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                                                                  Execution Copy

                          AGREEMENT AND PLAN OF MERGER

                           DATED AS OF JULY 25, 2005,

                                      AMONG

                              Vision Holding Corp.,

                            Vision Acquisition Corp.,

                                       AND

                              National Vision, Inc.

                                                                  Execution Copy

                                TABLE OF CONTENTS


                                                                       
ARTICLE I        THE OFFER AND THE MERGER......................................1

    Section 1.01.    The Offer.................................................1

    Section 1.02.    Company Actions...........................................4

    Section 1.03.    The Merger................................................5

    Section 1.04.    Closing...................................................5

    Section 1.05.    Effective Time............................................5

    Section 1.06.    Effects...................................................5

    Section 1.07.    Certificate of Incorporation and By-laws..................6

    Section 1.08.    Directors.................................................6

    Section 1.09.    Officers..................................................6

ARTICLE II       EFFECT ON THE CAPITAL STOCK OF THE  CONSTITUENT
                 CORPORATIONS; EXCHANGE OF CERTIFICATES........................6

    Section 2.01.    Effect on Capital Stock...................................6

    Section 2.02.    Exchange of Certificates..................................7

ARTICLE III      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................9

    Section 3.01.    Organization, Standing and Power..........................9

    Section 3.02.    Company Subsidiaries; Equity Interests...................10

    Section 3.03.    Capital Structure........................................10

    Section 3.04.    Authority; Execution and Delivery; Enforceability........11

    Section 3.05.    No Conflicts; Consents...................................12

    Section 3.06.    SEC Documents; Undisclosed Liabilities...................13

    Section 3.07.    Information Supplied.....................................14

    Section 3.08.    Absence of Certain Changes or Events.....................14

    Section 3.09.    Taxes....................................................15

    Section 3.10.    Absence of Changes in Benefit Plans......................16

    Section 3.11.    ERISA Compliance; Excess Parachute Payments..............17

    Section 3.12.    Litigation...............................................18

    Section 3.13.    Compliance with Applicable Laws..........................18

    Section 3.14.    Contracts; Debt Instruments..............................19

    Section 3.15.    Intellectual Property....................................19

    Section 3.16.    Certain Notes Receivable.................................20


                                       i


                                                                       
    Section 3.17.    Brokers; Schedule of Fees and Expenses...................20

    Section 3.18.    Opinion of Financial Advisor.............................20

ARTICLE IV       REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB.............21

    Section 4.01.    Organization, Standing and Power.........................21

    Section 4.02.    Sub......................................................21

    Section 4.03.    Authority; Execution and Delivery; Enforceability........21

    Section 4.04.    No Conflicts; Consents...................................21

    Section 4.05.    Information Supplied.....................................22

    Section 4.06.    Brokers..................................................22

    Section 4.07.    Financial Ability to Perform.............................22

    Section 4.08.    Litigation...............................................23

ARTICLE V        COVENANTS RELATING TO CONDUCT OF BUSINESS....................23

    Section 5.01.    Conduct of Business......................................23

    Section 5.02.    No Solicitation..........................................25

    Section 5.03.    CVG Agreement............................................27

ARTICLE VI       ADDITIONAL AGREEMENTS........................................27

    Section 6.01.    Preparation of Proxy Statement; Stockholders
                     Meeting..................................................27

    Section 6.02.    Access to Information; Confidentiality...................28

    Section 6.03.    Reasonable Efforts; Notification.........................29

    Section 6.04.    Stock Options............................................30

    Section 6.05.    Benefit Plans............................................31

    Section 6.06.    Indemnification..........................................31

    Section 6.07.    Fees and Expenses........................................32

    Section 6.08.    Public Announcements.....................................33

    Section 6.09.    Transfer Taxes...........................................33

    Section 6.10.    Directors................................................34

    Section 6.11.    Rights Agreement; Consequences if Rights
                     Triggered................................................34

    Section 6.12.    Stockholder Litigation...................................35

    Section 6.13.    Parent Loan to Company...................................35

    Section 6.14.    Indenture................................................35

ARTICLE VII      CONDITIONS PRECEDENT.........................................35

    Section 7.01.    Conditions to Each Party's Obligation To Effect
                     The Merger...............................................35


                                       ii


                                                                       
ARTICLE VIII     TERMINATION, AMENDMENT AND WAIVER............................36

    Section 8.01.    Termination..............................................36

    Section 8.02.    Effect of Termination....................................37

    Section 8.03.    Amendment................................................38

    Section 8.04.    Extension; Waiver........................................38

    Section 8.05.    Procedure for Termination, Amendment, Extension
                     or Waiver................................................38

ARTICLE IX       GENERAL PROVISIONS...........................................39

    Section 9.01.    Nonsurvival of Representations and Warranties............39

    Section 9.02.    Notices..................................................39

    Section 9.03.    Definitions..............................................40

    Section 9.04.    Interpretation; Disclosure Letters.......................40

    Section 9.05.    Severability.............................................41

    Section 9.06.    Counterparts.............................................41

    Section 9.07.    Entire Agreement; Third-Party Beneficiaries..............41

    Section 9.08.    Governing Law............................................41

    Section 9.09.    Assignment...............................................41

    Section 9.10.    Enforcement..............................................41

    Section 9.11.    Consents.................................................42


                                      iii

                                                                  Execution Copy

      AGREEMENT AND PLAN OF MERGER dated as of July 25, 2005, among Vision
Holding Corp., a Delaware corporation ("Parent"), Vision Acquisition Corp., a
Georgia corporation ("Sub") and a wholly owned subsidiary of Parent, and
National Vision, Inc., a Georgia corporation (the "Company").

      WHEREAS the respective Boards of Directors of Parent, Sub and the Company
(in the case of the Company, acting on the recommendation of a special committee
appointed by the Board of Directors of the Company (the "Special Committee"))
have approved the acquisition of the Company by Parent on the terms and subject
to the conditions set forth in this Agreement;

      WHEREAS, in furtherance of such acquisition, Parent proposes to cause Sub
to make a tender offer (as it may be amended from time to time as permitted
under this Agreement, the "Offer") to purchase all the outstanding shares of
common stock, par value $0.01 per share, of the Company (the "Company Common
Stock"), including the associated Company Rights (as defined in Section 3.03),
at a price per share of Company Common Stock (including the associated Company
Right) of $7.25 (the "Offer Price"), net to the seller in cash, on the terms and
subject to the conditions set forth in this Agreement;

      WHEREAS the respective Boards of Directors of Parent, Sub and the Company
(in the case of the Company, acting on the recommendation of the Special
Committee) have approved the merger (the "Merger") of Sub into the Company, or
(at the election of Parent) the Company into Sub, on the terms and subject to
the conditions set forth in this Agreement, whereby each issued share of Company
Common Stock not owned directly by Parent or the Company, other than Appraisal
Shares (as defined in Section 2.01(d)), shall be converted into the right to
receive the highest per share cash consideration paid pursuant to the Offer; and

      WHEREAS Parent, Sub and the Company desire to make certain
representations, warranties, covenants and agreements in connection with the
Offer and the Merger and also to prescribe various conditions to the Offer and
the Merger.

      NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                            THE OFFER AND THE MERGER

            Section 1.01 The Offer.

            (a)   Commencement and Expiration of the Offer. Subject to the
conditions of this Agreement, as promptly as practicable after the date of this
Agreement (but in no event later than five business days after the public
announcement of this Agreement), Sub shall, and Parent shall cause Sub to,
commence the Offer within the meaning of the applicable rules and regulations of
the Securities and Exchange Commission (the "SEC"). The obligation of Sub to,
and of Parent to cause Sub to, commence the Offer and accept for payment, and
pay for, any shares of Company Common Stock tendered pursuant to the Offer are
subject to the conditions set forth in Exhibit A. The initial expiration date of
the Offer shall be at 12:00 midnight on the 20th business day following the
commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2
promulgated under the Securities Exchange Act of 1934, as amended (the

                                       1

"Exchange Act")). Sub expressly reserves the right to waive any condition to the
Offer or modify the terms of the Offer, except that, without the consent of the
Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number
of shares of Company Common Stock subject to the Offer, (ii) reduce the price
per share of Company Common Stock to be paid pursuant to the Offer, (iii) modify
in any manner adverse to the holders of Company Common Stock or add to the
conditions set forth in Exhibit A, (iv) except as provided in Section 1.01(b),
extend the Offer, (v) change the form of consideration payable in the Offer or
(vi) waive the Minimum Tender Condition, unless more than 50% of the Shares
outstanding on the expiration date of the Offer shall have been tendered and not
withdrawn.

            (b)   Sub's Ability to Extend the Offer. Notwithstanding the
provisions of Section 1.01(a), Sub may, without the consent of the Company, (A)
if at the scheduled or any extended expiration date of the Offer (whether
extended pursuant to this clause (A) or otherwise) any of the conditions to
Sub's obligation to purchase shares of Company Common Stock are not satisfied or
waived, extend the Offer for such period as Sub determines; provided that such
extension shall be in increments of not more than ten (10) business days if all
of the conditions set forth in Exhibit A other than the Minimum Tender Condition
have been satisfied or waived at such scheduled or extended expiration date, (B)
extend the Offer for any period required by any rule, regulation, interpretation
or position of the SEC or the staff thereof applicable to the Offer and (C) if
at the scheduled or any extended expiration date of the Offer all of the
conditions set forth in Exhibit A have been satisfied or waived, Sub may extend
the Offer pursuant to an amendment to the Offer providing for a "subsequent
offering period" not to exceed twenty (20) business days to the extent permitted
under, and in compliance with, Rule 14d-11 under the Exchange Act.

            (c)   Company's Ability to Extend the Offer.

                  (i)   In the event that the Minimum Tender Condition has not
been satisfied or waived at the scheduled expiration date of the Offer, at the
request of the Company, Sub shall, and Parent shall cause Sub to, extend the
expiration date of the Offer in such increments as Sub may determine until the
earliest to occur of (w) the satisfaction or waiver of such condition, (x)
Parent reasonably determines, after the date that is 90 days from the date of
commencement of the Offer, that such condition to the Offer is not capable of
being satisfied on or prior to the Outside Date (as defined in Section
8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms
and (z) the Outside Date.

                  (ii)  In the event that a filing with respect to the
transactions contemplated by this Agreement is required under the HSR Act, and
in the event that, following such filing, the waiting period under the HSR Act
applicable to the purchase of shares of the Company Common Stock pursuant to the
Offer shall not have expired or been terminated at the scheduled expiration date
of the Offer, at the request of the Company, Sub shall, and Parent shall cause
Sub to, extend the expiration date of the Offer in such increments as Sub may
determine until the earliest to occur of (a) the expiration or termination of
such waiting period, (b) the termination of this Agreement in accordance with
its terms and (c) the Outside Date.

                  (iii) In the event that a failure to satisfy the conditions in
subsection (f) of Exhibit A attached hereto shall exist and the cure period
described therein shall not have

                                       2

expired at the scheduled expiration date of the Offer, at the request of the
Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of
the Offer in such increments as Sub may determine, but not greater than ten (10)
days, until the earliest to occur of (w) the cure of such failure, (x) the
expiration of such cure period, (y) the termination of this Agreement in
accordance with its terms and (z) the Outside Date.

                  (iv)  In the event a notice contemplated by Section
8.05(b)(iii) is delivered to Parent within three business days of the initial
expiration date of the Offer, then Sub shall extend the Offer for a period of
not less than three business days.

            (d)   Top Up Option.

                  (i)   The Company hereby grants to Parent and Sub an
irrevocable option (the "Top Up Option") to purchase up to 1,086,673 newly
issued shares of Company Common Stock (the "Top Up Shares") for a consideration
per Top Up Share equal to the Offer Price.

                  (ii)  Such Top Up Option shall be exercisable only in the
event that more than 50% of the shares of Company Common Stock outstanding on
the expiration date of the Offer shall have been tendered and not withdrawn, and
then only to the extent necessary to cause Sub to own 67%, 80%, or 90%, as
applicable, of the shares of Company Common Stock outstanding on the expiration
date of the Offer, after such issuance. Such Top Up Option shall not be
exercisable if the number of shares of Company Common Stock subject thereto
exceeds the number of authorized shares of Company Common Stock available for
issuance.

                  (iii) In the event Parent and Sub wish to exercise the Top Up
Option, Parent shall cause Sub to provide the Company with one-day prior written
notice specifying the number of shares of Company Common Stock that are or will
be owned by Parent, Sub and their affiliates immediately following consummation
of the Offer and specifying a place and a time for the closing of such purchase.
The Company shall, promptly following receipt of such notice, deliver written
notice to Sub specifying the number of Top Up Shares. At the closing of the
purchase of the Top Up Shares, the portion of the purchase price owing upon
exercise of such Top Up Option which equals the product of (x) the number of
shares of Company Common Stock purchased pursuant to such Top Up Option,
multiplied by (y) the Offer Price, shall be paid to the Company in cash by wire
transfer of immediately available funds or by cashier's check.

            (e)   Payment Acceptance. On the terms and subject to the conditions
of the Offer and this Agreement, Parent shall cause Sub to accept for payment
and pay for all shares of Company Common Stock validly tendered and not
withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant
to the Offer promptly after the expiration of the Offer.

            (f)   SEC Filings. On the date of commencement of the Offer, Parent
and Sub shall file with the SEC a Tender Offer Statement on Schedule TO with
respect to the Offer, which shall contain an offer to purchase and a related
letter of transmittal and summary advertisement (such Schedule TO and the
documents included therein pursuant to which the Offer will be made, together
with any supplements or amendments thereto, the "Offer Documents"). Each of
Parent, Sub and the Company shall promptly correct any information

                                       3

provided by it for use in the Offer Documents if and to the extent that such
information shall have become false or misleading in any material respect, and
each of Parent and Sub shall take all steps necessary to amend or supplement the
Offer Documents and to cause the Offer Documents as so amended or supplemented
to be filed with the SEC and to be disseminated to the Company's stockholders,
in each case as and to the extent required by applicable Federal securities
laws. Parent and Sub shall give the Company and its counsel a reasonable
opportunity to review and comment on the Offer Documents prior to their being
filed with the SEC or disseminated to the stockholders of the Company. Parent
and Sub shall provide the Company and its counsel in writing with any comments
Parent, Sub or their counsel may receive from the SEC or its staff with respect
to the Offer Documents promptly after the receipt of such comments and shall
provide the Company and its counsel with a reasonable opportunity to participate
in the response of Parent or Sub to such comments.

            (g)   Funding Obligations. Parent shall provide or cause to be
provided to Sub on a timely basis the funds necessary to purchase any shares of
Company Common Stock that Sub becomes obligated to purchase pursuant to the
Offer.

            Section 1.02 Company Actions.

            (a)   Subject to Section 5.02(b), the Company hereby approves of and
consents to the Offer, the Merger and the other transactions contemplated by
this Agreement (collectively, the "Transactions").

            (b)   On the date the Offer Documents are filed with the SEC, the
Company shall file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended and
supplemented from time to time, the "Schedule 14D-9"), describing the
recommendations referred to in Section 3.04(b), or any permitted withdrawal or
modification in accordance with Section 5.02(b), and shall mail the Schedule
14D-9 to the holders of Company Common Stock. Each of the Company, Parent and
Sub shall promptly correct any information provided by it for use in the
Schedule 14D-9 if and to the extent that such information shall have become
false or misleading in any material respect, and the Company shall take all
steps necessary to amend or supplement the Schedule 14D-9 and to cause the
Schedule 14D-9 as so amended or supplemented to be filed with the SEC and
disseminated to the Company's stockholders, in each case as and to the extent
required by applicable Federal securities laws. The Company shall provide Parent
and its counsel in writing with any comments the Company or its counsel may
receive from the SEC or its staff with respect to the Schedule 14D-9 promptly
after the receipt of such comments.

            (c)   In connection with the Offer, the Company shall cause its
transfer agent to promptly furnish Sub with mailing labels containing the names
and addresses of the record holders of Company Common Stock as of a recent date
and of those persons becoming record holders subsequent to such date, together
with copies of all lists of stockholders, security position listings and
computer files and all other information as Sub may reasonably request in the
Company's possession or control regarding the beneficial owners of Company
Common Stock, and shall furnish to Sub such information and assistance
(including updated lists of stockholders, security position listings and
computer files) as Parent may reasonably request in communicating the Offer to
the Company's stockholders. Subject to the requirements of applicable Law (as

                                       4

defined in Section 3.05), and except for such steps as are necessary to
disseminate the Offer Documents and any other documents necessary to consummate
the Transactions, Parent and Sub shall hold in confidence pursuant to the
Confidentiality Agreement (as defined in Section 6.02) the information contained
in any such labels, listings and files, shall use such information only for the
purpose of communicating the Offer and disseminating any other documents
necessary to consummate the Offer, the Merger and the other Transactions and, if
this Agreement shall be terminated, shall, upon request, deliver to the Company
all copies of such information then in their possession.

            Section 1.03 The Merger. On the terms and subject to the
satisfaction or waiver of the conditions set forth in this Agreement, and in
accordance with the Georgia Business Corporation Code (the "GBCC"), Sub shall be
merged with and into the Company at the Effective Time (as defined in Section
1.05). At the Effective Time, the separate corporate existence of Sub shall
cease and the Company shall continue as the surviving corporation (the
"Surviving Corporation"). The Surviving Corporation shall possess all the
rights, privileges, immunities, powers and franchises of the Company and Sub,
and the Surviving Corporation shall by operation of law become liable for all of
the debts, liabilities and duties of the Company and Sub. The name of the
Surviving Corporation shall be National Vision, Inc. and the purpose thereof
shall be as set forth in Section 2 of the Certificate of Incorporation of the
Surviving Corporation. Notwithstanding the foregoing, Parent may elect at any
time after the expiration of the Offer and prior to the Merger, instead of
merging Sub into the Company as provided above, to merge the Company with and
into Sub; provided, however, that the Company shall not be deemed to have
breached any of its representations, warranties or covenants set forth in this
Agreement solely by reason of such election. In such event, the parties shall
execute an appropriate amendment to this Agreement to reflect the foregoing. At
the election of Parent, any direct or indirect wholly owned subsidiary of Parent
may be substituted for Sub as a constituent corporation in the Merger. In such
event, the parties shall execute an appropriate amendment to this Agreement in
order to reflect the foregoing.

            Section 1.04 Closing. The closing (the "Closing") of the Merger
shall take place at the offices of Weil, Gotshal & Manges, LLP, 100 Federal
Street, Boston, Massachusetts 02110 at 10:00 a.m. on the second business day
following the satisfaction (or, to the extent permitted by Law, waiver by all
parties) of the conditions set forth in Article VII hereof, or at such other
place, time and date as shall be agreed in writing between Parent and the
Company. The date on which the Closing occurs is referred to in this Agreement
as the "Closing Date".

            Section 1.05 Effective Time. Prior to the Closing, Parent shall
prepare and give the Company and its counsel the opportunity to review, and on
the Closing Date or as soon as practicable thereafter Parent shall file with the
Secretary of State of the State of Georgia, a certificate of merger or other
appropriate documents (in any such case, the "Certificate of Merger") executed
in accordance with the relevant provisions of the GBCC and shall make all other
filings or recordings required under the GBCC. The Merger shall become effective
at such time as the Certificate of Merger is duly filed with such Secretary of
State, or at such other time as Parent and the Company shall agree and specify
in the Certificate of Merger (the time the Merger becomes effective being the
"Effective Time").

                                       5

            Section 1.06 Effects. The Merger shall have the effects set forth in
Section 14-2-1106 of the GBCC.

            Section 1.07 Certificate of Incorporation and By-laws.

            (a)   The Certificate of Incorporation of Sub as in effect
immediately prior to the Effective Time shall be the Certificate of
Incorporation of the Surviving Corporation until thereafter changed or amended
as provided therein or by applicable Law.

            (b)   The By-laws of Sub as in effect immediately prior to the
Effective Time shall be the By-laws of the Surviving Corporation until
thereafter changed or amended as provided therein or by applicable Law.

            Section 1.08 Directors. At the Closing, Parent shall designate the
directors of the Surviving Corporation and such directors shall hold office
until the earlier of their resignation or removal or until their respective
successors are duly elected and qualified, as the case may be.

            Section 1.09 Officers. At the Closing, Parent shall designate the
officers of the Surviving Corporation and such officers shall hold office until
the earlier of their resignation or removal or until their respective successors
are duly elected or appointed and qualified, as the case may be.

                                   ARTICLE II

                       EFFECT ON THE CAPITAL STOCK OF THE
               CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

            Section 2.01 Effect on Capital Stock. At the Effective Time, by
virtue of the Merger and without any action on the part of the holder of any
shares of Company Common Stock or any shares of capital stock of Sub:

            (a)   Capital Stock of Sub. Each issued and outstanding share of
capital stock of Sub shall be converted into and become a number of fully paid
and non-assessable shares of common stock, par value $0.01 per share, of the
Surviving Corporation ("Surviving Corporation Common Stock") equal to (i) the
number of shares of Company Common Stock outstanding immediately prior to
Effective Time (excluding any shares of Company Common Stock that are owned by
any subsidiary of the Company or Parent other than Sub) divided by (ii) 1,000;
provided, however, that if the aggregate number of shares of Surviving
Corporation Common Stock into which the capital stock of Sub is to be converted
pursuant to this Section 2.01(a) is not a whole number, such number shall be
rounded up to the next higher whole number.

            (b)   Cancellation of Treasury Stock and Parent-Owned Stock. Each
share of Company Common Stock that is owned directly by the Company, Parent or
Sub shall no longer be outstanding and shall automatically be canceled and
retired and shall cease to exist, and no other consideration shall be delivered
or deliverable in exchange therefor.

            (c)   Conversion of Company Common Stock.

                                       6

                  (i)   Subject to Sections 2.01(b) and 2.01(d), each issued
share of Company Common Stock shall be converted into the right to receive in
cash the highest price per share of Company Common Stock paid pursuant to the
Offer.

                  (ii)  The cash payable upon the conversion of shares of
Company Common Stock pursuant to this Section 2.01(c) is referred to
collectively as the "Merger Consideration". As of the Effective Time, all such
shares of Company Common Stock shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist, and each holder
of a certificate representing any such shares of Company Common Stock shall
cease to have any rights with respect thereto, except the right to receive
Merger Consideration upon surrender of such certificate in accordance with
Section 2.02, without interest.

            (d)   Appraisal Rights. Notwithstanding anything in this Agreement
to the contrary, shares (the "Appraisal Shares") of Company Common Stock that
are outstanding immediately prior to the Effective Time and that are held by any
person who is entitled to demand and properly demands appraisal of such
Appraisal Shares pursuant to, and who complies in all respects with, Article 13
of the GBCC (the "Appraisal Provisions") shall be entitled to payment of the
fair value of such Appraisal Shares in accordance with the Appraisal Provisions;
provided, however, that if any such holder shall fail to perfect or otherwise
shall waive, withdraw or lose the right to appraisal under the Appraisal
Provisions, then the right of such holder to be paid the fair value of such
holder's Appraisal Shares shall cease and such Appraisal Shares shall be deemed
to have been converted as of the Effective Time into, and to have become
exchangeable solely for the right to receive, Merger Consideration as provided
in Section 2.01(c). The Company shall serve prompt notice to Parent of any
demands received by the Company for appraisal of any shares of Company Common
Stock, and Parent shall have the right to participate in all negotiations and
proceedings with respect to such demands. Prior to the Effective Time, the
Company shall not, without the prior written consent of Parent, make any payment
with respect to, or settle or offer to settle, any such demands, or agree to do
any of the foregoing.

            Section 2.02 Exchange of Certificates.

            (a)   Paying Agent. Prior to the Effective Time, Parent shall select
a bank or trust company in the United States to act as paying agent (the "Paying
Agent") for the payment of the Merger Consideration upon surrender of
certificates representing Company Common Stock. Parent shall take all steps
necessary to enable and cause the Surviving Corporation to provide to the Paying
Agent on a timely basis, as and when needed after the Effective Time, cash
necessary to pay for the shares of Company Common Stock converted into the right
to receive cash pursuant to Section 2.01(c) (such cash being hereinafter
referred to as the "Exchange Fund"). If for any reason (including losses) the
Exchange Fund is inadequate to pay the amounts to which holders of shares of
Company Common Stock shall be entitled under this Section 2.02(a), Parent shall
take all steps necessary to enable or cause the Surviving Corporation promptly
to deposit in trust additional cash with the Paying Agent sufficient to make all
payments required under this Agreement, and Parent and the Surviving Corporation
shall in any event be liable for payment thereof. The Exchange Fund shall not be
used for any purpose except as expressly provided in this Agreement.

                                       7

            (b)   Exchange Procedures. As soon as reasonably practicable after
the Effective Time, but in no event more than five (5) business days thereafter,
the Surviving Corporation shall cause the Paying Agent to mail to each holder of
record of a certificate or certificates (the "Certificates") that immediately
prior to the Effective Time represented outstanding shares of Company Common
Stock whose shares were converted into the right to receive Merger Consideration
pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the Certificates shall
pass, only upon delivery of the Certificates to the Paying Agent and shall be in
such form and have such other provisions as Parent may reasonably specify) and
(ii) instructions for use in effecting the surrender of the Certificates in
exchange for Merger Consideration. Upon surrender of a Certificate for
cancellation to the Paying Agent, together with such letter of transmittal, duly
executed, and such other documents as may reasonably be required by the Paying
Agent, the holder of such Certificate shall be entitled to receive in exchange
therefor the amount of cash into which the shares of Company Common Stock
theretofore represented by such Certificate shall have been converted pursuant
to Section 2.01, and the Certificate so surrendered shall forthwith be canceled.
In the event of a transfer of ownership of Company Common Stock that is not
registered in the transfer records of the Company, payment may be made to a
person other than the person in whose name the Certificate so surrendered is
registered, if such Certificate shall be properly endorsed or otherwise be in
proper form for transfer and the person requesting such payment shall pay any
transfer or other taxes required by reason of the payment to a person other than
the registered holder of such Certificate or establish to the satisfaction of
Parent that such tax has been paid or is not applicable. Until surrendered as
contemplated by this Section 2.02, each Certificate shall be deemed at any time
after the Effective Time to represent only the right to receive upon such
surrender the amount of cash, without interest, into which the shares of Company
Common Stock theretofore represented by such Certificate have been converted
pursuant to Section 2.01. If any holder of shares of Company Common Stock shall
be unable to surrender such holder's Certificates because such Certificates have
been lost, mutilated or destroyed, such holder may deliver in lieu thereof an
affidavit and indemnity bond in form and substance and with surety reasonably
satisfactory to the Surviving Corporation. No interest shall be paid or accrue
on the cash payable upon surrender of any Certificate.

            (c)   No Further Ownership Rights in Company Common Stock. The
Merger Consideration paid in accordance with the terms of this Article II upon
conversion of any shares of Company Common Stock shall be deemed to have been
paid in full satisfaction of all rights pertaining to such shares of Company
Common Stock, and after the Effective Time there shall be no further
registration of transfers on the stock transfer books of the Surviving
Corporation of shares of Company Common Stock that were outstanding immediately
prior to the Effective Time. If, after the Effective Time, any certificates
formerly representing shares of Company Common Stock are presented to the
Surviving Corporation or the Paying Agent for any reason, they shall be canceled
and exchanged as provided in this Article II.

            (d)   Termination of Exchange Fund. Any portion of the Exchange Fund
that remains undistributed to the holders of Company Common Stock for six months
after the Effective Time shall be delivered to Parent, upon demand, and any
holder of Company Common Stock who has not theretofore complied with this
Article II shall thereafter look only to Parent for payment of its claim for
Merger Consideration.

                                       8

            (e)   No Liability. None of Parent, Sub, the Company or the Paying
Agent shall be liable to any person in respect of any cash from the Exchange
Fund delivered to a public official pursuant to any applicable abandoned
property, escheat or similar Law. If any Certificate has not been surrendered
prior to five years after the Effective Time (or immediately prior to such
earlier date on which Merger Consideration in respect of such Certificate would
otherwise escheat to or become the property of any Governmental Entity (as
defined in Section 3.05)), any such shares, cash, dividends or distributions in
respect of such Certificate shall, to the extent permitted by applicable Law,
become the property of the Surviving Corporation, free and clear of all claims
or interest of any person previously entitled thereto.

            (f)   Investment of Exchange Fund. The Paying Agent shall invest any
cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any
interest and other income resulting from such investments shall be paid to
Parent.

            (g)   Withholding Rights. Parent shall be entitled to deduct and
withhold from the consideration otherwise payable to any holder of Company
Common Stock pursuant to this Agreement such amounts as may be required to be
deducted and withheld with respect to the making of such payment under the Code
(as defined in Section 3.11(b)), or under any provision of state, local or
foreign tax Law.

            (h)   Charges and Expenses. The Surviving Corporation shall pay all
charges and expenses, including those of the Paying Agent, in connection with
the exchange of cash for shares of Company Common Stock.

                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      The Company represents and warrants to Parent and Sub as follows:

            Section 3.01 Organization, Standing and Power. Each of the Company
and each of its subsidiaries listed in the Company Disclosure Letter (as defined
below) (the "Company Subsidiaries") is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which it is organized and
has all requisite corporate power and authority and possesses all governmental
franchises, licenses, permits, authorizations and approvals, and has made all
filings, registrations and declarations, in each case whether domestic or
foreign, necessary to enable it to own, lease or otherwise hold its properties
and assets and to conduct its businesses as presently conducted, in each case
other than such franchises, licenses, permits, authorizations, approvals,
filings, registrations and declarations the lack of which, individually or in
the aggregate, has not had and would not reasonably be expected to have a
material adverse effect on the Company and the Company Subsidiaries, taken as a
whole, a material adverse effect on the ability of the Company to perform its
obligations under this Agreement or a material adverse effect on the ability of
the Company to consummate the Offer, the Merger and the other Transactions (a
"Company Material Adverse Effect"). The Company and each Company Subsidiary is
duly qualified to do business in each jurisdiction where the nature of its

                                       9

business or their ownership or leasing of its properties make such qualification
necessary except where the failure to so qualify has not had and would not
reasonably be expected to have a Company Material Adverse Effect. The Company
has made available to Parent true and complete copies of the certificate of
incorporation of the Company, as amended to the date of this Agreement (as so
amended, the "Company Charter"), and the by-laws of the Company, as amended to
the date of this Agreement (as so amended, the "Company By-laws"), and the
comparable charter and organizational documents of each Company Subsidiary, in
each case as amended through the date of this Agreement.

            Section 3.02 Company Subsidiaries; Equity Interests.

                  (a)   The letter, dated as of the date of this Agreement, from
the Company to Parent and Sub (the "Company Disclosure Letter") lists each
Company Subsidiary and its jurisdiction of organization. All the outstanding
shares of capital stock of each Company Subsidiary have been validly issued and
are fully paid and nonassessable and, except as set forth in the Company
Disclosure Letter, are owned by the Company, by another Company Subsidiary or by
the Company and another Company Subsidiary, free and clear of all pledges,
liens, charges, mortgages, encumbrances and security interests of any kind or
nature whatsoever (collectively, "Liens").

                  (b)   Except for its interests in the Company Subsidiaries and
except for the ownership interests set forth in the Company Disclosure Letter,
the Company does not own, directly or indirectly, any capital stock, membership
interest, partnership interest, joint venture interest or other equity interest
in any person.

            Section 3.03 Capital Structure. The authorized capital stock of the
Company consists of 10,000,000 shares of Company Common Stock and 5,000,000
shares of preferred stock, par value $1.00 per share ("Preferred Stock", and
together with the Company Common Stock, the "Company Capital Stock"). At the
close of business on July 15, 2005, (i) 5,460,668 shares of Company Common Stock
were issued and outstanding, (ii) no shares of Company Common Stock were held by
the Company in its treasury, (iii) 556,600 shares of Company Common Stock were
subject to outstanding Company Stock Options (as defined in Section 6.04) and
182,926 additional shares of Company Common Stock were reserved for issuance
pursuant to the Company Stock Plans (as defined in Section 6.04), and (iv)
500,000 shares of Preferred Stock were reserved for issuance in connection with
the rights (the "Company Rights") issued pursuant to the Rights Agreement dated
as of January 17, 1997 (as amended from time to time, the "Company Rights
Agreement"), between the Company and Wachovia Bank of North Carolina, N.A., as
Rights Agent. Except as set forth above, at the close of business on July 15,
2005, no shares of capital stock or other voting securities of the Company were
issued, reserved for issuance or outstanding. Assuming completion of the Offer
and the Merger prior to August 31, 2005, Company Stock Options to purchase not
more than 556,600 shares of Company Common Stock will be exercisable, including
any Company Stock Options exercisable as a result of the Offer and the Merger,
at an exercise price equal to or less than $2.38 per share of Company Common
Stock (the "Vested Company Stock Options"). There are no outstanding stock
appreciation rights linked to the price of Company Common Stock and granted
under any Company Stock Plan. All outstanding shares of Company Capital Stock
are, and all such shares that may be issued prior to the Effective Time will be
when issued, duly authorized, validly

                                       10

issued, fully paid and nonassessable and not subject to or issued in violation
of any purchase option, call option, right of first refusal, preemptive right,
subscription right or any similar right under any provision of the GBCC, the
Company Charter, the Company By-laws or any Contract (as defined in Section
3.05) to which the Company is a party or otherwise bound. There are not any
bonds, debentures, notes or other indebtedness of the Company having the right
to vote (or convertible into, or exchangeable for, securities having the right
to vote) on any matters on which holders of Company Common Stock may vote
("Voting Company Debt"). Except as set forth above or in the Company Disclosure
Letter, as of the date of this Agreement, there are not any options, warrants,
rights, convertible or exchangeable securities, "phantom" stock rights, stock
appreciation rights, stock-based performance units, commitments, Contracts,
arrangements or undertakings of any kind to which the Company or any Company
Subsidiary is a party or by which any of them is bound (i) obligating the
Company or any Company Subsidiary to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock or other equity
interests in, or any security convertible or exercisable for or exchangeable
into any capital stock of or other equity interest in, the Company or of any
Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or
any Company Subsidiary to issue, grant, extend or enter into any such option,
warrant, call, right, security, commitment, Contract, arrangement or undertaking
or (iii) that give any person the right to receive any economic benefit or right
similar to or derived from the economic benefits and rights occurring to holders
of Company Capital Stock. As of the date of this Agreement, there are not any
outstanding contractual obligations of the Company or any Company Subsidiary to
repurchase, redeem or otherwise acquire any shares of capital stock of the
Company or any Company Subsidiary. The Company has made available to Parent a
complete and correct copy of the Company Rights Agreement, as amended to the
date of this Agreement. The Company Disclosure Letter sets forth a true and
complete list of the outstanding Company Stock Options, and the Vested Company
Stock Options, together with the number of shares of Company Common Stock
subject thereto and the exercise price thereof.

            Section 3.04 Authority; Execution and Delivery; Enforceability.

                  (a)   The Company has all requisite corporate power and
authority to execute and deliver this Agreement and, subject to the Company
Stockholder Approval (as defined in Section 3.04(c)) with respect to the Merger
if required by Law, to consummate the Transactions. The execution and delivery
by the Company of this Agreement and the consummation by the Company of the
Transactions have been duly authorized by all necessary corporate action on the
part of the Company, subject, in the case of the Merger, to receipt of the
Company Stockholder Approval (if required by Law). The Company has duly executed
and delivered this Agreement, and this Agreement constitutes its legal, valid
and binding obligation (subject to the Company Stockholder Approval with respect
to the Merger if required by Law), enforceable against it in accordance with its
terms, except to the extent that enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other similar
laws of general applicability relating to or affecting the enforcement of
creditors' rights and by the effect of the principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at law).

                  (b)   The Board of Directors of the Company (the "Company
Board"), at a meeting duly called and held, and upon recommendation of the
Special Committee, duly and

                                       11

unanimously adopted resolutions (i) approving this Agreement, the Offer, the
Merger and the other Transactions, (ii) determining that the terms of the Offer
and the Merger are fair, from a financial point of view, to the Company and its
stockholders and that the Merger is advisable, (iii) recommending that the
holders of Company Common Stock accept the Offer and tender their shares of
Company Common Stock pursuant to the Offer and (iv) recommending that the
Company's stockholders approve this Agreement. No further corporate action is
required by the Board of Directors of the Company, pursuant to the GBCC or
otherwise, in order for the Company to approve this Agreement or the
transactions contemplated hereby. No state takeover statute or similar statute
or regulation applies or purports to apply to the Company with respect to this
Agreement, the Tender Agreements, the Offer, the Merger or any other
Transaction. The Company has been advised by each of its directors that, as of
the date of this Agreement, each such person intends to tender all shares of
Company Common Stock owned by such person pursuant to the Offer, except to the
extent of any restrictions created by Section 16(b) of the Exchange Act.

                  (c)   The only vote of holders of any class or series of
Company Capital Stock necessary to approve and adopt this Agreement and the
Merger is the approval of this Agreement by the holders of a majority of the
outstanding Company Common Stock and the approval of at least two-thirds of the
votes cast by the holders of outstanding Company Common Stock (collectively, the
"Company Stockholder Approval"). The affirmative vote of the holders of Company
Capital Stock, or any of them, is not necessary to consummate the Offer or any
Transaction other than the Merger.

            Section 3.05 No Conflicts; Consents.

                  (a)   Except as set forth in the Company Disclosure Letter,
the execution and delivery by the Company of this Agreement do not, and the
consummation of the Offer, the Merger and the other Transactions and compliance
with the terms hereof will not, result in any violation of or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or to loss of a
material benefit under, or to increased, additional, accelerated or guaranteed
rights or entitlements of any person under, or result in the creation of any
Lien upon any of the properties or assets of the Company or any Company
Subsidiary under, any provision of (i) the Company Charter, the Company By-laws
or the comparable charter or organizational documents of any Company Subsidiary,
(ii) any contract, lease, license, indenture, note, bond, agreement, permit,
concession, franchise or other instrument filed as part of any Company SEC
Document (as defined below) (a "Contract") to which the Company or any Company
Subsidiary is a party or by which any of their respective properties or assets
is bound or (iii) subject to the filings and other matters referred to in
Section 3.05(b), any judgment, order, injunction or decree, domestic or foreign
("Judgment"), or statute, law (including common law), legislation,
interpretation, ordinance, rule or regulation, domestic or foreign ("Law"),
applicable to the Company or any Company Subsidiary or their respective
properties or assets.

                  (b)   No consent, approval, license, permit, order or
authorization ("Consent") of, or registration, declaration or filing with, any
Federal, state, local or foreign government or any court of competent
jurisdiction, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign (a "Governmental Entity") is
required to be

                                       12

obtained or made by or with respect to the Company or any Company Subsidiary in
connection with the execution, delivery and performance of this Agreement or the
consummation of the Transactions, other than (i) compliance with and filings, if
necessary, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), (ii) the filing with the SEC of (A) the Schedule 14D-9,
(B) if required by Law, a proxy or information statement relating to the
approval of this Agreement by the Company's stockholders (the "Proxy
Statement"), (C) any information statement (the "Information Statement")
required under Rule 14f-1 in connection with the Offer, and (D) such schedules
or reports under Section 13 of the Exchange Act as may be required in connection
with this Agreement, the Offer, the Merger and the other Transactions, (iii) the
filing of the Certificate of Merger with the Secretary of State of the State of
Georgia and appropriate documents with the relevant authorities of the other
jurisdictions in which the Company is qualified to do business, (iv) such
filings as may be required in connection with the taxes described in Section
6.09 and (vi) such other items that, individually or in the aggregate, have not
had and would not reasonably be expected to have a Company Material Adverse
Effect.

                  (c)   The Company and the Company Board have taken all action
necessary to (i) render the Company Rights inapplicable to this Agreement, the
Offer, the Merger and the other Transaction and (ii) ensure that (A) neither
Parent nor any of its stockholders, affiliates or associates is or will become
an "Acquiring Person" (as defined in the Company Rights Agreement) by reason of
this Agreement, the Offer, the Merger or any other Transaction), (B) a
"Distribution Date" (as defined in the Company Rights Agreement) shall not occur
by reason of this Agreement, the Offer, the Merger or any other Transaction and
(C) the Company Rights shall expire immediately prior to the Effective Time.

            Section 3.06 SEC Documents; Undisclosed Liabilities. The Company has
filed all reports, schedules, forms, statements and other documents required to
be filed by the Company with the SEC since January 1, 2003 (the "Company SEC
Documents"). As of its respective date, each Company SEC Document complied in
all material respects with the requirements of the Exchange Act or the
Securities Act of 1933, as amended (the "Securities Act"), as the case may be,
and the rules and regulations of the SEC promulgated thereunder applicable to
such Company SEC Document, and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. As of the date of this Agreement,
the Company's Annual Report on Form 10-K for the fiscal year ended January 1,
2005 (filed on March 25, 2005) (the "2004 Form 10-K"), its Quarterly Reports on
Form 10-Q for the quarter ended April 2, 2005 (filed on May 17, 2005) and its
Current Reports on Form 8-K (filed on May 3, 2005 and May 17, 2005), together
with any amendments to such reports filed with the SEC prior to the date hereof,
taken together do not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. The consolidated financial statements of the Company
included in the Company SEC Documents comply as to form in all material respects
with applicable accounting requirements and the published rules and regulations
of the SEC with respect thereto, have been prepared in accordance with generally
accepted accounting principles ("GAAP") (except, in the case of unaudited
statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis
during the periods involved (except as may be indicated in the notes

                                       13

thereto) and fairly present the consolidated financial position of the Company
and its consolidated subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments).
Except as set forth in the Filed Company SEC Documents (as defined in Section
3.08), neither the Company nor any Company Subsidiary has any liabilities or
obligations of any nature (whether accrued, absolute, contingent or otherwise)
required by GAAP to be set forth on a consolidated balance sheet of the Company
and its consolidated subsidiaries or in the notes thereto, other than
liabilities or obligations incurred in the ordinary course of business
consistent with prior practice since the date of the most recent financial
statements included in the Filed Company SEC Documents. Except as set forth in
the Company Disclosure Letter, neither the Company nor any Company Subsidiary is
a party to any contract, arrangement or understanding with an affiliate of such
party that is not disclosed in the Filed Company SEC Documents.

            Section 3.07 Information Supplied. None of the information supplied
or to be supplied by the Company for inclusion or incorporation by reference in
(i) the Offer Documents, the Schedule 14D-9 or the Information Statement will,
at the time such document is filed with the SEC, at any time it is amended or
supplemented or at the time it is first published, sent or given to the
Company's stockholders, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, or (ii) the Proxy Statement (if required
by Law) will, at the date it is first mailed to the Company's stockholders or at
the time of the Company Stockholders Meeting (as defined in Section 6.01),
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading. The Schedule 14D-9, the Information Statement and the Proxy
Statement (if required by Law) will comply as to form in all material respects
with the requirements of the Exchange Act and the rules and regulations
thereunder, except that no representation is made by the Company with respect to
statements made or incorporated by reference therein based on information
supplied by Parent or Sub for inclusion or incorporation by reference therein.

            Section 3.08 Absence of Certain Changes or Events. Except as
disclosed in the Company SEC Documents filed and publicly available prior to the
date of this Agreement (the "Filed Company SEC Documents") or in the Company
Disclosure Letter, from the date of the most recent audited financial statements
included in the Filed Company SEC Documents to the date of this Agreement, the
Company has conducted its business only in the ordinary course, and during such
period there has not been:

                  (i)   any event, change, effect or development that,
individually or in the aggregate, has had or would reasonably be expected to
have a Company Material Adverse Effect;

                  (ii)  any declaration, setting aside or payment of any
dividend or other distribution (whether in cash, stock or property) with respect
to any Company Capital Stock or any repurchase for value by the Company of any
Company Capital Stock;

                  (iii) any split, combination or reclassification of any
Company Capital Stock or any issuance or the authorization of any issuance of
any other securities in respect of, in lieu of or in substitution for shares of
Company Capital Stock;

                                       14

                  (iv)  (A) any granting by the Company or any Company
Subsidiary to any current or former director, officer or employee of the Company
or any Company Subsidiary of any increase in compensation, except (i) with
respect to employees (other than directors, officers or key employees), in the
ordinary course of business consistent with past practice, or (ii) to the extent
required under employment agreements in effect as of the date of the most recent
audited financial statements included in the Filed Company SEC Documents, (B)
any granting by the Company or any Company Subsidiary to any such director,
officer or employee of any material increase in severance or termination pay,
except as was required under any employment, severance or termination policy,
practice or agreements in effect as of the date of the most recent audited
financial statements included in the Filed Company SEC Documents or (C) any
entry by the Company or any Company Subsidiary into, or any amendment of, any
employment, severance or termination agreement with any such director, officer
or employee, except for such agreements or amendments with employees (other than
directors, officers or key employees) that are entered into in the ordinary
course of business consistent with prior practice;

                  (v)   any termination of employment or departure of any
officer or other key employee of the Company or any Company Subsidiary;

                  (vi)  any change in accounting methods, principles or
practices by the Company or any Company Subsidiary materially affecting the
consolidated assets, liabilities or results of operations of the Company, except
insofar as may have been required by a change in GAAP; or

                  (vii) any material elections with respect to Taxes (as defined
in Section 3.09) by the Company or any Company Subsidiary or settlement or
compromise by the Company or any Company Subsidiary of any material Tax
liability or refund.

            Section 3.09 Taxes.

            (a)   Each of the Company and each Company Subsidiary has timely
filed, or has caused to be timely filed on its behalf, all Tax Returns required
to be filed by it, and all such Tax Returns are true, complete and accurate,
except to the extent any failure to file or any inaccuracies in any filed Tax
Returns, individually or in the aggregate, has not had and would not reasonably
be expected to have a Company Material Adverse Effect. All Taxes shown to be due
on such Tax Returns, or otherwise owed, have been timely paid, except to the
extent that any failure to pay, individually or in the aggregate, has not had
and would not reasonably be expected to have a Company Material Adverse Effect.

            (b)   The most recent financial statements contained in the Filed
                  Company SEC Documents reflect an adequate reserve (in
accordance with GAAP) for all Taxes payable by the Company and the Company
Subsidiaries for all Taxable periods and portions thereof through the date of
such financial statements (in addition to any reserve for deferred Taxes
established to reflect timing differences between book and tax income). No
material deficiency with respect to

                                       15

any Taxes has been proposed, asserted or assessed against the Company or any
Company Subsidiary, and no requests for waivers of the time to assess any such
Taxes are pending.

            (c)   The Federal income Tax Returns of the Company and each Company
Subsidiary consolidated in such Returns have not, since January 1, 2000, (i) to
the Company's knowledge, been examined by, or (ii) settled with, the United
States Internal Revenue Service. All material assessments for Taxes due with
respect to such completed and settled examinations or any concluded litigation
have been fully paid.

            (d)   There are no material Liens for Taxes (other than for current
Taxes not yet due and payable) on the assets of the Company or any Company
Subsidiary. Neither the Company nor any Company Subsidiary is bound by any
agreement with respect to Taxes other than agreements between or among the
Company and Company Subsidiaries and no other person.

            (e)   No claim has been made in the past five years by any authority
in a jurisdiction within which the Company or any Company Subsidiary does not
file Tax Returns that it is, or may be, subject to taxation by that
jurisdiction.

            (f)   Neither the Company nor any Company Subsidiary has constituted
either a "distributing corporation" or a "controlled corporation" (within the
meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock
qualifying or intended to qualify for tax-free treatment under Section 355 of
the Code (A) in the two years prior to the date of this Agreement or (B) in a
distribution that could otherwise constitute part of a "plan" or "series of
related transactions" (within the meaning of Section 355(e) of the Code) in
conjunction with the Merger.

            (g)   For purposes of this Agreement:

      "Taxes" includes all forms of taxation imposed by any Federal, state,
      local, foreign or other Governmental Entity, including income, franchise,
      property, sales, use, excise, employment, unemployment, payroll, social
      security, estimated, value added, ad valorem, transfer, recapture,
      withholding and other Taxes of any kind, including all interest, penalties
      and additions thereto.

      "Tax Return" means all Federal, state, local, provincial and foreign Tax
      returns, declarations, statements, reports, schedules, forms and
      information returns and any amended Tax return relating to Taxes.

            Section 3.10 Absence of Changes in Benefit Plans. Except as
disclosed in the Filed Company SEC Documents or in the Company Disclosure
Letter, from the date of the most recent audited financial statements included
in the Filed Company SEC Documents to the date of this Agreement, there has not
been any adoption or amendment in any material respect by the Company or any
Company Subsidiary of any collective bargaining agreement or any bonus, pension,
profit sharing, deferred compensation, incentive compensation, stock ownership,
stock purchase, stock option, phantom stock, retirement, vacation, severance,
disability, death benefit, hospitalization, medical or other plan or arrangement
providing benefits to any current or former employee, officer or director of the
Company or any Company Subsidiary (collectively,

                                       16

"Company Benefit Plans"). Except as disclosed in the Filed Company SEC Documents
or in the Company Disclosure Letter, as of the date of this Agreement there are
not any employment, consulting, indemnification, severance or termination
agreements or arrangements in effect between the Company or any Company
Subsidiary and any current or former employee, officer or director of the
Company or any Company Subsidiary, nor does the Company or any Company
Subsidiary have any general severance plan or policy.

            Section 3.11 ERISA Compliance; Excess Parachute Payments.

            (a)   The Company Disclosure Letter contains a list and brief
description of all material "employee pension benefit plans" (as defined in
Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) (sometimes referred to herein as "Company Pension Plans"), "employee
welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other
Company Benefit Plans maintained, or contributed to, by the Company or any
Company Subsidiary for the benefit of any current or former employees, officers
or directors of the Company or any Company Subsidiary. The Company has made
available to Parent true, complete and correct copies of (i) each Company
Benefit Plan (or, in the case of any unwritten Company Benefit Plan, a
description thereof), (ii) the most recent annual report on Form 5500 filed with
the Internal Revenue Service with respect to each Company Benefit Plan (if any
such report was required), (iii) the most recent summary plan description for
each Company Benefit Plan for which such summary plan description is required
and (iv) each trust agreement and group annuity contract relating to any Company
Benefit Plan, if any.

            (b)   All Company Benefit Plans are in compliance in all material
respects with applicable Law (including, where applicable, the Code and ERISA).
All Company Pension Plans which are intended to be tax-qualified under Section
401(a) of the Code have been the subject of determination letters from the
Internal Revenue Service to the effect that such Company Pension Plans are
qualified and their related trusts are exempt from Federal income taxes under
Sections 401(a) and 501(a), respectively, of the Internal Revenue Code of 1986,
as amended (the "Code"), and no such determination letter has been revoked nor,
to the knowledge of the Company, has revocation been threatened. No such Company
Pension Plan has been amended since the date of its most recent determination
letter or application therefor in any respect that would adversely affect its
qualification, nor has any such Company Pension Plan been amended since December
31, 2004 in any respect that would materially increase its costs.

            (c)   No Company Pension Plan is a "defined benefit plan" within the
meaning of Section 3(35) of ERISA or is subject to the minimum funding standards
of Section 412 of the Code or Section 302 of ERISA, and neither the Company nor
any Company Subsidiary has any actual or contingent liability under any defined
benefit plan which it (or any affiliate) previously maintained or contributed to
(or was obligated to maintain or contribute to). None of the Company, any
Company Subsidiary, any officer of the Company or any Company Subsidiary or any
of the Company Benefit Plans which are subject to ERISA, including the Company
Pension Plans, or any trusts created thereunder, has engaged in a "prohibited
transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of
the Code) or any other breach of fiduciary responsibility that could subject the
Company, any Company Subsidiary or any officer of the Company or any Company
Subsidiary to any material tax or penalty on prohibited transactions

                                       17

imposed by such Section 4975 or to any material liability under Section 502(i)
or 502(l) of ERISA.

            (d)   With respect to any Company Benefit Plan that is an employee
welfare benefit plan, (i) no such Company Benefit Plan is funded through a
"welfare benefits fund" (as such term is defined in Section 419(e) of the Code),
(ii) each such Company Benefit Plan that is a "group health plan" (as such term
is defined in Section 5000(b)(1) of the Code), complies in all material respects
with the applicable requirements of Section 4980B(f) of the Code and (iii) each
such Company Benefit Plan (including any such Plan covering retirees or other
former employees) may be amended or terminated without material liability to the
Company and the Company Subsidiaries on or at any time after the Effective Time,
except with respect to contributions, premiums or benefit claims (actual or
contingent) with respect to the period from the Effective Time to such
termination.

            (e)   Other than payments that may be made to the persons listed in
the Company Disclosure Letter (the "Primary Company Executives"), any amount
that could be received (whether in cash or property or the vesting of property)
as a result of the Offer, the Merger or any other Transaction by any employee,
officer or director of the Company or any of its affiliates who is a
"disqualified individual" (as such term is defined in Treasury Regulation
Section 1.280G-1) under any employment, severance or termination agreement, any
other compensation arrangement or any Company Benefit Plan currently in effect
would not be characterized as an "excess parachute payment" (as defined in
Section 280G(b)(1) of the Code). Set forth in the Company Disclosure Letter is
(i) the estimated maximum amount that could be paid to each Primary Company
Executive as a result of the Offer, the Merger and the other Transactions under
all employment, severance and termination agreements, other compensation
arrangements and Company Benefit Plans currently in effect and (ii) the "base
amount" (as defined in Section 280G(b)(3) of the Code) for each Primary Company
Executive calculated as of the date of this Agreement and assuming the Offer and
the Merger occur on or prior to December 31, 2005.

            Section 3.12 Litigation. Except as disclosed in the Filed Company
SEC Documents or in the Company Disclosure Letter, there is no suit, action or
proceeding pending or, to the knowledge of the Company, threatened against or
affecting the Company or any Company Subsidiary (and, as of the date of this
Agreement, the Company is not aware of any basis for any such suit, action or
proceeding) that, individually or in the aggregate, has had or would reasonably
be expected to have a Company Material Adverse Effect, nor is there any Judgment
outstanding against the Company or any Company Subsidiary that, individually or
in the aggregate, has had or would reasonably be expected to have a Company
Material Adverse Effect.

            Section 3.13 Compliance with Applicable Laws. Except as disclosed in
the Filed Company SEC Documents or in the Company Disclosure Letter, the Company
and the Company Subsidiaries are in compliance with all applicable Laws,
including those relating to occupational health and safety and the environment,
except for instances of noncompliance that, individually or in the aggregate,
have not had and would not reasonably be expected to have a Company Material
Adverse Effect. Except as set forth in the Filed Company SEC Documents or in the
Company Disclosure Letter, to the knowledge of the Company, neither the Company
nor

                                       18

any Company Subsidiary has received any written communication during the past
two years from a Governmental Entity that alleges that the Company or a Company
Subsidiary is not in compliance in any material respect with any applicable Law.
This Section 3.13 does not relate to matters with respect to Taxes, which are
the subject of Section 3.09.

            Section 3.14 Contracts; Debt Instruments.

            (a)   Except as disclosed in the Filed SEC Documents or the Company
Disclosure Letter, there are no contracts or agreements that are material to the
business, assets, condition (financial or otherwise) or results of operations of
the Company and the Company Subsidiaries taken as a whole. Neither the Company
nor any Company Subsidiary is in violation of or in default under (nor does
there exist any condition which upon the passage of time or the giving of notice
or both would cause such a violation of or default under) any loan or credit
agreement, note, bond, mortgage, indenture, lease, permit, concession,
franchise, license or any other contract, agreement, arrangement or
understanding, to which it is a party or by which it or any of its properties or
assets is bound, except for violations or defaults that, individually or in the
aggregate, have not had and would not reasonably be expected to have a Company
Material Adverse Effect.

            (b)   The execution, delivery and performance of that certain Share
Purchase Agreement, dated as of the date hereof (the "CVG Agreement") among the
Company, Consolidated Vision Group, Inc. ("CVG") and the shareholders of CVG,
has been duly approved and authorized by all necessary action on the part of the
Company, and the CVG Agreement has been duly and validly executed and delivered
by the Company and, to the knowledge of the Company, CVG, and constitutes the
legal, valid and binding obligations of the Company and, to the knowledge of the
Company, CVG, enforceable against them in accordance with its terms, except to
the extent that enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws of general
applicability relating to or affecting the enforcement of creditors' rights and
by the effect of the principles of equity (regardless of whether enforceability
is considered in a proceed in equity or at law). Neither the Company nor, to the
Company's knowledge, CVG, is in default of any of the terms and conditions
contained in the CVG Agreement. The CVG Agreement has not been amended or
modified in any way. A true and complete copy of the CVG Agreement has been
provided to the Parent. The Financing Commitments (as defined in the CVG
Agreement and referred to herein as the "Financing Commitments") are in full
force and effect and have not been amended or modified by the Company in any
way.

            Section 3.15 Intellectual Property.

            (a)   The Company and the Company Subsidiaries own, or are validly
licensed or otherwise have the right to use, all patents, patent rights
(including patent applications and licenses), material inventions that have been
identified as active patent matters but for which applications have not yet been
filed, know-how, trade secrets, trademarks, trademark rights, trade names, trade
name rights, service marks, service mark rights, copyrights and other
proprietary intellectual property rights, databases and computer programs
(collectively, "Intellectual Property Rights") which are used in the conduct of
the business of the Company or the Company

                                       19

Subsidiaries as currently conducted and the consummation of the Transactions
will not breach, alter or impair any such Intellectual Property Rights.

            (b)   The Company Disclosure Letter sets forth a description of all
material Intellectual Property Rights used by the Company or the Company
Subsidiaries in the conduct of their business as currently conducted, and the
countries in which each of the described rights is applicable.

            (c)   Except as set forth in the Company Disclosure Letter, no
claims are pending or, to the knowledge of the Company, threatened that (i) the
Company or any of the Company Subsidiaries is infringing or otherwise adversely
affecting the rights of any person with regard to any Intellectual Property
Right or (ii) assert that any Intellectual Property Rights owned by the Company
or any Company Subsidiary (the "Owned Intellectual Property Rights") are invalid
or unenforceable. To the knowledge of the Company, except as set forth in the
Company Disclosure Letter, no person is infringing the rights of the Company or
any of the Company Subsidiaries with respect to any Owned Intellectual Property
Right.

            (d)   The Company has timely paid, or caused to be timely paid, all
maintenance, renewal and other similar fees, and has timely met any applicable
working requirements with respect to all Owned Intellectual Property Rights,
except as set forth in the Company Disclosure Letter. With respect to
Intellectual Property Rights other than Owned Intellectual Property Rights
("Licensed Intellectual Property Rights") that are material to the Company or
the Company Subsidiaries, the Company is in compliance in all material respects
with any applicable license or similar agreement, including the payment of all
license, maintenance, renewal and other similar fees.

            (e)   All Owned Intellectual Property Rights are free and clear of
any Liens and may be freely transferred, assigned, licensed or sublicensed
except as set forth in the Company Disclosure letter. The Company's licenses
with respect to all Licensed Intellectual Property Rights are free and clear of
any Liens except as set forth in the Company Disclosure Letter.

            Section 3.16 Certain Notes Receivable. There are no notes receivable
of the Company or any Company Subsidiary owing by any director, officer,
shareholder or employee of the Company or any Company Subsidiary.

            Section 3.17 Brokers; Schedule of Fees and Expenses. No broker,
investment banker, financial advisor or other person, other than TM Capital
Corp. ("TM Capital"), the fees and expenses of which will be paid by the
Company, is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection with the Offer, the Merger and the other
Transactions based upon arrangements made by or on behalf of the Company. The
estimated fees and expenses incurred and to be incurred by the Company in
connection with the Offer, the Merger and the other Transactions (including the
fees of TM Capital and the fees of the Company's legal counsel) are set forth in
the Company Disclosure Letter.

            Section 3.18 Opinion of Financial Advisor. The Company has received
the opinion of TM Capital as of the date of this Agreement, to the effect that,
as of such date but giving effect to the transactions contemplated by the CVG
Agreement, the consideration to be

                                       20

received in the Offer and the Merger by the holders of Company Common Stock is
fair to such holders from a financial point of view and a copy of the signed
opinion has been provided to Parent.

                                   ARTICLE IV

                REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB

      Parent and Sub, jointly and severally, represent and warrant to the
Company as follows:

            Section 4.01 Organization, Standing and Power. Each of Parent and
Sub is duly organized, validly existing and in good standing under the laws of
the jurisdiction in which it is organized and has all requisite corporate power
and authority and possesses all governmental franchises, licenses, permits,
authorizations and approvals in each case whether domestic or foreign necessary
to enable it to own, lease or otherwise hold its properties and assets and to
conduct its businesses as presently conducted, other than such franchises,
licenses, permits, authorizations and approvals the lack of which, individually
and in the aggregate, has not had and would not reasonably be expected to have a
material adverse effect on the ability of Parent or Sub to perform its
obligations under this Agreement or a material adverse effect on the ability of
Parent or Sub to consummate the Offer, the Merger and the other Transactions (a
"Parent Material Adverse Effect").

            Section 4.02 Sub.

            (a)   Since the date of its incorporation, Sub has not carried on
any business or conducted any operations other than the execution of this
Agreement, the performance of its obligations hereunder and matters ancillary
thereto. Sub was incorporated solely for the purpose of consummating the
Transactions.

            (b)   The authorized capital stock of Sub consists of 1,000 shares
of common stock, par value $0.01 per share, all of which have been validly
issued, are fully paid and nonassessable and are owned by Parent free and clear
of any Lien.

            Section 4.03 Authority; Execution and Delivery; Enforceability. Each
of Parent and Sub has all requisite corporate power and authority to execute and
deliver this Agreement and to consummate the Transactions. The execution and
delivery by each of Parent and Sub of this Agreement and the consummation by it
of the Transactions have been duly authorized by all necessary corporate action
on the part of Parent and Sub. Parent, as sole stockholder of Sub, has approved
this Agreement. Each of Parent and Sub has duly executed and delivered this
Agreement, and this Agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except to the
extent that enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws of general
applicability relating to or affecting the enforcement of creditors' rights and
by the effect of the principles of equity (regardless of whether enforceability
is considered in a proceeding in equity or at law).

            Section 4.04 No Conflicts; Consents.

                                       21

            (a)   The execution and delivery by each of Parent and Sub of this
Agreement, do not, and the consummation of the Offer, the Merger and the other
Transactions and compliance with the terms hereof will not, result in any
violation of or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligation or to loss of a material benefit under, or to increased,
additional, accelerated or guaranteed rights or entitlements of any person
under, or result in the creation of any Lien upon any of the properties or
assets of Parent or any of its subsidiaries under, any provision of (i) the
charter, by-laws or other organizational documents of Parent or any of its
subsidiaries, (ii) any contract, lease, license, indenture, note, bond,
agreement or other instrument (each, a "Contract") to which Parent or any of its
subsidiaries is a party or by which any of their respective properties or assets
is bound or (iii) subject to the filings and other matters referred to in
Section 4.04(b), any Judgment or Law applicable to Parent or any of its
subsidiaries or their respective properties or assets, other than, in the case
of clauses (ii) and (iii) above, any such items that, individually and in the
aggregate, have not had and would not reasonably be expected to have a Parent
Material Adverse Effect.

            (b)   No Consent of, or registration, declaration or filing with,
any Governmental Entity is required to be obtained or made by or with respect to
Parent or any of its subsidiaries in connection with the execution, delivery and
performance of this Agreement or the consummation of the Transactions, other
than (i) compliance with and filings, if required, under the HSR Act, (ii) the
filing with the SEC of (A) the Offer Documents and (B) such reports under the
Exchange Act as may be required in connection with this Agreement, the Offer,
the Merger and the other Transactions, (iii) the filing of the Certificate of
Merger with the Secretary of State of the State of Georgia, (iv) such filings as
may be required in connection with the taxes described in Section 6.09 and (vi)
such other items that, individually and in the aggregate, have not had and would
not reasonably be expected to have a Parent Material Adverse Effect.

            Section 4.05 Information Supplied. None of the information supplied
or to be supplied by Parent or Sub for inclusion or incorporation by reference
in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement
will, at the time such document is filed with the SEC, at any time it is amended
or supplemented or at the time it is first published, sent or given to the
Company's stockholders, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, or (ii) the Proxy Statement (if required
by Law) will, at the date it is first mailed to the Company's stockholders or at
the time of the Company Stockholders Meeting, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading. The Offer Documents
will comply as to form in all material respects with the requirements of the
Exchange Act and the rules and regulations thereunder, except that no
representation is made by Parent or Sub with respect to statements made or
incorporated by reference therein based on information supplied by the Company
for inclusion or incorporation by reference therein.

            Section 4.06 Brokers. No broker, investment banker, financial
advisor or other person is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the Offer, the
Merger and the other Transactions based upon arrangements made by or on behalf
of Parent.

                                       22

            Section 4.07 Financial Ability to Perform. Parent and Sub will have
cash funds sufficient as and when needed to pay all cash payments for shares of
Company Common Stock and options in the Offer and the Merger.

            Section 4.08 Litigation. There is no suit, action or proceeding
pending or, to the knowledge of Parent, threatened against or affecting Parent
or Sub (and, as of the date of this Agreement, Parent is not aware of any basis
for any such suit, action or proceeding) that, individually or in the aggregate,
has had or would reasonably be expected to have a material adverse effect on the
ability of Parent or Sub to perform their respective obligations under this
Agreement or a material adverse effect on the ability of Parent or Sub to
consummate the Offer, the Merger and the Other Transactions (a "Purchaser
Material Adverse Effect"), nor is there any Judgment outstanding against Parent
or Sub that, individually or in the aggregate, has had or would reasonably be
expected to have a Purchaser Material Adverse Effect.

                                   ARTICLE V

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

            Section 5.01 Conduct of Business.

            (a)   Conduct of Business by the Company. Except for matters set
forth in the Company Disclosure Letter, expressly agreed to in writing by Parent
or otherwise expressly permitted by this Agreement, from the date of this
Agreement to the earliest to occur of the date of the termination of this
Agreement, the date directors designated by Parent or Sub have been elected to
and shall constitute a majority of the Company Board (the "Control Date") or the
Effective Time, the Company shall, and shall cause each Company Subsidiary to,
conduct the business of the Company and the Company Subsidiaries taken as a
whole in the usual, regular and ordinary course in substantially the same manner
as previously conducted and use all reasonable efforts to preserve intact its
current business organization, keep available the services of its current
officers and employees and keep its relationships with customers, suppliers,
licensors, licensees, distributors and others having business dealings with them
to the end that its goodwill and ongoing business shall be unimpaired in all
material respects at the Effective Time. In addition, and without limiting the
generality of the foregoing, except for matters set forth in the Company
Disclosure Letter, expressly agreed to in writing by Parent or otherwise
expressly permitted by this Agreement, from the date of this Agreement to the
earliest to occur of the date of the termination of this Agreement, the Control
Date or the Effective Time, the Company shall not, and shall not permit any
Company Subsidiary to, do any of the following without the prior written consent
of Parent:

                  (i)   (A) declare, set aside or pay any dividends on, or make
any other distributions in respect of, any of its capital stock, other than
dividends and distributions by a direct or indirect wholly owned subsidiary of
the Company to its parent, (B) split, combine or reclassify any of its capital
stock or issue or authorize the issuance of any other securities in respect of,
in lieu of or in substitution for shares of its capital stock, or (C) purchase,
redeem or otherwise acquire any shares of capital stock of the Company or any
Company Subsidiary or any other securities thereof or any rights, warrants or
options to acquire any such shares or other securities;

                                       23

                  (ii)  issue, deliver, sell or grant (A) any shares of its
capital stock, (B) any Voting Company Debt or other voting securities, (C) any
securities convertible into or exchangeable for, or any options, warrants or
rights to acquire, any such shares, Voting Company Debt, voting securities or
convertible or exchangeable securities or (D) any "phantom" stock, "phantom"
stock rights, stock appreciation rights or stock-based performance units, other
than (1) the issuance of Company Common Stock (and associated Company Rights)
upon the exercise of Company Stock Options outstanding on the date of this
Agreement and in accordance with their present terms and (2) the issuance of
Company Common Stock upon the exercise of Company Rights;

                  (iii) amend its certificate of incorporation, by-laws or other
comparable charter or organizational documents;

                  (iv)  other than as contemplated by the CVG Agreement, acquire
or agree to acquire (A) by merging or consolidating with, or by purchasing a
substantial equity interest in or portion of the assets of, or by any other
manner, any business or any corporation, partnership, joint venture, association
or other business organization or division thereof or (B) any assets that are
material, individually or in the aggregate, to the Company and the Company
Subsidiaries taken as a whole;

                  (v)   (A) grant to any current or former director, officer or
employee of the Company or any Company Subsidiary any increase in compensation,
except to the extent required under employment agreements in effect as of the
date of the most recent audited financial statements included in the Filed
Company SEC Documents or, with respect to employees (other than directors,
officers or key employees) in the ordinary course of business consistent with
prior practice, (B) grant to any current or former employee, officer or director
of the Company or any Company Subsidiary any increase in severance or
termination pay, except to the extent required under any agreement in effect as
of the date of the most recent audited financial statements included in the
Filed Company SEC Documents, (C) enter into any employment, consulting,
indemnification, severance or termination agreement with any such employee,
officer or director, (D) establish, adopt, enter into or amend in any material
respect any collective bargaining agreement or Company Benefit Plan or (E) take
any action to accelerate any rights or benefits, or make any material
determinations not in the ordinary course of business consistent with prior
practice, under any collective bargaining agreement or Company Benefit Plan;

                  (vi)  make any change in accounting methods, principles or
practices materially affecting the reported consolidated assets, liabilities or
results of operations of the Company, except insofar as may have been required
by a change in GAAP;

                  (vii) sell, lease (as lessor), license or otherwise dispose of
or subject to any Lien any material properties or assets, except sales of
obsolete assets in the ordinary course of business consistent with past
practice;

                  (viii) (A) incur any indebtedness for borrowed money or
guarantee any such indebtedness of another person, issue or sell any debt
securities or warrants or other rights to acquire any debt securities of the
Company or any Company Subsidiary, guarantee any debt

                                       24

securities of another person, enter into any "keep well" or other agreement to
maintain any financial statement condition of another person or enter into any
arrangement having the economic effect of any of the foregoing, except for
short-term borrowings from persons that are not directors, officers or employees
of the Company or any Company Subsidiary incurred in the ordinary course of
business consistent with past practice, or (B) make any loans, advances or
capital contributions to, or investments in, any other person, other than to or
in the Company or any direct or indirect wholly owned subsidiary of the Company;

                  (ix)  make or agree to make any new capital expenditure or
expenditures that are in excess of $150,000 individually or $1,000,000 in the
aggregate;

                  (x)   make or change any material Tax election or settle or
compromise any material Tax liability or refund;

                  (xi)  (A) pay, discharge or satisfy any claims, liabilities or
obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)
in excess of $50,000 individually or $250,000 in the aggregate, other than the
payment, discharge or satisfaction, in the ordinary course of business
consistent with past practice or in accordance with their terms, of liabilities
reflected or reserved against in, or contemplated by, the most recent
consolidated financial statements (or the notes thereto) of the Company included
in the Filed Company SEC Documents or incurred in the ordinary course of
business consistent with past practice, (B) except for any redemptions pursuant
to the Indenture (as defined below), cancel any indebtedness in excess of
$150,000 individually or $500,000 in the aggregate or waive any claims or rights
of substantial value or (C) waive the benefits of, or agree to modify in any
manner, any confidentiality, standstill or similar agreement to which the
Company or any Company Subsidiary is a party;

                  (xii) enter into, renew, extend, amend, modify, waive any
material provision of, or terminate any lease or similar commitment, in each
case providing for payments in excess of $500,000 over the term of such lease or
commitment (or until the date on which such lease or commitment may be
terminated by the Company without penalty); or

                  (xiii) authorize, or commit or agree to take, any of the
foregoing actions.

            (b)   Other Actions. The Company and Parent shall not, and shall not
permit any of their respective subsidiaries to, take any action that would, or
that would reasonably be expected to, result in (i) any of the representations
and warranties of such party set forth in this Agreement that is qualified as to
materiality becoming untrue, (ii) any of such representations and warranties
that is not so qualified becoming untrue in any material respect or (iii) any
condition to the Offer set forth in Exhibit A, or any condition to the Merger
set forth in Article VII, not being satisfied; provided, however, that the
obligations set forth in this Section 5.01(b) shall not be deemed to have been
breached as a result of actions by the Company expressly permitted under Section
5.02(b).

            (c)   Advice of Changes. The Company shall promptly advise Parent
orally and in writing of any change or event that has had or would reasonably be
expected to have a Company Material Adverse Effect.

                                       25

            Section 5.02 No Solicitation.

            (a)   The Company shall not, nor shall it authorize or permit any
Company Subsidiary to, nor shall it authorize or permit any officer, director or
employee of, or any investment banker, attorney or other advisor or
representative (collectively, "Representatives") of, the Company or any Company
Subsidiary to, (i) directly or indirectly solicit, initiate or encourage the
submission of, any Company Takeover Proposal (as defined in Section 5.02(e)),
(ii) enter into any agreement with respect to any Company Takeover Proposal or
(iii) directly or indirectly participate in any discussions or negotiations
regarding, or furnish to any person any information with respect to, or take any
other action to facilitate any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, any Company Takeover
Proposal; provided, however, that prior to the first acceptance for payment of
shares of Company Common Stock pursuant to the Offer the Company may, to the
extent necessary to act in a manner consistent with the fiduciary obligations of
the Company Board, as determined in good faith by it after consultation with
outside counsel and TM Capital or another nationally recognized independent
financial advisor, in response to a Company Takeover Proposal that the Company
Board determines, in good faith after consultation with outside counsel, is
reasonably likely to lead to a Superior Company Proposal (as defined in Section
5.02(e)), that was not solicited by the Company and that did not otherwise
result from a breach or (pursuant to the last sentence of this Section 5.02(a))
a deemed breach of this Section 5.02(a), and subject to compliance with Section
5.02(c), (x) furnish information with respect to the Company to the person
making such Company Takeover Proposal and its Representatives pursuant to a
customary confidentiality agreement and (y) participate in discussions or
negotiations with such person and its Representatives regarding such Company
Takeover Proposal. Without limiting the foregoing, it is agreed that any
violation of the restrictions set forth in the preceding sentence by any
officer, director, investment banker, attorney or other advisor or
representative of the Company or any Company Subsidiary, whether or not such
person is purporting to act on behalf of the Company or any Company Subsidiary
or otherwise, shall be deemed to be a breach of this Section 5.02(a) by the
Company.

            (b)   Unless the Company Board, after consultation with outside
counsel, determines in its good faith judgment that it is necessary to do so in
order to fulfill its fiduciary obligations under applicable Law, neither the
Company Board nor any committee thereof shall (i) withdraw or modify in a manner
adverse to Parent or Sub, or publicly propose to withdraw or modify in a manner
adverse to Parent or Sub, the approval or recommendation by the Company Board or
any such committee of this Agreement, the Offer or the Merger, (ii) approve any
letter of intent, agreement in principle, acquisition or similar agreement
relating to any Company Takeover Proposal or (iii) approve or recommend, or
publicly propose to approve or recommend, any Company Takeover Proposal. The
Company shall not take the actions set forth in clauses (ii) or (iii) of the
preceding sentence unless it has terminated or concurrently terminates this
Agreement pursuant to Section 8.01(e).

            (c)   The Company promptly shall advise Parent orally and, within
one business day, in writing of any Company Takeover Proposal or any inquiry
with respect to, or that could reasonably be expected to lead to, any Company
Takeover Proposal, the material terms and conditions of any such Company
Takeover Proposal (including any changes thereto) and the identity of the person
making any such Company Takeover Proposal or inquiry. The

                                       26

Company shall (i) keep Parent fully informed of the status and details
(including any change to the terms thereof) of any such Company Takeover
Proposal and (ii) provide to Parent as soon as practicable after receipt or
delivery thereof with copies of all correspondence and other written material
sent or provided to the Company by any third party in connection with any
Company Takeover Proposal or sent or provided by the Company to any third party
in connection with any Company Takeover Proposal.

            (d)   Nothing contained in this Section 5.02 shall prohibit the
Company from taking and disclosing to its stockholders a position contemplated
by Rule 14e-2(a) promulgated under the Exchange Act or from making any required
disclosure to the Company's stockholders if, in the good faith judgment of the
Company Board, after consultation with outside counsel, failure so to disclose
would be inconsistent with its obligations under applicable law.

            (e)   For purposes of this Agreement:

      "Company Takeover Proposal" means (i) any proposal or offer for a merger,
consolidation, dissolution, recapitalization or other business combination
involving the Company or any significant subsidiary of the Company (as defined
in Regulation S-X of the Federal securities laws), or (ii) any proposal or offer
to acquire in any manner, directly or indirectly, over 15% of the equity
securities or consolidated total assets of the Company, in each case other than
pursuant to the Transactions.

      "Superior Company Proposal" means any proposal made by a third party to
acquire substantially all the equity securities or assets of the Company,
pursuant to a tender or exchange offer, a merger, a consolidation, a liquidation
or dissolution, a recapitalization or a sale of all or substantially all its
assets, (i) on terms which the Company Board determines in good faith to be
superior from a financial point of view to the holders of Company Common Stock
to the Transactions, taking into account all the terms and conditions of such
proposal and this Agreement (including any proposal by Parent to amend the terms
of the Transactions) and (ii) that the Company Board determines in good faith is
reasonably capable of being completed, taking into account all financial,
regulatory, legal and other aspects of such proposal.

            Section 5.03 CVG Agreement. The Company shall comply with the terms
and conditions of the CVG Agreement and shall use all commercially reasonable
efforts to consummate the transactions contemplated by the CVG Agreement in
accordance with the terms thereof and to enforce all of its rights thereunder.
The Company shall not waive or amend any term or condition contained in the CVG
Agreement without the express written consent of Parent. The Company shall not
waive or amend any term or condition contained in the Financing Commitments and
shall not incur any indebtedness in connection with the transactions
contemplated by the CVG Agreement other than in accordance with the terms of the
Financing Commitments.

                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

                                       27

            Section 6.01 Preparation of Proxy Statement; Stockholders Meeting.

            (a)   Subject to the last sentence of Section 6.01(b), the Company
shall, as soon as practicable following the expiration of the Offer and the
purchase of the shares of Company Common Stock pursuant thereto, prepare and
file with the SEC the Proxy Statement in preliminary form, and each of the
Company, Parent and Sub shall use their best efforts to respond as promptly as
practicable to any comments of the SEC with respect thereto. The Company shall
notify Parent promptly of the receipt of any comments from the SEC or its staff
and of any request by the SEC or its staff for amendments or supplements to the
Proxy Statement or for additional information and shall supply Parent with
copies of all correspondence between the Company or any of its representatives,
on the one hand, and the SEC or its staff, on the other hand, with respect to
the Proxy Statement. If at any time prior to receipt of the Company Stockholder
Approval there shall occur any event that should be set forth in an amendment or
supplement to the Proxy Statement, the Company shall promptly prepare and mail
to its stockholders such an amendment or supplement. The Company shall not mail
any Proxy Statement, or any amendment or supplement thereto, to which Parent
reasonably objects. The Company shall use its best efforts to cause the Proxy
Statement to be mailed to the Company's stockholders as promptly as practicable
after filing with the SEC.

            (b)   The Company shall, as soon as practicable following the
expiration of the Offer and the purchase of the shares of Company Common Stock
pursuant thereto, duly call, give notice of, convene and hold a meeting of its
stockholders (the "Company Stockholders Meeting") for the purpose of seeking the
Company Stockholder Approval. Subject to Section 5.02(b), the Company shall,
through the Company Board, recommend to its stockholders that they give the
Company Stockholder Approval. Without limiting the generality of the foregoing,
the Company agrees that its obligations pursuant to the first sentence of this
Section 6.01(b) shall not be affected by the commencement, public proposal,
public disclosure or communication to the Company of any Company Takeover
Proposal. Notwithstanding the foregoing, if Sub or any other subsidiary of
Parent shall acquire at least 90% of the outstanding shares of each series of
Company Capital Stock, the parties shall, at the request of Parent, take all
necessary and appropriate action to cause the Merger to become effective as soon
as practicable after the expiration of the Offer without a stockholders meeting
in accordance with Section 14-2-1104 of the GBCC.

            (c)   Parent shall cause all shares of Company Common Stock
purchased pursuant to the Offer and, if exercised, the Top Up Option, and all
other shares of Company Common Stock owned by Parent, Sub or any other
subsidiary of Parent to be voted in favor of the approval of this Agreement.

            Section 6.02 Access to Information; Confidentiality. The Company
shall, and shall cause each of its subsidiaries to, afford to Parent, and to
Parent's officers, employees, accountants, counsel, financial advisors and other
representatives, upon reasonable notice, reasonable access during normal
business hours during the period prior to the Effective Time to all their
respective properties, books, contracts, commitments, personnel and records and,
during such period, the Company shall, and shall cause each of its subsidiaries
to, furnish promptly to Parent (a) a copy of each report, schedule, registration
statement and other document filed by it during such period pursuant to the
requirements of Federal or state securities laws and (b) all

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other information concerning its business, properties and personnel as Parent
may reasonably request; provided, however, that the Company may withhold the
documents and information described in the Company Disclosure Letter to the
extent required to comply with the terms of a confidentiality agreement with a
third party in effect on the date of this Agreement; provided further, that the
Company shall use all reasonable efforts to obtain, as promptly as practicable,
any consent from such third party required to permit the Company to furnish such
documents and information to Parent. All information exchanged pursuant to this
Section 6.02 shall be subject to the confidentiality agreement dated as of
February 23, 2005 between the Company and Parent (the "Confidentiality
Agreement").

            Section 6.03 Reasonable Efforts; Notification.

            (a)   Upon the terms and subject to the conditions set forth in this
Agreement, each of the parties hereto shall use all reasonable efforts to take,
or cause to be taken, all reasonable actions, and to do, or cause to be done,
and to assist and cooperate with the other parties in doing, all things
reasonably necessary, proper or advisable to consummate and make effective, in
the most expeditious manner practicable, the Offer, the Merger and the other
Transactions, including (i) the obtaining of all necessary actions or
nonactions, waivers, consents and approvals from Governmental Entities and the
making of all necessary registrations and filings (including filings with
Governmental Entities, if any) and the taking of all reasonable steps as may be
necessary to obtain an approval or waiver from, or to avoid an action or
proceeding by, any Governmental Entity, (ii) the obtaining of all necessary
consents, approvals or waivers from third parties, (iii) the defending of any
lawsuits or other legal proceedings, whether judicial or administrative,
challenging this Agreement or the consummation of the Transactions, including,
when reasonable, seeking to have any stay or temporary restraining order entered
by any court or other Governmental Entity vacated or reversed and (iv) the
execution and delivery of any additional instruments necessary to consummate the
Transactions and to fully carry out the purposes of this Agreement. In
connection with and without limiting the foregoing, the Company and the Company
Board shall (i) take all action necessary to ensure that no state takeover
statute or similar statute or regulation is or becomes applicable to any
Transaction, this Agreement or the Tender Agreements and (ii) if any state
takeover statute or similar statute or regulation becomes applicable to this
Agreement or the Tender Agreements, take all action necessary to ensure that the
Offer, the Merger and the other Transactions may be consummated as promptly as
practicable on the terms contemplated by this Agreement and otherwise to
minimize the effect of such statute or regulation on the Offer, the Merger and
the other Transactions. Nothing in this Agreement shall be deemed to require any
party to waive any substantial rights or agree to any substantial limitation on
its operations or to dispose of any significant asset or collection of assets.
As promptly as practicable after the consummation of the Offer, the Company
shall use all reasonable efforts to notify Parent of any actions or nonactions
of, waivers, consents and approvals from, and registrations and filings with,
Governmental Entities, and any consents, approvals or waivers from third
parties, that would be required in connection with the consummation of the
Merger in the event that Parent elects pursuant to Section 1.03 to merge the
Company with and into Sub instead of merging Sub into the Company.

            (b)   The Company shall give prompt notice to Parent, and Parent or
Sub shall give prompt notice to the Company, of (i) any representation or
warranty made by it contained in this Agreement that is qualified as to
materiality becoming untrue or inaccurate in any respect or

                                       29

any such representation or warranty that is not so qualified becoming untrue or
inaccurate in any material respect or (ii) the failure by it to comply with or
satisfy in any material respect any covenant, condition or agreement to be
complied with or satisfied by it under this Agreement; provided, however, that
no such notification shall affect the representations, warranties, covenants or
agreements of the parties or the conditions to the obligations of the parties
under this Agreement.

            Section 6.04 Stock Options.

            (a)   As soon as practicable following the date of this Agreement,
the Company Board (or, if appropriate, any committee administering the Company
Stock Plans) shall adopt such resolutions and take, or cause the Company to
take, such other actions as are required (including, without limitation,
obtaining all necessary consents of all holders of Company Stock Options under
the Company's Restated Stock Option and Incentive Award Plan (each of whom is
set forth on Schedule 2 to the Company Disclosure Letter) but without
compensating any holder of any Company Stock Option) to adjust the terms of all
outstanding Company Stock Options heretofore granted under any Company Stock
Plan that will be exercisable at the time of the first acceptance for payment of
shares of Company Common Stock pursuant to the Offer (the "Exercisable Options")
to provide that each such Exercisable Option outstanding at the time of the
first acceptance for payment of shares of Company Common Stock pursuant to the
Offer shall be canceled in exchange for a cash payment by the Company as soon as
practicable following the first acceptance for payment of shares of Company
Common Stock pursuant to the Offer of an amount equal to (i) the excess, if any,
of (x) the highest price per share of Company Common Stock to be paid pursuant
to the Offer over (y) the exercise price per share of Company Common Stock
subject to such Exercisable Option, multiplied by (ii) the number of shares of
Company Common Stock for which such Exercisable Option shall not theretofore
have been exercised. The Company will be responsible for any required reporting
to Federal, state or local tax authorities. Parent will advance such funds to
the Company as the Company requires in order to comply with the provisions of
this Section 6.04(a) and in order to pay all required amounts under the
Company's Management Incentive Plan, each on terms mutually acceptable to Parent
and the Company.

            (b)   All amounts payable pursuant to Section 6.04(a) shall be
subject to any required withholding of Taxes or proof of eligibility of
exemption therefrom and shall be paid without interest by the Company as soon as
practicable following the first acceptance for payment of shares of Company
Common Stock pursuant to the Offer. The Company shall use its best efforts to
obtain all consents of the holders of Company Stock Options as shall be
necessary to effectuate the foregoing. Notwithstanding anything to the contrary
contained in this Agreement, payment shall, at Parent's request, be withheld in
respect of any Company Stock Option until all necessary consents with respect to
such Company Stock Option are obtained.

            (c)   The Company Stock Plans shall terminate as of the Effective
Time, and the provisions in any other Benefit Plan providing for the issuance,
transfer or grant of any capital stock of the Company or any interest in respect
of any capital stock of the Company shall be deleted as of the Effective Time,
and the Company shall ensure that following the Effective Time no holder of a
Company Stock Option or any participant in any Company Stock Plan, or

                                       30

other Company Benefit Plan shall have any right thereunder to acquire any
capital stock of the Company or the Surviving Corporation.

            (d)   The parties agree, pursuant to 26 C.F.R. Section
1.1502-76(b)(1)(ii)(B), that the payments to be made pursuant to Section 6.04(a)
are allocable to the period immediately following Closing. The parties agree to
treat such payments for all Tax purposes as occurring at the beginning of the
day after Closing, and agree to not take any position inconsistent with such
treatment on any Tax Return.

            (e)   In this Agreement:

            "Company Stock Option" means any option to purchase Company Common
Stock granted under any Company Stock Plan.

            "Company Stock Plans" means the 2004 Equity Incentive Plan, the
Restated Stock Option and Incentive Award Plan and all agreements under which
there are outstanding options to purchase Company Common Stock granted to
employees, consultants or any other person.

            Section 6.05 Benefit Plans. With respect to any "employee benefit
plan", as defined in Section 3(3) of ERISA, maintained by Parent or any of its
subsidiaries (including any severance plan), for all purposes, including
determining eligibility to participate and vesting, service with the Company or
any Company Subsidiary shall be treated as service with Parent or any of its
subsidiaries; provided, however, that such service need not be recognized to the
extent that such recognition would result in any duplication of benefits.

            Section 6.06 Indemnification.

            (a)   Parent shall, to the fullest extent permitted by Law, cause
the Company (from and after the Control Date) and the Surviving Corporation
(from and after the Effective Time) to honor all the Company's obligations to
indemnify, defend and hold harmless (including any obligations to advance funds
for expenses) the current and former directors and officers of the Company and
its subsidiaries against all losses, claims, damages or liabilities arising out
of acts or omissions by any such directors and officers occurring prior to the
Effective Time to the maximum extent that such obligations of the Company exist
on the date of this Agreement, whether pursuant to the Company Charter, the
Company By-laws, the GBCC, individual indemnity agreements or otherwise, and
such obligations shall survive the Merger and shall continue in full force and
effect in accordance with the terms of the Company Charter, the Company By-laws,
the GBCC and such individual indemnity agreements from the Effective Time until
the expiration of the applicable statute of limitations with respect to any
claims against such directors or officers arising out of such acts or omissions.
In the event a current or former director or officer of the Company or any of
its subsidiaries is entitled to indemnification under this Section 6.06(a), such
director or officer shall be entitled to reimbursement from the Company (from
and after the Control Date) or the Surviving Corporation (from and after the
Effective Time) for reasonable attorney fees and expenses incurred by such
director or officer in pursuing such indemnification, including payment of such
fees and expenses by the Surviving Corporation or the Company, as applicable, in
advance of the final disposition of such action

                                       31

upon receipt of an undertaking by such current or former director or officer to
repay such payment if it shall be adjudicated that such current or former
director or officer was not entitled to such payment.

            (b)   From and after the Control Date and for a period of six years
after the Effective Time, Parent shall cause to be maintained in effect the
current policies of directors' and officers' liability insurance maintained by
the Company (provided that Parent may either (i) substitute therefor policies
with reputable and financially sound carriers or (ii) maintain self insurance or
similar arrangements through a financially sound insurance affiliate of Parent
with at least as high a rating as the Company's current insurance carriers, in
each case of at least the same coverage and amounts containing terms and
conditions which are no less advantageous) with respect to claims arising from
or related to facts or events which occurred at or before the Effective Time;
provided, however, that Parent shall not be obligated to make annual premium
payments for such insurance to the extent such premiums exceed 150% of the
annual premiums paid as of the date hereof by the Company for such insurance
(such 150% amount, the "Maximum Premium"). If such insurance coverage cannot be
obtained at all, or can only be obtained at an annual premium in excess of the
Maximum Premium, Parent shall maintain the most advantageous policies of
directors' and officers' insurance obtainable for an annual premium equal to the
Maximum Premium. The Company represents to Parent that the Maximum Premium is
$345,000.

            (c)   The Company will maintain, through the Effective Time, the
Company's existing directors' and officers' insurance in full force and effect
without reduction of coverage.

            (d)   If the Surviving Corporation or any of its successors or
assigns (i) consolidates with or merges into any other person and shall not be
the continuing or surviving corporation or entity of such consolidation or
merger and the continuing or surviving entity does not assume the obligations of
the Surviving Corporation set forth in this Section 6.06, or (ii) transfers all
or substantially all of its properties and assets to any person, then, and in
each such case, proper provision shall be made so that the successors and
assigns of the Surviving Corporation assume, as a matter of law or otherwise,
the obligations set forth in this Section 6.06.

            Section 6.07 Fees and Expenses.

            (a)   Except as provided below, all fees and expenses incurred in
connection with the Merger and the other Transactions shall be paid by the party
incurring such fees or expenses, whether or not the Merger is consummated.

            (b)   The Company shall pay to Parent a fee of $1,600,000 (the
"Termination Fee") if: (i) this Agreement is terminated pursuant to Section
8.01(b)(iii) as a result of the failure of the condition set forth in paragraph
(d) of Exhibit A; (ii) the Company terminates this Agreement pursuant to Section
8.01(e); (iii) Parent terminates this Agreement pursuant to Section 8.01(d)(i)
or 8.01(d)(ii); (iv) after the date of this Agreement, any person makes a
Company Takeover Proposal and (A) the Offer shall have remained open until the
later of (1) the scheduled expiration date immediately following the date such
Company Takeover Proposal is made and (2) ten days after the date such Company
Takeover Proposal is made, (B) the

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Minimum Tender Condition is not satisfied at such expiration date, (C) this
Agreement is terminated pursuant to Section 8.01(b)(i) or 8.01(b)(iii) (other
than as a result of the failure of the condition set forth in paragraph (d) of
Exhibit A) and (D) within 12 months of such termination the Company enters into
a definitive agreement to consummate, or consummates, the transactions
contemplated by such Company Takeover Proposal; or (v) subject to Section
6.07(c), (A) this Agreement is terminated pursuant to Section 8.01(c) as a
result of a willful breach by the Company, (B) after such termination, a Company
Takeover Proposal is made, and (C) within 12 months of such termination the
Company enters into a definitive agreement to consummate, or consummates, the
transactions contemplated by any Company Takeover Proposal. Any fee due under
this Section 6.07(b) shall be paid by wire transfer of same-day funds on the
date of termination of this Agreement (except that in the case of clause (iv) or
(v) above such payment shall be made on the date of execution of such definitive
agreement or, if earlier, consummation of such transactions).

            (c)   If the Company becomes obligated to pay a fee under Section
6.07(b) as a result of a termination pursuant to Section 8.01(c), Parent may
elect at any time not to receive the fee and, if such election is made, may
pursue any and all rights, claims and causes of action it may have under Law
with respect to the breach giving rise to such right of termination. If Parent
elects to receive the fee, and the Company pays the fee as required by Section
6.07(b), the payment by the Company of such fee shall be Parent's and Sub's sole
remedy with respect to such breach and each of Parent and Sub shall waive, to
the fullest extent permitted by Law, any and all rights, claims and causes of
action (other than claims of, or causes of action arising from, fraud) it may
have against the Company with respect to such breach.

            (d)   Upon the earlier of (i) the termination of this Agreement in
accordance with its terms, or (ii) the Effective Time, all reasonable
out-of-pocket expenses (including, without limitation, reasonable attorneys
fees) incurred by Parent in connection with the Offer (the "Parent Transaction
Expenses"), the Merger and the other Transactions contemplated hereby shall be
paid by the Company; provided, however, that the Company's obligation as set
forth in this Section 6.07(d) shall not apply upon any termination of this
Agreement pursuant to Section 8.01(g) hereto; and provided, further, that in the
case of clause (i) above, the Parent Transaction Expenses shall be paid by the
Company in six (6) equal monthly installments beginning in the first month such
Parent Transaction Expenses are due. In the case of clause (i) above, such
Parent Transaction Expenses shall not exceed $2,000,000 without the prior
written approval of the Company; provided, however, that in no event shall the
aggregate amount of (x) the Termination Fee, plus (y) the Parent Transaction
Expenses, required to be paid by the Company pursuant to this Section 6.07,
exceed $2,600,000.

            Section 6.08 Public Announcements. Parent and Sub, on the one hand,
and the Company, on the other hand, shall consult with each other before
issuing, and provide each other the opportunity to review and comment upon, any
press release or other public statements with respect to the Offer, the Merger
and the other Transactions and shall not issue any such press release or make
any such public statement prior to such consultation, except as may be required
by applicable Law, court process or by obligations pursuant to any listing
agreement with any national securities exchange.

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            Section 6.09 Transfer Taxes. All stock transfer, real estate
transfer, documentary, stamp, recording and other similar Taxes (including
interest, penalties and additions to any such Taxes) ("Transfer Taxes") incurred
in connection with the Transactions shall be paid by the party upon whom the
primary burden for payment is placed by the applicable law. Each party shall
cooperate with the other in preparing, executing and filing any Tax Returns with
respect to such Transfer Taxes and shall use reasonable efforts to avail itself
of any available exemptions from such Transfer Taxes, and shall cooperate in
providing any information and documentation that may be necessary to obtain such
exemptions.

            Section 6.10 Directors. Promptly upon the first acceptance for
payment of, and payment by Sub for, any shares of Company Common Stock pursuant
to the Offer, Sub shall be entitled to designate such number of directors on the
Company Board as will give Sub, subject to compliance with Section 14(f) of the
Exchange Act, representation on the Company Board equal to at least that number
of directors, rounded up to the next whole number, which is the product of (a)
the total number of directors on the Company Board (giving effect to the
directors elected pursuant to this sentence) multiplied by (b) the percentage
that (i) such number of shares of Company Common Stock so accepted for payment
and paid for by Sub plus the number of shares of Company Common Stock otherwise
owned by Sub or any other subsidiary of Parent bears to (ii) the number of such
shares outstanding, and the Company shall, at such time, cause Sub's designees
to be so elected; provided, however, that in the event that Sub's designees are
appointed or elected to the Company Board, until the Effective Time the Company
Board shall have at least two directors who are directors on the date of this
Agreement and who are not officers of the Company (the "Independent Directors");
and provided further that, in such event, if the number of Independent Directors
shall be reduced below two for any reason whatsoever, any remaining Independent
Directors (or Independent Director, if there shall be only one remaining) shall
be entitled to designate persons to fill such vacancies who shall be deemed to
be Independent Directors for purposes of this Agreement or, if no Independent
Directors then remain, the other directors shall designate two persons to fill
such vacancies who are not officers, stockholders or affiliates of the Company,
Parent or Sub, and such persons shall be deemed to be Independent Directors for
purposes of this Agreement. Subject to applicable Law, the Company shall take
all action requested by Parent necessary to effect any such election, including
mailing to its stockholders the Information Statement containing the information
required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated
thereunder, and the Company shall make such mailing with the mailing of the
Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely
basis all information required to be included in the Information Statement with
respect to Sub's designees). In connection with the foregoing, the Company shall
promptly, at the option of Sub, either increase the size of the Company Board or
obtain the resignation of such number of its current directors as is necessary
to enable Sub's designees to be elected or appointed to the Company Board as
provided above.

            Section 6.11 Rights Agreement; Consequences if Rights Triggered. The
Company Board shall take all action requested in writing by Parent in order to
render the Company Rights inapplicable to the Offer, the Merger and the other
Transactions. Except as approved in writing by Parent, the Company Board shall
not (i) amend the Company Rights Agreement, (ii) redeem the Company Rights or
(iii) take any action with respect to, or make any determination under, the
Company Rights Agreement, in each case in a manner adverse to Parent or Sub. If
any Distribution Date or Stock Acquisition Date occurs under the Company Rights

                                       34

Agreement at any time during the period from the date of this Agreement to the
Effective Time, the Company and Parent shall make such adjustment to the Offer
Price as the Company and Parent shall mutually agree so as to preserve the
economic benefits that the Company and Parent each reasonably expected on the
date of this Agreement to receive as a result of the consummation of the Offer,
the Merger and the other Transactions.

            Section 6.12 Stockholder Litigation. The Company shall give Parent
the opportunity to participate in the defense or settlement of any stockholder
litigation against the Company and its directors relating to any Transaction;
provided, however, that the Company shall not enter into any such settlement
without Parent's consent, which consent shall not be unreasonably withheld.

            Section 6.13 Parent Loan to Company. Upon payment for shares of
Company Common Stock pursuant to the Offer, in order to facilitate the purchase
by the Company of CVG upon the terms and conditions set forth in the CVG
Agreement, Parent shall provide subordinated debt financing or redeemable
preferred stock financing to the Company in the amount of up to $31,000,000 (but
in no event less than $25,000,000) upon commercially reasonable terms to be
mutually agreed upon by Parent and the Company; provided that Parent may reduce
the amount of such financing by the amount, if any, paid pursuant to the Top Up
Option.

            Section 6.14 Indenture. Following the consummation of the Offer, the
Company shall use the proceeds from the Financing Commitments to redeem all
notes outstanding under the Indenture, dated as of June 15, 2001 and as
subsequently amended, between the Company and State Street Bank and Trust
Company, as trustee, at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest, if any.

                                  ARTICLE VII

                              CONDITIONS PRECEDENT

            Section 7.01 Conditions to Each Party's Obligation To Effect The
Merger. The respective obligation of each party to effect the Merger is subject
to the satisfaction or waiver on or prior to the Closing Date of the following
conditions:

            (a)   Stockholder Approval. The Company shall have obtained the
Company Stockholder Approval, if required.

            (b)   Antitrust. In the event a filing under the HSR Act is
required, the waiting period (and any extension thereof) applicable to the
Merger under the HSR Act shall have been terminated or shall have expired. Any
consents, approvals and filings under any other foreign antitrust Law the
absence of which would prohibit the consummation of Merger, shall have been
obtained or made.

            (c)   No Injunctions or Restraints. No statute, rule, regulation,
executive order, decree, temporary restraining order, preliminary or permanent
injunction or other order enacted,

                                       35

entered, promulgated, enforced or issued by any Governmental Entity or other
legal restraint or prohibition preventing the consummation of the Merger or the
other Transactions shall be in effect; provided, however, that prior to
asserting this condition each of the parties shall have used all reasonable
efforts to prevent the entry of any such injunction or other order and to appeal
as promptly as possible any such injunction or other order that may be entered.

            (d)   Acceptance of Shares Pursuant to the Offer. Sub shall have
accepted shares of Company Common Stock for payment pursuant to the Offer;
provided, that the obligation of a party to effect the Merger shall not be
conditioned on the fulfillment of the condition set forth in this clause (d) if
the failure of Sub to accept shares of Company Common Stock for payment pursuant
to the Offer shall have constituted or resulted from a material breach of the
Offer or this Agreement by such party.

            (e)   Consent of Option Holders. The Company shall have obtained the
written consent of holders of Company Stock Options issued and outstanding under
the Company's Restated Stock Option and Incentive Award Plan to cancel all such
Company Stock Options as contemplated in Section 6.04(a) hereto.

                                  ARTICLE VIII

                        TERMINATION, AMENDMENT AND WAIVER

            Section 8.01 Termination. This Agreement may be terminated at any
time prior to the Effective Time, whether before or after receipt of Company
Stockholder Approval:

            (a)   by mutual written consent of Parent, Sub and the Company;

            (b)   by either Parent or the Company:

                  (i)   if the Offer is not consummated on or before December
31, 2005 (the "Outside Date"), unless the failure to consummate the Offer is the
result of a willful and material breach of this Agreement by the party seeking
to terminate this Agreement;

                  (ii)  if any Governmental Entity issues an order, decree or
ruling or takes any other action permanently enjoining, restraining or otherwise
prohibiting the acceptance for payment of, or payment for, shares of Company
Common Stock pursuant to the Offer or the Merger and such order, decree, ruling
or other action shall have become final and nonappealable; or

                  (iii) if as the result of the failure of any of the conditions
set forth in Exhibit A to this Agreement, the Offer shall have terminated or
expired in accordance with its terms without Sub having accepted shares of
Company Common Stock for payment pursuant to the Offer; provided, however, that
the right to terminate this Agreement pursuant to this clause (iii) shall not be
available to any party whose failure to fulfill any of its obligations under
this Agreement results in the failure of any such condition or if the failure of
such condition results from facts or circumstances that constitute a willful
breach of any representation or warranty under this Agreement by such party; or

                                       36

                  (iv)  if Sub fails to commence the Offer as provided in
Section 1.01(a) on or before August 2, 2005 due to the failure of the condition
set forth in paragraph (a) of Exhibit A; provided, however, that the right to
terminate this Agreement pursuant to this clause (iv) shall not be available to
the Company if its failure to fulfill any of its obligations under this
Agreement results in the failure of the condition described in paragraph (a) of
Exhibit A or if the failure of the condition described in paragraph (a) of
Exhibit A results from facts or circumstances that constitute a breach of any
representation or warranty under this Agreement by the Company; or

            (c)   by Parent, if the Company breaches or fails to perform in any
material respect any of its representations, warranties or covenants contained
in this Agreement (other than a breach or failure to perform for which Parent
has the right to terminate this Agreement pursuant to Section 8.01(d)(ii)),
which breach or failure to perform (i) would give rise to the failure of a
condition set forth in Exhibit A, and (ii) cannot be or has not been cured
within 20 days after the giving of written notice to the Company of such breach
(provided that Parent is not then in material breach of any representation,
warranty or covenant contained in this Agreement); or

            (d)   by Parent prior to the first acceptance of shares of Company
Common Stock for payment pursuant to the Offer:

                  (i)   if the Company Board or any committee thereof withdraws
or modifies in a manner adverse to Parent or Sub, or publicly proposes to
withdraw or modify in a manner adverse to Parent or Sub, its approval or
recommendation of this Agreement, the Offer or the Merger, fails to recommend to
the Company's stockholders that they accept the Offer and give the Company
Stockholder Approval or publicly approves or recommends, or publicly proposes to
approve or recommend, any Company Takeover Proposal; or

                  (ii)  if the Company or any of its officers, directors,
representatives or agents willfully takes any of the actions proscribed by
Section 5.02 but for the exceptions therein allowing certain actions to be taken
pursuant to the proviso in the first sentence of Section 5.02(a); or

            (e)   by the Company prior to the first acceptance of shares of
Company Common Stock for payment pursuant to the Offer in accordance with
Section 8.05(b); provided, however, that the Company shall have complied with
all provisions thereof, including the notice provisions therein;

            (f)   by the Parent in the event the CVG Agreement is terminated by
either the Company or CVG; or

            (g)   by the Company prior to the first acceptance of shares of
Company Common Stock for payment pursuant to the Offer, if Parent breaches or
fails to perform in any material respect any of its representations, warranties
or covenants contained in this Agreement, which breach or failure to perform
cannot be or has not been cured within 20 days after the giving of written
notice to Parent of such breach (provided that the Company is not then in
material breach of any representation, warranty or covenant contained in this
Agreement).

                                       37

            Section 8.02 Effect of Termination. In the event of termination of
this Agreement by either the Company or Parent as provided in Section 8.01, this
Agreement shall forthwith become void and have no effect. Such termination shall
be without any liability or obligation on the part of Parent, Sub or the
Company, other than Section 3.17 (Brokers; Schedule of Fees and Expenses),
Section 4.06 (Brokers), the last sentence of Section 6.02 (Access to
Information; Confidentiality), Section 6.07 (Fees and Expenses), this Section
8.02 and Article IX (General Provisions), which provisions shall survive such
termination, and except to the extent that such termination results from the
willful and material breach by a party of any representation, warranty or
covenant set forth in this Agreement.

            Section 8.03 Amendment. This Agreement may be amended by the parties
at any time before or after receipt of the Company Stockholder Approval;
provided, however, that after receipt of the Company Stockholder Approval, there
shall be made no amendment that by Law requires further approval by the
stockholders of the Company without the further approval of such stockholders;
and provided, further, that after Sub's purchase of shares in the Offer, no such
amendment or modification shall be made that reduces the amount or changes the
form of Merger Consideration or otherwise materially and adversely affects the
rights of the Company's stockholders hereunder, without the further approval of
such stockholders. This Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties hereto.

            Section 8.04 Extension; Waiver. At any time prior to the Effective
Time, the parties may (a) extend the time for the performance of any of the
obligations or other acts of the other parties, (b) waive any inaccuracies in
the representations and warranties contained in this Agreement or in any
document delivered pursuant to this Agreement or (c) subject to the proviso of
Section 8.03, waive compliance with any of the agreements or conditions
contained in this Agreement. Any agreement on the part of a party to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party. The failure of any party to this Agreement to
assert any of its rights under this Agreement or otherwise shall not constitute
a waiver of such rights.

            Section 8.05 Procedure for Termination, Amendment, Extension or
Waiver.

            (a)   A termination of this Agreement pursuant to Section 8.01, an
amendment of this Agreement pursuant to Section 8.03 or an extension or waiver
pursuant to Section 8.04 shall, in order to be effective, require in the case of
Parent, Sub or the Company, action by its Board of Directors or the duly
authorized designee of its Board of Directors; provided, that in the case of the
Company and in the event the Offer has been consummated and the shares of
Company Common Stock have been purchased pursuant thereto, such action shall
also require action by a majority of the Independent Directors.

            (b)   The Company may terminate this Agreement pursuant to Section
8.01(e) only if (i) the Company Board has received a Superior Company Proposal,
(ii) in light of such Superior Company Proposal the Company Board shall have
determined in good faith, after consultation with outside counsel, that it is
necessary for the Company Board to withdraw or modify its approval or
recommendation of this Agreement, the Offer or the Merger in order to act in a
manner consistent with its fiduciary duty under applicable Law, (iii) the
Company has notified Parent in writing of the determinations described in clause
(ii) above, (iv) at least three

                                       38

business days following receipt by Parent of the notice referred to in clause
(iii) above, and taking into account any revised proposal made by Parent since
receipt of the notice referred to in clause (iii) above, such Superior Company
Proposal remains a Superior Company Proposal and the Company Board has again
made the determinations referred to in clause (ii) above, (v) the Company is in
compliance with Section 5.02, (vi) the Company has previously paid the fee due
under Section 6.07 and (vii) the Company Board concurrently approves, and the
Company concurrently enters into, a definitive agreement providing for the
implementation of such Superior Company Proposal.

                                   ARTICLE IX

                               GENERAL PROVISIONS

            Section 9.01 Nonsurvival of Representations and Warranties. None of
the representations and warranties in this Agreement or in any instrument
delivered pursuant to this Agreement shall survive the Effective Time. This
Section 9.01 (including any rights arising out of any breach of such
representations and warranties) shall not limit any covenant or agreement of the
parties which by its terms contemplates performance after the Effective Time.

            Section 9.02 Notices. All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and shall be
deemed given (i) seven days after mailing by certified mail, (ii) when delivered
by hand, (iii) upon confirmation of receipt by telecopy or (iv) one business day
after sending by overnight delivery service, to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

            (a)   if to Parent or Sub, to

                  Vision Holding Corp.
                  c/o Berkshire Partners LLC
                  One Boston Place, Suite 3300
                  Boston, MA 02108
                  Attention: D. Randolph Peeler
                  Facsimile: 617-227-6105

                  with a copy to:

                  Weil, Gotshal & Manges LLP
                  100 Federal Street
                  Boston, MA 02110
                  Attention: Steven M. Peck, Esq.
                  Facsimile: 617-772-8333

            (b)   if to the Company, to

                  National Vision, Inc.
                  c/o Peter Socha

                                       39

                  James River Coal Company
                  901 East Byrd Street
                  Suite 1600
                  Richmond, VA 23219
                  Facsimile: 804-780-0643

                  with a copy to:

                  Kilpatrick Stockton LLP
                  1100 Peachtree Street
                  Atlanta, Georgia 30309
                  Attention:  David A. Stockton, Esq.
                  Facsimile: (404)815-6555

            Section 9.03 Definitions. For purposes of this Agreement:

      An "affiliate" of any person means another person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such first person.

      A "key employee" means an employee of the Company or any Company
Subsidiary whose total annual compensation (including incentive compensation),
for the 2004 fiscal year, exceeded $150,000.

      A "material adverse effect" on a party means a material adverse effect on
the business, assets, condition (financial or otherwise), prospects or results
of operations of such party and its subsidiaries, taken as a whole, other than
effects due to (A) general economic, market or political conditions or (B)
matters generally affecting the industry in which such party operates.

      A "person" means any individual, firm, corporation, partnership, company,
limited liability company, trust, joint venture, association, Governmental
Entity or other entity.

      A "subsidiary" of any person means another person, an amount of the voting
securities, other voting ownership or voting partnership interests of which is
sufficient to elect at least a majority of its Board of Directors or other
governing body (or, if there are no such voting interests, 50% or more of the
equity interests of which) is owned directly or indirectly by such first person.

      "to the knowledge" of any specified corporation means to the actual
knowledge of any director or officer of such corporation. "To the knowledge" of
the Company means the actual knowledge of the directors of the Company and each
of Reade Fahs, J. Bruce Steffey, Paul A. Criscillis, Jr., Mitchell Goodman,
Robert Stein, Robert Schnelle, Desmond Taylor, Paul Gross and Charlie Folle, in
each case after due inquiry.

            Section 9.04 Interpretation; Disclosure Letters. When a reference is
made in this Agreement to a Section, such reference shall be to a Section of
this Agreement unless otherwise indicated. The table of contents and headings
contained in this Agreement are for

                                       40

reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation". Any matter disclosed in any section of the
Company Disclosure Letter shall be deemed disclosed for the purposes of any
Sections of this Agreement for which such disclosed matter would apply to the
extent the Parent is reasonably put on notice by the nature of such disclosure.

            Section 9.05 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.

            Section 9.06 Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties.

            Section 9.07 Entire Agreement; Third-Party Beneficiaries. This
Agreement, taken together with the Company Disclosure Letter and the
Confidentiality Agreement, (a) constitute the entire agreement, and supersede
all prior agreements and understandings, both written and oral, among the
parties with respect to the Transactions and (b) except for the provisions of
Article II, Section 6.04 and Section 6.06, are not intended to confer upon any
person other than the parties any rights or remedies.

            Section 9.08 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Georgia, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.

            Section 9.09 Assignment. Neither this Agreement nor any of the
rights, interests or obligations under this Agreement shall be assigned, in
whole or in part, by operation of law or otherwise by any of the parties without
the prior written consent of the other parties, except that Sub may assign, in
its sole discretion, any of or all its rights, interests and obligations under
this Agreement to Parent or to any direct or indirect wholly owned subsidiary of
Parent, but no such assignment shall relieve Sub of any of its obligations under
this Agreement. Any purported assignment without such consent shall be void.
Subject to the preceding sentences, this Agreement will be binding upon, inure
to the benefit of, and be enforceable by, the parties and their respective
successors and assigns.

            Section 9.10 Enforcement. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to

                                       41

enforce specifically the terms and provisions of this Agreement in any Georgia
or Massachusetts state court or any Federal court located in the State of
Georgia or the Commonwealth of Massachusetts, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (a) consents to submit itself to the personal jurisdiction
of any Georgia or Massachusetts state court or any Federal court located in the
State of Georgia or the Commonwealth of Massachusetts in the event any dispute
arises out of this Agreement or any Transaction, (b) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, and (c) waives any right to trial by jury with
respect to any action related to or arising out of this Agreement or any
Transaction.

            Section 9.11 Consents. Whenever this Agreement requires or permits
consent by or on behalf of any party hereto, such consent shall be given in
writing in a manner consistent with the requirements for a waiver of compliance
as set forth in Sections 8.04 and 8.05. Sub hereby agrees that any consent or
waiver of compliance given by Parent hereunder shall be conclusively binding
upon it, whether given expressly on its behalf or not.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

                                       42

      IN WITNESS WHEREOF, Parent, Sub and the Company have duly executed this
Agreement, all as of the date first written above.

                                        Vision Holding Corp.


                                        By:  /s/ David R. Peeler
                                        ----------------------------------------
                                        Name:    David R. Peeler
                                        Title:   President


                                        Vision Acquisition Corp.


                                        By:  /s/ David R. Peeler
                                        ----------------------------------------
                                        Name:    David R. Peeler
                                        Title:   President


                                        National Vision, Inc.


                                        By:  /s/ Peter T. Socha
                                        ----------------------------------------
                                        Name:    Peter T. Socha
                                        Title:   Chair, Special Committee of the
                                                 Board of Directors


                                       43

                                                                  Execution Copy

                                    EXHIBIT A

                             CONDITIONS OF THE OFFER

      Notwithstanding any other term of the Offer or this Agreement, Sub shall
not be required to accept for payment or, subject to any applicable rules and
regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating
to Sub's obligation to pay for or return tendered shares of Company Common Stock
promptly after the termination or withdrawal of the Offer), to pay for any
shares of Company Common Stock tendered pursuant to the Offer unless (i) there
shall have been validly tendered and not withdrawn prior to the expiration of
the Offer that number of shares of Company Common Stock which, together with
that number of shares of Company Common Stock owned by Parent, Sub and Parent's
other subsidiaries (including any shares purchased pursuant to the Top Up
Option), would represent more than sixty-seven percent (67%) of the Fully
Diluted Shares (the "Minimum Tender Condition"), (ii) any waiting period under
the HSR Act applicable to the purchase of shares of Company Common Stock
pursuant to the Offer shall have expired or been terminated, (iii) the Company
shall have closed the transactions contemplated by the CVG Agreement and
received the debt financing contemplated by the Financing Commitments, (iv) the
Company shall have received consents from the persons listed in Schedule 3.05(b)
of the Company Disclosure Letter, which consents waive any default under or
right to terminate the Contracts referred to therein that would otherwise have
resulted from the Offer, the Merger or the other Transactions, and (v) the
Company shall have obtained the written consent of holders of Company Stock
Options issued and outstanding under the Company's Restated Stock Option and
Incentive Award Plan to cancel all such Company Stock Options as contemplated in
Section 6.04(a) of this Agreement. The term "Fully Diluted Shares" means all
outstanding securities, as of 12:00 midnight on the expiration date of the
Offer, entitled generally to vote in the election of directors of the Company on
a fully diluted basis, after giving effect to the exercise or conversion of all
options, rights and securities exercisable (taking into account acceleration of
exercisability that would result from the transactions contemplated hereby) or
convertible into such voting securities. Furthermore, notwithstanding any other
term of the Offer or this Agreement, Sub shall not be required to accept for
payment or, subject as aforesaid, to pay for any shares of Company Common Stock
not theretofore accepted for payment or paid for, and may terminate or amend the
Offer, (A) with the consent of the Company or (B) without the consent of the
Company at any time on or after the date of this Agreement and before the first
acceptance of such shares for payment or the payment therefor when any of the
following conditions exists:

            (a)   there shall be threatened or pending any suit, action or
proceeding (other than by Parent or Sub, a stockholder of Parent (that is not
also a stockholder of the Company) or Sub or any person affiliated with Parent
or Sub) which, in the reasonable judgment of Parent, has a reasonable likelihood
of success or would require the expenditure of funds that are material in
relation to the Company and its subsidiaries taken as a whole to defend (i)
challenging the acquisition by Parent or Sub of any Company Common Stock,
seeking to restrain or prohibit the making or consummation of the Offer or the
Merger, or seeking to obtain from the Company, Parent or Sub any damages that
are material in relation to the Company and its subsidiaries taken as a whole,
(ii) seeking to prohibit or limit the ownership or operation by the Company,
Parent or any of their respective subsidiaries of any material portion of the
business or assets of the Company and its subsidiaries taken as whole or Parent
and its subsidiaries taken as a whole, or to compel the Company, Parent or any
of their respective subsidiaries to dispose of or hold separate any material
portion of the business or assets of the

                                       1

Company and its subsidiaries taken as whole or Parent and its subsidiaries taken
as a whole, as a result of the Offer or the Merger, (iii) seeking to prohibit or
limit the ownership or operation by the Company or CVG or any of their
respective subsidiaries of any material portion of the business or assets of CVG
and its subsidiaries taken as whole, or to compel the Company or CVG or any of
their respective subsidiaries to dispose of or hold separate any material
portion of the business or assets of CVG and its subsidiaries taken as whole, as
a result of the transactions contemplated by the CVG Agreement, (iv) seeking to
impose material limitations on the ability of Parent or Sub to acquire or hold,
or exercise full rights of ownership of, any shares of Company Common Stock,
including the right to vote the Company Common Stock acquired by it on all
matters properly presented to the stockholders of the Company or (vi) seeking to
prohibit Parent or any of its subsidiaries from effectively controlling in any
material respect the business or operations of the Company, the Company
Subsidiaries or CVG;

            (b)   any Law or Judgment enacted, entered, enforced, promulgated,
amended or issued with respect to, or deemed applicable to, or any required
consent or approval withheld with respect to, (i) Parent, the Company, CVG or
any of their respective subsidiaries, or (ii) the Offer or the Merger, by any
Governmental Entity that is reasonably likely to result, directly or indirectly,
in any of the consequences referred to in paragraph (a) above;

            (c)   since the date of this Agreement there shall have occurred any
event, change, effect or development that, individually or in the aggregate, has
had or would reasonably be expected to have, a Company Material Adverse Effect;

            (d)   the Company Board or any committee thereof shall have
withdrawn or modified in a manner adverse to Parent or Sub, or publicly proposed
to withdraw or modify in a manner adverse to Parent or Sub, its approval or
recommendation of this Agreement, the Offer or the Merger, failed to recommend
to the Company's stockholders that they accept the Offer or approved or
recommended, or publicly proposed to approve or recommend, any Company Takeover
Proposal;

            (e)   any of the representations and warranties of the Company
contained in the Agreement (as each such representation or warranty would read
if all qualifications as to materiality or knowledge were deleted therefrom)
shall not be true and correct when made or at any time prior to the consummation
of the Offer as if made at and as of such time except where the failure to be so
true and correct, individually or in the aggregate, has not had and would not
reasonably be expected to have, a Company Material Adverse Effect;

            (f)   the Company shall have failed to perform in any material
respect any obligation or to comply in any material respect with any agreement
or covenant of the Company to be performed or complied with by it under this
Agreement, which failure to perform or comply cannot be or has not been cured
within ten days after the giving of written notice to the Company of such
breach;

            (g)   the CVG Agreement shall have been terminated by either the
Company or CVG; or

            (h)   this Agreement shall have been terminated in accordance with
its terms;

            which, in the sole and good faith judgment of Sub or Parent, in any
such case, and regardless of the circumstances giving rise to any such condition
(including any action or inaction by Parent or any of its affiliates), makes it
inadvisable to proceed with such acceptance for payment or payment.

      The foregoing conditions, including those contained in clauses (i), (ii),
(iii), (iv) and (v) of the first paragraph of this Exhibit A, are for the sole
benefit of Sub and Parent and, subject to Section 1.01(a), may be asserted by
Sub or Parent regardless of the circumstances giving rise to such condition or
may be waived by Sub and Parent in whole or in part at any time and from time to
time in their sole discretion (subject to the terms of this Agreement). The
failure by Parent, Sub or any other affiliate of Parent at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right, the
waiver of any such right with respect to particular facts and circumstances
shall not be deemed a waiver with respect to any other facts and circumstances
and each such right shall be deemed an ongoing right that may be asserted at any
time and from time to time.

Exhibit (d)(2)

		CONFIDENTIALITY AGREEMENT
		February 23, 2005

Ms. Jeanine Neumann
Director — Client Services
Berkshire Partners, L.L.C.
One Boston Place
Suite 3300
Boston, MA 02108

Dear Ms. Neumann:

     TM Capital Corp. (“TM Capital”) has been retained by National Vision, Inc. (the “Company”) as its exclusive financial advisor in connection with the Company’s evaluation of strategic alternatives. You are being provided information concerning the Company exclusively in connection with your investigation thereof. Restrictions concerning the use of such information shall be applicable to you and to all of your affiliates.

     TM Capital, as agent of the Company, is furnishing to you certain information (together with any notes, analyses and other information related thereto or based thereon, referred to herein as the “Evaluation Material”) concerning the Company, and may furnish additional Evaluation Material in the future, which is strictly confidential. You agree that any Evaluation Material furnished to you by officers, directors, employees, agents or representatives of the Company or TM Capital will be kept strictly confidential. In no event shall you use such Evaluation Material for any purpose except in connection with your investigation of the Company; provided, however, that you may disclose the Evaluation Material only to your officers, directors, employees, legal counsel, accountants or financial advisors (collectively, “Representatives”) who need to know such information for the purpose of assisting you in reviewing the Company, all of whom shall be informed by you of this Confidentiality Agreement and shall agree to be bound by the terms hereof.

     You agree not to make such Evaluation Material available to any other person or group for any other purpose whatsoever. You further agree that without the prior written consent of the Company, you will not disclose to any third party the fact that you have received confidential Evaluation Material on the Company, or that discussions or negotiations are taking place or have taken place, or the status thereof.

     The foregoing restrictions with respect to Evaluation Material furnished to you shall not apply to any Evaluation Material which you demonstrate (i) is or becomes generally available to the public other than as a result of disclosure by you or your Representatives, (ii) is or becomes available to you on a non-confidential basis prior to disclosure to you by the Company or its representatives, (iii) is or becomes available to you on a non-confidential basis from a source other than the Company or its representatives, which source was itself not prohibited from disclosing such information by a contractual or other