon after allowance as is practicable, or (b) such other treatment as the Debtors or the Reorganized Debtors and such holder shall have agreed upon in writing. Before payment by the Debtors of an Administrative Claim, a Person asserting an Administrative Claim must comply with the requisites of Section 503 of the Bankruptcy Code; provided however, no request for payment shall be required with respect to Administrative Claims that have been incurred prior to the Confirmation Date, the obligation of which is liquidated and non-contingent and was incurred by any of the Debtors in the ordinary course of their business and the administration of their respective Estates prior to the Confirmation Date. With respect to all other Administrative Claims, a request for payment must be filed by the claimant with the Bankruptcy Court on or prior to the Administrative Claim Bar Date established by the Bankruptcy Court or such claim shall be disallowed and forever barred, with the exception of fees and other charges and expenses of professionals of the Debtors and the Committee employed under Sections 327, 328, and 1103 of the Bankruptcy Code and members of the Committee for their expenses incurred in service on the Committee, which are dealt with in the next paragraph. SECTION 4.2. PROFESSIONAL AND COMMITTEE MEMBER COMPENSATION AND REIMBURSEMENT CLAIMS. All professionals of the Debtors and the Committee and members of the Committee seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred through and including the Effective Date (a) shall file with the Bankruptcy Court their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred through the Effective Date by the date that is 60 days after the Effective Date or such other date as may be fixed 10

by the Bankruptcy Court and (b) if granted, such an award by the Bankruptcy Court shall be paid in full in such amounts as are awarded by the Bankruptcy Court (i) on the date such Administrative Claim becomes an Allowed Administrative Claim, or as soon after allowance as is practicable or (ii) upon such other terms as may be mutually agreed upon between such holder of an Administrative Claim and the Debtors in Possession or, on and after the Effective Date, the Reorganized Debtors. All professional fees and expenses incurred by the Debtors or the Reorganized Debtors after the Effective Date shall be paid in the ordinary course of business of the Debtors or the Reorganized Debtors, without the need for filing a fee application. The Bankruptcy Court shall retain jurisdiction to resolve any dispute with respect to the payment of any such fees or expenses upon application by the affected professional. SECTION 4.3. PRIORITY TAX CLAIMS. Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, each holder of an Allowed Priority Tax Claim shall receive, at the sole option of the Reorganized Debtors, in full and final satisfaction of such Claim: (a) Cash in an amount equal to such Allowed Priority Tax Claim on the later of the Effective Date and the date such Priority Tax Claim becomes an Allowed Priority Tax Claim, or as soon after allowance as is practicable, or (b) over a period through the sixth anniversary of the date of assessment of such Allowed Priority Tax Claim, equal annual Cash payments in an aggregate amount equal to such Allowed Priority Tax Claim, together with interest (i) with respect to federal taxes, at a fixed annual rate equal to the federal statutory rate as provided in 26 U.S.C. ss. 6621; and (ii) with respect to state and city taxes, at the rate applicable under state or local law. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of Vista or the Consolidated Subsidiaries arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Parent Plan. ARTICLE V. TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS, IMPAIRMENT, VOTING, AND CRAMDOWN SECTION 5.1. CLASS 1 - OTHER PRIORITY CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Other Priority Claim shall have agreed in writing to a less favorable treatment, each holder of an Allowed Other Priority Claim shall receive payment in an amount equal to such Allowed Claim in full in Cash on the later of (i) the Effective Date and (ii) the date when such Other Priority Claim becomes an Allowed Claim, or as soon after allowance as is practicable, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of Vista or the Consolidated Subsidiaries arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Parent Plan. 11

(b) Impairment and Voting. Class 1 is unimpaired under the Plan. Holders of Allowed Claims in Class 1 are presumed to accept the Plan and are not entitled to vote to accept or reject the Plan. SECTION 5.2. CLASS 2 - DIP FINANCING CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Claim in this Class shall have agreed in writing to a less favorable treatment, on the Effective Date, each holder of a DIP Financing Claim shall receive payment in full in Cash, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of Vista or the Consolidated Subsidiaries arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Parent Plan. (b) Impairment and Voting. Class 2 is unimpaired under the Plan. Each holder of a DIP Financing Claim is presumed to accept the Plan and is not entitled to vote to accept or reject the Plan. SECTION 5.3. CLASS 3 - OTHER SECURED CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Other Secured Claim shall have agreed in writing to a less favorable treatment, at the sole option of the Debtors, (i) each Allowed Other Secured Claim shall be reinstated and rendered unimpaired in accordance with Section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable nonbankruptcy law that entitles the holder of an Allowed Other Secured Claim to demand or receive payment of such Allowed Other Secured Claim prior to the stated maturity of such Allowed Other Secured Claim from and after the occurrence of a default, (ii) each holder of an Allowed Other Secured Claim shall receive Cash in an amount equal to such Allowed Other Secured Claim, including any interest on such Allowed Other Secured Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, on the later of the Effective Date and the date such Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon after allowance as is practicable, or (iii) each holder of an Allowed Other Secured Claim shall receive the Collateral securing its Allowed Other Secured Claim and any interest on such Allowed Other Secured Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, in full and complete satisfaction of such Allowed Other Secured Claim on the later of the Effective Date and the date such Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon after allowance as is practicable, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of Vista or the Consolidated Subsidiaries arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Parent Plan. 12

(b) Impairment and Voting. Class 3 is unimpaired under the Plan. The holders of Allowed Claims in Class 3 are presumed to accept the Plan and are not entitled to vote to accept or reject the Plan. SECTION 5.4. CLASS 4 - CONVENIENCE CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Claim in this Class shall have agreed in writing to a less favorable treatment, each holder of an Allowed Convenience Claim in Class 4 shall receive Cash in an amount equal to 75% of such Allowed Convenience Claim on the later of (i) the Effective Date, or (ii) 30 days after the date on which such Claim becomes an Allowed Convenience Claim, or as soon after allowance as is practicable, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of Vista or the Consolidated Subsidiaries arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Parent Plan. (b) Impairment and Voting. Class 4 is Impaired under the Plan. The holders of Allowed Convenience Claims in Class 4 are entitled to vote to accept or reject the Plan. (c) Election to be Treated as a Convenience Claim. By checking the appropriate box on a timely cast Ballot, the holder of an Allowed General Unsecured Claim in an amount greater than $1,500 may elect to reduce the amount of its Allowed General Unsecured Claim to $1,500 and to receive a distribution upon such Allowed Class 4 Convenience Claim of 75% of such reduced amount, which would be $1,125 (i.e., 75% of $1,500). Such an election shall constitute a waiver of the right to collect, and a release of, the amount of the Allowed General Unsecured Claim in excess of $1,500, and the holder of such Allowed Class 4 Convenience Claim shall be deemed to have released the Reorganized Debtors, the Debtors and their Estates, and their property from any and all liability for the amount in excess of $1,500. The holder of an Allowed General Unsecured Claim which timely elects to reduce the amount of its Allowed Claim to $1,500 shall be deemed to be the holder of an Allowed Class 4 Convenience Claim for classification, voting, and all other purposes under the Plan. SECTION 5.5. CLASS 5 - GENERAL UNSECURED CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Claim in this Class shall have agreed in writing to a less favorable treatment, each holder of an Allowed General Unsecured Claim (excluding Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims) in Class 5 under this Plan and Class 5 under the Parent Plan shall receive its Pro Rata share of (i) Available Notes and (ii) Available Shares, in full and final satisfaction of such Claim. Each holder of a Class 5 Allowed General Unsecured Claim will receive its distribution on the later of (i) the Effective Date, or (ii) 30 days after the date on which such Claim becomes an Allowed General Unsecured Claim, or as soon after allowance 13

as is practicable. If, after the Effective Date, any further Available Shares or Available Notes are available from the release of New Common Stock or New Senior Notes from the Disputed Claims Reserve, then each holder of an Allowed General Unsecured Claim (excluding Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims) will receive on a Subsequent Distribution Date, if any, and the Final Distribution Date, Available Shares and Available Notes on account of its Allowed General Unsecured Claim in accordance with this Section 5.5 and Sections 7.4 and 7.5 of the Plan. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of Vista or the Consolidated Subsidiaries arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Parent Plan. (b) Impairment and Voting. Class 5 is Impaired under the Plan. Each holder of an Allowed General Unsecured Claim in Class 5 is entitled to vote to accept or reject the Plan. SECTION 5.6. CLASS 6 - LATE CLAIMS AND SUBORDINATED CLAIMS. (a) Distributions. Each holder of a Class 6 Claim shall receive no distribution on account of its Class 6 Claim. (b) Impairment and Voting. Class 6 is Impaired under the Plan. Because the holders of Class 6 Claims are receiving no distributions, they are conclusively presumed to have rejected the Plan in accordance with Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan. SECTION 5.7. CLASS 7 - INTERCOMPANY CLAIMS. (a) Distributions. Each holder of a Class 7 Claim shall receive no distribution on account of its Class 7 Claim. (b) Impairment and Voting. Class 7 is Impaired under the Plan. Because the holders of Class 7 Claims are receiving no distributions, they are conclusively presumed to have rejected the Plan in accordance with Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan. SECTION 5.8. CLASS 8 - EQUITY INTERESTS. (a) Distributions. The holders of Class 8 Equity Interests shall receive no distributions whatsoever on account of such Equity Interests. All Equity Interests in each of the Debtors shall be canceled on the Effective Date. (b) Impairment and Voting. Class 8 is Impaired under the Plan. Because the holders of Equity Interests are receiving no distributions, they are conclusively 14

presumed to have rejected the Plan in accordance with Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan. SECTION 5.9. IMPAIRED AND UNIMPAIRED CLASSES. Classes 4, 5, 6, 7, and 8 are Impaired under the Plan. Classes 1, 2, and 3 are unimpaired under the Plan. SECTION 5.10. CLASSES ENTITLED TO VOTE. Each Impaired Class of Claims or Equity Interests shall be entitled to vote separately to accept or reject this Plan; provided however, that Classes 6, 7, and 8 are deemed to have rejected the Plan and thus are not entitled to vote on the Plan. Any unimpaired Classes of Claims or Equity Interests are deemed to have accepted the Plan under the provisions of Section 1126(f) of the Bankruptcy Code and shall not be entitled to vote to accept or reject this Plan. Accordingly, the Debtors will not solicit acceptances of the Plan from unimpaired Classes. Any Person electing to reduce a Claim to $1,500 on the Ballot and have the Claim treated as a Convenience Claim will vote only in Class 4 under this Plan. SECTION 5.11. CLASS ACCEPTANCE REQUIREMENTS. A Class of Claims shall have accepted this Plan if it is accepted by at least two-thirds (2/3) in amount and more than one-half (1/2) in number of the Claims of such Class that are allowed to vote and have voted on this Plan. SECTION 5.12. 11 U.S.C. SECTION 1129. Because Classes 6, 7, and 8 are deemed to have rejected the Plan, the Debtors, as proponents of the Plan, request that the Bankruptcy Court confirm this Plan with respect to such Classes in accordance with Section 1129(b) of the Bankruptcy Code, the cramdown provision. If any other Impaired Class fails to accept this Plan in accordance with Section 1129(a) of the Bankruptcy Code, this Plan shall constitute a request by the Debtors that the Bankruptcy Court confirm this Plan pursuant to Section 1129(b) of the Bankruptcy Code. SECTION 5.13. SEPARATE VOTING BY HOLDERS OF CLAIMS AGAINST EACH DEBTOR. The Estate of each Debtor shall be deemed to have the Claims classified as provided in Article III. Separate ballots will be cast with respect to Claims asserted against each Debtor. Voting results shall be determined separately for each Debtor. ARTICLE VI. IMPLEMENTATION OF THE PLAN SECTION 6.1. DIRECTORS AND OFFICERS OF THE REORGANIZED DEBTORS. (a) Board of Directors. As of the Effective Date, the board of directors of the Reorganized Debtors shall initially consist of 5 members to be selected by the Committee, whose names shall be disclosed on or before the date of the Confirmation Hearing. The boards of directors of each of the Reorganized Debtors will select a chairman at their initial meeting. (b) Officers of the Reorganized Debtors. The officers of each of the Debtors immediately prior to the Effective Date shall serve as the initial officers of the Reorganized Debtors on and after the Effective Date. Such officers may continue to serve in 15

accordance with such terms as may be negotiated with the Reorganized Debtors and applicable nonbankruptcy law. The employee severance program that was approved by the Bankruptcy Court in its Order Authorizing and Approving Employee Severance Program, entered in the Chapter 11 Cases on April 18, 2000, shall be binding upon the Reorganized Debtors, as the successor to the Debtors, through and including one year after the Effective Date. SECTION 6.2. SECURITIES TO BE ISSUED PURSUANT TO THE PLAN. (a) New Common Stock. On the Effective Date of the Parent Plan, Vista is authorized to issue 10,000,000 shares of New Common Stock. On the Effective Date of the Parent Plan, Vista will actually issue 5,000,000 of the 10,000,000 in authorized shares of New Common Stock. Each share of New Common Stock will entitle its holder to one vote, with no cumulative voting rights. Holders of New Common Stock will have the right to participate proportionately in any dividends distributed. Each holder of at least five percent (5%) of New Common Stock will not offer, sell, contract to sell, or otherwise dispose of any shares of New Common Stock for a period of three years from the Effective Date without the prior written consent of Vista. (b) New Senior Notes. The New Senior Notes will be issued pursuant to the New Notes Indenture, which will be qualified under the Trust Indenture Act of 1939, as amended. An indenture trustee will be selected prior to the Confirmation Hearing. A summary of the principal terms and conditions of the New Senior Notes, which is subject to amendment pursuant to agreement among the Debtors and the Committee, is attached hereto as Exhibit "A." SECTION 6.3. CANCELLATION AND SURRENDER OF EXISTING SECURITIES AND AGREEMENTS. On the Effective Date, the Senior Notes and Equity Interests in any of the Debtors shall be deemed canceled, terminated, and of no further force and effect without any further action on the part of the Bankruptcy Court, the Debtors, or any other Person. The holders of instruments, securities, and other documentation evidencing such canceled Senior Notes and Equity Interests, including the Senior Note Indenture (except as provided in Section 7.1), shall have no rights arising from or relating to such instruments, securities, and other documentation or the cancellation thereof, except the rights provided pursuant to the Plan. All obligations of the Debtors under the Senior Note Indenture shall terminate as of the Effective Date except as to any obligation to pay expenses of the Indenture Trustee for distributions as contemplated by Sections 7.1 and 7.8 of the Plan. SECTION 6.4. APPLICABILITY OF SECTION 1125 OF THE BANKRUPTCY CODE. The protection afforded by Section 1125(e) of the Bankruptcy Code with respect to the solicitation of acceptances or rejections of the Plan and with regard to the offer, issuance, sale, or purchase of the New Common Stock and the New Senior Notes, shall apply to the full extent provided by law, and the entry of the Confirmation Order shall constitute the Bankruptcy Court's determination that the Debtors, the Reorganized Debtors, and the Committee, and each of their respective officers, directors, partners, employees, members, agents, attorneys, accountants, or other professionals, shall have acted in good faith and in compliance with the applicable provisions of the Bankruptcy Code pursuant to Section 1125(e) thereof. 16

SECTION 6.5. BANKRUPTCY CODE SECTION 1145 EXEMPTION. Pursuant to, in accordance with, and solely to the extent provided under Section 1145 of the Bankruptcy Code, the issuance of New Senior Notes and New Common Stock to the Debtors' Creditors under the Plan is exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, and any state or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in such New Senior Notes and New Common Stock and is deemed to be a public offering of New Senior Notes and New Common Stock. ARTICLE VII. PROVISIONS GOVERNING DISTRIBUTIONS SECTION 7.1. DELIVERY OF DISTRIBUTIONS. Except as may otherwise be specifically provided, distributions made under the Plan shall be in exchange for and in complete satisfaction, discharge, and release of all Claims of any nature whatsoever against the Reorganized Debtors and the Debtors or any of their respective Estates, assets, or properties. Distributions under the Plan shall be deemed made to the holders of Allowed Claims when deposited in the United States mail, first class postage prepaid and directed to the Creditor at the address denominated in the proof of claim filed with the Bankruptcy Court, or if the Creditor has not filed a proof of claim, to the Creditor at the address listed in the Debtors' Schedules, or to such other address as the Creditor shall provide in writing to the Reorganized Debtors in accordance with the notice provisions detailed in this Plan; provided however, that all distributions to the holders of Allowed Senior Note Claims shall be made in accordance with the Senior Note Indenture. The Reorganized Debtors shall cause distributions of New Senior Notes and New Common Stock to be made initially to the New Notes Indenture Trustee and the Transfer Agent, respectively, who shall make the distributions to the holders of Allowed General Unsecured Claims or, in the case of holders of Allowed Senior Note Claims, to the Indenture Trustee for further distribution to individual holders of Allowed Senior Note Claims in accordance with the Senior Note Indenture. Notwithstanding any provisions in the Plan to the contrary, the Senior Note Indenture will continue in effect to the extent necessary to allow the Indenture Trustee to receive and make distributions pursuant to the Plan on account of Allowed Senior Note Claims. SECTION 7.2. EFFECTIVE DATE DISTRIBUTION. On the Effective Date, or as soon thereafter as practicable, the then Available Notes and Available Shares shall be distributed on a Pro Rata basis to the holders of Allowed General Unsecured Claims in Class 5. A Disputed Claims Reserve will be established for those Claims in Class 5 that are not yet resolved and Allowed on the Effective Date. SECTION 7.3. DISPUTED CLAIMS RESERVE. On the date of the initial distribution to holders of Allowed General Unsecured Claims pursuant to Sections 7.1 and 7.2 of the Plan, an aggregate number of New Senior Notes and an aggregate number of shares of New Common Stock shall be deposited with the New Notes Indenture Trustee and the Transfer Agent, respectively, sufficient to distribute to each holder of a Disputed General Unsecured 17

Claim (i) the number of New Senior Notes and shares of New Common Stock that such holder would have been entitled to receive under the Plan if such Claim had been an Allowed General Unsecured Claim on the date of such initial distribution, or (ii) such amount as the Bankruptcy Court may otherwise order (the "Disputed Claims Reserve"). New Senior Notes and shares of New Common Stock shall be withheld by the New Notes Indenture Trustee and the Transfer Agent, respectively, and reserved for distribution to holders of Disputed Claims until such time as such notes and/or shares are distributed to holders of Allowed Claims. Until such distribution, shares of New Common Stock held for the benefit of holders of Disputed General Unsecured Claims shall be treated as treasury stock for voting purposes. The holder of a Disputed General Unsecured Claim that becomes an Allowed Claim subsequent to the Effective Date shall receive a distribution of New Senior Notes and New Common Stock from the Disputed Claims Reserve as soon thereafter as is practicable. Such distributions shall be made in accordance with the Plan based on the distributions that would have been made to such holder under the Plan if the Disputed General Unsecured Claim had been an Allowed Claim on or prior to the Effective Date. If at any time or from time to time after the Effective Date, there shall be New Senior Notes and/or shares of New Common Stock in the Disputed Claims Reserve in an amount in excess of the amount which the Reorganized Debtors are required at such time to reserve on account of Disputed General Unsecured Claims under the Plan or pursuant to any Order of the Bankruptcy Court, such excess shares of New Common Stock and excess New Senior Notes shall become available for distribution in accordance with the Plan. SECTION 7.4. DISTRIBUTIONS ON SUBSEQUENT DISTRIBUTION DATES. Unless otherwise provided in the Plan, to the extent there are Available Shares or Available Notes subsequent to the Effective Date as a result of the release of shares of New Common Stock and New Senior Notes from the Disputed Claims Reserve in accordance with Section 7.3 of the Plan or the return of unclaimed, undeliverable or time-barred distributions to holders of Allowed General Unsecured Claims pursuant to Section 7.16 of the Plan, the Reorganized Debtors shall cause the Transfer Agent and the New Notes Indenture Trustee to distribute on a Subsequent Distribution Date such Available Shares and Available Notes to the holders of General Unsecured Claims entitled thereto that were Allowed on the Effective Date, or subsequently have become Allowed on or before such Subsequent Distribution Date, in amounts necessary to cause such holders to have received aggregate distributions of shares of New Common Stock and New Senior Notes in respect of such Allowed General Unsecured Claims equal to the distributions that such holders would have received in respect of such Allowed General Unsecured Claims on the Effective Date if (i) such Available Shares and Available Notes had been available for distribution on the Effective Date, (ii) such Allowed General Unsecured Claims had been Allowed on the Effective Date in the amounts in which they are Allowed on such Subsequent Distribution Date, and (iii) Claims or portions thereof that have become disallowed subsequent to the Effective Date and on or before such Subsequent Distribution Date had been disallowed on the Effective Date. Notwithstanding the foregoing, no distribution under this Section 7.4 will be made if, in the discretion of the Reorganized Debtors, there are not sufficient Available Shares and Available Notes to make a cost-efficient distribution, taking into account the size of the distribution to be made and the number of recipients of such distribution. SECTION 7.5. DISTRIBUTIONS ON THE FINAL DISTRIBUTION DATE. Unless otherwise provided in this Plan, to the extent there are Available Shares and Available Notes subsequent to the Effective Date as a result of the release of shares of New Common Stock and New Senior 18

Notes from the Disputed Claims Reserve in accordance with Section 7.3 of the Plan or the return of unclaimed, undeliverable or time-barred distributions to holders of Allowed General Unsecured Claims pursuant to Section 7.16 of the Plan, the Reorganized Debtors shall cause the Transfer Agent and the New Notes Indenture Trustee to distribute on the Final Distribution Date all such Available Shares and Available Notes to the holders of General Unsecured Claims entitled thereto that were Allowed on the Effective Date, or subsequently have become Allowed on or before the Final Distribution Date, in amounts necessary to cause such holders to have received aggregate distributions of shares of New Common Stock and New Senior Notes in respect of such Allowed Claims equal to the distributions that such holders would have received in respect of such Allowed General Unsecured Claims on the Effective Date if (i) such Available Shares and Available Notes had been available for distribution on the Effective Date, (ii) such Allowed General Unsecured Claims had been Allowed on the Effective Date in the amounts in which they are Allowed on the Final Distribution Date, and (iii) Claims or portions thereof that have become disallowed subsequent to the Effective Date and on or before the Final Distribution Date had been disallowed on the Effective Date. SECTION 7.6. FRACTIONAL NOTES AND FRACTIONAL SHARES. (a) Fractional Notes. Notwithstanding any other provision in the Plan to the contrary, no fractional denominations of New Senior Notes shall be issued pursuant to the Plan. Whenever the issuance of any New Senior Note would otherwise call for the issuance in an amount for a fraction of a New Senior Note (issued in $1,000 denominations), the actual issuance of such New Senior Note shall reflect a rounding of such fraction to the nearest whole New Senior Note denomination (up or down), with half denominations being rounded down. If two or more holders are entitled to equal fractional entitlements and the number of holders so entitled exceeds the number of whole notes, as the case may be, which remain to be allocated, the Reorganized Debtors shall allocate the remaining whole notes to such holders by random lot or such other impartial method as the Reorganized Debtors deem fair, in the Reorganized Debtors' sole discretion. Upon the allocation of all of the whole notes authorized under the Plan, all remaining fractional portions of the entitlements shall be canceled and shall be of no further force and effect. (b) Fractional Shares. Notwithstanding any other provision in the Plan to the contrary, no fractional shares of New Common Stock shall be issued pursuant to the Plan. Whenever any payment of a fraction of a share of New Common Stock would otherwise be required under the Plan, the actual distribution made shall reflect a rounding of such fraction to the nearest whole share (up or down), with half shares or less being rounded down and fractions in excess of a half of a share being rounded up. If two or more holders are entitled to equal fractional entitlements and the number of holders so entitled exceeds the number of whole shares, as the case may be, which remain to be allocated, the Reorganized Debtors shall allocate the remaining whole shares to such holders by random lot or such other impartial method as the Reorganized Debtors deem fair, in the Reorganized Debtors' sole discretion. Upon the allocation of all of the whole shares authorized under the Plan, all remaining fractional portions of the entitlements shall be canceled and shall be of no further force and effect. 19

SECTION 7.7. RECORD DATE FOR DISTRIBUTION. On the close of business on the Confirmation Date, the Debtors' records for transfer of the Senior Notes shall close and the Debtors, the Reorganized Debtors, and the Indenture Trustee shall not be obligated to recognize of record any transfers of Senior Notes occurring after that date. The Debtors, the Reorganized Debtors, and the Indenture Trustee shall be entitled to recognize and deal for purposes of the Plan with only those record holders of the Senior Notes as of the close of business on the Confirmation Date. SECTION 7.8. INDENTURE TRUSTEE'S FEES AND EXPENSES REGARDING DISTRIBUTIONS. The fees and expenses of the Indenture Trustee and its professionals under the Indenture will be paid by the Debtors and/or the Reorganized Debtors on the Effective Date in a manner consistent with the provisions of the Senior Note Indenture; provided however, that if there is a dispute between the Debtors or Reorganized Debtors and the Indenture Trustee about any such fees or expenses, the dispute will be resolved by the Bankruptcy Court. Upon payment of the fees and expenses of the Indenture Trustee and its professionals in full, the Indenture Trustee and its professionals will be deemed to have released their liens under Section 7.07 of the Indenture securing payment of their fees and expenses for all fees and expenses payable through the Effective Date. SECTION 7.9. ALLOCATION OF CONSIDERATION. The aggregate consideration to be distributed to the holders of Allowed Claims in each Class under the Plan shall be treated as first satisfying an amount equal to the stated principal amount of the Allowed Claim for such holders and any remaining consideration as satisfying accrued, but unpaid, interest and costs, if any, and attorneys' fees where applicable. SECTION 7.10. CONDITION PRECEDENT TO RECEIVING DISTRIBUTION. Notwithstanding any other provision of the Plan, as a condition precedent to receiving any distribution under the Plan, each holder of a promissory note, share certificate, or other instrument or security evidencing a Claim (other than the Senior Notes) must tender such promissory note or other instrument or security to the Reorganized Debtors or their designee or must execute and deliver an affidavit of loss and furnish an indemnity or bond in substance and amount reasonably satisfactory to the Reorganized Debtors. Any holder of a Claim (other than a Claim arising from the Senior Notes) that fails to surrender such instrument or to provide the affidavit and indemnity or bond before the later to occur of (i) six months after the Effective Date and (ii) six months following the date such holder's Claim becomes an Allowed Claim shall be deemed to have forfeited all rights and/or Claims and may not receive or participate in any distribution under the Plan. SECTION 7.11. NO DISTRIBUTION PENDING RESOLUTION OF OBJECTIONS. Notwithstanding any other provision of this Plan, no distributions shall be made with respect to a Disputed Claim (or any Disputed portion of a Claim) unless and until all objections to such Disputed Claim have been determined by Final Order. Distributions to each holder of a Disputed Claim to the extent that it ultimately becomes an Allowed Claim shall be made in accordance with the applicable provisions of the Plan with respect to such Claim. Such distributions shall be 20

made as soon as practicable after the date that the order or judgment allowing such Claim (or portion thereof) becomes a Final Order. SECTION 7.12. EFFECT OF SECTION 502(D) ON THE RIGHT TO DISTRIBUTIONS. No Creditor shall receive a distribution prohibited by Section 502(d) of the Bankruptcy Code. The Debtors or the Reorganized Debtors shall notify each affected Creditor of their contention that Section 502(d) prohibits such distribution prior to the date of the scheduled distribution to such Creditor, and no distribution shall be made to such Creditor until either the contention is resolved in favor of the Creditor by Final Order or the Creditor has timely repaid the amount or turned over the property as required by Section 502(d) of the Bankruptcy Code. A Claim that is the subject of a dispute pursuant to Section 502(d) of the Bankruptcy Code shall be treated as a Disputed Claim for purposes of the Plan. SECTION 7.13. TREATMENT OF CONTINGENT, UNLIQUIDATED, AND UNDETERMINED CLAIMS. Until such time as a Contingent Claim or a Contingent portion of a Claim becomes fixed and absolute, such Claim shall be treated as a Disputed Claim for all purposes related to estimations, allocations, and distributions under this Plan; provided, however, that distributional entitlements shall arise only from the date on which a Contingent Claim becomes fixed and absolute. Persons that have filed Claims against the Debtors in an undetermined or unspecified amount or which are unliquidated shall not receive any distribution on their Claims unless and until such time as the Claims are liquidated and Allowed. SECTION 7.14. PRECONFIRMATION DISTRIBUTIONS. Nothing in this Plan shall be deemed to entitle the holder of a Claim that received, prior to the Effective Date, full or partial payment of such holder's Claim, by way of settlement or otherwise, pursuant to an order of the Bankruptcy Court, provision of the Bankruptcy Code, or other means, to receive a duplicate payment in full or in part pursuant to this Plan; and all such full or partial payments shall be deemed to be payments made under this Plan for purposes of satisfying the obligations of the Debtors and the Reorganized Debtors hereunder. SECTION 7.15. UNDELIVERABLE DISTRIBUTIONS. If any Claim holder's distribution is returned as undeliverable, or is not sent because no address is available, and effort commensurate with the size of the distribution fails to produce a good address, no further distributions to such holder shall be made unless and until the Reorganized Debtors (or a disbursing agent, if applicable) is notified of such holder's then-current address, at which time all missed distributions shall be made to such holder, without interest. SECTION 7.16. UNCLAIMED DISTRIBUTIONS. Any distribution of Cash under the Plan which is unclaimed for a period of six months after the Final Distribution Date shall revert to the Reorganized Debtors, and the claim of any holder with respect to such property, or the claims of any state under its escheat, unclaimed property, or similar laws with respect to such property (which state shall not be deemed a holder of a Claim under such laws for the purposes of this Plan), shall be discharged and forever barred. Distributions under the Plan consisting of New Senior Notes or New Common Stock that are unclaimed for a period of six months after the Final Distribution Date shall be canceled and any dividend or interest which has accrued with respect to such securities shall be transferred to the Reorganized Debtors and entitlement by the holder of a Claim to such distribution shall be extinguished and forever barred. 21

ARTICLE VIII. PROVISIONS GOVERNING OBJECTIONS TO AND RESOLUTION OF CLAIMS SECTION 8.1. OBJECTIONS TO AND RESOLUTION OF CLAIMS. The Debtors and the Reorganized Debtors shall have the exclusive right to make and file objections to Claims subsequent to the Effective Date. All objections that are not settled shall be litigated to a Final Order. Unless otherwise ordered by the Bankruptcy Court, the Debtors and the Reorganized Debtors shall file all objections to Claims (other than Administrative Claims) that are the subject of proofs of claim and serve such objections upon the holders of the Claim as to which the objection is made as soon as is practicable, but in no event later than 90 days after the Effective Date or such later date as may be approved by the Bankruptcy Court. Except as otherwise provided in the Plan, a Person asserting an Administrative Claim in these Chapter 11 Cases must comply with the requisites of Section 503 of the Bankruptcy Code, including filing a request for payment thereof with the Bankruptcy Court on or prior to the Administrative Claim Bar Date. The Bankruptcy Court will schedule a hearing on Administrative Claims filed in the Chapter 11 Cases, and the Debtors, the Reorganized Debtors, and the Committee shall have an opportunity to assert objections thereto at such hearing. SECTION 8.2. AMENDMENTS TO SCHEDULES AND CLAIM OBJECTIONS. The Debtors and the Reorganized Debtors reserve the right to object to any and all Claims filed in these Chapter 11 Cases and to amend their Schedules to dispute Claims, if and as deemed appropriate, for purposes of allowance and distribution and for purposes of voting on the Plan. If an objection to a Claim (or portion thereof) is filed by the Debtors, the Reorganized Debtors, or any other party in interest, or if the Claim (or portion thereof) is Contingent, unliquidated, or filed in an undetermined or unspecified amount, then no distributions under the Plan shall be made to that holder of a Claim (or in respect of such Disputed portion), as the case may be, until the matter is determined by the entry of a Final Order. SECTION 8.3. DISALLOWANCE OF POSTPETITION INTEREST, PENALTIES, FEES, AND OTHER ACCRUALS. The Debtors and the Reorganized Debtors shall not be required to make specific objections to proofs of claim that allege a right to recover postpetition interest, penalties, fees, and other accruals with respect to prepetition Claims (except proofs of Secured Claims alleging entitlement to such accruals pursuant to Section 506(b) of the Bankruptcy Code), and any claim amounts attributable to such postpetition interest, penalties, fees, and other accruals shall be disallowed in full upon entry of the Confirmation Order; provided, however, that the disallowance provided for herein may be subject to reconsideration with respect to a particular Claim upon motion filed with the Bankruptcy Court and served upon the Debtors and the Reorganized Debtors. 22

SECTION 8.4. ADMINISTRATIVE, PRIORITY, AND CONVENIENCE CLAIMS RESERVE. (a) Establishment of Administrative, Priority, and Convenience Claims Reserve. On the Effective Date, the Reorganized Debtors shall place into reserve an amount of Cash equal to (i) the sum of the aggregate amount of all Disputed Administrative Claims, Disputed Priority Tax Claims, Disputed Other Priority Claims, and Disputed Convenience Claims, plus (ii) an amount to be determined by the Bankruptcy Court to be reserved for any Disputed Administrative Claims, Disputed Priority Tax Claims, and Disputed Other Priority Claims that are Contingent, unliquidated, or filed in an undetermined or unspecified amount (the "Administrative, Priority, and Convenience Claims Reserve"). (b) Cash Held in Administrative, Priority, and Convenience Claims Reserve. Cash held in the Administrative, Priority, and Convenience Claims Reserve shall be deposited in a segregated bank account or accounts in the name of the Reorganized Debtors and designated as held in trust for the benefit of holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed Convenience Claims. Cash held in such reserve shall not constitute property of the Reorganized Debtors. The Reorganized Debtors shall invest the Cash held in the Administrative, Priority, and Convenience Claims Reserve in a manner consistent with Section 345 of the Bankruptcy Code. The Reorganized Debtors shall pay, or cause to be paid, out of the funds held in such reserve, any tax imposed thereon by any governmental unit with respect to income generated by Cash held in this reserve. Any Cash held in the Administrative, Priority, and Convenience Claims Reserve after all Administrative, Priority, and Convenience Claims have been Allowed or disallowed shall be transferred to and become the property of the Reorganized Debtors. SECTION 8.5. ALLOWANCE OF DISPUTED ADMINISTRATIVE, PRIORITY, AND CONVENIENCE CLAIMS. If, on or after the Effective Date, any Disputed Administrative, Priority, or Convenience Claim becomes an Allowed Claim, the Reorganized Debtors shall, 30 days after the date on which such Claim becomes an Allowed Claim, or as soon thereafter as is practicable, distribute from the Administrative, Priority, and Convenience Claims Reserve to the holder of such Allowed Claim Cash equal to the amount that such holder would have been entitled to had such Claim been Allowed on the Effective Date. SECTION 8.6. ESTIMATION. The Debtors and the Reorganized Debtors may, at any time, request that the Bankruptcy Court estimate any Disputed Claim (including any Contingent Claim) pursuant to Section 502(c) of the Bankruptcy Code regardless of whether the Debtors or the Reorganized Debtors previously objected to such Claim. The Bankruptcy Court will retain jurisdiction to estimate any Claim at any time, including during litigation concerning any objection to such Claim. In the event that the Bankruptcy Court estimates any Disputed Claim, that estimated amount may constitute either the Allowed amount of such Claim, the amount on which a reserve is to be calculated for purposes of the Disputed Claims Reserve or the Administrative, Priority, and Convenience Claims Reserve, or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim, the Debtors or the Reorganized Debtors may elect to pursue any supplemental proceedings to object to any ultimate payment of such Claim. All of the 23

aforementioned Claims objection, estimation and resolution procedures are cumulative and not necessarily exclusive of one another. ARTICLE IX. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES SECTION 9.1. ASSUMPTION AND REJECTION OF CONTRACTS AND LEASES. All executory contracts and unexpired leases (within the meaning of Section 365 of the Bankruptcy Code) (i) which are not expressly the subject of a motion to the Bankruptcy Court for an order of assumption or for an order for rejection pending as of the Effective Date, (ii) which have not been assumed or rejected prior thereto by the Debtors pursuant to an order of the Bankruptcy Court or operation of the Bankruptcy Code, or (iii) which are not listed on the Assumption Schedule attached hereto as Exhibit B (as it may be amended from time to time prior to the Confirmation Hearing, upon notice to affected parties), shall be deemed to be REJECTED AS OF THE EFFECTIVE DATE, in accordance with Section 365 of the Bankruptcy Code. The executory contracts and unexpired leases listed on Exhibit B attached hereto (as it may be amended from time to time prior to the Confirmation Hearing upon notice to affected parties) shall be deemed to be ASSUMED AS OF THE EFFECTIVE DATE, in accordance with Section 365 of the Bankruptcy Code. The Debtors have listed on Exhibit B the nondebtor party to the contract or lease, the type of contract or lease, and the amount necessary (if any) based upon the Debtors' records to cure all defaults under the contract or lease to be assumed. Entry of the Confirmation Order shall constitute the approval, in accordance with Sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the Debtors' rejection and assumption of the executory contracts and unexpired leases deemed rejected and assumed pursuant to this section. SECTION 9.2. REJECTION CLAIMS AND BAR DATE. All Claims for damages arising from executory contracts or unexpired leases that are deemed rejected pursuant to Section 9.1 of this Plan must be filed with the Bankruptcy Court by no later than thirty (30) days after entry of the Confirmation Order. Any rejection Claims not filed within such time period will be forever barred from being asserted against the Debtors, their Estates, and the Reorganized Debtors. All Allowed Claims arising from the rejection of executory contracts or unexpired leases shall be treated as Class 5 Claims. SECTION 9.3. CURE OF DEFAULTS UNDER ASSUMED CONTRACTS AND LEASES. In accordance with Section 365 of the Bankruptcy Code, and except as otherwise agreed by the parties, the Reorganized Debtors will cure any and all undisputed defaults under any executory contracts or unexpired leases that are assumed pursuant to the Plan within 60 days of the Effective Date. All disputed defaults that are required to be cured shall be cured either within 30 days of the entry of a Final Order determining the amount, if any, of the Debtors' or the Reorganized Debtors' liability with respect thereto, or as may otherwise be agreed to by the parties. SECTION 9.4. INSURANCE POLICIES. All of the Debtors' rights arising under any insurance policies and any agreements, documents, or instruments relating thereto shall be deemed transferred to the Reorganized Debtors on the Effective Date. 24

ARTICLE X. CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE SECTION 10.1. CONDITIONS PRECEDENT TO PLAN CONFIRMATION. Confirmation of the Plan shall not occur unless and until each of the following conditions shall have been satisfied in full or waived in accordance with Section 10.3 of this Plan: (a) The Bankruptcy Court shall have entered the Confirmation Order in a form and substance satisfactory to the Debtors and the Committee; (b) The Bankruptcy Court shall have entered an order confirming the Parent Plan; and (c) The Debtors and Vista shall have completed the disposition of their vision centers in free-standing locations, such as malls and strip centers, and shall have either (i) assumed and assigned the leases related to these free-standing locations to a purchaser or purchasers or (ii) rejected such leases, in accordance with Section 365 of the Bankruptcy Code. SECTION 10.2. CONDITIONS PRECEDENT TO EFFECTIVE DATE OF THE PLAN. The Effective Date of the Plan shall not occur unless and until each of the following conditions shall have been satisfied in full or waived in accordance with Section 10.3 of this Plan: (a) The Confirmation Order, in a form and substance satisfactory to the Debtors and the Committee, shall have become a Final Order; (b) The order confirming the Parent Plan shall have become a Final Order; and (c) The Reorganized Debtors shall have entered into a senior secured credit facility in an amount and upon terms and conditions to be agreed to among the Debtors and the Committee. SECTION 10.3. WAIVER OF CONDITIONS. The Debtors may waive any or all of the conditions precedent set forth in Sections 10.1 and 10.2 above at any time with the consent of the Committee, without leave of or order of the Bankruptcy Court and without any formal action. ARTICLE XI. EFFECTS OF PLAN CONFIRMATION SECTION 11.1. DISCHARGE. Except as otherwise provided in this Plan or the Confirmation Order, upon entry of the Confirmation Order, the Debtors shall be discharged from, and their liability shall be extinguished completely in respect of, any Claim and/or Debt (with the exception of Intercompany Claims), whether reduced to judgment or not, liquidated or unliquidated, contingent or noncontingent, asserted or unasserted, fixed or not, matured or unmatured, disputed or undisputed, legal or equitable, known or unknown, that arose in connection with or related to, directly or indirectly: any agreement of the Debtors entered into or obligation of the Debtors incurred before the 25

Confirmation Date, any acts, omissions, transactions, transfers, happenings, facts, or situations which occurred on or before the Confirmation Date, whether or not known or suspected, or any conduct of the Debtors prior to the Confirmation Date, and including, without limitation, all interest, if any, on any such Claims and Debts, whether such interest accrued before or after the date of commencement of the Chapter 11 Cases, and including, without limitation, all Claims and Debts based upon or arising out of any acts, omissions, transactions, transfers, happenings, facts, or situations which occurred before the Confirmation Date, whether or not known or suspected, or related to, directly or indirectly, and from any liability of the kind specified in Sections 502(g), 502(h), and 502(i) of the Bankruptcy Code, whether or not (i) a proof of claim is filed or is deemed filed under Section 501 of the Bankruptcy Code, (ii) such Claim is Allowed under Section 502 of the Bankruptcy Code, or (iii) the holder of such Claim has accepted this Plan. SECTION 11.2. VESTING. Except as otherwise provided in this Plan or the Confirmation Order, on the Effective Date, each of the Reorganized Debtors shall be vested with all of the property of their respective Estates, free and clear of all Claims, Liens, encumbrances, charges and other interests of Creditors and holders of Equity Interests, and the Reorganized Debtors shall thereafter hold, use, dispose of, or otherwise deal with such property and operate their business free of any restrictions imposed by the Bankruptcy Code or by the Bankruptcy Court. SECTION 11.3. INJUNCTION. Except as otherwise expressly provided in the Plan, the Confirmation Order, or a separate order of the Bankruptcy Court, all entities who have held, hold, or may hold Claims against or Equity Interests in the Debtors, or any of them, which arose before or were held as of the Effective Date, are permanently enjoined, on and after the Effective Date, from (a) commencing or continuing in any manner any action or other proceeding of any kind against the Debtors, with respect to any such Claim or Equity Interest, (b) the enforcement, attachment, collection, or recovery by any manner or means of any judgment, award, decree, or order against the Debtors on account of any such Claim or Equity Interest, (c) creating, perfecting, or enforcing any encumbrance of any kind against the Debtors or against the property or interests in property of the Debtors on account of any such Claim or Equity Interest, and (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from the Debtors or against the property or interests in property of the Debtors on account of any such Claim or Equity Interest. Such injunction shall also extend to the Reorganized Debtors as the successors of the Debtors and their properties and interests in property. SECTION 11.4. RELEASES. On the Effective Date, the Debtors and the Reorganized Debtors, on behalf of themselves and their Estates, shall be deemed to release unconditionally all of their respective officers, directors, employees, advisors, attorneys, financial advisors, accountants, and other professionals, the Committee members, and the Committee's advisors, attorneys, financial advisors, accountants, and other professionals, and each of their representatives and agents (including any professionals retained by such persons or entities) (the "Released Parties") from any and all claims, obligations, suits, judgments, damages, rights, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken in their respective capacities described above or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Chapter 11 Cases or the 26

Plan, except that (i) no Person shall be released from any act or omission that constitutes gross negligence or willful misconduct, and (ii) the Reorganized Debtors shall not relinquish or waive the right to assert any of the foregoing as a legal or equitable defense or right of setoff or recoupment against any Claims of any such Persons asserted against the Debtors. SECTION 11.5. EXCULPATION OF RELEASED PARTIES. The Debtors, the Reorganized Debtors, members of the Committee, and the other Released Parties (i) shall have no liability whatsoever to any holder or purported holder of an Administrative Claim, Claim, or Equity Interest for any act or omission in connection with, or arising out of, the Plan, the Disclosure Statement, the negotiation of the Plan, the pursuit of approval of the Disclosure Statement or the solicitation of votes for confirmation of the Plan, the Chapter 11 Cases, the consummation of the Plan, the administration of the Plan or the property to be distributed under the Plan, or any transaction contemplated by the Plan or Disclosure Statement or in furtherance thereof, except for willful misconduct or gross negligence as determined by a Final Order, and (ii) in all respects, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations and any other applicable law or rules protecting such Released Parties from liability. SECTION 11.6. TERM OF BANKRUPTCY INJUNCTION OR STAY. All injunctions or stays provided for in the Chapter 11 Cases under Sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date. SECTION 11.7. PRESERVATION OF INSURANCE. The Debtors' discharge and release from all Claims as provided herein, except as necessary to be consistent with this Plan or the Confirmation Order, shall not diminish or impair the enforceability of any insurance policy that may cover Claims against the Debtors, or any of them, the Reorganized Debtors (including, without limitation, the Debtors' and the Reorganized Debtors' officers and directors) or any other person or entity. SECTION 11.8. OFFICERS' AND DIRECTORS' INDEMNIFICATION RIGHTS AND INSURANCE. Notwithstanding any other provisions of the Plan, the obligations of the Debtors to indemnify their present directors, officers, and employees against any obligations, liabilities, costs or expenses pursuant to the articles of incorporation or by-laws of the Debtors, applicable state law, specific agreement, or any combination of the foregoing, shall survive the Effective Date and shall be applicable to the Reorganized Debtors. SECTION 11.9. BINDING EFFECT OF THE PLAN. Upon Confirmation, the provisions of this Plan shall be binding upon the Debtors, the Reorganized Debtors, any Person acquiring property under the Plan, and any holder of any Claim or Equity Interest or any Creditor or other party in interest, whether or not the Claim or Equity Interest of such Creditor or party in interest is Impaired under the Plan or is Allowed or disallowed by the Bankruptcy Court, and whether or not such Creditor or party in interest has accepted or is deemed to have accepted this Plan or has rejected or is deemed to have rejected this Plan. The rights and obligations of any Person named 27

or referred to in this Plan shall be binding upon, and shall inure to the benefit of, the successors and assigns of such Person. ARTICLE XII. PLAN MODIFICATION The Debtors may propose amendments or modifications of the Plan at any time prior to the Confirmation of the Plan by the Bankruptcy Court provided that this Plan, as modified, meets the requirements of Sections 1122 and 1123 of the Bankruptcy Code, and the Debtors shall have complied with Section 1125 of the Bankruptcy Code. After Confirmation, the Debtors, with the approval of the Bankruptcy Court and so long as it does not materially or adversely affect the interest of Creditors, may remedy any defect or omission or reconcile any inconsistencies in the Plan or in the Confirmation Order in such a manner as may be necessary to carry out the purposes and effect of this Plan. This Plan may be modified at any time after Confirmation and before its substantial consummation, provided that the Plan, as modified, meets the requirements of Sections 1122 and 1123 of the Bankruptcy Code, and the Bankruptcy Court, after notice and a hearing, confirms the Plan, as modified, under Section 1129 of the Bankruptcy Code, and the circumstances warrant such modification. A holder of a Claim or Equity Interest that has accepted or rejected this Plan shall be deemed to have accepted or rejected, as the case may be, such Plan as modified, unless, within the time fixed by the Bankruptcy Court, such holder changes its previous acceptance or rejection. ARTICLE XIII. RETENTION OF JURISDICTION After entry of the Confirmation Order and until the Chapter 11 Cases are closed, the Bankruptcy Court, pursuant to the provisions of Sections 1123(a), (b)(3) and (6), 1127, and 1142(b), and any applicable Bankruptcy Rules, shall retain exclusive jurisdiction of all matters arising under, arising out of, or relating to these Chapter 11 Cases, including but not limited to the following: (a) The determination of all disputes, controversies, and suits regarding the interpretation, implementation, enforcement, or consummation of this Plan, or any party's obligations hereunder; (b) The allowance or disallowance of any Claim or Equity Interest, and any objections thereto; (c) The determination of the validity, priority, and extent of any Claim; (d) The determination of all controversies arising from adversary proceedings that have been or may be filed; (e) The determination of all controversies arising from contested matters or other litigation that has been or may be filed; 28

(f) The compromise and settlement of any Claims asserted by or against the Debtors; (g) The modification of this Plan as may be necessary to carry out its purposes and intent, the remedy of any defect or omission or reconciliation of any inconsistency in any order of the Bankruptcy Court, including the Confirmation Order, to the extent authorized by the Bankruptcy Code; (h) The estimation of Disputed, Contingent, and/or unliquidated Claims for purposes of distribution under the Plan; (i) The prosecution of any actions for the avoidance and recovery pursuant to Section 550 of the Bankruptcy Code of transfers avoidable by reason of Sections 544, 545, 547, 548, 549, or 553(b) of the Bankruptcy Code; (j) The determination of any and all applications for allowance of compensation and reimbursement of expenses authorized to be paid or reimbursed under the Bankruptcy Code or this Plan; (k) The issuance of orders in aid of execution of this Plan to the extent authorized by Section 1142 of the Bankruptcy Code; (l) The determination of such other matters as may be set forth in the Confirmation Order or as may arise in connection with this Plan or the Confirmation Order; and (m) The entry of a final decree closing these Chapter 11 Cases. ARTICLE XIV. MISCELLANEOUS PROVISIONS SECTION 14.1. POST-CONFIRMATION U.S. TRUSTEE FEES. The Reorganized Debtors will pay post-confirmation U.S. Trustee fees as required by 28 U.S.C.ss.1930(a)(6). SECTION 14.2. DISSOLUTION OF THE COMMITTEE. The appointment of the Committee shall terminate on the Effective Date. SECTION 14.3. GOVERNING LAW. Except to the extent that the Bankruptcy Code is applicable, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Georgia. SECTION 14.4. FILING OR EXECUTION OF ADDITIONAL DOCUMENTS. On or before the Effective Date, the Debtors or the Reorganized Debtors, shall file with the Bankruptcy Court or execute, as appropriate, such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. SECTION 14.5. EXECUTION OF DOCUMENTS. All parties are required to execute such instruments or documents as may be necessary for the consummation of the Plan, and the 29

Bankruptcy Court shall retain jurisdiction to make such orders as are necessary to require the parties to comply herewith. SECTION 14.6. WITHHOLDING AND REPORTING REQUIREMENTS. In connection with this Plan and all instruments issued in connection herewith and distributions hereon, the Debtors and the Reorganized Debtors shall comply with all withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all distributions hereunder shall be subject to any such withholding and reporting requirements. SECTION 14.7. EXEMPTION FROM TRANSFER TAXES. Pursuant to Section 1146(c) of the Bankruptcy Code, the issuance, transfer or exchange of the New Senior Notes or New Common Stock under the Plan, or the making or delivery of any other instrument whatsoever, in furtherance of or in connection with the Plan shall not be subject to any sales and use, stamp, real estate transfer, recording, or other similar tax. SECTION 14.8. NOTICES. Any notices or requests to the Debtors or the Reorganized Debtors required to be provided pursuant to this Plan shall be made by first class, United States mail, addressed to: Vista Eyecare, Inc. Attention: General Counsel 296 Grayson Highway Lawrenceville, GA 30045 and Kilpatrick Stockton LLP Attention: Michael D. Langford, Esq. Suite 2800 1100 Peachtree Street Atlanta, Georgia 30309-4530 and Wachtell, Lipton, Rosen & Katz Attention: Chaim J. Fortgang, Esq. 51 West 52nd Street New York, New York 10019-6150 and Alston & Bird Attention: Grant T. Stein, Esq. 1201 West Peachtree Street Atlanta, Georgia 30309-3424 30

SECTION 14.9. EFFECTIVENESS OF PRIOR ORDERS. All orders entered by the Bankruptcy Court prior to the Confirmation Date shall continue in full force and effect, unless superseded by this Plan, the Confirmation Order, or other subsequent orders of the Bankruptcy Court. SECTION 14.10. PRESERVATION OF DEBTORS' CLAIMS, DEMANDS AND CAUSES OF ACTION. Unless otherwise provided by this Plan or the Confirmation Order, the Debtors shall retain each and every claim, demand, or cause of action which a debtor in possession has power to assert under the Bankruptcy Code, including actions for the avoidance and recovery pursuant to Section 550 of the Bankruptcy Code of transfers avoidable by reason of Sections 544, 545, 547, 548, 549 or 553(b) of the Bankruptcy Code, and the Debtors' rights therein shall be deemed transferred to the Reorganized Debtors on the Effective Date. The Reorganized Debtors may commence or continue in any appropriate court or tribunal any suit or other proceeding for the enforcement of such claims. No provision of this Plan shall impair the Reorganized Debtors' right to prosecute any such preserved claims, demands and causes of action. SECTION 14.11. SETOFFS. The Debtors may, but shall not be required to, setoff against any Claim and the payments or other distributions to be made pursuant to this Plan in respect of such Claim, claims of any nature whatsoever that the Debtors may have against the holder of such Claims, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors of any such claim that the Debtors may have against such holder. SECTION 14.12. COMPROMISE OF CLAIMS AND CONTROVERSIES. The Reorganized Debtors shall have the authority to compromise and resolve claims and controversies under the following parameters: After the Effective Date, the Reorganized Debtors may, without an order of the Bankruptcy Court and without notice and a hearing as provided for in Section 102(1) of the Bankruptcy Code, compromise and settle any Claim where the compromise is in writing and the proposed Allowed Claim is to be less than $250,000. SECTION 14.13. UNCLAIMED OR ABANDONED PROPERTY. Any and all property of the Estates of any of the Debtors that presently qualifies or may qualify in the future as unclaimed or abandoned property under the escheatment, unclaimed property, abandoned property, or similar laws of any state shall not escheat to the state, but instead shall remain property of the Debtors. Upon the Effective Date, any such abandoned or unclaimed property shall become property of the Reorganized Debtors and may be utilized by the Reorganized Debtors without any restrictions thereafter. Any Claims for such unclaimed or abandoned property that were not filed with the Bankruptcy Court on or prior to the Bar Date are hereby expunged and discharged. SECTION 14.14. HEADINGS. The headings used in this Plan are inserted for convenience only and neither constitute a portion of this Plan nor in any manner affect the provisions or interpretation of this Plan. 31

SECTION 14.15. SEVERABILITY. Should any provisions of this Plan be determined to be unenforceable for any reason, such determination shall in no way limit or affect the enforceability and operative effect of any other provisions of this Plan. SECTION 14.16. BUSINESS DAY. Whenever any date under this Plan shall be on a day other than a Business Day, then the immediately following Business Day shall be the relevant day. SECTION 14.17. EXHIBITS AND SCHEDULES. All exhibits and schedules to the Plan are incorporated into and constitute a part of the Plan as if set forth herein. SECTION 14.18. CONFLICT. The terms of this Plan shall govern in the event of any inconsistency with the summaries of the Plan set forth in the Disclosure Statement. 32

Respectfully submitted, this the 13th day of April, 2001. FRAME-N-LENS OPTICAL, INC. By: /s/ Mitchell Goodman --------------------------------- Name: Mitchell Goodman Title: Vice President MIDWEST VISION, INC. By: /s/ Mitchell Goodman --------------------------------- Name: Mitchell Goodman Title: Vice President NEW WEST EYEWORKS, INC. By: /s/ Mitchell Goodman --------------------------------- Name: Mitchell Goodman Title: Vice President FAMILY VISION CENTERS, INC. By: /s/ Mitchell Goodman --------------------------------- Name: Mitchell Goodman Title: Vice President VISION ADMINISTRATORS, INC. By: /s/ Mitchell Goodman --------------------------------- Name: Mitchell Goodman Title: Vice President ALEXIS HOLDING COMPANY, INC. By: /s/ Mitchell Goodman --------------------------------- Name: Mitchell Goodman Title: Vice President VISTA EYECARE NETWORK, LLC By: /s/ Mitchell Goodman --------------------------------- Name: Mitchell Goodman Title: Vice President 33

EXHIBIT A TO PLAN VISTA EYECARE, INC. SUMMARY OF TERMS AND CONDITIONS OF NEW SENIOR NOTES - -------------------------------------------------------------------------------- I. Issuer: Vista Eyecare, Inc., as Reorganized Debtor ------ under the Parent Plan. II. Principal Amount: $120,000,000 ---------------- III. Maturity: The eighth anniversary of the Effective Date -------- of the Parent Plan. IV. Interest Rate: 12%--Interest shall be payable in cash ------------ semi-annually in arrears on March 31 and September 30 of each year. V. Amortization: ------------ A. Optional Prepayments: Prepayable at any time, in whole or in part, -------------------- on 30 days' prior written notice, at 100% of the principal amount of the New Senior Notes to be prepaid, plus accrued interest thereon through the date of prepayment. B. Mandatory Prepayments: Semi-annually mandatory prepayment of 100% --------------------- of Excess Cash Flow. Excess Cash Flow shall be defined as EBITDA (i) less Capital Expenditures, (ii) plus/minus changes in Working Capital, (iii) less senior secured interest expense, (iv) less senior secured required debt amortization, (v) less pro forma New Senior Notes' interest expense, and (vi) less pro forma cash taxes. VI. Collateral and Ranking: Subject to exit revolving credit facility, a ---------------------- first lien on all tangible and intangible assets of the Reorganized Debtor. Other concepts will be consistent with terms in the existing Senior Notes Indenture. A-1

VII. Covenants: Affirmative, negative, and financial --------- covenants (including, minimum EBITDA, fixed charge coverage ratio and limitation on capital expenditures) will be consistent with the terms in the existing Senior Notes Indenture. VIII. Financial Reporting: No change from reporting requirements for ------------------- current outstanding Senior Notes, consistent with the terms in the existing Senior Notes Indenture. IX. Representations, Warranties To be consistent with the terms in the and Events of Default: existing Senior Notes Indenture. --------------------- X. Registration Rights: Demand registration rights (including shelf ------------------ demand) for holders of 10% or more of the outstanding principal amount of the New Senior Notes. XI. Rating: The Reorganized Debtor will use its ------ reasonable efforts to obtain a rating for the New Senior Notes of at least CCC from a nationally recognized rating agency. A-2