UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                        DATE OF REPORT (DATE OF EARLIEST
                         EVENT REPORTED) APRIL 20, 2001
                               VISTA EYECARE, INC.

             (Exact name of registrant as specified in its charter)
                           Commission File No: 0-20001

          GEORGIA                              58-1910859
- -------------------------------         -------------------------------
(State or other jurisdiction of         (I.R.S. employer identification
incorporation or organization)          number)

                               296 GRAYSON HIGHWAY
                          LAWRENCEVILLE, GEORGIA 30045
                    (Address of principal executive offices)

                                 (770)-822-3600
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

On April 20, 2001, Vista Eyecare,  Inc. (the "Company" or "Vista") completed the
sale of its  freestanding  retail  operations  to  Vista  Acquisition  LLC  (the
"Buyer"). Vista received consideration of approximately $7.5 million, consisting
of $6.0  million in cash and $1.5 million in notes  receivable.  The assets sold
consist  primarily of  furniture,  fixtures and inventory at  approximately  200
freestanding locations and inventory and equipment at the Fullerton,  California
laboratory/distribution center.

In a related  transaction,  Vista  agreed to sell to the Buyer its interest in a
subsidiary for $1.0 million note  receivable.  This subsidiary owns a portion of
the equipment in  approximately  half of the  freestanding  locations sold. This
transaction is expected to close in June 2001. For purposes of the unaudited pro
forma financial information, these transactions have been combined.

7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(b)      Pro forma Financial Information

     Unaudited Pro Forma Condensed Consolidated Financial Data
     of Vista Eyecare, Inc. and Subsidiaries

     PF-1

     Unaudited Pro Forma Condensed Consolidated Balance Sheet
     as of December 30,

     2000                                                                 PF-2

     Vista Eyecare, Inc. and Subsidiaries Notes to Unaudited Pro Forma
     Condensed Consolidated Balance Sheet                                 PF-3

     Unaudited Pro Forma Condensed Consolidated Statement of

     Operations for the Year Ended December 30, 2000                      PF-4

     Vista Eyecare, Inc. and Subsidiaries Notes to Unaudited Pro

     Forma Condensed Consolidated Statement of Operations                  PF-5

          UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA OF
                      VISTA EYECARE, INC. AND SUBSIDIARIES

         The  accompanying  unaudited  pro  forma  consolidated   statements  of
operations  for the year ended  December  30, 2000  present the results of Vista
Eyecare,  Inc.  ("Vista"  or  the  "Company"),  excluding  the  results  of  the
freestanding  operations,  as if such  operations  had been  disposed  of at the
beginning of the period  presented.  The  unaudited  pro forma balance sheet has
been prepared  assuming the disposition  took place as of December 30, 2000. For
purposes  of this  pro  forma  information,  the  "disposition  of  freestanding
operations" refers to (1) the April 2001 sale of the freestanding  locations and
(2) the related sale of the Vista  subsidiary  that is expected to close in June
2001.

         The unaudited pro forma consolidated  statement of operations,  balance
sheet and notes  thereto  should be read in  conjunction  with the  consolidated
financial  statements  included in the Company's  Annual Report on Form 10-K for
the year ended December 30, 2000.

         The pro forma information includes certain adjustments and estimates by
management.  This information  does not necessarily  reflect actual results that
would  have  occurred  nor is it  necessarily  indicative  of future  results of
operations of the Company  without the  freestanding  operations.  The Pro Forma
Financial Statements should be read in conjunction with the notes thereto.

                                      PF-1

                               VISTA EYECARE, INC.

            UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

                             AS OF DECEMBER 30, 2000

                             (AMOUNTS IN THOUSANDS)

                                                            VISTA          PRO FORMA                   VISTA
                                                          HISTORICAL      ADJUSTMENTS                PRO FORMA
                                                        --------------  -----------------        -----------------
                                                                                                
ASSETS
Cash and short-term investments                                 8,066               (23) (a)

                                                                                   6,000 (b)               14,043

Accounts receivable                                            10,119              (106) (a)

                                                                                   2,500 (b)               12,512

Inventory                                                      31,478            (7,108) (a)               24,370
Other current assets                                            1,590              (715) (a)                  875
                                                        --------------  -----------------        -----------------
     Total current assets                                      51,253                548                   51,801

Property, plant and equipment, gross                           89,663            (1,736) (a)               87,927
     Less accumulated depreciation                           (60,092)                676 (a)             (59,416)
                                                        --------------  -----------------        -----------------
Property, plant and equipment, net                             29,571            (1,060) (a)               28,511

Goodwill                                                        1,913                                       1,913
Other assets                                                    7,766              (358) (a)                7,408
Deferred income tax asset                                         385                                         385
                                                        --------------  -----------------        -----------------
       Total assets                                             90,888              (870)                   90,018
                                                        ==============  =================        =================

Liabilities and shareholders' (deficit)/equity

Liabilities not subject to compromise Current liabilities:

       Accounts payable                                           783               (228) (a)
                                                                                      200  (c)      755
       Accrued expenses                                        19,693                                      19,693
       Term loan and revolver                                  12,911                                      12,911
                                                        --------------  -----------------        -----------------
         Total current liabilities                            33,387               (28)                   33,359

Liabilities subject to compromise                             170,824                                     170,824

Shareholders' (deficit)/equity
     Common stock                                                 211                                         211
     Additional paid in capital                                47,387                                      47,387
     Retained earnings                                        (156,848)              (642) (d)

                                                                                   (200)  (c)           (157,690)
     Cumulative translation adjustment                        (4,073)                                     (4,073)
                                                        ----------------------------------------------------------
       Total shareholders' (deficit)/equity                 (113,323)              (842)                (114,165)

Total liabilities and shareholders' (deficit)/equity           90,888              (870)                   90,018
                                                        ==============  =================        =================

                                                            PF-2

                      VISTA EYECARE, INC. AND SUBSIDIARIES

        NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

         The Condensed  Consolidated  Unaudited Pro Forma Balance Sheet has been
prepared as if the sale of the freestanding  operations  occurred as of December
30,  2000.  For  purposes of this pro forma  information,  the  "disposition  of
freestanding  operations"  refers to (1) the April 2001 sale of the freestanding
locations and (2) the related sale of the Vista  subsidiary  that is expected to
close in June 2001.

(a)      This item  represents  the  elimination  of  freestanding  assets sold,
         including    the    disposition    of   the    Fullerton,    California
         laboratory/distribution center.

(b)      This item represents the consideration received of $6.0 million in cash
         and $2.5  million  in notes  receivable.  The notes are due in 2004 and
         bear interest at the prime rate, which  approximated  6.5% in 2000. The
         notes may be repaid  in cash  and/or  eyeglass  frames  within  certain
         limits as permitted by the Purchase Agreement.

(c)      This item  represents  the accrual of severance for employees that were
         terminated  as  a  result  of  the  disposition  of  the   freestanding
         operations.

(d)      This item reflects the loss on the sale of the freestanding operations.

                                      PF-3

                                                VISTA EYECARE, INC.

                         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                                        FOR THE YEAR ENDED DECEMBER 30, 2000

                                   (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                            VISTA          PRO FORMA                  VISTA
                                                         HISTORICAL       ADJUSTMENTS               PRO FORMA

                                                        --------------  -----------------        -----------------
                                                                                                 
Net sales                                                     307,694           (60,779) (e)              246,915
Cost of goods sold                                            143,458           (30,024) (e)              113,434
                                                        --------------  -----------------        -----------------

Gross profit                                                  164,236           (30,755) (e)              133,481
Selling, general and administrative expense                   166,364           (46,376) (e)              119,988
Impairment loss on long-lived assets                            2,684            (2,684) (e)                    -
Restructuring expense                                           1,601            (1,601) (e)                    -
                                                        --------------  -----------------        -----------------

Operating (loss)/income                                        (6,413)            19,906 (e)               13,493
Interest expense                                                7,723              (163) (f)                7,560
                                                        --------------  -----------------        -----------------

Earnings/(loss) before reorganization expense & taxes        (14,136)             20,069                    5,933
Reorganization items                                          121,539           (113,371) (g)
                                                                                     642  (h)
                                                                                     200  (i)               9,010
Loss before taxes and extraordinary item                    (135,675)            132,598                   (3,077)
Income tax benefit                                                 -                  -   (j)                   -
                                                        --------------  -----------------        -----------------

Net loss before extraordinary item and cumulative
effect                                                      (135,675)            132,598                  (3,077)
                                                        ==============  =================        =================

Loss per share before extraordinary item and cumulative effect:

       Basic loss per share                                $   (6.41)         $     6.26             $     (0.15)

     Diluted loss per share                                $   (6.41)         $     6.26             $     (0.15)

                                                             PF-4

                      VISTA EYECARE, INC. AND SUBSIDIARIES

   NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

         The Condensed  Consolidated Unaudited Pro Forma Statement of Operations
has been prepared as if the sale of the freestanding  operations occurred at the
beginning of the fiscal year ended  December 30, 2000.  The  unaudited pro forma
statement of operations  excludes the historical  impact of extraordinary  items
and the cumulative effect of a change in accounting  principle,  as appropriate.
For purposes of this pro forma  information,  the  "disposition  of freestanding
operations" refers to (1) the April 2001 sale of the freestanding  locations and
(2) the related sale of the Vista  subsidiary  that is expected to close in June
2001.

(e)      This item represents the elimination of freestanding operations for the
         year ended December 30, 2000.

(f)      This  item  represents  interest  earned on the $2.5  million  of Notes
         Receivable at 6.5% per annum, assuming no principal repayments.

(g)      This item  represents the elimination of the impairment of fixed assets
         and goodwill and other  reorganization items which specifically related
         to the freestanding operations.

(h)      This  item  represents  the  loss  on  the  sale  of  the  freestanding
         locations. The loss was calculated as follows:

         Cash Proceeds                                                $  6,000
         Notes Receivable                                                2,500
                                                                       -------

         Proceeds from Sale                                              8,500
         Less:    Net Book Value of Assets Sold at December 30, 2000    (9,142)
                                                                       --------

                  Loss on Sale                                        $   (642)
                                                                      =========

(i)      This item  represents  the accrual of severance for employees that were
         terminated  as  a  result  of  the  disposition  of  the   freestanding
         operations.

(j)      No adjustment has been made for the tax effect of the above adjustments
         due to the  uncertainty  of the  realizability  of the current year net
         operating losses.

                                      PF-5

(c )     Exhibits

2.1      Asset  Purchase  Agreement  between  Vista  Acquisition  LLC and  Vista
         Eyecare, Inc. dated February 22, 2001.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        VISTA EYECARE, INC.

                                        (Registrant)

                                        BY: Angus C. Morrison

                                        Angus C. Morrison
                                        Senior Vice President, Chief Financial
                                        Officer and Treasurer

                                        Dated: May 7, 2001

                          ASSET PURCHASE AGREEMENT

                                     BETWEEN

                             VISTA ACQUISITION LLC

                                      AND

                               VISTA EYECARE, INC.

                          AND THE SELLERS NAMED HEREIN

                                FEBRUARY 22, 2001

                               Table of Contents

                                                                         Page

1.       Definitions.......................................................1

2.       Basic Transaction.................................................9
         (a)   Purchase and Sale of Assets.................................9
         (b)   Excluded Assets.............................................9
         (c)   Assumption of Liabilities...................................9
         (d)   Excluded Liabilities........................................9
         (e)   Excluded Vision Centers.....................................9
         (f)   Relocation Offices..........................................10
         (g)   Laboratory..................................................10
3.       Purchase Price....................................................10
         (a)   Amount......................................................10
         (b)   Deposit.....................................................10
         (c)   Allocation of Purchase Price................................11
         (d)   Transfer Taxes..............................................11
         (e)   Prorations..................................................11
         (f)   Closing Date Inventory......................................11
         (g)   Adjustment to Stated Value..................................11
         (h)   Reconciliation..............................................12
         (i)   Adjustment to Mix...........................................12
4.       The Closing.......................................................12
         (a)   The Closing.................................................12
         (b)   Payment of Purchase Price...................................13
         (c)   Deliveries by the Sellers...................................13
         (d)   Deliveries by the Buyer.....................................14
         (e)   Pre-Closing.................................................14
5.       Representations and Warranties of the Sellers.....................15
         (a)   Organization of the Seller..................................15
         (b)   Authorization of Transaction................................15
         (c)   Noncontravention............................................15
         (d)   Brokers' Fees...............................................16
         (e)   Title to Acquired Assets....................................16
         (f)   Profit and Loss Statements..................................16
         (g)   Legal Compliance............................................16
         (h)   Tax Matters.................................................16
         (i)   Real Property...............................................16
         (j)   Assumed Agreements..........................................17
         (k)   Litigation..................................................17

                                       i

         (l)   Employee Benefits...........................................17
         (m)   Environmental, Health, and Safety Matters...................18
         (n)   Employees and Optometrists..................................18
         (o)   Maintenance.................................................19
         (p)   Inventory...................................................19
         (q)   Marks.......................................................19
         (r)   Insurance...................................................19
         (s)   Disclaimer of other Representations and Warranties..........19
6.       Representations and Warranties of the Buyer.......................20
         (a)   Organization of the Buyer...................................20
         (b)   Authorization of Transaction................................20
         (c)   Noncontravention............................................20
         (d)   Brokers' Fees...............................................20
         (e)   Availability of Funds.......................................20
7.       PreClosing Covenants..............................................20
         (a)   General.....................................................20
         (b)   Notices and Consents........................................20
         (c)   Operation of Business.......................................21
         (d)   Full Access,................................................21
         (e)   Confidentiality Agreement...................................21
         (f)   Notice of Developments......................................22
         (g)   Public Statements...........................................22
         (h)   Employees...................................................22
         (i)   Submissions to Bankruptcy Court.............................22
         (j)   Changes to Assets and Adjustment of  Purchase Price.........23
         (k)   No Solicitation.............................................23
         (l)   Certain Inventory...........................................23
         (m)   No Contrary Plan............................................23
8.       Conditions to Obligation to Close.................................23
         (a)   Conditions to Obligation of the Buyer.......................23
         (b)   Conditions to Obligation of the Sellers.....................24
         (c)   Leases......................................................25
9.       Post-Closing Covenants............................................26
         (a)   General.....................................................26

                                       ii

         (b)   Litigation Support..........................................26
         (c)   Transition..................................................26
         (d)   Tax Assistance..............................................26
         (e)   Tax Responsibility..........................................27
         (f)   Prorations and Cash Losses..................................27
         (g)   Solicitation of Employees...................................27
         (h)   Solicitation of Customers...................................28
         (i)   Managed Care Contracts......................................28
         (j)   Return Policy...............................................28
10.      Indemnification...................................................28
         (a)   Indemnification Provisions for Benefit of the Buyer.........28
         (b)   Indemnification Provisions for Benefit of the Seller........29
         (c)   Procedures..................................................29
         (d)   Adjustment of Purchase Price................................30
         (e)   Limitations and Exclusivity.................................30
         (f)   Maximum Exposure............................................30
11.      Termination.......................................................30
         (a)   Termination of Agreement....................................30
         (b)   Effect of Termination.......................................31
12.      Miscellaneous.....................................................32
         (a)   Survival of Representations and Warranties..................32
         (b)   Corporate Names.............................................32
         (c)   No Third-Party Beneficiaries................................32
         (d)   Entire Agreement............................................32
         (e)   Succession and Assignment...................................32
         (f)   Counterparts................................................32
         (g)   Headings....................................................33
         (h)   Notices.....................................................33
         (i)   Governing Law...............................................33
         (j)   Amendments and Waivers......................................33
         (k)   Severability................................................33
         (l)   Expenses....................................................33
         (m)   Construction and Interpretation.............................33
         (n)   Incorporation of Exhibits and Schedules.....................34

                                      iii

         (o)   Waiver of Right to Rescind..................................34
         (p)   Disputes....................................................34
         (q)   Bankruptcy Court Approval...................................34

                                       iv

EXHIBITS
- --------

Exhibit A         Form of Assignment and Assumption of Leases
Exhibit B         Form of Bill of Sale
Exhibit C         Form of Buyer Note
Exhibit D         Form of Collateral Documents
Exhibit E         Form of Escrow Agreement
Exhibit F         Form of Facility Sublease
Exhibit G         Form of Instrument of Assumption
Exhibit H         Form of Intellectual Property Assignment
Exhibit I         Form of Note Agreement
Exhibit J         Form of ProCare Agreement
Exhibit K         Form of Supply Agreement
Exhibit L         Form of Temporary IT Services Agreement
Exhibit M         Form of Vista License
Exhibit N         Form of Optometric Agreements

SCHEDULES
- ---------

Schedule 2(b)              Ancillary Assets
Schedule 2(c)              Assumed Obligations
Schedule 2(e)              Excluded Vision Centers
Schedule 3(c)              Allocation Schedule
Schedule 4(c)              Facility
Schedule 5(c)              Consents
Schedule 5(f)              Profit and Loss Statements
Schedule 5(h)              Income Tax Returns
Schedule 5(i)              Vision Centers
Schedule 5(j)              Additional Assumed Agreements
Schedule 5(k)              Litigation
Schedule 5(l)              Employee Benefit Plans
Schedule 5(n)(ii)          Employees
Schedule 5(n)(iii)         Optometrists
Schedule 5(q)              Marks
Schedule 5(r)              Insurance

                            ASSET PURCHASE AGREEMENT

         Agreement  entered  into as of February  22,  2001,  by and between and
Vista Eyecare,  Inc., a Georgia  corporation  ("Vista"),  Frame-n-Lens  Optical,
Inc.,  a  California  corporation  ("F&L"),  Midwest  Vision,  Inc., a Minnesota
corporation  ("Midwest"),  and New West Eyeworks,  Inc., a Delaware  corporation
("New  West"),  each as debtor  and  debtor in  possession  (all the  foregoing,
collectively,  the "Sellers"),  and Vista  Acquisition LLC, a limited  liability
company  organized  under the laws of Delaware (the "Buyer").  The Buyer and the
Sellers are referred to collectively herein as the "Parties."

         WHEREAS,  on April 5, 2000,  the Sellers and  certain  related  parties
filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court for the Northern District of Georgia; and

         WHEREAS,  this Agreement  contemplates a transaction in which the Buyer
will purchase certain of the assets (and assume only certain of the liabilities)
of the Sellers on the terms and subject to the conditions set forth herein; and

         WHEREAS,  this  Agreement  contemplates  an  agreement  to be  executed
simultaneously with this Agreement pursuant to which the Buyer will purchase the
capital  stock of ProCare Eye Exam,  Inc., a California  corporation,  from F&L,
which transaction may close on a date different from the closing date under this
Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises herein made, and in consideration of the  representations,  warranties,
and covenants herein contained, the Parties agree as follows.

         1. Definitions.  The following terms shall have the following  meanings
in this Agreement and correlative terms shall have correlative meanings.

         "Accounting Firm" means Arthur Andersen LLP.

         "Accounts Receivable" means (a) outstanding accounts receivable for the
Vision Centers as of the Closing Date arising solely out of Retail Transactions,
and (b)  outstanding  accounts  receivable  owing from the  Optometrists  to the
Sellers.

         "Acquired Assets" means all of the right,  title, and interest that the
Sellers  possess and have the right to transfer in and to the  following  assets
associated with the Vision Centers and the Laboratory  (whether or not reflected
on the  books  and  records  of  Sellers):  (a) real  property  and  leaseholds,
improvements,  and fixtures thereon,  (b) tangible personal property (except for
the Satis  System)  located  thereon or in transit  thereto  (such as machinery,
equipment, inventories of raw materials and supplies, manufactured and purchased
parts, goods in process, finished goods, and furniture),  (c) subject to Section
7(j)(i)  below,  the Satis  System,  (d) the Lanes,  if any,  provided  by Vista
pursuant to Section 7(j)(ii) below,  (e) all intangible  assets and intellectual
property rights  relating  exclusively to the Vision Centers and the Laboratory,
including all rights to the Marks and the goodwill associated therewith, (f) the
Assumed Agreements (including any Security Deposits), (g) franchises, approvals,
permits, licenses, orders, registrations,  certificates,  variances, and similar
rights obtained from Governmental  Entities,  (h) the Accounts  Receivable,  (i)
cash in the amount of $100 per Vision Center, (j) patient lists and records, (k)
books and records relating exclusively to

the  Vision  Centers  and the  Laboratory,  (l)  data,  data  bases and the like
relating exclusively or primarily to the Vision Centers and the Laboratory,  (m)
telephone numbers relating exclusively or primarily to the Vision Centers or the
Laboratory and (n) all Exclusive Assets.

         "Adjustment Deposit" has the meaning set forth in Section 3(b) below.

         "Adverse  Consequences"  means  all  claims,  demands,  damages,  dues,
penalties, fines, costs, amounts paid in settlement,  liabilities, Taxes, liens,
losses,  expenses,  and fees, including court costs and reasonable attorney fees
and expenses.

         "Affiliate"  has the meaning set forth in Rule 12b2 of the  regulations
promulgated under the Securities Exchange Act of 1934.

         "Agreement" has the meaning set forth in Section 12(m) below.

         "Alternative  Offer"  means  any  proposal  or offer to Vista  from any
Person other than the Buyer or its Affiliates for a merger, consolidation, share
exchange or other business  combination  pursuant to which a Person acquires (a)
all or substantially all of the Acquired Assets or (b) control of one or more of
the Sellers.

         "Ancillary  Assets"  means the  telecommunications,  network and office
equipment listed on Schedule 2(b).

         "Approved Person" has the meaning set forth in Section 12(e) below.

         "Assignment   and  Assumption  of  Leases"  means  the  assignment  and
assumption  agreement to be executed and delivered at the Closing by the Sellers
and the Buyer, substantially in the form of Exhibit A.

         "Assumed   Agreements"  means  (a)  the  Leases,   (b)  the  Optometric
Agreements,  and (c) any other agreements,  contracts,  understandings and other
arrangements  (including any amendments to any of the foregoing) which relate to
the Vision Centers and the Laboratory and are listed on Schedule 5(j).

         "Assumed Obligations" means all liabilities and obligations accruing on
or after the Closing Time either (a) under the Assumed  Agreements or (b) as set
forth on Schedule 2(c).

         "Assumption Order" means an order of the Bankruptcy Court approving the
assumption and assignment of the Assumed Agreements by the Sellers to the Buyer.
The Assumption Order may be part of the Sale Order.

         "Banc One Lease"  means a master lease  agreement  dated as of April 6,
1997 between F&L and Banc One Leasing Corporation, pursuant to which F& L leases
the Satis System.

         "Bankruptcy Code" means title 11 of the United States Code.

         "Bankruptcy  Court" means the United  States  Bankruptcy  Court for the
Northern  District of Georgia or such other court having  jurisdiction  over the
Chapter 11 Case.

         "Baseline Stated Value" means $6,900,000.

                                       2

         "Bid  Procedures  Order" has the meaning  set forth in Section  7(i)(i)
below.

         "Bill of Sale"  means the bill of sale  with  respect  to the  personal
property to be conveyed  by the Sellers to the Buyer  hereunder,  to be executed
and  delivered  by the  Sellers  at the  Closing,  substantially  in the form of
Exhibit B hereto.

         "Book Value" means, with respect to a Vision Center,  the book value of
the associated  inventory of eyeglass frames,  lenses,  and contact lenses as of
the Closing Date, as shown on the books and records of Vista consistent with the
terms of this Agreement.

         "Business  Day" means any day other than  Saturday,  Sunday and any day
which is a legal  holiday or a day on which  banking  institutions  in  Atlanta,
Georgia are authorized by law or other governmental action to close.

         "Buyer" has the meaning set forth in the preface above.

         "Buyer  Closing  Documents"  has the meaning set forth in Section  4(d)
below.

         "Buyer  Note"  means  the  promissory  note of the  Buyer in the in the
original principal amount of $1,500,000,  substantially in the form of Exhibit C
hereto. The principal amount of the Buyer Note may be adjusted as of the Closing
Date pursuant to Section 7(j) below.

         "Chapter  11 Case" means the  Sellers'  reorganization  case  commenced
under the Bankruptcy Code.

         "Closing" has the meaning set forth in Section 4(a) below.

         "Closing Date" has the meaning set forth in Section 4(a) below.

          "Closing Time" has the meaning set forth in Section 4(a) below.

         "Code" means the Internal Revenue Code of 1986.

         "Collateral  Documents"  means (a) the security  agreement  and related
agreements to secure the  obligations  of the Buyer under the Buyer Note and the
Note Agreement and (b) all other documents and  instruments  contemplated by the
Note Agreement,  all to be executed and delivered by the applicable  Sellers and
the Buyer, its Affiliates and the Senior Creditor at the Closing,  substantially
in the form of Exhibit D hereto.

         "Confidentiality  Agreement" means the Confidentiality  Agreement dated
October 11, 2000, between Vista and the Buyer, as modified by a letter agreement
dated as of November 22, 2000.

         "Contemplated  Transactions" means all the transactions contemplated by
this Agreement,  including (a) the execution,  delivery,  and performance of the
Seller Closing Documents and the Buyer Closing Documents and (b) the performance
by the Buyer and the Sellers of their respective covenants and obligations under
this Agreement.

         "Contribution"  means,  with respect to a Vision  Center,  the earnings
before interest,  taxes,  depreciation,  and  amortization,  as reflected on the
Profit and Loss Statements, for the twelve months ending December 31, 2000.

                                       3

         "Department" means the California Department of Managed Health Care.

         "Deposit" has the meaning set forth in Section 3(b) below.

         "Designation Notice" has the meaning set forth in Section 2(e) below.

         "Disputes" has the meaning set forth in Section 12(p) below.

         "Employee"  means an  individual  employed by the Sellers at the Vision
Centers or at the  Laboratory  (including  any  district  manager for the Vision
Centers),  either as of the date of this Agreement or as of the Closing Date, as
the case may be.

         "Employee Benefit Plan" means any "employee benefit plan" (as such term
is defined in ERISA Section 3(3)) and any other material  employee benefit plan,
program or arrangement of any kind.

         "Employee  Pension  Benefit  Plan" has the  meaning  set forth in ERISA
Section 3(2).

         "Employee  Welfare  Benefit  Plan" has the  meaning  set forth in ERISA
Section 3(1).

         "Environmental,   Health,  and  Safety  Requirements"  shall  mean  all
federal,  state,  local  and  foreign  statutes,   regulations,  and  ordinances
concerning public health and safety,  worker health and safety, and pollution or
protection of the  environment,  including  all those  relating to the presence,
use,  production,  generation,  handling,  transportation,  treatment,  storage,
disposal,  distribution,  labeling,  testing,  processing,  discharge,  release,
threatened release,  control, or cleanup of any hazardous materials,  substances
or wastes,  as such  requirements  are  enacted and in effect on or prior to the
Closing Date.

         "ERISA" means the Employee Retirement Income Security Act of 1974.

         "ERISA  Affiliate"  means  each  entity  which is  treated  as a single
employer with a Seller for purposes of Code Section 414.

         "Escrow Agent" means First Union National Bank, Atlanta, Georgia.

         "Escrow  Agreement"  means the  escrow  agreement  to be  executed  and
delivered by Vista,  the Buyer,  and the Escrow Agent upon the execution of this
Agreement, substantially in the form of Exhibit E hereto.

         "Excluded  Assets" means (a) cash,  cash  equivalents and bank deposits
(except  only for the cash  identified  as part of the  Acquired  Assets) of the
Sellers, (b) any refund or credit of the Sellers (i) related to Taxes or arising
under the Assumed  Agreements  (excluding,  however,  the Security Deposits) and
(ii) relating to a period prior to the Closing Time, (c) the Purchase Price, (d)
all accounts receivable of the Sellers other than the Accounts  Receivable,  (e)
the common stock of ProCare, (f) any software (including any source code, object
code,  documentation,  manuals,  flow charts,  and other  materials with respect
thereto),  provided,  however,  that any  software  described  in any  agreement
described  in  Schedule  5(j)  shall not be deemed an  Excluded  Asset,  (g) the
Ancillary  Assets,  and (h) any asset of the Sellers  which is not an  Exclusive
Asset.

         "Excluded  Vision  Centers"  has the meaning set forth in Section  2(e)
below.

                                       4

         "Exclusive Asset" means any asset of the Sellers which (a) (in the case
of tangible assets) is physically  located at or in transit to any of the Vision
Centers or the Laboratory and (b) is exclusively or primarily used by any of the
Sellers for or in connection with the Vision Centers or the Laboratory.

         "Exhibit" means an exhibit to this Agreement.

         "Facility"  means  the  Fullerton,  California  facility  described  on
Schedule 4(c).

         "Facility Sublease" means a sublease, containing standard and customary
terms  (consistent with the provisions and requirements of the Laboratory Lease)
in form  mutually  satisfactory  to Seller and Buyer,  which  shall be  attached
hereto prior to the Closing Date as Exhibit F,  pursuant to which the Buyer will
occupy the Facility  from the Closing Date through and  including  the Rejection
Date.

         "F&L" has the meaning set forth in the preface above.

         "Final I & N Mix" has the meaning set forth in Section 3(i)(i).

         "Final  Stated  Value" has the  meaning  set forth in  Section  3(g)(i)
below.

         "GAAP" means United States generally accepted accounting  principles as
in effect from time to time.

         "Governmental  Entity"  means any  federal,  state,  foreign,  or local
governmental or regulatory authority,  department,  agency,  commission,  court,
taxing authority,  body, or other governmental entity (including any subdivision
of any of the  foregoing),  including  any entity  exercising,  or  entitled  or
purporting to exercise, any administrative,  executive,  judicial,  legislative,
police, regulatory, or taxing authority or power of any nature.

         "Holding Agent" has the meaning set forth in Section 4(e) below.

         "I & N Inventory"  means eyeglass  frames which Vista has designated as
inactive and non-replenishable inventory pursuant to standards historically used
by Vista and disclosed to the Buyer.

         "I & N  Mix"  means  the  ratio  of (a)  the  book  value  of the I & N
Inventory located at the Vision Centers and the Laboratory to (b) the book value
of all  inventory  of  eyeglass  frames  located at the Vision  Centers  and the
Laboratory, expressed as a percentage.

         "Income Tax" means any federal,  state,  local,  or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or not.

         "Income Tax Return" means any return,  declaration,  report,  claim for
refund, or information return or statement  relating to Income Taxes,  including
any schedule or attachment thereto.

         "Indemnifiable Matters" means a Third Party Claim concerning or arising
from, (a) with respect to Section 10(a) below, the ownership,  use,  possession,
enjoyment,  or  operation  of the  Acquired  Assets  prior to the  Closing  Time
(including  the acts and  omissions  of the  Employees),  including  Third Party
Claims alleging liens or encumbrances  against any of the Acquired  Assets,  and
(b) with  respect  to Section  10(b)  below,  the  ownership,  use,  possession,
enjoyment or operation of the Acquired

                                       5

Assets after the Closing Time (including the acts and omissions of the employees
of the Buyer or its Affiliates).

         "Indemnified Party" has the meaning set forth in Section 10(c) below.

         "Indemnifying Party" has the meaning set forth in Section 10(c) below.

         "Instrument  of  Assumption"  means the  instrument of assumption to be
executed and delivered by the Parties at the Closing,  substantially in the form
of Exhibit G hereto.

         "Intellectual  Property  Assignment"  means the  intellectual  property
assignment  to be executed  and  delivered  by certain  Sellers at the  Closing,
substantially in the form of Exhibit H hereto.

         "Inventory Counts" has the meaning set forth in Section 3(f) below.

         "Knowledge"  means,  with respect to a Person  which is a  corporation,
actual knowledge of officers of such Person after reasonable investigation.

         "Knox-Keene  Act" means the California  Knox-Keene  Health Care Service
Plan Act of 1975.

         "Laboratory"  means the optical  laboratory  (and related  distribution
center  and  administrative  offices)  owned  and  operated  by the  Sellers  in
Fullerton, California.

         "Laboratory Lease" has the meaning set forth in Section 2(g) below.

         "Lane" means a lane of optometric eye examination equipment.

         "Leases"  means  the  real  estate  leases  (including  all  amendments
thereto) for the Vision Centers. The Leases are listed on Schedule 5(i).

         "Marks" means the trademarks and tradenames listed on Schedule 5(q).

         "Master  Lease" means a Master  Lease  Purchase  Agreement  dated as of
February 2, 1998 between F&L and GE Capital Business Asset Funding  Corporation,
pursuant to which F&L leased 19 Lanes.

         "Midwest" has the meaning set forth in the preface above.

         "Move Date" has the meaning set forth in Section 2(f) below.

         "Multiemployer Plan" has the meaning set forth in ERISA Section 3(37).

         "Names" has the meaning set forth in Section 12(b) below.

         "New West" has the meaning set forth in the preface above.

         "Note  Agreement" means the note agreement to be executed and delivered
by the  Sellers  and the  Buyer  at the  Closing,  substantially  in the form of
Exhibit I hereto.

                                       6

         "Notices" has the meaning set forth in Section 12(h) below.

         "Optometric  Agreements"  means the  sublease  and  related  agreements
between  the  Optometrists  and the  applicable  Seller,  pursuant  to which the
Optometrists  occupy the  premises  of the Vision  Centers in states  other than
California and perform optometric services thereon.

         "Optometrists"  means  the  optometrists  who,  as of the  date of this
Agreement  render  optometric  services on the premises of the Vision Centers in
states other than California.

         "Ordinary  Course of Business"  means the  ordinary  course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

         "Parties" has the meaning set forth in the preface above.

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Person"  means  an  individual,  a  partnership,  a  corporation,   an
association,  a joint stock company, a trust, a joint venture, an unincorporated
organization, or a Governmental Entity.

         "ProCare"  means ProCare Eye Exam,  Inc., a California  corporation  (a
wholly owned subsidiary of F&L), which is licensed as a specialized  health care
service plan under the Knox-Keene Act.

         "ProCare  Agreement" means the stock purchase agreement for the sale to
the Buyer of the common stock of ProCare,  to be executed  and  delivered on the
date  of this  Agreement  by F&L and the  Buyer,  substantially  in the  form of
Exhibit J hereto.

         "ProCare Sale" has the meaning set forth in Section 7(i)(i) below.

         "Profit  and Loss  Statements"  means  the  unaudited  profit  and loss
statements for the Vision Centers  attached  hereto as Schedule 5(f). The Profit
and Loss  Statements are for the twelve months ended December 31, 1999, June 30,
2000, and December 31, 2000, respectively.

         "Purchase Price" has the meaning set forth in Section 3(a) below.

         "Qualifying Inventory" means inventory of eyeglass frames which are not
I & N Inventory.

         "Reconciliation  Amount" has the meaning set forth in Section 3(i)(iii)
below.

         "Regis" has the meaning set forth in Section 3(f) below.

         "Regis Report" has the meaning set forth in Section 3(f) below.

         "Rejection Date" has the meaning set forth in Section 2(g) below.

         "Relocation Notice" has the meaning set forth in Section 2(f) below.

         "Relocation Offices" has the meaning set forth in Section 2(f) below.

                                       7

         "Retail  Transaction"  means a transaction with a retail customer which
does not  involve  reimbursement  from or any claim to or any payment by a third
party payor, including an insurance company or any managed care entity.

         "Return Policy" has the meaning set forth in Section 9(j) below.

         "Sale Order" means an order of the  Bankruptcy  Court  approving in all
material  respects  this  Agreement,  the  Contemplated  Transactions,  and  the
transactions contemplated under the ProCare Agreement.

         "Satis  System" means the Satis vacuum  anti-reflective  coating system
leased by F&L under the Banc One Lease.

         "Schedule"  means a schedule to this Agreement,  as such may be amended
by consent of the Parties through the Closing Date.

         "Security  Deposit" means any security deposit held by (a) any landlord
under any of the Leases or (b) any party under any of the Assumed Agreements.

         "Security  Interest"  means any mortgage,  pledge,  lien,  encumbrance,
charge, or other claim or security interest,  other than (a) liens for taxes not
yet due and payable  and,  (b) purchase  money liens and liens  securing  rental
payments under capital lease arrangements identified on Schedule 2(c).

         "Seller  Closing  Documents"  has the meaning set forth in Section 4(c)
below.

         "Sellers" has the meaning set forth in the preface above.

         "Senior Creditor" has the meaning set forth in the Note Agreement.

         "Service  Agreements"  means,  collectively,  the Temporary IT Services
Agreement and the Supply Agreement.

         "Stated  Value" means the gross book value  (determined on the basis of
WAC),  without giving effect to allowances or reserves,  of the inventory at the
Laboratory  and the Vision  Centers  (including  any items in transit) as of the
Closing Date (excluding,  however, (a) packaging and business supplies, (b) work
in process,  (c) finished goods that represent  fulfillment of customer  orders,
and (d) holiday merchandise).

         "Straddle Period" has the meaning set forth in Section 9(e) below.

         "Supply  Agreement"  means the  supply  agreement  to be  executed  and
delivered  by Vista and the Buyer at the Closing,  substantially  in the form of
Exhibit K hereto.

         "Taxes"  means all taxes,  charges,  fees,  levies,  penalties or other
assessments  imposed  by any  Governmental  Entity,  including  income,  excise,
property, sales, use, transfer,  franchise,  payroll, windfall or other profits,
alternative  minimum,  gross receipts,  intangibles,  capital stock,  estimated,
employment,  unemployment compensation,  ad valorem, stamp, value added or gains
taxes,  withholding,  social  security or other taxes,  including  any interest,
penalties or additions attributable thereto.

                                       8

         "Tax Return" means any return,  declaration,  report, claim for refund,
or information return or statement relating to Taxes,  including any schedule or
attachment thereto.

         "Temporary  IT  Services  Agreement"  means the  temporary  IT services
agreement  to be executed  and  delivered by Vista and the Buyer at the Closing,
substantially in the form of Exhibit L hereto.

         "Third Party Claim" means a claim  asserted by a third party  against a
Party.

         "Unassumed Assets" has the meaning set forth in Section 8(c)(i) below.

         "Unassumed  Leases" means Leases the assumption and assignment of which
are not approved by the Assumption Order.

         "Vision  Centers"  means the retail  optical  vision  centers listed on
Schedule 5(i).

         "Vista" has the meaning set forth in the preface above.

         "Vista  License"  means  the  license  agreement  to  be  executed  and
delivered  by Vista and the Buyer at the Closing,  substantially  in the form of
Exhibit M hereto.

         "WAC" means Vista's weighted  average  acquisition  cost,  exclusive of
overhead and other internal costs.

2.       Basic Transaction.
         -----------------

         (a)  Purchase  and Sale of  Assets.  On and  subject  to the  terms and
conditions of this Agreement, the Buyer agrees to purchase from the Sellers, and
the Sellers agree to sell, transfer,  convey, and deliver to the Buyer, free and
clear of all Security  Interests,  all of the Acquired Assets at the Closing for
the consideration specified in Section 3 below.

         (b)  Excluded  Assets.  Notwithstanding  any  provision  herein  to the
contrary, the Acquired Assets shall exclude the Excluded Assets.

         (c)  Assumption  of  Liabilities.  On  and  subject  to the  terms  and
conditions  of this  Agreement,  the Buyer  agrees to execute  and  deliver  the
Instrument  of  Assumption  pursuant to which the Buyer shall  assume and become
responsible for all of the Assumed Obligations at the Closing.

         (d) Excluded Liabilities.  The Buyer will not assume or be obligated to
discharge any  liabilities,  commitments or obligations of the Sellers,  whether
known or unknown, absolute or contingent or otherwise, whether or not related to
the Acquired Assets, other than the Assumed Obligations.

         (e) Excluded  Vision  Centers.  On or before  February  28,  2001,  the
Sellers shall file motions to reject the Leases for the Vision Centers listed on
Schedule 2(e) (such Vision Centers,  the "Excluded  Vision  Centers").  Upon the
filing of such  motions the  Excluded  Vision  Centers  shall cease to be Vision
Centers for all purposes under this  Agreement.  Notwithstanding  the foregoing,
the  Buyer  may,  by Notice to Vista  (on  behalf of all the  Sellers)  which is
received by Vista no later than February 23, 2001, provide a substitute Schedule
2(e)  designating  20 Vision  Centers  (and  related  Leases)  to be closed  and
rejected  by the Sellers  (such  Notice,  the  "Designation  Notice").

                                       9

Upon the receipt by Vista of the Designation  Notice,  the Vision Centers listed
in the Designation  Notice shall be deemed to be the Excluded Vision Centers and
cease to be Vision Centers for all purposes under this Agreement. The failure of
the Buyer to timely provide the  Designation  Notice  (including such substitute
Schedule  2(e)) shall  constitute  acceptance  by the Buyer of Schedule  2(e) as
attached  hereto.  Nothing  under this  Section  2(e) shall  reduce the Purchase
Price. Any Designation Notice given by the Buyer shall be irrevocable.

         (f)  Relocation  Offices.  For a period  beginning  on the date of this
Agreement  and  expiring  on the earlier of March 24 or the fifth  Business  Day
prior to the first scheduled hearing on the motion for the Sale Order, the Buyer
may,  by  Notice  to Vista  (on  behalf  of all the  Sellers)  (such  Notice,  a
"Relocation Notice"),  designate up to ten Vision Centers the tangible assets of
which the  Buyer  wishes to  relocate  (such  Vision  Centers,  the  "Relocation
Offices").  Upon such  designation,  each Relocation  Office shall cease to be a
Vision Center for all purposes under this Agreement.  Such designation shall not
reduce the Purchase Price.  The Buyer may give only one Relocation  Notice under
this Section 2(f).  Failure of the Buyer to timely  give the  Relocation  Notice
shall  constitute  a waiver by the Buyer of such  right.  With  respect  to each
Relocation  Office,  (i) the Sellers will not reject the associated  real estate
lease  until the later of the Closing  Date or April 21,  2001 (such  date,  the
"Move Date"),  (ii) the associated tangible assets will be deemed to be Acquired
Assets,  (iii) the Buyer will at its expense  relocate the  associated  tangible
assets to a successor  location no later than the Move Date,  (iv) in relocating
such assets,  the Buyer will comply with all provisions of the  underlying  real
estate lease and will not remove any assets  which,  by the terms of such lease,
cannot  be  removed  from  the  Relocation  Office,  and (v) the  Buyer  will be
responsible for all cash losses of the Relocation  Office for any period between
the Closing  Date and the Move Date.  Any such cash  losses  shall be limited to
obligations  in connection  with the  underlying  leases and be paid pursuant to
Section 9(f) below. The Sellers will have no responsibility  for any assets left
by the Buyer at any  Relocation  Office after the Move Date.  In addition to the
obligations  of  the  Buyer  under Section 10(b)  below,  the  Buyer  agrees  to
indemnify,  defend,  and hold  harmless each Seller from and against all Adverse
Consequences  such Seller  shall  suffer  caused by the acts or omissions of the
Buyer and its agents under this Section 2(f).

         (g)  Laboratory.  The  Sellers  hereby  agree to reject the real estate
lease for the Laboratory (such lease,  the "Laboratory  Lease") upon the earlier
of (a) the confirmation of the Sellers' plan of reorganization in the Chapter 11
Case or (b) upon the request of the Buyer,  provided,  however, that the Sellers
will not reject the  Laboratory  Lease prior to the Closing Date (the  effective
date of such rejection,  the "Rejection Date").  With respect to the Laboratory,
(i) the Buyer will, at its expense, relocate the associated tangible assets to a
successor location no later than the Rejection Date, and (ii) in relocating such
assets,  the Buyer will comply with all provisions of the  Laboratory  Lease and
will not remove any assets which, by the terms of the Laboratory  Lease,  cannot
be  removed  from the  Laboratory  unless  otherwise  permitted  by order of the
Bankruptcy Court. The Sellers will have no responsibility for any assets left by
the Buyer at the Laboratory after the Rejection Date.

         3.     Purchase Price.
                ---------------

         (a)  Amount.  The  purchase  price  for the  Acquired  Assets  shall be
$7,500,000 (the "Purchase Price"),  subject to the  reconciliation  described in
Section  3(h) below and the  pre-closing  adjustments  described in Section 7(j)
below.

         (b) Deposit.  Upon the execution and delivery of this  Agreement by the
Parties,  certain of the Parties and the Escrow Agent shall  execute and deliver
the Escrow  Agreement,  and the Buyer

                                       10

shall,  subject to the last sentence of this Section 3(b), deposit $1,500,000 of
the  Purchase  Price with the Escrow  Agent  under the  Escrow  Agreement  (such
deposit,  the "Deposit").  Upon any  termination of this Agreement,  the Deposit
shall be delivered to the Buyer or Vista (on behalf of the Sellers), as the case
may be, in accordance with Section  11(b)(ii) below. If the Closing occurs,  the
Escrow Agent will on the Closing Date (i) deliver  $1,300,000  of the Deposit to
Vista and (ii) retain the remaining  $200,000 of the Deposit  (which,  as of the
completion  of the Closing,  shall be referred to as the  "Adjustment  Deposit")
subject  to the terms of the Escrow  Agreement  and of this  Agreement.  If this
Agreement  is executed and  delivered on a day which is not a Business  Day, the
Buyer shall make the Deposit on the first Business Day after such day.

         (c) Allocation of Purchase Price.  The Buyer and the Sellers agree upon
the allocation of the Purchase  Price among the Acquired  Assets as set forth in
Schedule 3(c).

         (d) Transfer Taxes. To the extent not addressed in the Sale Order,  all
transfer, documentary, sales, use, stamp, registration, and other such Taxes and
recording, filing and other fees (including any penalties and interest) incurred
in  connection  with this  Agreement  and the  performance  of the  Contemplated
Transactions  shall be paid by the Sellers.  The Sellers  shall at their expense
file all  necessary  Tax Returns and other  documentation  with  respect to such
items.

         (e) Prorations.  On the Closing Date,  minimum rent,  percentage  rent,
water,   gas,   electricity  and  other   utilities,   common  area  maintenance
reimbursements  to  landlords,  taxes,  and other  similar  periodic  charges or
expenses  relating to the Vision Centers  (excluding  any pre-paid  advertising)
shall be prorated  between Vista (on behalf of all the Sellers) and the Buyer as
of the Closing Date (subject, however, to the provisions of Section 9(e) below).
Any  prorations  which the Parties are unable to  calculate  on the Closing Date
shall be  calculated  and adjusted by the Parties  within 60 days  following the
Closing Date.

         (f) Closing  Date  Inventory.  On or after the date of this  Agreement,
Vista will instruct  Regis  Inspection  Services  ("Regis") to conduct  physical
counts of the inventory at the  Laboratory  and at as many of the Vision Centers
as is reasonably possible on the weekends of March 3-4 and March 10-11 (all such
physical counts, the "Inventory Counts"),  provided,  however,  that Regis shall
conduct Inventory Counts at a minimum of 100 Vision Centers.  Vista will pay the
expense of the Inventory Counts. The Parties will direct Regis to provide and to
distribute  to Vista and the Buyer a report,  no later than four  Business  Days
after the completion of the Inventory Counts,  indicating for the Laboratory and
for each Vision Center at which Regis conducted an Inventory  Count,  the number
of units of inventory physically located thereon as of the date of the Inventory
Counts  and,  for each such  unit,  its sku  number  (such  report,  the  "Regis
Report").

(g)       Adjustment to Stated Value.
          --------------------------

                  (i) Vista  will,  no later than five  Business  Days after the
         Closing Date,  calculate the Stated Value as of the Closing Date on the
         basis  of  its  perpetual   inventory   system,  as  adjusted  for  the
         information  provided  in the Regis  Report (the  Stated  Value,  as so
         calculated, the "Final Stated Value").

                  (ii) Vista will make the work  papers  and  back-up  materials
         used in preparing the  calculations  described in Section 3(g)(i) above
         available to the Buyer and its accountants and other representatives at
         reasonable times and upon reasonable notice.  Vista's  calculations and
         adjustments pursuant to this Section 3(g) shall be final and binding on
         the Parties, absent manifest error.

                                       11

         (h)  Reconciliation.  After the date on which the Final Stated Value is
determined  pursuant  to  Section  3(g)  above,  Qualifying  Inventory  will  be
delivered as follows:

                  (i) If the Final  Stated  Value  exceeds the  Baseline  Stated
         Value, the Buyer will, after consultation with Vista,  deliver to Vista
         (on behalf of all the Sellers) an amount of Qualifying  Inventory equal
         to such  excess  within ten  Business  Days after the date on which the
         Final  Stated  Value  finally is  determined  pursuant to Section  3(g)
         above.

                  (ii) If the  Final  Stated  Value is less  than  the  Baseline
         Stated  Value,  Vista  (on  behalf  of all  the  Sellers)  will,  after
         consultation  with  the  Buyer,  deliver  to the  Buyer  an  amount  of
         Qualifying  Inventory equal to such deficiency within ten Business Days
         after the date on which the Final  Stated Value  finally is  determined
         pursuant to Section 3(g) above.

                  (iii) For purposes of this Section 3(h),  Qualifying Inventory
         shall  be  valued  on the  basis  of  WAC,  without  giving  effect  to
         allowances or reserves.

                  (iv)  The  Escrow  Agent  will   immediately   distribute  the
         Adjustment  Deposit to Vista (on behalf of the Sellers) upon either (A)
         the determination  pursuant to Section 3(g) above that the Final Stated
         Value is greater than the Estimated Stated Value or (B) the delivery by
         Vista described in Section 3(h)(ii) above.

         (i) Adjustment to Mix.
            ------------------

                  (i) Vista  will,  no later than five  Business  Days after the
         Closing  Date,  calculate  an I & N Mix as of the  Closing  Date on the
         basis  of  its  perpetual   inventory   system,  as  adjusted  for  the
         information  provided in the Regis Report (such I & N Mix, the "Final I
         & N Mix").

                  (ii) Vista will make the work  papers  and  back-up  materials
         used in preparing the  calculations  described in Section 3(i)(i) above
         available to the Buyer and its accountants and other representatives at
         reasonable  times  and upon  reasonable  notice.  Vista's  calculations
         pursuant  to this  Section  3(i)  shall be  final  and  binding  on the
         Parties, absent manifest error.

                  (iii) If the Final I & N Mix  exceeds  36% (the  dollar  value
         which represents such excess, the  "Reconciliation  Amount"),  then, no
         later than ten Business Days after the Closing Date,  (A) Vista will at
         its  expense  deliver  to the  Buyer at the  Laboratory  an  amount  of
         Qualifying  Inventory having a WAC equal to the  Reconciliation  Amount
         and (B) the Buyer will at its expense  deliver to Vista (to the address
         set forth  in Section 12(h) below) an amount of eyeglass  frames having
         the same WAC which are I & N Inventory.

         4. The Closing.

         (a) The  Closing.  The closing of the  Contemplated  Transactions  (the
"Closing")  shall  take  place at the  offices  of  Kilpatrick  Stockton  LLP in
Atlanta,  Georgia,  commencing at 9:00 a.m. local time on the later of (i) March
24, 2001 or (ii) the first Saturday  following the satisfaction or waiver of all
conditions  to the  obligations  of the Parties to consummate  the  Contemplated
Transactions  (other than  conditions  with  respect to actions  the  respective
Parties  will take at the Closing  itself) or such other date as the Parties may
mutually determine (the "Closing Date"). The Closing shall be deemed to occur at
5:00 p.m. on the Closing Date (the "Closing Time").

                                       12

         (b)  Payment of Purchase  Price.  In  consideration  of the sale of the
Acquired Assets and the assumption of the Assumed  Obligations,  the Buyer will,
subject to the obligations of the Parties under Section 3 above, pay or cause to
be paid to Vista (on behalf of the  Sellers) at the Closing the  Purchase  Price
(less the  Adjustment  Deposit)  by delivery of (i) the Buyer Note and (ii) cash
for the balance of the Purchase Price (less, however, any amounts deliverable to
the Escrow  Agent  pursuant to Section  8(c)(i)  below,  plus any amounts  under
Section 7(j)(i) below) payable by wire transfer,  delivery of other  immediately
available funds, or as otherwise directed by Vista.

         (c)  Deliveries  by  the  Sellers.  At or  prior  to the  Closing,  the
applicable  Sellers will deliver the following to the Buyer (all the  following,
collectively, the "Seller Closing Documents"):

                  (i) the Bill of Sale,  duly  executed by the Sellers,  for the
         personal property included in the Acquired Assets;

                  (ii) all  consents,  waivers,  and  approvals  obtained by any
         Seller with respect to the Acquired  Assets or the  consummation of the
         Contemplated Transactions, to the extent required hereunder;

                  (iii)  subject  to  Section  8(c)  below,  assignments  of the
         Leases,  substantially  in the form of the Assignment and Assumption of
         Leases, duly executed by the applicable Sellers;

                  (iv)  the  Instrument  of  Assumption,  duly  executed  by the
         Sellers;

                  (v) all such other  instruments of assignment or conveyance as
         shall,  in the  reasonable  opinion  of the Buyer and its  counsel,  be
         necessary to transfer to the Buyer the Acquired  Assets,  in accordance
         with this Agreement;

                  (vi) all  necessary  terminations  and  releases  of  Security
         Interests on the Collateral Documents,  duly executed by the applicable
         Sellers;

                  (vii) the Intellectual  Property Assignment,  duly executed by
         the applicable Sellers;

                  (viii) the Note  Agreement,  duly  executed by the  applicable
         Sellers;

                  (ix) the Service Agreements, duly executed by Vista;

                  (x) the Vista License, duly executed by Vista;

                  (xi) the certificate contemplated by Section 8(a)(iv);

                  (xii) the  amount,  if any,  determined  to be  payable to the
         Buyer pursuant to Section 3(e) above;

                  (xiii) a receipt for the cash portion of the Purchase Price;

                  (xiv)  such  other  agreements,  documents,  instruments,  and
         writings as are  reasonably  required to be delivered by the Sellers at
         or prior to the Closing Date in accordance with this Agreement;

                  (xv) a FIRPTA affidavit under Code Section 1445; and

                                       13

                  (xvi)  certified  copies of the Sale Order and the  Assumption
         Order.

         (d) Deliveries by the Buyer. At or prior to the Closing, the Buyer will
deliver  the  following  to  Vista  (on  behalf  of all the  Sellers)  (all  the
following, collectively, the "Buyer Closing Documents"):

                  (i) the Purchase Price,  less the Deposit,  by delivery of (A)
         the Buyer Note duly executed by the Buyer, and (B) cash for the balance
         of the  Purchase  Price  payable by wire  transfer or delivery of other
         immediately  available  funds or such other means as are agreed upon by
         Vista and the Buyer;

                  (ii) the Assignment and Assumption of Leases, duly executed by
         the Buyer;

                  (iii) the  Instrument  of  Assumption,  duly  executed  by the
         Buyer;

                  (iv) all such other instruments of assumption as shall, in the
         reasonable opinion of Vista and its counsel, be necessary for the Buyer
         to assume the Assumed Obligations in accordance with this Agreement;

                  (v) the Collateral  Documents,  duly executed by the Buyer and
         other appropriate parties;

                  (vi) the Note Agreement, duly executed by the Buyer;

                  (vii) the Service Agreements, duly executed by the Buyer;

                  (viii) the Vista License, duly executed by the Buyer;

                  (ix) the certificate contemplated by Section 8(b)(iv);

                  (x) the amount, if any,  determined to be payable to Vista (on
         behalf of all the Sellers) pursuant to Section 3(e) above; and

                  (xi)  such  other  agreements,   documents,   instruments  and
         writings as are  reasonably  required to be  delivered  by the Buyer in
         accordance with this Agreement.

         (e) Pre-Closing. If the Closing Date occurs on a Saturday, then, on the
Business Day before the Closing Date, the Parties will hold a pre-closing of the
Contemplated  Transactions at the offices of Kilpatrick Stockton LLP in Atlanta,
Georgia and will perform such acts,  and deliver such  documents  (including the
Seller Closing  Documents and the Buyer Closing  Documents) as they would at the
Closing;  provided,  however,  that (i) all such documents shall be delivered to
Kilpatrick Stockton LLP (the "Holding Agent") pursuant to this Section 4(e),(ii)
the Buyer shall deliver the cash payment described  in Section 4(b)(ii) above to
the Escrow Agent, (iii) the Buyer shall deliver any deposit described in Section
8(c)(i)  below to the Escrow  Agent,  (iv) the  Parties  shall be deemed to have
irrevocably   and   unconditionally   agreed  to  consummate  the   Contemplated
Transactions effective the Closing Time as if all conditions to Closing had been
satisfied or waived as of the Closing Date (and all  conditions to Closing shall
be deemed to have been satisfied or waived as of the Closing Time),  and (v) the
Closing  shall in all  respects  be  deemed  to occur  (and the  Seller  Closing
Documents and the Buyer Closing  Documents  shall be deemed to have been legally
delivered  and to have become  legally  effective)  at the Closing  Time. On the
first  Business Day after the Closing

                                       14

Date, (x) the Holding Agent will deliver (A) the Seller Closing Documents to the
Buyer  and (B) the  Buyer  Closing  Documents  to Vista  (on  behalf  of all the
Sellers),  and (y) the Escrow  Agent  will  deliver  each of the  portion of the
Deposit  described in Section  3(b)(i)  above and the cash payment  described in
Section 4(e)(ii) above,  plus accrued interest  thereon,  to Vista (on behalf of
all the Sellers).  The Holding Agent will have no duties hereunder other than as
expressly set forth in the preceding sentence.  The Buyer and the Sellers hereby
jointly and severally  agree to indemnify and hold harmless the Holding Agent to
the fullest extent permitted by law from and against any and all losses, claims,
damages,  expenses  (including  reasonable fees and  disbursements  of counsel),
actions, proceedings, or investigations (whether formal or informal), or threats
thereof,  based upon,  relating to, or arising out of, the duties of the Holding
Agent under this Section 4(e).

         5.  Representations  and  Warranties  of the Sellers.  Each Seller with
respect to itself and the other  Sellers,  jointly and severally  represents and
warrants  to the  Buyer  that the  statements  contained  in this  Section 5 are
correct and  complete as of the date of this  Agreement  and will be correct and
complete as of the  Closing  Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 5),
provided, however, that none of the statements contained in this Section 5 shall
apply or shall be deemed to apply to any of the  operations or businesses of the
Sellers other than the Vision Centers or the Laboratory, as the case may be.

         (a)  Organization  of the  Seller.  Each Seller is a  corporation  duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of the
jurisdiction  of its  incorporation.  Each Seller is duly  authorized to conduct
business and is in good standing under the laws of each jurisdiction  where such
qualification  is  required  for the  operation  of the  Vision  Centers  or the
Laboratory, as the case may be.

         (b)  Authorization  of  Transaction.  Each  Seller  has full  power and
authority  (including full corporate power and authority) to execute and deliver
this Agreement  and, after giving effect to entry of the Sale Order,  to perform
its obligations hereunder. Without limiting the generality of the foregoing, the
board of directors of each Seller has duly  authorized the execution,  delivery,
and  performance  of this  Agreement  and (if and when  executed  and  delivered
pursuant to this  Agreement) the Seller Closing  Documents by such Seller.  This
Agreement  constitutes the valid and legally binding  obligation of each Seller,
enforceable in accordance with their respective terms and conditions.

         (c)  Noncontravention.  Neither the  execution and the delivery of this
Agreement, nor the consummation of the Contemplated  Transactions (including the
execution  and delivery of the Seller  Closing  Documents),  will,  after giving
effect to the  entry of each of the Sale  Order and the  Assumption  Order  (and
except as disclosed in Schedule 5(c)),  (i) violate any  constitution,  statute,
regulation, rule, injunction,  judgment, order, decree, ruling, charge, or other
restriction  of any  Governmental  Entity to which the  Seller is subject or any
provision of the charter or bylaws of the Seller or (ii) conflict  with,  result
in a breach of,  constitute  a default  under,  result in the  acceleration  of,
create in any party the right to accelerate,  terminate,  modify,  or cancel, or
require any notice under any agreement, contract, lease, license, instrument, or
other  arrangement  to which the Seller is a party or by which it is bound or to
which any of its assets is subject. After giving effect to the entry of the Sale
Order,  the Seller does not,  except as disclosed in Schedule 5(c), need to give
any notice to, make any filing with, or obtain any  authorization,  consent,  or
approval of any  Governmental  Entity in order for the Parties to consummate the
Contemplated Transactions.

                                       15

         (d) Brokers' Fees. The Seller has no liability or obligation to pay any
fees or  commissions  to any  broker,  finder,  or  agent  with  respect  to the
Contemplated Transactions for which the Buyer could become liable.

         (e) Title to Acquired  Assets.  The Sellers have and will  transfer and
convey to Buyer on the Closing  Date good and  marketable  title to the Acquired
Assets owned as of the date of this Agreement, or a valid leasehold interest in,
the Acquired Assets leased as of the date of this  Agreement,  in each case free
and clear of all liens, claims, charges,  encumbrances and security interests of
any kind or nature other than the Assumed Obligations.  The Acquired Assets will
be  sufficient  for the conduct of the  business  of the Vision  Centers and the
Laboratory substantially in the Ordinary Course of Business, after giving effect
to and  during  the  term of all  provisions  of the  Agreement  (including  the
Temporary IT Services  Agreement).  Schedule  5(e) lists all  tangible  Acquired
Assets with an acquisition cost to the Sellers in excess of $1,000.

         (f) Profit and Loss  Statements.  The  Profit and Loss  Statements  are
prepared in accordance  with GAAP applied on a consistent  basis  throughout the
periods  covered  thereby,  and are consistent with the books and records of the
Sellers,  which books and  records are in all  material  respects  accurate  and
complete.

         (g) Legal Compliance. To the Knowledge of the Sellers, the Sellers have
complied with all applicable laws (including rules,  regulations,  codes, plans,
injunctions,  judgments,  orders,  decrees,  rulings, and charges thereunder) of
Governmental Entities.

         (h) Tax Matters.

                  (i) Each of the Sellers  has: (A) filed all Income Tax Returns
         that it was required to file, and has paid all Income Taxes owing;  and
         (B) filed all sales and use tax  returns  that it was  required to file
         and paid all sales and use taxes owing.

                  (ii)  Schedule  5(h) lists all Income Tax  Returns  filed with
         respect  to F&L and New  West  for  taxable  periods  ended on or after
         January 3, 1998,  indicates  those  Income Tax  Returns  that have been
         audited,  and indicates those Income Tax Returns that currently are the
         subject of audit.  The  foregoing  Sellers have  delivered to the Buyer
         correct  and  complete  copies  of  all  federal  Income  Tax  Returns,
         examination reports, and statements of deficiencies assessed against or
         agreed to by them since January 3, 1998.

                  (iii) Each Seller has not, with respect to income generated by
         the Vision Centers or the Laboratory, waived any statute of limitations
         in  respect  of Income  Taxes or agreed to any  extension  of time with
         respect to an Income Tax assessment or deficiency.

                  (iv) Each  Seller is not a Person  other than a United  States
         person within the meaning of the Code.

         (i) Real Property.
             -------------

                  (i) Each Seller owns no real property.

                  (ii)  Schedule  5(i)  lists all real  property  (A)  leased or
         subleased to the Seller and (B) occupied by a Vision Center. The Seller
         has  delivered to the Buyer  correct and complete  copies of the Leases
         and the Optometric Agreements (as amended to date). To the

                                       16

         Knowledge  of the Seller,  (X) each Lease and  Optometric  Agreement is
         legal, valid, binding,  enforceable,  and in full force and effect and,
         except as disclosed on Schedule  5(i), (Y) there is not under any Lease
         any claim of  default by any party to such  Lease,  and (Z) there is no
         such claimed  default in respect of which the other party to such Lease
         has not taken or is not taking  adequate  steps to cure by the  Closing
         Date.  Except as  disclosed  on  Schedule  5(i),  the  Sellers  have no
         Knowledge of any facts which,  with notice or lapse of time, could give
         rise to a breach or default under any Lease.

         (j) Assumed Agreements. Schedule 5(j) lists all the Assumed Agreements.
The Sellers have  delivered to the Buyer a correct and complete  copy of each of
the Assumed  Agreements.  To the  Knowledge  of the  Sellers,  (A) each  Assumed
Agreement is legal, valid,  binding,  enforceable,  and in full force and effect
and,  except as disclosed on Schedule  5(j),  (B) there is not under any Assumed
Agreement any claim of default by any party to such Assumed  Agreement,  and (C)
there is no such  claimed  default in  respect of which the other  party to such
Assumed  Agreement has not taken or is not taking  adequate steps to cure by the
Closing  Date.  Except as  disclosed  on  Schedule  5(j),  the  Sellers  have no
Knowledge of any facts which, with notice or lapse of time, could give rise to a
breach or default under any Assumed Agreement.

         (k)  Litigation.  Schedule  5(k) sets forth each  instance in which any
Seller (i) is subject to any outstanding  injunction,  judgment,  order, decree,
ruling, or charge or (ii) is a party to any action, suit,  proceeding,  hearing,
or investigation  of, in, or before any court or quasijudicial or administrative
agency of any federal, state, local, or foreign jurisdiction.

         (l) Employee Benefits.
             -----------------

                  (i) Schedule  5(l) lists each  Employee  Benefit Plan that (A)
         the  Sellers  maintain  or to which any Seller  contributes  and (B) in
         which Employees  participate as of the date of this Agreement.  No such
         Employee Benefit Plan is a Multiemployer Plan..

                           (A)  To  the  Knowledge  of the  Sellers,  each  such
                  Employee  Benefit  Plan (and  each  related  trust,  insurance
                  contract,   or  fund)   has  been   maintained,   funded   and
                  administered  in  accordance  with the terms of such  Employee
                  Benefit  Plan and  complies  in form and in  operation  in all
                  respects  with the  applicable  requirements  of ERISA and the
                  Code.

                           (B)  All   contributions   (including   all  employer
                  contributions  and employee  salary  reduction  contributions)
                  which are due have been  made to each  such  Employee  Benefit
                  Plan which is an Employee  Pension  Benefit Plan. All premiums
                  or other payments which are due have been paid with respect to
                  each such Employee  Benefit Plan which is an Employee  Welfare
                  Benefit Plan.

                           (C) Each such Employee Benefit Plan which is intended
                  to meet the  requirements  of a  "qualified  plan"  under Code
                  Section  401(a) has received a  determination  letter from the
                  Internal  Revenue  Service  to the  effect  that it meets  the
                  requirements of Code Section 401(a).

                           (D) As of the last day of the most recent  prior plan
                  year,  the market  value of assets  under  each such  Employee
                  Benefit Plan which is an Employee  Pension Benefit Plan (other
                  than any  Multiemployer  Plan) equaled or exceeded the present

                                       17

                  value of liabilities thereunder (determined in accordance with
                  then current funding assumptions).

                           (E) The Sellers have  delivered to the Buyer  correct
                  and  complete  copies of the plan  documents  and summary plan
                  descriptions,  the most recent  determination  letter received
                  from the  Internal  Revenue  Service,  the most recent  annual
                  report (IRS Form  5500),  and all  related  trust  agreements,
                  insurance  contracts,  and other  funding  arrangements  which
                  implement each such Employee Benefit Plan.

                  (ii) With respect to each  Employee  Benefit Plan which covers
         Employees and that the Sellers or any ERISA Affiliate  maintains or has
         maintained  during  the  prior  six  years  or to  which  any  of  them
         contributes,  or has been required to  contribute  during the prior six
         years:

                           (A)  No  action,   suit,   proceeding,   hearing,  or
                  investigation  with  respect  to  the  administration  or  the
                  investment  of the assets of any such  Employee  Benefit  Plan
                  (other than routine  claims for  benefits) is pending,  except
                  that a Governmental  Entity has requested certain  information
                  in  connection  with an audit of an Employee  Benefit  Plan of
                  F&L.

                           (B) The Sellers have not  incurred  any  liability to
                  the PBGC (other than PBGC premium payments) or otherwise under
                  Title IV of ERISA  (including any withdrawal  liability)  with
                  respect to any such Employee Benefit Plan which is an Employee
                  Pension Benefit Plan.

         (m) Environmental,  Health, and Safety Matters. To the Knowledge of the
Sellers,  the  Sellers  are,  with  respect  only to the Vision  Centers and the
Laboratory, in compliance with Environmental, Health, and Safety Requirements.

         (n) Employees and Optometrists.
             --------------------------

                  (i) No  Seller  is a  party  to or  bound  by  any  collective
         bargaining  agreement,  nor has any  Seller  experienced  any  strikes,
         grievances,  claims  of unfair  labor  practices,  or other  collective
         bargaining  disputes.  No Seller has not  committed  any  unfair  labor
         practice.  The Sellers have no Knowledge of any  organizational  effort
         presently  being made or  threatened by or on behalf of any labor union
         with respect to Employees as of the date of this Agreement.

                  (ii) Schedule  5(n)(ii)  lists all Employees as of the date of
         this  Agreement,  sets forth their wages,  and describes any written or
         oral employment  arrangements between any Seller and any Employee other
         than the  severance  program  approved by the  Bankruptcy  Court in the
         Chapter 11 Case.  The  Employees  are all the current  employees of the
         Sellers  as of the  date of this  Agreement.  Except  as  indicated  on
         Schedule 5(n)(ii),  no Employee has a written employment agreement with
         any Seller  which is not  terminable  on notice by such Seller  without
         cost or other liability to such Seller.

                  (iii)  Schedule   5(n)(iii)  lists  all   Optometrists.   Each
         Optometric  Agreement  is  valid  and  in  full  force  and  effect  in
         accordance  with  its  terms.  A true and  correct  copy of each of the
         standard forms of Optometric Agreement is attached as Exhibit M hereto.
         There  is no  Optometric  Agreement  which  is  not  terminable  by the
         applicable  Seller on more than 60

                                       18

         days notice  without  cost or other  liability  to the  Seller.  To the
         Knowledge of the Seller, (A) each Optometric Agreement is legal, valid,
         binding,  enforceable,  and in full  force  and  effect  and  except as
         disclosed on Schedule 5(n)(iii),  (B) there is not under any Optometric
         Agreement  any  claim  of  default  by any  party  to  such  Optometric
         Agreement, and (C) there is no such claimed default in respect of which
         the other party to such  Optometric  Agreement  has not taken or is not
         taking adequate steps to cure by the Closing Date.  Except as disclosed
         on Schedule 5(n)(iii),  the Seller has no Knowledge of any facts which,
         with  notice or lapse of time,  could  give rise to a breach or default
         under the Optometric  Agreement.  No Optometric Agreement obligates the
         applicable   Seller  to  collect  or  bill  claims  on  behalf  of  the
         Optometrist.

         (o)  Maintenance.  The Sellers own or lease all  buildings,  machinery,
equipment,  and other tangible assets  necessary for the conduct of the business
of the Vision  Centers and the  Laboratory  as  presently  conducted.  Each such
tangible  asset is free from  material  defects  (patent and  latent),  has been
maintained in accordance  with normal  industry  practice,  is in good operating
condition and repair (subject to normal wear and tear),  and is suitable for the
purposes for which it presently is used or intended.

         (p) Inventory.  The inventory of the Sellers consists of raw materials,
packaging, and supplies,  manufactured and purchased parts, work in process, and
finished goods,  all of which is merchantable in the Ordinary Course of Business
and  fit for  the  purpose  for  which  it was  procured  or  manufactured.  The
inventories  of  the  Sellers  are  at  normal  and  adequate   levels  for  the
continuation  of  business  of the  Vision  Centers  and the  Laboratory  in the
Ordinary  Course of Business.  All work in progress can be completed for sale in
the Ordinary Course of Business.

         (q) Marks. To the Knowledge of the Sellers,  (i) the Marks scheduled on
Schedule 5(q) represent all Marks used in the business of the Vision Centers and
the Laboratory, (ii) other than the Marks, there are no other Marks necessary to
operate the Vision Centers or the Laboratory in the Ordinary Course of Business;
(iii) each Mark is not subject to any outstanding injunction,  judgment,  order,
decree, ruling, or charge, and (iv) except as disclosed on Schedule 5(q), (A) no
action,  suit,  complaint,  demand,  or claim is  pending  or  threatened  which
challenges the legality, validity, use, or ownership by the Sellers of any Mark,
(B) the use by the Sellers of each Mark does not infringe upon any  intellectual
property  rights of any third  parties,  and (C) the  Sellers  possess  and will
transfer and assign to the Buyer at the Closing all right,  title,  and interest
in and to each Mark, free of any Security Interests, liens or encumbrances

         (r)  Insurance.  Schedule  5(r) sets forth the  insurance  coverage  in
effect  as of the  date  of  this  Agreement  for  the  Vision  Centers  and the
Laboratory.  Each insurance policy described on Schedule 5(r) is valid, binding,
and in full force and  effect,  and no party to the policy  has  repudiated  any
provision thereof.

         (s)  Disclaimer  of other  Representations  and  Warranties.  Except as
expressly  set forth in this  Section 5, the Sellers make no  representation  or
warranty,  express or  implied,  at law or in  equity,  in respect of any of its
assets  (including,  without  limitation,  the Acquired Assets),  liabilities or
operations,  including  with  respect  to  merchantability  or  fitness  for any
particular purpose, and any such other  representations or warranties are hereby
expressly  disclaimed.  The Buyer hereby acknowledges and agrees that, except to
the  extent  specifically  set  forth  in  this Section 5 or  otherwise  in this
Agreement,  the Buyer is purchasing the Acquired Assets on an "as-is,  where-is"
basis.  Without  limiting the generality of the  foregoing,  the Sellers make no
representation  or warranty  regarding

                                       19

any assets  other than the  Acquired  Assets or any  liabilities  other than the
Assumed Liabilities, and none shall be implied at law or in equity.

         6.  Representations  and Warranties of the Buyer.  The Buyer represents
and warrants to each Seller that the statements  contained in this Section 6 are
correct and  complete as of the date of this  Agreement  and will be correct and
complete as of the  Closing  Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 6).

         (a) Organization of the Buyer. The Buyer is a limited liability company
duly  organized,  validly  existing,  and in good standing under the laws of the
jurisdiction of its formation.

         (b)  Authorization  of  Transaction.  The  Buyer  has  full  power  and
authority  (including  full company power and  authority) to execute and deliver
this  Agreement  and  to  perform  its  obligations  hereunder.  This  Agreement
constitutes the valid and legally binding  obligation of the Buyer,  enforceable
in accordance with its terms and conditions.

         (c)  Noncontravention.  Neither the  execution and the delivery of this
Agreement,  nor the  consummation  of the  Contemplated  Transactions,  will (i)
violate any  constitution,  statute,  regulation,  rule,  injunction,  judgment,
order, decree,  ruling,  charge, or other restriction of any Governmental Entity
to which  the  Buyer is  subject  or any  provision  of its  charter,  operating
agreement,  or bylaws or (ii) conflict with, result in a breach of, constitute a
default under,  result in the  acceleration of, create in any party the right to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
the  Buyer is a party or by which it is bound or to which  any of its  assets is
subject. The Buyer does not need to give any notice to, make any filing with, or
obtain any  authorization,  consent,  or approval of any Governmental  Entity in
order for the Parties to consummate the Contemplated Transactions.

         (d) Brokers'  Fees. The Buyer has no liability or obligation to pay any
fees or  commissions  to any  broker,  finder,  or  agent  with  respect  to the
Contemplated Transactions for which any Seller could become liable or obligated.

         (e)  Availability  of Funds.  The  Buyer  will  have  sufficient  funds
available to it on the Closing Date to enable it to pay the Purchase Price.

         7. PreClosing  Covenants.  The Parties agree as follows with respect to
the period between the execution of this Agreement and the Closing.

         (a) General.  Each of the Parties will use its reasonable  best efforts
to take all action and to do all things necessary, proper, or advisable in order
to  consummate  and make  effective  the  Contemplated  Transactions  (including
satisfaction,  but not waiver, of the closing  conditions set forth in Section 8
below).

         (b) Notices and  Consents.  The Sellers  will give any notices to third
parties,  and the Sellers will use their  reasonable  best efforts to obtain any
third party  consents,  that the Buyer  reasonably  may request.  The Buyer will
assist the  Sellers  and provide any  information  reasonably  requested  by the
Sellers or any third party in connection with such third party consents. Each of
the  Parties  will give any  notices  to,  make any  filings  with,  and use its
reasonable  best efforts to obtain any required  authorizations,  consents,  and
approvals of Governmental  Entities in connection with the matters  contemplated
by this Agreement.

                                       20

         (c) Operation of Business.  Subject to the terms and conditions of this
Agreement,  the Sellers will conduct the business of the Vision  Centers and the
Laboratory only in the Ordinary Course of Business provided,  however,  that the
staffing at the Laboratory shall be appropriate given the volume of business for
the Vision Centers. Without limiting the generality of the foregoing, and except
as required  by the  Bankruptcy  Court,  during the period from the date of this
Agreement to the Closing Date, the Sellers will use all commercially  reasonable
efforts to preserve  intact the Acquired Assets (taking into account each of the
Seller's  current status as a filer under Chapter 11 of the Bankruptcy Code) and
endeavor to preserve the goodwill and relationships  with customers,  suppliers,
and others having business  dealings with the Vision Centers and the Laboratory,
provided,  however,  that the Sellers  shall not be obligated to renew,  extend,
exercise any option under, modify the terms of, convert from month-to-month,  or
replace, any Lease.  Notwithstanding the foregoing,  Vista will consult with the
Buyer about and give the Buyer a good faith opportunity to object to the content
and cost of post-closing advertising for the Vision Centers.

(d)       Full Access
          -----------

                  (i) By Buyer.  Until the  Closing,  the  Sellers  will  permit
         representatives  of the  Buyer to have full  access  at all  reasonable
         times,  and in a manner so as not to interfere with the normal business
         operations  of the Sellers,  to all  premises,  properties,  personnel,
         books, records (including tax records),  contracts, and documents of or
         pertaining to the Vision  Centers and the  Laboratory.  The Buyer shall
         coordinate  such access with the financial  advisors of Vista.  Neither
         Buyer  nor its  representatives  shall  contact  any of the  Employees,
         customers, suppliers,  Optometrists, or other associates of the Sellers
         without  the  specific  prior  written  authorization  of Vista,  which
         authorization shall not be unreasonably withheld or delayed.

                  (ii) By  Vista.  Until the  Closing,  the  Buyer  will  permit
         representatives  of Vista to have full access at all reasonable  times,
         and in a  manner  so as not  to  interfere  with  the  normal  business
         operations of the Buyer, to all books, records (including tax records),
         and  financial  statements  (including  balance  sheets,  statements of
         operations, statements of cash flows, and projections) of or pertaining
         to the  Buyer  and its  Affiliates.  Upon the  request  of Vista or its
         representatives,  the Buyer  shall  promptly  provide  to Vista and its
         representatives copies of all the foregoing documents.

                  (iii) Financing Commitments. No later than two days before the
         first  scheduled  hearing on the motion for the Sale  Order,  the Buyer
         shall  provide  Vista (on behalf of the Sellers) with proof that it has
         obtained sufficient funds to consummate the Contemplated  Transactions.
         Any commitment  letters provided by the Buyer shall be from a reputable
         financing  source and shall be without  conditions  other than entry of
         the Sale Order and the consummation of the Contemplated Transactions in
         accordance with the terms of this Agreement.  Any financing provided by
         the  Senior  Creditor  will  contain  customary  terms and  conditions,
         including reasonable and customary subordination  provisions,  but will
         not materially  and adversely  affect the payment rights of the Sellers
         under the Note  Agreement.  The Parties  will agree to  reasonable  and
         customary terms and conditions proposed by the Senior Creditor and will
         agree to appropriate  amendments or modifications to the Note Agreement
         and the Collateral Documents.

         (e)  Confidentiality  Agreement.  The Sellers and the Buyer acknowledge
that each is subject to the  Confidentiality  Agreement and that all information
and documentation  furnished

                                       21

pursuant to Section 7(d) above to (i) the Buyer and its  representatives or (ii)
Sellers  and their  representatives  shall be subject to the  provisions  of the
Confidentiality Agreement and shall be treated as Evaluation Material within the
meaning of the Confidentiality Agreement.

         (f) Notice of Developments.  Each Party will give prompt written notice
to the other Party of any material adverse  development  causing a breach of any
of its own  representations  and warranties in Section 5 and Section 6 above. No
disclosure by any Party pursuant to this Section 7(f), however,  shall be deemed
to amend or supplement the Schedules or to prevent or cure any misrepresentation
or breach of warranty.

         (g) Public  Statements.  Prior to the Closing  Date,  the parties shall
consult prior to any party issuing any public announcement,  statement, or other
disclosure  with  respect to this  Agreement or the  Contemplated  Transactions;
provided, further, that each Party shall not issue any press release or make any
public announcement relating to the subject matter of this Agreement without the
prior written approval of the other Parties, unless otherwise required by law or
by order of the Bankruptcy Court.

         (h)  Employees.  It  is  the  Buyer's  good  faith  intention  to  give
reasonable  priority to offering  employment  with the Buyer or its  Affiliates,
conditional upon the Closing, to individuals who are Employees as of the Closing
Date. On or before the Closing Date, the applicable  Sellers shall terminate the
employment of all Employees.  Prior to the Closing Date, letters which have been
approved by the Parties and their counsel will be  distributed to such Employees
inviting them to apply for  consideration  for employment with the Buyer.  Vista
will pay all outstanding  employee obligations as of the Closing Date, except to
the extent prohibited by the Bankruptcy Code or other applicable law.

         (i) Submissions to Bankruptcy Court.
             -------------------------------

                  (i) Vista (on behalf of the  Sellers)  will  exercise its best
         efforts to file,  within three days after the execution and delivery of
         this Agreement by the Parties,  with the Bankruptcy  Court a motion and
         related  papers  seeking  entry  of an order  by the  Bankruptcy  Court
         approving  procedures (A) for the sale of the Acquired  Assets pursuant
         to this  Agreement  and (B) for the sale of the common stock of ProCare
         pursuant to the  ProCare  Agreement  (such  requested  order,  the "Bid
         Procedures  Order",  and such sale of the common stock of ProCare,  the
         "ProCare  Sale"),  such  submission  to  the  Bankruptcy  Court  to  be
         reasonably  satisfactory  in form and  substance  to the  Buyer and its
         counsel,  including the expense  reimbursement  provisions described in
         Section 11(b)(iii). The Parties shall use their respective best efforts
         to (X) obtain  entry of the Bid  Procedures  Order within 20 days after
         the motion with respect thereto is filed with the Bankruptcy  Court and
         (Y) cause the Bid  Procedures  Order to provide for an initial  minimum
         overbid increment of $350,000.

                  (ii) Vista (on  behalf of the  Sellers)  will,  subject to the
         provisions of the Bid  Procedures  Order,  exercise its best efforts to
         file with the  Bankruptcy  Court,  within ten  Business  Days after the
         entry of the Bid Procedures Order, a motion and related papers, seeking
         entry of the Sale Order,  the submission to the Bankruptcy  Court to be
         in form and  substance  reasonably  satisfactory  to the  Buyer and its
         counsel, provided,  however, that the Sale Order shall provide that the
         ProCare  Sale  shall be  subject  to the  approval  of the  Department.
         Subject to the  provisions  of the Bid  Procedures  Order,  Vista shall
         attempt to obtain entry of the Sale Order as soon as practicable.

                                       22

         (j) Changes to Assets and Adjustment of Purchase Price.
             --------------------------------------------------

                  (i) Banc One  Lease.  The  Parties  will  exercise  reasonable
         efforts  to  terminate  the Banc One  Lease  through  an early  buy-out
         effective  no later than the Closing  Date or reject the Banc One Lease
         no later than the Closing Date.  If the Parties  terminate the Banc One
         Lease,  (A) the Purchase  Price (and the payment by the Buyer  pursuant
         to Section 4(b)(ii)  above)  shall  be  increased  by one  half of such
         buy-out amount and (B) the Satis System will be included as an Acquired
         Asset.  If the Parties are unable to terminate the Banc One Lease,  (X)
         the principal  amount of the Buyer Note will be reduced by $152,500 and
         (Y) the Satis System will not be included as an Acquired Asset, but the
         Banc One Lease will be included as an Assumed Agreement.

                  (ii) Eye Examination  Equipment.  The Parties acknowledge that
         the Buyer does not wish to assume the Master  Lease and that the Master
         Lease will not be included in the Assumed Obligations.  Vista agrees to
         provide  substitute  Lanes for the 19 Lanes  which are  subject  to the
         Master Lease. The substitute Lanes shall be substantially equivalent in
         quality to the Lanes which are subject to the Master  Lease.  If, as of
         the  Closing  Date,  Vista is unable to  deliver  all such  Lanes,  the
         principal  amount of the Buyer Note will be reduced $7000 for each such
         Lane Vista is unable to deliver.

         (k) No Solicitation.  Except as otherwise required by this Agreement or
by the Bankruptcy  Code, no Seller shall,  after the Buyer has made the Deposit,
directly or indirectly solicit any Alternative Offer;  provided,  however,  that
if, at any time, the Seller  determines in good faith,  based upon the advice of
outside counsel,  to do so in light of its fiduciary duties under the Bankruptcy
Code or by other applicable law, such Seller may negotiate an Alternative  Offer
and enter into a definitive agreement with respect to such Alternative Offer.

         (l) Certain  Inventory.  Prior to the taking of the Inventory Counts by
Regis,  Vista will cause (i) the  Laboratory  to  deliver to Vista's  St.  Cloud
manufacturing  facility all eyeglass  frames which are stocked at the Laboratory
and are intended for sale at retail outlets of the Sellers other than the Vision
Centers  and  (ii)  its St.  Cloud  manufacturing  facility  to  deliver  to the
Laboratory all eyeglass frames which are stocked at the St. Cloud  manufacturing
facility and are intended for sale at the Vision Centers.

         (m) No Contrary Plan. The Sellers shall not file or support any plan in
the  Chapter  11  Case  which  contains  terms  or  provisions  contrary  to  or
inconsistent  in any  material  way with  the  terms  of this  Agreement  or the
Contemplated Transactions, or the Sale Order.

         8. Conditions to Obligation to Close.
            ---------------------------------

         (a) Conditions to Obligation of the Buyer.  The obligation of the Buyer
to consummate  the  transactions  to be performed by it in  connection  with the
Closing is subject to satisfaction of the following conditions:

                  (i) the  representations and warranties set forth in Section 5
         above shall be true and correct in all  material  respects at and as of
         the Closing Date, provided, however, that this condition will be deemed
         not to have been met only  where the  breach of such  representation(s)
         and/or  warranty(ies),  individually or in the aggregate,  would have a
         material  adverse effect on either (A) the financial  condition  and/or
         operation of the Vision

                                       23

         Centers,   or  (B)  the  ability  of  the  Parties  to  consummate  the
         Contemplated Transactions, or (C) the Acquired Assets;

                  (ii) each Seller shall have performed and complied with all of
         its covenants hereunder in all material respects through the Closing;

                  (iii)  there  shall not be any  injunction,  judgment,  order,
         decree,  ruling, or charge in effect preventing  consummation of any of
         the Contemplated Transactions;

                  (iv)  each  Seller  shall  have   delivered  to  the  Buyer  a
         certificate to the effect that each of the conditions  specified  above
         in Section 8(a)(i)(iii) is satisfied in all respects;

                  (v) subject to Section  8(c),  all consents and  approvals for
         the  consummation of the sale of the Acquired Assets required under the
         terms of any note,  bond,  indenture,  contract or other  agreement  to
         which  any  Seller is a party  shall  have been  obtained,  unless  the
         failure  to obtain  such  consents  and  approvals  would  not,  in the
         aggregate,  reasonably be expected to have a material adverse effect on
         the Vision Centers taken as a whole or the Acquired Assets;

                  (vi) on or before March 19, 2001, the  Bankruptcy  Court shall
         have entered the Bid Procedures Order;

                  (vii) on or before April 16, 2001, the Bankruptcy  Court shall
         have entered the Sale Order and the Assumption  Order,  which shall not
         be  subject  to any stay and shall not have been  modified,  vacated or
         reversed  in any  manner  (provided,  however,  that it shall  not be a
         condition  of the  Closing  that the Sale Order  approve  the  Facility
         Sublease);

                  (viii) on or before  the date of this  Agreement,  F&L and the
         Buyer shall have executed the ProCare Agreement;

                  (ix)  the  Buyer  shall  have  received  the  Seller   Closing
         Documents;

                  (x) all actions to be taken by the Seller in  connection  with
         consummation of the  Contemplated  Transactions  and all  certificates,
         opinions,  instruments,  orders, and other documents required to effect
         the Contemplated  Transactions will be reasonably  satisfactory in form
         and substance to the Buyer; and

                  (xi) Due and  proper  notice of the  motion for the Sale Order
         and the relief sought  therein and provided in the Sale Order,  in form
         reasonably  satisfactory  to the Buyer (except that any  publication of
         such  notice  shall be made only at the  request and the expense of the
         Buyer; provided, however, that publication notice expressly required by
         the  Bankruptcy  Court shall be at Sellers'  expense),  shall have been
         provided  by  the  Sellers  to   creditors   and   parties-in-interest,
         consistent with the requirements of the Bankruptcy Code.

The Buyer may waive any condition  specified in this Section 8(a) if it executes
a writing so stating at or prior to the Closing.

         (b)  Conditions to Obligation  of the Sellers.  The  obligation of each
Seller to consummate the  transactions  to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:

                                       24

                  (i) the  representations and warranties set forth in Section 6
         above shall be true and correct in all  material  respects at and as of
         the Closing Date;

                  (ii) the Buyer shall have  performed  and complied with all of
         its covenants hereunder in all material respects through the Closing;

                  (iii)  there  shall not be any  injunction,  judgment,  order,
         decree,  ruling, or charge in effect preventing  consummation of any of
         the Contemplated Transactions;

                  (iv) the Buyer shall have delivered to Vista (on behalf of all
         the Sellers) a  certificate  to the effect that each of the  conditions
         specified above in Section 8(b)(i)(iii) is satisfied in all respects;

                  (v) on or before March 19, 2001,  the  Bankruptcy  Court shall
         have entered the Bid Procedures Order;

                  (vi) on or before April 16, 2001, the  Bankruptcy  Court shall
         have  entered  the Sale  Order,  which  shall not have  been  modified,
         vacated, or reversed in any manner;

                  (vii) on or  before  the date of this  Agreement,  F&L and the
         Buyer shall have executed the ProCare Agreement;

                  (viii)  Vista (on behalf of the Sellers)  shall have  received
         the Buyer Closing Documents; and

                  (ix) all actions to be taken by the Buyer in  connection  with
         consummation of the  Contemplated  Transactions  and all  certificates,
         opinions,  instruments,  orders, and other documents required to effect
         the Contemplated  Transactions will be reasonably  satisfactory in form
         and substance to the Sellers.

Vista (on behalf of all the Sellers) may waive any  condition  specified in this
Section 8(b) if it executes a writing so stating at or prior to the Closing.

         (c) Leases. Notwithstanding anything to the contrary in this Agreement,

                  (i) Unassumed Leases. If, as of the Closing Date, there are no
         more than 20 Unassumed Leases, the Closing will nevertheless occur with
         respect to all  Acquired  Assets  except those which are located in the
         Vision  Centers  which are subject to an Unassumed  Lease (such located
         assets, the "Unassumed Assets") and the Buyer (A) will, at the Closing,
         be entitled to deduct from the Purchase  Price,  for each Vision Center
         subject to an  Unassumed  Lease,  the sum of (I) the Book Value of such
         Vision  Center and (II) 20% of the  Contribution  of such Vision Center
         and (B) shall, at the Closing,  deposit with the Escrow Agent an amount
         equal to the amount so deducted.

                  (ii) Subsequent  Transfers.  If there are any Unassumed Leases
         as of the Closing  Date,  the Sellers  will,  subsequent to the Closing
         Date, use their best efforts to obtain approval of the Bankruptcy Court
         to assign the Unassumed  Leases pursuant to the Assumption  Order (or a
         successor order or orders to the Assumption Order) except to the extent
         that the Buyer  specifically  agrees otherwise with respect to specific
         Leases.   As  such  orders  are  entered,   the  Parties  will  execute
         appropriate documents of transfer of the

                                       25

         corresponding  Unassumed Assets to the Buyer, and the Buyer shall cause
         the Escrow  Agent to  release  to Vista (on  behalf of each  Seller) an
         amount equal to the amount deducted  pursuant to Section 8(c)(i) above.
         If there are any Unassumed  Leases as of June 29, 2001,  (A) the Escrow
         Agent shall then pay to the Buyer any amounts  still held by the Escrow
         Agent under this Section  8(c) and (B) the Sellers  will be  discharged
         from their  obligation to seek the approval of the Bankruptcy  Court to
         assign any  outstanding  Unassumed  Leases.  Until June 29,  2001,  the
         Sellers  will  not,  without  Buyer's  prior  written  consent  in each
         instance, seek to transfer, or cooperate in the transfer of, any of the
         Unassumed Leases to any party other than the Buyer.

         9. Post-Closing Covenants. The Parties agree as follows with respect to
the period following the Closing.

         (a) General.  In case at any time after the Closing any further  action
is necessary or desirable to carry out the purposes of this  Agreement,  each of
the Parties will take such further action  (including the execution and delivery
of such further  instruments  and documents and the conveyance by the Sellers to
the Buyer of any Exclusive  Assets) as any other Party  reasonably  may request,
all at the sole cost and expense of the requesting Party.

         (b)  Litigation  Support.  In the  event  and for so long as any  Party
actively is contesting or defending  against any lawsuit in connection  with (i)
any Contemplated Transaction or (ii) any fact, situation,  circumstance, status,
condition,  activity,  practice,  plan,  occurrence,  event,  incident,  action,
failure to act, or  transaction  on or prior to the Closing Date  involving  the
Vision Centers or the Laboratory, each of the Parties will cooperate with it and
its counsel in the contest or  defense,  make  available  their  personnel,  and
provide  such  testimony  and  access  to their  books and  records  as shall be
necessary in  connection  with the contest or defense,  all at the sole cost and
expense of the contesting or defending Party.

         (c) Transition.  For a period of 24 months after the Closing Date, each
Party and its  representatives  shall have reasonable  access to, and each shall
have the  right to  photocopy,  all of the  books and  records  relating  to the
Acquired  Assets,  including all personnel and medical records  required by law,
legal  process or subpoena,  in the  possession of the other Party in connection
with the Assumed  Obligations,  or other matters  relating to or affected by the
operation of the Vision Centers or the Laboratory. During such period, the Buyer
agrees to provide the Sellers and their representatives during ordinary business
hours and upon reasonable  notice and at any Seller's  request,  with reasonable
access to employees of the Buyer for purposes of winding down the estates of the
Sellers.  If the Party in  possession  of such books and records shall desire to
dispose of any such books and records  upon or prior to the  expiration  of such
period,  such Party  shall,  prior to such  disposition,  give the other Party a
reasonable  opportunity at such other Party's  expense,  to segregate and remove
such books and records as such other Party may select.

         (d) Tax  Assistance.  The Buyer and the Sellers shall provide the other
with such  assistance  as may  reasonably  be requested by the other  Parties in
connection  with  the  preparation  of  any  Tax  Return,  any  audit  or  other
examination  by  any  taxing  authority,   or  any  judicial  or  administrative
proceedings  relating to liability  for Taxes,  and each will retain and provide
the requesting  Party with any records or  information  which may be relevant to
such return,  audit or examination,  proceeding or determination.  The Buyer and
the Sellers will each provide the other Parties with any final  determination of
any such audit or  examination,  proceeding  or  determination  that affects any
amount required to be shown on any Tax Return of the other Party for any period.

                                       26

Without  limiting the generality of the  foregoing,  each of the Buyer and Vista
(on  behalf  of all the  Sellers)  will  retain,  until  the  expiration  of the
applicable  statutes of limitation  (including any extensions thereof) copies of
all Tax Returns,  supporting  work  schedules and other records  relating to Tax
periods  or  portions  thereof  ending  on or prior  to the  Closing  Date.  Any
information  obtained  pursuant  to  this Section 9(d) or  pursuant to any other
Section  hereof  providing for the sharing of  information  or review of any Tax
Return or other  schedule  relating to Taxes shall be kept  confidential  by the
Parties.

         (e) Tax Responsibility.  In the case of any Taxes that are imposed on a
periodic  basis and are  payable  for any taxable  period  beginning  before and
ending  after the Closing Date (a  "Straddle  Period"),  the portion of such Tax
that  relates to the portion of such taxable  period  ending on the Closing Date
shall (i) in the case of any Taxes,  other  than Taxes  based upon or related to
income or  receipts,  be deemed to be the  amount of such  Taxes for the  entire
period (or, in the case of such Taxes determined on an arrears basis, the amount
of such Taxes for the  immediately  preceding  period),  whether  actually  paid
before, during, or after such period,  multiplied by a fraction the numerator of
which is the number of calendar days in the period ending on (and including) the
Closing Date and the  denominator of which is the number of calendar days in the
entire period, and (ii) in the case of any Taxes based upon or related to income
or receipts, be deemed equal to the amount which would be payable if the taxable
year ended on the close of  business  on the  Closing  Date.  Any  credits for a
Straddle  Period shall be prorated,  based upon the fraction  employed in clause
(i) of the preceding sentence. If Vista or any of its Affiliates has prepaid any
Taxes for a Straddle  Period and such prepaid Taxes exceed the Seller's share of
such Taxes under  this Section 9(e), the Buyer shall pay Vista (on behalf of all
the Sellers) the amount of such excess  promptly  upon the  finalization  of the
calculation  of the allocation of Taxes  described in  this Section 9(e). If the
Parties cannot, within 90 days of the Closing Date, agree upon the allocation of
Taxes  described in this Section 9(e),  then the  Accounting  Firm shall (at the
equal expense of Vista and the Buyer) review the relevant  documents and submit,
within  30  days  after  the  relevant   documents  are  submitted  to  it,  its
determination, which shall be final and binding upon the Parties.

         (f) Prorations and Cash Losses.  Within 60 days after the Closing Date,
(i) the Parties will calculate and  reconcile,  by payment from one Party to the
other Party,  all amounts  which,  on the Closing Date, the Parties were to have
calculated and  reconciled pursuant  to Section 3(e) above,  and (ii) Vista will
calculate (subject to the reasonable review and objection by the Buyer) the cash
losses, if any,  incurred by the Sellers pursuant to Section 2(f) above, and the
Buyer  shall pay such  amount to Vista (on  behalf of all the  Sellers).  If the
Parties cannot,  within 60 days of the Closing Date, agree upon the calculations
described in  this Section 9(f),  then the  Accounting  Firm shall (at the equal
expense of Vista and the Buyer) review the relevant documents and submit, within
30 days after the relevant  documents  are  submitted to it, its  determination,
which shall be final and binding upon the Parties.

         (g) Solicitation of Employees.  Vista (on behalf of the Sellers) agrees
that,  for a period of one year following the Closing Date, it and they will not
solicit any agency,  employment,  consulting,  or other  contract or arrangement
with any  employee or  independent  optometrist  of the Buyer  without the prior
written permission of the Buyer. The Buyer agrees that, for a period of one year
from the Closing  Date,  it and they will not  solicit  any agency,  employment,
consulting,  or other contract or  arrangement  with any employee or independent
optometrist of the Sellers without the prior written permission of Vista.

                                       27

         (h)  Solicitation  of  Customers.  The Sellers  will  neither  directly
solicit or advertise to customers of the Vision  Centers using customer lists or
customer data in any format in the  possession of the Sellers on or prior to the
Closing Date,  nor disclose the contents of such  customer  lists or data to any
party other than a Party, unless any Seller is obligated by court order or other
legal process to do so. It is understood and agreed that all such customer lists
and data are  included  in the  Acquired  Assets and will  become the  exclusive
property of the Buyer at the Closing.

         (i) Managed Care  Contracts.  During a period expiring six months after
the Closing Date,  Vista will endeavor to renegotiate any existing  managed care
contracts  so that the Buyer  will  have the  opportunity  to have the  economic
benefit of that portion of the managed  care  contracts  which  results from the
ownership of the Vision Centers.

         (j) Return  Policy.  The  Parties  acknowledge  that one of the Assumed
Obligations  is the 90 day  merchandise  return  policy  offered  by the  Vision
Centers  (the  "Return  Policy")  and that the Sellers have agreed to credit the
Buyer for cash refunds  issued by the Buyer pursuant to the Return Policy in the
90 day period following the Closing Date. As part of the services provided under
the Temporary IT Services  Agreement,  Vista shall, within 30 days following the
end of each of the first four months after the Closing  Date,  provide the Buyer
and Vista (on behalf of all the  Sellers)  with an  accounting  showing all cash
refunds  issued by the Buyer  during such month  pursuant to the Return  Policy.
Such  accounting  shall be final and  binding on the  Parties,  absent  manifest
error.  Provided that neither Vista nor the Buyer objects to such accounting (or
to any refunds  issued under the Return  Policy) within 15 days of receiving it,
the Buyer shall be entitled  to reduce,  effective  the last day of the month in
which Vista provided the accounting to the Buyer and Vista, the principal amount
of the Buyer Note (as if the Buyer had made a permitted  prepayment  thereunder)
by the amount of the cash refunds issued by the Buyer in the previous  month. If
the Buyer or Vista  does so  object,  the  objecting  Party  will  provide  such
additional  information  as the other  Party  may  reasonably  request,  and the
Parties shall enter into good faith  negotiations  to resolve the dispute.  Upon
resolution  of any  objections  by a Party,  the agreed  upon amount of the cash
refunds shall be deemed a permitted  prepayment  under the Buyer Note  effective
the end of the month in which the Parties  have  resolved  the  objections.  The
Buyer shall be entitled to credit  hereunder only for cash refunds (i) issued in
strict  compliance  with the Return Policy and (ii) arising out of goods sold at
the Vision  Centers prior to the Closing Date.  The maximum amount of the credit
to which the Buyer may be  entitled  under  this  Section  9(j) shall not exceed
three times the monthly  average of refunds  issued by the Vision  Centers under
the Return Policy during the 12 month period  expiring on January 31, 2001.  Any
dispute under this Section 9(j) which the Parties are unable to resolve shall be
referred to the Accounting  Firm, whose decision shall be final and binding upon
the Parties, and whose fees and expenses shall be evenly shared by Vista and the
Buyer.

         10. Indemnification.
             ---------------

         (a)  Indemnification  Provisions  for Benefit of the Buyer.  Subject to
Section 10(f) below, each Seller agrees to indemnify,  defend, and hold harmless
the Buyer from and against Adverse  Consequences  the Buyer shall suffer through
and  after  the date of the claim for  indemnification  (including  any  Adverse
Consequences  the Buyer shall  suffer after the end of any  applicable  survival
period) caused by the Indemnifiable Matters; provided, however, that, within the
applicable survival period described in Section 12(a) below, the Buyer must make
a written claim for indemnification against the Seller pursuant to Section 12(h)
below,  and  provided,  further,  however,  that the  Seller  shall not have any
obligation  to  indemnify  the Buyer from and against  any Adverse  Consequences
caused by the

                                       28

         Indemnifiable Matters until the Buyer has suffered Adverse Consequences
         by  reason  of all such  Indemnifiable  Matters  in excess of a $50,000
         aggregate  threshold  (at which point the Seller will be  obligated  to
         indemnify the Buyer from and against the Adverse Consequences  relating
         back to the first dollar).

         (b)  Indemnification  Provisions  for Benefit of the Seller.  The Buyer
agrees to  indemnify,  defend,  and hold  harmless  each Seller from and against
Adverse  Consequences such Seller shall suffer through and after the date of the
claim for indemnification  (including any Adverse  Consequences the Seller shall
suffer  after  the  end  of  any  applicable  survival  period)  caused  by  the
Indemnifiable  Matters;  provided,  however,  that, within the applicable period
described  in Section  12(a)  below,  the Seller  must make a written  claim for
indemnification against the Buyer pursuant to Section 12(h) below, and provided,
further,  however, that the Buyer shall not have any obligation to indemnify any
Seller from and against any  Adverse  Consequences  caused by the  Indemnifiable
Matters until the Sellers have in the aggregate suffered Adverse Consequences by
reason of all such  Indemnifiable  Matters  in  excess  of a  $50,000  aggregate
threshold  (at  which  point  the  Buyer  will be  obligated  to  indemnify  the
applicable  Sellers from and against the Adverse  Consequences  relating back to
the first dollar).

         (c) Procedures.

                  (i)  If  any  third   party   shall   notify  any  Party  (the
         "Indemnified  Party")  with  respect to any Third Party Claim which may
         give rise to a claim for  indemnification  against any other Party (the
         "Indemnifying Party") under this Section 10, then the Indemnified Party
         shall  promptly  notify  each  Indemnifying  Party  thereof in writing;
         provided,  however,  that no delay on the part of the Indemnified Party
         in notifying  any  Indemnifying  Party shall  relieve the  Indemnifying
         Party from any  obligation  hereunder  unless  (and then  solely to the
         extent) the Indemnifying Party thereby is prejudiced.

                  (ii) In the event of any Third Party Claim,  any  Indemnifying
         Party will have the right to defend the  Indemnified  Party against the
         Third Party Claim with counsel of its choice reasonably satisfactory to
         the Indemnified  Party so long as (A) the  Indemnifying  Party notifies
         the  Indemnified  Party in writing  within 15  Business  Days after the
         Indemnified  Party has given  notice of the Third  Party Claim that the
         Indemnifying  Party  will,  subject  to the  terms  of this  Agreement,
         indemnify   the   Indemnified   Party  from  and  against  the  Adverse
         Consequences the Indemnified  Party may suffer resulting from,  arising
         out of,  relating  to, in the nature  of, or caused by the Third  Party
         Claim, (B) the Indemnifying  Party provides the Indemnified  Party with
         evidence  reasonably  acceptable  to the  Indemnified  Party  that  the
         Indemnifying Party will have the financial  resources to defend against
         the Third  Party  Claim and  fulfill  its  indemnification  obligations
         hereunder,  (C) the Third Party Claim  involves  only money damages and
         does not seek an injunction or other equitable  relief,  (D) settlement
         of, or an adverse  judgment  with  respect to, the Third Party Claim is
         not, in the good faith  judgment of the  Indemnified  Party,  likely to
         establish a precedential  custom or practice  materially adverse to the
         continuing  business  interests of the Indemnified  Party,  and (E) the
         Indemnifying  Party  conducts  the  defense  of the Third  Party  Claim
         actively and diligently.

                  (iii)  So long as the  Indemnifying  Party is  conducting  the
         defense of the Third Party Claim in accordance  with Section 10 (c)(ii)
         above, (A) the Indemnified Party may retain separate  co-counsel at its
         sole cost and expense and participate in the defense of the Third

                                       29

         Party Claim, (B) the Indemnified Party will not consent to the entry of
         any  judgment or enter into any  settlement  with  respect to the Third
         Party Claim without the prior written consent of the Indemnifying Party
         (not to be withheld unreasonably),  and (C) the Indemnifying Party will
         not consent to the entry of any  judgment or enter into any  settlement
         with respect to the Third Party Claim without the prior written consent
         of the Indemnified Party (not to be withheld unreasonably).

                  (iv) In the event any of the  conditions in Section 10 (c)(ii)
         above is or becomes unsatisfied, however, (A) the Indemnified Party may
         defend against,  and consent to the entry of any judgment or enter into
         any settlement  with respect to, the Third Party Claim in any manner it
         reasonably may deem  appropriate  (and the  Indemnified  Party need not
         consult  with, or obtain any consent from,  any  Indemnifying  Party in
         connection therewith),  (B) the Indemnifying Parties will reimburse the
         Indemnified  Party promptly and periodically for the costs of defending
         against the Third Party Claim (including reasonable attorneys' fees and
         expenses), and (C) the Indemnifying Parties will remain responsible for
         any Adverse  Consequences  the Indemnified  Party may suffer  resulting
         from,  arising out of,  relating to, in the nature of, or caused by the
         Third Party Claim to the fullest extent provided in this Section 10.

         (d) Adjustment of Purchase Price.  All  indemnification  payments under
this  Section 10 shall be deemed  adjustments  to the  Purchase  Price.  For the
purpose of determining  Adverse  Consequences  under this Section 10, each Party
shall make appropriate  adjustments for payments  received by it under insurance
coverage as a result of the Adverse Consequences.

         (e)  Limitations  and   Exclusivity.   No  Party  entitled  to  receive
indemnification  under this Agreement  shall be entitled to recover any special,
consequential,  or exemplary  damages  under  this Section 10 in addition to any
Adverse  Consequences.  The Parties agree that the sole and exclusive remedy for
Adverse Consequences suffered by the Buyer arising or relating to this Agreement
or the Contemplated Transactions shall be pursuant to this Section 10.

         (f) Maximum  Exposure.  The aggregate  amount of all claims  subject to
indemnification  hereunder  by  the  Sellers  (collectively)  shall  not  exceed
$350,000.

         11. Termination.
             ------------

         (a) Termination of Agreement. Certain of the Parties may terminate this
Agreement as provided below:

                  (i) the  Buyer  and  Vista  (on  behalf  of the  Sellers)  may
         terminate this Agreement by mutual written consent at any time prior to
         the Closing;

                  (ii) the Buyer may terminate  this Agreement by giving written
         notice to the Seller at any time prior to the  Closing in the event (A)
         Vista has

                                       30

         given the Buyer any notice  pursuant  to Section 7(f) above,  (B) after
         notice of the  breach,  the breach  has  continued  without  cure for a
         period  expiring  on the  earlier  of April 21,  2001 or 30 days  after
         notice of the breach and (C) the development that is the subject of the
         notice or notices has had or is demonstrably  likely to have a material
         adverse effect upon the financial condition of the Vision Centers taken
         as a whole or the Laboratory;

                  (iii)  Vista (on behalf of the  Sellers)  may  terminate  this
         Agreement  by giving  written  notice to the Buyer at any time prior to
         the  Closing  (A) in the  event the Buyer  has  breached  any  material
         representation,  warranty,  or covenant  contained in this Agreement in
         any material respect,  Vista has notified the Buyer of the breach,  and
         the breach has continued without cure for a period of 30 days after the
         notice of the breach,  provided,  however,  that such cure period shall
         not apply to a breach of the  Buyer's  covenants  contained  in Section
         3(b)  and Section 7(d)(iii)  above or (B) if the Closing shall not have
         occurred on or before April 21,  2001,  by reason of the failure of any
         condition  precedent  under Section 8(b)  hereof  caused by the acts or
         omissions of the Buyer or its agents;

                  (iv) by the Buyer or Vista (on behalf of all the Sellers),  if
         any Seller executes and delivers a definitive agreement with respect to
         an Alternative  Offer,  and the Seller has not assigned its rights (and
         caused the related  obligations  to be assumed)  hereunder  pursuant to
         Section 12(e) below; or

                  (v) by the Buyer or Vista (on behalf of all the  Sellers),  if
         the Bankruptcy Court enters an order approving any Alternative Offer.

         (b) Effect of Termination.

                  (i) General.  In the event of a termination  of this Agreement
         pursuant to Section  11(a),  this  Agreement will become void and of no
         further force and effect,  except for the  provisions of Sections 7(e),
         12(h), 12(i), 12(l), 12(p), and this Section 11(b); provided,  however,
         nothing in this  Section  11(b) will be deemed to release  the Buyer or
         any Seller from any liability for breach by such Party of the terms and
         provisions of this Agreement except as otherwise specifically set forth
         herein.

                  (ii)  Disposition  of  Deposit  upon   Termination.   If  this
         Agreement is terminated (i) pursuant to Section  11(a)(i),  (ii) by the
         Buyer  pursuant to Section  11(a)(ii)-Section  11(a)(v)  (exclusive  of
         Section  11(a)(iii)),  or (iii) by Vista  (on  behalf  of all  Sellers)
         pursuant to Section 11(a) (iv) or Section  11(a)(v),  the Deposit shall
         be returned by the Escrow  Agent to the Buyer to an account  designated
         by the  Buyer  in its  notice  of  termination.  If this  Agreement  is
         terminated  by Vista (on  behalf  of the  Sellers)  pursuant to Section
         11(a)(iii),  the Deposit  shall be  distributed  by the Escrow Agent to
         Vista in accordance with the Escrow Agreement,  it being understood and
         agreed that, upon the distribution of the Deposit to Vista, the Sellers
         shall be deemed to have accepted such Deposit as liquidated  damages in
         full and complete  satisfaction of any and all claims against the Buyer
         and  its  Affiliates  under  or  related  to  this  Agreement  and  its
         termination,  and the Sellers will thereby  relinquish  and release all
         remedies  against the Buyer and its  Affiliates,  and their  respective
         shareholders,  members,  officers,  directors,  employees,  agents  and
         representatives,  from  any and all  claims  of every  type  and  kind,
         whether arising at law or in equity.

                  (iii) Expense  Reimbursement.  In the event this  Agreement is
         terminated  (A) by Vista (on  behalf of all the  Sellers)  pursuant  to
         Section  11(a)(iv) or Section  11(a)(v) or (B) by the Buyer pursuant to
         Section 11(a)(ii)- Section 11(a)(v) (exclusive of Section  11(a)(iii)),
         then Vista shall,  provided that the Buyer has not previously  breached
         in any  material  respect  and  failed  (by the later of (I) seven days
         after  Vista  has given  Notice of any  breach to the Buyer or (II) the
         date of the hearing on the motion  seeking  entry of the Sale Order) to
         cure any material provisions of this Agreement,  immediately pay to the
         Buyer an amount equal to the lesser of (x) the reasonable out of pocket
         costs  incurred by the Buyer in  connection  with the  negotiation  and
         execution  of  this   Agreement  and  the   Contemplated   Transactions
         (including the performance

                                       31

         of any  due  diligence  in  connection  therewith)  and  (y)  $250,000,
         provided,  however,  that the Buyer's  reasonable  out of pocket  costs
         shall be deemed to be not less than $175,000.

         12. Miscellaneous.
             --------------

         (a)   Survival  of   Representations   and   Warranties.   All  of  the
representations  and warranties of the Parties contained in this Agreement shall
expire, terminate, and extinguish on the Closing Date and shall be of no further
force  or  effect  thereafter.  All  covenants  and  agreements  of the  Parties
contained in this Agreement shall survive the  consummation of the  Contemplated
Transactions, unless otherwise specifically provided herein. The survival period
for  purposes  of Section  10(a) and Section  10(b) above shall  expire 270 days
after the Closing Date.

         (b) Corporate  Names.  The Buyer  acknowledges  that from and after the
Closing Date, the Sellers have the absolute and exclusive  proprietary  right to
all  names,  marks,  trade  names and  trademarks  (collectively,  the  "Names")
incorporating  "National Vision", by themselves or in combination with any other
Name and that none of the rights  thereto  or  goodwill  represented  thereby or
pertaining  thereto is being transferred hereby or in connection  herewith.  The
Buyer  agrees  that  from and after the  Closing  Date it will not,  nor will it
permit any of its Affiliates to, use any name, phrase or logo  incorporating any
of the Names in or on any of its  literature,  sales  materials  or  products or
otherwise in connection with the sale of any products or services.

         (c) No Third-Party  Beneficiaries.  This Agreement shall not confer any
rights or  remedies  of any nature  whatsoever  upon any  Person  other than the
Parties and their respective successors and permitted assigns.

         (d) Entire Agreement.  This Agreement (including the documents referred
to herein) constitutes the entire agreement between the Parties and, except only
for  the  Confidentiality   Agreement,   supersedes  any  prior  understandings,
agreements,  or representations  by or between the Parties,  written or oral, to
the extent they related in any way to the subject matter hereof.

         (e) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted  assigns.  No Party may assign either this Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other Party provided,  however,  that (i) the Buyer may (A) assign any or
all of its rights and interests  hereunder to one or more of its Affiliates,  or
(B) assign its rights and interests  hereunder only with respect to the Acquired
Assets  located at the  Laboratory  to a Person which (w) has, as of the time of
such  assignment  and at all times  through the Closing  Date, a net worth of at
least $50,000,000 and (x) is a nationally recognized corporate entity engaged in
the business of optical  manufacturing (such Person, an "Approved Person"),  and
(C)  designate  (y) one or more of its  Affiliates  to perform  its  obligations
hereunder or (z), in the case of a partial assignment to an Approved Person, the
Approved  person to perform the obligations  relating to any partial  assignment
described  above in  this Section 12(e) (in any or all of which  cases the Buyer
nonetheless  shall  remain  responsible  for  the  performance  of  all  of  its
obligations  hereunder)  and  (ii) the  Sellers  may  assign  their  rights  and
obligations hereunder to any purchaser of substantially all of their assets.

         (f)  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

                                       32

         (g)  Headings.  The section  headings  contained in this  Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

         (h)  Notices.  All  notices,  requests,   demands,  claims,  and  other
communications  hereunder  (collectively,  "Notices")  will be in  writing.  Any
Notice  shall be deemed duly given if (and then two  Business  Days after) it is
sent  either by  recognized  overnight  delivery  service  or by  registered  or
certified mail, return receipt requested,  postage prepaid, and addressed to the
intended recipient as set forth below:

         If to Vista (on behalf of all the Sellers):          Copy to:
                                                           
         Vista Eyecare, Inc.                                  Kilpatrick, Stockton LLP
         296 Grayson Highway                                  1100 Peachtree Street - Suite 2800
         Lawrenceville, GA  30045                             Atlanta, GA  30309
         Attention:  General Counsel                          Attention:  Dennis Meir, Esq.

         If to the Buyer:                                     Copy to:

         Vista Acquisition LLC                                Rand, Rosenzweig, Smith, Radley,
         105 Remington Boulevard                              Gordon & Burstein LLP
         Ronkonoma, NY  11779                                 605 Third Avenue - 24th Floor
         Attention:  Michael Keating                          New York, NY  10158
                                                              Attention:  Howard M. Landa, Esq.

Any Party may send any Notice to the intended recipient at the address set forth
above using any other means (including  personal  delivery,  messenger  service,
telecopy, telex, ordinary mail, or electronic mail), but no such Notice shall be
deemed to have been duly given  unless and until it  actually is received by the
intended recipient.  Any Party may change the address to which Notices are to be
delivered by giving the other Party notice in the manner herein set forth.

         (i) Governing Law. This Agreement shall be governed by and construed in
accordance  with the domestic laws of the State of Georgia without giving effect
to any choice or  conflict  of law  provision  or rule  (whether of the State of
Georgia or any other  jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Georgia.

         (j)  Amendments  and Waivers.  No  amendment  of any  provision of this
Agreement  shall be valid  unless the same shall be in writing and signed by the
Buyer and Vista (on behalf of all the Sellers).

         (k)  Severability.  Any term or  provision  of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation or in any other jurisdiction.

         (l)  Expenses.  Each of the Buyer and each of the Sellers will bear its
own  costs  and  expenses  (including  legal  fees  and  expenses)  incurred  in
connection  with this  Agreement  and the  Contemplated  Transactions,  subject,
however, to the provisions of Section 11(b)(iii) above.

         (m)  Construction  and  Interpretation.  The Parties have  participated
jointly in the  negotiation  and  drafting  of this  Agreement.  In the event an
ambiguity or question of intent or

                                       33

interpretation  arises,  this Agreement shall be construed as if drafted jointly
by the Parties  and no  presumption  or burden of proof shall arise  favoring or
disfavoring  any Party by virtue of the  authorship of any of the  provisions of
this  Agreement.  Any reference to any federal,  state,  or local statute or law
shall be deemed also to refer to all amendments thereto, as well as to all rules
and regulations promulgated  thereunder,  unless the context requires otherwise.
The word "including" shall mean including without limitation. The listing of any
item on any particular  Schedule shall be effective as a disclosure on any other
relevant  Schedule  (whether or not specifically  listed on such other Schedule)
and therefore as an exception or modification of any representation and warranty
pertaining to such other Schedule.  Unless the context otherwise  requires,  (i)
all  references  to  Sections  are to  Sections  in this  Agreement,  (ii)  each
accounting term not otherwise defined in this Agreement has the meaning assigned
to it in accordance with GAAP, and (iii) words in the singular or plural include
the  singular  and  plural and  pronouns  stated in either  the  masculine,  the
feminine or neuter gender shall include the masculine,  feminine and neuter. The
words "this  Agreement"  mean this Asset Purchase  Agreement  (together with all
Exhibits  and  Schedules)  as it may from time to time  hereafter  be amended or
otherwise modified in accordance herewith; and "hereto", "herein", "hereof", and
similar terms refer to this Asset  Purchase  Agreement in its entirety  unless a
specific provision is stipulated.

         (n) Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified  in this  Agreement are  incorporated  herein by reference and made a
part hereof.

         (o) Waiver of Right to  Rescind.  If the  Closing  occurs,  each of the
Parties waives  (notwithstanding any breach by any Party of its representations,
warranties,  or covenants set forth in this Agreement) any rights it may have to
rescind either this Agreement or the  Contemplated  Transactions.  The foregoing
waiver  shall not affect any other  rights or remedies  available to the Parties
under this Agreement.

         (p)  Disputes.  The  Parties  hereby  agree  that  any and all  claims,
actions,  causes of action,  suits, and proceedings  relating in any way to this
Agreement  (collectively,  "Disputes") shall be filed and maintained only in the
Bankruptcy  Court and the Parties  hereby  consent to the  jurisdiction  of such
Court; provided, however, that if the Chapter 11 Case has been closed, or if the
Bankruptcy  Court  otherwise  determines not to exercise  jurisdiction  over the
Dispute,  the Dispute shall be settled by  arbitration  (before a panel of three
arbitrators)  pursuant to the rules then  existing of the  American  Arbitration
Association in Washington,  D.C. The arbitrators  shall be selected from a panel
of persons  knowledgeable in commercial matters, at least one of the arbitrators
so  selected  shall be an  attorney,  and at  least  one of the  arbitrators  so
selected shall be a certified  public  accountant  practicing  with a "Big Five"
accounting  firm.  The  decision of the  arbitrators  shall be binding  upon the
Parties  and  judgment  upon  the  award  may be  entered  in any  court  having
jurisdiction  thereof;  provided,  however,  that the arbitrators  shall have no
authority  to grant  equitable  relief or to award  punitive  damages  under any
circumstances. The Parties consent that any notice of arbitration upon the other
Party by the Party  instituting such arbitration  shall be deemed  sufficient if
made in accordance with Section 12(h) above, and that such notice shall have the
same  effect as if personal  service of notice had been made.  Neither any Party
nor the  arbitrators  may disclose the  existence or results of any  arbitration
hereunder  without the prior  written  consent of the other Party;  nor will any
Party disclose to any third party any confidential  information disclosed by any
other Party in the course of an arbitration  hereunder without the prior written
consent of such other Party.

         (q) Bankruptcy Court Approval. The obligations of the Sellers hereunder
shall be subject to the approval of the Bankruptcy Court.

                                       34

IN WITNESS  WHEREOF,  the Parties have  executed  this  Agreement as of the date
first above written.

                                         VISTA ACQUISITION LLC

                                         By:              /s/
                                                   -----------------------------
                                         Title:
                                                   -----------------------------

                                         VISTA EYECARE, INC.

                                         By:                /s/
                                                   -----------------------------
                                         Title:
                                                   -----------------------------

                                         FRAME-N-LENS OPTICAL, INC.

                                         By:                 /s/
                                                   -----------------------------
                                         Title:
                                                   -----------------------------

                                         MIDWEST VISION, INC.

                                         By:                    / s/
                                                   -----------------------------
                                         Title:
                                                   -----------------------------

                                         NEW WEST EYEWORKS, INC.

                                         By:                         /s/
                                                   -----------------------------
                                         Title:
                                                   -----------------------------