SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM T-3

           FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE
                          TRUST INDENTURE ACT OF 1939.

                NATIONAL VISION, INC. (f/k/a VISTA EYECARE, INC.)
 ------------------------------------------------------------------------------
                               (NAME OF APPLICANT)

                  296 GRAYSON HIGHWAY, LAWRENCEVILLE, GA 30045
 ------------------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

           SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED

           TITLE OF CLASS                                AMOUNT
  12% Senior Secured Notes due 2009      $120,000,000 (plus accreted interest)

Approximate date of issuance: As soon as practicable after this Form T-3 becomes
effective.

Name and address of agent for service:          Mitchell Goodman
                                                National Vision, Inc.
                                                296 Grayson Highway
                                                Lawrenceville, GA  30045

                                                With a copy to:

                                                Jan M. Davidson
                                                Kilpatrick Stockton LLP
                                                1100 Peachtree Street, N.E.
                                                Atlanta, GA  30309

         The applicant hereby amends this application for qualification on such
date or dates as may be necessary to delay its effective date until the
applicant shall file a further amendment which specifically states that this
application shall thereafter become effective in accordance with Section 307(c)
of the Trust Indenture Act of 1939 or until the application shall become
effective on such date as the Commission, acting pursuant to said Section
307(c), may determine.

                                     GENERAL

         1.       GENERAL INFORMATION. Furnish the following as to the
                  applicant:

                  (a)      Form of organization.
                           A corporation.

                  (b)      State or other sovereign power under the laws of
                           which organized. Georgia.

         2.       SECURITIES ACT EXEMPTION APPLICABLE. State briefly the facts
relied upon by the applicant as a basis for the claim that registration of the
indenture securities under the Securities Act of 1933 is not required.

         Vista Eyecare, Inc., a Georgia corporation (the "Company"), proposes to
issue, as part of its First Amended Joint Plan of Reorganization Under Chapter
11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and Certain of
its Debtor Subsidiaries (the "Parent Plan of Reorganization") and its First
Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States
Code, Filed by Frame-N-Lens Optical, Inc.; Midwest Vision, Inc.; New West
Eyeworks, Inc.; and Certain of their Debtor Subsidiaries (the "Subsidiaries Plan
of Reorganization"), each as amended by the Modification to First Amended Joint
Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by
Vista Eyecare, Inc. and Certain of its Debtor Subsidiaries and First Amended
Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code,
Filed by Frame-N-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks,
Inc.; and Certain of their Debtor Subsidiaries (the "Modification" and,
collectively with the Parent Plan of Reorganization and the Subsidiaries Plan of
Reorganization, the "Plan of Reorganization"), its 12% Senior Secured Notes due
2009 (the "Senior Notes"). Pursuant to the Plan of Reorganization, the creditors
of the Company will receive Senior Notes and common stock of the Company, in the
amounts specified in the Plan of Reorganization. On April 13, 2001, the United
States Bankruptcy Court for the District of Georgia (the "Bankruptcy Court")
approved the Company's First Amended Disclosure Statement to Accompany First
Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States
Code, Filed by Vista Eyecare, Inc. and Certain of its Debtor Subsidiaries and
First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United
States Code, Filed by Frame-N-Lens Optical, Inc.; Midwest Vision, Inc.; New West
Eyeworks, Inc.; and Certain of their Debtor Subsidiaries (the "Disclosure
Statement") as containing "adequate information" for the purpose of soliciting
votes of holders of claims against the Company for acceptance or rejection of
the Plan of Reorganization (Case Nos. 00-65214 to 00-65224). A copy of the
Disclosure Statement, with the Plan of Reorganization annexed thereto as an
exhibit, is attached hereto as Exhibit T3E. The Senior Notes are to be issued
under an indenture (the "Senior Note Indenture") between the Company and State
Street Bank and Trust Company, a form of which is attached hereto as Exhibit
T3C.

         The Company believes that the issuance of the Senior Notes is exempt
from the registration requirements of the Securities Act of 1933 (the
"Securities Act") pursuant to Section 1145(a)(1) of the United States Bankruptcy
Code (the "Bankruptcy Code"). Generally, Section 1145(a)(1) of the Bankruptcy
Code exempts the issuance of securities from the registration requirements of
the Securities Act and equivalent state securities and "blue sky" laws if the
following conditions are satisfied: (i) the securities are issued by a debtor,
an affiliate participating in a joint plan of reorganization with the debtor, or
a successor of the debtor under a plan of reorganization, (ii) the recipients of
the securities hold a claim against, an interest in, or a claim for an
administrative expense against, the debtor, and (iii) the securities are issued
entirely in exchange for the recipient's claim against or interest in the
debtor, or are issued "principally" in such exchange and "partly" for cash or
property. The Company believes that the issuance of securities contemplated by
the Plan of Reorganization will satisfy the aforementioned requirements.

                                  AFFILIATIONS

         3.       AFFILIATES. Furnish a list or diagram of all affiliates of the
applicant and indicate the respective percentages of voting securities or other
bases of control.

         (a)      Please see Items 4 and 5.

         (b)      The following chart sets forth the relationship among the
Company and all of its subsidiaries, including their respective percentages of
voting securities, as of May 24, 2001.

Name of Entity                             Percentage of Voting Securities Held                          Relationship
- --------------                             ------------------------------------                          ------------

Vista Optical Express, Inc.                                100%                      Wholly-owned subsidiary of Vista
                                                                                                        Eyecare, Inc.
NVAL Healthcare Systems, Inc.                              100%                      Wholly-owned subsidiary of Vista
                                                                                                        Eyecare, Inc.
International Vision Associates, Ltd.                      100%                      Wholly-owned subsidiary of Vista
                                                                                                        Eyecare, Inc.
Frame-n-Lens Optical, Inc.                                 100%                      Wholly-owned subsidiary of Vista
                                                                                                        Eyecare, Inc.
Midwest Vision, Inc.                                       100%                      Wholly-owned subsidiary of Vista
                                                                                                        Eyecare, Inc.

                                         
New West Eyeworks, Inc.                                    100%                      Wholly-owned subsidiary of Vista
                                                                                                        Eyecare, Inc.
Family Vision Centers, Inc.                 100% by Frame-n-Lens Optical, Inc.             Wholly-owned subsidiary of
                                                                                           Frame-n-Lens Optical, Inc.
Vision Administrators, Inc.                 100% by Frame-n-Lens Optical, Inc.             Wholly-owned subsidiary of
                                                                                           Frame-n-Lens Optical, Inc.
Alexis Holding Company, Inc.                  100% by New West Eyeworks, Inc.          Wholly-owned subsidiary of New
                                                                                                  West Eyeworks, Inc.
Vista Eyecare Network, LLC                    100% by New West Eyeworks, Inc.          Wholly-owned subsidiary of New
                                                                                                  West Eyeworks, Inc.
Mexican Vision Associates, S.A. de C.V.         100% by International Vision         Wholly-owned subsidiary of Vista
                                                        Associates, Ltd.                                Eyecare, Inc.
Mexican Vision Associates Operadora,      100% by Mexican Vision Associates, S.A.          Wholly-owned subsidiary of
S. de R.L. de C.V.                                        de C.V.                     Mexican Vision Associates, S.A.
                                                                                                              de C.V.
Mexican Vision Associates Servicios,      100% by Mexican Vision Associates, S.A.          Wholly-owned subsidiary of
S. de R.L. de C.V.                                        de C.V.                     Mexican Vision Associates, S.A.
                                                                                                              de C.V.
NVAL Visioncare Systems of California,     100% by NVAL Healthcare Systems, Inc.      Wholly-owned subsidiary of NVAL
Inc.                                                                                         Healthcare Systems, Inc.
NVAL Visioncare Systems of North           100% by NVAL Healthcare Systems, Inc.      Wholly-owned subsidiary of NVAL
Carolina, Inc.                                                                               Healthcare Systems, Inc.
ProCare Eye Exam, Inc.                      100% by Frame-n-Lens Optical, Inc.             Wholly-owned subsidiary of
                                                                                           Frame-n-Lens Optical, Inc.
National Vision Associates of Canada     100% by International Vision Associates,       Wholly-owned by International
Ltd.                                                       Ltd.                               Vision Associates, Ltd.
International Vision Associates          100% by International Vision Associates,       Wholly-owned by International
(Netherlands) B.V.                                         Ltd.                               Vision Associates, Ltd.
CECIVA B.V.                               100% by International Vision Associates       Wholly-owned by International
                                                    (Netherlands) B.V.                Vision Associates (Netherlands)
                                                                                                                 B.V.
Czech Vision Associates s.r.o.                      100% by CECIVA B.V.                   Wholly-owned by CECIVA B.V.
Slovak Vision Associates s.r.o.                     100% by CECIVA B.V.                   Wholly-owned by CECIVA B.V.

         (c)      The above stated relationships between the Company and its
subsidiaries will remain the same after the effective date of the Plan of
Reorganization.

                             MANAGEMENT AND CONTROL

         4.       DIRECTORS AND EXECUTIVE OFFICERS. List the names and complete
mailing addresses of all directors and executive officers of the applicant and
all persons chosen to become directors or executive officers. Indicate all
offices with the applicant held or to be held by each person named.

         The following chart sets forth the executive officers and directors of
the Company, as of May 24, 2001. Except as otherwise noted below, the address
for each executive officer and director listed below is 296 Grayson Highway,
Lawrenceville, Georgia 30045:

Name                                                                       Title
- ----                                                                       -----
                                      
James W. Krause                         Chief Executive Officer, President, and Chairman of the Board of Directors
Angus C. Morrison                       Senior Vice President, Chief Financial Officer

Mitchell Goodman                        Senior Vice President, General Counsel and Secretary
Charles M. Johnson                      Senior Vice President, Lens Manufacturing and Distribution
Eduardo A. Egusquiza                    Senior Vice President, Information Technology
Michael J. Boden                        Executive Vice President, Retail Operations
Richard D. Anderson                     Senior Vice President, Real Estate
Robert W. Stein                         Senior Vice President, Human Resources and Professional Services
Peter T. Socha                          Senior Vice President, Strategic Planning and Managed Care, Director
Timothy W. Ranney                       Vice President, Corporate Controller
Ronald J. Green                         Director
James E. Kanaley                        Director

         The following chart sets forth the persons chosen to be executive
officers and directors of the Company upon the effective date of the Plan of
Reorganization. Except as otherwise noted below, the address for each executive
officer and director listed below is 296 Grayson Highway, Lawrenceville, Georgia
30045:

Name                                                                        Title
- ----                                                                        -----
                                       
James W. Krause                          Chief Executive Officer, President, and Chairman of the Board of Directors
Michael J. Boden                         Executive Vice President, Retail Operations
Eduardo A. Egusquiza                     Senior Vice President, Information Technology
Mitchell Goodman                         Senior Vice President, General Counsel and Secretary
Charles M. Johnson                       Senior Vice President, Manufacturing and Distribution
Angus C. Morrison                        Senior Vice President, Chief Financial Officer
Timothy W. Ranney                        Vice President, Corporate Controller
Robert W. Stein                          Senior Vice President, Human Resources and Professional Services
Peter T. Socha                           Director
Myrel Neuman                             Director
Robert Floum                             Director
Jeffrey Snow                             Director

         5.       PRINCIPAL OWNERS OF VOTING SECURITIES. Furnish the following
information as to each person owning 10 percent or more of the voting securities
of the applicant.

         As of May 5, 2001 (Insert date within 31 days):

            Col. A                         Col. B                       Col. C                       Col. D
  Name and Complete Mailing         Title of Class Owned             Amount Owned            Percentage of Voting
           Address                                                                              Securities Owned
  -------------------------         ---------------------            ------------            --------------------

Campbell B. Lanier, III                 Common Stock               4,363,062 (1)(2)                  20.7%

- -------------------------------------------------

(1) Includes shares owned by the following individuals and entities, who may be
deemed a "group" within the meaning of the beneficial ownership provisions of
the federal securities laws: Mr. Lanier (838,832 shares); Mr. Lanier's wife (750
shares); Campbell B. Lanier, IV (25,550 shares); ITC Service Company (3,356,648
shares);

William H. Scott, III (82,782 shares); Martha J. Scott (28,000 shares,
inclusive of 10,000 shares owned by the Scott Trust, of which Ms. Scott is the
sole trustee); William H. Scott, III Irrevocable Trust F/B/O Martha Scott (the
"Scott Trust") (10,000 shares); Bryan W. Adams (8,000 shares).

(2) Includes 24,375 shares which Mr. Lanier has the right to acquire under the
Company's Non-Employee Director Stock Option Plan.

         As of the effective date of the Plan of Reorganization:

            Col. A                         Col. B                       Col. C                       Col. D
  Name and Complete Mailing         Title of Class Owned             Amount Owned             Percentage of Voting
           Address                                                                              Securities Owned
  --------------------------        ---------------------            ------------             --------------------
                                                                                     
  Scudder High Yield Series-
   Scudder High Yield Fund
   c/o Zurich Scudder
   Investments, Inc.
   222 South Riverside Plaza
   Chicago, IL  60606               Common Stock                     1,302,857 shares (1)(2)(3)   26.06% (1)(2)(3)

  U.S. Bankcorp Investments, Inc.
  65 East 55 Street
  22nd Floor
  New York, NY  10022               Common Stock                     703,143 shares (1)(2)      14.06% (1)(2)

(1) Assumes an aggregate amount of unsecured claims of $175,000,000.
(2) Assumes a total of 5,000,000 shares will be issued.
(3) Includes aggregated shares to be held by ten Zurich Scudder Funds.

                                  UNDERWRITERS

         6.       UNDERWRITERS. Give the name and complete mailing address of
(a) each person who, within three years prior to the date of filing the
application, acted as an underwriter of any securities of the obligor which were
outstanding on the date of filing the application, and (b) each proposed
principal underwriter of the securities proposed to be offered. As to each
person specified in (a), give the title of each class of securities
underwritten.

         The following entities acted as underwriters in connection with the
offering of the Company's 12 3/4% Senior Notes due 2005:

                           Schroder & Co. Inc.
                           Equitable Center
                           787 South Avenue
                           New York, NY  10019-6016

                           NationsBanc Montgomery Securities LLC
                           231 S. LaSalle St., 18th Floor
                           Chicago, IL  60697

                           First Union Capital Markets
                           301 South College Street
                           Charlotte, NC  28280-0604

                               CAPITAL SECURITIES

         7.       CAPITALIZATION. (a) Furnish the following information as to
each authorized class of securities of the applicant.

         As of May 5, 2001 (Insert date within 31 days):

- -----------------------------------------------------------------------------------------------------------------
       Col. A                                            Col. B                             Col. C
TITLE OF CLASS                                       AMOUNT AUTHORIZED                AMOUNT OUTSTANDING
- -----------------------------------------------------------------------------------------------------------------

Common Stock, par value $.01 per share               100,000,000 shares                 21,169,103 shares
Preferred Stock, par value $1.00 per share           5,000,000 shares                   None
12 3/4% Senior Notes due 2005                        $125,000,000 of Notes              $125,000,000 of Notes

         As of the Effective Date of the Plan of Reorganization:

- -----------------------------------------------------------------------------------------------------------------
       Col. A                                            Col. B                             Col. C
TITLE OF CLASS                                       AMOUNT AUTHORIZED                AMOUNT OUTSTANDING*
- -----------------------------------------------------------------------------------------------------------------
                                                                                  
Common Stock, par value $.01 per share               10,000,000 shares                  5,000,000 shares
12% Senior Secured Notes due 2009                    $120,000,000 of Notes              $120,000,000 of Notes

     *Assumes that certain distribution elections are made in connection with
the Plan of Reorganization.

         (b)      Give a brief outline of the voting rights of each class of
voting securities referred to in paragraph (a) above.

         Each outstanding share of the Company's Common Stock has, and will
have, one vote with respect to all matters subject to common stockholder vote.

         Holders of the Senior Notes will not have any voting rights by reason
of ownership of those securities.

                              INDENTURE SECURITIES

         8.       ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the
analysis of indenture provisions required under Section 305(a)(2) of the Act.
All Capitalized terms in this Item 8 shall have the same meaning as provided for
in the Indenture.

(A)      Events of Default and Withholding of Notice of Default.

         The following are Events of Default under the Indenture:

         (i)      the failure to pay interest on any Notes when the same becomes
due and payable and the default continues for a period of 30 days (whether or
not such payment shall be prohibited by Article Ten of the Indenture);

         (ii)     the failure to pay the principal on any Notes, when such
principal becomes due and payable, at maturity, upon redemption or otherwise
(including the failure to make a payment to purchase Notes tendered pursuant to
a Change of Control Offer or the failure to make a mandatory redemption pursuant
to Section 3.06 of the Indenture) (whether or not such payment shall be
prohibited by Article Ten of the Indenture);

         (iii)    a default in the observance or performance of any other
covenant or agreement contained in the Indenture which default continues for a
period of 30 days after the Company receives written notice specifying the
default (and demanding that such default be remedied) from the Trustee or the
Holders of at least 25% of the outstanding principal amount of the Notes (except
in the case of a default with respect to Section 5.01 of the Indenture, which
shall constitute an Event of Default with such notice requirement but without
such passage of time requirement);

         (iv)     the failure to pay at final maturity (giving effect to any
applicable grace periods and any extensions thereof) the principal amount of any
Indebtedness of the Company or any Restricted Subsidiary of the Company, or the
acceleration of the final stated maturity of any such Indebtedness (which
acceleration is not rescinded, annulled or otherwise cured within 20 days of
receipt by the Company or such Restricted Subsidiary of notice of any such
acceleration) if the aggregate principal amount of such Indebtedness, together
with the principal amount of any other such Indebtedness in default for failure
to pay principal at final maturity or which has been accelerated, aggregates
$5,000,000 or more at any time;

         (v)      one or more judgments in an aggregate amount in excess of
$5,000,000 shall have been rendered against the Company or any of its Restricted
Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a
period of 60 days after such judgment or judgments become final and
non-appealable;

         (vi)     the Company or any of its Significant Subsidiaries pursuant to
or under or within the meaning of any Bankruptcy Law:

                  (a)      commences a voluntary case or proceeding;

                  (b)      consents to the entry of an order for relief against
                           it in an involuntary case or proceeding;

                  (c)      consents to the appointment of a Custodian of it or
                           for all or substantially all of its property;

                  (d)      makes a general assignment for the benefit of its
                           creditors; or

                  (e)      shall generally not pay its debts when such debts
                           become due or shall admit in writing its inability to
                           pay its debts generally; or

                  (vii)    a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

                  (a)      is for relief against the Company or any of its
                           Significant Subsidiaries in an involuntary case or
                           proceeding,

                  (b)      appoints a Custodian of the Company or any of its
                           Significant Subsidiaries for all or substantially all
                           of their properties taken as a whole, or

                  (c)      orders the liquidation of the Company or any of its
                           Significant Subsidiaries,

and in each case the order or decree remains unstayed and in effect for 60 days.

         If a Default or an Event of Default occurs and is continuing and if it
is known to a Trust Officer, the Trustee shall mail to each Holder notice of the
uncured Default or Event of Default within 90 days after obtaining knowledge
thereof. Except in the case of a Default or an Event of Default in payment of
principal of, or interest on, any Note, including an accelerated payment, a
Default in payment on the Change of Control Payment Date pursuant to a Change of
Control Offer and a Default in compliance with Article Five of the Indenture,
the Trustee may withhold the notice if and so long as its Board of Directors,
the executive committee of its Board of Directors or a committee of its
directors and/or Trust Officers in good faith determines that withholding the
notice is in the interest of the Holders. The foregoing sentence of Section 7.05
shall be in lieu of the proviso to ss.315(b) of the TIA and such proviso to
ss.315(b) of the TIA is expressly excluded from the Indenture and the Notes, as
permitted by the TIA.

(B)      Authentication and Delivery of the Notes and the Application of
         Proceeds Thereof.

         Two Officers, or an Officer and an Assistant Secretary, shall sign, or
one Officer or an Assistant Secretary (each of whom shall, in each case, have
been duly authorized by all requisite corporate actions) shall attest to, the
Notes for the Company by manual or facsimile signature.

         If an Officer or Assistant Secretary whose signature is on a Note was
an Officer or Assistant Secretary at the time of such execution but no longer
holds that office or position at the time the Trustee authenticates the Note,
the Note shall nevertheless be valid.

         A Note shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.

         The Trustee may appoint an authenticating agent (the "Authenticating
Agent") reasonably acceptable to the Company to authenticate Notes. Unless
otherwise provided in the appointment, an Authenticating Agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such Authenticating
Agent. An Authenticating Agent has the same rights as an Agent to deal with the
Company or with any Affiliate of the Company.

         Notes shall be issued in the form of permanent certificated Notes in
definitive registered form. The aggregate principal amount of each Note may from
time to time be decreased as a result of prepayments of principal pursuant to
Sections 3.03 and 3.06 of the Indenture by adjustments made on the records of
the Trustee.

         The Securities are being issued to creditors of National Vision, Inc.
in accordance with the Plan of Reorganization.

(C)      Release of Property Subject to the Lien of the Indenture.

         The Trustee may and, when required by the provisions of the Indenture,
shall execute instruments to release property from the lien of the Indenture, or
convey the Trustee's interest in the same, in a manner and under circumstances
that are consistent with the provisions of the Indenture. No party relying upon
an instrument executed by the Trustee as provided in Article Eight of the
Indenture shall be bound to ascertain the Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.

(D)      Satisfaction and Discharge of Indenture.

         The Indenture shall be discharged and shall cease to be of further
effect (except as to surviving rights or registration of transfer or exchange of
the Notes, as expressly provided for in the Indenture) as to all outstanding
Notes when (a) either (i) all Notes, theretofore authenticated and delivered
(except lost, stolen or destroyed Notes which have been replaced or paid and
Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust) have been delivered to the Trustee for
cancellation or (ii) all Notes not theretofore delivered to the Trustee for
cancellation have become due and payable and the Company has irrevocably
deposited or caused to be deposited with the Trustee funds in an amount
sufficient to pay and discharge the entire Indebtedness on the Notes not
theretofore delivered to the Trustee for cancellation, for principal of and
interest on the Notes to the date of deposit together with irrevocable
instructions from the Company directing the Trustee to apply such funds to the
payment thereof at maturity or redemption, as the case may be; provided that
from and after the time of deposit, the money deposited shall not be subject to
the rights of the Lender pursuant to the provisions of Article Ten of the
Indenture; (b) the Company has paid all other sums payable under this Indenture
by the Company; and (c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel stating that all conditions precedent
under this Indenture relating to the satisfaction and discharge of this
Indenture have been complied with; provided, however, that such counsel may
rely, as to matters of fact, on an Officers' Certificate of the Company.

         The Company may, at its option and at any time, elect to have its
obligations discharged with respect to the outstanding Notes ("Legal
Defeasance"). Such Legal Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by the outstanding
Notes and Holders and any amounts deposited under Section 8.01 of the Indenture,
shall cease to be subject to any obligations to, or the rights of, the Lender
under Article Ten of the Indenture once such deposit has been made, except for
(a) the rights of Holders to receive payments in respect of the principal of and
interest on the Notes when such payments are due, (b) the Company's obligations
with respect to the Notes concerning issuing temporary Notes, registration of
Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an
office or agency for payments, (c) the rights, powers, trust, duties and
immunities of the Trustee and the Company's obligations in connection therewith
and (d) the Legal Defeasance provisions of Section 8.01 of the Indenture. In
addition, the Company may, at its option and at any time, elect to have the
obligations of the Company released with respect to covenants contained in
Sections 4.04, 4.05, 4.08 and 4.10 through 4.20 of the Indenture and Article
Five of the Indenture ("Covenant Defeasance") and Holders and any amounts
deposited under Section 8.01 of the Indenture, shall cease to be subject to any
obligations to, or the rights of, the Lender under Article Ten of the Indenture
once such deposit has been made, and thereafter any omission to comply with such
obligations shall not constitute a Default or Event of Default with respect to
the Notes. In the event of Covenant Defeasance, those events described under
Section 6.01 (except those events described in Section 6.01(a), (b), (f) and
(g)) of the Indenture shall no longer constitute an Event of Default with
respect to the Notes.

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (a) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders cash in United States dollars,
         non-callable U.S. Government Obligations, or a combination thereof, in
         such amounts as shall be sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal
         of and interest on the Notes on the stated date for payment thereof or
         on the applicable Redemption Date, as the case may be;

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

                  (c) in the case of Covenant Defeasance, the Company shall have
         delivered to the Trustee an Opinion of Counsel in the United States
         reasonably acceptable to the Trustee (which may be counsel to the
         Company) confirming that the Holders shall not recognize income, gain
         or loss for federal income tax purposes as a result of such Covenant
         Defeasance and shall be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Covenant Defeasance had not occurred;

                  (d) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default with respect to the Indenture resulting from the incurrence
         of Indebtedness, all or a portion of which will be used to defease the
         Notes concurrently with such incurrence) or insofar as Events of
         Default under Section 6.01 (f) or (g) of the Indenture from bankruptcy
         or insolvency events are concerned, at any time in the period ending on
         the 91st day after the date of deposit;

                  (e) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under this
         Indenture or any other material agreement or instrument to which the
         Company or any of its Subsidiaries is a party or by which the Company
         or any of its Subsidiaries is bound;

                  (f) the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders over any other
         creditors of the Company or with the intent of defeating, hindering,
         delaying or defrauding any other creditors of the Company or others;

                  (g) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         or the Covenant Defeasance, as the case may be, have been complied
         with; and

                  (h) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that after the 91st day following the deposit,
         the trust funds shall not be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' rights generally.

         Notwithstanding the foregoing, the Opinion of Counsel required by
clause (b) with respect to Legal Defeasance need not be delivered if all the
Notes not theretofore delivered to the Trustee for cancellation (i) have become
due and payable, (ii) shall become due and payable on the maturity date within
one year or (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by such Trustee in the name, and at the expense, of the Company.

(E)      Evidence Required to be Furnished by the Company to the Trustee with
         Respect to Compliance with Conditions and Covenants.

         The Company shall deliver to the Trustee, within 90 days after the end
of each of the Company's fiscal years, an Officers' Certificate (signed by the
principal executive officer, principal financial officer and/or principal
accounting officer) stating that a review of its activities and the activities
of its Restricted Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing officers with a view to determining whether
it has kept, observed, performed and fulfilled its obligations under this
Indenture and further stating, as to each such officer signing such certificate,
that to the best of such officers' knowledge the Company during such preceding
fiscal year has kept, observed, performed and fulfilled each and every such
obligation and no Default or Event of Default occurred during such year and at
the date of such certificate there is no Default or Event of Default that has
occurred and is continuing or, if such signers do know of such Default or Event
of Default, the certificate shall describe the Default or Event of Default and
its status with particularity. The Officers' Certificate shall also notify the
Trustee should the Company elect to change the manner in which it fixes its
fiscal year end.

         So long as any of the Notes are outstanding (i) if any Default or Event
of Default has occurred and is continuing or (ii) if any Holder seeks to
exercise any remedy hereunder with respect to a claimed Default under this
Indenture or the Notes, the Company shall promptly deliver to the Trustee by
registered or certified mail or by telegram, telex or facsimile transmission
followed by hard copy by registered or certified mail an Officers' Certificate
specifying such event, notice or other action promptly of its becoming aware of
such occurrence.

         9.       OTHER OBLIGORS. Give the name and complete mailing address of
any person, other than the applicant, who is an obligor upon the indenture
securities.

                  None

         CONTENTS OF APPLICATION FOR QUALIFICATION. This application for
qualification comprises--

         (a)      Pages numbered 1 to 11, consecutively.

         (b)      The statement of eligibility and qualification of each trustee
under the indenture to be qualified (included as Exhibit 99.1 hereto).

         (c)      The following exhibits in addition to those filed as a part of
the statement of eligibility and qualification of each trustee.

Exhibit T3A.              Amended and Restated Articles of Incorporation of
                          the Company and amendments thereto.

Exhibit T3B.              Amended and Restated By-Laws of the Company,
                          incorporated by reference to the Company's
                          Registration Statement on Form S-1, registration
                          number 33-46645, filed with the Commission on March
                          25, 1992, and amendments thereto.

Exhibit T3C.              Form of the Indenture between the Company and State
                          Street Bank and Trust Company.

Exhibit T3D.              Not applicable.

Exhibit T3E.              A copy of the Disclosure Statement, as amended,
                          regarding the Plan of Reorganization, as amended,
                          with certain exhibits thereto.

Exhibit T3F.              A cross reference sheet showing the location in
                          the Senior Note Indenture of the provisions inserted
                          therein pursuant to Sections 310 through 318(a),
                          inclusive, of the Trust Indenture Act of 1939
                          (included in Exhibit T3C).

Exhibit 99.1              Statement of Eligibility on Form T-1.

                                    SIGNATURE

     Pursuant  to the  requirements  of the  Trust  Indenture  Act of 1939,  the
applicant, National Vision, Inc., a corporation organized and existing under the
laws of Georgia,  has duly caused this application to be signed on its behalf by
the undersigned,  thereunto duly authorized, and its seal to be hereunto affixed
and attested,  all in the city of  Lawrenceville,  and State of Georgia,  on the
30th day of May, 2001.

(SEAL)

                                                   NATIONAL VISION, INC.

Attest: /s/ Mitchell Goodman                By: /s/ Angus C. Morrison
        Name: Mitchell Goodman                  Name: Angus C. Morrison
        Title: Senior Vice President,           Title: Senior Vice President
               General Counsel and Secretary           and Chief Financial
                                                       Officer

              AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                    OF
                     NATIONAL VISION ASSOCIATES, LTD.

                                  I.

     The name of the Corporation is National Vision Associates,Ltd.

                                 II.

     The Corporation shall have authority to issue 100 million
shares of common stock, $0.01 par value per share (the "Common
Stock"), and 5 million shares of preferred stock, $1.00 par value
per share (the "Preferred Stock").

     Subject to the provisions of any applicable law or of the
By-Laws of the Corporation (as from time to time amended) with
respect to fixing the record date for the determination of
shareholders entitled to vote, and except as otherwise provided
by any applicable law or by the resolution or resolutions of the
Board of Directors providing for the issue of any series of
Preferred Stock, the holders of the Common Stock shall have and
possess exclusive voting power and rights for the election of
directors and for all other purposes, with each share being
entitled to one vote.

     The Board of Directors is hereby expressly authorized to
issue, at any time and from time to time, shares of Preferred
Stock in one or more series.  The number of shares within any
such series shall be designated by the Board of Directors in one
or more resolutions, and the shares of each series so designated
shall have such preferences with respect to the Common Stock and
other series of Preferred Stock, and such other rights,
restrictions or limitations with respect to voting, dividends,
conversion, exchange, redemption and any other matters, as may be
set forth in one or more resolutions adopted by the Board of
Directors.  If and to the extent required by law, Articles of
Amendment setting forth any such designation, preferences,
rights, restrictions or limitations shall be filed with the
Georgia Secretary of State prior to the issuance of any shares of
such series.

     The authority of the Board of Directors with respect to the
establishment of each series of Preferred Stock shall include,
without limiting the generality of the foregoing, determination
of the following matters which may vary between series:

     (a)  The number of shares constituting that series and the
distinctive designation of that series;

     (b)  The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payments
of dividends on shares of that series;

     (c)  Whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the
terms of such voting rights;

     (d)  Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such conversion,
including provisions for adjustment of the conversion rate in
such events as the Board of Directors shall determine;

     (e)  Whether the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions;

     (f)  Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the
terms and amount of such sinking fund;

     (g)  The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding-up
of the corporation, and the relative rights of priority, if any,
of payment of shares of that series; and

     (h)  Any other relative preferences, rights, restrictions or
limitations of that series, including but not limited to any
obligations of the Corporation to repurchase shares of that
series upon specified events.

                           III.

     In addition to any other vote provided for by law, by these
Articles of the By-Laws of the Corporation or by the Board of
Directors, the affirmative vote of at least two-thirds of the
votes cast by the holders of shares of Common Stock at any
meeting of shareholders shall be required to approve any matter,
other than the election of directors, which is expressly required
to be submitted to the holders of the shares of Common Stock for
approval pursuant to the provisions of the Georgia Business
Corporation Code.
                           IV.

     No director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for
breach of his duty of care or other duty as a director, provided
that this provision shall eliminate or limit the liability of a
director only to the extent permitted from time to time by the
Georgia Business Corporation Code or any successor law or laws.

                            V.

     In discharging the duties of their respective positions and
in determining what is believed to be in the best interests of
the Corporation, the Board of Directors, committees of the Board
of Directors and individual directors, in addition to considering
the effects of any action on the Corporation or the shareholders,
may consider the interests of the employees, customers,
suppliers, and creditors of the Corporation and its subsidiaries,
the communities in which offices or other establishments of the
Corporation and it subsidiaries are located, and all other
factors the directors consider pertinent.

                            VI.

     The mailing address of the principal office of the
Corporation shall be 100 Galleria Parkway, Suite 1875, Atlanta,
Georgia 30339.

     IN WITNESS WHEREOF, the Corporation has caused these Amended
and Restated Articles of Incorporation to be executed by its duly
authorized officer on the 8th day of April, 1992.

                       NATIONAL VISION ASSOCIATES, LTD.
                       /s/ G. Daniel Siewert
                       G. Daniel Siewert, III
                       President

                       ARTICLES OF AMENDMENT
                    TO THE AMENDED AND RESTATED
                     ARTICLES OF INCORPORATION
                                  OF
                   NATIONAL VISION ASSOCIATES, LTD.

                                 1.

          The name of the Corporation is National Vision Associates, Ltd.

                                 2.

          The Articles of Incorporation are amended by the addition of a
new Article VII as follows:

                                 VII.

          Section 1.  Designation and Number of Shares.  The
shares of such series shall be designated as "Series A
Participating Cumulative Preferred Stock" (the "Series A
Preferred Stock"), and the number of shares constituting such
series shall be 500,000.  Such number of shares of the Series A
Preferred Stock may be increased or decreased by resolution of
the Board of Directors; provided, however, that no decrease shall
reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the
number of shares issuable upon exercise or conversion of
outstanding rights, options or other securities issued by the
Corporation.

          Section 2.  Dividends and Distributions.

          (A)  Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking
prior and superior to the shares of Series A Preferred Stock with
respect to dividends, if any, the holders of shares of Series A
Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available
for the purpose, quarterly dividends payable on the last day of
March, June, September and December of each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the
first issuance of any share or fraction of a share of Series A
Preferred Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1.00 and (b) subject to the
provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount (payable in kind) of all cash
dividends or other distributions and 100 times the aggregate per
share amount of all non-cash dividends or other distributions
(other than (i) a dividend payable in shares of Common Stock, par
value $.01 per share, of the Corporation (the "Common Stock") or
(ii) a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise)), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of
Series A Preferred Stock.  If the Corporation shall at any time
after January 27, 1997 (the "Rights Declaration Date") declare or
pay any dividend on Common Stock payable in shares of Common
Stock or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or

otherwise) into a greater or lesser number of shares of Common
Stock, then in each such case the amount to which holders of
shares of Series A Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          (B)  The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
Section 2(A) immediately after it declares a dividend or
distribution on the Common Stock (other than as described in
clauses (i) and (ii) of the first sentence of Section 2(A));
provided, however, that if no dividend or distribution shall have
been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date (or, with respect to the first Quarterly
Dividend Payment Date, the period between the first issuance of
any share or fraction of a share of Series A Preferred Stock and
such first Quarterly Dividend Payment Date), a dividend of $1.00
per share on the Series A Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.

          (C)  Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue
of such shares of Series A Preferred Stock, unless the date of
issue of such shares is on or before the record date for the
first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue and be cumulative from the date
of issue of such shares, or unless the date of issue is a date
after the record date for the determination of holders of shares
of Series A Preferred Stock entitled to receive a quarterly
dividend and on or before such Quarterly Dividend Payment Date,
in which case dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date.  Accrued but unpaid
dividends shall not bear interest.  Dividends paid on shares of
Series A Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding.  The Board of Directors may
fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date
shall not be more than 60 days prior to the date fixed for the payment
thereof.

          Section 3. Voting Rights.  In addition to any other
voting rights required by law, the holders of shares of Series A
Preferred Stock shall have the following voting rights:

          (A)  Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred Stock
shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of shareholders of the Corporation.  If the
Corporation shall at any time after the Rights Declaration Date
declare or pay any dividend on Common Stock payable in shares of
Common Stock or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by

                              -2-

reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the number of
votes per share to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.

          (B)  Except as otherwise provided herein or by law, the
holders of shares of Series A Preferred Stock and the holders of
shares of Common Stock shall vote together as a single class on
all matters submitted to a vote of shareholders of the Corporation.

          (C)  (i) If at any time dividends on any Series A
Preferred Stock shall be in arrears in an amount equal to six
quarterly dividends thereon (whether or not consecutive), the
occurrence of such contingency shall mark the beginning of a
period (herein called a "default period") which shall extend
until such time when all accrued and unpaid dividends for all
previous quarterly dividend periods and for the current quarterly
dividend period on all shares of Series A Preferred Stock then
outstanding shall have been declared and paid or set apart for
payment.  During each default period, all holders of Series A
Preferred Stock and any other series of Preferred Stock then
entitled as a class to elect directors, voting together as a
single class, irrespective of series, shall have the right to elect
one Director.

          (ii) During any default period, such voting right of
the holders of Series A Preferred Stock may be exercised
initially at a special meeting called pursuant to Section
3(C)(iii) or at any annual meeting of shareholders, and
thereafter at annual meetings of shareholders; provided, however,
that neither such voting right nor the right of the holders of
any other series of Preferred Stock, if any, to increase, in
certain cases, the authorized number of Directors shall be
exercised unless the holders of 10% in number of shares of
Preferred Stock outstanding shall be present in person or by
proxy.  The absence of a quorum of holders of Common Stock shall
not affect the exercise by holders of Preferred Stock of such
voting right.  At any meeting at which holders of Preferred Stock
shall exercise such voting right initially during an existing
default period, they shall have the right, voting as a class, to
elect Directors to fill such vacancy, if any, in the Board of
Directors as may then exist up to one Director or, if such right
is exercised at an annual meeting, to elect one Director.  If the
number which may be so elected at any special meeting does not
amount to the required number, the holders of the Preferred Stock
shall have the right to make such increase in the number of
Directors as shall be necessary to permit the election by them of
the required number.  After the holders of the Preferred Stock
shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the
number of Directors shall not be increased or decreased except by
vote of the holders of Preferred Stock as herein provided or
pursuant to the rights of any equity securities ranking senior to
or pari passu with the Series A Preferred Stock.

                              -3-

          (iii)     Notwithstanding anything to the contrary
contained in the Corporation's Articles of Incorporation or
Bylaws, unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any
shareholder(s) owning in the aggregate not less than ten percent
(10%) of the total number of shares of Preferred Stock
outstanding, irrespective of series, may request, the calling of
a special meeting of holders of Preferred Stock, which meeting
shall thereupon be called by the President, a Vice President or
the Secretary of the Corporation.  Notice of such meeting and of
any annual meeting at which holders of Preferred Stock are
entitled to vote pursuant to this Section 3(C)(iii) shall be
given to each holder of record of Preferred Stock by mailing a
copy of such notice to him at his last address as the same
appears on the books of the Corporation.  Such meeting shall be
called for a time not earlier than 20 days and not later than 60
days after such order or request or, in default of the calling of
such meeting within 60 days after such order or request, such
meeting may be called on similar notice by any shareholder(s)
owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding,
irrespective of series.  Notwithstanding the provisions of this
Section 3(C)(iii), no such special meeting shall be called during
the period within 60 days immediately preceding the date fixed
for the next annual meeting of shareholders.

          (iv) In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if
applicable, shall continue to be entitled to elect the whole
number of Directors until the holders of Preferred Stock shall
have exercised their right to elect one Director voting as a
class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in
office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in
Section 3(C)(ii)) be filled by vote of a majority of the
remaining Directors theretofore elected by the holders of the
class of stock which elected the Director whose office shall have
become vacant.  References in this Section 3(C) to Directors
elected by the holders of a particular class of stock shall
include Directors elected by such Directors to fill vacancies as
provided in clause (y) of the foregoing sentence.

          (v)  Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a
class to elect Directors shall cease, (y) the term of any
Directors elected by the holders of Preferred Stock as a class
shall terminate, and (z) the number of Directors shall be such
number as may be provided for in the Articles of Incorporation or
Bylaws irrespective of any increase made pursuant to the
provisions of Section 3(C)(ii) (such number being subject,
however, to change thereafter in any manner provided by law or in
the Articles of Incorporation or Bylaws).  Any vacancies in the
Board of Directors effected by the provisions of clauses (y) and
(z) in the preceding sentence may be filled by a majority of the
remaining Directors.

          (D)  Except as otherwise provided herein, holders of
Series A Preferred Stock shall have no special voting rights, and

                              -4-

their consent shall not be required (except to the extent they
are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.

          Section 4.  Certain Restrictions.

          (A)  Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
outstanding shares of Series A Preferred Stock shall have been
paid in full, the Corporation shall not:

          (i)   declare or pay dividends on, or make any other
     distributions on, any shares of stock ranking junior (either
     as to dividends or upon liquidation, dissolution or winding
     up) to the Series A Preferred Stock;

          (ii) declare or pay dividends on, or make any other
     distributions on, any shares of stock ranking on a parity
     (either as to dividends or upon liquidation, dissolution or
     winding up) with the Series A Preferred Stock, except
     dividends paid ratably on the Series A Preferred Stock and
     all such other parity stock on which dividends are payable
     or in arrears in proportion to the total amounts to which
     the holders of all such shares are then entitled;

          (iii)     redeem, purchase or otherwise acquire for
     value any shares of stock ranking junior (either as to
     dividends or upon liquidation, dissolution or winding up) to
     the Series A Preferred Stock; provided, however, that the
     Corporation may at any time redeem, purchase or otherwise
     acquire shares of any such junior stock in exchange for
     shares of stock of the Corporation ranking junior (as to
     dividends and upon dissolution, liquidation or winding up)
     to the Series A Preferred Stock; or

          (iv) redeem, purchase or otherwise acquire for value
     any shares of Series A Preferred Stock, or any shares of
     stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A
     Preferred Stock, except in accordance with a purchase offer
     made in writing or by publication (as determined by the
     Board of Directors) to all holders of Series A Preferred
     Stock and all such other parity stock upon such terms as the
     Board of Directors, after consideration of the respective
     annual dividend rates and other relative rights and
     preferences of the respective series and classes, shall
     determine in good faith will result in fair and equitable
     treatment among the respective series or classes.

          (B)  The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for value any
shares of stock of the Corporation unless the Corporation could,
under Section 4(A), purchase or otherwise acquire such shares at
such time and in such manner.

          Section 5.  Reacquired Shares.  Any shares of Series A
Preferred Stock redeemed, purchased or otherwise acquired by the

                              -5-

Corporation in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof.  All such shares
shall upon their cancellation become authorized but unissued
shares of Preferred Stock without designation as to series and
may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors as
permitted by the Articles of Incorporation or as otherwise
permitted under Georgia law.

          Section 6.  Liquidation, Dissolution or Winding Up.
Upon any liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (1) to the holders of
shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $1.00 per share, plus an
amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment;
provided, however, that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount
per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of Common Stock, or (2) to the
holders of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the Series
A Preferred Stock and all such other parity stock in proportion
to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up.  If
the Corporation shall at any time after the Rights Declaration
Date pay any dividend on Common Stock payable in shares of Common
Stock or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common
Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the proviso in clause (1)
of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.

          Section 7.  Consolidation or Merger.  If the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash or any other property, then in any such case the
shares of Series A Preferred Stock shall at the same time be
similarly exchanged for or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount of stock, securities,
cash or any other property, as the case may be, into which or for
which each share of Common Stock is exchanged or changed.  If the
Corporation shall at any time after the Rights Declaration Date
pay any dividend on Common Stock payable in shares of Common
Stock or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common
Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of

                              -6-

shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to
such event.

          Section 8.  No Redemption.  The Series A Preferred
Stock shall not be redeemable.

          Section 9.  Rank.  The Series A Preferred Stock shall
rank junior (as to dividends and upon liquidation, dissolution
and winding up) to all other series of the Corporation's
preferred stock, except any series that specifically provides
that such series shall rank junior to the Series A Preferred Stock.

          Section 10.  Fractional Shares.  Series A Preferred
Stock may be issued in fractions of a share which shall entitle
the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.

          Section 11.  Amendment. The Articles of Incorporation
of the Corporation shall not be further amended in any manner
which would materially alter or change the powers, preferences or
special rights of the Series A Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of a
majority or more of the outstanding shares of Series A Preferred
Stock, voting separately as a class.

                             3.

          This amendment was duly adopted by the Board of
Directors of the Corporation on January 17, 1997, and in
accordance with the Code and the Corporation's Amended and
Restated Articles of Incorporation, no action of the
Corporation's shareholders was required.

          IN WITNESS WHEREOF, the Corporation has caused these
Articles of Amendment to be executed by its duly authorized
officer this 17th day of January, 1997.

                              NATIONAL VISION ASSOCIATES, LTD.
                              By: /s/ James W. Krause
                              James W. Krause, President

                              -7-

                        ARTICLES OF AMENDMENT TO THE
                        AMENDED AND RESTATED ARTICLES
                             OF INCORPORATION OF
                      NATIONAL VISION ASSOCIATES, LTD.

                                     I.

     The name of the Corporation is National Vision Associates, Ltd.

                                     II.

     Article I of the Amended and Restated Articles of Incorporation is
amended to read as follows:

          The name of the Corporation is Vista Eyecare, Inc.

                                    III.

     The changes in the Amended and Restated Articles of Incorporation shall
be effective upon the filing of these Articles of Amendment with the Georgia
Secretary of State.

                                     IV.

     This amendment was duly approved by the Board of Directors of the
Corporation on October 20, 1998, without necessitating approval by the
shareholders of the Corporation, as authorized under Section 14-2-1002 of
the Georgia Business Corporation Code, in accordance with (a) the Amended
and Restated Articles of Incorporation as they existed prior to these
Articles of Amendment, and (b) the bylaws of the Corporation.

     IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed and attested by its duly authorized officer on
December 31, 1998.

               NATIONAL VISION ASSOCIATES, LTD.

               By: /s/ James W. Krause
                  James W. Krause, Chairman of the Board

                          ARTICLES OF AMENDMENT TO THE
                      AMENDED ARTICLES OF INCORPORATION OF
                               VISTA EYECARE, INC.

                                       I.

         The name of the Corporation is Vista Eyecare, Inc.

                                       II.

         Article I of the Amended Articles of Incorporation is amended to read
as follows:

                  The name of the Corporation is National Vision, Inc.

                                      III.

         The changes in the Amended Articles of Incorporation shall be effective
upon the filing of these Articles of Amendment with the Georgia Secretary of
State.

                                       IV.

         This amendment was duly approved by the Board of Directors of the
Corporation on May 14, 2001, without necessitating approval by the shareholders
of the Corporation, as authorized under Section 14-2-1002 of the Georgia
Business Corporation Code, in accordance with (a) the Amended Articles of
Incorporation as they existed prior to these Articles of Amendment, and (b) the
bylaws of the Corporation.

         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed and attested by its duly authorized officer on May 17,
2001.

                                  VISTA EYECARE, INC.

                                  By:  /s/ Mitchell Goodman
                                     -----------------------------------------
                                       Mitchell Goodman, Senior Vice President
Exhibit T3C

================================================================================

                            NATIONAL VISION, INC.,
                                   as Issuer,

                                       and

                      STATE STREET BANK AND TRUST COMPANY,
                                   as Trustee

                          -----------------------------

                                    INDENTURE

                        Dated as of ___________ __, 2001

                          -----------------------------

                                 $120,000,000 of

                        12% Senior Secured Notes due 2009

================================================================================

                                            Table of Contents
                                            -----------------

                                                                                                   Page
                                                                                                   ----

                             GRANTING CLAUSES.......................................................1

                             ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE.................2

SECTION 1.01.        Definitions....................................................................2
                     -----------
SECTION 1.02.        Incorporation by Reference of TIA.............................................22
                     ---------------------------------
SECTION 1.03.        Rules of Construction.........................................................23
                     ---------------------

                             ARTICLE TWO THE NOTES ................................................23

SECTION 2.01.        Form and Dating...............................................................23
                     ---------------
SECTION 2.02.        Execution and Authentication; Aggregate Principal Amount......................24
                                                   ---------------------------
SECTION 2.03.        Registrar and Paying Agent....................................................25
                     --------------------------
SECTION 2.04.        Paying Agent To Hold Assets in Trust..........................................26
                     ------------------------------------
SECTION 2.05.        Holder Lists..................................................................26
                     ------------
SECTION 2.06.        Transfer and Exchange.........................................................26
                     ---------------------
SECTION 2.07.        Replacement Notes.............................................................27
                     -----------------
SECTION 2.08.        Outstanding Notes.............................................................27
                     ----------------
SECTION 2.09.        Treasury Notes................................................................27
                     --------------
SECTION 2.10.        Temporary Notes...............................................................28
                     ---------------
SECTION 2.11.        Cancellation..................................................................28
                     ------------
SECTION 2.12.        Defaulted Interest............................................................28
                     ------------------
SECTION 2.13.        CUSIP Numbers.................................................................29
                     -------------
SECTION 2.14.        Deposit of Monies.............................................................29
                     -----------------

                             ARTICLE THREE REDEMPTION..............................................23

SECTION 3.01.        Notices to Trustee............................................................30
                     ------------------
SECTION 3.02.        Selection of Notes To Be Redeemed.............................................30
                     ---------------------------------
SECTION 3.03.        Optional Redemption...........................................................31
                     -------------------
SECTION 3.04.        Notice of Redemption..........................................................31
                     --------------------
SECTION 3.05.        Effect of Notice of Redemption................................................32
                     ------------------------------
SECTION 3.06.        Mandatory Redemption..........................................................32
                     --------------------
SECTION 3.07.        Deposit of Redemption Price...................................................33
                     ---------------------------
SECTION 3.08.        Notes Redeemed in Part........................................................33
                     ----------------------

                             ARTICLE FOUR COVENANTS................................................34

SECTION 4.01.        Payment of Notes..............................................................34
                     ----------------
SECTION 4.02.        Maintenance of Office or Agency...............................................34
                     -------------------------------

                                                 (i)

                                            Table of Contents
                                            -----------------
                                              (continued)

                                                                                                   Page
                                                                                                   ----

SECTION 4.03.        Corporate Existence...........................................................34
                     -------------------
SECTION 4.04.        Payment of Taxes and Other Claims.............................................34
                     ---------------------------------
SECTION 4.05.        Maintenance of Properties and Insurance.......................................35
                     ---------------------------------------
SECTION 4.06.        Compliance Certificate; Notice of Default.....................................35
                     ------------------------------------------
SECTION 4.07.        Compliance with Laws..........................................................36
                     --------------------
SECTION 4.08.        Reports to Holders............................................................36
                     ------------------
SECTION 4.09.        Waiver of Stay, Extension or Usury Laws.......................................37
                     ----------------------------------------
SECTION 4.10.        Limitation on Restricted Payments.............................................37
                     ---------------------------------
SECTION 4.11.        Limitations on Transactions with Affiliates...................................38
                     --------------------------------------------
SECTION 4.12.        Limitation on Incurrence of Additional Indebtedness...........................40
                     ---------------------------------------------------

SECTION 4.13.        Limitation on Dividend and Other Payment Restrictions Affecting
                     ----------------------------------------------------------------
                     Subsidiaries..................................................................40
                     ------------
SECTION 4.14.        Change of Control.............................................................41
                     -----------------
SECTION 4.15.        Limitation on Asset Sales.....................................................43
                     -------------------------
SECTION 4.16.        Limitation on Preferred Stock of Restricted Subsidiaries......................43
                     --------------------------------------------------------
SECTION 4.17.        Limitation on Liens...........................................................44
                     -------------------
SECTION 4.18.        INTENTIONALLY OMITTED.........................................................44
SECTION 4.19.        DTC and PORTAL Eligibility....................................................44
                     --------------------------
SECTION 4.20.        Conduct of Business...........................................................44
                     -------------------
SECTION 4.21.        Protection of Security; Acknowledgment of Pledge..............................44
                     ------------------------------------------------

                             ARTICLE FIVE SUCCESSOR CORPORATION....................................46

SECTION 5.01.        Merger, Consolidation and Sale of Assets......................................46
                     -----------------------------------------
SECTION 5.02.        Successor Corporation Substituted.............................................47
                     ---------------------------------

                             ARTICLE SIX REMEDIES..................................................47

SECTION 6.01.        Events of Default.............................................................47
                     -----------------
SECTION 6.02.        Acceleration..................................................................49
                     ------------
SECTION 6.03.        Other Remedies................................................................49
                     --------------
SECTION 6.04.        Waiver of Past Defaults.......................................................49
                     -----------------------
SECTION 6.05.        Control by Majority...........................................................50
                     -------------------
SECTION 6.06.        Limitation on Suits...........................................................50
                     -------------------
SECTION 6.07.        Right of Holders To Receive Payment...........................................51
                     -----------------------------------
SECTION 6.08.        Collection Suit by Trustee....................................................51
                     --------------------------
SECTION 6.09.        Trustee May File Proofs of Claim..............................................51
                     --------------------------------
SECTION 6.10.        Priorities....................................................................51
                     ----------
SECTION 6.11.        Undertaking for Costs.........................................................52
                     ---------------------

                                                 (ii)

                                            Table of Contents
                                            -----------------
                                              (continued)
                                                                                                   Page
                                                                                                   ----

                             ARTICLE SEVEN TRUSTEE.................................................52

SECTION 7.01.        Duties of Trustee.............................................................52
                     -----------------
SECTION 7.02.        Rights of Trustee.............................................................53
                     -----------------
SECTION 7.03.        Individual Rights of Trustee..................................................54
                     ----------------------------
SECTION 7.04.        Trustee's Disclaimer..........................................................55
                     --------------------
SECTION 7.05.        Notice of Default.............................................................55
                     -----------------
SECTION 7.06.        Reports by Trustee to Holders.................................................55
                     -----------------------------
SECTION 7.07.        Compensation and Indemnity....................................................56
                     --------------------------
SECTION 7.08.        Replacement of Trustee........................................................57
                     ----------------------
SECTION 7.09.        Successor Trustee by Merger, Etc..............................................58
                     --------------------------------
SECTION 7.10.        Eligibility; Disqualification.................................................58
                     -----------------------------
SECTION 7.11.        Preferential Collection of Claims Against Company.............................58
                     --------------------------------------------------

                             ARTICLE EIGHT DISCHARGE OF INDENTURE; DEFEASANCE......................58

SECTION 8.01.        Termination of Company's Obligations..........................................58
                     ------------------------------------
SECTION 8.02.        Application of Trust Money....................................................61
                     --------------------------
SECTION 8.03.        Repayment to the Company......................................................61
                     ------------------------
SECTION 8.04.        Reinstatement.................................................................62
                     -------------
SECTION 8.05.        Release of Security...........................................................62
                     --------------------
SECTION 8.06.        Acknowledgment of Discharge by Trustee........................................62
                     ---------------------------------------

                             ARTICLE NINE MODIFICATION OF THE INDENTURE............................63

SECTION 9.01.        Without Consent of Holders....................................................63
                     --------------------------
SECTION 9.02.        With Consent of Holders.......................................................63
                     -----------------------
SECTION 9.03.        Compliance with TIA...........................................................64
                     -------------------
SECTION 9.04.        Revocation and Effect of Consents.............................................65
                     ---------------------------------
SECTION 9.05.        Notation on or Exchange of Notes..............................................65
                     --------------------------------
SECTION 9.06.        Trustee to Sign Amendments, Etc...............................................65
                     -------------------------------
SECTION 9.07.        Effect on New Credit Facility.................................................66
                     -----------------------------

                             ARTICLE TEN SUBORDINATION OF NOTES....................................66

SECTION 10.01.       Notes Subordinated to New Credit Facility.....................................66
                     -----------------------------------------
SECTION 10.02.       Suspension of Payment When New Credit Facility is in Default..................66
                     ------------------------------------------------------------
SECTION 10.03.       Notes Subordinated to Prior Payment of New Credit Facility on
                     Dissolution, Liquidation or Reorganization of Company.........................68
                     ---------------------------------------------------------
SECTION 10.04.       Payments may be Paid Prior to Dissolution.....................................69
                     -----------------------------------------

                                            Table of Contents
                                            -----------------
                                              (continued)
                                                                                                   Page
                                                                                                   ----

SECTION 10.05.       Holders to be Subrogated to Rights of Lender..................................70
                     --------------------------------------------
SECTION 10.06.       Obligations of the Company Unconditional......................................70
                     ----------------------------------------
SECTION 10.07.       Notice to Trustee.............................................................70
                     -----------------
SECTION 10.08.       Reliance on Judicial Order or Certificate of Liquidating Agent................71
                     --------------------------------------------------------------
SECTION 10.09.       Trustee's Relation to New Credit Facility.....................................71
                     -----------------------------------------
SECTION 10.10.       Subordination of Liens........................................................72
                     ----------------------
SECTION 10.11       Subordination Rights Not Impaired by Acts or Omissions of the
                     --------------------------------------------------------------
                     Company or Holders of the New Credit Facility.................................74
                     ---------------------------------------------
SECTION 10.12.       Noteholders Authorize Trustee to Effectuate Subordination of Notes............75
                     ------------------------------------------------------------------
SECTION 10.13.       This Article Ten Not to Prevent Events of Default.............................76
                     -------------------------------------------------
SECTION 10.14.       Trustee's Compensation Not Prejudiced.........................................76
                     -------------------------------------

                             ARTICLE ELEVEN MISCELLANEOUS..........................................76

SECTION 11.01.       TIA Controls..................................................................76
                     ------------
SECTION 11.02.       Notices.......................................................................76
                     -------
SECTION 11.03.       Communications by Holders with Other Holders..................................77
                     ---------------------------------------------
SECTION 11.04.       Certificate and Opinion as to Conditions Precedent............................77
                     ---------------------------------------------------
SECTION 11.05.       Statements Required in Certificate or Opinion.................................78
                     ---------------------------------------------
SECTION 11.06.       Rules by Trustee, Paying Agent, Registrar.....................................78
                     ------------------------------------------
SECTION 11.07.       Legal Holidays................................................................78
                     --------------
SECTION 11.08.       Governing Law.................................................................79
                     -------------
SECTION 11.09.       No Adverse Interpretation of Other Agreements.................................79
                     ----------------------------------------------
SECTION 11.10.       No Personal Liability.........................................................79
                     ---------------------
SECTION 11.11.       Successors....................................................................79
                     ----------
SECTION 11.12.       Duplicate Originals...........................................................79
                     -------------------
SECTION 11.13.       Severability..................................................................79
                     ------------
SECTION 11.14.       Independence of Covenants.....................................................79
                     -------------------------
Exhibit A    -       Form of Initial Note.........................................................A-1

Note:    This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture

                                                   iii

                              CROSS-REFERENCE TABLE

    TIA                                                                             Indenture
Section                                                                               Section
- -------                                                                             ----------------
                                                                                    
310(a)(1)............................................................................  7.10
      (a)(2).........................................................................  7.10
      (a)(3).........................................................................  N.A.
      (a)(4).........................................................................  N.A.
      (a)(5).........................................................................  7.10
      (b)............................................................................  7.08; 7.10; 11.02
      (c)............................................................................  N.A.
311(a)...............................................................................  7.11
      (b)............................................................................  7.11
      (c)............................................................................  N.A.
312(a)...............................................................................  2.05
      (b)............................................................................  11.03
      (c)............................................................................  11.03
313(a)...............................................................................  7.06
      (b)(1).........................................................................  N.A.
      (b)(2).........................................................................  7.06
      (c)............................................................................  7.06; 11.02
      (d)............................................................................  7.06
314(a)...............................................................................  4.06; 4.08; 11.02
      (b)............................................................................  4.21
      (c)(1).........................................................................  11.04
      (c)(2).........................................................................  11.04
      (c)(3).........................................................................  N.A.
      (d)............................................................................  N.A.
      (e)............................................................................  11.05
      (f)............................................................................  N.A.
315(a)...............................................................................  7.01(b)
      (b)............................................................................  7.05; 11.02
      (c)............................................................................  7.01(a)
      (d)............................................................................  7.01(c)
      (e)............................................................................  6.11
316(a)(last sentence)................................................................  2.09
      (a)(1)(A)......................................................................  6.05
      (a)(1)(B)......................................................................  6.04
      (a)(2).........................................................................  N.A.
      (b)............................................................................  6.07
      (c)............................................................................  9.04
317(a)(1)............................................................................  6.08
      (a)(2).........................................................................  6.09
      (b)............................................................................  2.04
318(a)...............................................................................  11.01
      (c)............................................................................  11.01

N.A.   means Not Applicable.

- -----------------

Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         part of this Indenture.

         INDENTURE,  dated as of _______ __,  2001,  between   NATIONAL  VISION,
INC.  (f/k/a Vista Eyecare,  Inc.), a Georgia  corporation (the "Company"),  and
State Street Bank and Trust Company, as Trustee (the "Trustee").

         The Company has duly  authorized the creation of an issue of 12% Senior
Secured Notes due 2009 and, to provide therefor, the Company has duly authorized
the execution and delivery of this Indenture.  All things  necessary to make the
Notes  (as  defined),   when  duly  issued  and  executed  by  the  Company  and
authenticated and delivered hereunder,  the valid and binding obligations of the
Company and to make this Indenture a valid and binding agreement of the Company,
have been done.

         Each  party  hereto  agrees as  follows  for the  benefit  of the other
parties  and for the equal and ratable  benefit of the Holders of the  Company's
12% Senior Secured Notes due 2009:

                                GRANTING CLAUSES

         The  Company  hereby  Grants to the Trustee as of the date  hereof,  as
trustee for the benefit of the Holders,  all of the Company's  right,  title and
interest,  subject  to the  provisions  set forth  below,  whether  now owned or
hereafter  acquired in, to, and under (a) all tangible and intangible  assets of
the Company; and (b) all present and future claims,  demands,  causes and choses
in action in respect of any or all of the foregoing and all payments on or under
and all proceeds of the conversion, voluntary or involuntary, into cash or other
liquid  property,  all cash  proceeds,  accounts,  accounts  receivable,  notes,
drafts,  acceptances,   chattel  paper,  checks,  deposit  accounts,   insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations  and  receivables,  instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing (all of the foregoing  referenced to in this paragraph  being referred
to collectively herein as the "Security").

         The  Holders of the Notes are  entitled  to the benefit of Liens on the
Security,  subject  to the  priorities,  limitations  and  provisions  set forth
herein.  For as long as all or any  portion  of the  Indebtedness  under the New
Credit Facility remains outstanding,  unpaid or unsatisfied, the Trustee, and by
accepting  a Note,  each  Holder,  acknowledge  and agree that (i) the  security
interest  granted to the Trustee for the benefit of the Holders in the  Security
shall,  irrespective  of the time of  perfection  or  creation  of any  security
interests or other Liens in the Security on behalf of the Lender or Trustee,  be
junior and  subordinate to the interests of such Lender and (ii) to refrain from
taking any action to foreclose upon, take possession of,  liquidate or otherwise
proceed against the Security.

         The Grant made in the initial  paragraph of the Granting Clause is made
in trust (as described above) to secure the payment of principal of and interest
on, and any other  amounts  owing in respect of the Notes,  equally  and ratably
without  prejudice,  priority or

distinction  and to secure  compliance with the
provisions  of this  Indenture,  all as  provided in this  Indenture;  and after
satisfaction  of such  obligations,  amounts  received as a result of such Grant
shall be available without restriction to the Company.

         The  Trustee,  as trustee on behalf of the Holders,  acknowledges  such
Grant and  accepts  the  trusts  under this  Indenture  in  accordance  with the
provisions of this Indenture.

                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE
                   ------------------------------------------

         SECTION 1.01   Definitions.
                        -----------

         "10%  Issuees"  means  each  holder  of 10% or more of the  outstanding
          ------------
principal amount of the Notes on the Effective Date.

         "Acquired  Indebtedness"  means  Indebtedness of a Person or any of its
          ----------------------
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of
the Company or at the time it merges or consolidates  with the Company or any of
its Subsidiaries or is assumed in connection with the acquisition of assets from
such Person and in each case not incurred by such Person in connection  with, or
in  anticipation  or in  contemplation  of,  such Person  becoming a  Restricted
Subsidiary of the Company or such acquisition, merger or consolidation.

         "Affiliate"  means,  with respect to any  specified  Person,  any other
          ---------
Person who directly or indirectly through one or more  intermediaries  controls,
or is controlled by, or is under common control with, such specified Person. The
term "control"  means the  possession,  directly or indirectly,  of the power to
direct  or cause the  direction  of the  management  and  policies  of a Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative of the
foregoing.

         "Affiliate Transaction" has the meaning set forth in Section 4.11.
          ---------------------

         "Agent" means any Registrar, Paying Agent or co-Registrar.
          -----

         "Asset  Acquisition"  means (a) an  Investment  by the  Company  or any
          ------------------
Restricted  Subsidiary of the Company in any other Person pursuant to which such
Person  shall become a Restricted  Subsidiary  of the Company or any  Restricted
Subsidiary  of the  Company,  or shall be merged with or into the Company or any
Restricted  Subsidiary of the Company,  or (b) the acquisition by the Company or
any Restricted Subsidiary of the Company of the assets of any Person (other than
a Restricted  Subsidiary of the Company) which  constitute all or  substantially
all of the assets of such Person or comprise any division or line of business of
such Person or any other  properties  or assets of such Person other than in the
ordinary course of the Company's or such Restricted Subsidiary's business.

                                      -2-

         "Asset Sale" means any direct or indirect sale,  issuance,  conveyance,
          ----------

transfer, lease (other than operating leases entered into in the ordinary course
of business),  assignment  or other  transfer for value by the Company or any of
its Restricted  Subsidiaries  (including any Sale and Leaseback  Transaction) to
any Person other than the Company or a Wholly Owned Restricted Subsidiary of the
Company of (a) any Capital Stock of any Restricted Subsidiary of the Company; or
(b) any other property or assets of the Company or any Restricted  Subsidiary of
the Company other than in the ordinary  course of business;  provided,  however,
that  Asset  Sales  shall not  include  (i) a  transaction  or series of related
transactions  for which  the  Company  or its  Restricted  Subsidiaries  receive
aggregate consideration of less than $750,000, (ii) the sale, lease, conveyance,
disposition or other transfer of all or  substantially  all of the assets of the
Company as permitted  under Section  5.01,  (iii) the sale,  lease,  conveyance,
disposition  or other  transfer by the Company or any  Restricted  Subsidiary of
assets  or  property  in  transactions  constituting  Investments  that  are not
prohibited  under  Section  4.10,  (iv) leases or subleases to third persons not
interfering  in any material  respect with the business of the Company or any of
its Restricted  Subsidiaries,  (v) the sale, conveyance,  disposition,  or other
transfer of the Capital Stock of ProCare Eye Exam,  Inc. or (vi) the creation of
any Lien not prohibited by this Indenture.

         "Authenticating Agent" has the meaning set forth in Section 2.02.
          --------------------

         "Bankruptcy  Law" means  Title 11, U.S.  Code or any  similar  Federal,
          ---------------
state or foreign law for the relief of debtors.

         "Board of Directors" means, as to any Person, the board of directors of
          ------------------
such Person or any duly authorized committee thereof.

         "Board  Resolution"  means,  with  respect to any  Person,  a copy of a
          -----------------
resolution  certified by the Secretary or an Assistant  Secretary of such Person
to have been duly  adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such  certification,  and  delivered to the
Trustee.

         "Business Day" means any day other than a Saturday, Sunday or any other
          ------------
day on which commercial banking institutions in the City of New York or the city
in which the  principal  corporate  trust  office of the  Trustee is located are
required or authorized by law or other governmental action to be closed.

         "Capitalized Lease Obligation" means, as to any Person, the obligations
          ----------------------------
of such Person under a lease that are required to be  classified  and  accounted
for  as  capital  lease  obligations  under  GAAP  and,  for  purposes  of  this
definition,  the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

         "Capital  Stock"  means  (i)  with  respect  to any  Person  that  is a
          --------------
corporation, any and all shares, interests,  participations or other equivalents
(however  designated  and whether or not voting) of corporate  stock,  including
each class of Common Stock and  Preferred  Stock of such  Person,  and (ii) with
respect  to any  Person  that is not a  corporation,  any  and all  partnership,
membership or other equity interests of such Person.

                                      -3-

         "Cash  Equivalents"  means (i) marketable direct obligations issued by,
          -----------------
or unconditionally  guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States,  in
each case maturing  within one year from the date of acquisition  thereof;  (ii)
marketable  direct  obligations  issued  by any  state of the  United  States of
America  or  any  political   subdivision  of  any  such  state  or  any  public
instrumentality  thereof  maturing  within one year from the date of acquisition
thereof and, at the time of  acquisition,  having one of the two highest ratings
obtainable from either S&P or Moody's;  (iii)  commercial paper maturing no more
than one year from the date of creation thereof and, at the time of acquisition,
having a rating  of at least  A-1 from S&P or at least  P-1 from  Moody's;  (iv)
certificates  of deposit or bankers'  acceptances  maturing within one year from
the date of acquisition  thereof issued by any bank organized  under the laws of
the United States of America or any state thereof or the District of Columbia or
any U.S.  branch of a foreign  bank  having at the date of  acquisition  thereof
combined  capital  and surplus of not less than  $500,000,000  and a Thompson or
Keefe Bank Watch Rating of "B" or better; (v) repurchase obligations with a term
of not more than seven days for underlying  securities of the types described in
clause (i) above entered into with any bank meeting the qualifications specified
in clause (iv) above;  (vi) in the case of any  foreign  Restricted  Subsidiary,
Investments:  (a) in direct  obligations of the sovereign  nation (or any agency
thereof)  in  which  such  foreign  Restricted  Subsidiary  is  organized  or is
conducting  a  substantial  amount  of  business  or in  obligations  fully  and
unconditionally guaranteed by such sovereign nation (or any agency thereof), (b)
of the type and  maturity  described in clauses (i) through (v) above of foreign
obligors,  which  Investments or obligors (or the parents of such obligors) have
ratings described in such clauses or equivalent  ratings from comparable foreign
rating agencies or (c) of the type and maturity described in clauses (i) through
(v)  above  of  foreign  obligors  (or  the  parents  of such  obligors),  which
Investments  or  obligors  (or the  parents of such  obligors)  are not rated as
provided in such clauses or in clause  (vi)(b) but which are, in the  reasonable
judgment of the Company,  comparable in investment  quality to such  Investments
and obligors (or the parents of such obligors);  and (vii)  investments in money
market funds which invest  substantially  all their assets in  securities of the
types described in clauses (i) through (vi) above.

         "Change  of  Control"  means  the  occurrence  of  one or  more  of the
          -------------------
following  events after the Effective  Date:  (i) any sale,  lease,  exchange or
other transfer (in one transaction or a series of related  transactions)  of all
or  substantially  all of the  assets of the  Company  to any Person or group of
related  Persons for purposes of Section  13(d) of the Exchange Act (a "Group"),
together  with any  Affiliates  thereof  (whether or not otherwise in compliance
with  the  provisions  of this  Indenture)  other  than the  creation  of a Lien
permitted  pursuant  to this  Indenture;  (ii) the  approval  by the  holders of
Capital  Stock of the Company of any plan or  proposal  for the  liquidation  or
dissolution  of the Company  (whether or not  otherwise in  compliance  with the
provisions of this Indenture); (iii) any Person or Group shall become the owner,
directly or indirectly,  beneficially or of record, of shares  representing more
than 50% of the aggregate  ordinary  voting power  represented by the issued and
outstanding  Capital Stock of the Company; or (iv) the replacement of a majority
of the  Board of  Directors

                                      -4-

of the Company over a two-year  period from the  directors who  constituted  the
Board of  Directors of the Company at the  beginning  of such  period,  and such
replacement shall not have been approved by a vote of at least a majority of the
Board of  Directors  of the Company then still in office who either were members
of such Board of Directors at the beginning of such period or whose  election as
a member of such Board of Directors was previously so approved.  Notwithstanding
anything to the contrary contained in the foregoing, a "Change of Control" shall
not be deemed to occur upon the  consummation  of the merger of the Company with
an Affiliate  incorporated solely for the purpose of reincorporating the Company
in another jurisdiction.

         "Change of Control Offer" has the meaning set forth in Section 4.14.
          -----------------------

         "Change of Control  Payment  Date" has the meaning set forth in Section
          --------------------------------
4.14.

         "Commission" means the U.S. Securities and Exchange Commission.
          ----------

         "Common  Stock" of any Person  means any and all shares,  interests  or
          -------------
other  participations in, and other equivalents  (however designated and whether
voting or non-voting) of such Person's common stock,  whether outstanding on the
Effective  Date or issued  after  the  Effective  Date,  and  includes,  without
limitation, all series and classes of such common stock.

         "Company" means  National Vision, Inc. (f/k/a Vista  Eyecare,  Inc.), a
          -------
Georgia corporation.

         "Consolidated  EBITDA"  means,  with  respect  to any  Person,  for any
          --------------------
period, the sum (without duplication) of (i) Consolidated Net Income and (ii) to
the extent  Consolidated  Net Income has been  reduced  thereby,  (A) all income
taxes  of such  Person  and its  Restricted  Subsidiaries  paid  or  accrued  in
accordance  with GAAP for such period (other than income taxes  attributable  to
extraordinary,  unusual or nonrecurring gains or losses or taxes attributable to
sales or dispositions outside the ordinary course of business), (B) Consolidated
Interest  Expense,  (C)  Consolidated  Non-cash  Charges less any non-cash items
increasing  Consolidated  Net Income for such  period,  all as  determined  on a
consolidated basis for such Person and its Restricted Subsidiaries in accordance
with GAAP, and (D) after-tax losses from Asset Sales or abandonments or reserves
relating thereto.

         "Consolidated  Fixed Charge Coverage Ratio" means,  with respect to any
          -----------------------------------------
Person,  the ratio of  Consolidated  EBITDA of such Person  during the four full
fiscal  quarters for which  financial  statements are reasonably  available (the
"Four  Quarter  Period")  most  recently  ending  on or prior to the date of the
transaction  giving rise to the need to calculate the Consolidated  Fixed Charge
Coverage Ratio (the  "Transaction  Date") to Consolidated  Fixed Charges of such
Person for the Four Quarter Period as determined  from an Officers'  Certificate
delivered  to the  Trustee at the time that such  calculation  is required to be
made. In addition to and without  limitation of the  foregoing,  for purposes of
this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated  after  giving  effect  on a pro forma  basis for the  period of such
calculation  to (i) the  incurrence  or  repayment

                                      -5-

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

         "Consolidated  Fixed Charges" means, with respect to any Person for any
          ---------------------------
period, the sum, without duplication, of (i) Consolidated Interest Expense, plus
(ii) the  product of (x) the amount of all  dividend  payments  on any series of
Preferred  Stock of such Person (other than dividends paid in Qualified  Capital
Stock) paid, accrued or scheduled to be paid or accrued during such period times
(y) a fraction,  the numerator of which is one and the

                                      -6-

denominator  of  which is one  minus  the then  current  effective  consolidated
federal, state and local tax rate of such Person, expressed as a decimal.

         "Consolidated  Interest  Expense" means, with respect to any Person for
          -------------------------------
any period, the sum of, without  duplication:  (i) the aggregate of the interest
expense  of  such  Person  and  its  Restricted  Subsidiaries  for  such  period
determined on a consolidated  basis in accordance with GAAP,  including  without
limitation,  (a) any amortization of debt discount and amortization or write-off
of deferred  financing costs, (b) the net costs under Interest Swap Obligations,
(c) all  capitalized  interest  and (d) the  interest  portion  of any  deferred
payment  obligation;  and (ii)  the  interest  component  of  Capitalized  Lease
Obligations paid,  accrued and/or scheduled to be paid or accrued by such Person
and  its  Restricted   Subsidiaries  during  such  period  as  determined  on  a
consolidated basis in accordance with GAAP.

         "Consolidated  Net Income" means,  with respect to any Person,  for any
          ------------------------
period,  the  aggregate  net income (or loss) of such Person and its  Restricted
Subsidiaries for such period on a consolidated  basis,  determined in accordance
with GAAP;  provided that there shall be excluded  therefrom (a) after-tax gains
from Asset Sales or abandonments  or reserves  relating  thereto,  (b) after-tax
items classified as  extraordinary or nonrecurring  gains, (c) the net income of
any Person acquired in a "pooling of interests" transaction accrued prior to the
date it becomes a Restricted  Subsidiary of the referent  Person or is merged or
consolidated  with the  referent  Person  or any  Restricted  Subsidiary  of the
referent Person, (d) the net income (but not loss) of any Restricted  Subsidiary
of the  referent  Person to the extent  that the  declaration  of  dividends  or
similar distributions by that Restricted Subsidiary of that income is restricted
by a contract,  operation of law or otherwise, (e) the net income of any Person,
other than a Restricted  Subsidiary of the referent Person, except to the extent
of cash dividends or  distributions  paid to the referent  Person or to a Wholly
Owned  Restricted  Subsidiary  of the referent  Person by such  Person,  (f) any
restoration  to income of any  contingency  reserve,  except to the extent  that
provision for such reserve was made out of  Consolidated  Net Income  accrued at
any time  following  the  Effective  Date,  (g) income or loss  attributable  to
discontinued operations (including,  without limitation,  operations disposed of
during  such  period  whether  or  not  such   operations   were  classified  as
discontinued),  and (h) in the case of a  successor  to the  referent  Person by
consolidation or merger or as a transferee of the referent Person's assets,  any
earnings of the successor  corporation  prior to such  consolidation,  merger or
transfer of assets.

         "Consolidated   Net  Worth"  of  any  Person  means  the   consolidated
          -------------------------
stockholders'  equity of such  Person,  determined  on a  consolidated  basis in
accordance  with  GAAP,  less  (without  duplication)  amounts  attributable  to
Disqualified Capital Stock of such Person.

         "Consolidated  Non-cash Charges" means, with respect to any Person, for
          ------------------------------
any period, the aggregate depreciation, amortization and other non-cash expenses
of such Person and its Restricted  Subsidiaries reducing Consolidated Net Income
of such Person and its Restricted Subsidiaries for such period,  determined on a
consolidated  basis in  accordance  with GAAP  (excluding  any such charge which
requires an accrual of or a reserve for cash charges for any future period).

                                      -7-

         "Consolidated Tangible Assets" means, with respect to any Person, as of
          ----------------------------
any date of determination,  the total assets, less goodwill,  deferred financing
costs and other intangibles and less accumulated amortization, shown on the most
recent  balance  sheet of such Person,  determined  on a  consolidated  basis in
accordance with GAAP.

         "Corporate  Trust  Office"  means the office of the Trustee at which at
          ------------------------
any  particular   time  its  corporate   trust  business  shall  be  principally
administered, which office at the date of execution of this Indenture is located
at Goodwin Square, 225 Asylum Street,  23rd Floor,  Hartford,  CT 06103,  except
that with respect to  presentation  of Notes for payment or for  registration of
transfer or  exchange,  such term shall mean any office or agency of the Trustee
at which,  at any  particular  time,  its  corporate  agency  business  shall be
conducted.

         "Covenant Defeasance" has the meaning set forth in Section 8.01.
          -------------------

         "Currency Agreement" means any foreign exchange contract, currency swap
          ------------------
agreement  or other  similar  agreement or  arrangement  designed to protect the
Company or any  Restricted  Subsidiary of the Company  against  fluctuations  in
currency values.

         "Custodian"  means  any  receiver,   trustee,   assignee,   liquidator,
          ---------
sequestrator or similar official under any Bankruptcy Law.

         "Default"  means an event or condition  the  occurrence of which is, or
          -------
with the lapse of time or the  giving  of  notice or both  would be, an Event of
Default.

         "Default Interest" has the meaning set forth in Section 2.12.
          ----------------

         "Default  Interest  Payment  Date" has the meaning set forth in Section
          --------------------------------
2.12.

         "Default Notice" has the meaning set forth in Section 10.02.
          --------------

         "Depository"  means The  Depository  Trust  Company,  its  nominees and
          ----------
successors.

         "Disclosure  Statement"  means the  Disclosure  Statement  to Accompany
          --------------------
Joint Plan of  Reorganization  Under  Chapter 11, Title 11,  United  States Code
Filed by Vista Eyecare,  Inc. and Certain of its Debtor  Subsidiaries  and Joint
Plan of Reorganization  Under Chapter 11, Title 11, United States Code, Filed by
Frame-N-Lens Optical,  Inc.; Midwest Vision, Inc.; New West Eyeworks,  Inc.; and
Certain  of their  Debtor  Subsidiaries  dated  April  13,  2001 of the  Company
relating to certain matters including the issuance of the Notes.

                                      -8-

         "Disqualified  Capital  Stock" means that portion of any Capital  Stock
          ----------------------------
which,  by  its  terms  (or by  the  terms  of any  security  into  which  it is
convertible  or for  which it is  exchangeable),  or upon the  happening  of any
event,  matures  or  is  mandatorily  redeemable,  pursuant  to a  sinking  fund
obligation  or  otherwise,  or is  redeemable  at the sole  option of the holder
thereof on or prior to the final maturity date of the Notes.

         "Dollars" and "$" means U.S. Legal Tender.
          -------       -

         "EBITDA" means  earnings  before  interest,  taxes,  depreciation,  and
          ------
amortization.

         "Effective Date" means May 31, 2001.
          --------------

         "Enforcement Expenses" means all reasonable costs and expenses incurred
          --------------------
by Lender in connection with its enforcement of any rights or remedies
under the New Credit Facility, the documentation of any workout, restructuring
or forbearance arrangement with respect to the New Credit Facility, the
collection of any indebtedness under the New Credit Facility or the protection
of, or realization upon, any security under the New Credit Facility after the
occurrence and during the continuance of a default or event of default under the
New Credit Facility including, by way of example, attorney's fees, court costs,
appraisal and consulting fees, auctioneers' fees, rent, storage, insurance
premiums, costs of completing work-in-progress or refurbishing Security under
the New Credit Facility, advertising costs and shipping expenses, whether or not
such amounts are allowed as a claim against the Company in any proceeding under
Bankruptcy Law.

         "Equity  Offering"  means  a sale of  Qualified  Capital  Stock  of the
          ----------------
Company other than  Indebtedness  or Disqualified  Capital Stock  convertible or
exchangeable into Capital Stock of the Company.

         "Event of Default" has the meaning set forth in Section 6.01.
          ----------------

         "Excess Cash Flow" shall have the meaning set forth in Section 3.06.

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
          ------------
or any successor statute or statutes thereto.

         "fair market value" means,  with respect to any asset or property,  the
          -----------------
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer,  neither of whom is
under undue pressure or compulsion to complete the  transaction.  Unless the TIA
otherwise  requires,  fair  market  value  shall be  determined  by the Board of
Directors  of the  Company  acting  reasonably  and in good  faith  and shall be
evidenced  by a Board  Resolution  of the  Board  of  Directors  of the  Company
delivered to the Trustee.

         "GAAP" means generally accepted accounting  principles set forth in the
          ----
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board or in such other  statements by such
other  entity as may be  approved  by a  significant  segment of the  accounting
profession of the United  States,  which are in effect as of the Effective  Date
and consistently applied.

                                      -9-

         "Grant" means  mortgage,  pledge,  bargain,  sell,  warrant,  alienate,
          -----
remise, release, convey, assign,  transfer,  create, and grant a lien upon and a
security interest in and right of set-off against, deposit, set over and confirm
pursuant to this Indenture.  A Grant of any property hereunder shall include all
rights,  powers and options (but none of the  obligations) of the Granting party
thereunder or with respect thereto, including the immediate and continuing right
to claim for,  collect,  receive and give  receipt for  principal  and  interest
payments in respect of such property and all other moneys payable thereunder, to
give and receive  notices  and other  communications,  to make  waivers or other
agreements, to exercise all rights and options, to bring suits in equity, action
of law,  or other  judicial  or  administrative  proceedings  in the name of the
Granting  party or otherwise and  generally to do and receive  anything that the
Granting party is or may be entitled to do or receive thereunder or with respect
thereto.

         "guarantee"  means a guarantee (other than by endorsement of negotiable
          ---------
instruments  for  collection  in the  ordinary  course of  business),  direct or
indirect,  in any manner (including,  without limitation,  letters of credit and
reimbursement  agreements  in  respect  thereof),  of  all or  any  part  of any
Indebtedness.

         "Holder"  means the Person,  in its capacity as a holder of a Note,  in
          ------
whose name a Note is registered on the Registrar's books.

         "incur" has the meaning set forth in Section 4.12.
          -----

         "Indebtedness"  means with respect to any Person,  without duplication,
          ------------
(i) all Obligations of such Person for borrowed  money,  (ii) all Obligations of
such Person evidenced by bonds, debentures,  notes or other similar instruments,
(iii) all Capitalized Lease Obligations of such Person,  (iv) all Obligations of
such Person issued or assumed as the deferred  purchase  price of property,  all
conditional  sale  obligations  and all  Obligations  under any title  retention
agreement (but excluding  trade accounts  payable and other accrued  liabilities
arising in the  ordinary  course of business  that are not overdue by 90 days or
more or are being  contested in good faith by appropriate  proceedings  promptly
instituted and diligently conducted),  (v) all Obligations for the reimbursement
of any obligor on any letter of credit  (other than a letter of credit  relating
to a trade  account  payable  that is not  considered  Indebtedness  pursuant to
clause (iv) above),  banker's  acceptance or similar  credit  transaction,  (vi)
guarantees and other contingent  obligations in respect of Indebtedness referred
to in  clauses  (i)  through  (v)  above  and  clause  (viii)  below,  (vii) all
Obligations  of any other Person of the type  referred to in clauses (i) through
(vi) which are secured by any lien on any property or asset of such Person,  the
amount of such Obligation being deemed to be the lesser of the fair market value
of such property or asset or the amount of the Obligation so secured, (viii) all
net  Obligations  of such Person under  currency  agreements  and interest  swap
agreements,  (ix) all Disqualified  Capital Stock issued by such Person with the
amount of  Indebtedness  represented  by such  Disqualified  Capital Stock being
equal to the greater of its voluntary or involuntary  liquidation preference and
its maximum fixed repurchase price, but excluding accrued dividends, if any. For
purposes  hereof,  the  "maximum  fixed  repurchase  price" of any  Disqualified
Capital Stock which does not have a fixed  repurchase  price shall be calculated
in  accordance  with the  terms of such

                                      -10-

Disqualified  Capital Stock as if such Disqualified Capital Stock were purchased
on any date on which Indebtedness shall be required to be determined pursuant to
this Indenture, and if such price is based upon, or measured by, the fair market
value of such  Disqualified  Capital  Stock,  such fair  market  value  shall be
determined  reasonably and in good faith by the Board of Directors of the issuer
of such Disqualified Capital Stock.

         "Indenture" means this Indenture,  as amended or supplemented from time
          ---------
to time in accordance with the terms hereof.

         "interest"  when used with  respect to any Note means the amount of all
          --------
interest  accruing  on such Note,  including  any  applicable  Default  Interest
pursuant to Section 2.12.

         "Interest  Payment Date" means the stated maturity of an installment of
          ----------------------
interest on the Notes.

         "Interest  Swap  Obligations"  means,  with respect to any Person,  the
          ---------------------------
Obligations  of such Person under (i) interest  rate swap  agreements,  interest
rate cap  agreements  and  interest  rate  collar  agreements,  and  (ii)  other
agreements or arrangements  designed to protect such Person against fluctuations
in interest rates.

         "Internal  Revenue  Code" means the Internal  Revenue Code of 1986,  as
          -----------------------
amended to the date hereof and from time to time hereafter.

         "Investment"  by any Person in any other Person means,  with respect to
          ----------
any Person, any direct or indirect loan or other extension of credit (including,
without  limitation,  a guarantee) or capital  contribution  to (by means of any
transfer of cash or other  property  to others or any  payment  for  property or
services for the account or use of others),  or any purchase or  acquisition  by
such Person of any Capital Stock, bonds,  notes,  debentures or other securities
or evidences of Indebtedness  issued by, such other Person.  "Investment"  shall
exclude   extensions  of  trade  credit  by  the  Company  and  its   Restricted
Subsidiaries  on commercially  reasonable  terms in accordance with normal trade
practices of the Company or such Restricted Subsidiary,  as the case may be. For
the purposes of Section 4.10,  (i)  "Investment"  shall include and be valued at
the fair market value of the net assets of any Restricted Subsidiary at the time
that such  Restricted  Subsidiary is designated an  Unrestricted  Subsidiary and
shall  exclude  the fair  market  value of the net  assets  of any  Unrestricted
Subsidiary  at the time  that  such  Unrestricted  Subsidiary  is  designated  a
Restricted  Subsidiary  and  (ii)  the  amount  of any  Investment  shall be the
original cost of such Investment plus the cost of all additional  Investments by
the Company or any of its Restricted  Subsidiaries,  without any adjustments for
increases or decreases in value,  or write-ups,  write-downs or write-offs  with
respect to such Investment, reduced by the payment of dividends or distributions
in connection with such  Investment or any other amounts  received in respect of
such Investment;  provided that no such payment of dividends or distributions or
receipt of any such other amounts  shall reduce the amount of any  Investment if
such payment of dividends or  distributions or receipt of any such amounts would
be  included  in  Consolidated  Net  Income.  If the  Company or any  Restricted
Subsidiary of the Company sells or otherwise disposes of any

                                      -11-

Common Stock of any direct or indirect Restricted Subsidiary of the Company such
that, after giving effect to any such sale or disposition, the Company no longer
owns,  directly or indirectly,  greater than 50% of the outstanding Common Stock
of such  Restricted  Subsidiary,  the  Company  shall be  deemed to have made an
Investment on the date of any such sale or disposition  equal to the fair market
value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

         "Issuance" means the issuance of the Notes on the Effective Date.
          --------

         "Legal Defeasance" has the meaning set forth in Section 8.01.
          ----------------

         "Legal Holiday" has the meaning set forth in Section 11.07.
          -------------

         "Lender" means the lender under the New Credit Facility.
          ------

         "Lien"  means  any lien,  mortgage,  deed of  trust,  pledge,  security
          ----
interest,  charge or encumbrance of any kind (including any conditional  sale or
other  title  retention  agreement,  any  lease in the  nature  thereof  and any
agreement to give any security interest).

          "Managed Care Entity" means (i) NVAL VisionCare Systems of California,
           -------------------
Inc., ProCare Eye Exam, Inc. and NVAL VisionCare Systems of North Carolina, Inc.
and (ii) any other  Subsidiary  of the  Company  whose  financial  condition  or
activities  are  regulated  under the laws of any state in  connection  with the
provision   of  health  or  vision  care   products  or  services   (or  related
administrative  services)  and  shall  include,  without  limitation,  a  health
maintenance   organization  (whether  single  or  multi  service),  third  party
administrator, or any entity similar to any of the foregoing.

         "Maturity Date" means March 30, 2009.
          -------------

         "Moody's" means Moody's Investors Service, Inc. and its successors.
          -------

         "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds
          -----------------
in the  form of cash  or Cash  Equivalents  including  payments  in  respect  of
deferred  payment  obligations  when  received  in the  form  of  cash  or  Cash
Equivalents  (other than the portion of any such deferred  payment  constituting
interest)  received by the Company or any of its  Restricted  Subsidiaries  from
such Asset Sale net of (a) reasonable  out-of-pocket  expenses and fees relating
to such  Asset  Sale  (including,  without  limitation,  legal,  accounting  and
investment banking fees and sales commissions),  (b) taxes paid or payable after
taking into account any reduction in consolidated tax liability due to available
tax credits or  deductions  and any tax sharing  arrangements,  (c) repayment of
Indebtedness  that is required to be repaid in  connection  with such Asset Sale
and (d)  appropriate  amounts to be provided  by the  Company or any  Restricted
Subsidiary,  as the case may be, as a reserve,  in accordance with GAAP, against
any  liabilities  associated with such Asset Sale and retained by the Company or
any Restricted Subsidiary, as the case may be, after such Asset Sale, including,
without  limitation,  pension  and

                                      -12-

other post-employment benefit liabilities,  liabilities related to environmental
matters and liabilities under any  indemnification  obligations  associated with
such Asset Sale.

         "New Credit Facility" means the Loan and Security Agreement dated as of
          -------------------
May 30, 2001, between the Company and Fleet Capital  Corporation,  together with
the related  documents  thereto  (including,  without  limitation,  any security
documents),  in each  case as such  agreements  may be  amended  (including  any
amendment and restatement thereof), supplemented or otherwise modified from time
to time,  including  any  agreement  extending  the  maturity  of,  refinancing,
replacing  or  otherwise  restructuring  (including  increasing  the  amount  of
available borrowings  thereunder in excess of the amount that would be permitted
at any  time  pursuant  to  subsection  (ii)  of  the  definition  of  Permitted
Indebtedness  in Section 1.01  (provided  that such  increase in  borrowings  is
permitted by Section 4.12) or adding  Restricted  Subsidiaries of the Company as
additional  borrowers  or  guarantors  thereunder)  all  or any  portion  of the
Indebtedness under such agreement or any successor or replacement  agreement and
whether by the same or any other agent, lender or group of lenders. Indebtedness
under the New Credit  Facility  shall be deemed to include  (i) all loans at any
time made, and all of the indebtedness,  liabilities and obligations at any time
incurred by the Company or its Restricted  Subsidiaries  or otherwise  existing,
under  the New  Credit  Facility,  (ii) any and all loans  made or other  credit
extended by the Lender to the Company or its Restricted  Subsidiaries during the
pendency of any proceeding  under Bankruptcy Law, (iii) all interest at any time
accrued  with  respect to any of the  foregoing  (including  any  interest  that
accrues during the pendency of any proceeding  under  Bankruptcy Law, whether or
not the Lender is authorized  under Bankruptcy Law to collect such interest from
the Company or any Restricted  Subsidiary) and (iv) all Enforcement Expenses for
which the Company or its Restricted Subsidiaries is at any time obligated to pay
to the Lender under any agreement or  applicable  law (whether or not the Lender
is authorized under Bankruptcy Law to collect such Enforcement Expenses from the
Company or its Restricted Subsidiaries).

         "Non-Payment Default" has the meaning set forth in Section 10.02.
          -------------------

         "Notes"  means the 12% Senior  Secured  Notes due 2009 of the  Company,
          -----
issued on the Effective  Date, as amended or  supplemented  from time to time in
accordance  with the terms of this  Indenture,  that are issued pursuant to this
Indenture.

         "Obligations" means all obligations for principal, interest, penalties,
          -----------
fees,  indemnification,  reimbursements,  damages and other liabilities  payable
under the documentation governing any Indebtedness.

         "Officer" means, with respect to any Person,  the Chairman of the Board
          -------
of Directors,  any Vice Chairman of the Board of Directors,  the Chief Executive
Officer,  the President,  any Vice President,  the Chief Financial Officer,  the
Treasurer, the Controller, or the Secretary of such Person, or any other officer
designated by the Board of Directors serving in a similar capacity.

                                      -13-

         "Officers'   Certificate"   means,   with  respect  to  any  Person,  a
          -----------------------
certificate  signed by the Chief  Executive  Officer,  the President or any Vice
President and the Chief  Financial  Officer or any Treasurer of such Person that
shall comply with applicable provisions of this Indenture.

         "Opinion of Counsel"  means a written  opinion,  in form and  substance
          ------------------
reasonably  acceptable  to the Trustee,  from legal  counsel  who is  reasonably
acceptable to the Trustee  complying with the requirements of Sections 11.04 and
11.05,  as they relate to the giving of an Opinion of Counsel,  and delivered to
the Trustee.

         "Paying Agent" has the meaning set forth in Section 2.03.
          ------------

         "Payment Blockage Period" has the meaning set forth in Section 10.02.
          -----------------------

         "Payment Default" has the meaning set forth in Section 10.02.
          ---------------

         "Permitted  Indebtedness"  means,  without  duplication,  each  of  the
          -----------------------
following:

         (i)  Indebtedness  under the  Notes  issued  in the  Issuance  and this
     Indenture not to exceed $120,000,000 in aggregate principal amount;

         (ii)   Indebtedness   incurred  by  the  Company  and  its   Restricted
    Subsidiaries pursuant to or in connection with the New Credit Facility in an
    amount at any time  outstanding  not to esceed  the sum of (a) an  aggregate
    principal  amount at any time  outstanding  not to exceed the greater of (x)
    $15,000,000  and (y) the sum, at such time,  of (I) 85% of the  consolidated
    book  value  of  accounts  receivable  of the  Company  and  its  Restricted
    Subsidiaries and (II) 60% of the consolidated book value of inventory of the
    Company  and its  Restricted  Subsidiaries,  plus (b)  accrued  interest  in
    respect of the New Credit Facility and fees at any time owing to Lender,  in
    each case as and to the extent provided under the New Credit Facility;  plus
    (c) Enforcement Expenses;

         (iii) other Indebtedness of the Company and its Restricted Subsidiaries
    outstanding  on the  Effective  Date reduced by the amount of any  scheduled
    amortization payments or mandatory  prepayments,  when actually paid (except
    to the extent paid from the proceeds of Refinancing Indebtedness);

         (iv) Interest Swap Obligations of the Company covering  Indebtedness of
    the  Company  or  any of  its  Restricted  Subsidiaries  and  Interest  Swap
    Obligations   of  any   Restricted   Subsidiary  of  the  Company   covering
    Indebtedness of such Restricted  Subsidiary;  provided,  however,  that such
    Interest  Swap  Obligations  are entered into to protect the Company and its
    Restricted  Subsidiaries from fluctuations in interest rates on Indebtedness
    incurred in accordance with this Indenture;

        (v) Indebtedness under Currency Agreements; provided that in the case of
    Currency  Agreements which relate to Indebtedness,  such Currency Agreements
    do  not  increase  the  Indebtedness  of  the  Company  and  its  Restricted
    Subsidiaries  outstanding

                                      -14-

    other than as a result of fluctuations in foreign currency exchange rates or
    by reason of fees, indemnities and compensation payable thereunder;

        (vi) Indebtedness of a Wholly Owned Restricted Subsidiary of the Company
    to the Company or to a Wholly Owned Restricted Subsidiary of the Company for
    so long as such  Indebtedness  is held  by the  Company  or a  Wholly  Owned
    Restricted  Subsidiary of the Company, in each case subject to no Lien other
    than Liens permitted  under this Indenture;  provided that if as of any date
    any Person other than the Company or a Wholly Owned Restricted Subsidiary of
    the Company owns or holds any such  Indebtedness  or holds a Lien in respect
    of such Indebtedness other than a Lien permitted under this Indenture,  such
    date  shall be  deemed  the  incurrence  of  Indebtedness  not  constituting
    Permitted Indebtedness by the issuer of such Indebtedness;

         (vii)   Indebtedness of  the  Company  to  a  Wholly  Owned  Restricted
    Subsidiary  of the  Company  for so long as such  Indebtedness  is held by a
    Wholly Owned Restricted  Subsidiary of the Company,  in each case subject to
    no Lien other than a Lien permitted under this Indenture;  provided that (a)
    any Indebtedness of the Company to any Wholly Owned Restricted Subsidiary of
    the Company is unsecured and subordinated,  pursuant to a written agreement,
    to the Company's  obligations  under this Indenture and the Notes (including
    any  Indebtedness  that is pari passu with this Indenture and the Notes) and
    (b) if as of any date  any  Person  other  than a  Wholly  Owned  Restricted
    Subsidiary of the Company owns or holds any such  Indebtedness or any Person
    holds a Lien in respect  of such  Indebtedness  other than a Lien  permitted
    under  this  Indenture,   such  date  shall  be  deemed  the  incurrence  of
    Indebtedness not constituting Permitted Indebtedness by the Company;

         (viii)  Indebtedness arising  from  the  honoring  by a bank  or  other
    financial  institution of a daylight overdraft or Indebtedness  arising from
    the honoring by a bank or other financial  institution of a check,  draft or
    similar  instrument  inadvertently  drawn against  insufficient funds in the
    ordinary course of business;  provided,  however,  that such Indebtedness is
    extinguished within two business days of incurrence;

         (ix)  Indebtedness of the Company or any of its Restricted Subsidiaries
    represented by reimbursement obligations in respect of letters of credit for
    the account of the Company or such  Restricted  Subsidiary,  as the case may
    be,  which  letters of credit were issued in order to provide  security  for
    workers'  compensation  claims,   payment  obligations  in  connection  with
    self-insurance or similar requirements in the ordinary course of business;

         (x) Indebtedness in respect of trade letters of credit, standby letters
    of credit or  performance,  surety or appeal bonds, in each case incurred in
    the ordinary course of business and securing  obligations  not  constituting
    Indebtedness;

          (xi)  Indebtedness  represented by Capitalized  Lease  Obligations and
     Purchase Money Indebtedness of the Company and its Restricted  Subsidiaries
     not to exceed the

                                      -15-

    greater of (i) $2,500,000 and (ii) 5% of Consolidated Tangible Assets of the
    Company and its Restricted Subsidiaries at any one time outstanding;

         (xii) Refinancing Indebtedness; and

         (xiii)  additional Indebtedness  of  the  Company  and  its  Restricted
    Subsidiaries in an aggregate  principal amount not to exceed $[2,500,000] at
    any one time  outstanding  (which  amount may,  but need not, be incurred in
    whole or in part under the New Credit Facility).

         "Permitted  Investments"  means (i)  Investments  by the Company or any
          ----------------------

Restricted  Subsidiary  of the  Company  in any  Person  that is or will  become
immediately  after such Investment a Wholly Owned  Restricted  Subsidiary of the
Company or that will merge or  consolidate  into the  Company or a Wholly  Owned
Restricted  Subsidiary of the Company,  (ii)  Investments  in the Company by any
Restricted Subsidiary of the Company;  provided that any Indebtedness evidencing
such Investment is unsecured and subordinated,  pursuant to a written agreement,
to  the  Company's  obligations  under  the  Notes  and  this  Indenture;  (iii)
investments in cash and Cash  Equivalents;  (iv) loans and advances to employees
and  officers of the Company and its  Restricted  Subsidiaries  in the  ordinary
course of business for bona fide business  purposes not in excess of $500,000 at
any one time outstanding;  (v) Currency Agreements and Interest Swap Obligations
entered  into  in the  ordinary  course  of  the  Company's  or  its  Restricted
Subsidiaries'  businesses and otherwise in compliance with this Indenture;  (vi)
additional Investments not to exceed $500,000 at any one time outstanding; (vii)
Investments in securities of trade creditors or customers  received  pursuant to
any workout,  compromise, plan of reorganization or similar arrangement upon the
bankruptcy  or  insolvency  or  financial  distress of such trade  creditors  or
customers; (viii) Investments made by the Company or its Restricted Subsidiaries
as a result of  consideration  received in connection with an Asset Sale made in
compliance  with  Section  4.15;  and (ix)  Investments  by the  Company  or its
Restricted  Subsidiaries in joint ventures in an aggregate  amount not in excess
of $1,000,000 at any time outstanding.

         "Permitted Liens" means the following types of Liens:

         (i)  Liens for  taxes, assessments  or governmental  charges  or claims
    either (a) not  delinquent  or (b)  contested  in good faith by  appropriate
    action and as to which the Company or its Restricted Subsidiaries shall have
    set aside on its books such reserves, if any, as may be required pursuant to
    GAAP;

         (ii)  statutory Liens of landlords and Liens of carriers, warehousemen,
     mechanics, suppliers, materialmen, repairmen and other Liens imposed by law
     incurred in the ordinary  course of business for sums not yet delinquent or
     being  contested  in good  faith,  if such  reserve  or  other  appropriate
     provision,  if any,  as shall be  required  by GAAP shall have been made in
     respect thereof;

         (iii)   Liens  incurred  or  deposits  made in the  ordinary  course of
     business in connection with workers'  compensation,  unemployment insurance
     and  other  types of

                                      -16-

    social  security,  or  to  secure  the  performance  of  tenders,  statutory
    obligations,  surety and appeal bonds, bids, leases,  government  contracts,
    performance  and   return-of-money   bonds  and  other  similar  obligations
    (exclusive of obligations for the payment of borrowed money),  including any
    Lien  securing  letters  of  credit  issued  in  connection  with any of the
    foregoing;

          (iv) judgment Liens not giving rise to an Event of Default;

          (v) easements,  rights-of-way,  zoning  restrictions and other similar
     charges or  encumbrances in respect of real property not interfering in any
     material  respect with the ordinary  conduct of the business of the Company
     or any of its Restricted Subsidiaries;

          (vi) any  interest or title of a lessor  under any  Capitalized  Lease
     Obligation; provided that such Liens do not extend to any property or asset
     which is not leased property subject to such Capitalized Lease Obligation;

          (vii)  Liens  upon  specific  items of  inventory  or other  goods and
     proceeds of any Person  securing  such Person's  obligations  in respect of
     bankers'  acceptances  issued or created  for the account of such Person to
     facilitate  the  purchase,  shipment or storage of such  inventory or other
     goods;

          (viii)  Liens  securing  reimbursement  obligations  with  respect  to
     commercial  letters of credit which  encumber  documents and other property
     relating to such letters of credit and products and proceeds thereof;

                                      -17-

          (ix) Liens  encumbering  deposits made to secure  obligations  arising
     from statutory,  regulatory,  contractual,  or warranty requirements of the
     Company or any of its Restricted  Subsidiaries,  including rights of offset
     and set-off;

          (x) Liens  securing  Interest  Swap  Obligations  which  Interest Swap
     Obligations  relate to Indebtedness that is otherwise  permitted under this
     Indenture;

          (xi) Liens securing Purchase Money Indebtedness  permitted pursuant to
     clause  (xi)  of the  definition  of  "Permitted  Indebtedness";  provided,
     however,  that  (A) the  Indebtedness  shall  not  exceed  the cost of such
     property  or assets and shall not be secured by any  property  or assets of
     the Company or any  Restricted  Subsidiary  of the  Company  other than the
     property and assets so acquired or  constructed  and (B) the Lien  securing
     such  Indebtedness  shall be created within 180 days of such acquisition or
     construction  or,  in the  case  of a  refinancing  of any  Purchase  Money
     Indebtedness, within 180 days of such refinancing;

          (xii) Liens securing obligations under Currency Agreements;

          (xiii) any lease or sublease not  interfering in any material  respect
     with the business of the Company and its Subsidiaries;

          (xiv) Liens with respect to  obligations  that do not in the aggregate
     exceed $1,500,000 at any one time outstanding;

          (xv) Liens in favor of customs  and revenue  authorities  arising as a
     matter of law to secure  payment of custom  duties in  connection  with the
     importation of goods;

          (xvi)  Liens  on the assets of a Managed  Care Entity  pursuant to the
     applicable   rules,  or  regulations  of,  or  undertakings  made  to,  any
     regulatory entity having  jurisdiction and authority over such Managed Care
     Entity;

          (xvii) Liens  arising  under  customary  provisions  in joint  venture
     agreements and other similar agreements; and

          (xviii) Liens securing  Acquired  Indebtedness  incurred in accordance
     with Section  4.12;  provided  that (A) such Liens  secured  such  Acquired
     Indebtedness  at the time of and prior to the  incurrence  of such Acquired
     Indebtedness  by the Company or a Restricted  Subsidiary of the Company and
     were not granted in connection  with, or in anticipation of, the incurrence
     of such Acquired  Indebtedness by the Company or a Restricted Subsidiary of
     the  Company  and (B) such Liens do not extend to or cover any  property or
     assets of the Company or of any of its Restricted  Subsidiaries  other than
     the property or assets that secured the Acquired  Indebtedness prior to the
     time such  Indebtedness  became  Acquired  Indebtedness of the Company or a
     Restricted  Subsidiary  of the  Company  and are no more  favorable  to the
     lienholders  than those  securing  the Acquired  Indebtedness  prior to the
     incurrence  of such  Acquired  Indebtedness  by the Company or a Restricted
     Subsidiary of the Company.

         "Person" means an individual, partnership, corporation,  unincorporated
          ------
organization,   limited  liability  company,   trust  or  joint  venture,  or  a
governmental agency or political subdivision thereof.

         "Physical Notes" has the meaning set forth in Section 2.01.
          --------------

         "Plan  of  Liquidation"  means,  with  respect  to any  Person,  a plan
          ---------------------
(including  by  operation  of  law)  that  provides  for,  contemplates  or  the
effectuation   of  which  is  preceded  or   accompanied   by  (whether  or  not
substantially  contemporaneously)  (a) the  sale,  lease,  conveyance  or  other
disposition of all or  substantially  all of the assets of such Person otherwise
than as an entirety or  substantially as an entirety and (b) the distribution of
all or  substantially  all of the proceeds of such sale,  lease,  conveyance  or
other  disposition and all or substantially  all of the remaining assets of such
Person to holders of Capital Stock of such Person.

         "Preferred  Stock" of any Person means any Capital Stock of such Person
          ----------------
that has  preferential  rights to any other  Capital  Stock of such  Person with
respect to dividends or redemptions or upon liquidation.

         "principal"  of  any  Indebtedness  (including  the  Notes)  means  the
          ---------
principal amount of such Indebtedness.

                                      -18-

         "pro forma" means,  with respect to any calculation made or required to
          ---------
be made pursuant to the terms of this  Indenture,  a  calculation  in accordance
with Article 11 of Regulation S-X under the Securities Act, as determined by the
Board of Directors of the Company in consultation  with its  independent  public
accountants.

         "Purchase Money  Indebtedness" means Indebtedness of the Company or its
          ----------------------------
Restricted Subsidiaries incurred for the purpose of financing all or any part of
the purchase price or the cost of  installation,  construction or improvement of
property or equipment.

         "Qualified   Capital  Stock"  means  any  Capital  Stock  that  is  not
          --------------------------
Disqualified Capital Stock.

         "Qualified  Proceeds"  means any of the following or any combination of
          -------------------
the following:  (i) cash, (ii) Cash  Equivalents,  (iii) assets that are used or
usable in the  business of the Company and its  Subsidiaries  as existing on the
Effective Date or a business  reasonably  related or  complementary  thereto and
(iv)  Capital  Stock of any Person  engaged  primarily  in the  business  of the
Company and its  Subsidiaries  as existing on the  Effective  Date or a business
reasonably  related or complementary  thereto if, in connection with the receipt
by the  Company or any  Restricted  Subsidiary  of the  Company of such  Capital
Stock:  (A) such Person becomes a Restricted  Subsidiary;  or (B) such Person is
merged,  consolidated  or  amalgamated  with or into,  or  transfers  or conveys
substantially  all of its assets to, or is  liquidated  into the  Company or any
Restricted Subsidiary of the Company.

         "Record Date" means the Record Date specified in the Notes.
          -----------

         "Redemption  Date"  when used with  respect  to any Note to be fully or
          ----------------
partially  redeemed,  means the date fixed for such redemption  pursuant to this
Indenture and the Notes.

         "redemption  price" when used with  respect to any Note to be redeemed,
          -----------------
means the price fixed for such redemption, including principal, pursuant to this
Indenture and the Notes.

         "Reference Date" has the meaning set forth in Section 4.10.
          --------------

         "Refinance"  means,  in respect of any  security  or  Indebtedness,  to
          ---------
refinance,  extend, renew, refund, repay, prepay,  redeem, defease or retire, or
to issue a security  or  Indebtedness  in  exchange  or  replacement  for,  such
security or Indebtedness  in whole or in part.  "Refinanced"  and  "Refinancing"
shall have correlative meanings.

         "Refinancing  Indebtedness" means any Refinancing by the Company or any
          -------------------------
Restricted Subsidiary of the Company of Indebtedness incurred in accordance with
Section  4.12  or  clauses  (i)  and  (iii)  of  the   definition  of  Permitted
Indebtedness,  in each  case  that does not (1)  result  in an  increase  in the
aggregate principal amount of Indebtedness of such Person as of the date of such
proposed  Refinancing  (plus the amount of any accrued  interest  required to be
paid under the terms of the instrument  governing such Indebtedness and plus the

                                      -19-

amount of  reasonable  fees and expenses  incurred by the Company in  connection
with such  Refinancing) or (2) create  Indebtedness  with (A) a Weighted Average
Life to Maturity that is less than the Weighted  Average Life to Maturity of the
Indebtedness  being  Refinanced or (B) a final  maturity  earlier than the final
maturity  of the  Indebtedness  being  Refinanced;  provided  that  (x) if  such
Indebtedness  being  Refinanced is  Indebtedness  of the Company only, then such
Refinancing  Indebtedness  shall be Indebtedness  solely of the Company,  (y) if
such  Indebtedness  being Refinanced is subordinate or junior to the Notes, then
such  Refinancing  Indebtedness  shall be  subordinate or junior to the Notes at
least to the  same  extent  and in the same  manner  as the  Indebtedness  being
Refinanced,  and (z) if the full amount of such Indebtedness incurred is used to
make optional  redemptions  pursuant to Section 3.03, and such  Indebtedness  is
pari  passu  with or  subordinate  to the Notes,  such  Indebtedness  may have a
Weighted Average Life to Maturity that is less than the Weighted Average Life to
Maturity of the Indebtedness being Refinanced.

         "Registrar" has the meaning set forth in Section 2.03.
          ---------

         "Registration Rights Agreement" means the Registration Rights Agreement
          -----------------------------
dated as of the Effective Date among the Company and the 10% Issuees.

         "Restricted Payment" shall have the meaning set forth in Section 4.10.
          ------------------

         "Restricted  Security"  has the  meaning  assigned to such term in Rule
          --------------------
144(a)(3) under the Securities Act; provided, however, that the Trustee shall be
entitled to request and conclusively  rely on an Opinion of Counsel with respect
to whether any Note constitutes a Restricted Security.

         "Restricted  Subsidiary"  of any Person  means any  Subsidiary  of such
          ----------------------
Person which at the time of determination is not an Unrestricted Subsidiary.

         "Restructuring  Expenses" means restructuring and reorganization costs,
          -----------------------
including  professional  fees,  payments under retention and severance plans and
programs, payments to settle claims, including claims of landlords under leases,
expenses  associated  with the  disposition or closing of facilities,  including
retail locations,  and any other costs and expenses associated with the plans of
reorganization  described in the  Disclosure  Statement,  including  any amounts
placed in any claims reserve.

         "Sale  and  Leaseback   Transaction"   means  any  direct  or  indirect
          ----------------------------------
arrangement  with any Person or to which any such  Person is a party,  providing
for the  leasing to the  Company or a  Restricted  Subsidiary  of any  property,
whether owned by the Company or any Restricted  Subsidiary at the Effective Date
or later acquired, which has been or is to be sold or transferred by the Company
or such  Restricted  Subsidiary  to such Person or to any other Person from whom
funds have been or are to be  advanced  by such  Person on the  security of such
Property.

                                      -20-

         "S&P"  means  Standard & Poor's  Ratings  Services,  a division  of The
          ---
McGraw Hill Companies, Inc., and its successors.

         "Securities Act" means the Securities Act of 1933, as amended,  and the
          --------------
rules and regulations of the Commission promulgated thereunder.

         "Security" has the meaning set forth in the Granting Clause.
          --------

         "Significant  Subsidiary,"  with  respect  to  any  Person,  means  any
          -----------------------
Restricted  Subsidiary  of  such  Person  that  satisfies  the  criteria  for  a
"Significant  Subsidiary"  set forth in Rule 1.02(w) of Regulation S-X under the
Exchange Act.

         "Subsidiary," with respect to any Person,  means (i) any corporation of
          ----------
which the  outstanding  Capital  Stock  having at least a majority  of the votes
entitled to be cast in the election of directors  under  ordinary  circumstances
shall at the time be owned,  directly or indirectly,  by such Person or (ii) any
other Person of which at least a majority of the voting  interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.

         "Surviving Entity" shall have the meaning set forth in Section 5.01.
          ----------------

         "TIA"   means   the   Trust   Indenture   Act  of   1939   (15   U.S.C.
          ---
Sections 77aaa-77bbbb), as amended,  as in effect on the date of this Indenture,
except as otherwise provided in Section 9.03.

         "Trust  Officer"  means any  officer  of the  Trustee  assigned  by the
          --------------
Trustee to administer this Indenture,  or in the case of a successor trustee, an
officer  assigned to the department,  division or group performing the corporate
trust work of such successor and assigned to administer this Indenture.

         "Trustee"  means  the  party  named as such in this  Indenture  until a
          -------
successor  replaces it in accordance  with the  provisions of this Indenture and
thereafter means such successor.

         "UCC" means the Uniform  Commercial  Code, as in effect in New York, as
          ---
amended.

         "Unrestricted  Subsidiary"  of any Person means (i) any  Subsidiary  of
          ------------------------
such  Person  that at the  time of  determination  shall  be or  continue  to be
designated an  Unrestricted  Subsidiary by the Board of Directors of such Person
in the  manner  provided  below  and  (ii)  any  Subsidiary  of an  Unrestricted
Subsidiary.  The Board of Directors may designate any Subsidiary  (including any
newly  acquired or newly formed  Subsidiary)  to be an  Unrestricted  Subsidiary
unless such  Subsidiary  owns any Capital Stock of, or owns or holds any Lien on
any property of, the Company or any other  Subsidiary of the Company that is not
a  Subsidiary  of the  Subsidiary  to be so  designated;  provided  that (x) the
Company  certifies to the Trustee

                                      -21-

that such  designation  complies with Section 4.10 and (y) each Subsidiary to be
so designated and each of its  Subsidiaries  has not at the time of designation,
and does not thereafter,  create,  incur, issue, assume,  guarantee or otherwise
become directly or indirectly  liable with respect to any Indebtedness  pursuant
to which the lender has  recourse  to any of the assets of the Company or any of
its  Restricted   Subsidiaries.   The  Board  of  Directors  may  designate  any
Unrestricted  Subsidiary to be a Restricted  Subsidiary  only if (x) immediately
after giving effect to such  designation,  the Company is able to incur at least
$1.00  of  additional   Indebtedness  (other  than  Permitted  Indebtedness)  in
compliance  with Section 4.12 and (y) immediately  before and immediately  after
giving  effect to such  designation,  no Default or Event of Default  shall have
occurred and be continuing. Any such designation by the Board of Directors shall
be  evidenced  to the Trustee by promptly  filing with the Trustee a copy of the
Board Resolution giving effect to such designation and an Officers'  Certificate
certifying that such designation complied with the foregoing provisions.

         "U.S.   Government   Obligations"  mean  direct   obligations  of,  and
          -------------------------------
obligations guaranteed by, the United States of America for the payment of which
the full faith and credit of the United States of America is pledged.

         "U.S. Legal Tender" means such coin or currency of the United States of
          -----------------
America  as at the time of  payment  shall be legal  tender  for the  payment of
public and private debts.

         "Weighted  Average  Life  to  Maturity"  means,  when  applied  to  any
          -------------------------------------
Indebtedness  at any date, the number of years obtained by dividing (a) the then
outstanding  aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products  obtained by  multiplying  (i) the amount of each then
remaining  installment,  sinking fund, serial maturity or other required payment
of principal,  including payment at final maturity,  in respect thereof, by (ii)
the number of years  (calculated to the nearest  one-twelfth)  which will elapse
between such date and the making of such payment.

         "Wholly Owned Restricted Subsidiary" of any Person means any Restricted
          ----------------------------------
Subsidiary of such Person of which all the outstanding  voting securities (other
than in the  case of a  foreign  Restricted  Subsidiary,  directors'  qualifying
shares or an immaterial  amount of shares  required to be owned by other Persons
pursuant  to  applicable  law) are  owned by such  Person  or any  Wholly  Owned
Restricted Subsidiary of such Person.

         "Working  Capital"  means  the  sum  of  accounts  receivable  (net  of
          ----------------
reserves),  inventories,  and other current assets (exclusive of cash), less the
sum of accounts payable and accrued expenses.

         SECTION 1.02  Incorporation by Reference of TIA.
                       ---------------------------------

         Whenever  this  Indenture  refers  to a  provision  of  the  TIA,  such
provision is  incorporated  by reference in, and made a part of, this Indenture.
The following TIA terms used in this Indenture have the following meanings:

                                      -22-

         "indenture securities" means the Notes.

         "indenture security holder" means a Holder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

         "obligor" on the  Indenture  securities  means the Company or any other
obligor on the Notes.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another  statute or defined by  Commission  rule and
not otherwise defined herein have the meanings assigned to them therein.

         SECTION 1.03   Rules of Construction.
                        ---------------------

         Unless the context otherwise requires:

         (1)  a term has the meaning assigned to it;

         (2)  an accounting term not otherwise  defined has the meaning assigned
     to it in accordance with GAAP as of any date of determination;

         (3)  "or" is not exclusive;

         (4)  words in the singular include the plural,  and words in the plural
     include the singular;

         (5)  "herein," "hereof" and other words of similar import refer to this
     Indenture as a whole and not to any  particular  Article,  Section or other
     subdivision; and

         (6)  any reference to a statute,  law or regulation means that statute,
     law or  regulation  as amended and in effect from time to time and includes
     any successor  statute,  law or  regulation;  PROVIDED,  HOWEVER,  that any
     reference to the Bankruptcy Law shall mean the Bankruptcy Law as applicable
     to the relevant case.

                                   ARTICLE TWO

                                    THE NOTES
                                    ---------

         SECTION 2.01.  Form and Dating.
                         ---------------

         The Notes and the  Trustee's  certificate  of  authentication  relating
thereto  shall be  substantially  in the form of  EXHIBIT  A. The Notes may have
notations,  legends or

                                      -23-

endorsements  required by law, stock exchange rule or depository  rule or usage.
The  Company  and the  Trustee  shall  approve  the  form of the  Notes  and any
notation,  legend or  endorsement  on them. If required,  the Notes may bear the
appropriate  legend regarding any original issue discount for federal income tax
purposes.  Each Note shall be dated the date of its  issuance and shall show the
date of its authentication.

         The terms and  provisions  contained  in the  Note,  annexed  hereto as
EXHIBIT  A, shall  constitute,  and are hereby  expressly  made,  a part of this
Indenture and, to the extent applicable,  the Company and the Trustee,  by their
execution  and  delivery of this  Indenture,  expressly  agree to such terms and
provisions and to be bound thereby.

         Notes shall be issued in the form of  permanent  certificated  Notes in
definitive registered form in substantially the form set forth in EXHIBIT A (the
"Physical Notes").  The aggregate principal amount of each Note may from time to
time be decreased as a result of prepayments  of principal  pursuant to Sections
3.03 and 3.06 by adjustments made on the records of the Trustee.

         SECTION 2.02  Execution and Authentication;
                        Aggregate Principal Amount.
                        -----------------------------

         Two Officers, or an Officer and an Assistant Secretary,  shall sign, or
one Officer or an Assistant  Secretary  (each of whom shall,  in each case, have
been duly  authorized by all requisite  corporate  actions) shall attest to, the
Notes for the Company by manual or facsimile signature.

         If an Officer or Assistant  Secretary  whose signature is on a Note was
an Officer or Assistant  Secretary at the time of such  execution  but no longer
holds that office or position  at the time the Trustee  authenticates  the Note,
the Note shall nevertheless be valid.

         A Note shall not be valid until an authorized  signatory of the Trustee
manually  signs the  certificate  of  authentication  on the Note. The signature
shall be  conclusive  evidence that the Note has been  authenticated  under this
Indenture.

         The  Trustee  shall  authenticate  Notes  for  original  issue  in  the
aggregate  principal amount not to exceed  $120,000,000  upon a written order of
the Company in the form of an Officers'  Certificate  of the Company.  Each such
written order shall specify the amount of Notes to be authenticated and the date
on which the Notes are to be  authenticated  and such other  information  as the
Trustee  may  reasonably  request.  The  aggregate  principal  amount  of  Notes
outstanding  at any time may not  exceed  $120,000,000,  except as  provided  in
Sections 2.07 and 2.08.

         In the  event  that the  Company  shall  issue  and the  Trustee  shall
authenticate  any Notes issued under this Indenture  subsequent to the Effective
Date pursuant to the first sentence of the immediately preceding paragraph,  the
Company shall use its  reasonable  efforts to obtain the same "CUSIP" number for
such  Notes as is  printed  on the Notes  outstanding  at

                                      -24-

such time;  PROVIDED,  HOWEVER,  that if any series of Notes  issued  under this
Indenture subsequent to the Effective Date is determined, pursuant to an Opinion
of  Counsel  of the  Company  in a form  satisfactory  to  the  Trustee  to be a
different class of security than the Notes  outstanding at such time for federal
income tax purposes, the Company may obtain a "CUSIP" number for such Notes that
is different than the "CUSIP" number printed on the Notes then outstanding.

         Notwithstanding  the  foregoing,  all Notes issued under this Indenture
shall vote and  consent  together  on all matters (as to which any of such Notes
may vote or  consent) as one class and no series of Notes will have the right to
vote or consent as a separate class on any matter.

         The Trustee may appoint an  authenticating  agent (the  "Authenticating
Agent")  reasonably  acceptable  to the Company to  authenticate  Notes.  Unless
otherwise provided in the appointment,  an Authenticating Agent may authenticate
Notes  whenever  the Trustee  may do so. Each  reference  in this  Indenture  to
authentication  by the Trustee includes  authentication  by such  Authenticating
Agent. An Authenticating  Agent has the same rights as an Agent to deal with the
Company or with any Affiliate of the Company.

         The Notes  shall be  issuable in fully  registered  form only,  without
coupons, in denominations of $1,000 and any integral multiple thereof.

         SECTION 2.03.  Registrar and Paying Agent.
                        --------------------------

         The Company shall  maintain an office or agency (which shall be located
in the Borough of  Manhattan  in the City of New York,  State of New York) where
(a) Notes may be presented or surrendered  for  registration  of transfer or for
exchange  ("Registrar"),  (b) Notes may be presented or surrendered  for payment
("Paying  Agent")  and (c) notices and demands to or upon the Company in respect
of the Notes and this  Indenture  may be served.  The Company  hereby  initially
designates  the office of State Street Bank and Trust Company N.A., 61 Broadway,
15th Floor,  New York, New York 10006,  Attn:  Corporate Trust Division,  as its
office  or  agency  in the  Borough  of  Manhattan,  the City of New  York.  The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company,  upon prior  written  notice to the  Trustee,  may have one or more
co-Registrars  and  one or  more  additional  paying  agents  acceptable  to the
Trustee.  The term "Paying  Agent"  includes any  additional  Paying Agent.  The
Company  may act as its own  Paying  Agent,  except  that  for the  purposes  of
payments on the Notes  pursuant to Sections  4.14 and 4.15,  neither the Company
nor any Affiliate of the Company may act as Paying Agent.

         The Company shall enter into an appropriate  agency  agreement with any
Agent not a party to this  Indenture,  which  agreement  shall  incorporate  the
provisions of the TIA and implement the provisions of this Indenture that relate
to such Agent. The Company shall notify the Trustee, in advance, of the name and
address of any such  Agent.  If the Company  fails to  maintain a  Registrar  or
Paying Agent,  or fails to give the foregoing  notice,  the Trustee shall act as
such and shall be  entitled  to  appropriate  compensation  in  accordance  with
Section 7.07.

                                      -25-

         The Company initially  appoints the Trustee as Registrar,  Paying Agent
and agent for service of demands and notices in connection with the Notes, until
such time as the Trustee has resigned or a successor has been appointed.  Any of
the  Registrar,  the Paying  Agent or any other  agent may resign  upon 30 days'
notice to the Company.

         SECTION 2.04.  Paying Agent To Hold Assets in Trust.
                        ------------------------------------

         The Company  shall  require each Paying Agent other than the Trustee to
agree in writing  that,  subject to Article Ten, such Paying Agent shall hold in
trust for the  benefit of the  Holders  or the  Trustee  all assets  held by the
Paying Agent for the payment of principal of or interest on, the Notes  (whether
such assets have been  distributed  to it by the Company or any other obligor on
the Notes), and the Company and the Paying Agent shall notify the Trustee of any
Default by the  Company  (or any other  obligor on the Notes) in making any such
payment.  The Company at any time may require a Paying Agent to  distribute  all
assets held by it to the Trustee  and account for any assets  disbursed  and the
Trustee may at any time during the  continuance  of any  payment  Default,  upon
written  request to a Paying Agent,  require such Paying Agent to distribute all
assets held by it to the Trustee and to account for any assets distributed. Upon
distribution  to the Trustee of all assets that shall have been delivered by the
Company to the Paying  Agent,  the Paying Agent shall have no further  liability
for such assets.

         SECTION 2.05.  Holder Lists.
                        ------------

         The  Trustee  shall  preserve  in as  current  a form as is  reasonably
practicable  the most recent list  available to it of the names and addresses of
the Holders.  If the Trustee is not the Registrar,  the Company shall furnish or
cause the Registrar to furnish to the Trustee five (5) Business Days before each
Interest  Payment  Date and at such other  times as the  Trustee  may request in
writing a list as of such date and in such form as the  Trustee  may  require of
the names and addresses of the Holders,  which list may be  conclusively  relied
upon by the Trustee.

         SECTION 2.06.  Transfer and Exchange.
                        ---------------------

         When Notes are  presented  to the  Registrar or a  co-Registrar  with a
request to register the transfer of such Notes or to exchange  such Notes for an
equal principal amount of Notes or other authorized denominations, the Registrar
or co-Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met; PROVIDED, HOWEVER, that the Notes
presented or surrendered for  registration of transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Company, the Trustee and the Registrar or co-Registrar,  duly executed by
the  Holder  thereof or his  attorney  duly  authorized  in  writing.  To permit
registration  of transfers  and  exchanges,  the Company  shall  execute and the
Trustee  shall  authenticate  Notes.  No  service  charge  shall be made for any
registration  of transfer or exchange,  but the Company may require payment of a
sum  sufficient  to cover any transfer tax, fee or similar  governmental  charge
payable in connection  therewith  (other than any such transfer taxes or similar
governmental  charge  payable upon  exchanges or transfers  pursuant to Sections
2.10,  3.04, 4.14, 4.15 or 9.05, in which event the Company shall be responsible
for the payment of such taxes).

                                      -26-

         The  Registrar  or  co-Registrar  shall not be required to register the
transfer of or exchange of any Note (i) during a period beginning at the opening
of business 15 days  before the mailing of a notice of  redemption  of Notes and
ending at the close of business  on the day of such  mailing, (ii) selected  for
redemption in whole or in part pursuant to Article Three,  except the unredeemed
portion of any Note being  redeemed  in part or (iii)  between a Record Date and
the next succeeding Interest Payment Date.

         SECTION 2.07.  Replacement Notes.
                        -----------------

         If a mutilated Note is surrendered to the Trustee or if the Holder of a
Note claims that the Note has been lost,  destroyed  or  wrongfully  taken,  the
Company shall issue and the Trustee shall authenticate a replacement Note if the
Trustee's  requirements are met. If required by the Trustee or the Company, such
Holder must provide satisfactory  evidence of such loss,  destruction or taking,
and an indemnity bond or other indemnity of reasonable tenor,  sufficient in the
reasonable judgment of the Company and the Trustee, to protect the Company,  the
Trustee  or any Agent  from any loss  which any of them may  suffer if a Note is
replaced.  Every replacement Note shall constitute an obligation of the Company.
The  Company and the  Trustee  each may charge  such Holder for its  expenses in
replacing such Note.

         SECTION 2.08.  Outstanding Notes.
                        -----------------

         Notes  outstanding  at any  time  are  all the  Notes  that  have  been
authenticated  by the Trustee except those canceled by it, those delivered to it
for cancellation and those described in this Section as not outstanding. Subject
to the  provisions  of  Section  2.09,  a Note does not cease to be  outstanding
because the Company or any of its Affiliates holds the Note.

         If a Note is replaced  pursuant to Section 2.07 (other than a mutilated
Note  surrendered  for  replacement),  it ceases to be  outstanding  unless  the
Trustee  receives proof  satisfactory  to it that the replaced Note is held by a
BONA FIDE purchaser. A mutilated Note ceases to be outstanding upon surrender of
such Note and replacement thereof pursuant to Section 2.07.

         If on a  Redemption  Date or the  Maturity  Date the Paying Agent holds
U.S. Legal Tender or U.S.  Government  Obligations  sufficient to pay all of the
principal  and  interest  due on the  Notes  payable  on  that  date  and is not
prohibited from paying such money to the Holders  thereof  pursuant to the terms
of this Indenture, then on and after that date such Notes shall be deemed not to
be outstanding and interest on them shall cease to accrue.

         SECTION 2.09.  Treasury Notes.
                        --------------

         In determining  whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver, consent or notice, Notes owned by
the Company or

                                      -27-

an  Affiliate  of the  Company  shall  be  considered  as  though  they  are not
outstanding,  except that for the  purposes of  determining  whether the Trustee
shall be protected  in relying on any such  direction,  waiver or consent,  only
Notes which a Trust Officer of the Trustee  actually knows are so owned shall be
so considered.  The Company shall notify the Trustee, in writing, when it or, to
its knowledge, any of its Affiliates repurchases or otherwise acquires Notes, of
the  aggregate  principal  amount  of such  Notes so  repurchased  or  otherwise
acquired and such other  information  as the Trustee may request and the Trustee
shall be entitled to rely thereon.

         SECTION 2.10.  Temporary Notes.
                        ---------------

         Until definitive Notes are ready for delivery,  the Company may prepare
and the Trustee  shall  authenticate  temporary  Notes upon receipt of a written
order of the  Company in the form of an  Officers'  Certificate.  The  Officers'
Certificate  shall specify the amount of temporary Notes to be authenticated and
the date on which the temporary Notes are to be  authenticated.  Temporary Notes
shall be  substantially  in the form of definitive Notes but may have variations
that the Company  considers  appropriate  for temporary Notes and so indicate in
the Officers' Certificate. Without unreasonable delay, the Company shall prepare
and execute and the Trustee shall authenticate,  upon receipt of a written order
of the  Company  pursuant to Section  2.02,  definitive  Notes in  exchange  for
temporary Notes.

         SECTION 2.11.  Cancellation.
                        ------------

         The  Company  at  any  time  may  deliver  Notes  to  the  Trustee  for
cancellation.  The  Registrar  and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee, or
at the direction of the Trustee,  the Registrar or the Paying Agent,  and no one
else, shall cancel and, at the written direction of the Company,  shall dispose,
in its  customary  manner,  of all Notes  surrendered  for  transfer,  exchange,
payment or cancellation.  Subject to Section 2.07, the Company may not issue new
Notes  to  replace  Notes  that it has  paid or  delivered  to the  Trustee  for
cancellation.  If the Company shall acquire any of the Notes,  such  acquisition
shall  not  operate  as  a  redemption  or  satisfaction  of  the   Indebtedness
represented  by such  Notes  unless  and until the same are  surrendered  to the
Trustee for cancellation pursuant to this Section 2.11.

         SECTION 2.12.  Defaulted Interest.
                        ------------------

         The  Company  shall pay  interest on overdue  principal  and on overdue
installments of interest  (without regard to any applicable  grace periods),  to
the  extent  lawful,  from time to time on demand at the rate then  borne by the
Notes  plus  2%.  Interest  will be  computed  on the  basis of a  360-day  year
comprised of twelve  30-day  months,  and, in the case of a partial  month,  the
actual number of days elapsed.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted  amounts,  plus (to the extent lawful) any interest payable on
the defaulted amounts (collectively, "Default Interest"), to the Persons who are
Holders on a subsequent  special record date, which special record date shall be
the fifteenth  day next  preceding the date fixed

                                      -28-

by the  Company  for the  payment of  Default  Interest  or the next  succeeding
Business Day if such date is not a Business  Day.  The Company  shall notify the
Trustee in writing of the amount of Default Interest proposed to be paid on each
Note and the date of the proposed  payment (a "Default  Interest Payment Date"),
and at the same time the  Company  shall  deposit  with the Trustee an amount of
money  equal to the  aggregate  amount  proposed  to be paid in  respect of such
Default Interest or shall make arrangements satisfactory to the Trustee for such
deposit  on or  prior to the  date of the  proposed  payment,  such  money  when
deposited  to be held in trust for the benefit of the  Persons  entitled to such
Default  Interest as provided in this  Section;  PROVIDED,  HOWEVER,  that in no
event shall the Company deposit monies proposed to be paid in respect of Default
Interest  later  than  11:00  a.m.  New York City time of the  proposed  Default
Interest  Payment Date. At least 15 days before the  subsequent  special  record
date,  the Company  shall mail (or cause to be mailed) to each  Holder,  as of a
recent date selected by the Company,  with a copy to the Trustee,  a notice that
states the  subsequent  special  record date, the payment date and the amount of
Default Interest to be paid. Notwithstanding the foregoing, any Default Interest
which is paid prior to the  expiration of the 30-day period set forth in Section
6.01(a) shall be paid to Holders as of the regular  record date for the Interest
Payment  Date  for  which  interest  has  not  been  paid.  Notwithstanding  the
foregoing,  the  Company may make  payment of any Default  Interest in any other
lawful manner not inconsistent with the requirements of any securities  exchange
on which the Notes may be listed,  and upon such  notice as may be  required  by
such exchange.

         SECTION 2.13.  CUSIP Numbers.
                        -------------

         The Company in issuing the Notes may use one or more  "CUSIP"  numbers,
and, if so, the Trustee  shall use the CUSIP numbers in notices of redemption or
exchange as a convenience to Holders; PROVIDED,  HOWEVER, that no representation
is hereby deemed to be made by the Trustee as to the  correctness or accuracy of
the CUSIP number printed in the notice or on the Notes, and that reliance may be
placed  only on the other  identification  numbers  printed  on the  Notes.  The
Company shall promptly notify the Trustee of any change in the CUSIP numbers.

         SECTION 2.14.  Deposit of Monies.
                        -----------------

         Prior to 11:00 a.m. New York City time on each  Interest  Payment Date,
Maturity Date,  Redemption  Date and Change of Control Payment Date, the Company
shall have deposited with the Paying Agent in immediately  available funds money
sufficient to make cash  payments,  if any, due on such  Interest  Payment Date,
Maturity Date,  Redemption  Date and Change of Control Payment Date, as the case
may be, in a timely  manner which  permits the Paying Agent to remit  payment to
the Holders on such Interest  Payment Date,  Maturity Date,  Redemption Date and
Change of Control Payment Date, as the case may be.

                                      -29-

                                 ARTICLE THREE

                                   REDEMPTION
                                   ----------

         SECTION 3.01.  Notices to Trustee.
                        ------------------

         If the Company  elects to redeem  Notes  pursuant to Paragraph 5 of the
Notes and Section  3.03,  it shall  notify the  Trustee and the Paying  Agent in
writing  of the  Redemption  Date and the  principal  amount  of the Notes to be
redeemed.

         The Company shall give each notice provided for in this Section 3.01 at
least 45 but not more than 90 days before the Redemption  Date (unless a shorter
notice period shall be  satisfactory  to the Trustee,  as evidenced in a writing
signed on behalf of the Trustee), together with an Officers' Certificate stating
that such redemption  shall comply with the conditions  contained  herein and in
the Notes, the Redemption Date, the redemption price and the principal amount of
the Notes to be redeemed.

         If the Company is required to make an offer to redeem Notes pursuant to
the  provisions of Section 4.14 or 4.15 hereof,  it shall furnish to the Trustee
at least 45 days but not more  than 90 days  before a  Redemption  Date (or such
shorter  period as may be agreed to by the  Trustee in  writing),  an  Officers'
Certificate  setting forth (i) the Section of this  Indenture  pursuant to which
the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount
of Notes to be redeemed,  (iv) the  redemption  price and (v) a statement to the
effect that (a) the  Company or one of its  Subsidiaries  has  effected an Asset
Sale and the  conditions  set forth in Section 4.15 have been satisfied or (b) a
Change of Control has occurred and the conditions set forth in Section 4.14 have
been satisfied, as applicable.

         SECTION 3.02.  Selection of Notes To Be Redeemed.
                        ---------------------------------

         In the event that less than all of the Notes are to be  redeemed at any
time,  selection  of such Notes for  redemption  will be made by the  Trustee in
compliance with the requirements of the principal national securities  exchange,
if any,  on which such Notes are listed or, if such Notes are not then listed on
a national securities exchange, on a pro rata basis; provided,  however, that no
Notes of a  principal  amount  of  $1,000  or less  shall be  redeemed  in part;
provided,  further, that if a partial redemption is made with the proceeds of an
Equity Offering, selection of the Notes or portions thereof for redemption shall
be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis
as is practicable  (subject to DTC procedures),  unless such method is otherwise
prohibited. Notice of redemption shall be mailed by first-class mail at least 30
but not more than 60 days before the redemption  date to each Holder of Notes to
be redeemed  at its  registered  address.  If any Note is to be redeemed in part
only, the notice of redemption that relates to such Note shall state the portion
of the principal amount thereof to be redeemed. A new Note in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon  cancellation  of the original  Note.  On and after the  redemption
date,  interest  will cease to accrue on Notes or  portions  thereof  called for
redemption as long as the Company has  deposited  with the

                                      -30-

Paying Agent funds in satisfaction of the applicable  redemption  price pursuant
to this Indenture.

         SECTION 3.03.  Optional Redemption.
                        -------------------

         The Notes will be redeemable after the Effective Date, at the Company's
option, in whole at any time or in part from time to time, upon not less than 30
nor more  than 60  days'  notice,  at a  redemption  price  equal to 100% of the
principal  amount  thereof,  plus,  in each case,  accrued  and unpaid  interest
thereon,  if any, to the date of redemption.  If the Company shall consummate an
Equity Offering, the proceeds of such offering shall be used to (i) pay (subject
to waiver by the Lender)  amounts  owing under the New Credit  Facility and (ii)
make  principal  payments  (subject  to waiver by the  Holders of a majority  in
aggregate  principal  amount of the Notes) on the Notes.  In order to effect the
foregoing redemption with the proceeds of any Equity Offering, the Company shall
make such  redemption not more than 120 days after the  consummation of any such
Equity Offering.

         SECTION 3.04.  Notice of Redemption.
                        --------------------

         At least 30 days but not more than 60 days before any Redemption  Date,
the  Company  shall mail or cause to be mailed a notice of  redemption  by first
class mail to each  Holder of Notes to be redeemed  at its  registered  address,
with a copy to the Trustee and any Paying Agent. At the Company's  request,  the
Trustee shall give the notice of  redemption  in the  Company's  name and at the
Company's  expense.  The Company shall provide such notices of redemption to the
Trustee at least ten days before the intended mailing date. In any case, failure
to give such  notice or any defect in the notice to the holder of any Note shall
not affect the validity of the proceeding for the redemption of any other Note.

         Each notice of redemption  shall identify  (including the CUSIP number)
the Notes to be redeemed and shall state:

         (1)  the Redemption Date;

         (2) the redemption price and the amount of accrued interest, if any, to
    be paid;

         (3)  the name and address of the Paying Agent;

         (4)  the subparagraph of the Notes pursuant to which such redemption is
    being made;

         (5)  that Notes called for redemption must be surrendered to the Paying
    Agent to collect the redemption price plus accrued interest, if any;

         (6) that, unless the Company defaults in making the redemption payment,
    interest  on Notes or  applicable  portions  thereof  called for  redemption
    ceases to accrue on and after the  Redemption  Date,  and the only remaining
    right of the Holders of such

                                      -31-

    Notes is to receive payment of the redemption price plus accrued interest as
    of the  Redemption  Date, if any, upon  surrender to the Paying Agent of the
    Notes redeemed;

         (7) if any Note is being redeemed in part, the portion of the principal
    amount of such Note to be redeemed and that,  after the Redemption Date, and
    upon surrender of such Note, a new Note or Notes in the aggregate  principal
    amount equal to the unredeemed portion thereof will be issued; and

         (8) if fewer than all the Notes are to be redeemed, the  identification
    of the particular Notes (or portion thereof) to be redeemed,  as well as the
    aggregate  principal  amount  of  Notes  to be  redeemed  and the  aggregate
    principal amount of Notes to be outstanding after such partial redemption.

         No  representation  is made as to the  accuracy  of the  CUSIP  numbers
listed in such notice or printed on the Notes.

                                      -24-

         The Company will comply with the  requirements  of Rule 14e-1 under the
Exchange Act and any other  securities  laws and  regulations  thereunder to the
extent such laws and  regulations are applicable in connection with the purchase
of Notes.

         SECTION 3.05.  Effect of Notice of Redemption.
                        ------------------------------

         Once notice of redemption  is mailed in  accordance  with Section 3.04,
such notice of redemption  shall be irrevocable  and Notes called for redemption
become due and payable on the Redemption  Date and at the redemption  price plus
accrued  interest  as of such date,  if any.  Upon  surrender  to the Trustee or
Paying Agent,  such Notes called for redemption  shall be paid at the redemption
price plus accrued  interest thereon to the Redemption Date, but installments of
interest,  the maturity of which is on or prior to the Redemption Date, shall be
payable to Holders of record at the close of  business  on the  relevant  record
dates referred to in the Notes. Interest shall accrue on or after the Redemption
Date and  shall be  payable  only if the  Company  defaults  in  payment  of the
redemption price.

         SECTION 3.06.  Mandatory Redemption.
                        --------------------

         The Notes shall be redeemed,  in whole or in part,  on each February 28
and  August 31 (each such date,  a  "Mandatory  Redemption  Payment  Date"),  by
payment of 100% of Excess Cash Flow in accordance with the provisions of Section
3.07. "Excess Cash Flow" shall mean Consolidated EBITDA for the fiscal six month
period expiring on the last day of each December and June,  respectively,  prior
to each  Mandatory  Redemption  Payment Date (such last day, the "Balance  Sheet
Date",  provided,  however,  that the  initial  "Balance  Sheet  Date"  shall be
designated  as December 31, 2001 and the initial  Mandatory  Redemption  Payment
Date shall be February 28, 2002), plus (to the extent made,  incurred or accrued
during such six month  period)  decreases in Working  Capital,  but less (to the
extent  made,  incurred  or  accrued  during  such six  month  period),  without
duplication,  (i) the  items  described  in  clause  (ii) of the  definition  of
"Consolidated  EBITDA"  (exclusive  of  depreciation  and  amortization),   (ii)
expenditures  on  capital  assets,  (iii)  increases  in Working  Capital,  (iv)

                                      -32-

payments or  prepayments  of principal  and fees or other  amounts under the New
Credit Facility, (v) any optional redemption amount paid by the Company pursuant
to Section 3.03 since the most recent  Mandatory  Redemption  Payment Date, (vi)
payments of  Restructuring  Expenses,  and (vii) any payments  made  pursuant to
Section 4.14; provided,  however,  that any payment of Excess Cash Flow shall be
reduced to the extent  necessary so that,  after giving  effect to such payment,
the amount of cash possessed by the Company as of each respective  Balance Sheet
Date is at least  $3,000,000.  Cash  possessed by the Company is determined on a
consolidated  basis in accordance  with GAAP. The Company shall provide at least
five  Business  Days notice to the Trustee  prior to each  Mandatory  Redemption
Payment  Date  setting  forth the  amount,  if any,  of  Excess  Cash Flow to be
distributed.  The Trustee may rely on such notice with  respect to the amount of
such Excess Cash Flow without further  inquiry.  If the Trustee does not receive
such a notice  setting  forth an amount of  Excess  Cash Flow to be  distributed
prior to any Mandatory  Redemption Payment Date, it may assume,  without further
inquiry,  that no  mandatory  redemption  pursuant to this Section 3.06 shall be
made for such  Mandatory  Redemption  Payment  Date.  If,  after  any  Mandatory
Redemption  Payment Date,  it is  determined,  by audit or otherwise,  to record
adjustments  to the Company's  financial  statements  as of the related  Balance
Sheet Date (such adjustments, the "Financial Adjustments"),  no adjustment shall
be made to the related  calculation of Excess Cash Flow, but the  calculation of
Excess Cash Flow next  succeeding  the recording of such  Financial  Adjustments
shall be adjusted to give effect to such Financial Adjustments,  with the effect
that the  dollar  amount  resulting  from the  calculation  of Excess  Cash Flow
related to such Mandatory Redemption Payment Date plus the dollar amount of such
succeeding  calculation  of  Excess  Cash Flow  shall be equal to the  aggregate
dollar  amount  which would have been  calculated  if the  applicable  Financial
Adjustments had been made as of the initial  relevant Balance Sheet Date and not
as of such succeeding Balance Sheet Date.

         SECTION 3.07.  Deposit of Redemption Price.
                        ---------------------------

         On or before 11:00 a.m. New York City time on the  Redemption  Date and
in accordance with Section 2.14, the Company shall deposit with the Paying Agent
U.S. Legal Tender  sufficient to pay the redemption price plus accrued interest,
if any,  of all Notes to be  redeemed  on that  date.  The  Paying  Agent  shall
promptly  return to the Company any U.S. Legal Tender so deposited  which is not
required for that purpose,  except with respect to monies owed as obligations to
the Trustee pursuant to Article Seven.

         Unless the Company  fails to comply with the  preceding  paragraph  and
defaults in the payment of such redemption price plus accrued interest,  if any,
interest  on the  Notes to be  redeemed  will  cease to  accrue on and after the
applicable Redemption Date, whether or not such Notes are presented for payment.

         SECTION 3.08.  Notes Redeemed in Part.
                        ----------------------

         Upon  surrender  of a Note that is to be redeemed in part,  the Trustee
shall  authenticate for the Holder a new Note or Notes equal in principal amount
to the unredeemed portion of the Note surrendered.

                                      -33-

                                  ARTICLE FOUR

                                    COVENANTS
                                    ---------

         SECTION 4.01.  Payment of Notes.
                        ----------------

         (a) The Company shall pay the principal of, Default  Interest,  if any,
and  interest on the Notes on the dates and in the manner  provided in the Notes
and in this Indenture.

         (b) An  installment  of  principal of or interest on the Notes shall be
considered paid on the date it is due if the Trustee or Paying Agent (other than
the Company or any of its Affiliates)  holds,  prior to 11:00 a.m. New York City
time on that date,  U.S.  Legal Tender  designated for and sufficient to pay the
installment in full and is not prohibited  from paying such money to the Holders
pursuant to the terms of this Indenture or the Notes.

         (c)  Notwithstanding   anything  to  the  contrary  contained  in  this
Indenture, the Company may, to the extent it is required to do so by law, deduct
or  withhold  income or other  similar  taxes  imposed by the  United  States of
America from principal or interest payments hereunder.

         SECTION 4.02.  Maintenance of Office or Agency.
                        -------------------------------

         The Company shall maintain the office or agency  required under Section
2.03.  The  Company  shall  give  prior  written  notice to the  Trustee  of the
location,  and any change in the location,  of such office or agency.  If at any
time the Company  shall fail to maintain any such  required  office or agency or
shall fail to furnish the Trustee with the address thereof,  such presentations,
surrenders,  notices  and  demands  may be made or served at the  address of the
Trustee set forth in Section 11.02.

         SECTION 4.03.  Corporate Existence.
                        -------------------

         Except as provided in Article Five, the Company shall do or shall cause
to be done all things  necessary  to preserve  and keep in full force and effect
its corporate  existence and the corporate,  partnership  or other  existence of
each  of  its  Restricted   Subsidiaries   in  accordance  with  the  respective
organizational  documents of the Company and each such Restricted Subsidiary and
the rights  (charter and statutory)  and material  franchises of the Company and
its Restricted Subsidiaries.

         SECTION 4.04.  Payment of Taxes and Other Claims.
                        ---------------------------------

         The Company  shall pay or discharge or cause to be paid or  discharged,
before the same shall become delinquent, (i) all material taxes, assessments and
governmental  charges (including  withholding taxes and any penalties,  interest
and  additions  to  taxes)  levied or  imposed  upon the  Company  or any of the
Subsidiaries  or properties of the Company or any of the  Subsidiaries  and (ii)
all material  lawful claims for labor,  materials and supplies  that, if

                                      -34-

unpaid,  might by law become a Lien upon the  property  of the Company or any of
the Subsidiaries;  PROVIDED,  HOWEVER, that the Company shall not be required to
pay or discharge  or cause to be paid or  discharged  any such tax,  assessment,
charge or claim whose amount,  applicability  or validity is being  contested in
good faith by appropriate  negotiations or proceedings  properly  instituted and
diligently  conducted for which adequate reserves,  to the extent required under
GAAP, have been taken.

         SECTION 4.05.  Maintenance of Properties
                        and Insurance.
                        -------------

         (a) The Company and each of its  Subsidiaries  shall cause all material
properties  owned by or leased to it and used or  useful in the  conduct  of its
business to be maintained and kept in normal condition, repair and working order
and  supplied  with  all  necessary  equipment  and  shall  cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the  judgment of the Company or such  Subsidiary  may be  necessary so
that the  business  carried  on in  connection  therewith  may be  properly  and
advantageously  conducted at all times; provided,  however, that nothing in this
Section shall prevent the Company or any of its Subsidiaries from  discontinuing
the use, operation or maintenance of any of such properties, or disposing of any
of them, if such  discontinuance or disposal is, in the judgment of the Board of
Directors  of the  Company  or of  the  Board  of  Directors  of the  Subsidiary
concerned,  or of an officer (or other  agent  employed by the Company or any of
its   Subsidiaries)  of  the  Company  or  such  Subsidiary   having  managerial
responsibility  for any such property,  desirable in the conduct of the business
of the Company or any of its Subsidiaries.

         (b) The  Company  and  the  Subsidiaries  shall  cause  to be  provided
insurance (including appropriate  self-insurance)  against loss or damage of the
kinds that, in the good faith judgment of the respective  Boards of Directors or
other  governing  body  or  officer  or  other  agent  of the  Company  or  such
Subsidiaries,  as the case may be, are adequate and  appropriate for the conduct
of the  business of the Company or such  Subsidiaries,  as the case may be, with
reputable  insurers or with the government of the United States of America or an
agency or instrumentality  thereof, in such amounts, with such deductibles,  and
by such  methods  as  shall be  customary,  in the good  faith  judgment  of the
respective Boards of Directors or other governing body or officer or other agent
of the Company or such Subsidiary,  as the case may be, for companies  similarly
situated in the industry.

         SECTION 4.06.  Compliance Certificate;
                        Notice of Default.
                        -----------------------

         (a) The Company shall deliver to the Trustee,  within 90 days after the
end of each of the Company's fiscal years, an Officers'  Certificate  (signed by
the principal  executive officer,  principal  financial officer and/or principal
accounting  officer)  stating that a review of its activities and the activities
of its Restricted  Subsidiaries  during the preceding  fiscal year has been made
under the supervision of the signing officers with a view to determining whether
it has kept,  observed,  performed  and  fulfilled  its  obligations  under this
Indenture and further stating, as to each such officer signing such certificate,
that to the best of such  officers'  knowledge the Company during such preceding
fiscal year has kept,  observed,  performed  and  fulfilled  each and every such
obligation and no Default or Event of Default  occurred  during

                                      -35-

such year and at the date of such  certificate  there is no  Default or Event of
Default that has occurred and is continuing  or, if such signers do know of such
Default or Event of Default, the certificate shall describe the Default or Event
of Default and its status with  particularity.  The Officers'  Certificate shall
also notify the Trustee  should the Company  elect to change the manner in which
it fixes its fiscal year end.

         (b) The annual financial  statements delivered pursuant to Section 4.08
shall be accompanied by a written report of the Company's  independent certified
public  accountants  (who shall be a firm of  established  national  reputation)
stating (A) that their audit  examination  has included a review of the terms of
this  Indenture and the form of the Notes as they relate to accounting  matters,
and (B) whether,  in  connection  with their audit  examination,  any Default or
Event of Default has come to their  attention  and if such a Default or Event of
Default  has come to their  attention,  specifying  the  nature  and  period  of
existence thereof;  provided,  however,  that, without any restriction as to the
scope of the audit  examination,  such independent  certified public accountants
shall not be liable by reason of any  failure  to obtain  knowledge  of any such
Default or Event of  Default  that  would not be  disclosed  in the course of an
audit  examination  conducted in accordance  with  generally  accepted  auditing
standards.

         (c) So long as any of the Notes are  outstanding  (i) if any Default or
Event of Default has occurred and is  continuing  or (ii) if any Holder seeks to
exercise  any remedy  hereunder  with  respect to a claimed  Default  under this
Indenture or the Notes,  the Company  shall  promptly  deliver to the Trustee by
registered  or certified  mail or by telegram,  telex or facsimile  transmission
followed by hard copy by registered or certified  mail an Officers'  Certificate
specifying such event,  notice or other action promptly of its becoming aware of
such occurrence.

         SECTION 4.07.  Compliance with Laws.
                        --------------------

         The Company shall comply,  and shall cause each of its  Subsidiaries to
comply,  with  all  applicable   statutes,   rules,   regulations,   orders  and
restrictions  of the United  States of  America,  all states and  municipalities
thereof  and of  any  governmental  department,  commission,  board,  regulatory
authority,  bureau,  agency and instrumentality of the foregoing,  in respect of
the conduct of their respective businesses and the ownership of their respective
properties,  except  for such  noncompliances  as  could  not  singly  or in the
aggregate  reasonably  be  expected  to have a  material  adverse  effect on the
financial  condition,  business or results of  operations of the Company and its
Subsidiaries taken as a whole.

         SECTION 4.08.  Reports to Holders.
                        ------------------

         The  Company  shall  deliver  to the  Trustee  within 15 days after the
filing  of the same with the  Commission,  copies of the  quarterly  and  annual
reports and of the information,  documents and other reports,  if any, which the
Company is required to file with the Commission  pursuant to Section 13 or 15(d)
of the Exchange Act.  Notwithstanding that the Company may not be subject to the
reporting  requirements  of Section 13 or 15(d) of the Exchange Act, the Company
shall file with the Commission, to the extent permitted, and provide the Trustee
and Holders with such annual reports and such  information,  documents

                                      -36-

and other  reports  specified in Sections 13 and 15(d) of the Exchange  Act. The
Company shall also comply with the other provisions of TIA Section 314(a).

         SECTION 4.09.  Waiver of Stay, Extension
                        or Usury Laws.
                        --------------

         The Company  covenants  (to the extent that it may lawfully do so) that
it shall not at any time insist upon,  plead, or in any manner  whatsoever claim
or take the benefit or advantage  of, any stay or extension law or any usury law
or other law that would  prohibit or forgive the Company  from paying all or any
portion of the  principal  of or interest on the Notes as  contemplated  herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this  Indenture;  and (to the extent that it may
lawfully do so) the Company hereby  expressly waives all benefit or advantage of
any such law,  and  covenants  that it shall  not  hinder,  delay or impede  the
execution  of any power  herein  granted to the  Trustee,  but shall  suffer and
permit the execution of every such power as though no such law had been enacted.

         SECTION 4.10.  Limitation on Restricted Payments.
                        ---------------------------------

         The  Company  shall  not,  and shall  not  cause or  permit  any of its
Restricted  Subsidiaries  to,  directly  or  indirectly,  (a) declare or pay any
dividend or make any distribution (other than dividends or distributions payable
in  Qualified  Capital  Stock of the  Company) on or in respect of shares of the
Company's  Capital Stock to holders of such Capital Stock, (b) purchase,  redeem
or otherwise acquire or retire for value any Capital Stock of the Company or any
warrants,  rights or options to purchase or acquire  shares of any class of such
Capital Stock,  (c) make any principal  payment on, purchase,  defease,  redeem,
prepay,  decrease  or  otherwise  acquire  or  retire  for  value,  prior to any
scheduled final maturity, scheduled repayment or scheduled sinking fund payment,
any  Indebtedness  of the  Company  that is  subordinate  or  junior in right of
payment  to  the  Notes  or  (d)  make  any  Investment  (other  than  Permitted
Investments)  (each of the  foregoing  actions set forth in clauses (a), (b) (c)
and (d) being  referred to as a  "Restricted  Payment"),  if at the time of such
Restricted Payment or immediately after giving effect thereto,  (i) a Default or
an Event of Default shall have occurred and be continuing or (ii) the Company is
not able to  incur  at  least  $1.00  of  additional  Indebtedness  (other  than
Permitted  Indebtedness)  in compliance with Section 4.12 or (iii) the aggregate
amount of Restricted  Payments (including such proposed Restricted Payment) made
subsequent  to the Effective  Date (the amount  expended for such  purposes,  if
other than in cash,  being the fair market value of such  property as determined
reasonably  and in good faith by the Board of Directors  of the  Company)  shall
exceed  the sum of:  (w) 50% of the  cumulative  Consolidated  Net Income (or if
cumulative  Consolidated Net Income shall be a loss, minus 100% of such loss) of
the Company earned  subsequent to the Effective Date and on or prior to the date
the Restricted  Payment occurs (the "Reference Date") (treating such period as a
single  accounting  period);  plus (x) 100% of the  aggregate  net cash proceeds
received by the Company from any Person (other than a Subsidiary of the Company)
from the issuance and sale  subsequent to the Effective  Date and on or prior to
the Reference Date of Qualified  Capital Stock of the Company;  plus (y) without
duplication  of any  amounts  included  in clause  (iii)(x) above,  100% of the
aggregate net cash proceeds of any equity  contribution

                                      -37-

received by the Company from a holder of the Company's Capital Stock (excluding,
in the case of clauses  (iii)(x) and (y), any net cash  proceeds  from an Equity
Offering to the extent used to redeem the Notes); plus (z) without  duplication,
the sum of (1) the  aggregate  amount  returned  in cash on or with  respect  to
Investments (other than Permitted  Investments) made subsequent to the Effective
Date whether through interest payments,  principal payments,  dividends or other
distributions or payments,  (2) the net cash proceeds received by the Company or
any of its Restricted Subsidiaries from the disposition of all or any portion of
such  Investments  (other  than to a  Subsidiary  of the  Company)  and (3) upon
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair
market value of such Subsidiary; provided, however, that the sum of clauses (1),
(2) and (3) above shall not exceed the aggregate  amount of all such Investments
made subsequent to the Effective Date.

         Notwithstanding  the  foregoing,   the  provisions  set  forth  in  the
immediately preceding paragraph do not prohibit: (1) the payment of any dividend
within 60 days after the date of  declaration  of such  dividend if the dividend
would have been permitted on the date of declaration; (2) if no Default or Event
of Default shall have occurred and be continuing,  the acquisition of any shares
of Capital  Stock of the  Company,  either (i) solely in exchange  for shares of
Qualified  Capital Stock of the Company or (ii) through the  application  of net
proceeds of a substantially concurrent sale for cash (other than to a Subsidiary
of the Company) of shares of Qualified  Capital Stock of the Company;  (3) if no
Default  or  Event  of  Default  shall  have  occurred  and be  continuing,  the
acquisition of any  Indebtedness of the Company that is subordinate or junior in
right of  payment  to the Notes  either  (i)  solely in  exchange  for shares of
Qualified  Capital Stock of the Company,  or (ii) through the application of net
proceeds of a substantially concurrent sale for cash (other than to a Subsidiary
of the Company) of (A) shares of Qualified  Capital  Stock of the Company or (B)
Refinancing  Indebtedness;  and (4) so long as no  Default  or Event of  Default
shall have  occurred  and be  continuing,  repurchases  by the Company of Common
Stock of the Company from employees of the Company or any of its Subsidiaries or
their  authorized  representatives  or successors upon the death,  disability or
termination  of  employment  of such  employees,  in an aggregate  amount not to
exceed  $500,000 in  any calendar  year. In determining the aggregate  amount of
Restricted  Payments made  subsequent to the Effective  Date in accordance  with
clause (iii) of the immediately  preceding paragraph,  amounts expended pursuant
to  clauses  (1),  (2)(ii),  3(ii)(A),  (4) and (5)  shall be  included  in such
calculation.

         Not later than the date of making any Restricted  Payment,  the Company
shall  deliver  to the  Trustee  an  Officers'  Certificate  stating  that  such
Restricted  Payment complies with this Indenture and setting forth in reasonable
detail the basis upon  which the  required  calculations  were  computed,  which
calculations may be based upon the Company's latest available internal quarterly
financial statements.

         SECTION 4.11.  Limitations on Transactions
                        with Affiliates.
                        ---------------

         (a) The Company  shall not, and shall not permit any of its  Restricted
Subsidiaries  to,  directly  or  indirectly,  enter  into or permit to exist any
transaction or series of related  transactions  (including,  without limitation,
the  purchase,  sale,  lease or exchange of any

                                      -38-

property or the  rendering of any service)  with,  or for the benefit of, any of
its  Affiliates  (each an  "Affiliate  Transaction"),  other than (x)  Affiliate
Transactions  permitted under paragraph (b) below and (y) Affiliate Transactions
on terms that are no less favorable than those that might  reasonably  have been
obtained in a comparable  transaction at such time on an arm's-length basis from
a Person that is not an Affiliate of the Company or such Restricted  Subsidiary.
All Affiliate  Transactions (and each series of related  Affiliate  Transactions
which are  similar or part of a common  plan)  involving  aggregate  payments or
other  property with a fair market value in excess of $250,000 shall be approved
by a  majority  of  non-interested  directors  of the  Board of  Directors  or a
majority of non-interested directors of a committee of the Board of Directors of
the Company or such Restricted Subsidiary,  as the case may be, such approval to
be evidenced by a Board Resolution  stating that such majority of non-interested
directors of the Board of Directors or such majority of non-interested directors
of the committee of the Board of Directors,  as the case may be, have determined
that such transaction complies with the foregoing provisions.  If the Company or
any Restricted  Subsidiary of the Company  enters into an Affiliate  Transaction
(or a series of related  Affiliate  Transactions  related to a common plan) that
involves an aggregate fair market value of more than $5,000,000,  the Company or
such Restricted Subsidiary, as the case may be, shall, prior to the consummation
thereof,  obtain a favorable  opinion as to the fairness of such  transaction or
series  of  related  transactions  to the  Company  or the  relevant  Restricted
Subsidiary,  as the  case  may be,  from a  financial  point  of  view,  from an
independent nationally recognized investment banking firm and file the same with
the Trustee.

         (b) The  restrictions  set forth in  clause  (a) shall not apply to (i)
reasonable fees and  compensation  paid to and indemnity  provided on behalf of,
officers,  directors,  employees or consultants of the Company or any Restricted
Subsidiary of the Company as determined in good faith by the Company's  Board of
Directors  or a  committee  thereof  or  senior  management;  (ii)  transactions
exclusively  between or among the Company and any of its Wholly Owned Restricted
Subsidiaries  or  exclusively  between or among  such  Wholly  Owned  Restricted
Subsidiaries,  PROVIDED such  transactions are not otherwise  prohibited by this
Indenture;  (iii) any  agreement  as in effect as of the  Effective  Date or any
amendment thereto or any transaction contemplated thereby (including pursuant to
any amendment thereto) in any replacement  agreement thereto so long as any such
amendment or replacement agreement is not more disadvantageous to the Holders in
any material  respect than the original  agreement as in effect on the Effective
Date; (iv)  Restricted  Payments  permitted by this Indenture;  (v) any payment,
issuance  of  securities  or  other  payments,  awards  or  grants,  in  cash or
otherwise,  pursuant to, or the funding of,  employment  arrangements  and stock
option and stock  ownership  plans  approved by the Board of  Directors,  or the
appropriate committee of the Board of Directors,  of the Company; and (vi) loans
or advances to officers, directors or employees of the Company or its Restricted
Subsidiaries not in excess of $500,000 at any one time outstanding.

                                      -39-

         SECTION 4.12.  Limitation on Incurrence
                        of Additional Indebtedness.
                        --------------------------

         The  Company  shall not,  and shall not  permit  any of its  Restricted
Subsidiaries  to,  directly or indirectly,  create,  incur,  assume,  guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise
become  responsible  for payment of  (collectively,  "incur")  any  Indebtedness
(other than Permitted  Indebtedness);  PROVIDED,  HOWEVER, that if no Default or
Event of Default  shall have  occurred and be  continuing at the time of or as a
consequence  of the incurrence of any such  Indebtedness,  the Company may incur
Indebtedness  (including,  without limitation,  Acquired Indebtedness) if on the
date  of the  incurrence  of  such  Indebtedness,  after  giving  effect  to the
incurrence thereof,  the Consolidated Fixed Charge Coverage Ratio of the Company
is  greater  than 2.5 to 1.0 if  such  incurrence  is on  or prior to  March 30,
2003  and  3.0  to 1.0 if such incurrence is thereafter  and;  PROVIDED FURTHER,
that  the no  incurrence  of  Permitted  Indebtedness  shall be  subject  to the
Consolidated Fixed Charge Coverage Ratio.

         For purposes of determining any particular amount of Indebtedness under
this Section 4.12,  guarantees,  Liens or obligations with respect to letters of
credit supporting  Indebtedness  otherwise included in the determination of such
particular amount shall not be included.

         Indebtedness of any Person which is outstanding at the time such Person
becomes a Restricted  Subsidiary or is merged with or into or consolidated  with
the Company or a Restricted  Subsidiary shall be deemed to have been incurred at
the time such Person  becomes a Restricted  Subsidiary or is merged with or into
or consolidated  with the Company or a Restricted  Subsidiary,  and Indebtedness
which is assumed at the time of the  acquisition of any asset shall be deemed to
have been incurred at the time of such acquisition.

         The Company shall not incur any Indebtedness  which by its terms (or by
the terms of any agreement governing such Indebtedness) is subordinated in right
of payment to any other  Indebtedness of the Company unless such Indebtedness is
also by its terms (or by the terms of any agreement governing such Indebtedness)
made  expressly  subordinate  in right  of  payment  to the  Notes  pursuant  to
subordination  provisions that are substantively  identical to the subordination
provisions of such  Indebtedness  (or such agreement) that are most favorable to
the holders of any other Indebtedness of the Company.

         SECTION 4.13.  Limitation on Dividend and
                        Other Payment Restrictions
                        Affecting Subsidiaries.
                        --------------------------

         The  Company  shall  not,  and shall  not  cause or  permit  any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit  to exist or become  effective  any  encumbrance  or  restriction  on the
ability of any Restricted Subsidiary of the Company to (a) pay dividends or make
any other distributions on or in respect of its Capital Stock; (b) make loans or
advances or to pay any  Indebtedness or other  obligation owed to the Company or
any other  Restricted  Subsidiary  of the  Company;  or (c)  transfer any of its

                                      -40-

property  or assets to the  Company or any other  Restricted  Subsidiary  of the
Company;  except for such  encumbrances  or  restrictions  existing  under or by
reason of: (1) applicable law; (2) this Indenture;  (3) any instrument governing
Acquired Indebtedness, which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person,  other than the Person or the
properties or assets of the Person so acquired;  (4) agreements  existing on the
Effective Date to the extent and in the manner such  agreements are in effect on
the Effective Date; (5) any security or pledge agreements, leases or options (or
similar agreements) containing customary restrictions on transfers of the assets
encumbered  thereby  or  leased or  subject  to  option  or on the  transfer  or
subletting  of the  leasehold  interest  represented  thereby to the extent such
agreements, leases or options are not otherwise prohibited under this Indenture;
(6)  restrictions  on cash or other  deposits or net worth and  prohibitions  on
assignment  imposed  by leases  that are  permitted  under this  Indenture;  (7)
customary  provisions in joint venture agreements and other similar  agreements;
(8) the New Credit Facility and any instruments issued pursuant thereto; (9) any
agreement or instrument  governing  Capital Stock of any Person that is acquired
after the  Effective  Date;  (10) Liens  permitted  to be  incurred  pursuant to
Section 4.17;  (11) any  restrictions  on a Managed Care Entity  pursuant to the
applicable  rules or  regulations  of, or  undertakings  made to, any regulatory
entity having  jurisdiction and authority over such Managed Care Entity; or (12)
an  agreement  governing  Indebtedness  incurred to Refinance  the  Indebtedness
issued,  assumed or incurred pursuant to an agreement referred to in clauses (2)
through (11) above;  PROVIDED,  HOWEVER,  that the  provisions  relating to such
encumbrance  or  restriction  contained  in any  such  Indebtedness  are no less
favorable to the Company in any material  respect as  determined by the Board of
Directors of the Company in their  reasonable  and good faith  judgment than the
provisions  relating to such encumbrance or restriction  contained in agreements
referred to in such clauses (2) through (11).

         SECTION 4.13.  Change of Control.
                        -----------------

         (a) Upon the occurrence of a Change of Control,  each Holder shall have
the right to require that the Company purchase all or a portion of such Holder's
Notes pursuant to the offer described below (the "Change of Control Offer"),  at
a purchase price equal to 100% of the principal  amount thereof plus accrued and
unpaid interest, if any, thereon to the date of purchase.

         (b) Within 30 days  following the date upon which the Change of Control
occurred,  the Company  shall send, by first class mail, a notice to each Holder
at such  Holder's last  registered  address,  with a copy to the Trustee,  which
notice shall govern the terms of the Change of Control Offer.  The notice to the
Holders shall contain all  instructions  and materials  necessary to enable such
Holders to tender  Notes  pursuant to the Change of Control  Offer.  Such notice
shall state:

        (i) that the Change of  Control  Offer is being  made  pursuant  to this
    Section 4.14 and that all Notes tendered and not withdrawn shall be accepted
    for payment;

        (ii) the purchase price  (including the amount of accrued  interest) and
    the purchase  date (which shall be no earlier than 30 days nor later than 45
    days from the

                                      -41-

    date such  notice is  mailed,  other  than as may be  required  by law) (the
    "Change of Control Payment Date");

        (iii) that any Note not tendered shall continue to accrue interest;

        (iv) that, unless the Company defaults in making payment  therefor,  any
    Note  accepted  for payment  pursuant  to the Change of Control  Offer shall
    cease to accrue interest after the Change of Control Payment Date;

        (v) that Holders electing to have a Note purchased  pursuant to a Change
    of Control  Offer  shall be required to  surrender  the Note,  with the form
    entitled  "Option of Holder to Elect  Purchase"  on the  reverse of the Note
    completed,  to the Paying Agent at the address specified in the notice prior
    to the close of  business on the third  Business  Day prior to the Change of
    Control Payment Date;

        (vi) that Holders  shall be entitled to withdraw  their  election if the
    Paying Agent  receives,  not later than the second Business Day prior to the
    Change of Control Payment Date, a telegram, telex, facsimile transmission or
    letter  setting forth the name of the Holder,  the  principal  amount of the
    Notes the Holder  delivered for purchase and a statement that such Holder is
    withdrawing his election to have such Notes purchased;

        (vii)  that  Holders  whose  Notes are  purchased  only in part shall be
    issued new Notes in a principal  amount equal to the unpurchased  portion of
    the Notes surrendered;  provided, however, that each Note purchased and each
    new Note  issued  shall be in an  original  principal  amount  of  $1,000 or
    integral multiples thereof; and

        (viii) the  circumstances  and relevant  facts  regarding such Change of
    Control.

         On the Change of Control Payment Date, the Company shall, to the extent
permitted by law, (i) accept for payment all Notes or portions  thereof properly
tendered  pursuant to the Change of Control Offer,  (ii) deposit with the Paying
Agent an amount equal to the aggregate  Change of Control  Payment in respect of
all Notes or portions  thereof so  tendered  and (iii)  deliver,  or cause to be
delivered,  to the Trustee for cancellation the Notes so accepted  together with
an Officers'  Certificate  stating that such Notes or portions thereof have been
tendered to and purchased by the Company.  The Paying Agent shall  promptly mail
to each Holder of Notes the Change of Control  Payment  for such Notes,  and the
Trustee  shall  promptly  authenticate  and deliver to each Holder new  Physical
Notes  equal  in  principal  amount  to any  unpurchased  portion  of the  Notes
surrendered,  if any,  provided  that  each  new  Physical  Note  shall  be in a
principal amount of $1,000 or an integral  multiple  thereof.  The Company shall
notify the Trustee and the Holders of the results of the Change of Control Offer
on or as soon as practicable after the Change of Control Payment Date.

         Neither the Board of Directors of the Company nor the Trustee may waive
the provisions of this Section 4.14 relating to the Company's obligation to make
a Change of Control  Offer or a Holder's  right to  redemption  upon a Change of
Control.

                                      -42-

         The Company shall comply with the  requirements of Rule 14e-1 under the
Exchange Act and any other  securities  laws and  regulations  thereunder to the
extent  such  laws  and  regulations  are  applicable  in  connection  with  the
repurchase of Notes  pursuant to a Change of Control  Offer.  To the extent that
the  provisions  of  any  securities  laws  or  regulations  conflict  with  the
provisions  of this Section 4.14,  the Company shall comply with the  applicable
securities  laws and  regulations and shall not be deemed to have breached their
obligations under the provisions of this Section 4.14 by virtue thereof.

         SECTION 4.15.  Limitation on Asset Sales.
                        -------------------------

         The  Company  shall not,  and shall not  permit  any of its  Restricted
Subsidiaries  to,  consummate  an  Asset  Sale  unless  (i) the  Company  or the
applicable Restricted Subsidiary,  as the case may be, receives consideration at
the time of such  Asset  Sale at least  equal  to the fair  market  value of the
assets  sold or  otherwise  disposed  of (as  determined  in good  faith  by the
Company's Board of Directors),  (ii) at least 75% of the consideration  received
by the Company or the Restricted Subsidiary, as the case may be, from such Asset
Sale shall be in the form of  Qualified  Proceeds  and shall be  received at the
time of such disposition;  and (iii) upon the consummation of an Asset Sale, the
Company shall apply, or cause such Restricted  Subsidiary to apply, the Net Cash
Proceeds  relating  to such Asset Sale  within 360 days of receipt  thereof  (A)
first to prepay  (subject  to waiver by the Lender)  Indebtedness  under the New
Credit  Facility  and (B) then to make  (subject  to waiver by the  Holders of a
majority in aggregate principal amount of the Notes) redemptions of principal on
the Notes by means of a redemption notice as described in Section 3.04.

         In the event of the transfer of substantially  all (but not all) of the
property  and  assets  of the  Company  and its  Restricted  Subsidiaries  as an
entirety to a Person in a transaction  permitted  pursuant to Section 5.01,  the
surviving  entity shall be deemed to have sold the  properties and assets of the
Company and its Restricted  Subsidiaries not so transferred for purposes of this
Section  4.15,  and shall comply with the  provisions  of this Section 4.15 with
respect to such deemed sale as if it were an Asset Sale.  In addition,  the fair
market  value of such  properties  and assets of the  Company or its  Restricted
Subsidiaries  deemed to be sold shall be for cash in an Asset Sale for  purposes
of this Section 4.15.

         SECTION 4.16.   Limitation on Preferred Stock
                         of Restricted Subsidiaries.
                         ---------------------------

         The  Company  shall not permit any of its  Restricted  Subsidiaries  to
issue any  Preferred  Stock  (other  than to the  Company  or to a Wholly  Owned
Restricted  Subsidiary  of the  Company)  or permit any Person  (other  than the
Company or a Wholly  Owned  Restricted  Subsidiary  of the  Company)  to own any
Preferred Stock of any Restricted Subsidiary of the Company.

                                      -43-

         SECTION 4.17.  Limitation on Liens.
                        -------------------

         The  Company  shall  not,  and shall  not  cause or  permit  any of its
Restricted  Subsidiaries to, directly or indirectly,  create,  incur,  assume or
permit or suffer to exist any Liens of any kind  against or upon any property or
assets of the Company or any of its Restricted Subsidiaries whether owned on the
Effective Date or acquired after the Effective Date, or any proceeds  therefrom,
or assign or otherwise  convey any right to receive income or profits  therefrom
unless  (i) in the  case  of  Liens  securing  Indebtedness  that  is  expressly
subordinate or junior in right of payment to the Notes, the Notes are secured by
a Lien on such  property,  assets or proceeds that is senior in priority to such
Liens and (ii) in all other  cases,  the Notes are equally and ratably  secured,
except for (A) Liens  existing as of the Effective Date to the extent and in the
manner  such  Liens are in  effect on the  Effective  Date;  (B) Liens  securing
Indebtedness  and other  obligations  under the New Credit  Facility;  (C) Liens
securing  the  Notes;  (D)  Liens  in  favor of the  Company  or a Wholly  Owned
Restricted  Subsidiary of the Company on assets of any Restricted  Subsidiary of
the Company;  (E) Liens securing  Refinancing  Indebtedness which is incurred to
Refinance any Indebtedness which has been secured by a Lien permitted under this
Indenture and which has been incurred in accordance  with the provisions of this
Indenture;  PROVIDED,  HOWEVER, that such Liens (I) are no less favorable to the
Holders and are not more favorable to the lienholders with respect to such Liens
than the Liens in respect of the  Indebtedness  being Refinanced and (II) do not
extend  to or  cover  any  property  or  assets  of  the  Company  or any of its
Restricted  Subsidiaries  not securing the  Indebtedness so Refinanced;  and (F)
Permitted Liens.

         SECTION 4.18.  INTENTIONALLY OMITTED.

         SECTION 4.19.  DTC and PORTAL Eligibility.
                        ---------------------------

         The Company shall use its reasonable  efforts to cause the Notes,  or a
portion  thereof,  to be registered  for book-entry  with the  Depository  Trust
Company,  its nominee or successors ("DTC") as soon as is practicable but in any
event within 30 days from the Effective Date. The Trustee shall act as custodian
for DTC with respect to the Notes. To the extent that the Notes are eligible for
qualification on the PORTAL MARKET, the Company shall use its reasonable efforts
to cause the Notes to be so qualified.

         SECTION 4.20.  Conduct of Business.
                        -------------------

         The Company  and its  Restricted  Subsidiaries  shall not engage in any
businesses  which  are  not the  same,  similar  or  reasonably  related  to the
businesses in which the Company and its Restricted  Subsidiaries  are engaged on
the Effective Date.

         SECTION 4.21.  Protection of Security; Acknowledgment of Pledge
                        ------------------------------------------------

         (a) The Company shall, from time to time,  execute and deliver all such
supplements   and  amendments   hereto  and  all  such   financing   statements,
continuation statements, instruments of further assurance and other instruments,
and shall take such other action necessary or advisable to:

                                      -44-

        (i)  maintain  or  preserve  the lien  and  security  interest  (and the
    priority  thereof)  of this  Indenture  or carry  out more  effectively  the
    purposes hereof;

        (ii)  perfect,  publish  notice of or protect the  validity of any Grant
    made or to be made by this Indenture; or

        (iii)  preserve and defend title to the Security and the several  rights
    of the Trustee and the Holders in the Security (as their  several  interests
    appear as set in the Granting Clauses) against the claims of all persons and
    parties;

and the Company hereby designates the Trustee its agent and  attorney-in-fact to
execute any  financing  statement,  continuation  statement or other  instrument
required by the Trustee pursuant to this Section 4.21.

         (b) The  Company  shall  not take any  action  and  shall  use its best
efforts  not to permit any action to be taken by others  that would  release any
Person from any of such Person's  material  covenants or  obligations  under any
instrument  or  agreement  included in the  Security or that would result in the
amendment, hypothecation,  subordination, termination or discharge of, or impair
the validity or  effectiveness  of, any such instrument or agreement,  except as
expressly provided in this Indenture or such other instrument or agreement.

         (c)  The  Company  shall  punctually  perform  and  observe  all of its
obligations and agreements  included in the Security,  including but not limited
to filing or causing to be filed all UCC financing  statements and  continuation
statements  required to be filed by the terms of this  Indenture  in  accordance
with and within the time periods provided for herein.

         (d) The Company  shall cause to be furnished  to the Trustee,  promptly
after the  execution  and delivery of this  Indenture,  and  promptly  after the
execution  and  delivery  of any  amendment  hereto or any other  instrument  of
further  assurance,  an Opinion of Counsel  stating that, in the opinion of such
counsel, subject to customary exclusions and exceptions reasonably acceptable to
the Trustee,  either (i) this Indenture has been properly  recorded,  registered
and filed so as to make  effective  the Lien  intended to be created  hereby and
reciting the details of such action, or (ii) no such action is necessary to make
such Lien and assignment effective.

         (e) The  Company  shall cause to be  furnished  to the  Trustee,  on or
before  each  anniversary  of the  execution  of this  Indenture,  an Opinion of
Counsel,  dated as of such date,  stating  that, in the opinion of such counsel,
subject to customary  exclusions  and  exceptions  reasonably  acceptable to the
Trustee,  either  (i) all  such  action  has  been  taken  with  respect  to the
recording,  registering,  filing, re-recording,  re-registering and refilling of
the Indenture, all supplemental indentures,  financing statements,  continuation
statements and all other  instruments  of further  assurance as are necessary to
maintain the Lien of this Indenture and reciting the details of such action,  or
(ii) no such action is necessary to maintain such Lien and assignment effective.

                                      -45-

                                 ARTICLE FIVE

                              SUCCESSOR CORPORATION
                              ---------------------

         SECTION 5.01.  Merger, Consolidation
                        and Sale of Assets.
                        -------------------

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

                                      -46-

    States  so  long  as the  amount  of  Indebtedness  of the  Company  and its
    Restricted Subsidiaries is not increased thereby.

         (b)  For  purposes  of this  Section  5.01,  the  transfer  (by  lease,
assignment, sale or otherwise, in a single transaction or series of transactions
but  excluding  the creation of any Lien  permitted  to be incurred  pursuant to
Section 4.17) of all or substantially  all of the properties or assets of one or
more  Restricted  Subsidiaries  of  the  Company  the  Capital  Stock  of  which
constitutes  all or  substantially  all  of the  properties  and  assets  of the
Company,  shall be deemed to be the transfer of all or substantially  all of the
properties and assets of the Company.

         (c) The creation of a Lien permitted to be incurred pursuant to Section
4.17 shall not constitute a disposition for the purposes of this Section 5.01.

                                      -35-

         SECTION 5.02.  Successor Corporation Substituted.
                        ---------------------------------

         Upon any consolidation, combination or merger or any transfer of all or
substantially  all of the assets of the Company in accordance with Section 5.01,
in which the Company is not the  continuing  corporation,  the successor  Person
formed by such  consolidation  or into  which the  Company is merged or to which
such conveyance,  lease or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
and the Notes with the same effect as if such surviving entity had been named as
such.

                                  ARTICLE SIX

                                    REMEDIES
                                    --------

         SECTION 6.01.  Events of Default.
                        -----------------

         An "Event of Default" means any of the following events:

         (a)  the failure to pay interest on any Notes when the same becomes due
and payable and the default  continues  for a period of 30 days  (whether or not
such payment shall be prohibited by Article Ten of this Indenture);

         (b)  the failure to pay the principal on any Notes, when such principal
becomes due and payable,  at maturity,  upon redemption or otherwise  (including
the failure to make a payment to purchase Notes tendered pursuant to a Change of
Control Offer or the failure to make a mandatory  redemption pursuant to Section
3.06)  (whether or not such payment  shall be  prohibited by Article Ten of this
Indenture);

         (c) a default in the observance or performance of any other covenant or
agreement contained in this Indenture which default continues for a period of 30
days after the Company  receives  written  notice  specifying  the default  (and
demanding  that such default be remedied)  from the Trustee or the Holders of at
least 25% of the outstanding  principal  amount

                                      -47-

of the Notes  (except in the case of a default  with  respect  to Section  5.01,
which shall  constitute  an Event of Default  with such notice  requirement  but
without such passage of time requirement);

         (d)  the  failure  to pay  at  final  maturity  (giving  effect  to any
applicable grace periods and any extensions thereof) the principal amount of any
Indebtedness of the Company or any Restricted  Subsidiary of the Company, or the
acceleration  of the  final  stated  maturity  of any such  Indebtedness  (which
acceleration  is not  rescinded,  annulled or otherwise  cured within 20 days of
receipt  by the  Company  or such  Restricted  Subsidiary  of notice of any such
acceleration) if the aggregate  principal amount of such Indebtedness,  together
with the principal amount of any other such  Indebtedness in default for failure
to pay  principal at final  maturity or which has been  accelerated,  aggregates
$5,000,000 or more at any time;

         (e)  one  or  more  judgments  in an  aggregate  amount  in  excess  of
$5,000,000 shall have been rendered against the Company or any of its Restricted
Subsidiaries  and such judgments remain  undischarged,  unpaid or unstayed for a
period  of  60  days  after  such   judgment  or  judgments   become  final  and
non-appealable;

         (f) the Company or any of its Significant  Subsidiaries  pursuant to or
under or within the meaning of any Bankruptcy Law:

         (i)  commences a voluntary case or proceeding;

         (ii)  consents to the entry of an order  for  relief  against  it in an
    involuntary case or proceeding;

         (iii)  consents to the appointment  of a Custodian  of it or for all or
    substantially all of its property;

         (iv)  makes a general assignment for the benefit of its creditors; or

         (v)  shall generally not pay its debts  when such  debts  become due or
    shall admit in writing its inability to pay its debts generally; or

         (g)  a court of competent jurisdiction  enters an order or decree under
    any Bankruptcy Law that:

         (i)  is for relief  against  the  Company  or  any  of its  Significant
    Subsidiaries in an involuntary case or proceeding,

         (ii)  appoints a Custodian  of the  Company  or any of its  Significant
    Subsidiaries  for all or  substantially  all of their  properties taken as a
    whole, or

         (iii) orders the liquidation  of the Company or any of its  Significant
    Subsidiaries,

and in each case the order or decree remains unstayed and in effect for 60 days.

                                      -48-

         SECTION 6.02.  Acceleration.
                        ------------

         If an Event of Default  (other  than an Event of Default  specified  in
Section 6.01 (f) or (g) relating to the Company)  shall occur and be continuing,
the Trustee or the Holders of at least 25% in  principal  amount of  outstanding
Notes may declare the  principal of and accrued  interest on all the Notes to be
due and payable by notice in writing to the  Company and the Trustee  specifying
the respective  Event of Default and that it is a declaration  of  acceleration,
and the same shall become  immediately  due and payable.  If an Event of Default
specified in Section  6.01 (f) or (g) with respect to the Company  occurs and is
continuing,  then all unpaid principal of and accrued and unpaid interest on all
of the  outstanding  Notes shall ipso facto  become and be  immediately  due and
payable  without any  declaration or other act on the part of the Trustee or any
Holder.

         At any time after a  declaration  of  acceleration  with respect to the
Notes as  described  in the  preceding  paragraph,  the Holders of a majority in
principal  amount of the Notes may rescind and cancel such  declaration  and its
consequences  (a) if the  rescission  would not  conflict  with any  judgment or
decree,  (b) if all existing  Events of Default have been cured or waived except
nonpayment  of principal or interest  that has become due solely  because of the
acceleration, (c) to the extent the payment of such interest is lawful, interest
on overdue installments of interest and overdue principal,  which has become due
otherwise than by such  declaration of  acceleration,  has been paid, (d) if the
Company has paid the Trustee its  reasonable  compensation  and  reimbursed  the
Trustee for its expenses, disbursements and advances and (e) in the event of the
cure or waiver of an Event of Default of the type described in Section 6.01, the
Trustee shall have received an Officers'  Certificate  and an Opinion of Counsel
that such Event of Default has been cured or waived.  No such  rescission  shall
affect any subsequent Default or impair any right consequent thereto.

         SECTION 6.03.  Other Remedies.
                        --------------

         (a) If an Event of Default  occurs and is  continuing,  the Trustee may
pursue any  available  remedy by  proceeding  at law or in equity to collect the
payment  of  the  principal  of or  interest  on the  Notes  or to  enforce  the
performance of any provision of the Notes or this Indenture.

         (b) All rights of action and claims  under this  Indenture or the Notes
may be enforced  by the Trustee  even if it does not possess any of the Notes or
does not  produce  any of them in the  proceeding.  A delay or  omission  by the
Trustee or any Holder in exercising  any right or remedy  accruing upon an Event
of Default  shall not impair  the right or remedy or  constitute  a waiver of or
acquiescence  in the  Event of  Default.  No remedy  is  exclusive  of any other
remedy. All available remedies are cumulative to the extent permitted by law.

         SECTION 6.04.  Waiver of Past Defaults.
                        -----------------------

         Prior to the  acceleration  of the Notes,  the Holders of a majority in
aggregate  principal  amount  of the  Notes  then  outstanding  by notice to the
Trustee  may,  on behalf of the  Holders  of all the Notes,  waive any  existing
Default or Event of Default and its consequences

                                      -49-

under this Indenture,  except a Default or Event of Default specified in Section
6.01(a) or (b) or in respect of any provision hereof which cannot be modified or
amended without the consent of the Holder so affected  pursuant to Section 9.02.
When a Default or Event of Default  is so waived,  it shall be deemed  cured and
shall cease to exist. This Section 6.04 shall be in lieu of  Section316(a)(1)(B)
of the TIA and such  Section316(a)(1)(B) of the TIA is hereby expressly excluded
from this Indenture and the Notes, as permitted by the TIA.

         SECTION 6.05.  Control by Majority.
                        -------------------

         Holders of the Notes may not enforce this Indenture or the Notes except
as provided in this  Article Six and under the TIA. The Holders of a majority in
aggregate  principal  amount  of the then  outstanding  Notes  have the right to
direct the time,  method and place of conducting  any  proceeding for any remedy
available  to the  Trustee or  exercising  any trust or power  conferred  on the
Trustee, provided,  however, that the Trustee may refuse to follow any direction
(a) that conflicts with any rule of law or this Indenture, (b) that the Trustee,
in its sole  discretion,  determines may be unduly  prejudicial to the rights of
another  Holder  (it being  understood  that the  Trustee  shall have no duty to
ascertain whether or not such actions or forbearances  are unduly prejudicial to
such  Holders),  or (c) that may expose the  Trustee to personal  liability  for
which adequate  indemnity  provided to the Trustee against such liability is not
reasonably assured to it; provided,  further, however, that the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with such
direction   or  this   Indenture.   This  Section  6.05  shall  be  in  lieu  of
Section316(a)(1)(A)  of the  TIA,  and  such  Section316(a)(1)(A)  of the TIA is
hereby expressly excluded from this Indenture and the Notes, as permitted by the
TIA.

         SECTION 6.06.  Limitation on Suits.
                        -------------------

         No Holder of any Notes shall have any right to institute any proceeding
with respect to this Indenture or the Notes or any remedy hereunder,  unless the
Holders of at least 25% in aggregate  principal amount of the outstanding  Notes
have made written request, and offered reasonable  indemnity,  to the Trustee to
institute  such  proceeding as Trustee under the Notes and this  Indenture,  the
Trustee has failed to institute such proceeding  within 30 days after receipt of
such notice, request and offer of indemnity and the Trustee,  within such 30-day
period,  has not received  directions  inconsistent with such written request by
Holders of a majority in aggregate principal amount of the outstanding Notes.

         The  foregoing  limitations  shall not apply to a suit  instituted by a
Holder of a Note for the  enforcement  of the  payment  of the  principal  of or
interest on such Note on or after the respective due dates expressed or provided
for in such Note.

         A Holder  may not use this  Indenture  to  prejudice  the rights of any
other Holders or to obtain priority or preference over such other Holders.

                                      -50-

         SECTION 6.07.  Right of Holders To Receive Payment.
                        -----------------------------------

         Notwithstanding any other provision in this Indenture, the right of any
Holder of a Note to receive  payment of the  principal  of and  interest on such
Note,  on or after the  respective  due dates  expressed or provided for in such
Note, or to bring suit for the  enforcement  of any such payment on or after the
respective due dates, is absolute and unconditional and shall not be impaired or
affected without the consent of the Holder.

         SECTION 6.08.  Collection Suit by Trustee.
                        --------------------------

         If an Event of Default  specified  in  paragraph  (a) or (b) of Section
6.01 occurs and is continuing,  the Trustee may recover judgment in its own name
and as trustee of an express trust against the Company,  or any other obligor on
the  Notes  for the  whole  amount  of the  principal  of and  accrued  interest
remaining  unpaid,  together with interest on overdue  principal and interest on
overdue installments of interest, to the extent lawful, in each case at the rate
per  annum  provided  for by the  Notes  and  such  further  amount  as shall be
sufficient  to cover  the  costs  and  expenses  of  collection,  including  the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its agents and  counsel and any other  amounts  due the Trustee  pursuant to the
provisions of Section 7.07.

         SECTION 6.09.  Trustee May File Proofs of Claim.
                        --------------------------------

         The Trustee may file such proofs of claim and other papers or documents
as may be  necessary  or  advisable  in order to have the claims of the  Trustee
(including any claim for the reasonable  compensation,  expenses,  disbursements
and advances of the Trustee, its agents,  counsel,  accountants and experts) and
the Holders allowed in any judicial  proceedings relative to the Company (or any
other  obligor  upon the Notes),  its  creditors  or its  property  and shall be
entitled  and  empowered  to collect and  receive  any monies or other  property
payable or  deliverable  on any such claims and to distribute  the same, and any
Custodian in any such judicial  proceedings is hereby  authorized by each Holder
to make such  payments to the Trustee  and, in the event that the Trustee  shall
consent to the making of such  payments  directly to the Holders,  to pay to the
Trustee  any  amount  due  to it  for  the  reasonable  compensation,  expenses,
disbursements and advances of the Trustee,  its agent and counsel, and any other
amounts due the Trustee under Section 7.07.  Nothing herein  contained  shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any  Holder any plan of  reorganization,  arrangement,  adjustment  or
composition  affecting  the Notes or the  rights of any  Holder  thereof,  or to
authorize  the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

         SECTION 6.10.  Priorities.
                        ----------

         If the Trustee collects any money pursuant to this Article Six it shall
pay out such money in the following order:

                                      -51-

         First:  to the Trustee, its agents and  attorneys for amounts due under
    Section 7.07, including payment of all compensation, expense and liabilities
    incurred, and all advances made, by the Trustee and the cost and expenses of
    collection;

         Second:  to Holders for interest accrued on the Notes, ratably, without
    preference or priority of any kind, according to the amounts due and payable
    on the Notes for interest;

         Third:  to Holders for the  principal  amounts  owing  under the Notes,
    ratably,  without  preference  or  priority  of any kind,  according  to the
    amounts due and payable on the Notes for the principal; and

         Fourth:  the balance, if any, to the Company.

         The Trustee, upon prior written notice to the Company, may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.10.

         SECTION 6.11.  Undertaking for Costs.
                        ---------------------

         In any suit for the  enforcement  of any  right or  remedy  under  this
Indenture  or in any suit against the Trustee for any action taken or omitted by
it as  Trustee,  a court may in its  discretion  require the filing by any party
litigant  in the suit of an  undertaking  to pay the costs of the suit,  and the
court in its  discretion  may  assess  reasonable  costs,  including  reasonable
attorneys'  fees,  against any party litigant in the suit,  having due regard to
the merits and good faith of the claims or defenses made by the party  litigant.
This  Section  6.11  does not  apply to any suit by the  Trustee,  any suit by a
Holder  pursuant to Section  6.07, or a suit by a Holder or Holders of more than
10% in aggregate principal amount of the outstanding Notes.

                                 ARTICLE SEVEN

                                     TRUSTEE
                                     -------

         SECTION 7.01.  Duties of Trustee.
                        -----------------

         (a) If an Event of Default has occurred and is continuing,  the Trustee
shall  exercise such of the rights and powers vested in it by this Indenture and
use the same  degree  of care and  skill in its  exercise  thereof  as a prudent
person would exercise or use under the  circumstances  in the conduct of his own
affairs.

         (b) Except during the continuance of an Event of Default:

         (1) The Trustee need perform only those duties as are  specifically set
         forth  in this  Indenture  and no  covenants  or  obligations  shall be
         implied in this Indenture that are adverse to the Trustee.

                                      -52-

         (2)  The  Trustee  may  conclusively  rely,  as to  the  truth  of  the
         statements and the correctness of the opinions expressed therein,  upon
         certificates or opinions furnished to the Trustee and conforming to the
         requirements  of this  Indenture.  However,  in the  case  of any  such
         certificates or opinions that by any provision  hereof are specifically
         required to be furnished to the Trustee,  the Trustee shall examine the
         certificates  and opinions to determine  whether or not they conform to
         the  requirements of this  Indenture,  but need not verify the contents
         thereof.

         (c)  Notwithstanding  anything to the contrary  herein  contained,  the
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

         (1)  This paragraph does not limit the effect of paragraph  (b) of this
         Section 7.01.

         (2)  The Trustee shall not be liable for any error of judgment  made in
         good faith by a Trust Officer, unless it is proved that the Trustee was
         negligent in ascertaining the pertinent facts.

         (3) The Trustee shall not be liable with respect to any action it takes
         or omits to take in good faith in accordance with a direction  received
         by it pursuant to Section 6.02, 6.04 or 6.05.

         (d) No provision of this Indenture  shall require the Trustee to expend
or risk  its own  funds  or  otherwise  incur  any  financial  liability  in the
performance  of any of its duties  hereunder  or in the  exercise  of any of its
rights  or  powers  if it shall  have  reasonable  grounds  for  believing  that
repayment of such funds or adequate  indemnity against such risk or liability is
not reasonably assured to it.

         (e) Every  provision of this  Indenture  that in any way relates to the
Trustee is subject to  paragraphs  (a),  (b),  (c), (d), and (f) of this Section
7.01 and Section 7.02.

         (f) The Trustee shall not be liable for interest on any money or assets
received  by it except as the  Trustee  may agree in writing  with the  Company.
Assets held in trust by the Trustee  need not be  segregated  from other  assets
except to the extent required by law.

         SECTION 7.02.  Rights of Trustee.
                        -----------------

         Subject to Section 7.01:

                  (a) The  Trustee  may rely and  shall  be fully  protected  in
         acting or refraining from acting upon any document believed by it to be
         genuine and to have been signed or presented by the proper Person.  The
         Trustee need not investigate any fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains  from  acting,  it may
         consult  with  counsel of its  selection  and may require an  Officers'
         Certificate  or an Opinion of Counsel,

                                      -53-

        which shall conform to Sections  11.04 and 11.05.  The Trustee shall not
        be  liable  for any  action  it takes or omits to take in good  faith in
        reliance  on such  Officers'  Certificate  or  Opinion of  Counsel.  The
        Trustee may consult with counsel and the written  advice of such counsel
        or any Opinion of Counsel shall be full and complete  authorization  and
        protection  from  liability in respect to any action taken,  suffered or
        omitted by it hereunder in good faith and in reliance thereon.

                  (c) The Trustee may act through its  attorneys  and agents and
         shall not be responsible  for the misconduct or negligence of any agent
         appointed with due care.

                  (d) The  Trustee  shall not be liable for any  action  that it
         takes or omits to take in good faith which it reasonably believes to be
         authorized or within its rights or powers.

                  (e) The Trustee  shall not be bound to make any  investigation
         into the  facts  or  matters  stated  in any  resolution,  certificate,
         statement,  instrument,  opinion, notice, request, direction,  consent,
         order, bond, debenture, or other paper or document, but the Trustee, in
         its  discretion,  may make such further inquiry or  investigation  into
         such facts or  matters as it may see fit,  and,  if the  Trustee  shall
         determine to make such further  inquiry or  investigation,  it shall be
         entitled,  upon reasonable notice to the Company, to examine the books,
         records,  and  premises  of the  Company,  personally  or by  agent  or
         attorney and to consult with the  officers and  representatives  of the
         Company, including the Company's accountants and attorneys.

                  (f) The Trustee  shall be under no  obligation to exercise any
         of its rights or powers vested in it by this  Indenture at the request,
         order or direction of any of the Holders  pursuant to the provisions of
         this  Indenture,  unless  such  Holders  have  offered  to the  Trustee
         reasonable  indemnity  satisfactory  to the Trustee  against the costs,
         expenses and liabilities which may be incurred by it in compliance with
         such request, order or direction.

                  (g) The  Trustee  shall  not be  required  to give any bond or
         surety  in  respect  of  the  performance  of  its  powers  and  duties
         hereunder.

                  (h)  Delivery of reports,  information  and  documents  to the
         Trustee under Section 4.08 is for  informational  purposes only and the
         Trustee's  receipt of the foregoing  shall not constitute  constructive
         notice  of any  information  contained  therein  or  determinable  from
         information contained therein,  including the Company's compliance with
         any of their  covenants  hereunder (as to which the Trustee is entitled
         to rely exclusively on Officers' Certificates).

         SECTION 7.03.  Individual Rights of Trustee.
                        ----------------------------

         The  Trustee in its  individual  or any other  capacity  may become the
owner or pledgee of Notes and may otherwise deal with the Company, or any of its
Subsidiaries,  or their

                                      -54-

respective Affiliates with the same rights it would have if it were not Trustee.
Any Agent may do the same with like  rights.  However,  the Trustee  must comply
with Sections 7.10 and 7.11.

         SECTION 7.04.  Trustee's Disclaimer.
                        --------------------

         The Trustee makes no  representation  as to the validity or adequacy of
this Indenture or the Notes,  and it shall not be accountable  for the Company's
use of the proceeds from the Notes,  it shall not be responsible  for the use or
application  of any money  received by any Paying  Agent other than the Trustee,
and it  shall  not be  responsible  for any  statement  of the  Company  in this
Indenture or the Notes other than the Trustee's certificate of authentication.

         SECTION 7.05.  Notice of Default.
                        -----------------

         If a Default or an Event of Default  occurs and is continuing and if it
is known to a Trust Officer, the Trustee shall mail to each Holder notice of the
uncured  Default or Event of Default  within 90 days after  obtaining  knowledge
thereof.  Except in the case of a Default  or an Event of  Default in payment of
principal  of, or interest on, any Note,  including an  accelerated  payment,  a
Default in payment on the Change of Control Payment Date pursuant to a Change of
Control Offer and a Default in compliance with Article Five hereof,  the Trustee
may withhold the notice if and so long as its Board of Directors,  the executive
committee of its Board of Directors or a committee of its directors and/or Trust
Officers in good faith determines that withholding the notice is in the interest
of the Holders.  The foregoing sentence of this Section 7.05 shall be in lieu of
the proviso to Section  315(b) of the TIA and such proviso to Section  315(b) of
the TIA is hereby  expressly  excluded  from this  Indenture  and the Notes,  as
permitted by the TIA.

         SECTION 7.06.  Reports by Trustee to Holders.
                        -----------------------------

         Within 60 days  after  May 15 of each year  beginning  with  2002,  the
Trustee  shall,  to the extent that any of the events  described  in TIA Section
313(a) occurred within the previous  twelve months,  but not otherwise,  mail to
each Holder a brief report dated as of such date that  complies with TIA Section
313(a). The Trustee also shall comply with TIA Sections 313(b), (c) and (d).

         A copy of each  report at the time of its  mailing to Holders  shall be
mailed to the Company and filed with the Commission and each stock exchange,  if
any, on which the Notes are listed.

         The  Company  shall  promptly  notify the  Trustee if the Notes  become
listed  on  any  stock   exchange   and  the  Trustee   shall  comply  with  TIA
Section 313(d).

                                      -55-

         SECTION 7.07.  Compensation and Indemnity.
                        --------------------------

         The  Company   shall  pay  to  the  Trustee  from  time  to  time  such
compensation  for its  services as has been  agreed to in writing  signed by the
Company and the Trustee. The Trustee's  compensation shall not be limited by any
law on  compensation  of a  trustee  of an  express  trust.  The  Company  shall
reimburse  the Trustee upon request for all  reasonable  out-of-pocket  expenses
incurred or made by it in connection  with the  performance  of its duties under
this Indenture.  Such expenses shall include the reasonable fees and expenses of
the Trustee's agents, counsel, accountants and experts.

         The Company  shall  indemnify  each of the Trustee (or any  predecessor
Trustee) and its agents, employees,  stockholders,  Affiliates and directors and
officers for, and hold them each harmless against, any and all loss,  liability,
damage,  claim or expense  (including  reasonable fees and expenses of counsel),
including  taxes (other than taxes based on the income of the Trustee)  incurred
by them  except  for such  actions  to the extent  caused by any  negligence  or
willful  misconduct  on their  part,  arising out of or in  connection  with the
acceptance or  administration  of this trust including the reasonable  costs and
expenses of defending  themselves  against any claim or liability in  connection
with the  exercise  or  performance  of any of their  rights,  powers  or duties
hereunder.  The Trustee shall notify the Company  promptly of any claim asserted
against the Trustee for which it may seek  indemnity.  Failure by the Trustee to
so notify the Company shall not relieve the Company of its Obligations hereunder
except to the extent such failure shall have prejudiced the Company. The Company
shall have the right upon written notice to the Trustee,  to assume,  at its own
expense,  the  defense  of such  claim,  including  the  employment  of  counsel
reasonably satisfactory to the Trustee;  PROVIDED,  HOWEVER, that any settlement
of a claim shall be approved in writing by the Trustee if such settlement  would
result in an admission of liability by the Trustee or if such  settlement  would
not be  accompanied  by a full release of the Trustee for all liability  arising
out of the events giving rise to such claim.  If, however,  the Company declines
or fails to assume the defense,  or to employee counsel reasonably  satisfactory
to the Trustee,  in either case in a timely manner,  then the Trustee may employ
separate  counsel of its own choosing and the Company  shall pay the  reasonable
fees and expenses of such counsel.

         To secure the Company's  payment  obligations in this Section 7.07, the
Trustee  shall  have a lien  prior to the Notes on all  assets or money  held or
collected by the Trustee,  in its capacity as Trustee.  The  obligations  of the
Company under this Section shall not be  subordinated  to the payment of amounts
due under the New Credit Facility pursuant to Article Ten except assets or money
held in trust to pay principal of or interest on particular Notes.

         When the Trustee incurs expenses or renders  services after an Event of
Default  specified  in Section  6.01 (f) or (g) occurs,  such  expenses  and the
compensation   for  such  services  are  intended  to  constitute   expenses  of
administration under any Bankruptcy Law.

         The  provisions of this Section 7.07 shall survive the  termination  of
this Indenture.

                                      -56-

         SECTION 7.08.  Replacement of Trustee.
                        ----------------------

         The Trustee may resign at any time by so  notifying  the  Company.  The
Holders of a majority in principal  amount of the  outstanding  Notes may remove
the Trustee and appoint a successor  Trustee with the Company's  consent,  by so
notifying the Company and the Trustee. The Company may remove the Trustee if:

         (1) the Trustee fails to comply with Section 7.10;

         (2) the Trustee is adjudged bankrupt or insolvent;

         (3) a receiver or other public  officer  takes charge of the Trustee or
         its property; or

         (4) the Trustee becomes  incapable of performing its obligations  under
         this Indenture.

         If the  Trustee  resigns or is  removed  or if a vacancy  exists in the
office of Trustee for any reason,  the Company  shall notify each Holder of such
event and shall promptly appoint a successor Trustee.  Within one year after the
successor Trustee takes office, the Holders of a majority in aggregate principal
amount of the outstanding  Notes may appoint a successor  Trustee to replace the
successor Trustee appointed by the Company.

         A  successor  Trustee  shall  deliver  a  written   acceptance  of  its
appointment to the retiring Trustee and to the Company.  Immediately after that,
the retiring  Trustee  shall  transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, the resignation
or removal of the retiring  Trustee  shall become  effective,  and the successor
Trustee  shall have all the rights,  powers and duties of the Trustee under this
Indenture. The Company shall mail notice of such successor Trustee's appointment
to each Holder.

         If a successor  Trustee  does not take office  within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in aggregate  principal amount of the outstanding  Notes
may  petition  any court of  competent  jurisdiction  for the  appointment  of a
successor Trustee.

         If the  Trustee  fails to comply  with  Section  7.10,  any  Holder may
petition any court of competent  jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

         Notwithstanding  any resignation or replacement of the Trustee pursuant
to this  Section  7.08,  the  Company's  obligations  under  Section  7.07 shall
continue for the benefit of the retiring Trustee.

                                      -57-

         SECTION 7.09.  Successor Trustee by Merger, Etc.
                        ---------------------------------

         If the Trustee consolidates with, merges or converts into, or transfers
all  or   substantially   all  of  its  corporate  trust  business  to,  another
corporation,  the  resulting,  surviving or transferee  corporation  without any
further act shall,  if such  resulting,  surviving or transferee  corporation is
otherwise eligible hereunder, be the successor Trustee; provided,  however, that
such  corporation  shall be otherwise  qualified and eligible under this Article
Seven.

         SECTION 7.10.  Eligibility; Disqualification.
                        -----------------------------

         This   Indenture   shall  always  have  a  Trustee  who  satisfies  the
requirement of TIA Sections 310(a)(1), (2) and (5). The Trustee (or, in the case
of a Trustee that is a subsidiary of another bank or a corporation included in a
bank holding  company  system,  the related bank or bank holding  company) shall
have a combined capital and surplus of at least $100,000,000 as set forth in its
most  recent  published  annual  report  of  condition,  and have (or one of its
Affiliates  shall have) a  corporate  trust  office in the City of New York.  In
addition,  if the  Trustee  is a  subsidiary  of another  bank or a  corporation
included in a bank holding company system,  the Trustee,  independently  of such
bank or bank holding company, shall meet the capital requirements of TIA Section
310(a)(2). The Trustee shall comply with TIA Section 310(b); PROVIDED,  HOWEVER,
that there shall be excluded  from the  operation of TIA Section  310(b)(1)  any
indenture  or  indentures  under  which other  securities,  or  certificates  of
interest or participation in other  securities,  of the Company are outstanding,
if the  requirements  for such exclusion set forth in TIA Section  310(b)(1) are
met. The provisions of TIA Section 310 shall apply to the Company, as obligor of
the Notes.

         SECTION 7.11.  Preferential Collection of
                        Claims Against Company.
                        -----------------------

         The  Trustee  shall  comply  with TIA  Section  311(a),  excluding  any
creditor  relationship  listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section  311(a) to the extent  indicated
therein.

                                 ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE
                       ----------------------------------

         SECTION 8.01.  Termination of Company's Obligations.
                        ------------------------------------

         This  Indenture  shall be  discharged  and shall cease to be of further
effect (except as to surviving rights or registration of transfer or exchange of
the Notes,  as expressly  provided for in this  Indenture) as to all outstanding
Notes when (a) either (i) all Notes,  theretofore  authenticated  and  delivered
(except  lost,  stolen or destroyed  Notes which have been  replaced or paid and
Notes for  whose  payment  money  has  theretofore  been  deposited  in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or  discharged  from  such  trust)  have  been  delivered  to  the  Trustee  for
cancellation  or (ii) all Notes

                                      -58-

not theretofore  delivered to the Trustee for  cancellation  have become due and
payable and the Company has irrevocably deposited or caused to be deposited with
the  Trustee  funds in an amount  sufficient  to pay and  discharge  the  entire
Indebtedness  on  the  Notes  not  theretofore  delivered  to  the  Trustee  for
cancellation,  for principal of and interest on the Notes to the date of deposit
together with irrevocable instructions from the Company directing the Trustee to
apply such funds to the payment  thereof at maturity or redemption,  as the case
may be;  PROVIDED that from and after the time of deposit,  the money  deposited
shall not be subject to the rights of the Lender  pursuant to the  provisions of
Article  Ten;  (b) the  Company  has paid all  other  sums  payable  under  this
Indenture  by the Company;  and (c) the Company has  delivered to the Trustee an
Officers'  Certificate  and an Opinion of Counsel  stating  that all  conditions
precedent  under this Indenture  relating to the  satisfaction  and discharge of
this Indenture have been complied with; PROVIDED, HOWEVER, that such counsel may
rely, as to matters of fact, on an Officers' Certificate of the Company.

         The  Company  may,  at its  option  and at any time,  elect to have its
obligations   discharged   with  respect  to  the   outstanding   Notes  ("Legal
Defeasance").  Such Legal  Defeasance  means that the Company shall be deemed to
have paid and discharged the entire indebtedness  represented by the outstanding
Notes and Holders and any amounts deposited under this Section 8.01, shall cease
to be subject to any  obligations to, or the rights of, the Lender under Article
Ten once such  deposit  has been  made,  except for (a) the rights of Holders to
receive  payments in respect of the  principal of and interest on the Notes when
such payments are due, (b) the Company's  obligations  with respect to the Notes
concerning issuing temporary Notes, registration of Notes, mutilated, destroyed,
lost or stolen Notes and the  maintenance  of an office or agency for  payments,
(c) the rights,  powers,  trust,  duties and  immunities  of the Trustee and the
Company's  obligations  in  connection  therewith  and (d) the Legal  Defeasance
provisions of this Section 8.01. In addition, the Company may, at its option and
at any time,  elect to have the obligations of the Company released with respect
to covenants  contained in Sections 4.04,  4.05,  4.08 and 4.10 through 4.20 and
Article Five ("Covenant Defeasance") and Holders and any amounts deposited under
this  Section  8.01,  shall  cease to be subject to any  obligations  to, or the
rights of, the Lender  under  Article Ten once such  deposit has been made,  and
thereafter any omission to comply with such  obligations  shall not constitute a
Default or Event of Default with respect to the Notes.  In the event of Covenant
Defeasance,  those events  described  under  Section  6.01 (except  those events
described in Section  6.01(a),  (b), (f) and (g)) shall no longer  constitute an
Event of Default with respect to the Notes.

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (a) the Company must irrevocably  deposit with the Trustee, in
         trust,  for the benefit of the Holders cash in United  States  dollars,
         non-callable U.S. Government Obligations,  or a combination thereof, in
         such  amounts as shall be  sufficient,  in the opinion of a  nationally
         recognized firm of independent public accountants, to pay the principal
         of and interest on the Notes on the stated date for payment  thereof or
         on the applicable Redemption Date, as the case may be;

                                      -59-

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

                  (c) in the case of Covenant Defeasance, the Company shall have
         delivered  to the  Trustee an  Opinion of Counsel in the United  States
         reasonably  acceptable  to the  Trustee  (which  may be  counsel to the
         Company)  confirming that the Holders shall not recognize income,  gain
         or loss for federal  income tax  purposes as a result of such  Covenant

                                      -45-

         Defeasance  and shall be  subject  to  federal  income  tax on the same
         amounts,  in the same  manner  and at the same times as would have been
         the case if such Covenant Defeasance had not occurred;

                  (d) no Default or Event of Default  shall have occurred and be
         continuing  on the date of such deposit  (other than a Default or Event
         of Default with respect to the Indenture  resulting from the incurrence
         of Indebtedness,  all or a portion of which will be used to defease the
         Notes  concurrently  with  such  incurrence)  or  insofar  as Events of
         Default  under  Section 6.01 (f) or (g) from  bankruptcy  or insolvency
         events are concerned,  at any time in the period ending on the 91st day
         after the date of deposit;

                  (e) such Legal  Defeasance  or Covenant  Defeasance  shall not
         result in a breach or violation  of, or constitute a default under this
         Indenture or any other  material  agreement or  instrument to which the
         Company or any of its  Subsidiaries  is a party or by which the Company
         or any of its Subsidiaries is bound;

                  (f)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate  stating  that the  deposit  was not made by the
         Company  with the  intent  of  preferring  the  Holders  over any other
         creditors  of the Company or with the intent of  defeating,  hindering,
         delaying or defrauding any other creditors of the Company or others;

                  (g)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions  precedent  provided for or relating to the Legal Defeasance
         or the  Covenant  Defeasance,  as the case may be,  have been  complied
         with; and

                                      -60-

                  (h) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that after the 91st day following the deposit,
         the trust  funds  shall not be subject to the effect of any  applicable
         bankruptcy,  insolvency,   reorganization  or  similar  laws  affecting
         creditors' rights generally.

         Notwithstanding  the  foregoing,  the  Opinion of Counsel  required  by
clause (b) with  respect to Legal  Defeasance  need not be  delivered if all the
Notes not theretofore  delivered to the Trustee for cancellation (i) have become
due and payable,  (ii) shall become due and payable on the maturity  date within
one year or  (iii)  are to be  called  for  redemption  within  one  year  under
arrangements  satisfactory to the Trustee for the giving of notice of redemption
by such Trustee in the name, and at the expense, of the Company.

         SECTION 8.02.  Application of Trust Money.
                        --------------------------

         The Trustee or Paying  Agent shall hold in trust U.S.  Legal  Tender or
U.S.  Government  Obligations  deposited  with it pursuant to Section 8.01,  and
shall apply the deposited U.S.  Legal Tender and the money from U.S.  Government
Obligations in accordance with this Indenture to the payment of the principal of
and interest on the Notes.  The Trustee  shall be under no  obligation to invest
said U.S. Legal Tender or U.S. Government  Obligations except that, upon request
of the  Company,  the  Trustee  shall  invest  said  U.S.  Legal  Tender in U.S.
Government Obligations.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Legal Tender or U.S.  Government
Obligations  deposited  pursuant to Section 8.01 or the  principal  and interest
received in respect  thereof  other than any such tax, fee or other charge which
by law is for the account of the Holders of outstanding Notes.

         SECTION 8.03.  Repayment to the Company.
                        ------------------------

         Subject to Sections  7.07 and 8.01,  the  Trustee and the Paying  Agent
shall  promptly pay to the Company upon request any excess U.S.  Legal Tender or
U.S.  Government  Obligations  held by them at any time and  thereupon  shall be
relieved  from all  liability  with  respect to such money.  The Trustee and the
Paying  Agent shall pay to the Company  upon  request any money held by them for
the payment of principal or interest  that remains  unclaimed for one year after
the due date for payment of such principal or interest;  provided, however, that
the Company  shall,  if  requested by the Trustee or Paying  Agent,  give to the
Trustee or Paying Agent,  indemnification  reasonably satisfactory to it against
any and all  liability  which may be  incurred  by it by reason of such  paying;
provided,  further, that the Trustee or such Paying Agent, before being required
to make any  payment,  may at the expense of the Company  cause to be  published
once in a newspaper  of general  circulation  in the City of New York or mail to
each Holder entitled to such money notice that such money remains  unclaimed and
that after a date  specified  therein  which  shall be at least 30 days from the
date of such  publication  or mailing any  unclaimed  balance of such money then
remaining shall be repaid to the Company. After payment to the Company,  Holders
entitled to such money must look to the

                                      -61-

Company for payment as general  creditors  unless an applicable  law  designates
another  Person,  and all  liability  of the Trustee and such Paying  Agent with
respect to such money shall cease.

         SECTION 8.04.  Reinstatement.
                        -------------

         If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender
or U.S. Government  Obligations in accordance with Section 8.01 by reason of any
legal  proceeding  or by  reason  of any  order  or  judgment  of any  court  or
governmental  authority  enjoining,  restraining or otherwise  prohibiting  such
application,  the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred  pursuant to Section
8.01 until such time as the Trustee or Paying  Agent is  permitted  to apply all
such U.S. Legal Tender or U.S. Government Obligations in accordance with Section
8.01; provided, however, that if the Company has made any payment of interest on
or principal of any Notes because of the  reinstatement of its obligations,  the
Company  shall be  subrogated  to the  rights of the  Holders  of such  Notes to
receive such payment from the U.S. Legal Tender or U.S.  Government  Obligations
held by the Trustee or Paying Agent.

         SECTION 8.05.  Release of Security.
                        -------------------

         The Trustee may and, when required by the provisions of this Indenture,
shall execute  instruments to release  property from the lien of this Indenture,
or  convey  the  Trustee's   interest  in  the  same,  in  a  manner  and  under
circumstances  that are  consistent  with the provisions of this  Indenture.  No
party  relying  upon an  instrument  executed by the Trustee as provided in this
Article Eight shall be bound to ascertain the Trustee's authority,  inquire into
the  satisfaction  of any conditions  precedent or see to the application of any
moneys.

         SECTION 8.06.  Acknowledgment of Discharge
                        by Trustee.
                        ---------------------------

         After (i) the conditions of Section 8.01 have been satisfied,  (ii) the
Company has paid or caused to be paid all other sums  payable  hereunder  by the
Company  and (iii)  the  Company  has  delivered  to the  Trustee  an  Officers'
Certificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions
precedent  referred  to in clause (i) above  relating  to the  satisfaction  and
discharge of this  Indenture  have been complied  with, the Trustee upon request
shall  acknowledge in writing the discharge of the Company's  obligations  under
this Indenture except for those surviving  obligations specified in Section 8.01
and release the Security in  accordance  with Section  8.05,  PROVIDED the legal
counsel delivering such Opinion of Counsel may rely as to matters of fact on one
or more Officers' Certificates of the Company.

                                      -62-

                                  ARTICLE NINE

                          MODIFICATION OF THE INDENTURE
                          -----------------------------

         SECTION 8.07.  Without Consent of Holders.
                        --------------------------

         Subject to the  provisions of Section 9.02, the Company and the Trustee
may amend,  waive or supplement  this Indenture  without notice to or consent of
any Holder:  (a) to cure any ambiguity,  defect or inconsistency;  (b) to comply
with Section 5.01 of this Indenture;  (c) to provide for uncertificated Notes in
addition  to  certificated  Notes;  (d) to comply with any  requirements  of the
Commission in order to effect or maintain the  qualification  of this  Indenture
under the TIA;  or (e) to make any change  that  would  provide  any  additional
benefit or rights to the Holders or that does not adversely affect the rights of
any Holder.  Notwithstanding the foregoing,  the Trustee and the Company may not
make any change pursuant to this Section 9.01 that adversely  affects the rights
of any Holder  under this  Indenture  without  the  consent of such  Holder.  In
formulating its determination on such matters,  the Trustee shall be entitled to
rely on such evidence as it deems appropriate,  including,  without  limitation,
solely on an  Opinion of Counsel  (which  may be counsel to the  Company)  or an
Officers' Certificate, and may not be held liable therefor.

         Upon the  request  of the  Company  accompanied  by a Board  Resolution
authorizing  the execution of any such amended or  supplemental  Indenture,  and
upon  receipt by the Trustee of the  documents  described in Section  9.06,  the
Trustee  shall  join  with  the  Company  in the  execution  of any  amended  or
supplemental  Indenture  authorized or permitted by the terms of this  Indenture
and to make any further  appropriate  agreements and  stipulations  which may be
therein contained,  but the Trustee may but shall not be obligated to enter into
such amended or supplemental  Indenture which affects its own rights,  duties or
immunities under this Indenture or otherwise.

         SECTION 9.02.  With Consent of Holders.
                        -----------------------

         The Company and the Trustee may amend or supplement  this  Indenture or
the Notes or any amended or  supplemental  Indenture with the written consent of
the Holders of Notes of not less than a majority in aggregate  principal  amount
of the Notes then outstanding.

         Upon the  request  of the  Company  accompanied  by a Board  Resolution
authorizing  the execution of any such amended or  supplemental  Indenture,  and
upon the filing with the Trustee of evidence  satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Section 9.06, the Trustee shall join with the Company
in the execution of such amended or supplemental  Indenture  unless such amended
or supplemental Indenture affects the Trustee's own rights, duties or immunities
under this  Indenture  or  otherwise,  in which case the Trustee may in its sole
discretion,  but  shall  not  be  obligated  to,  enter  into  such  amended  or
supplemental Indenture.

                                      -63-

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the  particular  form of any proposed  amendment or
waiver,  but it shall be  sufficient  if such  consent  approves  the  substance
thereof.

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

         SECTION 9.03.  Compliance with TIA.
                        -------------------

         Every  amendment,  waiver or supplement of this  Indenture or the Notes
shall  comply  with the TIA as then in  effect;  PROVIDED,  HOWEVER,  that  this
Section 9.03 shall not of itself  require that this  Indenture or the Trustee be
qualified  under the TIA or constitute  any admission or  acknowledgment  by any
party  hereto that any such  qualification  is  required  prior to the time this
Indenture and the Trustee are required by the TIA to be so qualified.

                                      -64-

         SECTION 9.04.  Revocation and Effect of Consents.
                        ---------------------------------

         Until an amendment,  waiver or supplement becomes effective,  a consent
to it by a Holder is a  continuing  consent by the  Holder and every  subsequent
Holder  of a Note or  portion  of a Note  that  evidences  the same  debt as the
consenting  Holder's  Note,  even if  notation of the consent is not made on any
Note. Subject to the following  paragraph,  any such Holder or subsequent Holder
may  revoke  the  consent  as to such  Holder's  Note or portion of such Note by
notice to the  Trustee  or the  Company  received  before  the date on which the
Trustee  receives an Officers'  Certificate  certifying  that the Holders of the
requisite  principal amount of Notes have consented (and not theretofore revoked
such consent) to the amendment,  supplement or waiver. An amendment,  supplement
or waiver  becomes  effective  upon  receipt by the  Trustee  of such  Officers'
Certificate  and evidence of consent by the Holders of the requisite  percentage
in principal amount of outstanding Notes.

         The Company may,  but shall not be obligated  to, fix a Record Date for
the purpose of  determining  the Holders  entitled to consent to any  amendment,
supplement or waiver. If a Record Date is fixed, then notwithstanding the second
sentence of the immediately preceding paragraph,  those Persons who were Holders
at such Record Date (or their duly designated proxies),  and only those Persons,
shall be entitled to revoke any consent  previously  given,  whether or not such
Persons  continue to be Holders after such Record Date. No such consent shall be
valid or effective for more than 90 days after such Record Date unless  consents
from Holders of the  requisite  percentage  in principal  amount of  outstanding
Notes required  hereunder for the effectiveness of such consents shall have also
been given and not revoked within such 90 day period.

         SECTION 9.05.  Notation on or Exchange of Notes.
                        --------------------------------

         If an amendment,  supplement or waiver changes the terms of a Note, the
Trustee may require  the Holder of such Note to deliver it to the  Trustee.  The
Trustee may place an  appropriate  notation on the Note about the changed  terms
and return it to the  Holder.  Alternatively,  if the  Company or the Trustee so
determine,  the  Company in  exchange  for the Note shall  issue and the Trustee
shall authenticate a new Note that reflects the changed terms.

         SECTION 9.06.  Trustee to Sign Amendments, Etc.
                        --------------------------------

         The  Trustee  shall  execute  any   amendment,   supplement  or  waiver
authorized pursuant to this Article Nine;  provided,  however,  that the Trustee
may, but shall not be obligated to,  execute any such  amendment,  supplement or
waiver which affects the Trustee's own rights,  duties or immunities  under this
Indenture.  In executing such amendment,  supplement or waiver the Trustee shall
be entitled to receive  indemnity  reasonably  satisfactory  to it, and shall be
fully  protected  in  relying  upon  an  Opinion  of  Counsel  and an  Officers'
Certificate  of the Company,  stating that no Event of Default  shall occur as a
result of such  amendment,  supplement  or waiver and that the execution of such
amendment,  supplement or waiver is  authorized or permitted by this  Indenture;
provided, however, that the legal counsel

                                      -65-

delivering such Opinion of Counsel may rely as to matters of fact on one or more
Officers'  Certificates of the Company.  Such Opinion of Counsel shall not be an
expense of the Trustee.

         SECTION 9.07.  Effect on New Credit Facility.
                        -----------------------------

         No  amendment  of, or  supplement  or waiver to, this  Indenture  shall
adversely  affect the rights of the Lender under  Article Ten of this  Indenture
without the consent of such holder.

                                  ARTICLE TEN

                             SUBORDINATION OF NOTES
                             ----------------------

         SECTION 10.01.  Notes Subordinated to New Credit Facility.
                         -----------------------------------------

         Anything  herein to the  contrary  notwithstanding,  the  Company,  for
itself and its successors,  and each Holder,  by his or her acceptance of Notes,
agrees  that the payment of all  Obligations  owing to the Holders in respect of
the Notes is  subordinated,  to the extent and in the  manner  provided  in this
Article Ten, to the prior payment in full in cash or Cash  Equivalents , or such
payment duly provided for, of the New Credit Facility to the satisfaction of the
Lender; provided,  however, that once the Trustee has received payments from the
Company for the  benefit of the Holders in  accordance  with the  provisions  of
Section  8.01,  such  payments  shall  not  be  subject  to  this  Article  Ten.
Notwithstanding  anything to the  contrary in this  Article Ten or  otherwise in
this Indenture, at no time shall the Notes be subordinated to any portion of the
indebtedness  under  the  New  Credit  Facility  in  excess  of  the  sum of (i)
$15,000,000,  plus (ii) accrued  interest in respect of the New Credit  Facility
and fees at any time owing to Lender, in each case as and to the extent provided
under the New Credit Facility, plus (iii) Enforcement Expenses.

         This  Article Ten is made for the benefit of the Lender and such holder
is made an obligee hereunder and may enforce such provisions.

         SECTION 10.02.  Suspension of Payment When New Credit Facility is in
                         Default.
                         ----------------------------------------------------

         (a) Unless Section 10.03 shall be applicable, if any default occurs and
is continuing in the payment when due, whether at maturity, upon any redemption,
by declaration or otherwise,  of any principal of,  interest on, unpaid drawings
for letters of credit  issued in respect  of, or  regularly  accruing  fees with
respect to, the New Credit  Facility (a "Payment  Default"),  then no payment or
distribution  of any  kind or  character  shall be made by or on  behalf  of the
Company  or any  other  Person  on its  or  their  behalf  with  respect  to any
Obligations  on the Notes or to acquire any of the Notes for cash or property or
otherwise  and until  such  Payment  Default  shall have been cured or waived or
shall have ceased to exist on the New Credit  Facility as to which such  Payment
Default relates shall have been paid in full in cash or Cash Equivalents,  after
which the Company shall (subject to other provisions of this

                                      -66-

Article  Ten)  resume  making any and all  required  payments  in respect of the
Notes, including any missed payments.

         (b) Unless  Section  10.03 shall be  applicable,  if any other event of
default (other than a Payment  Default) occurs and is continuing with respect to
the New Credit Facility permitting the Lender to accelerate the maturity thereof
(a  "Non-Payment  Default") and if an officer of the Lender gives written notice
of the event of default to the Trustee (a "Default  Notice"),  then,  unless and
until all events of default have been cured or waived or have ceased to exist or
the Trustee receives notice thereof from such officer of the Lender  terminating
the  Payment  Blockage  Period,  during the 180 days after the  delivery of such
Default Notice (the "Payment Blockage Period"), then neither the Company nor any
other  Person on its behalf  shall (x) make any payment or  distribution  of any
kind or character with respect to any  Obligations on or with the respect to the
Notes or (y)  acquire  any of the  Notes  for  cash or  property  or  otherwise.
Notwithstanding  anything herein to the contrary, (i) in no event will a Payment
Blockage  Period  extend  beyond 180 days from the date the  applicable  Default
Notice is received by the Trustee and (ii) only one such Payment Blockage Period
may be  commenced  within any 360  consecutive  days.  For all  purposes of this
Section  10.02(b),  no event of default which  existed or was  continuing on the
date of the  commencement of any Payment Blockage Period with respect to the New
Credit Facility shall be, or be made, the basis for the commencement of a second
Payment Blockage Period by a representative  of the Lender whether or not within
a period of 360 consecutive  days,  unless such event of default shall have been
cured or  waived  for a period of not less  than 90  consecutive  days (it being
acknowledged  that  any  subsequent  action,  or any  breach  of  any  financial
covenants for a period commencing after the date of commencement of such Payment
Blockage  Period that,  in either  case,  would give rise to an event of default
pursuant to any provisions under which an event of default previously existed or
was continuing  shall  constitute a new event of default for this purpose).  The
Company shall promptly  notify the Lender if payment of the Notes is accelerated
because of an Event of Default.

         (c) In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee or any Holder when such payment is  prohibited by the
foregoing  provisions of this Section 10.02, such payment shall be held in trust
for the benefit  of, and shall be paid over or  delivered  to, the  Lender.  The
Trustee shall be entitled to rely on information  regarding amounts then due and
owing on the New  Credit  Facility,  if any,  received  from the  Lender (or its
representative)  or, if such  information is not received from the Lender or its
representative,  from the Company and only amounts  included in the  information
provided to the Trustee shall be paid to the Lender.

         Nothing  contained  in this  Article  Ten shall  limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity of
the  Notes  pursuant  to  Section  6.02 or to  pursue  any  rights  or  remedies
hereunder;  provided that all amounts  thereafter due or declared to be due with
respect to the New Credit  Facility  shall first be paid in full in cash or Cash
Equivalents  before the Holders are  entitled to receive any payment of any kind
or character  with respect to  Obligations  on the Notes.  In no event shall the
honoring of any request for loans or  extensions  under the New Credit  Facility
after the  occurrence  or during  the  continuance  of a default  or an event of
default  under  the New  Credit  Facility  be  construed

                                      -67-

to be a waiver of such default or event of default, unless such default or event
of  default  is  expressly  waived in  writing  by the  Lender.  Notwithstanding
anything in this Section 10.02,  once the Trustee has received payments from the
Company for the  benefit of the Holders in  accordance  with the  provisions  of
Section 8.01, such payments shall not be subject to this Article Ten.

         SECTION 10.03.  Notes Subordinated to Prior Payment of New Credit
                         Facility on Dissolution, Liquidation or Reorganization
                         of Company.
                        --------------------------------------------------------

         (a) Upon any  payment or  distribution  of assets of the Company of any
kind or character,  whether in cash,  property or securities,  to creditors upon
any liquidation,  dissolution,  winding-up,  reorganization,  assignment for the
benefit of creditors or  marshaling of assets of the Company or in a bankruptcy,
reorganization, insolvency, receivership or other similar proceeding relating to
the  Company or its  property,  whether  voluntary  or  involuntary,  partial or
complete, or by operation of law or otherwise,  all Obligations due or to become
due under the New Credit  Facility  shall  first be paid in full in cash or Cash
Equivalents,  or such  payment  duly  provided  for to the  satisfaction  of the
Lender,  before any payment or  distribution of any kind or character is made on
account of any  Obligations on the Notes,  or for the  acquisition of any of the
Notes for cash or property or otherwise. Upon any such dissolution,  winding-up,
liquidation, reorganization,  receivership or similar proceeding, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or  securities,  to which the Holders of the Notes or the Trustee under
this Indenture  would be entitled,  except for the provisions  hereof,  shall be
paid by the  Company  or by any  receiver,  trustee in  bankruptcy,  liquidating
trustee,  agent or other Person making such payment or  distribution,  or by the
Holders or by the Trustee under this Indenture if received by them,  directly to
the Lender,  or to the lender under any credit  agreement  pursuant to which the
New Credit  Facility may have been  issued,  for  application  to the payment of
amounts  remaining unpaid until the New Credit Facility has been paid in full in
cash  or  Cash  Equivalents  after  giving  effect  to any  concurrent  payment,
distribution or provision therefor to or for the Lender.

         (b) To the extent any  payments  of  principal  or  interest on the New
Credit Facility (whether by or on behalf of the Company, as proceeds of security
or  enforcement  of any  right  of  setoff  or  otherwise)  are  declared  to be
fraudulent  or  preferential,  set aside or required to be paid to any receiver,
trustee in bankruptcy,  liquidating trustee, agent or other similar Person under
any bankruptcy, insolvency, receivership,  fraudulent conveyance or similar law,
then, if such payment is recovered by, or paid over to, such  receiver,  trustee
in  bankruptcy,  liquidating  trustee,  agent or other similar  Person,  the New
Credit  Facility or part thereof  originally  intended to be satisfied  shall be
deemed to be reinstated and outstanding as if such payment had not occurred.

         (c) In the event that,  notwithstanding  the foregoing,  any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or  securities,  shall be  received by any Holder when such  payment or
distribution  is prohibited by this Section 10.03,  such payment or distribution
shall be held in trust for the benefit  of, and shall be paid over or  delivered
to, the Lender,  or to the lender under any credit  agreement  pursuant to which

                                      -68-

the New Credit Facility may have been issued,  for application to the payment of
amounts  remaining unpaid until the New Credit Facility has been paid in full in
cash or  Cash  Equivalents,  after  giving  effect  to any  concurrent  payment,
distribution or provision therefor to or for the Lender.

         (d) The consolidation of the Company with, or the merger of the Company
with or into,  another  corporation  or the  liquidation  or  dissolution of the
Company  following the conveyance or transfer of all or substantially all of its
assets, to another corporation upon the terms and conditions provided in Article
Five hereof and as long as permitted  under the terms of the New Credit Facility
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section if such other corporation  shall, as a part of such
consolidation,  merger, conveyance or transfer, assume the Company's obligations
hereunder in accordance with Article Five hereof.

         For  purposes  of this  Article  Ten,  the  words  "cash,  property  or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization  or readjustment,  the payment of which
(i) is subordinated  or junior,  at least to the extent provided in this Article
Ten,  with respect to the payment of the New Credit  Facility and to the payment
in full of all securities issued in exchange therefore to the Lender and (ii) is
not payable  prior to payment in full of the  Indebtedness  under the New Credit
Facility;  provided,  however,  that (x) the  indebtedness  under the New Credit
Facility is assumed by any new  corporation  or other entity  resulting from any
such  proceeding  and (y) the rights of Lender are not,  without  the consent of
Lender, altered in or as the result of any such proceeding. The consolidation of
the Company with, or the merger of the Company into, another  corporation or the
liquidation or  dissolution of the Company  following the conveyance or transfer
of its  property as an entirety,  or  substantially  as an entirety,  to another
corporation upon the terms and conditions provided for in Article Five shall not
be deemed a  dissolution,  winding-up,  liquidation  or  reorganization  for the
purposes of this Section 10.03 if such other corporation  shall, as part of such
consolidation,  merger,  conveyance or transfer,  comply with the conditions set
forth in Article Five.

         SECTION 10.04.  Payments may be Paid Prior to Dissolution.
                         -----------------------------------------

         Nothing  contained in this  Article Ten or elsewhere in this  Indenture
shall prevent (i) the Company, except under the conditions described in Sections
10.02 and 10.03,  from  making  payments  at any time for the  purpose of making
payments of principal of and interest on the Notes,  or from depositing with the
Trustee any moneys for such payments, or (ii) in the absence of actual knowledge
by the Trustee that a given  payment  would be  prohibited  by Section  10.02 or
10.03,  the  application by the Trustee of any moneys  deposited with it for the
purpose of making such  payments of principal  of, and interest on, the Notes to
the Holders entitled thereto unless at least two Business Days prior to the date
upon which such payment would otherwise become due and payable a corporate trust
officer of the Trustee shall have actually  received the written notice provided
for in the first  sentence  of Section  10.02(b) or in Section  10.07  (PROVIDED
that,  notwithstanding the foregoing, the Holders

                                      -69-

receiving any payments made in  contravention of Section 10.02 and/or 10.03 (and
the respective  such payments)  shall  otherwise be subject to the provisions of
Section 10.02 and Section  10.03).  The Company shall give prompt written notice
to the Trustee of any dissolution,  winding-up, liquidation or reorganization of
the Company, although any delay or failure to give any such notice shall have no
effect on the subordination provisions contained herein.

         SECTION 10.05.  Holders to be Subrogated to Rights of Lender.
                         --------------------------------------------

         Subject to the payment in full in cash or Cash  Equivalents  of the New
Credit  Facility,  the Holders of the Notes shall be subrogated to the rights of
the Lender to receive payments or distributions of cash,  property or securities
of the Company  applicable to the New Credit  Facility  until the Notes shall be
paid in full;  and, for the purposes of such  subrogation,  no such  payments or
distributions  to the Lender of any cash,  property or  securities  to which the
Holders or the  Trustee  would be  entitled  except for the  provisions  of this
Article Ten, and no payment pursuant to the provisions of this Article Ten to or
for the benefit of the Lender by the Holders or the  Trustee  shall,  as between
the Company,  its creditors other than the Lender,  and the Holders be deemed to
be a payment by the Company to or on account of the New Credit Facility;  and no
payments or distributions of cash,  property or securities to or for the benefit
of the Holders pursuant to the subrogation provisions of this Article Ten, which
would otherwise have been paid to the Lender, shall be deemed to be a payment by
the  Company  to or for the  account  of the Notes.  It is  understood  that the
provisions  of this Article Ten are and are  intended  solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the Lender, on
the other hand.  Notwithstanding anything to the contrary in this Section 10.05,
the Holders shall, under no circumstances, have any rights or claims against the
Lender for any alleged impairment of subrogation of rights of the Holders.

         SECTION 10.06.  Obligations of the Company Unconditional.
                         ----------------------------------------

         Nothing contained in this Article Ten or elsewhere in this Indenture or
in the Notes is intended to or shall impair, as among the Company, its creditors
other than the Lender, and the Holders, the obligation of the Company,  which is
absolute  and  unconditional,  to pay to the  Holders the  principal  of and any
interest  on the Notes as and when the same  shall  become  due and  payable  in
accordance  with their  terms,  or is intended to or shall  affect the  relative
rights of the Holders and  creditors of the Company  other than the Lender,  nor
shall anything  herein or therein  prevent the Holder of any Note or the Trustee
on its behalf from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture,  subject to the rights, if any, of the Lender
under this Article Ten in respect of cash, property or securities of the Company
received  upon the  exercise  of any such  remedy,  and  further  subject to the
provisions of Section 10.10.

         SECTION 10.07.  Notice to Trustee.
                         -----------------

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in

                                      -70-

respect of the Notes  pursuant to the  provisions of this Article Ten,  although
any  delay or  failure  to give any such  notice  shall  have no  effect  on the
subordination  provisions  contained  herein.  If the  Trustee  shall  not  have
received  any such  notice at least two  Business  Days  prior to its  making or
receipt of such a payment in respect of the Notes,  it may make or receive  such
payment  without  further  inquiry.  Regardless  of  anything  to  the  contrary
contained in this Article Ten or elsewhere in this Indenture,  the Trustee shall
not be  charged  with  knowledge  of the  existence  of any  default or event of
default  with  respect to the New Credit  Facility  or of any other  facts which
would  prohibit the making of any payment to or by the Trustee  unless and until
the Trustee shall have received notice in writing from the Company,  or from the
Lender or a  representative  therefor,  and,  prior to the  receipt  of any such
written  notice,  the  Trustee  shall be  entitled  to assume (in the absence of
actual knowledge to the contrary) that no such facts exist. The Trustee shall be
entitled to rely on the  delivery to it of any notice  pursuant to this  Section
10.07  to  establish  that  such  notice  has  been  given  by a  Lender  (or  a
representative therefor).

         SECTION 10.08.  Reliance on Judicial Order or Certificate of
                         Liquidating Agent.
                         --------------------------------------------

         Upon any payment or distribution  of assets of the Company  referred to
in this Article Ten, the Trustee,  subject to the  provisions  of Article  Seven
hereof, and the Holders of the Notes shall be entitled to rely upon any order or
decree  made by any court of  competent  jurisdiction  in which any  insolvency,
bankruptcy, receivership,  dissolution, winding-up, liquidation,  reorganization
or similar case or proceeding is pending, or upon a certificate of the receiver,
trustee  in  bankruptcy,  liquidating  trustee,  assignee  for  the  benefit  of
creditors, agent or other Person making such payment or distribution,  delivered
to the Trustee or the Holders of the Notes,  for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution,  the Lender and
other  Indebtedness of the Company,  the amount thereof or payable thereon,  the
amount or amounts  paid or  distributed  thereon and all other  facts  pertinent
thereto or to this Article Ten.

         SECTION 10.09.  Trustee's Relation to New Credit Facility.
                         -----------------------------------------

         The  Trustee  and any  agent of the  Company  or the  Trustee  shall be
entitled to all the rights set forth in this Article Ten with respect to the New
Credit  Facility and nothing in this Indenture  shall deprive the Trustee or any
such agent of any of its rights as such holder.

         With  respect to the Lender,  the Trustee  undertakes  to perform or to
observe only such of its covenants and obligations as are specifically set forth
in this Article Ten, and no implied covenants or obligations with respect to the
Lender shall be read into this Indenture against the Trustee.  The Trustee shall
not be deemed to owe any fiduciary duty to the Lender.

         Whenever a distribution  is to be made or a notice given to the Lender,
the distribution may be made and the notice may be given to its  representative,
if any.

                                      -71-

         SECTION 10.10.  Subordination of Liens.
                         ----------------------

         (a) The Holders agree at all times, whether before, after or during the
pendency  of  any  proceeding  under  Bankruptcy  Law  and  notwithstanding  the
priorities  which  would  ordinarily  result  from  the  order  of  granting  or
perfection of any Liens, that any Liens which the Lender may at any time have in
or with respect to any of the Security shall  constitute first priority Liens in
such Security to secure the payment and  performance of the New Credit  Facility
and  shall be  superior  to any Lien or other  interest  at any time held by the
Trustee  in the  Security  arising  pursuant  to the  Granting  Clause  of  this
Indenture,  by operation of applicable  law or otherwise;  and any Lien or other
interests  at any  time  held by the  Trustee  in any of the  Security  shall be
subordinate  and junior in  priority to any Liens at any time held by the Lender
therein.  For as long as all or any  portion of the  Indebtedness  under the New
Credit Facility remains outstanding, unpaid or unsatisfied and the commitment of
the Lender  thereunder  has not been  terminated,  the  Trustee  and each Holder
agrees to refrain from taking any action to foreclose  upon, take possession of,
liquidate or otherwise proceed against the Security.

         (b) For purposes of the priorities set forth in Section  10.10(a),  any
claim of right of setoff by the  Trustee  shall be treated in all  respects as a
Lien and no claim to right of setoff by the Trustee  shall be asserted to defeat
or diminish the rights or priorities provided for herein in favor of the Lender.

         (c) In no event shall the Trustee  institute,  encourage,  or join as a
party in the institution  of, or assist in the prosecution of, any action,  suit
or proceeding  seeking a  determination  that the Lien of the Lender is invalid,
unperfected or unavoidable,  or is or should be subordinated to the interests of
any other person.

         (d) If at any time the Lender shall  subordinate,  in whole or in part,
its Lien  upon any of the  Collateral  to or in favor of any other  Person,  the
priority of the Lender's Lien in the Security vis-a-vis the Trustee shall not be
affected  thereby  and the  Lender's  Lien shall  continue to be superior to the
Trustee's Lien or Liens in the Security as provided in this Section 10.10.

         (e) Except as otherwise  permitted by this  Indenture or the Notes,  if
the Trustee shall receive any proceeds from any sale,  liquidation,  casualty or
other  disposition  of any of the  Security,  whether  in  connection  with  the
initiation  of any action by the Lender or the  Trustee to enforce or  foreclose
upon its Lien or otherwise, the Trustee shall be obligated to hold such proceeds
in trust and  promptly  turn over such  proceeds,  less their costs and expenses
incurred in connection  with any such action,  to the Lender for  application to
the New Credit  Facility  until the New Credit  Facility is paid in full and any
commitments by the Lender under the New Credit  Facility have been terminated or
expired.

         (f) Without impairing, abrogating or in any way affecting the rights of
the Lender hereunder,  including the relative priorities  established in Section
10.10(a)  hereof,  the Lender may, during any proceeding  under  Bankruptcy Law,
give or withhold its consent to the Company's or any bankruptcy trustee's use or
consumption  of any of  the  Security  (including  cash  proceeds  of any of the
Security) or may provide  financing or otherwise extend credit to the Company or
any bankruptcy trustee secured by a senior Lien upon any or all of the

                                      -72-

Security,   whether  created,   acquired  or  arising  prior  to  or  after  the
commencement  of any such  proceeding,  and the Trustee and the Holders shall be
deemed to have  consented to the  Company's or any  bankruptcy  trustee's use of
such  portion of the  Security if and to the extent  consented to by the Lender.
Nothing  contained in this  Article Ten,  including  this Section  10.10,  shall
prohibit the Holders or the Trustee from (i) seeking adequate  protection solely
in the form of a priority claim under  Bankruptcy Law subordinate to any similar
claim now or hereafter  held by the Lender  provided that such priority claim is
subject to the terms of this Article Ten, (ii)  objecting to the  reasonableness
of the terms of any proposed  financing  by the Lender to the Company  after the
commencement of any proceeding under Bankruptcy Law by or against the Company or
(iii)  requesting a replacement  lien  subordinate  to any lien now or hereafter
held by the  Lender  provided  that  such  replacement  lien is  subject  to the
provisions  of this  Article  Ten.  Any Lien at any time granted to or otherwise
acquired  by the  Trustee  in any of the  Security,  whether  such  Security  is
created,  acquired  or  arises  prior to or after the  commencement  of any such
proceeding  under  Bankruptcy  Law, shall be subject to all of the terms of this
Section  10.10 and shall be  subordinate  in priority to all Liens granted to or
otherwise  obtained by the Lender with respect to any such  Security,  including
Liens granted to or conferred  upon the Lender to secure  financings in any such
proceeding.

         (g) If the Lender  consents  to the sale of any or all of the  Security
during any  proceeding  under  Bankruptcy  Law (whether  such sale is to be made
pursuant  to 11 U.S.C.  Section  363,  pursuant to a plan of  reorganization  or
otherwise),  then the Holders shall be deemed to have consented to any such sale
and all of the terms  applicable to thereto and the Trustee shall,  if requested
to do so by the Lender in connection  with any such sale,  promptly  execute and
deliver  to the  Lender a release  of the  Holders'  Liens  with  respect to the
Security to be sold.  Notwithstanding  the  foregoing,  the Trustee shall not be
obligated to release or terminate its Lien on any proceeds of the sale, transfer
or  disposition  of any  Security to the extent that such  proceeds  are (i) not
applied to the payment of the New Credit  Facility in accordance  with the terms
of the New Credit  Facility or (ii) in excess of the amount  necessary  to repay
the New Credit Facility in full.

         (h) If in or as a result of any  proceeding  under  Bankruptcy  Law the
Lender  returns,  refunds or repays to the Company or any  trustee or  committee
appointed  in such  proceeding  any  payment  or  proceeds  of any  Security  in
connection  with any  action,  suit or  proceeding  alleging  that the  Lender's
receipt of such  payment or  proceeds  was a transfer  voidable  under  state or
federal  law,  then the Lender  shall not be deemed ever to have  received  such
payment or proceeds for purposes of this Section  10.10 in  determining  whether
and when the New Credit Facility has been paid in full.

         (i) The Trustee shall (1) upon the request of the Lender and whether or
not an event of default exists under the New Credit Facility,  release its Liens
in any of the  Security  concurrently  with  the  Lender's  release  of its Lien
therein in connection with the Company's authorized disposition of such Security
pursuant to the terms of the New Credit  Facility  and (2) if requested to do so
by the Lender after and during the  continuance of an event of default under the
New Credit Facility, release its Liens in the Security in connection with and in
order to facilitate any orderly liquidation sale of such Security by the Company
or any  bankruptcy  trustee or receiver for the Company,  and promptly  upon the
request of the Lender the Trustee

                                      -73-

shall  execute and deliver such  documents,  instruments  and  agreements as are
necessary  to  effectuate  such  release  and to  evidence  such  release in the
appropriate public records. Notwithstanding the foregoing, the Trustee shall not
be  obligated  to release or  terminate  its Lien on any  proceeds  of the sale,
transfer or disposition of any Security to the extent that such proceeds are (i)
not applied to the payment of the New Credit  Facility  in  accordance  with the
terms of the New Credit  Facility or (ii) in excess of the amount  necessary  to
repay the New Credit Facility in full.

         (j) With respect to any insurance  proceeds that may be received on the
Security,  the Lender shall have the sole and  exclusive  right,  as against the
Trustee,  to adjust  settlement of insurance  claims in the event of any covered
loss, theft or destruction of the Security. All proceeds of such insurance shall
inure to the Lender.  If such  proceeds are applied to the New Credit  Facility,
any proceeds remaining after payment of the New Credit Facility and all expenses
of collection,  including reasonable attorney's costs, fees and expenses,  shall
be promptly remitted to the Trustee for payment of the Notes, or to the Company,
as applicable.

         SECTION 10.11.  Subordination  Rights Not  Impaired  by Acts or
                         Omissions of the Company or Holders of the New
                         Credit Facility.
                         -----------------------------------------------

         No right of any present or future  Lender to enforce  subordination  as
provided  herein shall at any time in any way be  prejudiced  or impaired by any
act or  failure  to act on the part of the  Company  or by any act or failure to
act, in good faith, by any such holder,  or by any  noncompliance by the Company
with the terms of this Indenture,  regardless of any knowledge thereof which any
such holder may have or otherwise be charged with.

         Without in any way limiting the generality of the foregoing  paragraph,
the Lender  may,  at any time and from time to time,  without  the consent of or
notice to the Trustee,  without  incurring  responsibility to the Trustee or the
Holders  of the Notes and  without  impairing  or  releasing  the  subordination
provided in this Article Ten or the obligations  hereunder of the Holders of the
Notes to the Lender, do any one or more of the following: (i) change the manner,
place or terms of payment  or extend the time of payment  of, or renew or alter,
the New Credit Facility,  or otherwise amend or supplement in any manner the New
Credit  Facility,  or any instrument  evidencing the same or any agreement under
which the New Credit Facility is outstanding;  (ii) sell,  exchange,  release or
otherwise deal with any property  pledged,  mortgaged or otherwise  securing the
New Credit  Facility;  PROVIDED,  that the Lender shall promptly  deliver to the
Trustee  (unless  otherwise  directed in writing by the Trustee or by a court of
competent  jurisdiction) any proceeds  remaining from the sale transfer or other
disposition of the Security after the payment in full of the New Credit Facility
or, if the Lender  shall still be in  possession  of all or part of the Security
after such  repayment,  the  Security or such part  thereof  remaining,  without
representation  or warranty on the part of the Lender;  (iii) add or release any
Person  liable in any manner for the  payment  or  collection  of the New Credit
Facility;  (iv)  exercise  or refrain  from  exercising  any rights  against the
Company and any other  Person;  (v) waive any default or event of default  under
the  New  Credit  Facility;   and  (vi)  increase  or  decrease  the  amount  of
Indebtedness  or the rate of interest or the amount of any

                                      -74-

other charges payable in connection with the New Credit  Facility.  The Company,
Trustee, and the Holders each hereby waives any defense based on the adequacy of
a remedy at law  which  might be  asserted  as a bar to the  remedy of  specific
performance of this Article Ten and any action brought  therefore by the Lender.
To the fullest extent  permitted by applicable  law, the Company,  Trustee,  and
Holders each hereby further waives: (A) presentment,  demand, protest, notice of
protest, notice of default or dishonor,  notice of payment or nonpayment and any
and all other notices and demands of any kind in connection  with all negotiable
instruments  evidencing  all or any  portion of the  Indebtedness  under the New
Credit  Facility;  (B) the right to require  the Lender to enforce any Lien that
the Lender may now or hereafter have in any collateral given as security for the
Indebtedness  under the New Credit  Facility  or to pursue any claim it may have
against any guarantor of the Indebtedness  under the New Credit  Facility,  as a
condition to the Lender's  entitlement  to receive any payment on account of the
Indebtedness under the New Credit Facility; and (C) notice of any loans or other
credit made available to the Company or Restricted  Subsidiaries,  extensions of
time granted, amendments to the New Credit Facility or any instrument evidencing
the same or any agreement  under which the New Credit Facility is outstanding or
other action taken in reliance on the provisions of this Article Ten.

         SECTION 10.12.  Noteholders Authorize Trustee to Effectuate
                         Subordination of Notes.
                         -------------------------------------------

         Each Holder of Notes by its acceptance of them authorizes and expressly
directs  the Trustee on its behalf to take such  action as may be  necessary  or
appropriate to effectuate,  as between the Lender and the Holders of Notes,  the
subordination  provided  in this  Article  Ten,  and  appoints  the  Trustee its
attorney-in-fact  for  such  purposes,  including,  (i)  in  the  event  of  any
dissolution,  winding-up,  liquidation or reorganization of the Company (whether
in bankruptcy, insolvency,  receivership,  reorganization or similar proceedings
or upon an assignment for the benefit of creditors or otherwise) tending towards
liquidation of the business and/or assets of the Company,  the filing of a claim
for the unpaid balance of its Notes and accrued interest in the form required in
those  proceedings and (ii) the execution of amendments to financing  statements
necessary  to reflect  of record  the  provisions  of this  Article  Ten and the
relative priorities set forth therein.

         If the  Trustee  does not  file a proper  claim or proof of debt in the
form required in such  proceeding  prior to 30 days before the expiration of the
time to file such claim or claims,  then the Lender or its representative are or
is hereby  authorized to have the right to file and are or is hereby  authorized
to file an  appropriate  claim for and on behalf of the  Holders of said  Notes.
Nothing herein  contained shall be deemed to authorize the Trustee or the Lender
or its representative to authorize or consent to or accept or adopt on behalf of
any Holder any plan of  reorganization,  arrangement,  adjustment or composition
affecting  the Notes or the rights of any Holder  thereof,  or to authorize  the
Trustee or the Lender or its  representative  to vote in respect of the claim of
any Holder in any such proceeding.

                                      -75-

         SECTION 10.13.  This Article Ten Not to Prevent Events of Default.
                         -------------------------------------------------

         The failure to make a payment on account of principal of or interest on
the Notes by reason of any  provision  of this Article Ten will not be construed
as preventing the occurrence of an Event of Default.

         SECTION 10.14.  Trustee's Compensation Not Prejudiced.
                         -------------------------------------

         Nothing in this  Article  Ten will apply to amounts  due to the Trustee
pursuant to other sections of this Indenture.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS
                                  -------------

         SECTION 11.01.  TIA Controls.
                         ------------

         If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control; provided, however, that this Section 11.01
shall not of itself  require  that this  Indenture  or the Trustee be  qualified
under the TIA or constitute any admission or  acknowledgment by any party hereto
that any such qualification is required prior to the time this Indenture and the
Trustee are required by the TIA to be so qualified.

         SECTION 11.02.  Notices.
                         -------

         Any notices or other  communications  required or  permitted  hereunder
shall be in writing,  and shall be sufficiently  given if made by hand delivery,
by telex, by telecopier or registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

         if to the Company:

         National Vision, Inc.
         296 Grayson Highway
         Lawrenceville, GA  30045-5737
         Facsimile No. (770) 822-2029

         Attention:  General Counsel

         with a copy to:

         Kilpatrick Stockton LLP
         Suite 2800, 1100 Peachtree Street
         Atlanta, GA  30309-4530
         Facsimile No. (404) 815-6555

                                      -76-

         Attention:  David A. Stockton

         if to the Trustee:

         State Street Bank and Trust Company
         Goodwin Square
         225 Asylum Street, 23rd Floor
         Hartford, CT  06103
         Facsimile No.:  (860) 244-1897

         Attention:  Corporate Trust Division  National Vision, Inc. 12% Senior
                     Secured Notes due 2009

         The  Company  and the  Trustee  by  written  notice  to the  other  may
designate  additional  or different  addresses  for notices to such Person.  Any
notice or  communication  to the Company or the Trustee  shall be deemed to have
been given or made as of the date so delivered if hand delivered;  when answered
back, if telexed;  when receipt is acknowledged,  if faxed; one (1) Business Day
after  mailing by reputable  overnight  courier and five (5) calendar days after
mailing if sent by registered or certified mail,  postage prepaid (except that a
notice of  change of  address  shall  not be  deemed  to have been  given  until
actually received by the addressee).

         Any notice or  communication  mailed to a Holder shall be mailed to him
by first  class mail or other  equivalent  means at his address as it appears on
the registration  books of the Registrar ten (10) days prior to such mailing and
shall be sufficiently given to him if so mailed within the time prescribed.

         Failure to mail a notice or  communication to a Holder or any defect in
it shall not affect its sufficiency  with respect to other Holders.  If a notice
or  communication  is mailed in the manner  provided  above,  it is duly  given,
whether or not the addressee receives it.

         SECTION 11.03.  Communications by Holders
                         with Other Holders.
                         -------------------------

         Holders  may  communicate  pursuant to TIA  Section 312(b)  with  other
Holders  with respect to their  rights  under this  Indenture or the Notes.  The
Company,  the  Trustee,  the  Registrar  and any  other  Person  shall  have the
protection of TIA Section 312(c).

         SECTION 11.04   Certificate and Opinion as
                         to Conditions Precedent.
                         --------------------------

         Upon any request or  application  by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                                      -77-

         (1) an Officers' Certificate, in form and substance satisfactory to the
         Trustee,  stating that, in the opinion of the signers,  all  conditions
         precedent to be performed by the Company,  if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

         (2) an Opinion of Counsel stating that, in the opinion of such counsel,
         all such conditions  precedent to be performed by the Company,  if any,
         provided for in this  Indenture  relating to the  proposed  action have
         been complied with (which counsel,  as to factual matters,  may rely on
         an Officers' Certificate).

         SECTION 11.05   Statements Required in
                         Certificate or Opinion.
                         -----------------------

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture, other than the Officers' Certificate
required by Section 4.06, shall include:

         (1)  a statement that the Person making such certificate or opinion has
         read such covenant or condition;

         (2)  a brief statement as to the nature and scope of the examination or
         investigation  upon which the statements or opinions  contained in such
         certificate or opinion are based;

         (5)  a statement that, in the opinion of such Person,  he has made such
         examination or investigation  as is reasonably  necessary to enable him
         to express an  informed  opinion as to whether or not such  covenant or
         condition has been complied with; and

         (6)  a statement  as to  whether  or not,  in the  opinion of each such
         Person, such condition or covenant has been complied with.

         SECTION 11.06.  Rules by Trustee, Paying
                         Agent, Registrar.
                         ------------------------

         The Trustee may make reasonable  rules in accordance with the Trustee's
customary  practices for action by or at a meeting of Holders.  The Paying Agent
or Registrar may make reasonable rules for its functions.

         SECTION 11.07.  Legal Holidays.
                         --------------

         A "LEGAL HOLIDAY" used with respect to a particular place of payment is
a Saturday,  a Sunday or a day on which banking  institutions  in New York,  New
York or at such place of payment are not required to be open.  If a payment date
is a Legal Holiday at such place,  payment may be made at such place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

                                      -78-

         SECTION 11.08.  Governing Law.
                         -------------

         THIS  INDENTURE  AND THE NOTES SHALL BE GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT  GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.

         SECTION 11.09.  No Adverse Interpretation
                         of Other Agreements.
                         --------------------

         This Indenture may not be used to interpret another indenture,  loan or
debt agreement of the Company or any of its  Subsidiaries.  Any such  indenture,
loan or debt agreement may not be used to interpret this Indenture.

         SECTION 11.10.  No Personal Liability.
                         ---------------------

         No director,  officer, partner, member, employee, agent or stockholder,
as such,  of the Company shall have any  liability  for any  obligations  of the
Company under the Notes, this Indenture or the Registration  Rights Agreement or
for any claim  based on, in respect  of, or by reason of,  such  obligations  or
their creation. Each Holder of Notes by accepting a Note waives and releases all
such  liability.  The waiver and release are part of the  consideration  for the
issuance of the Notes.

         SECTION 11.11.  Successors.
                         ----------

         All  agreements  of the Company in this  Indenture  and the Notes shall
bind its successors.  All agreements of the Trustee in this Indenture shall bind
its successors.

         SECTION 11.12.  Duplicate Originals.
                         -------------------

         All  parties  may sign any  number of copies  of this  Indenture.  Each
signed copy shall be an original,  but all of them together shall  represent the
same agreement.

         SECTION 11.13.  Severability.
                         ------------

         In case any one or more of the  provisions in this  Indenture or in the
Notes shall be held invalid,  illegal or  unenforceable,  in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining  provisions  shall not in any way be affected
or impaired  thereby,  it being intended that all of the provisions hereof shall
be enforceable to the full extent permitted by law.

         SECTION 11.14.  Independence of Covenants.
                         -------------------------

         All covenants and  agreements in this  Indenture and the Notes shall be
given  independent  effect so that if any particular  action or condition is not
permitted  by any of such  covenants,  the fact that it would be permitted by an
exception to, or otherwise be within the

                                      -79-

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

                                      -80-

                                   SIGNATURES

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the date first written above.

                                       NATIONAL VISION, INC.,
                                        as Issuer

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                       STATE STREET BANK AND TRUST
                                       COMPANY, as Trustee

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                      -81-

                                    EXHIBIT A

                                                             CUSIP No.:  [     ]

                             NATIONAL VISION, INC.

                        12% SENIOR SECURED NOTE DUE 2009

No. [   ]                                                       $_______________

         NATIONAL VISION, INC., a Georgia corporation (the "Company"), for value
received promises to pay to ____________ or registered assigns the principal sum
of  _________________________  Dollars,  as described in the Indenture,  but not
later than March 30, 2009.

         Interest Payment Dates: March 30 and September 30, commencing September
30, 2001.

         Record Dates:  March 15 and September 15

         Reference  is made to the  further  provisions  of this Note  contained
herein, which will for all purposes have the same effect as if set forth at this
place. The Notes under the Indenture are being issued pursuant to the Plan which
provides among other things, that the Notes are being issued in exchange for and
in satisfaction  of certain claims against the Company.  All terms used in these
Notes which are defined in the Indenture  have the meanings  assigned to them in
the Indenture.

         IN WITNESS  WHEREOF,  the  Company  has  caused  this Note to be signed
manually or by facsimile by its duly authorized officers.

                                  NATIONAL VISION, INC.

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

Dated:  [         ]

                                       A-1

                          CERTIFICATE OF AUTHENTICATION

         This is one of the 12% Senior Secured Notes due 2009 referred to in the
within-mentioned Indenture.

                                       STATE STREET BANK AND TRUST
                                         COMPANY, as Trustee

                                       By:
                                           -------------------------------------
                                             Authorized Signatory

Date of Authentication:  [          ]

                                       A-2

                              (REVERSE OF SECURITY)

                        12% Senior Secured Note due 2009

         1.  Interest.  NATIONAL  VISION, INC.  (f/k/a Vista Eyecare, Inc.), a
             --------
Georgia  corporation (the "Company"),  promises to pay interest on the principal
amount of this Note at the rate per annum  shown  above.  Interest  on the Notes
will accrue from the most recent date on which  interest has been paid or, if no
interest has been paid,  from the Effective  Date. The Company will pay interest
semiannually in arrears on each Interest Payment Date,  commencing September 30,
2001.  Interest will be computed on the basis of a 360-day year of twelve 30-day
months and, in the case of a partial month, the actual number of days elapsed.

         The  Company  shall pay  interest on overdue  principal  and on overdue
installments of interest  (without regard to any applicable  grace periods),  to
the  extent  lawful,  from time to time on demand at the rate borne by the Notes
plus 2%.

         2.  Method of  Payment.  The  Company  shall pay  interest on the Notes
             ------------------
(except Default  Interest) to the Persons who are the registered  Holders at the
close of business on the Record Date immediately  preceding the Interest Payment
Date even if the Notes are cancelled on registration of transfer or registration
of exchange  after such Record Date.  The Company will pay principal and accrued
interest on the Notes to the persons who are registered  holders of the Notes on
March 30,  2009.  Holders  must  surrender  Notes to a Paying  Agent to  collect
principal payments. The Company shall pay principal and interest in money of the
United  States that at the time of payment is legal tender for payment of public
and private debts ("U.S. Legal Tender").  However, the Company may pay principal
and interest by its check  payable in such U.S.  Legal  Tender.  The Company may
deliver  any such  interest  payment to the  Paying  Agent or to a Holder at the
Holder's registered address.

         3.  Paying Agent and Registrar. Initially, State Street  Bank and Trust
             --------------------------
Company  (the "Trustee") will act as Paying Agent and Registrar. The Company may
change  any  Paying  Agent,  Registrar  or  co-Registrar  without  notice to the
Holders.

         4. Indenture. The Company issued the Notes under an Indenture, dated as
            ---------
of ______ __, 2001 (the  "Indenture"),  among the Company and the Trustee.  This
Note is one of a duly authorized issue of Notes of the Company designated as its
12% Senior Secured Notes due 2009 (the "Notes").  The Notes are limited  (except
as  otherwise  provided  in the  Indenture)  in  aggregate  principal  amount to
$120,000,000.  Capitalized  terms  herein are used as  defined in the  Indenture
unless otherwise defined herein.  The terms of the Notes include those stated in
the  Indenture  and those made part of the  Indenture  by reference to the Trust
Indenture Act of 1939 (15 U.S.  Code Sections 77aaa-77bbbb)  (the "TIA"),  as in
effect on the date of the  Indenture.  Notwithstanding  anything to the contrary
herein,  the Notes are  subject  to all such  terms,  and  Holders  of Notes are
referred to the Indenture and said Act for a statement of them.

         Each  Holder,  by  accepting  a Note,  agrees to be bound by all of the
terms and provisions of the  Indenture,  as the same may be amended from time to
time in accordance with its terms.

         5. Optional Redemption.  The Notes will be redeemable, at the Company's
            -------------------
option, in whole at any time or in part from time to time, upon not less than 30
nor more  than 60  days'  notice,  at a  redemption  price  equal to 100% of the
principal  amount  thereof,  plus,  in each case,  accrued  and unpaid  interest
thereon,  if any, to the date of redemption.  If the Company shall consummate an
Equity Offering, the proceeds of such offering shall be used to (i) pay (subject
to waiver by the Lender)  amounts  owing under the New Credit  Facility and (ii)
make  principal  payments  (subject  to waiver by the  Holders of a majority  in
aggregate  principal  amount of the Notes) on the Notes.  In order to effect the
foregoing redemption with the proceeds of any Equity Offering, the Company shall
make such  redemption not more than 120 days after the  consummation of any such
Equity Offering.

         At any time,  or from time to time,  the  Company  may,  at its option,
redeem any portion of the aggregate  principal  amount of the Notes issued under
the Indenture  after the Effective  Date, on one or more  occasions with the net

                                      A-3

cash  proceeds of one or more Equity  Offerings at a  redemption  price equal to
100% of the principal amount thereof,  plus accrued and unpaid interest, if any,
to the  redemption  date. In order to effect the foregoing  redemption  with the
proceeds of any Equity Offering, the Company shall make such redemption not more
than 120 days after the consummation of any such Equity Offering.

         6. Notice of Redemption.  Notice of redemption  will be mailed at least
30 days but not more than 60 days before the  Redemption  Date to each Holder of
Notes to be redeemed at such Holder's registered address. Notes in denominations
larger than $1,000 may be redeemed in part.

         Except as set forth in the  Indenture,  if monies for the redemption of
the Notes called for redemption  shall have been deposited with the Paying Agent
for redemption on such Redemption Date, then, unless the Company defaults in the
payment of such redemption price plus accrued interest, if any, the Notes called
for redemption  will cease to bear interest from and after such  Redemption Date
and the only right of the  Holders  of such Notes will be to receive  payment of
the redemption price plus accrued interest, if any.

         7. Mandatory Redemption. The  Notes shall be redeemable, in whole or in
            --------------------
part, on each February 28 and August 31 (each such date, a "Mandatory Redemption
Payment  Date"),  by payment of 100% of Excess Cash Flow in accordance  with the
provisions of Section 3.07.  "Excess Cash Flow" shall mean  Consolidated  EBITDA
for the fiscal six month  period  expiring on the last day of each  December and
June,  respectively,  prior to each Mandatory Redemption Payment Date (such last
day, the "Balance  Sheet Date",  provided,  however,  that the initial  "Balance
Sheet Date" shall be designated  as December 31, 2001 and the initial  Mandatory
Redemption  Payment Date shall be February 28, 2002),  plus (to the extent made,
incurred or accrued during such six month period)  decreases in Working Capital,
but less (to the extent made, incurred or accrued during such six month period),
without duplication, (i) the items described in clause (ii) of the definition of
"Consolidated  EBITDA"  (exclusive  of  depreciation  and  amortization),   (ii)
expenditures  on  capital  assets,  (iii)  increases  in Working  Capital,  (iv)
payments or  prepayments  of principal  and fees or other  amounts under the New
Credit Facility, (v) any optional redemption amount paid by the Company pursuant
to Section 3.03 since the most recent  Mandatory  Redemption  Payment Date, (vi)
payments of  Restructuring  Expenses,  and (vii) any payments  made  pursuant to
Section 4.14; provided,  however,  that any payment of Excess Cash Flow shall be
reduced to the extent  necessary so that,  after giving  effect to such payment,
the amount of cash possessed by the Company as of each respective  Balance Sheet
Date is at least  $3,000,000.  Cash  possessed by the Company is determined on a
consolidated  basis in accordance with GAAP. If, after any Mandatory  Redemption
Payment Date, it is determined,  by audit or otherwise, to record adjustments to
the Company's  financial  statements as of the related  Balance Sheet Date (such
adjustments,  the "Financial  Adjustments"),  no adjustment shall be made to the
related calculation of Excess Cash Flow, but the calculation of Excess Cash Flow
next succeeding the recording of such Financial Adjustments shall be adjusted to
give  effect to such  Financial  Adjustments,  with the  effect  that the dollar
amount  resulting  from the  calculation  of Excess  Cash Flow  related  to such
Mandatory  Redemption  Payment  Date plus the dollar  amount of such  succeeding
calculation  of Excess Cash Flow shall be equal to the  aggregate  dollar amount
which would have been  calculated if the applicable  Financial  Adjustments  had
been  made as of the  initial  relevant  Balance  Sheet  Date and not as of such
succeeding Balance Sheet Date.

         8.  Subordination.  The Notes are subordinated in right of payment,  in
             -------------
the manner and to the extent set forth in the Indenture, to the prior payment in
full in cash or Cash Equivalents of the New Credit Facility of the Company. Each
Holder  by his  acceptance  hereof  agrees  to be bound by such  provisions  and
authorizes and expressly directs the Trustee, on his behalf, to take such action
as may be necessary or appropriate to effectuate the subordination  provided for
in the  Indenture  and  appoints  the  Trustee  his  attorney-in-fact  for  such
purposes.

         9. Notes Secured. The Holder of this Note is entitled to the benefit of
            -------------
Liens on the Security provided by the Company pursuant to the Indenture, subject
to the priorities,  limitations and provisions set forth therein. For as long as
all or any portion of the  Indebtedness  under the New Credit  Facility  remains
outstanding,  unpaid or unsatisfied and the commitment to the Lender  thereunder
has not been  terminated,  the Trustee,  and by  accepting a Note,  each Holder,
acknowledge and agree that (i) the security  interest granted to the Trustee for
the benefit of the Holders in the Security  shall,  irrespective  of the time of
perfection or creation of any security  interests or other Liens in the Security
on behalf of the Lender under the New Credit Facility or the Trustee,  be junior
and subordinates to the interests of such Lender and (ii) to refrain from taking
any action to foreclose upon, take possession of, liquidate or otherwise proceed
against the  Security.  The Notes are issued  pursuant to the  Indenture and are
secured  by the  specified  tangible  and  intangible  assets  constituting  the
Security to the extent provided in the Indenture.

                                      A-4

         10. Offer to Purchase. Section  4.14  of  the  Indenture provides that,
             -----------------
upon the occurrence of a Change of Control , and subject to further  limitations
contained therein, the Company will make an offer to purchase certain amounts of
the Notes in accordance with the procedures set forth in the Indenture.

         11.  Registration Rights.  Pursuant to a Registration Rights Agreement
              -------------------
among the  Company  and  certain  Holders,  the  Company  will be  obligated  to
consummate a registration for resale of such Notes.

         12.  Denominations;  Transfer;  Exchange.  The Notes are in  registered
              -----------------------------------
form, without coupons,  and in denominations of $1,000 and integral multiples of
$1,000.  A Holder shall register the transfer of or exchange Notes in accordance
with the Indenture.  The Registrar may require a Holder,  among other things, to
furnish  appropriate  endorsements  and  transfer  documents  and to pay certain
transfer taxes or similar  governmental  charges payable in connection therewith
as permitted by the  Indenture.  The Registrar need not register the transfer of
or exchange of any Notes or portions thereof selected for redemption.

         13.  Persons Deemed Owners.  The  registered Holder of a Note  shall be
              ---------------------
treated as the owner of it for all purposes.

         14.  Unclaimed Money. If money for the payment of principal or interest
              ---------------
remains  unclaimed  for one year,  the Trustee and the Paying Agent will pay the
money back to the  Company.  After that,  all  liability of the Trustee and such
Paying Agent with respect to such money shall cease.

         15.  Discharge  Prior to Redemption or Maturity.  If the Company at any
              ------------------------------------------
time deposits with the Trustee U.S. Legal Tender or U.S. Government  Obligations
sufficient  to pay the  principal of and interest on the Notes to  redemption or
maturity  and  complies  with the other  provisions  of the  Indenture  relating
thereto, the Company will be discharged from certain provisions of the Indenture
and  the  Notes  (including  certain  covenants  and  including,  under  certain
circumstances,  its obligation to pay the principal of and interest on the Notes
but without  affecting  the rights of the Holders to receive  such  amounts from
such deposits).

         16. Amendment;  Supplement;  Waiver.  Subject to certain exceptions set
             -------------------------------
forth  in  the  Indenture,  the  Indenture  or  the  Notes  may  be  amended  or
supplemented  with the written consent of the Holders of a majority in aggregate
principal amount of the Notes then outstanding, and any past Default or Event of
Default or  noncompliance  with any  provision  may be waived  with the  written
consent of the Holders of a majority in aggregate  principal amount of the Notes
then  outstanding.  Without  notice to or consent  of any  Holder,  the  parties
thereto  may amend or  supplement  the  Indenture  or the Notes to,  among other
things, cure any ambiguity, defect or inconsistency,  provide for uncertificated
Notes  in  addition  to or in  place  of  certificated  Notes,  comply  with any
requirements of the Commission in order to effect or maintain the  qualification
of the  Indenture  under the TIA or comply with Article Five of the Indenture or
make any other change that does not adversely affect the rights of any Holder of
a Note.

         17. Restrictive Covenants. The Indenture imposes certain limitations on
             ---------------------
the ability of the Company and its  Subsidiaries  to, among other things,  incur
additional  Indebtedness,   pay  dividends  or  make  certain  other  Restricted
Payments,  consummate certain Asset Sales, enter into certain  transactions with
Affiliates,  incur liens,  impose restrictions on the ability of a Subsidiary to
pay  dividends  or make  certain  payments to the Company and its  Subsidiaries,
merge or consolidate  with any other Person or sell,  assign,  transfer,  lease,
convey or  otherwise  dispose of all or  substantially  all of the assets of the
Company.  Such  limitations are subject to a number of important  qualifications
and  exceptions.  Pursuant to Section  4.06 of the  Indenture,  the Company must
annually report to the Trustee on compliance with such limitations.

         18.  Successors.  When a successor assumes, in accordance with the
              ----------
Indenture,  all the  obligations  of its  predecessor  under  the  Notes and the
Indenture, the predecessor, subject to certain exceptions, will be released from
those obligations.

                                      A-5

         19.  Defaults  and  Remedies.  If an Event  of  Default  occurs  and is
              -----------------------
continuing,  the  Trustee  or the  Holders  of not less  than  25% in  aggregate
principal  amount of Notes then  outstanding may declare all the Notes to be due
and  payable  in the  manner,  at the time and with the effect  provided  in the
Indenture. Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee is not obligated to enforce the Indenture
or the Notes unless it has received indemnity reasonably satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate  principal  amount of the Notes then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing  Default or Event of Default (except a
Default  in payment  of  principal  or  interest  when due,  for any reason or a
Default in compliance  with Article Five of the Indenture) if it determines that
withholding notice is in their interest.

         20. Trustee Dealings with the Company and Its Subsidiaries. The Trustee
             ------------------------------------------------------
under the  Indenture,  in its individual or any other  capacity,  may become the
owner  or  pledgee  of Notes  and may  otherwise  deal  with  the  Company,  its
Subsidiaries or their respective Affiliates as if it were not the Trustee.

         21.  No  Recourse  Against  Others.  No  partner,  director,   officer,
              -----------------------------
employee,  member  or  stockholder,  as  such,  of the  Company  shall  have any
liability for any  obligation  of the Company under the Notes,  the Indenture or
the  Registration  Rights Agreement or for any claim based on, in respect of, or
by reason  of,  such  obligations  or their  creation.  Each  Holder of Notes by
accepting a Note waives and releases all such liability.  The waiver and release
are part of the consideration for the issuance of the Notes.

         22.  Authentication.  This Note shall not be valid until the Trustee or
              --------------
Authenticating  Agent manually signs the certificate of  authentication  on this
Note.

         23. Governing Law. This Note and the Indenture shall be governed by and
             -------------
construed in  accordance  with the laws of the State of New York,  as applied to
contracts  made and performed  within the State of New York,  without  regard to
principles of conflict of laws.  Each of the parties  hereto agrees to submit to
the  jurisdiction  of the  courts  of the  State  of New York in any  action  or
proceeding arising out of or relating to this Note.

         24.  Abbreviations  and Defined Terms.  Customary  abbreviations may be
              --------------------------------
used in the  name of a Holder  of a Note or an  assignee,  such  as:  TEN COM (=
tenants  in  common),  TEN ENT (= tenants  by the  entireties),  JT TEN (= joint
tenants  with  right of  survivorship  and not as tenants  in  common),  CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

         25. CUSIP  Numbers.  Pursuant to a  recommendation  promulgated  by the
             --------------
Committee on Uniform Security Identification  Procedures, the Company has caused
CUSIP numbers to be printed on the Notes as a convenience  to the Holders of the
Notes. No  representation  is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.

         The Company will  furnish to any Holder of a Note upon written  request
and  without  charge a copy of the  Indenture,  which has the text of this Note.
Requests  may  be  made  to:  [National  Vision,  Inc.],  296  Grayson  Highway,
Lawrenceville, GA 30045-5737, Attention: General Counsel.

                                      A-6

                                 ASSIGNMENT FORM

         If you the Holder want to assign this Note,  fill in the form below and
have your signature guaranteed:

         I or we assign and transfer this Note to:

- -------------------------------------------------------------

- -------------------------------------------------------------

- -------------------------------------------------------------
(Print or type name, address and zip code and social security
 or tax ID number of assignee)

and irrevocably appoint ________________________, agent to transfer this Note on
the books of the Company. The agent may substitute another to act for him.

Dated:                Signed:
       -------------          ------------------------------------
                              (Sign exactly as your name appears
                              on the other side of this Note)

Signature Guarantee:
                     -------------------------------------------------------

                                      A-7

                      [OPTION OF HOLDER TO ELECT PURCHASE]

         If you  want to  elect  to have  this  Note  purchased  by the  Company
pursuant to Section 4.14 of the Indenture, check the  box:

                      [ ]

         If you want to elect to have only part of this  Note  purchased  by the
Company pursuant to Section 4.14 of the Indenture, state the amount you elect to
have purchased:

$
 -------------------

Dated:
       ________________  ______________________________________________
                          NOTICE: The signature on this assignment
                          must correspond with the name as it appears
                          upon the face of the within Note in every
                          particular without alteration or enlargement
                          or any change whatsoever and be guaranteed.

Signature Guarantee:  ________________________________________

                                      A-8
Exhibit T3E

                         UNITED STATES BANKRUPTCY COURT

                          NORTHERN DISTRICT OF GEORGIA

                                ATLANTA DIVISION

IN RE:                              :       CASE NO. 00-65214 TO 00-65224
                                    :
VISTA EYECARE, INC., F/K/A NATIONAL :       CHAPTER 11
VISION ASSOCIATES, LTD., ET AL.,    :
                                    :       JUDGE JAMES E. MASSEY
                                    :
                           DEBTORS. :       JOINTLY ADMINISTERED
                                    :

                       FIRST AMENDED DISCLOSURE STATEMENT
             TO ACCOMPANY FIRST AMENDED JOINT PLAN OF REORGANIZATION
             UNDER CHAPTER 11, TITLE 11, UNITED STATES CODE FILED BY
         VISTA EYECARE, INC. AND CERTAIN OF ITS DEBTOR SUBSIDIARIES AND
                FIRST AMENDED JOINT PLAN OF REORGANIZATION UNDER
                    CHAPTER 11, TITLE 11, UNITED STATES CODE,
                      FILED BY FRAME-N-LENS OPTICAL, INC.;
                 MIDWEST VISION, INC.; NEW WEST EYEWORKS, INC.;
                    AND CERTAIN OF THEIR DEBTOR SUBSIDIARIES
                    ----------------------------------------

                                            KILPATRICK STOCKTON LLP
                                            Dennis S. Meir
                                            Joel B. Piassick
                                            Michael D. Langford
                                            1100 Peachtree Street
                                            Atlanta, Georgia  30309-4530
                                            Telephone:  (404) 815-6500
                                            Attorneys for the Debtors

                                                    Table of Contents
                                                    -----------------

                                                                                                               Page
                                                                                                               ----
                                                                                                              
I.       INTRODUCTION.............................................................................................1
         A.       Voting Instructions.............................................................................2
         B.       Source of Information and Solicitation of Acceptances...........................................3
         C.       Explanation of Chapter 11.......................................................................4

II.      OVERVIEW OF THE PLANS....................................................................................4

III.     BACKGROUND AND DESCRIPTION OF THE DEBTORS' BUSINESS......................................................8
         A.       Overview........................................................................................8
         B.       History.........................................................................................8
         C.       Vision Center Operations.......................................................................10
         D.       Marketing......................................................................................10
         E.       Manufacturing and Distribution.................................................................10
         F.       Optometrists...................................................................................10
         G.       Agreements in Wal-Mart and Other Host Environments.............................................11
         H.       Competition....................................................................................12
         I.       Employees......................................................................................12
         J.       Trademark and Service Mark.....................................................................12
         K.       Properties.....................................................................................13
         L.       Officers and Directors of Vista................................................................14

IV.      THE CHAPTER 11 CASES....................................................................................14
         A.       Postpetition Financing.........................................................................14
         B.       Employee and Optometric Issues.................................................................16
         C.       Customer Issues................................................................................16
         D.       Official Committee of Unsecured Creditors......................................................16
         E.       Lease Issues...................................................................................17
         F.       Utility Companies..............................................................................18
         G.       Proof of Claim Bar Date........................................................................18
         H.       Plan Exclusivity Periods.......................................................................18
         I.       Asset Purchase and Stock Purchase Agreements...................................................18

V.       SUMMARY OF THE PLANS OF REORGANIZATION..................................................................20
         A.       Classification and Treatment of Administrative Claims, Claims, and Equity Interests
                  Under the Plans................................................................................22
         B.       Administrative Claims..........................................................................22

                                                  Table of Contents
                                                  -----------------

                                                     (continued)

         C.       Professional and Committee Member Compensation and Reimbursement Claims........................23
         D.       Priority Tax Claims............................................................................24
         E.       Class 1-Other Priority Claims..................................................................24
         F.       Class 2-DIP Financing Claims...................................................................25
         G.       Class 3-Other Secured Claims...................................................................25
         H.       Class 4-Convenience Claims.....................................................................26
         I.       Class 5-General Unsecured Claims...............................................................27
         J.       Class 6-Late Claims and Subordinated Claims....................................................28
         K.       Class 7-Intercompany Claims....................................................................28
         L.       Class 8-Equity Interests.......................................................................29
         M.       Unimpaired Classes.............................................................................29
         N.       Impaired Classes...............................................................................29

VI.      MEANS OF IMPLEMENTATION OF THE PLANS....................................................................29
         A.       Substantive Consolidation......................................................................29
         B.       Directors and Officers of the Reorganized Debtor...............................................30
         C.       Securities to be Issued Pursuant to the Plans..................................................30
         D.       Miscellaneous Plan Provisions..................................................................34

VII.     TIMING AND MANNER OF DISTRIBUTIONS UNDER THE PLANS......................................................34
         A.       Effective Date Distribution....................................................................35
         B.       Disputed Claims Reserve........................................................................35
         C.       Subsequent Distribution Date...................................................................36
         D.       Final Distribution Date........................................................................36
         E.       Miscellaneous Distribution Provisions..........................................................37

VIII.    OBJECTIONS TO AND RESOLUTION OF CLAIMS..................................................................37

IX.      TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES...................................................39

X.       CONDITIONS PRECEDENT TO PLAN CONFIRMATION AND EFFECTIVE DATE............................................41

XI.      VOTING ON AND CONFIRMATION OF THE PLANS OF REORGANIZATION...............................................42
         A.       Voting Procedures..............................................................................42

                                                         ii

                                                  Table of Contents
                                                  -----------------

                                                     (continued)

         B.       Confirmation Hearing...........................................................................43
         C.       Requirements for Plan Confirmation.............................................................43
                  1.       CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS.........................................44

                  2.       IMPAIRMENT AND VOTING.................................................................44

                  3.       "BEST INTERESTS" TEST.................................................................44

                  4.       LIQUIDATION ANALYSIS..................................................................45

                  5.       FEASIBILITY.  ........................................................................46

                  6.       CRAMDOWN:.............................................................................46

XII.     EFFECTS OF PLAN CONFIRMATION............................................................................47
         A.       Discharge......................................................................................47
         B.       Vesting........................................................................................47
         C.       Injunction.....................................................................................48
         D.       Releases.......................................................................................48
         E.       Exculpation....................................................................................48
         F.       Miscellaneous Matters..........................................................................49

XIII.    PROJECTIONS AND VALUATION ANALYSIS......................................................................49
         A.       Responsibility for and Purpose of the Projections..............................................49
         B.       Summary of Significant Assumptions.............................................................51
         C.       Special Note Regarding Forward- Looking Statements.............................................54
         D.       Financial Projections..........................................................................55

XIV.     FINANCIAL INFORMATION...................................................................................55

XV.      ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLANS..............................................55

XVI.     CERTAIN RISK FACTORS RELATING TO THE PLANS..............................................................56
         A.       Projected Financial Information................................................................57
         B.       Ability to Refinance Certain Indebtedness and Restrictions Imposed by Indebtedness.............57
         C.       Certain Bankruptcy Law Considerations..........................................................58

                                                         iii

                                                  Table of Contents
                                                  -----------------

                                                     (continued)

XVII.    CERTAIN TAX CONSEQUENCES OF THE PLANS...................................................................59
         A.       Consequences to Creditors......................................................................60
                  1.       TAX SECURITIES........................................................................60

                  2.       CLAIMS AND CONSIDERATION CONSTITUTING TAX SECURITIES..................................60

                  3.       CLAIMS OR CONSIDERATION NOT CONSTITUTING TAX SECURITIES...............................61

                  4.       APPLICATION OF OID RULES..............................................................62

         B.       Consequences to the Debtors....................................................................63
                  1.       CANCELLATION OF INDEBTEDNESS AND REDUCTION OF TAX ATTRIBUTES..........................63

                  2.       ALTERNATIVE MINIMUM TAX...............................................................63

         C.       Additional Tax Considerations for All Claim Holders............................................64
                  1.       DISTRIBUTIONS IN DISCHARGE OF ACCRUED INTEREST........................................64

                  2.       SUBSEQUENT SALE OF NEW SENIOR NOTES OR NEW COMMON STOCK...............................64

                  3.       MARKET DISCOUNT.......................................................................64

XVIII.   SECURITIES LAWS MATTERS.................................................................................65

XIX.     CONCLUSION..............................................................................................65

                                                         iv

                                                  Table of Contents
                                                  -----------------

                                                     (continued)

EXHIBITS:

         Exhibit A   Parent Plan of Reorganization

         Exhibit B   Subsidiaries' Plan of Reorganization

         Exhibit C   Recovery Analysis

         Exhibit E   Liquidation Analysis

         Exhibit F   Projections and Valuation Analysis

         Exhibit G   10-K for Fiscal Year Ended December 30, 2000

                                I. INTRODUCTION

         On  April  5,  2000,   Vista  Eyecare,   Inc.,  f/k/a  National  Vision
Associates,  Ltd.  ("Vista");   International  Vision  Associates,   Ltd.;  NVAL
Healthcare Systems,  Inc.; Vista Optical Express,  Inc.;  Frame-n-Lens  Optical,
Inc. ("FNL");  Midwest Vision, Inc. ("Midwest");  New West Eyeworks,  Inc. ("New
West"); Family Vision Centers, Inc.; Vision Administrators, Inc.; Alexis Holding
Company,  Inc.; and Vista Eyecare  Network,  LLC  (collectively,  the "Debtors")
filed voluntary Chapter 11 petitions with the United States Bankruptcy Court for
the Northern  District of Georgia,  Atlanta Division (the  "Bankruptcy  Court").
Since their  Chapter 11 filings,  the Debtors have  operated  their  business as
debtors-in-possession pursuant to 11 U.S.C. Sections 1107 and 1108.

         Debtors  Midwest;  FNL; and New West are  wholly-owned  subsidiaries of
Vista. Debtors Family Vision Centers, Inc. and Vision  Administrators,  Inc. are
wholly-owned subsidiaries of FNL. Debtors Alexis Holding Company, Inc. and Vista
Eyecare  Network,  LLC  are  wholly-owned  subsidiaries  of  New  West.  Debtors
International Vision Associates,  Ltd., NVAL Healthcare Systems, Inc., and Vista
Optical Express, Inc. are wholly-owned subsidiaries of Vista.

         Thus,  each of the ten  Debtor  Subsidiaries  is  either  a  direct  or
indirect  wholly-owned  subsidiary of Vista,  the corporate  parent.  The Debtor
Subsidiaries are Midwest;  FNL; New West;  Family Vision Centers,  Inc.;  Vision
Administrators,  Inc.; Alexis Holding Company, Inc.; Vista Eyecare Network, LLC;
International Vision Associates,  Ltd.; NVAL Healthcare Systems, Inc.; and Vista
Optical Express, Inc. The Consolidated  Subsidiaries are three of the ten Debtor
Subsidiaries,   specifically   International   Vision  Associates,   Ltd.;  NVAL
Healthcare Systems, Inc.; and Vista Optical Express, Inc.

         Debtors Vista;  International Vision Associates,  Ltd.; NVAL Healthcare
Systems,  Inc.; and Vista Optical  Express,  Inc. have filed with the Bankruptcy
Court their First Amended Joint Plan of  Reorganization  Under Chapter 11, Title
11,  United States Code Filed by Vista  Eyecare,  Inc. and Certain of Its Debtor
Subsidiaries (the "Parent Plan").  Debtors FNL; Midwest; New West; Family Vision
Centers,  Inc.; Vision  Administrators,  Inc.; Alexis Holding Company, Inc.; and
Vista Eyecare Network, LLC have also filed with the Bankruptcy Court their First
Amended Joint Plan of  Reorganization  Under Chapter 11, Title 11, United States
Code  Filed by  Frame-n-Lens  Optical,  Inc.;  Midwest  Vision,  Inc.;  New West
Eyeworks,  Inc.; and Certain of Their Debtor  Subsidiaries  (the  "Subsidiaries'
Plan").  The Parent Plan and the Subsidiaries'  Plan are sometimes  collectively
referred to hereinafter as the "Plans."

         In  connection  with the Plans,  the Debtors  hereby  submit this First
Amended   Disclosure   Statement  to  Accompany  First  Amended  Joint  Plan  of
Reorganization  Under  Chapter 11, Title 11,  United  States Code Filed by Vista
Eyecare,  Inc. and Certain of Its Debtor  Subsidiaries  and First  Amended Joint
Plan of  Reorganization  Under Chapter 11, Title 11, United States Code Filed by
Frame-n-Lens Optical,  Inc.; Midwest Vision, Inc.; New West Eyeworks,  Inc.; and
Certain of Their Debtor Subsidiaries (the "Disclosure Statement") to all holders
of Claims against or Equity Interests in the Debtors pursuant to Section 1125 of
the Bankruptcy Code.

         The purpose of this  Disclosure  Statement is to provide the holders of
Claims  against and Equity  Interests  in the Debtors in these  Chapter 11 Cases
with  information  about the Plans  adequate to enable  such  holders to make an
informed  decision  in  exercising  their  right to vote on the Plans  described
below.  On April 12, 2001, the Bankruptcy  Court conducted a hearing as required
by  Section  1125  of the  Bankruptcy  Code  on the  question  of  whether  this
Disclosure  Statement contains such adequate  information.  At that hearing, the
Bankruptcy  Court  considered  the  issue  of the  adequacy  of  the  Disclosure
Statement and announced  that it would enter an order  approving the  Disclosure
Statement as  containing  "adequate  information"  for  Creditors and holders of
Equity  Interests in accordance with Section 1125(b) of the Bankruptcy Code. The
Bankruptcy Court's approval of the adequacy of the information set forth in this
Disclosure Statement does not constitute an endorsement or recommendation by the
Bankruptcy Court of the substantive provisions of the Plans.

         Capitalized  terms used and not  otherwise  defined in this  Disclosure
Statement shall have the meanings attributed to them in the definitional section
of the Plans.

         Accompanying  this  Disclosure  Statement are copies of: (1) the Parent
Plan,  attached as Exhibit A hereto;  (2) the  Subsidiaries'  Plan,  attached as
Exhibit B hereto; (3) an Order and Notice from the Bankruptcy Court establishing
(a) the time for and manner of filing  acceptances  or  rejections of the Plans,
(b) the date and time of the hearing to consider  confirmation  of the Plans and
related  matters,  and (c) the time for filing  objections to the Plans; and (4)
Ballots for acceptance or rejection of the Plans.

         THE BANKRUPTCY  COURT HAS SCHEDULED A HEARING TO CONSIDER  CONFIRMATION
OF THE PLANS ON MAY 17, 2001,  AT 9:30 A.M.,  IN THE UNITED  STATES  COURTHOUSE,
COURTROOM 1201, 75 SPRING STREET,  S.W.,  ATLANTA,  GEORGIA.  The hearing may be
adjourned from time to time without further notice.

         A.       VOTING INSTRUCTIONS

         After  carefully  reviewing  this  Disclosure  Statement and the Plans,
including all  attachments  thereto,  please  indicate your vote on the enclosed
Ballot or Ballots,  sign the Ballot,  and mail it to  Kilpatrick  Stockton  LLP,
Attention:  VISTA PLAN BALLOTING, 1100 Peachtree Street NE, Suite 2800, Atlanta,
Georgia  30309.  Separate  ballots will be cast with respect to Claims  asserted
against each Debtor.  Voting  results  shall be determined  separately  for each
Debtor. IN ORDER TO BE COUNTED, BALLOTS MUST BE RECEIVED BY MAY 14, 2001.

         THE  PLANS OF  REORGANIZATION  HAVE  BEEN  PREPARED  WITH THE INPUT AND
ASSISTANCE  OF  THE  OFFICIAL   COMMITTEE  OF  UNSECURED   CREDITORS  AND  THEIR
PROFESSIONAL LEGAL AND FINANCIAL ADVISORS. THE DEBTORS AND THE COMMITTEE BELIEVE
THAT  ACCEPTANCE  OF THE PLANS IS IN THE BEST  INTERESTS  OF ALL  CREDITORS  AND
RECOMMEND THAT CREDITORS VOTE TO ACCEPT THE PLANS.

                                       2

         A holder of a Claim,  in order to vote on the Plans,  must have filed a
proof of  claim  on or prior to the  December  15,  2000  Bar  Date,  except  as
otherwise ordered by the Bankruptcy Court, unless the Claim was scheduled by the
Debtors  and was  not  listed  by the  Debtors  in the  Schedules  as  disputed,
liquidated  or  contingent.  A holder of a Claim or Equity  Interest may vote to
accept  or  reject  the  Plan by  filling  out and  mailing  in the  ballot  for
acceptance or rejection of the Plan. Holders of Claims that have been disallowed
as of the  Confirmation  Hearing  under  Section 502 of the  Bankruptcy  Code or
Federal Rule of Bankruptcy  Procedure  3018 will not be permitted to vote on the
Plans.

         Whether a holder of a Claim or  Equity  Interest  votes on the Plans or
not, such Person will be bound by the terms and treatment set forth in the Plans
if the Plans are confirmed by the  Bankruptcy  Court.  Allowance of any Claim or
Equity  Interest for voting  purposes,  or  disallowance  of any Claim or Equity
Interest for voting purposes, does not necessarily mean that all or a portion of
the Claim or Equity  Interest  will be Allowed or  disallowed  for  distribution
purposes under the Plans that are confirmed.

         As a Creditor,  your vote on the Plans is  important.  In order for the
Plans to be accepted and thereafter  confirmed by the  Bankruptcy  Court without
resort to the "cramdown" provisions of the Bankruptcy Code, as described in more
detail later in this  Disclosure  Statement,  votes  representing  a majority in
number  and at least  two-thirds  (2/3) in amount of Claims  Allowed  for voting
purposes and voting in each  Impaired  Class with  respect to each Debtor,  must
vote to accept the Plans. If you have a Claim that is classified in the Plans as
being in an Impaired Class (as explained  later in this  Disclosure  Statement),
you are urged to fill in, date,  sign,  and mail  promptly the enclosed  Ballot.
Please be sure to complete  properly the form Ballot and to identify legibly the
name of each holder of a Claim.

         This  Disclosure  Statement is intended to assist the holders of Claims
and Equity  Interests  in  evaluating  the Plans and in  determining  whether to
accept or reject  the Plans.  Acceptance  or  rejection  of the Plans may not be
solicited  unless a copy of this  Disclosure  Statement is furnished prior to or
concurrently with such solicitation.

         You should read this Disclosure  Statement  before voting on the Plans.
This Disclosure  Statement summarizes certain terms of the Plans, but the actual
Plans will be the governing  document.  If any inconsistency  exists between the
Plans and the Disclosure Statement, the terms of the Plans are controlling.

         B. SOURCE OF INFORMATION AND SOLICITATION OF ACCEPTANCES

         NO REPRESENTATIONS CONCERNING THE DEBTORS, PARTICULARLY AS TO THE VALUE
OF THEIR  ASSETS OR THE VALUE OF ANY  DISTRIBUTIONS  TO BE MADE UNDER THE PLANS,
OTHER THAN THOSE AS SET FORTH IN THIS DISCLOSURE STATEMENT, ARE AUTHORIZED.  ANY
REPRESENTATIONS  OR INDUCEMENTS MADE TO SECURE YOUR ACCEPTANCE OF THE PLANS THAT
ARE OTHER THAN AS CONTAINED IN THIS DISCLOSURE  STATEMENT ARE NOT AUTHORIZED AND
SHOULD NOT BE RELIED  UPON BY YOU IN  ARRIVING  AT YOUR  DECISION,  AND ANY SUCH
ADDITIONAL  REPRESENTATIONS  OR INDUCEMENTS  SHOULD BE REPORTED TO THE ATTORNEYS
FOR THE DEBTORS WHO, IN TURN,  MAY DELIVER SUCH  INFORMATION  TO THE  BANKRUPTCY
COURT FOR SUCH ACTION AS MAY BE DEEMED APPROPRIATE.

                                       3

         The  information  contained  herein has been derived from sources which
the Debtors believe to be the most reliable available.  However, the information
has not been independently verified in every instance. Although every reasonable
effort  has been  made to  accumulate  and  present  accurate  information,  the
accuracy of the information  contained  herein cannot be guaranteed.  Certain of
the  information  is,  by  its  nature,  necessarily  speculative  and  contains
estimates and assumptions which may not occur.

         The information  contained in this  Disclosure  Statement is made as of
the date hereof,  unless  another time is specified,  and the Debtors  assume no
obligation to update it. No representations  concerning the Debtors,  the extent
of their liabilities,  the value of their properties and assets, or the value of
any distributions  offered to holders of Claims in connection with the Plans are
authorized except as specifically denominated in this Disclosure Statement.

         This  Disclosure  Statement  may not be relied on for any purpose other
than to determine how to vote on the Plans,  and nothing  contained herein shall
constitute  an  admission  of any fact or  liability,  or be  admissible  in any
proceeding  involving the Debtors or any other party,  or be deemed to be advice
on the tax or other legal effects of the Plans.

         C. EXPLANATION OF CHAPTER 11

         Chapter 11 is the principal  reorganization  chapter of the  Bankruptcy
Code. The formulation and confirmation of a  reorganization  plan is the primary
goal of a Chapter 11 case. A reorganization  plan is the vehicle for satisfying,
to the extent possible, the Claims against and Equity Interests in the Debtors.

                           II. OVERVIEW OF THE PLANS

         Debtors Midwest Vision, Inc.;  Frame-n-Lens Optical, Inc.; and New West
Eyeworks,  Inc. are  wholly-owned  subsidiaries of Vista Eyecare,  Inc.  Debtors
Family Vision Centers,  Inc. and Vision  Administrators,  Inc. are  wholly-owned
subsidiaries of Frame-n-Lens  Optical, Inc. Debtors Alexis Holding Company, Inc.
and  Vista  Eyecare  Network,  LLC are  wholly-owned  subsidiaries  of New  West
Eyeworks,  Inc. Debtors  International Vision Associates,  Ltd.; NVAL Healthcare
Systems, Inc.; and Vista Optical Express, Inc. are wholly-owned  subsidiaries of
Vista Eyecare, Inc.

         Thus,  each of the ten  Debtor  Subsidiaries  is  either  a  direct  or
indirect wholly-owned  subsidiary of Vista Eyecare,  Inc., the corporate parent.
The Debtor Subsidiaries are Midwest Vision, Inc.;  Frame-n-Lens  Optical,  Inc.;
New West Eyeworks,  Inc.; Family Vision Centers,  Inc.;  Vision  Administrators,
Inc.; Alexis Holding Company,  Inc.; Vista Eyecare Network,  LLC;

                                       4

International Vision Associates,  Ltd.; NVAL Healthcare Systems, Inc.; and Vista
Optical Express, Inc.

         The Parent Plan is proposed by Vista  Eyecare,  Inc. and certain of the
Debtor Subsidiaries,  specifically Vista Optical Express,  Inc.; NVAL Healthcare
Systems,  Inc.; and International Vision Associates,  Ltd. (defined in such Plan
as  the  "Consolidated   Subsidiaries").   The  Parent  Plan  provides  for  the
substantive  consolidation of the Consolidated  Subsidiaries with and into Vista
Eyecare,  Inc. as the Reorganized Debtor.  Substantive  consolidation means that
the assets of all of the Debtors are placed in a single estate, rather than kept
separate,  and that  Creditors of all of the Debtors  have a Claim  against that
single estate, as opposed to retaining their Claims against only the Debtor that
is  obligated  to them.  Substantive  consolidation  is discussed in more detail
later in the "Means of  Implementation  of the Plans" section of this Disclosure
Statement.  The Subsidiaries'  Plan is proposed by Frame-n-Lens  Optical,  Inc.;
Midwest Vision, Inc.; New West Eyeworks, Inc.; and certain of their wholly-owned
subsidiaries,  specifically Family Vision Centers,  Inc.; Vision Administrators,
Inc.; Alexis Holding Company, Inc.; and Vista Eyecare Network, LLC.

         In order to maximize the value of the Debtors'  business,  which inures
to the  benefit  of all  Creditors,  two Plans  have been  filed.  However,  the
treatment  afforded  to  Creditors  under both Plans is  identical  except  that
Creditors under the Subsidiaries' Plan will receive their distributions two days
after their counterparts  under the Parent Plan. In general,  distributions will
be made to Creditors  under the Plans on the Effective  Date. The Effective Date
under the  Subsidiaries'  Plan is two days  after the  Effective  Date under the
Parent Plan. The  distributions  to Creditors under both Plans will be the same.
The two Effective Dates will enable the Debtors to maximize the overall value of
the business, for the benefit of all Creditors.

         The Debtors intend to dispose of their free-standing  vision centers in
malls and strip centers  prior to  confirmation  of the Plans.  The Debtors will
either  assume and assign to  another  party the leases for their  free-standing
stores  as part  of an  asset  sale,  (as  discussed  later  in this  Disclosure
Statement) or reject those leases.  After  confirmation,  Vista,  as Reorganized
Debtor,  will  operate  vision  centers  in host store  environments,  including
Wal-Mart and Fred Meyer, and at selected military installations.  The leases and
license agreements related to the host stores will be assumed by Vista. Wal-Mart
has recently expressed concern about the Debtors'  compliance with certain terms
of the license agreement, though Wal-Mart has not issued any notices of default.
The  Debtors  believe  that they are in material  compliance  with the terms and
conditions of the Wal-Mart license agreement.

         Consistent with the agreement to sell the free-standing vision centers,
Vista, as Reorganized  Debtor, will discontinue the use of the "Vista" name over
a period of 18 months.  Vista, as Reorganized  Debtor, will change its corporate
name  to  National  Vision  Associates,  Inc.  (or  such  other  name  as may be
designated by Vista) on the Effective Date of the Parent Plan.

                                       5

         The  chart  shown  below  briefly  summarizes  the  classification  and
treatment of Claims and Equity  Interests  under both  Plans.1 The  distributive
amounts to  Creditors  are the same under both Plans,  with the  Effective  Date
under the  Subsidiaries'  Plan being two days after the Effective Date under the
Parent Plan.

                TYPE OF CLAIM OR                                                ESTIMATED CLAIM       ESTIMATED
   CLASS         EQUITY INTEREST                   TREATMENT                        AMOUNT            RECOVERY
                                                                                             
    ___       Administrative Claims  Unimpaired; paid in full when           Administrative             100%
                                     Allowed, in Cash, on the Effective      Claims are generally
                                     Date, or in accordance with the terms   being paid by the
                                     and conditions of transactions or       Debtors in the
                                     agreements relating to obligations      ordinary course of
                                     incurred in the ordinary course of      business.
                                     business during the pendency of the
                                     Chapter 11 Cases or assumed by the
                                     Debtors in Possession.

    ___       Priority Tax Claims    Unimpaired; at the option of the        $100,000                   100%
                                     Debtors either (i) paid in full when
                                     Allowed, in Cash on the Effective
                                     Date, or (ii) paid over a six-year
                                     period from the date of assessment as
                                     provided in Section 1129(a)(9)(c) of
                                     the Bankruptcy Code with interest at
                                     the statutory rate provided for under
                                     applicable federal, state or local
                                     law.

     1        Other Priority Claims  Unimpaired; paid in full in Cash when   de minimis                 100%
                                     Allowed on the Effective Date.

     2        DIP Financing Claims   Unimpaired; paid in full in Cash on     $12.9 million              100%
                                     the Effective Date.

________________________________

         1 This chart is only a summary of the  classification  and treatment of
Claims and Equity  Interests  under the Plans.  Reference  should be made to the
entire  Disclosure  Statement,   particularly  the  "Summary  of  the  Plans  of
Reorganization"  section, and the actual Plans for a complete description of the
classification and treatment of Claims and Equity Interests.

                                       6

                TYPE OF CLAIM OR                                                ESTIMATED CLAIM       ESTIMATED
   CLASS         EQUITY INTEREST                   TREATMENT                        AMOUNT            RECOVERY
                                                                                             
     3        Other Secured Claims   Unimpaired; at the option of the        de minimis                 100%
                                     Debtors to be (i) reinstated by
                                     curing all outstanding defaults with
                                     all legal, equitable, and contractual
                                     rights remaining unaltered, (ii) paid
                                     in full, in Cash, plus any interest
                                     required to be paid pursuant to
                                     Section 506(b) of the Bankruptcy
                                     Code, on the Effective Date, or (iii)
                                     fully and completely satisfied by
                                     delivery or retention of the
                                     Collateral securing the Other Secured
                                     Claim and payment of any interest
                                     required to be paid pursuant to
                                     Section 506(b) of the Bankruptcy Code.

     4        Convenience Claims     Impaired; maximum Allowed Claim         $400,000                    75%
                                     amount in this Class is $1,500;
                                     distribution of 75% of Allowed Claim
                                     up to $1,125 ($1,500 x 75%) on the
                                     later of (i) the Effective Date and
                                     (ii) 30 days after the date on which
                                     such Claim becomes an Allowed Claim

     5        General Unsecured      Impaired; distribution of Pro Rata      $175,000,0002          83%3
              Claims                 share of 5,000,000 shares of New
                                     Common Stock and up to  $120,000,000 of New
                                     Senior  Notes  on  the  later  of  (i)  the
                                     Effective  Date and (ii) 30 days  after the
                                     date on which such Claim becomes an Allowed
                                     Claim.

________________________________

         2 General Unsecured Claims scheduled by the Debtors total approximately
$168  million.  General  Unsecured  Claims filed with the  Bankruptcy  Court are
approximately $188 million.

         3 For  an  analysis  of  the  estimated  recovery,  see  the  "Recovery
Analysis" of this Disclosure Statement attached as Exhibit C.

                                       7

                TYPE OF CLAIM OR                                                ESTIMATED CLAIM       ESTIMATED
   CLASS         EQUITY INTEREST                   TREATMENT                        AMOUNT            RECOVERY

     6        Late Claims  and       Impaired; no distribution shall be      Unknown                     0%
              Subordinated Claims    made.

     7        Intercompany Claims    Impaired; no distribution shall be                                  0%
                                     made.
     8        Equity Interests       Impaired; no distribution shall be      N/A                         0%
                                     made, and all existing Equity
                                     Interests will be canceled.

            III. BACKGROUND AND DESCRIPTION OF THE DEBTORS' BUSINESS

         A. OVERVIEW

         The  Debtors  are a  retail  optical  enterprise,  currently  operating
approximately  725 vision centers  throughout the United States and Mexico.  The
Debtors  operate  499 of  their  vision  centers  in host  departments,  such as
Wal-Mart,  Wal-Mart  de  Mexico,  and Fred Meyer  locations.  The  Debtors  also
currently  operate more than 200 vision centers in free-standing  locations such
as malls and strip  centers.  The Debtors'  vision  centers sell a wide range of
optical products,  including  eyeglasses,  contact lenses, and sunglasses.  Most
locations are adjacent to or contain the office of an  independent  optometrist.
To support their retail operations, the Debtors also operate three manufacturing
and distribution centers.

         B. HISTORY

         Vista Eyecare,  Inc. was founded as National  Vision  Associates,  Ltd.
("NVAL") in 1990, when it entered into a master license  agreement with Wal-Mart
Stores, Inc. ("Wal-Mart"). The original agreement gave NVAL the right to operate
75 vision centers in Wal-Mart  stores.  The agreement was expanded for up to 190
vision centers in 1992. The Wal-Mart agreement was expanded for up to 400 stores
in 1994.

         Between  1992 and 1994,  NVAL  expanded  into other host  locations  in
Canada,  Mexico,  and France.  From 1994 to 1996, the company exited all markets
outside of the core Wal-Mart relationship.

         In late 1997,  the company made a strategic  decision to diversify  the
revenue base through acquisitions in the free-standing  optical market.  Between
October 1997 and October 1998, the company  acquired three  prominent  chains in
the free-standing optical market:

                                       8

         Midwest was acquired in October 1997 with 51 retail optical  centers in
Minnesota,  Wisconsin, Iowa, and North Dakota. The acquired optical centers were
in free-standing locations, such as malls and strip centers.

         FNL was  acquired in July 1998 with  approximately  280 retail  optical
centers in 23 states,  mainly in the western United  States.  150 vision centers
were in  free-standing  locations and more than 100 vision  centers were in host
locations, including Sam's Club and Wal-Mart stores.

         New West was  acquired in October  1998 with  approximately  175 retail
optical centers in 13 states. More than 120 vision centers were in free-standing
locations  and more  than 50 host  vision  centers  were in Fred  Meyer  stores.
Following the acquisitions, NVAL changed its name to "Vista Eyecare, Inc."

         To fund the  acquisitions,  Vista issued $125 million in senior  notes,
due 2005 (the "Senior  Notes") in October 1998. All of the Debtor  Subsidiaries,
except for Vista Optical Express, Inc., are guarantors of the indebtedness under
the Senior  Notes.  The Senior Notes bear  interest of 12.75% per annum and were
issued pursuant to an indenture (the "Senior Note  Indenture")  which contains a
variety of customary  provisions and  restrictions.  Interest payments under the
Senior  Notes are due on April 15 and October 15 of each year.  The Senior Notes
constitute  general unsecured  obligations of Vista. At the time NVAL issued the
Senior Notes,  it also entered into a $25 million  secured credit  facility with
First Union National Bank ("First Union") and Bank of America, FSB ("BOA").

         Sales  shortfalls  in  the  free-standing  stores  caused  pressure  on
earnings and liquidity.  In October 1999, Vista announced that,  because of slow
sales in its recently acquired businesses, it would use the allowed 30-day grace
period for making the interest payment due on the Senior Notes.

         In November 1999, Vista replaced its prior secured credit facility with
First Union and BOA with a new $25 million secured credit facility with Foothill
Capital Corporation (the "Foothill  Prepetition Credit Facility").  The Foothill
Prepetition  Credit Facility  consisted of a $12.5 million term loan and a $12.5
million revolver.  The proceeds of the Foothill Prepetition Credit Facility were
used for making,  within the 30-day grace period,  the interest payment that had
been due on  October  15,  1999,  under the  Senior  Notes  and other  corporate
purposes.  All  obligations  of Vista  under  the  Foothill  Prepetition  Credit
Facility were guaranteed by the ten Debtor Subsidiaries.

         The Debtors  continued to experience  weak sales and cash flow problems
with the free-standing  stores throughout early 2000. After failing to negotiate
an out-of-court  restructuring  with the holders of the Senior Notes, and having
liquidity restricted under the Foothill Prepetition Credit Facility, the Debtors
were forced to file for  protection  under  Chapter 11 on April 5, 2000.  At the
time of the Chapter 11 filings,  the total  indebtedness on the Senior Notes was
approximately $132.5 million, including $7.5 million of accrued interest.

                                       9

         C. VISION CENTER OPERATIONS

         The Debtors'  vision centers  typically  occupy between 1,000 and 1,500
square feet,  including areas for merchandise  display,  customer  service,  and
contact lens fitting.  Each vision center  maintains  inventory of approximately
1,000 eyeglass frames and 550 pairs of contact lenses, along with sunglasses and
other  optical  accessories.  The Debtors'  three optical  laboratories  deliver
prescription  eyewear to all of their vision centers. The vision centers located
in Wal-Mart typically have a finishing  laboratory,  which allows for the vision
center to provide one-hour service for most single vision  prescription  lenses.
These vision  centers carry  inventory of  approximately  725 pairs of spectacle
lenses.

         D. MARKETING

         The  Debtors  use  both  print  and  radio  advertising  in  conducting
marketing  campaigns.  The  company is  positioned  in the value  segment of the
optical retail industry.

         E. MANUFACTURING AND DISTRIBUTION

         The Debtors operate three  manufacturing  and distribution  facilities,
which  supply  substantially  all  requirements  of their  vision  centers.  The
facilities  are located in  Lawrenceville,  Georgia (this facility also includes
the  central  administrative  offices of  Vista);  Fullerton,  California  (this
facility also includes administrative  offices); and St. Cloud, Minnesota.  Each
vision  center  located in Wal-Mart  stores (with the  exception of seven vision
centers acquired in 1998) has its own finishing  laboratory,  which manufactures
lenses for approximately half of all customers purchasing spectacle lenses.

         The Debtors' distribution centers provide lens blanks,  frames, contact
lenses,  and  sunglasses to their vision  centers.  The Debtors use an overnight
delivery service to ship completed orders and replenishment  items to the vision
centers.  The  distribution   centers  and  the  manufacturing   facilities  are
interfaced with the Debtors' management information system.

         F. OPTOMETRISTS

         The  proximity of licensed  optometrists  to a retail  optical store is
critical to the financial  performance of that store. The Debtors strive to have
an optometrist on at least a part time basis at most of their  locations.  These
optometrists  are typically  independent from the Debtors and lease a portion of
their locations for an eye examination  facility.  The Debtors  generally charge
rent to optometrists, in exchange for the use of the premises and the equipment,
which is provided. The Debtors' agreement with Wal-Mart requires them to have an
optometrist on duty at least 48 hours each week. The Debtors' relationships with
optometrists are subject to extensive regulation.

                                       10

         G. AGREEMENTS IN WAL-MART AND OTHER HOST ENVIRONMENTS

         The Debtors have agreements in place,  which govern their operations in
host  environments,  such as Wal-Mart.  Typically,  each agreement is for a base
term,  followed by an option to renew.  The  agreements  provide for payments of
minimum and percentage  rent, and also contain  customary  provisions for leased
department  operations.  The table below sets forth key data about each of these
agreements:

            LOCATION                    NO. OF UNITS             LENGTH OF          LENGTH OF
               OF                           AS OF                BASE TERM         OPTION TERM
         VISION CENTERS               DECEMBER 30, 2000         (IN YEARS)          (IN YEARS)
         --------------               -----------------         ----------          ----------
                                                                               
Wal-Mart (a)                                 395                     9                  3
Fred Meyer                                   56                      5                  5
Wal-Mart de Mexico (b)                       27                      5                  2
Military Bases                               19                   2 or 5                0
- -------------------
(a) The Debtors also operate two additional Wal-Mart stores, which operate under
individual leases.

(b) An  indirect,  non-debtor  foreign  subsidiary  of Vista is the party to the
agreement with Wal-Mart de Mexico.

         The  agreement  with  Wal-Mart  gives the  Debtors the right to open at
least 400 vision  centers,  including  those  already open.  The agreement  with
Wal-Mart  also  provides  that,  if  Wal-Mart   converts  its  own  store  to  a
"supercenter"  (a store which  contains a grocery  department in addition to the
traditional  Wal-Mart store offering) and relocates the vision center as part of
the conversion, the term of the lease begins again.

         The  Debtors  exercised  their  option to renew  leases for 44 Wal-Mart
vision centers in 2000. The base term for 50 vision centers expires in 2001. The
Debtors  expect  to renew  the  leases  for most,  if not all,  of these  vision
centers.

         The agreement with Wal-Mart de Mexico provides that each party will not
deal with other parties to operate leased  department  vision centers in Mexico.
This  agreement  also permits each party to terminate  the lease for each vision
center  which  fails  to  meet  minimum  sales  requirements  specified  in  the
agreement.  Under the  agreement  with  Wal-Mart de Mexico,  Vista's  non-debtor
foreign subsidiary has two options for two-year renewals,  and one option for an
additional one-year renewal, for each vision center.

         The Debtors  operate  leased vision  centers in the Northwest in stores
owned by Fred Meyer  pursuant to a master license  agreement  which provides for
minimum and percentage rent and other  customary terms and conditions.  The term
of the agreement is for five years, expiring December 31, 2003, with a five-year
option.  The  agreement  with Fred Meyer  obligates  the Debtors to exercise the
renewal option as to all or none of these locations,  with the exception of five
stores which are covered by a separate agreement.  This option must be exercised
in 2003.

                                       11

         The  Debtors  currently  operate 19 vision  centers on  military  bases
throughout  the United States.  These stores  operate under the "Vista  Optical"
name and are located in mall-like  locations in the Army and Air Force  Exchange
Service and the Navy Exchange Service  Centers.  Over the course of the last ten
years,  the military has  continued to bring  private  industry  into their base
exchanges.  Similar to operations in other host environments,  the Debtors' rent
calculation  is  primarily  based  on sales  and is  payable  to the  respective
military  exchanges.  The Debtors plan to continue to seek opportunities to open
stores on larger bases in the future.

         H. COMPETITION

         The retail  eyecare  industry  is  extremely  competitive.  The Debtors
compete with national,  regional, and local providers.  The Debtors believe that
they have numerous competitive advantages, such as everyday low pricing, product
selection, and quality and consistency of service.

         The Debtors  also  compete  for managed  care  business.  The  Debtors'
competition  for this business is principally  the larger  national and regional
optical  firms.  Competition  for this  business  is driven by size of  provider
network,  quality  and  consistency  of  service,  and  pricing  of vision  care
services.

         Several  of  the  Debtors'   competitors  have  significantly   greater
financial resources than do the Debtors. As a result, competitors may be able to
engage in extensive and prolonged price  promotions,  which may adversely affect
the Debtors' business.

         I. EMPLOYEES

         The  Debtors  currently  employ  approximately  2,800  associates  on a
full-time  basis  and  approximately  1,200  associates  on a  part-time  basis.
Following the sale of the free-standing stores, these figures are expected to be
approximately  2,100 and 900,  respectively.  Approximately 85% of employees are
engaged in retail sales, 9% in laboratory and distribution operations, and 6% in
management and  administration.  Apart from the retail employees in Mexico, none
of the Debtors' employees are governed by any collective bargaining  agreements.
The Debtors believe that their employment relations are generally good.

         J. TRADEMARK AND SERVICE MARK

         The  Debtors   use  the  "Vista   Optical"   name  to  identify   their
free-standing  vision centers, as well as those vision centers operating in Fred
Meyer locations.  The vision centers in Fred Meyer will be renamed over a period
not greater than 18 months following the sale of the free-standing  stores.  The
Debtors' vision centers in Wal-Mart are identified as the "Vision Center located
in  Wal-Mart."  Vista  has also  licensed  the  right  to use the "Guy  Laroche"
trademark for certain  optical goods.  The agreement with Guy Laroche expires on
December 31, 2001, but can be renewed at the Debtors' option.

                                       12

         K. PROPERTIES

         The Debtors'  vision centers in host locations as of December 30, 2000,
are in various states and Mexico, as follows:

       LOCATION            TOTAL                  LOCATION              TOTAL
       --------            -----                  --------              -----
       Alabama                 9               New Hampshire              4
        Alaska                12                 New Jersey              13
       Arizona                14                 New Mexico              10
      California              96                  New York               26
       Colorado                8               North Carolina            56
     Connecticut              10                North Dakota              4
       Florida                 5                   Oregon                32
       Georgia                37                Pennsylvania             18
        Hawaii                 4               South Carolina            11
        Idaho                  4                South Dakota              1
        Kansas                10                  Tennessee               2
       Kentucky                1                    Texas                 7
      Louisiana                2                  Virginia               23
        Maine                  1                 Washington              26
       Maryland                3                West Virginia             7
    Massachusetts              5                   Wyoming                1
      Minnesota                1
       Montana                 2                   Mexico                27
        Nevada                 7

                  The Debtors' corporate headquarters in Lawrenceville,  Georgia
is located in a 66,000  square  foot  building,  which  includes a  distribution
center and lens  laboratory.  The building is subleased  from  Wal-Mart  through
2001. The Debtors have an option to renew this lease for seven years.

         The Debtors have regional  facilities  located in St. Cloud,  Minnesota
and Fullerton,  California. The 20,000 square foot St. Cloud facility is subject
to a lease that  expires in October  2007.  The  45,000  square  foot  Fullerton
facility is subject to a lease that  expires in August  2006.

                                       13

The Debtors  also have an option to extend the  Fullerton  lease for five years.
Both facilities contain optical laboratories.

         L. OFFICERS AND DIRECTORS OF VISTA

         The current executive officers of Vista are as follows:

NAMES                                                                  TITLE
- -----                                                                  -----
                                
James W. Krause                    Chief Executive Officer, President, and Chairman of the Board
Angus C. Morrison                  Senior Vice President, Chief Financial Officer
Mitchell Goodman                   Senior Vice President, General Counsel, and Secretary
Charles M. Johnson                 Senior Vice President, Lens Manufacturing and Distribution
Eduardo A. Egusquiza               Senior Vice President, Information Technology
Michael J. Boden                   Executive Vice President, Retail Operations
Michael C. Thomas                  Vice President, Vista Retail Operations
Richard D. Anderson                Senior Vice President, Real Estate
Robert W. Stein                    Senior Vice President, Human Resources/Professional Services
Peter T. Socha                     Senior Vice President, Strategic Planning
Timothy W. Ranney                  Vice President, Corporate Controller

         The current  directors of Vista are James W.  Krause,  Ronald J. Green,
James E. Kanaley, and Peter T. Socha.

                            IV. THE CHAPTER 11 CASES

         The  Debtors  filed  their  Chapter  11 Cases on  April  5,  2000.  The
Bankruptcy  Court has  entered  orders  in these  Chapter  11 Cases  authorizing
Kilpatrick Stockton LLP to serve as counsel for the Debtors, Arthur Andersen LLP
to serve as accountant for the Debtors,  and McDonald  Investments Inc. to serve
as financial advisor for the Debtors.

         A. POSTPETITION FINANCING

         The  Debtors   negotiated  and  documented  a  postpetition   financing
agreement  (the  "DIP  Credit  Facility")  with  Foothill  Capital   Corporation
("Foothill") that provides up to $25 million in revolving  advances,  letters of
credit, and term loans for the Debtors to operate their business.(4)

________________________

         4  The  DIP  Credit  Facility  with  Foothill   replaced  the  Foothill
Prepetition Credit Facility.  The Debtors paid professional  fees,  organization
fees,  and waiver fees of $500,000 to convert the  previous  facility to the DIP
Credit Facility.

                                       14

Availability for revolving advances is limited by the lesser of: (i) $25 million
less the  outstanding  balance of any term loans and the  aggregate  outstanding
balance of all undrawn or  unreimbursed  letters of credit;  or (ii) a borrowing
base  formula  less  the  aggregate   outstanding  balance  of  all  undrawn  or
unreimbursed letters of credit.  Undrawn or unreimbursed letters of credit shall
not exceed $3 million,  or some lesser  amount based upon a formula set forth in
the DIP Credit  Facility.  The DIP Credit Facility  provides for two term loans.
The first term loan is in the amount of $2.5 million. The second term loan is in
the amount of $10 million.

         The  Debtors  have been and are using the  advances  for the  following
purposes: to refinance  pre-petition claims and obligations owed to Foothill; to
fund ongoing  working  capital  needs of the Debtors,  including  the funding of
issued and  outstanding  letters of credit;  to finance the capital  expenditure
needs of the  Debtors;  to pay  fees,  costs,  expenses,  and  disbursements  to
professionals  retained by the Debtors and the  Official  Committee of Unsecured
Creditors and expenses of its members,  as approved by the Bankruptcy Court, and
bankruptcy-related  charges as allowed by the Bankruptcy  Court and as permitted
by the loan documents for the DIP Credit Facility;  and to pay fees and expenses
(including, without limitation, reasonable attorneys' fees and expenses) owed to
Foothill under the DIP Credit Facility.

         Interest on  revolving  advances  is  calculated  using a formula.  The
approximate  interest rate for revolving loans based upon Eurodollar advances is
11.5% per annum. Revolving advances not based upon the Eurodollar are based upon
an adjusted  reference rate, which was 10.25% at the Petition Date. The interest
rate on the term loans is 15% per annum.  Default rate  interest is 4% above the
applicable  rate for revolving  advances,  2% above the applicable rate for term
loan advances, and 2% above the letter of credit fee.

         The DIP Credit  Facility  provides  for  certain  fees,  including  the
following:  a prepayment fee of 1% of the  outstanding  portion of the revolving
and term loans; a loan servicing fee of $3,000 per month;  an unused line fee of
0.5% per  annum;  and a letter of credit  fee in the amount of 1.5% per annum of
the  aggregate  undrawn  amount of all  letters of credit  during the  preceding
month.  Fees charged in connection with Foothill's  commitment to enter into the
DIP Credit  Facility  include a fee of $500,000 and payment of default  interest
for the months of February and March, 2000, in the amount of $68,000.

         The DIP Credit Facility terminates on May 31, 2001, or earlier upon the
occurrence of certain  conditions,  such as the sale of all or substantially all
of the  Debtors'  assets,  the  confirmation  of a plan,  the  appointment  of a
trustee,  the  conversion  of the Chapter 11 Cases to Chapter 7, or a qualifying
event of default.

         Pursuant to Sections  364(c) and (d) of the  Bankruptcy  Code,  the DIP
financing with Foothill has priority over any and all  administrative  expenses,
except for certain carve-out expenses and certain permitted liens and is secured
by a first  priority  security  interest  in, and lien upon,  all  existing  and
hereafter acquired property of the Debtors and the Debtors' Estates,  except for
certain assets such as bankruptcy  avoidance actions, as more fully described in
the DIP Credit Facility.

                                       15

         As  of  January  31,  2001,   the  Debtors  had  borrowed  a  total  of
approximately $12.9 million under the DIP Credit Facility.

         B. EMPLOYEE AND OPTOMETRIC ISSUES

         Because a delay in paying  prepetition  claims,  or the dishonor of any
payments,  to and on behalf of employees and optometrists at the Debtors' vision
centers  would have damaged the Debtors'  relationships  with its  employees and
optometrists at a time when their support was particularly critical, the Debtors
filed a motion on the  Petition  Date to permit the payment of such  prepetition
claims.  Recognizing  the  importance  of the  Debtors'  relationship  with  its
employees and optometrists,  the Bankruptcy Court entered an order granting this
motion.  The Debtors also  instituted,  and the Bankruptcy  Court  approved,  an
employee severance program.

         Shortly  after the Petition  Date,  the Debtors also sought  Bankruptcy
Court approval of a retention  program (the "Retention  Program") for designated
key employees,  including certain managers,  directors,  and executives who were
actively  employed by the  Debtors at the time of the  Chapter 11  filings.  The
retention  program  covers  more  than 900  individuals  and has six  levels  of
participants, specifically retail managers, support managers, district managers,
directors of operations,  vice presidents, and senior management (the "Retention
Participants").   The  Bankruptcy  Court  subsequently   approved  the  Debtors'
Retention  Program.  The Bankruptcy Court has also approved a modified  employee
retention program for senior management (the "Modified Retention Program").  The
Modified Retention Program has two award components,  the first of which is tied
to the  Debtors'  performance  measured  by  earnings  before  interest,  taxes,
depreciation,  and amortization  ("EBITDA"),  and the second of which is tied to
the Debtors'  emergence from Chapter 11 upon confirmation of a plan. The Debtors
believe that the Retention Program and the Modified  Retention Program have been
and are necessary to maximize the effectiveness of the Retention Participants in
maintaining   the   business  of  the  Debtors   and   achieving  a   successful
reorganization.

         C. CUSTOMER ISSUES

         The success and ultimate viability of the Debtors' business  operations
are dependent upon customer loyalty. In an effort to maintain customer goodwill,
the Debtors filed a motion on the Petition Date seeking authority to honor their
prepetition  obligations  with  respect to various  customer  service  programs,
including  honoring gift certificates,  coupons,  and special order deposits and
providing refunds. The Bankruptcy Court entered an order approving this relief.

         D. OFFICIAL COMMITTEE OF UNSECURED CREDITORS

         On April 18, 2000, the United States Trustee  constituted  the Official
Committee of Unsecured  Creditors of the Debtors (the "Committee") and appointed
Sola  Optical USA,  Inc.;  Phoenix  Investment  Partners;  Financial  Management
Advisors,  Inc.; Vision-Ease Lens, Inc.; Vistakon Johnson & Johnson Vision Care,
Inc.;  IDS/American  Express;  Scudder Kemper  Investments,  Inc.; U.S.  Bancorp
Libra;  and  Stewart-Phillips,  Inc.  to  serve  as  members  of the  Committee.
Wachtell,  Lipton,  Rosen & Katz and Alston & Bird are serving as co-counsel for

                                       16

the Committee, and Houlihan Lokey Howard & Zukin Capital is serving as financial
advisor for the Committee.

         E. LEASE ISSUES

         At the time of the  Chapter 11  filings,  the  Debtors  were the lessee
under  approximately 400 individual  leases of nonresidential  real property and
also had more than 500 other store  locations  subject to various  master leases
and license agreements. The Debtors operate their vision centers at these leased
locations.

         Because  certain of their  stores  were  underperforming,  the  Debtors
determined that it was appropriate to close these stores.  The Debtors filed two
motions and obtained  orders from the  Bankruptcy  Court  approving the Debtors'
rejection of approximately 90 leases of nonresidential  real property at certain
of the  Debtors'  underperforming  stores.  These lease  rejections  enabled the
Debtors to improve  their  operating  results.  The Debtors  also filed  various
motions and  obtained  entry of orders  extending  the  Debtors'  time period to
assume or reject leases of nonresidential  real property pursuant to Section 365
of the Bankruptcy Code. The latest extension from the Bankruptcy Court has given
the Debtors through and including May 31, 2001, to assume or reject leases.

         The Debtors  assumed and assigned seven leases to another optical group
and sold  various  items of personal  property at the leased  locations  to that
optical group. Because of the successful assumption and assignment of the leases
at these stores that the Debtors had  determined to close,  the landlords do not
have claims against the Debtors for lease rejection  damages.  In addition,  the
sale of personal  property at these  locations  brought in more than $100,000 to
the Debtors' estates.

         In the ordinary course of operating their vision center  business,  the
Debtors  regularly  encounter  issues in dealing with their  leases.  One of the
Debtors' most important  responsibilities  is protecting  and  preserving  their
valuable  lease  locations.  To assist in the  operation  of their  business and
dealing with lease-related issues, the Debtors filed motions and obtained orders
from the Bankruptcy  Court  authorizing  them to enter into lease renewal option
extensions and lease termination  agreements and also authorizing the Debtors to
enter into, on a recurring basis,  lease amendments and new leases,  pursuant to
the relocation of a store that was open and operating as of the Petition Date.

         In September 2000, the Debtors  terminated  their leases for all vision
centers  located  in  Sam's  Clubs  locations.  In  October  2000,  the  Debtors
terminated their leases for all vision centers located in Meijer, Inc.'s stores.

         In March 2001,  the Bankruptcy  Court  authorized the Debtors to reject
pursuant to Section 365 of the  Bankruptcy  Code 20 leases for vision centers in
free-standing  locations.  The Debtors  have  recently  filed a motion to reject
leases for an additional 9 vision centers in free-standing locations.

                                       17

         F. UTILITY COMPANIES

         In  operating  their  vision  center   business,   the  Debtors  obtain
electricity,  water, gas,  telephone,  and other similar services from more than
300 utility companies or similar providers with more than 1,500 accounts for all
of the  Debtors'  operational  facilities.  In April 2000,  the Debtors  filed a
motion  requesting that the Bankruptcy Court approve the Debtors' offer to their
utility companies of adequate assurance of future payment. The Debtors' adequate
assurance offer was to provide utility companies with an administrative  expense
claim for any  unpaid,  past due,  postpetition  bills.  The  Debtors'  offer of
adequate  assurance also included certain procedures to be followed in the event
that  postpetition  utility  bills are not timely  paid.  The  Bankruptcy  Court
subsequently entered an order approving the Debtors' offer of adequate assurance
of payment for postpetition utility services.

         G. PROOF OF CLAIM BAR DATE

         The Bankruptcy Court has entered an order that established December 15,
2000, as the bar date for filing proofs of claim in these Chapter 11 Cases.  Any
Creditor whose Claim is accurately listed in the Debtors'  Schedules,  and whose
Claim is not listed as disputed, contingent, or unliquidated was not required to
file a proof of claim in order to be  treated as a  Creditor  in the  Chapter 11
Cases with respect to such Claim for purposes of voting and  distribution  under
the Plan. All other Creditors were required to file a proof of claim on or prior
to the  December  15,  2000 bar date in order to be treated as a Creditor in the
Debtors'  Chapter 11 Cases for  purposes  of voting and  distribution  under the
Plan. Approximately 1,250 proofs of claim were filed on or prior to the December
15, 2000 Bar Date.

         H. PLAN EXCLUSIVITY PERIODS

         The Bankruptcy  Code allows a debtor the exclusive right to file a plan
of  reorganization  for one  hundred  twenty  (120)  days  after the filing of a
Chapter 11 petition and the  exclusive  right to solicit and obtain  acceptances
for the plan  filed  within  that  period  for one  hundred  eighty  (180)  days
following the filing of a Chapter 11 petition. Each of these exclusivity periods
may be extended for cause prior to their  expiration.  The Bankruptcy  Court has
extended until March 16, 2001, the Debtors'  exclusive  period to file a plan of
reorganization  and has  extended  until May 15, 2001,  the  Debtors'  exclusive
period to obtain acceptances of any such plan.

         I. ASSET PURCHASE AND STOCK PURCHASE AGREEMENTS

         On February 22, 2001,  Debtors  Vista,  Midwest,  FNL, and New West, as
sellers (the "Seller  Debtors"),  entered into an asset purchase  agreement (the
"Asset  Purchase  Agreement")  with Vista  Acquisition,  LLC,  as buyer  ("VA"),
pursuant to which VA will purchase for the sum of $7,500,000, subject to certain
adjustments, the Seller Debtors' assets associated with approximately 200 retail
optical vision centers and an optical laboratory and related distribution center
in Fullerton,  California.  The assets to be sold are described in detail in the
Asset Purchase  Agreement and are defined therein as the "Acquired  Assets." The
sale to VA was  subject  to higher  and  better  offers by any other  interested
parties.  In accordance  with the Asset  Purchase

                                       18

Agreement,  VA will  deliver  a  promissory  note  in the  principal  amount  of
$1,500,000 (subject to certain adjustments as provided for in the Asset Purchase
Agreement) to the Seller Debtors,  and the balance of the purchase price will be
in  cash.  VA  deposited  the sum of  $1,500,000  in  escrow  at the time of the
execution of the Asset Purchase  Agreement,  which amount will be applied to the
purchase  price in the manner  described in the Asset  Purchase  Agreement.  The
Asset  Purchase  Agreement  is subject to higher  and better  offers  from other
parties.

         The Asset  Purchase  Agreement  also provides for the Seller Debtors to
assume  and  assign to VA  certain  leases  (the  "Assigned  Leases")  and other
contracts  (the  "Assigned  Contracts")  related  to  the  free-standing  vision
centers.  The vision centers to be sold  constitute  most of the Seller Debtors'
operations in free-standing locations, such as malls and strip centers; however,
the Seller  Debtors are not selling their vision  centers in host stores such as
Wal-Mart and Fred Meyer and at military installations.

         Debtor  FNL owns all of the  common  stock of  ProCare  Eye Exam,  Inc.
("ProCare"),  a California corporation which is licensed as a specialized health
care service plan under the California  Knox-Keene  Health Care Service Plan Act
of 1975.  ProCare is not a debtor in these Chapter 11 Cases.  As contemplated by
the Asset Purchase Agreement, FNL and VA have also entered into a stock purchase
agreement (the "Stock Purchase  Agreement")  pursuant to which FNL will sell all
of the common stock of ProCare (the "ProCare  Shares") to VA for $1,000,000.  In
accordance with the Stock Purchase Agreement,  VA will deliver a promissory note
in the  principal  amount of  $1,000,000  (subject  to  certain  adjustments  as
provided for in the Stock Purchase  Agreement) to FNL, in full  satisfaction  of
the purchase price.

         Both the Asset Purchase  Agreement and the Stock Purchase Agreement are
subject to  Bankruptcy  Court  approval.  The Stock  Purchase  Agreement is also
subject to approval by the California Department of Managed Health Care.

         On  February  28,  2001,  the Seller  Debtors  filed a motion  with the
Bankruptcy Court seeking approval of the Asset Purchase  Agreement and the Stock
Purchase  Agreement  and  authority to sell the Acquired  Assets and the ProCare
Shares to VA, free and clear of all liens, claims,  interests, and encumbrances,
with  all  liens,  claims,  interests,  and  encumbrances  attaching  to the net
proceeds  with the same  validity  and in the same order of  priority  as in the
underlying assets (the "Sale Motion"). The Seller Debtors also requested in such
motion that the Bankruptcy  Court approve the assumption and assignment to VA of
the Assigned  Leases and the Assigned  Contracts.  The Asset Purchase  Agreement
also contemplates  certain other  transactions  among the Seller Debtors and VA,
including a supply agreement, an IT services agreement, and a facility sublease,
copies of which are attached to the Sale Motion.

         Because  the sale of the  Acquired  Assets and the  ProCare  Shares was
subject to higher and better offers from other parties, the Debtors also filed a
separate motion seeking to implement  bidding and other  procedures for the sale
thereof  and to  obtain  approval  of  certain  protections  for VA  (the  "Sale
Procedures  Motion").  The Bankruptcy  Court entered an order approving sale and
bidding  procedures in connection  with the Seller  Debtors'  disposition of the

                                       19

Acquired  Assets  and the  ProCare  Shares,  however,  no  competing  bids  were
submitted for the Acquired Assets and the ProCare Shares.

         The Sale Motion was heard by the Bankruptcy  Court on April 3, 2001. On
April 11, 2001, the  Bankruptcy  Court entered an order granting the Sale Motion
and  authorizing  the sale of the Acquired  Assets and the ProCare Shares to VA,
approving the  assumption  and  assignment  of the Assigned  Leases and Assigned
Contracts to VA,  establishing  various cure amounts for the Assigned Leases and
Assigned Contracts,  and approving a supply agreement, an IT services agreement,
and a facility  sublease.  The Seller  Debtors and VA are scheduled to pre-close
with respect to the transactions contemplated by the Asset Purchase Agreement on
April 20,  2001,  with the closing to be effective  April 21,  2001.  Debtor FNL
expects to complete the sale of the ProCare Shares in accordance  with the Stock
Purchase   Agreement  shortly  after  obtaining  approval  from  the  California
Department of Managed Health Care.

         Before  confirmation  of the Plans,  the  Debtors  intend to dispose of
their  remaining  free-standing  vision centers in malls and strip centers.  The
Debtors will either assume and assign their  interests in the various  leases at
the free-standing locations to VA or reject these leases pursuant to Section 365
of the Bankruptcy Code. After confirmation of the Plans, the Reorganized Debtors
will operate  vision  centers in Wal-Mart and Fred Meyer host stores and also at
military installations.

                   V. SUMMARY OF THE PLANS OF REORGANIZATION

         THE  FOLLOWING  IS A SUMMARY  OF THE  PLANS.  THE  PARENT  PLAN AND THE
SUBSIDIARIES'  PLAN ARE  ATTACHED AS EXHIBIT A AND EXHIBIT B,  RESPECTIVELY,  TO
THIS  DISCLOSURE  STATEMENT.  THIS  SUMMARY  IS  QUALIFIED  IN ITS  ENTIRETY  BY
REFERENCE  TO THE  PLANS.  FOR  VOTING  PURPOSES,  CREDITORS  ARE  URGED TO READ
CAREFULLY THE FULL TEXT OF THE PLANS,  INCLUDING THEIR DEFINED TERMS.  CREDITORS
ARE FURTHER URGED TO CONSULT COUNSEL IN ORDER TO UNDERSTAND FULLY THE PLANS. THE
PLANS ARE COMPLEX AND, IF CONFIRMED BY THE BANKRUPTCY  COURT,  REPRESENT LEGALLY
BINDING DOCUMENTS.  IF THIS DISCLOSURE  STATEMENT  CONFLICTS WITH THE PLANS, THE
TERMS OF THE PLANS CONTROL.

         In general,  a Chapter 11 plan of  reorganization  (a)  divides  claims
against and  interests in a debtor into  separate  classes,  (b)  specifies  the
property  that each class is to receive under the plan,  and (c) contains  other
provisions  necessary to the reorganization of the debtor.  Only  administrative
expenses,   claims,   and  equity  interests  that  are  "allowed"  may  receive
distributions  under a Chapter 11 plan.  An  "allowed"  administrative  expense,
claim,  or equity  interest  basically  means that the debtor agrees,  or in the
event of a dispute, that the court determines,  that the administrative expense,
claim, or equity interest,  including the amount,  actually  constitutes a valid
obligation of the debtor.  Section 502(a) of the Bankruptcy Code provides that a
timely  filed claim or equity  interest is  automatically  "allowed"  unless the
debtor or another party in interests  objects;  however,  Section  502(b) of the
Bankruptcy  Code  specifies  certain  claims  that  may  not be  "allowed"  in a
bankruptcy  case  even if a proof of  claim is  filed.  These  include,

                                       20

without limitation,  claims that are unenforceable under the governing agreement
or applicable  non-bankruptcy law, claims for unmatured  interest,  property tax
claims in excess of the  debtor's  equity in the  property,  claims for  certain
services  that exceed their  reasonable  value,  lease and  employment  contract
rejection damage claims in excess of specified  amounts,  and late-filed claims.
In addition,  Bankruptcy Rule 3003(c)(2) prohibits the allowance of any claim or
equity interest that either is not listed on the debtor's schedules or is listed
as disputed,  contingent, or unliquidated if the holder has not filed a proof of
claim or equity  interest before the deadline to file proofs of claim and equity
interests.

         The  Bankruptcy  Code also requires that, for purposes of treatment and
voting,  a Chapter  11 plan  divide the  different  claims  against,  and equity
interests  in, the debtor into  separate  classes based upon their legal nature.
Claims of a substantially  similar legal nature are usually classified together,
as are equity  interests of a  substantially  similar legal  nature.  Because an
entity may hold  multiple  claims  and/or  equity  interests  which give rise to
different legal rights,  the holders of such claims and/or equity  interests may
find themselves members of multiple classes of claims and/or equity interests. A
claim  is in a  particular  class  under a plan  only to the  extent  the  claim
qualifies  within the  description of that class and is in a different  class to
the extent that the remainder of the claim  qualifies  within the description of
some other class.

         Under a Chapter  11 plan,  the  separate  classes  of claims and equity
interests must be designated  either as "impaired"  (in general,  altered by the
plan in any way) or "unimpaired" (in general, unaltered by the plan). If a class
of claims is  "impaired,"  the  Bankruptcy  Code affords  certain  rights to the
holders of such  claims,  such as the right to vote on the plan (unless the plan
provides for no distribution to the holder,  in which case, the holder is deemed
to reject the plan),  and the right to  receive an amount  under the  Chapter 11
plan that is not less than the value that the holder would receive if the debtor
were  liquidated  under Chapter 7. Under Section 1124 of the Bankruptcy  Code, a
class of claims or interests is "impaired" unless, with respect to each claim or
interest of such class,  the plan (i) does not alter the legal,  equitable,  and
contractual  rights  of  the  holders  of  such  claims  or  interests  or  (ii)
irrespective of the holder's right to receive accelerated payment of such claims
or interests  after the occurrence of a default,  cures all defaults (other than
those  arising  from,  among  other  things,  the  debtor's  insolvency  or  the
commencement  of a bankruptcy  case),  reinstates  the maturity of the claims or
interests in the class,  compensates the holders of such claims or interests for
any  damages  incurred  as a  result  of  their  reasonable  reliance  upon  any
acceleration  rights and does not  otherwise  alter their  legal,  equitable  or
contractual rights. Typically, this means that the holder of an unimpaired claim
will receive on the later of the effective date of the plan of reorganization or
the date on which amounts  owing are due and payable,  payment in full, in cash,
with  postpetition  interest  to the extent  permitted  and  provided  under the
governing  agreement  between the parties  (or if there is no  agreement,  under
applicable  non-bankruptcy law), and the remainder of the debtor's  obligations,
if any,  will be  performed  as they come due in  accordance  with their  terms.
Consequently,  other than its right to accelerate the debtor's obligations,  the
holder of an unimpaired  claim will be placed in the position it would have been
in had the debtor's case not been commenced.

                                       21

         A. CLASSIFICATION AND TREATMENT OF ADMINISTRATIVE CLAIMS, CLAIMS,
            AND EQUITY INTERESTS UNDER THE PLANS

         Consistent with the requirements discussed above, both Plans divide the
Claims against and Equity Interests in the Debtors into the following Classes:

                  Class 1 of each Plan consists of all Other Priority Claims.

                  Class 2 of each Plan consists of all DIP Financing Claims.

                  Class 3 of each Plan consists of all Other Secured Claims.

                  Class 4 of  each  Plan  consists  of all  Convenience  Claims.
Convenience  Claims  are  classified  only in Class 4 of the Plans and shall not
receive treatment under any other Classes.

                  Class 5 of each Plan consists of all General Unsecured Claims,
excluding  any  Convenience  Claims,  Late  Claims,   Subordinated  Claims,  and
Intercompany Claims.

                  Class  6  of  each  Plan  consists  of  all  Late  Claims  and
Subordinated Claims. Such Claims are classified only in Class 6 of the Plans and
shall not receive treatment under any other Classes.

                  Class 7 of each Plan consists of all Intercompany Claims. Such
Claims  are  classified  only in Class 7 of the  Plans  and  shall  not  receive
treatment under any other Classes.

                  Class 8 of each Plan consists of all Equity Interests.

         In  accordance  with  Section   1123(a)(1)  of  the  Bankruptcy   Code,
Administrative  Claims and  Priority  Tax Claims  have not been  classified  for
purposes of voting or receiving  distributions  under the Plans.  The  treatment
under the Debtors' Plans of unclassified  Administrative Claims and Priority Tax
Claims and the eight (8) Classes of Claims  against and Equity  Interests in the
Debtors are summarized as follows:

         B. ADMINISTRATIVE CLAIMS

         An  Administrative  Claim is a Claim  constituting a cost or expense of
administration of the Chapter 11 Cases Allowed under Sections 503(b), 507(a)(1),
or  365(d)(3)  of the  Bankruptcy  Code.  Such  Claims  include  any  actual and
necessary costs and expenses of preserving the Debtors' Estates,  any actual and
necessary  costs and  expenses  of  operating  the  business  of the  Debtors in
Possession,  any indebtedness or obligations  incurred or assumed by the Debtors
in  Possession  in  connection  with the  conduct of their  business  including,
without  limitation,  the  acquisition  or lease of  property  or an interest in
property or the rendition of services,  all  compensation  and  reimbursement of
expenses to the extent Allowed by the Bankruptcy  Court under Sections 330, 331,
or 503 of the  Bankruptcy  Code,  and any fees or charges  assessed  against the
Debtors'  Estates  under  Section  1930 of Chapter 123 of Title 28 of the United
States Code.

                                       22

         In  accordance  with both  Plans,  except to the extent that any entity
entitled to payment of any Allowed  Administrative  Claim  agrees to a different
treatment, each holder of an Allowed Administrative Claim shall receive (a) Cash
in an  amount  equal to such  Allowed  Administrative  Claim on the later of the
Effective  Date  and the date  such  Administrative  Claim  becomes  an  Allowed
Administrative Claim, or as soon after allowance as is practicable,  or (b) such
other treatment as the Debtors or the Reorganized  Debtors and such holder shall
have agreed upon in writing.  Before payment by the Debtors of an Administrative
Claim,  a  Person  asserting  an  Administrative  Claim  must  comply  with  the
requisites of Section 503 of the Bankruptcy Code;  provided however,  no request
for payment  shall be required with respect to  Administrative  Claims that have
been  incurred  prior  to the  Confirmation  Date,  the  obligation  of which is
liquidated  and  non-contingent  and was  incurred  by any of the Debtors in the
ordinary  course of their business and the  administration  of their  respective
Estates prior to the Confirmation Date. With respect to all other Administrative
Claims,  a request for payment must be filed by the claimant with the Bankruptcy
Court on or prior to the Administrative  Claim Bar Date to be established by the
Bankruptcy Court or such claim shall be disallowed and forever barred,  with the
exception of fees and other charges and expenses of professionals of the Debtors
and the Committee  employed  under Sections 327, 328, and 1103 of the Bankruptcy
Code and members of the Committee for their expenses  incurred in service on the
Committee, which are dealt with in the next section.

         C.  PROFESSIONAL   AND   COMMITTEE    MEMBER    COMPENSATION   AND
             REIMBURSEMENT CLAIMS

         Section 503(b) of the Bankruptcy Code provides for payment by a debtor,
after approval by the court, of compensation  and  reimbursement  of expenses to
professionals employed by a debtor and a committee appointed pursuant to Section
1102 of the Bankruptcy  Code.  Section 503(b) also authorizes  reimbursement  of
various other expenses, including expenses incurred by members of a committee in
fulfilling their duties and responsibilities as members of the committee.

         Under both  Plans,  all  professionals  employed by the Debtors and the
Committee  and all members of the Committee  seeking an award by the  Bankruptcy
Court of  compensation  for  services  rendered  or  reimbursement  of  expenses
incurred  through  and  including  the  Effective  Date (a) shall  file with the
Bankruptcy  Court  their   respective   final   applications  for  allowance  of
compensation  for  services  rendered  and  reimbursement  of expenses  incurred
through the Effective  Date by the date that is 60 days after the Effective Date
or such other date as may be fixed by the  Bankruptcy  Court and (b) if granted,
such an award by the  Bankruptcy  Court shall be paid in full in such amounts as
are awarded by the Bankruptcy  Court (i) on the date such  Administrative  Claim
becomes an  Allowed  Administrative  Claim,  or as soon  after  allowance  as is
practicable or (ii) upon such other terms as may be mutually agreed upon between
such holder of an Administrative  Claim and the Debtors in Possession or, on and
after the Effective  Date,  the  Reorganized  Debtors.  The Plans state that all
professional  fees and  expenses  incurred  by the  Debtors  or the  Reorganized
Debtors  after  the  Effective  Date  shall be paid in the  ordinary  course  of
business of the Debtors or the Reorganized Debtors,  without the need for filing
a fee  application.  In accordance  with the Plans,  the Bankruptcy  Court shall
retain  jurisdiction  to resolve any dispute  with respect to the payment of any
such fees or expenses upon application by the affected professional.

                                       23

         D. PRIORITY TAX CLAIMS

         A Priority Tax Claim  consists of any Claim of a  governmental  unit of
the kind  specified in Sections  507(a)(8)  and 502(i) of the  Bankruptcy  Code.
These Unsecured Claims are given a statutory priority in right of payment.

         Under  both  Plans,  except to the  extent  that a holder of an Allowed
Priority  Tax Claim  agrees to a less  favorable  treatment,  each  holder of an
Allowed Priority Tax Claim shall receive,  at the sole option of the Reorganized
Debtors,  in full and final  satisfaction  of such Claim:  (a) Cash in an amount
equal to such Allowed  Priority Tax Claim on the later of the Effective Date and
the date such  Priority Tax Claim becomes an Allowed  Priority Tax Claim,  or as
soon after allowance as is  practicable,  or (b) over a period through the sixth
anniversary of the date of assessment of such Allowed Priority Tax Claim,  equal
annual Cash payments in an aggregate  amount equal to such Allowed  Priority Tax
Claim,  together  with  interest (i) with respect to federal  taxes,  at a fixed
annual rate equal to the  federal  statutory  rate as provided in 26 U.S.C.  ss.
6621;  and (ii) with  respect to state and city  taxes,  at the rate  applicable
under  state or local  law.  A holder of a Claim  who has  asserted  such  Claim
against more than one Debtor  (under either Plan) arising from or related to the
same obligation, transaction, occurrence, claim, or cause of action (whether the
basis for the asserted liability or obligation arises from contract,  guarantee,
or  operation  of law) shall be treated as having a single Claim for purposes of
distribution under both Plans.

         The Debtors  estimate that these Allowed Priority Tax Claims under both
Plans should not exceed $100,000 in the aggregate.

         E. CLASS 1-OTHER PRIORITY CLAIMS

         Other Priority Claims are those Claims entitled to priority pursuant to
Section  507(a) of the Bankruptcy  Code,  other than  Administrative  Claims and
Priority  Tax Claims.  Such  Claims  include  (i)  Unsecured  Claims for accrued
employee  compensation  earned within ninety (90) days prior to the commencement
of the Chapter 11 Cases to the extent of $4,300 per  employee,  as  described in
Section  507(a)(3) of the Bankruptcy  Code, and (ii)  contributions  to employee
benefit  plans arising from services  rendered  within one hundred  eighty (180)
days prior to the  commencement of the Chapter 11 Cases,  but only for each such
plan to the extent of the number of employees covered by such plan multiplied by
$4,300,  less the aggregate  amount paid to such  employees from the Estates for
priority wages,  salaries, or commissions,  as described in Section 507(a)(4) of
the Bankruptcy Code.

         In accordance with the Plans,  except to the extent that a holder of an
Allowed Other  Priority  Claim shall have agreed in writing to a less  favorable
treatment,  each holder of an Allowed Other Priority Claim shall receive payment
in an amount equal to such Allowed Claim

                                       24

in full in Cash on the  later of (i) the  Effective  Date and (ii) the date when
such Other Priority Claim becomes an Allowed Claim,  or as soon after  allowance
as is practicable,  in full and final  satisfaction of such Claim. A holder of a
Claim who has asserted  such Claim  against more than one Debtor  (under  either
Plan) arising from or related to the same obligation,  transaction,  occurrence,
claim,  or cause of action  (whether  the basis for the  asserted  liability  or
obligation  arises  from  contract,  guarantee,  or  operation  of law) shall be
treated as having a single Claim for purposes of distribution under both Plans.

         As previously  discussed in this Disclosure  Statement,  the Bankruptcy
Court  authorized  the  Debtors  to pay most  prepetition  Claims of  employees.
Because of this,  the Debtors  believe that the amount of Allowed Class 1 Claims
to be paid pursuant to the Plans will be de minimis.

         The legal,  equitable,  and contractual  rights of the holders of Other
Priority Claims are not altered by the Plans. As a result, Class 1 is unimpaired
under both  Plans,  and  holders of Allowed  Claims in Class 1 are  presumed  to
accept the Plans and are not entitled to vote to accept or reject the Plans.

         F. CLASS 2-DIP FINANCING CLAIMS

         The DIP  Financing  Claims  consist of the Claims of  Foothill  arising
under the DIP  Credit  Facility  and all  agreements  and  instruments  relating
thereto.  Such  Claims are  secured by a first  priority  security  interest  in
substantially all of the Debtors' assets.

         Both  Plans  provide  that,  except to the  extent  that a holder of an
Allowed  Claim in this Class  shall have  agreed in writing to a less  favorable
treatment, on the Effective Date of the Subsidiaries' Plan, each holder of a DIP
Financing  Claim  shall  receive  payment  in full in Cash,  in full  and  final
satisfaction  of such  Claim.  A holder of a Claim who has  asserted  such Claim
against more than one Debtor  (under either Plan) arising from or related to the
same obligation, transaction, occurrence, claim, or cause of action (whether the
basis for the asserted liability or obligation arises from contract,  guarantee,
or  operation  of law) shall be treated as having a single Claim for purposes of
distribution under both Plans.

         The legal,  equitable,  and  contractual  rights of the  holders of DIP
Financing  Claims  are  not  altered  by the  Plans.  As a  result,  Class  2 is
unimpaired under the Plans, and each holder of a DIP Financing Claim is presumed
to accept the Plans and is not entitled to vote to accept or reject the Plans.

         The current amount due under the DIP Credit  Facility is  approximately
$12.9 million.

         G. CLASS 3-OTHER SECURED CLAIMS

         Other  Secured  Claims  include  Claims  (other than the DIP  Financing
Claims), to the extent reflected in the Schedules or a proof of claim filed as a
Secured  Claim  which is  secured by a Lien on  Collateral  to the extent of the
value of such Collateral, as determined in accordance

                                       25

with Section 506(a) of the Bankruptcy  Code, or, in the event that such Claim is
subject to setoff under  Section 553 of the  Bankruptcy  Code,  to the extent of
such setoff.

         Except to the extent that a holder of an Allowed  Other  Secured  Claim
shall have agreed in writing to a less favorable  treatment,  at the sole option
of the Debtors,  (i) each Allowed Other  Secured  Claim shall be reinstated  and
rendered  unimpaired in accordance with Section 1124(2) of the Bankruptcy  Code,
notwithstanding any contractual  provision or applicable  nonbankruptcy law that
entitles  the  holder of an  Allowed  Other  Secured  Claim to demand or receive
payment of such Allowed Other Secured Claim prior to the stated maturity of such
Allowed  Other Secured  Claim from and after the  occurrence of a default,  (ii)
each holder of an Allowed  Other  Secured  Claim shall receive Cash in an amount
equal to such  Allowed  Other  Secured  Claim,  including  any  interest on such
Allowed Other Secured  Claim  required to be paid pursuant to Section  506(b) of
the  Bankruptcy  Code,  on the  later of the  Effective  Date and the date  such
Allowed Other Secured Claim becomes an Allowed Other Secured  Claim,  or as soon
after  allowance  as is  practicable,  or (iii) each holder of an Allowed  Other
Secured  Claim shall receive the  Collateral  securing its Allowed Other Secured
Claim and any interest on such Allowed Other  Secured Claim  required to be paid
pursuant  to  Section  506(b)  of the  Bankruptcy  Code,  in full  and  complete
satisfaction  of such Allowed  Other Secured Claim on the later of the Effective
Date and the date such Allowed  Other  Secured  Claim  becomes an Allowed  Other
Secured Claim, or as soon after  allowance as is practicable,  in full and final
satisfaction  of such  Claim.  A holder of a Claim who has  asserted  such Claim
against more than one Debtor  (under either Plan) arising from or related to the
same obligation, transaction, occurrence, claim, or cause of action (whether the
basis for the asserted liability or obligation arises from contract,  guarantee,
or  operation  of law) shall be treated as having a single Claim for purposes of
distribution under both Plans.

         The legal,  equitable,  and contractual  rights of the holders of Other
Secured Claims are not altered by the Plans. As a result,  Class 3 is unimpaired
under the Plans,  and the holders of Allowed  Claims in Class 3 are  presumed to
accept the Plans and are not entitled to vote to accept or reject the Plans.

         The Debtors believe that Allowed Class 3 Claims will be de minimis.

         H. CLASS 4-CONVENIENCE CLAIMS

         A Class 4 Convenience  Claim includes any General  Unsecured Claim that
is Allowed in the amount of $1,500 or less,  or is Allowed in an amount  greater
than $1,500,  but which Claim is reduced to $1,500 by the election of the holder
of the Claim on its Ballot. Under both Plans, except to the extent that a holder
of an  Allowed  Claim in this  Class  shall  have  agreed in  writing  to a less
favorable  treatment,  each holder of an Allowed Convenience Claim shall receive
Cash in an amount equal to 75% of the Allowed  Convenience Claim on the later of
(i) the Effective Date, and (ii) 30 days after the date such  Convenience  Claim
becomes  an  Allowed  Convenience  Claim,  or  as  soon  after  allowance  as is
practicable,  in full and final  satisfaction of such Claim. A holder of a Claim
who has asserted  such Claim  against more than one Debtor  (under  either Plan)
arising from or related to the same obligation, transaction,  occurrence, claim,
or cause of action  (whether the basis for the asserted  liability or obligation
arises from contract, guarantee, or

                                       26

operation  of law)  shall be treated as having a single  Claim for  purposes  of
distribution under both Plans.

         By checking the appropriate box on a timely cast Ballot,  the holder of
an Allowed General Unsecured Claim in an amount greater than $1,500 may elect to
reduce  the  amount of its  Allowed  General  Unsecured  Claim to $1,500  and to
receive a distribution upon such Allowed Class 4 Convenience Claim in the amount
of $1,125 (i.e.,  75% of $1,500).  Such an election shall constitute a waiver of
the right to  collect,  and a release  of,  the  amount of the  Allowed  General
Unsecured  Claim in excess of  $1,500,  and the holder of such  Allowed  Class 4
Convenience Claim shall be deemed to have released the Reorganized  Debtors, the
Debtors,  and their  Estates,  and their property from any and all liability for
the amount in excess of $1,500. The holder of an Allowed General Unsecured Claim
which timely elects to reduce the amount of its Allowed Claim to $1,500 shall be
deemed  to  be  the  holder  of  an  Allowed  Class  4  Convenience   Claim  for
classification, voting, and all other purposes under the Plans.

         The legal, equitable,  and contractual rights of the holders of Class 4
Convenience  Claims are altered by the Plans.  As a result,  Class 4 is Impaired
under the  Plans,  and  holders  of  Allowed  Convenience  Claims in Class 4 are
entitled to vote to accept or reject the Plans.

         The Debtors estimate that, before any elections are made on the Ballots
which will be sent to Creditors, Allowed Claims in Class 4 under both Plans will
aggregate approximately  $400,000,  consisting of approximately 1,300 holders of
Convenience  Claims.  Because the  distribution  to Class 4 Claims is 75% of the
Allowed Claim amount,  the estimated payment to this Class is $300,000.  Class 4
Convenience  Claims will increase to the extent that Persons with Claims greater
than $1,500 make an election on the Ballot to reduce  their Claims to $1,500 and
thereby have their Claims treated as Convenience Claims.

         I. CLASS 5-GENERAL UNSECURED CLAIMS

         Class 5 under both Plans includes all General  Unsecured Claims against
any of the Debtors (other than Convenience Claims, which are dealt with in Class
4, as described above, Late Claims and Subordinated Claims, which are dealt with
in Class 6, as described below, and Intercompany Claims, which are dealt with in
Class 7, as described below),  including,  without  limitation,  Claims of trade
Creditors  of the Debtors,  the Senior Note  Claims,  Claims of employees of the
Debtors that are not Other  Priority  Claims,  Claims arising as a result of the
rejection  by any of the Debtors of  executory  contracts  or  unexpired  leases
pursuant  to  Section  365 of the  Bankruptcy  Code,  and  Claims  (that  do not
constitute  Administrative Claims) arising as a result of litigation against any
of the Debtors.  Each holder of an Allowed General  Unsecured  Claim  (excluding
Convenience Claims, Late Claims,  Subordinated  Claims, and Intercompany Claims)
in Class 5 under the Parent Plan and the  Subsidiaries'  Plan shall  receive its
Pro Rata share of (i) Available  Notes and (ii)  Available  Shares,  in full and
final  satisfaction  of such  Claim.  Each  holder of a Class 5 Allowed  General
Unsecured Claim will receive its  distribution on the later of (i) the Effective
Date,  or (ii) 30 days  after the date on which  such  Claim  becomes an Allowed
General Unsecured Claim, or as soon after allowance as is practicable. If, after
the  Effective  Date,  any  further  Available  Shares  or  Available  Notes are

                                       27

available  from the  release  of New Common  Stock or New Senior  Notes from the
Disputed Claims Reserve,  then each holder of an Allowed General Unsecured Claim
will  receive  on  a  Subsequent  Distribution  Date,  if  any,  and  the  Final
Distribution  Date,  Available  Shares  and  Available  Notes on  account of its
Allowed General Unsecured Claim in accordance with Sections 5.5, 7.4, and 7.5 of
the Plans. A holder of a Claim who has asserted such Claim against more than one
Debtor  (under  either  Plan)  arising  from or related to the same  obligation,
transaction,  occurrence,  claim,  or cause of action (whether the basis for the
asserted liability or obligation arises from contract,  guarantee,  or operation
of law) shall be treated as having a single Claim for  purposes of  distribution
under both Plans.

         The legal, equitable,  and contractual rights of the holders of Class 5
General  Unsecured  Claims are  altered by the  Plans.  As a result,  Class 5 is
Impaired under the Plans, and each holder of an Allowed General  Unsecured Claim
in Class 5 is entitled to vote to accept or reject the Plans.

         The Debtors  estimate that Allowed Class 5 Claims under both Plans will
aggregate approximately $175 million.

         J. CLASS 6-LATE CLAIMS AND SUBORDINATED CLAIMS

         Under both plans,  each holder of a Class 6 Late Claim or  Subordinated
Claim shall receive no distribution on account of its Class 6 Claim.

         The legal, equitable,  and contractual rights of the holders of Class 6
Claims are  altered by the Plans.  As a result,  Class 6 is  Impaired  under the
Plans.  Because the  holders of Class 6 Claims are  receiving  no  distributions
under the Plans proposed by the Debtors,  they are conclusively presumed to have
rejected the Plans in accordance with Section 1126(g) of the Bankruptcy Code and
are not entitled to vote to accept or reject the Plans.

         The amount of Class 6 Claims is unknown at this time.

         K. CLASS 7-INTERCOMPANY CLAIMS

         Under both  Plans,  each holder of a Class 7  Intercompany  Claim shall
receive no distribution on account of its Class 7 Claim.

         The legal, equitable,  and contractual rights of the holders of Class 7
Claims are  altered by the Plans.  As a result,  Class 7 is  Impaired  under the
Plans.  Because the  holders of Class 7 Claims are  receiving  no  distributions
under the Plans proposed by the Debtors,  they are conclusively presumed to have
rejected the Plans in accordance with Section 1126(g) of the Bankruptcy Code and
are not entitled to vote to accept or reject the Plans.

                                       28

         L. CLASS 8-EQUITY INTERESTS

         The holders of Class 8 Equity  Interests shall receive no distributions
whatsoever on account of such Equity Interests.  All Equity Interests in each of
the Debtors shall be canceled on the Effective Date.

         The legal, equitable,  and contractual rights of the holders of Class 8
Claims are  altered by the Plans.  As a result,  Class 8 is  Impaired  under the
Plans.  Because the holders of Equity  Interests are receiving no  distributions
under the Plans proposed by the Debtors,  they are conclusively presumed to have
rejected the Plans in accordance with Section 1126(g) of the Bankruptcy Code and
are not entitled to vote to accept or reject the Plans.

         M. UNIMPAIRED CLASSES

         Classes 1, 2, and 3 are unimpaired under the Plans.  Unimpaired Classes
of Claims or Equity  Interests  are deemed to have  accepted the Plans under the
provisions of Section  1126(f) of the Bankruptcy  Code and shall not be entitled
to vote to accept or reject the Plans. Accordingly, the Debtors will not solicit
acceptances of the Plans from unimpaired Classes.

         N. IMPAIRED CLASSES

         Classes 4, 5, 6, 7, and 8 are Impaired  under the Plans.  Each Impaired
Class of Claims or Equity  Interests  shall be  entitled to vote  separately  to
accept or reject  the  Plans;  provided  however,  that  Classes 6, 7, and 8 are
deemed  to have  rejected  the Plans  and thus are not  entitled  to vote on the
Plans.

         A Class of  Claims  shall  have  accepted  the  Plans if the  Plans are
accepted by at least  two-thirds (2/3) in amount and more than one-half (1/2) in
number of the Claims of such  Class  that are  allowed to vote and have voted on
the Plans.

         Because Classes 6, 7, and 8 are deemed to have rejected the Plans,  the
Debtors,  as  proponents  of the Plans,  have  requested  in both Plans that the
Bankruptcy  Court  confirm the Plans with respect to such Classes in  accordance
with  Section  1129(b) of the  Bankruptcy  Code,  generally  referred  to as the
cramdown  provision.  If any other  Impaired  Class fails to accept the Plans in
accordance  with Section  1129(a) of the Bankruptcy  Code, the Debtors have also
requested in the Plans that the  Bankruptcy  Court confirm the Plans pursuant to
Section 1129(b) of the Bankruptcy Code.

                    VI. MEANS OF IMPLEMENTATION OF THE PLANS

         The  following  summary sets forth the means of  implementation  of the
Plans.

         A. SUBSTANTIVE CONSOLIDATION

         The Parent Plan  contemplates  and is predicated  upon the entry by the
Bankruptcy Court of an order providing for the substantive  consolidation on the
Effective  Date  of  the   Consolidated

                                       29

Subsidiaries  (International  Vision Associates,  Ltd.; NVAL Healthcare Systems,
Inc.;  and Vista  Optical  Express,  Inc.) and their Estates with and into Vista
Eyecare,  Inc. and its Estate.  Pursuant thereto,  the assets and liabilities of
the Consolidated Subsidiaries shall be deemed merged with and all Claims against
any of such entities  shall be deemed  liabilities  of Vista  Eyecare,  Inc., as
Reorganized  Debtor under the Parent Plan, and satisfied in accordance  with the
Parent Plan.  Pursuant to the  substantive  consolidation  order  expected to be
entered by the Bankruptcy  Court in connection  with  confirmation of the Parent
Plan, on the Effective Date: (a) all assets and all liabilities of Vista and the
Consolidated Debtors will be treated as though such Debtors were merged; (b) any
obligation of any such Debtor and all guarantees thereof executed by one or more
of such Debtors will be deemed to be one obligation of the consolidated Debtors;
(c) any Claims filed or to be filed in connection  with any such  obligation and
such guarantees will be deemed one Claim against the consolidated  Debtors;  (d)
each and every Claim filed in the individual  case of any of the Debtors will be
deemed filed against the consolidated  Debtors in the consolidated case; and (e)
for  purposes  of  determining  the  availability  of the right of setoff  under
Section 553 of the  Bankruptcy  Code, the Debtors shall be treated as one entity
so that,  subject to the other provisions of Section 553 of the Bankruptcy Code,
debts due to any of the  Debtors  may be set off against the debts of any of the
Debtors.

         Substantive  consolidation  means that the assets of all of the Debtors
under the Parent  Plan  (Vista  and the  Consolidated  Debtors)  are placed in a
single  estate,  rather than kept  separate,  and that  Creditors of all of such
Debtors have a Claim against that single estate,  as opposed to retaining  their
Claims  against only the Debtor that is obligated to them.  Vista  believes that
its  substantive   consolidation   with  the  three   Consolidated   Debtors  is
appropriate.

         B. DIRECTORS AND OFFICERS OF THE REORGANIZED DEBTOR

         The  Plans  provide  that,  as of the  Effective  Date,  the  board  of
directors of the Reorganized  Debtors shall initially consist of 5 members to be
selected by the Committee,  whose names shall be disclosed on or before the date
of the Confirmation  Hearing.  The board of directors of the Reorganized Debtors
will select a chairman at the initial meeting.

         In accordance with both Plans, the officers of Vista Eyecare,  Inc. and
the Debtors under the Subsidiaries' Plan immediately prior to the Effective Date
shall serve as the initial officers of the Reorganized  Debtors on and after the
Effective  Date.  Such  officers may continue to serve in  accordance  with such
terms  as  may  be  negotiated  with  the  Reorganized  Debtors  and  applicable
nonbankruptcy  law.  The  employee  severance  program  that was approved by the
Bankruptcy  Court in its Order  Authorizing  and  Approving  Employee  Severance
Program,  entered in the  Chapter 11 Cases on April 18,  2000,  shall be binding
upon the  Reorganized  Debtors,  as the  successor to the  Debtors,  through and
including one year after the Effective Date.

         C. SECURITIES TO BE ISSUED PURSUANT TO THE PLANS

         Under both Plans,  Creditors in Class 5 with Allowed General  Unsecured
Claims will  receive Pro Rata  distributions  of New Common Stock and New Senior
Notes on account of their  Allowed  Claims.  Pursuant to the Parent Plan, on the
Effective  Date,  Vista,  as  Reorganized

                                       30

Debtor,  will be  authorized  to issue  10,000,000  shares of New Common  Stock,
without further act or action under applicable law, regulation,  rule, or order.
On the Effective  Date,  Vista,  as  Reorganized  Debtor,  will  actually  issue
5,000,000 of the 10,000,000 in authorized shares of New Common Stock. Each share
of New Common  Stock will  entitle  its holder to one vote,  with no  cumulative
voting  rights.  Holders of New Common Stock will have the right to  participate
proportionately  in any dividends  distributed by Vista, as Reorganized  Debtor.
Each holder of at least five  percent  (5%) of New Common  Stock will not offer,
sell,  contract to sell, or otherwise  dispose of any shares of New Common Stock
for a period of three years from the  Effective  Date without the prior  written
consent of Vista.  The Debtors expect to have the New Common Stock listed on the
OTC bulletin board.

         The New Senior Notes in the principal  amount of  $120,000,000  will be
issued by Vista,  as Reorganized  Debtor,  pursuant to the New Notes  Indenture,
which will be qualified  under the Trust  Indenture Act of 1939, as amended.  An
indenture trustee will be selected prior to the Confirmation  Hearing. A summary
of the principal terms and conditions of the New Senior Notes,  which is subject
to  amendment  pursuant to  agreement  among the Debtors and the  Committee,  is
attached to the Plans as Exhibit "A." The interest rate for the New Senior Notes
is 12% per annum,  with interest  payments to be made semiannually in arrears on
March 31 and  September  30 of each year.  The New Senior  Notes will be secured
obligations and will be issued in $1,000  denominations  with a maturity date on
the eighth  anniversary  of the  Effective  Date of the Parent  Plan.  Under the
Plans,  the Debtors will use  reasonable  efforts to obtain a rating for the New
Senior Notes of at least CCC from a nationally recognized rating agency.

         On the  Effective  Date under both Plans,  the Senior  Notes and Equity
Interests in any of the Debtors shall be deemed canceled,  terminated, and of no
further  force  and  effect  without  any  further  action  on the  part  of the
Bankruptcy Court, the Debtors,  or any other Person. The holders of instruments,
securities,  and other  documentation  evidencing such canceled Senior Notes and
Equity  Interests,  including the Senior Note  Indenture  (except as provided in
Section 7.1 of the Plans), shall have no rights arising from or relating to such
instruments,  securities,  and other documentation or the cancellation  thereof,
except the rights provided pursuant to the Plans. All obligations of the Debtors
under the Senior Note  Indenture  will terminate as of the Effective Date except
as to any obligation to pay expenses of the Indenture Trustee as contemplated by
Sections 7.1 and 7.8 of the Plans.

         The protection  afforded by Section 1125(e) of the Bankruptcy Code with
respect to the  solicitation  of acceptances or rejections of the Plans and with
regard to the offer, issuance, sale, or purchase of the New Common Stock and the
New Senior Notes,  shall apply to the full extent provided by law, and the entry
of the Confirmation Order shall constitute the Bankruptcy Court's  determination
that the Debtors, the Reorganized Debtors, and the Committee,  and each of their
respective officers, directors, partners, employees, members, agents, attorneys,
accountants,  or other  professionals,  shall  have  acted in good  faith and in
compliance  with the applicable  provisions of the  Bankruptcy  Code pursuant to
Section 1125(e) thereof.

                                       31

         Pursuant  to, in  accordance  with,  and solely to the extent  provided
under Section 1145 of the Bankruptcy  Code, the issuance of New Senior Notes and
New Common  Stock to the Debtors'  Creditors  under the Plans is exempt from the
registration  requirements  of  Section  5 of the  Securities  Act of  1933,  as
amended, and any state or local law requiring  registration for offer or sale of
a security or  registration  or  licensing of an issuer of,  underwriter  of, or
broker or dealer in such New Senior  Notes and New Common Stock and is deemed to
be a public offering of New Senior Notes and New Common Stock.

         The Plans contemplate the issuance of certain  securities to holders of
Claims and  Interests.  Section 1145 of the  Bankruptcy  Code provides a limited
transactional  exemption from the registration  requirements of Section 5 of the
Securities Act of 1933, 15 U.S.C.  ss. 77e, as amended  ("Securities  Act"), and
state  securities  laws with respect to the issuance of  securities  by a debtor
under a plan of bankruptcy  reorganization  to holders of claims or interests in
exchange for those claims or interests.

         The  Debtors  rely  upon  the  limited  transactional   exemption  from
registration  under federal and state laws provided by Section 1145(a)(1) of the
Bankruptcy  Code in issuing  securities  in exchange  for claims under the Plan.
Generally,  Section  1145(a)(1)  exempts  the  issuance of  securities  from the
registration for offer or sale of a security under federal, state and local laws
where:

                  1)       the securities are issued by

                           (a)      the debtor,

                           (b)      an affiliate of the debtor  participating in
                                    a joint  plan  of  reorganization  with  the
                                    debtor, or

                           (c)      a  successor  of the debtor  under a plan of
                                    reorganization;

                  2)       the recipients of the securities hold a claim against
                           or an interest in the debtor; and,

                  3)       the  consideration  for receipt of the  securities is
                           principally in exchange for claims and interests, and
                           only partly for cash or property.

         The  Debtors  believe  that,  based upon the  statutory  criteria,  the
issuance of securities  under the Plans will satisfy these  requirements  and is
therefore exempt from federal, state and local securities registration.

         The  securities  issued  pursuant  to the  Plans  may be  resold by the
holders of such securities without restriction,  unless a holder is deemed to be
an  "underwriter"  with respect to the  securities,  as more fully  described in
Section 1145(b)(1) of the Bankruptcy Code. Generally,  Section 1145(b)(1) of the
Bankruptcy Code defines "underwriter" as any person who:

                                       32

                  (1)      purchases  a claim  against or interest in the debtor
                           with a view to  distribution  of any  security  to be
                           received in exchange for such claim or interest;

                  (2)      offers to sell  securities  issued under a bankruptcy
                           plan on behalf of the recipients of those securities;

                  (3)      offers to buy  securities  issued  under a bankruptcy
                           plan from persons receiving those securities,  if the
                           offer to buy is

                           (a)      with  a   view   to   distribution   of  the
                                    securities, and

                           (b)      under an agreement  made in connection  with
                                    the plan, with the consummation of the plan,
                                    or with  the  offer  or  sale of  securities
                                    under the plan; or

                  (4)      an issuer, as used in Section 2(11) of the Securities
                           Act, 15 U.S.C.ss.  77b(11), as amended,  with respect
                           to the securities.

         An "issuer" is defined in Section 2(a) of the Securities Act, 15 U.S.C.
ss. 77b(4), as amended,  and includes as "underwriters" any person who, directly
or indirectly,  through one or more intermediaries,  control, are controlled by,
or are under common control with, an issuer of securities.  "Control" is defined
in Rule 405 of Regulation C,  promulgated  under the Securities  Act, as someone
who  possesses,  directly  or  indirectly,  the  power to  direct  or cause  the
direction of the policies of a company through  ownership of voting  securities,
by contract, or otherwise.  Accordingly, an officer or director of a reorganized
company (or its successor) under a plan of reorganization  may be deemed to be a
"control  person,"  particularly  if the  management  position is coupled with a
significant percentage of voting securities. Moreover the legislative history of
Section 1145 of the  Bankruptcy  Code suggests that a creditor who owns at least
10% of the  voting  securities  as a result  of a  distribution  under a plan of
reorganization  may be  presumed  to be a  "control  person"  subject  to resale
restrictions.

         THE  FOREGOING  SUMMARY  DISCUSSION  IS  GENERAL IN NATURE AND HAS BEEN
         INCLUDED  IN  THIS  DISCLOSURE   STATEMENT  SOLELY  FOR   INFORMATIONAL
         PURPOSES. THE PLAN PROPONENTS MAKE NO REPRESENTATIONS  CONCERNING,  AND
         DO NOT PROVIDE ANY OPINION OR ADVICE WITH  RESPECT TO,  SECURITIES  AND
         OTHER LAW  DESCRIBED  ABOVE.  IN LIGHT OF THE COMPLEX AND  SUBJECTIVELY
         INTERPRETIVE  NATURE OF WHETHER A PARTICULAR  RECIPIENT  OF  SECURITIES
         UNDER THE PLANS

                                       33

         MAY BE DEEMED TO BE AN  "UNDERWRITER"  WITHIN THE  MEANING OF  "CONTROL
         PERSON"  UNDER  APPLICABLE  FEDERAL  AND STATE  SECURITIES  LAWS,  AND,
         CONSEQUENTLY, THE UNCERTAINTY CONCERNING THE AVAILABILITY OF EXEMPTIONS
         FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT AND SIMILAR
         STATE  SECURITIES  AND  "BLUE  SKY"  LAWS,   POTENTIAL   RECIPIENTS  OF
         SECURITIES  UNDER THE PLANS SHOULD CONSIDER  CAREFULLY AND CONSULT WITH
         THEIR OWN ATTORNEYS AND OTHER ADVISERS WITH RESPECT TO THESE MATTERS.

         D. MISCELLANEOUS PLAN PROVISIONS

         The Parent Plan  provides  that, on or after the  Effective  Date,  the
board of directors of Vista, as Reorganized  Debtor, may adopt an incentive plan
which may include options to acquire shares of New Common Stock to be granted to
its officers and directors.

         In accordance with both Plans,  the Debtors shall retain each and every
claim,  demand,  or cause of action  which a debtor in  possession  has power to
assert  under the  Bankruptcy  Code,  including  actions for the  avoidance  and
recovery  pursuant to Section 550 of the Bankruptcy Code of transfers  avoidable
by reason of Sections 544, 545, 547, 548, 549, or 553(b) of the Bankruptcy Code,
and the Debtors'  rights therein shall be deemed  transferred to the Reorganized
Debtors on the Effective Date. The Reorganized  Debtors may commence or continue
in any  appropriate  court or  tribunal  any suit or  other  proceeding  for the
enforcement of such claims.  The Debtors have identified persons or entities who
received  payments  within 90 days prior to the  Chapter 11  filings,  and those
parties  are listed on Exhibit D attached  hereto.  The  Debtors  are  currently
investigating  whether  to pursue  claims or  causes  of  action  for  avoidable
transfers against those parties listed on Exhibit D attached hereto. Some or all
of such  persons or  entities  may  dispute or deny that causes of action may be
brought against them and could assert defenses  thereto.  The  investigation has
not been completed and no decision has been made yet with respect to the pursuit
thereof.

         Pursuant  to  both  Plans,  the  appointment  of  the  Committee  shall
terminate on the Effective Date of the Subsidiaries' Plan.

            VII. TIMING AND MANNER OF DISTRIBUTIONS UNDER THE PLANS

         Both Plans state that distributions made thereunder are in exchange for
and in complete satisfaction, discharge, and release of all Claims of any nature
whatsoever  against  the  Reorganized  Debtors  and the  Debtors or any of their
respective  Estates,   assets,  or  properties,   except  as  may  otherwise  be
specifically  provided  in the  Plans.  Distributions  under the Plans  shall be
deemed  made by the  Reorganized  Debtors or their  designees  to the holders of
Allowed  Claims when  deposited in the United  States mail,  first class postage
prepaid and directed to the Creditor at the address  denominated in the proof of
claim filed with the Bankruptcy  Court, or if the Creditor has not filed a proof
of claim, to the Creditor at the address listed in the Debtors' Schedules, or to
such other address as the Creditor  shall provide in writing to the  Reorganized
Debtors in accordance with the notice provisions detailed in the Plans; provided
however,  that all  distributions  to the holders of Allowed  Senior Note Claims
shall be made in  accordance  with the Senior Note  Indenture.  The  Reorganized
Debtors will cause  distributions of New Senior Notes and New Common Stock to be
made  initially  to the New Notes  Indenture  Trustee  and the  Transfer  Agent,
respectively,  who will make the distributions to the holders of Allowed General
Unsecured  Claims or, in the case of holders of Allowed  Senior Note Claims,  to
the Indenture

                                       34

         Trustee  for  further  distribution  to  individual  holders of Allowed
         Senior  Note  Claims in  accordance  with the  Senior  Note  Indenture.
         Notwithstanding any provisions in the Plans to the contrary, the Senior
         Note Indenture will continue in effect to the extent necessary to allow
         the Indenture Trustee to receive and make distributions pursuant to the
         Plans on account of Allowed Senior Note Claims.

         A. EFFECTIVE DATE DISTRIBUTION

         On the Effective Date, or as soon  thereafter as practicable,  the then
Available Notes and Available Shares shall be distributed on a Pro Rata basis to
the holders of Allowed General Unsecured Claims in Class 5 under both the Parent
Plan and the  Subsidiaries'  Plan. A Disputed Claims Reserve will be established
for those  Claims in Class 5 under  both  Plans  that are not yet  resolved  and
Allowed on the  Effective  Date.  The  Disputed  Claims  Reserve is discussed in
detail in the next paragraph.

         B. DISPUTED CLAIMS RESERVE

         On  the  date  on  which  the  Reorganized  Debtors  make  the  initial
distribution to holders of Allowed General Unsecured Claims pursuant to Sections
7.1 and 7.2 of the Plans,  the  Reorganized  Debtors  shall deposit with the New
Notes  Indenture  Trustee an  aggregate  number of New Senior Notes and with the
Transfer Agent an aggregate  number of shares of New Common Stock  sufficient to
distribute to each holder of a Disputed  General  Unsecured Claim (i) the number
of New Senior  Notes and shares of New Common  Stock that such holder would have
been  entitled  to  receive  under the Plans if such  Claim had been an  Allowed
General Unsecured Claim on the date of such initial  distribution,  or (ii) such
amount as the Bankruptcy  Court may otherwise order (defined in the Plans as the
"Disputed  Claims  Reserve").  New Senior  Notes and shares of New Common  Stock
shall be withheld by the New Notes  Indenture  Trustee and the  Transfer  Agent,
respectively,  and reserved for distribution to holders of Disputed Claims until
such time as such  notes  and/or  shares are  distributed  to holders of Allowed
Claims. Until such distribution, shares of New Common Stock held for the benefit
of holders of Disputed  General  Unsecured  Claims  shall be treated as treasury
stock for voting purposes. The holder of a Disputed General Unsecured Claim that
becomes  an Allowed  Claim  subsequent  to the  Effective  Date shall  receive a
distribution  of New Senior Notes and New Common Stock from the Disputed  Claims
Reserve as soon thereafter as is practicable.  Such distributions  shall be made
in  accordance  with the Plans based on the  distributions  that would have been
made to such holder under the Plans if the Disputed General  Unsecured Claim had
been an Allowed Claim on or prior to the Effective  Date. If at any time or from
time to time after the  Effective  Date,  there shall be New Senior Notes and/or
shares of New Common Stock in the Disputed Claims Reserve in an amount in excess
of the amount which the Reorganized Debtors are required at such time to reserve
on account of Disputed  General  Unsecured Claims under the Plans or pursuant to
any Order of the  Bankruptcy  Court,  such excess shares of New Common Stock and
excess New Senior Notes shall become  available for  distribution  in accordance
with the Plans.

                                       35

         C. SUBSEQUENT DISTRIBUTION DATE

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

         D. FINAL DISTRIBUTION DATE

         Unless  otherwise  provided  in the  Plans,  to the  extent  there  are
Available  Shares and Available  Notes  subsequent  to the  Effective  Date as a
result of the  release of shares of New Common  Stock and New Senior  Notes from
the Disputed  Claims Reserve in accordance  with Section 7.3 of the Plans or the
return of unclaimed,  undeliverable  or time-barred  distributions to holders of
Allowed  General  Unsecured  Claims  pursuant to Section 7.16 of the Plans,  the
Reorganized  Debtors shall cause the Transfer Agent and the New Notes  Indenture
Trustee to distribute on the Final  Distribution  Date all such Available Shares
and Available Notes to the holders of General  Unsecured Claims entitled thereto
that were Allowed on the Effective Date, or subsequently  have become Allowed on
or before  the Final  Distribution  Date,  in  amounts  necessary  to cause such
holders to have received  aggregate  distributions of shares of New Common Stock
and  New  Senior  Notes  in  respect  of  such  Allowed   Claims  equal  to  the
distributions  that such holders  would have received in respect of such Allowed
General  Unsecured Claims on the Effective Date if (i) such Available Shares and
Available Notes had been available for  distribution on the Effective Date, (ii)
such Allowed General  Unsecured Claims had been Allowed on the Effective Date in
the amounts in which they are Allowed on the Final  Distribution Date, and (iii)
Claims  or  portions  thereof  that have  become  disallowed

                                       36

subsequent to the Effective  Date and on or before the Final  Distribution  Date
had been disallowed on the Effective Date.

         E. MISCELLANEOUS DISTRIBUTION PROVISIONS

         Both Plans state that no fractional  denominations  of New Senior Notes
and New Common  Stock shall be issued.  Whenever  the issuance of any New Senior
Note would  otherwise call for the issuance in an amount for a fraction of a New
Senior Note (issued in $1,000  denominations),  the actual  issuance of such New
Senior Note shall  reflect a rounding of such  fraction to the nearest whole New
Senior Note  denomination (up or down),  with half  denominations  being rounded
down.  Whenever  any payment of a fraction of a share of New Common  Stock would
otherwise  be  required  under the  Plans,  the actual  distribution  made shall
reflect a rounding of such  fraction  to the  nearest  whole share (up or down),
with half shares or less being rounded down and fractions in excess of a half of
a share being rounded up.

         In  accordance  with  both  Plans,  on the  close  of  business  on the
Confirmation  Date, the Debtors'  records for transfer of the Senior Notes shall
close and the Debtors,  the Reorganized Debtors, and the Indenture Trustee shall
not be obligated to recognize of record any transfers of Senior Notes  occurring
after that date. The Debtors, the Reorganized Debtors, and the Indenture Trustee
shall be  entitled  to  recognize  and deal for  purposes of the Plans with only
those  record  holders of the Senior  Notes as of the close of  business  on the
Confirmation Date.

         No distributions  pursuant to the Plans shall be made with respect to a
Disputed  Claim  (or any  Disputed  portion  of a Claim)  unless  and  until all
objections  to  such  Disputed  Claim  have  been  determined  by  Final  Order.
Distributions  to  each  holder  of a  Disputed  Claim  to the  extent  that  it
ultimately  becomes  an  Allowed  Claim  shall  be made in  accordance  with the
applicable   provisions   of  the  Plans  with  respect  to  such  Claim.   Such
distributions shall be made as soon as practicable after the date that the order
or judgment allowing such Claim (or portion thereof) becomes a Final Order.

         The Plans provide that any  distribution  of Cash under the Plans which
is unclaimed for a period of six months after the Final  Distribution Date shall
revert to the Reorganized  Debtors,  and the claim of any holder with respect to
such property, or the claims of any state under its escheat, unclaimed property,
or similar laws with respect to such property (which state shall not be deemed a
holder of a Claim  under  such laws for the  purposes  of the  Plans),  shall be
discharged and forever barred.  Distributions  under the Plans consisting of New
Senior Notes or New Common Stock that are  unclaimed  for a period of six months
after the Final Distribution Date shall be canceled and any dividend or interest
which has accrued with respect to such  securities  shall be  transferred to the
Reorganized   Debtors  and  entitlement  by  the  holder  of  a  Claim  to  such
distribution shall be extinguished and forever barred.

                  VIII. OBJECTIONS TO AND RESOLUTION OF CLAIMS

         In accordance with both Plans, the Debtors and the Reorganized  Debtors
shall have the exclusive right to make and file objections to Claims  subsequent
to the Effective Date. All

                                       37

objections  that are not settled  shall be litigated  to a Final  Order.  Unless
otherwise  ordered by the  Bankruptcy  Court,  the Debtors  and the  Reorganized
Debtors shall file all objections to Claims (other than  Administrative  Claims)
that are the  subject  of proofs of claim and  serve  such  objections  upon the
holders  of  the  Claim  as to  which  the  objection  is  made  as  soon  as is
practicable, but in no event later than 90 days after the Effective Date or such
later date as may be  approved  by the  Bankruptcy  Court.  Except as  otherwise
provided  in the Plans,  a Person  asserting  an  Administrative  Claim in these
Chapter  11  Cases  must  comply  with  the  requisites  of  Section  503 of the
Bankruptcy  Code,  including  filing a  request  for  payment  thereof  with the
Bankruptcy  Court  on or  prior  to  the  Administrative  Claim  Bar  Date.  The
Bankruptcy Court will schedule a hearing on  Administrative  Claims filed in the
Chapter 11 Cases,  and the Debtors  and the  Reorganized  Debtors  shall have an
opportunity to assert objections thereto at such hearing.

         The Debtors and the Reorganized  Debtors reserve the right in the Plans
to object to any and all  Claims  filed in these  Chapter  11 Cases and to amend
their Schedules to dispute Claims, if and as deemed appropriate, for purposes of
allowance  and  distribution  and for  purposes  of voting on the  Plans.  If an
objection  to a  Claim  (or  portion  thereof)  is  filed  by the  Debtors,  the
Reorganized Debtors, or any other party in interest, or if the Claim (or portion
thereof) is Contingent, unliquidated, or filed in an undetermined or unspecified
amount,  then no distributions under the Plans shall be made to that holder of a
Claim (or in respect of such  Disputed  portion),  as the case may be, until the
matter is determined by the entry of a Final Order.

         Both Plans provide that the Debtors and the  Reorganized  Debtors shall
not be required  to make  specific  objections  to proofs of claim that allege a
right to recover postpetition interest, penalties, fees, and other accruals with
respect  to  prepetition  Claims  (except  proofs  of  Secured  Claims  alleging
entitlement to such accruals pursuant to Section 506(b) of the Bankruptcy Code),
and any claim amounts  attributable to such  postpetition  interest,  penalties,
fees,  and  other  accruals  shall  be  disallowed  in full  upon  entry  of the
Confirmation Order; provided,  however, that this disallowance may be subject to
reconsideration  with respect to a  particular  Claim upon motion filed with the
Bankruptcy Court and served upon the Debtors and the Reorganized Debtors.

         The Plans provide that, on the Effective Date, the Reorganized  Debtors
shall place into reserve an amount of Cash equal to (i) the sum of the aggregate
amount of all  Disputed  Administrative  Claims,  Disputed  Priority Tax Claims,
Disputed Other Priority Claims, and Disputed  Convenience  Claims,  plus (ii) an
amount to be determined by the Bankruptcy  Court to be reserved for any Disputed
Administrative Claims, Disputed Priority Tax Claims, and Disputed Other Priority
Claims  that  are  Contingent,  unliquidated,  or filed  in an  undetermined  or
unspecified amount (defined in the Plans as the "Administrative,  Priority,  and
Convenience Claims Reserve").

         Pursuant to both Plans, Cash held in the Administrative,  Priority, and
Convenience  Claims  Reserve shall be deposited in a segregated  bank account or
accounts in the name of the Reorganized  Debtors and designated as held in trust
for the benefit of holders of Allowed

                                       38

Administrative  Claims,  Allowed  Priority Tax Claims,  Allowed  Other  Priority
Claims,  and Allowed  Convenience  Claims.  Cash held in such reserve  shall not
constitute  property of the Reorganized  Debtors.  The Reorganized Debtors shall
invest the Cash held in the  Administrative,  Priority,  and Convenience  Claims
Reserve in a manner  consistent  with Section 345 of the  Bankruptcy  Code.  The
Reorganized  Debtors  shall pay,  or cause to be paid,  out of the funds held in
such reserve,  any tax imposed thereon by any governmental  unit with respect to
income  generated  by  Cash  held  in  this  reserve.   Any  Cash  held  in  the
Administrative,   Priority,   and   Convenience   Claims   Reserve   after   all
Administrative, Priority, and Convenience Claims have been Allowed or disallowed
shall be transferred to and become the property of the Reorganized Debtors.

                  If,   on  or  after   the   Effective   Date,   any   Disputed
Administrative,  Priority,  or Convenience  Claim becomes an Allowed Claim,  the
Reorganized Debtors shall, 30 days after the date on which such Claim becomes an
Allowed Claim,  or as soon  thereafter as is  practicable,  distribute  from the
Administrative,  Priority,  and Convenience Claims Reserve to the holder of such
Allowed Claim Cash equal to the amount that such holder would have been entitled
to had such Claim been Allowed on the Effective Date.

                  Both Plans provide that the Debtors or the Reorganized Debtors
may, at any time,  request that the Bankruptcy Court estimate any Disputed Claim
(including  any Contingent  Claim)  pursuant to Section 502(c) of the Bankruptcy
Code  regardless of whether the Debtors or the  Reorganized  Debtors  previously
objected  to such  Claim.  The  Bankruptcy  Court will  retain  jurisdiction  to
estimate  any Claim at any time,  including  during  litigation  concerning  any
objection to such Claim.  In the event that the Bankruptcy  Court  estimates any
Disputed Claim,  that estimated amount may constitute  either the Allowed amount
of such Claim, the amount on which a reserve is to be calculated for purposes of
the Disputed  Claims Reserve or the  Administrative,  Priority,  and Convenience
Claims  Reserve,  or a maximum  limitation  on such Claim,  as determined by the
Bankruptcy  Court. If the estimated amount  constitutes a maximum  limitation on
such  Claim,  the  Debtors or the  Reorganized  Debtors  may elect to pursue any
supplemental proceedings to object to any ultimate payment of such Claim. All of
the aforementioned  Claims objection,  estimation and resolution  procedures are
cumulative and not necessarily exclusive of one another.

         IX. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

         Section 365 of the Bankruptcy Code provides that a debtor may assume or
reject executory  contracts and unexpired leases. In this context,  "assumption"
means that a debtor agrees to perform its  obligations  and to cure all existing
defaults  under the assumed  contract  or lease,  and  "rejection"  means that a
debtor is relieved of its  obligations  to perform  further under the applicable
contract  or lease,  but may be subject to a claim for damages for breach of the
rejected  contract or lease.  Pursuant to Section  365(d)(2)  of the  Bankruptcy
Code, a debtor may assume or reject certain executory  contracts until such time
as a  plan  is  confirmed.  Under  the  Bankruptcy  Code,  unexpired  leases  of
nonresidential  real property must be assumed or rejected within sixty (60) days
after the date of the Chapter 11 filing or upon the  expiration of such

                                       39

extended period of time as the Bankruptcy Court may order. When these Chapter 11
Cases were filed,  the Debtors were  parties to a number of unexpired  leases of
real property. During the course of these Chapter 11 Cases, the Bankruptcy Court
extended the Debtors' time period to determine whether to assume or reject their
nonresidential real property leases through and including May 31, 2001.

         Under the Plans,  all executory  contracts and unexpired leases (within
the meaning of Section 365 of the  Bankruptcy  Code) (i) which are not expressly
the subject of a motion to the  Bankruptcy  Court for an order of  assumption or
for an order for rejection pending as of the Effective Date, (ii) which have not
been assumed or rejected  prior  thereto by the Debtors  pursuant to an order of
the Bankruptcy  Court or operation of the Bankruptcy  Code,  (iii) which are not
listed on the Assumption Schedule attached to both Plans as Exhibit B (as it may
be amended from time to time prior to the Confirmation  Hearing,  upon notice to
affected  parties),  or (iv) which are not  listed in Section  9.4 of the Parent
Plan as being  assumed  thereunder,  shall be  deemed to be  REJECTED  AS OF THE
EFFECTIVE  DATE,  in accordance  with Section 365 of the  Bankruptcy  Code.  The
executory  contracts  and  unexpired  leases listed on Exhibit B attached to the
Plans (as it may be amended from time to time prior to the Confirmation  Hearing
upon  notice  to  affected  parties)  shall be deemed  to be  ASSUMED  AS OF THE
EFFECTIVE  DATE,  in accordance  with Section 365 of the  Bankruptcy  Code.  The
Debtors  have  listed  on  Exhibit B to the  Plans  the  nondebtor  party to the
contract or lease,  the type of contract or lease,  and the amount necessary (if
any) based upon the Debtors'  records to cure all defaults under the contract or
lease to be  assumed.  Entry of the  Confirmation  Order  shall  constitute  the
approval,  in accordance  with Sections  365(a) and 1123(b)(2) of the Bankruptcy
Code, of the Debtors'  rejection and  assumption of the executory  contracts and
unexpired leases deemed rejected and assumed pursuant to the Plans.

         All Claims for damages  arising from  executory  contracts or unexpired
leases  that are deemed  rejected  pursuant  to Section 9.1 of the Plans must be
filed with the Bankruptcy Court by no later than thirty (30) days after entry of
the  Confirmation  Order. Any rejection Claims not filed within such time period
will be forever barred from being asserted  against the Debtors,  their Estates,
and the  Reorganized  Debtors.  All Allowed Claims arising from the rejection of
executory contracts or unexpired leases shall be treated as Class 5 Claims under
the Plans.

         In accordance  with Section 365 of the  Bankruptcy  Code, and except as
otherwise agreed by the parties,  the Reorganized  Debtors will cure any and all
undisputed  defaults under any executory  contracts or unexpired leases that are
assumed pursuant to the Plans within 60 days of the Effective Date. All disputed
defaults  that are required to be cured shall be cured either  within 30 days of
the entry of a Final Order  determining  the amount,  if any, of the Debtors' or
the

                                       40

Reorganized  Debtors'  liability  with respect  thereto,  or as may otherwise be
agreed to by the parties.

         Under the Parent Plan, unless otherwise modified to the satisfaction of
the Committee  prior to the  Confirmation  Hearing,  the  prepetition  change in
control  agreements  for  executive  officers  of Vista (the  "Change in Control
Agreements")  shall be deemed  rejected in  accordance  with  Section 365 of the
Bankruptcy  Code. Any Claim  resulting from the rejection of a Change in Control
Agreement  shall be  treated as a General  Unsecured  Claim in Class 5 under the
Parent Plan. The Parent Plan provides that all other employee  compensation  and
benefit  plans,  policies,  and  programs of Vista  applicable  generally to its
employees,  including  agreements  and  programs  subject to Section 1114 of the
Bankruptcy  Code,  as in  effect  on  the  Effective  Date,  including,  without
limitation,  all savings plans,  retirement plans, health care plans, disability
plans, severance benefit plans, incentive plans, and life, accidental death, and
dismemberment  insurance  plans,  shall be deemed to be, and shall be treated as
though they are, executory contracts that are ASSUMED under the Parent Plan, and
Vista's  obligations  under such  agreements  and  programs  shall  survive  the
Effective  Date of the Parent Plan,  without  prejudice to Vista's  rights under
applicable  non-bankruptcy  law to modify,  amend,  or terminate  the  foregoing
arrangements,  except for such executory  contracts or plans as have  previously
been terminated, or rejected,  pursuant to a Final Order, or specifically waived
by the beneficiaries of such plans, contracts, or programs. The Parent Plan also
provides that the employee severance program that was approved by the Bankruptcy
Court in its Order Authorizing and Approving Employee Severance Program, entered
in the Chapter 11 Cases on April 18,  2000,  shall be binding  upon Vista,  as a
Reorganized Debtor, through and including one year after the Effective Date.

         Under the Plans, all of the Debtors' rights arising under any insurance
policies and any agreements, documents, or instruments relating thereto shall be
deemed transferred to the Reorganized Debtors on the Effective Date.

        X. CONDITIONS PRECEDENT TO PLAN CONFIRMATION AND EFFECTIVE DATE

         Each Plan provides that Confirmation thereof shall not occur unless and
until each of the  following  conditions  shall have been  satisfied  in full or
waived in accordance with Section 10.3 thereof:

                  (a) The Bankruptcy  Court shall have entered the  Confirmation
Order in a form and substance satisfactory to the Debtors and the Committee;

                  (b)  The   Bankruptcy   Court  shall  have  entered  an  order
confirming the other Plan; and

                  (c) Vista, FNL, Midwest, and New West shall have completed the
disposition of their vision centers in  free-standing  locations,  such as malls
and strip  centers,  and shall have either (i) assumed and  assigned  the leases
related to these free-standing locations to a purchaser

                                       41

or purchasers or (ii)  rejected such leases,  in accordance  with Section 365 of
the Bankruptcy Code.

         Each Plan provides  that the Effective  Date shall not occur unless and
until each of the  following  conditions  shall have been  satisfied  in full or
waived in accordance with Section 10.3 thereof:

                  (a) The  Confirmation  Order,  in a form  satisfactory  to the
Debtors and the Committee, shall have become a Final Order;

                  (b) The order  confirming  the other Plan shall have  become a
Final Order;

                  (c) The  Reorganized  Debtors shall have entered into a senior
secured credit  facility in an amount and upon terms and conditions to be agreed
to among the Debtors and the Committee; and

                  (d) With  respect only to the Parent  Plan,  the  Confirmation
Order or other Final Order entered by the  Bankruptcy  Court shall have approved
the substantive  consolidation of the Consolidated  Debtors with and into Vista,
as described in Section 6.1 of such Plan.

         In  accordance  with Section 10.3 of both Plans,  the Debtors may waive
any  or all of  the  conditions  precedent  for  confirmation  of the  Plans  or
occurrence of the Effective  Date at any time with the consent of the Committee,
without leave of or order of the Bankruptcy Court and without any formal action.

         XI. VOTING ON AND CONFIRMATION OF THE PLANS OF REORGANIZATION

         A. VOTING PROCEDURES

         In accordance  with Sections 1126 and 1129 of the Bankruptcy  Code, the
Claims  and  Equity  Interests  in  Classes  4, 5, 6, 7, and 8 of the  Plans are
Impaired.  The holders of Allowed Claims in Classes 4 and 5 are entitled to vote
to accept or reject the Plans.  Because  the holders of Class 6 and 7 Claims and
Class 8 Equity  Interests shall receive no distribution  under the Plans,  these
Classes are presumed to have voted to reject the Plans and the  solicitation  of
acceptances with respect to such Classes is therefore not required under Section
1126(g) of the  Bankruptcy  Code.  Claims in Classes 1, 2, and 3 are  unimpaired
under the  Plans.  The  holders of Allowed  Claims in each of such  Classes  are
conclusively  presumed  to have  accepted  the  Plans  and the  solicitation  of
acceptances with respect to such Classes therefore is not required under Section
1126(f) of the Bankruptcy  Code.  Separate  ballots will be cast with respect to
Claims  asserted  against each Debtor under the Plans.  Voting  results shall be
determined separately for each Debtor.

         As to classes of claims entitled to vote on a plan, the Bankruptcy Code
defines acceptance of a plan by a class of creditors as acceptance by holders of
at least  two-thirds  in dollar  amount and more than  one-half in number of the
claims of that class that have timely

                                       42

voted to accept or reject a plan. A vote on the Plans may be  disregarded if the
Bankruptcy  Court  determines,  after notice and a hearing,  that  acceptance or
rejection was not solicited or procured in good faith or in accordance  with the
provisions of the Bankruptcy Code.

         B. CONFIRMATION HEARING

         The Bankruptcy  Code requires the Bankruptcy  Court,  after notice,  to
hold a confirmation  hearing to consider the Plans. The Confirmation Hearing for
the Debtors'  Plans has been  scheduled for May 17, 2001, at 9:30 a.m.,  Eastern
Time,  before the Honorable James E. Massey,  United States Bankruptcy Court for
the  Northern  District of  Georgia,  75 Spring  Street  S.W.,  Courtroom  1201,
Atlanta,  Georgia 30303. The Confirmation  Hearing may be adjourned from time to
time by the Bankruptcy  Court without  further notice except for an announcement
of the  adjourned  date  made at the  Confirmation  Hearing.  Any  objection  to
confirmation  must be made in writing and specify in detail the name and address
of the  objector,  all grounds for the  objection and the amount of the Claim or
number of shares of common stock of the Debtors or other Equity  Interests  held
by the objector.  Any such objection must be filed with the Bankruptcy Court and
served so that it is received by the Clerk of the United States Bankruptcy Court
for the  Northern  District  of  Georgia,  75 Spring  Street  S.W.,  Suite 1340,
Atlanta, Georgia 30303, and the parties listed below on or before May 14, 2001:

         Michael D. Langford,  Esq.,  Kilpatrick  Stockton LLP,  counsel for the
Debtors, 1100 Peachtree Street, Suite 2800, Atlanta, Georgia 30309-4530;

         Grant T. Stein, Esq., co-counsel for the Committee,  Alston & Bird LLP,
1201 West Peachtree Street, Atlanta, Georgia 30309-3424; and

         Chaim J. Fortgang, Esq., Wachtell, Lipton, Rosen & Katz, co-counsel for
the Committee, 51 West 52nd Street, New York, NY 10019-6150.

         C. REQUIREMENTS FOR PLAN CONFIRMATION

         In order to confirm the Plans,  the  Bankruptcy  Code requires that the
Bankruptcy Court make a series of determinations concerning the Plans, including
that (1) the Plans have classified  Claims and Equity Interests in a permissible
manner;  (2) the Plans comply with the technical  requirements  of Chapter 11 of
the  Bankruptcy  Code; (3) the Debtors have proposed the Plans in good faith and
not by any means  forbidden by law; (4) the Debtors'  disclosures as required by
Chapter  11 of  the  Bankruptcy  Code  have  been  adequate  and  have  included
information  concerning  all  payments  made  or  promised  by  the  Debtors  in
connection  with the  Plans;  (5) that one or more of the  Classes  of  Impaired
Claims has voted to accept the Plans; and (6) that the Plans do not discriminate
unfairly and are fair and equitable to any nonaccepting Class of Impaired Claims
and Equity Interests. The Debtors believe that all of these conditions will have
been met by the date set for the hearing on  confirmation  of the Plans and will
seek  rulings  of the  Bankruptcy  Court to such  effect  at that  hearing.  The
Bankruptcy  Code also requires that the Plans be accepted by the requisite votes
of Creditors and stockholders (except to the extent that "cramdown" is available
under Section 1129(b) of the Bankruptcy Code, as described below),

                                       43

and that the Plans are in the "best interests" of Creditors and stockholders. To
confirm the Plans,  the Bankruptcy  Court must find that all of these conditions
are met (unless the applicable  provisions of Section  1129(b) of the Bankruptcy
Code are  utilized,  in which case the Plans  could be  confirmed  even though a
particular  Class does not accept the Plans).  The requirements for confirmation
of a Chapter 11 plan are set forth in detail in Section  1129 of the  Bankruptcy
Code. The following is a summary  statement of some of those  standards that may
be pertinent to confirmation of the Plans proposed by the Debtors.

                  1.   CLASSIFICATION  OF  CLAIMS  AND  EQUITY  INTERESTS.   The
Bankruptcy Code requires that a plan place each Creditor's Claim and each holder
of an Equity  Interest in a Class with other Claims and Equity  Interests  which
are  "substantially  similar."  The  Debtors  believe  that the  Plans  meet the
classification requirements of the Bankruptcy Code.

                  2. IMPAIRMENT AND VOTING.  Except to the extent that 11 U.S.C.
Section  1129(b) may be invoked,  each Class of Allowed Claims and each Class of
Equity  Interests must either accept the Plans or must not be Impaired under the
Plans.  A Class is "Impaired" if the legal,  equitable,  or  contractual  rights
attaching to the Claims or Equity  Interests of that Class are  modified,  other
than by payment in full in cash on the Effective Date or by curing  defaults and
reinstating maturity.  Classes of Claims that are not "Impaired" under the Plans
are deemed to have accepted the Plans.

         In general,  an Impaired  Class of Claims has voted to accept the Plans
if the Plans have been accepted by Creditors that hold at least two-thirds (2/3)
in amount and more than one-half  (1/2) in number of the Allowed  Claims of such
Class held by Creditors that have voted.  Holders of Claims who fail to vote are
not counted as either accepting or rejecting the Plans.

         The vote of the Class binds all members of the Class.  Thus, if a Class
votes to accept the Plans,  the  provisions of the  Bankruptcy  Code designed to
protect  rejecting  Classes  cannot be invoked even by members of that Class who
voted to reject the Plans. Conversely, if a Class rejects the Plans, the members
of that Class who voted to accept the Plans will be deprived of the  benefits of
the Plans if it is not confirmed.

                  3. "BEST INTERESTS"  TEST. Even if the Debtors'  Creditors and
stockholders  accept the Plans by the requisite votes, the Bankruptcy Court must
make an independent finding as to whether the Plans are in the best interests of
Creditors and  stockholders  before it may confirm the Plans. The best interests
test  requires  that,  with respect to each  Impaired  Class of Claims or Equity
Interests under the Plans,  the Bankruptcy Court must find that each holder of a
Claim or Equity  Interest in that Impaired Class (i) has accepted the Plans,  or
(ii) will receive or retain under the Plans,  money or other property  which, as
of the  Effective  Date of the Plans,  has a value not less than the amount such
holder  would  receive if the Debtors  were  liquidated  under  Chapter 7 of the
Bankruptcy  Code on such date.  With  respect to each Class of  Impaired  Claims
under the Plans,  either each holder of a Claim in such Class must have accepted
the Plans,  or will  receive or retain  under the Plans on account of such Claim
property of a value,  as of the  Effective  Date of the Plans,  that is not less
than the  amount  such  claimant  would  receive or retain if the  Debtors  were
liquidated on such date under Chapter 7 of the Bankruptcy Code. The

                                       44

Debtors  submit that  Creditors  in Classes 4 and 5 will  receive more under the
Plans  than they would  receive in a Chapter 7  liquidation.  The  Debtors  also
submit that Classes 6, 7, and 8, which receive no distribution  under the Plans,
would likewise  receive no distribution  in a Chapter 7 liquidation.  Based upon
the  discussion  contained  below in the  liquidation  analysis  section of this
Disclosure  Statement,  the Debtors believe the best interests test has been met
with  respect  to the  holder  of each  Claim or Equity  Interest  that is in an
Impaired Class under the Plans.

                  4. LIQUIDATION  ANALYSIS.  To determine what holders of Claims
and Equity  Interests of each  Impaired  Class would receive if the Debtors were
liquidated  under  Chapter 7, the  Bankruptcy  Court must  determine  the dollar
amount that would be generated from the  liquidation of the Debtors'  assets and
properties in the context of a Chapter 7 liquidation  case. The Cash amount that
would be available for satisfaction of Claims and Equity Interests would consist
of the proceeds  resulting from the disposition of the  unencumbered  assets and
properties  of the  Debtors,  augmented  by the  unencumbered  Cash  held by the
Debtors  at the time of the  commencement  of the  liquidation  case.  This Cash
amount  would  be  reduced  by the  amount  of the  costs  and  expenses  of the
liquidation and by such additional administrative and priority Claims that might
result from the  termination  of the Debtors'  business and the use of Chapter 7
for the purposes of liquidation.

         The Debtors'  costs of  liquidation  under  Chapter 7 would include the
fees  payable  to a Chapter 7 trustee  or  trustees,  as well as those fees that
might be payable to attorneys and other  professionals that such a trustee might
retain.  Furthermore,  Claims would arise  because of the breach or rejection of
leases and executory  contracts as well as breach of various obligations entered
into by the Debtors  during the pendency of the Chapter 11 Cases.  The foregoing
types of Claims and other  Claims  that  might  arise in a  liquidation  case or
result from the pending Chapter 11 Cases, including any unpaid expenses incurred
by the  Debtors  and  the  Committee  during  the  Chapter  11  Cases,  such  as
compensation for attorneys,  financial advisors, and accountants,  would be paid
in full from the liquidation proceeds before the balance of those proceeds would
be made available to pay prepetition Claims.

         To  determine if the Plans are in the best  interests of each  Impaired
Class, the present value of the distributions from the proceeds of a liquidation
of the  Debtors'  unencumbered  assets and  properties,  after  subtracting  the
amounts attributable to the foregoing Claims, is then compared with the value of
the property  offered to such Classes of Claims and Equity  Interests  under the
Plans.

         After  considering the effects that a Chapter 7 liquidation  would have
on the ultimate proceeds  available for distribution to Creditors in the Chapter
11 Cases,  including (i) the increased costs and expenses of a liquidation under
Chapter 7 arising from fees payable to a trustee in bankruptcy and  professional
advisors  to such  trustee,  (ii) the  erosion in value of assets in a Chapter 7
case in the context of the expeditious  liquidation required under Chapter 7 and
the  "forced  sale"  atmosphere  that would  prevail  and (iii) the  substantial
increases in Claims  which would be  satisfied on a priority  basis or on parity
with  Creditors  in the  Chapter 11 Cases,  the

                                       45

Debtors have determined  that  confirmation of the Plan will provide each holder
of an Allowed  Claim or Equity  Interest  with a recovery  that is not less than
such holder would receive  pursuant to  liquidation of the Debtors under Chapter
7.

         The Debtors also believe  that the value of any  distributions  to each
Class of Allowed  Claims in Chapter 7,  including all Secured  Claims,  would be
less than the value of distributions  under the Plans because such distributions
in Chapter 7 may not occur for a  substantial  period of time. It is likely that
distribution of the proceeds of the  liquidation  could be delayed for two years
after the completion of such  liquidation in order to resolve Claims and prepare
for  distributions.  In the likely event  litigation  were  necessary to resolve
Claims asserted in Chapter 7, the delay could be prolonged.

         Attached to this Disclosure  Statement as Exhibit E is a summary of the
liquidation  values of the Debtors' assets,  assuming a Chapter 7 liquidation in
which a trustee or trustees would  liquidate the assets of the Debtors'  Estates
(the "Liquidation  Analysis").  Underlying the Liquidation Analysis are a number
of estimates and assumptions that, although developed and considered  reasonable
by the Debtors'  management,  are inherently subject to significant economic and
competitive  uncertainties and  contingencies  beyond the control of the Debtors
and their management. The Liquidation Analysis is also based on assumptions with
respect to liquidation  decisions that are subject to change.  Accordingly,  the
values  reflected might not be realized if the Debtors were, in fact, to undergo
such a liquidation.

                  5.  FEASIBILITY.  In order for the Plans to be confirmed,  the
Bankruptcy  Court must determine that they are feasible,  which  generally means
that the  Reorganized  Debtors  will have  sufficient  resources  to meet  their
obligations  under the Plans on a timely  basis.  For  purposes  of  determining
whether  the  Plans  satisfy  this   requirement,   the  Debtors  have  prepared
projections  which are discussed in the  "Projections  and  Valuation  Analysis"
section of this Disclosure Statement. Based upon these projections,  the Debtors
believe  that the  Reorganized  Debtors  will be able to make all  distributions
required pursuant to the Plans and, therefore, that confirmation of the Plans is
not likely to be followed by liquidation or the need for further reorganization.
Accordingly, the Debtors believe that their Plans are feasible.

                  6.  CRAMDOWN:  CONFIRMATION  OF  THE  PLAN  WITHOUT  NECESSARY
ACCEPTANCES.  Under  circumstances  which are set  forth in  detail  in  Section
1129(b) of the Bankruptcy  Code,  the  Bankruptcy  Court may confirm a plan even
though an Impaired Class of Allowed Claims or Equity  Interests has rejected the
plan.  If the  plan  is not  accepted  by all of the  Impaired  Classes,  but is
accepted by at least one Impaired  Class (not counting  votes by insiders),  and
the  Bankruptcy  Court  concludes that the plan does not  discriminate  unfairly
against, and is fair and equitable to, each such non-accepting Impaired Class of
Allowed Claims or Equity Interests, the plan may be confirmed.

         As used in the Bankruptcy Code, the phrases "discriminate unfairly" and
"fair and equitable" have specific  meanings  unique to federal  bankruptcy law.
The requirement that a plan not "discriminate  unfairly" means that a dissenting
Class must be treated equally with respect to other Classes of the same rank. In
the event of a cramdown,  Classes which are afforded

                                       46

treatment of unequal value  compared to the treatment  afforded other Classes of
equal rank could not be  maintained  without the consent of other  Classes.  The
"fair and  equitable"  standard  requires  that a rejecting  Class  receive full
compensation  for its Allowed Claims or Equity Interests before any junior Class
receives or retains any property.  If the holders of any Impaired  Class vote to
reject  the  Plans,  the Plans may be  confirmed  under  Section  1129(b) of the
Bankruptcy Code if holders of all Claims and Equity Interests junior to those of
the Impaired  Class do not receive or retain any property  under the Plans.  The
Debtors  will  attempt to invoke these  "cramdown"  provisions  should any Class
whose  acceptance  of the Plans is required fail to accept the Plans because the
Debtors  believe  that  with  respect  to each  Class,  the  Plans  are fair and
equitable  within  the  meaning  of 11  U.S.C.  Section  1129(b)(2),  and do not
discriminate unfairly against such Classes.

                       XII. EFFECTS OF PLAN CONFIRMATION

         A. DISCHARGE

         In accordance with the Plans,  except as otherwise  provided therein or
the Confirmation  Order, upon entry of the Confirmation Order, the Debtors shall
be discharged  from, and their  liability  shall be  extinguished  completely in
respect of, any Claim and/or Debt (with the exception of Intercompany  Claims) ,
whether reduced to judgment or not,  liquidated or  unliquidated,  contingent or
noncontingent,  asserted  or  unasserted,  fixed or not,  matured or  unmatured,
disputed or  undisputed,  legal or  equitable,  known or unknown,  that arose in
connection  with or related to,  directly or  indirectly:  any  agreement of the
Debtors  entered  into  or  obligation  of  the  Debtors   incurred  before  the
Confirmation Date, any acts,  omissions,  transactions,  transfers,  happenings,
facts, or situations which occurred on or before the Confirmation  Date, whether
or  not  known  or  suspected,  or  any  conduct  of the  Debtors  prior  to the
Confirmation Date, and including,  without limitation,  all interest, if any, on
any such Claims and Debts,  whether such  interest  accrued  before or after the
date of commencement of the Chapter 11 Cases, and including, without limitation,
all  Claims  and  Debts  based  upon  or  arising  out of any  acts,  omissions,
transactions,  transfers, happenings, facts, or situations which occurred before
the  Confirmation  Date,  whether  or not known or  suspected,  or  related  to,
directly or indirectly, and from any liability of the kind specified in Sections
502(g), 502(h), and 502(i) of the Bankruptcy Code, whether or not (i) a proof of
claim is filed or is deemed filed under Section 501 of the Bankruptcy Code, (ii)
such Claim is Allowed  under  Section 502 of the  Bankruptcy  Code, or (iii) the
holder of such Claim has accepted the Plans.

         B. VESTING

         Except as otherwise provided in the Plans or the Confirmation Order, on
the  Effective  Date,  the  Reorganized  Debtors shall be vested with all of the
property  of their  respective  Estates,  free and clear of all  Claims,  Liens,
encumbrances,  charges and other  interests of  Creditors  and holders of Equity
Interests,  and the Reorganized  Debtors shall thereafter hold, use, dispose of,
or  otherwise  deal with such  property  and  operate its  business  free of any
restrictions imposed by the Bankruptcy Code or by the Bankruptcy Court.

                                       47

         C. INJUNCTION

         The Plans provide that, except as otherwise expressly provided therein,
the  Confirmation  Order,  or a  separate  order of the  Bankruptcy  Court,  all
entities who have held,  hold, or may hold Claims against or Equity Interests in
the Debtors, or any of them, which arose before or were held as of the Effective
Date,  are  permanently  enjoined,  on and after the  Effective  Date,  from (a)
commencing  or  continuing  in any manner any action or other  proceeding of any
kind against the Debtors, with respect to any such Claim or Equity Interest, (b)
the enforcement,  attachment,  collection, or recovery by any manner or means of
any judgment, award, decree, or order against the Debtors on account of any such
Claim or Equity Interest, (c) creating, perfecting, or enforcing any encumbrance
of any kind against the Debtors or against the property or interests in property
of the  Debtors  on  account  of any such  Claim  or  Equity  Interest,  and (d)
asserting  any right of setoff,  subrogation,  or recoupment of any kind against
any  obligation  due from the Debtors or against the  property or  interests  in
property  of the Debtors on account of any such Claim or Equity  Interest.  Such
injunction shall also extend to the Reorganized  Debtors as the successor of the
Debtors and their properties and interests in property.

         D. RELEASES

         The Plans  state  that,  on the  Effective  Date,  the  Debtors and the
Reorganized Debtors, on behalf of themselves and their Estates,  shall be deemed
to  release  unconditionally  all  of  their  respective  officers,   directors,
employees,  advisors,  attorneys,  financial  advisors,  accountants,  and other
professionals,  the Committee members, and the Committee's advisors,  attorneys,
financial  advisors,  accountants  and  other  professionals,  and each of their
representatives and agents (including any professionals retained by such persons
or entities)  (defined in the Plans as the "Released  Parties") from any and all
claims,  obligations,   suits,  judgments,   damages,  rights,  and  liabilities
whatsoever,  whether  known or  unknown,  foreseen  or  unforeseen,  existing or
hereafter arising,  in law, equity or otherwise,  based in whole or in part upon
actions taken in their  respective  capacities  described above or any omission,
transaction, event or other occurrence taking place on or prior to the Effective
Date in any way  relating to the Chapter 11 Cases or the Plans,  except that (i)
no Person  shall be released  from any act or omission  that  constitutes  gross
negligence or willful  misconduct,  and (ii) the  Reorganized  Debtors shall not
relinquish  or waive  the  right to assert  any of the  foregoing  as a legal or
equitable  defense or right of setoff or  recoupment  against  any Claims of any
such Persons asserted against the Debtors.

         E. EXCULPATION

         In accordance with the Plans,  the Debtors,  the  Reorganized  Debtors,
members  of the  Committee,  and the other  Released  Parties  (i) shall have no
liability  whatsoever  to any holder or  purported  holder of an  Administrative
Claim,  Claim, or Equity Interest for any act or omission in connection with, or
arising out of, the Plans,  the  Disclosure  Statement,  the  negotiation of the
Plans,  the pursuit of approval of the Disclosure  Statement or the solicitation
of votes for  confirmation of the Plans,  the Chapter 11 Cases, the consummation
of the Plans, the  administration of the Plans or the property to be distributed
under the Plans,  or any  transaction  contemplated  by the Plans or  Disclosure
Statement or in  furtherance  thereof,  except for willful

                                       48

misconduct or gross  negligence as determined by a Final Order,  and (ii) in all
respects,  shall be entitled to rely upon the advice of counsel  with respect to
their duties and responsibilities  under the Plans. This exculpation shall be in
addition  to,  and  not in  limitation  of,  all  other  releases,  indemnities,
exculpations  and any other  applicable  law or rules  protecting  such Released
Parties from liability.

         F. MISCELLANEOUS MATTERS

         The Plans specifically  provide that the Debtors' discharge and release
from all Claims shall not diminish or impair the enforceability of any insurance
policy  that  may  cover  Claims  against  the  Debtors,  or  any of  them,  the
Reorganized  Debtors  (including,  without  limitation,  the  Debtors'  and  the
Reorganized Debtors' officers and directors) or any other person or entity.

         Notwithstanding  any other  provisions of the Plans, the obligations of
the Debtors to  indemnify  their  present  directors,  officers,  and  employees
against any obligations, liabilities, costs or expenses pursuant to the articles
of  incorporation  or by-laws of the  Debtors,  applicable  state law,  specific
agreement, or any combination of the foregoing, shall survive the Effective Date
and shall be applicable to the Reorganized Debtors.

         Pursuant to Section 1141 of the Bankruptcy Code, upon Confirmation, all
provisions  of the Plans  shall be binding  upon the  Debtors,  the  Reorganized
Debtors,  any Person  acquiring  property under the Plans, and any holder of any
Claim or Equity Interest or any Creditor or other party in interest,  whether or
not the  Claim or Equity  Interest  of such  Creditor  or party in  interest  is
Impaired  under the Plans or is Allowed or disallowed by the  Bankruptcy  Court,
and whether or not such  Creditor or party in interest has accepted or is deemed
to have  accepted  the Plans or has  rejected or is deemed to have  rejected the
Plans.  The rights and  obligations  of any Person  named or  referred to in the
Plans shall be binding upon,  and shall inure to the benefit of, the  successors
and assigns of such Person.

                    XIII. PROJECTIONS AND VALUATION ANALYSIS

         The Debtors,  the Committee,  and their respective advisors developed a
set of financial  projections to assess the value of the Reorganized  Debtors as
an integrated  company.  The  projections  and valuations set forth below and in
Exhibit E  attached  hereto  are based on a number  of  significant  assumptions
including,  among other things, the successful reorganization of the Debtors, an
assumed  Effective  Date of May 15,  2001,  and no  significant  downturn in the
specific markets in which the Debtors operate.

         A. RESPONSIBILITY FOR AND PURPOSE OF THE PROJECTIONS

         As a condition to confirmation of a plan, the Bankruptcy Code requires,
among other things, that the Bankruptcy Court determine that confirmation is not
likely to be  followed  by the  liquidation  or the need for  further  financial
reorganization of the debtor. In connection with the development of the Plans of
the Debtors,  and for  purposes of  determining  whether the Plans  satisfy this
feasibility standard, the Debtors, the Committee, and their respective financial

                                       49

advisors,  through the development of financial projections (the "Projections"),
analyzed the ability of the Reorganized  Debtors to meet their obligations under
the Plans and to maintain sufficient  liquidity and capital resources to conduct
their business.  The  Projections  were also prepared to assist each holder of a
Claim in Class 5 in determining whether to accept or reject the Plans.

         The  Projections  should be read in conjunction  with the  assumptions,
qualifications  and footnotes to tables  containing  the  Projections  set forth
herein,  historical  consolidated financial information (including the notes and
schedules  thereto) and the other  information  set forth in Vista's most recent
Annual Report on Form 10-K,  annexed hereto as Exhibit G, the full text of which
is incorporated herein by reference. The Projections were prepared in good faith
based  upon  assumptions  believed  to be  reasonable  and  applied  in a manner
consistent with past practice. The Projections, which were prepared in the first
quarter of 2001,  were based,  in part,  on economic,  competitive,  and general
business  conditions  prevailing  at the  time.  While  as of the  date  of this
Disclosure  Statement such  conditions have not materially  changed,  any future
changes in these conditions may materially impact the ability of the Reorganized
Debtors to achieve the Projections.

         THE  PROJECTIONS  WERE NOT PREPARED WITH A VIEW TOWARDS  COMPLYING WITH
THE GUIDELINES FOR PROSPECTIVE  FINANCIAL  STATEMENTS  PUBLISHED BY THE AMERICAN
INSTITUTE OF  CERTIFIED  PUBLIC  ACCOUNTANTS.  VISTA'S  INDEPENDENT  ACCOUNTANT,
ARTHUR  ANDERSEN  LLP,  HAS  NEITHER  COMPILED  NOR  EXAMINED  THE  ACCOMPANYING
PROSPECTIVE  FINANCIAL  INFORMATION TO DETERMINE THE REASONABLENESS  HEREOF AND,
ACCORDINGLY,  HAS NOT  EXPRESSED AN OPINION OR ANY OTHER FORM OF ASSURANCE  WITH
RESPECT HERETO.

         THE DEBTORS DO NOT, AS A MATTER OF COURSE, PUBLISH PROJECTIONS OF THEIR
ANTICIPATED   FINANCIAL   POSITION,   RESULTS  OF   OPERATIONS  OR  CASH  FLOWS.
ACCORDINGLY,  THE DEBTORS DO NOT INTEND TO, AND DISCLAIM ANY  OBLIGATION TO, (A)
FURNISH  UPDATED  PROJECTIONS TO HOLDERS OF CLAIMS OR EQUITY  INTERESTS PRIOR TO
THE EFFECTIVE DATE OR TO HOLDERS OF NEW COMMON STOCK OR NEW SENIOR NOTES, OR ANY
OTHER PARTY AFTER THE EFFECTIVE  DATE,  (B) INCLUDE SUCH UPDATED  INFORMATION IN
ANY  DOCUMENTS  THAT MAY BE REQUIRED TO BE FILED WITH THE SEC, OR (C)  OTHERWISE
MAKE SUCH UPDATED INFORMATION PUBLICLY AVAILABLE.

         THE PROJECTIONS PROVIDED IN THE DISCLOSURE STATEMENT HAVE BEEN PREPARED
BY THE DEBTORS, THE COMMITTEE,  AND THEIR RESPECTIVE  FINANCIAL ADVISORS.  THESE
PROJECTIONS,  WHILE PRESENTED WITH NUMERICAL SPECIFICITY,  ARE NECESSARILY BASED
ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY
MANAGEMENT  OF THE  DEBTORS,  THE  COMMITTEE,  AND  THEIR  RESPECTIVE  FINANCIAL
ADVISORS,  MAY  NOT BE  REALIZED,  AND ARE  INHERENTLY  SUBJECT

                                       50

TO  SIGNIFICANT   BUSINESS,   ECONOMIC,   AND  COMPETITIVE   UNCERTAINTIES   AND
CONTINGENCIES,  MANY OF WHICH ARE  BEYOND  THE  DEBTORS'  CONTROL.  THE  DEBTORS
CAUTION  THAT  NO  REPRESENTATIONS  CAN BE  MADE  AS TO THE  ACCURACY  OF  THESE
FINANCIAL  PROJECTIONS  OR TO THE  REORGANIZED  DEBTORS'  ABILITY TO ACHIEVE THE
PROJECTED RESULTS.  SOME ASSUMPTIONS  INEVITABLY WILL NOT MATERIALIZE.  FURTHER,
EVENTS  AND  CIRCUMSTANCES  OCCURRING  SUBSEQUENT  TO THE  DATE ON  WHICH  THESE
PROJECTIONS WERE PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED OR, ALTERNATIVELY,
MAY HAVE BEEN  UNANTICIPATED  AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT
FINANCIAL  RESULTS IN A MATERIAL AND POSSIBLY  ADVERSE MANNER.  THE PROJECTIONS,
THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE OF THE ACTUAL
RESULTS THAT WILL OCCUR.

         FINALLY,  THE  FOLLOWING  PROJECTIONS  INCLUDE  ASSUMPTIONS  AS TO  THE
ENTERPRISE VALUE OF THE REORGANIZED DEBTORS AS AN INTEGRATED  COMPANY,  THE FAIR
VALUE OF THEIR ASSETS,  AND THEIR ACTUAL  LIABILITIES AS OF THE EFFECTIVE  DATE.
THE  REORGANIZED  DEBTORS  WILL BE REQUIRED TO MAKE SUCH  ESTIMATIONS  AS OF THE
EFFECTIVE DATE. SUCH DETERMINATION WILL BE BASED UPON THE FAIR VALUES AS OF THAT
DATE, WHICH COULD BE MATERIALLY  GREATER OR LOWER THAN THE VALUES ASSUMED IN THE
FOREGOING ESTIMATES.

         B. SUMMARY OF SIGNIFICANT ASSUMPTIONS

         The Debtors have developed the Projections (summarized below) to assist
creditors in their evaluation of the Plans and to analyze  feasibility  thereof.
THE  PROJECTIONS  ARE BASED UPON A NUMBER OF SIGNIFICANT  ASSUMPTIONS  DESCRIBED
BELOW.  ACTUAL  OPERATING  RESULTS  AND  VALUES  MAY AND WILL  VARY  FROM  THOSE
PROJECTED.

                  1. FISCAL  YEARS.  Vista's  fiscal  year ends on the  Saturday
closest to January 1 of each year. Any reference to a specific year means the 52
or  53-week  period  ending on the  Saturday  closest  to  January 1 of the next
calendar year.

                  2. PLAN  TERMS AND  CONSUMMATION.  The  Projections  assume an
Effective Date in May, 2001 with Allowed Claims and Equity Interests  treated in
accordance with the treatment provided in the Plans with respect to such Allowed
Claims and Equity Interests.

                  3.  WAL-MART  STORE  CONVERSION  PROGRAM.   The  master  lease
agreement with Wal-Mart  provides that, if Wal-Mart  converts its own store to a
super  center  format  and  relocates  Vista's  vision  center  as  part  of the
conversion,  the term of the lease  for the  vision  center  begins  again.  The
projection  of super  center  conversions  in future  years is based on  current
conversion trends as experienced by Vista.

                                       51

                  4. GENERAL ECONOMIC CONDITIONS.  The Projections were prepared
assuming  that economic  conditions in the markets  served by the Debtors do not
differ  significantly over the next five years from current economic conditions.
Inflation in revenues and costs are assumed to remain relatively low.

                  5. WAL-MART REVENUES.  Comparable store sales are projected to
increase at a rate which is consistent with the Debtors'  pre-bankruptcy  growth
prior to the bankruptcy  cases.  In addition to its projected  comparable  store
sales  growth,  Vista  plans to open four new  stores in 2001 and no new  stores
thereafter.  For each projected  year the sales mix among product  categories is
projected to remain consistent with historical levels.

                  6. FRED MEYER REVENUES.  Comparable  store sales are projected
to increase marginally in 2001. Thereafter, comparable store sales are projected
to increase at a slightly  higher rate for the years  2002-2007.  In addition to
its projected  comparable store sale growth, Vista plans to open five new stores
in 2002 and six new  stores in each of the years  2003-2007.  For the  projected
years the sales mix among  product  categories  is projected to shift  towards a
higher level of contact lens sales versus eyeglass sales.

                  7. MILITARY  REVENUES.  On a comparable store basis, sales are
projected to increase  marginally  in  2001-2007.  In addition to its  projected
comparable store sales growth, Vista plans to open four new stores in 2001, five
new stores in 2002 and four new stores in each of the years 2003-2007.  For each
projected  year the sales mix among  product  categories  is projected to remain
consistent with historical levels.

                  8.  WAL-MART DE MEXICO  REVENUES.  Comparable  store sales are
projected to increase at a rate consistent with historical  levels.  In addition
to its projected  comparable store sales growth,  the Company plans to open five
new  stores in 2001,  six new  stores in 2002 and five new stores in each of the
years 2003-2007.  For each projected year the sales mix among product categories
is projected to remain consistent with the year 2000.

                  9. GROSS PROFIT.  Gross Profit  represents  store gross margin
(which  includes  product  costs  remakes,  warranties,  freight  costs  and lab
results)  plus revenue  generated  through rent charges to in store doctors less
store rent  expense.  Gross Profit is projected to decline  slightly  during the
years  2001-2007.  The  decrease in Gross Profit is due to higher per store rent
expense as minimum rent  requirements on Wal-Mart vision centers increase due to
a higher number of these vision centers' moving into the three-year option lease
period.

                  10. STORE OPERATIONS, GENERAL AND ADMINISTRATIVE CASH EXPENSES
("SG &A"). SG&A includes the following costs:

         o        Total  store  payroll,  including  incentives,   benefits  and
                  payroll taxes;

         o        Advertising expense;

                                       52

         o        Other miscellaneous costs to operate a retail store, including
                  bank and credit card fees,  repairs and  maintenance  expense,
                  managed care discounts and fees and supplies; and

         o        Home office expenses,  including administrative and management
                  payroll, information services operations, and customer service
                  support.

                  11.  INCOME  TAXES.  Projections  assume that the Company will
have  full use of  approximately  $70  million  of Net  Operating  Loss  ("NOL")
carryforwards  for federal income tax reporting  purposes.  Upon the full use of
the NOLs, the Projections assume a 39% tax rate.

                  12. CAPITAL EXPENDITURES. Major capital expenditures projected
for 2001 through 2007 include new store openings,  capital related to superstore
conversions  affecting  Wal-Mart  vision  centers and remodels at existing  Fred
Meyer vision  centers,  store and lab maintenance  requirements  and information
systems requirements.  In total,  projected annual expenditures are $4.5 million
in 2001,  $3.9 million in 2002, $3.5 million in 2003, $3.4 million in 2004, $3.5
million in 2005, $2.9 million in 2006 and $2.7 million in 2007.

                  13.   EBITDAR.   EBITDAR  is  defined  for   purposes  of  the
Projections  as  earnings  before  interest   expense,   income  tax  provision,
depreciation and amortization and reorganization expense.

                  14. NEW SECURED CREDIT FACILITY.  The Reorganized  Debtors are
assumed to enter into a new revolving  credit  facility (the "New Secured Credit
Facility").  The Projections make certain assumptions regarding the terms of the
credit  facility   including,   among  other  things,  the  interest  rates  and
amortization  requirements thereunder.  While these assumptions may be different
from the terms of the final agreement,  any differences will not have a material
impact on the overall liquidity of the Reorganized Debtors.

                  15. NEW  SENIOR  NOTES.  Vista will issue $120  million in 12%
senior secured New Senior Notes to Class 5 Creditors as of the Effective Date in
accordance with the Plans.  Interest will be payable  semi-annually  on March 31
and September 30.  Principal will be paid  semi-annually on the interest payment
date  through an "excess  cash"  sweep of all cash on Vista's  balance  sheet in
excess of $5 million.

                  16. FRESH START ACCOUNTING. The Projections have been prepared
using the basic  principles of "fresh start"  accounting  for periods after May,
2001.  These  principles  are  contained in the American  Institute of Certified
Public Accountants  Statement of Position 90-7 "Financial  Reporting by Entities
in  Reorganization  under the Bankruptcy  Code." Under "fresh start"  accounting
principles,  Vista will determine the  reorganization  value of the  reorganized
company at the Effective Date. This value will be allocated,  based on estimated
fair market values to specific tangible or identifiable  intangible  assets, and
Vista will  record an  intangible  asset  equal to the  reorganization  value in
excess of amounts allocable to identifiable  assets. The Projections assume that
the reorganization  value in excess of amounts allocable to identifiable  assets
will be amortized over the fifteen years  following the Effective  Date. For the
purposes  of this  presentation,  book  values  have been  assumed to equal fair
values  except  for  specific  items in

                                       53

which  quantifiable  data is  currently  available.  Vista is in the  process of
evaluating further how the reorganization value will be allocated to its various
assets.  It is likely that the final  allocation,  and  therefore  the amount of
reorganization value in excess of book value, as well as the annual amortization
expense amount of  reorganization  value, will differ from the amounts presented
herein.

                  17.  REORGANIZATION  VALUE.  For  purposes of this  Disclosure
Statement and in order to prepare the Projections,  management has estimated the
reorganization  value of reorganized  Vista as of May, 2001 to be  approximately
$150 million.

                  18.  WORKING  CAPITAL.   Accounts  receivable  are  a  mix  of
primarily  third party  credit sales and managed  care  receivables.  Management
projects that the Company will receive  payment on average at  approximately  16
days for the majority of 2001, improving to 14 days by the end of that year. Due
to systems  changes for the collection of managed care  receivables,  management
believes  the  number of days will  improve to 10 days in 2002 and 7 days in the
years 2003-2007.

         Inventory  turns are projected to remain  consistent for the projection
         period at between 4.1 and 4.6 times annually.

         Accounts  payable are  projected  to  gradually  return to  approximate
         pre-petition  payment terms after the Company's  assumed emergence from
         bankruptcy.

         Accrued expenses are projected to remain at approximately 25 to 30 days
         in operating expense throughout the projection period.

         C. SPECIAL NOTE REGARDING FORWARD- LOOKING STATEMENTS

         Except  for  historical  information,   statements  contained  in  this
Disclosure Statement and incorporated by reference, including the Projections in
this section, may be considered "forward-looking  statements" within the meaning
of federal securities law. Such forward-looking statements are subject to risks,
uncertainties  and other  factors  that  could  cause  actual  results to differ
materially  from future  results  expressed  or implied by such  forward-looking
statements.  Potential risks and uncertainties  include,  but are not limited to
general economic and business conditions,  the competitive  environment in which
the  Debtors  operate  and will  operate,  the  success  or  failure of Vista in
implementing  its current  business  and  operational  strategies,  the level of
vendor trade support,  the  availability,  location and terms of sites for store
development,  labor relations and labor costs,  the ability of Vista to maintain
and improve its  revenues  and  margins,  the  liquidity of Vista on a cash flow
basis  (including  the ability to comply  with the  financial  covenants  of its
credit arrangements and to fund a capital expenditures  program). For additional
information  about Vista and  relevant  risk  factors,  see Risk  Factors in the
Company's most recent Annual Report on Form 10-K included in Exhibit G.

                                       54

         D. FINANCIAL PROJECTIONS

         The financial  projections prepared by management are summarized in the
following  tables  which are  attached  hereto as Exhibit F.  Specifically,  the
attached tables include:

                  1.  Pro-forma  Reorganized  Vista  balance sheet dated June 1,
2001, including all reorganization and fresh-starts adjustments.

                  2.  Projected  year-end  balance sheets for fiscal years 2001,
2002, 2003, 2004, 2005, 2006 and 2007.

                  3. Projected  annual income  statements for fiscal years 2001,
2002, 2003, 2004, 2005, 2006 and 2007.

                  4. Projected cash flow statements for the period June 1, 2001,
through  January 1, 2002, and annual cash flow statements for fiscal years 2002,
2003, 2004, 2005, 2006 and 2007.

         All captions in the attached  projections do not correspond  exactly to
Vista's  historical  external  reporting.  Some  captions have been combined for
presentation purposes.

                           XIV. FINANCIAL INFORMATION

         Historical  consolidated financial information (including the notes and
schedules thereto) and other information set forth in Vista's most recent Annual
Report on Form 10-K, is attached as Exhibit G to this Disclosure Statement,  the
full  text  of  which  is  incorporated  herein  by  reference.  This  financial
information is provided to permit the holders of Claims and Equity  Interests to
better understand the Debtors' historical business performance and the impact of
the Chapter 11 Cases on the Debtors' business.

         In order for all Classes of holders of Claims and Equity  Interests and
other parties in interest to comprehend  fully and analyze the provisions of the
Plans,  it may be  necessary  to review the  Debtors'  statements  of  financial
affairs and Schedules,  and the Debtors' Chapter 11 monthly  operating  reports,
which are on file with the  Bankruptcy  Court and  available  for review  during
regular  business  hours  at the  Office  of the  Clerk  of  the  United  States
Bankruptcy Court for the Northern District of Georgia.

         XV. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLANS

         If the Plans are not confirmed and consummated, the alternatives to the
Plans include (i)  liquidation  of the Debtors under Chapter 7 of the Bankruptcy
Code and (ii) alternative plans of reorganization.

         If no plans are  confirmed,  the Chapter 11 Cases may be  converted  to
cases under  Chapter 7 of the  Bankruptcy  Code,  pursuant to which a trustee or
trustees  would  be  elected  to  liquidate  each  of the  Debtors'  assets  for
distribution  in  accordance  with the  priorities  established  by

                                       55

Chapter 7. A discussion of the effects that a Chapter 7  liquidation  would have
on the  recoveries  of holders of Claims and Equity  Interests  and the Debtors'
liquidation  analysis is set forth herein.  The Debtors believe that liquidation
under  Chapter 7 would result in smaller  distributions  being made to Creditors
than those provided for in the Plans because (a) the Debtors'  assets would have
to be sold or  otherwise  disposed  of in a forced sale  situation  over a short
period of time, (b) additional  administrative expenses would be involved in the
appointment of a trustee,  and (c) additional expenses and claims, some of which
would be entitled to priority,  would be generated  during the  liquidation  and
from the rejection of leases and other executory  contracts in connection with a
cessation of the Debtors' operations.

                   If the  Plans  are  not  confirmed,  the  Debtors  (or if the
Debtors' exclusive period in which to file a plan of reorganization has expired,
any other party in interest) could attempt to formulate a different plan. Such a
plan might involve  either a  reorganization  and  continuation  of the Debtors'
business  or  an  orderly  liquidation  of  their  assets.  With  respect  to an
alternative  plan, the Debtors have explored various  alternatives in connection
with the formulation and development of the Plans.  The Debtors believe that the
Plans, as described herein, enable Creditors to realize the most value under the
circumstances.  In a liquidation  under Chapter 11, the Debtors' assets would be
sold in an  orderly  fashion  over a more  extended  period  of  time  than in a
liquidation  under  Chapter 7,  possibly  resulting  in  somewhat  greater  (but
indeterminate)  recoveries  than would be obtained in Chapter 7.  Further,  if a
trustee  were not  appointed,  because  such  appointment  is not  required in a
Chapter 11 case, the expenses for  professional  fees would most likely be lower
than those  incurred  in a Chapter 7 case.  Although  preferable  to a Chapter 7
liquidation,  the Debtors believe that a liquidation  under Chapter 11 is a much
less  attractive  alternative to Creditors than the Plans because of the greater
returns provided by the Plans.

                XVI. CERTAIN RISK FACTORS RELATING TO THE PLANS

         HOLDERS  OF  CLAIMS  AGAINST  THE  DEBTORS  SHOULD  READ  AND  CONSIDER
CAREFULLY THE FACTORS SET FORTH BELOW AS WELL AS THE OTHER INFORMATION SET FORTH
IN THIS  DISCLOSURE  STATEMENT (AND THE DOCUMENTS  DELIVERED  TOGETHER  HEREWITH
AND/OR INCORPORATED BY REFERENCE) PRIOR TO VOTING TO ACCEPT OR REJECT THE PLANS.
THESE RISK FACTORS SHOULD NOT,  HOWEVER,  BE REGARDED AS  CONSTITUTING  THE ONLY
RISKS INVOLVED IN CONNECTION WITH THE PLANS AND THEIR IMPLEMENTATION.

         The  ultimate  recoveries  under the Plans to holders of Claims  depend
upon the realizable  value of the New Senior Notes and the New Common Stock. The
securities  to be  issued  pursuant  to the  Plans  are  subject  to a number of
material  risks,  including,  but not limited to,  those  specified  below.  The
factors  specified  below assume that the Plans are  approved by the  Bankruptcy
Court and that the Effective Date occurs on or about May 15, 2001. Although such
risk factors are based upon a May 15, 2001 Effective  Date, the Debtors  believe
that an actual  Effective  Date later in the second  quarter of fiscal year 2001
would not have any material effect on the risk factors.

                                       56

         A. PROJECTED FINANCIAL INFORMATION

         The financial  projections  included in this  Disclosure  Statement are
dependent  upon  the  successful  implementation  of  the  Reorganized  Debtors'
business plan and the validity of the other assumptions contained therein. These
projections   reflect   numerous   assumptions,   including   confirmation   and
consummation of the Plans in accordance with their terms, and anticipated future
performance of the Debtors' retail  industry  performance,  certain  assumptions
with  respect to  competitors  of the  Debtors,  general  business  and economic
conditions  and other  matters,  many of which are  beyond  the  control  of the
Debtors.  In  addition,   unanticipated   events  and  circumstances   occurring
subsequent to the preparation of the projections may affect the actual financial
results of the Debtors.  Although the Debtors  believe that the  projections are
reasonably attainable, variations between the actual financial results and those
projected may occur and be material.

         B. ABILITY TO REFINANCE CERTAIN  INDEBTEDNESS AND RESTRICTIONS  IMPOSED
            BY INDEBTEDNESS

         Following the Effective  Date of the Plans,  the  Reorganized  Debtors'
working capital borrowings and letters of credit requirements are anticipated to
be funded by a new credit facility (the "New Credit Facility"), a portion of the
proceeds of which will be used to repay in full the DIP Credit  Facility.  There
can be no  assurance  that the  Reorganized  Debtors will be able to obtain such
financing or that such financing may be obtained on acceptable terms.

         The New Credit Facility and the New Notes Indenture may restrict, among
other  things,  the  ability  of the  Reorganized  Debtors  to incur  additional
indebtedness,   pay  dividends  or  make  certain  other  restricted   payments,
consummate certain asset sales, create liens on assets,  enter into transactions
with affiliates, make investments,  loans or advances, consolidate or merge with
or into any other person, or convey,  transfer or lease all or substantially all
of their  assets or change  the  business  to be  conducted  by the  Reorganized
Debtors. In addition, the New Credit Facility may contain certain other and more
restrictive  covenants and may prohibit the  Reorganized  Debtors from prepaying
certain  indebtedness,  including the New Senior Notes. A breach of any of these
covenants  could  result in a default  under the New Credit  Facility or the New
Notes  Indenture.  Further,  the restrictions in the New Notes Indenture and the
New  Credit  Facility  likely  will  therefore   restrict  the  ability  of  the
Reorganized Debtors to obtain additional financing for working capital,  capital
expenditures or general corporate  purposes.  In addition,  substantially all of
the assets of the  Reorganized  Debtors will likely be pledged as security under
the New Credit Facility.  The Reorganized Debtors' indebtedness may also require
substantial debt service  payments,  which would restrict its ability to use its
operating  cash  flow  for  capital   expenditures  and  other  working  capital
requirements.

         If holders of significant numbers of shares of New Common Stock were to
act as a group,  such  holders  could be in a position to control the outcome of
actions requiring stockholder approval,  including the election of directors. In
addition, the possibility that one or more of the holders of significant numbers
of shares of New Common Stock may  determine  to sell all or a

                                       57

large  portion of their shares of New Common Stock in a short period of time may
adversely affect the market price of the New Common Stock.

         The New  Common  Stock  will be issued  under  both Plans to holders of
Allowed General  Unsecured  Claims,  some or all of whom may prefer to liquidate
their investment rather than to hold it on a long-term basis.  Currently,  there
is no trading  market for the New Common Stock,  nor is it known whether or when
one would develop.  Further, there can be no assurance as to the degree of price
volatility  in any such  market.  While the  Plans  were  developed  based on an
assumed  reorganization  value of $5 per  share of the New  Common  Stock,  such
valuation  is not an  estimate  of the price at which the New  Common  Stock may
trade.  The Debtors have not  attempted to make any such  estimate in connection
with the  development  of the Plans.  No assurance can be given as to the market
prices that will prevail following the Effective Date.

         After the issuance of the New Senior Notes pursuant to the Plans, there
can be no  assurance  that an  active  trading  market  will  develop  therefor.
Furthermore,  there can be no assurance as to the degree of price  volatility in
any such market.  As a result, no assurance can be given that any holder of such
securities  will be able to sell such securities or as to the price at which any
sale may occur.  If such market were to exist,  such  securities  could trade at
prices higher or lower than the value  attributed to such securities  hereunder,
depending  upon many factors,  including,  without  limitation,  the  prevailing
interest  rates,  markets for similar  securities,  industry  conditions and the
performance of, and investor expectations for the Reorganized Debtors.

         C. CERTAIN BANKRUPTCY LAW CONSIDERATIONS

         Although   the  Debtors   believe  that  the  Plans  will  satisfy  all
requirements necessary for confirmation by the Bankruptcy Court, there can be no
assurance that the Bankruptcy  Court will reach the same  conclusion.  Moreover,
there can be no assurance that  modifications  of the Plans will not be required
for  confirmation  or  that  such   modifications   would  not  necessitate  the
resolicitation of votes.

         Although the Debtors  believe that the Effective Date may occur as soon
as eleven (11) days after the entry of the Confirmation  Order,  there can be no
assurance as to such timing or that the  conditions  precedent to the  Effective
Date will ever occur.

         As previously  discussed,  the Parent Plan contemplates the substantive
consolidation  of the  Consolidated  Subsidiaries  into Vista Eyecare,  Inc., as
Reorganized Debtor.  Substantive  consolidation is an equitable remedy which may
be utilized  when  creditors  have dealt with the  entities to be  substantively
consolidated as a single economic unit and when such entities' financial affairs
are intertwined. Vista believes that there is a basis in law and fact to support
substantive  consolidation as is provided for in the Parent Plan. However, it is
difficult to predict the outcome of the Bankruptcy Court's determination on this
matter with absolute  certainty.  The failure of the Bankruptcy Court to approve
the substantive  consolidation  as contemplated by the Parent Plan may result in
both Plans' not being confirmed and not becoming effective.

                                       58

         XVII. CERTAIN TAX CONSEQUENCES OF THE PLANS

         The  following   discussion   summarizes  certain  federal  income  tax
consequences expected to result from the consummation of the Plans to holders of
Class 5 Claims,  including  holders of Senior Notes and other General  Unsecured
Creditors,  and to the  Debtors.  It does not  address  the  federal  income tax
consequences  to holders  whose  Secured or  priority  Claims  are  entitled  to
reinstatement  or payment in full in cash under the Plans.  This  discussion  is
based upon the  Internal  Revenue  Code of 1986,  as amended  (the "Tax  Code"),
promulgated   Treasury   regulations,    judicial   authority,   and   published
administrative  rules and  pronouncements  of the Internal  Revenue Service (the
"Service") in effect on the date hereof.  Changes in, or new interpretations of,
such  rules may have  retroactive  effect  and could  significantly  affect  the
federal income tax consequences described below.

         The federal  income tax  consequences  of the Plans are complex and are
subject to  uncertainties.  The  Debtors  have not  requested  a ruling from the
Service nor an opinion of counsel  with respect to any of the tax aspects of the
Plans. Thus, there can be no assurance that the Service will not take a contrary
view, and no ruling from the Service will be sought.  In addition,  this summary
does not address foreign,  state, or local tax consequences of the Plans, and it
does not purport to address the federal income tax  consequences of the Plans to
special classes of taxpayer such as foreign corporations, broker-dealers, banks,
mutual  funds,  insurance  companies,  financial  institutions,  small  business
investment companies, regulated investment companies,  tax-exempt organizations,
certain  securities  traders,  holders who are not  citizens or residents of the
United States and investors in pass-through entities.

         This summary is based on the facts as represented as of the date of the
Plans and the  Disclosure  Statement.  Any  changes  in the facts or form of the
transactions between the date of summary and the Effective Date of the Plans may
require modification of all or part of this summary.  There is no responsibility
to update this summary for events, transactions, circumstances or changes in any
fact  or   assumptions   occurring   after  this  date.   Any  such  changes  or
interpretations  may  or  may  not be  retroactive  and  could  affect  the  tax
consequences  to holders or the  Debtors.  It cannot be  predicted  at this time
whether any tax legislation will be enacted or, if enacted,  whether any tax law
changes  contained  therein would affect the tax consequences to holders and the
Debtors.

         As noted  above,  this  summary is for general  informational  purposes
only.  The tax  treatment  of a holder  may vary  depending  upon such  holder's
particular situation.  This summary does not address all of the tax consequences
that may be  relevant to a holder,  nor does it address  the federal  income tax
consequences  to holders  subject to special  treatment under the federal income
tax laws.

         EACH  HOLDER OF A CLAIM  SHOULD  CONSULT  ITS OWN TAX ADVISOR AS TO THE
APPLICABILITY OF THE HEREIN  DISCUSSED TAX LAWS AND TAX CONSEQUENCES  ASSOCIATED
WITH THE IMPLEMENTATION OF THESE PLANS, INCLUDING RELATED STATE, LOCAL AND OTHER
TAX CONSEQUENCES, IF ANY.

                                       59

         A.       CONSEQUENCES TO CREDITORS

                  1.       TAX SECURITIES

                  The federal  income tax  consequences  of the Plans may vary
depending upon,  among other things,  whether the holder's Claim being exchanged
constitutes  a "security" of the Debtors for federal  income tax purposes  ("Tax
Security"). Given the term Tax Security is not defined in the Tax Code, the test
as to whether a debt instrument is a Tax Security involves an overall evaluation
of the  nature  of the debt  instrument,  with  the term of the debt  instrument
usually  regarded  as one of  the  most  significant  factors.  Generally,  debt
instruments  with a  term  of  five  years  or  less  will  not  qualify  as Tax
Securities,  whereas debt instruments with a term of ten years or more generally
will qualify as Tax Securities.

                 Under   these   principles,   the  New  Common  Stock should be
characterized as Tax Securities.  However, the treatment of the Senior Notes and
the New Senior Notes as Tax  Securities  is uncertain  given the stated terms of
such instruments of less than ten years.  Other Class 5 General Unsecured Claims
are not likely to be considered Tax Securities.

                  To the extent a Claim holder's receipt of the New Common Stock
or New Senior Notes is attributable to accrued, but unrecognized  interest,  the
exchanging holder will recognize current income.

                  2. CLAIMS AND CONSIDERATION CONSTITUTING TAX SECURITIES

                  In  general,  each  holder of a Claim that  constitutes  a Tax
Security should not recognize any gain or loss upon implementation of the Plans,
but may recognize gain (computed as described  below in subsection  A.3), to the
extent of any  consideration  other than Tax Securities issued by the Debtors in
satisfaction  of its  Claim.  Provided  the Senior  Notes and New  Senior  Notes
qualify as Tax  Securities,  exchange of Senior Notes for New Senior Notes would
appear  to  qualify  as a  tax-free  recapitalization  under  Tax  Code  Section
368(a)(1)(E).  The same  tax-free  treatment  would also  appear to apply to the
exchange of Senior Notes for New Common Stock. The character of any such gain or
loss would be determined in accordance  with the principles  discussed  below in
subsection A.3. See also Section C below ("Additional Tax Considerations for All
Claim Holders").

                  A holder's  tax basis in New Senior Notes and New Common Stock
received in satisfaction of a Claim represented by a Tax Security of the Debtors
will be such holder's  adjusted tax basis in such Claim.  A holder that receives
Tax  Securities  of the  Debtors and whose  exchanged  Claim  constitutes  a Tax
Security  must  apportion  its adjusted tax basis in such Claim  between the New
Senior  Notes and the New Common  Stock it  receives  in  accordance  with their
relative fair market values.

                  If a holder of a Claim  constituting  a Tax Security  receives
Debtors'  obligations that are Tax Securities,  such holder may have a tax basis
in the  new  obligations  that  exceed  the  stated  principal  amount  of  such
obligations. In such case, the excess basis may be the subject of

                                       60

an annual  offset to interest  recognized  by the holder  under the bond premium
amortization rules of the Tax Code. In the case where the holder has basis above
the adjusted  issue  price,  the holder may be entitled to exclude from income a
portion of any original issue discount  ("OID") income on the  obligations.  See
the  discussion  of the OID  rules in  subsection  A.4 below  ("Consequences  to
Creditors --  Application  of OID  Rules").  A holder's  holding  period for New
Senior  Notes and New Common  Stock  received in exchange  for the  Debtors' Tax
Securities  will include such holder's  holding  period for the  obligations  so
exchanged,  except to the extent the New Senior  Notes or New Common  Stock were
issued in respect of such holder's Claim for accrued, but unrecognized interest.
A holder's  holding  period for New Senior  Notes or New Common  Stock issued in
respect of its Claim for accrued,  but  unrecognized  interest (or in respect of
which the holder is otherwise  required to recognize gain) will not begin before
the day of issuance.

                  3. CLAIMS OR CONSIDERATION NOT CONSTITUTING TAX SECURITIES

                  If any of the Senior Notes, Other Unsecured Class 5 Claims, or
the New Senior Notes are not treated as Tax Securities,  all or a portion of the
exchange  of (i)  Senior  Notes/Other  Unsecured  Class 5 Claims  for New Senior
Notes, or (ii) Senior Notes/Other Unsecured Class 5 Claims for New Common Stock,
would  constitute  a  taxable  event in  which a Claim  holder  would  generally
recognize  gain or loss in an amount  equal to the  difference  between  (a) the
"amount realized," i.e., aggregate fair market value of all property received by
the Claim holder in exchange  for its Claim  (other than a Claim for  interest),
and (b) its adjusted basis in the exchanged debt  instruments  (exclusive of any
basis attributable to accrued, but unrecognized interest).

                  If the Senior Notes were  characterized  as Tax Securities but
the New Senior Notes were not, a holder of Senior Notes would recognize no loss,
but would recognize gain upon receipt of New Senior Notes equal to the lesser of
(a) the fair market value of such New Senior Notes  received in exchange for its
Senior  Notes,  and (b) the total gain  realized in the  exchange,  which amount
would  equal the  difference  between the Senior  Noteholders'  tax basis in its
Senior Note and the aggregate  fair market value of the New Senior Notes and New
Common Stock received in the exchange.

                  The character of any gain or loss recognized (i.e.,  long-term
versus short-term and capital gain versus ordinary income) will be determined by
a number of factors, including (1) the tax status of the holder, (2) whether the
Claim  constitutes a capital  asset in the hand of the holder,  (3) how long the
Claim has been held, (4) whether the Claim was purchased at a discount (in which
case the market  discount  rules of the Tax Code may apply to  recharacterize  a
portion of any gain as ordinary income),  and (5) whether and to what extent the
holder has previously claimed a bad debt deduction in respect of such Claim. See
also Section C below ("Additional Tax Considerations for All Claim Holders").

                  A  holder's  tax basis in any New  Senior  Notes or New Common
Stock  received  in a taxable  exchange  will be the fair market  value  thereof
included in the holder's amount realized on the exchange. The holding period for
the New Senior Notes or New Common  Stock so received  will not begin before the
day of the exchange.

                                       61

                  4. APPLICATION OF OID RULES

                  Under the Tax Code,  a holder  of a debt  instrument  that has
original  issue  discount  ("OID")  must  include a portion  of the OID in gross
income in each  taxable  year or portion  thereof in which the holder  holds the
debt  instrument,  even if the holder has not received a cash payment in respect
of such OID.  In  general,  OID is equal to the  excess  of (i) an  instrument's
"stated redemption price at maturity" over (ii) its "issue price."

                  The "stated redemption price at maturity" of a debt instrument
is the sum of all  payments to be made on such  instrument,  other than  certain
interest  payments,  based on a fixed  rate  payable  unconditionally,  at fixed
periodic intervals of one year or less during the entire term of the instrument.
Payment of interest on the New Senior Notes is likely  treated as such qualified
periodic interest payments.  Accordingly,  the New Senior Notes may have OID and
the holder thereof may be required to include a portion  thereof in gross income
for each taxable year even if the holder  receives no payment  during that year.
However,  the precise amount and timing of inclusions will depend on a number of
factors,  including  whether  the New  Senior  Notes are  treated as issued at a
discount or at par and  accordingly  can not be determined  until the New Senior
Notes are issued.  The Debtors will furnish  annually to the Service (other than
with  respect  to certain  exempt  holders)  and to holders of New Senior  Notes
information  with  respect to the OID  accruing  while such New Senior Notes are
held by such holders.

                  The "issue  price" of a debt  instrument  issued for  property
(such  as  an  outstanding  debt  instrument)  depends  upon  the  circumstances
surrounding its issuance.  The issue price of a debt instrument that is publicly
traded is generally  the fair market value of the debt  instrument  when issued.
The fair market value is generally  determined from the price at which such debt
instrument trades on the first day of trading. If the new debt instrument is not
publicly  traded  and is  issued  for  property  (such  as an  outstanding  debt
instrument)  that  is  publicly  traded,  then  the  issue  price  is  generally
determined  from the price at which  such  property  trades  on the issue  date.
Although  the matter is not free from  doubt,  the  Debtors  expect that the New
Senior Notes will  constitute  publicly traded property for purposes of applying
the  foregoing  rules.  Accordingly,  the issue price of the New Senior Notes is
expected to be their fair market value, as described above. Although the Debtors
believe  that such fair  market  value  will be the face value of the New Senior
Notes,  their fair market value will be determined by the actual  trading prices
at the time the New Senior Notes are issued.  If the New Senior Notes are issued
at a discount from face value,  they would have OID equal to at least the amount
of such discount.

                  Treasury  regulations  provide that a holder  acquiring a debt
instrument in a reorganization  exchange may exclude all of the OID on such debt
instrument  from such holder's  taxable  income if it is acquired at a "premium"
(i.e., if the adjusted tax basis in the acquired debt instrument exceeds the sum
of all payments due on the instrument  after the acquisition  date, less certain
stated interest).

                                       62

         B. CONSEQUENCES TO THE DEBTORS

                  The Debtors  have  reported  for federal  income tax  purposes
substantial consolidated net operating loss ("NOL") carryforwards.  In addition,
the Debtors have  substantial  tax basis in their  assets.  As discussed  below,
certain  tax  attributes  of the  Debtors,  such as NOLs and tax basis,  will be
subject to reduction and limitation as a result of implementing the Plans.

                  1.   CANCELLATION OF  INDEBTEDNESS  AND REDUCTION OF TAX
                       ATTRIBUTES

                  In  general,  the  Tax  Code  provides  that  a  debtor  in  a
bankruptcy  case does not include  cancellation  of debt  income  ("COD") in its
gross income,  but rather must reduce its tax  attributes,  to the extent it has
such  attributes to reduce,  by the amount of COD that otherwise would have been
recognized. The amount of COD is the amount by which the indebtedness discharged
exceeds the consideration for which it is exchanged.  The Debtors generally will
realize COD income to the extent  that the sum of (i) cash paid by the  Debtors,
(ii) the fair market value of New Common Stock, and (iii) the issue price of the
New Senior Notes issued by the Debtors and received by holders of Claims is less
than the amount of indebtedness discharged.

                  A  debtor's  tax  attributes  are  generally  reduced  in  the
following  order  until  COD  is  exhausted:  NOLs,  general  business  credits,
alternative  minimum tax credits,  capital losses,  the tax basis of its assets,
credits and foreign tax credits.  The tax  attributes are reduced only after the
debtor's tax liability for the current year is determined (current-year NOLs are
reduced  before  any NOL  carryforwards  from  prior  years  are  reduced).  The
attribute  reduction  occurs as of the first day of the  succeeding  tax year. A
debtor's  tax basis in its assets  will not be  reduced  below the amount of its
liabilities (as defined)  outstanding  immediately  after the COD is recognized.
Any COD remaining after exhausting available tax attributes is simply forgiven.

                  As a result  of the  reduction  of the  Debtors'  indebtedness
pursuant to the Plans, the Debtors will suffer attribute reduction.  The Debtors
believe they will have significant  COD. The attribute  reduction is expected to
reduce its 2001 NOL that otherwise  might be available for  carryforward  to the
Debtors.

                  2. ALTERNATIVE MINIMUM TAX

                  In general, an alternative minimum tax ("AMT") is imposed on a
corporation's  alternative  minimum taxable income ("AMTI") at a 20-percent rate
to the extent such tax exceeds the corporation's regular federal income tax. For
purposes  of  computing  AMTI,  certain  tax  deductions  and  other  beneficial
allowances are modified or eliminated. In particular,  even though a corporation
otherwise  might be able to  offset  all its  taxable  income  for  regular  tax
purposes by available NOL  carryforwards,  only 90 percent of AMTI may be offset
by  available  NOL  carryforwards  (as  computed  for AMT  purposes).  Any AMT a
corporation pays will generally be allowed as a nonrefundable credit against its
regular   federal  income  tax  liability  in  future  taxable  years  when  the
corporation is no longer subject to AMT.

                                       63

         C. ADDITIONAL TAX CONSIDERATIONS FOR ALL CLAIM HOLDERS

                  1. DISTRIBUTIONS IN DISCHARGE OF ACCRUED INTEREST

                 A Claim  holder  that  receives  stock  or  other  property  in
discharge  of a Claim for  interest  accrued  during the period the holder owned
such Claim and not previously  included in such holder's income will be required
to  recognize  ordinary  income equal to the fair market value of the New Senior
Notes  and/or New Common  Stock  received  in  respect of such  Claim.  A holder
generally will recognize a deductible loss (or, possibly,  a write-off against a
reserve for bad debts) to the extent any accrued interest claimed was previously
included  in its gross  income and is not paid in full by the  Debtors.  The tax
basis of any New Senior Notes  and/or New Common Stock  received in exchange for
Claims for  accrued  interest  will be the fair  market  value of the New Common
Stock on the day of the exchange or issue price of the New Senior Notes,  as the
case may be. The holding  period for such New Senior  Notes and New Common Stock
will begin the day after the exchange.

                  Under  Section  7.9 of both  of the  Plans,  distributions  in
 respect of  Allowed  Claims  will be  allocated  first to the stated  principal
 amount of such Claims,  with any excess allocated to interest.  However,  there
 can be no assurance  that the Service or the courts will respect the allocation
 in the Plans for federal income tax purposes.

                  2. SUBSEQUENT SALE OF NEW SENIOR NOTES OR NEW COMMON STOCK

                 Any gain  recognized  by a  holder  upon a  subsequent  taxable
disposition  of New Senior  Notes or New Common Stock  received  pursuant to the
Plans in  satisfaction  of a Claim (or any stock or other property  received for
them in a later  tax-free  exchange)  may be treated as  ordinary  income to the
extent  of (i) any bad debt  deductions  (or  additions  to a bad debt  reserve)
previously  claimed with respect to its Claim and any  ordinary  loss  deduction
incurred upon  satisfaction  of its Claim,  less any income (other than interest
income)  recognized  by the holder  upon  satisfaction  of its Claim,  (ii) with
respect to a cash-basis holder, any amounts that would have been included in its
gross  income  if the  holder's  Claim had been  satisfied  in full but were not
included  by reason  of the cash  method of  accounting,  and (iii) any  accrued
market  discount that is assigned to the New Senior Notes or New Common Stock as
discussed  in  subsection  C.3  ("Additional  Tax  Considerations  for All Claim
Holders-Market Discount").

                  3. MARKET DISCOUNT

                 The Treasury  Department is expected to promulgate  regulations
that will provide  that any accrued  "market  discount"  not treated as ordinary
income  upon a tax-free  exchange of  market-discount  bonds  (generally,  bonds
acquired for less than their issue price) would carry over to any nonrecognition
property  received in the exchange.  If such  regulations  are  promulgated  and
applicable  to the Plans,  any accrued but  unrecognized  market  discount on an
exchanged  Claim that  constitutes  a Tax  Security  would carry over to any New
Senior  Notes or New Common  Stock  received  pursuant  to the  Plans.  Any gain
recognized by a holder upon a subsequent disposition of such New Senior Notes or
New Common  Stock also would be treated as ordinary  income to the extent of any
accrued market discount not previously included in such holder's income. Holders
are urged to consult  their tax  advisors  as to the  application  of the market
discount rules.

                                       64

         The  foregoing  federal  income  tax  summary  has  been  provided  for
informational purposes only. The tax consequences resulting from confirmation of
the Plans can vary greatly  among the various  Classes of  Creditors  and Equity
Interests,  or within each Class.  Significant tax  consequences may occur under
the Tax Code and  pursuant to state,  local and foreign tax statutes as a result
of  confirmation  of the Plans.  Because of the  complexity of the  transactions
contemplated by the Plans,  the differences in the nature of issues presented by
the Plans,  the  differences  in the nature of the Claims of various  Creditors,
their  taxpayer  status and methods of  accounting  and prior  actions  taken by
Creditors with respect to their Claims,  as well as the possibility  that events
subsequent  to  the  date  hereof  could  change  the  tax  consequences  of the
transactions, each holder of a Claim or Equity Interest may find it desirable to
seek professional tax advice.

                         XVIII. SECURITIES LAWS MATTERS

         No  registration  statement  will be filed under the  Securities Act of
1933,  as amended (the  "Securities  Act"),  or any state  securities  laws with
respect to the offer and  distribution  under the Plans of New Common  Stock and
New Senior Notes. The Debtors believe that the provisions of Section  1145(a)(1)
of the Bankruptcy Code exempt the offer and distribution of the New Common Stock
and New Senior Notes to the Debtors' Creditors from federal and state securities
registration requirements.

         Section 1145(a)(1) of the Bankruptcy Code exempts the offer and sale of
securities under a plan of reorganization from registration under the Securities
Act and  state  laws if three  principal  requirements  are  satisfied:  (a) the
securities must be offered and sold under a plan of  reorganization  and must be
securities of the debtor, of an affiliate participating in a joint plan with the
debtor or of a successor to the debtor under the plan, (b) the recipients of the
securities must each hold a prepetition or administrative  expense claim against
the debtor or an interest in the debtor;  and (c) the securities  must be issued
entirely  in  exchange  for the  recipient's  claim  against or  interest in the
debtor,  or  principally  in such exchange and partly for cash or property.  The
Debtors  believe  that the offer and sale of the New Common Stock and New Senior
Notes under the Plans  satisfy the  requirements  of Section  1145(a)(1)  of the
Bankruptcy  Code  and  are,  therefore,   exempt  from  registration  under  the
Securities Act and state securities laws.

                                XIX. CONCLUSION

         The primary purpose of this Disclosure Statement is to provide adequate
information  regarding  both Plans to  Creditors  and  stockholders  pursuant to
Section  1125 of the  Bankruptcy  Code.  Each  Creditor and  stockholder  should
consult with its own legal,  tax,  and  financial  advisor to the extent  deemed
necessary in order to evaluate the effect of the Plans on each of them.

                                       65

         As explained more fully hereinabove, before the Plans may be confirmed,
the  Bankruptcy  Court must find that the criteria  set forth in the  Bankruptcy
Code have been met,  including the requirement  that each Plan be accepted by an
Impaired Class.  The Debtors believe that the Plans are in the best interests of
holders of Claims  against the Debtors  and holders of Equity  Interests  in the
Debtors,  and,  accordingly,  THE DEBTORS  RECOMMEND THAT YOU VOTE TO ACCEPT THE
PLANS.

                  All holders of Claims against the Debtors are urged to vote to
accept the Plans and to evidence such  acceptance by returning  their Ballots so
that they will be received by May 14, 2001.

                                       66

         Respectfully submitted, this the 13th day of April, 2001.

                           VISTA EYECARE, INC.

                             /s/ Mitchell Goodman
                           -----------------------------------
                           By:  Mitchell Goodman
                           Its:  Senior Vice President,
                               General Counsel, and Secretary

                           INTERNATIONAL VISION ASSOCIATES, LTD.

                             /s/ Mitchell Goodman
                           -----------------------------------
                           By:  Mitchell Goodman
                           Its:  Vice President

                           NVAL HEALTHCARE SYSTEMS, INC.

                             /s/ Mitchell Goodman
                           -----------------------------------
                           By:  Mitchell Goodman
                           Its:  Vice President

                           VISTA OPTICAL EXPRESS, INC.

                             /s/ Mitchell Goodman
                           -----------------------------------
                           By:  Mitchell Goodman
                           Its:  Vice President

                           FRAME-N-LENS OPTICAL, INC.

                             /s/ Mitchell Goodman
                           -----------------------------------
                           By:  Mitchell Goodman
                           Its:  Vice President

                       (Signatures continued on next page)

                           NEW WEST EYEWORKS, INC.

                             /s/ Mitchell Goodman
                           -----------------------------------
                           By:  Mitchell Goodman
                           Its:  Vice President

                           FAMILY VISION CENTERS, INC.

                             /s/ Mitchell Goodman
                           -----------------------------------
                           By:  Mitchell Goodman
                           Its:  Vice President

                           VISION ADMINISTRATORS, INC.

                              /s/ Mitchell Goodman
                           -----------------------------------
                           By:  Mitchell Goodman
                           Its:  Vice President

                           ALEXIS HOLDING COMPANY, INC.

                             /s/ Mitchell Goodman
                           -----------------------------------
                           By:  Mitchell Goodman
                           Its:  Vice President

                           VISTA EYECARE NETWORK, LLC

                             /s/ Mitchell Goodman
                           -----------------------------------
                           By:  Mitchell Goodman
                           Its:  Vice President

                       (Signatures continued on next page)

                   (Signatures continued from preceding page)

                           MIDWEST VISION, INC.

                             /s/ Mitchell Goodman
                           -----------------------------------
                           By:  Mitchell Goodman
                           Its:  Vice President

                                    EXHIBIT A

                          PARENT PLAN OF REORGANIZATION

                         UNITED STATES BANKRUPTCY COURT
                          NORTHERN DISTRICT OF GEORGIA
                                ATLANTA DIVISION

IN RE:                                      :     CASE NOS. 00-65214 TO 00-65224
                                            :
VISTA EYECARE, INC., F/K/A NATIONAL         :     CHAPTER 11
VISION ASSOCIATES, LTD., ET AL.,            :
                                            :     JUDGE JAMES E. MASSEY
                                            :
                              DEBTORS.      :     JOINTLY ADMINISTERED
                                            :

                FIRST AMENDED JOINT PLAN OF REORGANIZATION UNDER
                    CHAPTER 11, TITLE 11, UNITED STATES CODE,
       FILED BY VISTA EYECARE, INC. AND CERTAIN OF ITS DEBTOR SUBSIDIARIES
       -------------------------------------------------------------------

                                   KILPATRICK STOCKTON LLP
                                   Dennis S. Meir
                                   Joel B. Piassick
                                   Michael D. Langford
                                   1100 Peachtree Street
                                   Atlanta, Georgia  30309-4530
                                   Telephone:  (404) 815-6500

                                   Attorneys for the Debtors

                                TABLE OF CONTENTS
                                -----------------

                                                                                                               Page
                                                                                                               ----

ARTICLE I.           INTRODUCTION.................................................................................1

ARTICLE II.          DEFINITIONS..................................................................................1

ARTICLE III.         CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS................................................9

ARTICLE IV.          TREATMENT OF UNCLASSIFIED ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS.....................10
         Section 4.1. Administrative Claims......................................................................10
         Section 4.2. Professional and Committee Member Compensation And Reimbursement Claims....................10
         Section 4.3. Priority Tax Claims........................................................................11

ARTICLE V.           TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS, IMPAIRMENT, VOTING, AND
                     CRAMDOWN....................................................................................11
         Section 5.1. Class 1 - Other Priority Claims............................................................11
         Section 5.2. Class 2 - DIP Financing Claims.............................................................12
         Section 5.3. Class 3 - Other Secured Claims.............................................................12
         Section 5.4. Class 4 - Convenience Claims...............................................................13
         Section 5.5. Class 5 - General Unsecured Claims.........................................................13
         Section 5.6. Class 6 - Late Claims and Subordinated Claims..............................................14
         Section 5.7. Class 7 - Intercompany Claims..............................................................14
         Section 5.8. Class 8 - Equity Interests.................................................................14
         Section 5.9. Impaired and Unimpaired Classes............................................................15
         Section 5.10. Classes Entitled to Vote..................................................................15
         Section 5.11. Class Acceptance Requirements.............................................................15
         Section 5.12. 11 U.S.C. Section 1129....................................................................15
         Section 5.13. Separate Voting by Holders of Claims Against Each Debtor..................................15

ARTICLE VI.          IMPLEMENTATION OF THE PLAN..................................................................15
         Section 6.1. Substantive Consolidation..................................................................15
         Section 6.2. Directors and Officers of the Reorganized Debtor...........................................16
         Section 6.3. Securities to Be Issued Pursuant to the Plan...............................................16
         Section 6.4. Reorganized Debtor's Incentive Plan........................................................17
         Section 6.5. Cancellation and Surrender of Existing Securities and Agreements...........................17
         Section 6.6. Applicability of Section 1125 of the Bankruptcy Code.......................................17
         Section 6.7. Bankruptcy Code Section 1145 Exemption.....................................................17

ARTICLE VII.         PROVISIONS GOVERNING DISTRIBUTIONS..........................................................17
         Section 7.1. Delivery of Distributions..................................................................17
         Section 7.2. Effective Date Distribution................................................................18

                                                         (i)

         Section 7.3. Disputed Claims Reserve....................................................................18
         Section 7.4. Distributions on Subsequent Distribution Dates.............................................19
         Section 7.5. Distributions on the Final Distribution Date...............................................19
         Section 7.6. Fractional Notes and Fractional Shares.....................................................20
         Section 7.7. Record Date for Distribution...............................................................20
         Section 7.8. Indenture Trustee's Fees and Expenses Regarding Distributions..............................20
         Section 7.9. Allocation of Consideration................................................................21
         Section 7.10. Condition Precedent to Receiving Distribution.............................................21
         Section 7.11. No Distribution Pending Resolution of Objections..........................................21
         Section 7.12. Effect of Section 502(d) on the Right to Distributions....................................21
         Section 7.13. Treatment of Contingent, Unliquidated, and Undetermined Claims............................21
         Section 7.14. Preconfirmation Distributions.............................................................22
         Section 7.15. Undeliverable Distributions...............................................................22
         Section 7.16. Unclaimed Distributions...................................................................22

ARTICLE VIII.        PROVISIONS GOVERNING OBJECTIONS TO AND RESOLUTION OF CLAIMS.................................22
         Section 8.1. Objections To And Resolution of Claims.....................................................22
         Section 8.2. Amendments to Schedules and Claim Objections...............................................23
         Section 8.3. Disallowance of Postpetition Interest, Penalties, Fees, and Other Accruals.................23
         Section 8.4. Administrative, Priority, and Convenience Claims Reserve...................................23
         Section 8.5. Allowance of Disputed Administrative, Priority, and Convenience Claims.....................24
         Section 8.6. Estimation.................................................................................24

ARTICLE IX.          TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.......................................24
         Section 9.1. Assumption and Rejection of Contracts and Leases...........................................24
         Section 9.2. Rejection Claims and Bar Date..............................................................25
         Section 9.3. Cure of Defaults Under Assumed Contracts and Leases........................................25
         Section 9.4. Various Employment Agreements and Benefit Plans............................................25
         Section 9.5. Insurance Policies.........................................................................26

ARTICLE X.           CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE...............................................26
         Section 10.1. Conditions Precedent to Plan Confirmation.................................................26
         Section 10.2. Conditions Precedent to Effective Date of the Plan........................................26
         Section 10.3. Waiver of Conditions......................................................................26

ARTICLE XI.          EFFECTS OF PLAN CONFIRMATION................................................................27
         Section 11.1. Discharge.................................................................................27
         Section 11.2. Vesting...................................................................................27
         Section 11.3. Injunction................................................................................27
         Section 11.4. Releases..................................................................................28

                                                        (ii)

         Section 11.5. Exculpation of Released Parties...........................................................28
         Section 11.6. Term of Bankruptcy Injunction or Stay.....................................................28
         Section 11.7. Preservation of Insurance.................................................................28
         Section 11.8. Officers' and Directors' Indemnification Rights and Insurance.............................28
         Section 11.9. Binding Effect of the Plan................................................................29

ARTICLE XII.         PLAN MODIFICATION...........................................................................29

ARTICLE XIII.        RETENTION OF JURISDICTION...................................................................29

ARTICLE XIV.         MISCELLANEOUS PROVISIONS....................................................................30
         Section 14.1. Post-Confirmation U.S. Trustee Fees.......................................................30
         Section 14.2. Dissolution of the Committee..............................................................30
         Section 14.3. Governing Law.............................................................................31
         Section 14.4. Filing or Execution of Additional Documents...............................................31
         Section 14.5. Execution of Documents....................................................................31
         Section 14.6. Withholding and Reporting Requirements....................................................31
         Section 14.7. Exemption from Transfer Taxes.............................................................31
         Section 14.8. Notices...................................................................................31
         Section 14.9. Effectiveness of Prior Orders.............................................................32
         Section 14.10. Preservation of Debtors' Claims, Demands and Causes of Action............................32
         Section 14.11. Setoffs..................................................................................32
         Section 14.12. Compromise of Claims and Controversies...................................................32
         Section 14.13. Unclaimed or Abandoned Property..........................................................33
         Section 14.14. Headings.................................................................................33
         Section 14.15. Severability.............................................................................33
         Section 14.16. Business Day.............................................................................33
         Section 14.17. Exhibits and Schedules...................................................................33
         Section 14.18. Conflict.................................................................................33

                                                        (iii)

ARTICLE I.        INTRODUCTION

         Vista  Eyecare,  Inc.,  f/k/a  National  Vision  Associates,  Ltd., and
certain  of  its  debtor   subsidiaries,   specifically,   International  Vision
Associates,  Ltd.; NVAL  Healthcare  Systems,  Inc.; and Vista Optical  Express,
Inc.;   debtors  in  possession  in  the   above-referenced   Chapter  11  Cases
(collectively  referred to hereinafter as the "Debtors"),  propose the following
First  Amended Joint Plan of  Reorganization  Under Chapter 11, Title 11, United
States Code, Filed by Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries
(the "Plan").

         The  Debtors  commenced  these  cases by filing  voluntary  Chapter  11
petitions with the Bankruptcy  Court on April 5, 2000. The Debtors have operated
as debtors in possession  pursuant to Sections  1107 and 1108 of the  Bankruptcy
Code since the Chapter 11 filings.

ARTICLE II.       DEFINITIONS

         The following  terms,  when used in this Plan, shall have the following
respective meanings unless the context otherwise requires:

         "Administrative  Claim" shall mean any Claim for payment of any cost or
expense of  administration  in connection  with the Chapter 11 Cases entitled to
priority under Sections 503(b),  507(a)(1), or 365(d)(3) of the Bankruptcy Code,
including but not limited to, any actual and necessary expense of preserving the
Estates  of  the  Debtors,   or  any  of  them,  any  indebtedness,   liability,
responsibility,  or  obligation  which  arose or was  incurred or assumed by the
Debtors, or any of them, as Debtors in Possession in connection with the conduct
of their  business or otherwise,  or any Claim which arose out of the conduct or
activities of the Debtors,  or any of them,  subsequent to the Petition Date and
prior to the Confirmation Date, including,  without limitation, all professional
compensation  and expense  reimbursement  approved and Allowed by the Bankruptcy
Court, any costs of making  distributions and providing notices and Ballots with
respect to the Plan,  and all fees and  charges  assessed  against  the  Estates
pursuant to Section 1930,  Title 28, United States Code.  Administrative  Claims
shall not include DIP Financing Claims.

         "Administrative  Claim Bar Date"  shall mean the last date  established
for filing Administrative Claims, as ordered by the Bankruptcy Court.

         "Administrative,  Priority,  and  Convenience  Claims  Reserve" has the
meaning assigned to such term in Section 8.4 of the Plan.

         "Affiliate" has the meaning set forth in 11 U.S.C. Section 101(2).

         "Allowed,"  with  reference  to any  Claim  (except  an  Administrative
Claim),  means (a) any Claim against the Debtors,  or any of them, that has been
or hereafter is listed by any of the Debtors on their  Schedules (as such may be
amended from time to time in accordance with Bankruptcy Rule 1009) as liquidated
in amount and is not listed as disputed,  contingent,  or  unliquidated  and for
which no proof of  claim  is filed on or prior to the Bar  Date;  (b) any  Claim

                                       1

against any of the  Debtors,  proof of which was filed on or before the Bar Date
and which is not (i) Disputed within the applicable  period of limitation  fixed
by this Plan, the  Bankruptcy  Code,  the  Bankruptcy  Rules,  or the Bankruptcy
Court, (ii) Contingent, (iii) unliquidated,  or (iv) filed in an undetermined or
unspecified  amount; or (c) any Claim against any of the Debtors,  the amount or
existence of which,  if Disputed,  has been allowed for purposes of distribution
by  Final  Order  of the  Bankruptcy  Court,  but  only  to the  extent  of such
allowance.  Any  Claims  allowed  solely  for the  purpose of voting on the Plan
pursuant  to an  order  of the  Bankruptcy  Court  shall  not be  considered  as
"Allowed" for purposes of this definition.  Except as otherwise  provided in the
Plan,  with reference to an  Administrative  Claim,  "Allowed" means approval by
Final  Order,  after  notice and a hearing  pursuant  to  Section  503(b) of the
Bankruptcy Code, of a request for payment of an Administrative Claim.

         "Available  Notes" shall mean all New Senior Notes to be distributed to
holders of Allowed General Unsecured Claims, less the number of New Senior Notes
deposited into the Disputed Claims Reserve.

         "Available  Shares"  shall mean all  shares of New  Common  Stock to be
distributed to the holders of Allowed General Unsecured Claims,  less the number
of shares of New Common Stock deposited into the Disputed Claims Reserve.

         "Ballots"  shall mean each of the  ballot  forms  distributed  with the
Disclosure  Statement to each holder of an Impaired Claim (other than to holders
not  entitled  to vote on the Plan) upon which is to be  indicated,  among other
things, acceptance or rejection of the Plan.

         "Bankruptcy Code" shall mean 11 U.S.C. Sections 101 et. seq., as now in
effect or hereafter  amended with retroactive  applicability to these Chapter 11
Cases.

         "Bankruptcy  Court" shall mean the United States  Bankruptcy  Court for
the Northern District of Georgia, Atlanta Division.

         "Bankruptcy   Rules"  shall  mean  the  Federal   Rules  of  Bankruptcy
Procedure,  as prescribed by the United States Supreme Court, and local rules of
the Bankruptcy Court, as the context may require,  as now in effect or hereafter
amended with retroactive applicability to these Chapter 11 Cases.

         "Bar Date" shall mean the last date for filing  Claims,  established as
December  15, 2000,  for these  Chapter 11 Cases,  as ordered by the  Bankruptcy
Court pursuant to that certain Order and Notice Fixing Time for Filing Proofs of
Claim,  entered  October  13,  2000,  or such later date as may be  established,
pursuant  to  Bankruptcy  Rules  3003(c)(3)  and  3002(c)(4),  by  order  of the
Bankruptcy  Court with respect to Claims  related to the  rejection of executory
contracts and unexpired  leases  occurring after December 15, 2000. The Bar Date
for unexpired leases and executory  contracts that are deemed rejected  pursuant
to  Section  9.1 of this Plan  shall be  thirty  (30)  days  after  entry of the
Confirmation Order, as provided for in Section 9.2 of this Plan.

                                       2

         "Business Day" shall mean any day except Saturday, Sunday, or any other
day on which  commercial  banks are authorized by law in the State of Georgia to
close, or any day designated in Bankruptcy Rule 9006(a) as a "legal holiday."

         "Cash" shall mean cash and cash equivalents.

         "Chapter 11 Cases"  shall mean the Chapter 11 cases  commenced by Vista
Eyecare,  Inc. and its Debtor Subsidiaries,  being styled, IN RE: VISTA EYECARE,
INC., ET AL., Chapter 11 Case Nos. 00-65214 to 00-65224,  Jointly  Administered,
Judge James E. Massey, currently pending in the Bankruptcy Court.

         "Claim," as against the Debtors,  or any of them, shall mean a right to
payment,  whether  or  not  such  right  is  reduced  to  judgment,  liquidated,
unliquidated,  fixed,  contingent,  matured,  unmatured,  disputed,  undisputed,
legal, equitable,  secured or unsecured; or the right to an equitable remedy for
breach of performance  if such breach gives rise to a right to payment,  whether
or not such  right  to an  equitable  remedy  is  reduced  to  judgment,  fixed,
contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.

         "Class"  shall  mean a group of Claims or  Equity  Interests  which are
substantially similar to each other as classified pursuant to the Plan.

         "Collateral"  means any property or interest in property of the Estates
of any of the  Debtors  subject  to a Lien  that  secures,  in whole or in part,
whether by agreement, statute, or judicial decree, the payment of a Claim.

         "Committee"  means  the  Official  Committee  of  Unsecured   Creditors
appointed  by the United  States  Trustee in the Debtors'  Chapter 11 Cases,  as
constituted from time to time.

         "Confirmation  Date" shall mean the date on which the Bankruptcy  Court
enters the Confirmation Order.

         "Confirmation  Hearing" means the hearing to consider  confirmation  of
the Plan pursuant to Section 1128 of the Bankruptcy Code, as it may be adjourned
or continued from time to time.

         "Confirmation  Order"  shall  mean the  order of the  Bankruptcy  Court
confirming the Plan pursuant to Section 1129 of the Bankruptcy Code.

         "Consolidated Subsidiaries" shall mean International Vision Associates,
Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc.

         "Contingent,"  with  reference  to a Claim,  means a Claim that has not
accrued and that is dependent on a future event that may or may not occur.

                                       3

         "Convenience  Claim" means and includes any Claim which would otherwise
be a General  Unsecured Claim that (i) is Allowed in an amount of $1,500 or less
and (ii) is Allowed in the amount of greater than $1,500 but which is reduced to
$1,500 by the election of the holder thereof pursuant to the holder's Ballot.

         "Creditor"  shall  mean a Person  that has a Claim  against  any of the
Debtors that arose at the time of or before the Petition  Date; or a Person that
has a Claim  against  the Estate of any of the  Debtors of a kind  specified  in
Sections 502(g), 502(h), or 502(i) of the Bankruptcy Code.

         "Debt" means liability on a Claim.

         "Debtor  Subsidiaries" shall mean Frame-n-Lens  Optical,  Inc., Midwest
Vision,  Inc., New West Eyeworks,  Inc.,  Family Vision  Centers,  Inc.;  Vision
Administrators,  Inc.; Alexis Holding Company, Inc.; Vista Eyecare Network, LLC;
International Vision Associates,  Ltd.; NVAL Healthcare Systems, Inc.; and Vista
Optical Express, Inc.

         "Debtors"  shall  mean  Vista  Eyecare,  Inc.,  f/k/a  National  Vision
Associates,   Ltd.;  International  Vision  Associates,  Ltd.;  NVAL  Healthcare
Systems, Inc.; and Vista Optical Express, Inc.

         "Debtors in  Possession"  shall mean the  Debtors in their  capacity as
debtors in possession in the Chapter 11 Cases  pursuant to Sections  1107(a) and
1108 of the Bankruptcy Code.

         "DIP Credit  Facility" means that certain  $25,000,000  Senior Secured,
Super-Priority  Debtor-in-Possession  Loan and Security  Agreement,  dated as of
April 6, 2000, by and among Vista Eyecare,  Inc., the Debtor  Subsidiaries,  and
Foothill Capital Corporation, as it may be amended from time to time.

         "DIP Financing  Claims" shall mean all Claims arising under or relating
to the DIP Credit Facility and all agreements and instruments relating thereto.

         "Disclosure  Statement" means the First Amended Disclosure Statement to
Accompany First Amended Joint Plan of Reorganization Under Chapter 11, Title 11,
United  States  Code,  Filed by Vista  Eyecare,  Inc.  and Certain of Its Debtor
Subsidiaries  and First Amended Joint Plan of  Reorganization  Under Chapter 11,
Title 11, United  States Code,  Filed by  Frame-n-Lens  Optical,  Inc.;  Midwest
Vision, Inc.; New West Eyeworks, Inc.; and Certain of Their Debtor Subsidiaries,
as approved by the  Bankruptcy  Court pursuant to Section 1125 of the Bankruptcy
Code and Bankruptcy  Rule 3017 in connection  with this Plan, as such disclosure
statement may be modified,  amended, or supplemented from time to time, together
with all exhibits, schedules, addenda, or other attachments, if any.

                                       4

         "Disputed,"  with reference to a Claim,  means (a) any Claim,  proof of
which was not timely or properly filed and which has been or hereafter is listed
on the Schedules of any of the Debtors as unliquidated, disputed, or contingent,
or is not listed on the  Schedules;  (b) any Claim as to which the Debtors,  the
Committee,  or any other party in  interest  has filed an  objection,  action to
equitably  subordinate  or  otherwise  limit  recovery  thereof,  or request for
estimation on or prior to the applicable  limitation period for objections fixed
by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court,
except to the extent that such objection,  equitable  subordination  action,  or
request for  estimation  is withdrawn or determined by a Final Order in favor of
the holder of such  Claim;  or (c) any  Contingent  Claim or any Claim  which is
unliquidated or filed in an undetermined or unspecified  amount. A Claim that is
"Disputed"  under  subsection (b) of the definition shall cease to be a Disputed
Claim upon the withdrawal of such objection,  equitable subordination action, or
request for estimation or a  determination  thereon by a Final Order in favor of
the holder of such Claim but only to the extent such Claim is Allowed.

         "Disputed  Claims Reserve" means any New Senior Notes and shares of New
Common Stock issued to the New Notes  Indenture  Trustee and the Transfer Agent,
respectively,  for  distribution  to holders of  Disputed  Claims on  Subsequent
Distribution  Dates and the Final  Distribution  Date pursuant to Section 7.3 of
the Plan, if and when such Claims are Allowed.

         "Effective Date" shall be the later of (a) a Business Day determined by
the Debtors,  not earlier than 5 days nor later than 15 days, after the entry of
the  Confirmation  Order,  or (b) the  first  Business  Day on which  all of the
conditions  specified  in  Sections  10.1 and 10.2 of the Plan have  either been
satisfied or waived in accordance with Section 10.3 of the Plan.

         "Equity  Interest"  or  "Interest"  means  (a) a  share  in  any of the
Debtors,  whether  or not  transferable  or  denominated  "stock"  or a  similar
security;  (b) interest of a limited partner in a limited partnership or limited
liability company;  or (b) an option, a warrant,  or a right, other than a right
to convert, to purchase, sell, or subscribe to a share, security, or interest of
a kind specified in subparagraph (a) of this paragraph.

         "Estates"  shall mean the  estates  created  in these  Chapter 11 Cases
pursuant to Section 541 of the Bankruptcy Code.

         "Final  Distribution  Date"  means  the date on which  the  Reorganized
Debtor makes or causes to be made a final  distribution  pursuant to Section 7.5
of this Plan. The Final  Distribution Date shall be a date, as determined by the
Reorganized Debtor, after resolution of all Disputed Claims.

         "Final  Order"  shall mean an order or judgment of a court of competent
jurisdiction  as  entered  on its  docket  that  has not been  reversed,  stayed
pursuant  to  Bankruptcy  Rule  8005 or any  other  applicable  rule of civil or
appellate procedure,  modified,  or amended, and as to which the time to appeal,
petition for certiorari,  or seek reargument or rehearing has expired, and as to
which no notice of appeal, petition for certiorari,  or motion for reargument or

                                       5

rehearing  was timely  filed,  or as to which any right to appeal,  petition for
certiorari,  or seek  reargument  or  rehearing  has been waived in writing in a
manner  satisfactory  to the  Reorganized  Debtor,  or, if a notice  of  appeal,
petition for  certiorari,  motion for  reargument or rehearing was timely filed,
the order or judgment has been  affirmed by the highest court to which the order
or judgment was appealed or from which the  reargument  or rehearing was sought,
or  certiorari  has been denied,  and the time to file any further  appeal or to
petition for certiorari or to seek further reargument or rehearing has expired.

         "FNL" means Frame-n-Lens Optical, Inc.

         "General  Unsecured  Claim" shall mean an  Unsecured  Claim that is not
entitled to priority under Section 507(a) of the Bankruptcy Code.

         "Impaired"  means, when used with reference to a Claim, a Claim that is
impaired within the meaning of Section 1124 of the Bankruptcy Code.

         "Indenture  Trustee" means,  with respect to the Senior Note Indenture,
State  Street Bank and Trust  Company,  in its  capacity  as trustee  under such
indenture.

         "Intercompany  Claim"  means any Claim held by any Debtor or  Affiliate
against any other Debtor or Affiliate.

         "Late  Claim"  means any Claim filed after the Bar Date  applicable  to
that Claim.

         "Lien" means charge  against or interest in property to secure  payment
of a Debt or performance of an obligation.

         "Midwest" means Midwest Vision, Inc.

         "New Common  Stock" means shares of common  stock,  par value $0.01 per
share,  of the  Reorganized  Debtor,  authorized  pursuant to the certificate of
incorporation of the Reorganized Debtor.

         "New Notes  Indenture"  means the  indenture  between  the  Reorganized
Debtor, as issuer,  and the New Notes Indenture  Trustee,  pursuant to which the
New Senior Notes will be issued.

         "New Notes Indenture Trustee" means the bank or trust company that will
serve as trustee under the New Notes Indenture.

         "New Senior  Notes" shall mean up to $120 million in  promissory  notes
authorized and to be issued pursuant to the Plan and the Subsidiaries'  Plan and
the New Notes Indenture, on the terms and subject to the conditions described in
Exhibit "A" attached hereto.

                                       6

         "New West" means New West Eyeworks, Inc.

         "Other Priority Claim" shall mean Claims entitled to priority  pursuant
to Section 507(a) of the Bankruptcy Code (other than  Administrative  Claims and
Priority Tax Claims),  including,  without limitation,  certain Allowed employee
compensation  Claims of the Debtors'  employees incurred within ninety (90) days
prior to the Petition Date, as described in Section  507(a)(3) of the Bankruptcy
Code, and certain Claims for  contributions  to an employee benefit plan arising
from  services  rendered  within  one  hundred  eighty  (180)  days prior to the
Petition Date, as described in Section 507(a)(4) of the Bankruptcy Code.

         "Other  Secured  Claim"  shall  mean  any  Claim,  other  than  the DIP
Financing  Claims,  to the extent reflected in the Schedules or a proof of claim
filed as a Secured Claim, which is secured by a Lien on Collateral to the extent
of the value of such Collateral, as determined in accordance with Section 506(a)
of the  Bankruptcy  Code,  or, in the event that such Claim is subject to setoff
under Section 553 of the Bankruptcy Code, to the extent of such setoff.

         "Person" shall mean an individual,  a  corporation,  a partnership,  an
association,  a joint stock company,  a joint venture,  an estate,  a trust,  an
unincorporated organization, the U.S. Trustee, or a government or any particular
subdivision thereof, or other entity.

         "Petition Date" shall mean April 5, 2000, the date on which the Debtors
filed their  Chapter 11  petitions  with the  Bankruptcy  Court  commencing  the
Chapter 11 Cases.

         "Plan" shall mean this First Amended Joint Plan of Reorganization Under
Chapter 11, Title 11,  United  States  Code,  Filed by Vista  Eyecare,  Inc. and
Certain  of  Its  Debtor  Subsidiaries,  in  its  present  form  or as it may be
modified,  amended,  or  supplemented  from  time to  time,  together  with  all
exhibits, schedules, addenda, or other attachments, if any.

         "Priority Tax Claim" means any Unsecured  Claim held by a  governmental
unit entitled to priority in right of payment  pursuant to Section  507(a)(8) of
the Bankruptcy Code.

         "Pro Rata" shall mean, at any time, the same proportion that the amount
of a Claim in a  particular  Class bears to the  aggregate  amount of all Claims
(including Disputed Claims) in such Class.

         "Released  Parties"  shall have the  meaning  assigned  to such term in
Section 11.4 of the Plan.

         "Reorganized Debtor" shall mean the Debtors, substantively consolidated
with and into Vista Eyecare, Inc. (to be renamed National Vision Associates Inc.
or such other name as may be designated by the Debtors) by the Bankruptcy  Court
on and after the Effective Date, as described in Section 6.1 of the Plan,  which
entity shall be, and the Confirmation  Order shall so provide,  the successor to
the Debtors, and each of them, for all purposes.

                                       7

         "Schedules" shall mean the schedules of assets and liabilities filed by
the  Debtors  with the  Bankruptcy  Court  pursuant  to  Section  521(1)  of the
Bankruptcy Code as they have been or may be amended or supplemented from time to
time in accordance with Bankruptcy Rule 1009.

         "Secured  Claim" shall mean a Claim which is a secured claim as defined
in Section 506 of the Bankruptcy Code.

         "Senior  Note  Claims"  shall mean all Claims  directly  or  indirectly
arising  from or under or related in any way to the Senior Note  Indenture,  the
Senior Notes,  and any of the documents,  instruments,  and agreements  relating
thereto, as amended, supplemented, or modified.

         "Senior  Note  Indenture"  means that  certain  Indenture,  dated as of
October 8, 1998,  between National Vision  Associates,  Ltd., now known as Vista
Eyecare, Inc., as issuer; each of the Debtor Subsidiaries (with the exception of
Vista Optical Express, Inc.), and nondebtors  International Vision Associates of
Ontario,   Ltd.  and  International   Vision  Associates  of  Canada,  Ltd.,  as
guarantors;  and State  Street Bank and Trust  Company,  as  Indenture  Trustee,
pursuant to which the Senior Notes were issued,  together with any amendments or
supplements thereto.

         "Senior Noteholders" shall mean the holders of the Senior Notes.

         "Senior Notes" shall mean the  $125,000,000  12 3/4% Senior Notes,  due
2005, of National  Vision  Associates,  Ltd., now known as Vista Eyecare,  Inc.,
issued and outstanding pursuant to the Senior Note Indenture,  together with any
amendments or supplements thereto.

         "Subordinated   Claim"   means  any  Claim  (a)  payment  of  which  is
subordinated in right of treatment or payment to other Claims under an agreement
enforceable under applicable non-bankruptcy law, but only to the extent provided
in such agreement,  (b) for  reimbursement  or contribution of an entity that is
liable with the Debtors,  or any of them,  on another  Creditor's  Allowed Claim
unless  and until such Claim is paid in full;  or (c)  subordinated  in right of
treatment or payment pursuant to Sections 509(c) or 510 of the Bankruptcy Code.

         "Subsequent Distribution" means any distribution of Available Shares or
Available  Notes made to the holders of Allowed  General  Unsecured  Claims on a
Subsequent Distribution Date in accordance with Section 7.4 of the Plan.

         "Subsequent  Distribution  Date" means any date,  as  determined by the
Reorganized  Debtor,  which is after the  Effective  Date and prior to the Final
Distribution Date on which a distribution of Available Shares or Available Notes
is made to  holders of  Allowed  General  Unsecured  Claims in  accordance  with
Section 7.4 of the Plan.

                                       8

         "Subsidiaries'   Plan"   means  the  First   Amended   Joint   Plan  of
Reorganization  Under  Chapter  11,  Title  11,  United  States  Code,  Filed by
Frame-n-Lens Optical,  Inc.; Midwest Vision, Inc.; New West Eyeworks,  Inc.; and
Certain of Their Debtor Subsidiaries.

         "Transfer Agent" means the transfer agent for the New Common Stock.

         "Unsecured  Claim"  shall mean a Claim for which no  property of any of
the Debtors' Estates serves as security or Collateral.

         "U.S.  Trustee" shall mean the United States Trustee appointed pursuant
to Section 581, Title 28, United States Code, to serve in the Northern  District
of Georgia.

         "Vista" means Vista Eyecare, Inc.

         In addition to the  definitions set forth  hereinabove,  and insofar as
not  inconsistent or in conflict with said  definitions,  the words in this Plan
(whether  capitalized  or not) shall have the meanings  ascribed  thereto by the
Bankruptcy  Code  and the  Bankruptcy  Rules.  As used in this  Plan,  masculine
pronouns shall be deemed to include the feminine and neuter,  and all terms used
in the singular  shall  include the plural and vice versa.  The words  "herein,"
"hereof,"  and  "hereunder"  and any other words of similar  import refer to the
Plan as a whole,  including all exhibits  attached to this Plan, as the same may
from time to time be amended or supplemented, and not to any particular article,
section, or subdivision contained in the Plan.

ARTICLE III.      CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

         In  accordance  with  Section   1123(a)(1)  of  the  Bankruptcy   Code,
Administrative  Claims and  Priority  Tax Claims  have not been  classified  for
purposes of voting or receiving  distributions under the Plan. Instead, all such
Claims are treated as  unclassified  Claims on the terms set forth in Article IV
of the Plan.  All other Claims  against and Equity  Interests in the Debtors are
placed in the Classes set forth below. A Claim is in a particular  Class only to
the extent that the Claim qualifies  within the  description of that Class,  and
(unless  otherwise  noted herein) is in a different Class to the extent that the
remainder of the Claim  qualifies  within the description of some other Class. A
Claim  is also  placed  in a  particular  Class  for the  purpose  of  receiving
distributions  pursuant  to the Plan only to the  extent  that such  Claim is an
Allowed  Claim in that  Class and such  Claim has not been  paid,  released,  or
otherwise settled prior to the Effective Date.

         The  Classes of Claims of  Creditors  and  holders of Equity  Interests
under this Plan are as follows:

         Class 1 consists of all Other Priority Claims.

         Class 2 consists of all DIP Financing Claims.

         Class 3 consists of all Other Secured Claims.

                                       9

         Class 4 consists  of all  Convenience  Claims.  Convenience  Claims are
classified  only in Class 4 of this Plan and shall not receive  treatment  under
any other Classes.

         Class  5  consists  of all  General  Unsecured  Claims,  excluding  any
Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims.

         Class 6 consists  of all Late  Claims  and  Subordinated  Claims.  Such
Claims  are  classified  only in  Class 6 of the  Plan  and  shall  not  receive
treatment under any other Classes.

         Class 7 consists of all Intercompany  Claims.  Intercompany  Claims are
classified  only in Class 7 of this Plan and shall not receive  treatment  under
any other Classes.

         Class 8 consists of all Equity Interests.

ARTICLE IV.       TREATMENT OF UNCLASSIFIED ADMINISTRATIVE CLAIMS
                  AND PRIORITY TAX CLAIMS

         SECTION  4.1.  ADMINISTRATIVE  CLAIMS.  Except to the  extent  that any
entity  entitled  to payment of any  Allowed  Administrative  Claim  agrees to a
different  treatment,  each  holder of an  Allowed  Administrative  Claim  shall
receive (a) Cash in an amount equal to such Allowed  Administrative Claim on the
later of the Effective  Date and the date such  Administrative  Claim becomes an
Allowed  Administrative Claim, or as soon after allowance as is practicable,  or
(b) such  other  treatment  as the  Debtors or the  Reorganized  Debtor and such
holder  shall have agreed upon in writing.  Before  payment by the Debtors of an
Administrative  Claim, a Person  asserting an  Administrative  Claim must comply
with the requisites of Section 503 of the Bankruptcy Code;  provided however, no
request for payment shall be required with respect to Administrative Claims that
have been incurred  prior to the  Confirmation  Date, the obligation of which is
liquidated  and  non-contingent  and was  incurred  by any of the Debtors in the
ordinary  course of their business and the  administration  of their  respective
Estates prior to the Confirmation Date. With respect to all other Administrative
Claims,  a request for payment must be filed by the claimant with the Bankruptcy
Court on or prior  to the  Administrative  Claim  Bar  Date  established  by the
Bankruptcy Court or such claim shall be disallowed and forever barred,  with the
exception of fees and other charges and expenses of professionals of the Debtors
and the Committee  employed  under Sections 327, 328, and 1103 of the Bankruptcy
Code and members of the Committee for their expenses  incurred in service on the
Committee, which are dealt with in the next paragraph.

         SECTION  4.2.   PROFESSIONAL  AND  COMMITTEE  MEMBER  COMPENSATION  AND
REIMBURSEMENT  CLAIMS.  All  professionals  of the Debtors and the Committee and
members  of  the  Committee   seeking  an  award  by  the  Bankruptcy  Court  of
compensation for services rendered or reimbursement of expenses incurred through
and including the Effective Date (a) shall file with the Bankruptcy  Court their
respective  final  applications  for  allowance  of  compensation  for  services
rendered and  reimbursement  of expenses  incurred through the Effective Date by
the date that is 60 days after the  Effective  Date or such other date as may be
fixed  by the  Bankruptcy  Court  and  (b) if  granted,  such  an  award  by the

                                       10

Bankruptcy  Court  shall be paid in full in such  amounts as are  awarded by the
Bankruptcy  Court (i) on the date such  Administrative  Claim becomes an Allowed
Administrative  Claim, or as soon after allowance as is practicable or (ii) upon
such other  terms as may be  mutually  agreed  upon  between  such  holder of an
Administrative  Claim  and the  Debtors  in  Possession  or,  on and  after  the
Effective  Date, the  Reorganized  Debtor.  All  professional  fees and expenses
incurred by the Debtors or the Reorganized Debtor after the Effective Date shall
be paid in the  ordinary  course of business  of the Debtors or the  Reorganized
Debtor,  without the need for filing a fee  application.  The  Bankruptcy  Court
shall retain  jurisdiction to resolve any dispute with respect to the payment of
any such fees or expenses upon application by the affected professional.

         SECTION 4.3. PRIORITY TAX CLAIMS. Except to the extent that a holder of
an Allowed Priority Tax Claim agrees to a less favorable treatment,  each holder
of an  Allowed  Priority  Tax Claim  shall  receive,  at the sole  option of the
Reorganized Debtor, in full and final satisfaction of such Claim: (a) Cash in an
amount  equal to such Allowed  Priority Tax Claim on the later of the  Effective
Date and the date such Priority Tax Claim becomes an Allowed Priority Tax Claim,
or as soon after allowance as is  practicable,  or (b) over a period through the
sixth  anniversary of the date of assessment of such Allowed Priority Tax Claim,
equal annual Cash payments in an aggregate amount equal to such Allowed Priority
Tax Claim,  together with interest (i) with respect to federal taxes, at a fixed
annual rate equal to the federal statutory rate as provided in 26 U.S.C. Section
6621;  and (ii) with  respect to state and city  taxes,  at the rate  applicable
under  state or local  law.  A holder of a Claim  who has  asserted  such  Claim
against more than one Debtor or against a Debtor and any of FNL, Midwest, or New
West,  or any of  their  subsidiaries,  arising  from  or  related  to the  same
obligation,  transaction,  occurrence,  claim,  or cause of action  (whether the
basis for the asserted liability or obligation arises from contract,  guarantee,
or  operation  of law) shall be treated as having a single Claim for purposes of
distribution under this Plan and the Subsidiaries' Plan.

ARTICLE V.        TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS,
                  IMPAIRMENT, VOTING, AND CRAMDOWN

         SECTION 5.1.  CLASS 1 - OTHER PRIORITY CLAIMS.

              (a)  Distributions.  Except  to the  extent  that a  holder  of an
Allowed Other  Priority  Claim shall have agreed in writing to a less  favorable
treatment,  each holder of an Allowed Other Priority Claim shall receive payment
in an amount equal to such Allowed Claim in full in Cash on the later of (i) the
Effective  Date and (ii) the date when such  Other  Priority  Claim  becomes  an
Allowed Claim, or as soon after  allowance as is practicable,  in full and final
satisfaction  of such  Claim.  A holder of a Claim who has  asserted  such Claim
against more than one Debtor or against a Debtor and any of FNL, Midwest, or New
West,  or any of  their  subsidiaries,  arising  from  or  related  to the  same
obligation,  transaction,  occurrence,  claim,  or cause of action  (whether the
basis for the asserted liability or obligation arises from contract,  guarantee,
or  operation  of law) shall be treated as having a single Claim for purposes of
distribution under this Plan and the Subsidiaries' Plan.

                                       11

              (b) Impairment and Voting.  Class 1 is unimpaired  under the Plan.
Holders of Allowed Claims in Class 1 are presumed to accept the Plan and are not
entitled to vote to accept or reject the Plan.

         SECTION 5.2.  CLASS 2 - DIP FINANCING CLAIMS.

              (a)  Distributions.  Except  to the  extent  that a  holder  of an
Allowed  Claim in this Class  shall have  agreed in writing to a less  favorable
treatment, on the Effective Date of the Subsidiaries' Plan, each holder of a DIP
Financing  Claim  shall  receive  payment  in full in Cash,  in full  and  final
satisfaction  of such  Claim.  A holder of a Claim who has  asserted  such Claim
against more than one Debtor or against a Debtor and any of FNL, Midwest, or New
West,  or any of  their  subsidiaries,  arising  from  or  related  to the  same
obligation,  transaction,  occurrence,  claim,  or cause of action  (whether the
basis for the asserted liability or obligation arises from contract,  guarantee,
or  operation  of law) shall be treated as having a single Claim for purposes of
distribution under this Plan and the Subsidiaries' Plan.

              (b) Impairment and Voting.  Class 2 is unimpaired  under the Plan.
Each holder of a DIP  Financing  Claim is presumed to accept the Plan and is not
entitled to vote to accept or reject the Plan.

         SECTION 5.3.   CLASS 3 - OTHER SECURED CLAIMS.

              (a)  Distributions.  Except  to the  extent  that a  holder  of an
Allowed  Other  Secured  Claim shall have agreed in writing to a less  favorable
treatment,  at the sole option of the Debtors,  (i) each Allowed  Other  Secured
Claim shall be reinstated  and rendered  unimpaired  in accordance  with Section
1124(2) of the Bankruptcy  Code,  notwithstanding  any contractual  provision or
applicable  nonbankruptcy  law that  entitles  the  holder of an  Allowed  Other
Secured  Claim to demand or receive  payment of such Allowed Other Secured Claim
prior to the stated  maturity of such Allowed Other Secured Claim from and after
the occurrence of a default,  (ii) each holder of an Allowed Other Secured Claim
shall  receive  Cash in an amount  equal to such Allowed  Other  Secured  Claim,
including any interest on such Allowed  Other Secured Claim  required to be paid
pursuant to Section 506(b) of the Bankruptcy Code, on the later of the Effective
Date and the date such Allowed  Other  Secured  Claim  becomes an Allowed  Other
Secured  Claim,  or as soon after  allowance  as is  practicable,  or (iii) each
holder of an Allowed Other Secured Claim shall receive the  Collateral  securing
its Allowed  Other  Secured Claim and any interest on such Allowed Other Secured
Claim required to be paid pursuant to Section 506(b) of the Bankruptcy  Code, in
full and complete  satisfaction of such Allowed Other Secured Claim on the later
of the  Effective  Date and the date such Allowed Other Secured Claim becomes an
Allowed Other Secured Claim, or as soon after  allowance as is  practicable,  in
full and final  satisfaction of such Claim. A holder of a Claim who has asserted
such  Claim  against  more than one  Debtor or  against a Debtor and any of FNL,
Midwest, or New West, or any of their  subsidiaries,  arising from or related to
the same obligation, transaction, occurrence, claim, or cause of action (whether
the basis  for the  asserted  liability  or  obligation  arises  from  contract,
guarantee,  or  operation  of law) shall be treated as having a single Claim for
purposes of distribution under this Plan and the Subsidiaries' Plan.

                                       12

              (b) Impairment and Voting.  Class 3 is unimpaired  under the Plan.
The holders of Allowed Claims in Class 3 are presumed to accept the Plan and are
not entitled to vote to accept or reject the Plan.

         SECTION 5.4.  CLASS 4 - CONVENIENCE CLAIMS.

              (a)  Distributions.  Except  to the  extent  that a  holder  of an
Allowed  Claim in this Class  shall have  agreed in writing to a less  favorable
treatment,  each holder of an Allowed Convenience Claim in Class 4 shall receive
Cash in an amount equal to 75% of such Allowed Convenience Claim on the later of
(i) the  Effective  Date,  or (ii) 30 days  after the date on which  such  Claim
becomes  an  Allowed  Convenience  Claim,  or  as  soon  after  allowance  as is
practicable,  in full and final  satisfaction of such Claim. A holder of a Claim
who has asserted such Claim against more than one Debtor or against a Debtor and
any of FNL, Midwest, or New West, or any of their subsidiaries,  arising from or
related to the same  obligation,  transaction,  occurrence,  claim,  or cause of
action (whether the basis for the asserted  liability or obligation  arises from
contract,  guarantee,  or  operation of law) shall be treated as having a single
Claim for purposes of distribution under this Plan and the Subsidiaries' Plan.

              (b) Impairment and Voting. Class 4 is Impaired under the Plan. The
holders of Allowed  Convenience Claims in Class 4 are entitled to vote to accept
or reject the Plan.

              (c) Election to be Treated as a Convenience Claim. By checking the
appropriate  box on a timely  cast  Ballot,  the  holder of an  Allowed  General
Unsecured  Claim in an amount greater than $1,500 may elect to reduce the amount
of its Allowed  General  Unsecured Claim to $1,500 and to receive a distribution
upon such Allowed Class 4 Convenience Claim of 75% of such reduced amount, which
would be $1,125  (i.e.,  75% of $1,500).  Such an election  shall  constitute  a
waiver of the right to  collect,  and a release  of, the  amount of the  Allowed
General  Unsecured  Claim in excess of $1,500,  and the  holder of such  Allowed
Class 4  Convenience  Claim  shall be deemed to have  released  the  Reorganized
Debtor,  the  Debtors and their  Estates,  and their  property  from any and all
liability for the amount in excess of $1,500.  The holder of an Allowed  General
Unsecured Claim which timely elects to reduce the amount of its Allowed Claim to
$1,500 shall be deemed to be the holder of an Allowed Class 4 Convenience  Claim
for classification, voting, and all other purposes under the Plan.

         SECTION 5.5.   CLASS 5 - GENERAL UNSECURED CLAIMS.

              (a)  Distributions.  Except  to the  extent  that a  holder  of an
Allowed  Claim in this Class  shall have  agreed in writing to a less  favorable
treatment,  each  holder  of  an  Allowed  General  Unsecured  Claim  (excluding
Convenience Claims, Late Claims,  Subordinated  Claims, and Intercompany Claims)
in Class 5 under  this  Plan and  Class 5 under  the  Subsidiaries'  Plan  shall
receive its Pro Rata share of (i) Available Notes and (ii) Available  Shares, in
full and final  satisfaction  of such  Claim.  Each  holder of a Class 5 Allowed
General  Unsecured  Claim will receive its  distribution on the later of (i) the
Effective  Date,  or (ii) 30 days after the date on which such Claim  becomes an
Allowed General  Unsecured  Claim, or as soon after allowance as is practicable.

                                       13

If, after the Effective  Date, any further  Available  Shares or Available Notes
are available  from the release of New Common Stock or New Senior Notes from the
Disputed Claims Reserve,  then each holder of an Allowed General Unsecured Claim
(excluding   Convenience   Claims,   Late  Claims,   Subordinated   Claims,  and
Intercompany Claims) will receive on a Subsequent Distribution Date, if any, and
the Final Distribution Date,  Available Shares and Available Notes on account of
its Allowed  General  Unsecured  Claim in  accordance  with this Section 5.5 and
Sections  7.4 and 7.5 of the Plan.  A holder of a Claim  who has  asserted  such
Claim against more than one Debtor or against a Debtor and any of FNL,  Midwest,
or New West, or any of their  subsidiaries,  arising from or related to the same
obligation,  transaction,  occurrence,  claim,  or cause of action  (whether the
basis for the asserted liability or obligation arises from contract,  guarantee,
or  operation  of law) shall be treated as having a single Claim for purposes of
distribution under this Plan and the Subsidiaries' Plan.

              (b)  Impairment  and Voting.  Class 5 is Impaired  under the Plan.
Each holder of an Allowed General Unsecured Claim in Class 5 is entitled to vote
to accept or reject the Plan.

         SECTION 5.6.  CLASS 6 - LATE CLAIMS AND SUBORDINATED CLAIMS.

              (a) Distributions. Each holder of a Class 6 Claim shall receive no
distribution on account of its Class 6 Claim.

              (b)  Impairment  and Voting.  Class 6 is Impaired  under the Plan.
Because the holders of Class 6 Claims are receiving no  distributions,  they are
conclusively  presumed to have  rejected  the Plan in  accordance  with  Section
1126(g) of the Bankruptcy  Code and are not entitled to vote to accept or reject
the Plan.

         SECTION 5.7.  CLASS 7 - INTERCOMPANY CLAIMS.

              (a) Distributions. Each holder of a Class 7 Claim shall receive no
distribution on account of its Class 7 Claim.

              (b)  Impairment  and Voting.  Class 7 is Impaired  under the Plan.
Because the holders of Class 7 Claims are receiving no  distributions,  they are
conclusively  presumed to have  rejected  the Plan in  accordance  with  Section
1126(g) of the Bankruptcy  Code and are not entitled to vote to accept or reject
the Plan.

         SECTION 5.8.  CLASS 8 - EQUITY INTERESTS.

              (a)  Distributions.  The holders of Class 8 Equity Interests shall
receive no  distributions  whatsoever on account of such Equity  Interests.  All
Equity Interests in each of the Debtors shall be canceled on the Effective Date.

              (b)  Impairment  and Voting.  Class 8 is Impaired  under the Plan.
Because the holders of Equity Interests are receiving no distributions, they are

                                       14

conclusively  presumed to have  rejected  the Plan in  accordance  with  Section
1126(g) of the Bankruptcy  Code and are not entitled to vote to accept or reject
the Plan.

         SECTION 5.9. IMPAIRED AND UNIMPAIRED CLASSES. Classes 4, 5, 6, 7, and 8
are Impaired under the Plan. Classes 1, 2, and 3 are unimpaired under the Plan.

         SECTION 5.10.  CLASSES ENTITLED TO VOTE.  Each Impaired Class of Claims
or Equity  Interests  shall be entitled to vote  separately  to accept or reject
this  Plan;  provided  however,  that  Classes  6, 7, and 8 are  deemed  to have
rejected the Plan and thus are not entitled to vote on the Plan.  Any unimpaired
Classes of Claims or Equity Interests are deemed to have accepted the Plan under
the  provisions  of  Section  1126(f)  of the  Bankruptcy  Code and shall not be
entitled to vote to accept or reject this Plan.  Accordingly,  the Debtors  will
not solicit acceptances of the Plan from unimpaired Classes. Any Person electing
to reduce a Claim to  $1,500  on the  Ballot  and have the  Claim  treated  as a
Convenience Claim will vote only in Class 4 under this Plan.

         SECTION 5.11.  CLASS ACCEPTANCE  REQUIREMENTS.  A Class of Claims shall
have accepted this Plan if it is accepted by at least two-thirds (2/3) in amount
and more than  one-half  (1/2) in number of the  Claims of such  Class  that are
allowed to vote and have voted on this Plan.

         SECTION 5.12.  11 U.S.C. SECTION 1129.  Because Classes 6, 7, and 8 are
deemed to have  rejected  the Plan,  the  Debtors,  as  proponents  of the Plan,
request that the Bankruptcy Court confirm this Plan with respect to such Classes
in  accordance  with  Section  1129(b)  of the  Bankruptcy  Code,  the  cramdown
provision.  If any other  Impaired Class fails to accept this Plan in accordance
with  Section  1129(a) of the  Bankruptcy  Code,  this Plan shall  constitute  a
request by the Debtors that the  Bankruptcy  Court confirm this Plan pursuant to
Section 1129(b) of the Bankruptcy Code.

         SECTION 5.13. SEPARATE VOTING BY HOLDERS OF CLAIMS AGAINST EACH DEBTOR.
The  Estate of each  Debtor  shall be deemed to have the  Claims  classified  as
provided in Article  III.  Separate  ballots will be cast with respect to Claims
asserted against each Debtor.  Voting results shall be determined separately for
each Debtor.

ARTICLE VI.       IMPLEMENTATION OF THE PLAN

         SECTION  6.1.  SUBSTANTIVE CONSOLIDATION.  The Plan contemplates and is
predicated upon the entry by the Bankruptcy  Court of an order providing for the
substantive  consolidation  on the  Effective  Date  of the  three  Consolidated
Subsidiaries and their Estates with and into Vista Eyecare, Inc. and its Estate.
Pursuant  thereto,  the assets and liabilities of the Consolidated  Subsidiaries
shall be deemed merged with and all Claims against any of such entities shall be
deemed liabilities of Vista Eyecare,  Inc., as Reorganized Debtor, and satisfied
in accordance with this Plan. Pursuant to the substantive  consolidation  order,
on the Effective Date: (a) all assets and all liabilities of the Debtors will be
treated as though the Debtors were merged;  (b) any obligation of any Debtor and
all guarantees  thereof executed by one or more of the Debtors will be deemed to

                                       15

be one  obligation of the  consolidated  Debtors;  (c) any Claims filed or to be
filed in connection  with any such obligation and such guarantees will be deemed
one Claim against the  consolidated  Debtors;  (d) each and every Claim filed in
the  individual  case of any of the  Debtors  will be deemed  filed  against the
consolidated  Debtors  in  the  consolidated  case;  and  (e)  for  purposes  of
determining  the  availability  of the right of setoff under  Section 553 of the
Bankruptcy Code, the Debtors shall be treated as one entity so that,  subject to
the other  provisions of Section 553 of the Bankruptcy Code, debts due to any of
the Debtors may be set off against the debts of any of the Debtors.

         SECTION 6.2.  DIRECTORS AND OFFICERS OF THE REORGANIZED DEBTOR.

              (a)  Board of Directors.  As of the Effective  Date,  the board of
directors of the Reorganized  Debtor shall initially  consist of 5 members to be
selected by the Committee,  whose names shall be disclosed on or before the date
of the Confirmation  Hearing.  The board of directors of the Reorganized  Debtor
will select a chairman at its initial meeting.

              (b)  Officers of the  Reorganized  Debtor.  The  officers of Vista
Eyecare, Inc. immediately prior to the Effective Date shall serve as the initial
officers  of the  Reorganized  Debtor  on and  after the  Effective  Date.  Such
officers  may  continue  to  serve  in  accordance  with  such  terms  as may be
negotiated with the  Reorganized  Debtor and applicable  nonbankruptcy  law. The
employee  severance  program  that was approved by the  Bankruptcy  Court in its
Order  Authorizing  and Approving  Employee  Severance  Program,  entered in the
Chapter  11 Cases on April  18,  2000,  shall be  binding  upon the  Reorganized
Debtor,  as the  successor to the Debtors,  through and including one year after
the Effective Date.

         SECTION 6.3.  SECURITIES TO BE ISSUED PURSUANT TO THE PLAN.

              (a)  New Common Stock.  On the Effective Date, the issuance by the
Reorganized Debtor of 10,000,000 shares of New Common Stock is hereby authorized
without further act or action under applicable law, regulation,  rule, or order.
On the Effective Date, the  Reorganized  Debtor will actually issue 5,000,000 of
the  10,000,000  in  authorized  shares of New Common  Stock.  Each share of New
Common  Stock will  entitle its holder to one vote,  with no  cumulative  voting
rights.  Holders  of New  Common  Stock  will  have  the  right  to  participate
proportionately  in any dividends  distributed by the Reorganized  Debtor.  Each
holder of at least five percent  (5%) of New Common Stock will not offer,  sell,
contract to sell,  or otherwise  dispose of any shares of New Common Stock for a
period of three years from the Effective Date without the prior written  consent
of Vista, as Reorganized Debtor.

              (b)  New Senior Notes.  The New Senior Notes will be issued by the
Reorganized Debtor pursuant to the New Notes Indenture,  which will be qualified
under the Trust Indenture Act of 1939, as amended.  An indenture trustee will be
selected prior to the Confirmation Hearing. A summary of the principal terms and
conditions  of the New Senior Notes,  which is subject to amendment  pursuant to
agreement  among the Debtors and the  Committee,  is attached  hereto as Exhibit
"A."

                                       16

         SECTION  6.4.  REORGANIZED  DEBTOR'S  INCENTIVE  PLAN.  On or after the
Effective  Date, the board of directors of the  Reorganized  Debtor may adopt an
incentive  plan which may include  options to acquire shares of New Common Stock
to be granted to its officers and directors.

         SECTION 6.5.  CANCELLATION  AND  SURRENDER OF EXISTING  SECURITIES  AND
AGREEMENTS.  On the Effective Date, the Senior Notes and Equity Interests in any
of the Debtors shall be deemed canceled, terminated, and of no further force and
effect  without  any further  action on the part of the  Bankruptcy  Court,  the
Debtors, or any other Person. The holders of instruments,  securities, and other
documentation  evidencing  such  canceled  Senior  Notes and  Equity  Interests,
including the Senior Note Indenture  (except as provided in Section 7.1),  shall
have no rights  arising from or relating to such  instruments,  securities,  and
other  documentation  or the  cancellation  thereof,  except the rights provided
pursuant  to the Plan.  All  obligations  of the  Debtors  under the Senior Note
Indenture  shall  terminate as of the Effective Date except as to any obligation
to pay expenses of the Indenture  Trustee for  distributions  as contemplated by
Sections 7.1 and 7.8 of the Plan.

         SECTION 6.6.  APPLICABILITY OF SECTION 1125 OF THE BANKRUPTCY CODE. The
protection  afforded by Section  1125(e) of the Bankruptcy  Code with respect to
the solicitation of acceptances or rejections of the Plan and with regard to the
offer,  issuance,  sale,  or purchase of the New Common Stock and the New Senior
Notes,  shall  apply to the full extent  provided  by law,  and the entry of the
Confirmation  Order shall constitute the Bankruptcy  Court's  determination that
the  Debtors,  the  Reorganized  Debtor,  and the  Committee,  and each of their
respective officers, directors, partners, employees, members, agents, attorneys,
accountants,  or other  professionals,  shall  have  acted in good  faith and in
compliance  with the applicable  provisions of the  Bankruptcy  Code pursuant to
Section 1125(e) thereof.

         SECTION 6.7.  BANKRUPTCY CODE SECTION 1145  EXEMPTION.  Pursuant to, in
accordance  with,  and solely to the extent  provided  under Section 1145 of the
Bankruptcy  Code,  the  issuance of New Senior Notes and New Common Stock to the
Debtors'  Creditors under the Plan is exempt from the registration  requirements
of Section 5 of the Securities  Act of 1933, as amended,  and any state or local
law requiring  registration  for offer or sale of a security or  registration or
licensing  of an  issuer  of,  underwriter  of,  or broker or dealer in such New
Senior Notes and New Common  Stock and is deemed to be a public  offering of New
Senior Notes and New Common Stock.

ARTICLE VII.      PROVISIONS GOVERNING DISTRIBUTIONS

         SECTION  7.1.  DELIVERY OF  DISTRIBUTIONS.  Except as may  otherwise be
specifically  provided,  distributions  made under the Plan shall be in exchange
for and in complete  satisfaction,  discharge,  and release of all Claims of any
nature whatsoever against the Reorganized Debtor and the Debtors or any of their
respective Estates, assets, or properties. Distributions under the Plan shall be
deemed made by the Reorganized Debtor or its designees to the holders of Allowed
Claims when deposited in the United States mail, first class postage prepaid and
directed to the Creditor at the address  denominated in the proof of claim filed

                                       17

with the Bankruptcy Court, or if the Creditor has not filed a proof of claim, to
the Creditor at the address listed in the Debtors'  Schedules,  or to such other
address as the Creditor  shall provide in writing to the  Reorganized  Debtor in
accordance with the notice provisions  detailed in this Plan;  provided however,
that all  distributions  to the holders of Allowed  Senior Note Claims  shall be
made in accordance with the Senior Note Indenture.  The Reorganized Debtor shall
cause  distributions  of New  Senior  Notes  and  New  Common  Stock  to be made
initially  to  the  New  Notes   Indenture   Trustee  and  the  Transfer  Agent,
respectively, who shall make the distributions to the holders of Allowed General
Unsecured  Claims or, in the case of holders of Allowed  Senior Note Claims,  to
the Indenture Trustee for further  distribution to individual holders of Allowed
Senior Note Claims in accordance with the Senior Note Indenture. Notwithstanding
any  provisions  in the Plan to the  contrary,  the Senior Note  Indenture  will
continue in effect to the extent  necessary  to allow the  Indenture  Trustee to
receive and make distributions pursuant to the Plan on account of Allowed Senior
Note Claims.

         SECTION 7.2. EFFECTIVE DATE DISTRIBUTION.  On the Effective Date, or as
soon  thereafter as practicable,  the then Available Notes and Available  Shares
shall be  distributed  on a Pro Rata basis to the  holders  of  Allowed  General
Unsecured  Claims in Class 5. A Disputed  Claims Reserve will be established for
those Claims in Class 5 that are not yet  resolved and Allowed on the  Effective
Date.

         SECTION  7.3.  DISPUTED  CLAIMS  RESERVE.  On the  date  on  which  the
Reorganized  Debtor  makes or  causes  to be made the  initial  distribution  to
holders of Allowed General  Unsecured Claims pursuant to Sections 7.1 and 7.2 of
the Plan, the Reorganized Debtor shall deposit or cause to be deposited with the
New Notes Indenture Trustee an aggregate number of New Senior Notes and with the
Transfer Agent an aggregate  number of shares of New Common Stock  sufficient to
distribute to each holder of a Disputed  General  Unsecured Claim (i) the number
of New Senior  Notes and shares of New Common  Stock that such holder would have
been  entitled  to  receive  under the Plan if such  Claim  had been an  Allowed
General Unsecured Claim on the date of such initial  distribution,  or (ii) such
amount as the  Bankruptcy  Court  may  otherwise  order  (the  "Disputed  Claims
Reserve").  New Senior Notes and shares of New Common Stock shall be withheld by
the New Notes  Indenture  Trustee  and the  Transfer  Agent,  respectively,  and
reserved for  distribution to holders of Disputed Claims until such time as such
notes and/or shares are  distributed  to holders of Allowed  Claims.  Until such
distribution,  shares of New  Common  Stock  held for the  benefit of holders of
Disputed General  Unsecured Claims shall be treated as treasury stock for voting
purposes.  The  holder of a Disputed  General  Unsecured  Claim that  becomes an
Allowed Claim  subsequent to the Effective Date shall receive a distribution  of
New Senior Notes and New Common Stock from the Disputed  Claims  Reserve as soon
thereafter as is  practicable.  Such  distributions  shall be made in accordance
with the Plan  based on the  distributions  that  would  have  been made to such
holder  under  the Plan if the  Disputed  General  Unsecured  Claim  had been an
Allowed Claim on or prior to the Effective  Date. If at any time or from time to
time after the Effective Date,  there shall be New Senior Notes and/or shares of
New Common  Stock in the Disputed  Claims  Reserve in an amount in excess of the
amount  which the  Reorganized  Debtor is  required  at such time to  reserve on
account of Disputed  General  Unsecured Claims under the Plan or pursuant to any

                                       18

Order of the Bankruptcy Court, such excess shares of New Common Stock and excess
New Senior Notes shall become  available for distribution in accordance with the
Plan.

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

         SECTION  7.5.  DISTRIBUTIONS  ON THE FINAL  DISTRIBUTION  DATE.  Unless
otherwise  provided in this Plan, to the extent there are  Available  Shares and
Available  Notes  subsequent to the Effective Date as a result of the release of
shares of New Common Stock and New Senior Notes from the Disputed Claims Reserve
in  accordance  with  Section  7.3  of the  Plan  or the  return  of  unclaimed,
undeliverable  or  time-barred  distributions  to  holders  of  Allowed  General
Unsecured  Claims pursuant to Section 7.16 of the Plan, the  Reorganized  Debtor
shall cause the Transfer Agent and the New Notes Indenture Trustee to distribute
on the Final  Distribution Date all such Available Shares and Available Notes to
the holders of General  Unsecured  Claims entitled  thereto that were Allowed on
the Effective Date, or  subsequently  have become Allowed on or before the Final
Distribution  Date, in amounts  necessary to cause such holders to have received
aggregate  distributions  of shares of New Common  Stock and New Senior Notes in
respect of such  Allowed  Claims  equal to the  distributions  that such holders
would have received in respect of such Allowed General  Unsecured  Claims on the
Effective  Date if (i)  such  Available  Shares  and  Available  Notes  had been
available for  distribution  on the Effective  Date,  (ii) such Allowed  General
Unsecured  Claims had been Allowed on the Effective Date in the amounts in which
they are Allowed on the Final  Distribution  Date,  and (iii) Claims or portions
thereof that have become  disallowed  subsequent to the Effective Date and on or
before the Final Distribution Date had been disallowed on the Effective Date.

                                       19

         SECTION 7.6. FRACTIONAL NOTES AND FRACTIONAL SHARES.

              (a) Fractional Notes.  Notwithstanding  any other provision in the
Plan to the contrary,  no fractional  denominations of New Senior Notes shall be
issued pursuant to the Plan.  Whenever the issuance of any New Senior Note would
otherwise call for the issuance in an amount for a fraction of a New Senior Note
(issued in $1,000  denominations),  the actual  issuance of such New Senior Note
shall  reflect a rounding of such  fraction to the nearest whole New Senior Note
denomination (up or down), with half denominations being rounded down. If two or
more holders are  entitled to equal  fractional  entitlements  and the number of
holders so entitled exceeds the number of whole notes, as the case may be, which
remain to be  allocated,  the  Reorganized  Debtor shall  allocate the remaining
whole notes to such holders by random lot or such other impartial  method as the
Reorganized Debtor deems fair, in the Reorganized Debtor's sole discretion. Upon
the  allocation  of all of the  whole  notes  authorized  under  the  Plan,  all
remaining fractional portions of the entitlements shall be canceled and shall be
of no further force and effect.

              (b) Fractional Shares.  Notwithstanding any other provision in the
Plan to the contrary,  no fractional  shares of New Common Stock shall be issued
pursuant  to the Plan.  Whenever  any  payment of a  fraction  of a share of New
Common Stock would otherwise be required under the Plan, the actual distribution
made shall reflect a rounding of such fraction to the nearest whole share (up or
down),  with half shares or less being rounded down and fractions in excess of a
half of a share being  rounded up. If two or more  holders are entitled to equal
fractional entitlements and the number of holders so entitled exceeds the number
of  whole  shares,  as the  case  may be,  which  remain  to be  allocated,  the
Reorganized  Debtor shall allocate the remaining whole shares to such holders by
random lot or such other impartial method as the Reorganized  Debtor deems fair,
in the Reorganized  Debtor's sole discretion.  Upon the allocation of all of the
whole shares authorized under the Plan, all remaining fractional portions of the
entitlements shall be canceled and shall be of no further force and effect.

         SECTION 7.7. RECORD DATE FOR DISTRIBUTION.  On the close of business on
the  Confirmation  Date,  the Debtors'  records for transfer of the Senior Notes
shall close and the Debtors,  the Reorganized  Debtor, and the Indenture Trustee
shall not be  obligated  to  recognize  of record any  transfers of Senior Notes
occurring  after  that  date.  The  Debtors,  the  Reorganized  Debtor,  and the
Indenture  Trustee  shall be entitled to recognize  and deal for purposes of the
Plan with only  those  record  holders  of the  Senior  Notes as of the close of
business on the Confirmation Date.

         SECTION  7.8.   INDENTURE   TRUSTEE'S   FEES  AND  EXPENSES   REGARDING
DISTRIBUTIONS.   The  fees  and  expenses  of  the  Indenture  Trustee  and  its
professionals  under  the  Indenture  will  be paid by the  Debtors  and/or  the
Reorganized  Debtor  on the  Effective  Date in a  manner  consistent  with  the
provisions of the Senior Note Indenture;  provided  however,  that if there is a
dispute  between the Debtors or  Reorganized  Debtor and the  Indenture  Trustee
about any such fees or expenses,  the dispute will be resolved by the Bankruptcy
Court.  Upon payment of the fees and expenses of the  Indenture  Trustee and its
professionals  in full,  the  Indenture  Trustee and its  professionals  will be
deemed to have released their liens under Section 7.07 of the Indenture securing

                                       20

payment of their fees and expenses for all fees and expenses payable through the
Effective Date.

         SECTION 7.9. ALLOCATION OF CONSIDERATION.  The aggregate  consideration
to be  distributed to the holders of Allowed Claims in each Class under the Plan
shall be treated as first  satisfying  an amount  equal to the stated  principal
amount of the Allowed Claim for such holders and any remaining  consideration as
satisfying accrued, but unpaid,  interest and costs, if any, and attorneys' fees
where applicable.

         SECTION   7.10.   CONDITION   PRECEDENT  TO   RECEIVING   DISTRIBUTION.
Notwithstanding  any other  provision of the Plan,  as a condition  precedent to
receiving any  distribution  under the Plan,  each holder of a promissory  note,
share  certificate,  or other  instrument or security  evidencing a Claim (other
than the Senior Notes) must tender such promissory  note or other  instrument or
security to the  Reorganized  Debtor or its designee or must execute and deliver
an affidavit  of loss and furnish an  indemnity or bond in substance  and amount
reasonably  satisfactory to the Reorganized Debtor. Any holder of a Claim (other
than a Claim  arising  from the  Senior  Notes)  that  fails to  surrender  such
instrument or to provide the affidavit and indemnity or bond before the later to
occur of (i) six months after the Effective  Date and (ii) six months  following
the date such  holder's  Claim  becomes an Allowed Claim shall be deemed to have
forfeited  all rights and/or  Claims and may not receive or  participate  in any
distribution under the Plan.

         SECTION  7.11.  NO  DISTRIBUTION   PENDING  RESOLUTION  OF  OBJECTIONS.
Notwithstanding any other provision of this Plan, no distributions shall be made
with respect to a Disputed Claim (or any Disputed portion of a Claim) unless and
until all objections to such Disputed Claim have been determined by Final Order.
Distributions  to  each  holder  of a  Disputed  Claim  to the  extent  that  it
ultimately  becomes  an  Allowed  Claim  shall  be made in  accordance  with the
applicable provisions of the Plan with respect to such Claim. Such distributions
shall be made as soon as  practicable  after the date that the order or judgment
allowing such Claim (or portion thereof) becomes a Final Order.

         SECTION 7.12.  EFFECT OF SECTION 502(D) ON THE RIGHT TO  DISTRIBUTIONS.
No Creditor  shall receive a  distribution  prohibited by Section  502(d) of the
Bankruptcy  Code.  The  Debtors or the  Reorganized  Debtor  shall  notify  each
affected   Creditor  of  its  contention  that  Section  502(d)  prohibits  such
distribution  prior to the date of the scheduled  distribution to such Creditor,
and no  distribution  shall be made to such Creditor until either the contention
is resolved in favor of the  Creditor by Final Order or the  Creditor has timely
repaid the amount or turned over the  property as required by Section  502(d) of
the  Bankruptcy  Code.  A Claim  that is the  subject of a dispute  pursuant  to
Section 502(d) of the  Bankruptcy  Code shall be treated as a Disputed Claim for
purposes of the Plan.

         SECTION 7.13. TREATMENT OF CONTINGENT,  UNLIQUIDATED,  AND UNDETERMINED
CLAIMS. Until such time as a Contingent Claim or a Contingent portion of a Claim
becomes fixed and absolute,  such Claim shall be treated as a Disputed Claim for
all purposes related to estimations,  allocations,  and distributions under this
Plan; provided,  however, that distributional entitlements shall arise only from

                                       21

the date on which a Contingent  Claim becomes  fixed and absolute.  Persons that
have filed Claims against the Debtors in an undetermined  or unspecified  amount
or which are  unliquidated  shall not receive any  distribution  on their Claims
unless and until such time as the Claims are liquidated and Allowed.

         SECTION 7.14. PRECONFIRMATION DISTRIBUTIONS. Nothing in this Plan shall
be deemed to entitle the holder of a Claim that received, prior to the Effective
Date,  full or partial  payment of such holder's  Claim, by way of settlement or
otherwise,  pursuant  to an  order of the  Bankruptcy  Court,  provision  of the
Bankruptcy  Code, or other means,  to receive a duplicate  payment in full or in
part  pursuant  to this  Plan;  and all such full or partial  payments  shall be
deemed to be  payments  made  under this Plan for  purposes  of  satisfying  the
obligations of the Debtors and the Reorganized Debtor hereunder.

         SECTION  7.15.  UNDELIVERABLE  DISTRIBUTIONS.  If  any  Claim  holder's
distribution is returned as undeliverable,  or is not sent because no address is
available,  and effort  commensurate with the size of the distribution  fails to
produce a good address,  no further  distributions  to such holder shall be made
unless and until the Reorganized  Debtor (or a disbursing  agent, if applicable)
is  notified of such  holder's  then-current  address,  at which time all missed
distributions shall be made to such holder, without interest.

         SECTION 7.16. UNCLAIMED  DISTRIBUTIONS.  Any distribution of Cash under
the  Plan  which is  unclaimed  for a  period  of six  months  after  the  Final
Distribution Date shall revert to the Reorganized  Debtor,  and the claim of any
holder  with  respect to such  property,  or the  claims of any state  under its
escheat,  unclaimed  property,  or similar  laws with  respect to such  property
(which  state  shall NOT be deemed a holder of a Claim  under  such laws for the
purposes of this Plan),  shall be discharged and forever  barred.  Distributions
under the Plan  consisting  of New  Senior  Notes or New  Common  Stock that are
unclaimed for a period of six months after the Final  Distribution Date shall be
canceled  and any  dividend or interest  which has accrued  with respect to such
securities shall be transferred to the Reorganized Debtor and entitlement by the
holder of a Claim to such distribution shall be extinguished and forever barred.

ARTICLE VIII.     PROVISIONS GOVERNING OBJECTIONS TO AND RESOLUTION OF CLAIMS

         SECTION 8.1.  OBJECTIONS TO AND  RESOLUTION OF CLAIMS.  The Debtors and
the  Reorganized  Debtor  shall  have  the  exclusive  right  to make  and  file
objections to Claims  subsequent to the Effective  Date. All objections that are
not settled shall be litigated to a Final Order. Unless otherwise ordered by the
Bankruptcy  Court,  the  Debtors  and the  Reorganized  Debtor  shall  file  all
objections to Claims (other than Administrative  Claims) that are the subject of
proofs of claim and serve such  objections  upon the  holders of the Claim as to
which the  objection  is made as soon as is  practicable,  but in no event later
than 90 days after the  Effective  Date or such later date as may be approved by
the  Bankruptcy  Court.  Except as  otherwise  provided  in the  Plan,  a Person
asserting an Administrative Claim in these Chapter 11 Cases must comply with the
requisites of Section 503 of the Bankruptcy Code, including filing a request for
payment  thereof  with the  Bankruptcy  Court on or prior to the  Administrative

                                       22

Claim Bar Date. The Bankruptcy  Court will schedule a hearing on  Administrative
Claims filed in the Chapter 11 Cases, and the Debtors,  the Reorganized  Debtor,
and the Committee shall have an opportunity to assert objections thereto at such
hearing.

         SECTION 8.2. AMENDMENTS TO SCHEDULES AND CLAIM OBJECTIONS.  The Debtors
and the  Reorganized  Debtor  reserve  the right to object to any and all Claims
filed in these Chapter 11 Cases and to amend their  Schedules to dispute Claims,
if and as deemed appropriate, for purposes of allowance and distribution and for
purposes of voting on the Plan. If an objection to a Claim (or portion  thereof)
is filed by the Debtors, the Reorganized Debtor, or any other party in interest,
or if the Claim (or portion thereof) is Contingent, unliquidated, or filed in an
undetermined or unspecified  amount,  then no distributions under the Plan shall
be made to that holder of a Claim (or in respect of such Disputed  portion),  as
the case may be, until the matter is determined by the entry of a Final Order.

         SECTION 8.3.  DISALLOWANCE OF POSTPETITION INTEREST,  PENALTIES,  FEES,
AND OTHER ACCRUALS. The Debtors and the Reorganized Debtor shall not be required
to make  specific  objections  to proofs of claim that allege a right to recover
postpetition  interest,  penalties,  fees,  and other  accruals  with respect to
prepetition Claims (except proofs of Secured Claims alleging entitlement to such
accruals  pursuant  to Section  506(b) of the  Bankruptcy  Code),  and any claim
amounts attributable to such postpetition interest,  penalties,  fees, and other
accruals  shall be  disallowed  in full upon  entry of the  Confirmation  Order;
provided,  however,  that the disallowance provided for herein may be subject to
reconsideration  with respect to a  particular  Claim upon motion filed with the
Bankruptcy Court and served upon the Debtors and the Reorganized Debtor.

         SECTION 8.4. ADMINISTRATIVE, PRIORITY, AND CONVENIENCE CLAIMS RESERVE.

              (a)  Establishment of  Administrative,  Priority,  and Convenience
Claims Reserve.  On the Effective Date, the Reorganized  Debtor shall place into
reserve  an amount of Cash equal to (i) the sum of the  aggregate  amount of all
Disputed  Administrative  Claims,  Disputed Priority Tax Claims,  Disputed Other
Priority  Claims,  and Disputed  Convenience  Claims,  plus (ii) an amount to be
determined   by  the   Bankruptcy   Court  to  be  reserved   for  any  Disputed
Administrative Claims, Disputed Priority Tax Claims, and Disputed Other Priority
Claims  that  are  Contingent,  unliquidated,  or filed  in an  undetermined  or
unspecified  amount  (the  "Administrative,  Priority,  and  Convenience  Claims
Reserve").

              (b) Cash Held in Administrative,  Priority, and Convenience Claims
Reserve.  Cash held in the  Administrative,  Priority,  and  Convenience  Claims
Reserve shall be deposited in a segregated  bank account or accounts in the name
of the  Reorganized  Debtor and  designated  as held in trust for the benefit of
holders of Allowed  Administrative  Claims, Allowed Priority Tax Claims, Allowed
Other Priority Claims, and Allowed Convenience Claims. Cash held in such reserve
shall not constitute  property of the Reorganized Debtor. The Reorganized Debtor
shall  invest the Cash held in the  Administrative,  Priority,  and  Convenience
Claims Reserve in a manner  consistent with Section 345 of the Bankruptcy  Code.
The Reorganized  Debtor shall pay, or cause to be paid, out of the funds held in
such reserve,  any tax imposed thereon by any governmental  unit with respect to

                                       23

income  generated  by  Cash  held  in  this  reserve.   Any  Cash  held  in  the
Administrative,   Priority,   and   Convenience   Claims   Reserve   after   all
Administrative, Priority, and Convenience Claims have been Allowed or disallowed
shall be transferred to and become the property of the Reorganized Debtor.

         SECTION  8.5.  ALLOWANCE  OF  DISPUTED  ADMINISTRATIVE,  PRIORITY,  AND
CONVENIENCE   CLAIMS.   If,  on  or  after  the  Effective  Date,  any  Disputed
Administrative,  Priority,  or Convenience  Claim becomes an Allowed Claim,  the
Reorganized  Debtor shall, 30 days after the date on which such Claim becomes an
Allowed Claim,  or as soon  thereafter as is  practicable,  distribute  from the
Administrative,  Priority,  and Convenience Claims Reserve to the holder of such
Allowed Claim Cash equal to the amount that such holder would have been entitled
to had such Claim been Allowed on the Effective Date.

         SECTION 8.6. ESTIMATION. The Debtors and the Reorganized Debtor may, at
any  time,  request  that the  Bankruptcy  Court  estimate  any  Disputed  Claim
(including  any Contingent  Claim)  pursuant to Section 502(c) of the Bankruptcy
Code  regardless  of whether the Debtors or the  Reorganized  Debtor  previously
objected  to such  Claim.  The  Bankruptcy  Court will  retain  jurisdiction  to
estimate  any Claim at any time,  including  during  litigation  concerning  any
objection to such Claim.  In the event that the Bankruptcy  Court  estimates any
Disputed Claim,  that estimated amount may constitute  either the Allowed amount
of such Claim, the amount on which a reserve is to be calculated for purposes of
the Disputed  Claims Reserve or the  Administrative,  Priority,  and Convenience
Claims  Reserve,  or a maximum  limitation  on such Claim,  as determined by the
Bankruptcy  Court. If the estimated amount  constitutes a maximum  limitation on
such  Claim,  the  Debtors  or the  Reorganized  Debtor  may elect to pursue any
supplemental proceedings to object to any ultimate payment of such Claim. All of
the aforementioned  Claims objection,  estimation and resolution  procedures are
cumulative and not necessarily exclusive of one another.

ARTICLE IX.       TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

         SECTION 9.1.  ASSUMPTION  AND  REJECTION OF CONTRACTS  AND LEASES.  All
executory  contracts and unexpired  leases (within the meaning of Section 365 of
the Bankruptcy  Code) (i) which are not expressly the subject of a motion to the
Bankruptcy  Court  for an order of  assumption  or for an  order  for  rejection
pending as of the Effective  Date,  (ii) which have not been assumed or rejected
prior  thereto by the Debtors  pursuant to an order of the  Bankruptcy  Court or
operation of the Bankruptcy  Code,  (iii) which are not listed on the Assumption
Schedule  attached  hereto as Exhibit B (as it may be amended  from time to time
prior to the Confirmation  Hearing,  upon notice to affected  parties),  or (iv)
which are not listed in Section 9.4 of the Plan as being assumed under the Plan,
shall be deemed to be REJECTED AS OF THE  EFFECTIVE  DATE,  in  accordance  with
Section 365 of the Bankruptcy Code. The executory contracts and unexpired leases
listed on  Exhibit B attached  hereto  (as it may be  amended  from time to time
prior to the  Confirmation  Hearing  upon notice to affected  parties)  shall be
deemed to be ASSUMED AS OF THE EFFECTIVE DATE, in accordance with Section 365 of
the Bankruptcy Code. The Debtors have listed on Exhibit B the nondebtor party to
the contract or lease,  the type of contract or lease,  and the amount necessary

                                       24

(if any) based upon the Debtors' records to cure all defaults under the contract
or lease to be assumed.  Entry of the  Confirmation  Order shall  constitute the
approval,  in accordance  with Sections  365(a) and 1123(b)(2) of the Bankruptcy
Code, of the Debtors'  rejection and  assumption of the executory  contracts and
unexpired leases deemed rejected and assumed pursuant to this section.

         SECTION  9.2.  REJECTION  CLAIMS AND BAR DATE.  All Claims for  damages
arising from executory  contracts or unexpired  leases that are deemed  rejected
pursuant to Section 9.1 of this Plan must be filed with the Bankruptcy  Court by
no later  than  thirty  (30) days after  entry of the  Confirmation  Order.  Any
rejection  Claims not filed within such time period will be forever  barred from
being asserted against the Debtors,  their Estates,  and the Reorganized Debtor.
All  Allowed  Claims  arising  from the  rejection  of  executory  contracts  or
unexpired leases shall be treated as Class 5 Claims.

         SECTION 9.3. CURE OF DEFAULTS  UNDER ASSUMED  CONTRACTS AND LEASES.  In
accordance  with  Section 365 of the  Bankruptcy  Code,  and except as otherwise
agreed by the parties,  the Reorganized  Debtor will cure any and all undisputed
defaults  under any  executory  contracts or  unexpired  leases that are assumed
pursuant to the Plan within 60 days of the Effective Date. All disputed defaults
that are required to be cured shall be cured either  within 30 days of the entry
of a Final  Order  determining  the  amount,  if  any,  of the  Debtors'  or the
Reorganized  Debtor's  liability  with respect  thereto,  or as may otherwise be
agreed to by the parties.

         SECTION 9.4.  VARIOUS  EMPLOYMENT  AGREEMENTS  AND BENEFIT  PLANS.  All
employee  compensation  and  benefit  plans,  policies,  and  programs  of Vista
applicable generally to its employees, including agreements and programs subject
to Section 1114 of the  Bankruptcy  Code,  as in effect on the  Effective  Date,
including,  without limitation, all savings plans, retirement plans, health care
plans,  disability plans,  severance  benefit plans,  incentive plans, and life,
accidental death, and dismemberment  insurance plans, shall be deemed to be, and
shall be treated as though they are, executory  contracts that are ASSUMED under
the Plan,  and Vista's  obligations  under such  agreements  and programs  shall
survive the Effective  Date of the Plan,  without  prejudice to the  Reorganized
Debtor's  rights  under  applicable  non-bankruptcy  law to  modify,  amend,  or
terminate the foregoing  arrangements,  except for such  executory  contracts or
plans as have  previously  been  terminated,  or  rejected,  pursuant to a Final
Order, or specifically waived by the beneficiaries of such plans,  contracts, or
programs.  The employee  severance  program that was approved by the  Bankruptcy
Court in its Order Authorizing and Approving Employee Severance Program, entered
in the Chapter 11 Cases on April 18, 2000,  shall be binding upon Vista,  as the
Reorganized  Debtor, as the successor to the Debtors,  through and including one
year after the Effective Date. Unless otherwise  modified to the satisfaction of
the Committee  prior to the  Confirmation  Hearing,  the  prepetition  change in
control  agreements  for  executive  officers  of Vista (the  "Change in Control
Agreements")  shall be deemed  rejected in  accordance  with  Section 365 of the
Bankruptcy  Code. Any Claim  resulting from the rejection of a Change in Control
Agreement  shall be treated as a General  Unsecured  Claim in Class 5 under this
Plan.

                                       25

         SECTION 9.5.  INSURANCE  POLICIES.  All of the Debtors'  rights arising
under any  insurance  policies and any  agreements,  documents,  or  instruments
relating  thereto shall be deemed  transferred to the Reorganized  Debtor on the
Effective Date.

ARTICLE X.        CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE

         SECTION 10.1.  CONDITIONS PRECEDENT TO PLAN CONFIRMATION.  Confirmation
of the Plan shall not occur  unless and until each of the  following  conditions
shall have been  satisfied in full or waived in accordance  with Section 10.3 of
this Plan:

              (a) The Bankruptcy Court shall have entered the Confirmation Order
in a form and substance satisfactory to the Debtors and the Committee;

              (b) The  Bankruptcy  Court shall have entered an order  confirming
the Subsidiaries' Plan; and

              (c) Vista,  FNL,  Midwest,  and New West shall have  completed the
disposition of their vision centers in  free-standing  locations,  such as malls
and strip  centers,  and shall have either (i) assumed and  assigned  the leases
related to these  free-standing  locations to a purchaser or  purchasers or (ii)
rejected such leases, in accordance with Section 365 of the Bankruptcy Code.

         SECTION 10.2.  CONDITIONS  PRECEDENT TO EFFECTIVE DATE OF THE PLAN. The
Effective  Date of the  Plan  shall  not  occur  unless  and  until  each of the
following  conditions  shall have been satisfied in full or waived in accordance
with Section 10.3 of this Plan:

              (a) The Confirmation  Order, in a form and substance  satisfactory
to the Debtors and the Committee, shall have become a Final Order;

              (b) The order confirming the Subsidiaries'  Plan shall have become
a Final Order;

              (c) The  Reorganized  Debtor  shall  have  entered  into a  senior
secured credit  facility in an amount and upon terms and conditions to be agreed
to among the Debtors and the Committee; and

              (d) The  Confirmation  Order or other Final  Order  entered by the
Bankruptcy  Court  shall have  approved  the  substantive  consolidation  of the
Debtors as described in Section 6.1 of the Plan.

         SECTION 10.3. WAIVER OF CONDITIONS. The Debtors may waive any or all of
the conditions  precedent set forth in Sections 10.1 and 10.2 above at any time,
with the consent of the  Committee,  without leave of or order of the Bankruptcy
Court and without any formal action.

                                       26

ARTICLE XI.       EFFECTS OF PLAN CONFIRMATION

         SECTION 11.1.  DISCHARGE.  Except as otherwise provided in this Plan or
the Confirmation  Order, upon entry of the Confirmation Order, the Debtors shall
be discharged  from, and their  liability  shall be  extinguished  completely in
respect of, any Claim and/or Debt (with the exception of  Intercompany  Claims),
whether reduced to judgment or not,  liquidated or  unliquidated,  contingent or
noncontingent,  asserted  or  unasserted,  fixed or not,  matured or  unmatured,
disputed or  undisputed,  legal or  equitable,  known or unknown,  that arose in
connection  with or related to,  directly or  indirectly:  any  agreement of the
Debtors  entered  into  or  obligation  of  the  Debtors   incurred  before  the
Confirmation Date, any acts,  omissions,  transactions,  transfers,  happenings,
facts, or situations which occurred on or before the Confirmation  Date, whether
or  not  known  or  suspected,  or  any  conduct  of the  Debtors  prior  to the
Confirmation Date, and including,  without limitation,  all interest, if any, on
any such Claims and Debts,  whether such  interest  accrued  before or after the
date of commencement of the Chapter 11 Cases, and including, without limitation,
all  Claims  and  Debts  based  upon  or  arising  out of any  acts,  omissions,
transactions,  transfers, happenings, facts, or situations which occurred before
the  Confirmation  Date,  whether  or not known or  suspected,  or  related  to,
directly or indirectly, and from any liability of the kind specified in Sections
502(g), 502(h), and 502(i) of the Bankruptcy Code, whether or not (i) a proof of
claim is filed or is deemed filed under Section 501 of the Bankruptcy Code, (ii)
such Claim is Allowed  under  Section 502 of the  Bankruptcy  Code, or (iii) the
holder of such Claim has accepted this Plan.

         SECTION 11.2. VESTING. Except as otherwise provided in this Plan or the
Confirmation  Order,  on the Effective  Date,  the  Reorganized  Debtor shall be
vested  with  all of the  property  of the  respective  Estates  of  each of the
Debtors,  free and clear of all Claims, Liens,  encumbrances,  charges and other
interests  of Creditors  and holders of Equity  Interests,  and the  Reorganized
Debtor shall  thereafter  hold,  use,  dispose of, or  otherwise  deal with such
property  and  operate  its  business  free of any  restrictions  imposed by the
Bankruptcy Code or by the Bankruptcy Court.

         SECTION 11.3. INJUNCTION. Except as otherwise expressly provided in the
Plan, the Confirmation  Order, or a separate order of the Bankruptcy  Court, all
entities who have held,  hold, or may hold Claims against or Equity Interests in
the Debtors, or any of them, which arose before or were held as of the Effective
Date,  are  permanently  enjoined,  on and after the  Effective  Date,  from (a)
commencing  or  continuing  in any manner any action or other  proceeding of any
kind against the Debtors, with respect to any such Claim or Equity Interest, (b)
the enforcement,  attachment,  collection, or recovery by any manner or means of
any judgment, award, decree, or order against the Debtors on account of any such
Claim or Equity Interest, (c) creating, perfecting, or enforcing any encumbrance
of any kind against the Debtors or against the property or interests in property
of the  Debtors  on  account  of any such  Claim  or  Equity  Interest,  and (d)
asserting  any right of setoff,  subrogation,  or recoupment of any kind against
any  obligation  due from the Debtors or against the  property or  interests  in
property  of the Debtors on account of any such Claim or Equity  Interest.  Such
injunction  shall also extend to the Reorganized  Debtor as the successor of the
Debtors and its properties and interests in property.

                                       27

         SECTION  11.4.  RELEASES.  On the Effective  Date,  the Debtors and the
Reorganized  Debtor, on behalf of themselves and their Estates,  shall be deemed
to  release  unconditionally  all  of  their  respective  officers,   directors,
employees,  advisors,  attorneys,  financial  advisors,  accountants,  and other
professionals,  the Committee members, and the Committee's advisors,  attorneys,
financial  advisors,  accountants,  and other  professionals,  and each of their
representatives and agents (including any professionals retained by such persons
or entities)  (the  "Released  Parties")  from any and all claims,  obligations,
suits, judgments, damages, rights, and liabilities whatsoever,  whether known or
unknown,  foreseen or unforeseen,  existing or hereafter arising, in law, equity
or otherwise,  based in whole or in part upon actions taken in their  respective
capacities  described  above  or  any  omission,  transaction,  event  or  other
occurrence taking place on or prior to the Effective Date in any way relating to
the Chapter 11 Cases or the Plan,  except  that (i) no Person  shall be released
from  any  act  or  omission  that  constitutes   gross  negligence  or  willful
misconduct,  and (ii) the  Reorganized  Debtor shall not relinquish or waive the
right to assert any of the foregoing as a legal or equitable defense or right of
setoff or recoupment against any Claims of any such Persons asserted against the
Debtors.

         SECTION  11.5.  EXCULPATION  OF  RELEASED  PARTIES.  The  Debtors,  the
Reorganized Debtor, members of the Committee, and the other Released Parties (i)
shall  have no  liability  whatsoever  to any holder or  purported  holder of an
Administrative  Claim,  Claim,  or Equity  Interest  for any act or  omission in
connection  with, or arising out of, the Plan,  the  Disclosure  Statement,  the
negotiation of the Plan, the pursuit of approval of the Disclosure  Statement or
the  solicitation  of votes for  confirmation of the Plan, the Chapter 11 Cases,
the consummation of the Plan, the  administration of the Plan or the property to
be  distributed  under the Plan, or the  Confirmation  Date, or any  transaction
contemplated  by the Plan or  Disclosure  Statement or in  furtherance  thereof,
except for willful  misconduct  or gross  negligence  as  determined  by a Final
Order,  and (ii) in all  respects,  shall be entitled to rely upon the advice of
counsel with respect to their duties and  responsibilities  under the Plan. This
exculpation  shall be in  addition  to,  and not in  limitation  of,  all  other
releases,  indemnities,  exculpations  and any  other  applicable  law or  rules
protecting such Released Parties from liability.

         SECTION 11.6. TERM OF BANKRUPTCY INJUNCTION OR STAY. All injunctions or
stays  provided  for in the  Chapter 11 Cases under  Sections  105 or 362 of the
Bankruptcy Code, or otherwise,  and in existence on the Confirmation Date, shall
remain in full force and effect until the Effective Date.

         SECTION 11.7.  PRESERVATION  OF INSURANCE.  The Debtors'  discharge and
release from all Claims as provided herein, except as necessary to be consistent
with this Plan or the  Confirmation  Order,  shall not  diminish  or impair  the
enforceability  of any  insurance  policy  that may  cover  Claims  against  the
Debtors, or any of them, the Reorganized Debtor (including,  without limitation,
the Debtors' and the Reorganized  Debtor's  officers and directors) or any other
person or entity.

         SECTION  11.8.  OFFICERS'  AND  DIRECTORS'  INDEMNIFICATION  RIGHTS AND
INSURANCE.  Notwithstanding any other provisions of the Plan, the obligations of
the Debtors to  indemnify  their  present  directors,  officers,  and  employees
against any obligations, liabilities, costs or expenses pursuant to the articles

                                       28

of  incorporation  or by-laws of the  Debtors,  applicable  state law,  specific
agreement, or any combination of the foregoing, shall survive the Effective Date
and shall be applicable to the Reorganized Debtor.

         SECTION  11.9.  BINDING  EFFECT OF THE  PLAN.  Upon  Confirmation,  the
provisions  of this Plan  shall be binding  upon the  Debtors,  the  Reorganized
Debtor,  any Person  acquiring  property  under the Plan,  and any holder of any
Claim or Equity Interest or any Creditor or other party in interest,  whether or
not the  Claim or Equity  Interest  of such  Creditor  or party in  interest  is
Impaired under the Plan or is Allowed or disallowed by the Bankruptcy Court, and
whether or not such  Creditor or party in interest  has accepted or is deemed to
have accepted this Plan or has rejected or is deemed to have rejected this Plan.
The rights and obligations of any Person named or referred to in this Plan shall
be binding upon,  and shall inure to the benefit of, the  successors and assigns
of such Person.

ARTICLE XII.      PLAN MODIFICATION

         The Debtors may propose  amendments or modifications of the Plan at any
time prior to the Confirmation of the Plan by the Bankruptcy Court provided that
this Plan, as modified,  meets the requirements of Sections 1122 and 1123 of the
Bankruptcy  Code,  and the Debtors  shall have complied with Section 1125 of the
Bankruptcy  Code.  After  Confirmation,  the  Debtors,  with the approval of the
Bankruptcy  Court and so long as it does not materially or adversely  affect the
interest  of  Creditors,  may remedy any defect or  omission  or  reconcile  any
inconsistencies in the Plan or in the Confirmation Order in such a manner as may
be necessary to carry out the purposes and effect of this Plan. This Plan may be
modified at any time after Confirmation and before its substantial consummation,
provided that the Plan, as modified, meets the requirements of Sections 1122 and
1123 of the  Bankruptcy  Code,  and the  Bankruptcy  Court,  after  notice and a
hearing,  confirms the Plan, as modified,  under Section 1129 of the  Bankruptcy
Code, and the circumstances  warrant such  modification.  A holder of a Claim or
Equity  Interest that has accepted or rejected this Plan shall be deemed to have
accepted or rejected, as the case may be, such Plan as modified,  unless, within
the time  fixed by the  Bankruptcy  Court,  such  holder  changes  its  previous
acceptance or rejection.

ARTICLE XIII.     RETENTION OF JURISDICTION

         After  entry of the  Confirmation  Order and until the Chapter 11 Cases
are  closed,  the  Bankruptcy  Court,  pursuant  to the  provisions  of Sections
1123(a), (b)(3) and (6), 1127, and 1142(b), and any applicable Bankruptcy Rules,
shall retain  exclusive  jurisdiction of all matters arising under,  arising out
of, or  relating  to these  Chapter 11 Cases,  including  but not limited to the
following:

     (a)  The determination of all disputes,  controversies, and suits regarding
          the interpretation,  implementation,  enforcement,  or consummation of
          this Plan, or any party's obligations hereunder;

                                       29

     (b)  The allowance or disallowance of any Claim or Equity Interest, and any
          objections thereto;

     (c)  The determination of the validity, priority, and extent of any Claim;

     (d)  The  determination  of  all   controversies   arising  from  adversary
          proceedings that have been or may be filed;

     (e)  The determination of all controversies  arising from contested matters
          or other litigation that has been or may be filed;

     (f)  The compromise and settlement of any Claims asserted by or against the
          Debtors;

     (g)  The  modification  of this Plan as may be  necessary  to carry out its
          purposes  and  intent,  the  remedy  of  any  defect  or  omission  or
          reconciliation  of any  inconsistency  in any order of the  Bankruptcy
          Court,  including the Confirmation  Order, to the extent authorized by
          the Bankruptcy Code;

     (h)  The estimation of Disputed, Contingent, and/or unliquidated Claims for
          purposes of distribution under the Plan;

     (i)  The prosecution of any actions for the avoidance and recovery pursuant
          to Section 550 of the Bankruptcy Code of transfers avoidable by reason
          of Sections 544, 545, 547, 548, 549, or 553(b) of the Bankruptcy Code;

     (j)  The  determination  of any  and  all  applications  for  allowance  of
          compensation and  reimbursement  of expenses  authorized to be paid or
          reimbursed under the Bankruptcy Code or this Plan;

     (k)  The  issuance of orders in aid of execution of this Plan to the extent
          authorized by Section 1142 of the Bankruptcy Code;

     (l)  The  determination  of such  other  matters as may be set forth in the
          Confirmation Order or as may arise in connection with this Plan or the
          Confirmation Order; and

     (m)  The entry of a final decree closing these Chapter 11 Cases.

ARTICLE XIV.      MISCELLANEOUS PROVISIONS

         SECTION 14.1.  POST-CONFIRMATION  U.S.  TRUSTEE FEES.  The  Reorganized
Debtor will pay  post-confirmation  U.S.  Trustee  fees as required by 28 U.S.C.
Section 1930(a)(6).

         SECTION 14.2.  DISSOLUTION  OF THE  COMMITTEE.  The  appointment of the
Committee shall terminate on the Effective Date of the Subsidiaries' Plan.

                                       30

         SECTION 14.3.  GOVERNING LAW.  Except to the extent that the Bankruptcy
Code is applicable,  the rights and obligations  arising under the Plan shall be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
State of Georgia.

         SECTION 14.4. FILING OR EXECUTION OF ADDITIONAL DOCUMENTS. On or before
the Effective Date, the Debtors or the Reorganized  Debtor,  shall file with the
Bankruptcy Court or execute, as appropriate, such agreements and other documents
as may be necessary or appropriate to effectuate and further  evidence the terms
and conditions of the Plan.

         SECTION  14.5.  EXECUTION  OF  DOCUMENTS.  All parties are  required to
execute such  instruments or documents as may be necessary for the  consummation
of the Plan, and the  Bankruptcy  Court shall retain  jurisdiction  to make such
orders as are necessary to require the parties to comply herewith.

         SECTION 14.6.  WITHHOLDING  AND REPORTING  REQUIREMENTS.  In connection
with  this  Plan  and  all  instruments   issued  in  connection   herewith  and
distributions  hereon,  the Debtors and the Reorganized Debtor shall comply with
all withholding and reporting requirements imposed by any federal, state, local,
or foreign taxing authority, and all distributions hereunder shall be subject to
any such withholding and reporting requirements.

         SECTION  14.7.  EXEMPTION  FROM  TRANSFER  TAXES.  Pursuant  to Section
1146(c) of the Bankruptcy  Code,  the issuance,  transfer or exchange of the New
Senior  Notes or New Common  Stock under the Plan,  or the making or delivery of
any other  instrument  whatsoever,  in furtherance of or in connection  with the
Plan shall not be subject to any sales and use,  stamp,  real  estate  transfer,
recording, or other similar tax.

         SECTION 14.8.  .NOTICES.  Any notices or requests to the Debtors or the
Reorganized  Debtor required to be provided  pursuant to this Plan shall be made
by first class, United States mail, addressed to:

         Vista Eyecare, Inc.
         Attention:  General Counsel
         296 Grayson Highway
         Lawrenceville, GA 30045

         and
         ---

         Kilpatrick Stockton LLP
         Attention:  Michael D. Langford, Esq.
         1100 Peachtree Street, Suite 2800
         Atlanta, Georgia 30309-4530.

                                       31

         and
         ---

         Wachtell, Lipton, Rosen & Katz
         Attention:  Chaim J. Fortgang, Esq.
         51 West 52nd Street
         New York, New York 10019-6150

         and
         ---

         Alston & Bird
         Attention:  Grant T. Stein, Esq.
         1201 West Peachtree Street
         Atlanta, Georgia 30309-3424

         SECTION 14.9.  EFFECTIVENESS OF PRIOR ORDERS. All orders entered by the
Bankruptcy Court prior to the Confirmation Date shall continue in full force and
effect,  unless  superseded  by this  Plan,  the  Confirmation  Order,  or other
subsequent orders of the Bankruptcy Court.

         SECTION 14.10.  PRESERVATION OF DEBTORS' CLAIMS,  DEMANDS AND CAUSES OF
ACTION.  Unless otherwise  provided by this Plan or the Confirmation  Order, the
Debtors  shall retain each and every claim,  demand,  or cause of action which a
debtor in possession  has power to assert under the Bankruptcy  Code,  including
actions for the avoidance and recovery pursuant to Section 550 of the Bankruptcy
Code of transfers  avoidable by reason of Sections  544,  545,  547, 548, 549 or
553(b) of the Bankruptcy  Code, and the Debtors'  rights therein shall be deemed
transferred to the  Reorganized  Debtor on the Effective  Date. The  Reorganized
Debtor may commence or continue in any appropriate court or tribunal any suit or
other  proceeding for the enforcement of such claims.  No provision of this Plan
shall impair the  Reorganized  Debtor's  right to prosecute  any such  preserved
claims, demands and causes of action.

         SECTION 14.11.  SETOFFS. The Debtors may, but shall not be required to,
setoff  against  any Claim and the  payments or other  distributions  to be made
pursuant to this Plan in respect of such Claim,  claims of any nature whatsoever
that the Debtors may have  against  the holder of such  Claims,  but neither the
failure to do so nor the  allowance of any Claim  hereunder  shall  constitute a
waiver or release by the  Debtors  of any such claim that the  Debtors  may have
against such holder.

         SECTION 14.12. COMPROMISE OF CLAIMS AND CONTROVERSIES.  The Reorganized
Debtor  shall  have  the  authority  to  compromise   and  resolve   claims  and
controversies  under the following  parameters:  After the Effective  Date,  the
Reorganized  Debtor may,  without an order of the  Bankruptcy  Court and without
notice and a hearing as provided for in Section 102(1) of the  Bankruptcy  Code,
compromise  and  settle any Claim  where the  compromise  is in writing  and the
proposed Allowed Claim is to be less than $250,000.

                                       32

         SECTION 14.13. UNCLAIMED OR ABANDONED PROPERTY. Any and all property of
the Estates of any of the Debtors that presently qualifies or may qualify in the
future as unclaimed  or  abandoned  property  under the  escheatment,  unclaimed
property,  abandoned property, or similar laws of any state shall not escheat to
the state, but instead shall remain property of the Debtors.  Upon the Effective
Date,  any such  abandoned or unclaimed  property  shall become  property of the
Reorganized  Debtor and may be utilized by the  Reorganized  Debtor  without any
restrictions  thereafter.  Any Claims for such  unclaimed or abandoned  property
that were not filed  with the  Bankruptcy  Court on or prior to the Bar Date are
hereby expunged and discharged.

         SECTION  14.14.  HEADINGS.  The headings used in this Plan are inserted
for  convenience  only and neither  constitute a portion of this Plan nor in any
manner affect the provisions or interpretation of this Plan.

         SECTION  14.15.  SEVERABILITY.  Should any  provisions  of this Plan be
determined to be unenforceable for any reason,  such  determination  shall in no
way  limit or  affect  the  enforceability  and  operative  effect  of any other
provisions of this Plan.

         SECTION 14.16. BUSINESS DAY. Whenever any date under this Plan shall be
on a day other than a Business Day, then the immediately  following Business Day
shall be the relevant day.

         SECTION 14.17.  EXHIBITS AND  SCHEDULES.  All exhibits and schedules to
the Plan are incorporated into and constitute a part of the Plan as if set forth
herein.

         SECTION  14.18.  CONFLICT.  The terms of this Plan shall  govern in the
event of any  inconsistency  with  the  summaries  of the Plan set  forth in the
Disclosure Statement.

                                       33

         Respectfully submitted, this the 13th day of April, 2001.

                         VISTA EYECARE, INC.

                  By:                                                /S/
                         -----------------------------------------------
                         Name:  Mitchell Goodman
                         Title:  Senior Vice President, General Counsel
                                   and Secretary

                         INTERNATIONAL VISION ASSOCIATES, LTD.

                  By:                                                /S/
                         -----------------------------------------------
                         Name:  Mitchell Goodman
                         Title:  Vice President

                         NVAL HEALTHCARE SYSTEMS, INC.

                  By:                                                /S/
                         -----------------------------------------------
                         Name:  Mitchell Goodman
                         Title:  Vice President

                         VISTA OPTICAL EXPRESS, INC.

                  By:                                                /S/
                         -----------------------------------------------
                         Name:  Mitchell Goodman
                         Title:  Vice President

                                EXHIBIT A TO PLAN

                               VISTA EYECARE, INC.

                         SUMMARY OF TERMS AND CONDITIONS
                               OF NEW SENIOR NOTES

- ------------------------------------------------------- -----------------------------------------------------

  I.     ISSUER:                                        Vista Eyecare, Inc., as Reorganized
         ------                                         Debtor under the Parent Plan.
- ------------------------------------------------------- -----------------------------------------------------

  II.    PRINCIPAL AMOUNT:                              $120,000,000
         ----------------
- ------------------------------------------------------- -----------------------------------------------------

  III.   MATURITY:                                      The eighth anniversary of the Effective
         --------                                       Date of the Parent Plan.
- ------------------------------------------------------- -----------------------------------------------------

  IV.    INTEREST RATE:                                 12%--Interest shall be payable in cash
         -------------                                  semi-annually in arrears on March 31 and
                                                        September 30 of each year.
- ------------------------------------------------------- -----------------------------------------------------

  V.     AMORTIZATION:
         ------------
- ------------------------------------------------------- -----------------------------------------------------

         A.    OPTIONAL PREPAYMENTS:                    Prepayable at any time, in whole or in part,
               --------------------                     on 30 days' prior written notice, at 100% of the
                                                        principal amount of the New Senior Notes to be
                                                        prepaid, plus accrued interest thereon through the
                                                        date of prepayment.
- ------------------------------------------------------- -----------------------------------------------------

         B.    MANDATORY PREPAYMENTS:                   Semi-annually mandatory prepayment of 100% of
               ---------------------                    Excess Cash Flow.  Excess Cash Flow shall be
                                                        defined as EBITDA (i) less Capital Expenditures,
                                                        (ii) plus/minus changes in Working Capital, (iii)
                                                        less senior secured interest expense, (iv) less
                                                        senior secured required debt amortization, (v) less
                                                        pro forma New Senior Notes' interest expense, and
                                                        (vi) less pro forma cash taxes.
- ------------------------------------------------------- -----------------------------------------------------

  VI.    COLLATERAL AND RANKING:                        Subject to exit revolving credit facility,
         ----------------------                         a first lien on all tangible and intangible
                                                        assets of the Reorganized Debtor.  Other
                                                        concepts  will be consistent with terms in
                                                        the existing Senior Notes Indenture.
- ------------------------------------------------------- -----------------------------------------------------

- ------------------------------------------------------- -----------------------------------------------------

  VII.   COVENANTS:                                     Affirmative, negative, and financial covenants
         ---------                                      (including, minimum EBITDA, fixed charge
                                                        coverage ratio and limitation on capital
                                                        expenditures) will be consistent with the
                                                        terms in the existing Senior Notes Indenture.
- ------------------------------------------------------- -----------------------------------------------------

  VIII.  FINANCIAL REPORTING:                           No change from reporting requirements for
         -------------------                            current outstanding Senior Notes,
                                                        consistent with the terms in the existing
                                                        Senior Notes Indenture.
- ------------------------------------------------------- -----------------------------------------------------

  IX.    REPRESENTATIONS, WARRANTIES AND                To be consistent with the terms in the
         -------------------------------                existing Senior Notes Indenture.
         EVENTS OF DEFAULT:
         -----------------
- ------------------------------------------------------- -----------------------------------------------------

  X.     REGISTRATION RIGHTS:                           Demand registration rights (including shelf
         -------------------                            demand) for holders of 10% or more of the
                                                        outstanding principal amount of the New
                                                        Senior Notes.
- ------------------------------------------------------- -----------------------------------------------------

  XI.    RATING:                                        The Reorganized Debtor will use its
         ------                                         reasonable efforts to obtain a rating for the
                                                        New Senior Notes of at least CCC from a
                                                        nationally recognized rating agency.
- ------------------------------------------------------- -----------------------------------------------------

                                                 EXHIBIT B TO PLAN
                                                ASSUMED AGREEMENTS

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

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

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

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
52.      Verizon Wireless           Verizon Wireless Messaging Service,          POB Phones for the Stores               38184.45
                                    672038, Dallas, TX 75267
- ------------------------------------------------------------------------------------------------------------------------------------
53.      Sprint                     Sprint, POB 530504, Atlanta, GA  30353       Wide Area Network                       25525.78

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

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

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
88.      Blue Cross Blue Shield     10455 Mill Run Circle, Owings                Wal*Mart Managed Care Plans                  0
         of Maryland                Mills, MD, 21117-5559
- ------------------------------------------------------------------------------------------------------------------------------------
89.      Blue Cross Blue Shield     Utica Business Park / 12 Rhoads              Wal*Mart Managed Care Plans                  0
         of Utica Watertown         Dr., Utica, NY, 13502
- ------------------------------------------------------------------------------------------------------------------------------------
90.      Blue Shield of             P.O. Box 15013, Albany, NY, 12212-5013       Wal*Mart Managed Care Plans                  0
         Northeastern NY
- ------------------------------------------------------------------------------------------------------------------------------------
91.      Cascade Comprehensive      P.O. Box 217, Klamath Falls, OR,             Wal*Mart Managed Care Plans                  0
         Care Inc                   97601-0368
- ------------------------------------------------------------------------------------------------------------------------------------
92.      Cigna Health Plan of       Two Riverway, Ste. 1200, Houston, TX,        Wal*Mart Managed Care Plans                  0
         Texas/Temple Inland        77056
- ------------------------------------------------------------------------------------------------------------------------------------
93.      Clarity Vision/Opti/Gat    PO Box 890500, Camp Hill, PA, 17089          Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
94.      Coast to Coast - 20/20     PO Box 671309, Dallas, TX, 75367             Wal*Mart Managed Care Plans                  0
         Select
- ------------------------------------------------------------------------------------------------------------------------------------
95.      Davis Vision               PO Box 971, Schenectady, NY,   12301         Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
96.      ECPA                       PO Box 51810, Phoenix, AZ, 85076             Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
97.      Fraternal Order of         511 N Broad St 7th Floor,                    Wal*Mart Managed Care Plans                  0
         Police                     Philadelphia, PA,  19123
- ------------------------------------------------------------------------------------------------------------------------------------
98.      GHI (Group Health Inc)     Pioneer Business Park / 5000 Campuswood      Wal*Mart Managed Care Plans                  0
                                    Dr., East Syracuse, N Y, 13057-9914
- ------------------------------------------------------------------------------------------------------------------------------------
99.      Grants Pass Clinic         Vocational Rehab Division, PO Box 808,       Wal*Mart Managed Care Plans                  0
                                    Gold Beach, OR. 97444
- ------------------------------------------------------------------------------------------------------------------------------------
100.     Hidden Lake Academy        830 Hidden Lake Road, Dahlonega, GA,         Wal*Mart Managed Care Plans                  0
                                    30533
- ------------------------------------------------------------------------------------------------------------------------------------
101.     Intergroup                 9300 N. Finance Center Dr., Ste.             Wal*Mart Managed Care Plans                  0
                                    100, Tucson, AZ, 85710
- ------------------------------------------------------------------------------------------------------------------------------------
102.     MECA                       PO Box 17190, Indianapolis, IN, 4617         Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
103.     Medi-Cal                   3138 W. Dakota #2, Fresno, CA, 93722-        Wal*Mart Managed Care Plans                  0
                                    4944
- ------------------------------------------------------------------------------------------------------------------------------------
104.     Medicare                   2300 Springdale Drive, Building 1,           Wal*Mart Managed Care Plans                  0
                                    GM-219, Camden, SC, 29020
- ------------------------------------------------------------------------------------------------------------------------------------
105.     MES                        PO Box 93033, Long Beach, CA, 90809          Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
106.     Metlife Grp Vision Clai    PO Box 3010 Oneida County Industrial         Wal*Mart Managed Care Plans                  0
                                    Park, Utica, NY, 13504
- ------------------------------------------------------------------------------------------------------------------------------------
107.     Metropolitan AT&T,         See Above                                    Wal*Mart Managed Care Plans                  0
         Lucent Tech.,
         Goodyear
- ------------------------------------------------------------------------------------------------------------------------------------
108.     Metropolitan               P.O. Box 3010, Onieda Cnty. Industrial       Wal*Mart Managed Care Plans                  0
         Schedule "C"               Park, Utica, NY, 13504
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
109.     National Vision Admin      P.O. Box 2187, Clifton, NJ, 7015             Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
110.     New Mexico Medicaid        P.O. Box 25700, Albuqerque, NM, 87125        Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
111.     North American             PO Box 2487, Columbus, OH. 43216             Wal*Mart Managed Care Plans                  0
         Preferred Vision
         Network
- ------------------------------------------------------------------------------------------------------------------------------------
112.     Onondaga County            10 Adler Dr, East Syracuse, NY, 13057        Wal*Mart Managed Care Plans                  0
         Laborer's Health &
         Training Funds
- ------------------------------------------------------------------------------------------------------------------------------------
113.     Pacific Source Health      PO Box 7068, Eugene, OR, 97401               Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
114.     Quality Block Company -    PO Box 8049, Phoenix, AZ, 85060              Wal*Mart Managed Care Plans                  0
         SRT Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
115.     San Carlos Housing         P.O. Box 55237, Phoenix, AZ, 85078           Wal*Mart Managed Care Plans                  0
         Authority
- ------------------------------------------------------------------------------------------------------------------------------------
116.     Senior's First             PO Box 830602 Birmingham, AL                 Wal*Mart Managed Care Plans                  0
                                    35203, Birmingham, AL, 35203
- ------------------------------------------------------------------------------------------------------------------------------------
117.     Shoal-Water Bay Indian     PO Box 228, Tokeland, WA. 98590              Wal*Mart Managed Care Plans                  0
         Tribe Store 2037 only
- ------------------------------------------------------------------------------------------------------------------------------------
118.     South Dakota Medicaid      700 Governor's Dr., Pierre, SD, 57501        Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
119.     Spectera Inc               2811 Lord Baltimore Dr,                      Wal*Mart Managed Care Plans                  0
                                    Baltimore, MD, 21244
- ------------------------------------------------------------------------------------------------------------------------------------
120.     Superior Vision Reliast    PO Box 967, Rancho Cordova, CA, 95741        Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
121.     Texas Medicaid             P.O Box 200555 Bldg C, Austin, TX,           Wal*Mart Managed Care Plans                  0
                                    78720
- ------------------------------------------------------------------------------------------------------------------------------------
122.     Texas Rehabilitation       See Above                                    Wal*Mart Managed Care Plans                  0
         Commission
- ------------------------------------------------------------------------------------------------------------------------------------
123.     Top Quality Masonry        PO Box 8049, Phoenix, AZ, 85060              Wal*Mart Managed Care Plans                  0
         Company - SRT
         Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
124.     West Virginia Medicaid     P.O. Box 3767, Charleston, WV, 35337         Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
125.     Wyoming Medicaid           P.O. Box 547, Cheyenne, WY, 82003            Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
126.     FRED MEYER MANAGED         SEE BELOW FOR INDIVIDUAL FRED MEYER          MANAGED CARE PLANS
         CARE PLANS                 MANAGED CARE PLANS.
- ------------------------------------------------------------------------------------------------------------------------------------
127.     A&I Benefit                1220 Southwest Morrison, Ste. 300            Fred Meyer Managed Care Plans                0
         Administrators             Portland, OR, 97205
- ------------------------------------------------------------------------------------------------------------------------------------
128.     Adminisrative              3404 W. Cheryl Drive, Phoenix, AZ, 85051     Fred Meyer Managed Care Plans                0
         Enterprises Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
129.     Advanced Benefits          6420 SW Madcam Avenue, Portland, OR,         Fred Meyer Managed Care Plans                0
         Administrato               97201
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                          CURE AMOUNT
                                                                                                                         PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
130.     Aetna / US Healthcare      P.O. Box 1125, Bluebell, PA, 19422           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
131.     AK Healthcare System       2925 De Barr Rd.,Anchorage, AK, 99508        Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
132.     Alaksa Laborers            P.O. Box 34567, Seattle, WA, 98124           Fred Meyer Managed Care Plans                0
         Construction Industry
- ------------------------------------------------------------------------------------------------------------------------------------
133.     ALASKA VA Healthcare       2925 De Barr Rd., Anchorage, AK, 99508       Fred Meyer Managed Care Plans                0
         Systems
- ------------------------------------------------------------------------------------------------------------------------------------
134.     Alliance Health Plan       P.O. Box 1207,  Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
135.     Anthem Health & Life       P.O. Box 11111, Fort Scott, KS, 66701        Fred Meyer Managed Care Plans                0
         Insurance
- ------------------------------------------------------------------------------------------------------------------------------------
136.     AOI Health Choice          P.O. Box 40384, Portland, OR, 97240          Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
137.     Associated                 P.O. Box 6711, Portland, OR, 97228           Fred Meyer Managed Care Plans                0
         Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
138.     Avesis,  Inc.               P.O. Box 7777, Phoenix, AZ, 85012           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
139.     Benesight                  P.O. Box 52100,  Phoenix,  AZ. 85072         Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
140.     Blue Card Program          P.O. Box 327, Seattle, WA, 98111             Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
141.     Blue Cross of Idaho        P.O. Box 7408, Boise, ID, 83707              Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
142.     Blue Cross of              P.O. Box 91080, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0
         Washington/Alaska
- ------------------------------------------------------------------------------------------------------------------------------------
143.     Blue Cross/Blue Shield     P.O. Box 91010, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
144.     Boeing Health Plan         P.O. Box 21065, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
145.     Boeing Health              P.O. Box 91009, Seattle, WA, 98101           Fred Meyer Managed Care Plans                0
         Washington Plan
- ------------------------------------------------------------------------------------------------------------------------------------
146.     CARPENTER'S TRUST OF       P.O. Box 5434, Spokane, WA, 99205            Fred Meyer Managed Care Plans                0
         WA/ID
- ------------------------------------------------------------------------------------------------------------------------------------
147.     Cement Masons &            P.O. Box 34203, Seattle, WA, 98121           Fred Meyer Managed Care Plans                0
         Plasterers - W
- ------------------------------------------------------------------------------------------------------------------------------------
148.     CIGNA Healthcare           P.O. Box 9321, Sherman, TX, 75091            Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
149.     Cigna Healthcare           P.O. Box 188004, Chattanooga, TN, 37422      Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
150.     CIGNA HEALTHCARE           P.O. Box 188004, Chattanooga, TN, 37422      Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
151.     Cigna Healthcare - ID      P.O. Box 182654, Columbus, OH, 43218         Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
152.     CLARITY VISION             P.O. Box 890500, Camp Hill, PA, 17089        Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
153.     Coast To Coast Vision      P.O. Box 792070, San Antonio, TX, 78279      Fred Meyer Managed Care Plans                0
         Plan
- ------------------------------------------------------------------------------------------------------------------------------------
154.     Coastal Insurance          P.O. Box 897, Bellingham, WA, 98227          Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
155.     Davis Vision               P.O. Box 971, Schenectady, NY, 12301         Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
156.     EYECARE PLAN OF AMERICA -  7776 S. Point Parkway                        Fred Meyer Managed Care Plans                0
         ECPA                       W., Phoenix, AZ, 85044
- ------------------------------------------------------------------------------------------------------------------------------------
157.     First Choice Healthcare    P.O. Box 91009, Seattle, WA, 98101           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
158.     First Health               P.O. Box 8099, London, KY, 40742             Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
159.     Great West Life            P.O. Box 11111, Fort Scott, KS, 66701        Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
160.     H.E.R.E. Local 8           P.O. Box 34355, Seattle, WA, 98124           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
161.     Health Comp. Admin.        P.O. Box 45018, Fresno, CA, 93718            Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
162.     Health Management          13902 East Expedition                        Fred Meyer Managed Care Plans                0
         Network                    Ave., Aurora, CO, 80013

- ------------------------------------------------------------------------------------------------------------------------------------
163.     HEALTHCARE MANAGEMENT      P.O. Box 85008, Bellvue, WA, 98015           Fred Meyer Managed Care Plans                0
         ADMIN.
- ------------------------------------------------------------------------------------------------------------------------------------
164.     Highline Community         P.O. Box 91014, Seattle, WA, 98101           Fred Meyer Managed Care Plans                0
         Hospital
- ------------------------------------------------------------------------------------------------------------------------------------
165.     Idaho Medicaid             P.O. Box 23, Boise, ID, 83707                Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
166.     IEC Group                  P.O. Box 7186, Boise, ID, 83707              Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
167.     INTERMOUNTAIN IRON         3785 S,  700 East, City, UT, 84106           Fred Meyer Managed Care Plans                0
         WRKRS LOCAL 732
- ------------------------------------------------------------------------------------------------------------------------------------
168.     Kenai Borough              P.O. Box 97313, Bellvue, WA, 98009           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
169.     Kenai School District      P.O. Box 97313, Bellvue, WA, 98009           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
170.     Lifewise                   P.O. Box 7709, Bend, OR, 97708               Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
171.     MEDICAL EYE SERVICES       P.O. Box 93033, Long Beach, CA, 90809        Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
172.     Medical Eye Services       P.O. Box 93033, Long Beach, CA, 90809        Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
173.     Medical Eye Services       P.O. Box 8184, Portland, OR, 97207           Fred Meyer Managed Care Plans                0
         of Oregon
- ------------------------------------------------------------------------------------------------------------------------------------
174.     MetLife Insurance Co.      P.O. Box 3010, Utica, NY, 13504              Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
175.     MetLife Insurance          P.O. Box 3010, Utica, NY, 13504              Fred Meyer Managed Care Plans                0
         Company
- ------------------------------------------------------------------------------------------------------------------------------------
176.     Microsoft                  P.O. Box 4346, Bismark, ND, 58502            Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
177.     Mountain States            13902 East Expedition Ave.,                  Fred Meyer Managed Care Plans                0
         Administration             Aurora, CO, 80013

- ------------------------------------------------------------------------------------------------------------------------------------
178.     Mutual of Omaha            P.O. Box 31488, Omaha, NE, 68131             Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
179.     National Vision            P.O. Box 1981, East Hanover, NJ, 07936       Fred Meyer Managed Care Plans                0
         Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
180.     Northern Alaska            P.O. Box 12707, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0
         Carpernters -
         Local 1243
- ------------------------------------------------------------------------------------------------------------------------------------
181.     Northwest Benefit          2323 Eastlake Ave. E., Seattle, WA,          Fred Meyer Managed Care Plans                0
         Network (NBN)              98102
- ------------------------------------------------------------------------------------------------------------------------------------
182.     Northwest Sheet            P.O. Box 5433, Spokane, WA, 99205            Fred Meyer Managed Care Plans                0
         Metal Workers
- ------------------------------------------------------------------------------------------------------------------------------------
183.     OEA Choice Trust           P.O. Box 23600, Tigard, OR, 97281            Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
184.     One Health Plan            P.O. Box 97313, Bellvue, WA, 98009           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
185.     OPERATING ENGINEERS OF     P.O. Box 34684, Seattle, WA, 98124           Fred Meyer Managed Care Plans                0
         WA/AK
- ------------------------------------------------------------------------------------------------------------------------------------
186.     Operating Engineers of     P.O. Box 34684, Seattle, WA, 98124           Fred Meyer Managed Care Plans                0
         WA/AK
- ------------------------------------------------------------------------------------------------------------------------------------
187.     Oregon Dental Service      P.O. Box 40384, Portland, OR, 97240          Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
188.     Pacific Heritage           P.O. Box 1020, Portland, OR, 97207           Fred Meyer Managed Care Plans                0
         Administrator
- ------------------------------------------------------------------------------------------------------------------------------------
189.     PacifiCare of Oregon       P.O. Box 310703, Boca Raton, FL, 33431       Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
190.     Pierce County Blue         P.O. Box 21267, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0
         Shield
- ------------------------------------------------------------------------------------------------------------------------------------
191.     PREMERA BLUE CARD          P.O. Box 327, Seattle, WA, 98111             Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
192.     Premera Blue Cross         P.O. Box 90180, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
193.     PREMERA BLUE CROSS         P.O. Box 21065, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
194.     PRINCIPAL FINANCE GROUP    P.O. Box 57700, Salt Lake City, UT,          Fred Meyer Managed Care Plans                0
                                    84157
- ------------------------------------------------------------------------------------------------------------------------------------
195.     Principal Financial        4021 South 700 East,  Ste.                   Fred Meyer Managed Care Plans                0
                                    500Springs, Springs, CO, 80949
- ------------------------------------------------------------------------------------------------------------------------------------
196.     Principal Mutual Life      P.O. Box 3006, Ames, IA, 50010               Fred Meyer Managed Care Plans                0
         Insuranc
- ------------------------------------------------------------------------------------------------------------------------------------
197.     Providence Good            P.O. Box 3125, Portland, OR, 97208           Fred Meyer Managed Care Plans                0
         Health Plan
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
198.     Providence Health          P.O. Box 370, Longview, OR, 98632            Fred Meyer Managed Care Plans                0
         Plans-Select Care
         of Oregon
- ------------------------------------------------------------------------------------------------------------------------------------
199.     PUGET SOUND BENEFITS       P.O. Box 34203, Seattle, WA, 98124-1203      Fred Meyer Managed Care Plans                0
         TRUST
- ------------------------------------------------------------------------------------------------------------------------------------
200.     Puget Sound Electrical     P.O. Box 34203, Seattle, WA, 98124           Fred Meyer Managed Care Plans                0
         Workers
- ------------------------------------------------------------------------------------------------------------------------------------
201.     QualMed Oregon Health      P.O. Box 1707, Clackamas, OR, 97015          Fred Meyer Managed Care Plans                0
         Plan
- ------------------------------------------------------------------------------------------------------------------------------------
202.     Regence BCBS of Oregon     P.O. Box 1271, Portland, OR, 97207           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
203.     Regence Blue shield        P.O. Box 21267, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
204.     Regence Blue Shield        P.O. Box 1160, Lewiston, ID, 97207           Fred Meyer Managed Care Plans                0
         of Idaho
- ------------------------------------------------------------------------------------------------------------------------------------
205.     Regence Blue Shield        P.O. Box 21267, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0
         of WA
- ------------------------------------------------------------------------------------------------------------------------------------
206.     Regence HMO Oregon         P.O. Box 900, Portland, OR, 97207-0900       Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
207.     Regence Northwest          P.O. Box 91039, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0
         Health
- ------------------------------------------------------------------------------------------------------------------------------------
208.     Risk & Benefit             P.O. Box 241569, Anchorage, AK, 99524-       Fred Meyer Managed Care Plans                0
         Management Serv            1569
- ------------------------------------------------------------------------------------------------------------------------------------
209.     SECURE VISION              P.O. Box 790042, St. Louis, MO, 63179        Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
210.     Select Care -              P.O. Box 10106, Eugene, OR, 97440            Fred Meyer Managed Care Plans                0
         Washington
- ------------------------------------------------------------------------------------------------------------------------------------
211.     SGA Benefits Trust         P.O. Box 46579, Seattle, WA, 98146-0579      Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
212.     Sound Health               P.O. Box 12707, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
213.     Spectera Vision            2811 Lord Baltimore                          Fred Meyer Managed Care Plans                0
                                    Dr., Baltimore, MD, 251244
- ------------------------------------------------------------------------------------------------------------------------------------
214.     Superior Vision Plan       24012 Calle De La Plata,  Ste.               Fred Meyer Managed Care Plans                0
                                    350, Laguna Hills, CA, 92653-7624
- ------------------------------------------------------------------------------------------------------------------------------------
215.     SUPERIOR VISION PLAN -     P.O Box 967, Rancho Cordova, CA, 92654       Fred Meyer Managed Care Plans                0
         RELIAST
- ------------------------------------------------------------------------------------------------------------------------------------
216.     SUPERIOR VISION            P.O. Box 2829, Nigel, CA, 92654              Fred Meyer Managed Care Plans                0
         SERVICES
- ------------------------------------------------------------------------------------------------------------------------------------
217.     The TPA                    P.O. Box 300, Pueblo, CO, 81002              Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
218.     UFCW - Oregon              P.O. Box 1420, Portland, OR, 97207           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
219.     UFCW Local 555             P.O Box 6010, Cypress, CA, 90630             Fred Meyer Managed Care Plans                0
         Employers Trust
- ------------------------------------------------------------------------------------------------------------------------------------
220.     W0shington Employers       P.O. Box 12068, Seattle, WA, 98102           Fred Meyer Managed Care Plans                0
         Trust
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
221.     William C. Earhart         P.O.Box 4148, Portland, OR, 97208            Fred Meyer Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
222.     Zenith Administrators      P.O. Box 7128, Phoenix, AZ, 85011            Fred Meyer Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
223.     FREE STANDING MANAGED      SEE BELOW FOR INDIVIDUAL FREE STANDING       MANAGED CARE PLANS
         CARE PLANS                 MANAGED CARE PLANS.
- ------------------------------------------------------------------------------------------------------------------------------------
224.     A&I Benefit                1220 Southwest Morrison,  Ste.               Free Standing Managed Care Plans               0
         Administrators             300, Portland, OR, 97205
- ------------------------------------------------------------------------------------------------------------------------------------
225.     Adminisrative              3404 W. Cheryl Drive, Phoenix, AZ, 85051     Free Standing Managed Care Plans               0
         Enterprises,  Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
226.     Advanced Benefits          6420 SW Madcam Avenue, Portland, OR,         Free Standing Managed Care Plans               0
         Administrato               97201
- ------------------------------------------------------------------------------------------------------------------------------------
227.     Aetna / US Healthcare      P.O. Box 1125, Bluebell, PA, 19422           Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
228.     AK Healthcare System       2925 De Barr Rd., Anchorage, AK, 99508       Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
229.     Alaksa Laborers            P.O. Box 34567, Seattle, WA, 98124           Free Standing Managed Care Plans               0
         Construction Industry
- ------------------------------------------------------------------------------------------------------------------------------------
230.     ALASKA VA Healthcare       2925 De Barr Rd., Anchorage, AK, 99508       Free Standing Managed Care Plans               0
         Systems
- ------------------------------------------------------------------------------------------------------------------------------------
231.     Alliance Health Plan       P.O. Box 1207, Seattle, WA, 98111            Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
232.     Anthem Health & Life       P.O. Box 11111, Fort Scott, KS, 66701        Free Standing Managed Care Plans               0
         Insurance
- ------------------------------------------------------------------------------------------------------------------------------------
233.     AOI Health Choice          P.O. Box 40384, Portland, OR, 97240          Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
234.     Associated                 P.O. Box 6711, Portland, OR, 97228           Free Standing Managed Care Plans               0
         Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
235.     Avesis,  Inc.               P.O. Box 7777, Phoenix, AZ, 85012           Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
236.     Benesight                  P.O. Box 52100,  Phoenix,  AZ. 85072         Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
237.     Block Vision               250 Country Road,  P.O. Box 7068,            Free Standing Managed Care Plans               0
                                    Eugene,  OR,  97401
- ------------------------------------------------------------------------------------------------------------------------------------
238.     Blue Card Program          P.O. Box 327, Seattle, WA, 98111             Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
239.     Blue Cross of Idaho        P.O. Box 7408, Boise, ID, 83707              Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
240.     Blue Cross of              P.O. Box 91080, Seattle, WA, 98111           Free Standing Managed Care Plans               0
         Washington/Alask
- ------------------------------------------------------------------------------------------------------------------------------------
241.     Blue Cross/Blue Shield     P.O. Box 91010, Seattle, WA, 98111           Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
242.     Boeing Health Plan         P.O. Box 21065, Seattle, WA, 98111           Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
243.     Boeing Health              P.O. Box 91009, Seattle, WA, 98101           Free Standing Managed Care Plans               0
         Washington Plan
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
244.     CARPENTER'S TRUST          P.O. Box 5434, Spokane, WA, 99205            Free Standing Managed Care Plans               0
         OF WA/ID
- ------------------------------------------------------------------------------------------------------------------------------------
245.     Cement Masons &            P.O. Box 34203, Seattle, WA, 98121           Free Standing Managed Care Plans               0
         Plasterers - W
- ------------------------------------------------------------------------------------------------------------------------------------
246.     CIGNA Healthcare           P.O. Box 9321, Sherman, TX, 75091            Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
247.     Cigna Healthcare           P.O. Box 188004, Chattanooga, TN,            Free Standing Managed Care Plans               0
                                    37422
- ------------------------------------------------------------------------------------------------------------------------------------
248.     CIGNA HEALTHCARE           P.O. Box 188004, Chattanooga, TN, 37422      Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
249.     Cigna Healthcare - ID      P.O. Box 182654, Columbus, OH, 43218         Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
250.     CLARITY VISION             P.O. Box 890500, Camp Hill, PA, 17089        Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
251.     Coast To Coast Vision      P.O. Box 792070, San Antonio, TX, 78279      Free Standing Managed Care Plans               0
         Plan
- ------------------------------------------------------------------------------------------------------------------------------------
252.     Coastal Insurance          P.O. Box 897, Bellingham, WA, 98227          Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
253.     Davis Vision               P.O. Box 971, Schenectady, NY, 12301         Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
254.     EYECARE PLAN OF            7776 S. Point Parkway W., Phoenix, AZ        Free Standing Managed Care Plans               0
         AMERICA - ECPA             85044
- ------------------------------------------------------------------------------------------------------------------------------------
255.     First Choice Healthcare    P.O. Box 91009, Seattle, WA, 98101           Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
256.     First Health               P.O. Box 8099, London, KY, 40742             Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
257.     Great West Life            P.O. Box 11111, Fort Scott, KS, 66701        Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
258.     H.E.R.E. Local 8           P.O. Box 34355, Seattle, WA, 98124           Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
259.     Health Comp. Admin.        P.O. Box 45018, Fresno, CA, 93718            Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
260.     Health Management          13902 East Expedition Ave., Aurora,          Free Standing Managed Care Plans               0
         Network                    CO, 80013
- ------------------------------------------------------------------------------------------------------------------------------------
261.     HEALTHCARE MANAGEMENT      P.O. Box 85008, Bellvue, WA, 98015           Free Standing Managed Care Plans               0
         ADMIN.
- ------------------------------------------------------------------------------------------------------------------------------------
262.     Highline Community         P.O. Box 91014, Seattle, WA,  98101          Free Standing Managed Care Plans               0
         Hospital
- ------------------------------------------------------------------------------------------------------------------------------------
263.     Idaho Medicaid             P.O. Box 23, Boise, ID, 83707                Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
264.     IEC Group                  P.O. Box 7186, Boise, ID, 83707              Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
265.     Intermountain              P.O. Box 3018, Missoula, MT, 59806           Free Standing Managed Care Plans               0
         Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
266.     INTERMOUNTAIN IRON         3785 S, 700 East, City, UT, 84106            Free Standing Managed Care Plans               0
         WRKRS LOCAL 732
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
267.     Kenai Borough              P.O. Box 97313, Bellvue, WA, 98009           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
268.     Kenai School District      P.O. Box 97313, Bellvue, WA, 98009           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
269.     Lifewise                   P.O. Box 7709, Bend, OR, 97708               Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
270.     Medi-Cal                   3138 W. Dakota #2, Fresno, CA, 93722-        Free Standing Managed Care Plans             0
                                    4944
- ------------------------------------------------------------------------------------------------------------------------------------
271.     MEDICAL EYE SERVICES       P.O. Box 93033, Long Beach, CA, 90809        Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
272.     Medical Eye Services       P.O. Box 93033, Long Beach, CA, 90809        Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
273.     Medical Eye Services of    P.O. Box 8184, Portland, OR, 97207           Free Standing Managed Care Plans             0
         Oregon
- ------------------------------------------------------------------------------------------------------------------------------------
274.     MetLife Insurance Co.      P.O. Box 3010, Utica, NY, 13504              Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
275.     MetLife Insurance          P.O. Box 3010, Utica, NY, 13504              Free Standing Managed Care Plans             0
         Company
- ------------------------------------------------------------------------------------------------------------------------------------
276.     Microsoft                  P.O. Box 4346, Bismark, ND, 58502            Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
277.     Montana Retail Store       Ste. 220, Whiteflag Bldg./ 104 S.            Free Standing Managed Care Plans             0
         Employees                  Freya, Spokane, WA, 99202
- ------------------------------------------------------------------------------------------------------------------------------------
278.     Mountain States            13902 East Expedition                        Free Standing Managed Care Plans             0
         Administration             Ave., Aurora, CO, 80013
- ------------------------------------------------------------------------------------------------------------------------------------
279.     Mutual of Omaha            P.O. Box 31488, Omaha, NE, 68131             Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
280.     National Vision            P.O. Box 1981, East Hanover, NJ, 07936       Free Standing Managed Care Plans             0
         Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
281.     Northern Alaska            P.O. Box 12707, Seattle,  WA, 98111          Free Standing Managed Care Plans             0
         Carpernters -
         Local 1243
- ------------------------------------------------------------------------------------------------------------------------------------
282.     Northwest Benefit          2323 Eastlake Ave. E., Seattle, WA, 98102    Free Standing Managed Care Plans             0
         Network (NBN
- ------------------------------------------------------------------------------------------------------------------------------------
283.     Northwest Sheet Metal      P.O. Box 5433, Spokane, WA, 99205            Free Standing Managed Care Plans             0
         Workers
- ------------------------------------------------------------------------------------------------------------------------------------
284.     OEA Choice Trust           P.O. Box 23600, Tigard, OR, 97281            Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
285.     One Health Plan            P.O. Box 97313, Bellvue, WA, 98009           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
286.     OPERATING ENGINEERS        P.O. Box 34684, Seattle,WA,  98124           Free Standing Managed Care Plans             0
         OF WA/AK
- ------------------------------------------------------------------------------------------------------------------------------------
287.     Operating Engineers        P.O. Box 34684, Seattle, WA, 98124           Free Standing Managed Care Plans             0
         of WA/AK
- ------------------------------------------------------------------------------------------------------------------------------------
288.     Oregon Dental Service      P.O. Box 40384, Portland, OR, 97240          Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
289.     Pacific Heritage           P.O. Box 1020, Portland, OR, 97207           Free Standing Managed Care Plans             0
         Administrator
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
290.     PacifiCare of Oregon       P.O. Box 310703, Boca Raton, FL, 33431       Free Standing Managed Care Plans             0

- ---------------------------------------------------------------------------------- -------------------------------------------------
291.     Pierce County Blue         P.O. Box 21267, Seattle, WA, 98111           Free Standing Managed Care Plans             0
         Shield
- ------------------------------------------------------------------------------------------------------------------------------------
292.     PREMERA BLUE CARD          P.O. Box 327, Seattle, WA, 98111             Free Standing Managed Care Plans             0

- -----------------------------------------------------------------------------------------------------------------------------------
293.     Premera Blue Cross         P.O. Box 90180, Seattle, WA, 98111           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
294.     PREMERA BLUE CROSS         P.O. Box 21065, Seattle, WA, 98111           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
295.     PRINCIPAL FINANCE          P.O. Box 57700, Salt Lake City, UT,          Free Standing Managed Care Plans             0
         GROUP                      84157
- ------------------------------------------------------------------------------------------------------------------------------------
296.     Principal Financial        4021 South 700 East, Ste. 500                Free Standing Managed Care Plans             0
                                    5Springs, Springs, CO, 80949
- ------------------------------------------------------------------------------------------------------------------------------------
297.     Principal Mutual Life      P.O. Box 3006, Ames, IA, 50010               Free Standing Managed Care Plans             0
         Insuranc
- ------------------------------------------------------------------------------------------------------------------------------------
298.     Providence Good Health     P.O. Box 3125, Portland, OR, 97208           Free Standing Managed Care Plans             0
         Plan
- ------------------------------------------------------------------------------------------------------------------------------------
299.     Providence Health          P.O. Box 370, Longview, OR, 98632            Free Standing Managed Care Plans             0
         Plans-Select Care
         of Oregon
- ------------------------------------------------------------------------------------------------------------------------------------
300.     PUGET SOUND BENEFITS       P.O. Box 34203, Seattle, WA, 98124-          Free Standing Managed Care Plans             0
         TRUST                      1203
- ------------------------------------------------------------------------------------------------------------------------------------
301.     Puget Sound Electrical     P.O. Box 34203, Seattle, WA, 98124           Free Standing Managed Care Plans             0
         Workers
- ------------------------------------------------------------------------------------------------------------------------------------
302.     QualMed Oregon Health      P.O. Box 1707, Clackamas, OR, 97015          Free Standing Managed Care Plans             0
         Plan
- ------------------------------------------------------------------------------------------------------------------------------------
303.     Regence BCBS of Oregon     P.O. Box 1271, Portland, OR, 97207           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
304.     Regence Blue shield        P.O. Box 21267, Seattle, WA, 98111           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
305.     Regence Blue Shield of     P.O. Box 1160, Lewiston, ID, 97207           Free Standing Managed Care Plans             0
         Idaho
- ------------------------------------------------------------------------------------------------------------------------------------
306.     Regence Blue Shield        P.O. Box 21267, Seattle, WA, 98111           Free Standing Managed Care Plans             0
         of WA
- ------------------------------------------------------------------------------------------------------------------------------------
307.     Regence HMO Oregon         P.O. Box 900, Portland, OR, 97207-0900       Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
308.     Regence Northwest          P.O. Box 91039, Seattle, WA, 98111           Free Standing Managed Care Plans             0
         Health
- ------------------------------------------------------------------------------------------------------------------------------------
309.     Risk & Benefit             P.O. Box 241569, Anchorage, AK, 99524-       Free Standing Managed Care Plans             0
         Management Serv            1569
- ------------------------------------------------------------------------------------------------------------------------------------
310.     SECURE VISION              P.O. Box 790042, St. Louis, MO, 63179        Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
311.     Select Care -              P.O. Box 10106, Eugene, OR, 97440            Free Standing Managed Care Plans             0
         Washington
- ------------------------------------------------------------------------------------------------------------------------------------
312.     SGA Benefits Trust         P.O. Box 46579, Seattle, WA, 98146-0579      Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
313.     Sound Health               P.O. Box 12707, Seattle, WA, 98111           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
314.     Spectera Vision            2811 Lord Baltimore Dr.,                     Free Standing Managed Care Plans             0
                                    Baltimore, MD,  51244
- ------------------------------------------------------------------------------------------------------------------------------------
315.     Superior Vision Plan       24012 Calle De La Plata, Ste.                Free Standing Managed Care Plans             0
                                    350, Laguna Hills, CA, 92653-7624
- ------------------------------------------------------------------------------------------------------------------------------------
316.     SUPERIOR VISION PLAN -     P.O Box 967, Rancho Cordova, CA, 92654       Free Standing Managed Care Plans             0
         RELIAST
- ------------------------------------------------------------------------------------------------------------------------------------
317.     SUPERIOR VISION            P.O. Box 2829, Nigel, CA, 92654              Free Standing Managed Care Plans             0
         SERVICES
- ------------------------------------------------------------------------------------------------------------------------------------
318.     The TPA                    P.O. Box 300,  Pueblo, CO,  81002            Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
319.     Timber Products Mfg.       P.O. Box 4867,  Missoula, MT,  59806         Free Standing Managed Care Plans             0
         Trust
- ------------------------------------------------------------------------------------------------------------------------------------
320.     UFCW - Oregon              P.O. Box 1420,  Portland, OR,  97207         Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
321.     UFCW Local 555             P.O Box 6010,   Cypress,  CA,   90630        Free Standing Managed Care Plans             0
         Employers Trust
- ------------------------------------------------------------------------------------------------------------------------------------
322.     Washington Employers       P.O. Box 12068,  Seattle, WA,  98102         Free Standing Managed Care Plans             0
         Trust
- ------------------------------------------------------------------------------------------------------------------------------------
323.     William C. Earhart         P.O.Box 4148,  Portland, OR,  97208          Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
324.     Zenith Administrators      P.O. Box 7128,  Phoenix, AZ,  85011          Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
325.     WAL-MART STORES, INC.      WAL-MART STORES,   INC.,   702 SW 8TH        VISION CENTER MASTER LICENSE                 0
                                    STREET, BENTONVILLE, AR 72716                AGREEMENT - SEE BELOW FOR WAL*MART
                                                                                 STORE INDIVIDUAL LEASES.
- ------------------------------------------------------------------------------------------------------------------------------------
326.     131                        2311 S. JEFFERSON, MT. PLEASANT, TX,         Wal*Mart Store                               0
                                    75455
- ------------------------------------------------------------------------------------------------------------------------------------
327.     140                        2215 SOUTH FIRST STREET, LUFKIN, TX,         Wal*Mart Store                               0
                                    75901
- ------------------------------------------------------------------------------------------------------------------------------------
328.     287                        1801 HIGHWAY 78 EAST, JASPER, AL, 35501      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
329.     329                        5560 MCCLELLAN BLVD, ANNISTON, AL, 36201     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
330.     372                        1905 N. 14TH AVENUE, DODGE CITY, KS,         Wal*Mart Store                               0
                                    67801
- ------------------------------------------------------------------------------------------------------------------------------------
331.     400                        1407 NORTH LOOP 336 WEST, CONROE, TX,        Wal*Mart Store                               0
                                    77301
- ------------------------------------------------------------------------------------------------------------------------------------
332.     510                        400 SHALLOWFORD ROAD                         Wal*Mart Store                               0
                                    GAINESVILLE, GA, 30504
- ------------------------------------------------------------------------------------------------------------------------------------
333.     515                        2330 US HWY 19, MURPHY, NC, 28906            Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
334.     518                        1550 BALLGROUND HWY, CANTON, GA, 30114       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
335.     529                        9300 CENTURY BLVD., TEXAS CITY, TX,          Wal*Mart Store                               0
                                    77591
- ------------------------------------------------------------------------------------------------------------------------------------
336.     539                        2050 NORTH MALL BLVD, ALEXANDRIA, LA,        Wal*Mart Store                               0
                                    71301
- ------------------------------------------------------------------------------------------------------------------------------------
337.     548                        455 GRAYSON HIGHWAY                          Wal*Mart Store                               0
                                    LAWRENCEVILLE, GA, 30045
- ------------------------------------------------------------------------------------------------------------------------------------
338.     555                        2101 VETERANS BOULEVARD, DUBLIN, GA,         Wal*Mart Store                               0
                                    31021
- ------------------------------------------------------------------------------------------------------------------------------------
339.     556                        2425 MEMORIAL DRIVE, WAYCROSS, GA, 31501     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
340.     557                        2301 INDUSTRIAL ROAD, EMPORIA, KS,           Wal*Mart Store                               0
                                    66801
- ------------------------------------------------------------------------------------------------------------------------------------
341.     575                        9464 S. MAIN STREET, WOODSTOCK, GA,          Wal*Mart Store                               0
                                    30188
- ------------------------------------------------------------------------------------------------------------------------------------
342.     580                        1050 VAN FLEET DR,  BARTOW,  FL, 33830       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
343.     585                        2377 DAVE LYLE BLVD., ROCK HILL, SC,          Wal*Mart Store                              0
                                    29730
- ------------------------------------------------------------------------------------------------------------------------------------
344.     588                        2825 LEDO ROAD, ALBANY, GA, 31707            Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
345.     592                        2020 N SE BLVD, DERBY, KS, 67037             Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
346.     593                        1450 BOWENS MILL ROAD, DOUGLAS, GA,          Wal*Mart Store                               0
                                    31533
- ------------------------------------------------------------------------------------------------------------------------------------
347.     602                        610 SAWDUST ROAD, THE WOODLANDS, TX,         Wal*Mart Store                               0
                                    77380
- ------------------------------------------------------------------------------------------------------------------------------------
348.     611                        4501 NORTH MAIN, ROSWELL, NM, 88201          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
349.     614                        803 NEW FRANKLIN ROAD, LA GRANGE, GA,        Wal*Mart Store                               0
                                    30240
- ------------------------------------------------------------------------------------------------------------------------------------
350.     616                        2795 NORTH ROAD, ORANGEBURG, SC, 29115       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
351.     618                        4166 JIMMY LEE SMITH PKWY, HIRAM, GA,        Wal*Mart Store                               0
                                    30141
- ------------------------------------------------------------------------------------------------------------------------------------
352.     625                        1310 N. FRASIER STREET                       Wal*Mart Store                               0
                                    GEORGETOWN, SC, 29440
- ------------------------------------------------------------------------------------------------------------------------------------
353.     628                        9880 DORCHESTER RD., SUMMERVILLE, SC,        Wal*Mart Store                               0
                                    29485
- ------------------------------------------------------------------------------------------------------------------------------------
354.     631                        1023 S. PENDLETON STREET, EASLEY, SC,        Wal*Mart Store                               0
                                    29542
- ------------------------------------------------------------------------------------------------------------------------------------
355.     632                        1481 HWY 17N, MT. PLEASANT, SC, 29464        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
356.     635                        14030 ABERCORN STREET, SAVANNAH, GA,         Wal*Mart Store                               0
                                    31419
- ------------------------------------------------------------------------------------------------------------------------------------
357.     639                        150 ALTAMA CONNECTOR, BRUNSWICK, GA,         Wal*Mart Store                               0
                                    31525
- ------------------------------------------------------------------------------------------------------------------------------------
358.     652                        3101 EAST KANSAS ST, GARDEN CITY, KS,        Wal*Mart Store                               0
                                    67846
- ------------------------------------------------------------------------------------------------------------------------------------
359.     662                        2800 SPRING AVE, DECATUR, AL, 35603          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
360.     669                        2545 EAST WALNUT AVENUE, DALTON, GA,         Wal*Mart Store                               0
                                    30721
- ------------------------------------------------------------------------------------------------------------------------------------
361.     680                        US HWY. 11E BYPASS, GREENEVILLE, TN,         Wal*Mart Store                               0
                                    37743
- ------------------------------------------------------------------------------------------------------------------------------------
362.     728                        25 PEMBROKE DRIVE, HILTON HEAD, SC,          Wal*Mart Store                               0
                                    29926
- ------------------------------------------------------------------------------------------------------------------------------------
363.     745                        5600 N. HENRY BLVD, STOCKBRIDGE, GA,         Wal*Mart Store                               0
                                    30281
- ------------------------------------------------------------------------------------------------------------------------------------
364.     754                        730 NORTHSIDE DRIVE E                        Wal*Mart Store                               0
                                    STATESBORO, GA, 30458
- ------------------------------------------------------------------------------------------------------------------------------------
365.     758                        1711 E LAMAR STREET, STE E,                  Wal*Mart Store                               0
                                    AMERICUS, GA, 31709
- ------------------------------------------------------------------------------------------------------------------------------------
366.     787                        7050 HWY 85, RIVERDALE, GA, 30274            Wal*Mart Store                               0
- ------------------------------------------------------------------------------------------------------------------------------------
367.     794                        1905 EAST 17TH STREET                        Wal*Mart Store                               0
                                    HUTCHINSON, KS, 67501
- ------------------------------------------------------------------------------------------------------------------------------------
368.     806                        571 S. WALTON BLVD, LAS CRUCES, NM,          Wal*Mart Store                               0
                                    88001
- ------------------------------------------------------------------------------------------------------------------------------------
369.     824                        8000 ACADEMY ROAD, NE,                       Wal*Mart Store                               0
                                    ALBUQUERQUE, NM,  87111
- ------------------------------------------------------------------------------------------------------------------------------------
370.     826                        4600 EAST MAIN STREET                        Wal*Mart Store                               0
                                    FARMINGTON, NM,  87402
- ------------------------------------------------------------------------------------------------------------------------------------
371.     829                        3251 CERRILLOS ROAD, SANTA FE, NM,           Wal*Mart Store                               0
                                    87510
- ------------------------------------------------------------------------------------------------------------------------------------
372.     831                        301 SAN METEO, SE, ALBUQUERQUE, NM,          Wal*Mart Store                               0
                                    87108
- ------------------------------------------------------------------------------------------------------------------------------------
373.     835                        400 EUBANK BLVD., N.E.,                      Wal*Mart Store                               0
                                    ALBUQUERQUE,  NM,  87123
- ------------------------------------------------------------------------------------------------------------------------------------
374.     850                        2701 CARLISLE BLVD., NE,                     Wal*Mart Store                               0
                                    ALBUQUERQUE,  NM,  87110
- ------------------------------------------------------------------------------------------------------------------------------------
375.     851                        1800 U.S. HIGHWAY 70 WEST, RUIDOSO           Wal*Mart Store                               0
                                    DOWNS, NM, 88346
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
376.     866                        5245 SERVICE RD SO HIGGINS                   Wal*Mart Store                               0
                                    RD,  MOBILE,  AL,  36619
- ------------------------------------------------------------------------------------------------------------------------------------
377.     877                        2406 WEST ROOSEVEL BLVD., MONROE, NC,        Wal*Mart Store                               0
                                    28110
- ------------------------------------------------------------------------------------------------------------------------------------
378.     878                        1500 MARKET PLACE BLVD, CUMMING, GA,         Wal*Mart Store                               0
                                    30131
- ------------------------------------------------------------------------------------------------------------------------------------
379.     881                        5556 SUNSET BLVD, LEXINGTON, SC, 29072       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
380.     889                        15078 US 19 SOUTH, THOMASVILLE, GA,          Wal*Mart Store                               0
                                    31792
- ------------------------------------------------------------------------------------------------------------------------------------
381.     899                        1000 NORTH ST. AUGUSTINE ROAD                Wal*Mart Store                               0
                                    VALDOSTA,  GA,  31601
- ------------------------------------------------------------------------------------------------------------------------------------
382.     915                        11210 W. AIRPORT BLVD., STAFFORD, TX,        Wal*Mart Store                               0
                                    77477
- ------------------------------------------------------------------------------------------------------------------------------------
383.     924                        1510 WEST MAIN,  STERLING,  CO,  80751       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
384.     948                        2525 HIGHWAY 70, S.E., HICKORY, NC,          Wal*Mart Store                               0
                                    28602
- ------------------------------------------------------------------------------------------------------------------------------------
385.     952                        641 EAST BYPASS S.E., MOULTRIE, GA,          Wal*Mart Store                               0
                                    31768
- ------------------------------------------------------------------------------------------------------------------------------------
386.     980                        3103 23RD AVENUE, GREELEY, CO, 80631         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
387.     1006                       1215 EAST 16TH AVENUE, CORDELE, GA,          Wal*Mart Store                               0
                                    31015
- ------------------------------------------------------------------------------------------------------------------------------------
388.     1011                       434 S COLUMBIA,  RINCON, GA,  31326          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
389.     1027                       150 CONCORD COMMON PLACE                     Wal*Mart Store                               0
                                    CONCORD,  NC,  28027
- ------------------------------------------------------------------------------------------------------------------------------------
390.     1034                       705 E. DIXON BLVD., HWY 74,                  Wal*Mart Store                               0
                                    SHELBY, NC,  28150
- ------------------------------------------------------------------------------------------------------------------------------------
391.     1036                       197 PLAZA DR., FOREST CITY, NC, 28043        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
392.     1039                       2241 ROCKFORD STREET, MT. AIRY, NC,          Wal*Mart Store                               0
                                    27030
- ------------------------------------------------------------------------------------------------------------------------------------
393.     1047                       6065 JONESBORO ROAD, MORROW, GA, 30260       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
394.     1064                       845 R BLOWING ROCK BLVD, LENOIR, NC,         Wal*Mart Store                               0
                                    28645
- ------------------------------------------------------------------------------------------------------------------------------------
395.     1097                       250 TURNER STREET, ABERDEEN, NC, 28315       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
396.     1121                       1850 N. COLUMBIA  ST,                        Wal*Mart Store                               0
                                    MILLEDGEVILLE,  GA,  31061
- ------------------------------------------------------------------------------------------------------------------------------------
397.     1124                       1201 US HWY 31 NW, HARTSELLE, AL, 35640      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
398.     1132                       1226 EAST DIXIE DRIVE, ASHEBORO, NC,         Wal*Mart Store                               0
                                    27203
- ------------------------------------------------------------------------------------------------------------------------------------
399.     1149                       2281 WEST HWY. 70, THATCHER, AZ, 85552       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
400.     1156                       169 NORMAN STATION BLVD.                     Wal*Mart Store                               0
                                    MOORESVILLE, NC, 28117
- ------------------------------------------------------------------------------------------------------------------------------------
401.     1190                       120 JILL DRIVE, BEREA, KY, 40403             Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
402.     1197                       1511 BENVENUE RD., ROCKY MOUNT, NC,          Wal*Mart Store                               0
                                    27804
- ------------------------------------------------------------------------------------------------------------------------------------
403.     1208                       3600 YOUNGFIELD STREET, WHEAT RIDGE,         Wal*Mart Store                               0
                                    CO,  80033
- ------------------------------------------------------------------------------------------------------------------------------------
404.     1209                       401 NORTH GENERAL'S BLVD,                    Wal*Mart Store                               0
                                    LINCOLNTON,  NC,  28092
- ------------------------------------------------------------------------------------------------------------------------------------
405.     1218                       1325 E. FLORENCE BLVD, CASA GRANDE,          Wal*Mart Store                               0
                                    AZ,  85222
- ------------------------------------------------------------------------------------------------------------------------------------
406.     1227                       260 BOBBY JONES EXPWY, MARTINEZ, GA,         Wal*Mart Store                               0
                                    30907
- ------------------------------------------------------------------------------------------------------------------------------------
407.     1236                       1002 N. SPENCE AVE., GOLDSBORO, NC,          Wal*Mart Store                               0
                                    27530
- ------------------------------------------------------------------------------------------------------------------------------------
408.     1237                       2330 WEST CUMBERLAND ST, DUNN, NC,           Wal*Mart Store                               0
                                    28334
- ------------------------------------------------------------------------------------------------------------------------------------
409.     1238                       1550 SKIBO ROAD, FAYETTEVILLE, NC,           Wal*Mart Store                               0
                                    28303
- ------------------------------------------------------------------------------------------------------------------------------------
410.     1240                       657 STATE HWY 90, SIERRA VISTA, AZ,          Wal*Mart Store                               0
                                    85635
- ------------------------------------------------------------------------------------------------------------------------------------
411.     1242                       200 THOMPSON ST. HWY 64,                     Wal*Mart Store                               0
                                    HENDERSONVILLE,  NC,  28739
- ------------------------------------------------------------------------------------------------------------------------------------
412.     1244                       3027 WADE HAMPTON ROAD, GREENVILLE           Wal*Mart Store                               0
                                    TAYLOR,  SC,  29687
- ------------------------------------------------------------------------------------------------------------------------------------
413.     1252                       6675 BUSINESS CENTER DRIVE                   Wal*Mart Store                               0
                                    LITTLETON,  CO,  80126
- ------------------------------------------------------------------------------------------------------------------------------------
414.     1261                       3725 RAMSEY STREET, FAYETTEVILLE, NC,        Wal*Mart Store                               0
                                    28311
- ------------------------------------------------------------------------------------------------------------------------------------
415.     1287                       3141 GARDEN ROAD, BURLINGTON, NC,            Wal*Mart Store                               0
                                    27215
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
416.     1290                       1834 WINKLER STREET, WILKESBORO, NC,         Wal*Mart Store                               0
                                    28697
- ------------------------------------------------------------------------------------------------------------------------------------
417.     1291                       7150 EAST SPEEDWAY, TUCSON, AZ, 85710        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
418.     1293                       3209 DEANS BRIDGE ROAD, AUGUSTA, GA,         Wal*Mart Store                               0
                                    30906
- ------------------------------------------------------------------------------------------------------------------------------------
419.     1298                       2025 N. MARINE BLVD.,                        Wal*Mart Store                               0
                                    JACKSONVILLE,  NC,  28546
- ------------------------------------------------------------------------------------------------------------------------------------
420.     1300                       3005 MARTIN LUTHER KING, JR. BLVD,           Wal*Mart Store                               0
                                    NEW BERN, NC,  28562
- ------------------------------------------------------------------------------------------------------------------------------------
421.     1321                       1299 BRIGHTLEAF BLVD, SMITHFIELD, NC,        Wal*Mart Store                               0
                                    27577
- ------------------------------------------------------------------------------------------------------------------------------------
422.     1337                       2099 NORTH BRIDGE STREET, ELKIN, NC,         Wal*Mart Store                               0
                                    28621
- ------------------------------------------------------------------------------------------------------------------------------------
423.     1344                       1028-C RICHMOND AVE, STAUNTON, VA,           Wal*Mart Store                               0
                                    24401
- ------------------------------------------------------------------------------------------------------------------------------------
424.     1354                       570 PAMLICO PLAZA, WASHINGTON, NC,           Wal*Mart Store                               0
                                    27889
- ------------------------------------------------------------------------------------------------------------------------------------
425.     1360                       1556 EAST MAIN, OAK HILL, WV, 25901          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
426.     1367                       2720 WATSON BLVD., WARNER ROBINS, GA,        Wal*Mart Store                               0
                                    31093
- ------------------------------------------------------------------------------------------------------------------------------------
427.     1372                       1527 GARNER STATION BLVD.,                   Wal*Mart Store                               0
                                    RALEIGH, NC,  27603
- ------------------------------------------------------------------------------------------------------------------------------------
428.     1373                       1630 PLEASANT HILL ROAD, DULUTH, GA,         Wal*Mart Store                               0
                                    30096
- ------------------------------------------------------------------------------------------------------------------------------------
429.     1379                       210 SW GREENVILLE BLVD,                      Wal*Mart Store                               0
                                    GREENVILLE,  NC,  27834
- ------------------------------------------------------------------------------------------------------------------------------------
430.     1385                       3000 EAST FRANKLIN BOULEVARD,                Wal*Mart Store                               0
                                    GASTONIA, NC,  28054
- ------------------------------------------------------------------------------------------------------------------------------------
431.     1392                       5226 SIGMOND ROAD, WILMINGTON, NC,           Wal*Mart Store                               0
                                    28403
- ------------------------------------------------------------------------------------------------------------------------------------
432.     1403                       2160 HWY 441 NORTH, CORNELIA, GA,            Wal*Mart Store                               0
                                    30531
- ------------------------------------------------------------------------------------------------------------------------------------
433.     1414                       01 1-25 BYPASS RD, BELEN, NM, 87002          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
434.     1417                       1801 EAST HIGHWAY 69, PRESCOTT, AZ,          Wal*Mart Store                               0
                                    86301
- ------------------------------------------------------------------------------------------------------------------------------------
435.     1424                       671 SOUTH PARK BLVD., COLONIAL               Wal*Mart Store                               0
                                    HEIGHTS,  VA,  23834
- ------------------------------------------------------------------------------------------------------------------------------------
436.     1450                       120 MCGRAW STREET, RIPLEY, WV, 25271        Wal*Mart Store                                0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
437.     1464                       801 ARROWOOD ROAD, CHARLOTTE, NC,            Wal*Mart Store                               0
                                    28217
- ------------------------------------------------------------------------------------------------------------------------------------
438.     1498                       3738 BATTLEGROUND AVENUE                     Wal*Mart Store                               0
                                    GREENSBORO,  NC,  27410
- ------------------------------------------------------------------------------------------------------------------------------------
439.     1507                       3030 NORTH ROCK ROAD, WICHITA, KS,           Wal*Mart Store                               0
                                    67226
- ------------------------------------------------------------------------------------------------------------------------------------
440.     1534                       701 S. WASHINGTON STREET                     Wal*Mart Store                               0
                                    BISMARCK,  ND,  58504
- ------------------------------------------------------------------------------------------------------------------------------------
441.     1544                       550 EMILY DRIVE, CLARKSBURG, WV, 26301       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
442.     1545                       2551 32ND AVENUE S., GRAND FORKS, ND,        Wal*Mart Store                               0
                                    58201
- ------------------------------------------------------------------------------------------------------------------------------------
443.     1549                       2020 N. 75TH AVENUE, PHOENIX, AZ,            Wal*Mart Store                               0
                                    85035
- ------------------------------------------------------------------------------------------------------------------------------------
444.     1554                       3702 EAST HAMMER LANE, STOCKTON, CA,         Wal*Mart Store                               0
                                    95212
- ------------------------------------------------------------------------------------------------------------------------------------
445.     1555                       2050 N. IMPERIAL AVENUE, EL CENTRO,          Wal*Mart Store                               0
                                    CA,  92243
- ------------------------------------------------------------------------------------------------------------------------------------
446.     1560                       3075 EAST TROPICANA AVENUE, LAS VEGAS,       Wal*Mart Store                               0
                                    NV,  89121
- ------------------------------------------------------------------------------------------------------------------------------------
447.     1574                       2300 WHITE LANE, BAKERSFIELD, CA, 93304      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
448.     1581                       4731 13TH AVENUE, S.W., FARGO, ND, 58103     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
449.     1583                       1977 W. CLEVELAND AVENUE, MADERA, CA,        Wal*Mart Store                               0
                                    93637
- ------------------------------------------------------------------------------------------------------------------------------------
450.     1584                       3625 SOUTH RAINBOW BLVD, LAS VEGAS,          Wal*Mart Store                               0
                                    NV,  89103
- ------------------------------------------------------------------------------------------------------------------------------------
451.     1588                       15272 BEAR VALLEY ROAD                       Wal*Mart Store                               0
                                    VlCTORVlLLE,  CA,  92392
- ------------------------------------------------------------------------------------------------------------------------------------
452.     1591                       6535 GRAYSON ROAD, HARRISBURG, PA,           Wal*Mart Store                               0
                                    17111
- ------------------------------------------------------------------------------------------------------------------------------------
453.     1598                       4617 E. BELL ROAD, PHOENIX, AZ, 85032        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
454.     1599                       11701 METCALF AVE, SHAWNEE MISSION,          Wal*Mart Store                               0
                                    KS,  66210
- ------------------------------------------------------------------------------------------------------------------------------------
455.     1604                       1200 LACROSSE STREET, RAPID CITY, SD,        Wal*Mart Store                               0
                                    57701
- ------------------------------------------------------------------------------------------------------------------------------------
456.     1612                       1650 WEST VALENCIA, TUCSON, AZ, 85706        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
457.     1613                       2710 NORTH MAIN STREET, HIGH                 Wal*Mart Store                               0
                                    POINT,  NC,  27265
- ------------------------------------------------------------------------------------------------------------------------------------
458.     1614                       3500 ROXBORO ROAD, DURHAM, NC, 27704         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
459.     1615                       2203 LOVERIDGE ROAD, PITTSBURG, CA,          Wal*Mart Store                               0
                                    94565
- ------------------------------------------------------------------------------------------------------------------------------------
460.     1617                       4400 EAST SECOND STREET, CASPER, WY,         Wal*Mart Store                               0
                                    82609
- ------------------------------------------------------------------------------------------------------------------------------------
461.     1619                       1200 MARKET PLACE DRIVE                      Wal*Mart Store                               0
                                    HENRIETTA, NY, 14467
- ------------------------------------------------------------------------------------------------------------------------------------
462.     1623                       445 WILKES BARRE TOWNSHIP ROAD, WILKES       Wal*Mart Store                               0
                                    BARRE, PA,  18702
- ------------------------------------------------------------------------------------------------------------------------------------
463.     1624                       2601 FASHION PLAZA, BAKERSFIELD, CA,         Wal*Mart Store                               0
                                    93306
- ------------------------------------------------------------------------------------------------------------------------------------
464.     1627                       1711 HIGHWAY 10 WEST, DILWORTH, MN,          Wal*Mart Store                               0
                                    56529
- ------------------------------------------------------------------------------------------------------------------------------------
465.     1631                       1900 CUNNINGHAM DRIVE, HAMPTON, VA,          Wal*Mart Store                               0
                                    23666
- ------------------------------------------------------------------------------------------------------------------------------------
466.     1636                       1901 22ND AVENUE, SW, MINOT, ND, 58701       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
467.     1645                       1750 LACEY BOULEVARD, HANFORD, CA,           Wal*Mart Store                               0
                                    93230
- ------------------------------------------------------------------------------------------------------------------------------------
468.     1646                       6131 EAST SOUTHERN AVE, MESA, AZ, 85208      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
469.     1648                       4209 SOUTH CARSON STREET, CARSON             Wal*Mart Store                               0
                                    CITY, NV, 89701
- ------------------------------------------------------------------------------------------------------------------------------------
470.     1651                       5180 SONOMA BLVD., VALLE JO, CA, 94589       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
471.     1658                       2205 HARRISON ROAD, THOMSON, GA, 30824       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
472.     1662                       1116 CROSSROADS DRIVE                        Wal*Mart Store                               0
                                    STATESVILLE, NC, 28677
- ------------------------------------------------------------------------------------------------------------------------------------
473.     1663                       157 PARAGON PARKWAY, CLYDE, NC, 28721        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
474.     1664                       2500 FORREST HILLS RD. W.,                   Wal*Mart Store                               0
                                    WILSON, NC, 27893
- ------------------------------------------------------------------------------------------------------------------------------------
475.     1666                       3304 EASTWAY DRIVE, CHARLOTTE, NC,           Wal*Mart Store                               0
                                    28205
- ------------------------------------------------------------------------------------------------------------------------------------
476.     1670                       1135 BERKSHIRE BLVD., WYOMISSING, PA,        Wal*Mart Store                               0
                                    19610
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
477.     1674                       1650 WESEL BLVD., HAGERSTOWN, MD, 21740      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
478.     1682                       4107 PORTSMOUTH BOULEVARD                    Wal*Mart Store                               0
                                    CHESAPEAKE, VA, 23321
- ------------------------------------------------------------------------------------------------------------------------------------
479.     1687                       1200 NORTH MAIN STREET, SUFFOLK, VA,         Wal*Mart Store                               0
                                    23434
- ------------------------------------------------------------------------------------------------------------------------------------
480.     1689                       4401 SOUTH BUCKLEY ROAD, AURORA, CO,         Wal*Mart Store                               0
                                    80015
- ------------------------------------------------------------------------------------------------------------------------------------
481.     1691                       7701 FRONTAGE ROAD, OVERLAND                 Wal*Mart Store                               0
                                    PARK, KS, 66204
- ------------------------------------------------------------------------------------------------------------------------------------
482.     1692                       1120 SOUTH MOUNT VERNON                      Wal*Mart Store                               0
                                    AVE, COLTON, CA, 92324
- ------------------------------------------------------------------------------------------------------------------------------------
483.     1693                       2050 WEST REDLANDS                           Wal*Mart Store                               0
                                    DRIVE, REDLANDS, CA, 92374
- ------------------------------------------------------------------------------------------------------------------------------------
484.     1697                       8465 ELK GROVE BLVD., ELK GROVE, CA,         Wal*Mart Store                               0
                                    95758
- ------------------------------------------------------------------------------------------------------------------------------------
485.     1700                       13425 COMMUNITY ROAD, POWAY, CA, 92064       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
486.     1704                       1501 HELEN POWER DRIVE                       Wal*Mart Store                               0
                                    VACAVILLE, CA, 95687
- ------------------------------------------------------------------------------------------------------------------------------------
487.     1711                       5401 BEACON DRIVE, IRONDALE, AL, 35210       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
488.     1720                       1550 SCENIC HIGHWAY, SNELLVILLE, GA,         Wal*Mart Store                               0
                                    30078
- ------------------------------------------------------------------------------------------------------------------------------------
489.     1726                       1995 EAST MARKET STREET                      Wal*Mart Store                               0
                                    HARRISONBURG, VA, 22801
- ------------------------------------------------------------------------------------------------------------------------------------
490.     1746                       1380 WEST ELLIOT ROAD, TEMPE, AZ,            Wal*Mart Store                               0
                                    85283
- ------------------------------------------------------------------------------------------------------------------------------------
491.     1747                       2560 NORTH PERRIS BLVD, PERRIS, CA,          Wal*Mart Store                               0
                                    92570
- ------------------------------------------------------------------------------------------------------------------------------------
492.     1748                       2245 A ASHLEY CROSSING DRIVE                 Wal*Mart Store                               0
                                    CHARLESTON, SC, 29414
- ------------------------------------------------------------------------------------------------------------------------------------
493.     1751                       6600 GLENWOOD AVE, RALEIGH, NC, 27612        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
494.     1755                       4625 REDWOOD DRIVE, ROHNERT PARK, CA,        Wal*Mart Store                               0
                                    94928
- ------------------------------------------------------------------------------------------------------------------------------------
495.     1756                       17151 FOOTHILL BOULEVARD,                    Wal*Mart Store                               0
                                    FONTANA, CA, 92335
- ------------------------------------------------------------------------------------------------------------------------------------
496.     1760                       1018 RILEY STREET, FOLSOM, CA, 95630         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
497.     1763                       515 COMMERCE DRIVE, BLUEFIELD, VA,           Wal*Mart Store                               0
                                    24605
- ------------------------------------------------------------------------------------------------------------------------------------
498.     1766                       3100 JOHNSON FERRY ROAD,                     Wal*Mart Store                               0
                                    MARIETTA, GA, 30062
- ------------------------------------------------------------------------------------------------------------------------------------
499.     1767                       4540 MAIN STREET, SHALLOTTE, NC, 28470       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
500.     1772                       3600 WASHBURN WAY, KLAMATH FALLS, OR,        Wal*Mart Store                               0
                                    97603
- ------------------------------------------------------------------------------------------------------------------------------------
501.     1773                       12401 JEFFERSON AVENUE, NEWPORT              Wal*Mart Store                               0
                                    NEWS, VA, 23602
- ------------------------------------------------------------------------------------------------------------------------------------
502.     1774                       3000 SOUTH HORNER BLVD, SANFORD, NC,         Wal*Mart Store                               0
                                    27330
- ------------------------------------------------------------------------------------------------------------------------------------
503.     1777                       5900 PERKIOMEN AVENUE, READING, PA,          Wal*Mart Store                               0
                                    19606
- ------------------------------------------------------------------------------------------------------------------------------------
504.     1780                       975 HILTON HEIGHTS,                          Wal*Mart Store                               0
                                    CHARLOTTESVILLE, VA, 22901
- ------------------------------------------------------------------------------------------------------------------------------------
505.     1782                       701 GRAND CENTRAL AVENUE, VIENNA, WV,        Wal*Mart Store                               0
                                    26105
- ------------------------------------------------------------------------------------------------------------------------------------
506.     1784                       3025 LANCASTER DRIVE NE, SALEM, OR,          Wal*Mart Store                               0
                                    97305
- ------------------------------------------------------------------------------------------------------------------------------------
507.     1789                       2350 W KETTLEMAN LANE, LODI, CA, 95242       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
508.     1793                       3002 STACY ALLISON WAY, WOODBURN, OR,        Wal*Mart Store                               0
                                    97071
- ------------------------------------------------------------------------------------------------------------------------------------
509.     1802                       1501 S.W. WANAMAKER, TOPEKA, KS, 66604       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
510.     1805                       78950 HIGHWAY 111, LA QUlNTA, CA, 92253      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
511.     1807                       265 ROUTE 73 NORTH, WEST BERLIN, NJ,         Wal*Mart Store                               0
                                    8091
- ------------------------------------------------------------------------------------------------------------------------------------
512.     1810                       2400 ROUTE #9, FISHKILL, NY, 12524           Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
513.     1811                       1170 NORTH MILITARY                          Wal*Mart Store                               0
                                    HIGHWAY, NORFOLK, VA, 23502
- ------------------------------------------------------------------------------------------------------------------------------------
514.     1815                       3680 WEST SHAW, FRESNO, CA, 93711            Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
515.     1821                       9101 ALBEMARLE ROAD, CHARLOTTE, NC,          Wal*Mart Store                               0
                                    28227
- ------------------------------------------------------------------------------------------------------------------------------------
516.     1823                       495 EISENHOWER DRIVE, HANOVER, PA,           Wal*Mart Store                               0
                                    17331
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
517.     1826                       1819 E. NOBLE AVENUE, VISALIA, CA,           Wal*Mart Store                               0
                                    93291
- ------------------------------------------------------------------------------------------------------------------------------------
518.     1830                       297 GRANT AVENUE, AUBURN, NY, 13021          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
519.     1831                       3949 ROUTE 31, CLAY, NY, 13041               Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
520.     1832                       31033 DATE PALM DRIVE, CATHEDRAL             Wal*Mart Store                               0
                                    CITY, CA, 92234
- ------------------------------------------------------------------------------------------------------------------------------------
521.     1833                       3700 PLANK ROAD, FREDRICKSBURG, VA,          Wal*Mart Store                               0
                                    22407
- ------------------------------------------------------------------------------------------------------------------------------------
522.     1834                       135 TERRY LANE, GRANTS PASS, OR, 97526       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
523.     1835                       2405 VESTAL PARKWAY EAST, VESTAL, NY,        Wal*Mart Store                               0
                                    13950
- ------------------------------------------------------------------------------------------------------------------------------------
524.     1838                       3041 N. RAINBOW BLVD, LAS VEGAS, NV,         Wal*Mart Store                               0
                                    89108
- ------------------------------------------------------------------------------------------------------------------------------------
525.     1840                       1205 S. MAIN STREET, MANTECA, CA, 95336      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
526.     1841                       1521 SAM'S CIRCLE, CHESAPEAKE, VA, 23320     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
527.     1842                       4424 WEST WENDOVER AVE.,                     Wal*Mart Store                               0
                                    GREENSBORO, NC, 27409
- ------------------------------------------------------------------------------------------------------------------------------------
528.     1843                       2375 NORTH 99 WEST, MCMINNVILLE, OR,         Wal*Mart Store                               0
                                    97128
- ------------------------------------------------------------------------------------------------------------------------------------
529.     1844                       950 ROUTE 37 WEST, TOMS RIVER, NJ,           Wal*Mart Store                               0
                                    8755
- ------------------------------------------------------------------------------------------------------------------------------------
530.     1849                       284 SUMMIT SQUARE BLVD,                      Wal*Mart Store                               0
                                    WINSTON-SALEM, NC, 27105
- ------------------------------------------------------------------------------------------------------------------------------------
531.     1850                       1730 LINCOLN WAY EAST                        Wal*Mart Store                               0
                                    CHAMBERSBURG, PA, 17201
- ------------------------------------------------------------------------------------------------------------------------------------
532.     1853                       2171 W FLORIDA AVENUE, HEMET, CA,            Wal*Mart Store                               0
                                    92545
- ------------------------------------------------------------------------------------------------------------------------------------
533.     1859                       646 YOURMAN ROAD, CALEXICO, CA, 92231        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
534.     1862                       1610 RIVERSIDE AVENUE, RIALTO, CA,           Wal*Mart Store                               0
                                    92376
- ------------------------------------------------------------------------------------------------------------------------------------
535.     1869                       150 ROUTE 70 EAST, MARLTON, NJ,  8053        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
536.     1871                       ARSENAL STREET, WATERTOWN, NY, 13601         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
537.     1877                       1250 W HENDERSON AVE.,                       Wal*Mart Store                               0
                                    PORTERVlLLE, CA, 93257
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
538.     1880                       2051 NEW MARK AVENUE, COOS BAY, OR,          Wal*Mart Store                               0
                                    97420
- ------------------------------------------------------------------------------------------------------------------------------------
539.     1881                       7901 WATT AVENUE, ANTELOPE, CA, 95660        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
540.     1884                       900 COMMERCE BLVD, DICKSON CITY, PA,         Wal*Mart Store                               0
                                    18519
- ------------------------------------------------------------------------------------------------------------------------------------
541.     1886                       6520 CARLISLE PIKE                           Wal*Mart Store                               0
                                    MECHANICSBURG, PA, 17055
- ------------------------------------------------------------------------------------------------------------------------------------
542.     1887                       1015 N. LOYALSOCK AVE.,                      Wal*Mart Store                               0
                                    MONTOURSVILLE, PA, 17754
- ------------------------------------------------------------------------------------------------------------------------------------
543.     1896                       8250 RAZORBACK ROAD, COLORADO                Wal*Mart Store                               0
                                    SPRINGS, CO, 80920
- ------------------------------------------------------------------------------------------------------------------------------------
544.     1899                       2663 CANYON SPRINGS PARKWAY,                 Wal*Mart Store                               0
                                    RIVERSIDE, CA, 92507
- ------------------------------------------------------------------------------------------------------------------------------------
545.     1903                       935 THARP ROAD, YUBA CITY, CA, 95993         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
546.     1904                       950 EDWARDS FERRY ROAD, NE,                  Wal*Mart Store                               0
                                    LEESBURG, VA, 20176
- ------------------------------------------------------------------------------------------------------------------------------------
547.     1912                       479 MCKINLEY STREET, CORONA, CA, 91718       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
548.     1914                       4210 E. HIGHLAND AVENUE,                     Wal*Mart Store                               0
                                    HIGHLAND, CA, 92346
- ------------------------------------------------------------------------------------------------------------------------------------
549.     1917                       170 TOWN CENTER PARKWAY, SANTEE, CA,         Wal*Mart Store                               0
                                    92071
- ------------------------------------------------------------------------------------------------------------------------------------
550.     1920                       5250 COMMERCIAL STREET,                      Wal*Mart Store                               0
                                    SE, SALEM, OR, 97306
- ------------------------------------------------------------------------------------------------------------------------------------
551.     1921                       525 RT. 72 WEST, MANAHAWKIN, NJ,  8050       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
552.     1922                       12549 FOOTHILL BLVD., RANCHO                 Wal*Mart Store                               0
                                    CUCAMONGA, CA, 91730
- ------------------------------------------------------------------------------------------------------------------------------------
553.     1940                       279 TROY ROAD, RENSSALEAR, NY, 12144         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
554.     1941                       1950 AUTO CENTER DRIVE, GLENDORA, CA,        Wal*Mart Store                               0
                                    91740
- ------------------------------------------------------------------------------------------------------------------------------------
555.     1963                       2111 FULKERTH ROAD, TURLOCK, CA, 95380       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
556.     1969                       900 WAL-MART WAY, MIDLOTHIAN, VA,            Wal*Mart Store                               0
                                    23113
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
557.     1972                       2700 LAS POSITAS ROAD, LIVERMORE, CA,        Wal*Mart Store                               0
                                    94550
- ------------------------------------------------------------------------------------------------------------------------------------
558.     1976                       830 CO RT 64,  BLDG. #3, ELMIRA, NY,         Wal*Mart Store                               0
                                    14903
- ------------------------------------------------------------------------------------------------------------------------------------
559.     1977                       1872 ROUTE 88, BRICK, NJ,  8723              Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
560.     1983                       1670 MITCHELL ROAD, CERES, CA, 95307         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
561.     1988                       6850 FIVE STAR BLVD., ROCKLIN, CA,           Wal*Mart Store                               0
                                    95677
- ------------------------------------------------------------------------------------------------------------------------------------
562.     1992                       1540 W. FOOTHILL BLVD., UPLAND, CA,          Wal*Mart Store                               0
                                    91786
- ------------------------------------------------------------------------------------------------------------------------------------
563.     1994                       25 CONSUMER SQUARE, PLATTSBURGH, NY,         Wal*Mart Store                               0
                                    12901
- ------------------------------------------------------------------------------------------------------------------------------------
564.     1997                       579 TROY SCHENECTADY ROAD,                   Wal*Mart Store                               0
                                    LATHAM, NY, 12110
- ------------------------------------------------------------------------------------------------------------------------------------
565.     2001                       5125 E. KINGS CANYON, FRESNO, CA,            Wal*Mart Store                               0
                                    93727
- ------------------------------------------------------------------------------------------------------------------------------------
566.     2002                       7900 ARROYO CIRCLE, GILROY, CA, 95020        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
567.     2003                       979 ROUTE 1,  SOUTH, NORTH                   Wal*Mart Store                               0
                                    BRUNSWICK, NJ, 08902
- ------------------------------------------------------------------------------------------------------------------------------------
568.     2005                       2865 N. CANNON BLVD, KANNAPOLIS, NC,         Wal*Mart Store                               0
                                    28083
- ------------------------------------------------------------------------------------------------------------------------------------
569.     2007                       1005 N. STRATFORD ROAD, MOSES                Wal*Mart Store                               0
                                    LAKE, WA, 98837
- ------------------------------------------------------------------------------------------------------------------------------------
570.     2023                       1355 EAST LEHMAN STREET, LEBANON, PA,        Wal*Mart Store                               0
                                    17042
- ------------------------------------------------------------------------------------------------------------------------------------
571.     2025                       3010 W. GRANT LINE ROAD, TRACY, CA,          Wal*Mart Store                               0
                                    95376
- ------------------------------------------------------------------------------------------------------------------------------------
572.     2028                       5200 VAN BUREN BLVD., RIVERSIDE, CA,         Wal*Mart Store                               0
                                    92503
- ------------------------------------------------------------------------------------------------------------------------------------
573.     2029                       3615 CRATER LAKE HWY, MEDFORD, OR,           Wal*Mart Store                               0
                                    97504
- ------------------------------------------------------------------------------------------------------------------------------------
574.     2030                       1101 SANGUINETTI ROAD, SONORA, CA,           Wal*Mart Store                               0
                                    95370
- ------------------------------------------------------------------------------------------------------------------------------------
575.     2031                       30600 DYER STREET, UNION CITY, CA,           Wal*Mart Store                               0
                                    94587
- ------------------------------------------------------------------------------------------------------------------------------------
576.     2032                       2001 N. ROSE AVENUE, OXNARD, CA,             Wal*Mart Store                               0
                                    93030
- ------------------------------------------------------------------------------------------------------------------------------------
577.     2036                       2700 MOUTAINEER BLVD, SOUTH                  Wal*Mart Store                               0
                                    CHARLESTON, WV, 25309
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
578.     2037                       909 EAST WISHKAH, ABERDEEN, WA, 98520        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
579.     2039                       3055 LOUGHBROUGH DRIVE, MERCED, CA,          Wal*Mart Store                               0
                                    95348
- ------------------------------------------------------------------------------------------------------------------------------------
580.     2040                       2106 BURLINGTON - MT HOLLY                   Wal*Mart Store                               0
                                    RD, BURLINGTON, NJ, 08016
- ------------------------------------------------------------------------------------------------------------------------------------
581.     2044                       2044 FOREST AVENUE, CHICO, CA, 95928         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
582.     2048                       300 CHADBOURNE ROAD, FAIRFIELD, CA,          Wal*Mart Store                               0
                                    94533
- ------------------------------------------------------------------------------------------------------------------------------------
583.     2050                       300 EAST LAKE MEAD DRIVE,                    Wal*Mart Store                               0
                                    HENDERSON, NV, 89015
- ------------------------------------------------------------------------------------------------------------------------------------
584.     2056                       16 OLD GLICK ROAD, WILTON, NY, 12866         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
585.     2058                       1725 NEW HOPE CHURCH ROAD,                   Wal*Mart Store                               0
                                    RALEIGH, NC, 27609
- ------------------------------------------------------------------------------------------------------------------------------------
586.     2070                       3101 A STREET, ANCHORAGE, AK, 99515          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
587.     2071                       8900 OLD SEWARD HWY., ANCHORAGE, AK,         Wal*Mart Store                               0
                                    99515
- ------------------------------------------------------------------------------------------------------------------------------------
588.     2074                       1350 S. SEWARD MERIDIAN RD,                  Wal*Mart Store                               0
                                    WASILLA, AK, 99654
- ------------------------------------------------------------------------------------------------------------------------------------
589.     2075                       20120 PINE BROOK BLVD., BEND, OR,            Wal*Mart Store                               0
                                    97702
- ------------------------------------------------------------------------------------------------------------------------------------
590.     2077                       31700 GRAPE STREET, LAKE                     Wal*Mart Store                               0
                                    ELSINORE, CA, 92530
- ------------------------------------------------------------------------------------------------------------------------------------
591.     2082                       12701 TOWN CENTER DRIVE,                     Wal*Mart Store                               0
                                    CERRITOS, CA, 90703
- ------------------------------------------------------------------------------------------------------------------------------------
592.     2084                       1500 NORTH 7TH AVENUE, BOZEMAN, MT,          Wal*Mart Store                               0
                                    59715
- ------------------------------------------------------------------------------------------------------------------------------------
593.     2092                       3000 FORD STREET EXTENSION,                  Wal*Mart Store                               0
                                    OGDENSBURG, NY, 13669
- ------------------------------------------------------------------------------------------------------------------------------------
594.     2093                       710 HORATION STREET, UTICA, NY, 13502        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
595.     2094                       1800 UNIVERSITY DRIVE, VISTA, CA,            Wal*Mart Store                               0
                                    92084
- ------------------------------------------------------------------------------------------------------------------------------------
596.     2096                       100 EAST STREET ROAD, WARMINSTER, PA,        Wal*Mart Store                               0
                                    18974
- ------------------------------------------------------------------------------------------------------------------------------------
597.     2097                       351 FAIRVIEW, HUDSON, NY, 12534              Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
598.     2099                       180 NIBLICK ROAD, PASO ROBLES, CA,           Wal*Mart Store                               0
                                    93446
- ------------------------------------------------------------------------------------------------------------------------------------
599.     2104                       1201 UNION AVENUE, NEWBURGH, NY, 12550       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
600.     2106                       2863 NORTHTOWNE LANE, RENO, NV, 89512        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
601.     2108                       4620 BLACK HORSE PIKE, MAYS                  Wal*Mart Store                               0
                                    LANDING, NJ, 08330
- ------------------------------------------------------------------------------------------------------------------------------------
602.     2109                       2291 NORTH 2ND STREET, MILLVILLE, NJ,        Wal*Mart Store                               0
                                    08332
- ------------------------------------------------------------------------------------------------------------------------------------
603.     2110                       14501 LAKEWOOD BLVD., PARAMOUNT, CA,         Wal*Mart Store                               0
                                    90723
- ------------------------------------------------------------------------------------------------------------------------------------
604.     2111                       5291 HWY 280 SOUTH, BIRMINGHAM, AL,          Wal*Mart Store                               0
                                    35242
- ------------------------------------------------------------------------------------------------------------------------------------
605.     2112                       4915 N. PIMA ROAD, SCOTTSDALE, AZ,           Wal*Mart Store                               0
                                    85251
- ------------------------------------------------------------------------------------------------------------------------------------
606.     2113                       1607 W. BETHANY HOME ROAD,                   Wal*Mart Store                               0
                                    PHOENIX, AZ, 85015
- ------------------------------------------------------------------------------------------------------------------------------------
607.     2116                       891 Rt. 9, GLAN FALLS, NY, 12804             Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
608.     2118                       301 MASSACHUSETTS AVENUE,                    Wal*Mart Store                               0
                                    LUNENBURG, MA, 01462
- ------------------------------------------------------------------------------------------------------------------------------------
609.     2119                       301 RANCH DRIVE, MILPITAS, CA, 95035         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
610.     2125                       440 WADSWORTH BLVD, LAKEWOOD, CO,            Wal*Mart Store                               0
                                    80226
- ------------------------------------------------------------------------------------------------------------------------------------
611.     2126                       95-550 LANIKUHANA AVENUE,                    Wal*Mart Store                               0
                                    MILALANI, HI, 96789
- ------------------------------------------------------------------------------------------------------------------------------------
612.     2130                       2460 LAFAYETTE ROAD, PORTSMOUTH, NH,         Wal*Mart Store                               0
                                    03801
- ------------------------------------------------------------------------------------------------------------------------------------
613.     2131                       1319 SW 37TH STREET, TOPEKA, KS, 66611       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
614.     2134                       8709 CARLEY BLVD., CHARLOTTE, NC, 28262      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
615.     2135                       ROUTE 7, COBLESKILL, NY, 12043               Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
616.     2136                       801 JAMES MADISON HWY, CULPEPER, VA,         Wal*Mart Store                               0
                                    22701
- ------------------------------------------------------------------------------------------------------------------------------------
617.     2137                       5450 NEW HOPE COMONS ROAD,                   Wal*Mart Store                               0
                                    DURHAM, NC, 27707
- ------------------------------------------------------------------------------------------------------------------------------------
618.     2139                       780 THE LYNNWAY, LYNN, MA, 01905             Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
619.     2141                       1601 S. COLUMBUS BLVD.,                      Wal*Mart Store                               0
                                    PHILADELPHIA, PA, 19148
- ------------------------------------------------------------------------------------------------------------------------------------
620.     2142                       300-344 N. BROADWAY, SALEM, NH, 03079        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
621.     2145                       2601 MCARTHUR ROAD, WHITEHALL, PA,           Wal*Mart Store                               0
                                    18052
- ------------------------------------------------------------------------------------------------------------------------------------
622.     2146                       101 SANFORD FARM ROAD,                       Wal*Mart Store                               0
                                    AMSTERDAM, NY, 12010
- ------------------------------------------------------------------------------------------------------------------------------------
623.     2147                       4000 HWY 93 SOUTH, MISSOULA, MT, 59801       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
624.     2150                       710 DENNERY ROAD, SAN DIEGO, CA, 92173       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
625.     2152                       141 WASHINGTON AVENUE, ALBANY, NY, 12203     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
626.     2154                       5805 STATE BRIDGE ROAD, DULUTH, GA,          Wal*Mart Store                               0
                                    30096
- ------------------------------------------------------------------------------------------------------------------------------------
627.     2156                       750 MIDDLE COUNTRY ROAD, MIDDLE              Wal*Mart Store                               0
                                    ISLAND, NY, 11953
- ------------------------------------------------------------------------------------------------------------------------------------
628.     2157                       506 STATE ROAD, NORTH DARTMOUTH, MA,         Wal*Mart Store                               0
                                    02747
- ------------------------------------------------------------------------------------------------------------------------------------
629.     2161                       4501 ROSEWOOD DRIVE, PLEASANTON, CA,         Wal*Mart Store                               0
                                    94588
- ------------------------------------------------------------------------------------------------------------------------------------
630.     2163                       465 BRIDGEPORT AVE, SHELTON, CT, 06484       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
631.     2166                       6438 BASILE ROWE, EAST SYRACUSE, NY,         Wal*Mart Store                               0
                                    13057
- ------------------------------------------------------------------------------------------------------------------------------------
632.     2170                       220 SALEM TURNPIKE, NORWICH, CT, 06360       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
633.     2171                       101 NASSAU PARK BLVD., PRINCETON, NJ,        Wal*Mart Store                               0
                                    08540
- ------------------------------------------------------------------------------------------------------------------------------------
634.     2177                       3382 MURPHY CANYON ROD, SAN DIEGO,           Wal*Mart Store                               0
                                    CA, 92193
- ------------------------------------------------------------------------------------------------------------------------------------
635.     2185                       701 SOUTH ROUTE 11/15,                       Wal*Mart Store                               0
                                    SELINSGROVE, PA, 17870
- ------------------------------------------------------------------------------------------------------------------------------------
636.     2187                       2000 N. WENATCHEE AVENUE,                    Wal*Mart Store                               0
                                    WENATCHEE, WA, 98801
- ------------------------------------------------------------------------------------------------------------------------------------
637.     2189                       4855 KIETZKE LANE, RENO, NV, 89502           Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
638.     2190                       1720 E MAIN ST, WOODLAND, CA, 95776          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
639.     2194                       5800 KINGSTOWN BLVD., ALEXANDRIA, VA,        Wal*Mart Store                               0
                                    22315
- ------------------------------------------------------------------------------------------------------------------------------------
640.     2195                       4900 US HWY #9, HOWELL, NJ, 07731            Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
641.     2200                       150 GOLD STAR HWY, GROTON, CT, 06340         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
642.     2205                       6250 W MANCHESTER MALL, YORK, PA, 17404      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
643.     2206                       27470 ALICIA PARKWAY, LAGUNA                 Wal*Mart Store                               0
                                    NIGUEL, CA, 92656
- ------------------------------------------------------------------------------------------------------------------------------------
644.     2218                       26502 TOWN CENTER DRIVE, FOOTHILL            Wal*Mart Store                               0
                                    RANCH, CA, 92610
- ------------------------------------------------------------------------------------------------------------------------------------
645.     2223                       9499 SHERIDAN BLVD, WEST MINSTER, CO,        Wal*Mart Store                               0
                                    80030
- ------------------------------------------------------------------------------------------------------------------------------------
646.     2227                       777 BROCKTON AVENUE, ABINGTON, MA, 02351     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
647.     2232                       120 COMMERCIAL PARKWAY, BRANFORD, CT,        Wal*Mart Store                               0
                                    06405
- ------------------------------------------------------------------------------------------------------------------------------------
648.     2234                       5807 ROME TABERG ROAD, ROME, NY, 13440       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
649.     2242                       440 N. EUCLID STREETANAHEIM, CA, 92801       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
650.     2245                       705 COLLEGE BLVD., OCEANSIDE, CA, 92054      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
651.     2246                       17 COLBY COURT, BEDFORD, NH, 03110           Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
652.     2247                       2010 KILDAIRE FARM ROAD, CARY, NC, 27511     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
653.     2251                       17150 GALE AVE, CITY OF INDUSTRY, CA,        Wal*Mart Store                               0
                                    91715
- ------------------------------------------------------------------------------------------------------------------------------------
654.     2252                       3722 EASTON NAZARETH HIGHWAY,                Wal*Mart Store                               0
                                    EASTON, PA, 18045
- ------------------------------------------------------------------------------------------------------------------------------------
655.     2253                       13487 CAMINO CANADA, EL CAJON, CA,           Wal*Mart Store                               0
                                    92020
- ------------------------------------------------------------------------------------------------------------------------------------
656.     2255                       87 AIRPORT ROAD, HAZELTON, PA, 18201         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
657.     2258                       7910 RICHMOND HVVY, HYBLAVALLEY, VA,         Wal*Mart Store                               0
                                    22306
- ------------------------------------------------------------------------------------------------------------------------------------
658.     2262                       RT. 23 SOUTHSIDE, ONEONTA, NY, 13820         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
659.     2263                       223 SHOEMAKER ROAD, POTTSTOWN, PA,           Wal*Mart Store                               0
                                    19464
- ------------------------------------------------------------------------------------------------------------------------------------
660.     2264                       1320 ALTAMONT AVE, ROTTERDAM, NY, 12303      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
661.     2265                       3950 GRANDVIEW                               Wal*Mart Store                               0
                                    DRIVE, SIMPSONVILLE, SC, 29681
- ------------------------------------------------------------------------------------------------------------------------------------
662.     2277                       323 WEST SHAW AVE., CLOVIS, CA, 93612        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
663.     2280                       600 SHOWERS DRIVE, MOUNTAIN VIEW, CA,        Wal*Mart Store                               0
                                    94040
- ------------------------------------------------------------------------------------------------------------------------------------
664.     2282                       69 PROSPECT HILL RD, EAST                    Wal*Mart Store                               0
                                    WINDSOR, CT, 06088
- ------------------------------------------------------------------------------------------------------------------------------------
665.     2284                       1060 NEW HAVEN RD, NAUGATUCK, CT, 06770      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
666.     2286                       161 CENTERREACH                              Wal*Mart Store                               0
                                    MALL, CENTERREACH, NY, 11720
- ------------------------------------------------------------------------------------------------------------------------------------
667.     2288                       80 RIO RANCHO ROAD, POMONA, CA, 91766        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
668.     2291                       75 NORTH BROADWAY, CHULA VISTA, CA,          Wal*Mart Store                               0
                                    91910
- ------------------------------------------------------------------------------------------------------------------------------------
669.     2292                       1275 N AZUSA AVENUE, COVINA, CA,             Wal*Mart Store                               0
                                    91722
- ------------------------------------------------------------------------------------------------------------------------------------
670.     2297                       25450 N. THE OLD ROAD, VALENCIA, CA,         Wal*Mart Store                               0
                                    91355
- ------------------------------------------------------------------------------------------------------------------------------------
671.     2299                       161 BERLIN RD, CROMWELL, CT, 06416           Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
672.     2312                       4807 VALLEY VIEW BLVD                        Wal*Mart Store                               0
                                    NW, ROANOKE, VA, 24012
- ------------------------------------------------------------------------------------------------------------------------------------
673.     2314                       94-595 KUPUOHIA STREET, WAIPAHU, HI,         Wal*Mart Store                               0
                                    96797
- ------------------------------------------------------------------------------------------------------------------------------------
674.     2321                       75-1015 HENRY STREET, KAILUA KONAHI,         Wal*Mart Store                               0
                                    96740
- ------------------------------------------------------------------------------------------------------------------------------------
675.     2330                       116 FARMINGTON ROAD, ROCHESTER, NH,          Wal*Mart Store                               0
                                    03867
- ------------------------------------------------------------------------------------------------------------------------------------
676.     2331                       155 WATERFORD PARKWAY,                       Wal*Mart Store                               0
                                    N, WATERFORD, CT, 06385
- ------------------------------------------------------------------------------------------------------------------------------------
677.     2341                       301 FALLS BLVD, QUINCY, MA, 02169            Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
678.     2360                       4725 ASHFORD-DUNWOODY, ATLANTA, GA,          Wal*Mart Store                               0
                                    30338
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
679.     2371                       1092 NORTH COLONY                            Wal*Mart Store                               0
                                    ROAD, WALLINGFORD, CT, 06492
- ------------------------------------------------------------------------------------------------------------------------------------
680.     2401                       1600 SOUTH MOUNTAIN, DUARTE, CA, 91010       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
681.     2438                       217 GARRISONVILLE RD, STAFFORD, VA,          Wal*Mart Store                               0
                                    22554
- ------------------------------------------------------------------------------------------------------------------------------------
682.     2440                       210 WAL MART PLAZA,  STE 3, SYLVA, NC,       Wal*Mart Store                               0
                                    28779
- ------------------------------------------------------------------------------------------------------------------------------------
683.     2444                       1294 UPPER LENOX AVENUE, ONEIDA, NY,         Wal*Mart Store                               0
                                    13421
- ------------------------------------------------------------------------------------------------------------------------------------
684.     2458                       1375 N. DAVIS ROAD, SALINAS, CA, 93907       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
685.     2472                       4550 KESTER MILL                             Wal*Mart Store                               0
                                    RD, WINSTON-SALEM, NC, 27103
- ------------------------------------------------------------------------------------------------------------------------------------
686.     2473                       325 E. MAKAALA STREET, HILO, HI, 96720       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
687.     2479                       3412 COLLEGE AVE, SAN DIEGO, CA, 92115       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
688.     2482                       1305 WEST MAIN STREET, MESA, AZ, 85201       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
689.     2484                       1005 WEST SUGARLAND                          Wal*Mart Store                               0
                                    HWY, CLEWlSTON, FL, 33440
- ------------------------------------------------------------------------------------------------------------------------------------
690.     2494                       2100 VISTA WAY, OCEANSIDE, CA, 92054         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
691.     2495                       13331 BEACH BLVD, WESTMINSTER, CA, 92683     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
692.     2497                       1236 ROUTE 22, PHILIPSBURG, NJ, 08865        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
693.     2507                       2220 SOUTH BRADLEY, SANTA MONICA, CA,        Wal*Mart Store                               0
                                    93455
- ------------------------------------------------------------------------------------------------------------------------------------
694.     2512                       330 W BELL ROAD, PHOENIX, AZ, 85023          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
695.     2513                       270 WAL-MART  WAY, DAHLONEGA, GA, 30533      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
696.     2517                       3600 W. MCFADDEN AVE., SANTA ANACA,          Wal*Mart Store                               0
                                    92704
- ------------------------------------------------------------------------------------------------------------------------------------
697.     2523                       2595 E. IMPERIAL HWY, BREA, CA, 92821        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
698.     2526                       19821 RINALDI ST., PORTER RANCH, CA,         Wal*Mart Store                               0
                                    91326
- ------------------------------------------------------------------------------------------------------------------------------------
699.     2536                       1110 E. PROSPERITY AVE, TULARE, CA,          Wal*Mart Store                               0
                                    93274
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
700.     2537                       1515 DANA DRIVE, REDDING, CA, 96002          Wal*Mart Store                              0

- ------------------------------------------------------------------------------------------------------------------------------------
701.     2546                       2300 N. TUSTIN STREET, ORANGE, CA,           Wal*Mart Store                               0
                                    92865
- ------------------------------------------------------------------------------------------------------------------------------------
702.     2553                       6650 HEMBREE LANE, WINDSOR, CA, 95492        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
703.     2556                       1168 WEST BRANCH STREET, ARROYO              Wal*Mart Store                               0
                                    GRANDE, CA, 93420
- ------------------------------------------------------------------------------------------------------------------------------------
704.     2557                       8400 ROSEDALE                                Wal*Mart Store                               0
                                    HIGHWAY, BAKERSFIELD, CA, 93312
- ------------------------------------------------------------------------------------------------------------------------------------
705.     2565                       4191 SOUTH AMHERST HWY, MADISON              Wal*Mart Store                               0
                                    HEIGHTS, VA, 24572
- ------------------------------------------------------------------------------------------------------------------------------------
706.     2566                       #4 CHARLES TOWN PLAZA, CHARLES               Wal*Mart Store                               0
                                    TOWN, WV, 25414
- ------------------------------------------------------------------------------------------------------------------------------------
707.     2568                       8333 VAN NUYS BLVD, PANORAMA                 Wal*Mart Store                               0
                                    CITY, CA, 91402
- ------------------------------------------------------------------------------------------------------------------------------------
708.     2569                       RT. 10 LEDGEWOOD MALL, LEDGEWOOD,            Wal*Mart Store                               0
                                    NJ, 7852
- ------------------------------------------------------------------------------------------------------------------------------------
709.     2580                       1415 SUNSET AVE., CLINTON, NC, 28328         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
710.     2598                       3661 TRUXEL ROAD, SACRAMENTO, CA, 95833      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
711.     2609                       2770 CARSON STREET, LAKEWOOD, CA,            Wal*Mart Store                               0
                                    90712
- ------------------------------------------------------------------------------------------------------------------------------------
712.     2610                       77 NORMAN MORGAN BLVD, LOGAN, WV,            Wal*Mart Store                               0
                                    25601
- ------------------------------------------------------------------------------------------------------------------------------------
713.     2621                       255 COCHRAN STREET, SIMI VALLEY, CA,         Wal*Mart Store                               0
                                    93065
- ------------------------------------------------------------------------------------------------------------------------------------
714.     2648                       1919 DAVIS STREET, SAN LEANDRO, CA,          Wal*Mart Store                               0
                                    94577
- ------------------------------------------------------------------------------------------------------------------------------------
715.     2697                       4893 LONE TREE WAY, ANTIOCH, CA 94509        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
716.     2704                       1021 HIGH POINT ROAD, RANDLEMAN, NC,         Wal*Mart Store                               0
                                    27317
- ------------------------------------------------------------------------------------------------------------------------------------
717.     2730                       110 RIVER OAKS DR., TARBORO, NC,             Wal*Mart Store                               0
                                    27886
- ------------------------------------------------------------------------------------------------------------------------------------
718.     2749                       254 HALLTOWN RD., SPRUCE PINE, NC,           Wal*Mart Store                               0
                                    28777
- ------------------------------------------------------------------------------------------------------------------------------------
719.     2772                       1675 N. HOWE ST., SOUTHPORT, NC,             Wal*Mart Store                               0
                                    28461
- ------------------------------------------------------------------------------------------------------------------------------------
720.     2793                       1130 S. MAIN ST., KERNERSVILLE, NC,          Wal*Mart Store                               0
                                    27284
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------

721.     2842                       1290 EAST ONTARIO AVE, CORONA, CA,           Wal*Mart Store                               0
                                    92881
- ------------------------------------------------------------------------------------------------------------------------------------
722.     2845                       14215 U.S. HWY 64 WEST, SILER                Wal*Mart Store                               0
                                    CITY, NC, 27344
- ------------------------------------------------------------------------------------------------------------------------------------
723.     2929                       3030 N. MAIN, HOPE MILLS, NC, 28348          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
724.     FRED MEYER STORES, INC.,   FRED MEYER STORES, PO BOX 42121,             MASTER LEASE - SEE BELOW FOR            75420.65
         ROUNDUP CO., GRAND         PORTLAND,  OR  97282                         INDIVIDUAL STORE LEASES.
         CENTRAL, INC., FRED
         MEYER OF ALASKA, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
725.     7601                       NORTHERN LIGHTS FM,  AK                      Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
726.     7602                       DIMOND FM,  AK                               Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
727.     7603                       WEST FAIRBANKS FM,  AK                       Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
728.     7604                       EAST ANCHORAGE FM,  AK                       Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
729.     7605                       SOLDOTNA FM,  AK                             Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
730.     7606                       5-MILE FM,  ID                               Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
731.     7607                       GARDEN CITY FM,  ID                          Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
732.     7609                       BEAVERTON FM,  OR                            Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
733.     7610                       INTERSTATE FM,  OR                           Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
734.     7611                       OREGON CITY FM,  OR                          Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
735.     7612                       TUALATIN FM,  OR                             Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
736.     7613                       CORNELIUS FM,  OR                            Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
737.     7614                       MEDFORD FM,  OR                              Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
738.     7615                       GATEWAY FM,  OR                              Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
739.     7616                       NORTH COAST FM,  OR                          Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
740.     7617                       WEST BEAVERTON FM,  OR                       Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
741.     7618                       GRESHAM FM,  OR                              Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
742.     7619                       THE DALLES FM,  OR                           Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
743.     7620                       DIVISION FM,  OR                             Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
744.     7621                       CLACKAMAS FM,  OR                            Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
745.     7622                       JOHNSON CREEK FM,  OR                        Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
746.     7623                       HOLLYWOOD WEST FM,  OR                       Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
747.     7624                       ROSEBURG FM,  OR                             Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
748.     7625                       KLAMATH FALLS FM,  OR                        Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
749.     7626                       BROOKINGS FM,  OR                            Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
750.     7627                       TILLAMOOK FM,  OR                            Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
751.     7628                       GRANTS PASS FM,  OR                          Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
752.     7629                       COOS BAY FM,  OR                             Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
753.     7630                       NEWPORT FM,  OR                              Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
754.     7631                       MONROE FM,  WA                               Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
755.     7632                       RENTON CENTER FM,  WA                        Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
756.     7633                       PACIFIC FM,  WA                              Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
757.     7634                       STEVENS FM,  WA                              Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
758.     7635                       BREMERTON FM,  WA                            Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
759.     7636                       BONNEY LAKE FM,  WA                          Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
760.     7637                       RICHLAND FM,  WA                             Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
761.     7638                       PUYALLUP FM,  WA                             Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
762.     7639                       LYNNWOOD FM,  WA                             Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
763.     7640                       BELLEVUE FM,  WA                             Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
764.     7641                       AURORA FM,  WA                               Fred Meyer Store                             0

- -----------------------------------------------------------------------------------------------------------------------------------
765.     7642                       MIDWAY FM,  WA                               Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
766.     7643                       MILL PLAIN FM,  WA                           Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
767.     7644                       LONGVIEW FM,  WA                             Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
768.     7646                       MARYSVILLE FM,  WA                           Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
769.     7647                       COVINGTON FM,  WA                            Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
770.     7648                       BENSON PLAZA FM,  WA                         Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
771.     7649                       EVERETT FM,  WA                              Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
772.     7650                       AUBURN FM,  WA                               Fred Meyer Store                             0

- -----------------------------------------------------------------------------------------------------------------------------------
773.     7651                       GREENWOOD FM,  WA                            Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
774.     7652                       LACEY FM,  WA                                Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
775.     7653                       WASILLA,  AK                                 Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
776.     7654                       BALLARD,  WA                                 Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
777.     7657                       HILLSBORO,  OR                               Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
778.     7658                       KENNEWICK,  WA                               Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
779.     7826                       NAMPA,  ID                                   Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
780.     INDIVIDUAL OD LEASES -     SEE BELOW FOR INDIVIDUAL OD LEASES.         STORE NUMBER WHERE OD IS LOCATED.
         WAL*MART, FRED MEYER,
         AND MILITARY
- ------------------------------------------------------------------------------------------------------------------------------------
781.     LARRY DECKER               SK 12-B LAKE CHEROKEE RD, HENDERSON, TX       131                                         0
                                    75652
- ------------------------------------------------------------------------------------------------------------------------------------
782.     LARRY DECKER               SK 12-B LAKE CHEROKEE RD, HENDERSON, TX       140                                         0
                                    75652
- ------------------------------------------------------------------------------------------------------------------------------------
783.     DAVID & KAREN WESLEY       238 CHERRYWOOD PL, SUMITON, AL 35148          287                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
784.     DARLENE HARRIS             261 CARTERTON HEIGHTS, OXFORD, AL 36203       329                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
785.     ROB CHRISTENSEN            1211 N. 13TH AVE. # 1131, DODGE CITY,         372                                         0
                                    KS  67801
- ------------------------------------------------------------------------------------------------------------------------------------
786.     SAMUEL CHARENDOFF          9717 CYPRESSWOOD APT 802, HOUSTON, TX         400                                         0
                                    77070
- ------------------------------------------------------------------------------------------------------------------------------------
787.     KENT YARBROUGH             328 OMEGA DRIVE, LAWRENCEVILLE, GA            510                                         0
                                    30244
- ------------------------------------------------------------------------------------------------------------------------------------
788.     PAMELA LEDFORD             P. O. Box 1203, Murphy, NC 28906              515                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
789.     WILLIAM WHITE              1962 HOWELL BRIDGE ROAD, BALL GROUND,         518                                         0
                                    GA  30107
- ------------------------------------------------------------------------------------------------------------------------------------
790.     CATHERINE BROOKS           26 WATERFORD OAKS LANE, KEMAH, TX             529                                         0
                                    77565
- ------------------------------------------------------------------------------------------------------------------------------------
791.     WOODSON HARVEY             2050 No. Mall Blvd., ALEXANDRIA, LA           539                                         0
                                    71301
- ------------------------------------------------------------------------------------------------------------------------------------
792.     MEHDI KAZEM                2112 RIVERHEIGHTS WALK, MARIETTA, GA          548                                         0
                                    30067
- ------------------------------------------------------------------------------------------------------------------------------------
793.     DENNIS CROWE               7105 AFTON DRIVE, KNOXVILLE, TN 37918         556                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
794.     CALEB ABBOTT               822 BIRCH, MARION,  KS  66861                 557                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
795.     SIDNEY GOTTLIEB            210 GATSBY PLACE, ALPHARETTA, GA 30202        575                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
796.     JAMES PETRO                790 SAGEWOOD DR., LAKELAND, FL 33813          580                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
797.     WILLIAM STEVENS            218 WHITEFRIARS LANE, MATTHEWS, NC            585                                         0
                                    28105
- ------------------------------------------------------------------------------------------------------------------------------------
798.     MICHAEL GARNER             1731 PINEKNOLL LN, ALBANY,  GA  31707         588                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
799.     TIM PERRY                  3856 STRATFORD CIRCLE, VALDOSTA,  GA          593                                         0
                                    31605
- ------------------------------------------------------------------------------------------------------------------------------------
800.     RAUL QUINTANILLA           4915 1/2 WALKER, HOUSTON,  TX  77023          602                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
801.     DEIDRA CASAUS              3406 BANDOLINA, ROSWELL,  NM  88201           611                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
802.     SEAN COUGHLIN              107 SUNNY  POINT CIRCLE, LA GRANGE, GA        614                                         0
                                    30240
- ------------------------------------------------------------------------------------------------------------------------------------
803.     NHORA ABRIL-SHAW           4552 CANDYTUFT WAY, ACWORTH, GA 30102         618                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
804.     RAYMOND JIMISON            443 FOREST AVENUE, SPARTANBURG, SC            625                                         0
                                    29302
- ------------------------------------------------------------------------------------------------------------------------------------
805.     DAVID BANG                 602 FAIRINGTON DRIVE, SUMMERVILLE, SC         628                                         0
                                    29485
- ------------------------------------------------------------------------------------------------------------------------------------
806.     TRACY HINSON               PO BOX 2505, EASLEY,  SC  29647               631                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
807.     DAVID CORCORAN             1481 HIGHWAY 17 N., MT PLEASANT, SC           632                                         0
                                    29464
- ------------------------------------------------------------------------------------------------------------------------------------
808.     NEIL CALLAWAY              12300 APACHE AV  #1722, SAVANNAH, GA          635                                         0
                                    31419
- ------------------------------------------------------------------------------------------------------------------------------------
809.     CRAIG STAAB                732 BECKLEY LANE, CHESAPEAKE, VA              639                                         0
                                    23322
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
810.     KRIS REIMER                802 FLEMING, GARDEN CITY, KS 67846            652                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
811.     DAVID NESTOROWICZ          155 ARABIAN DRIVE, MADISON, AL 35758          662                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
812.     DAVID PIFER                9639 Cool Way, Soddy-Daisy, TN 37379          669                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
813.     ROBERT HELM                209 SCOTT LANE, JONESBORO,  TN  37659         680                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
814.     DAVID SPURLOCK             25 PEMBROKE DRIVE, HILTON HEAD, SC            728                                         0
                                    29926
- ------------------------------------------------------------------------------------------------------------------------------------
815.     CARLA LINDSEY              3435 ROCK CREEK DRIVE, REX, GA 30273          745                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
816.     KRYSTAL BRAGG              5821 NEWINGTON HIGHWAY, SYLVANIA, GA          754                                         0
                                    30467
- ------------------------------------------------------------------------------------------------------------------------------------
817.     NAVIN SINGH                103 KNIGHTS COURT, ROYAL PALM BEACH,          758                                         0
                                    FL 33411
- ------------------------------------------------------------------------------------------------------------------------------------
818.     MCARTHUR GRIFFIN           3278 ROCK CREEK DR., REX, GA 30273            787                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
819.     MICHAEL CALHOUN            200 W. 62ND STREET, HUTCHINSON, KS            794                                         0
                                    67502
- ------------------------------------------------------------------------------------------------------------------------------------
820.     RICARDO SALVAT             2216 DURANGO COURT, LAS CRUCES,  NM           806                                         0
                                    88011-8014
- ------------------------------------------------------------------------------------------------------------------------------------
821.     D.C. DEAN                  9620 PERALTA NE, ALBUQUERQUE,  NM  87109      824                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
822.     JAMES CUTLER               #1 COUNTY ROAD 5152, BLOOMFIELD,  MN          826                                         0
                                    87413
- ------------------------------------------------------------------------------------------------------------------------------------
823.     KEVIN MORRIS               8621 LAS CAMAS NE, ALBUQUERQUE, NM            829                                         0
                                    87111
- ------------------------------------------------------------------------------------------------------------------------------------
824.     MICHELLE COHEN             2700 VISTA GRANDE DRIVE NW APT.               835                                         0
                                    48, ALBUQURQUE,  NM  87120
- ------------------------------------------------------------------------------------------------------------------------------------
825.     VICTORIA FERGESON          9604 ALLANDE RD,  NE, ALBUQUERQUE, NM         850                                         0
                                    87109
- ------------------------------------------------------------------------------------------------------------------------------------
826.     JOHN DAVIS                 809 ELDORA DRIVE, ROSWELL,  NM  88201         851                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
827.     JOANN KING                 201 BELLVUE CIR, MOBILE,  AL  36608           866                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
828.     DAVID AYCOCK               120 EAST PHIFER STREET, MONROE, NC            877                                         0
                                    28110
- ------------------------------------------------------------------------------------------------------------------------------------
829.     JOHN SNYDER                3390 SUMMIT TRAIL, CUMMING, GA 30130          878                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
830.     JOHN BRINKLEY              360 HARBISON BLVD, COLUMBIA, SC 29212         881                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
831.     DIANA MAURER               108 NORTHFIELD DR, THOMASVILLE, GA            889                                         0
                                    31757
- ------------------------------------------------------------------------------------------------------------------------------------
832.     JAY JACKSON                800 VALERIE PLACE, VALDOSTA, GA               899                                         0
                                    31605
- ------------------------------------------------------------------------------------------------------------------------------------
833.     BARUN HAZRA                6405 WESTWARD,  #78, HOUSTON,  TX             915                                         0
                                    77081
- ------------------------------------------------------------------------------------------------------------------------------------
834.     JAMIE JORDAN               9854 S. ROSEMONT AVE. # 5206, LONE            924                                         0
                                    TREE, CO  80124
- ------------------------------------------------------------------------------------------------------------------------------------
835.     LARRY FLEMING              P.O. BOX 244, MORGANTON, NC 28680             948                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
836.     LORENZO JONES              501 LEE AVE., EASTMAN,  GA  31023             952                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
837.     MILDRED  LOPEZ             1301 MONARCH AVE., LONGMONT,  CO  80501       980                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
838.     WILLIAM PFLUEGER           262 S. CEDAR CREEK, CORDELE,  GA  31015      1006                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
839.     THOMAS "ED" MCMAINS        P.O. BOX 2357, RINCON,  GA  31326            1011                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
840.     LASHETA PRICE              553 SURRY TRACE CIRCLE, CONCORD,  NC         1027                                         0
                                    28027
- ------------------------------------------------------------------------------------------------------------------------------------
841.     DAVID MCDANIEL             510 W. KING/ P.O. BOX 1127, KINGS            1034                                         0
                                    MOUNTAIN,  NC  28086
- ------------------------------------------------------------------------------------------------------------------------------------
842.     KENNETH TURNER             214 CHARLOTTE ROAD, RUTHERFORDTON,  NC       1036                                         0
                                    28139
- ------------------------------------------------------------------------------------------------------------------------------------
843.     LESLIE NIENABER-DUNN       4200 REDWING CIRCLE, WINSTON-SALEM,  NC      1039                                         0
                                    27106
- ------------------------------------------------------------------------------------------------------------------------------------
844.     KYLE JONES                 9412 PARKWOOD AVE, DOUGLASVILLE,  GA         1047                                         0
                                    30135
- ------------------------------------------------------------------------------------------------------------------------------------
845.     ALAN WINESETT              RT. 2,  BOX 598, CONOVER,  NC  28613         1064                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
846.     DAVID WELLS                1104 NEW DOVER ROAD, APEX,  NC  27502        1097                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
847.     PERRYLEE                   1440 PARKS MILL TRACE, GREENSBORO,  GA       1121                                         0
                                    30642
- ------------------------------------------------------------------------------------------------------------------------------------
848.     MANAY CLARK                2705 WINCREST CIRCLE, GARDENDALE,  AL        1124                                         0
                                    35071
- ------------------------------------------------------------------------------------------------------------------------------------
849.     STEPHEN HEADLEE            1226 EAST DIXIE DRIVE, ASHEBORO,  NC         1132                                         0
                                    27203
- ------------------------------------------------------------------------------------------------------------------------------------
850.     DAVE NOONAN                4101 Beauvista Drive, Charlotte,  NC         1156                                         0
                                    28269
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
851.     MANSUR NURDEL              10022 STRATHFIELD LANE, HIGHLANDS RANCH,     1208                                         0
                                    CO  80126
- ------------------------------------------------------------------------------------------------------------------------------------
852.     W. MARK SIGMON             365 MAIN AVENUE, SW, HICKORY, NC 28602       1209                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
853.     KENNETH JEFFERS            1261 AVENIDA KINO, CASA GRANDE, AZ           1218                                         0
                                    85222
- ------------------------------------------------------------------------------------------------------------------------------------
854.     JEFFREY HOOVER             4091 PINERIDGE ROAD, APPLING, GA 30802       1227                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
855.     MARY JO DEXTER             102 WHIT COURT, ANGIER,  NC  27501           1237                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
856.     KENT RISK                  309 VALLEY ROAD, FAYETTEVILLE, NC 28305      1238                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
857.     JOEL WYNNE                 260 HILLCREST ST., SYLVA, NC 28779           1242                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
858.     NANCY MAHLIE               10 HICKORY RIDGE, GREENVILLE, SC 29609       1244                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
859.     RONALD HARRIS              9788 S. DAMPLER WAY, HIGHLANDS RANCH,        1252                                         0
                                    CO  80126
- ------------------------------------------------------------------------------------------------------------------------------------
860.     KENT RISK                  309 VALLEY ROAD, FAYETTEVILLE, NC            1261                                         0
                                    28305
- ------------------------------------------------------------------------------------------------------------------------------------
861.     GEORGE KATSOUDAS           502 ALAMANCE RD., BURLINGTON,  NC  27215     1287                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
862.     JODY PAPAZEKOS             4131 WANDERING LN, HICKORY,  NC  28601       1290                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
863.     GARY GRAMMOND              10271 EAST COVINGTON ST, TUSCON,  AZ         1291                                         0
                                    85748
- ------------------------------------------------------------------------------------------------------------------------------------
864.     BASIL COOMBS               1371 WATERSTON DR., EVANS,  GA  30809        1293                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
865.     JAMES MENIUS               4500 TENELLA RD, NEW BERN,  NC  28562        1300                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
866.     PAUL ARNOLD                132 CLEAR WATER ROAD, LEWISBURG,  NC         1321                                         0
                                    27549
- ------------------------------------------------------------------------------------------------------------------------------------
867.     DON TEMPLE                 RT 1 BOX 546, PINEY CREEK,  NC  28663        1337                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
868.     DANNY O'NEIL               500 OLD GREENVILLE RD., STAUNTON,  VA        1344                                         0
                                    24401
- ------------------------------------------------------------------------------------------------------------------------------------
869.     L. SIDNEY CHRISTIAN        111 RIVER ACRES WEST, WASHINGTON, NC         1354                                         0
                                    27889
- ------------------------------------------------------------------------------------------------------------------------------------
870.     ROBERT HILLSGROVE          2131 INVERNESS PARKWAY, TUSCALOOSA, AL       1367                                         0
                                    35405
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
871.     CHRIS BATEMAN              5501 LAKE EDGE DRIVE, HOLLY SPRING, NC       1372                                         0
                                    27540
- ------------------------------------------------------------------------------------------------------------------------------------
872.     ROOZBEH YAZDANI            5304 WOODIRON DR., DULUTH, GA 30097          1373                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
873.     DAVID DEVERE               BOX 20564, GREENVILLE, NC 27858              1379                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
874.     VALERIE WISE               812 SCOTTY COURT, CRAMERTON, NC 28032        1385                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
875.     JOOEUN CHOE                # 320 WHITEBRIDGE RD., HAMPSTEAD, NC         1392                                         0
                                    28443
- ------------------------------------------------------------------------------------------------------------------------------------
876.     MICHAEL SERRANO            3101 FLOWERS RD. APT E, ATLANTA,  GA         1403                                         0
                                    30341
- ------------------------------------------------------------------------------------------------------------------------------------
877.     CHRISTINA GALOS            742 E. ESPADA, EL PASO,  TX  79912           1414                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
878.     ROD BAUER                  933 SUNLIT DRIVE, PRESCOTT,  AZ  86303       1417                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
879.     JEAN BURN                  20313 HICKORY BRANCH DR, PETERSBURG, VA      1424                                         0
                                    23803
- ------------------------------------------------------------------------------------------------------------------------------------
880.     HOWARD KLAPPER             607 FLEMING ST., RAVENSWOOD,  WV 26164       1450                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
881.     PAUL FINE                  6736 OLDE SAVANNAH ROAD, CHARLOTTE, NC       1464                                         0
                                    28227
- ------------------------------------------------------------------------------------------------------------------------------------
882.     TIMOTHY MILLER             236A NORTHPOINT AVE, HIGH POINT,  NC         1498                                         0
                                    27262
- ------------------------------------------------------------------------------------------------------------------------------------
883.     MICHAEL DEUTSCHER          2921 N. Goveneour,  Apt 211, Wichita, KS     1507                                         0
                                    67226
- ------------------------------------------------------------------------------------------------------------------------------------
884.     JEFF YUNKER                285 GRASSY HILLS LANE, GRAND FORKS, ND       1534                                         0
                                    58201
- ------------------------------------------------------------------------------------------------------------------------------------
885.     JEFF GATES                 3002 DOGWOOD RD., BRIDGEPORT,  WV  26330     1544                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
886.     JEFF YUNKER                285 GRASSY HILLS LANE, GRAND FORKS,  ND      1545                                         0
                                    58201
- ------------------------------------------------------------------------------------------------------------------------------------
887.     S. ERIC STENSLAND          7511 SHORELINE DRIVE, STOCKTON, CA           1554                                         0
                                    95219
- ------------------------------------------------------------------------------------------------------------------------------------
888.     STEVE ARNQUIST             P.O. BOX 4434, EL CENTRO,  CA  92244         1555                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
889.     STEPHANIE LEE              10548 MEADOW MIST AVE., LAS VEGAS, NV        1560                                         0
                                    89135
- ------------------------------------------------------------------------------------------------------------------------------------
890.     ROBERT SMITH               2913 WOODGLEN DRIVE, BAKERSFIELD, CA         1574                                         0
                                    93311
- ------------------------------------------------------------------------------------------------------------------------------------
891.     JEFF YUNKER                285 GRASSY HILLS LANE, GRAND FORKS, ND       1581                                         0
                                    58201
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
892.     SANDRA OWYOUNG             7338 NORTH TAMERA, FRESNO,  CA  93711        1583                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
893.     ALBERT BOYER               8804 SUMMERIDGE DR., LAS VEGAS,  NV          1584                                         0
                                    89134
- ------------------------------------------------------------------------------------------------------------------------------------
894.     PHILIP ETCHELLS            9106 S.V.L. BOX, VICTORVILLE,  CA  92392     1588                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
895.     LOUIS VERDELLI             1005 W. AREBA AVENUE, HERSHEY,  PA           1591                                         0
                                    17033
- ------------------------------------------------------------------------------------------------------------------------------------
896.     PAUL KLENKLEN              6137 ANTIOCH RD., MERRIAM,  KS  66202        1599                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
897.     ROBERT WILSON              3146 PLAYER DR, RAPID CITY,  SD              1604                                         0
                                    57702-5041
- ------------------------------------------------------------------------------------------------------------------------------------
898.     RAYMOND SHERBAN            5216 N. PASEO ARENAL, TUCSON,  AZ  85750     1612                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
899.     TIMOTHY MILLER             236A NORTHPOINT AVE, HIGH POINT,  NC         1613                                         0
                                    27262
- ------------------------------------------------------------------------------------------------------------------------------------
900.     DAVID HORTON               167 FOXCROFT DRIVE, TIMBERL KE, NC           1614                                         0
                                    27583
- ------------------------------------------------------------------------------------------------------------------------------------
901.     SUSAN LINK                 6183 GIRVIN DRIVE, OAKLAND,  CA  94611       1615                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
902.     DOUG HODGSON               BOX 237, SHERIDAN,  WY  82801                1617                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
903.     JOHN PLOW                  44 WINTERGREEN WAY, ROCHESTER, NY            1619                                         0
                                    14618
- ------------------------------------------------------------------------------------------------------------------------------------
904.     PATRICIA BUTLER            129 RIVER STREET, KINGSTON,  PA  18704       1623                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
905.     F. BARRY JACOBS            7913 SECHART COURT, BAKERSFIELD,  CA         1624                                         0
                                    93309
- ------------------------------------------------------------------------------------------------------------------------------------
906.     JAY KISCH                  806 4 1/2  Ave. NE, Barnesville,  MN         1627                                         0
                                    56514
- ------------------------------------------------------------------------------------------------------------------------------------
907.     BERNARD FRIEDLAND          836 N. 1ST STREET, HAMPTON,  VA  23664       1631                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
908.     JEFF YUNKER                285 GRASSY HILLS LANE, GRAND FORKS,  ND      1636                                         0
                                    58201
- ------------------------------------------------------------------------------------------------------------------------------------
909.     LUCIA TREDICI              8325 VIA DE LA LUNA, SCOTTSDALE,  AZ         1646                                         0
                                    85258
- ------------------------------------------------------------------------------------------------------------------------------------
910.     GARY ABEL                  P.O.BOX 2501, RENO,  NV  89505               1648                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
911.     DAVID CHIANG               535 PEIRCE STREET # 3303, ALBANY,  CA        1651                                         0
                                    94706
- ------------------------------------------------------------------------------------------------------------------------------------
912.     FREDRICK GODIN             P. O. BOX 697, SANDERSVILLE,  GA  31082      1658                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
913.     CHARLES TROMBA             355 COOL SPRINGS RD., STATESVILLE,  NC       1662                                         0
                                    28677
- ------------------------------------------------------------------------------------------------------------------------------------
914.     BOB LEHMAN                 153 HIDEAWAY LN, WAYNESVILLE,  NC  28786     1663                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
915.     MARK JACOBS                4309 DEER  CREEK DR, WILSON, NC 27896        1664                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
916.     PAUL FINE                  6736 OLDE SAVANNAH ROAD, CHARLOTTE, NC       1666                                         0
                                    28227
- ------------------------------------------------------------------------------------------------------------------------------------
917.     RICHARD CHRISTOPH          2444 GARFIELD AV, WEST LAWN,  PA  19609      1670                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
918.     STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK,  MD          1674                                         0
                                    21702
- ------------------------------------------------------------------------------------------------------------------------------------
919.     DAVID TANG                 2380 HAVERSHAM CLOSE, VIRGINIA BEACH,        1682                                         0
                                    VA  23454
- ------------------------------------------------------------------------------------------------------------------------------------
920.     DAVID TANG                 2380 HAVERSHAM CLOSE, VIRGINIA BEACH,        1687                                         0
                                    VA  23454
- ------------------------------------------------------------------------------------------------------------------------------------
921.     ERIC WEHRENBERG            4494 S. HANNIBAL WAY APT 423, AURORA,        1689                                         0
                                    CO  80015
- ------------------------------------------------------------------------------------------------------------------------------------
922.     THOMAS MACK                17785 CODY, OLATHE,  KS  66062               1691                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
923.     GEORGE SAUNDERS            662  LA MERAD DR, REDLANDS,  CA  92373       1692                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
924.     SCOTT SWANSON              9582 HAMILTON AVE., HUNTINGTON BEACH,        1693                                         0
                                    CA  92647
- ------------------------------------------------------------------------------------------------------------------------------------
925.     DAVID LEE                  9478 MEDSTEAD WAY, ELK GROVE,  CA  95758     1697                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
926.     GERALD FLANAGAN            13446 POWAY RD. PMB 208, POWAY,  CA  92046   1700                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
927.     JULIE LIEUW                3022 PRADO LANE, DAVIS,  CA  95616           1704                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
928.     DAVID PICKRELL             5753 EIGHTH COURT S., BIRMINGHAM,  AL        1711                                         0
                                    35212
- ------------------------------------------------------------------------------------------------------------------------------------
929.     MARY KENNEDY               1850 MILLFIELD CIRCLE SW, SNELLVILLE,        1720                                         0
                                    GA  30078
- ------------------------------------------------------------------------------------------------------------------------------------
930.     MIKE  GOWEN                135 BROOKWOOD RD, STAUNTON,  VA  24401       1726                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
931.     CHAROLETTE  BARNES-LEBANC  29314 BIRDY CT., NUEVO,  CA  92567           1747                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
932.     PATRICK SMITH              1527 HIDDEN BRIDGE DR, MT PLEASANT,  SC      1748                                         0
                                    29464
- ------------------------------------------------------------------------------------------------------------------------------------
933.     DAVID WELLS                1104 NEW DOVER ROAD, APEX,  NC  27502        1751                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
934.     GORDON WONG                1712 SPYGLASS ROAD, PETALUMA, CA 94954       1755                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
935.     JENNY TIET                 5816 Los Arcos Way, Buena Park, CA           1756                                         0
                                    90620
- ------------------------------------------------------------------------------------------------------------------------------------
936.     GARY SCHEFFEL              2815 CLEMSON DRIVE, CAMERON PARK, CA         1760                                         0
                                    95682
- ------------------------------------------------------------------------------------------------------------------------------------
937.     GEORGE GILLESPIE           P.O. BOX 296, ATHENS,  WV  24712             1763                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
938.     JUDITH BERNSTEIN           7475 HALF PENNY PLACE, ATLANTA, GA           1766                                         0
                                    30350
- ------------------------------------------------------------------------------------------------------------------------------------
939.     DONALD JOHNSON             635 THORNTON WAY, ASHLAND,  OR  97520        1772                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
940.     GREG JELLENEK              3804 PINE GROVE CIRCLE, CHESAPEAKE, VA       1773                                         0
                                    23321
- ------------------------------------------------------------------------------------------------------------------------------------
941.     KATHY JOHNSON              5149 LINKSLAND DRIVE, HOLLY SPRINGS, NC      1774                                         0
                                    27540
- ------------------------------------------------------------------------------------------------------------------------------------
942.     STEVEN SERVEY              2815 LEON AVE., NORRISTOWN,  PA  19403       1777                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
943.     STEVEN VEST                3340 South Trotter Lane, Flagstaff, AZ       1780                                         0
                                    86001
- ------------------------------------------------------------------------------------------------------------------------------------
944.     JOHN STAVRAKIS             5202 GLENBROOK DRIVE, VIENNA, WV 26105       1782                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
945.     JOSE MARIN                 8635 SW LEAHY RD, PORTLAND, OR 97225         1784                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
946.     MICHAEL JOHNSON            2768 TORONJA WAY, SACRAMENTO, CA 95833       1789                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
947.     STACY METZGER              3231 CIRCLE CREST DRIVE, FOREST GROVE,       1793                                         0
                                    OR  97116
- ------------------------------------------------------------------------------------------------------------------------------------
948.     KEVIN LENAHAN              4644 S.E. 28TH STREET, TOPEKA, KS 66605      1802                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
949.     JOHN LIS                   1358 RANSOM RD., RIVERSIDE, CA 92506         1805                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
950.     MARC NELSON                55 CAMEO DRIVE, CHERRY HILL, NJ 08003        1807                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
951.     FRANKLIN MICHELSON         14 HEMPTOR ROAD, NEW CITY, NY 10956          1810                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
952.     DOUGLAS CASSIDY            7 CRANDEL COURT, POQUASON, VA 23662          1811                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
953.     ROBERT TOVEY               5466 N. FIGARDEN DRIVE,  APT.                1815                                         0
                                    #238, FRESNO,  CA  93722
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
954.     DAVID AYCOCK               120 EAST PHIFER STREET, MONROE, NC 28110     1821                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
955.     STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK,  MD  21702   1823                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
956.     MICHAEL BAUMANN            5934 W. BEECH CT., VISALIA,  CA  93277       1826                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
957.     RALPH SUFFOLK              101 TOWNE HOUSE CIRCLE, FAYETTEVILLE,        1830                                         0
                                    NY  13066
- ------------------------------------------------------------------------------------------------------------------------------------
958.     REGINA DEVITO              3070 TOWN CENTER ROAD, BALDWINSVILLE,        1831                                         0
                                    NY  13027
- ------------------------------------------------------------------------------------------------------------------------------------
959.     BENJAMIN KLEINE            492 N. CALLE ELSEGNEDUO, PALM SPRINGS,       1832                                         0
                                    CA  92262
- ------------------------------------------------------------------------------------------------------------------------------------
960.     STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK,  MD  21702   1833                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
961.     STEVEN DECKER              210 SUNCREST RD. #4, TALENT,  OR  97540      1834                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
962.     ROBERT VITITOW             43 DAVIS STREET, BINGHAMTON,  NY  13905      1835                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
963.     LAWRENCE WANG              1521 IIWACO AVE. NE, RENTON,  WA  98059      1838                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
964.     BARRY MAST                 1240 E. AVE. SOUTH APT. 216, PALMDALE,       1840                                         0
                                    CA  93550
- ------------------------------------------------------------------------------------------------------------------------------------
965.     DAVID TANG                 2380 HAVERSHAM CLOSE, VIRGINIA BEACH,        1841                                         0
                                    VA  23454
- ------------------------------------------------------------------------------------------------------------------------------------
966.     RONALD BRAKE               3505 BURNLEY DRIVE, CLEMMONS, NC 27012       1842                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
967.     SUSAN GLAD                 764 W. GRANT,  P.O. BOX 114, CARLTON,        1843                                         0
                                    OR  97111
- ------------------------------------------------------------------------------------------------------------------------------------
968.     MARC NELSON                55 CAMEO DRIVE, CHERRY HILL, NJ 08003        1844                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
969.     PAUL NIENABER              4200 REDWING CIRCLE, WINSTON SALEM, NC       1849                                         0
                                    27106
- ------------------------------------------------------------------------------------------------------------------------------------
970.     STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK, MD 21702     1850                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
971.     BRIAN HIGA                 40206 VIA SENORA, MURIETA,  CA  92562        1853                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
972.     STEPHEN KARAN              47670 DESERT SAGE COURT, PALM DESERT,        1859                                         0
                                    CA  92260
- ------------------------------------------------------------------------------------------------------------------------------------
973.     SUSAN SAWYER               10 LA TORRE DRIVE, PHILIPS RANCH,  CA        1862                                         0
                                    91766
- ------------------------------------------------------------------------------------------------------------------------------------
974.     CATHERINE MORSE            18 GETTYSBURG DRIVE, VOORHEES, NJ 08043      1869                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
975.     CHARLES METZLER            BOX 427, RODMAN,  NY  13682                  1871                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
976.     PHILLIP POLSTER            725 W. MULBERRY AVENUE, PORTERVILLE, CA      1877                                         0
                                    93257
- ------------------------------------------------------------------------------------------------------------------------------------
977.     WILLIAM LYNASS             2575 SIXTEENTH STREET, NORTH BEND,  OR       1880                                         0
                                    97459
- ------------------------------------------------------------------------------------------------------------------------------------
978.     CLINTON PON                8925 LAGUNA PLACE WAY, ELK GROVE,  CA        1881                                         0
                                    95758
- ------------------------------------------------------------------------------------------------------------------------------------
979.     JOHN KUROVSKY              307 CHURCH ROAD, MOUNTAINTOP, PA 18707       1884                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
980.     DEBRA BOSHINSKI            363 OLD STAGE RD., LEWISBERRY,  PA  17339    1886                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
981.     JERRY HENSEL               6 MULBERRY CT, SELINSGROVE,  PA  17870       1887                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
982.     JOHN HAESEKER              4285 RAMBLEWOOD DRIVE, CO SPRINGS,  CO       1896                                         0
                                    80920
- ------------------------------------------------------------------------------------------------------------------------------------
983.     JEFFERY LING               13719 DAMIAN ST, CERRITOS,  CA               1899                                         0
                                    90703-2338
- ------------------------------------------------------------------------------------------------------------------------------------
984.     RUSSELL NG                 1120 LANCASTER WAY, SACRAMENTO, CA 95822     1903                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
985.     STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK, MD 21702     1904                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
986.     STEVEN KLEEN               28841 LORIE VALLEY LANE, MENIFEE, CA         1912                                         0
                                    92584
- ------------------------------------------------------------------------------------------------------------------------------------
987.     JAMES ESPINOSA             31470 DUNLAP BLVD, YUCAIPA, CA 92399          282                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
988.     M. LEANNE HOWARD           987 PEPPER VILLA COURT, EL CAJON, CA         1917                                         0
                                    92021
- ------------------------------------------------------------------------------------------------------------------------------------
989.     DONNA KATZ                 19500 N.E. JAQUITH RD., NEWBERG, OR          1920                                         0
                                    97132
- ------------------------------------------------------------------------------------------------------------------------------------
990.     MARC NELSON                55 CAMEO DRIVE, CHERRY  HILL, NJ 08003       1921                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
991.     DANIEL ENG                 5625 BERYL AVENUE, ALTA LOMA, CA 91737       1922                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
992.     BILL LUSK                  P O BOX 1348, GUILDERLAND, NY 12084          1940                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
993.     KHANH VAN LE               2360 CREEKSIDE RUN, CHINO HILLS, CA          1941                                         0
                                    91709
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
994.     STEVEN WOOD                4948 MOSHER DRIVE, STOCKTON, CA 95212        1963                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
995.     GREG JELLENEK              3804 PINE GROVE CIRCLE, CHESAPEAKE, VA       1969                                         0
                                    23321
- ------------------------------------------------------------------------------------------------------------------------------------
996.     TRANG NGUYEN               2897 HOPYARD RD., PLEASANTON, CA 94588       1972                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
997.     MICHAEL BRATTI             222 PEARL ST, CORNING, NY 14830              1976                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
998.     MARC NELSON                55 CAMEO DRIVE, CHERRY HILL, NJ 08003        1977                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
999.     MARK HARDER                3620 MENLOW DR, TURLOCK,  CA  95382          1983                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1000.    BRANDON LESUEUR            9435 BRIDGE CREEK LANE, NEWCASTLE,  CA       1988                                         0
                                    95658
- ------------------------------------------------------------------------------------------------------------------------------------
1001.    JAMES CUTLER               1340 AUBURN ST., UPLAND,  CA  91784          1992                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1002.    GEORGE MITSOGLOU           36 CUMBERLAND AVENUE, PLATTSBURGH,  NY       1994                                         0
                                    12901-1815
- ------------------------------------------------------------------------------------------------------------------------------------
1003.    BILL LUSK                  P O BOX 1348, GUILDERLAND,  NY  12084        1997                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1004.    CURTIS NAGEL               3514 MAYFAIR, FRESNO,  CA  93703             2001                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1005.    ARMANDO TAPIA              9420 BENBOW DRIVE, GILROY, CA 95020          2002                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1006.    MARC NELSON                55 CAMEO DRIVE, CHERRY  HILL, NJ 08003       2003                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1007.    ARNOLDO BOWERY             705 APPLEWOOD ST., KANNAPOLIS, NC 28081      2005                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1008.    TERRY WALKER               918 ROZA VISTA RD., PROSSER, WA 99305        2007                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1009.    STEPHANIE ATTIG            21 HILLSIDE DRIVE, PINE GROVE, PA 17963      2023                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1010.    ANGELA ABE                 2025 DURANT AV #102, BERKELEY, CA 94704      2025                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1011.    MYLINH TRAN                181 CHERRYBROOK LANE, IRVINE, CA 82618       2028                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1012.    RUSSELL HORN               2860 SHANTEAL PL, MEDFORD, OR 97504          2029                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1013.    ADELL IBRAHIM              3030 PARK AVE. STE 40, MERCED, CA 95349      2030                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1014.    MONIKA CHUGH               38895 RIVERBANK TERRACE, FREMONT, CA         2031                                         0
                                    94536
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1015.    ROD GILLILAND              2678 LEE ST, SIMI VALLEY, CA  93065          2032                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1016.    MARK BROWN                 #9 WOODHAVEN DR, HUNTINGTON, WV  25701       2036                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1017.    STEPHEN CREVISTON          3520 43RD AVE SE, OLYMPIA, WA  98501         2037                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1018.    ODETTE CHANG               381 COLLINS APT. 8, MERCED, CA  95348        2039                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1019.    STEVEN CIPPARONE           27 REGENCY PLACE, VOORNESS, NJ  08043        2040                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1020.    JOHN MCDONALD              14253 Mediatrice Lane, San Diego, CA         2044                                         0
                                    92129
- ------------------------------------------------------------------------------------------------------------------------------------
1021.    MARK HARDER                3620 MENLOW DR, TURLOCK, CA  95382           2048                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1022.    VANESSA KOJIMA             650 WHITNEY RANCH DRIVE, APT.                2050                                         0
                                    1011, HENDERSON, NV  89014
- ------------------------------------------------------------------------------------------------------------------------------------
1023.    RALPH WILSON               25 ORCHARD DRIVE, QUEENSBURY, NY  12804      2056                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1024.    JIM YARBOROUGH             1398 KILDAIRE FARM RD, CARY, NC  27511       2058                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1025.    CHARLES LEKITES            11005 STEEPLE DRIVE, EAGLE RIVER, AK         2070                                         0
                                    99577
- ------------------------------------------------------------------------------------------------------------------------------------
1026.    CHARLES LEKITES            11005 STEEPLE DRIVE, EAGLE RIVER, AK         2071                                         0
                                    99577
- ------------------------------------------------------------------------------------------------------------------------------------
1027.    KEVIN BERG                 3161 LAZY EIGHT COURT (POB                   2074                                         0
                                    874686), WASILLA, AK  99687-4686
- ------------------------------------------------------------------------------------------------------------------------------------
1028.    TOM THOMASON               20120 Pine Brook Blvd., BEND, OR 97702       2075                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1029.    SIMON ZMYSLINSKI           1342 ORANGE GROVE CIRLCE, CORONA, CA         2077                                         0
                                    91719
- ------------------------------------------------------------------------------------------------------------------------------------
1030.    SCOTT SWANSON              9582 HAMILTON AVE., HUNTINGTON BEACH,        2082                                         0
                                    CA  92647
- ------------------------------------------------------------------------------------------------------------------------------------
1031.    PHILIP OWSLEY              150 N SWEETGRASS, BOZEMAN, MT  59715         2084                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1032.    MORRIS LAMONSOFF           36993 COUNTY RD 46, THERESA, NY  13691       2092                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1033.    BILL LUSK                  P O BOX 1348, GUILDERLAND, NY  12084         2093                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1034.    CATHERINE CURRIE           11150 CAMINITO VISTA PACIFICA, SAN           2094                                         0
                                    DIEGO, CA  92131
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1035.    DEBORAH HUSSON             600 CYPRESS STREET, LANSDALE, PA  19446      2096                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1036.    BILL LUSK                  P O BOX 1348, GUILDERLAND, NY  12084         2097                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1037.    JOSEPH HORNE               1539 VIA ROSA, ROBLES, CA  93446             2099                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1038.    MARTIN COHEN               48 TWINVIEW DR., WAPPINGERS FALLS, NY        2104                                         0
                                    12590
- ------------------------------------------------------------------------------------------------------------------------------------
1039.    DEBORAH WARD               366 RIVER FLOW DR, RENO, NV  89512           2106                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1040.    MARC NELSON                55 CAMEO DRIVE, CHERRY  HILL, NJ 08003       2108                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1041.    MARC NELSON                55 CAMEO DRIVE, CHERRY  HILL, NJ 08003       2109                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1042.    GENE MAH                   28151 BLUEBELL DRIVE, LAGUNA NIGEL, CA       2110                                         0
                                    92677
- ------------------------------------------------------------------------------------------------------------------------------------
1043.    KYE MANSFIELD              6571 MILL CREEK CIRCLE, BIRMINGHAM, AL       2111                                         0
                                    35242
- ------------------------------------------------------------------------------------------------------------------------------------
1044.    STEVEN KERR                3139 EAST DOLPIN AVE., MESA, AZ 85204        2112                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1045.    LEONARD MUSCOLINO          712 WEST LEWIS AVE, PHOENIX, AZ  85007       2113                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1046.    PATRICIA CARUSO            17 CYPRESS POINT, CLIFTON PARK, NY           2116                                         0
                                    12065
- ------------------------------------------------------------------------------------------------------------------------------------
1047.    ISIDORE SOL                1 Tiffany Cir, Millbury, MA  01527           2118                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1048.    ED LAUBACH                 118 PEARLGRASS CT., ST. RAMON, CA            2119                                         0
                                    94583
- ------------------------------------------------------------------------------------------------------------------------------------
1049.    JAMIE JORDAN               9854 S. ROSEMONT AVE. # 5206, LONE TREE,     2125                                         0
                                    CO  80124
- ------------------------------------------------------------------------------------------------------------------------------------
1050.    LIANE CASUGA HAYASHI       1020 AOLOA PLACE, #205A, KAILUA, HI          2126                                         0
                                    96734
- ------------------------------------------------------------------------------------------------------------------------------------
1051.    JOHN MEINHOLD              P.O. BOX 5271, PORTSMOUTH, NH  03802         2130                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1052.    KEVIN LENAHAN              4644 S.E. 28TH STREET, TOPEKA, KS            2131                                         0
                                    66605
- ------------------------------------------------------------------------------------------------------------------------------------
1053.    SARIT CATCHATOORIAN        8929 LEITRIM CT., CHARLOTTE, NC  28277       2134                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1054.    BILL LUSK                  P O BOX 1348, GUILDERLAND, NY  12084         2135                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1055.    DAVID TANG                 2380 HAVERSHAM CLOSE, VIRGINIA BEACH,        2136                                         0
                                    VA  23454
- ------------------------------------------------------------------------------------------------------------------------------------

  #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                          CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1056.    RICH MACKOWSKY             100 CUVASION CT., APEX, NC  27502            2137                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1057.    MARC TURCO                 131 HOWARD STREET, SAUGUS, MA  01906         2139                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1058.    MARC NELSON                55 CAMEO DRIVE, CHERRY  HILL, NJ  08003      2141                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1059.    SANDRA SAWA                6 BENTLEY STREET, 2ND FLOOR, SALEM, MA       2142                                         0
                                    01970
- ------------------------------------------------------------------------------------------------------------------------------------
1060.    TRACEY GEORGE              209 SCOTT STREET, WILKES-BARRE, PA  18702    2145                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1061.    TED BELHUMEUR              909 MEADOW LANE, SCHENECTADY, NY  12309      2146                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1062.    HEIDI BROTT                5522 PROSPECT DRIVE, MISSOULA, MT  59801     2147                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1063.    RAYMUNDO MENDOZA           5468 AVENIDA FIESTA, LA JOLLA, CA  92037     2150                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1064.    BILL LUSK                  P O BOX 1348, GUILDERLAND, NY  12084         2152                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1065.    RAMESH PATEL               3880 ANCROFT CIRCLE, NORCROSS, GA  30092     2154                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1066.    MICHAEL KATZ               73 IVY LANE, LIDO BEACH, NY  11561           2156                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1067.    NANCY STAROSCIAK           5 SURREY DR  P O BOX 1132, LAKEVILLE,        2157                                         0
                                    MA  02347
- ------------------------------------------------------------------------------------------------------------------------------------
1068.    LINH NGUYEN                231 Dixon Landing Rd. # 134, Milipita,       2161                                         0
                                    CA  95035
- ------------------------------------------------------------------------------------------------------------------------------------
1069.    ANDREW STACK               9 OAK HILL LN, WOODBRIDGE, CT  06525         2163                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1070.    HOWARD KASS                16 HEMLOCK LANE, PENNELLVILLE, NY  13132     2166                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1071.    JEANETTE JEZICK            4 LYNCH RD, LEBANON, CT  06249               2170                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1072.    ISAAC BAK                  7347 ROOSEVELT BLVD, PHILADELPHIA, PA        2171                                         0
                                    19152
- ------------------------------------------------------------------------------------------------------------------------------------
1073.    DONALD LEAKE               11929 HANDRICH DRIVE, SAN DIEGO, CA          2177                                         0
                                    92131
- ------------------------------------------------------------------------------------------------------------------------------------
1074.    GERALD GEIST               214 QUARRY ROAD, SELINSGROVE, PA  17870      2185                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1075.    STEVEN WILSON              2260 ASHLEY BROOKE, WENATCHEE, WA  98801     2187                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1076.    VINH DANG                  P. O. Box 70063, Reno, NV  89570             2189                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1077.    KARRIN VALLIN              1960 7TH AV, SACRAMENTO, CA  95818           2190                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1078.    JEANNETTE LIU              113 ESWORTHY PLACE, NORTH POTOMAC, MD        2194                                         0
                                    29878
- ------------------------------------------------------------------------------------------------------------------------------------
1079.    MARC NELSON                55 CAMEO DRIVE, CHERRY  HILL, NJ  08003      2195                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1080.    JILL BRADLEY               327 NEW WHITFIELD ST., GUILFORD, CT          2200                                         0
                                    06437
- ------------------------------------------------------------------------------------------------------------------------------------
1081.    SHELDON KEYSER             2310 VELVET RIDGE, OWINGS MILLS, MD          2205                                         0
                                    21117
- ------------------------------------------------------------------------------------------------------------------------------------
1082.    MARC LENZEN                3822 VISTA AZUL, SAN CLEMENTE, CA  92672     2206                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1083.    JAMES ANDREWS              271 PROSPECT AVENUE, LONG BEACH, CA          2218                                         0
                                    90803
- ------------------------------------------------------------------------------------------------------------------------------------
1084.    SUSAN MILLER               3628 LOWELL, DENVER, CO  80211               2223                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1085.    JOHN ROSS                  34 PRISCILLA ROAD, SO EASTON, MA             2227                                         0
                                    02375-1524
- ------------------------------------------------------------------------------------------------------------------------------------
1086.    PATRICIA YOUNGQUIST        186 LANDSDOWNE LANE, CHESHIRE, CT            2232                                         0
                                    06410
- ------------------------------------------------------------------------------------------------------------------------------------
1087.    CYNTHIA HAUSCHILD          3825 HIGHLAND AVE., SKANEATELES, NY          2234                                         0
                                    13152
- ------------------------------------------------------------------------------------------------------------------------------------
1088.    STEVE PREVISICH            21372 BROOKHURST STREET, #432,               2242                                         0
                                    HUNTINGTON BEACH, CA  92646
- ------------------------------------------------------------------------------------------------------------------------------------
1089.    ROBERT JOHNSTON            413 PRIMROSE WAY, OCEANSIDE, CA  92057       2245                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1090.    MARY MATHIAS               5 Bessom St,. UNT# F128, Marblehead, MA      2246                                         0
                                    01945
- ------------------------------------------------------------------------------------------------------------------------------------
1091.    SCOTT SMITH                1910 MISTY WATER CT., APEX, NC  27502        2247                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1092.    VIRGIL DON HOLLAND         P.O. Box 2298, ORANGE, CA  92859             2251                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1093.    EUGENE LUND                241 DALE RD, BARTO, PA  19504                2252                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1094.    LOUISTARTAGLIA             4514 LA CUENTA DRIVE, SAN DIEGO, CA          2253                                         0
                                    92124
- ------------------------------------------------------------------------------------------------------------------------------------
1095.    SANDRA KROKOS              201 LAKE VISTA CT, DRUMS, PA  18201          2255                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1096.    TRICIA ZHANG               4553 NORTH CHELSEA LANE, BETHESDA, MD        2258                                         0
                                    20814
- ------------------------------------------------------------------------------------------------------------------------------------
1097.    BILL LUSK                  P O BOX 1348, GUILDERLAND, NY  12084         2262                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1098.    JAMES JOHNSON              51  SPRING MEADOW LANE, READING, PA          2263                                         0
                                    19606
- ------------------------------------------------------------------------------------------------------------------------------------
1099.    BILL LUSK                  P O BOX 1348, GUILDERLAND, NY  12084         2264                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1100.    JESSICA HEINKE             251 CORNELSON DRIVE, GREER, SC  29651        2265                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1101.    SCOTT HULTMAN              8504 N. SIERRA VISTA AVE., FRESNO, CA        2277                                         0
                                    93270
- ------------------------------------------------------------------------------------------------------------------------------------
1102.    SPENCER LAU                433 SAINT EMILION COURT, MOUNTAIN VIEW,      2280                                         0
                                    CA  94043
- ------------------------------------------------------------------------------------------------------------------------------------
1103.    SUSAN DEVINE               31 WATCHHAUG RD, SOMERS, CT  06071           2282                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1104.    STUART WEINBAUM            123 D BRITTANY FARM RD, NEW BRITIAN, CT      2284                                         0
                                    06053
- ------------------------------------------------------------------------------------------------------------------------------------
1105.    ANDREW MULLIGAN            3 HYANIS COURT, MOUNT SINAI, NY              2286                                         0
                                    11766-1809
- ------------------------------------------------------------------------------------------------------------------------------------
1106.    EUNMI CHAE                 165-B CASUDA CANYON DRIVE, MONTERY PARK,     2288                                         0
                                    CA  91754
- ------------------------------------------------------------------------------------------------------------------------------------
1107.    JOHN CLARK                 2952 WEST CANYON AVE, SAN DIEGO, CA          2291                                         0
                                    92123
- ------------------------------------------------------------------------------------------------------------------------------------
1108.    STEVEN MORIYASU            297 S. MARENGO AVE. APT 204, PASADENA,       2292                                         0
                                    CA  91101
- ------------------------------------------------------------------------------------------------------------------------------------
1109.    CELESTE PINKHAM            4934 COLDWATER CANYON AVE. #                 2297                                         0
                                    115, SHERMAN OAKS, CA  91423
- ------------------------------------------------------------------------------------------------------------------------------------
1110.    NANCY LOVELAND             6 SCOTT LANE, CROMWELL, CT  06416-1235       2299                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1111.    PATRICK FLORES             4807 VALLEY VIEW BLVD, ROANOKE, VA  24012    2312                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1112.    STANLEY SATO               1548 GLEN AVENUE, WAHIAWA, HI  96786         2314                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1113.    TIMOTHY KALE               P.O. BOX  1084, KAILUA KONA, HI  96740       2321                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1114.    DEREK GUARINO              85 MARSHALAND STREET, HAVERHILL, MA          2330                                         0
                                    01830
- ------------------------------------------------------------------------------------------------------------------------------------
1115.    STUART WEINBAUM            123 D BRITTANY FARM RD, NEW BRITIAN, CT      2331                                         0
                                    06053
- ------------------------------------------------------------------------------------------------------------------------------------
1116.    MARY MATHIAS               5 Bessom St,. UNT# F128, Marblehead, MA      2341                                         0
                                    01945
- ------------------------------------------------------------------------------------------------------------------------------------
1117.    KARL OHLSSON               1380 CHURCHILL WAY, MARIETTA, GA  30062      2360                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1118.    ALFRED BLANCHARD           2 Cherry Hill CT, Farmington, CT  06032      2371                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1119.    KENNETH CHRISTOPHER        7345 APLIN STREET, HIGHLAND, CA  92346       2401                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1120.    STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK, MD  21702    2438                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1121.    ANDY CHAMPION              10 SPRINGFIELD WAY, ARDEN, NC  28704         2440                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1122.    OLESSIA BUTENKO            303 2ND STREET, FAYETTEVILLE, NY  13066      2444                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1123.    HOU LEONG                  PO BOX 4727, SALINAS, CA  93912              2458                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1124.    SHAYNE SHERIDAN            3993 CLUB HOUSE CT 2H, HIGHPOINT, NC         2472                                         0
                                    27265
- ------------------------------------------------------------------------------------------------------------------------------------
1125.    GRANT MIYASHIRO            325 E. MAKAALA STREET, SUITE 101, HILO,      2473                                         0
                                    HI  96720
- ------------------------------------------------------------------------------------------------------------------------------------
1126.    PAUL WESLING               4085 ROSENDA CT. # 269, SAN DIEGO, CA        2479                                         0
                                    92122
- ------------------------------------------------------------------------------------------------------------------------------------
1127.    KIMBERRY LA                1254 West Browning Way, Chandler, AZ         2482                                         0
                                    85248
- ------------------------------------------------------------------------------------------------------------------------------------
1128.    MICHAEL LONG               1436 OAKCREED LANE, VISTA, CA  92083         2494                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1129.    MYDUNG TRUONG              15521 SANDUSKY LANE, WESTMININSTR, CA        2495                                         0
                                    92683
- ------------------------------------------------------------------------------------------------------------------------------------
1130.    MARC NELSON                55 CAMEO DRIVE, CHERRY HILL, NJ  08003       2497                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1131.    WILLIAM LIMON              585 FRESNO AVE., MORRO BAY, CA  93442        2507                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1132.    ROBERT KUEHNER             P O BOX 9036, PHOENIX, AZ  85068             2512                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1133.    SAMIA IDRIS                12725 ETRIS RD., ROSWELL, GA  30075          2513                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1134.    BRETT BOWMAN               21897 BAHAMAS, MISSION VIEJO, CA  92692      2517                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1135.    LISA MATSUI                2572 SAN SABA ST, TUSTIN, CA  92782          2523                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1136.    BRENT MITSUUCHI            1125 WOOD RD, OXNARD, CA  93033              2526                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1137.    SHAHRZAD SHAHRAIARY        2001 E. CROSS AV #27, TULARE, CA  93274      2536                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1138.    KELSEY JEWETT              4767 ROCKY RIDGE CT, REDDING, CA  96001      2537                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1139.    JAMES EDDLEMAN, JR.        P O BOX 50908, IRVINE, CA  92619-0908        2546                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1140.    JOHN WARD WALKER           P.O. BOX 855, WINDSOR, CA  95492             2553                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1141.    PATRICK MILBURN            P.O. BOX 441, ARROYO GRANDE, CA  93421       2556                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1142.    ROBERT SMITH               2300 WHITE LANE, BAKERSFIELD, CA  93304      2557                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1143.    ROBIN AYERS                16 HOMEWOOD DR, LYNCHBURG, VA  24502         2565                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1144.    ESTHER MELE                305 ELM TREE DRIVE, MARTINSBURG, WV          2566                                         0
                                    25401
- ------------------------------------------------------------------------------------------------------------------------------------
1145.    PAT NGUYEN                 17914 HARVEST AVE., CERRITOS, CA  90703      2568                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1146.    IVAN LEE                   136 OLD YORK RD. APT A-2, BRIDGEWATER,       2569                                         0
                                    NJ 08807
- ------------------------------------------------------------------------------------------------------------------------------------
1147.    DAVID WELLS                1104 NEW DOVER ROAD, APEX, NC 27502         2580                                          0

- ------------------------------------------------------------------------------------------------------------------------------------
1148.    SCOTT FONG                 7746 RIVER GROVE CIRCLE, SACRAMENTO, CA      2598                                         0
                                    95831
- ------------------------------------------------------------------------------------------------------------------------------------
1149.    CURTIS JOHN LEE            7 SANTA EUGENIA, IRVINE, CA  92606           2609                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1150.    MARK BROWN                 #9 WOODHAVEN DR, HUNTINGTON, WV  25701       2610                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1151.    CARRIE KUBOTA              1995 TAMARACK STREET, WESTLAKE VILLAGE,      2621                                         0
                                    CA  91361
- ------------------------------------------------------------------------------------------------------------------------------------
1152.    TINA TSAI                  105 SKYVIEW WAY, SAN FRANCISCO, CA  94131    2648                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1153.    INGRID FARINAS             2451 WOODHILL DR., BAYPOINT, CA  94565       2697                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1154.    JIM KERNODLE               3900 Marchester Way, Apt 1H, GREENSBORO,     2704                                         0
                                    NC  27407
- ------------------------------------------------------------------------------------------------------------------------------------
1155.    ROBERT HARTSELL            P.O. BOX 522, WILLIAMSTON, NC  27892         2730                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1156.    TARA PARNELL               6017 SPIKERUSH TRAIL, SOUTHPORT, NC          2772                                         0
                                    28461
- ------------------------------------------------------------------------------------------------------------------------------------
1157.    DIANA MAH                  3963 LOIS STREET, WINSTON-SALEM, NC          2793                                         0
                                    27127
- ------------------------------------------------------------------------------------------------------------------------------------
1158.    RICHARD SHULDINER          29521 CANYON SPRINGS RD, HIGHLAND, CA        2842                                         0
                                    92346
- ------------------------------------------------------------------------------------------------------------------------------------
1159.    NAHEED KASSAM              4713 LINARA LANE, FUGUAY-VARINA, NC          2845                                         0
                                    27526
- ------------------------------------------------------------------------------------------------------------------------------------
1160.    JO-ELLEN TOMLINSON         1757 Memorial Lake, EGLIN AFB, FL 32542      6100                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1161.    DENNIS ALBERT              HC 32 BOX 3400R, WASILLA, AK  99654          6107                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1162.    STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK, MD           6200                                         0
                                    21702
- ------------------------------------------------------------------------------------------------------------------------------------
1163.    SHELDON KEYSER             2310 VELVET RIDGE, OWINGS MILLS, MD          6201                                         0
                                    21117
- ------------------------------------------------------------------------------------------------------------------------------------
1164.    STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK, MD           6202                                         0
                                    21702
- ------------------------------------------------------------------------------------------------------------------------------------
1165.    SPENCER LAU                433 SAINT EMILION COURT, MOUNTAIN VIEW,      6206                                         0
                                    CA  94043
- ------------------------------------------------------------------------------------------------------------------------------------
1166.    IRA DAVIS                  P.O BOX 281498, MEMPHIS, TN  38168           6207                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1167.    ROBERT VAUGHN              219 HIGH ST., APT.N, WESTERLY, RI            2138                                         0
                                    02891
- ------------------------------------------------------------------------------------------------------------------------------------
1168.    NICOLE BERHOW              1000 E NORTHERN LIGHTS BLVD, ANCHORAGE,      7601                                         0
                                    AK 99508
- ------------------------------------------------------------------------------------------------------------------------------------
1169.    LARRY COON                 3755 AIRPORT WAY, FAIRBANKS, AK 99709        7603                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1170.    MICHAEL BECKERMAN          7701 DEBARR RD, ANCHORAGE, AK 99504          7604                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1171.    JOHN RIPLEY                43843 STERLING HWY SUITE 100, SOLDOTNA,      7605                                         0
                                    AK 99669
- ------------------------------------------------------------------------------------------------------------------------------------
1172.    DAVID ANTONIE              10751 W. Overland, Boise, ID 83079           7606                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1173.    DENNIS PITKIN              10169 CRANBERRY COURT, BOISE, ID             7607                                         0
                                    83704 2116
- ------------------------------------------------------------------------------------------------------------------------------------
1174.    BERNARD CONWAY             16055 SW WALKER RD. # 115, BEAVERTON,        7609                                         0
                                    OR  97006
- ------------------------------------------------------------------------------------------------------------------------------------
1175.    KEITH MILLER               7667 SE LINCOLN ST., PORTLAND, OR            7611                                         0
                                    97215
- ------------------------------------------------------------------------------------------------------------------------------------
1176.    ROBERT BEADERSTADT         6132 SW TOWER WAY, PORTLAND, OR              7612                                         0
                                    97221
- ------------------------------------------------------------------------------------------------------------------------------------
1177.    ROBERT BEADERSTADT         6132 SW TOWER WAY, PORTLAND, OR              7613                                         0
                                    97221
- ------------------------------------------------------------------------------------------------------------------------------------
1178.    STEVEN MULLINS             2424 CRATER LAKE HWY, MEDFORD, OR            7614                                         0
                                    97501
- ------------------------------------------------------------------------------------------------------------------------------------
1179.    JAN HURTUBISE              21000 N.W. QUATAMA RD. # 35, BEAVERTON,      7615                                         0
                                    OR  97006
- ------------------------------------------------------------------------------------------------------------------------------------
1180.    NEAL GARHOFER              1451 HWY 101, WARRENTON, OR 97146            7616                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1181.    BERNARD CONWAY             16055 SW WALKER RD. # 115, BEAVERTON,        7617                                         0
                                    OR  97006
- ------------------------------------------------------------------------------------------------------------------------------------
1182.    ROSILAND HURSH             8955 SE 82ND AVE, PORTLAND, OR 97266         7622                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1183.    ERIC BROWN                 3205 SE Taylor, Portland, OR  97214          7623                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1184.    JOYCE STAPLES              BOX 72, COOS BAY, OR  97420                  7626                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1185.    NEAL GARHOFER              2500 N MAIN ST, TILLAMOOK, OR 97141          7627                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1186.    GEORGE LAM                 1101 GRANTS PASS PKWY, GRANTS PASS, OR       7628                                         0
                                    97526
- ------------------------------------------------------------------------------------------------------------------------------------
1187.    STEPHEN DIPPEL             1300 EAST PARK ST., GRANTS PASS, OR          7629                                         0
                                    97526
- ------------------------------------------------------------------------------------------------------------------------------------
1188.    ALLISON HARPER             150 NE 20TH ST, NEWPORT, OR 97365            7630                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1189.    MICHAEL SAUL               556 EAST  3RD STREET, IDAHO FALLS, ID        7631                                         0
                                    83401
- ------------------------------------------------------------------------------------------------------------------------------------
1190.    LAWRENCE JONES             365 RENTON CENTER WAY SW STE D, RENTON,      7632                                         0
                                    WA 98058
- ------------------------------------------------------------------------------------------------------------------------------------
1191.    CHESTER BURY               7250 PACIFIC AVE, TACOMA, WA 98408           7633                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1192.    CHESTER BURY               4505 S 19TH ST E SUITE 3, TACOMA, WA         7634                                         0
                                    98405
- ------------------------------------------------------------------------------------------------------------------------------------
1193.    WILLIAM BUTLER             101 WELLSIAN WAY SUITE I, RICHLAND, WA       7637                                         0
                                    99352
- ------------------------------------------------------------------------------------------------------------------------------------
1194.    STEVE HOVET                4221 SOUTH 252ND, KENT, WA  98032            7639                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1195.    CAROLINA LEE               2237 N. 106TH STREET #236, SEATTLE, WA       7640                                         0
                                    98133
- ------------------------------------------------------------------------------------------------------------------------------------
1196.    MICHAEL KLINDWORTH         23332 EDMONDS WAY D102, EDMONDS, WA          7641                                         0
                                    98026
- ------------------------------------------------------------------------------------------------------------------------------------
1197.    JAN HURTUBISE              21000 N.W. QUATAMA RD. # 35, BEAVERTON,      7643                                         0
                                    OR  97006
- ------------------------------------------------------------------------------------------------------------------------------------
1198.    RICHARD ZOLLER             3184 OCEAN BEACH HWY, LONGVIEW, WA 98632     7644                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1199.    VICKY YIM                  9925 STATE AVE, MARYSVILLE, WA 98270         7646                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1200.    SAM AHN                    11409 W.E. 80TH ST., NEW CASTLE, WA          7647                                         0
                                    98056
- ------------------------------------------------------------------------------------------------------------------------------------
1201.    SAPHOL ROS                 17801 108TH AVE SE, RENTON, WA 98055         7648                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1202.    WESLEY ARNDT               4031 KROMER AVE., EVERETT, WA  98021         7649                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1203.    DENNIS LEE                 1671 ROCK CREEK RIDGE,  BLVD. SW, NORTH      7650                                         0
                                    BEND, WA  98045
- ------------------------------------------------------------------------------------------------------------------------------------
1204.    ROMAN HAMASAKI             2009 NW 58TH ST. # 2, SEATTLE, WA 98107      7651                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1205.    MAX ARCHER                 2235 CHERAN LOOP NW, OLYMPIA, WA 98502       7652                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1206.    RICH MCKINLEY              1601 E. PARKS HWY #C, WASILLA, AK 99654      7653                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1207.    ROMAN HAMASAKI             2009 NW 58TH ST. # 2, SEATTLE, WA 98107      7654                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1208.    MARGARET BENCK             3093 OVERLOOK DR. # 411, HILLSBORO, OR       7657                                         0
                                    97124
- ------------------------------------------------------------------------------------------------------------------------------------
1209.    PAUL BEFANIS               665 APOLLO BLVD., MELBOURNE, FL 32901        6109                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1210.    DOUG JACKMAN               3706 N. LAMARR, AUSTIN, TX 78705             6108                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1211.    ROBERT VAUGHN              219 HIGH ST., APT. N, WESTERLY, RI 02891     6208                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

                                    EXHIBIT B

                      SUBSIDIARIES' PLAN OF REORGANIZATION

                         UNITED STATES BANKRUPTCY COURT
                          NORTHERN DISTRICT OF GEORGIA
                                ATLANTA DIVISION

IN RE:                                :        CASE NOS. 00-65214 TO 00-65224
                                      :
VISTA EYECARE, INC., F/K/A NATIONAL   :        CHAPTER 11
VISION ASSOCIATES, LTD., ET AL.,      :
                                      :        JUDGE JAMES E. MASSEY
                                      :
             DEBTORS.                 :        JOINTLY ADMINISTERED
_____________________________________ :

                FIRST AMENDED JOINT PLAN OF REORGANIZATION UNDER
                    CHAPTER 11, TITLE 11, UNITED STATES CODE,

                      FILED BY FRAME-N-LENS OPTICAL, INC.;
                 MIDWEST VISION, INC.; NEW WEST EYEWORKS, INC.;
                    AND CERTAIN OF THEIR DEBTOR SUBSIDIARIES

                             KILPATRICK STOCKTON LLP
                             Dennis S. Meir
                             Joel B. Piassick
                             Michael D. Langford
                             1100 Peachtree Street
                             Atlanta, Georgia 30309-4530
                             Telephone: (404) 815-6500

                             Attorneys for the Debtors

                                                       TABLE OF CONTENTS

                                                                                                                           Page
                                                                                                                           ----
                                                                                                                          
ARTICLE I.  INTRODUCTION......................................................................................................1

ARTICLE II.  DEFINITIONS......................................................................................................1

ARTICLE III.  CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS...................................................................9

ARTICLE IV.  TREATMENT OF UNCLASSIFIED ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS.........................................10
     Section 4.1. Administrative Claims......................................................................................10
     Section 4.2. Professional and Committee Member Compensation And Reimbursement Claims....................................10
     Section 4.3. Priority Tax Claims........................................................................................11

ARTICLE V.  TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS, IMPAIRMENT, VOTING, AND CRAMDOWN............................11
     Section 5.1. Class 1 - Other Priority Claims............................................................................11
     Section 5.2. Class 2 - DIP Financing Claims.............................................................................12
     Section 5.3. Class 3 - Other Secured Claims.............................................................................12
     Section 5.4. Class 4 - Convenience Claims...............................................................................13
     Section 5.5. Class 5 - General Unsecured Claims.........................................................................13
     Section 5.6. Class 6 - Late Claims and Subordinated Claims..............................................................14
     Section 5.7. Class 7 - Intercompany Claims..............................................................................14
     Section 5.8. Class 8 - Equity Interests.................................................................................14
     Section 5.9. Impaired and Unimpaired Classes............................................................................15
     Section 5.10. Classes Entitled to Vote..................................................................................15
     Section 5.11. Class Acceptance Requirements.............................................................................15
     Section 5.12. 11 U.S.C. Section 1129....................................................................................15
     Section 5.13. Separate Voting by Holders of Claims Against Each Debtor..................................................15

ARTICLE VI.  IMPLEMENTATION OF THE PLAN......................................................................................15
     Section 6.1. Directors and Officers of the Reorganized Debtors..........................................................15
     Section 6.2. Securities to Be Issued Pursuant to the Plan...............................................................16
     Section 6.3. Cancellation and Surrender of Existing Securities and Agreements...........................................16
     Section 6.4. Applicability of Section 1125 of the Bankruptcy Code.......................................................16
     Section 6.5. Bankruptcy Code Section 1145 Exemption.....................................................................17

ARTICLE VII.  PROVISIONS GOVERNING DISTRIBUTIONS.............................................................................17
     Section 7.1. Delivery of Distributions..................................................................................17
     Section 7.2. Effective Date Distribution................................................................................17
     Section 7.3. Disputed Claims Reserve....................................................................................17
     Section 7.4. Distributions on Subsequent Distribution Dates.............................................................18

                                                              (i)

     Section 7.5. Distributions on the Final Distribution Date...............................................................18
     Section 7.6. Fractional Notes and Fractional Shares.....................................................................19
     Section 7.7. Record Date for Distribution...............................................................................20
     Section 7.8. Indenture Trustee's Fees and Expenses Regarding Distributions..............................................20
     Section 7.9. Allocation of Consideration................................................................................20
     Section 7.10. Condition Precedent to Receiving Distribution.............................................................20
     Section 7.11. No Distribution Pending Resolution of Objections..........................................................20
     Section 7.12. Effect of Section 502(d) on the Right to Distributions....................................................21
     Section 7.13. Treatment of Contingent, Unliquidated, and Undetermined Claims............................................21
     Section 7.14. Preconfirmation Distributions.............................................................................21
     Section 7.15. Undeliverable Distributions...............................................................................21
     Section 7.16. Unclaimed Distributions...................................................................................21

ARTICLE VIII.  PROVISIONS GOVERNING OBJECTIONS TO AND RESOLUTION OF CLAIMS...................................................22
     Section 8.1. Objections To And Resolution of Claims.....................................................................22
     Section 8.2. Amendments to Schedules and Claim Objections...............................................................22
     Section 8.3. Disallowance of Postpetition Interest, Penalties, Fees, and Other Accruals.................................22
     Section 8.4. Administrative, Priority, and Convenience Claims Reserve...................................................23
     Section 8.5. Allowance of Disputed Administrative, Priority, and Convenience Claims.....................................23
     Section 8.6. Estimation.................................................................................................23

ARTICLE IX.  TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES...........................................................24
     Section 9.1. Assumption and Rejection of Contracts and Leases...........................................................24
     Section 9.2. Rejection Claims and Bar Date..............................................................................24
     Section 9.3. Cure of Defaults Under Assumed Contracts and Leases........................................................24
     Section 9.4. Insurance Policies.........................................................................................24

ARTICLE X.  CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE....................................................................25
     Section 10.1. Conditions Precedent to Plan Confirmation.................................................................25
     Section 10.2. Conditions Precedent to Effective Date of the Plan........................................................25
     Section 10.3. Waiver of Conditions......................................................................................25

ARTICLE XI.  EFFECTS OF PLAN CONFIRMATION....................................................................................25
     Section 11.1. Discharge.................................................................................................25
     Section 11.2. Vesting...................................................................................................26
     Section 11.3. Injunction................................................................................................26
     Section 11.4. Releases..................................................................................................26
     Section 11.5. Exculpation of Released Parties...........................................................................27
     Section 11.6. Term of Bankruptcy Injunction or Stay.....................................................................27
     Section 11.7. Preservation of Insurance.................................................................................27
     Section 11.8. Officers' and Directors' Indemnification Rights and Insurance.............................................27

                                                             (ii)

     Section 11.9. Binding Effect of the Plan................................................................................27

ARTICLE XII.  PLAN MODIFICATION..............................................................................................28

ARTICLE XIII.  RETENTION OF JURISDICTION.....................................................................................28

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

                                                             (iii)

ARTICLE I. INTRODUCTION

         Frame-n-Lens  Optical,  Inc.; Midwest Vision,  Inc.; New West Eyeworks,
Inc.; Family Vision Centers, Inc.; Vision  Administrators,  Inc.; Alexis Holding
Company,  Inc.;  and Vista  Eyecare  Network LLC,  debtors in  possession in the
above-referenced  Chapter 11 Cases (collectively  referred to hereinafter as the
"Debtors"),  propose the following  First  Amended Joint Plan of  Reorganization
Under Chapter 11, Title 11, United States Code,  Filed by Frame-n-Lens  Optical,
Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of Their Debtor
Subsidiaries (the "Plan").

         The  Debtors  commenced  these  cases by filing  voluntary  Chapter  11
petitions with the Bankruptcy  Court on April 5, 2000. The Debtors have operated
as debtors in possession pursuant to Sections 1107

and 1108 of the Bankruptcy Code since the Chapter 11 filings.

ARTICLE II. DEFINITIONS

         The following  terms,  when used in this Plan, shall have the following
respective meanings unless the context otherwise requires:

         "Administrative  Claim" shall mean any Claim for payment of any cost or
expense of  administration  in connection  with the Chapter 11 Cases entitled to
priority under Sections 503(b),  507(a)(1), or 365(d)(3) of the Bankruptcy Code,
including but not limited to, any actual and necessary expense of preserving the
Estates  of  the  Debtors,   or  any  of  them,  any  indebtedness,   liability,
responsibility,  or  obligation  which  arose or was  incurred or assumed by the
Debtors, or any of them, as Debtors in Possession in connection with the conduct
of their  business or otherwise,  or any Claim which arose out of the conduct or
activities of the Debtors,  or any of them,  subsequent to the Petition Date and
prior to the Confirmation Date, including,  without limitation, all professional
compensation  and expense  reimbursement  approved and Allowed by the Bankruptcy
Court, any costs of making  distributions and providing notices and Ballots with
respect to the Plan,  and all fees and  charges  assessed  against  the  Estates
pursuant to Section 1930,  Title 28, United States Code.  Administrative  Claims
shall not include DIP Financing Claims.

         "Administrative  Claim Bar Date"  shall mean the last date  established
for filing Administrative Claims, as ordered by the Bankruptcy Court.

         "Administrative,  Priority,  and  Convenience  Claims  Reserve" has the
meaning assigned to such term in Section 8.4 of the Plan.

         "Affiliate" has the meaning set forth in 11 U.S.C.ss.101(2).

         "Allowed,"  with  reference  to any  Claim  (except  an  Administrative
Claim),  means (a) any Claim against the Debtors,  or any of them, that has been
or hereafter is listed by any of

                                       1

the  Debtors on their  Schedules  (as such may be  amended  from time to time in
accordance  with Bankruptcy Rule 1009) as liquidated in amount and is not listed
as  disputed,  contingent,  or  unliquidated  and for which no proof of claim is
filed on or prior to the Bar Date;  (b) any Claim  against  any of the  Debtors,
proof of which was filed on or before the Bar Date and which is not (i) Disputed
within the  applicable  period of limitation  fixed by this Plan, the Bankruptcy
Code, the Bankruptcy  Rules, or the Bankruptcy  Court,  (ii)  Contingent,  (iii)
unliquidated, or (iv) filed in an undetermined or unspecified amount; or (c) any
Claim against any of the Debtors, the amount or existence of which, if Disputed,
has been allowed for purposes of  distribution  by Final Order of the Bankruptcy
Court,  but only to the extent of such allowance.  Any Claims allowed solely for
the purpose of voting on the Plan pursuant to an order of the  Bankruptcy  Court
shall not be considered as "Allowed" for purposes of this definition.  Except as
otherwise  provided in the Plan,  with  reference  to an  Administrative  Claim,
"Allowed" means approval by Final Order,  after notice and a hearing pursuant to
Section  503(b)  of  the  Bankruptcy  Code,  of a  request  for  payment  of  an
Administrative Claim.

         "Available  Notes" shall mean all New Senior Notes to be distributed to
holders of Allowed General Unsecured Claims, less the number of New Senior Notes
deposited into the Disputed Claims Reserve.

         "Available  Shares"  shall mean all  shares of New  Common  Stock to be
distributed to the holders of Allowed General Unsecured Claims,  less the number
of shares of New Common Stock deposited into the Disputed Claims Reserve.

         "Ballots"  shall mean each of the  ballot  forms  distributed  with the
Disclosure  Statement to each holder of an Impaired Claim (other than to holders
not  entitled  to vote on the Plan) upon which is to be  indicated,  among other
things, acceptance or rejection of the Plan.

         "Bankruptcy Code" shall mean 11 U.S.C. Sections 101 et. seq., as now in
effect or hereafter  amended with retroactive  applicability to these Chapter 11
Cases.

         "Bankruptcy  Court" shall mean the United States  Bankruptcy  Court for
the Northern District of Georgia, Atlanta Division.

         "Bankruptcy   Rules"  shall  mean  the  Federal   Rules  of  Bankruptcy
Procedure,  as prescribed by the United States Supreme Court, and local rules of
the Bankruptcy Court, as the context may require,  as now in effect or hereafter
amended with retroactive applicability to these Chapter 11 Cases.

         "Bar Date" shall mean the last date for filing  Claims,  established as
December  15, 2000,  for these  Chapter 11 Cases,  as ordered by the  Bankruptcy
Court pursuant to that certain Order and Notice Fixing Time for Filing Proofs of
Claim,  entered  October  13,  2000,  or such later date as may be  established,
pursuant  to  Bankruptcy  Rules  3003(c)(3)  and  3002(c)(4),  by  order  of the
Bankruptcy  Court with respect to Claims  related to the  rejection of executory
contracts and unexpired  leases  occurring after December 15, 2000. The Bar Date
for unexpired leases and

                                       2

executory  contracts  that are deemed  rejected  pursuant to Section 9.1 of this
Plan  shall be thirty  (30)  days  after  entry of the  Confirmation  Order,  as
provided for in Section 9.2 of this Plan.

         "Business Day" shall mean any day except Saturday, Sunday, or any other
day on which  commercial  banks are authorized by law in the State of Georgia to
close, or any day designated in Bankruptcy Rule 9006(a) as a "legal holiday."

         "Cash" shall mean cash and cash equivalents.

         "Chapter 11 Cases"  shall mean the Chapter 11 cases  commenced by Vista
Eyecare, Inc. and its Debtor Subsidiaries  (including the Debtors who have filed
this Plan),  being styled,  In re: Vista Eyecare,  Inc., et al., Chapter 11 Case
Nos.  00-65214  to  00-65224,  Jointly  Administered,  Judge  James  E.  Massey,
currently pending in the Bankruptcy Court.

         "Claim," as against the Debtors,  or any of them, shall mean a right to
payment,  whether  or  not  such  right  is  reduced  to  judgment,  liquidated,
unliquidated,  fixed,  contingent,  matured,  unmatured,  disputed,  undisputed,
legal, equitable,  secured or unsecured; or the right to an equitable remedy for
breach of performance  if such breach gives rise to a right to payment,  whether
or not such  right  to an  equitable  remedy  is  reduced  to  judgment,  fixed,
contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.

         "Class"  shall  mean a group of Claims or  Equity  Interests  which are
substantially similar to each other as classified pursuant to the Plan.

         "Collateral"  means any property or interest in property of the Estates
of any of the  Debtors  subject  to a Lien  that  secures,  in whole or in part,
whether by agreement, statute, or judicial decree, the payment of a Claim.

         "Committee"  means  the  Official  Committee  of  Unsecured   Creditors
appointed  by the United  States  Trustee in the Debtors'  Chapter 11 Cases,  as
constituted from time to time.

         "Confirmation  Date" shall mean the date on which the Bankruptcy  Court
enters the Confirmation Order.

         "Confirmation  Hearing" means the hearing to consider  confirmation  of
the Plan pursuant to Section 1128 of the Bankruptcy Code, as it may be adjourned
or continued from time to time.

         "Confirmation  Order"  shall  mean the  order of the  Bankruptcy  Court
confirming the Plan pursuant to Section 1129 of the Bankruptcy Code.

         "Consolidated Subsidiaries" shall mean International Vision Associates,
Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc.

                                       3

         "Contingent,"  with  reference  to a Claim,  means a Claim that has not
accrued and that is dependent on a future event that may or may not occur.

         "Convenience  Claim" means and includes any Claim which would otherwise
be a General  Unsecured Claim that (i) is Allowed in an amount of $1,500 or less
and (ii) is Allowed in the amount of greater than $1,500 but which is reduced to
$1,500 by the election of the holder thereof pursuant to the holder's Ballot.

         "Creditor"  shall  mean a Person  that has a Claim  against  any of the
Debtors that arose at the time of or before the Petition  Date; or a Person that
has a Claim  against  the Estate of any of the  Debtors of a kind  specified  in
Sections 502(g), 502(h), or 502(i) of the Bankruptcy Code.

         "Debt" means liability on a Claim.

         "Debtor  Subsidiaries" shall mean Frame-n-Lens  Optical,  Inc.; Midwest
Vision,  Inc.; New West Eyeworks,  Inc.;  Family Vision  Centers,  Inc.;  Vision
Administrators,  Inc.; Alexis Holding Company, Inc.; Vista Eyecare Network, LLC;
International Vision Associates,  Ltd.; NVAL Healthcare Systems, Inc.; and Vista
Optical Express, Inc.

         "Debtors" shall mean Frame-n-Lens Optical,  Inc.; Midwest Vision, Inc.;
New West Eyeworks,  Inc.; Family Vision Centers,  Inc.;  Vision  Administrators,
Inc.; Alexis Holding Company, Inc.; and Vista Eyecare Network, LLC.

         "Debtors in  Possession"  shall mean the  Debtors in their  capacity as
debtors in possession in the Chapter 11 Cases  pursuant to Sections  1107(a) and
1108 of the Bankruptcy Code.

         "DIP Credit  Facility" means that certain  $25,000,000  Senior Secured,
Super-Priority  Debtor-in-Possession  Loan and Security  Agreement,  dated as of
April 6,  2000,  by and among  Vista  Eyecare,  Inc.,  the  Debtor  Subsidiaries
(including the Debtors), and Foothill Capital Corporation,  as it may be amended
from time to time.

         "DIP Financing  Claims" shall mean all Claims arising under or relating
to the DIP Credit Facility and all agreements and instruments relating thereto.

         "Disclosure  Statement" means the First Amended Disclosure Statement to
Accompany First Amended Joint Plan of Reorganization Under Chapter 11, Title 11,
United  States  Code,  Filed by Vista  Eyecare,  Inc.  and Certain of Its Debtor
Subsidiaries  and First Amended Joint Plan of  Reorganization  Under Chapter 11,
Title 11, United  States Code,  Filed by  Frame-n-Lens  Optical,  Inc.;  Midwest
Vision, Inc.; New West Eyeworks, Inc.; and Certain of Their Debtor Subsidiaries,
as approved by the  Bankruptcy  Court pursuant to Section 1125 of the Bankruptcy
Code and Bankruptcy  Rule 3017 in connection  with this Plan, as such disclosure
statement may be modified,  amended, or supplemented from time to time, together
with all

                                       4

exhibits, schedules, addenda, or other attachments, if any.

         "Disputed,"  with reference to a Claim,  means (a) any Claim,  proof of
which was not timely or properly filed and which has been or hereafter is listed
on the Schedules of any of the Debtors as unliquidated, disputed, or contingent,
or is not listed on the  Schedules;  (b) any Claim as to which the Debtors,  the
Committee,  or any other party in  interest  has filed an  objection,  action to
equitably  subordinate  or  otherwise  limit  recovery  thereof,  or request for
estimation on or prior to the applicable  limitation period for objections fixed
by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court,
except to the extent that such objection,  equitable  subordination  action,  or
request for  estimation  is withdrawn or determined by a Final Order in favor of
the holder of such  Claim;  or (c) any  Contingent  Claim or any Claim  which is
unliquidated or filed in an undetermined or unspecified  amount. A Claim that is
"Disputed"  under  subsection (b) of the definition shall cease to be a Disputed
Claim upon the withdrawal of such objection,  equitable subordination action, or
request for estimation or a  determination  thereon by a Final Order in favor of
the holder of such Claim but only to the extent such Claim is Allowed.

         "Disputed  Claims Reserve" means any New Senior Notes and shares of New
Common Stock issued to the New Notes  Indenture  Trustee and the Transfer Agent,
respectively,  for  distribution  to holders of  Disputed  Claims on  Subsequent
Distribution  Dates and the Final  Distribution  Date pursuant to Section 7.3 of
the Plan, if and when such Claims are Allowed.

         "Effective  Date" shall be the later of (a) the first Business Day that
is at least two days after the  Effective  Date of the Parent  Plan,  or (b) the
first Business Day on which all of the conditions specified in Sections 10.1 and
10.2 of the Plan have either been satisfied or waived in accordance with Section
10.3 of the Plan.

         "Equity  Interest"  or  "Interest"  means  (a) a  share  in  any of the
Debtors,  whether  or not  transferable  or  denominated  "stock"  or a  similar
security;  (b) interest of a limited partner in a limited partnership or limited
liability company;  or (b) an option, a warrant,  or a right, other than a right
to convert, to purchase, sell, or subscribe to a share, security, or interest of
a kind specified in subparagraph (a) of this paragraph.

         "Estates"  shall mean the  estates  created  in these  Chapter 11 Cases
pursuant to Section 541 of the Bankruptcy Code.

         "Final  Distribution  Date"  means  the date on which  the  Reorganized
Debtors make or cause to be made a final distribution pursuant to Section 7.5 of
this Plan.  The Final  Distribution  Date shall be a date,  as determined by the
Reorganized Debtors, after resolution of all Disputed Claims.

         "Final  Order"  shall mean an order or judgment of a court of competent
jurisdiction  as  entered  on its  docket  that  has not been  reversed,  stayed
pursuant  to  Bankruptcy

                                       5

Rule  8005  or any  other  applicable  rule of  civil  or  appellate  procedure,
modified,  or  amended,  and as to  which  the  time  to  appeal,  petition  for
certiorari,  or seek  reargument  or rehearing  has expired,  and as to which no
notice of appeal, petition for certiorari, or motion for reargument or rehearing
was timely filed,  or as to which any right to appeal,  petition for certiorari,
or seek  reargument  or  rehearing  has  been  waived  in  writing  in a  manner
satisfactory to the Reorganized Debtors, or, if a notice of appeal, petition for
certiorari,  motion for  reargument or rehearing was timely filed,  the order or
judgment has been  affirmed by the highest  court to which the order or judgment
was appealed or from which the reargument or rehearing was sought, or certiorari
has been  denied,  and the time to file any further  appeal or to  petition  for
certiorari or to seek further reargument or rehearing has expired.

         "FNL" means Frame-n-Lens Optical, Inc.

         "General  Unsecured  Claim" shall mean an  Unsecured  Claim that is not
entitled to priority under Section 507(a) of the Bankruptcy Code.

         "Impaired"  means, when used with reference to a Claim, a Claim that is
impaired within the meaning of Section 1124 of the Bankruptcy Code.

         "Intercompany  Claim"  means any Claim held by any Debtor or  Affiliate
against any other Debtor or Affiliate.

         "Indenture  Trustee" means,  with respect to the Senior Note Indenture,
State  Street Bank and Trust  Company,  in its  capacity  as trustee  under such
indenture.

         "Late  Claim"  means any Claim filed after the Bar Date  applicable  to
that Claim.

         "Lien" means charge  against or interest in property to secure  payment
of a Debt or performance of an obligation.

         "Midwest" means Midwest Vision, Inc.

         "New Common  Stock" means shares of common  stock,  par value $0.01 per
share,  of Vista  Eyecare,  Inc., as  Reorganized  Debtor under the Parent Plan,
authorized pursuant to the certificate of incorporation of Vista Eyecare,  Inc.,
as Reorganized Debtor under the Parent Plan.

         "New Notes Indenture" means the indenture between Vista Eyecare,  Inc.,
as issuer, and the New Notes Indenture Trustee, pursuant to which the New Senior
Notes will be issued.

         "New Notes Indenture Trustee" means the bank or trust company that will
serve as trustee under the New Notes Indenture.

                                       6

         "New Senior  Notes" shall mean up to $120 million in  promissory  notes
authorized  and to be issued  pursuant  to this Plan and the Parent Plan and the
New Notes  Indenture,  on the terms and subject to the  conditions  described in
Exhibit "A" attached hereto.

         "New West" means New West Eyeworks, Inc.

         "Other Priority Claim" shall mean Claims entitled to priority  pursuant
to Section 507(a) of the Bankruptcy Code (other than  Administrative  Claims and
Priority Tax Claims),  including,  without limitation,  certain Allowed employee
compensation  Claims of the Debtors'  employees incurred within ninety (90) days
prior to the Petition Date, as described in Section  507(a)(3) of the Bankruptcy
Code, and certain Claims for  contributions  to an employee benefit plan arising
from  services  rendered  within  one  hundred  eighty  (180)  days prior to the
Petition Date, as described in Section 507(a)(4) of the Bankruptcy Code.

         "Other  Secured  Claim"  shall  mean  any  Claim,  other  than  the DIP
Financing  Claims,  to the extent reflected in the Schedules or a proof of claim
filed as a Secured Claim, which is secured by a Lien on Collateral to the extent
of the value of such Collateral, as determined in accordance with Section 506(a)
of the  Bankruptcy  Code,  or, in the event that such Claim is subject to setoff
under Section 553 of the Bankruptcy Code, to the extent of such setoff.

         "Parent  Plan"  means the First  Amended  Joint Plan of  Reorganization
Under Chapter 11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and
Certain of Its Debtor Subsidiaries.

         "Person" shall mean an individual,  a  corporation,  a partnership,  an
association,  a joint stock company,  a joint venture,  an estate,  a trust,  an
unincorporated organization, the U.S. Trustee, or a government or any particular
subdivision thereof, or other entity.

         "Petition Date" shall mean April 5, 2000, the date on which the Debtors
filed their  Chapter 11  petitions  with the  Bankruptcy  Court  commencing  the
Chapter 11 Cases.

         "Plan" shall mean this First Amended Joint Plan of Reorganization Under
Chapter 11, Title 11, United States Code, Filed by Frame-n-Lens  Optical,  Inc.;
Midwest  Vision,  Inc.;  New West  Eyeworks,  Inc.;  and Certain of Their Debtor
Subsidiaries,  in  its  present  form  or as it  may be  modified,  amended,  or
supplemented from time to time, together with all exhibits,  schedules, addenda,
or other attachments, if any.

         "Priority Tax Claim" means any Unsecured  Claim held by a  governmental
unit entitled to priority in right of payment  pursuant to Section  507(a)(8) of
the Bankruptcy Code.

         "Pro Rata" shall mean, at any time, the same proportion that the amount
of a Claim in a  particular  Class bears to the  aggregate  amount of all Claims
(including Disputed Claims) in such Class.

                                       7

         "Released  Parties"  shall have the  meaning  assigned  to such term in
Section 11.4 of the Plan.

         "Reorganized  Debtors"  shall mean each of the Debtors on and after the
Effective Date.

         "Schedules" shall mean the schedules of assets and liabilities filed by
the  Debtors  with the  Bankruptcy  Court  pursuant  to  Section  521(1)  of the
Bankruptcy Code as they have been or may be amended or supplemented from time to
time in accordance with Bankruptcy Rule 1009.

         "Secured  Claim" shall mean a Claim which is a secured claim as defined
in Section 506 of the Bankruptcy Code.

         "Senior  Note  Claims"  shall mean all Claims  directly  or  indirectly
arising  from or under or related in any way to the Senior Note  Indenture,  the
Senior Notes,  and any of the documents,  instruments,  and agreements  relating
thereto, as amended, supplemented, or modified.

         "Senior  Note  Indenture"  means that  certain  Indenture,  dated as of
October 8, 1998,  between National Vision  Associates,  Ltd., now known as Vista
Eyecare, Inc., as issuer; each of the Debtor Subsidiaries (with the exception of
Vista Optical Express, Inc.), and nondebtors  International Vision Associates of
Ontario,   Ltd.  and  International   Vision  Associates  of  Canada,  Ltd.,  as
guarantors;  and State  Street Bank and Trust  Company,  as  Indenture  Trustee,
pursuant to which the Senior Notes were issued,  together with any amendments or
supplements thereto.

         "Senior Noteholders" shall mean the holders of the Senior Notes.

         "Senior Notes" shall mean the $125,000,000.00 12 3/4% Senior Notes, due
2005, of National  Vision  Associates,  Ltd., now known as Vista Eyecare,  Inc.,
issued and outstanding pursuant to the Senior Note Indenture,  together with any
amendments or supplements thereto.

         "Subordinated   Claim"   means  any  Claim  (a)  payment  of  which  is
subordinated in right of treatment or payment to other Claims under an agreement
enforceable under applicable non-bankruptcy law, but only to the extent provided
in such agreement,  (b) for  reimbursement  or contribution of an entity that is
liable with the Debtors,  or any of them,  on another  Creditor's  Allowed Claim
unless  and until such Claim is paid in full;  or (c)  subordinated  in right of
treatment or payment pursuant to Sections 509(c) or 510 of the Bankruptcy Code.

         "Subsequent Distribution" means any distribution of Available Shares or
Available  Notes made to the holders of Allowed  General  Unsecured  Claims on a
Subsequent Distribution Date in accordance with Section 7.4 of the Plan.

                                       8

         "Subsequent  Distribution  Date" means any date,  as  determined by the
Reorganized  Debtors,  which is after the Effective  Date and prior to the Final
Distribution Date on which a distribution of Available Shares or Available Notes
is made to  holders of  Allowed  General  Unsecured  Claims in  accordance  with
Section 7.4 of the Plan.

         "Transfer Agent" means the transfer agent for the New Common Stock.

         "Unsecured  Claim"  shall mean a Claim for which no  property of any of
the Debtors' Estates serves as security or Collateral.

         "U.S.  Trustee" shall mean the United States Trustee appointed pursuant
to Section 581, Title 28, United States Code, to serve in the Northern  District
of Georgia.

         "Vista" means Vista Eyecare, Inc.

         In addition to the  definitions set forth  hereinabove,  and insofar as
not  inconsistent or in conflict with said  definitions,  the words in this Plan
(whether  capitalized  or not) shall have the meanings  ascribed  thereto by the
Bankruptcy  Code  and the  Bankruptcy  Rules.  As used in this  Plan,  masculine
pronouns shall be deemed to include the feminine and neuter,  and all terms used
in the singular  shall  include the plural and vice versa.  The words  "herein,"
"hereof,"  and  "hereunder"  and any other words of similar  import refer to the
Plan as a whole,  including all exhibits  attached to this Plan, as the same may
from time to time be amended or supplemented, and not to any particular article,
section, or subdivision contained in the Plan.

ARTICLE III. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

         In  accordance  with  Section   1123(a)(1)  of  the  Bankruptcy   Code,
Administrative  Claims and  Priority  Tax Claims  have not been  classified  for
purposes of voting or receiving  distributions under the Plan. Instead, all such
Claims are treated as  unclassified  Claims on the terms set forth in Article IV
of the Plan.  All other Claims  against and Equity  Interests in the Debtors are
placed in the Classes set forth below. A Claim is in a particular  Class only to
the extent that the Claim qualifies  within the  description of that Class,  and
(unless  otherwise  noted herein) is in a different Class to the extent that the
remainder of the Claim  qualifies  within the description of some other Class. A
Claim  is also  placed  in a  particular  Class  for the  purpose  of  receiving
distributions  pursuant  to the Plan only to the  extent  that such  Claim is an
Allowed  Claim in that  Class and such  Claim has not been  paid,  released,  or
otherwise settled prior to the Effective Date.

         The  Classes of Claims of  Creditors  and  holders of Equity  Interests
under this Plan are as follows:

         Class 1 consists of all Other Priority Claims.

         Class 2 consists of all DIP Financing Claims.

                                       9

         Class 3 consists of all Other Secured Claims.

         Class 4 consists  of all  Convenience  Claims.  Convenience  Claims are
classified  only in Class 4 of this Plan and shall not receive  treatment  under
any other Classes.

         Class  5  consists  of all  General  Unsecured  Claims,  excluding  any
Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims.

         Class 6 consists  of all Late  Claims  and  Subordinated  Claims.  Such
Claims  are  classified  only in  Class 6 of the  Plan  and  shall  not  receive
treatment under any other Classes.

         Class 7 consists of all Intercompany  Claims.  Intercompany  Claims are
classified  only in Class 7 of this Plan and shall not receive  treatment  under
any other Classes.

         Class 8 consists of all Equity Interests.

ARTICLE IV. TREATMENT OF UNCLASSIFIED  ADMINISTRATIVE  CLAIMS AND PRIORITY
            TAX CLAIMS

         SECTION  4.1.  ADMINISTRATIVE  CLAIMS.  Except to the  extent  that any
entity  entitled  to payment of any  Allowed  Administrative  Claim  agrees to a
different  treatment,  each  holder of an  Allowed  Administrative  Claim  shall
receive (a) Cash in an amount equal to such Allowed  Administrative Claim on the
later of the Effective  Date and the date such  Administrative  Claim becomes an
Allowed  Administrative Claim, or as soon after allowance as is practicable,  or
(b) such other  treatment  as the  Debtors or the  Reorganized  Debtors and such
holder  shall have agreed upon in writing.  Before  payment by the Debtors of an
Administrative  Claim, a Person  asserting an  Administrative  Claim must comply
with the requisites of Section 503 of the Bankruptcy Code;  provided however, no
request for payment shall be required with respect to Administrative Claims that
have been incurred  prior to the  Confirmation  Date, the obligation of which is
liquidated  and  non-contingent  and was  incurred  by any of the Debtors in the
ordinary  course of their business and the  administration  of their  respective
Estates prior to the Confirmation Date. With respect to all other Administrative
Claims,  a request for payment must be filed by the claimant with the Bankruptcy
Court on or prior  to the  Administrative  Claim  Bar  Date  established  by the
Bankruptcy Court or such claim shall be disallowed and forever barred,  with the
exception of fees and other charges and expenses of professionals of the Debtors
and the Committee  employed  under Sections 327, 328, and 1103 of the Bankruptcy
Code and members of the Committee for their expenses  incurred in service on the
Committee, which are dealt with in the next paragraph.

         SECTION  4.2.   PROFESSIONAL  AND  COMMITTEE  MEMBER  COMPENSATION  AND
REIMBURSEMENT  CLAIMS.  All  professionals  of the Debtors and the Committee and
members  of  the  Committee   seeking  an  award  by  the  Bankruptcy  Court  of
compensation for services rendered or reimbursement of expenses incurred through
and including the Effective Date (a) shall file with the Bankruptcy  Court their
respective  final  applications  for  allowance  of  compensation  for  services
rendered and  reimbursement  of expenses  incurred through the Effective Date by
the date that is 60 days after the  Effective  Date or such other date as may be
fixed

                                       10

by the  Bankruptcy  Court and (b) if  granted,  such an award by the  Bankruptcy
Court  shall be paid in full in such  amounts as are  awarded by the  Bankruptcy
Court  (i)  on  the  date  such   Administrative   Claim   becomes   an  Allowed
Administrative  Claim, or as soon after allowance as is practicable or (ii) upon
such other  terms as may be  mutually  agreed  upon  between  such  holder of an
Administrative  Claim  and the  Debtors  in  Possession  or,  on and  after  the
Effective  Date, the Reorganized  Debtors.  All  professional  fees and expenses
incurred by the Debtors or the  Reorganized  Debtors  after the  Effective  Date
shall  be  paid  in the  ordinary  course  of  business  of the  Debtors  or the
Reorganized  Debtors,  without  the  need  for  filing  a fee  application.  The
Bankruptcy  Court shall retain  jurisdiction to resolve any dispute with respect
to the payment of any such fees or expenses  upon  application  by the  affected
professional.

         SECTION 4.3. PRIORITY TAX CLAIMS. Except to the extent that a holder of
an Allowed Priority Tax Claim agrees to a less favorable treatment,  each holder
of an  Allowed  Priority  Tax Claim  shall  receive,  at the sole  option of the
Reorganized  Debtors,  in full and final satisfaction of such Claim: (a) Cash in
an amount equal to such Allowed Priority Tax Claim on the later of the Effective
Date and the date such Priority Tax Claim becomes an Allowed Priority Tax Claim,
or as soon after allowance as is  practicable,  or (b) over a period through the
sixth  anniversary of the date of assessment of such Allowed Priority Tax Claim,
equal annual Cash payments in an aggregate amount equal to such Allowed Priority
Tax Claim,  together with interest (i) with respect to federal taxes, at a fixed
annual rate equal to the  federal  statutory  rate as provided in 26 U.S.C.  ss.
6621;  and (ii) with  respect to state and city  taxes,  at the rate  applicable
under  state or local  law.  A holder of a Claim  who has  asserted  such  Claim
against  more  than one  Debtor  or  against  a  Debtor  and any of Vista or the
Consolidated  Subsidiaries  arising  from or  related  to the  same  obligation,
transaction,  occurrence,  claim,  or cause of action (whether the basis for the
asserted liability or obligation arises from contract,  guarantee,  or operation
of law) shall be treated as having a single Claim for  purposes of  distribution
under this Plan and the Parent Plan.

ARTICLE V.  TREATMENT   OF   CLASSIFIED   CLAIMS  AND  EQUITY   INTERESTS,
            IMPAIRMENT, VOTING, AND CRAMDOWN

         SECTION 5.1. CLASS 1 - OTHER PRIORITY CLAIMS.

                  (a)  Distributions.  Except to the extent  that a holder of an
Allowed Other  Priority  Claim shall have agreed in writing to a less  favorable
treatment,  each holder of an Allowed Other Priority Claim shall receive payment
in an amount equal to such Allowed Claim in full in Cash on the later of (i) the
Effective  Date and (ii) the date when such  Other  Priority  Claim  becomes  an
Allowed Claim, or as soon after  allowance as is practicable,  in full and final
satisfaction  of such  Claim.  A holder of a Claim who has  asserted  such Claim
against  more  than one  Debtor  or  against  a  Debtor  and any of Vista or the
Consolidated  Subsidiaries  arising  from or  related  to the  same  obligation,
transaction,  occurrence,  claim,  or cause of action (whether the basis for the
asserted liability or obligation arises from contract,  guarantee,  or operation
of law) shall be treated as having a single Claim for  purposes of  distribution
under this Plan and the Parent Plan.

                                       11

                  (b)  Impairment  and Voting.  Class 1 is unimpaired  under the
Plan.  Holders of Allowed  Claims in Class 1 are presumed to accept the Plan and
are not entitled to vote to accept or reject the Plan.

         SECTION 5.2. CLASS 2 - DIP FINANCING CLAIMS.

                  (a)  Distributions.  Except to the extent  that a holder of an
Allowed  Claim in this Class  shall have  agreed in writing to a less  favorable
treatment,  on the Effective  Date,  each holder of a DIP Financing  Claim shall
receive payment in full in Cash, in full and final satisfaction of such Claim. A
holder of a Claim who has  asserted  such Claim  against more than one Debtor or
against a Debtor and any of Vista or the Consolidated  Subsidiaries arising from
or related to the same obligation,  transaction,  occurrence, claim, or cause of
action (whether the basis for the asserted  liability or obligation  arises from
contract,  guarantee,  or  operation of law) shall be treated as having a single
Claim for purposes of distribution under this Plan and the Parent Plan.

                  (b)  Impairment  and Voting.  Class 2 is unimpaired  under the
Plan. Each holder of a DIP Financing Claim is presumed to accept the Plan and is
not entitled to vote to accept or reject the Plan.

         SECTION 5.3. CLASS 3 - OTHER SECURED CLAIMS.

                  (a)  Distributions.  Except to the extent  that a holder of an
Allowed  Other  Secured  Claim shall have agreed in writing to a less  favorable
treatment,  at the sole option of the Debtors,  (i) each Allowed  Other  Secured
Claim shall be reinstated  and rendered  unimpaired  in accordance  with Section
1124(2) of the Bankruptcy  Code,  notwithstanding  any contractual  provision or
applicable  nonbankruptcy  law that  entitles  the  holder of an  Allowed  Other
Secured  Claim to demand or receive  payment of such Allowed Other Secured Claim
prior to the stated  maturity of such Allowed Other Secured Claim from and after
the occurrence of a default,  (ii) each holder of an Allowed Other Secured Claim
shall  receive  Cash in an amount  equal to such Allowed  Other  Secured  Claim,
including any interest on such Allowed  Other Secured Claim  required to be paid
pursuant to Section 506(b) of the Bankruptcy Code, on the later of the Effective
Date and the date such Allowed  Other  Secured  Claim  becomes an Allowed  Other
Secured  Claim,  or as soon after  allowance  as is  practicable,  or (iii) each
holder of an Allowed Other Secured Claim shall receive the  Collateral  securing
its Allowed  Other  Secured Claim and any interest on such Allowed Other Secured
Claim required to be paid pursuant to Section 506(b) of the Bankruptcy  Code, in
full and complete  satisfaction of such Allowed Other Secured Claim on the later
of the  Effective  Date and the date such Allowed Other Secured Claim becomes an
Allowed Other Secured Claim, or as soon after  allowance as is  practicable,  in
full and final  satisfaction of such Claim. A holder of a Claim who has asserted
such Claim  against more than one Debtor or against a Debtor and any of Vista or
the  Consolidated  Subsidiaries  arising from or related to the same obligation,
transaction,  occurrence,  claim,  or cause of action (whether the basis for the
asserted liability or obligation arises from contract,  guarantee,  or operation
of law) shall be treated as having a single Claim for  purposes of  distribution
under this Plan and the Parent Plan.

                                       12

                  (b)  Impairment  and Voting.  Class 3 is unimpaired  under the
Plan.  The holders of Allowed  Claims in Class 3 are presumed to accept the Plan
and are not entitled to vote to accept or reject the Plan.

         SECTION 5.4. CLASS 4 - CONVENIENCE CLAIMS.

                  (a)  Distributions.  Except to the extent  that a holder of an
Allowed  Claim in this Class  shall have  agreed in writing to a less  favorable
treatment,  each holder of an Allowed Convenience Claim in Class 4 shall receive
Cash in an amount equal to 75% of such Allowed Convenience Claim on the later of
(i) the  Effective  Date,  or (ii) 30 days  after the date on which  such  Claim
becomes  an  Allowed  Convenience  Claim,  or  as  soon  after  allowance  as is
practicable,  in full and final  satisfaction of such Claim. A holder of a Claim
who has asserted such Claim against more than one Debtor or against a Debtor and
any of Vista or the  Consolidated  Subsidiaries  arising  from or related to the
same obligation, transaction, occurrence, claim, or cause of action (whether the
basis for the asserted liability or obligation arises from contract,  guarantee,
or  operation  of law) shall be treated as having a single Claim for purposes of
distribution under this Plan and the Parent Plan.

                  (b) Impairment and Voting. Class 4 is Impaired under the Plan.
The  holders of Allowed  Convenience  Claims in Class 4 are  entitled to vote to
accept or reject the Plan.

                  (c) Election to be Treated as a Convenience Claim. By checking
the  appropriate  box on a timely cast Ballot,  the holder of an Allowed General
Unsecured  Claim in an amount greater than $1,500 may elect to reduce the amount
of its Allowed  General  Unsecured Claim to $1,500 and to receive a distribution
upon such Allowed Class 4 Convenience Claim of 75% of such reduced amount, which
would be $1,125  (i.e.,  75% of $1,500).  Such an election  shall  constitute  a
waiver of the right to  collect,  and a release  of, the  amount of the  Allowed
General  Unsecured  Claim in excess of $1,500,  and the  holder of such  Allowed
Class 4  Convenience  Claim  shall be deemed to have  released  the  Reorganized
Debtors,  the Debtors and their  Estates,  and their  property  from any and all
liability for the amount in excess of $1,500.  The holder of an Allowed  General
Unsecured Claim which timely elects to reduce the amount of its Allowed Claim to
$1,500 shall be deemed to be the holder of an Allowed Class 4 Convenience  Claim
for classification, voting, and all other purposes under the Plan.

         SECTION 5.5. CLASS 5 - GENERAL UNSECURED CLAIMS.

                  (a)  Distributions.  Except to the extent  that a holder of an
Allowed  Claim in this Class  shall have  agreed in writing to a less  favorable
treatment,  each  holder  of  an  Allowed  General  Unsecured  Claim  (excluding
Convenience Claims, Late Claims,  Subordinated  Claims, and Intercompany Claims)
in Class 5 under this Plan and Class 5 under the Parent  Plan shall  receive its
Pro Rata share of (i) Available  Notes and (ii)  Available  Shares,  in full and
final  satisfaction  of such  Claim.  Each  holder of a Class 5 Allowed  General
Unsecured Claim will receive its  distribution on the later of (i) the Effective
Date,  or (ii) 30 days  after the date on which  such  Claim  becomes an Allowed
General Unsecured Claim, or as soon after allowance

                                       13

as is practicable. If, after the Effective Date, any further Available Shares or
Available Notes are available from the release of New Common Stock or New Senior
Notes from the Disputed Claims  Reserve,  then each holder of an Allowed General
Unsecured Claim (excluding Convenience Claims, Late Claims, Subordinated Claims,
and Intercompany Claims) will receive on a Subsequent Distribution Date, if any,
and the Final Distribution Date, Available Shares and Available Notes on account
of its Allowed  General  Unsecured Claim in accordance with this Section 5.5 and
Sections  7.4 and 7.5 of the Plan.  A holder of a Claim  who has  asserted  such
Claim  against  more than one Debtor or against a Debtor and any of Vista or the
Consolidated  Subsidiaries  arising  from or  related  to the  same  obligation,
transaction,  occurrence,  claim,  or cause of action (whether the basis for the
asserted liability or obligation arises from contract,  guarantee,  or operation
of law) shall be treated as having a single Claim for  purposes of  distribution
under this Plan and the Parent Plan.

                  (b) Impairment and Voting. Class 5 is Impaired under the Plan.
Each holder of an Allowed General Unsecured Claim in Class 5 is entitled to vote
to accept or reject the Plan.

         SECTION 5.6. CLASS 6 - LATE CLAIMS AND SUBORDINATED CLAIMS.

                  (a)  Distributions.  Each  holder  of a Class  6  Claim  shall
receive no distribution on account of its Class 6 Claim.

                  (b) Impairment and Voting. Class 6 is Impaired under the Plan.
Because the holders of Class 6 Claims are receiving no  distributions,  they are
conclusively  presumed to have  rejected  the Plan in  accordance  with  Section
1126(g) of the Bankruptcy  Code and are not entitled to vote to accept or reject
the Plan.

SECTION 5.7.      CLASS 7 - INTERCOMPANY CLAIMS.

                  (a)  Distributions.  Each  holder  of a Class  7  Claim  shall
receive no distribution on account of its Class 7 Claim.

                  (b) Impairment and Voting. Class 7 is Impaired under the Plan.
Because the holders of Class 7 Claims are receiving no  distributions,  they are
conclusively  presumed to have  rejected  the Plan in  accordance  with  Section
1126(g) of the Bankruptcy  Code and are not entitled to vote to accept or reject
the Plan.

SECTION 5.8.      CLASS 8 - EQUITY INTERESTS.

                  (a)  Distributions.  The  holders of Class 8 Equity  Interests
shall receive no distributions  whatsoever on account of such Equity  Interests.
All Equity  Interests in each of the Debtors  shall be canceled on the Effective
Date.

                  (b) Impairment and Voting. Class 8 is Impaired under the Plan.
Because the holders of Equity Interests are receiving no distributions, they are
conclusively

                                       14

presumed to have  rejected the Plan in  accordance  with Section  1126(g) of the
Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

         SECTION 5.9. IMPAIRED AND UNIMPAIRED CLASSES. Classes 4, 5, 6, 7, and 8
are Impaired under the Plan. Classes 1, 2, and 3 are unimpaired under the Plan.

         SECTION 5.10.  CLASSES  ENTITLED TO VOTE. Each Impaired Class of Claims
or Equity  Interests  shall be entitled to vote  separately  to accept or reject
this  Plan;  provided  however,  that  Classes  6, 7, and 8 are  deemed  to have
rejected the Plan and thus are not entitled to vote on the Plan.  Any unimpaired
Classes of Claims or Equity Interests are deemed to have accepted the Plan under
the  provisions  of  Section  1126(f)  of the  Bankruptcy  Code and shall not be
entitled to vote to accept or reject this Plan.  Accordingly,  the Debtors  will
not solicit acceptances of the Plan from unimpaired Classes. Any Person electing
to reduce a Claim to  $1,500  on the  Ballot  and have the  Claim  treated  as a
Convenience Claim will vote only in Class 4 under this Plan.

         SECTION 5.11.  CLASS ACCEPTANCE  REQUIREMENTS.  A Class of Claims shall
have accepted this Plan if it is accepted by at least two-thirds (2/3) in amount
and more than  one-half  (1/2) in number of the  Claims of such  Class  that are
allowed to vote and have voted on this Plan.

         SECTION 5.12. 11 U.S.C.  SECTION 1129.  Because Classes 6, 7, and 8 are
deemed to have  rejected  the Plan,  the  Debtors,  as  proponents  of the Plan,
request that the Bankruptcy Court confirm this Plan with respect to such Classes
in  accordance  with  Section  1129(b)  of the  Bankruptcy  Code,  the  cramdown
provision.  If any other  Impaired Class fails to accept this Plan in accordance
with  Section  1129(a) of the  Bankruptcy  Code,  this Plan shall  constitute  a
request by the Debtors that the  Bankruptcy  Court confirm this Plan pursuant to
Section 1129(b) of the Bankruptcy Code.

         SECTION 5.13. SEPARATE VOTING BY HOLDERS OF CLAIMS AGAINST EACH DEBTOR.
The  Estate of each  Debtor  shall be deemed to have the  Claims  classified  as
provided in Article  III.  Separate  ballots will be cast with respect to Claims
asserted against each Debtor.  Voting results shall be determined separately for
each Debtor.

ARTICLE VI. IMPLEMENTATION OF THE PLAN

         SECTION 6.1. DIRECTORS AND OFFICERS OF THE REORGANIZED DEBTORS.

                  (a) Board of Directors. As of the Effective Date, the board of
directors of the Reorganized  Debtors shall initially consist of 5 members to be
selected by the Committee,  whose names shall be disclosed on or before the date
of the Confirmation  Hearing. The boards of directors of each of the Reorganized
Debtors will select a chairman at their initial meeting.

                  (b) Officers of the Reorganized  Debtors. The officers of each
of the  Debtors  immediately  prior to the  Effective  Date  shall  serve as the
initial  officers of the  Reorganized  Debtors on and after the Effective  Date.
Such  officers  may  continue to serve in

                                       15

accordance with such terms as may be negotiated with the Reorganized Debtors and
applicable  nonbankruptcy  law. The employee severance program that was approved
by the  Bankruptcy  Court  in  its  Order  Authorizing  and  Approving  Employee
Severance  Program,  entered in the Chapter 11 Cases on April 18, 2000, shall be
binding upon the Reorganized  Debtors, as the successor to the Debtors,  through
and including one year after the Effective Date.

         SECTION 6.2. SECURITIES TO BE ISSUED PURSUANT TO THE PLAN.

                  (a) New  Common  Stock.  On the  Effective  Date of the Parent
Plan, Vista is authorized to issue 10,000,000 shares of New Common Stock. On the
Effective Date of the Parent Plan,  Vista will actually  issue  5,000,000 of the
10,000,000  in authorized  shares of New Common Stock.  Each share of New Common
Stock will entitle its holder to one vote,  with no  cumulative  voting  rights.
Holders of New Common Stock will have the right to  participate  proportionately
in any dividends  distributed.  Each holder of at least five percent (5%) of New
Common Stock will not offer, sell, contract to sell, or otherwise dispose of any
shares of New Common Stock for a period of three years from the  Effective  Date
without the prior written consent of Vista.

                  (b) New  Senior  Notes.  The New  Senior  Notes will be issued
pursuant to the New Notes  Indenture,  which will be  qualified  under the Trust
Indenture Act of 1939, as amended.  An indenture  trustee will be selected prior
to the Confirmation  Hearing. A summary of the principal terms and conditions of
the New Senior Notes,  which is subject to amendment pursuant to agreement among
the Debtors and the Committee, is attached hereto as Exhibit "A."

         SECTION 6.3.  CANCELLATION  AND  SURRENDER OF EXISTING  SECURITIES  AND
AGREEMENTS.  On the Effective Date, the Senior Notes and Equity Interests in any
of the Debtors shall be deemed canceled, terminated, and of no further force and
effect  without  any further  action on the part of the  Bankruptcy  Court,  the
Debtors, or any other Person. The holders of instruments,  securities, and other
documentation  evidencing  such  canceled  Senior  Notes and  Equity  Interests,
including the Senior Note Indenture  (except as provided in Section 7.1),  shall
have no rights  arising from or relating to such  instruments,  securities,  and
other  documentation  or the  cancellation  thereof,  except the rights provided
pursuant  to the Plan.  All  obligations  of the  Debtors  under the Senior Note
Indenture  shall  terminate as of the Effective Date except as to any obligation
to pay expenses of the Indenture  Trustee for  distributions  as contemplated by
Sections 7.1 and 7.8 of the Plan.

         SECTION 6.4.  APPLICABILITY OF SECTION 1125 OF THE BANKRUPTCY CODE. The
protection  afforded by Section  1125(e) of the Bankruptcy  Code with respect to
the solicitation of acceptances or rejections of the Plan and with regard to the
offer,  issuance,  sale,  or purchase of the New Common Stock and the New Senior
Notes,  shall  apply to the full extent  provided  by law,  and the entry of the
Confirmation  Order shall constitute the Bankruptcy  Court's  determination that
the Debtors,  the  Reorganized  Debtors,  and the  Committee,  and each of their
respective officers, directors, partners, employees, members, agents, attorneys,
accountants,  or other  professionals,  shall  have  acted in good  faith and in
compliance  with the applicable  provisions of the  Bankruptcy  Code pursuant to
Section 1125(e) thereof.

                                       16

SECTION 6.5. BANKRUPTCY CODE SECTION 1145 EXEMPTION.  Pursuant to, in accordance
with,  and solely to the extent  provided  under Section 1145 of the  Bankruptcy
Code,  the  issuance of New Senior  Notes and New Common  Stock to the  Debtors'
Creditors under the Plan is exempt from the registration requirements of Section
5 of the  Securities  Act of 1933,  as  amended,  and any  state  or  local  law
requiring  registration  for  offer or sale of a  security  or  registration  or
licensing  of an  issuer  of,  underwriter  of,  or broker or dealer in such New
Senior Notes and New Common  Stock and is deemed to be a public  offering of New
Senior Notes and New Common Stock.

ARTICLE VII. PROVISIONS GOVERNING DISTRIBUTIONS

         SECTION  7.1.  DELIVERY OF  DISTRIBUTIONS.  Except as may  otherwise be
specifically  provided,  distributions  made under the Plan shall be in exchange
for and in complete  satisfaction,  discharge,  and release of all Claims of any
nature  whatsoever  against  the  Reorganized  Debtors and the Debtors or any of
their respective  Estates,  assets, or properties.  Distributions under the Plan
shall be deemed made to the  holders of Allowed  Claims  when  deposited  in the
United States mail,  first class postage prepaid and directed to the Creditor at
the address  denominated in the proof of claim filed with the Bankruptcy  Court,
or if the  Creditor  has not  filed a proof of  claim,  to the  Creditor  at the
address  listed in the  Debtors'  Schedules,  or to such  other  address  as the
Creditor shall provide in writing to the Reorganized  Debtors in accordance with
the  notice  provisions  detailed  in this  Plan;  provided  however,  that  all
distributions  to the holders of Allowed  Senior  Note  Claims  shall be made in
accordance with the Senior Note Indenture.  The Reorganized  Debtors shall cause
distributions  of New Senior Notes and New Common Stock to be made  initially to
the New Notes Indenture Trustee and the Transfer Agent, respectively,  who shall
make the distributions to the holders of Allowed General Unsecured Claims or, in
the case of holders of Allowed Senior Note Claims,  to the Indenture Trustee for
further  distribution  to  individual  holders of Allowed  Senior Note Claims in
accordance with the Senior Note Indenture. Notwithstanding any provisions in the
Plan to the contrary,  the Senior Note  Indenture will continue in effect to the
extent   necessary  to  allow  the   Indenture   Trustee  to  receive  and  make
distributions pursuant to the Plan on account of Allowed Senior Note Claims.

         SECTION 7.2. EFFECTIVE DATE DISTRIBUTION.  On the Effective Date, or as
soon  thereafter as practicable,  the then Available Notes and Available  Shares
shall be  distributed  on a Pro Rata basis to the  holders  of  Allowed  General
Unsecured  Claims in Class 5. A Disputed  Claims Reserve will be established for
those Claims in Class 5 that are not yet  resolved and Allowed on the  Effective
Date.

         SECTION  7.3.  DISPUTED  CLAIMS  RESERVE.  On the  date of the  initial
distribution to holders of Allowed General Unsecured Claims pursuant to Sections
7.1  and 7.2 of the  Plan,  an  aggregate  number  of New  Senior  Notes  and an
aggregate  number of shares of New Common Stock shall be deposited  with the New
Notes  Indenture  Trustee and the Transfer  Agent,  respectively,  sufficient to
distribute to each holder of a Disputed  General  Unsecured

                                       17

Claim (i) the  number of New Senior  Notes and  shares of New Common  Stock that
such holder would have been entitled to receive under the Plan if such Claim had
been  an  Allowed   General   Unsecured  Claim  on  the  date  of  such  initial
distribution,  or (ii) such amount as the Bankruptcy  Court may otherwise  order
(the "Disputed Claims Reserve"). New Senior Notes and shares of New Common Stock
shall be withheld by the New Notes  Indenture  Trustee and the  Transfer  Agent,
respectively,  and reserved for distribution to holders of Disputed Claims until
such time as such  notes  and/or  shares are  distributed  to holders of Allowed
Claims. Until such distribution, shares of New Common Stock held for the benefit
of holders of Disputed  General  Unsecured  Claims  shall be treated as treasury
stock for voting purposes. The holder of a Disputed General Unsecured Claim that
becomes  an Allowed  Claim  subsequent  to the  Effective  Date shall  receive a
distribution  of New Senior Notes and New Common Stock from the Disputed  Claims
Reserve as soon thereafter as is practicable.  Such distributions  shall be made
in accordance with the Plan based on the distributions that would have been made
to such holder under the Plan if the Disputed  General  Unsecured Claim had been
an Allowed Claim on or prior to the Effective  Date. If at any time or from time
to time after the Effective Date,  there shall be New Senior Notes and/or shares
of New Common Stock in the Disputed Claims Reserve in an amount in excess of the
amount  which the  Reorganized  Debtors are  required at such time to reserve on
account of Disputed  General  Unsecured Claims under the Plan or pursuant to any
Order of the Bankruptcy Court, such excess shares of New Common Stock and excess
New Senior Notes shall become  available for distribution in accordance with the
Plan.

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

         SECTION  7.5.  DISTRIBUTIONS  ON THE FINAL  DISTRIBUTION  DATE.  Unless
otherwise  provided in this Plan, to the extent there are  Available  Shares and
Available  Notes  subsequent to the Effective Date as a result of the release of
shares of New Common Stock and New Senior

                                       18

Notes from the Disputed  Claims  Reserve in  accordance  with Section 7.3 of the
Plan or the return of unclaimed,  undeliverable or time-barred  distributions to
holders of Allowed  General  Unsecured  Claims  pursuant to Section  7.16 of the
Plan, the  Reorganized  Debtors shall cause the Transfer Agent and the New Notes
Indenture  Trustee  to  distribute  on the  Final  Distribution  Date  all  such
Available Shares and Available Notes to the holders of General  Unsecured Claims
entitled  thereto that were Allowed on the Effective Date, or subsequently  have
become Allowed on or before the Final Distribution Date, in amounts necessary to
cause such holders to have  received  aggregate  distributions  of shares of New
Common Stock and New Senior Notes in respect of such Allowed Claims equal to the
distributions  that such holders  would have received in respect of such Allowed
General  Unsecured Claims on the Effective Date if (i) such Available Shares and
Available Notes had been available for  distribution on the Effective Date, (ii)
such Allowed General  Unsecured Claims had been Allowed on the Effective Date in
the amounts in which they are Allowed on the Final  Distribution Date, and (iii)
Claims  or  portions  thereof  that have  become  disallowed  subsequent  to the
Effective Date and on or before the Final  Distribution Date had been disallowed
on the Effective Date.

         SECTION 7.6. FRACTIONAL NOTES AND FRACTIONAL SHARES.

                  (a) Fractional Notes.  Notwithstanding  any other provision in
the Plan to the contrary, no fractional  denominations of New Senior Notes shall
be issued  pursuant to the Plan.  Whenever  the  issuance of any New Senior Note
would  otherwise  call for the  issuance  in an amount for a  fraction  of a New
Senior Note (issued in $1,000  denominations),  the actual  issuance of such New
Senior Note shall  reflect a rounding of such  fraction to the nearest whole New
Senior Note  denomination (up or down),  with half  denominations  being rounded
down. If two or more holders are entitled to equal  fractional  entitlements and
the number of holders so entitled exceeds the number of whole notes, as the case
may be, which remain to be allocated, the Reorganized Debtors shall allocate the
remaining  whole  notes to such  holders by random  lot or such other  impartial
method as the Reorganized  Debtors deem fair, in the  Reorganized  Debtors' sole
discretion.  Upon the allocation of all of the whole notes  authorized under the
Plan, all remaining  fractional  portions of the entitlements  shall be canceled
and shall be of no further force and effect.

                  (b) Fractional Shares.  Notwithstanding any other provision in
the Plan to the  contrary,  no  fractional  shares of New Common  Stock shall be
issued  pursuant to the Plan.  Whenever  any payment of a fraction of a share of
New  Common  Stock  would  otherwise  be  required  under the Plan,  the  actual
distribution made shall reflect a rounding of such fraction to the nearest whole
share (up or down), with half shares or less being rounded down and fractions in
excess  of a half of a share  being  rounded  up.  If two or  more  holders  are
entitled to equal fractional  entitlements and the number of holders so entitled
exceeds  the  number of whole  shares,  as the case may be,  which  remain to be
allocated,  the Reorganized Debtors shall allocate the remaining whole shares to
such  holders by random lot or such other  impartial  method as the  Reorganized
Debtors  deem  fair,  in the  Reorganized  Debtors'  sole  discretion.  Upon the
allocation of all of the whole shares  authorized  under the Plan, all remaining
fractional  portions of the  entitlements  shall be canceled  and shall be of no
further force and effect.

                                       19

         SECTION 7.7. RECORD DATE FOR DISTRIBUTION.  On the close of business on
the  Confirmation  Date,  the Debtors'  records for transfer of the Senior Notes
shall close and the Debtors,  the Reorganized Debtors, and the Indenture Trustee
shall not be  obligated  to  recognize  of record any  transfers of Senior Notes
occurring  after  that date.  The  Debtors,  the  Reorganized  Debtors,  and the
Indenture  Trustee  shall be entitled to recognize  and deal for purposes of the
Plan with only  those  record  holders  of the  Senior  Notes as of the close of
business on the Confirmation Date.

         SECTION  7.8.   INDENTURE   TRUSTEE'S   FEES  AND  EXPENSES   REGARDING
DISTRIBUTIONS.   The  fees  and  expenses  of  the  Indenture  Trustee  and  its
professionals  under  the  Indenture  will  be paid by the  Debtors  and/or  the
Reorganized  Debtors  on the  Effective  Date in a  manner  consistent  with the
provisions of the Senior Note Indenture;  provided  however,  that if there is a
dispute  between the Debtors or  Reorganized  Debtors and the Indenture  Trustee
about any such fees or expenses,  the dispute will be resolved by the Bankruptcy
Court.  Upon payment of the fees and expenses of the  Indenture  Trustee and its
professionals  in full,  the  Indenture  Trustee and its  professionals  will be
deemed to have released their liens under Section 7.07 of the Indenture securing
payment of their fees and expenses for all fees and expenses payable through the
Effective Date.

         SECTION 7.9. ALLOCATION OF CONSIDERATION.  The aggregate  consideration
to be  distributed to the holders of Allowed Claims in each Class under the Plan
shall be treated as first  satisfying  an amount  equal to the stated  principal
amount of the Allowed Claim for such holders and any remaining  consideration as
satisfying accrued, but unpaid,  interest and costs, if any, and attorneys' fees
where applicable.

         SECTION   7.10.   CONDITION   PRECEDENT  TO   RECEIVING   DISTRIBUTION.
Notwithstanding  any other  provision of the Plan,  as a condition  precedent to
receiving any  distribution  under the Plan,  each holder of a promissory  note,
share  certificate,  or other  instrument or security  evidencing a Claim (other
than the Senior Notes) must tender such promissory  note or other  instrument or
security  to the  Reorganized  Debtors or their  designee  or must  execute  and
deliver an affidavit  of loss and furnish an indemnity or bond in substance  and
amount reasonably satisfactory to the Reorganized Debtors. Any holder of a Claim
(other than a Claim arising from the Senior Notes) that fails to surrender  such
instrument or to provide the affidavit and indemnity or bond before the later to
occur of (i) six months after the Effective  Date and (ii) six months  following
the date such  holder's  Claim  becomes an Allowed Claim shall be deemed to have
forfeited  all rights and/or  Claims and may not receive or  participate  in any
distribution under the Plan.

         SECTION  7.11.  NO  DISTRIBUTION   PENDING  RESOLUTION  OF  OBJECTIONS.
Notwithstanding any other provision of this Plan, no distributions shall be made
with respect to a Disputed Claim (or any Disputed portion of a Claim) unless and
until all objections to such Disputed Claim have been determined by Final Order.
Distributions  to  each  holder  of a  Disputed  Claim  to the  extent  that  it
ultimately  becomes  an  Allowed  Claim  shall  be made in  accordance  with the
applicable provisions of the Plan with respect to such Claim. Such distributions
shall be

                                       20

made as soon as practicable  after the date that the order or judgment  allowing
such Claim (or portion thereof) becomes a Final Order.

         SECTION 7.12.  EFFECT OF SECTION 502(D) ON THE RIGHT TO  DISTRIBUTIONS.
No Creditor  shall receive a  distribution  prohibited by Section  502(d) of the
Bankruptcy  Code.  The  Debtors or the  Reorganized  Debtors  shall  notify each
affected  Creditor  of their  contention  that  Section  502(d)  prohibits  such
distribution  prior to the date of the scheduled  distribution to such Creditor,
and no  distribution  shall be made to such Creditor until either the contention
is resolved in favor of the  Creditor by Final Order or the  Creditor has timely
repaid the amount or turned over the  property as required by Section  502(d) of
the  Bankruptcy  Code.  A Claim  that is the  subject of a dispute  pursuant  to
Section 502(d) of the  Bankruptcy  Code shall be treated as a Disputed Claim for
purposes of the Plan.

         SECTION 7.13. TREATMENT OF CONTINGENT,  UNLIQUIDATED,  AND UNDETERMINED
CLAIMS. Until such time as a Contingent Claim or a Contingent portion of a Claim
becomes fixed and absolute,  such Claim shall be treated as a Disputed Claim for
all purposes related to estimations,  allocations,  and distributions under this
Plan; provided,  however, that distributional entitlements shall arise only from
the date on which a Contingent  Claim becomes  fixed and absolute.  Persons that
have filed Claims against the Debtors in an undetermined  or unspecified  amount
or which are  unliquidated  shall not receive any  distribution  on their Claims
unless and until such time as the Claims are liquidated and Allowed.

         SECTION 7.14. PRECONFIRMATION DISTRIBUTIONS. Nothing in this Plan shall
be deemed to entitle the holder of a Claim that received, prior to the Effective
Date,  full or partial  payment of such holder's  Claim, by way of settlement or
otherwise,  pursuant  to an  order of the  Bankruptcy  Court,  provision  of the
Bankruptcy  Code, or other means,  to receive a duplicate  payment in full or in
part  pursuant  to this  Plan;  and all such full or partial  payments  shall be
deemed to be  payments  made  under this Plan for  purposes  of  satisfying  the
obligations of the Debtors and the Reorganized Debtors hereunder.

         SECTION  7.15.  UNDELIVERABLE  DISTRIBUTIONS.  If  any  Claim  holder's
distribution is returned as undeliverable,  or is not sent because no address is
available,  and effort  commensurate with the size of the distribution  fails to
produce a good address,  no further  distributions  to such holder shall be made
unless and until the Reorganized  Debtors (or a disbursing agent, if applicable)
is  notified of such  holder's  then-current  address,  at which time all missed
distributions shall be made to such holder, without interest.

         SECTION 7.16. UNCLAIMED  DISTRIBUTIONS.  Any distribution of Cash under
the  Plan  which is  unclaimed  for a  period  of six  months  after  the  Final
Distribution Date shall revert to the Reorganized  Debtors, and the claim of any
holder  with  respect to such  property,  or the  claims of any state  under its
escheat,  unclaimed  property,  or similar  laws with  respect to such  property
(which  state  shall not be deemed a holder of a Claim  under  such laws for the
purposes of this Plan),  shall be discharged and forever  barred.  Distributions
under the Plan  consisting  of New  Senior  Notes or New  Common  Stock that are
unclaimed for a period of six months after the Final  Distribution Date shall be
canceled  and any  dividend or interest  which has accrued  with respect to such
securities  shall be transferred to the  Reorganized  Debtors and entitlement by
the holder of a Claim to such  distribution  shall be  extinguished  and forever
barred.

                                       21

ARTICLE VIII. PROVISIONS GOVERNING OBJECTIONS TO AND RESOLUTION
              OF CLAIMS

         SECTION 8.1.  OBJECTIONS TO AND  RESOLUTION OF CLAIMS.  The Debtors and
the  Reorganized  Debtors  shall  have  the  exclusive  right  to make  and file
objections to Claims  subsequent to the Effective  Date. All objections that are
not settled shall be litigated to a Final Order. Unless otherwise ordered by the
Bankruptcy  Court,  the  Debtors  and the  Reorganized  Debtors  shall  file all
objections to Claims (other than Administrative  Claims) that are the subject of
proofs of claim and serve such  objections  upon the  holders of the Claim as to
which the  objection  is made as soon as is  practicable,  but in no event later
than 90 days after the  Effective  Date or such later date as may be approved by
the  Bankruptcy  Court.  Except as  otherwise  provided  in the  Plan,  a Person
asserting an Administrative Claim in these Chapter 11 Cases must comply with the
requisites of Section 503 of the Bankruptcy Code, including filing a request for
payment  thereof  with the  Bankruptcy  Court on or prior to the  Administrative
Claim Bar Date. The Bankruptcy  Court will schedule a hearing on  Administrative
Claims filed in the Chapter 11 Cases, and the Debtors,  the Reorganized Debtors,
and the Committee shall have an opportunity to assert objections thereto at such
hearing.

         SECTION 8.2. AMENDMENTS TO SCHEDULES AND CLAIM OBJECTIONS.  The Debtors
and the  Reorganized  Debtors  reserve the right to object to any and all Claims
filed in these Chapter 11 Cases and to amend their  Schedules to dispute Claims,
if and as deemed appropriate, for purposes of allowance and distribution and for
purposes of voting on the Plan. If an objection to a Claim (or portion  thereof)
is  filed  by the  Debtors,  the  Reorganized  Debtors,  or any  other  party in
interest, or if the Claim (or portion thereof) is Contingent,  unliquidated,  or
filed in an undetermined or unspecified  amount, then no distributions under the
Plan shall be made to that  holder of a Claim (or in  respect  of such  Disputed
portion),  as the case may be, until the matter is  determined by the entry of a
Final Order.

         SECTION 8.3. DISALLOWANCE OF POSTPETITION  INTEREST,  PENALTIES,  FEES,
AND  OTHER  ACCRUALS.  The  Debtors  and the  Reorganized  Debtors  shall not be
required to make  specific  objections to proofs of claim that allege a right to
recover postpetition interest,  penalties, fees, and other accruals with respect
to prepetition  Claims (except proofs of Secured Claims alleging  entitlement to
such accruals  pursuant to Section 506(b) of the Bankruptcy Code), and any claim
amounts attributable to such postpetition interest,  penalties,  fees, and other
accruals  shall be  disallowed  in full upon  entry of the  Confirmation  Order;
provided,  however,  that the disallowance provided for herein may be subject to
reconsideration  with respect to a  particular  Claim upon motion filed with the
Bankruptcy Court and served upon the Debtors and the Reorganized Debtors.

                                       22

         SECTION 8.4. ADMINISTRATIVE, PRIORITY, AND CONVENIENCE CLAIMS RESERVE.

                  (a) Establishment of Administrative, Priority, and Convenience
Claims Reserve.  On the Effective Date, the Reorganized Debtors shall place into
reserve  an amount of Cash equal to (i) the sum of the  aggregate  amount of all
Disputed  Administrative  Claims,  Disputed Priority Tax Claims,  Disputed Other
Priority  Claims,  and Disputed  Convenience  Claims,  plus (ii) an amount to be
determined   by  the   Bankruptcy   Court  to  be  reserved   for  any  Disputed
Administrative Claims, Disputed Priority Tax Claims, and Disputed Other Priority
Claims  that  are  Contingent,  unliquidated,  or filed  in an  undetermined  or
unspecified  amount  (the  "Administrative,  Priority,  and  Convenience  Claims
Reserve").

                  (b) Cash Held in  Administrative,  Priority,  and  Convenience
Claims  Reserve.  Cash held in the  Administrative,  Priority,  and  Convenience
Claims  Reserve  shall be deposited in a segregated  bank account or accounts in
the name of the  Reorganized  Debtors  and  designated  as held in trust for the
benefit of  holders  of Allowed  Administrative  Claims,  Allowed  Priority  Tax
Claims, Allowed Other Priority Claims, and Allowed Convenience Claims. Cash held
in such reserve shall not constitute  property of the Reorganized  Debtors.  The
Reorganized Debtors shall invest the Cash held in the Administrative,  Priority,
and  Convenience  Claims Reserve in a manner  consistent with Section 345 of the
Bankruptcy Code. The Reorganized  Debtors shall pay, or cause to be paid, out of
the funds held in such reserve, any tax imposed thereon by any governmental unit
with respect to income generated by Cash held in this reserve.  Any Cash held in
the  Administrative,   Priority,   and  Convenience  Claims  Reserve  after  all
Administrative, Priority, and Convenience Claims have been Allowed or disallowed
shall be transferred to and become the property of the Reorganized Debtors.

         SECTION  8.5.  ALLOWANCE  OF  DISPUTED  ADMINISTRATIVE,  PRIORITY,  AND
CONVENIENCE   CLAIMS.   If,  on  or  after  the  Effective  Date,  any  Disputed
Administrative,  Priority,  or Convenience  Claim becomes an Allowed Claim,  the
Reorganized Debtors shall, 30 days after the date on which such Claim becomes an
Allowed Claim,  or as soon  thereafter as is  practicable,  distribute  from the
Administrative,  Priority,  and Convenience Claims Reserve to the holder of such
Allowed Claim Cash equal to the amount that such holder would have been entitled
to had such Claim been Allowed on the Effective Date.

         SECTION 8.6.  ESTIMATION.  The Debtors and the Reorganized Debtors may,
at any time,  request that the  Bankruptcy  Court  estimate  any Disputed  Claim
(including  any Contingent  Claim)  pursuant to Section 502(c) of the Bankruptcy
Code  regardless of whether the Debtors or the  Reorganized  Debtors  previously
objected  to such  Claim.  The  Bankruptcy  Court will  retain  jurisdiction  to
estimate  any Claim at any time,  including  during  litigation  concerning  any
objection to such Claim.  In the event that the Bankruptcy  Court  estimates any
Disputed Claim,  that estimated amount may constitute  either the Allowed amount
of such Claim, the amount on which a reserve is to be calculated for purposes of
the Disputed  Claims Reserve or the  Administrative,  Priority,  and Convenience
Claims  Reserve,  or a maximum  limitation  on such Claim,  as determined by the
Bankruptcy  Court. If the estimated amount  constitutes a maximum  limitation on
such  Claim,  the  Debtors or the  Reorganized  Debtors  may elect to pursue any
supplemental proceedings to object to any ultimate payment of such Claim. All of
the

                                       23

aforementioned  Claims  objection,  estimation  and  resolution  procedures  are
cumulative and not necessarily exclusive of one another.

ARTICLE IX. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED
            LEASES

         SECTION 9.1.  ASSUMPTION  AND  REJECTION OF CONTRACTS  AND LEASES.  All
executory  contracts and unexpired  leases (within the meaning of Section 365 of
the Bankruptcy  Code) (i) which are not expressly the subject of a motion to the
Bankruptcy  Court  for an order of  assumption  or for an  order  for  rejection
pending as of the Effective  Date,  (ii) which have not been assumed or rejected
prior  thereto by the Debtors  pursuant to an order of the  Bankruptcy  Court or
operation  of the  Bankruptcy  Code,  or  (iii)  which  are  not  listed  on the
Assumption Schedule attached hereto as Exhibit B (as it may be amended from time
to time prior to the  Confirmation  Hearing,  upon notice to affected  parties),
shall be deemed to be REJECTED AS OF THE  EFFECTIVE  DATE,  in  accordance  with
Section 365 of the Bankruptcy Code. The executory contracts and unexpired leases
listed on  Exhibit B attached  hereto  (as it may be  amended  from time to time
prior to the  Confirmation  Hearing  upon notice to affected  parties)  shall be
deemed to be ASSUMED AS OF THE EFFECTIVE DATE, in accordance with Section 365 of
the Bankruptcy Code. The Debtors have listed on Exhibit B the nondebtor party to
the contract or lease,  the type of contract or lease,  and the amount necessary
(if any) based upon the Debtors' records to cure all defaults under the contract
or lease to be assumed.  Entry of the  Confirmation  Order shall  constitute the
approval,  in accordance  with Sections  365(a) and 1123(b)(2) of the Bankruptcy
Code, of the Debtors'  rejection and  assumption of the executory  contracts and
unexpired leases deemed rejected and assumed pursuant to this section.

         SECTION  9.2.  REJECTION  CLAIMS AND BAR DATE.  All Claims for  damages
arising from executory  contracts or unexpired  leases that are deemed  rejected
pursuant to Section 9.1 of this Plan must be filed with the Bankruptcy  Court by
no later  than  thirty  (30) days after  entry of the  Confirmation  Order.  Any
rejection  Claims not filed within such time period will be forever  barred from
being asserted against the Debtors,  their Estates, and the Reorganized Debtors.
All  Allowed  Claims  arising  from the  rejection  of  executory  contracts  or
unexpired leases shall be treated as Class 5 Claims.

         SECTION 9.3. CURE OF DEFAULTS  UNDER ASSUMED  CONTRACTS AND LEASES.  In
accordance  with  Section 365 of the  Bankruptcy  Code,  and except as otherwise
agreed by the parties,  the Reorganized Debtors will cure any and all undisputed
defaults  under any  executory  contracts or  unexpired  leases that are assumed
pursuant to the Plan within 60 days of the Effective Date. All disputed defaults
that are required to be cured shall be cured either  within 30 days of the entry
of a Final  Order  determining  the  amount,  if  any,  of the  Debtors'  or the
Reorganized  Debtors'  liability  with respect  thereto,  or as may otherwise be
agreed to by the parties.

         SECTION 9.4.  INSURANCE  POLICIES.  All of the Debtors'  rights arising
under any  insurance  policies and any  agreements,  documents,  or  instruments
relating thereto shall be deemed  transferred to the Reorganized  Debtors on the
Effective Date.

                                       24

ARTICLE X. CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE

         SECTION 10.1.  CONDITIONS PRECEDENT TO PLAN CONFIRMATION.  Confirmation
of the Plan shall not occur  unless and until each of the  following  conditions
shall have been  satisfied in full or waived in accordance  with Section 10.3 of
this Plan:

         (a) The Bankruptcy Court shall have entered the Confirmation Order in a
form and substance satisfactory to the Debtors and the Committee;

         (b) The  Bankruptcy  Court shall have entered an order  confirming  the
Parent Plan; and

         (c) The Debtors and Vista shall have completed the disposition of their
vision centers in free-standing locations,  such as malls and strip centers, and
shall  have  either  (i)  assumed  and  assigned  the  leases  related  to these
free-standing  locations  to a purchaser or  purchasers  or (ii)  rejected  such
leases, in accordance with Section 365 of the Bankruptcy Code.

         SECTION 10.2.  CONDITIONS  PRECEDENT TO EFFECTIVE DATE OF THE PLAN. The
Effective  Date of the  Plan  shall  not  occur  unless  and  until  each of the
following  conditions  shall have been satisfied in full or waived in accordance
with Section 10.3 of this Plan:

                  (a)  The   Confirmation   Order,   in  a  form  and  substance
satisfactory to the Debtors and the Committee, shall have become a Final Order;

                  (b) The order  confirming  the Parent Plan shall have become a
Final Order; and

                  (c) The  Reorganized  Debtors shall have entered into a senior
secured credit  facility in an amount and upon terms and conditions to be agreed
to among the Debtors and the Committee.

                  SECTION 10.3. WAIVER OF CONDITIONS.  The Debtors may waive any
         or all of the conditions  precedent set forth in Sections 10.1 and 10.2
         above at any time with the consent of the  Committee,  without leave of
         or order of the Bankruptcy Court and without any formal action.

ARTICLE XI. EFFECTS OF PLAN CONFIRMATION

         SECTION 11.1.  DISCHARGE.  Except as otherwise provided in this Plan or
the Confirmation  Order, upon entry of the Confirmation Order, the Debtors shall
be discharged  from, and their  liability  shall be  extinguished  completely in
respect of, any Claim and/or Debt (with the exception of  Intercompany  Claims),
whether reduced to judgment or not,  liquidated or  unliquidated,  contingent or
noncontingent,  asserted  or  unasserted,  fixed or not,  matured or  unmatured,
disputed or  undisputed,  legal or  equitable,  known or unknown,  that arose in
connection  with or related to,  directly or  indirectly:  any  agreement of the
Debtors  entered  into  or  obligation  of  the  Debtors   incurred  before  the

                                       25

Confirmation Date, any acts,  omissions,  transactions,  transfers,  happenings,
facts, or situations which occurred on or before the Confirmation  Date, whether
or  not  known  or  suspected,  or  any  conduct  of the  Debtors  prior  to the
Confirmation Date, and including,  without limitation,  all interest, if any, on
any such Claims and Debts,  whether such  interest  accrued  before or after the
date of commencement of the Chapter 11 Cases, and including, without limitation,
all  Claims  and  Debts  based  upon  or  arising  out of any  acts,  omissions,
transactions,  transfers, happenings, facts, or situations which occurred before
the  Confirmation  Date,  whether  or not known or  suspected,  or  related  to,
directly or indirectly, and from any liability of the kind specified in Sections
502(g), 502(h), and 502(i) of the Bankruptcy Code, whether or not (i) a proof of
claim is filed or is deemed filed under Section 501 of the Bankruptcy Code, (ii)
such Claim is Allowed  under  Section 502 of the  Bankruptcy  Code, or (iii) the
holder of such Claim has accepted this Plan.

         SECTION 11.2. VESTING. Except as otherwise provided in this Plan or the
Confirmation Order, on the Effective Date, each of the Reorganized Debtors shall
be vested with all of the property of their respective  Estates,  free and clear
of all Claims, Liens, encumbrances, charges and other interests of Creditors and
holders of Equity Interests,  and the Reorganized Debtors shall thereafter hold,
use, dispose of, or otherwise deal with such property and operate their business
free of any  restrictions  imposed by the  Bankruptcy  Code or by the Bankruptcy
Court.

         SECTION 11.3. INJUNCTION. Except as otherwise expressly provided in the
Plan, the Confirmation  Order, or a separate order of the Bankruptcy  Court, all
entities who have held,  hold, or may hold Claims against or Equity Interests in
the Debtors, or any of them, which arose before or were held as of the Effective
Date,  are  permanently  enjoined,  on and after the  Effective  Date,  from (a)
commencing  or  continuing  in any manner any action or other  proceeding of any
kind against the Debtors, with respect to any such Claim or Equity Interest, (b)
the enforcement,  attachment,  collection, or recovery by any manner or means of
any judgment, award, decree, or order against the Debtors on account of any such
Claim or Equity Interest, (c) creating, perfecting, or enforcing any encumbrance
of any kind against the Debtors or against the property or interests in property
of the  Debtors  on  account  of any such  Claim  or  Equity  Interest,  and (d)
asserting  any right of setoff,  subrogation,  or recoupment of any kind against
any  obligation  due from the Debtors or against the  property or  interests  in
property  of the Debtors on account of any such Claim or Equity  Interest.  Such
injunction shall also extend to the Reorganized Debtors as the successors of the
Debtors and their properties and interests in property.

         SECTION  11.4.  RELEASES.  On the Effective  Date,  the Debtors and the
Reorganized Debtors, on behalf of themselves and their Estates,  shall be deemed
to  release  unconditionally  all  of  their  respective  officers,   directors,
employees,  advisors,  attorneys,  financial  advisors,  accountants,  and other
professionals,  the Committee members, and the Committee's advisors,  attorneys,
financial  advisors,  accountants,  and other  professionals,  and each of their
representatives and agents (including any professionals retained by such persons
or entities)  (the  "Released  Parties")  from any and all claims,  obligations,
suits, judgments, damages, rights, and liabilities whatsoever,  whether known or
unknown,  foreseen or unforeseen,  existing or hereafter arising, in law, equity
or otherwise,  based in whole or in part upon actions taken in their  respective
capacities  described  above  or  any  omission,  transaction,  event  or  other
occurrence taking place on or prior to the Effective Date in any way relating to
the Chapter 11 Cases or the

                                       26

Plan,  except that (i) no Person shall be released from any act or omission that
constitutes  gross  negligence or willful  misconduct,  and (ii) the Reorganized
Debtors  shall not  relinquish or waive the right to assert any of the foregoing
as a legal or  equitable  defense or right of setoff or  recoupment  against any
Claims of any such Persons asserted against the Debtors.

         SECTION  11.5.  EXCULPATION  OF  RELEASED  PARTIES.  The  Debtors,  the
Reorganized  Debtors,  members of the Committee,  and the other Released Parties
(i) shall have no liability  whatsoever to any holder or purported  holder of an
Administrative  Claim,  Claim,  or Equity  Interest  for any act or  omission in
connection  with, or arising out of, the Plan,  the  Disclosure  Statement,  the
negotiation of the Plan, the pursuit of approval of the Disclosure  Statement or
the  solicitation  of votes for  confirmation of the Plan, the Chapter 11 Cases,
the consummation of the Plan, the  administration of the Plan or the property to
be distributed  under the Plan, or any  transaction  contemplated by the Plan or
Disclosure Statement or in furtherance thereof, except for willful misconduct or
gross negligence as determined by a Final Order, and (ii) in all respects, shall
be entitled to rely upon the advice of counsel  with respect to their duties and
responsibilities  under the Plan. This exculpation  shall be in addition to, and
not in limitation  of, all other  releases,  indemnities,  exculpations  and any
other applicable law or rules protecting such Released Parties from liability.

         SECTION 11.6. TERM OF BANKRUPTCY INJUNCTION OR STAY. All injunctions or
stays  provided  for in the  Chapter 11 Cases under  Sections  105 or 362 of the
Bankruptcy Code, or otherwise,  and in existence on the Confirmation Date, shall
remain in full force and effect until the Effective Date.

         SECTION 11.7.  PRESERVATION  OF INSURANCE.  The Debtors'  discharge and
release from all Claims as provided herein, except as necessary to be consistent
with this Plan or the  Confirmation  Order,  shall not  diminish  or impair  the
enforceability  of any  insurance  policy  that may  cover  Claims  against  the
Debtors, or any of them, the Reorganized Debtors (including, without limitation,
the Debtors' and the Reorganized  Debtors'  officers and directors) or any other
person or entity.

         SECTION  11.8.  OFFICERS'  AND  DIRECTORS'  INDEMNIFICATION  RIGHTS AND
INSURANCE.  Notwithstanding any other provisions of the Plan, the obligations of
the Debtors to  indemnify  their  present  directors,  officers,  and  employees
against any obligations, liabilities, costs or expenses pursuant to the articles
of  incorporation  or by-laws of the  Debtors,  applicable  state law,  specific
agreement, or any combination of the foregoing, shall survive the Effective Date
and shall be applicable to the Reorganized Debtors.

         SECTION  11.9.  BINDING  EFFECT OF THE  PLAN.  Upon  Confirmation,  the
provisions  of this Plan  shall be binding  upon the  Debtors,  the  Reorganized
Debtors,  any Person  acquiring  property  under the Plan, and any holder of any
Claim or Equity Interest or any Creditor or other party in interest,  whether or
not the  Claim or Equity  Interest  of such  Creditor  or party in  interest  is
Impaired under the Plan or is Allowed or disallowed by the Bankruptcy Court, and
whether or not such  Creditor or party in interest  has accepted or is deemed to
have accepted this Plan or has rejected or is deemed to have rejected this Plan.
The rights and obligations of any Person named

                                       27

or  referred  to in this Plan  shall be  binding  upon,  and shall  inure to the
benefit of, the successors and assigns of such Person.

ARTICLE XII. PLAN MODIFICATION

         The Debtors may propose  amendments or modifications of the Plan at any
time prior to the Confirmation of the Plan by the Bankruptcy Court provided that
this Plan, as modified,  meets the requirements of Sections 1122 and 1123 of the
Bankruptcy  Code,  and the Debtors  shall have complied with Section 1125 of the
Bankruptcy  Code.  After  Confirmation,  the  Debtors,  with the approval of the
Bankruptcy  Court and so long as it does not materially or adversely  affect the
interest  of  Creditors,  may remedy any defect or  omission  or  reconcile  any
inconsistencies in the Plan or in the Confirmation Order in such a manner as may
be necessary to carry out the purposes and effect of this Plan. This Plan may be
modified at any time after Confirmation and before its substantial consummation,
provided that the Plan, as modified, meets the requirements of Sections 1122 and
1123 of the  Bankruptcy  Code,  and the  Bankruptcy  Court,  after  notice and a
hearing,  confirms the Plan, as modified,  under Section 1129 of the  Bankruptcy
Code, and the circumstances  warrant such  modification.  A holder of a Claim or
Equity  Interest that has accepted or rejected this Plan shall be deemed to have
accepted or rejected, as the case may be, such Plan as modified,  unless, within
the time  fixed by the  Bankruptcy  Court,  such  holder  changes  its  previous
acceptance or rejection.

ARTICLE XIII. RETENTION OF JURISDICTION

                  After entry of the Confirmation Order and until the Chapter 11
Cases are closed,  the Bankruptcy Court,  pursuant to the provisions of Sections
1123(a), (b)(3) and (6), 1127, and 1142(b), and any applicable Bankruptcy Rules,
shall retain  exclusive  jurisdiction of all matters arising under,  arising out
of, or  relating  to these  Chapter 11 Cases,  including  but not limited to the
following:

         (a)      The  determination of all disputes,  controversies,  and suits
                  regarding the interpretation,  implementation, enforcement, or
                  consummation   of  this  Plan,  or  any  party's   obligations
                  hereunder;

         (b)      The allowance or disallowance of any Claim or Equity Interest,
                  and any objections thereto;

         (c)      The determination of the validity, priority, and extent of any
                  Claim;

         (d)      The determination of all controversies  arising from adversary
                  proceedings that have been or may be filed;

         (e)      The determination of all controversies  arising from contested
                  matters or other litigation that has been or may be filed;

                                       28

         (f)      The  compromise  and  settlement of any Claims  asserted by or
                  against the Debtors;

         (g)      The modification of this Plan as may be necessary to carry out
                  its purposes and intent,  the remedy of any defect or omission
                  or  reconciliation  of any  inconsistency  in any order of the
                  Bankruptcy  Court,  including the  Confirmation  Order, to the
                  extent authorized by the Bankruptcy Code;

         (h)      The estimation of Disputed,  Contingent,  and/or  unliquidated
                  Claims for purposes of distribution under the Plan;

         (i)      The  prosecution of any actions for the avoidance and recovery
                  pursuant to Section 550 of the  Bankruptcy  Code of  transfers
                  avoidable by reason of Sections  544,  545,  547, 548, 549, or
                  553(b) of the Bankruptcy Code;

         (j)      The determination of any and all applications for allowance of
                  compensation and  reimbursement  of expenses  authorized to be
                  paid or reimbursed under the Bankruptcy Code or this Plan;

         (k)      The issuance of orders in aid of execution of this Plan to the
                  extent authorized by Section 1142 of the Bankruptcy Code;

         (l)      The determination of such other matters as may be set forth in
                  the Confirmation Order or as may arise in connection with this
                  Plan or the Confirmation Order; and

         (m)      The entry of a final decree closing these Chapter 11 Cases.

ARTICLE XIV. MISCELLANEOUS PROVISIONS

         SECTION 14.1.  POST-CONFIRMATION  U.S.  TRUSTEE FEES.  The  Reorganized
Debtors  will  pay  post-confirmation  U.S.  Trustee  fees  as  required  by  28
U.S.C.ss.1930(a)(6).

         SECTION 14.2.  DISSOLUTION  OF THE  COMMITTEE.  The  appointment of the
Committee shall terminate on the Effective Date.

         SECTION 14.3.  GOVERNING LAW.  Except to the extent that the Bankruptcy
Code is applicable,  the rights and obligations  arising under the Plan shall be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
State of Georgia.

         SECTION 14.4. FILING OR EXECUTION OF ADDITIONAL DOCUMENTS. On or before
the Effective Date, the Debtors or the Reorganized Debtors,  shall file with the
Bankruptcy Court or execute, as appropriate, such agreements and other documents
as may be necessary or appropriate to effectuate and further  evidence the terms
and conditions of the Plan.

         SECTION  14.5.  EXECUTION  OF  DOCUMENTS.  All parties are  required to
execute such  instruments or documents as may be necessary for the  consummation
of the Plan, and the

                                       29

Bankruptcy Court shall retain  jurisdiction to make such orders as are necessary
to require the parties to comply herewith.

         SECTION 14.6.  WITHHOLDING  AND REPORTING  REQUIREMENTS.  In connection
with  this  Plan  and  all  instruments   issued  in  connection   herewith  and
distributions  hereon, the Debtors and the Reorganized Debtors shall comply with
all withholding and reporting requirements imposed by any federal, state, local,
or foreign taxing authority, and all distributions hereunder shall be subject to
any such withholding and reporting requirements.

         SECTION  14.7.  EXEMPTION  FROM  TRANSFER  TAXES.  Pursuant  to Section
1146(c) of the Bankruptcy  Code,  the issuance,  transfer or exchange of the New
Senior  Notes or New Common  Stock under the Plan,  or the making or delivery of
any other  instrument  whatsoever,  in furtherance of or in connection  with the
Plan shall not be subject to any sales and use,  stamp,  real  estate  transfer,
recording, or other similar tax.

         SECTION  14.8.  NOTICES.  Any notices or requests to the Debtors or the
Reorganized  Debtors required to be provided pursuant to this Plan shall be made
by first class, United States mail, addressed to:

          Vista Eyecare, Inc.
          Attention:  General Counsel
          296 Grayson Highway
          Lawrenceville, GA 30045

          and

          Kilpatrick Stockton LLP
          Attention:  Michael D. Langford, Esq.
          Suite 2800
          1100 Peachtree Street
          Atlanta, Georgia 30309-4530

          and

          Wachtell, Lipton, Rosen & Katz
          Attention:  Chaim J. Fortgang, Esq.
          51 West 52nd Street
          New York, New York 10019-6150

          and

          Alston & Bird
          Attention:  Grant T. Stein, Esq.
          1201 West Peachtree Street
          Atlanta, Georgia 30309-3424

                                       30

         SECTION 14.9.  EFFECTIVENESS OF PRIOR ORDERS. All orders entered by the
Bankruptcy Court prior to the Confirmation Date shall continue in full force and
effect,  unless  superseded  by this  Plan,  the  Confirmation  Order,  or other
subsequent orders of the Bankruptcy Court.

         SECTION 14.10.  PRESERVATION OF DEBTORS' CLAIMS,  DEMANDS AND CAUSES OF
ACTION.  Unless otherwise  provided by this Plan or the Confirmation  Order, the
Debtors  shall retain each and every claim,  demand,  or cause of action which a
debtor in possession  has power to assert under the Bankruptcy  Code,  including
actions for the avoidance and recovery pursuant to Section 550 of the Bankruptcy
Code of transfers  avoidable by reason of Sections  544,  545,  547, 548, 549 or
553(b) of the Bankruptcy  Code, and the Debtors'  rights therein shall be deemed
transferred to the  Reorganized  Debtors on the Effective  Date. The Reorganized
Debtors may commence or continue in any  appropriate  court or tribunal any suit
or other  proceeding for the  enforcement  of such claims.  No provision of this
Plan shall impair the Reorganized Debtors' right to prosecute any such preserved
claims, demands and causes of action.

         SECTION 14.11.  SETOFFS. The Debtors may, but shall not be required to,
setoff  against  any Claim and the  payments or other  distributions  to be made
pursuant to this Plan in respect of such Claim,  claims of any nature whatsoever
that the Debtors may have  against  the holder of such  Claims,  but neither the
failure to do so nor the  allowance of any Claim  hereunder  shall  constitute a
waiver or release by the  Debtors  of any such claim that the  Debtors  may have
against such holder.

         SECTION 14.12. COMPROMISE OF CLAIMS AND CONTROVERSIES.  The Reorganized
Debtors  shall  have  the  authority  to  compromise   and  resolve  claims  and
controversies  under the following  parameters:  After the Effective  Date,  the
Reorganized  Debtors may,  without an order of the Bankruptcy  Court and without
notice and a hearing as provided for in Section 102(1) of the  Bankruptcy  Code,
compromise  and  settle any Claim  where the  compromise  is in writing  and the
proposed Allowed Claim is to be less than $250,000.

         SECTION 14.13. UNCLAIMED OR ABANDONED PROPERTY. Any and all property of
the Estates of any of the Debtors that presently qualifies or may qualify in the
future as unclaimed  or  abandoned  property  under the  escheatment,  unclaimed
property,  abandoned property, or similar laws of any state shall not escheat to
the state, but instead shall remain property of the Debtors.  Upon the Effective
Date,  any such  abandoned or unclaimed  property  shall become  property of the
Reorganized  Debtors and may be utilized by the Reorganized  Debtors without any
restrictions  thereafter.  Any Claims for such  unclaimed or abandoned  property
that were not filed  with the  Bankruptcy  Court on or prior to the Bar Date are
hereby expunged and discharged.

         SECTION  14.14.  HEADINGS.  The headings used in this Plan are inserted
for  convenience  only and neither  constitute a portion of this Plan nor in any
manner affect the provisions or interpretation of this Plan.

                                       31

         SECTION  14.15.  SEVERABILITY.  Should any  provisions  of this Plan be
determined to be unenforceable for any reason,  such  determination  shall in no
way  limit or  affect  the  enforceability  and  operative  effect  of any other
provisions of this Plan.

         SECTION 14.16. BUSINESS DAY. Whenever any date under this Plan shall be
on a day other than a Business Day, then the immediately  following Business Day
shall be the relevant day.

         SECTION 14.17.  EXHIBITS AND  SCHEDULES.  All exhibits and schedules to
the Plan are incorporated into and constitute a part of the Plan as if set forth
herein.

         SECTION  14.18.  CONFLICT.  The terms of this Plan shall  govern in the
event of any  inconsistency  with  the  summaries  of the Plan set  forth in the
Disclosure Statement.

                                       32

         Respectfully submitted, this the 13th day of April, 2001.

                      FRAME-N-LENS OPTICAL, INC.

                      By: /s/ Mitchell Goodman
                          ---------------------------------
                          Name:  Mitchell Goodman
                          Title:    Vice President

                      MIDWEST VISION, INC.

                      By: /s/ Mitchell Goodman
                          ---------------------------------
                          Name:  Mitchell Goodman
                          Title:    Vice President

                      NEW WEST EYEWORKS, INC.

                      By: /s/ Mitchell Goodman
                          ---------------------------------
                          Name:  Mitchell Goodman
                          Title:    Vice President

                      FAMILY VISION CENTERS, INC.

                      By: /s/ Mitchell Goodman
                          ---------------------------------
                          Name:  Mitchell Goodman
                          Title:    Vice President

                      VISION ADMINISTRATORS, INC.

                      By: /s/ Mitchell Goodman
                          ---------------------------------
                          Name:  Mitchell Goodman
                          Title:    Vice President

                      ALEXIS HOLDING COMPANY, INC.

                      By: /s/ Mitchell Goodman
                          ---------------------------------
                          Name:  Mitchell Goodman
                          Title:    Vice President

                      VISTA EYECARE NETWORK, LLC

                      By: /s/ Mitchell Goodman
                          ---------------------------------
                          Name:  Mitchell Goodman
                          Title:    Vice President

                                       33

                                EXHIBIT A TO PLAN

                               VISTA EYECARE, INC.

                         SUMMARY OF TERMS AND CONDITIONS
                               OF NEW SENIOR NOTES

- --------------------------------------------------------------------------------

I.    Issuer:                       Vista Eyecare,  Inc., as Reorganized  Debtor
      ------                        under the Parent Plan.

II.   Principal Amount:             $120,000,000
      ----------------

III.  Maturity:                     The eighth anniversary of the Effective Date
      --------                      of the Parent Plan.

IV.   Interest Rate:               12%--Interest   shall  be  payable  in  cash
      ------------                  semi-annually  in  arrears  on  March 31 and
                                    September 30 of each year.

V.    Amortization:
      ------------

      A. Optional Prepayments:      Prepayable at any time, in whole or in part,
         --------------------       on 30 days' prior written notice, at 100% of
                                    the principal amount of the New Senior Notes
                                    to be prepaid, plus accrued interest thereon
                                    through the date of prepayment.

      B. Mandatory Prepayments:     Semi-annually  mandatory  prepayment of 100%
         ---------------------      of Excess Cash Flow.  Excess Cash Flow shall
                                    be  defined  as  EBITDA  (i)  less   Capital
                                    Expenditures,  (ii)  plus/minus  changes  in
                                    Working  Capital,  (iii) less senior secured
                                    interest  expense,  (iv) less senior secured
                                    required  debt  amortization,  (v)  less pro
                                    forma New Senior  Notes'  interest  expense,
                                    and (vi) less pro forma cash taxes.

VI.   Collateral and Ranking:       Subject to exit revolving credit facility, a
      ----------------------        first lien on all  tangible  and  intangible
                                    assets  of  the  Reorganized  Debtor.  Other
                                    concepts  will be  consistent  with terms in
                                    the existing Senior Notes Indenture.

                                      A-1

VII.  Covenants:                    Affirmative,    negative,    and   financial
      ---------                     covenants (including,  minimum EBITDA, fixed
                                    charge  coverage  ratio  and  limitation  on
                                    capital  expenditures)  will  be  consistent
                                    with the terms in the existing  Senior Notes
                                    Indenture.

VIII. Financial Reporting:          No change from  reporting  requirements  for
      -------------------           current outstanding Senior Notes, consistent
                                    with the terms in the existing  Senior Notes
                                    Indenture.

IX.   Representations, Warranties   To be  consistent  with  the  terms  in  the
      and Events of Default:        existing Senior Notes Indenture.
      ---------------------

X.    Registration Rights:          Demand  registration rights (including shelf
      ------------------            demand)  for  holders  of 10% or more of the
                                    outstanding  principal  amount  of  the  New
                                    Senior Notes.

XI.   Rating:                       The   Reorganized   Debtor   will   use  its
      ------                        reasonable  efforts  to obtain a rating  for
                                    the New Senior  Notes of at least CCC from a
                                    nationally recognized rating agency.

                                      A-2

                                                 EXHIBIT B TO PLAN
                                                ASSUMED AGREEMENTS

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

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

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

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
52.      Verizon Wireless           Verizon Wireless Messaging Service,          POB Phones for the Stores               38184.45
                                    672038, Dallas, TX 75267
- ------------------------------------------------------------------------------------------------------------------------------------
53.      Sprint                     Sprint, POB 530504, Atlanta, GA  30353       Wide Area Network                       25525.78

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

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

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
88.      Blue Cross Blue Shield     10455 Mill Run Circle, Owings                Wal*Mart Managed Care Plans                  0
         of Maryland                Mills, MD, 21117-5559
- ------------------------------------------------------------------------------------------------------------------------------------
89.      Blue Cross Blue Shield     Utica Business Park / 12 Rhoads              Wal*Mart Managed Care Plans                  0
         of Utica Watertown         Dr., Utica, NY, 13502
- ------------------------------------------------------------------------------------------------------------------------------------
90.      Blue Shield of             P.O. Box 15013, Albany, NY, 12212-5013       Wal*Mart Managed Care Plans                  0
         Northeastern NY
- ------------------------------------------------------------------------------------------------------------------------------------
91.      Cascade Comprehensive      P.O. Box 217, Klamath Falls, OR,             Wal*Mart Managed Care Plans                  0
         Care Inc                   97601-0368
- ------------------------------------------------------------------------------------------------------------------------------------
92.      Cigna Health Plan of       Two Riverway, Ste. 1200, Houston, TX,        Wal*Mart Managed Care Plans                  0
         Texas/Temple Inland        77056
- ------------------------------------------------------------------------------------------------------------------------------------
93.      Clarity Vision/Opti/Gat    PO Box 890500, Camp Hill, PA, 17089          Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
94.      Coast to Coast - 20/20     PO Box 671309, Dallas, TX, 75367             Wal*Mart Managed Care Plans                  0
         Select
- ------------------------------------------------------------------------------------------------------------------------------------
95.      Davis Vision               PO Box 971, Schenectady, NY,   12301         Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
96.      ECPA                       PO Box 51810, Phoenix, AZ, 85076             Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
97.      Fraternal Order of         511 N Broad St 7th Floor,                    Wal*Mart Managed Care Plans                  0
         Police                     Philadelphia, PA,  19123
- ------------------------------------------------------------------------------------------------------------------------------------
98.      GHI (Group Health Inc)     Pioneer Business Park / 5000 Campuswood      Wal*Mart Managed Care Plans                  0
                                    Dr., East Syracuse, N Y, 13057-9914
- ------------------------------------------------------------------------------------------------------------------------------------
99.      Grants Pass Clinic         Vocational Rehab Division, PO Box 808,       Wal*Mart Managed Care Plans                  0
                                    Gold Beach, OR. 97444
- ------------------------------------------------------------------------------------------------------------------------------------
100.     Hidden Lake Academy        830 Hidden Lake Road, Dahlonega, GA,         Wal*Mart Managed Care Plans                  0
                                    30533
- ------------------------------------------------------------------------------------------------------------------------------------
101.     Intergroup                 9300 N. Finance Center Dr., Ste.             Wal*Mart Managed Care Plans                  0
                                    100, Tucson, AZ, 85710
- ------------------------------------------------------------------------------------------------------------------------------------
102.     MECA                       PO Box 17190, Indianapolis, IN, 4617         Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
103.     Medi-Cal                   3138 W. Dakota #2, Fresno, CA, 93722-        Wal*Mart Managed Care Plans                  0
                                    4944
- ------------------------------------------------------------------------------------------------------------------------------------
104.     Medicare                   2300 Springdale Drive, Building 1,           Wal*Mart Managed Care Plans                  0
                                    GM-219, Camden, SC, 29020
- ------------------------------------------------------------------------------------------------------------------------------------
105.     MES                        PO Box 93033, Long Beach, CA, 90809          Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
106.     Metlife Grp Vision Clai    PO Box 3010 Oneida County Industrial         Wal*Mart Managed Care Plans                  0
                                    Park, Utica, NY, 13504
- ------------------------------------------------------------------------------------------------------------------------------------
107.     Metropolitan AT&T,         See Above                                    Wal*Mart Managed Care Plans                  0
         Lucent Tech.,
         Goodyear
- ------------------------------------------------------------------------------------------------------------------------------------
108.     Metropolitan               P.O. Box 3010, Onieda Cnty. Industrial       Wal*Mart Managed Care Plans                  0
         Schedule "C"               Park, Utica, NY, 13504
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
109.     National Vision Admin      P.O. Box 2187, Clifton, NJ, 7015             Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
110.     New Mexico Medicaid        P.O. Box 25700, Albuqerque, NM, 87125        Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
111.     North American             PO Box 2487, Columbus, OH. 43216             Wal*Mart Managed Care Plans                  0
         Preferred Vision
         Network
- ------------------------------------------------------------------------------------------------------------------------------------
112.     Onondaga County            10 Adler Dr, East Syracuse, NY, 13057        Wal*Mart Managed Care Plans                  0
         Laborer's Health &
         Training Funds
- ------------------------------------------------------------------------------------------------------------------------------------
113.     Pacific Source Health      PO Box 7068, Eugene, OR, 97401               Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
114.     Quality Block Company -    PO Box 8049, Phoenix, AZ, 85060              Wal*Mart Managed Care Plans                  0
         SRT Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
115.     San Carlos Housing         P.O. Box 55237, Phoenix, AZ, 85078           Wal*Mart Managed Care Plans                  0
         Authority
- ------------------------------------------------------------------------------------------------------------------------------------
116.     Senior's First             PO Box 830602 Birmingham, AL                 Wal*Mart Managed Care Plans                  0
                                    35203, Birmingham, AL, 35203
- ------------------------------------------------------------------------------------------------------------------------------------
117.     Shoal-Water Bay Indian     PO Box 228, Tokeland, WA. 98590              Wal*Mart Managed Care Plans                  0
         Tribe Store 2037 only
- ------------------------------------------------------------------------------------------------------------------------------------
118.     South Dakota Medicaid      700 Governor's Dr., Pierre, SD, 57501        Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
119.     Spectera Inc               2811 Lord Baltimore Dr,                      Wal*Mart Managed Care Plans                  0
                                    Baltimore, MD, 21244
- ------------------------------------------------------------------------------------------------------------------------------------
120.     Superior Vision Reliast    PO Box 967, Rancho Cordova, CA, 95741        Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
121.     Texas Medicaid             P.O Box 200555 Bldg C, Austin, TX,           Wal*Mart Managed Care Plans                  0
                                    78720
- ------------------------------------------------------------------------------------------------------------------------------------
122.     Texas Rehabilitation       See Above                                    Wal*Mart Managed Care Plans                  0
         Commission
- ------------------------------------------------------------------------------------------------------------------------------------
123.     Top Quality Masonry        PO Box 8049, Phoenix, AZ, 85060              Wal*Mart Managed Care Plans                  0
         Company - SRT
         Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
124.     West Virginia Medicaid     P.O. Box 3767, Charleston, WV, 35337         Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
125.     Wyoming Medicaid           P.O. Box 547, Cheyenne, WY, 82003            Wal*Mart Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
126.     FRED MEYER MANAGED         SEE BELOW FOR INDIVIDUAL FRED MEYER          MANAGED CARE PLANS
         CARE PLANS                 MANAGED CARE PLANS.
- ------------------------------------------------------------------------------------------------------------------------------------
127.     A&I Benefit                1220 Southwest Morrison, Ste. 300            Fred Meyer Managed Care Plans                0
         Administrators             Portland, OR, 97205
- ------------------------------------------------------------------------------------------------------------------------------------
128.     Adminisrative              3404 W. Cheryl Drive, Phoenix, AZ, 85051     Fred Meyer Managed Care Plans                0
         Enterprises Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
129.     Advanced Benefits          6420 SW Madcam Avenue, Portland, OR,         Fred Meyer Managed Care Plans                0
         Administrato               97201
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                          CURE AMOUNT
                                                                                                                         PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
130.     Aetna / US Healthcare      P.O. Box 1125, Bluebell, PA, 19422           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
131.     AK Healthcare System       2925 De Barr Rd.,Anchorage, AK, 99508        Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
132.     Alaksa Laborers            P.O. Box 34567, Seattle, WA, 98124           Fred Meyer Managed Care Plans                0
         Construction Industry
- ------------------------------------------------------------------------------------------------------------------------------------
133.     ALASKA VA Healthcare       2925 De Barr Rd., Anchorage, AK, 99508       Fred Meyer Managed Care Plans                0
         Systems
- ------------------------------------------------------------------------------------------------------------------------------------
134.     Alliance Health Plan       P.O. Box 1207,  Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
135.     Anthem Health & Life       P.O. Box 11111, Fort Scott, KS, 66701        Fred Meyer Managed Care Plans                0
         Insurance
- ------------------------------------------------------------------------------------------------------------------------------------
136.     AOI Health Choice          P.O. Box 40384, Portland, OR, 97240          Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
137.     Associated                 P.O. Box 6711, Portland, OR, 97228           Fred Meyer Managed Care Plans                0
         Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
138.     Avesis,  Inc.               P.O. Box 7777, Phoenix, AZ, 85012           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
139.     Benesight                  P.O. Box 52100,  Phoenix,  AZ. 85072         Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
140.     Blue Card Program          P.O. Box 327, Seattle, WA, 98111             Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
141.     Blue Cross of Idaho        P.O. Box 7408, Boise, ID, 83707              Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
142.     Blue Cross of              P.O. Box 91080, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0
         Washington/Alaska
- ------------------------------------------------------------------------------------------------------------------------------------
143.     Blue Cross/Blue Shield     P.O. Box 91010, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
144.     Boeing Health Plan         P.O. Box 21065, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
145.     Boeing Health              P.O. Box 91009, Seattle, WA, 98101           Fred Meyer Managed Care Plans                0
         Washington Plan
- ------------------------------------------------------------------------------------------------------------------------------------
146.     CARPENTER'S TRUST OF       P.O. Box 5434, Spokane, WA, 99205            Fred Meyer Managed Care Plans                0
         WA/ID
- ------------------------------------------------------------------------------------------------------------------------------------
147.     Cement Masons &            P.O. Box 34203, Seattle, WA, 98121           Fred Meyer Managed Care Plans                0
         Plasterers - W
- ------------------------------------------------------------------------------------------------------------------------------------
148.     CIGNA Healthcare           P.O. Box 9321, Sherman, TX, 75091            Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
149.     Cigna Healthcare           P.O. Box 188004, Chattanooga, TN, 37422      Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
150.     CIGNA HEALTHCARE           P.O. Box 188004, Chattanooga, TN, 37422      Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
151.     Cigna Healthcare - ID      P.O. Box 182654, Columbus, OH, 43218         Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
152.     CLARITY VISION             P.O. Box 890500, Camp Hill, PA, 17089        Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
153.     Coast To Coast Vision      P.O. Box 792070, San Antonio, TX, 78279      Fred Meyer Managed Care Plans                0
         Plan
- ------------------------------------------------------------------------------------------------------------------------------------
154.     Coastal Insurance          P.O. Box 897, Bellingham, WA, 98227          Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
155.     Davis Vision               P.O. Box 971, Schenectady, NY, 12301         Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
156.     EYECARE PLAN OF AMERICA -  7776 S. Point Parkway                        Fred Meyer Managed Care Plans                0
         ECPA                       W., Phoenix, AZ, 85044
- ------------------------------------------------------------------------------------------------------------------------------------
157.     First Choice Healthcare    P.O. Box 91009, Seattle, WA, 98101           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
158.     First Health               P.O. Box 8099, London, KY, 40742             Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
159.     Great West Life            P.O. Box 11111, Fort Scott, KS, 66701        Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
160.     H.E.R.E. Local 8           P.O. Box 34355, Seattle, WA, 98124           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
161.     Health Comp. Admin.        P.O. Box 45018, Fresno, CA, 93718            Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
162.     Health Management          13902 East Expedition                        Fred Meyer Managed Care Plans                0
         Network                    Ave., Aurora, CO, 80013

- ------------------------------------------------------------------------------------------------------------------------------------
163.     HEALTHCARE MANAGEMENT      P.O. Box 85008, Bellvue, WA, 98015           Fred Meyer Managed Care Plans                0
         ADMIN.
- ------------------------------------------------------------------------------------------------------------------------------------
164.     Highline Community         P.O. Box 91014, Seattle, WA, 98101           Fred Meyer Managed Care Plans                0
         Hospital
- ------------------------------------------------------------------------------------------------------------------------------------
165.     Idaho Medicaid             P.O. Box 23, Boise, ID, 83707                Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
166.     IEC Group                  P.O. Box 7186, Boise, ID, 83707              Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
167.     INTERMOUNTAIN IRON         3785 S,  700 East, City, UT, 84106           Fred Meyer Managed Care Plans                0
         WRKRS LOCAL 732
- ------------------------------------------------------------------------------------------------------------------------------------
168.     Kenai Borough              P.O. Box 97313, Bellvue, WA, 98009           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
169.     Kenai School District      P.O. Box 97313, Bellvue, WA, 98009           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
170.     Lifewise                   P.O. Box 7709, Bend, OR, 97708               Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
171.     MEDICAL EYE SERVICES       P.O. Box 93033, Long Beach, CA, 90809        Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
172.     Medical Eye Services       P.O. Box 93033, Long Beach, CA, 90809        Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
173.     Medical Eye Services       P.O. Box 8184, Portland, OR, 97207           Fred Meyer Managed Care Plans                0
         of Oregon
- ------------------------------------------------------------------------------------------------------------------------------------
174.     MetLife Insurance Co.      P.O. Box 3010, Utica, NY, 13504              Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
175.     MetLife Insurance          P.O. Box 3010, Utica, NY, 13504              Fred Meyer Managed Care Plans                0
         Company
- ------------------------------------------------------------------------------------------------------------------------------------
176.     Microsoft                  P.O. Box 4346, Bismark, ND, 58502            Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
177.     Mountain States            13902 East Expedition Ave.,                  Fred Meyer Managed Care Plans                0
         Administration             Aurora, CO, 80013

- ------------------------------------------------------------------------------------------------------------------------------------
178.     Mutual of Omaha            P.O. Box 31488, Omaha, NE, 68131             Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
179.     National Vision            P.O. Box 1981, East Hanover, NJ, 07936       Fred Meyer Managed Care Plans                0
         Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
180.     Northern Alaska            P.O. Box 12707, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0
         Carpernters -
         Local 1243
- ------------------------------------------------------------------------------------------------------------------------------------
181.     Northwest Benefit          2323 Eastlake Ave. E., Seattle, WA,          Fred Meyer Managed Care Plans                0
         Network (NBN)              98102
- ------------------------------------------------------------------------------------------------------------------------------------
182.     Northwest Sheet            P.O. Box 5433, Spokane, WA, 99205            Fred Meyer Managed Care Plans                0
         Metal Workers
- ------------------------------------------------------------------------------------------------------------------------------------
183.     OEA Choice Trust           P.O. Box 23600, Tigard, OR, 97281            Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
184.     One Health Plan            P.O. Box 97313, Bellvue, WA, 98009           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
185.     OPERATING ENGINEERS OF     P.O. Box 34684, Seattle, WA, 98124           Fred Meyer Managed Care Plans                0
         WA/AK
- ------------------------------------------------------------------------------------------------------------------------------------
186.     Operating Engineers of     P.O. Box 34684, Seattle, WA, 98124           Fred Meyer Managed Care Plans                0
         WA/AK
- ------------------------------------------------------------------------------------------------------------------------------------
187.     Oregon Dental Service      P.O. Box 40384, Portland, OR, 97240          Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
188.     Pacific Heritage           P.O. Box 1020, Portland, OR, 97207           Fred Meyer Managed Care Plans                0
         Administrator
- ------------------------------------------------------------------------------------------------------------------------------------
189.     PacifiCare of Oregon       P.O. Box 310703, Boca Raton, FL, 33431       Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
190.     Pierce County Blue         P.O. Box 21267, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0
         Shield
- ------------------------------------------------------------------------------------------------------------------------------------
191.     PREMERA BLUE CARD          P.O. Box 327, Seattle, WA, 98111             Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
192.     Premera Blue Cross         P.O. Box 90180, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
193.     PREMERA BLUE CROSS         P.O. Box 21065, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
194.     PRINCIPAL FINANCE GROUP    P.O. Box 57700, Salt Lake City, UT,          Fred Meyer Managed Care Plans                0
                                    84157
- ------------------------------------------------------------------------------------------------------------------------------------
195.     Principal Financial        4021 South 700 East,  Ste.                   Fred Meyer Managed Care Plans                0
                                    500Springs, Springs, CO, 80949
- ------------------------------------------------------------------------------------------------------------------------------------
196.     Principal Mutual Life      P.O. Box 3006, Ames, IA, 50010               Fred Meyer Managed Care Plans                0
         Insuranc
- ------------------------------------------------------------------------------------------------------------------------------------
197.     Providence Good            P.O. Box 3125, Portland, OR, 97208           Fred Meyer Managed Care Plans                0
         Health Plan
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
198.     Providence Health          P.O. Box 370, Longview, OR, 98632            Fred Meyer Managed Care Plans                0
         Plans-Select Care
         of Oregon
- ------------------------------------------------------------------------------------------------------------------------------------
199.     PUGET SOUND BENEFITS       P.O. Box 34203, Seattle, WA, 98124-1203      Fred Meyer Managed Care Plans                0
         TRUST
- ------------------------------------------------------------------------------------------------------------------------------------
200.     Puget Sound Electrical     P.O. Box 34203, Seattle, WA, 98124           Fred Meyer Managed Care Plans                0
         Workers
- ------------------------------------------------------------------------------------------------------------------------------------
201.     QualMed Oregon Health      P.O. Box 1707, Clackamas, OR, 97015          Fred Meyer Managed Care Plans                0
         Plan
- ------------------------------------------------------------------------------------------------------------------------------------
202.     Regence BCBS of Oregon     P.O. Box 1271, Portland, OR, 97207           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
203.     Regence Blue shield        P.O. Box 21267, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
204.     Regence Blue Shield        P.O. Box 1160, Lewiston, ID, 97207           Fred Meyer Managed Care Plans                0
         of Idaho
- ------------------------------------------------------------------------------------------------------------------------------------
205.     Regence Blue Shield        P.O. Box 21267, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0
         of WA
- ------------------------------------------------------------------------------------------------------------------------------------
206.     Regence HMO Oregon         P.O. Box 900, Portland, OR, 97207-0900       Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
207.     Regence Northwest          P.O. Box 91039, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0
         Health
- ------------------------------------------------------------------------------------------------------------------------------------
208.     Risk & Benefit             P.O. Box 241569, Anchorage, AK, 99524-       Fred Meyer Managed Care Plans                0
         Management Serv            1569
- ------------------------------------------------------------------------------------------------------------------------------------
209.     SECURE VISION              P.O. Box 790042, St. Louis, MO, 63179        Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
210.     Select Care -              P.O. Box 10106, Eugene, OR, 97440            Fred Meyer Managed Care Plans                0
         Washington
- ------------------------------------------------------------------------------------------------------------------------------------
211.     SGA Benefits Trust         P.O. Box 46579, Seattle, WA, 98146-0579      Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
212.     Sound Health               P.O. Box 12707, Seattle, WA, 98111           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
213.     Spectera Vision            2811 Lord Baltimore                          Fred Meyer Managed Care Plans                0
                                    Dr., Baltimore, MD, 251244
- ------------------------------------------------------------------------------------------------------------------------------------
214.     Superior Vision Plan       24012 Calle De La Plata,  Ste.               Fred Meyer Managed Care Plans                0
                                    350, Laguna Hills, CA, 92653-7624
- ------------------------------------------------------------------------------------------------------------------------------------
215.     SUPERIOR VISION PLAN -     P.O Box 967, Rancho Cordova, CA, 92654       Fred Meyer Managed Care Plans                0
         RELIAST
- ------------------------------------------------------------------------------------------------------------------------------------
216.     SUPERIOR VISION            P.O. Box 2829, Nigel, CA, 92654              Fred Meyer Managed Care Plans                0
         SERVICES
- ------------------------------------------------------------------------------------------------------------------------------------
217.     The TPA                    P.O. Box 300, Pueblo, CO, 81002              Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
218.     UFCW - Oregon              P.O. Box 1420, Portland, OR, 97207           Fred Meyer Managed Care Plans                0

- ------------------------------------------------------------------------------------------------------------------------------------
219.     UFCW Local 555             P.O Box 6010, Cypress, CA, 90630             Fred Meyer Managed Care Plans                0
         Employers Trust
- ------------------------------------------------------------------------------------------------------------------------------------
220.     W0shington Employers       P.O. Box 12068, Seattle, WA, 98102           Fred Meyer Managed Care Plans                0
         Trust
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
221.     William C. Earhart         P.O.Box 4148, Portland, OR, 97208            Fred Meyer Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
222.     Zenith Administrators      P.O. Box 7128, Phoenix, AZ, 85011            Fred Meyer Managed Care Plans                  0

- ------------------------------------------------------------------------------------------------------------------------------------
223.     FREE STANDING MANAGED      SEE BELOW FOR INDIVIDUAL FREE STANDING       MANAGED CARE PLANS
         CARE PLANS                 MANAGED CARE PLANS.
- ------------------------------------------------------------------------------------------------------------------------------------
224.     A&I Benefit                1220 Southwest Morrison,  Ste.               Free Standing Managed Care Plans               0
         Administrators             300, Portland, OR, 97205
- ------------------------------------------------------------------------------------------------------------------------------------
225.     Adminisrative              3404 W. Cheryl Drive, Phoenix, AZ, 85051     Free Standing Managed Care Plans               0
         Enterprises,  Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
226.     Advanced Benefits          6420 SW Madcam Avenue, Portland, OR,         Free Standing Managed Care Plans               0
         Administrato               97201
- ------------------------------------------------------------------------------------------------------------------------------------
227.     Aetna / US Healthcare      P.O. Box 1125, Bluebell, PA, 19422           Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
228.     AK Healthcare System       2925 De Barr Rd., Anchorage, AK, 99508       Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
229.     Alaksa Laborers            P.O. Box 34567, Seattle, WA, 98124           Free Standing Managed Care Plans               0
         Construction Industry
- ------------------------------------------------------------------------------------------------------------------------------------
230.     ALASKA VA Healthcare       2925 De Barr Rd., Anchorage, AK, 99508       Free Standing Managed Care Plans               0
         Systems
- ------------------------------------------------------------------------------------------------------------------------------------
231.     Alliance Health Plan       P.O. Box 1207, Seattle, WA, 98111            Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
232.     Anthem Health & Life       P.O. Box 11111, Fort Scott, KS, 66701        Free Standing Managed Care Plans               0
         Insurance
- ------------------------------------------------------------------------------------------------------------------------------------
233.     AOI Health Choice          P.O. Box 40384, Portland, OR, 97240          Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
234.     Associated                 P.O. Box 6711, Portland, OR, 97228           Free Standing Managed Care Plans               0
         Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
235.     Avesis,  Inc.               P.O. Box 7777, Phoenix, AZ, 85012           Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
236.     Benesight                  P.O. Box 52100,  Phoenix,  AZ. 85072         Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
237.     Block Vision               250 Country Road,  P.O. Box 7068,            Free Standing Managed Care Plans               0
                                    Eugene,  OR,  97401
- ------------------------------------------------------------------------------------------------------------------------------------
238.     Blue Card Program          P.O. Box 327, Seattle, WA, 98111             Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
239.     Blue Cross of Idaho        P.O. Box 7408, Boise, ID, 83707              Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
240.     Blue Cross of              P.O. Box 91080, Seattle, WA, 98111           Free Standing Managed Care Plans               0
         Washington/Alask
- ------------------------------------------------------------------------------------------------------------------------------------
241.     Blue Cross/Blue Shield     P.O. Box 91010, Seattle, WA, 98111           Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
242.     Boeing Health Plan         P.O. Box 21065, Seattle, WA, 98111           Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
243.     Boeing Health              P.O. Box 91009, Seattle, WA, 98101           Free Standing Managed Care Plans               0
         Washington Plan
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
244.     CARPENTER'S TRUST          P.O. Box 5434, Spokane, WA, 99205            Free Standing Managed Care Plans               0
         OF WA/ID
- ------------------------------------------------------------------------------------------------------------------------------------
245.     Cement Masons &            P.O. Box 34203, Seattle, WA, 98121           Free Standing Managed Care Plans               0
         Plasterers - W
- ------------------------------------------------------------------------------------------------------------------------------------
246.     CIGNA Healthcare           P.O. Box 9321, Sherman, TX, 75091            Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
247.     Cigna Healthcare           P.O. Box 188004, Chattanooga, TN,            Free Standing Managed Care Plans               0
                                    37422
- ------------------------------------------------------------------------------------------------------------------------------------
248.     CIGNA HEALTHCARE           P.O. Box 188004, Chattanooga, TN, 37422      Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
249.     Cigna Healthcare - ID      P.O. Box 182654, Columbus, OH, 43218         Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
250.     CLARITY VISION             P.O. Box 890500, Camp Hill, PA, 17089        Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
251.     Coast To Coast Vision      P.O. Box 792070, San Antonio, TX, 78279      Free Standing Managed Care Plans               0
         Plan
- ------------------------------------------------------------------------------------------------------------------------------------
252.     Coastal Insurance          P.O. Box 897, Bellingham, WA, 98227          Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
253.     Davis Vision               P.O. Box 971, Schenectady, NY, 12301         Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
254.     EYECARE PLAN OF            7776 S. Point Parkway W., Phoenix, AZ        Free Standing Managed Care Plans               0
         AMERICA - ECPA             85044
- ------------------------------------------------------------------------------------------------------------------------------------
255.     First Choice Healthcare    P.O. Box 91009, Seattle, WA, 98101           Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
256.     First Health               P.O. Box 8099, London, KY, 40742             Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
257.     Great West Life            P.O. Box 11111, Fort Scott, KS, 66701        Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
258.     H.E.R.E. Local 8           P.O. Box 34355, Seattle, WA, 98124           Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
259.     Health Comp. Admin.        P.O. Box 45018, Fresno, CA, 93718            Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
260.     Health Management          13902 East Expedition Ave., Aurora,          Free Standing Managed Care Plans               0
         Network                    CO, 80013
- ------------------------------------------------------------------------------------------------------------------------------------
261.     HEALTHCARE MANAGEMENT      P.O. Box 85008, Bellvue, WA, 98015           Free Standing Managed Care Plans               0
         ADMIN.
- ------------------------------------------------------------------------------------------------------------------------------------
262.     Highline Community         P.O. Box 91014, Seattle, WA,  98101          Free Standing Managed Care Plans               0
         Hospital
- ------------------------------------------------------------------------------------------------------------------------------------
263.     Idaho Medicaid             P.O. Box 23, Boise, ID, 83707                Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
264.     IEC Group                  P.O. Box 7186, Boise, ID, 83707              Free Standing Managed Care Plans               0

- ------------------------------------------------------------------------------------------------------------------------------------
265.     Intermountain              P.O. Box 3018, Missoula, MT, 59806           Free Standing Managed Care Plans               0
         Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
266.     INTERMOUNTAIN IRON         3785 S, 700 East, City, UT, 84106            Free Standing Managed Care Plans               0
         WRKRS LOCAL 732
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
267.     Kenai Borough              P.O. Box 97313, Bellvue, WA, 98009           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
268.     Kenai School District      P.O. Box 97313, Bellvue, WA, 98009           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
269.     Lifewise                   P.O. Box 7709, Bend, OR, 97708               Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
270.     Medi-Cal                   3138 W. Dakota #2, Fresno, CA, 93722-        Free Standing Managed Care Plans             0
                                    4944
- ------------------------------------------------------------------------------------------------------------------------------------
271.     MEDICAL EYE SERVICES       P.O. Box 93033, Long Beach, CA, 90809        Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
272.     Medical Eye Services       P.O. Box 93033, Long Beach, CA, 90809        Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
273.     Medical Eye Services of    P.O. Box 8184, Portland, OR, 97207           Free Standing Managed Care Plans             0
         Oregon
- ------------------------------------------------------------------------------------------------------------------------------------
274.     MetLife Insurance Co.      P.O. Box 3010, Utica, NY, 13504              Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
275.     MetLife Insurance          P.O. Box 3010, Utica, NY, 13504              Free Standing Managed Care Plans             0
         Company
- ------------------------------------------------------------------------------------------------------------------------------------
276.     Microsoft                  P.O. Box 4346, Bismark, ND, 58502            Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
277.     Montana Retail Store       Ste. 220, Whiteflag Bldg./ 104 S.            Free Standing Managed Care Plans             0
         Employees                  Freya, Spokane, WA, 99202
- ------------------------------------------------------------------------------------------------------------------------------------
278.     Mountain States            13902 East Expedition                        Free Standing Managed Care Plans             0
         Administration             Ave., Aurora, CO, 80013
- ------------------------------------------------------------------------------------------------------------------------------------
279.     Mutual of Omaha            P.O. Box 31488, Omaha, NE, 68131             Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
280.     National Vision            P.O. Box 1981, East Hanover, NJ, 07936       Free Standing Managed Care Plans             0
         Administrators
- ------------------------------------------------------------------------------------------------------------------------------------
281.     Northern Alaska            P.O. Box 12707, Seattle,  WA, 98111          Free Standing Managed Care Plans             0
         Carpernters -
         Local 1243
- ------------------------------------------------------------------------------------------------------------------------------------
282.     Northwest Benefit          2323 Eastlake Ave. E., Seattle, WA, 98102    Free Standing Managed Care Plans             0
         Network (NBN
- ------------------------------------------------------------------------------------------------------------------------------------
283.     Northwest Sheet Metal      P.O. Box 5433, Spokane, WA, 99205            Free Standing Managed Care Plans             0
         Workers
- ------------------------------------------------------------------------------------------------------------------------------------
284.     OEA Choice Trust           P.O. Box 23600, Tigard, OR, 97281            Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
285.     One Health Plan            P.O. Box 97313, Bellvue, WA, 98009           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
286.     OPERATING ENGINEERS        P.O. Box 34684, Seattle,WA,  98124           Free Standing Managed Care Plans             0
         OF WA/AK
- ------------------------------------------------------------------------------------------------------------------------------------
287.     Operating Engineers        P.O. Box 34684, Seattle, WA, 98124           Free Standing Managed Care Plans             0
         of WA/AK
- ------------------------------------------------------------------------------------------------------------------------------------
288.     Oregon Dental Service      P.O. Box 40384, Portland, OR, 97240          Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
289.     Pacific Heritage           P.O. Box 1020, Portland, OR, 97207           Free Standing Managed Care Plans             0
         Administrator
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
290.     PacifiCare of Oregon       P.O. Box 310703, Boca Raton, FL, 33431       Free Standing Managed Care Plans             0

- ---------------------------------------------------------------------------------- -------------------------------------------------
291.     Pierce County Blue         P.O. Box 21267, Seattle, WA, 98111           Free Standing Managed Care Plans             0
         Shield
- ------------------------------------------------------------------------------------------------------------------------------------
292.     PREMERA BLUE CARD          P.O. Box 327, Seattle, WA, 98111             Free Standing Managed Care Plans             0

- -----------------------------------------------------------------------------------------------------------------------------------
293.     Premera Blue Cross         P.O. Box 90180, Seattle, WA, 98111           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
294.     PREMERA BLUE CROSS         P.O. Box 21065, Seattle, WA, 98111           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
295.     PRINCIPAL FINANCE          P.O. Box 57700, Salt Lake City, UT,          Free Standing Managed Care Plans             0
         GROUP                      84157
- ------------------------------------------------------------------------------------------------------------------------------------
296.     Principal Financial        4021 South 700 East, Ste. 500                Free Standing Managed Care Plans             0
                                    5Springs, Springs, CO, 80949
- ------------------------------------------------------------------------------------------------------------------------------------
297.     Principal Mutual Life      P.O. Box 3006, Ames, IA, 50010               Free Standing Managed Care Plans             0
         Insuranc
- ------------------------------------------------------------------------------------------------------------------------------------
298.     Providence Good Health     P.O. Box 3125, Portland, OR, 97208           Free Standing Managed Care Plans             0
         Plan
- ------------------------------------------------------------------------------------------------------------------------------------
299.     Providence Health          P.O. Box 370, Longview, OR, 98632            Free Standing Managed Care Plans             0
         Plans-Select Care
         of Oregon
- ------------------------------------------------------------------------------------------------------------------------------------
300.     PUGET SOUND BENEFITS       P.O. Box 34203, Seattle, WA, 98124-          Free Standing Managed Care Plans             0
         TRUST                      1203
- ------------------------------------------------------------------------------------------------------------------------------------
301.     Puget Sound Electrical     P.O. Box 34203, Seattle, WA, 98124           Free Standing Managed Care Plans             0
         Workers
- ------------------------------------------------------------------------------------------------------------------------------------
302.     QualMed Oregon Health      P.O. Box 1707, Clackamas, OR, 97015          Free Standing Managed Care Plans             0
         Plan
- ------------------------------------------------------------------------------------------------------------------------------------
303.     Regence BCBS of Oregon     P.O. Box 1271, Portland, OR, 97207           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
304.     Regence Blue shield        P.O. Box 21267, Seattle, WA, 98111           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
305.     Regence Blue Shield of     P.O. Box 1160, Lewiston, ID, 97207           Free Standing Managed Care Plans             0
         Idaho
- ------------------------------------------------------------------------------------------------------------------------------------
306.     Regence Blue Shield        P.O. Box 21267, Seattle, WA, 98111           Free Standing Managed Care Plans             0
         of WA
- ------------------------------------------------------------------------------------------------------------------------------------
307.     Regence HMO Oregon         P.O. Box 900, Portland, OR, 97207-0900       Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
308.     Regence Northwest          P.O. Box 91039, Seattle, WA, 98111           Free Standing Managed Care Plans             0
         Health
- ------------------------------------------------------------------------------------------------------------------------------------
309.     Risk & Benefit             P.O. Box 241569, Anchorage, AK, 99524-       Free Standing Managed Care Plans             0
         Management Serv            1569
- ------------------------------------------------------------------------------------------------------------------------------------
310.     SECURE VISION              P.O. Box 790042, St. Louis, MO, 63179        Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
311.     Select Care -              P.O. Box 10106, Eugene, OR, 97440            Free Standing Managed Care Plans             0
         Washington
- ------------------------------------------------------------------------------------------------------------------------------------
312.     SGA Benefits Trust         P.O. Box 46579, Seattle, WA, 98146-0579      Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
313.     Sound Health               P.O. Box 12707, Seattle, WA, 98111           Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
314.     Spectera Vision            2811 Lord Baltimore Dr.,                     Free Standing Managed Care Plans             0
                                    Baltimore, MD,  51244
- ------------------------------------------------------------------------------------------------------------------------------------
315.     Superior Vision Plan       24012 Calle De La Plata, Ste.                Free Standing Managed Care Plans             0
                                    350, Laguna Hills, CA, 92653-7624
- ------------------------------------------------------------------------------------------------------------------------------------
316.     SUPERIOR VISION PLAN -     P.O Box 967, Rancho Cordova, CA, 92654       Free Standing Managed Care Plans             0
         RELIAST
- ------------------------------------------------------------------------------------------------------------------------------------
317.     SUPERIOR VISION            P.O. Box 2829, Nigel, CA, 92654              Free Standing Managed Care Plans             0
         SERVICES
- ------------------------------------------------------------------------------------------------------------------------------------
318.     The TPA                    P.O. Box 300,  Pueblo, CO,  81002            Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
319.     Timber Products Mfg.       P.O. Box 4867,  Missoula, MT,  59806         Free Standing Managed Care Plans             0
         Trust
- ------------------------------------------------------------------------------------------------------------------------------------
320.     UFCW - Oregon              P.O. Box 1420,  Portland, OR,  97207         Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
321.     UFCW Local 555             P.O Box 6010,   Cypress,  CA,   90630        Free Standing Managed Care Plans             0
         Employers Trust
- ------------------------------------------------------------------------------------------------------------------------------------
322.     Washington Employers       P.O. Box 12068,  Seattle, WA,  98102         Free Standing Managed Care Plans             0
         Trust
- ------------------------------------------------------------------------------------------------------------------------------------
323.     William C. Earhart         P.O.Box 4148,  Portland, OR,  97208          Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
324.     Zenith Administrators      P.O. Box 7128,  Phoenix, AZ,  85011          Free Standing Managed Care Plans             0

- ------------------------------------------------------------------------------------------------------------------------------------
325.     WAL-MART STORES, INC.      WAL-MART STORES,   INC.,   702 SW 8TH        VISION CENTER MASTER LICENSE                 0
                                    STREET, BENTONVILLE, AR 72716                AGREEMENT - SEE BELOW FOR WAL*MART
                                                                                 STORE INDIVIDUAL LEASES.
- ------------------------------------------------------------------------------------------------------------------------------------
326.     131                        2311 S. JEFFERSON, MT. PLEASANT, TX,         Wal*Mart Store                               0
                                    75455
- ------------------------------------------------------------------------------------------------------------------------------------
327.     140                        2215 SOUTH FIRST STREET, LUFKIN, TX,         Wal*Mart Store                               0
                                    75901
- ------------------------------------------------------------------------------------------------------------------------------------
328.     287                        1801 HIGHWAY 78 EAST, JASPER, AL, 35501      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
329.     329                        5560 MCCLELLAN BLVD, ANNISTON, AL, 36201     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
330.     372                        1905 N. 14TH AVENUE, DODGE CITY, KS,         Wal*Mart Store                               0
                                    67801
- ------------------------------------------------------------------------------------------------------------------------------------
331.     400                        1407 NORTH LOOP 336 WEST, CONROE, TX,        Wal*Mart Store                               0
                                    77301
- ------------------------------------------------------------------------------------------------------------------------------------
332.     510                        400 SHALLOWFORD ROAD                         Wal*Mart Store                               0
                                    GAINESVILLE, GA, 30504
- ------------------------------------------------------------------------------------------------------------------------------------
333.     515                        2330 US HWY 19, MURPHY, NC, 28906            Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
334.     518                        1550 BALLGROUND HWY, CANTON, GA, 30114       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
335.     529                        9300 CENTURY BLVD., TEXAS CITY, TX,          Wal*Mart Store                               0
                                    77591
- ------------------------------------------------------------------------------------------------------------------------------------
336.     539                        2050 NORTH MALL BLVD, ALEXANDRIA, LA,        Wal*Mart Store                               0
                                    71301
- ------------------------------------------------------------------------------------------------------------------------------------
337.     548                        455 GRAYSON HIGHWAY                          Wal*Mart Store                               0
                                    LAWRENCEVILLE, GA, 30045
- ------------------------------------------------------------------------------------------------------------------------------------
338.     555                        2101 VETERANS BOULEVARD, DUBLIN, GA,         Wal*Mart Store                               0
                                    31021
- ------------------------------------------------------------------------------------------------------------------------------------
339.     556                        2425 MEMORIAL DRIVE, WAYCROSS, GA, 31501     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
340.     557                        2301 INDUSTRIAL ROAD, EMPORIA, KS,           Wal*Mart Store                               0
                                    66801
- ------------------------------------------------------------------------------------------------------------------------------------
341.     575                        9464 S. MAIN STREET, WOODSTOCK, GA,          Wal*Mart Store                               0
                                    30188
- ------------------------------------------------------------------------------------------------------------------------------------
342.     580                        1050 VAN FLEET DR,  BARTOW,  FL, 33830       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
343.     585                        2377 DAVE LYLE BLVD., ROCK HILL, SC,          Wal*Mart Store                              0
                                    29730
- ------------------------------------------------------------------------------------------------------------------------------------
344.     588                        2825 LEDO ROAD, ALBANY, GA, 31707            Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
345.     592                        2020 N SE BLVD, DERBY, KS, 67037             Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
346.     593                        1450 BOWENS MILL ROAD, DOUGLAS, GA,          Wal*Mart Store                               0
                                    31533
- ------------------------------------------------------------------------------------------------------------------------------------
347.     602                        610 SAWDUST ROAD, THE WOODLANDS, TX,         Wal*Mart Store                               0
                                    77380
- ------------------------------------------------------------------------------------------------------------------------------------
348.     611                        4501 NORTH MAIN, ROSWELL, NM, 88201          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
349.     614                        803 NEW FRANKLIN ROAD, LA GRANGE, GA,        Wal*Mart Store                               0
                                    30240
- ------------------------------------------------------------------------------------------------------------------------------------
350.     616                        2795 NORTH ROAD, ORANGEBURG, SC, 29115       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
351.     618                        4166 JIMMY LEE SMITH PKWY, HIRAM, GA,        Wal*Mart Store                               0
                                    30141
- ------------------------------------------------------------------------------------------------------------------------------------
352.     625                        1310 N. FRASIER STREET                       Wal*Mart Store                               0
                                    GEORGETOWN, SC, 29440
- ------------------------------------------------------------------------------------------------------------------------------------
353.     628                        9880 DORCHESTER RD., SUMMERVILLE, SC,        Wal*Mart Store                               0
                                    29485
- ------------------------------------------------------------------------------------------------------------------------------------
354.     631                        1023 S. PENDLETON STREET, EASLEY, SC,        Wal*Mart Store                               0
                                    29542
- ------------------------------------------------------------------------------------------------------------------------------------
355.     632                        1481 HWY 17N, MT. PLEASANT, SC, 29464        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
356.     635                        14030 ABERCORN STREET, SAVANNAH, GA,         Wal*Mart Store                               0
                                    31419
- ------------------------------------------------------------------------------------------------------------------------------------
357.     639                        150 ALTAMA CONNECTOR, BRUNSWICK, GA,         Wal*Mart Store                               0
                                    31525
- ------------------------------------------------------------------------------------------------------------------------------------
358.     652                        3101 EAST KANSAS ST, GARDEN CITY, KS,        Wal*Mart Store                               0
                                    67846
- ------------------------------------------------------------------------------------------------------------------------------------
359.     662                        2800 SPRING AVE, DECATUR, AL, 35603          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
360.     669                        2545 EAST WALNUT AVENUE, DALTON, GA,         Wal*Mart Store                               0
                                    30721
- ------------------------------------------------------------------------------------------------------------------------------------
361.     680                        US HWY. 11E BYPASS, GREENEVILLE, TN,         Wal*Mart Store                               0
                                    37743
- ------------------------------------------------------------------------------------------------------------------------------------
362.     728                        25 PEMBROKE DRIVE, HILTON HEAD, SC,          Wal*Mart Store                               0
                                    29926
- ------------------------------------------------------------------------------------------------------------------------------------
363.     745                        5600 N. HENRY BLVD, STOCKBRIDGE, GA,         Wal*Mart Store                               0
                                    30281
- ------------------------------------------------------------------------------------------------------------------------------------
364.     754                        730 NORTHSIDE DRIVE E                        Wal*Mart Store                               0
                                    STATESBORO, GA, 30458
- ------------------------------------------------------------------------------------------------------------------------------------
365.     758                        1711 E LAMAR STREET, STE E,                  Wal*Mart Store                               0
                                    AMERICUS, GA, 31709
- ------------------------------------------------------------------------------------------------------------------------------------
366.     787                        7050 HWY 85, RIVERDALE, GA, 30274            Wal*Mart Store                               0
- ------------------------------------------------------------------------------------------------------------------------------------
367.     794                        1905 EAST 17TH STREET                        Wal*Mart Store                               0
                                    HUTCHINSON, KS, 67501
- ------------------------------------------------------------------------------------------------------------------------------------
368.     806                        571 S. WALTON BLVD, LAS CRUCES, NM,          Wal*Mart Store                               0
                                    88001
- ------------------------------------------------------------------------------------------------------------------------------------
369.     824                        8000 ACADEMY ROAD, NE,                       Wal*Mart Store                               0
                                    ALBUQUERQUE, NM,  87111
- ------------------------------------------------------------------------------------------------------------------------------------
370.     826                        4600 EAST MAIN STREET                        Wal*Mart Store                               0
                                    FARMINGTON, NM,  87402
- ------------------------------------------------------------------------------------------------------------------------------------
371.     829                        3251 CERRILLOS ROAD, SANTA FE, NM,           Wal*Mart Store                               0
                                    87510
- ------------------------------------------------------------------------------------------------------------------------------------
372.     831                        301 SAN METEO, SE, ALBUQUERQUE, NM,          Wal*Mart Store                               0
                                    87108
- ------------------------------------------------------------------------------------------------------------------------------------
373.     835                        400 EUBANK BLVD., N.E.,                      Wal*Mart Store                               0
                                    ALBUQUERQUE,  NM,  87123
- ------------------------------------------------------------------------------------------------------------------------------------
374.     850                        2701 CARLISLE BLVD., NE,                     Wal*Mart Store                               0
                                    ALBUQUERQUE,  NM,  87110
- ------------------------------------------------------------------------------------------------------------------------------------
375.     851                        1800 U.S. HIGHWAY 70 WEST, RUIDOSO           Wal*Mart Store                               0
                                    DOWNS, NM, 88346
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
376.     866                        5245 SERVICE RD SO HIGGINS                   Wal*Mart Store                               0
                                    RD,  MOBILE,  AL,  36619
- ------------------------------------------------------------------------------------------------------------------------------------
377.     877                        2406 WEST ROOSEVEL BLVD., MONROE, NC,        Wal*Mart Store                               0
                                    28110
- ------------------------------------------------------------------------------------------------------------------------------------
378.     878                        1500 MARKET PLACE BLVD, CUMMING, GA,         Wal*Mart Store                               0
                                    30131
- ------------------------------------------------------------------------------------------------------------------------------------
379.     881                        5556 SUNSET BLVD, LEXINGTON, SC, 29072       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
380.     889                        15078 US 19 SOUTH, THOMASVILLE, GA,          Wal*Mart Store                               0
                                    31792
- ------------------------------------------------------------------------------------------------------------------------------------
381.     899                        1000 NORTH ST. AUGUSTINE ROAD                Wal*Mart Store                               0
                                    VALDOSTA,  GA,  31601
- ------------------------------------------------------------------------------------------------------------------------------------
382.     915                        11210 W. AIRPORT BLVD., STAFFORD, TX,        Wal*Mart Store                               0
                                    77477
- ------------------------------------------------------------------------------------------------------------------------------------
383.     924                        1510 WEST MAIN,  STERLING,  CO,  80751       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
384.     948                        2525 HIGHWAY 70, S.E., HICKORY, NC,          Wal*Mart Store                               0
                                    28602
- ------------------------------------------------------------------------------------------------------------------------------------
385.     952                        641 EAST BYPASS S.E., MOULTRIE, GA,          Wal*Mart Store                               0
                                    31768
- ------------------------------------------------------------------------------------------------------------------------------------
386.     980                        3103 23RD AVENUE, GREELEY, CO, 80631         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
387.     1006                       1215 EAST 16TH AVENUE, CORDELE, GA,          Wal*Mart Store                               0
                                    31015
- ------------------------------------------------------------------------------------------------------------------------------------
388.     1011                       434 S COLUMBIA,  RINCON, GA,  31326          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
389.     1027                       150 CONCORD COMMON PLACE                     Wal*Mart Store                               0
                                    CONCORD,  NC,  28027
- ------------------------------------------------------------------------------------------------------------------------------------
390.     1034                       705 E. DIXON BLVD., HWY 74,                  Wal*Mart Store                               0
                                    SHELBY, NC,  28150
- ------------------------------------------------------------------------------------------------------------------------------------
391.     1036                       197 PLAZA DR., FOREST CITY, NC, 28043        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
392.     1039                       2241 ROCKFORD STREET, MT. AIRY, NC,          Wal*Mart Store                               0
                                    27030
- ------------------------------------------------------------------------------------------------------------------------------------
393.     1047                       6065 JONESBORO ROAD, MORROW, GA, 30260       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
394.     1064                       845 R BLOWING ROCK BLVD, LENOIR, NC,         Wal*Mart Store                               0
                                    28645
- ------------------------------------------------------------------------------------------------------------------------------------
395.     1097                       250 TURNER STREET, ABERDEEN, NC, 28315       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
396.     1121                       1850 N. COLUMBIA  ST,                        Wal*Mart Store                               0
                                    MILLEDGEVILLE,  GA,  31061
- ------------------------------------------------------------------------------------------------------------------------------------
397.     1124                       1201 US HWY 31 NW, HARTSELLE, AL, 35640      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
398.     1132                       1226 EAST DIXIE DRIVE, ASHEBORO, NC,         Wal*Mart Store                               0
                                    27203
- ------------------------------------------------------------------------------------------------------------------------------------
399.     1149                       2281 WEST HWY. 70, THATCHER, AZ, 85552       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
400.     1156                       169 NORMAN STATION BLVD.                     Wal*Mart Store                               0
                                    MOORESVILLE, NC, 28117
- ------------------------------------------------------------------------------------------------------------------------------------
401.     1190                       120 JILL DRIVE, BEREA, KY, 40403             Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
402.     1197                       1511 BENVENUE RD., ROCKY MOUNT, NC,          Wal*Mart Store                               0
                                    27804
- ------------------------------------------------------------------------------------------------------------------------------------
403.     1208                       3600 YOUNGFIELD STREET, WHEAT RIDGE,         Wal*Mart Store                               0
                                    CO,  80033
- ------------------------------------------------------------------------------------------------------------------------------------
404.     1209                       401 NORTH GENERAL'S BLVD,                    Wal*Mart Store                               0
                                    LINCOLNTON,  NC,  28092
- ------------------------------------------------------------------------------------------------------------------------------------
405.     1218                       1325 E. FLORENCE BLVD, CASA GRANDE,          Wal*Mart Store                               0
                                    AZ,  85222
- ------------------------------------------------------------------------------------------------------------------------------------
406.     1227                       260 BOBBY JONES EXPWY, MARTINEZ, GA,         Wal*Mart Store                               0
                                    30907
- ------------------------------------------------------------------------------------------------------------------------------------
407.     1236                       1002 N. SPENCE AVE., GOLDSBORO, NC,          Wal*Mart Store                               0
                                    27530
- ------------------------------------------------------------------------------------------------------------------------------------
408.     1237                       2330 WEST CUMBERLAND ST, DUNN, NC,           Wal*Mart Store                               0
                                    28334
- ------------------------------------------------------------------------------------------------------------------------------------
409.     1238                       1550 SKIBO ROAD, FAYETTEVILLE, NC,           Wal*Mart Store                               0
                                    28303
- ------------------------------------------------------------------------------------------------------------------------------------
410.     1240                       657 STATE HWY 90, SIERRA VISTA, AZ,          Wal*Mart Store                               0
                                    85635
- ------------------------------------------------------------------------------------------------------------------------------------
411.     1242                       200 THOMPSON ST. HWY 64,                     Wal*Mart Store                               0
                                    HENDERSONVILLE,  NC,  28739
- ------------------------------------------------------------------------------------------------------------------------------------
412.     1244                       3027 WADE HAMPTON ROAD, GREENVILLE           Wal*Mart Store                               0
                                    TAYLOR,  SC,  29687
- ------------------------------------------------------------------------------------------------------------------------------------
413.     1252                       6675 BUSINESS CENTER DRIVE                   Wal*Mart Store                               0
                                    LITTLETON,  CO,  80126
- ------------------------------------------------------------------------------------------------------------------------------------
414.     1261                       3725 RAMSEY STREET, FAYETTEVILLE, NC,        Wal*Mart Store                               0
                                    28311
- ------------------------------------------------------------------------------------------------------------------------------------
415.     1287                       3141 GARDEN ROAD, BURLINGTON, NC,            Wal*Mart Store                               0
                                    27215
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
416.     1290                       1834 WINKLER STREET, WILKESBORO, NC,         Wal*Mart Store                               0
                                    28697
- ------------------------------------------------------------------------------------------------------------------------------------
417.     1291                       7150 EAST SPEEDWAY, TUCSON, AZ, 85710        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
418.     1293                       3209 DEANS BRIDGE ROAD, AUGUSTA, GA,         Wal*Mart Store                               0
                                    30906
- ------------------------------------------------------------------------------------------------------------------------------------
419.     1298                       2025 N. MARINE BLVD.,                        Wal*Mart Store                               0
                                    JACKSONVILLE,  NC,  28546
- ------------------------------------------------------------------------------------------------------------------------------------
420.     1300                       3005 MARTIN LUTHER KING, JR. BLVD,           Wal*Mart Store                               0
                                    NEW BERN, NC,  28562
- ------------------------------------------------------------------------------------------------------------------------------------
421.     1321                       1299 BRIGHTLEAF BLVD, SMITHFIELD, NC,        Wal*Mart Store                               0
                                    27577
- ------------------------------------------------------------------------------------------------------------------------------------
422.     1337                       2099 NORTH BRIDGE STREET, ELKIN, NC,         Wal*Mart Store                               0
                                    28621
- ------------------------------------------------------------------------------------------------------------------------------------
423.     1344                       1028-C RICHMOND AVE, STAUNTON, VA,           Wal*Mart Store                               0
                                    24401
- ------------------------------------------------------------------------------------------------------------------------------------
424.     1354                       570 PAMLICO PLAZA, WASHINGTON, NC,           Wal*Mart Store                               0
                                    27889
- ------------------------------------------------------------------------------------------------------------------------------------
425.     1360                       1556 EAST MAIN, OAK HILL, WV, 25901          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
426.     1367                       2720 WATSON BLVD., WARNER ROBINS, GA,        Wal*Mart Store                               0
                                    31093
- ------------------------------------------------------------------------------------------------------------------------------------
427.     1372                       1527 GARNER STATION BLVD.,                   Wal*Mart Store                               0
                                    RALEIGH, NC,  27603
- ------------------------------------------------------------------------------------------------------------------------------------
428.     1373                       1630 PLEASANT HILL ROAD, DULUTH, GA,         Wal*Mart Store                               0
                                    30096
- ------------------------------------------------------------------------------------------------------------------------------------
429.     1379                       210 SW GREENVILLE BLVD,                      Wal*Mart Store                               0
                                    GREENVILLE,  NC,  27834
- ------------------------------------------------------------------------------------------------------------------------------------
430.     1385                       3000 EAST FRANKLIN BOULEVARD,                Wal*Mart Store                               0
                                    GASTONIA, NC,  28054
- ------------------------------------------------------------------------------------------------------------------------------------
431.     1392                       5226 SIGMOND ROAD, WILMINGTON, NC,           Wal*Mart Store                               0
                                    28403
- ------------------------------------------------------------------------------------------------------------------------------------
432.     1403                       2160 HWY 441 NORTH, CORNELIA, GA,            Wal*Mart Store                               0
                                    30531
- ------------------------------------------------------------------------------------------------------------------------------------
433.     1414                       01 1-25 BYPASS RD, BELEN, NM, 87002          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
434.     1417                       1801 EAST HIGHWAY 69, PRESCOTT, AZ,          Wal*Mart Store                               0
                                    86301
- ------------------------------------------------------------------------------------------------------------------------------------
435.     1424                       671 SOUTH PARK BLVD., COLONIAL               Wal*Mart Store                               0
                                    HEIGHTS,  VA,  23834
- ------------------------------------------------------------------------------------------------------------------------------------
436.     1450                       120 MCGRAW STREET, RIPLEY, WV, 25271        Wal*Mart Store                                0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
437.     1464                       801 ARROWOOD ROAD, CHARLOTTE, NC,            Wal*Mart Store                               0
                                    28217
- ------------------------------------------------------------------------------------------------------------------------------------
438.     1498                       3738 BATTLEGROUND AVENUE                     Wal*Mart Store                               0
                                    GREENSBORO,  NC,  27410
- ------------------------------------------------------------------------------------------------------------------------------------
439.     1507                       3030 NORTH ROCK ROAD, WICHITA, KS,           Wal*Mart Store                               0
                                    67226
- ------------------------------------------------------------------------------------------------------------------------------------
440.     1534                       701 S. WASHINGTON STREET                     Wal*Mart Store                               0
                                    BISMARCK,  ND,  58504
- ------------------------------------------------------------------------------------------------------------------------------------
441.     1544                       550 EMILY DRIVE, CLARKSBURG, WV, 26301       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
442.     1545                       2551 32ND AVENUE S., GRAND FORKS, ND,        Wal*Mart Store                               0
                                    58201
- ------------------------------------------------------------------------------------------------------------------------------------
443.     1549                       2020 N. 75TH AVENUE, PHOENIX, AZ,            Wal*Mart Store                               0
                                    85035
- ------------------------------------------------------------------------------------------------------------------------------------
444.     1554                       3702 EAST HAMMER LANE, STOCKTON, CA,         Wal*Mart Store                               0
                                    95212
- ------------------------------------------------------------------------------------------------------------------------------------
445.     1555                       2050 N. IMPERIAL AVENUE, EL CENTRO,          Wal*Mart Store                               0
                                    CA,  92243
- ------------------------------------------------------------------------------------------------------------------------------------
446.     1560                       3075 EAST TROPICANA AVENUE, LAS VEGAS,       Wal*Mart Store                               0
                                    NV,  89121
- ------------------------------------------------------------------------------------------------------------------------------------
447.     1574                       2300 WHITE LANE, BAKERSFIELD, CA, 93304      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
448.     1581                       4731 13TH AVENUE, S.W., FARGO, ND, 58103     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
449.     1583                       1977 W. CLEVELAND AVENUE, MADERA, CA,        Wal*Mart Store                               0
                                    93637
- ------------------------------------------------------------------------------------------------------------------------------------
450.     1584                       3625 SOUTH RAINBOW BLVD, LAS VEGAS,          Wal*Mart Store                               0
                                    NV,  89103
- ------------------------------------------------------------------------------------------------------------------------------------
451.     1588                       15272 BEAR VALLEY ROAD                       Wal*Mart Store                               0
                                    VlCTORVlLLE,  CA,  92392
- ------------------------------------------------------------------------------------------------------------------------------------
452.     1591                       6535 GRAYSON ROAD, HARRISBURG, PA,           Wal*Mart Store                               0
                                    17111
- ------------------------------------------------------------------------------------------------------------------------------------
453.     1598                       4617 E. BELL ROAD, PHOENIX, AZ, 85032        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
454.     1599                       11701 METCALF AVE, SHAWNEE MISSION,          Wal*Mart Store                               0
                                    KS,  66210
- ------------------------------------------------------------------------------------------------------------------------------------
455.     1604                       1200 LACROSSE STREET, RAPID CITY, SD,        Wal*Mart Store                               0
                                    57701
- ------------------------------------------------------------------------------------------------------------------------------------
456.     1612                       1650 WEST VALENCIA, TUCSON, AZ, 85706        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
457.     1613                       2710 NORTH MAIN STREET, HIGH                 Wal*Mart Store                               0
                                    POINT,  NC,  27265
- ------------------------------------------------------------------------------------------------------------------------------------
458.     1614                       3500 ROXBORO ROAD, DURHAM, NC, 27704         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
459.     1615                       2203 LOVERIDGE ROAD, PITTSBURG, CA,          Wal*Mart Store                               0
                                    94565
- ------------------------------------------------------------------------------------------------------------------------------------
460.     1617                       4400 EAST SECOND STREET, CASPER, WY,         Wal*Mart Store                               0
                                    82609
- ------------------------------------------------------------------------------------------------------------------------------------
461.     1619                       1200 MARKET PLACE DRIVE                      Wal*Mart Store                               0
                                    HENRIETTA, NY, 14467
- ------------------------------------------------------------------------------------------------------------------------------------
462.     1623                       445 WILKES BARRE TOWNSHIP ROAD, WILKES       Wal*Mart Store                               0
                                    BARRE, PA,  18702
- ------------------------------------------------------------------------------------------------------------------------------------
463.     1624                       2601 FASHION PLAZA, BAKERSFIELD, CA,         Wal*Mart Store                               0
                                    93306
- ------------------------------------------------------------------------------------------------------------------------------------
464.     1627                       1711 HIGHWAY 10 WEST, DILWORTH, MN,          Wal*Mart Store                               0
                                    56529
- ------------------------------------------------------------------------------------------------------------------------------------
465.     1631                       1900 CUNNINGHAM DRIVE, HAMPTON, VA,          Wal*Mart Store                               0
                                    23666
- ------------------------------------------------------------------------------------------------------------------------------------
466.     1636                       1901 22ND AVENUE, SW, MINOT, ND, 58701       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
467.     1645                       1750 LACEY BOULEVARD, HANFORD, CA,           Wal*Mart Store                               0
                                    93230
- ------------------------------------------------------------------------------------------------------------------------------------
468.     1646                       6131 EAST SOUTHERN AVE, MESA, AZ, 85208      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
469.     1648                       4209 SOUTH CARSON STREET, CARSON             Wal*Mart Store                               0
                                    CITY, NV, 89701
- ------------------------------------------------------------------------------------------------------------------------------------
470.     1651                       5180 SONOMA BLVD., VALLE JO, CA, 94589       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
471.     1658                       2205 HARRISON ROAD, THOMSON, GA, 30824       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
472.     1662                       1116 CROSSROADS DRIVE                        Wal*Mart Store                               0
                                    STATESVILLE, NC, 28677
- ------------------------------------------------------------------------------------------------------------------------------------
473.     1663                       157 PARAGON PARKWAY, CLYDE, NC, 28721        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
474.     1664                       2500 FORREST HILLS RD. W.,                   Wal*Mart Store                               0
                                    WILSON, NC, 27893
- ------------------------------------------------------------------------------------------------------------------------------------
475.     1666                       3304 EASTWAY DRIVE, CHARLOTTE, NC,           Wal*Mart Store                               0
                                    28205
- ------------------------------------------------------------------------------------------------------------------------------------
476.     1670                       1135 BERKSHIRE BLVD., WYOMISSING, PA,        Wal*Mart Store                               0
                                    19610
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
477.     1674                       1650 WESEL BLVD., HAGERSTOWN, MD, 21740      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
478.     1682                       4107 PORTSMOUTH BOULEVARD                    Wal*Mart Store                               0
                                    CHESAPEAKE, VA, 23321
- ------------------------------------------------------------------------------------------------------------------------------------
479.     1687                       1200 NORTH MAIN STREET, SUFFOLK, VA,         Wal*Mart Store                               0
                                    23434
- ------------------------------------------------------------------------------------------------------------------------------------
480.     1689                       4401 SOUTH BUCKLEY ROAD, AURORA, CO,         Wal*Mart Store                               0
                                    80015
- ------------------------------------------------------------------------------------------------------------------------------------
481.     1691                       7701 FRONTAGE ROAD, OVERLAND                 Wal*Mart Store                               0
                                    PARK, KS, 66204
- ------------------------------------------------------------------------------------------------------------------------------------
482.     1692                       1120 SOUTH MOUNT VERNON                      Wal*Mart Store                               0
                                    AVE, COLTON, CA, 92324
- ------------------------------------------------------------------------------------------------------------------------------------
483.     1693                       2050 WEST REDLANDS                           Wal*Mart Store                               0
                                    DRIVE, REDLANDS, CA, 92374
- ------------------------------------------------------------------------------------------------------------------------------------
484.     1697                       8465 ELK GROVE BLVD., ELK GROVE, CA,         Wal*Mart Store                               0
                                    95758
- ------------------------------------------------------------------------------------------------------------------------------------
485.     1700                       13425 COMMUNITY ROAD, POWAY, CA, 92064       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
486.     1704                       1501 HELEN POWER DRIVE                       Wal*Mart Store                               0
                                    VACAVILLE, CA, 95687
- ------------------------------------------------------------------------------------------------------------------------------------
487.     1711                       5401 BEACON DRIVE, IRONDALE, AL, 35210       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
488.     1720                       1550 SCENIC HIGHWAY, SNELLVILLE, GA,         Wal*Mart Store                               0
                                    30078
- ------------------------------------------------------------------------------------------------------------------------------------
489.     1726                       1995 EAST MARKET STREET                      Wal*Mart Store                               0
                                    HARRISONBURG, VA, 22801
- ------------------------------------------------------------------------------------------------------------------------------------
490.     1746                       1380 WEST ELLIOT ROAD, TEMPE, AZ,            Wal*Mart Store                               0
                                    85283
- ------------------------------------------------------------------------------------------------------------------------------------
491.     1747                       2560 NORTH PERRIS BLVD, PERRIS, CA,          Wal*Mart Store                               0
                                    92570
- ------------------------------------------------------------------------------------------------------------------------------------
492.     1748                       2245 A ASHLEY CROSSING DRIVE                 Wal*Mart Store                               0
                                    CHARLESTON, SC, 29414
- ------------------------------------------------------------------------------------------------------------------------------------
493.     1751                       6600 GLENWOOD AVE, RALEIGH, NC, 27612        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
494.     1755                       4625 REDWOOD DRIVE, ROHNERT PARK, CA,        Wal*Mart Store                               0
                                    94928
- ------------------------------------------------------------------------------------------------------------------------------------
495.     1756                       17151 FOOTHILL BOULEVARD,                    Wal*Mart Store                               0
                                    FONTANA, CA, 92335
- ------------------------------------------------------------------------------------------------------------------------------------
496.     1760                       1018 RILEY STREET, FOLSOM, CA, 95630         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
497.     1763                       515 COMMERCE DRIVE, BLUEFIELD, VA,           Wal*Mart Store                               0
                                    24605
- ------------------------------------------------------------------------------------------------------------------------------------
498.     1766                       3100 JOHNSON FERRY ROAD,                     Wal*Mart Store                               0
                                    MARIETTA, GA, 30062
- ------------------------------------------------------------------------------------------------------------------------------------
499.     1767                       4540 MAIN STREET, SHALLOTTE, NC, 28470       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
500.     1772                       3600 WASHBURN WAY, KLAMATH FALLS, OR,        Wal*Mart Store                               0
                                    97603
- ------------------------------------------------------------------------------------------------------------------------------------
501.     1773                       12401 JEFFERSON AVENUE, NEWPORT              Wal*Mart Store                               0
                                    NEWS, VA, 23602
- ------------------------------------------------------------------------------------------------------------------------------------
502.     1774                       3000 SOUTH HORNER BLVD, SANFORD, NC,         Wal*Mart Store                               0
                                    27330
- ------------------------------------------------------------------------------------------------------------------------------------
503.     1777                       5900 PERKIOMEN AVENUE, READING, PA,          Wal*Mart Store                               0
                                    19606
- ------------------------------------------------------------------------------------------------------------------------------------
504.     1780                       975 HILTON HEIGHTS,                          Wal*Mart Store                               0
                                    CHARLOTTESVILLE, VA, 22901
- ------------------------------------------------------------------------------------------------------------------------------------
505.     1782                       701 GRAND CENTRAL AVENUE, VIENNA, WV,        Wal*Mart Store                               0
                                    26105
- ------------------------------------------------------------------------------------------------------------------------------------
506.     1784                       3025 LANCASTER DRIVE NE, SALEM, OR,          Wal*Mart Store                               0
                                    97305
- ------------------------------------------------------------------------------------------------------------------------------------
507.     1789                       2350 W KETTLEMAN LANE, LODI, CA, 95242       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
508.     1793                       3002 STACY ALLISON WAY, WOODBURN, OR,        Wal*Mart Store                               0
                                    97071
- ------------------------------------------------------------------------------------------------------------------------------------
509.     1802                       1501 S.W. WANAMAKER, TOPEKA, KS, 66604       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
510.     1805                       78950 HIGHWAY 111, LA QUlNTA, CA, 92253      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
511.     1807                       265 ROUTE 73 NORTH, WEST BERLIN, NJ,         Wal*Mart Store                               0
                                    8091
- ------------------------------------------------------------------------------------------------------------------------------------
512.     1810                       2400 ROUTE #9, FISHKILL, NY, 12524           Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
513.     1811                       1170 NORTH MILITARY                          Wal*Mart Store                               0
                                    HIGHWAY, NORFOLK, VA, 23502
- ------------------------------------------------------------------------------------------------------------------------------------
514.     1815                       3680 WEST SHAW, FRESNO, CA, 93711            Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
515.     1821                       9101 ALBEMARLE ROAD, CHARLOTTE, NC,          Wal*Mart Store                               0
                                    28227
- ------------------------------------------------------------------------------------------------------------------------------------
516.     1823                       495 EISENHOWER DRIVE, HANOVER, PA,           Wal*Mart Store                               0
                                    17331
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
517.     1826                       1819 E. NOBLE AVENUE, VISALIA, CA,           Wal*Mart Store                               0
                                    93291
- ------------------------------------------------------------------------------------------------------------------------------------
518.     1830                       297 GRANT AVENUE, AUBURN, NY, 13021          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
519.     1831                       3949 ROUTE 31, CLAY, NY, 13041               Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
520.     1832                       31033 DATE PALM DRIVE, CATHEDRAL             Wal*Mart Store                               0
                                    CITY, CA, 92234
- ------------------------------------------------------------------------------------------------------------------------------------
521.     1833                       3700 PLANK ROAD, FREDRICKSBURG, VA,          Wal*Mart Store                               0
                                    22407
- ------------------------------------------------------------------------------------------------------------------------------------
522.     1834                       135 TERRY LANE, GRANTS PASS, OR, 97526       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
523.     1835                       2405 VESTAL PARKWAY EAST, VESTAL, NY,        Wal*Mart Store                               0
                                    13950
- ------------------------------------------------------------------------------------------------------------------------------------
524.     1838                       3041 N. RAINBOW BLVD, LAS VEGAS, NV,         Wal*Mart Store                               0
                                    89108
- ------------------------------------------------------------------------------------------------------------------------------------
525.     1840                       1205 S. MAIN STREET, MANTECA, CA, 95336      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
526.     1841                       1521 SAM'S CIRCLE, CHESAPEAKE, VA, 23320     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
527.     1842                       4424 WEST WENDOVER AVE.,                     Wal*Mart Store                               0
                                    GREENSBORO, NC, 27409
- ------------------------------------------------------------------------------------------------------------------------------------
528.     1843                       2375 NORTH 99 WEST, MCMINNVILLE, OR,         Wal*Mart Store                               0
                                    97128
- ------------------------------------------------------------------------------------------------------------------------------------
529.     1844                       950 ROUTE 37 WEST, TOMS RIVER, NJ,           Wal*Mart Store                               0
                                    8755
- ------------------------------------------------------------------------------------------------------------------------------------
530.     1849                       284 SUMMIT SQUARE BLVD,                      Wal*Mart Store                               0
                                    WINSTON-SALEM, NC, 27105
- ------------------------------------------------------------------------------------------------------------------------------------
531.     1850                       1730 LINCOLN WAY EAST                        Wal*Mart Store                               0
                                    CHAMBERSBURG, PA, 17201
- ------------------------------------------------------------------------------------------------------------------------------------
532.     1853                       2171 W FLORIDA AVENUE, HEMET, CA,            Wal*Mart Store                               0
                                    92545
- ------------------------------------------------------------------------------------------------------------------------------------
533.     1859                       646 YOURMAN ROAD, CALEXICO, CA, 92231        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
534.     1862                       1610 RIVERSIDE AVENUE, RIALTO, CA,           Wal*Mart Store                               0
                                    92376
- ------------------------------------------------------------------------------------------------------------------------------------
535.     1869                       150 ROUTE 70 EAST, MARLTON, NJ,  8053        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
536.     1871                       ARSENAL STREET, WATERTOWN, NY, 13601         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
537.     1877                       1250 W HENDERSON AVE.,                       Wal*Mart Store                               0
                                    PORTERVlLLE, CA, 93257
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
538.     1880                       2051 NEW MARK AVENUE, COOS BAY, OR,          Wal*Mart Store                               0
                                    97420
- ------------------------------------------------------------------------------------------------------------------------------------
539.     1881                       7901 WATT AVENUE, ANTELOPE, CA, 95660        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
540.     1884                       900 COMMERCE BLVD, DICKSON CITY, PA,         Wal*Mart Store                               0
                                    18519
- ------------------------------------------------------------------------------------------------------------------------------------
541.     1886                       6520 CARLISLE PIKE                           Wal*Mart Store                               0
                                    MECHANICSBURG, PA, 17055
- ------------------------------------------------------------------------------------------------------------------------------------
542.     1887                       1015 N. LOYALSOCK AVE.,                      Wal*Mart Store                               0
                                    MONTOURSVILLE, PA, 17754
- ------------------------------------------------------------------------------------------------------------------------------------
543.     1896                       8250 RAZORBACK ROAD, COLORADO                Wal*Mart Store                               0
                                    SPRINGS, CO, 80920
- ------------------------------------------------------------------------------------------------------------------------------------
544.     1899                       2663 CANYON SPRINGS PARKWAY,                 Wal*Mart Store                               0
                                    RIVERSIDE, CA, 92507
- ------------------------------------------------------------------------------------------------------------------------------------
545.     1903                       935 THARP ROAD, YUBA CITY, CA, 95993         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
546.     1904                       950 EDWARDS FERRY ROAD, NE,                  Wal*Mart Store                               0
                                    LEESBURG, VA, 20176
- ------------------------------------------------------------------------------------------------------------------------------------
547.     1912                       479 MCKINLEY STREET, CORONA, CA, 91718       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
548.     1914                       4210 E. HIGHLAND AVENUE,                     Wal*Mart Store                               0
                                    HIGHLAND, CA, 92346
- ------------------------------------------------------------------------------------------------------------------------------------
549.     1917                       170 TOWN CENTER PARKWAY, SANTEE, CA,         Wal*Mart Store                               0
                                    92071
- ------------------------------------------------------------------------------------------------------------------------------------
550.     1920                       5250 COMMERCIAL STREET,                      Wal*Mart Store                               0
                                    SE, SALEM, OR, 97306
- ------------------------------------------------------------------------------------------------------------------------------------
551.     1921                       525 RT. 72 WEST, MANAHAWKIN, NJ,  8050       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
552.     1922                       12549 FOOTHILL BLVD., RANCHO                 Wal*Mart Store                               0
                                    CUCAMONGA, CA, 91730
- ------------------------------------------------------------------------------------------------------------------------------------
553.     1940                       279 TROY ROAD, RENSSALEAR, NY, 12144         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
554.     1941                       1950 AUTO CENTER DRIVE, GLENDORA, CA,        Wal*Mart Store                               0
                                    91740
- ------------------------------------------------------------------------------------------------------------------------------------
555.     1963                       2111 FULKERTH ROAD, TURLOCK, CA, 95380       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
556.     1969                       900 WAL-MART WAY, MIDLOTHIAN, VA,            Wal*Mart Store                               0
                                    23113
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
557.     1972                       2700 LAS POSITAS ROAD, LIVERMORE, CA,        Wal*Mart Store                               0
                                    94550
- ------------------------------------------------------------------------------------------------------------------------------------
558.     1976                       830 CO RT 64,  BLDG. #3, ELMIRA, NY,         Wal*Mart Store                               0
                                    14903
- ------------------------------------------------------------------------------------------------------------------------------------
559.     1977                       1872 ROUTE 88, BRICK, NJ,  8723              Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
560.     1983                       1670 MITCHELL ROAD, CERES, CA, 95307         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
561.     1988                       6850 FIVE STAR BLVD., ROCKLIN, CA,           Wal*Mart Store                               0
                                    95677
- ------------------------------------------------------------------------------------------------------------------------------------
562.     1992                       1540 W. FOOTHILL BLVD., UPLAND, CA,          Wal*Mart Store                               0
                                    91786
- ------------------------------------------------------------------------------------------------------------------------------------
563.     1994                       25 CONSUMER SQUARE, PLATTSBURGH, NY,         Wal*Mart Store                               0
                                    12901
- ------------------------------------------------------------------------------------------------------------------------------------
564.     1997                       579 TROY SCHENECTADY ROAD,                   Wal*Mart Store                               0
                                    LATHAM, NY, 12110
- ------------------------------------------------------------------------------------------------------------------------------------
565.     2001                       5125 E. KINGS CANYON, FRESNO, CA,            Wal*Mart Store                               0
                                    93727
- ------------------------------------------------------------------------------------------------------------------------------------
566.     2002                       7900 ARROYO CIRCLE, GILROY, CA, 95020        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
567.     2003                       979 ROUTE 1,  SOUTH, NORTH                   Wal*Mart Store                               0
                                    BRUNSWICK, NJ, 08902
- ------------------------------------------------------------------------------------------------------------------------------------
568.     2005                       2865 N. CANNON BLVD, KANNAPOLIS, NC,         Wal*Mart Store                               0
                                    28083
- ------------------------------------------------------------------------------------------------------------------------------------
569.     2007                       1005 N. STRATFORD ROAD, MOSES                Wal*Mart Store                               0
                                    LAKE, WA, 98837
- ------------------------------------------------------------------------------------------------------------------------------------
570.     2023                       1355 EAST LEHMAN STREET, LEBANON, PA,        Wal*Mart Store                               0
                                    17042
- ------------------------------------------------------------------------------------------------------------------------------------
571.     2025                       3010 W. GRANT LINE ROAD, TRACY, CA,          Wal*Mart Store                               0
                                    95376
- ------------------------------------------------------------------------------------------------------------------------------------
572.     2028                       5200 VAN BUREN BLVD., RIVERSIDE, CA,         Wal*Mart Store                               0
                                    92503
- ------------------------------------------------------------------------------------------------------------------------------------
573.     2029                       3615 CRATER LAKE HWY, MEDFORD, OR,           Wal*Mart Store                               0
                                    97504
- ------------------------------------------------------------------------------------------------------------------------------------
574.     2030                       1101 SANGUINETTI ROAD, SONORA, CA,           Wal*Mart Store                               0
                                    95370
- ------------------------------------------------------------------------------------------------------------------------------------
575.     2031                       30600 DYER STREET, UNION CITY, CA,           Wal*Mart Store                               0
                                    94587
- ------------------------------------------------------------------------------------------------------------------------------------
576.     2032                       2001 N. ROSE AVENUE, OXNARD, CA,             Wal*Mart Store                               0
                                    93030
- ------------------------------------------------------------------------------------------------------------------------------------
577.     2036                       2700 MOUTAINEER BLVD, SOUTH                  Wal*Mart Store                               0
                                    CHARLESTON, WV, 25309
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
578.     2037                       909 EAST WISHKAH, ABERDEEN, WA, 98520        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
579.     2039                       3055 LOUGHBROUGH DRIVE, MERCED, CA,          Wal*Mart Store                               0
                                    95348
- ------------------------------------------------------------------------------------------------------------------------------------
580.     2040                       2106 BURLINGTON - MT HOLLY                   Wal*Mart Store                               0
                                    RD, BURLINGTON, NJ, 08016
- ------------------------------------------------------------------------------------------------------------------------------------
581.     2044                       2044 FOREST AVENUE, CHICO, CA, 95928         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
582.     2048                       300 CHADBOURNE ROAD, FAIRFIELD, CA,          Wal*Mart Store                               0
                                    94533
- ------------------------------------------------------------------------------------------------------------------------------------
583.     2050                       300 EAST LAKE MEAD DRIVE,                    Wal*Mart Store                               0
                                    HENDERSON, NV, 89015
- ------------------------------------------------------------------------------------------------------------------------------------
584.     2056                       16 OLD GLICK ROAD, WILTON, NY, 12866         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
585.     2058                       1725 NEW HOPE CHURCH ROAD,                   Wal*Mart Store                               0
                                    RALEIGH, NC, 27609
- ------------------------------------------------------------------------------------------------------------------------------------
586.     2070                       3101 A STREET, ANCHORAGE, AK, 99515          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
587.     2071                       8900 OLD SEWARD HWY., ANCHORAGE, AK,         Wal*Mart Store                               0
                                    99515
- ------------------------------------------------------------------------------------------------------------------------------------
588.     2074                       1350 S. SEWARD MERIDIAN RD,                  Wal*Mart Store                               0
                                    WASILLA, AK, 99654
- ------------------------------------------------------------------------------------------------------------------------------------
589.     2075                       20120 PINE BROOK BLVD., BEND, OR,            Wal*Mart Store                               0
                                    97702
- ------------------------------------------------------------------------------------------------------------------------------------
590.     2077                       31700 GRAPE STREET, LAKE                     Wal*Mart Store                               0
                                    ELSINORE, CA, 92530
- ------------------------------------------------------------------------------------------------------------------------------------
591.     2082                       12701 TOWN CENTER DRIVE,                     Wal*Mart Store                               0
                                    CERRITOS, CA, 90703
- ------------------------------------------------------------------------------------------------------------------------------------
592.     2084                       1500 NORTH 7TH AVENUE, BOZEMAN, MT,          Wal*Mart Store                               0
                                    59715
- ------------------------------------------------------------------------------------------------------------------------------------
593.     2092                       3000 FORD STREET EXTENSION,                  Wal*Mart Store                               0
                                    OGDENSBURG, NY, 13669
- ------------------------------------------------------------------------------------------------------------------------------------
594.     2093                       710 HORATION STREET, UTICA, NY, 13502        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
595.     2094                       1800 UNIVERSITY DRIVE, VISTA, CA,            Wal*Mart Store                               0
                                    92084
- ------------------------------------------------------------------------------------------------------------------------------------
596.     2096                       100 EAST STREET ROAD, WARMINSTER, PA,        Wal*Mart Store                               0
                                    18974
- ------------------------------------------------------------------------------------------------------------------------------------
597.     2097                       351 FAIRVIEW, HUDSON, NY, 12534              Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
598.     2099                       180 NIBLICK ROAD, PASO ROBLES, CA,           Wal*Mart Store                               0
                                    93446
- ------------------------------------------------------------------------------------------------------------------------------------
599.     2104                       1201 UNION AVENUE, NEWBURGH, NY, 12550       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
600.     2106                       2863 NORTHTOWNE LANE, RENO, NV, 89512        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
601.     2108                       4620 BLACK HORSE PIKE, MAYS                  Wal*Mart Store                               0
                                    LANDING, NJ, 08330
- ------------------------------------------------------------------------------------------------------------------------------------
602.     2109                       2291 NORTH 2ND STREET, MILLVILLE, NJ,        Wal*Mart Store                               0
                                    08332
- ------------------------------------------------------------------------------------------------------------------------------------
603.     2110                       14501 LAKEWOOD BLVD., PARAMOUNT, CA,         Wal*Mart Store                               0
                                    90723
- ------------------------------------------------------------------------------------------------------------------------------------
604.     2111                       5291 HWY 280 SOUTH, BIRMINGHAM, AL,          Wal*Mart Store                               0
                                    35242
- ------------------------------------------------------------------------------------------------------------------------------------
605.     2112                       4915 N. PIMA ROAD, SCOTTSDALE, AZ,           Wal*Mart Store                               0
                                    85251
- ------------------------------------------------------------------------------------------------------------------------------------
606.     2113                       1607 W. BETHANY HOME ROAD,                   Wal*Mart Store                               0
                                    PHOENIX, AZ, 85015
- ------------------------------------------------------------------------------------------------------------------------------------
607.     2116                       891 Rt. 9, GLAN FALLS, NY, 12804             Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
608.     2118                       301 MASSACHUSETTS AVENUE,                    Wal*Mart Store                               0
                                    LUNENBURG, MA, 01462
- ------------------------------------------------------------------------------------------------------------------------------------
609.     2119                       301 RANCH DRIVE, MILPITAS, CA, 95035         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
610.     2125                       440 WADSWORTH BLVD, LAKEWOOD, CO,            Wal*Mart Store                               0
                                    80226
- ------------------------------------------------------------------------------------------------------------------------------------
611.     2126                       95-550 LANIKUHANA AVENUE,                    Wal*Mart Store                               0
                                    MILALANI, HI, 96789
- ------------------------------------------------------------------------------------------------------------------------------------
612.     2130                       2460 LAFAYETTE ROAD, PORTSMOUTH, NH,         Wal*Mart Store                               0
                                    03801
- ------------------------------------------------------------------------------------------------------------------------------------
613.     2131                       1319 SW 37TH STREET, TOPEKA, KS, 66611       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
614.     2134                       8709 CARLEY BLVD., CHARLOTTE, NC, 28262      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
615.     2135                       ROUTE 7, COBLESKILL, NY, 12043               Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
616.     2136                       801 JAMES MADISON HWY, CULPEPER, VA,         Wal*Mart Store                               0
                                    22701
- ------------------------------------------------------------------------------------------------------------------------------------
617.     2137                       5450 NEW HOPE COMONS ROAD,                   Wal*Mart Store                               0
                                    DURHAM, NC, 27707
- ------------------------------------------------------------------------------------------------------------------------------------
618.     2139                       780 THE LYNNWAY, LYNN, MA, 01905             Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
619.     2141                       1601 S. COLUMBUS BLVD.,                      Wal*Mart Store                               0
                                    PHILADELPHIA, PA, 19148
- ------------------------------------------------------------------------------------------------------------------------------------
620.     2142                       300-344 N. BROADWAY, SALEM, NH, 03079        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
621.     2145                       2601 MCARTHUR ROAD, WHITEHALL, PA,           Wal*Mart Store                               0
                                    18052
- ------------------------------------------------------------------------------------------------------------------------------------
622.     2146                       101 SANFORD FARM ROAD,                       Wal*Mart Store                               0
                                    AMSTERDAM, NY, 12010
- ------------------------------------------------------------------------------------------------------------------------------------
623.     2147                       4000 HWY 93 SOUTH, MISSOULA, MT, 59801       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
624.     2150                       710 DENNERY ROAD, SAN DIEGO, CA, 92173       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
625.     2152                       141 WASHINGTON AVENUE, ALBANY, NY, 12203     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
626.     2154                       5805 STATE BRIDGE ROAD, DULUTH, GA,          Wal*Mart Store                               0
                                    30096
- ------------------------------------------------------------------------------------------------------------------------------------
627.     2156                       750 MIDDLE COUNTRY ROAD, MIDDLE              Wal*Mart Store                               0
                                    ISLAND, NY, 11953
- ------------------------------------------------------------------------------------------------------------------------------------
628.     2157                       506 STATE ROAD, NORTH DARTMOUTH, MA,         Wal*Mart Store                               0
                                    02747
- ------------------------------------------------------------------------------------------------------------------------------------
629.     2161                       4501 ROSEWOOD DRIVE, PLEASANTON, CA,         Wal*Mart Store                               0
                                    94588
- ------------------------------------------------------------------------------------------------------------------------------------
630.     2163                       465 BRIDGEPORT AVE, SHELTON, CT, 06484       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
631.     2166                       6438 BASILE ROWE, EAST SYRACUSE, NY,         Wal*Mart Store                               0
                                    13057
- ------------------------------------------------------------------------------------------------------------------------------------
632.     2170                       220 SALEM TURNPIKE, NORWICH, CT, 06360       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
633.     2171                       101 NASSAU PARK BLVD., PRINCETON, NJ,        Wal*Mart Store                               0
                                    08540
- ------------------------------------------------------------------------------------------------------------------------------------
634.     2177                       3382 MURPHY CANYON ROD, SAN DIEGO,           Wal*Mart Store                               0
                                    CA, 92193
- ------------------------------------------------------------------------------------------------------------------------------------
635.     2185                       701 SOUTH ROUTE 11/15,                       Wal*Mart Store                               0
                                    SELINSGROVE, PA, 17870
- ------------------------------------------------------------------------------------------------------------------------------------
636.     2187                       2000 N. WENATCHEE AVENUE,                    Wal*Mart Store                               0
                                    WENATCHEE, WA, 98801
- ------------------------------------------------------------------------------------------------------------------------------------
637.     2189                       4855 KIETZKE LANE, RENO, NV, 89502           Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
638.     2190                       1720 E MAIN ST, WOODLAND, CA, 95776          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
639.     2194                       5800 KINGSTOWN BLVD., ALEXANDRIA, VA,        Wal*Mart Store                               0
                                    22315
- ------------------------------------------------------------------------------------------------------------------------------------
640.     2195                       4900 US HWY #9, HOWELL, NJ, 07731            Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
641.     2200                       150 GOLD STAR HWY, GROTON, CT, 06340         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
642.     2205                       6250 W MANCHESTER MALL, YORK, PA, 17404      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
643.     2206                       27470 ALICIA PARKWAY, LAGUNA                 Wal*Mart Store                               0
                                    NIGUEL, CA, 92656
- ------------------------------------------------------------------------------------------------------------------------------------
644.     2218                       26502 TOWN CENTER DRIVE, FOOTHILL            Wal*Mart Store                               0
                                    RANCH, CA, 92610
- ------------------------------------------------------------------------------------------------------------------------------------
645.     2223                       9499 SHERIDAN BLVD, WEST MINSTER, CO,        Wal*Mart Store                               0
                                    80030
- ------------------------------------------------------------------------------------------------------------------------------------
646.     2227                       777 BROCKTON AVENUE, ABINGTON, MA, 02351     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
647.     2232                       120 COMMERCIAL PARKWAY, BRANFORD, CT,        Wal*Mart Store                               0
                                    06405
- ------------------------------------------------------------------------------------------------------------------------------------
648.     2234                       5807 ROME TABERG ROAD, ROME, NY, 13440       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
649.     2242                       440 N. EUCLID STREETANAHEIM, CA, 92801       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
650.     2245                       705 COLLEGE BLVD., OCEANSIDE, CA, 92054      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
651.     2246                       17 COLBY COURT, BEDFORD, NH, 03110           Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
652.     2247                       2010 KILDAIRE FARM ROAD, CARY, NC, 27511     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
653.     2251                       17150 GALE AVE, CITY OF INDUSTRY, CA,        Wal*Mart Store                               0
                                    91715
- ------------------------------------------------------------------------------------------------------------------------------------
654.     2252                       3722 EASTON NAZARETH HIGHWAY,                Wal*Mart Store                               0
                                    EASTON, PA, 18045
- ------------------------------------------------------------------------------------------------------------------------------------
655.     2253                       13487 CAMINO CANADA, EL CAJON, CA,           Wal*Mart Store                               0
                                    92020
- ------------------------------------------------------------------------------------------------------------------------------------
656.     2255                       87 AIRPORT ROAD, HAZELTON, PA, 18201         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
657.     2258                       7910 RICHMOND HVVY, HYBLAVALLEY, VA,         Wal*Mart Store                               0
                                    22306
- ------------------------------------------------------------------------------------------------------------------------------------
658.     2262                       RT. 23 SOUTHSIDE, ONEONTA, NY, 13820         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
659.     2263                       223 SHOEMAKER ROAD, POTTSTOWN, PA,           Wal*Mart Store                               0
                                    19464
- ------------------------------------------------------------------------------------------------------------------------------------
660.     2264                       1320 ALTAMONT AVE, ROTTERDAM, NY, 12303      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
661.     2265                       3950 GRANDVIEW                               Wal*Mart Store                               0
                                    DRIVE, SIMPSONVILLE, SC, 29681
- ------------------------------------------------------------------------------------------------------------------------------------
662.     2277                       323 WEST SHAW AVE., CLOVIS, CA, 93612        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
663.     2280                       600 SHOWERS DRIVE, MOUNTAIN VIEW, CA,        Wal*Mart Store                               0
                                    94040
- ------------------------------------------------------------------------------------------------------------------------------------
664.     2282                       69 PROSPECT HILL RD, EAST                    Wal*Mart Store                               0
                                    WINDSOR, CT, 06088
- ------------------------------------------------------------------------------------------------------------------------------------
665.     2284                       1060 NEW HAVEN RD, NAUGATUCK, CT, 06770      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
666.     2286                       161 CENTERREACH                              Wal*Mart Store                               0
                                    MALL, CENTERREACH, NY, 11720
- ------------------------------------------------------------------------------------------------------------------------------------
667.     2288                       80 RIO RANCHO ROAD, POMONA, CA, 91766        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
668.     2291                       75 NORTH BROADWAY, CHULA VISTA, CA,          Wal*Mart Store                               0
                                    91910
- ------------------------------------------------------------------------------------------------------------------------------------
669.     2292                       1275 N AZUSA AVENUE, COVINA, CA,             Wal*Mart Store                               0
                                    91722
- ------------------------------------------------------------------------------------------------------------------------------------
670.     2297                       25450 N. THE OLD ROAD, VALENCIA, CA,         Wal*Mart Store                               0
                                    91355
- ------------------------------------------------------------------------------------------------------------------------------------
671.     2299                       161 BERLIN RD, CROMWELL, CT, 06416           Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
672.     2312                       4807 VALLEY VIEW BLVD                        Wal*Mart Store                               0
                                    NW, ROANOKE, VA, 24012
- ------------------------------------------------------------------------------------------------------------------------------------
673.     2314                       94-595 KUPUOHIA STREET, WAIPAHU, HI,         Wal*Mart Store                               0
                                    96797
- ------------------------------------------------------------------------------------------------------------------------------------
674.     2321                       75-1015 HENRY STREET, KAILUA KONAHI,         Wal*Mart Store                               0
                                    96740
- ------------------------------------------------------------------------------------------------------------------------------------
675.     2330                       116 FARMINGTON ROAD, ROCHESTER, NH,          Wal*Mart Store                               0
                                    03867
- ------------------------------------------------------------------------------------------------------------------------------------
676.     2331                       155 WATERFORD PARKWAY,                       Wal*Mart Store                               0
                                    N, WATERFORD, CT, 06385
- ------------------------------------------------------------------------------------------------------------------------------------
677.     2341                       301 FALLS BLVD, QUINCY, MA, 02169            Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
678.     2360                       4725 ASHFORD-DUNWOODY, ATLANTA, GA,          Wal*Mart Store                               0
                                    30338
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
679.     2371                       1092 NORTH COLONY                            Wal*Mart Store                               0
                                    ROAD, WALLINGFORD, CT, 06492
- ------------------------------------------------------------------------------------------------------------------------------------
680.     2401                       1600 SOUTH MOUNTAIN, DUARTE, CA, 91010       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
681.     2438                       217 GARRISONVILLE RD, STAFFORD, VA,          Wal*Mart Store                               0
                                    22554
- ------------------------------------------------------------------------------------------------------------------------------------
682.     2440                       210 WAL MART PLAZA,  STE 3, SYLVA, NC,       Wal*Mart Store                               0
                                    28779
- ------------------------------------------------------------------------------------------------------------------------------------
683.     2444                       1294 UPPER LENOX AVENUE, ONEIDA, NY,         Wal*Mart Store                               0
                                    13421
- ------------------------------------------------------------------------------------------------------------------------------------
684.     2458                       1375 N. DAVIS ROAD, SALINAS, CA, 93907       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
685.     2472                       4550 KESTER MILL                             Wal*Mart Store                               0
                                    RD, WINSTON-SALEM, NC, 27103
- ------------------------------------------------------------------------------------------------------------------------------------
686.     2473                       325 E. MAKAALA STREET, HILO, HI, 96720       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
687.     2479                       3412 COLLEGE AVE, SAN DIEGO, CA, 92115       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
688.     2482                       1305 WEST MAIN STREET, MESA, AZ, 85201       Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
689.     2484                       1005 WEST SUGARLAND                          Wal*Mart Store                               0
                                    HWY, CLEWlSTON, FL, 33440
- ------------------------------------------------------------------------------------------------------------------------------------
690.     2494                       2100 VISTA WAY, OCEANSIDE, CA, 92054         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
691.     2495                       13331 BEACH BLVD, WESTMINSTER, CA, 92683     Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
692.     2497                       1236 ROUTE 22, PHILIPSBURG, NJ, 08865        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
693.     2507                       2220 SOUTH BRADLEY, SANTA MONICA, CA,        Wal*Mart Store                               0
                                    93455
- ------------------------------------------------------------------------------------------------------------------------------------
694.     2512                       330 W BELL ROAD, PHOENIX, AZ, 85023          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
695.     2513                       270 WAL-MART  WAY, DAHLONEGA, GA, 30533      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
696.     2517                       3600 W. MCFADDEN AVE., SANTA ANACA,          Wal*Mart Store                               0
                                    92704
- ------------------------------------------------------------------------------------------------------------------------------------
697.     2523                       2595 E. IMPERIAL HWY, BREA, CA, 92821        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
698.     2526                       19821 RINALDI ST., PORTER RANCH, CA,         Wal*Mart Store                               0
                                    91326
- ------------------------------------------------------------------------------------------------------------------------------------
699.     2536                       1110 E. PROSPERITY AVE, TULARE, CA,          Wal*Mart Store                               0
                                    93274
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
700.     2537                       1515 DANA DRIVE, REDDING, CA, 96002          Wal*Mart Store                              0

- ------------------------------------------------------------------------------------------------------------------------------------
701.     2546                       2300 N. TUSTIN STREET, ORANGE, CA,           Wal*Mart Store                               0
                                    92865
- ------------------------------------------------------------------------------------------------------------------------------------
702.     2553                       6650 HEMBREE LANE, WINDSOR, CA, 95492        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
703.     2556                       1168 WEST BRANCH STREET, ARROYO              Wal*Mart Store                               0
                                    GRANDE, CA, 93420
- ------------------------------------------------------------------------------------------------------------------------------------
704.     2557                       8400 ROSEDALE                                Wal*Mart Store                               0
                                    HIGHWAY, BAKERSFIELD, CA, 93312
- ------------------------------------------------------------------------------------------------------------------------------------
705.     2565                       4191 SOUTH AMHERST HWY, MADISON              Wal*Mart Store                               0
                                    HEIGHTS, VA, 24572
- ------------------------------------------------------------------------------------------------------------------------------------
706.     2566                       #4 CHARLES TOWN PLAZA, CHARLES               Wal*Mart Store                               0
                                    TOWN, WV, 25414
- ------------------------------------------------------------------------------------------------------------------------------------
707.     2568                       8333 VAN NUYS BLVD, PANORAMA                 Wal*Mart Store                               0
                                    CITY, CA, 91402
- ------------------------------------------------------------------------------------------------------------------------------------
708.     2569                       RT. 10 LEDGEWOOD MALL, LEDGEWOOD,            Wal*Mart Store                               0
                                    NJ, 7852
- ------------------------------------------------------------------------------------------------------------------------------------
709.     2580                       1415 SUNSET AVE., CLINTON, NC, 28328         Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
710.     2598                       3661 TRUXEL ROAD, SACRAMENTO, CA, 95833      Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
711.     2609                       2770 CARSON STREET, LAKEWOOD, CA,            Wal*Mart Store                               0
                                    90712
- ------------------------------------------------------------------------------------------------------------------------------------
712.     2610                       77 NORMAN MORGAN BLVD, LOGAN, WV,            Wal*Mart Store                               0
                                    25601
- ------------------------------------------------------------------------------------------------------------------------------------
713.     2621                       255 COCHRAN STREET, SIMI VALLEY, CA,         Wal*Mart Store                               0
                                    93065
- ------------------------------------------------------------------------------------------------------------------------------------
714.     2648                       1919 DAVIS STREET, SAN LEANDRO, CA,          Wal*Mart Store                               0
                                    94577
- ------------------------------------------------------------------------------------------------------------------------------------
715.     2697                       4893 LONE TREE WAY, ANTIOCH, CA 94509        Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
716.     2704                       1021 HIGH POINT ROAD, RANDLEMAN, NC,         Wal*Mart Store                               0
                                    27317
- ------------------------------------------------------------------------------------------------------------------------------------
717.     2730                       110 RIVER OAKS DR., TARBORO, NC,             Wal*Mart Store                               0
                                    27886
- ------------------------------------------------------------------------------------------------------------------------------------
718.     2749                       254 HALLTOWN RD., SPRUCE PINE, NC,           Wal*Mart Store                               0
                                    28777
- ------------------------------------------------------------------------------------------------------------------------------------
719.     2772                       1675 N. HOWE ST., SOUTHPORT, NC,             Wal*Mart Store                               0
                                    28461
- ------------------------------------------------------------------------------------------------------------------------------------
720.     2793                       1130 S. MAIN ST., KERNERSVILLE, NC,          Wal*Mart Store                               0
                                    27284
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------

721.     2842                       1290 EAST ONTARIO AVE, CORONA, CA,           Wal*Mart Store                               0
                                    92881
- ------------------------------------------------------------------------------------------------------------------------------------
722.     2845                       14215 U.S. HWY 64 WEST, SILER                Wal*Mart Store                               0
                                    CITY, NC, 27344
- ------------------------------------------------------------------------------------------------------------------------------------
723.     2929                       3030 N. MAIN, HOPE MILLS, NC, 28348          Wal*Mart Store                               0

- ------------------------------------------------------------------------------------------------------------------------------------
724.     FRED MEYER STORES, INC.,   FRED MEYER STORES, PO BOX 42121,             MASTER LEASE - SEE BELOW FOR            75420.65
         ROUNDUP CO., GRAND         PORTLAND,  OR  97282                         INDIVIDUAL STORE LEASES.
         CENTRAL, INC., FRED
         MEYER OF ALASKA, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
725.     7601                       NORTHERN LIGHTS FM,  AK                      Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
726.     7602                       DIMOND FM,  AK                               Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
727.     7603                       WEST FAIRBANKS FM,  AK                       Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
728.     7604                       EAST ANCHORAGE FM,  AK                       Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
729.     7605                       SOLDOTNA FM,  AK                             Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
730.     7606                       5-MILE FM,  ID                               Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
731.     7607                       GARDEN CITY FM,  ID                          Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
732.     7609                       BEAVERTON FM,  OR                            Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
733.     7610                       INTERSTATE FM,  OR                           Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
734.     7611                       OREGON CITY FM,  OR                          Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
735.     7612                       TUALATIN FM,  OR                             Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
736.     7613                       CORNELIUS FM,  OR                            Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
737.     7614                       MEDFORD FM,  OR                              Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
738.     7615                       GATEWAY FM,  OR                              Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
739.     7616                       NORTH COAST FM,  OR                          Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
740.     7617                       WEST BEAVERTON FM,  OR                       Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
741.     7618                       GRESHAM FM,  OR                              Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
742.     7619                       THE DALLES FM,  OR                           Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
743.     7620                       DIVISION FM,  OR                             Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
744.     7621                       CLACKAMAS FM,  OR                            Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
745.     7622                       JOHNSON CREEK FM,  OR                        Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
746.     7623                       HOLLYWOOD WEST FM,  OR                       Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
747.     7624                       ROSEBURG FM,  OR                             Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
748.     7625                       KLAMATH FALLS FM,  OR                        Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
749.     7626                       BROOKINGS FM,  OR                            Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
750.     7627                       TILLAMOOK FM,  OR                            Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
751.     7628                       GRANTS PASS FM,  OR                          Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
752.     7629                       COOS BAY FM,  OR                             Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
753.     7630                       NEWPORT FM,  OR                              Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
754.     7631                       MONROE FM,  WA                               Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------
755.     7632                       RENTON CENTER FM,  WA                        Fred Meyer Store                            0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
756.     7633                       PACIFIC FM,  WA                              Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
757.     7634                       STEVENS FM,  WA                              Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
758.     7635                       BREMERTON FM,  WA                            Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
759.     7636                       BONNEY LAKE FM,  WA                          Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
760.     7637                       RICHLAND FM,  WA                             Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
761.     7638                       PUYALLUP FM,  WA                             Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
762.     7639                       LYNNWOOD FM,  WA                             Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
763.     7640                       BELLEVUE FM,  WA                             Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
764.     7641                       AURORA FM,  WA                               Fred Meyer Store                             0

- -----------------------------------------------------------------------------------------------------------------------------------
765.     7642                       MIDWAY FM,  WA                               Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
766.     7643                       MILL PLAIN FM,  WA                           Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
767.     7644                       LONGVIEW FM,  WA                             Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
768.     7646                       MARYSVILLE FM,  WA                           Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
769.     7647                       COVINGTON FM,  WA                            Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
770.     7648                       BENSON PLAZA FM,  WA                         Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
771.     7649                       EVERETT FM,  WA                              Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
772.     7650                       AUBURN FM,  WA                               Fred Meyer Store                             0

- -----------------------------------------------------------------------------------------------------------------------------------
773.     7651                       GREENWOOD FM,  WA                            Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
774.     7652                       LACEY FM,  WA                                Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
775.     7653                       WASILLA,  AK                                 Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
776.     7654                       BALLARD,  WA                                 Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
777.     7657                       HILLSBORO,  OR                               Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
778.     7658                       KENNEWICK,  WA                               Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
779.     7826                       NAMPA,  ID                                   Fred Meyer Store                             0

- ------------------------------------------------------------------------------------------------------------------------------------
780.     INDIVIDUAL OD LEASES -     SEE BELOW FOR INDIVIDUAL OD LEASES.         STORE NUMBER WHERE OD IS LOCATED.
         WAL*MART, FRED MEYER,
         AND MILITARY
- ------------------------------------------------------------------------------------------------------------------------------------
781.     LARRY DECKER               SK 12-B LAKE CHEROKEE RD, HENDERSON, TX       131                                         0
                                    75652
- ------------------------------------------------------------------------------------------------------------------------------------
782.     LARRY DECKER               SK 12-B LAKE CHEROKEE RD, HENDERSON, TX       140                                         0
                                    75652
- ------------------------------------------------------------------------------------------------------------------------------------
783.     DAVID & KAREN WESLEY       238 CHERRYWOOD PL, SUMITON, AL 35148          287                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
784.     DARLENE HARRIS             261 CARTERTON HEIGHTS, OXFORD, AL 36203       329                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
785.     ROB CHRISTENSEN            1211 N. 13TH AVE. # 1131, DODGE CITY,         372                                         0
                                    KS  67801
- ------------------------------------------------------------------------------------------------------------------------------------
786.     SAMUEL CHARENDOFF          9717 CYPRESSWOOD APT 802, HOUSTON, TX         400                                         0
                                    77070
- ------------------------------------------------------------------------------------------------------------------------------------
787.     KENT YARBROUGH             328 OMEGA DRIVE, LAWRENCEVILLE, GA            510                                         0
                                    30244
- ------------------------------------------------------------------------------------------------------------------------------------
788.     PAMELA LEDFORD             P. O. Box 1203, Murphy, NC 28906              515                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
789.     WILLIAM WHITE              1962 HOWELL BRIDGE ROAD, BALL GROUND,         518                                         0
                                    GA  30107
- ------------------------------------------------------------------------------------------------------------------------------------
790.     CATHERINE BROOKS           26 WATERFORD OAKS LANE, KEMAH, TX             529                                         0
                                    77565
- ------------------------------------------------------------------------------------------------------------------------------------
791.     WOODSON HARVEY             2050 No. Mall Blvd., ALEXANDRIA, LA           539                                         0
                                    71301
- ------------------------------------------------------------------------------------------------------------------------------------
792.     MEHDI KAZEM                2112 RIVERHEIGHTS WALK, MARIETTA, GA          548                                         0
                                    30067
- ------------------------------------------------------------------------------------------------------------------------------------
793.     DENNIS CROWE               7105 AFTON DRIVE, KNOXVILLE, TN 37918         556                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
794.     CALEB ABBOTT               822 BIRCH, MARION,  KS  66861                 557                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
795.     SIDNEY GOTTLIEB            210 GATSBY PLACE, ALPHARETTA, GA 30202        575                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
796.     JAMES PETRO                790 SAGEWOOD DR., LAKELAND, FL 33813          580                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
797.     WILLIAM STEVENS            218 WHITEFRIARS LANE, MATTHEWS, NC            585                                         0
                                    28105
- ------------------------------------------------------------------------------------------------------------------------------------
798.     MICHAEL GARNER             1731 PINEKNOLL LN, ALBANY,  GA  31707         588                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
799.     TIM PERRY                  3856 STRATFORD CIRCLE, VALDOSTA,  GA          593                                         0
                                    31605
- ------------------------------------------------------------------------------------------------------------------------------------
800.     RAUL QUINTANILLA           4915 1/2 WALKER, HOUSTON,  TX  77023          602                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
801.     DEIDRA CASAUS              3406 BANDOLINA, ROSWELL,  NM  88201           611                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
802.     SEAN COUGHLIN              107 SUNNY  POINT CIRCLE, LA GRANGE, GA        614                                         0
                                    30240
- ------------------------------------------------------------------------------------------------------------------------------------
803.     NHORA ABRIL-SHAW           4552 CANDYTUFT WAY, ACWORTH, GA 30102         618                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
804.     RAYMOND JIMISON            443 FOREST AVENUE, SPARTANBURG, SC            625                                         0
                                    29302
- ------------------------------------------------------------------------------------------------------------------------------------
805.     DAVID BANG                 602 FAIRINGTON DRIVE, SUMMERVILLE, SC         628                                         0
                                    29485
- ------------------------------------------------------------------------------------------------------------------------------------
806.     TRACY HINSON               PO BOX 2505, EASLEY,  SC  29647               631                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
807.     DAVID CORCORAN             1481 HIGHWAY 17 N., MT PLEASANT, SC           632                                         0
                                    29464
- ------------------------------------------------------------------------------------------------------------------------------------
808.     NEIL CALLAWAY              12300 APACHE AV  #1722, SAVANNAH, GA          635                                         0
                                    31419
- ------------------------------------------------------------------------------------------------------------------------------------
809.     CRAIG STAAB                732 BECKLEY LANE, CHESAPEAKE, VA              639                                         0
                                    23322
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
810.     KRIS REIMER                802 FLEMING, GARDEN CITY, KS 67846            652                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
811.     DAVID NESTOROWICZ          155 ARABIAN DRIVE, MADISON, AL 35758          662                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
812.     DAVID PIFER                9639 Cool Way, Soddy-Daisy, TN 37379          669                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
813.     ROBERT HELM                209 SCOTT LANE, JONESBORO,  TN  37659         680                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
814.     DAVID SPURLOCK             25 PEMBROKE DRIVE, HILTON HEAD, SC            728                                         0
                                    29926
- ------------------------------------------------------------------------------------------------------------------------------------
815.     CARLA LINDSEY              3435 ROCK CREEK DRIVE, REX, GA 30273          745                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
816.     KRYSTAL BRAGG              5821 NEWINGTON HIGHWAY, SYLVANIA, GA          754                                         0
                                    30467
- ------------------------------------------------------------------------------------------------------------------------------------
817.     NAVIN SINGH                103 KNIGHTS COURT, ROYAL PALM BEACH,          758                                         0
                                    FL 33411
- ------------------------------------------------------------------------------------------------------------------------------------
818.     MCARTHUR GRIFFIN           3278 ROCK CREEK DR., REX, GA 30273            787                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
819.     MICHAEL CALHOUN            200 W. 62ND STREET, HUTCHINSON, KS            794                                         0
                                    67502
- ------------------------------------------------------------------------------------------------------------------------------------
820.     RICARDO SALVAT             2216 DURANGO COURT, LAS CRUCES,  NM           806                                         0
                                    88011-8014
- ------------------------------------------------------------------------------------------------------------------------------------
821.     D.C. DEAN                  9620 PERALTA NE, ALBUQUERQUE,  NM  87109      824                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
822.     JAMES CUTLER               #1 COUNTY ROAD 5152, BLOOMFIELD,  MN          826                                         0
                                    87413
- ------------------------------------------------------------------------------------------------------------------------------------
823.     KEVIN MORRIS               8621 LAS CAMAS NE, ALBUQUERQUE, NM            829                                         0
                                    87111
- ------------------------------------------------------------------------------------------------------------------------------------
824.     MICHELLE COHEN             2700 VISTA GRANDE DRIVE NW APT.               835                                         0
                                    48, ALBUQURQUE,  NM  87120
- ------------------------------------------------------------------------------------------------------------------------------------
825.     VICTORIA FERGESON          9604 ALLANDE RD,  NE, ALBUQUERQUE, NM         850                                         0
                                    87109
- ------------------------------------------------------------------------------------------------------------------------------------
826.     JOHN DAVIS                 809 ELDORA DRIVE, ROSWELL,  NM  88201         851                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
827.     JOANN KING                 201 BELLVUE CIR, MOBILE,  AL  36608           866                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
828.     DAVID AYCOCK               120 EAST PHIFER STREET, MONROE, NC            877                                         0
                                    28110
- ------------------------------------------------------------------------------------------------------------------------------------
829.     JOHN SNYDER                3390 SUMMIT TRAIL, CUMMING, GA 30130          878                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
830.     JOHN BRINKLEY              360 HARBISON BLVD, COLUMBIA, SC 29212         881                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
831.     DIANA MAURER               108 NORTHFIELD DR, THOMASVILLE, GA            889                                         0
                                    31757
- ------------------------------------------------------------------------------------------------------------------------------------
832.     JAY JACKSON                800 VALERIE PLACE, VALDOSTA, GA               899                                         0
                                    31605
- ------------------------------------------------------------------------------------------------------------------------------------
833.     BARUN HAZRA                6405 WESTWARD,  #78, HOUSTON,  TX             915                                         0
                                    77081
- ------------------------------------------------------------------------------------------------------------------------------------
834.     JAMIE JORDAN               9854 S. ROSEMONT AVE. # 5206, LONE            924                                         0
                                    TREE, CO  80124
- ------------------------------------------------------------------------------------------------------------------------------------
835.     LARRY FLEMING              P.O. BOX 244, MORGANTON, NC 28680             948                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
836.     LORENZO JONES              501 LEE AVE., EASTMAN,  GA  31023             952                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
837.     MILDRED  LOPEZ             1301 MONARCH AVE., LONGMONT,  CO  80501       980                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
838.     WILLIAM PFLUEGER           262 S. CEDAR CREEK, CORDELE,  GA  31015      1006                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
839.     THOMAS "ED" MCMAINS        P.O. BOX 2357, RINCON,  GA  31326            1011                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
840.     LASHETA PRICE              553 SURRY TRACE CIRCLE, CONCORD,  NC         1027                                         0
                                    28027
- ------------------------------------------------------------------------------------------------------------------------------------
841.     DAVID MCDANIEL             510 W. KING/ P.O. BOX 1127, KINGS            1034                                         0
                                    MOUNTAIN,  NC  28086
- ------------------------------------------------------------------------------------------------------------------------------------
842.     KENNETH TURNER             214 CHARLOTTE ROAD, RUTHERFORDTON,  NC       1036                                         0
                                    28139
- ------------------------------------------------------------------------------------------------------------------------------------
843.     LESLIE NIENABER-DUNN       4200 REDWING CIRCLE, WINSTON-SALEM,  NC      1039                                         0
                                    27106
- ------------------------------------------------------------------------------------------------------------------------------------
844.     KYLE JONES                 9412 PARKWOOD AVE, DOUGLASVILLE,  GA         1047                                         0
                                    30135
- ------------------------------------------------------------------------------------------------------------------------------------
845.     ALAN WINESETT              RT. 2,  BOX 598, CONOVER,  NC  28613         1064                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
846.     DAVID WELLS                1104 NEW DOVER ROAD, APEX,  NC  27502        1097                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
847.     PERRYLEE                   1440 PARKS MILL TRACE, GREENSBORO,  GA       1121                                         0
                                    30642
- ------------------------------------------------------------------------------------------------------------------------------------
848.     MANAY CLARK                2705 WINCREST CIRCLE, GARDENDALE,  AL        1124                                         0
                                    35071
- ------------------------------------------------------------------------------------------------------------------------------------
849.     STEPHEN HEADLEE            1226 EAST DIXIE DRIVE, ASHEBORO,  NC         1132                                         0
                                    27203
- ------------------------------------------------------------------------------------------------------------------------------------
850.     DAVE NOONAN                4101 Beauvista Drive, Charlotte,  NC         1156                                         0
                                    28269
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
851.     MANSUR NURDEL              10022 STRATHFIELD LANE, HIGHLANDS RANCH,     1208                                         0
                                    CO  80126
- ------------------------------------------------------------------------------------------------------------------------------------
852.     W. MARK SIGMON             365 MAIN AVENUE, SW, HICKORY, NC 28602       1209                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
853.     KENNETH JEFFERS            1261 AVENIDA KINO, CASA GRANDE, AZ           1218                                         0
                                    85222
- ------------------------------------------------------------------------------------------------------------------------------------
854.     JEFFREY HOOVER             4091 PINERIDGE ROAD, APPLING, GA 30802       1227                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
855.     MARY JO DEXTER             102 WHIT COURT, ANGIER,  NC  27501           1237                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
856.     KENT RISK                  309 VALLEY ROAD, FAYETTEVILLE, NC 28305      1238                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
857.     JOEL WYNNE                 260 HILLCREST ST., SYLVA, NC 28779           1242                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
858.     NANCY MAHLIE               10 HICKORY RIDGE, GREENVILLE, SC 29609       1244                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
859.     RONALD HARRIS              9788 S. DAMPLER WAY, HIGHLANDS RANCH,        1252                                         0
                                    CO  80126
- ------------------------------------------------------------------------------------------------------------------------------------
860.     KENT RISK                  309 VALLEY ROAD, FAYETTEVILLE, NC            1261                                         0
                                    28305
- ------------------------------------------------------------------------------------------------------------------------------------
861.     GEORGE KATSOUDAS           502 ALAMANCE RD., BURLINGTON,  NC  27215     1287                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
862.     JODY PAPAZEKOS             4131 WANDERING LN, HICKORY,  NC  28601       1290                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
863.     GARY GRAMMOND              10271 EAST COVINGTON ST, TUSCON,  AZ         1291                                         0
                                    85748
- ------------------------------------------------------------------------------------------------------------------------------------
864.     BASIL COOMBS               1371 WATERSTON DR., EVANS,  GA  30809        1293                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
865.     JAMES MENIUS               4500 TENELLA RD, NEW BERN,  NC  28562        1300                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
866.     PAUL ARNOLD                132 CLEAR WATER ROAD, LEWISBURG,  NC         1321                                         0
                                    27549
- ------------------------------------------------------------------------------------------------------------------------------------
867.     DON TEMPLE                 RT 1 BOX 546, PINEY CREEK,  NC  28663        1337                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
868.     DANNY O'NEIL               500 OLD GREENVILLE RD., STAUNTON,  VA        1344                                         0
                                    24401
- ------------------------------------------------------------------------------------------------------------------------------------
869.     L. SIDNEY CHRISTIAN        111 RIVER ACRES WEST, WASHINGTON, NC         1354                                         0
                                    27889
- ------------------------------------------------------------------------------------------------------------------------------------
870.     ROBERT HILLSGROVE          2131 INVERNESS PARKWAY, TUSCALOOSA, AL       1367                                         0
                                    35405
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
871.     CHRIS BATEMAN              5501 LAKE EDGE DRIVE, HOLLY SPRING, NC       1372                                         0
                                    27540
- ------------------------------------------------------------------------------------------------------------------------------------
872.     ROOZBEH YAZDANI            5304 WOODIRON DR., DULUTH, GA 30097          1373                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
873.     DAVID DEVERE               BOX 20564, GREENVILLE, NC 27858              1379                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
874.     VALERIE WISE               812 SCOTTY COURT, CRAMERTON, NC 28032        1385                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
875.     JOOEUN CHOE                # 320 WHITEBRIDGE RD., HAMPSTEAD, NC         1392                                         0
                                    28443
- ------------------------------------------------------------------------------------------------------------------------------------
876.     MICHAEL SERRANO            3101 FLOWERS RD. APT E, ATLANTA,  GA         1403                                         0
                                    30341
- ------------------------------------------------------------------------------------------------------------------------------------
877.     CHRISTINA GALOS            742 E. ESPADA, EL PASO,  TX  79912           1414                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
878.     ROD BAUER                  933 SUNLIT DRIVE, PRESCOTT,  AZ  86303       1417                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
879.     JEAN BURN                  20313 HICKORY BRANCH DR, PETERSBURG, VA      1424                                         0
                                    23803
- ------------------------------------------------------------------------------------------------------------------------------------
880.     HOWARD KLAPPER             607 FLEMING ST., RAVENSWOOD,  WV 26164       1450                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
881.     PAUL FINE                  6736 OLDE SAVANNAH ROAD, CHARLOTTE, NC       1464                                         0
                                    28227
- ------------------------------------------------------------------------------------------------------------------------------------
882.     TIMOTHY MILLER             236A NORTHPOINT AVE, HIGH POINT,  NC         1498                                         0
                                    27262
- ------------------------------------------------------------------------------------------------------------------------------------
883.     MICHAEL DEUTSCHER          2921 N. Goveneour,  Apt 211, Wichita, KS     1507                                         0
                                    67226
- ------------------------------------------------------------------------------------------------------------------------------------
884.     JEFF YUNKER                285 GRASSY HILLS LANE, GRAND FORKS, ND       1534                                         0
                                    58201
- ------------------------------------------------------------------------------------------------------------------------------------
885.     JEFF GATES                 3002 DOGWOOD RD., BRIDGEPORT,  WV  26330     1544                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
886.     JEFF YUNKER                285 GRASSY HILLS LANE, GRAND FORKS,  ND      1545                                         0
                                    58201
- ------------------------------------------------------------------------------------------------------------------------------------
887.     S. ERIC STENSLAND          7511 SHORELINE DRIVE, STOCKTON, CA           1554                                         0
                                    95219
- ------------------------------------------------------------------------------------------------------------------------------------
888.     STEVE ARNQUIST             P.O. BOX 4434, EL CENTRO,  CA  92244         1555                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
889.     STEPHANIE LEE              10548 MEADOW MIST AVE., LAS VEGAS, NV        1560                                         0
                                    89135
- ------------------------------------------------------------------------------------------------------------------------------------
890.     ROBERT SMITH               2913 WOODGLEN DRIVE, BAKERSFIELD, CA         1574                                         0
                                    93311
- ------------------------------------------------------------------------------------------------------------------------------------
891.     JEFF YUNKER                285 GRASSY HILLS LANE, GRAND FORKS, ND       1581                                         0
                                    58201
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
892.     SANDRA OWYOUNG             7338 NORTH TAMERA, FRESNO,  CA  93711        1583                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
893.     ALBERT BOYER               8804 SUMMERIDGE DR., LAS VEGAS,  NV          1584                                         0
                                    89134
- ------------------------------------------------------------------------------------------------------------------------------------
894.     PHILIP ETCHELLS            9106 S.V.L. BOX, VICTORVILLE,  CA  92392     1588                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
895.     LOUIS VERDELLI             1005 W. AREBA AVENUE, HERSHEY,  PA           1591                                         0
                                    17033
- ------------------------------------------------------------------------------------------------------------------------------------
896.     PAUL KLENKLEN              6137 ANTIOCH RD., MERRIAM,  KS  66202        1599                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
897.     ROBERT WILSON              3146 PLAYER DR, RAPID CITY,  SD              1604                                         0
                                    57702-5041
- ------------------------------------------------------------------------------------------------------------------------------------
898.     RAYMOND SHERBAN            5216 N. PASEO ARENAL, TUCSON,  AZ  85750     1612                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
899.     TIMOTHY MILLER             236A NORTHPOINT AVE, HIGH POINT,  NC         1613                                         0
                                    27262
- ------------------------------------------------------------------------------------------------------------------------------------
900.     DAVID HORTON               167 FOXCROFT DRIVE, TIMBERL KE, NC           1614                                         0
                                    27583
- ------------------------------------------------------------------------------------------------------------------------------------
901.     SUSAN LINK                 6183 GIRVIN DRIVE, OAKLAND,  CA  94611       1615                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
902.     DOUG HODGSON               BOX 237, SHERIDAN,  WY  82801                1617                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
903.     JOHN PLOW                  44 WINTERGREEN WAY, ROCHESTER, NY            1619                                         0
                                    14618
- ------------------------------------------------------------------------------------------------------------------------------------
904.     PATRICIA BUTLER            129 RIVER STREET, KINGSTON,  PA  18704       1623                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
905.     F. BARRY JACOBS            7913 SECHART COURT, BAKERSFIELD,  CA         1624                                         0
                                    93309
- ------------------------------------------------------------------------------------------------------------------------------------
906.     JAY KISCH                  806 4 1/2  Ave. NE, Barnesville,  MN         1627                                         0
                                    56514
- ------------------------------------------------------------------------------------------------------------------------------------
907.     BERNARD FRIEDLAND          836 N. 1ST STREET, HAMPTON,  VA  23664       1631                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
908.     JEFF YUNKER                285 GRASSY HILLS LANE, GRAND FORKS,  ND      1636                                         0
                                    58201
- ------------------------------------------------------------------------------------------------------------------------------------
909.     LUCIA TREDICI              8325 VIA DE LA LUNA, SCOTTSDALE,  AZ         1646                                         0
                                    85258
- ------------------------------------------------------------------------------------------------------------------------------------
910.     GARY ABEL                  P.O.BOX 2501, RENO,  NV  89505               1648                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
911.     DAVID CHIANG               535 PEIRCE STREET # 3303, ALBANY,  CA        1651                                         0
                                    94706
- ------------------------------------------------------------------------------------------------------------------------------------
912.     FREDRICK GODIN             P. O. BOX 697, SANDERSVILLE,  GA  31082      1658                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
913.     CHARLES TROMBA             355 COOL SPRINGS RD., STATESVILLE,  NC       1662                                         0
                                    28677
- ------------------------------------------------------------------------------------------------------------------------------------
914.     BOB LEHMAN                 153 HIDEAWAY LN, WAYNESVILLE,  NC  28786     1663                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
915.     MARK JACOBS                4309 DEER  CREEK DR, WILSON, NC 27896        1664                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
916.     PAUL FINE                  6736 OLDE SAVANNAH ROAD, CHARLOTTE, NC       1666                                         0
                                    28227
- ------------------------------------------------------------------------------------------------------------------------------------
917.     RICHARD CHRISTOPH          2444 GARFIELD AV, WEST LAWN,  PA  19609      1670                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
918.     STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK,  MD          1674                                         0
                                    21702
- ------------------------------------------------------------------------------------------------------------------------------------
919.     DAVID TANG                 2380 HAVERSHAM CLOSE, VIRGINIA BEACH,        1682                                         0
                                    VA  23454
- ------------------------------------------------------------------------------------------------------------------------------------
920.     DAVID TANG                 2380 HAVERSHAM CLOSE, VIRGINIA BEACH,        1687                                         0
                                    VA  23454
- ------------------------------------------------------------------------------------------------------------------------------------
921.     ERIC WEHRENBERG            4494 S. HANNIBAL WAY APT 423, AURORA,        1689                                         0
                                    CO  80015
- ------------------------------------------------------------------------------------------------------------------------------------
922.     THOMAS MACK                17785 CODY, OLATHE,  KS  66062               1691                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
923.     GEORGE SAUNDERS            662  LA MERAD DR, REDLANDS,  CA  92373       1692                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
924.     SCOTT SWANSON              9582 HAMILTON AVE., HUNTINGTON BEACH,        1693                                         0
                                    CA  92647
- ------------------------------------------------------------------------------------------------------------------------------------
925.     DAVID LEE                  9478 MEDSTEAD WAY, ELK GROVE,  CA  95758     1697                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
926.     GERALD FLANAGAN            13446 POWAY RD. PMB 208, POWAY,  CA  92046   1700                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
927.     JULIE LIEUW                3022 PRADO LANE, DAVIS,  CA  95616           1704                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
928.     DAVID PICKRELL             5753 EIGHTH COURT S., BIRMINGHAM,  AL        1711                                         0
                                    35212
- ------------------------------------------------------------------------------------------------------------------------------------
929.     MARY KENNEDY               1850 MILLFIELD CIRCLE SW, SNELLVILLE,        1720                                         0
                                    GA  30078
- ------------------------------------------------------------------------------------------------------------------------------------
930.     MIKE  GOWEN                135 BROOKWOOD RD, STAUNTON,  VA  24401       1726                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
931.     CHAROLETTE  BARNES-LEBANC  29314 BIRDY CT., NUEVO,  CA  92567           1747                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
932.     PATRICK SMITH              1527 HIDDEN BRIDGE DR, MT PLEASANT,  SC      1748                                         0
                                    29464
- ------------------------------------------------------------------------------------------------------------------------------------
933.     DAVID WELLS                1104 NEW DOVER ROAD, APEX,  NC  27502        1751                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
934.     GORDON WONG                1712 SPYGLASS ROAD, PETALUMA, CA 94954       1755                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
935.     JENNY TIET                 5816 Los Arcos Way, Buena Park, CA           1756                                         0
                                    90620
- ------------------------------------------------------------------------------------------------------------------------------------
936.     GARY SCHEFFEL              2815 CLEMSON DRIVE, CAMERON PARK, CA         1760                                         0
                                    95682
- ------------------------------------------------------------------------------------------------------------------------------------
937.     GEORGE GILLESPIE           P.O. BOX 296, ATHENS,  WV  24712             1763                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
938.     JUDITH BERNSTEIN           7475 HALF PENNY PLACE, ATLANTA, GA           1766                                         0
                                    30350
- ------------------------------------------------------------------------------------------------------------------------------------
939.     DONALD JOHNSON             635 THORNTON WAY, ASHLAND,  OR  97520        1772                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
940.     GREG JELLENEK              3804 PINE GROVE CIRCLE, CHESAPEAKE, VA       1773                                         0
                                    23321
- ------------------------------------------------------------------------------------------------------------------------------------
941.     KATHY JOHNSON              5149 LINKSLAND DRIVE, HOLLY SPRINGS, NC      1774                                         0
                                    27540
- ------------------------------------------------------------------------------------------------------------------------------------
942.     STEVEN SERVEY              2815 LEON AVE., NORRISTOWN,  PA  19403       1777                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
943.     STEVEN VEST                3340 South Trotter Lane, Flagstaff, AZ       1780                                         0
                                    86001
- ------------------------------------------------------------------------------------------------------------------------------------
944.     JOHN STAVRAKIS             5202 GLENBROOK DRIVE, VIENNA, WV 26105       1782                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
945.     JOSE MARIN                 8635 SW LEAHY RD, PORTLAND, OR 97225         1784                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
946.     MICHAEL JOHNSON            2768 TORONJA WAY, SACRAMENTO, CA 95833       1789                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
947.     STACY METZGER              3231 CIRCLE CREST DRIVE, FOREST GROVE,       1793                                         0
                                    OR  97116
- ------------------------------------------------------------------------------------------------------------------------------------
948.     KEVIN LENAHAN              4644 S.E. 28TH STREET, TOPEKA, KS 66605      1802                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
949.     JOHN LIS                   1358 RANSOM RD., RIVERSIDE, CA 92506         1805                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
950.     MARC NELSON                55 CAMEO DRIVE, CHERRY HILL, NJ 08003        1807                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
951.     FRANKLIN MICHELSON         14 HEMPTOR ROAD, NEW CITY, NY 10956          1810                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
952.     DOUGLAS CASSIDY            7 CRANDEL COURT, POQUASON, VA 23662          1811                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
953.     ROBERT TOVEY               5466 N. FIGARDEN DRIVE,  APT.                1815                                         0
                                    #238, FRESNO,  CA  93722
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
954.     DAVID AYCOCK               120 EAST PHIFER STREET, MONROE, NC 28110     1821                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
955.     STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK,  MD  21702   1823                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
956.     MICHAEL BAUMANN            5934 W. BEECH CT., VISALIA,  CA  93277       1826                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
957.     RALPH SUFFOLK              101 TOWNE HOUSE CIRCLE, FAYETTEVILLE,        1830                                         0
                                    NY  13066
- ------------------------------------------------------------------------------------------------------------------------------------
958.     REGINA DEVITO              3070 TOWN CENTER ROAD, BALDWINSVILLE,        1831                                         0
                                    NY  13027
- ------------------------------------------------------------------------------------------------------------------------------------
959.     BENJAMIN KLEINE            492 N. CALLE ELSEGNEDUO, PALM SPRINGS,       1832                                         0
                                    CA  92262
- ------------------------------------------------------------------------------------------------------------------------------------
960.     STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK,  MD  21702   1833                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
961.     STEVEN DECKER              210 SUNCREST RD. #4, TALENT,  OR  97540      1834                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
962.     ROBERT VITITOW             43 DAVIS STREET, BINGHAMTON,  NY  13905      1835                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
963.     LAWRENCE WANG              1521 IIWACO AVE. NE, RENTON,  WA  98059      1838                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
964.     BARRY MAST                 1240 E. AVE. SOUTH APT. 216, PALMDALE,       1840                                         0
                                    CA  93550
- ------------------------------------------------------------------------------------------------------------------------------------
965.     DAVID TANG                 2380 HAVERSHAM CLOSE, VIRGINIA BEACH,        1841                                         0
                                    VA  23454
- ------------------------------------------------------------------------------------------------------------------------------------
966.     RONALD BRAKE               3505 BURNLEY DRIVE, CLEMMONS, NC 27012       1842                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
967.     SUSAN GLAD                 764 W. GRANT,  P.O. BOX 114, CARLTON,        1843                                         0
                                    OR  97111
- ------------------------------------------------------------------------------------------------------------------------------------
968.     MARC NELSON                55 CAMEO DRIVE, CHERRY HILL, NJ 08003        1844                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
969.     PAUL NIENABER              4200 REDWING CIRCLE, WINSTON SALEM, NC       1849                                         0
                                    27106
- ------------------------------------------------------------------------------------------------------------------------------------
970.     STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK, MD 21702     1850                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
971.     BRIAN HIGA                 40206 VIA SENORA, MURIETA,  CA  92562        1853                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
972.     STEPHEN KARAN              47670 DESERT SAGE COURT, PALM DESERT,        1859                                         0
                                    CA  92260
- ------------------------------------------------------------------------------------------------------------------------------------
973.     SUSAN SAWYER               10 LA TORRE DRIVE, PHILIPS RANCH,  CA        1862                                         0
                                    91766
- ------------------------------------------------------------------------------------------------------------------------------------
974.     CATHERINE MORSE            18 GETTYSBURG DRIVE, VOORHEES, NJ 08043      1869                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
975.     CHARLES METZLER            BOX 427, RODMAN,  NY  13682                  1871                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
976.     PHILLIP POLSTER            725 W. MULBERRY AVENUE, PORTERVILLE, CA      1877                                         0
                                    93257
- ------------------------------------------------------------------------------------------------------------------------------------
977.     WILLIAM LYNASS             2575 SIXTEENTH STREET, NORTH BEND,  OR       1880                                         0
                                    97459
- ------------------------------------------------------------------------------------------------------------------------------------
978.     CLINTON PON                8925 LAGUNA PLACE WAY, ELK GROVE,  CA        1881                                         0
                                    95758
- ------------------------------------------------------------------------------------------------------------------------------------
979.     JOHN KUROVSKY              307 CHURCH ROAD, MOUNTAINTOP, PA 18707       1884                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
980.     DEBRA BOSHINSKI            363 OLD STAGE RD., LEWISBERRY,  PA  17339    1886                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
981.     JERRY HENSEL               6 MULBERRY CT, SELINSGROVE,  PA  17870       1887                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
982.     JOHN HAESEKER              4285 RAMBLEWOOD DRIVE, CO SPRINGS,  CO       1896                                         0
                                    80920
- ------------------------------------------------------------------------------------------------------------------------------------
983.     JEFFERY LING               13719 DAMIAN ST, CERRITOS,  CA               1899                                         0
                                    90703-2338
- ------------------------------------------------------------------------------------------------------------------------------------
984.     RUSSELL NG                 1120 LANCASTER WAY, SACRAMENTO, CA 95822     1903                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
985.     STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK, MD 21702     1904                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
986.     STEVEN KLEEN               28841 LORIE VALLEY LANE, MENIFEE, CA         1912                                         0
                                    92584
- ------------------------------------------------------------------------------------------------------------------------------------
987.     JAMES ESPINOSA             31470 DUNLAP BLVD, YUCAIPA, CA 92399          282                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
988.     M. LEANNE HOWARD           987 PEPPER VILLA COURT, EL CAJON, CA         1917                                         0
                                    92021
- ------------------------------------------------------------------------------------------------------------------------------------
989.     DONNA KATZ                 19500 N.E. JAQUITH RD., NEWBERG, OR          1920                                         0
                                    97132
- ------------------------------------------------------------------------------------------------------------------------------------
990.     MARC NELSON                55 CAMEO DRIVE, CHERRY  HILL, NJ 08003       1921                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
991.     DANIEL ENG                 5625 BERYL AVENUE, ALTA LOMA, CA 91737       1922                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
992.     BILL LUSK                  P O BOX 1348, GUILDERLAND, NY 12084          1940                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
993.     KHANH VAN LE               2360 CREEKSIDE RUN, CHINO HILLS, CA          1941                                         0
                                    91709
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
994.     STEVEN WOOD                4948 MOSHER DRIVE, STOCKTON, CA 95212        1963                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
995.     GREG JELLENEK              3804 PINE GROVE CIRCLE, CHESAPEAKE, VA       1969                                         0
                                    23321
- ------------------------------------------------------------------------------------------------------------------------------------
996.     TRANG NGUYEN               2897 HOPYARD RD., PLEASANTON, CA 94588       1972                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
997.     MICHAEL BRATTI             222 PEARL ST, CORNING, NY 14830              1976                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
998.     MARC NELSON                55 CAMEO DRIVE, CHERRY HILL, NJ 08003        1977                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
999.     MARK HARDER                3620 MENLOW DR, TURLOCK,  CA  95382          1983                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1000.    BRANDON LESUEUR            9435 BRIDGE CREEK LANE, NEWCASTLE,  CA       1988                                         0
                                    95658
- ------------------------------------------------------------------------------------------------------------------------------------
1001.    JAMES CUTLER               1340 AUBURN ST., UPLAND,  CA  91784          1992                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1002.    GEORGE MITSOGLOU           36 CUMBERLAND AVENUE, PLATTSBURGH,  NY       1994                                         0
                                    12901-1815
- ------------------------------------------------------------------------------------------------------------------------------------
1003.    BILL LUSK                  P O BOX 1348, GUILDERLAND,  NY  12084        1997                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1004.    CURTIS NAGEL               3514 MAYFAIR, FRESNO,  CA  93703             2001                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1005.    ARMANDO TAPIA              9420 BENBOW DRIVE, GILROY, CA 95020          2002                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1006.    MARC NELSON                55 CAMEO DRIVE, CHERRY  HILL, NJ 08003       2003                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1007.    ARNOLDO BOWERY             705 APPLEWOOD ST., KANNAPOLIS, NC 28081      2005                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1008.    TERRY WALKER               918 ROZA VISTA RD., PROSSER, WA 99305        2007                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1009.    STEPHANIE ATTIG            21 HILLSIDE DRIVE, PINE GROVE, PA 17963      2023                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1010.    ANGELA ABE                 2025 DURANT AV #102, BERKELEY, CA 94704      2025                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1011.    MYLINH TRAN                181 CHERRYBROOK LANE, IRVINE, CA 82618       2028                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1012.    RUSSELL HORN               2860 SHANTEAL PL, MEDFORD, OR 97504          2029                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1013.    ADELL IBRAHIM              3030 PARK AVE. STE 40, MERCED, CA 95349      2030                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1014.    MONIKA CHUGH               38895 RIVERBANK TERRACE, FREMONT, CA         2031                                         0
                                    94536
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1015.    ROD GILLILAND              2678 LEE ST, SIMI VALLEY, CA  93065          2032                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1016.    MARK BROWN                 #9 WOODHAVEN DR, HUNTINGTON, WV  25701       2036                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1017.    STEPHEN CREVISTON          3520 43RD AVE SE, OLYMPIA, WA  98501         2037                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1018.    ODETTE CHANG               381 COLLINS APT. 8, MERCED, CA  95348        2039                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1019.    STEVEN CIPPARONE           27 REGENCY PLACE, VOORNESS, NJ  08043        2040                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1020.    JOHN MCDONALD              14253 Mediatrice Lane, San Diego, CA         2044                                         0
                                    92129
- ------------------------------------------------------------------------------------------------------------------------------------
1021.    MARK HARDER                3620 MENLOW DR, TURLOCK, CA  95382           2048                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1022.    VANESSA KOJIMA             650 WHITNEY RANCH DRIVE, APT.                2050                                         0
                                    1011, HENDERSON, NV  89014
- ------------------------------------------------------------------------------------------------------------------------------------
1023.    RALPH WILSON               25 ORCHARD DRIVE, QUEENSBURY, NY  12804      2056                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1024.    JIM YARBOROUGH             1398 KILDAIRE FARM RD, CARY, NC  27511       2058                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1025.    CHARLES LEKITES            11005 STEEPLE DRIVE, EAGLE RIVER, AK         2070                                         0
                                    99577
- ------------------------------------------------------------------------------------------------------------------------------------
1026.    CHARLES LEKITES            11005 STEEPLE DRIVE, EAGLE RIVER, AK         2071                                         0
                                    99577
- ------------------------------------------------------------------------------------------------------------------------------------
1027.    KEVIN BERG                 3161 LAZY EIGHT COURT (POB                   2074                                         0
                                    874686), WASILLA, AK  99687-4686
- ------------------------------------------------------------------------------------------------------------------------------------
1028.    TOM THOMASON               20120 Pine Brook Blvd., BEND, OR 97702       2075                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1029.    SIMON ZMYSLINSKI           1342 ORANGE GROVE CIRLCE, CORONA, CA         2077                                         0
                                    91719
- ------------------------------------------------------------------------------------------------------------------------------------
1030.    SCOTT SWANSON              9582 HAMILTON AVE., HUNTINGTON BEACH,        2082                                         0
                                    CA  92647
- ------------------------------------------------------------------------------------------------------------------------------------
1031.    PHILIP OWSLEY              150 N SWEETGRASS, BOZEMAN, MT  59715         2084                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1032.    MORRIS LAMONSOFF           36993 COUNTY RD 46, THERESA, NY  13691       2092                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1033.    BILL LUSK                  P O BOX 1348, GUILDERLAND, NY  12084         2093                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1034.    CATHERINE CURRIE           11150 CAMINITO VISTA PACIFICA, SAN           2094                                         0
                                    DIEGO, CA  92131
- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1035.    DEBORAH HUSSON             600 CYPRESS STREET, LANSDALE, PA  19446      2096                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1036.    BILL LUSK                  P O BOX 1348, GUILDERLAND, NY  12084         2097                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1037.    JOSEPH HORNE               1539 VIA ROSA, ROBLES, CA  93446             2099                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1038.    MARTIN COHEN               48 TWINVIEW DR., WAPPINGERS FALLS, NY        2104                                         0
                                    12590
- ------------------------------------------------------------------------------------------------------------------------------------
1039.    DEBORAH WARD               366 RIVER FLOW DR, RENO, NV  89512           2106                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1040.    MARC NELSON                55 CAMEO DRIVE, CHERRY  HILL, NJ 08003       2108                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1041.    MARC NELSON                55 CAMEO DRIVE, CHERRY  HILL, NJ 08003       2109                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1042.    GENE MAH                   28151 BLUEBELL DRIVE, LAGUNA NIGEL, CA       2110                                         0
                                    92677
- ------------------------------------------------------------------------------------------------------------------------------------
1043.    KYE MANSFIELD              6571 MILL CREEK CIRCLE, BIRMINGHAM, AL       2111                                         0
                                    35242
- ------------------------------------------------------------------------------------------------------------------------------------
1044.    STEVEN KERR                3139 EAST DOLPIN AVE., MESA, AZ 85204        2112                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1045.    LEONARD MUSCOLINO          712 WEST LEWIS AVE, PHOENIX, AZ  85007       2113                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1046.    PATRICIA CARUSO            17 CYPRESS POINT, CLIFTON PARK, NY           2116                                         0
                                    12065
- ------------------------------------------------------------------------------------------------------------------------------------
1047.    ISIDORE SOL                1 Tiffany Cir, Millbury, MA  01527           2118                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1048.    ED LAUBACH                 118 PEARLGRASS CT., ST. RAMON, CA            2119                                         0
                                    94583
- ------------------------------------------------------------------------------------------------------------------------------------
1049.    JAMIE JORDAN               9854 S. ROSEMONT AVE. # 5206, LONE TREE,     2125                                         0
                                    CO  80124
- ------------------------------------------------------------------------------------------------------------------------------------
1050.    LIANE CASUGA HAYASHI       1020 AOLOA PLACE, #205A, KAILUA, HI          2126                                         0
                                    96734
- ------------------------------------------------------------------------------------------------------------------------------------
1051.    JOHN MEINHOLD              P.O. BOX 5271, PORTSMOUTH, NH  03802         2130                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1052.    KEVIN LENAHAN              4644 S.E. 28TH STREET, TOPEKA, KS            2131                                         0
                                    66605
- ------------------------------------------------------------------------------------------------------------------------------------
1053.    SARIT CATCHATOORIAN        8929 LEITRIM CT., CHARLOTTE, NC  28277       2134                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1054.    BILL LUSK                  P O BOX 1348, GUILDERLAND, NY  12084         2135                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1055.    DAVID TANG                 2380 HAVERSHAM CLOSE, VIRGINIA BEACH,        2136                                         0
                                    VA  23454
- ------------------------------------------------------------------------------------------------------------------------------------

  #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                          CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1056.    RICH MACKOWSKY             100 CUVASION CT., APEX, NC  27502            2137                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1057.    MARC TURCO                 131 HOWARD STREET, SAUGUS, MA  01906         2139                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1058.    MARC NELSON                55 CAMEO DRIVE, CHERRY  HILL, NJ  08003      2141                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1059.    SANDRA SAWA                6 BENTLEY STREET, 2ND FLOOR, SALEM, MA       2142                                         0
                                    01970
- ------------------------------------------------------------------------------------------------------------------------------------
1060.    TRACEY GEORGE              209 SCOTT STREET, WILKES-BARRE, PA  18702    2145                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1061.    TED BELHUMEUR              909 MEADOW LANE, SCHENECTADY, NY  12309      2146                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1062.    HEIDI BROTT                5522 PROSPECT DRIVE, MISSOULA, MT  59801     2147                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1063.    RAYMUNDO MENDOZA           5468 AVENIDA FIESTA, LA JOLLA, CA  92037     2150                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1064.    BILL LUSK                  P O BOX 1348, GUILDERLAND, NY  12084         2152                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1065.    RAMESH PATEL               3880 ANCROFT CIRCLE, NORCROSS, GA  30092     2154                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1066.    MICHAEL KATZ               73 IVY LANE, LIDO BEACH, NY  11561           2156                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1067.    NANCY STAROSCIAK           5 SURREY DR  P O BOX 1132, LAKEVILLE,        2157                                         0
                                    MA  02347
- ------------------------------------------------------------------------------------------------------------------------------------
1068.    LINH NGUYEN                231 Dixon Landing Rd. # 134, Milipita,       2161                                         0
                                    CA  95035
- ------------------------------------------------------------------------------------------------------------------------------------
1069.    ANDREW STACK               9 OAK HILL LN, WOODBRIDGE, CT  06525         2163                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1070.    HOWARD KASS                16 HEMLOCK LANE, PENNELLVILLE, NY  13132     2166                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1071.    JEANETTE JEZICK            4 LYNCH RD, LEBANON, CT  06249               2170                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1072.    ISAAC BAK                  7347 ROOSEVELT BLVD, PHILADELPHIA, PA        2171                                         0
                                    19152
- ------------------------------------------------------------------------------------------------------------------------------------
1073.    DONALD LEAKE               11929 HANDRICH DRIVE, SAN DIEGO, CA          2177                                         0
                                    92131
- ------------------------------------------------------------------------------------------------------------------------------------
1074.    GERALD GEIST               214 QUARRY ROAD, SELINSGROVE, PA  17870      2185                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1075.    STEVEN WILSON              2260 ASHLEY BROOKE, WENATCHEE, WA  98801     2187                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1076.    VINH DANG                  P. O. Box 70063, Reno, NV  89570             2189                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1077.    KARRIN VALLIN              1960 7TH AV, SACRAMENTO, CA  95818           2190                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1078.    JEANNETTE LIU              113 ESWORTHY PLACE, NORTH POTOMAC, MD        2194                                         0
                                    29878
- ------------------------------------------------------------------------------------------------------------------------------------
1079.    MARC NELSON                55 CAMEO DRIVE, CHERRY  HILL, NJ  08003      2195                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1080.    JILL BRADLEY               327 NEW WHITFIELD ST., GUILFORD, CT          2200                                         0
                                    06437
- ------------------------------------------------------------------------------------------------------------------------------------
1081.    SHELDON KEYSER             2310 VELVET RIDGE, OWINGS MILLS, MD          2205                                         0
                                    21117
- ------------------------------------------------------------------------------------------------------------------------------------
1082.    MARC LENZEN                3822 VISTA AZUL, SAN CLEMENTE, CA  92672     2206                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1083.    JAMES ANDREWS              271 PROSPECT AVENUE, LONG BEACH, CA          2218                                         0
                                    90803
- ------------------------------------------------------------------------------------------------------------------------------------
1084.    SUSAN MILLER               3628 LOWELL, DENVER, CO  80211               2223                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1085.    JOHN ROSS                  34 PRISCILLA ROAD, SO EASTON, MA             2227                                         0
                                    02375-1524
- ------------------------------------------------------------------------------------------------------------------------------------
1086.    PATRICIA YOUNGQUIST        186 LANDSDOWNE LANE, CHESHIRE, CT            2232                                         0
                                    06410
- ------------------------------------------------------------------------------------------------------------------------------------
1087.    CYNTHIA HAUSCHILD          3825 HIGHLAND AVE., SKANEATELES, NY          2234                                         0
                                    13152
- ------------------------------------------------------------------------------------------------------------------------------------
1088.    STEVE PREVISICH            21372 BROOKHURST STREET, #432,               2242                                         0
                                    HUNTINGTON BEACH, CA  92646
- ------------------------------------------------------------------------------------------------------------------------------------
1089.    ROBERT JOHNSTON            413 PRIMROSE WAY, OCEANSIDE, CA  92057       2245                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1090.    MARY MATHIAS               5 Bessom St,. UNT# F128, Marblehead, MA      2246                                         0
                                    01945
- ------------------------------------------------------------------------------------------------------------------------------------
1091.    SCOTT SMITH                1910 MISTY WATER CT., APEX, NC  27502        2247                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1092.    VIRGIL DON HOLLAND         P.O. Box 2298, ORANGE, CA  92859             2251                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1093.    EUGENE LUND                241 DALE RD, BARTO, PA  19504                2252                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1094.    LOUISTARTAGLIA             4514 LA CUENTA DRIVE, SAN DIEGO, CA          2253                                         0
                                    92124
- ------------------------------------------------------------------------------------------------------------------------------------
1095.    SANDRA KROKOS              201 LAKE VISTA CT, DRUMS, PA  18201          2255                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1096.    TRICIA ZHANG               4553 NORTH CHELSEA LANE, BETHESDA, MD        2258                                         0
                                    20814
- ------------------------------------------------------------------------------------------------------------------------------------
1097.    BILL LUSK                  P O BOX 1348, GUILDERLAND, NY  12084         2262                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1098.    JAMES JOHNSON              51  SPRING MEADOW LANE, READING, PA          2263                                         0
                                    19606
- ------------------------------------------------------------------------------------------------------------------------------------
1099.    BILL LUSK                  P O BOX 1348, GUILDERLAND, NY  12084         2264                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1100.    JESSICA HEINKE             251 CORNELSON DRIVE, GREER, SC  29651        2265                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1101.    SCOTT HULTMAN              8504 N. SIERRA VISTA AVE., FRESNO, CA        2277                                         0
                                    93270
- ------------------------------------------------------------------------------------------------------------------------------------
1102.    SPENCER LAU                433 SAINT EMILION COURT, MOUNTAIN VIEW,      2280                                         0
                                    CA  94043
- ------------------------------------------------------------------------------------------------------------------------------------
1103.    SUSAN DEVINE               31 WATCHHAUG RD, SOMERS, CT  06071           2282                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1104.    STUART WEINBAUM            123 D BRITTANY FARM RD, NEW BRITIAN, CT      2284                                         0
                                    06053
- ------------------------------------------------------------------------------------------------------------------------------------
1105.    ANDREW MULLIGAN            3 HYANIS COURT, MOUNT SINAI, NY              2286                                         0
                                    11766-1809
- ------------------------------------------------------------------------------------------------------------------------------------
1106.    EUNMI CHAE                 165-B CASUDA CANYON DRIVE, MONTERY PARK,     2288                                         0
                                    CA  91754
- ------------------------------------------------------------------------------------------------------------------------------------
1107.    JOHN CLARK                 2952 WEST CANYON AVE, SAN DIEGO, CA          2291                                         0
                                    92123
- ------------------------------------------------------------------------------------------------------------------------------------
1108.    STEVEN MORIYASU            297 S. MARENGO AVE. APT 204, PASADENA,       2292                                         0
                                    CA  91101
- ------------------------------------------------------------------------------------------------------------------------------------
1109.    CELESTE PINKHAM            4934 COLDWATER CANYON AVE. #                 2297                                         0
                                    115, SHERMAN OAKS, CA  91423
- ------------------------------------------------------------------------------------------------------------------------------------
1110.    NANCY LOVELAND             6 SCOTT LANE, CROMWELL, CT  06416-1235       2299                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1111.    PATRICK FLORES             4807 VALLEY VIEW BLVD, ROANOKE, VA  24012    2312                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1112.    STANLEY SATO               1548 GLEN AVENUE, WAHIAWA, HI  96786         2314                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1113.    TIMOTHY KALE               P.O. BOX  1084, KAILUA KONA, HI  96740       2321                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1114.    DEREK GUARINO              85 MARSHALAND STREET, HAVERHILL, MA          2330                                         0
                                    01830
- ------------------------------------------------------------------------------------------------------------------------------------
1115.    STUART WEINBAUM            123 D BRITTANY FARM RD, NEW BRITIAN, CT      2331                                         0
                                    06053
- ------------------------------------------------------------------------------------------------------------------------------------
1116.    MARY MATHIAS               5 Bessom St,. UNT# F128, Marblehead, MA      2341                                         0
                                    01945
- ------------------------------------------------------------------------------------------------------------------------------------
1117.    KARL OHLSSON               1380 CHURCHILL WAY, MARIETTA, GA  30062      2360                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1118.    ALFRED BLANCHARD           2 Cherry Hill CT, Farmington, CT  06032      2371                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1119.    KENNETH CHRISTOPHER        7345 APLIN STREET, HIGHLAND, CA  92346       2401                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1120.    STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK, MD  21702    2438                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1121.    ANDY CHAMPION              10 SPRINGFIELD WAY, ARDEN, NC  28704         2440                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1122.    OLESSIA BUTENKO            303 2ND STREET, FAYETTEVILLE, NY  13066      2444                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1123.    HOU LEONG                  PO BOX 4727, SALINAS, CA  93912              2458                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1124.    SHAYNE SHERIDAN            3993 CLUB HOUSE CT 2H, HIGHPOINT, NC         2472                                         0
                                    27265
- ------------------------------------------------------------------------------------------------------------------------------------
1125.    GRANT MIYASHIRO            325 E. MAKAALA STREET, SUITE 101, HILO,      2473                                         0
                                    HI  96720
- ------------------------------------------------------------------------------------------------------------------------------------
1126.    PAUL WESLING               4085 ROSENDA CT. # 269, SAN DIEGO, CA        2479                                         0
                                    92122
- ------------------------------------------------------------------------------------------------------------------------------------
1127.    KIMBERRY LA                1254 West Browning Way, Chandler, AZ         2482                                         0
                                    85248
- ------------------------------------------------------------------------------------------------------------------------------------
1128.    MICHAEL LONG               1436 OAKCREED LANE, VISTA, CA  92083         2494                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1129.    MYDUNG TRUONG              15521 SANDUSKY LANE, WESTMININSTR, CA        2495                                         0
                                    92683
- ------------------------------------------------------------------------------------------------------------------------------------
1130.    MARC NELSON                55 CAMEO DRIVE, CHERRY HILL, NJ  08003       2497                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1131.    WILLIAM LIMON              585 FRESNO AVE., MORRO BAY, CA  93442        2507                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1132.    ROBERT KUEHNER             P O BOX 9036, PHOENIX, AZ  85068             2512                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1133.    SAMIA IDRIS                12725 ETRIS RD., ROSWELL, GA  30075          2513                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1134.    BRETT BOWMAN               21897 BAHAMAS, MISSION VIEJO, CA  92692      2517                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1135.    LISA MATSUI                2572 SAN SABA ST, TUSTIN, CA  92782          2523                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1136.    BRENT MITSUUCHI            1125 WOOD RD, OXNARD, CA  93033              2526                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1137.    SHAHRZAD SHAHRAIARY        2001 E. CROSS AV #27, TULARE, CA  93274      2536                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1138.    KELSEY JEWETT              4767 ROCKY RIDGE CT, REDDING, CA  96001      2537                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1139.    JAMES EDDLEMAN, JR.        P O BOX 50908, IRVINE, CA  92619-0908        2546                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1140.    JOHN WARD WALKER           P.O. BOX 855, WINDSOR, CA  95492             2553                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1141.    PATRICK MILBURN            P.O. BOX 441, ARROYO GRANDE, CA  93421       2556                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1142.    ROBERT SMITH               2300 WHITE LANE, BAKERSFIELD, CA  93304      2557                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1143.    ROBIN AYERS                16 HOMEWOOD DR, LYNCHBURG, VA  24502         2565                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1144.    ESTHER MELE                305 ELM TREE DRIVE, MARTINSBURG, WV          2566                                         0
                                    25401
- ------------------------------------------------------------------------------------------------------------------------------------
1145.    PAT NGUYEN                 17914 HARVEST AVE., CERRITOS, CA  90703      2568                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1146.    IVAN LEE                   136 OLD YORK RD. APT A-2, BRIDGEWATER,       2569                                         0
                                    NJ 08807
- ------------------------------------------------------------------------------------------------------------------------------------
1147.    DAVID WELLS                1104 NEW DOVER ROAD, APEX, NC 27502         2580                                          0

- ------------------------------------------------------------------------------------------------------------------------------------
1148.    SCOTT FONG                 7746 RIVER GROVE CIRCLE, SACRAMENTO, CA      2598                                         0
                                    95831
- ------------------------------------------------------------------------------------------------------------------------------------
1149.    CURTIS JOHN LEE            7 SANTA EUGENIA, IRVINE, CA  92606           2609                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1150.    MARK BROWN                 #9 WOODHAVEN DR, HUNTINGTON, WV  25701       2610                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1151.    CARRIE KUBOTA              1995 TAMARACK STREET, WESTLAKE VILLAGE,      2621                                         0
                                    CA  91361
- ------------------------------------------------------------------------------------------------------------------------------------
1152.    TINA TSAI                  105 SKYVIEW WAY, SAN FRANCISCO, CA  94131    2648                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1153.    INGRID FARINAS             2451 WOODHILL DR., BAYPOINT, CA  94565       2697                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1154.    JIM KERNODLE               3900 Marchester Way, Apt 1H, GREENSBORO,     2704                                         0
                                    NC  27407
- ------------------------------------------------------------------------------------------------------------------------------------
1155.    ROBERT HARTSELL            P.O. BOX 522, WILLIAMSTON, NC  27892         2730                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1156.    TARA PARNELL               6017 SPIKERUSH TRAIL, SOUTHPORT, NC          2772                                         0
                                    28461
- ------------------------------------------------------------------------------------------------------------------------------------
1157.    DIANA MAH                  3963 LOIS STREET, WINSTON-SALEM, NC          2793                                         0
                                    27127
- ------------------------------------------------------------------------------------------------------------------------------------
1158.    RICHARD SHULDINER          29521 CANYON SPRINGS RD, HIGHLAND, CA        2842                                         0
                                    92346
- ------------------------------------------------------------------------------------------------------------------------------------
1159.    NAHEED KASSAM              4713 LINARA LANE, FUGUAY-VARINA, NC          2845                                         0
                                    27526
- ------------------------------------------------------------------------------------------------------------------------------------
1160.    JO-ELLEN TOMLINSON         1757 Memorial Lake, EGLIN AFB, FL 32542      6100                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1161.    DENNIS ALBERT              HC 32 BOX 3400R, WASILLA, AK  99654          6107                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1162.    STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK, MD           6200                                         0
                                    21702
- ------------------------------------------------------------------------------------------------------------------------------------
1163.    SHELDON KEYSER             2310 VELVET RIDGE, OWINGS MILLS, MD          6201                                         0
                                    21117
- ------------------------------------------------------------------------------------------------------------------------------------
1164.    STEVEN CHADO               8210 SKIPWITH DRIVE, FREDERICK, MD           6202                                         0
                                    21702
- ------------------------------------------------------------------------------------------------------------------------------------
1165.    SPENCER LAU                433 SAINT EMILION COURT, MOUNTAIN VIEW,      6206                                         0
                                    CA  94043
- ------------------------------------------------------------------------------------------------------------------------------------
1166.    IRA DAVIS                  P.O BOX 281498, MEMPHIS, TN  38168           6207                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1167.    ROBERT VAUGHN              219 HIGH ST., APT.N, WESTERLY, RI            2138                                         0
                                    02891
- ------------------------------------------------------------------------------------------------------------------------------------
1168.    NICOLE BERHOW              1000 E NORTHERN LIGHTS BLVD, ANCHORAGE,      7601                                         0
                                    AK 99508
- ------------------------------------------------------------------------------------------------------------------------------------
1169.    LARRY COON                 3755 AIRPORT WAY, FAIRBANKS, AK 99709        7603                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1170.    MICHAEL BECKERMAN          7701 DEBARR RD, ANCHORAGE, AK 99504          7604                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1171.    JOHN RIPLEY                43843 STERLING HWY SUITE 100, SOLDOTNA,      7605                                         0
                                    AK 99669
- ------------------------------------------------------------------------------------------------------------------------------------
1172.    DAVID ANTONIE              10751 W. Overland, Boise, ID 83079           7606                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1173.    DENNIS PITKIN              10169 CRANBERRY COURT, BOISE, ID             7607                                         0
                                    83704 2116
- ------------------------------------------------------------------------------------------------------------------------------------
1174.    BERNARD CONWAY             16055 SW WALKER RD. # 115, BEAVERTON,        7609                                         0
                                    OR  97006
- ------------------------------------------------------------------------------------------------------------------------------------
1175.    KEITH MILLER               7667 SE LINCOLN ST., PORTLAND, OR            7611                                         0
                                    97215
- ------------------------------------------------------------------------------------------------------------------------------------
1176.    ROBERT BEADERSTADT         6132 SW TOWER WAY, PORTLAND, OR              7612                                         0
                                    97221
- ------------------------------------------------------------------------------------------------------------------------------------
1177.    ROBERT BEADERSTADT         6132 SW TOWER WAY, PORTLAND, OR              7613                                         0
                                    97221
- ------------------------------------------------------------------------------------------------------------------------------------
1178.    STEVEN MULLINS             2424 CRATER LAKE HWY, MEDFORD, OR            7614                                         0
                                    97501
- ------------------------------------------------------------------------------------------------------------------------------------
1179.    JAN HURTUBISE              21000 N.W. QUATAMA RD. # 35, BEAVERTON,      7615                                         0
                                    OR  97006
- ------------------------------------------------------------------------------------------------------------------------------------
1180.    NEAL GARHOFER              1451 HWY 101, WARRENTON, OR 97146            7616                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1181.    BERNARD CONWAY             16055 SW WALKER RD. # 115, BEAVERTON,        7617                                         0
                                    OR  97006
- ------------------------------------------------------------------------------------------------------------------------------------
1182.    ROSILAND HURSH             8955 SE 82ND AVE, PORTLAND, OR 97266         7622                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1183.    ERIC BROWN                 3205 SE Taylor, Portland, OR  97214          7623                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1184.    JOYCE STAPLES              BOX 72, COOS BAY, OR  97420                  7626                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1185.    NEAL GARHOFER              2500 N MAIN ST, TILLAMOOK, OR 97141          7627                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1186.    GEORGE LAM                 1101 GRANTS PASS PKWY, GRANTS PASS, OR       7628                                         0
                                    97526
- ------------------------------------------------------------------------------------------------------------------------------------
1187.    STEPHEN DIPPEL             1300 EAST PARK ST., GRANTS PASS, OR          7629                                         0
                                    97526
- ------------------------------------------------------------------------------------------------------------------------------------
1188.    ALLISON HARPER             150 NE 20TH ST, NEWPORT, OR 97365            7630                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1189.    MICHAEL SAUL               556 EAST  3RD STREET, IDAHO FALLS, ID        7631                                         0
                                    83401
- ------------------------------------------------------------------------------------------------------------------------------------
1190.    LAWRENCE JONES             365 RENTON CENTER WAY SW STE D, RENTON,      7632                                         0
                                    WA 98058
- ------------------------------------------------------------------------------------------------------------------------------------
1191.    CHESTER BURY               7250 PACIFIC AVE, TACOMA, WA 98408           7633                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1192.    CHESTER BURY               4505 S 19TH ST E SUITE 3, TACOMA, WA         7634                                         0
                                    98405
- ------------------------------------------------------------------------------------------------------------------------------------
1193.    WILLIAM BUTLER             101 WELLSIAN WAY SUITE I, RICHLAND, WA       7637                                         0
                                    99352
- ------------------------------------------------------------------------------------------------------------------------------------
1194.    STEVE HOVET                4221 SOUTH 252ND, KENT, WA  98032            7639                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1195.    CAROLINA LEE               2237 N. 106TH STREET #236, SEATTLE, WA       7640                                         0
                                    98133
- ------------------------------------------------------------------------------------------------------------------------------------
1196.    MICHAEL KLINDWORTH         23332 EDMONDS WAY D102, EDMONDS, WA          7641                                         0
                                    98026
- ------------------------------------------------------------------------------------------------------------------------------------
1197.    JAN HURTUBISE              21000 N.W. QUATAMA RD. # 35, BEAVERTON,      7643                                         0
                                    OR  97006
- ------------------------------------------------------------------------------------------------------------------------------------
1198.    RICHARD ZOLLER             3184 OCEAN BEACH HWY, LONGVIEW, WA 98632     7644                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1199.    VICKY YIM                  9925 STATE AVE, MARYSVILLE, WA 98270         7646                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1200.    SAM AHN                    11409 W.E. 80TH ST., NEW CASTLE, WA          7647                                         0
                                    98056
- ------------------------------------------------------------------------------------------------------------------------------------
1201.    SAPHOL ROS                 17801 108TH AVE SE, RENTON, WA 98055         7648                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

 #        CONTRACTING COMPANY                ADDRESS OF CO                         DESCRIPTION                           CURE AMOUNT
                                                                                                                          PER VISTA
                                                                                                                           RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
1202.    WESLEY ARNDT               4031 KROMER AVE., EVERETT, WA  98021         7649                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1203.    DENNIS LEE                 1671 ROCK CREEK RIDGE,  BLVD. SW, NORTH      7650                                         0
                                    BEND, WA  98045
- ------------------------------------------------------------------------------------------------------------------------------------
1204.    ROMAN HAMASAKI             2009 NW 58TH ST. # 2, SEATTLE, WA 98107      7651                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1205.    MAX ARCHER                 2235 CHERAN LOOP NW, OLYMPIA, WA 98502       7652                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1206.    RICH MCKINLEY              1601 E. PARKS HWY #C, WASILLA, AK 99654      7653                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1207.    ROMAN HAMASAKI             2009 NW 58TH ST. # 2, SEATTLE, WA 98107      7654                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1208.    MARGARET BENCK             3093 OVERLOOK DR. # 411, HILLSBORO, OR       7657                                         0
                                    97124
- ------------------------------------------------------------------------------------------------------------------------------------
1209.    PAUL BEFANIS               665 APOLLO BLVD., MELBOURNE, FL 32901        6109                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1210.    DOUG JACKMAN               3706 N. LAMARR, AUSTIN, TX 78705             6108                                         0

- ------------------------------------------------------------------------------------------------------------------------------------
1211.    ROBERT VAUGHN              219 HIGH ST., APT. N, WESTERLY, RI 02891     6208                                         0

- ------------------------------------------------------------------------------------------------------------------------------------

                        EXHIBIT C TO DISCLOSURE STATEMENT

                                RECOVERY ANALYSIS

         The recovery  calculations  detailed below assume,  among other things,
that distributions to the holders of Claims are as detailed in the Plans.

         THE  VALUATIONS  SET FORTH HEREIN  REPRESENT  ESTIMATED  REORGANIZATION
VALUES AND DO NOT NECESSARILY  REFLECT VALUES THAT COULD BE ATTAINABLE IN PUBLIC
OR PRIVATE MARKETS.  SUCH TRADING VALUES COULD BE MATERIALLY  DIFFERENT FROM THE
VALUES ASSOCIATED WITH THIS RECOVERY ANALYSIS.

         DERIVATION OF NEW COMMON STOCK

         (in thousands, except per share values)

         Enterprise Value                                 $150,000
         Less:
              Revolver                                      $5,000
              New Senior Notes                            $120,000
                                                         ---------
         Equity value                                      425,000
         Shares of New Common Stock                          5,000 shares
         Price per Share of New Common Stock                    $5

         RECOVERY TO CLASS 5 GENERAL UNSECURED CLAIMS

         (in thousands, except per share data)

         New Common Stock Distributed to Class 5             5,000
         Price per Share of New Common  Stock
         Value of New Common Stock Distributed to Class 5       $5
         New Senior Notes Distributed to Class 5           $25,000
         Total Value of Distribution to Class 5           $120,000
                                                          --------
         Estimated Claims in Class 5 (1)                  $175,000
         Estimated recovery Rate to Class 5                    83%

- -----------------

(1)  General  Unsecured Claims scheduled by the Debtors total  approximately
     $168  million,   whereas  General   Unsecured  Claims  filed  with  the
     Bankruptcy Court total approximately $188 million.  For purposes of the
     Recovery Analysis,  the Debtors are using an estimated Claims amount of
     $175 million.

                        EXHIBIT D TO DISCLOSURE STATEMENT
                           POTENTIAL AVOIDANCE ACTIONS

1 P D PRINTING - VENDOR
2C OPTICS
32ND AVE PARTNERS, LTD
3892 SIMON PROPERTY GROUP LP
3COM CORPORATION
401 (K)
4820 RETAIL PROPERTY TRUST
A & J BENNETT'S
A CITY MOVER VAN LINES, INC
A.I. CREDIT CORP
AAA LABEL, INCORPORATED
AABCO
AAFES
ABF FREIGHT SYSTEMS, INC
ACCESS ONE COMMUNICATIONS
ACCOUNTEMPS
ACF PROPERTY MANAGEMENT, INC
ACSYS
ACTUARIAL CONSULTANTS INC.
AD ART ELECTRONIC SIGN CORP.
ADA COUNTY TREASURER
ADEN OPHTHALMIC PRODUCTS
ADT SECURITY SERVICES
AGL ENERGY WISE
AIRBORNE EXPRESS
AIRESS OPTIQUE
AIRPORT PLAZA ASSOCIATES II
AKDA, LTD
AL CREDIT CORP
ALABAMA DEPARTMENT OF REVENUE
ALAN NORTH
ALAN STONE, O.D. - 55003
ALBERT & BETTIE SACCHI
ALDA CLOVIS ASSOCIATES
ALETA DOROUDIAN, O.D. - 55165
ALFRED E RAMIREZ, JR., O.D.
ALHAMBRA VALLEY PROPERTIES
ALICE AMECHE
ALL POWER SYSTEMS INC
ALLTEL CORPORATION
ALTERNATIVE MAILING SYSTEMS, INC.
ALVIN AHLGRIM. O.D. - 55028
AMBASSADOR EYEWEAR GROUP
AMCON
AMERICAN EXPRESS
AMERICAN INVESTMENT PALM DESERT, LLC
AMERICAN LABOR MANAGEMENT SERVICES
AMERICAN OPTICAL LENS CO
AMERISHOP ARCADIA, LLC
AMERITECH
AMHERST COUNTY
AMT ENTERPRISES, INC.
AMY FORESTE, O.D. - 55300
AMY L. JIMENEZ
ANAHEIM HILLS FESTIVAL
ANAHEIM HILTON
ANCHOR PAPER COMPANY
ANCHORAGE DAILY NEWS
ANCHORAGE PUBLISHING INC.
ANCHORAGE TELEPHONE UTILITY
ANDREA K. ZIPPRICH
ANDREA MARQUEZ
ANDREW CALHOUN, O.D. - 55337
ANDREW D. STACK, O.D.
ANDREW MULLIGAN, O.D.
ANGELA PRINCE
ANGELICA IMAGE APPAREL
ANGUS C MORRISON
ANNE ARUNDEL COUNTY, MD
ANTHONY BOWENS
ANTHONY JONES
ANTON RAO O. D.
ANTON SMIT DIVISION
APC AIR CONDITIONING CO., INC.
APPLEONE EMPLOYMENT SERVICE
APS
ARAPAHOE COUNTY TREASURER
ARCUS DATA SECURITY, INC
ARIZONA BLUEPRINT & PHOTO INC.
ARIZONA DEPARTMENT OF REVENUE
ARIZONA MILL LLC
ARIZONA MILLS DEPT 131401
ARIZONA STATE UNIVERSITY
ARMY & AIR FORCE EXCHANGE SERVICE
ARNEL BAIRD, O.D. - 55205
ARROW EYEWEAR
ART CRAFT OPTICAL
ARTHUR ANDERSEN LLP

                                      D-1

ARTHUR ANDERSON - AUDITORS
ASHEVILLE ELECTRIC COMPANY INC
AT&T
ATLANTA BRAVES
ATLANTA JOURNAL & CONSTITUTION
ATLANTA MARRIOTT NORCROSS
ATLANTA SCREEN PRINT
ATLANTIC ENVELOPE COMPANY
ATLANTIC OPTICAL CO., INC
ATS STAFFING OF ATLANTA
AUDIT-TEL INC
AURORA MALL
AVIS
B. ROBINSON OPTICAL
B.J. MOTKO
BANC ONE LEASING CORP
BARBARA WIESE, O.D. - 55031
BASIL COOMBS, O.D.
BAUSCH & LOMB
BAUSCH & LOMB PERSONAL PRODUCTS DIV
BAY 605 CORPORATION
BEAUFORT COUNTY TREASURER
BELL ATLANTIC
BELL SOUTH
BELLEVUE SQUARE MANAGERS INC
BELLWETHER PROPERTIES OF FLORIDA
BEN CLARK, O.D.
BENCO COMMERCIAL BUILDING
BEND RIVER MALL
BERNALILLO COUNTY TREASURER
BERNARD CONWAY, O.D. - 55032
BETH SHACKLEFORD
BETTE BURGESS, HCB
BETTY A BAULDER
BEVERLY STOCKWELL
BIAGINI PROPERTIES INC
BILL KOPONEN
BILL SHANKLIN
BILL WHITE, O.D.
BLANCHARD'S LOCK & SAFE
BLANCHE CUEVAS
BLUE CROSS & BLUE SHIELD OF GA
BLUE MOUNTAIN MALL
BOB EDWARDS
BOLLE AMERICA INC.
BONITA PLACE INC
BONNER MALL PARTNERSHIP
BOSTON EYE DESIGN
BOTH AWARDS
BOULDER COUNTY TREASURER
BOWNE OF ATLANTA, INC.
BPI CARPET
BPP RETAIL LLC - AUBURN VILLAGE
BPP/MOUNTAINGATE PLAZA
BRAIN POWER, INC (BPI)
BRET J MONOHON
BRIAN A. MCLAUGHLIN
BRIAN BARNHART
BRIAN OFSTEDAHL
BRIAN STONE
BRIOT, INC.
BROADWAY CENTER ASSOCIATES
BROWNING FERRIS INDUSTRIES
BRUCE GOETZ
BRYAN COOK, O.D. - 55000
BUCHANAN ENTERPRISES, INC.
BUCHMANN OPTICAL, INC.
BUDGET LIGHTING, INC
BUILDING PLASTICS, INC.
BULBTRONICS
BULLOCH COUNTY, TAX COMM
BURLINGTON COUNTY TIMES
BUSINESS PROPERTIES MGT, CO
BYER PROPERTIES
C & E DISTRIBUTING INC
C.G. ASSOCIATES
CABLE & WIRELESS, USA
CADORE MODA U.S.A.
CALIFORNIA MANUFACTURING TECHNOLOGY
CALIFORNIA SALES & USE TAX
CALIFORNIA STATE TEACHERS RETIRE
CAMDEN PARK
CAMPBELL B. LANIER, III
CAPITAL COMPANY OF AMERICA LLC
CAPITAL MALL
CAREDATA.COM
CARL THOME, O.D. - 55035
CAROL J. CHASE

                                      D-2

CATHCART ALLIED STORAGE CO., INC
CATHERINE CAMIRE
CB COMMERCIAL
CB RICHARD ELLIS
CBL & ASSOCIATES MANAGEMENT, INC
CBL MANAGEMENT, INC
CENTENNIAL PROMENADE
CENTRAL APPRAISAL DIST. TAYLOR CNTY
CENTRAL CITY CO
CENTRAL EUROPEAN CAPITAL INVESTORS
CENTRAL VALLEY ASSOCIATES
CENTRE EAST OFFICE
CERRO GORDO COUNTY TREASURER
CERTIFIED LABORATORIES
CHANDLER, WOOD, HARRINGTON & MAFFLY
CHAPMAN MAIN CENTR
CHARLES SCHWAB & CO INC #55095576
CHARLESTON COUNTY TREASURER
CHARLESTON NEWSPAPERS
CHARLIE JOHNSON
CHERYL A. COPE
CHESTER BURY, O.D. - 55176
CHIAPPE FAMILY TRUST
CHICAGO TRIBUNE
CHICO MALL ASSOCIATION
CHRIS TOWN CHAMBER OF COMMERCE
CHRIS WITTROCK
CHRISTOPHER CLARK, O.D. - 55138
CHRIS-TOWN COMPANY
CHRISTY LARSON, O.D. - 55334
CIBA VISION CORPORATION
CIC
CIMARRON PROPERTIES LLC
CIN ARVADA, L.P.
CINDY A HAMLIN
CIRCLE INTERNATIONAL
CIRCLE PLAZA DEVELOPERS
CITRUS PARK VENTURE,L.P.
CITY OF  ABINGTON
CITY  OF  ALEXANDRIA,  LA.
CITY  OF  ANNISTON
CITY OF BIRMINGHAM
CITY OF BLUEFIELD
CITY OF  CHARLESTON
CITY OF  CHESAPEAKE
CITY OF CLARKSBURG
CITY OF  COLONIAL  HEIGHTS
CITY OF DALLAS
CITY OF DECATUR
CITY OF FULLERTON
CITY  OF  GAINESVILLE
CITY  OF  GLENDALE
CITY  OF  HAMPTON
CITY OF HARTSELLE, ALABAMA
CITY OF IRONDALE
CITY OF JASPER
CITY OF LAWRENCEVILLE
CITY OF LOS ANGELES, MUNICIPAL SERV
CITY OF MOBILE
CITY OF MOBILE - BUSINESS LICENSE
CITY OF MORROW
CITY OF NEWPORT NEWS
CITY OF NORFOLK
CITY OF  RIVERSIDE
CITY OF ROANOKE
CITY OF SAN BERNARDINO
CITY OF SHREVEPORT
CITY OF SOUTH  CHARLESTON
CITY OF  STAUNTON
CITY OF SUFFOLK
CITY OF  TORRANCE
CITY OF VIENNA
CITY OF WARNER ROBINS
CITY TREASURER
CLACKAMAS ASSOCIATES, LTD
CLACKAMAS COUNTY TAX COLLECTOR
CLARKE AMERICAN
CLEANSOURCE
CLEANWAY L.S. INC.
CLEARVISION
COAST TO COAST INC.
COBRASOURCE, INC
COCHISE COUNTY TREASURER
CODDING ENTERPRISES
COLLECTOR TOWN OF EAST WINDSOR
COLLEGE SQUARE
COLLIERS INTERNATIONAL
COLORADO DEPARTMENT OF REVENUE

                                      D-3

COLORCHROME ATLANTA, INC
COLPAC
COLUMBIA MALL PARTNERSHIP
COMMISSIONER OF REVENUE SERVICES CT
COMMISSIONER OF THE REVENUE
COMPUTER FORMS & SYSTEMS, INC
CONCORDIA PROPERTIES, LLC
CONNECTICUT GENERAL LIFE
CONNECTICUT POST
CONNOLLY CONSULTING ASSOCIATES, INC
CONTINENTAL GLASS CO.
CONTINENTAL PRESS
CONTRA COSTA NEWSPAPERS
COOPER MANAGEMENT ASSOCIATES
COOPER VISION, INC.
CORAL RIDGE MALL
CORDILLERA INVESTMENTS INC
CORPORATE EXPRESS
COUNTY EAST MALL
COUNTY OF ALBEMARLE
COUNTY OF FAIRFAX
COUNTY OF LEXINGTON, SOUTH CAROLINA
COUNTY OF MONTGOMERY
COUNTY TREASURER
COURT TRUSTEE
COURTNEY PULKRABEK
CRANFORD TRANSPORTATION SERVICE INC
CREATIVE OPTICS
CREDIT SERVICE OF CENTRAL
CRESCENT COMMUNICATIONS, INC.
CROSSCOM NATIONAL, INC.
CROSSROADS CENTER-GGPLP
CROWN EQUIPMENT CORPORATION
CT FINANCE PARTNERSHIP, L.P.
CT OPERATING PARTNERSHIP
CTS
CULLMAN COUNTY SALES TAX
CURTIS 1000 INC
CURTIS BROEK, O.D.
CURTIS VOTAW, O.D. - 55038
CUSTOM COURIER SERVICE, INC.
CUSTOM EYES INC
CYNTHIA HAUSCHILD, O.D.
CYNTHIA WOO, O.D. - 55001
CYPRESS CREEK CO
D. ERVASTI SALES CO
DAC VISION
DAE CONSTRUCTION
DAILY PRESS
DAILY RECORD
DAIREN GOODMAN
DANA ROHLEDER, O.D.
DANIEL JENISCH, O.D. - 55002
DANIEL MESTAS
DANNY & KATHI BENNETT
DAREN GOODMAN
DATA STORAGE CENTERS
DATATEC
DATUM FILING SYSTEMS
DAVE GROSZ
DAVID I. FUENTE
DAVID CAMPAGNA, O.D. - 55039
DAVID J ANTONIE, O.D. - 55297
DAVID J BAUMANN
DAVID ROBINSON, O.D. - 55043
DAVID SCARBOROUGH
DAVID SCHMIDT
DAVID TANG, 0. D.
DAVIS OFFICE SUPPLY
DDRA COMMUNITY CENTERS FIVE, LP
DEANNA SATO
DEBARTOLO CAPITAL PARTNERSHIP
DEBRA B. WOYCE
DEBRA BRADFORD
DEL ROSA PLAZA
DELAWARE SECRETARY OF STATE
DENISE NELSON
DENNIS BUCK, O.D. - 55044
DENNIS CLEVELAND
DENNIS HOPKINS, O.D. - 55329
DENNIS MCCONNEL, O.D., - 55045
DENNIS PITKIN, O.D. - 55040
DENVER ROCKY MOUNTAIN NEWS
DENVER WEST VILLAGE, INC
DEPARTMENT OF LABOR & INDUSTRIES
DEPT OF LABOR
DESERT SKY MALL
DESIFN ELECTRICAL CONTRACTORS INC
DESIGN TYPE

                                      D-4

DEVELOPERS DIVERSIFIED
DIAGNOSTIC INSTRUMENT GROUP, INC.
DIANA M. MILLER
DICKINSON I.S.D. TAX COLLECTOR
DIGITAL VISION INC
DIKEOU REALTY
DINOVA PARTNERS, ACLP
DISCOVERY PLAZA
DOLLINGER CENTRAL ASSOCIATION
DON DEVICK
DON RICHARD ASSOCIATES OF GEORGIA
DONAHUE SCHRIBER REALTY GROUP, LP
DORCHESTER COUNTY
DOREEN CASSIDY
DOROTHY PORTERFIELD
DOUGLAS COUNTY
DOUGLAS MINER, O.D. - 55048
DR LE ANN SUNDHAGEN
DR MARSHA HOLSTAD
DR SHANON G BENCKER
DR. AMY BERG
DR. ANTHONY FERRIS
DR. BRUCE MOEN
DR. BYRON FLECK, O.D.
DR. CAROL A. MURIE
DR. CHANNING SMTIH
DR. CHARLES PICARD
DR. DAN FEULING
DR. DAVID REMBOLT
DR. DONALD PFAU
DR. FABIAN J. BUCKLEY
DR. FRANK COLLINS, O.D.
DR. IRA DAVIS
DR. J. CHRISTENSEN
DR. J. J. KISCH
DR. JACK WATZKE
DR. JAMES BUCKLEY
DR. JAMES CONNELLY
DR. JARROD ALLEN NELSON
DR. JEAN M. TASLER
DR. JUDITH K. SWEZEY
DR. JUDITH K. SWEZEY-PATTERSON
DR. JULIE A LAGODINSKI
DR. KREG HARPER
DR. L. JAMES ROCHOVITZ
DR. LARRY SAYLER
DR. LAURA FLOCKENCIER
DR. LAURA TOEFER
DR. LEROY DAVID DUFF/VALLEY VISION
DR. MARGARET BENCK
DR. MARY ZEISE
DR. MYREL A NEUMANN
DR. NANCY STAROSIAK
DR. PAUL DUBBELS
DR. ROBERT L. FRIESE
DR. SAM SKOVIERA
DR. SANDRA WILSON
DR. SHARI KENSOK
DR. SHARON LORTON
DR. STEPHEN R. BUSTARD, O.D.
DR. STEVEN M. AGNES
DR. TERESA THEOBALD
DR. THOMAS BARBER
DR. THOMAS KEENE
DR. THOMAS KOLL
DR. THOMAS WARD
DR. TRACY KOCEMBA
DSA COMMUNITY PUBLISHING
DSL SERVICE COMPANY INC
DSRG - MARKETPLACE 99
DSRG - WAL MART CENTRAL
DSRG PLACENTIA 11
DSRG-SANTA ROSA MARKETPLACE
DTI
DTI - VENDOR
DUANE ROWE, O.D. - 55170
DUCKHORN PARTNERS, LP
DUN & BRADSTREET
DVM COMPANY
DVM COMPANY (METROPLEX-4829)
DYNAMIX GROUP
E. SAM JONES DIST., INC
EARL K. WOOD TAX COLLECTOR
EAST CENTRAL ELECTRIC ASSOCIATION
EAST CENTRAL ENERGY
EAST MESA ASSOCIATES LTD. PARTNER
EAST WENATCHEE PROPERTY, LLC
EASTON PUBLISHING COMPANY
E-CONNECT SOLUTIONS, INC.

                                      D-5

ED BEDROSIAN
EDIE ROBERSON
EDUARDO A. EGUSQUIZA
EDVIN MANNIKO, O.D. - 55168
EDWARD L JONES, O.D. - 55010
EDWINA ALVAREZ
EJD ENTERPRISES, INC
EL PASO COUNTY,  TREASURER ELEANORE KERMANI
ELITE PERSONNEL SERVICES
ELIZABETH A. LANDERS
ELIZABETH SOBANJO,O.D.
ELKCO OPTICAL
ELKHORN WATT SQUARE ASSOCIATES
ELLIOT MEGDAL AND ASSOCIATES
ELRON SOFTWARE
EMCON ASSOCIATES, INC
EMPLOYERS INSURANCE CO OF NEVADA
ENGINEERING SERVICES
ENTERPRISE-RECORD
EQUITABLE LIFE ASSURANCE SCO
ERIC BODEN
ERIC KLEINFELD
ERIC TYLER, O.D.
ERMCAR, INC
ERNST & YOUNG LLP
ESSILOR INSTRUMENT DIVISION
ESTHER MELE, O.D.
ETHEL STANBROUGH
EVAN SUMMERS, O.D. - 55134
EVERWEST - FOOTHILLS FASHION MALL
EXCEL
EXCEL EYEWEAR
EXECUSTAY BY MARRIOTT
EXECUTIVE RECRUITMENT SPECIALISTS
EXECUTIVE RECRUITMENT SPECIALISTS
EYE Q EYEWEAR
EYECARE PARTNERS, P.C.
EYECARE PLAN OF AMERICA
EYECON OPHTHALMICS, INC
EYEWEAR DESIGNS, LTD
F. CARDINAL COATE
FALLON J. MIKULA
FAMILY OPTOMETRIC ASSOC
FARIBO WEST MALL
FEDERAL EXPRESS
FESTIVAL OF TREES
FHK STOCKTON PARTNERS
FHS ASSOC MORGAN HILL L.P.
FIDELITY INFORMATION SYSTEMS &
FIDELITY MANAGEMENT INVESTMENTS
FIL - TECH
FIREHOUSE PLAZA PARTNERS
FIRST SENTRY PROTECTION, INC
FIRST TRUST
FIRST TRUST CORPORATION - 401 (K) MIDWEST
FIRST UNION NATIONAL BANK
FIVE LAKES CENTRE
FLAGSTAFF MALL
FLEET FUELING
FLEISHMAN HILLARD
FLORIDA  DEPARTMENT OF REVENUE
FNL SEGREGATED  FUNDS - ESCROW TO BUYERS
FOOTHILL PACIFIC TOWNE CENTRE
FOR BUSINESS TECHNOLOGIES, INC.
FOREST CITY MGT.INC
FORREST REED
FORSYTH COUNTY TAX COMMISSIONER
FORT BEND COUNTY TAX ASSESSOR
FOSTER GROUP PARTNERSHIP
FOUNTAINHEAD PDP
FOUNTAINHEAD PDP - ADVERTISING
FOUR POINTS SHERATON HOTEL
FOUR WHEELS CO. 5
FRANKLIN MICHELSON, O.D.
FRED DOWNARD, O.D. - 55049
FRED MEYER STORES
FREDERICK PRINS, O.D. - 55050
FRIT ESCONDIDO PROMENADE, LLC
FRONTIER COMMUNICATIONS
FT RUCKER. PX
FULTON COUNTY TAX COMMISSIONER
FULTON PAPER
FUND A MAGIC VALLEY, INC
GABRIEL JEIDEL
GALLATIN MALL GROUP, LLC
GALVESTON COUNTY TAX OFFICE
GANNETT NJ NEWSPAPERS
GARGOYLES, INC

                                      D-6

GASKA, INC
GATES MCDONALD
GATEWAY MALL-GENERAL GROWTH PROP
GATOR ENTERPRISES, INC
GAZETTE TELEGRAPH LEDGER ADVERTISING
GDM CONCEPTS
GE CAPITAL
GE INFORMATION SERVICES, INC
GEEZERS
GENERAL GROWTH PROPERTIES
GENERAL GROWTH PROPERTIES-BELLIS FR
GENTEX OPTICS
GEORGESON SHAREHOLDER COMMUNICATIONS
GEORGETOWN COUNTY, SOUTH CAROLINA
GEORGIA DEPARTMENT OF REVENUE
GEORGIA STAGE COSTUME SHOP
GERALD L. WINN
GERBER OPTICAL, INC.
GERBER OPTICAL, INC.
GGP LIMITED PARTNERSHIP
GGP/HOMART (WEST OAKS)
GGP/HOMART II LLC - ALTAMONTE MALL
GIBBS MANAGEMENT GROUP INC
GILES CONSTRUCTION, INC.
GITANO FASHIONS LIMITED
GLEN ISAACSON, O.D. - 55192
GLENN FREUDENBERGER, O.D. -55340
GLENN KALLEVIG, O.D.
GLOBAL COMPUTER SUPPLIES
GLOBAL CROSSING TELECOMMUNICATIONS
GLOBAL KNOWLEDGE
GLOBES NEWS
GMS REALTY, LLC
GOLD MEDAL FIXTURE CO
GOLD METAL FIXTURE COMPANY - VENDOR
GORDON L. LINDLEY, O.D.
GRACIELA MURILLO
GRAINGER
GRANDEE OWENS, O.D.
GRAY ENTERPRISES
GRAYS HARBOR COUNTY TREASURER
GREAT LAKES COATING LABORATORY
GREAT MALL OF THE BAY AREA
GREELY MALL MANAGEMENT OFFICE
GREENVILLE COUNTY TAX COLLECTOR
GROBET/VIGOR OPTICAL COMPANY
GROBETNIGOR OPTICAL COMPANY
GTE CALIFORNIA
GTE FLORIDA
GTE HAWAIIAN TEL
GTE NORTH
GTE NORTHWEST INCORPORATED
GTE SOUTH
GTE SOUTHWEST INC.
GUY LAROCHE NORTH AMERICA INC
GUY LUPIEN
GWINNETT COUNTY TAX COMMISSIONER
H & R MANAGEMENT, INC.
H & S WELDING, HEATING & A/C INC
H M A ENTERPRISES-SEA MALL, LP
H RWORK, L. L.C.
H.L. BOUTON COMPANY, INC
HAAG-STREIT USA, INC.
HAB-BPT
HABERSHAM COUNTY
HANDS EQUITY
HANDYMAN'S INC
HANG UPS 11
HANSON PACKAGING
HARDEN RANCH PLAZA ASSOC
HARGRAY TELEPHONE COMPANY
HAROLD FORD
HART ESTATE DEVELOPMENT COMPANY
HART SPECIALTIES
HARTFORD LIFE & ACCIDENT INS CO
HARVEY CAPITAL CORP
HAVASU MART
HAWAII MEDICAL SERVICE ASSOCIATION
HAWAII STATE TAX COLLECTOR
HAWK ENTERPRISES
HAWTHORN SUITES
HCN
HEIDI HUBBARD
HELENE NGUYEN, O.D. - 55097
HENDERSON-PROSPECT PARTNERS
HEWLETT PACKARD
HIGHWAY 92 LLC
HILCO EYEGLASS REPAIR CENTERS
HILTON DENVER TECH SOUTH

                                      D-7

HILTON GARDEN INN RENTON
HOLBROOK, HEAVEN & OSBORN,P.A.
HOLIDAY INN EXPRESS
HOLLY JO DARE
HOLOX LTD
HOWARD SHORE ASSOCIATES
HOYA VISION CARE
HRWORK, L. L. C.
HUDSON CATSKILL NEWSPAPERS
HUDSON OPTICAL CORP
HUMPHREY SYSTEMS
HYMAN FAMILY TRUST
I N DO
INTERCALL
I PD
IBM CORPORATION
IDAHO SALES & USE TAX
IDS LIFE INSURANCE CO
ILLINOIS COLLEGE OF OPTOMETRY
ILLINOIS DEPT OF REVENUE
INDEPENDENCE COUNTY
INDEPENDENT TRIBUNE
INDIANA CASH DRAWER COMPANY
INDO
INDUSTRIAL DEIONIZED WATER
INLAND DIAMOND PRODUCTS CO
INTERCALL
INTERNATIONAL ACCESSORIES
INTERNATIONAL HOUSE
INTERNATIONAL VISUAL CORPORATION
INTERSTATE CONSOLIDATED IND
INTER-TEL
INVESTEC MANAGEMENT CORP
IPD
IRENE CHEN, O.D. - 55113
IRSIDOL
IRVINE RETAIL PROPERTIES CO
ITR OF GEORGIA
IVAN LEE, O.D.
IVAN NETTER
J & K OPHTHALMICS
J. SMITH LANIER & CO.
J. SMITH LANIER, II
JACALYN PALAS
JACK NADEL INC.
JACKSON BENTLEY, O.D. - 55112
JACKSONVILLE AVENUES LIMITED PART
JAMES & LOIS WATERS
JAMES A. STEWART, O. D.
JAMES BARDEN
JAMES BRITT ENTERPRISES, INC
JAMES E. KANALEY
JAMES EYEWEAR COMPANY
JAMES W. KRAUSE
JAMES MCINNIS
JAMES PETRO, O.D.
JAMES RUETER
JAMES VALE, O.D.- 55054
JAMES W. KRAUSE
JAMES WILEY, O.D. - 55055
JANICE MILLER
JASON BRADLEY, O.D.
JASON SETTLEMIER, O.D. - 55056
JAY JOHNSON
JAY MOORE
JDA SOFTWARE, GROUP
JEANETTE R. SMYTH, O.D.
JEANNE THURBER, O.D.
JEFF HAVEL, O.D. -55268
JEFF LAMARRE, O.D.
JEFF T. BUSBEE
JEFFERSON COUNTY DEPT OF REVENUE
JEFFERSON COUNTY TREASURER
JEFFREY BUTTS, O.D. - 55328
JEFFREY H. TAMKIN
JEFFREY HEICKLEN
JEFFREY J. HUMME
JENNIFER DE JOHN
JENNIFER JENSEN, O.D.
JENNIFER JUANG 0. D. - 55322
JENNIFER M. WILDIN
JENNY ZAHND
JERRY STRASSMAN, O.D. - 55061
JETIVIA S.A.
JG SOUTHCENTER, LTD.
JILL K. TAYLOR
JIM HERRON
JIM KERNODLE, O.D.
JIM RILEY

                                      D-8

JODY PAPAZEKOS, O.D.
JOE CHRISTEN
JOE ELLIS MILLER, O.D.
JOE ROTH
JOHN CASTRO O.D. - 55317
JOHN MEINHOLD, O.D.
JOHN PLOW, O.D.
JOHN ROSS, O. D.
JOHN SNYDER, O.D.
JOHN WARREN
JOHNIE JARNAGIN
JORGEN NELSON, O.D. - 55062
JOSEPH BRAUN, O.D. - 55063
JOSEPH J. SCRENOCK
J-THREE
JULIO C. VEGA
JUNE GARRISON, TARRANT COUNTY
KAN DI/CROSSROADS 1999 LLC
KANSAS DEPARTMENT OF REVENUE
KAREN SANDOVAL
KARL OHLSSON, O.D.
KARLA VICTORIA RIZO
KATHLEEN J. SEIBERT
KATHLEEN KRIEGEL
KATHLEEN TOY
KATHY L ROWE
KAY L SMARZINSKI, O.D.
KB RETAIL PROPERTIES, LP
KEITH HOLLIFIELD
KELLEY COOK
KEN FEINAUER, O.D.
KEN JEFFERS, O.D. - 55220
KEN PLEDGER
KENMARK OPTICAL COMPANY
KENNEDY MALL - 005 0063
KENTUCKY STATE TREASURER
KEVIN HALL
KEVIN R WALD
KEY CORP LEASING, A DIVISION OF
KEY LUNETTES INC
KILPATRICK STOCKTON LLP
KING COUNTY STATE OF WASHINGTON
KIRKWOOD MALL
KITSAP MALL
KJ CONTRACTING
KLN DISTRIBUTING, INC
KOLL MANAGEMENT SERVICES, INC
KOVEL/FULLER - ADVERTISING
KOVEL/FULLER ADVERTISING
KPL
KRIS RICHMEIER, O.D.
KRISTEN MELLINGER, O.D. - 55331
KTJ LIMITED PARTNERSHIP ELEVEN
K-VAC ENVIRONMENTAL SERVICES
KYLE JONES, O.D.
L & B FIESTA MALL, INC 7727
L & M DLNN PROPERTIES
L & M INVESTMENT CO
L.A. FIRE & POLICE PENSION
LA CRESCENTA PROPERTIES
LA SALLE PARTNERS MANAGEMENT
LABAR COMPANY
LABEL TRONIX
LABOR READY MIDWEST, INC.
LABOR READY, INC
LABORATORY CORPORATION OF AMERICA
LAKE GREENHAVEN PROFESSIONAL CENTER
LAKE LANIER ISLANDS
LAKELAND MALL
LAKEMOOR PROPERTIES
L'AMY INC
LANCASTER MALL DEVELOPMENT
LANCE MINTLE, O.D. - 55194
LANIER WORLDWIDE, INC.
LARIMER COUNTY TREASURER
LARRY BREAZEAL, O.D. - 55310
LARRY ROBERTSON, O.D. - 55069
LARRY SUMNER, O.D. - 55258
LAS VEGAS REVIEW-JOURNAL AND SUN
LAURA HOBSON
LAURA L. FORBES-DILBECK
LAUREL MCGILLVROY
LAURENT BENSOUSSAN
LAWRENCE EYEWEAR INC
LAWRENCE WANG O.D. - 55320
LEND LEASE AAF
LENS PROCESSING TECHNOLOGIES, INC
LEONARD ACHIRON, O.D.
LEONARD MUSCOLINO, O.D.

                                      D-9

LEWIS OPERATING CORP
LEWIS STEINFELD, P.C.
LEXMARK INTERNATIONAL INC,
LI NA
LIBERTY DISPLAY GROUP
LIBERTY OPTICAL
LIFE LINK INTERNATIONAL
LIMITED EDITIONS
LINA
LISA EDMONDSON
LISA HELVIG
LOGAN COUNTY TREASURER
LOGO PARIS INC
LOH OPTICAL MACHINERY, INC.
LOMBART INSTRUMENT COMPANY
LON MOOREFIELD, O.D.
LOOKER & HUNT ARCHITECTS INC
LOREN LOPER, O.D. - 55070
LOREN STUECKLE, O.D. - 55071
LORENZO F. JONES, OD
LOS ANGELES NEWSPAPER GROUP
LOS ANGELES TIMES
LOUIS BORICK
LOUIS GOODMAN
LOUISIANA WORKER'S COMP. CORP.
LOVE LESS/TOLLEFSON PROPERTIES
LOWNDES COUNTY TAX COMM
LPL PROPERTIES OF CALIFORNIA, LTD
LPL PROPERTIES OF CALIFORNIA, LTD
LUBBOCK CENTRAL APPRAISAL DIST
LUCIA TREDICI, M.D.
LUMPKIN COUNTY TAX COMMISSIONER
LUNETTES GRASSET ET ASSOCIES
LUSK,TAGGART & ASSOCIATES, PLLC
LUTHERAN BROTHERHOOD, FBO
LUX DE PARIS, INC.
LYNDEN AIR FREIGHT
M & H REALTY PARTNERS III LP
M CS I
M&H REALTY PARTNERS IV L.P.
MABIE & MINTZ
MAC SOURCE INC
MACERICH COMPANY
MACERICH LAKEWOOD, LLC
MACERICH MARINA LTD PARTNER
MACERICH PARTNERSHIP, LP
MACERICH RIMROCK LTM PARTNERSHIP
MACHINE TOOLING SUPPLIES
MADISON MARQUETTE RETAIL SERVICES,
MAILING LISTS & MKTG, INC
MALAN MIDWEST L.L.C.
MANAGED CARE SYSTEMS, INC
MANCHESTER CENTER
MANO MANAGEMENT CO
MAP INC
MARCHON EYEWEAR INC
MARCY L BERNA
MARIA RUIZ
MARIANNE RIPTON, O.D.
MARICOPA COUNTY TREASURER
MARIETTA CORSO
MARINE CORP EXCHANGE
MARINE OPTICAL INC
MARK JACOBS, O.D.
MARK JAMES
MARK T. HUNT, O.D.
MARK W. SCHOFIELD, COUNTY ASSESSOR
MARKETPLACE CENTER
MARSHALL M. LITCHMANN
MARSHALL SQUARE SHOPPING CENTER LTD
MARTI BEDWELL
MARTIN COHEN, O.D.
MARY BUTTON, O.D. - 55161
MARY HARMON
MARY MATHIAS, O.D.
MARY-JO GARCIA
MASSACHUSETTS DEPT OF REVENUE
MASSACHUSETTS MUTUAL LIFE INS
MATANUSKA ELECTRIC ASSOCIATION, INC
MATANUSKA TELEPHONE ASSOC.
MATRIX FUNDING GROUP
MATTHEW BENDER & CO. INC.
MATTHEW BLANTON, O.D.
MAX ARCHER, O.D. - 55074
MAYFLOWER TRANSIT, INC.
MCCLELLAN HUNTER
MCDUFFIE CO TAX COMM
MCF LINO LAKES
MCGEE GROUP

                                      D-10

MCGRATH-RHD PARTNERS
MCI TELECOMMUNICATIONS
MCI WORLDCOM COMMUNICATIONS INC
MCI WORLDCOM TECHNOLOGIES, INC
MCMASTER-CARR
MCS1
MCSWEENEY, BURTCH & CRUMP
MEADOW INVESTMENTS TWO, LLC
MEDAPHIS PHYSICIAN SERVICES CORP
MEDICAL ARTS PRESS
MEDICAL ARTS PRESS
MEDTOX LABORATORIES
MEESPIERSON N.V.
MEIJER, INCORPORATED
MELIBRAD
MELISSA SEVERNS, O.D.
MELODIE CRISPEN
MELVIN S. ROOS AND CO., INC.
MELVIN SIMON & ASSCO/ANCHORAGE
MERCED MALL, LTD
MERCED SUN STAR
MERRILL LYNCH NEW BRUNSWICK - STOCK
MESA PARTNERS
METRO BUILDING MAINTENANCE CO.
METRO POINTE RETAIL ASSOCIATES
METRO SALES INC
METRO TECH SERVICE CORP
METROPOLITAN LIFE INSURANCE CO
METROPOLITAN TECHNOLOGIES, INC
MEXICO LINDO
MG DISPOSAL
MICHAEL BECKERMAN, O.D. - 55221
MICHAEL J. BODEN
MICHAEL DERUBEIS, O.D. - 55075
MICHAEL ERICKSON, O.D. - 55143
MICHAEL ERICKSON, O.D. - 55143
MICHAEL KLINDWORTH, O.D. - 55201
MICHAEL MATTSON, O.D. - 55166
MICHAEL ONYON, O.D.
MICHAEL TAM, O.D. - 55303
MICHAEL THOMAS
MICHELE CAVALHO
MICHELE JANZEN
MICHELLE EVANS
MICHELLE K. MURRAY
MICHELLE KARAGIANES
MICHELLE SANCHO, O.D. - 55335
MICHIGAN DEPT. OF TREASURY
MIDWEST - MN CARE TAX
MIDWEST SALES TAX
MIKE ALBERT LEASING , INC.
MIKE CONLEY
MIKE MASUCCI
MIKE SHANNON
MILLER & WILCOX, LTD
MILTON SWEDBERG
MINNESOTA DEPARTMENT OF REVENUE
MIRA MESA SHOPPING CENTER WEST
MIRIAM K. JOHNSON
MISC TAX
MISC TAX - TAX SERVICE FEES
MISSION GORGE SQUARE
MISSOURI DEPT OF REVENUE
MITCHELL GOODMAN
MITCHELL NEWS-JOURNAL
MJM FILM AND VIDEO
MN TAX
MOBILE COUNTY
MOORE & SYMONS, INC.
MORGAN COUNTY SALES TAX OFFICE
MORSE ELECTRIC, INC.
MPSC REFUND ACCOUNT
MR. JACK CARTER
MRP INSTITUTIONAL ASSOC
MS1
MULTI USER SOLUTIONS
MULTNOMAH COUNTY OREGON
N & S MACHINE COMPANY, INC
N EX
N EXCOM
NANCY LOVELAND, O.D.
NANOFILM CORPORATION
NATALIE YAMPOLSKY, O.D. - 55257
NATIONAL ASSOCIATION OF OPTOMETRIST
NATIONAL DIRECTORY SERVICE, INC
NATIONAL EVENT MARKETING INC.
NATIONAL OPTRONICS, INC.
NATIONAL RESEARCH BUREAU
NATIONAL YELLOW PAGE SERVICE, INC

                                      D-11

NAVAL EXCHANGE NEX BRUNSWICK
NEAL GARHOFFER, O.D. - 55076
NELDA WELLS SPEARS
NET TEL COMMUNICATIONS
NETISYS
NETSOURCE INTERNATIONAL INC. (NSI)
NEVADA BELL
NEVADA DEPARTMENT OF TAXATION
NEW ENGLAND OPHTHALMIC
NEW HORIZONS COMPUTER LEARNING
NEW MILLENNIUM EYEWEAR
NEW RESOURCES CORPORATION
NEW RIVER ASSOCIATES
NEW STAR CORP - VENDOR
NEW YORK DEPARTMENT OF LABOR
NEW YORK STATE CORPORATION TAX
NEW YORK STATE SALES TAX
NEWHALL LAND & FARMING CO
NEWS & RECORD
NEX
NEXCOM
NICHOLAS WISSINK, O.D. - 55078
NICK PAGE
NICKEL INVESTMENT COMPANY
NICOLE BERHOW, O.D. - 55316
NJ TAX
NORTH AMERICAN COATING LABORATORIES
NORTH CAROLINA DEPARTMENT OF INSURA
NORTH CAROLINA DEPARTMENT OF REVENUE
NORTH COUNTY TIMES
NORTH DAKOTA STATE TAX COMMISSIONER
NORTHERN INSTRUMENT
NORTHERN STATES POWER COMPANY
NORTHGATE MALL PARTNERSHIP
NORTHWEST EYE TEMPORARY SERVICES
NOUVEAU EYEWEAR
NU-TEC OPTICAL EQUIPMENT INC
NY OPTICAL
OAK GROVE EQUITIES
OAKRIDGE MALL
OCULAR SCIENCE
OFFICE DEPOT, INC
OFFICE OF THE LABOR COMMISSIONER
OFFICE TEAM
OLDE WORLD CORPORATION
OLIVER CHIEN, O.D. - 55135
OLIVER-ALLEN CORPORATION
OLSTEN STAFFING SERVICES, INC
OLYMPIC PRINTING
OMNI BUSINESS PRODUCTS, INC
ON - GUARD
ON THE GO
ONEIDA REALTY COMPANY
ONTARIO MILLS LTD PARTNERSHIP
OPHTHALMIC INSTRUMENTS N.W.
OPTICAL ILLUSIONS INC
OPTICAL LABORATORIES ASSOCIATION
OPTICAL LABORATORY SUPPLY INC
OPTICAL MACHINERY, INC
OPTIKA
OPTIMA INC
OPTOVISION TECHNOLOGIES
ORACLE LENS MANUFACTURING CORP
ORANGE COUNTY TAX COLLECTOR (CA)
ORANGEBURG COUNTY TREASURER
ORLANDO FASHION SQUARE MALL
OSWEGO TOWN SQUARE
OTR/LANDGRANT WHITNEY RNCH CT
OVIEDO MARKET PLACE
PA. DEPARTMENT OF REVENUE
PACIFIC BELL
PACIFIC PLAZA
PADDOCK MALL ASSOCIATES
PAGING NETWORK OF ATLANTA
PAINE WEBBER. TRUSTEE FBO
PALM COURT AT EMPIRE CENTER
PAM ROBERTS
PAMELA BISIKIRSKI
PAN PACIFIC (MARINA VILLAGE)
PAN PACIFIC RETAIL PROP
PAN PACIFIC RETAIL PROPERTIES
PARK MALL SHOPPING CENTER
PARKWAY PORTFOLIO
PATRIC L. WELCH
PATRICIA CARUSO, O.D.
PATRICIA YOUNGQUIST, O.D.
PATRICK PADRNOS, O.D. - 55186
PAUL BETTENCOURT
PAUL NEELLEY

                                      D-12

PAUL OLSON
PAUL PLEVIN & SULLIVAN
PAUL REVERE INSURANCE GROUP
PAUL WATSON LAMBERT
PAULETTE STAHOVIAK
PAVILIONS AT SAN MATEO
PENNY MACE
PENTAX VISION
PERIPHERAL VISION
PETER CHILI, O.D. - 55080
PETER J. SOLOMON COMPANY, LTD
PETER P. BOLLINGER
PETER T. SOCHA
PETER TIMMERMAN
PG&E
PHANTOM RESEARCH LABORATORIES INC
PHILADELPHIA NEWSPAPERS, INC.
PICKENS COUNTY TREASURER
PIMA COUNTY SHERIFF'S DEPT
PINAL COUNTY ASSESSOR
PINE REALTY INC
PINKERTON
PINNACLE BUSINESS SYSTEMS
PIONEER PROPERTIES
PITNEY BOWES - CREDIT LEASE
PLACER COMMUNITY NEWSPAPER
PLASTIC DESIGN & MANUFACTURING INC
PLAZA AT WEST COVINA
PLAZA BONITA LLC
PMC TECHNOLOGIES
POLAROID EYEWEAR DIST, INC.
PONDEROSA PLAZA MALL
PONY EXPRESS
POSEIDON GROUP INTERNATIONAL
POTOMAR NEWS
POUGHKEEPSIE JOURNAL
POUGHKEEPSIE JOURNAL
POWAY PLAZA
PPR CASCADE, LLC
PPR KITSAP MALL, LLC
PPR REDMOND RETAIL LLC
PR NEWSWIRE
PREFERRED ADMINISTRATIVE SERV
PREVENT BLINDNESS AMERICA
PRICE DEVELOPMENT COMPANY
PRICE FINANCING PARTNERSHIP
PRICE SPOKANE LIMITED PARTNERSHIP
PRICE-HERRING, LLC
PRICEWATERHOUSE COOPER LLP
PRINTMASTERS
PRO SPECIALTIES GROUP INC
PROCARE EYE EXAM, INC
PROJECT 70 AUDIO SERVICES, INC
PROLIFICS
PRO-OPTICS, INC.
PROPERTY DEVELOPMENT ASSOCIATION
PTI COMMUNICATIONS
PUBLIC SERVICE COMPANY OF COLORADO
PUEBLO MALL LLC
PUGET SOUND ENERGY
QUALIFIED BENEFITS INC.
QUIK-STIK
R.H. BURTON COMPANY
R.M. WIELAND CO., INC.
R.Q. OPTOMETRY
R/M VACAVILLE LTD
RALPH SUFFOLK, O.D.
RALPH WILSON, O.D.
RAMIRO R. CANALES
RAMSEY ASSOCIATES
RANDSTAD STAFFING SERVICES
RANDY WOOLF, O.D. - 55248
RAPID CITY JOURNAL
RAPIDS PARISH SALES TAX FUND
RASHA KUMAR, O.D. - 55198
RAY NINE'S CLEANING SERVICE
RAYMOND DUNN
RAYMOND YOUABIAN
READING EAGLE COMPANY
REBECCA C. ARCHIBOLD
RED CLIFFS MALL
REGE LUNNETTES
REGENCY CENTERS, L.P.
REGENCY LIGHTING
REGINALD DE LA CUESTA
REGIONS LEASING
REM
RENO GAZETTE JOURNAL
REPORTER

                                      D-13

RESIDENCE INN LAS COLINAS
RETAIL INVESTMENT IT, LLC
RGIS INVENTORY SPECIALISTS
RICH & SMITH, P.C.
RICH PRINTING INC.
RICH/GARDNER
RICHARD A CORDLE, TREASURER
RICHARD D. ANDERSON
RICHARD HUFFMAN, O.D. - 55172
RICHARD MURRAY, O.D. - 55082
RICHARD MYOTT
RICHARD TEIXEIRA
RICHARD WORKMAN
RICHARD ZOLLER, O.D. - 55188
RICHARDS COMPUTER
RICHMOND NEWSPAPER, INC.
RICK LYONS
RICK MORLEY
RITE AID CORP
RIVER PLACE PARTNERS
RIVIN PROPERTIES
RJR MANAGEMENT ONE, LLC
ROB CHRISTENSON, O.D
ROBBIN JARVIS
ROBERT BEADERSTADT, O.D. - 55083
ROBERT E PETKIN
ROBERT G. VAUGHN, O.D.
ROBERT HARTSELL, O.D.
ROBERT KANOCZ, O.D. - 55084
ROBERT LABRADO
ROBERT ROSALES, O.D. - 55023
ROBERT SCHOUTEN, O.D. - 55086
ROBERT STEIN
ROBERT WAGNER
ROBINS AFB EXCHANGE
ROCK HILL TELEPHONE COMPANY
ROGER FREEMAN, O.D. - 55315
ROGER SCHMIDT
ROI
ROMAC INTERNATIONAL, INC
RON FLANNERY, O.D. -55224
RON SIMPSON
RONALD BESS
RONALD J. GREEN
ROOSEVELT NEX SERVICES
ROSEANNE CASE CO
ROSEVILLE SQUARE PARTNERS, LTD
ROSILAND HURSH, O.D. - 55260
ROWS OPTICAL CASE CO
ROY CLAPPER, O.D. - 55087
ROYAL CUP
RP INVESTMENT REALTY - VENDOR
RPP ROSECRANS ASSOCIATES, LLC
RPS, INC.
RUSSELL THOMPSON, O.D. - 55242
S & T OFFICE PRODUCTS, INC
S F I
SAFECO CAPITAL CORP.
SAFETY SOUTH SUPPLIES, INC
SAFILO USA
SAFILO USA - DIRECT
SAHARA PAVILION NORTH US INC
SALEM DISTRIBUTING CO., INC.
SAN ANTONIO CENTER ASSOC
SAN BERNARDINO SUN
SAN DIEGO GAS & ELECTRIC
SAN FRANCISCO NEWSPAPER AGENCY
SAN JOSE MERCURY NEWS
SANDERS CONSTRUCTION CO./GATEWAY
SANDRA MANDRE
SANTA MARIA TIMES
SANTINELLI INTERNATIONAL
SAPHOL ROS, O.D. - 55089
SARAH CHOI, O.D. - 55278
SAS PROMOTIONS
SAVANNAH NEWS-PRESS
SCHMIDT LABORATORIES INC
SCHULTZ COTTAGE GROVE PARTNERS
SCOTT BAGLIN
SCOTT COMER
SCOTT HYDE
SCOTT MARYNAK
SCOTT SWANSON
SCS FLOORING SYSTEMS
SDG MACERICH PROPERTIES, LC
SEATAC MALL MERCHANTS ASSN.
SECRETARY OF STATE - ILLINOIS
SECURITY LINK FROM AMERITECH
SEIKO OPTICAL PRODUCTS INC

                                     D-13

SEMINOLE TOWNE CENTER LIMITED
SERENGETI EYEWEAR, INC
SERRA CENTER
SFI
SHANE-MICHAEL OPTICAL CO.
SHAPELL INDUSTRIES, INC
SHARON BATEK, O.D.
SHAWN BRITTAIN, O.D. -55129
SHAYNE SHERIDAN, O.D.
SHEA 90 CORPORATION
SHELBY COUNTY
SHERATON GATEWAY HOTEL
SHERI MCGURK, O.D.
SHERMAN-HOOLIHAN PROPERTIES
SHERRI HORWITZ, O.D. -55104
SHERRIE SHUPE
SHIELD LENSCARE PRODUCTS, INC.
SHILO INNS
SHUKO HARA
SIENA, O.D.
SIGNATURE EYEWEAR
SIGNET ARMORLITE, INC.
SILOR OPTICAL, INC.
SILOR OPTICAL, INC.- ESSILOR
SIMOD TELECOMMUNICATIONS
SIMON BOLIVAR SOCCER LEAGUE
SIMON DEBARTOLO GROUP
SIMON PROPERTY GROUP LP
SIOUX CITY COMFORT INN
SLAUSON ASSOCIATES
SMART TRADING CO
SNET
SO CALIF SECURITY
SOFTMART COMMERCIAL SERVICES, INC.
SOLA OPTICAL USA, INC.
SONORA CROSSROADS PROPERTIES LLC
SOUND GLASS SALES INC.
SOURCE BUSINESS FORMS INC
SOUTH CAROLINA DEPT OF REVENUE
SOUTH HILL MALL
SOUTHBRIDGE MALL
SOUTHERN CALIFORNIA EDISON COMPANY
SOUTHERN CALIFORNIA GAS
SOUTHWEST MATERIAL HANDLING INC.
SOUTHWEST PLAZA-GGPLP
SOUTHWESTERN BELL
SOUTHWESTERN BELL TELEPHONE
SPECTACULAR PRODUCTS INC
SPECTRUM LIFTS & LOADERS, INC.
SPOKANE COUNTY TREASURER
SPOKANE MALL DEVELOPMENT COMPANY
SPRINT
SRPMIC
SRT
ST CLOUD POST OFFICE
ST. MORITZ
STACY HARRISON, O.D. - 55232
STACY METZGER, O.D.
STAFFING SOLUTIONS
STAFFORD CONSOLIDATED TAX OFC
STAN DAVIS
STANDARD INSURANCE COMPANY
STANDARD MANAGEMENT CO
STANDARD TEL
STANLEY SAMUELS, O.D. - 55088
STATE OF ARKANSAS
STATE OF CALIFORNIA
STATE OF CONNECTICUT
STATE PORT PILOT
STATE TREASURER - TEXAS
STEAMATIC
STELLAR INTERNATIONAL HOLDINGS
STEPHEN F. PHILLIPS, O.D.
STEPHEN HARTUNG- 55290
STEPHEN HEADLEE, O.D,
STEPSTONE REAL ESTATE
STERLING COMMERCE
STEVE A HUERTA
STEVE SERVEY, O. D.
STEVE WILSON
STEVEN MULLINS, O.D. - 55154
STEVEN POLATIS, O.D. - 55189
STEVEN SCHIREMAN, O.D. - 55280
STEWART MECOM, O.D. - 55093
STOCKDALE TOWN CENTER
STUART WEINBAUM, O.D.
STUDIO COLLECTIONS
SUN RING OPTICAL MANUFACTORY
SUNGARD RECOVERY SERVICES INC

                                      D-14

SUNNYVALE TOWN CENTER
SUNSET LIGHTING
SUPERIOR FRAME LINE INC
SURE AIR LTD
SUSAN DEVINE OD
SUSAN HOREAK, O.D. - 55159
SUZANNE STREFF, O.D. - 55226
SYNERGY 2000, INC.
TACOMA MALL
TAMI ELLER
TANNERS CARPET
TARA PARNELL, O.D.
TASCO
TAX COLLECTOR PARISH OF ST. TAMMANY
TAX COMMISSIONER OF CHATHAM COUNTY
TAXATION AND REVENUE NEW MEXICO
TBZ PALMDALE & 20TH ASSOCIATES
TECHNOLOGY PIPELINE INC
TECNOL NORTH
TED BELHUMEUR, OD
TELXON CORPORATION
TEMECULA TOWN CENTER
TEMESCAL/BOC COATING TECH
TENANT SERVICER, INC.
TENNESSEE DEPARTMENT OF REVENUE
TERA FLASCHER
TERRI SCHULTZ
TERRY FOWLER
TEXAS COMPTROLLER OF PUBLIC ACCOUNT
THE ADART COMPANY
THE ALBANY HERALD PUBLISHING CO.
THE APPEAL DEMOCRAT
THE ARIZONA REPUBLIC/THE PHOENIX
THE BAKERSFIELD CALIFORNIAN
THE BIRMINGHAM NEWS COMPANY
THE CAWLEY COMPANY
THE CHARLOTTE OBSERVER
THE CHRONICLE
THE COLAD GROUP, INC
THE CONCORD TELEPHONE CO.
THE COURIER
THE DAILY JOURNAL
THE DAILY SOUTHERNER
THE DENVER POST
THE DESERT PUBLISHING CO.
THE ENQUIRER-JOURNAL
THE ESTATE OF JAMES CAMPBELL
THE EYECARE NETWORK
THE FLINT JOURNAL
THE FRESNO BEE
THE GAZETTE NEWSPAPERS
THE GREENVILLE NEWS
THE HANFORD SENTINEL
THE HARTFORD
THE HERALD
THE IDAHO STATESMAN
THE INTELLIGENCER
THE KANSAS CITY STAR
THE LEADER PUBLISHING COMPANY
THE MACERICH PARTNERSHIP, LP
THE MERCURY
THE MODESTO BEE
THE MORNING CALL
THE NAMES GROUP
THE NASDAQ STOCK MARKET INC
THE NEWS AND OBSERVER
THE ORANGE COUNTY REGISTER
THE ORIGINAL SIGN GUY
THE PATRIOT - NEWS CO.
THE POST AND COURIER
THE POST STAR
THE PRESS DEMOCRAT
THE PRESS ENTERPRISE
THE RECORD
THE REYNOLDS AND REYNOLDS CO
THE RYAN-KAYLOR COMMERCIAL
THE SACRAMENTO BEE
THE SAGINAW NEWS
THE SARATOGIAN
THE SCRANTON TIMES
THE SEATTLE TIMES
THE SIGNAL
THE SPECTRUM
THE TIMES
THE TIMES LEADER
THE TORRANCE CO
THE TOWN TALK
THE TRAVELERS INSURANCE CO
THE TRIBUNE

                                      D-14

THE ULTIMATE SOFTWARE GROUP, INC
THE VIRGINIAN-PILOT
THE VONS COMPANY
THE WENATCHEE WORLD
THIRD FAIRFAX, LLC
THOMAS RYAN, O.D. - 55027
THOMASVILLE EYE CARE, PC
TIFFANY A. JONES
TIM GILCHRIST
TIMES HERALD
TIMES UNION
TIMOTHY W. RANNEY
TITANIC ASSOCIATES
TITMUS
TITUS COUNTY APPRAISAL DIST
TKG PINOLE LP
TMP WORLDWIDE
TODD ANDERSON, 0.D. - 55145
TOM THOMASON, O.D. - 55288
TOMMY MOORE
TONY HAIRE
TONY WONG, O.D. - 55299
TOPCON AMERICA CORP. - VENDOR
TOWN CENTER WEST
TOWN OF CULPEPER
TOWN OF LEXINGTON, SC
TPA
TRANS BOX SYSTEMS, INC
TRC STAFFING SERVICES
TREASURER OF SPOTSYLVANIA COUNTY
TREASURER OF STATE
TREASURER OF VIRGINIA
TREASURER STATE OF IOWA
TRION INDUSTRIES, INC.
TRION INDUSTRIES, INC.
TRIPLE T CUTTING TOOLS, INC
TROPICANA CENTRE, LLC
TSC, L.C.
TUCSON ELECTRIC POWER COMPANY
TUCSON NEWSPAPERS
TUSTIN PLAZA CENTER, L.P.
U S POSTMASTER
U.S. BANK NATIONAL ASSOCIATION ND
U.S. SAFETY & SUPPLY, INC.
UCI DISTRIBUTION PLUS
U-HAUL INTERNATIONAL
ULTIMATE STAFFING SERVICES
ULTRA OPTICS COMPANY
UNION TRIBUNE
UNITED CAPITAL, A DIV OF HUDSON BAN
UNITED PARCEL SERVICE
UNITED PROPERTY MANAGEMENT
UNITED STATES POSTAL SERVICE
UNIVERSAL OPHTHALMIC INSTRUMENTS
UNLIMITED CARPET CLEANING
URBAN RETAIL PROPERTIES CO
US EYEWEAR, INC
US OFFICE PRODUCTS
US WEST COMMUNICATIONS
UTAH STATE TAX COMMISSION
UUNET TECHNOLOGIES, INC.
UVEX SPORTS, INC
VAIL ASSOCIATES
VALENCIA COUNTY TREASURER
VALLEN SAFETY CENTER
VALLEY MACK PLAZA CO
VANCOUVER MALL 955-1978
VANTAGESOURCE LLP
VENTURA & TOPANGA PARTNERS
VENTURA COUNTY NEWSPAPERS
VENTURE TAPE CORP
VESTAR CALIF LTD PARTNERSHIP
VICKIE YIM, O.D. - 55164
VICOM INC
VICTOR VALLEY DAILY PRESS
VICTORIA GOODLY
VIKING PLAZA SHOPPING CENTER
VIRGINIA DEPARTMENT OF TAXATION
VIRGINIA GONZALES
VISALIA TIMES-DELTA
VISION EASE
VISION STAR, LLC
VISION-EASE
VISMED INC
VISTA EYECARE INC
VISTAKON, INC.
VIVA INTERNATIONAL GROUP
W. MARK SIGMON, O.D.
W.E. STANLEY

                                      D-15

WACHOVIA BANK - NVAL GUARANTORS TRUST
WAIN MFG. CORP.
WAIN MFG. CORP.
WAL MART INC
WAL MART PROPERTY MANAGEMENT
WALKER COUNTY
WALLACE LOGAN
WAL-MART
WAL-MART STORES, INC.
WALTER F. KIRK
WALTER GOLDBERG
WARREN BOND PHOTOGRAPHY
WARREN WANKIER
WASHINGTON STATE DEPARTMENT OF REVS
WASHINGTON STATE SUPPORT REGISTRY
WASTE MANAGEMENT OF CENTRAL MN
WASTE MANAGEMENT OF TAMPA
WATT/CRAIG ASSOC
WAYNE CASTAGNA, O.D.
WAYNE LANGE
WECO INTERNATIONAL, INC.
WELD COUNTY TREASURER
WELL ARTS OPTICAL FACTORY LTD
WELLING INTERNATIONAL
WELLS FARGO - OVERDRAFT CORRECTION
WESLEY ARNDT, O.D. - 55094
WESLEY-JESSEN CORPORATION
WESLEY-JESSEN CORPORATION
WEST COAST BUSINESS SOLUTIONS
WEST COAST UPTOWN PARTNERS, LP
WEST GROUP
WEST MANCHESTER TOWNSHIP
WEST VIRGINIA DEPARTMENT OF
WESTDALE ASSOCIATES
WESTDAY ASSOCIATES
WESTERN INVESTMENT REAL ESTATE
WESTERN OPTICAL SUPPLY, INC.
WESTMINSTER MALL COMPANY
WESTRIDGE MALL LIMITED PARTNERSHIP
WESTRUST-SOUTHWEST RETAIL PARTNERS
WESTWOOD-PICO ASSOCIATES, LLC
WILBUR W. LORBEER
WILKES BARRIE TOWNSHIP
WILLIAM BOCK, O.D.
WILLIAM BUTLER, O.D. - 55223
WILLIAM MAHER, O.D. - 55235
WILLIAM P YEAGER
WILLIAM PFLUEGER, P.C.
WILLIAM V. STEVENS O.D.
WILLIAMS JANITORIAL SERVICE
WILLOWROCK PLAZA
WILMINGTON STAR NEWS
WILSON ELECTRIC CO., INC
WINSTON - SALEM JOURNAL
WINSTON PLAZA/RAILROAD LLC
WLYT-FM
WM GROSZ
WORKERS COMPENSATION BUREAU
WORLD COURIER METRO, INC.
WORLD OPTICAL - VENDOR
WRAM DEVELOPMENT CO
WYOMING DEPARTMENT OF REVENUE
XCEL
XCEL CONTACTS
X-CEL OPTICAL C0.
XEROX CORPORATION
XYAN
YORK COUNTY TREASURER
YORK NEWSPAPER COMPANY
YOUNGER OPTICS
ZIMCO
ZYLOWARE

                                      D-16

                        EXHIBIT E TO DISCLOSURE STATEMENT

                              LIQUIDATION ANALYSIS

         The  Bankruptcy  Code requires that each holder of an Impaired Claim or
Equity  Interest  either (a) accept the Plans or (b) receive or retain under the
Plans,  property of a value as of the  Effective  Date that is not less than the
value such holder would receive or retain if the Debtors were  liquidated  under
Chapter 7 of the  Bankruptcy  Code on the  Effective  Date.  The  first  step in
meeting this test is to determine the dollar amount that would be generated from
the  liquidation  of the  Debtors'  assets and  properties  in the  context of a
Chapter 7 liquidation  case. The gross amount of cash available would be the sum
of proceeds from the disposition of the Debtors' assets and the cash held by the
Debtors at the time of the  commencement of the Chapter 7 cases.  Such amount is
reduced  by the  amount of any  Claims  secured  by such  assets,  the costs and
expenses of the liquidation,  and such additional  administrative  expenses that
may result from the termination of the Debtors'  business and the use of Chapter
7 for the purposes of liquidation.  Any remaining net cash would be allocated to
creditors and  shareholders in strict priority in accordance with Section 726 of
the Bankruptcy Code.

         A general  summary of the  assumptions  used by management in preparing
the liquidation  analysis follows.  The more specific  assumptions are discussed
below.

Estimation of Net Proceeds
- --------------------------

         Estimates  were made of the cash proceeds  which might be realized from
the  liquidation  of the Debtors'  assets.  The Chapter 7 liquidation  period is
assumed to commence in May, 2001 and to take 6 months  following the appointment
of a Chapter 7 trustee.  While  some  assets  may be  liquidated  in less than 2
months, this time would allow for the collection of receivables,  sale of assets
and wind down of daily  operations.  For certain assets,  such as real property,
estimates of the liquidation proceeds were made for each asset individually. For
other assets,  such as fixtures and equipment,  liquidation values were assessed
for general classes of assets by estimating the percentage  recoveries which the
Debtors might achieve through disposition.

Estimate of Costs
- -----------------

         The Debtors'  costs of  liquidation  under  Chapter 7 would include the
fees payable to a Chapter 7 trustee,  as well as those which might be payable to
attorneys and other professionals that such a trustee may engage.  Further costs
of liquidation would include any obligations and unpaid expenses incurred by the
Debtors during the Chapter 11 Cases and allowed in the Chapter 7 cases,  such as
trade obligations,  compensation for attorneys,  financial advisors, appraisers,
accountants  and other  professionals,  and costs and expenses of members of any
statutory  committee  of  unsecured  creditors  appointed  by the United  States
Trustee  pursuant to Section 1102 of the Bankruptcy Code and any other committee
so appointed. Moreover, additional claims would arise by reason of the breach or
rejection of obligations incurred and executory contracts or leases entered into
by the Debtors both prior to, and during the pendency of, the Chapter 11 Cases.

                                      E-1

Distribution of Net Proceeds under Absolute Priority
- ----------------------------------------------------

         The foregoing  types of claims,  costs,  expenses,  fees and such other
claims  that may  arise in a  liquidation  case  would be paid in full  from the
liquidation  proceeds  before  the  balance  of  those  proceeds  would  be made
available to pay pre-Chapter 11 priority and General Unsecured Claims. Under the
absolute priority rule, no junior creditor would receive any distribution  until
all senior  Creditors  are paid in full,  and no equity holder would receive any
distribution  until all Creditors are paid in full. The Debtors believe that, in
a Chapter 7 case,  holders  of old  common  stock  interests  would  receive  no
distributions of property.

         After  consideration of the effects that a Chapter 7 liquidation  would
have on the ultimate proceeds available for distribution to Creditors, including
(i) the increased  costs and expenses of a  liquidation  under Chapter 7 arising
from fees payable to a trustee in bankruptcy and  professional  advisors to such
trustee,  (ii) the erosion of value of assets in a Chapter 7 case in the context
of the  expeditious  liquidation  required under Chapter 7 and the "forced sale"
atmosphere would prevail, and (iii) substantial  increases in claims which would
be satisfied on a priority basis, THE DEBTORS HAVE DETERMINED,  AS SUMMARIZED ON
THE FOLLOWING CHART,  THAT  CONFIRMATION OF THE PLANS WILL PROVIDE EACH CREDITOR
AND  EQUITY  HOLDER  WITH A  RECOVERY  THAT IS NOT LESS  THAN IT  WOULD  RECEIVE
PURSUANT TO A LIQUIDATION OF THE DEBTORS UNDER CHAPTER 7 OF THE BANKRUPTCY CODE

                                                  Summary of Recoveries
                                              ------------------------------
Description                      Class No.    Under the Plan     Chapter 7
- -----------------------------------------------------------------------------
Secured Claims                     2 & 3           100%            100%
- -----------------------------------------------------------------------------
Convenience Claims                   4             75%              5%
- -----------------------------------------------------------------------------
General Unsecured Claims             5             83%              5%
- -----------------------------------------------------------------------------
Late Claims and Subordinated        6&8             0%              0%
Claims and Equity Interests

         Moreover,  the Debtors believe that the value of any distribution  from
the  liquidation  proceeds  to each class of Allowed  Claims in a Chapter 7 case
would  be the same or less  than the  value of  distributions  under  the  Plans
because such  distributions  in a Chapter 7 case may not occur for a substantial
period of time. In this regard, it is possible that distribution of the proceeds
of the  liquidation  could be delayed for a year or more after the completion of
such  liquidation in order to resolve the Claims and prepare for  distributions.
In the event litigation were necessary to resolve Claims asserted in the Chapter
7 cases,  the delay  could be  further  prolonged  and  administrative  expenses
further increased.  The effect of this delay on the value of distributions under
the hypothetical liquidation has not been considered.

         THE DEBTORS'  LIQUIDATION  ANALYSIS IS AN ESTIMATE OF THE PROCEEDS THAT
MAY BE  GENERATED AS A RESULT OF A  HYPOTHETICAL  CHAPTER 7  LIQUIDATION  OF THE
ASSETS OF THE  DEBTORS.  Underlying  the  liquidation  analysis  are a number of
estimates and assumptions that are inherently  subject to

                                      E-2

significant   economic,    competitive   and   operational   uncertainties   and
contingencies  beyond  the  control  of the  Debtors  or a  Chapter  7  trustee.
Additionally,  various liquidation  decisions upon which certain assumptions are
based are  subject  to change.  Therefore,  there can be no  assurance  that the
assumptions and estimates  employed in determining the liquidation values of the
Debtors' assets will result in an accurate  estimate of the proceeds which would
be  realized  were the  Debtors  to undergo  an actual  liquidation.  The actual
amounts of claims against the estate could vary  significantly from the Debtors'
estimate,  depending on the claims asserted during the pendency of the Chapter 7
cases. This liquidation  analysis does not include liabilities that may arise as
a result of litigation,  certain new tax assessments or other potential  claims.
This analysis also does not include potential recoveries from avoidance actions.
No value was assigned to additional proceeds which might result from the sale of
certain items with intangible value. Therefore,  the actual liquidation value of
the Debtors could vary materially from the estimates provided herein.

         The  liquidation  analysis  set forth below was based on the  estimated
value of the Debtors'  assets  immediately  prior to the Effective  Date. To the
extent  operations  through such date are different  than  estimated,  the asset
values  may  change.   These  values  have  not  been  subject  to  any  review,
compilation, or audit by any independent accounting firm.

                                      E-3

                                          VISTA EYECARE, INC.

                                          LIQUIDATION ANALYSIS

                                             (in Thousands)

                                                                                            Estimated
                                                                Projected       Estimated  Liquidation
                                                                 6/01/01        Recovery    Proceeds
                                                                ---------       ---------  -----------
                                                                                       
PROCEED FROM LIQUIDATION
   Current Asets
     Cash and marketable securities                             $  6,107          100%     $  6,107
     Accounts receivable (net)                                    11,446           80%        9,156
     Inventories                                                  22,076           25%        5,519
     Prepaid  expenses and other current assets                      434            0%            0
                                                                --------       ------      --------
       Total current assets                                       40,062           52%       20,782

     Net property, plant & equipment                              26,000           63%       16,380

   Other Assets
     Other                                                           681            0%            0
     Note Receivable                                               2,500            0%            0
                                                                --------       ------      --------
       Total other                                                 5,051            0%            0
                                                                --------       ------      --------
 Total available for distribution                               $ 71,113           52%     $ 37,162
                                                                ========       ======      ========

                                                                Estimated    Estimated        %
                                                                  Claim      Recovery      Recovery
                                                                ---------    ---------    ----------
 ALLOCATIONS OF PROCEEDS
   Secured Claims
     DIP Borrowings                                                5,000        5,000           100%
                                                                --------      -------      --------
       Total Secured Claims                                        5,000        5,000           100%

 Proceeds available for payment of administrative claims                     $ 32,162

   Administrative and Priority Claims
     Post Petition Accounts Payable                                1,277        1,277           100%
     Post Petition Other Payables                                    843          843           100%
     Post Petition Accrued Liabilities                            11,818       11,818           100%
     Profesional Fees                                              1,615        1,615           100%
     Severance                                                     6,056        6,056           100%
     Other Administrative and Priority Claims                          0            0             0%
                                                                --------      -------      --------

       Total Administrative and Priority Claims                   21,609       21,609           100%

 Proceeds available for payment of general unsecured claims                  $ 10,553

   General Unsecured Claims
     Accounts payable                                             26,779        1,604             6%
     Other payables                                                8,064          483             6%
     Accrued liabilities                                           3,141          188             6%
     Senior Notes                                                123,786        7,413             6%
     Lease Rejection Claims                                        6,600          395             6%
     Other debt                                                    7,843          470             6%
                                                                --------      -------      --------
    Total Liabilities Subject to Compromise                      176,213       10,553             6%

 Proceeds available for distribution to equity                                      0
                                                                              -------

                                                  E-4

FOOTNOTES TO LIQUIDATION ANALYSIS

Cash and cash equivalents
- -------------------------

         Cash consists of all cash in banks or operating accounts,  cash held at
stores,  and liquid  investments  with maturities of three months or less and is
assumed to be fully recoverable.

Accounts receivable
- -------------------

         Accounts receivable  primarily consist of managed care receivables and,
to a lesser degree, credit card receivables.

Inventories
- -----------

         Inventories consist of frames, lenses,  contact lens,  sunglasses,  and
other  accessory  items sold in the store. A majority of the inventory  value is
frame product. In the opinion management, it will be more difficult to liquidate
frames given the fashion characteristics of this type of inventory product.

Prepaid expenses and other current assets
- -----------------------------------------

         Prepaid expenses are assumed to have no estimated liquidation value.

Property Plant and Equipment
- ----------------------------

         Property,  Plant and  Equipment  includes lab and  doctors'  equipment,
store fixtures,  computer equipment,  and leasehold  improvements.  The value of
these assets are based upon management's estimates and an outside appraisal. The
doctors'  equipment  and lab  equipment  represent  the items with the  greatest
liquidation value.

Other Non-Current Assets
- ------------------------

         Other non-current  assets are assumed to have no estimated  liquidation
value.

Note receivable
- ---------------

         The note  receivable  is part of the  proceeds  expected to be realized
through  the  sale  of the  Debtors'  freestanding  store  assets.  The  note is
considered  to  be  non-investment  grade  and  assumed  to  have  no  estimated
liquidation value.

Credit Agreement
- ----------------

         The  facility  evidenced by the DIP  Financing  Agreement is secured by
substantially all of the assets of the Debtors.

                                      E-5

Bank Letter of Credit
- ---------------------

         For purposes of this  analysis,  management  has assumed that all trade
letters of credit are fully drawn by the  holders of the letters of credit.  The
corresponding  inventory  has been  included  as an asset of the  company in the
liquidation analysis.

Trustee and Professional Fees
- -----------------------------

         Based on  management's  review of the nature of these costs,  fees were
estimated at $1.6  million.  This figure is comprised of $1.1 million in trustee
fees (3.0% of gross liquidation proceeds) and $500,000 in professional fees.

Severance
- ---------

         Severance  is  estimated  based  on  the  Debtors'  existing  severance
programs.

Accounts payable and Accrued liabilities
- ----------------------------------------

         Accounts  payable and accrued  liabilities  primarily  represent  trade
credit  provided  by the  Debtors'  trade  vendors  during the Chapter 11 period
pursuant  to an  order of the  Bankruptcy  Court,  plus  various  other  expense
payables.

Lease Rejection Claims
- ----------------------

         Lease  rejection  claims  comprise  claims  resulting from the Debtors'
rejection of unexpired  leases.  Each lease  rejection  claim was  calculated as
twelve months of the remaining term of each lease. The total includes additional
claims  arising out of the rejection of estimated  unexpired  leases in an asset
liquidation.

                                      E-6

                                              EXHIBIT F TO DISCLOSURE STATEMENT

                                             PROJECTIONS AND VALUATION ANALYSIS
                                                     VISTA EYECARE, INC.
                                             PRO-FORMA REORGANIZED BALANCE SHEET
                                                        JUNE 1, 2001
                                                         (Unaudited)
                                                      ($ in thousands)

                                                                                    Adjustments
                                                                    -------------------------------------------------------
                                                     Projected       Sale of                       Cash
                                                      6/01/01      Freestanding     write-down    Payment        Sub-total
                                                      -------      ------------     ----------    -------        ---------
                                                                                                 
  Current Assets
   Cash and marketable securities                   $   7,630          5,977                        (7,500)     $   6,107
    Accounts receivable (net)                          12,734           (688)          (600)             0         11,446
    Inventories                                        29,168         (7,092)                                      22,076
    Prepaid  expenses and other current assets          1,150           (716)                                         434
                                                    ---------      ---------      ---------      ---------      ---------
      Total current assets                             50,681         (2,519)          (600)        (7,500)        40,062

  Property, plant and equipment                        91,174         (2,162)                                      89,012
  Less accumulated depreciation                        63,950           (937)                                      63,013
                                                    ---------      ---------      ---------      ---------      ---------
    Net property, plant & equipment                    27,225         (1,225)                                      26,000

  Other Assets
    Other                                               8,133           (389)        (7,063)             0            681
    Note Receivable                                         0          2,500                                        2,500
    Reorganization value in excess of book, net             0              0                                            0
    Goodwill                                            1,860         (1,860)             0              0              0
                                                    ---------      ---------      ---------      ---------      ---------
      Total other                                       9,993            251         (7,063)             0          3,181
                                                    ---------      ---------      ---------      ---------      ---------

Total Assets                                        $  87,898      ($  3,493)     ($  7,663)     ($  7,500)     $  69,243
                                                    =========      =========      =========      =========      =========

  Current liablities
    Accounts payable                                $   1,277      $       0                                    $   1,277
    Other payables                                        843              0                                          843
    Accrued liabilities                                11,818              0                                       11,818
                                                    ---------      ---------      ---------      ---------      ---------
      Total current liabilities                        13,938              0                                       13,938

  Other liablities
    Deferred  taxes                                       228                                                         228
                                                    ---------      ---------      ---------      ---------      ---------
      Total other liablities                              228              0              0              0            228

  Debt
    Revolver                                                0                                                           0
    Senior term debt                                   12,500                                       (7,500)         5,000
  Liabilities Subject to Compromise
    Accounts payable                                   26,779              0         (3,886)             0         22,893
    Other payables                                      8,064              0         (1,170)             0          6,894
    Accrued liabilities                                 3,141              0           (456)             0          2,685
    Senior Notes                                      123,786                       (17,963)             0        105,823
    Other debt                                          7,843                        (1,138)             0          6,705
                                                    ---------      ---------      ---------      ---------      ---------
   Total Liabilities Subject to Compromise            169,613              0        (24,613)             0        145,000
      Total long term debt                            182,113              0        (24,613)        (7,500)       150,000

  Shareholders' equity
    Common stock                                          211                                                         211
    Additional paid-in capital                         47,387                                                      47,387
    Retained income (deficit)                         (15,983)        (3,493)        16,950                        (2,526)
    Current Year Earnings                            (135,923)                                                   (135,923)
    Cumulative foreign currency translation            (4,072)                                                     (4,072)
                                                    ---------      ---------      ---------      ---------      ---------
      Total Shareholders' equity                     (108,380)        (3,493)        16,950              0        (94,923)
                                                    ---------      ---------      ---------      ---------      ---------
Total liabilities & net worth                       $  87,898      ($  3,493)     ($  7,663)     ($  7,500)     $  69,242
                                                    =========      =========      =========      =========      =========

Pro-forma Reorganized Balance Sheet - June 1, 2001 - CONTINUED

                                                                         Adjustments
                                                       -----------------------------------------------------
                                                       Reorg          Equity                       Restated
                                                       value         Funding        Debt            6/01/01
                                                      -----         -------        ----            -------
                                                                                      
  Current Assets                                     $       0      $  25,000      ($ 25,000)     $   6,107
   Cash and marketable securities                                                                    11,446
    Accounts receivable (net)                                                                        22,076
    Inventories                                                                                         434
    Prepaid  expenses and other current assets       ---------      ---------      ---------      ---------
                                                             0         25,000        (25,000)        40,062
      Total current assets
                                                                                                     89,012
  Property, plant and equipment                                                                      63,013
  Less accumulated depreciation                      ---------      ---------      ---------      ---------
                                                             0              0              0         26,000
    Net property, plant & equipment

  Other Assets                                                                                          681
    Other                                                                                             2,500 (c)
    Note Receivable                                     94,923                                       94,923
    Reorganization value in excess of book, net                                                           0
    Goodwill                                         ---------      ---------      ---------      ---------
                                                        94,923              0              0         98,104
      Total other                                    ---------      ---------      ---------      ---------
                                                     $  94,923      $  25,000      ($ 25,000)     $ 164,166
Total Assets                                         =========      =========      =========      =========

  Current liablities                                                                              $   1,277
    Accounts payable                                                                                    843
    Other payables                                                                                   11,818
    Accrued liabilities                              ---------      ---------      ---------      ---------
                                                             0              0              0         13,938
      Total current liabilities

  Other liablities                                                                                      228
    Deferred  taxes                                  ---------      ---------      ---------      ---------
                                                                                                        228
      Total other liablities

  Debt                                                                                 5,000          5,000 (a)
    Revolver                                                                          (5,000)             0
    Senior term debt
  Liabilities Subject to Compromise                                                  (22,893)             0
    Accounts payable                                                                  (6,894)             0
    Other payables                                                                    (2,685)             0
    Accrued liabilities                                                              14,177        120,000
    Senior Notes                                                                     (6,705)             0
    Other debt                                       ---------      ---------      ---------      ---------
                                                                                    (25,000)       120,000  (b)
   Total Liabilities Subject to Compromise                  0              0        (25,000)       125,000
      Total long term debt

  Shareholders' equity                                    (211)        25,000                       25,000  (b)
    Common stock                                       (47,387)                                          0
    Additional paid-in capital                           2,526                                           0
    Retained income (deficit)                          135,923                                           0
    Current Year Earnings                                4,072                                           0
    Cumulative foreign currency translation          ---------      ---------      ---------      ---------
                                                        94,923         25,000              0         25,000
      Total Shareholders' equity                     ---------      ---------      ---------      ---------
                                                     $  94,923      $  25,000      ($ 25,000)     $ 164,166
Total liabilities & net worth                        =========      =========      =========      =========

Notes to Pro-Forma Reorganized Balance Sheet

(a)      Anticipated  borrowings under the New Secured Credit Facility needed to
         pay  certain   Administrative   Claims  and  pre-petition   liabilities
         consistent with the treatment of these liabilities in the Plans.

(b)      The Plans  provide  for,  among other  things,  a  deleveraging  of the
         Debtors through an exchange of all of the General  Unsecured Claims for
         $120  million  in New Senior  Notes and 5 million  shares of New Common
         Stock.  This  amount  represents  primarily  the  forgiveness  of  such
         obligations.

(c)      The Debtors propose to account for the  reorganization  and the related
         transactions  using the  principles  of  "fresh  start"  accounting  as
         required by  Statement  of  Position  90-7 ("SOP  90-7")  issued by the
         American Institute of Certified Public  Accountants (the "AICPA").  The
         Debtors have estimated a range of  reorganization  value,  between $140
         million   and  $160   million.   For   purposes  of   determining   the
         reorganization  value, the Debtors used the midpoint of the range, $150
         million,  $25 million of which value is attributable  to  shareholders'
         equity. In accordance with SOP 90-7, the reorganization  value has been
         allocated to specific  tangible and identifiable  intangible assets and
         liabilities.  The unallocated  portion of the  reorganization  value is
         classified as  Reorganization  Value in Excess of Book and is amortized
         over fifteen years. For the purposes of this presentation,  book values
         have been assumed to be equal fair values except for specific  items in
         which quantifiable data is currently  available.  The Debtors currently
         performing independent appraisals of various assets,  including certain
         of their fixed assets and leased facilities,  which is expected to lead
         to  additional  pro forma  adjustments  to book  values  and  result in
         different  Reorganization  Value in Excess of Book as of the  Effective
         Date.  The amount of  shareholders'  equity in the fresh start  balance
         sheet is not an estimate of the trading  value of the New Common  Stock
         after  confirmation  of the  Plans,  which  value  is  subject  to many
         uncertainties  and cannot be  reasonably  estimated  at this time.  The
         Debtors  do not make any  representations  as to the  trading  value of
         shares to be issued pursuant to the Plans.

                                              REORGANIZED VISTA
                                          PROJECTED BALANCE SHEETS

                                       FISCAL YEARS 2001 THROUGH 2007

                                                 (unaudited)

                                               (in thousands)

                                                                    Projected
                                                              Fiscal Years Ended January 1,
                                                     -----------------------------------------------------

                                                       2002           2003          2004          2005
                                                    ---------      ---------      ---------     ---------
                                                                                    
  Current Assets
    Cash and marketable securities                  $   6,289      $   6,000      $   9,000     $   9,000
    Accounts receivable (net)                          10,090          7,004          4,875         4,571
    Inventories                                        21,380         21,948         21,483        20,335
    Prepaid  expenses and other current assets            434            434            434           434
                                                    ---------      ---------      ---------     ---------
      Total current assets                             38,194         35,385         35,792        34,340

  Property, plant and equipment                        90,984         94,869         98,404       101,799
  Less accumulated depreciation                        68,982         77,921         86,077        93,334
                                                    ---------      ---------      ---------     ---------
    Net property, plant & equipment                    22,002         16,948         12,327         8,465

  Other Assets
    Other                                                 681            681            681           681
    Note Receivable                                     2,500          2,500          2,500         2,500
    Reorganization value in excess of book, net        91,232         84,904         78,575        72,247
                                                    ---------      ---------      ---------     ---------
      Total other                                      94,413         88,085         81,756        75,428
                                                    ---------      ---------      ---------     ---------
                                                    $ 154,608      $ 140,418      $ 129,875     $ 118,233
                                                    =========      =========      =========     =========

  Current liablities
    Accounts payable                                    5,805          7,022          8,381         9,172
    Other payables                                      1,319          1,404          1,397         1,310
    Accrued liabilities                                11,977         14,793         15,692        14,687
                                                    ---------      ---------      ---------     ---------
      Total current liabilities                        19,101         23,219         25,469        25,169

  Other liablities
    Deferred  taxes                                       228            228            228           228
                                                    ---------      ---------      ---------     ---------
      Total other liablities                              228            228            228           228

  Debt
    Revolver                                            1,000              0              0             0
    Senior Notes                                      114,593         94,629         76,642        60,849
                                                    ---------      ---------      ---------     ---------
      Total long term debt                            115,593         94,629         76,642        60,849

  Shareholders' equity
    Common stock                                       25,000         25,000         25,000        25,000
    Retained income (deficit)                          (5,313)        (2,658)         2,535         6,987
                                                    ---------      ---------      ---------     ---------
      Total Shareholders' equity                       19,687         22,342         27,535        31,987
                                                    ---------      ---------      ---------     ---------
Total liabilities & net worth                       $ 154,608      $ 140,417      $ 129,875     $ 118,233
                                                    =========      =========      =========     =========

                                                                 Projected
                                                           Fiscal Years Ended January 1,
                                                    --------------------------------------
                                                        2006          2007          2008
                                                    ---------     ---------     ---------
                                                                       
  Current Assets
    Cash and marketable securities                  $   9,000     $   9,000     $   9,000
    Accounts receivable (net)                           4,316         4,015         3,557
    Inventories                                        19,433        18,583        17,348
    Prepaid  expenses and other current assets            434           434           434
                                                    ---------     ---------     ---------
      Total current assets                             33,182        32,032        30,338

  Property, plant and equipment                       105,294       108,194       110,874
  Less accumulated depreciation                        96,513       100,121       103,943
                                                    ---------     ---------     ---------
    Net property, plant & equipment                     8,781         8,073         6,931

  Other Assets
    Other                                                 681           681           681
    Note Receivable                                     2,500         2,500         2,500
    Reorganization value in excess of book, net        65,919        59,591        53,262
                                                    ---------     ---------     ---------
      Total other                                      69,100        62,772        56,443
                                                    ---------     ---------     ---------
                                                    $ 111,063     $ 102,876     $  93,713
                                                    =========     =========     =========

  Current liablities
    Accounts payable                                    8,668         8,066         7,147
    Other payables                                      1,238         1,152         1,021
    Accrued liabilities                                13,604        12,701        11,281
                                                    ---------     ---------     ---------
      Total current liabilities                        23,510        21,919        19,449

  Other liablities
    Deferred  taxes                                       228           228           228
                                                    ---------     ---------     ---------
      Total other liablities                              228           228           228

  Debt
    Revolver                                                0             0             0
    Senior Notes                                       47,533        33,976        21,895
                                                    ---------     ---------     ---------
      Total long term debt                             47,533        33,976        21,895

  Shareholders' equity
    Common stock                                       25,000        25,000        25,000
    Retained income (deficit)                          14,792        21,753        27,141
                                                    ---------     ---------     ---------
      Total Shareholders' equity                       39,792        46,753        52,141
                                                    ---------     ---------     ---------
Total liabilities & net worth                       $ 111,063     $ 102,876     $  93,713
                                                    =========     =========     =========

PAGE>

                                              REORGANIZED VISTA
                                         PROJECTED INCOME STATEMENTS
                                       FISCAL YEARS 2001 THROUGH 2007

                                                 (unaudited)
                                               (in thousands)

                                                                        Fiscal Year Ended January 1,
                                                               ------------------------------------------
                                                                  2002            2003             2004
                                                               ---------       ---------       ---------
                                                                                      
Net sales                                                      $ 258,002       $ 255,630       $ 254,214
    % increase                                                       na           -0.9%            -0.6%
Cost of sales                                                    118,065         116,157         115,793
                                                               ---------       ---------       ---------
Gross profit                                                     139,937         139,473         138,421
  % of net sales                                                   54.2%           54.6%           54.5%
Srore operations, general and administrative cash expenses       131,149         116,930         115,905
                                                               ---------       ---------       ---------
Earnings before interest and taxes                                 8,788          22,543          22,516
  % of net sales                                                    3.4%            8.8%            8.9%

Interest expense (income)
  Interest expense                                                 9,237          13,799          11,355
  Interest (income)                                                 (269)           (240)           (360)
                                                               ---------       ---------       ---------
    Total interest expense (income)                                8,969          13,559          10,995
                                                               ---------       ---------       ---------
Earnings before taxes & amortization                                (180)          8,984          11,521
    % of net sales                                                 -0.1%            3.5%            4.5%
Income taxes @              39%                                        0               0               0
                                                               ---------       ---------       ---------
Income before extraordinary items & reorg amortization              (233)          8,984          11,521
    % of net sales                                                 -0.1%            3.5%            4.5%
    Reorganization Value over     15 yrs                           3,691           6,328           6,328

Income before extraordinary items                                 (4,329)          2,656           5,193
Extraordinary items                                                    0               0               0
                                                               ---------       ---------       ---------
Net Income                                                     $  (4,329)      $   2,656       $   5,193
                                                               =========       =========       =========
    % of net sales                                                 -1.7%            1.0%             2.0%
Depreciation and Amortization                                     10,845           8,939           8,156
EBITDA                                                            19,633          31,481          30,673
    % of net sales                                                  7.6%           12.3%           12.1%
Restructuring Expenses                                             5,295               0               0
EBITDAR                                                           24,928          31,481          30,673
    % of net sales                                                  9.7%           12.3%           12.1%

Projected Income Statements - Continued

                                                                                 Fiscal Year Ended January 1,
                                                               ---------------------------------------------------------
                                                                  2005            2006            2007            2008
                                                               ---------       ---------       ---------       ---------

Net sales                                                      $ 238,359       $ 225,038       $ 209,361       $ 185,454
    % increase                                                     -6.2%           -5.6%           -7.0%          -11.4%

Cost of sales                                                    109,125         103,574          96,740          85,989

Gross profit                                                     129,234         121,464         112,621          99,465
  % of net sales                                                    54.2%           54.0%           53.8%           53.6%

Srore operations, general and administrative cash expenses       109,617         100,389          93,988          83,911

Earnings before interest and taxes                                19,617          21,075          18,633          15,554
  % of net sales                                                     8.2%            9.4%            8.9%            8.4%

Interest expense (income)
  Interest expense                                                 9,197           7,302           5,704           4,077
  Interest (income)                                                 (360)           (360)           (360)           (360)
    Total interest expense (income)                                8,837           6,942           5,344           3,717
Earnings before taxes & amortization                              10,780          14,133          13,289          11,837
    % of net sales                                                   4.5%            6.3%            6.3%            6.4%
Income taxes @                                                         0               0               0             121
Income before extraordinary items & reorg amortization            10,780          14,133          13,289          11,715
    % of net sales                                                   4.5%            6.3%            6.3%            6.3%

    Reorganization Value over                                      6,328           6,328           6,328           6,328

Income before extraordinary items                                  4,452           7,805           6,961           5,387

Extraordinary items                                                    0               0               0               0
Net Income                                                     $   4,452       $   7,805       $   6,961       $   5,387
    % of net sales                                                   1.9%            3.5%            3.3%            2.9%
Depreciation and Amortization                                      7,257           3,179           3,608           3,822
EBITDA                                                            26,874          24,254          22,241          19,376
    % of net sales                                                  11.3%           10.8%           10.6%           10.4%
Restructuring Expenses                                                 0               0               0               0

EBITDAR                                                           26,874          24,254          22,241          19,376
    % of net sales                                                  11.3%           10.8%           10.6%           10.4%

                                              REORGANIZED VISTA
                                      PROJECTED STATEMENT OF CASH FLOWS
                               PERIOD JUNE 1, 2001- JANUARY 1, 2002 AND FISCAL
                                           YEARS 2002 THROUGH 2007

                                                 (unaudited)
                                               (in thousands)

                                                         Projected                   Projected
                                                        Period Ended             Fiscal Year Ended
                                                        -------------  ------------------------------------
                                                         7/01-1/02       2003          2004          2005
                                                        --------      --------      --------      --------
                                                                                      
Operating activities:
    Net income                                          $ (5,313)     $  2,656      $  5,193      $  4,452
    Adjustments to reconcile net income (loss)
      to net cash provided by operating activities:
          Depreciation                                     5,969         8,939         8,156         7,257
          Goodwill                                             0             0             0             0
          Other  amortization                              3,691         6,328         6,328         6,328
          Deferred financing costs                             0             0             0             0
          Decrease in other long term liabilities              0             0             0             0
          Working capital changes                          7,214         6,637         4,844         1,151
                                                        --------      --------      --------      --------
Net cash provided (used) by oper. activities              11,562        24,559        24,521        19,188
Investment activities:
    Capital expenditures                                  (1,972)       (3,885)       (3,535)       (3,395)
                                                        --------      --------      --------      --------
Net cash provided (used) by inv. activities               (1,972)       (3,885)       (3,535)       (3,395)
Financing activities:
    Long-term debt (excluding revolver):
        Net Additions (reductions)                             0             0             0             0
        Excess cash sweep                                 (5,407)      (19,964)      (17,986)      (15,793)
                                                        --------      --------      --------      --------
Net cash provided (used) by fin. activities               (5,407)      (19,964)      (17,986)      (15,793)
                                                        --------      --------      --------      --------
Net increase (decrease) in cash                            4,183           711         3,000             0
    Beginning cash balance                                 6,107         6,289         6,000         9,000
                                                        --------      --------      --------      --------
Net cash available for revolver                           10,289         7,000         9,000         9,000
    Beginning revolver balance                             5,000         1,000             0             0
    Revolver addition (payment)                           (4,000)       (1,000)            0             0
                                                        --------      --------      --------      --------
Ending revolver balance                                    1,000             0             0             0
                                                        --------      --------      --------      --------

Ending cash balance                                        6,289         6,000         9,000         9,000
                                                        ========      ========      ========      ========

Projected Statement of Cash Flows
CONTINUED

                                                                     Projected
                                                                 Fiscal Year Ended
                                                        ------------------------------------
                                                          2006           2007         2008
                                                        --------      --------      --------
                                                                           
Operating activities:
    Net income                                          $  7,805      $  6,961      $  5,387
    Adjustments to reconcile net income (loss)
      to net cash provided by operating activities:
          Depreciation                                     3,179         3,608         3,822
          Goodwill                                             0             0             0
          Other  amortization                              6,328         6,328         6,328
          Deferred financing costs                             0             0             0
          Decrease in other long term liabilities              0             0             0
          Working capital changes                           (501)         (440)         (776)
                                                        --------      --------      --------
Net cash provided (used) by oper. activities              16,811        16,457        14,762
Investment activities:
    Capital expenditures                                  (3,495)       (2,900)       (2,680)
                                                        --------      --------      --------
Net cash provided (used) by inv. activities               (3,495)       (2,900)       (2,680)
Financing activities:
    Long-term debt (excluding revolver):
        Net Additions (reductions)                             0             0             0
        Excess cash sweep                                (13,316)      (13,557)      (12,082)
                                                        --------      --------      --------
Net cash provided (used) by fin. activities              (13,316)      (13,557)      (12,082)
                                                        --------      --------      --------
Net increase (decrease) in cash                                0             0             0
    Beginning cash balance                                 9,000         9,000         9,000
                                                        --------      --------      --------
Net cash available for revolver                            9,000         9,000         9,000
    Beginning revolver balance                                 0             0             0
    Revolver addition (payment)                                0             0             0
                                                        --------      --------      --------
Ending revolver balance                                        0             0             0
                                                        --------      --------      --------

Ending cash balance                                        9,000         9,000         9,000
                                                        ========      ========      ========

Exhibit G

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM 10-K

                                   (Mark One)

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 30, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-20001

                               VISTA EYECARE, INC.
             (Exact name of Registrant as specified in its charter)

                                     Georgia
                         (State or other jurisdiction of
                         incorporation or organization)

                                   58-1910859
                      (I.R.S. Employer Identification No.)

                               296 Grayson Highway
                             Lawrenceville, Georgia
                    (Address of principal executive offices)

                                      30045
                                   (Zip Code)

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

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share

                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The number of shares of Common Stock of the  registrant  outstanding  as of
March 15, 2001, was 21,169,103.  The aggregate  market value of shares of Common
Stock  held by  non-affiliates  of the  registrant  as of March  15,  2001,  was
approximately $2.1 million based on a closing price of $0.14 on the OTC Bulletin
Board on such date. For purposes of this computation, all executive officers and
directors of the  registrant  are deemed to be  affiliates.  Such  determination
should not be deemed to be an admission that such directors and officers are, in
fact, affiliates of the registrant.

                                     Page 2

                                     PART I

ITEM 1. BUSINESS

OVERVIEW

     Vista is a retail optical company,  with 725 vision centers  throughout the
United  States  and  Mexico.  We  operate  499 of our  vision  centers  in  host
departments,  such as Wal-Mart  and Fred Meyer  locations,  and 226 of our free-
standing  vision centers in malls and strip  centers.  Our locations sell a wide
range of optical products, including eyeglasses, contact lenses, and sunglasses.
At  approximately  690 of our locations,  we offer the services of optometrists.
These  optometrists  are  typically  independent  of us and  operate  their  own
practices within our retail locations. To support our retail operations, we also
operate three manufacturing and distribution centers.

CHAPTER 11 CASES

     On April 5, 2000,  the Company and ten of its  subsidiaries  (collectively,
the "Debtors") filed voluntary  petitions with the United State Bankruptcy Court
for the Northern  District of Georgia for  reorganization  under Chapter 11 (the
"Chapter 11 Cases"). The Chapter 11 Cases have been consolidated for the purpose
of joint  administration  under Case No.  00-65214.  The Debtors  are  currently
operating their businesses as  debtors-in-possession  pursuant to the Bankruptcy
Code.  All  affiliated  entities of the  Company are  included in the Chapter 11
Cases,  except  only (a) three  subsidiaries  which are  licensed  managed  care
organizations and (b) foreign subsidiaries of the Company.

     In March 2001, the Debtors filed a plan of  reorganization  for the Chapter
11 Cases.  We expect  the  Company  will  emerge  from  Chapter 11 in the second
quarter of 2001. There can be no assurance that the reorganization  plan will be
confirmed by the Bankruptcy  Court,  or that such plan will be  consummated.  If
confirmed and consummated,  the proposed plan of  reorganization  will result in
the settlement of unsecured claims at less than 100% of face value. The existing
Common Stock will be cancelled,  resulting in existing shareholders receiving no
value for their interests. (See Item 7, "Proceedings Under Chapter 11", and Note
3 of Notes to Consolidated Financial Statements and Report of Independent Public
Accountants included herein.)

DEPENDENCE ON WAL-MART

     We operate  397 units in  domestic  Wal-Mart  stores,  of which 395 operate
pursuant  to  a  master  license  agreement  (See  Item  1,  "Leased  Department
Agreements"). These units generated approximately 68% of our revenue in 2000. We
therefore  depend on  Wal-Mart  and on our  agreement  with them for much of our
operations.

ACQUISITIONS AND DISPOSITIONS

     To reduce our dependence on Wal-Mart,  we acquired Midwest Vision,  Inc. in
1997 and  Frame-n-Lens  Optical,  Inc. and New West Eyeworks,  Inc. in 1998 (the
"Acquired Businesses"). At the time of the respective acquisitions,  these three
companies  collectively  generated  approximately  $140  million  in  annualized
revenues and operated more than 500 vision centers,  including approximately 330
freestanding locations.

                                     Page 3

     Throughout  1999 and 2000, we were unable to  profitably  operate the free-
standing vision centers.  Sales  shortfalls in these vision centers  resulted in
pressure on earnings and liquidity,  which ultimately forced the Company to seek
protection under Chapter 11 in April 2000.

     In  February   2001,   we  entered  into  a  purchase   agreement  to  sell
substantially  all  of  the  freestanding  vision  centers  and  our  Fullerton,
California laboratory-distribution center. We expect the transaction to close in
April 2001.

DATE OF INFORMATION

     Unless  otherwise  expressly  stated,  all  information in this  "Business"
section of this Form 10-K is as of December 30, 2000.

VISION CENTER OPERATIONS

     Our vision  centers  typically  occupy between 1,000 and 1,500 square feet,
including  areas for merchandise  display,  customer  service,  and contact lens
fitting.  Each vision center maintains inventory of approximately 1,000 eyeglass
frames and 550 pairs of contact lenses,  along with sunglasses and other optical
accessories.  Our three optical laboratories deliver prescription eyewear to all
our vision  centers.  The vision  centers  located in Wal-Mart  typically have a
finishing  laboratory,  which  allows for the vision  center to provide one hour
service for most single vision prescription  lenses.  These vision centers carry
inventory of approximately 725 pairs of spectacle lenses.

MARKETING

     We are a value  provider  of  optical  goods and  stress  that theme in our
marketing.  We offer everyday low prices at our vision centers. Vista also has a
"satisfaction guaranteed" customer policy. We are constantly vigilant about ways
to lower our own costs so we may pass savings on to our customers.

MANAGED VISION CARE

     We expect that retail  optical sales through  managed  vision care programs
will  increase  over the next several  years as a percentage  of overall  retail
optical sales.  Under managed vision care programs,  participants  fulfill their
eyecare  and  eyewear  needs at  specific  locations  designated  by the program
sponsor.  We believe our network of vision centers combined with the convenience
of their  locations and our ability to offer low prices should enable us to make
competitive bids for managed care contracts.

TRADEMARKS

     We use  the  "Vista  Optical"  name to  identify  our  freestanding  vision
centers, as well as those vision centers operating in Fred Meyer locations.  Our
vision  centers in Wal-Mart  are  identified  as the "Vision  Center  located in
Wal-Mart." Vista has also licensed the right to use the "Guy Laroche"  trademark
for certain  optical goods.  Our agreement with Guy Laroche  expires on December
31, 2001, but can be renewed at our option.

     We have provisionally determined,  effective upon our anticipated emergence
from Chapter 11, to change our name to "National  Vision, Inc.".  As part of our
agreement to sell the freestanding  vision centers, we have agreed to phase out,
over 18 months, our use of the "Vista" name.

                                     Page 4

EMPLOYEES

     We employ 2,860  associates on a full-time basis and 1,200  associates on a
part-time  basis.  We have  3,450  associates  engaged in retail  sales,  360 in
laboratory   and   distribution   operations,   and   250  in   management   and
administration. Apart from our retail employees in Mexico, none of our employees
are  governed  by any  collective  bargaining  agreements.  We believe  that our
employment relations are generally good.

OPTOMETRISTS

     Optometrists are important to the success of our vision centers.  We strive
to have an  optometrist  on at least a part time basis at most of our locations.
These  optometrists are typically  independent from Vista and lease a portion of
our locations for an eye examination facility. We typically charge rent to these
optometrists,  in exchange for the premises and the equipment  which we provide.
Our agreement with Wal-Mart  requires us to have an optometrist on duty at least
48 hours each week. Our relationships with optometrists are subject to extensive
regulation. (See Item 1, "Government Regulation".)

MANUFACTURING AND DISTRIBUTION

     Vista operates three manufacturing and distribution facilities which supply
substantially all requirements of our vision centers. The facilities are located
in   Lawrenceville,   Georgia   (this   facility   also   includes  the  central
administrative  offices of Vista);  Fullerton,  California  (this  facility also
includes administrative  offices); and St. Cloud, Minnesota.  Each vision center
located in Wal-Mart stores (with the exception of two vision centers acquired in
1998)  has  its  own  finishing   laboratory,   which  manufactures  lenses  for
approximately half of all customers purchasing spectacle lenses.

     Our distribution centers provide lens blanks,  frames,  contact lenses, and
sunglasses to our vision centers.  We use an overnight  delivery service to ship
completed orders and replenishment items to the vision centers. The distribution
centers and the manufacturing  facilities are interfaced with Vista's management
information system.

MANAGEMENT INFORMATION SYSTEM

     In 1999, Vista completed the development of a new point of sale system.  We
began installing the system in our vision centers in the fall of 1999 and expect
to complete the installation in all of our units by the second half of 2001. The
system is working  substantially as planned.  The system was designed to upgrade
data  processing,  broaden  capabilities  at the retail  level,  and improve the
processing of managed care transactions.

LEASED DEPARTMENT AGREEMENTS

     We  have   agreements  in  place  which  govern  our   operations  in  host
environments,  such as Wal-Mart.  Typically,  each agreement is for a base term,
followed by an option to renew.  The agreements  provide for payments of minimum
and percentage rent, and also contain customary provisions for leased department
operations. The table below sets forth key data about each of these agreements:

                                     Page 5

                     No. of Units as      Length of    Length of      No. of Options
Vision Centers       of December 30,      Base Term   Option Term     Exercisable in
  Located In             2000            (in years)   (in years)       Fiscal 2001
- ------------------------------------------------------------------------------------
                                                              
Wal-Mart(1)              395                  9           3               50

- -----------------------------------------------------------------------------------

Fred Meyer                56                  5           5               __

- -----------------------------------------------------------------------------------
Wal-Mart Mexico           27                  5           2               __

- -----------------------------------------------------------------------------------

Military Bases            19                2 or 5        __              __

- -----------------------------------------------------------------------------------

(1)  The Company also  operates two  additional  Wal-Mart  stores which  operate
     under individual leases.

Other Terms
- -----------

     Our agreement  with Wal-Mart gives us the right to open at least 400 vision
centers, including those already open. Our agreement with Wal-Mart also provides
that,  if  Wal-Mart  converts  its own store to a  "supercenter"  (a store which
contains a grocery  department  in addition to the  traditional  Wal-Mart  store
offering) and relocates our vision center as part of the conversion, the term of
our lease begins again.  We believe that Wal-Mart may in the future convert many
of its stores and  thereby  cause  many of our  leases to start  again.  We have
received no  assurances  from  Wal-Mart as to how many of their  locations  will
ultimately be converted.

     Our agreement with Wal-Mart  Mexico  provides that each party will not deal
with other parties to operate leased department  vision centers in Mexico.  This
agreement  also permits each party to terminate the lease for each vision center
which fails to meet minimum sales requirements specified in the agreement.

Options to Renew
- ----------------

     Wal-Mart  Vision  Centers

     We exercised our option to renew the leases for 44 Wal-Mart  vision centers
in 2000. The base term for 50 vision  centers  expires in 2001, and we will need
to determine which leases to extend.  We expect to renew the leases for the vast
majority  of these  vision  centers.  These  decisions  will be based on various
factors,  including sales levels,  anticipated future  profitability,  increased
rental fees in the option period, and market share.

                                     Page 6

     Other Vision Centers

     Our agreement  with Fred Meyer  obligates us to exercise our renewal option
as to all or none of these  locations  with the exception of five stores,  which
are covered by a separate  agreement.  This option  must be  exercised  in 2003.
Under our  agreement  with  Wal-Mart  Mexico,  we have two  options for two year
renewals,  and one option for an additional  one year  renewal,  for each vision
center.

No  Assurances of  Expansion
- ----------------------------

     We have no  assurances  or  guarantees  that we will be able to expand  our
operations in any of our host  environments.  However,  we periodically  discuss
such opportunities with existing and new potential host companies.

GOVERNMENT REGULATION

     Our business is heavily regulated by federal, state, and local law. We must
comply with federal laws such as the Social  Security Act (which  applies to our
participation in Medicare  programs),  the Health  Insurance  Portability Act of
1996 (which governs our  participation  in managed care programs),  and the Food
and Drug  Administration  Act (which  regulates  medical devices such as contact
lenses).  In  addition,  all states have passed laws which  govern or affect our
arrangements  with the  optometrists  who practice in our vision  centers.  Some
states, such as California, Texas, North Carolina, and Kansas, have particularly
extensive and burdensome  requirements which affect the way we do business. Many
of these states also have  adopted laws which mirror the federal laws  described
above.   Local  ordinances  (such  as  zoning   requirements)  can  also  impose
significant burdens and costs of compliance.  Frequently, our competitors sit on
state and local boards. Our risks and costs of compliance are often increased as
a result.

     We believe that we  substantially  comply with material  regulations  which
apply to our business.

COMPETITION

     The retail  eyecare  industry is  extremely  competitive.  We compete  with
national  companies such as Lenscrafters and Cole; we also compete with numerous
regional  and local  firms.  In addition,  optometrists,  ophthalmologists,  and
opticians provide many of the same goods and services we provide.  The level and
intensity of  competition  can vary  dramatically  depending  on the  particular
market.  We believe that we have numerous  competitive  advantages,  such as our
everyday low pricing, product selection, and quality and consistency of service.

     We also  compete  for  managed  care  business.  Our  competition  for this
business  is  principally  the  larger  national  and  regional  optical  firms.
Competition for this business is driven by size of provider network, quality and
consistency of service,  and by pricing of vision care services.  We have one of
the largest  networks  in the  country and believe  that the size of the network
gives us a competitive advantage.

     Several of our competitors have significantly  greater financial  resources
than we do. As a result,  they may be able to engage in extensive  and prolonged
price promotions which may adversely affect our business.  They may also be able
spend more than we do for advertising.

                                     Page 7

MEXICO OPERATIONS

     We operate 27 vision  centers in Mexico  under a master  license  agreement
with  Wal-Mart.  Our  operations in Mexico face unique  risks,  such as currency
devaluations,  inflation,  difficulties in cross-cultural marketing, and similar
factors.

ITEM  2.   PROPERTIES

     Our 725 vision  centers in operation as of December 30, 2000 are located as
follows:

    Location                  Total         Location                  Total
    --------                  -----         --------                  -----

 Alabama                         9       Nevada                          7
 Alaska                         16       New Hampshire                   4
 Arizona                        38       New Jersey                     13
 California                    196       New Mexico                     10
 Colorado                       24       New York                       26
 Connecticut                    10       North Carolina                 56
 Florida                         5       North Dakota                   10
 Georgia                        37       Oregon                         38
 Hawaii                          4       Pennsylvania                   18
 Idaho                          11       South Carolina                 11
 Iowa                            8       South Dakota                    1
 Kansas                         10       Tennessee                       2
 Kentucky                        1       Texas                           7
 Louisiana                       2       Virginia                       23
 Maine                           1       Washington                     43
 Maryland                        3       West Virginia                   7
 Massachusetts                   5       Wisconsin                       3
 Minnesota                      32       Wyoming                         3
 Montana                         4
                                         Mexico                         27

     Our  headquarters in  Lawrenceville,  Georgia is located in a 66,000 square
foot building  which  includes a distribution  center and lens  laboratory.  The
building is subleased  from  Wal-Mart  through  2001. We have an option to renew
this lease for approximately seven years.

     The Company has regional  facilities  located in St.  Cloud,  Minnesota and
Fullerton, California. The 20,000 square foot St. Cloud facility is subject to a
lease that expires in October 2007. The 45,000 square foot Fullerton facility is
subject to a lease that expires in August  2006.  The Company also has an option
to extend the Fullerton lease for five years.  Both  facilities  contain optical
laboratories.

ITEM 3.   LEGAL PROCEEDINGS

     On April 5, 2000, the Company and ten of its  subsidiaries  filed voluntary
petitions with the United States  Bankruptcy Court for the Northern  District of
Georgia for reorganization  under Chapter 11 of the Bankruptcy Code. The Debtors
are currently operating their businesses as  debtors-in-possession.  The Chapter
11 Cases have been  consolidated for the purpose of joint  administration  under
case number 00-65214. All affiliated entities of the Company are included in the
Chapter 11 cases,  except only (a) three subsidiaries which are licensed managed
care organizations and (b) foreign subsidiaries of the Company. Page 8

     In March 2001, the Debtors filed a plan of  reorganization  for the Chapter
11 Cases.  We expect  the  Company  will  emerge  from  Chapter 11 in the second
quarter of 2001. There can be no assurance that the reorganization  plan will be
confirmed by the Bankruptcy  Court,  or that such plan will be  consummated.  If
confirmed and consummated,  the proposed plan of  reorganization  will result in
the settlement of unsecured claims at less than 100% of face value. The existing
Common Stock will be cancelled,  resulting in existing shareholders receiving no
value for their interests. (See Item 7, "Proceedings Under Chapter 11", and Note
3 of Notes to Consolidated Financial Statements and Report of Independent Public
Accountants included herein.)

     On October 6, 1999,  former store  managers of  Frame-n-Lens  filed a class
action in the Orange County  Superior Court in California  (Kremer and Riddle v.
Vista Eyecare,  Inc.), alleging that the Company failed to pay overtime wages to
present and former  store  managers.  The Company is  vigorously  defending  the
lawsuit.  The Company has also asserted a right of  indemnification  pursuant to
the share purchase agreement for the acquisition of Frame-n-Lens.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters  were  submitted to a vote of security  holders  during the last
quarter of fiscal 2000.

                                     Page 9

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
          MATTERS

     The Company's  Common Stock was traded on the NASDAQ National Market System
under the symbol "NVAL" from May 1992 until January 4, 1999, when the symbol was
changed to "VSTA". From October 12, 1999 through April 4, 2000, our Common Stock
was  traded on the NASDAQ  SmallCap  Market.  On April 5,  2000,  trading of our
Common Stock was halted after we issued a press release announcing the filing of
the Chapter 11 Cases.  As of May 17, 2000, our common stock began trading on the
OTC Bulletin Board.

     The following  table sets forth for the periods  indicated the high and low
prices of the  Company's  Common  Stock in the various  market  systems as noted
above.

                    Quarter Ended             High                Low
                  ------------------         ------              ------

Fiscal 1999       April 3, 1999              $6.250              $4.500
                  July 3, 1999               $6.250              $3.625
                  October 2, 1999            $3.938              $2.250
                  January 1, 2000            $2.750              $0.625

Fiscal 2000       April 1, 2000              $2.500              $0.844
                  July 1, 2000               $0.875              $0.203
                  September 30, 2000         $0.359              $0.125
                  December 30, 2000          $0.219              $0.031

     As of December 30, 2000, there were  approximately 500 holders of record of
the Company's Common Stock.

     In March  2001,  the  Company  filed  its plan of  reorganization  with the
Bankruptcy  Court.  The  plan  provides  for  the  conversion  of the  Company's
Liabilities Subject to Compromise into new secured notes and common stock. Under
the proposed plan, the existing Common Stock  outstanding would be cancelled and
would result in existing  shareholders  receiving no value for their  interests.
The Company  believes  that the value of the Common Stock is highly  speculative
since it is probable that it will be cancelled, and therefore, will be worthless
if the expected plan of reorganization is consummated.

     Under the proposed plan of  Reorganization,  it is the Company's  intent to
use cash resources only for its operations,  expenses  related to its Chapter 11
proceedings  and,  ultimately,  for payment of interest expense and repayment of
principal on the Company's new secured notes. Future dividend policy will depend
upon the earnings and financial condition of the Company, the Company's need for
funds and other factors.

ITEM 6.   SELECTED FINANCIAL DATA

     The following  selected  financial  data of the Company with respect to the
consolidated financial statements for the years ended December 30, 2000, January
1, 2000,  January 2, 1999,  January 3, 1998,  and December 28, 1996,  is derived
from the Company's  Consolidated  Financial  Statements.  The selected financial
data set  forth  below  should  be read in  conjunction  with  the  Consolidated
Financial  Statements  and Notes  thereto  included  elsewhere  in this  Report.
Amounts presented are in thousands, except per share data.

                                     Page 10

                               Vista Eyecare, Inc.
                             DEBTORS-IN-POSSESSION
                      Consolidated Statements of Operations

                                                                      2000          1999          1998         1997         1996
                                                                   ---------     ---------     ---------    ---------    ---------
                                                                                                          
                                                                     (1)(4)        (1)(3)         (1)         (1)(2)         (1)
 Net sales                                                         $ 307,694     $ 329,055    $  245,331   $  186,354    $ 160,376
 Cost of goods sold                                                  143,458       147,768       112,929       86,363       76,692
                                                                   ---------     ---------     ---------    ---------    ---------
 Gross profit                                                        164,236       181,287       132,402       99,991       83,684
 Gross profit percentage                                                53.4%         55.1%         54.0%        53.7%        52.2%

 Selling, general, & administrative expense                          166,364       177,162       121,413       89,156       76,920
 Impairment of long-lived assets                                       2,684         1,952          --           --           --
 Restructuring expense                                                 1,601          --            --           --           --
                                                                   ---------     ---------     ---------    ---------    ---------
 Operating income/(loss)                                              (6,413)        2,173        10,989       10,835        6,764
 Interest expense                                                      7,723        19,329         5,538        1,554        2,084
                                                                   ---------     ---------     ---------    ---------    ---------
 Earnings/(loss) before reorganization items and taxes               (14,136)      (17,156)        5,451        9,281        4,680
 Reorganization items (See Note 5)                                   121,539          --            --           --           --
                                                                   ---------     ---------     ---------    ---------    ---------
 Earnings/(loss) before taxes, extraordinary item and cumulative
    effect of a change in accounting principle                      (135,675)      (17,156)        5,451        9,281        4,680
 Income tax expense (See Note 14)                                       --            --           2,037        3,708        1,200
                                                                   ---------     ---------     ---------    ---------    ---------
 Earnings/(loss) before extraordinary loss and cumulative
     effect of a change in accounting principle                     (135,675)      (17,156)        3,414        5,573        3,480
 Extraordinary loss, net (See Note 11)                                  (827)         (406)         --           --           --
 Cumulative effect, net (See Note 2)                                  (3,378)         --            --           --           --
                                                                   ---------     ---------     ---------    ---------    ---------
 Net earnings/(loss)                                               $(139,880)    $ (17,562)    $   3,414    $   5,573     $  3,480
                                                                   =========     =========     =========    =========    =========
 Basic earnings/(loss) per share:
    Earnings/(loss) before extraordinary item
      and cumulative effect                                            (6.41)        (0.81)         0.16         0.27         0.17
    Loss from extraordinary item                                       (0.04)        (0.02)         --           --           --
    Loss from cumulative effect                                        (0.16)         --            --           --           --
                                                                   ---------     ---------     ---------    ---------    ---------
 Net earnings/(loss) per basic share                               $   (6.61)    $   (0.83)    $    0.16    $    0.27    $    0.17
                                                                   =========     =========     =========    =========    =========
 Diluted earnings/(loss) per share:
    Earnings/(loss) before extraordinary item and
      cumulative effect                                                (6.41)        (0.81)         0.16         0.27         0.17
    Loss from extraordinary item                                       (0.04)        (0.02)         --           --           --
    Loss from cumulative effect                                        (0.16)         --            --           --           --
                                                                   ---------     ---------     ---------    ---------    ---------
 Net earnings/(loss) per diluted share                             $   (6.61)    $   (0.83)   $     0.16    $    0.27     $   0.17
                                                                   =========     =========     =========    =========    =========
STATISTICAL DATA (UNAUDITED):
 (In thousands except vision center data)
Domestic vision centers open at end of period:
    Leased department vision centers                                     472          577           562          364          320
    Freestanding vision centers                                          226           322           331           50          --
 Average weekly consolidated sales
    per leased department vision center (5)                        $   8,700     $   8,200      $  9,000     $  9,400     $  9,300
Average weekly consolidated sales
    per freestanding vision center (5)                             $   4,500     $   4,700      $  4,900     $    --      $    --

 Capital expenditures                                              $   5,379     $  12,704      $  9,183     $  8,049     $  2,713
 Depreciation and amortization                                        17,526        18,602        14,177       11,035       10,058
 EBITDA (6)                                                           11,113        20,775        25,166       21,870       16,822
    EBITDA margin percentage                                             3.6%          6.3%         10.3%        11.7%        10.5%
 EBITDA prior to significant provisions (6)                           17,009        25,427        25,166        21,870       16,822
    EBITDA margin percentage
     prior to significant provisions                                     5.5%          7.7%         10.3%        11.7%        10.5%

 BALANCE SHEET DATA:
 Working capital                                                   $  17,866     $ (11,714)     $  4,208     $ 12,171     $ 13,502
 Total assets                                                         90,888       220,219       229,097       83,250       74,564
 Current and long-term debt
    obligations (7)                                                  183,735       151,902       139,608       24,973       26,500
 Shareholders' (deficit) equity                                     (113,323)       26,557        43,927       35,598       29,906

                                    Page 11

PRO FORMA RESULTS:

     As part of the proposed Plan of  Reorganization  filed with the  Bankruptcy
Court in March 2001,  the Company will dispose of all  freestanding  operations,
including  the  Fullerton,  California   laboratory/distribution   facility.  In
February 2001, the Company signed a purchase agreement to sell the assets of its
freestanding  locations  and  the  Fullerton,  California  laboratory  for  $8.5
million. The sale is expected to close in April 2001.

     Pro forma unaudited financial results of operations are presented below, as
if the freestanding  operations were disposed of at the beginning of the periods
presented.  The pro forma results  presented  include  certain  adjustments  and
estimates by management.  The pro forma 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.
(See Item 7, "Management's Discussion and Analysis".)

                                                   2000            1999             1998            1997            1996
                                              -------------   -------------    ------------     ----------      ----------
                                                                                                 
Net sales                                      $  246,915     $  247,875       $  209,220        $  182,813     $  160,376
Gross profit                                   $  133,481     $  134,057       $  112,509        $   98,174     $   83,684

Operating income                               $   13,493     $   12,230       $   11,424        $   10,888     $    6,764
EBITDA prior to significant provisions (6)     $   25,833     $   26,021       $   23,751        $   21,797     $   16,822

(1)  Financial  information  for  all  years  presented  includes   results   of
     international  operations  for the 12 months ended November 30. (See Note 2
     to Consolidated Financial Statements.)

(2)  Effective January 1, 1995, the Company changed its year end to a 52/53 week
     retail calendar. (See Note 2 to Consolidated Financial Statements.)  Fiscal
     1997  consisted of 53 weeks ended January 3, 1998.  Sales for the 53rd week
     approximated $3.0 million in fiscal 1997.

(3)  In 1999, the Company recorded a $2.7 million provision for the write-off of
     certain receivables and an impairment of $1.9 million in connection with 36
     underperforming vision centers.

(4)  In 2000,  the Company  recorded an  impairment  provision for inventory and
     receivables  at  the  freestanding  locations  totaling  $1.1  million  and
     $518,000, respectively. These items were included in Cost of goods sold and
     SG&A expense, as appropriate.

(5)  Calculated  from  sales from each  month  during the period  divided by the
     number of store weeks of sales during the period, excluding stores not open
     a full month.

(6)  EBITDA  is  calculated  as  operating   income  before   interest,   taxes,
     depreciation and amortization.  EBITDA is presented  because it is a widely
     accepted  financial  indicator  of a company's  ability to service or incur
     indebtedness.  However, EBITDA does not represent cash flow from operations
     as defined by generally accepted  accounting  principles  ("GAAP"),  is not
     necessarily  indicative  of cash  available  to fund all cash  flow  needs,
     should not be considered an  alternative to net income or to cash flow from
     operations  (as  determined  in  accordance  with  GAAP) and  should not be
     considered an indication of the  Company's  operating  performance  or as a
     measure of  liquidity.  EBITDA is not  necessarily  comparable to similarly
     titled measures for other companies. EBITDA prior to significant provisions
     is  calculated  as EBITDA prior to  Restructuring  Expense,  Reorganization
     Items,  Extraordinary Items,  Cumulative Effect and provisions described in
     Footnote 3 and 4 above.

(7)  Current  and  long-term  debt  obligations  include  the  Revolving  Credit
     Facility and term loan,  Senior  Notes,  Redeemable  Common Stock and other
     long-term debt and capital lease  obligations.  In 2000, this includes $171
     million of Liabilities  Subject to Compromise  which may be settled at less
     than face value.

                                        Page 12

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

Proceedings Under Chapter 11 of the Bankruptcy Code

     On April 5, 2000, the Company and ten of its  subsidiaries  filed voluntary
petitions with the  Bankruptcy  Court for  reorganization  under Chapter 11. The
Debtors  are  currently  operating  their  businesses  as  debtors-in-possession
pursuant to the  Bankruptcy  Code.  All  affiliated  entities of the Company are
included in the Chapter 11 Cases,  except only (a) three  subsidiaries which are
licensed managed care organizations and (b) foreign subsidiaries of the Company.

     At a hearing held on April 5, 2000,  the  Bankruptcy  Court entered  orders
granting  authority to the  Debtors,  among other  things,  to maintain our cash
management  system,  to  pay  pre-petition  and  post-petition  employee  wages,
salaries, benefits and other employee obligations, and to honor customer service
programs, including warranties,  returns  and gift certificates.  The Bankruptcy
Court also  ordered  that the Company  could  enter into a  debtor-in-possession
credit facility.  (See Note 3 of Notes to Consolidated  Financial Statements and
the Report of Independent Public Accountants included herein.)

     In March 2001, the Debtors filed a plan of  reorganization  for the Chapter
11 Cases.  We expect the  Company  will  emerge  from  bankruptcy  in the second
quarter of 2001. There can be no assurance that the reorganization  plan will be
confirmed by the Bankruptcy  Court,  or that such plan will be  consummated.  If
confirmed and consummated,  the proposed plan of  reorganization  will result in
the  settlement  of  unsecured  claims at less  than 100% of face  value and the
common  stock of the Company  will have no value.  (See Item 7,  "Liquidity  and
Capital Resources" and Note 3 of Notes to Consolidated  Financial Statements and
Report of Independent Public Accountants included herein.)

                                     Page 13

Consolidated Financial Statements

     The Company's  Consolidated  Financial  Statements  have been prepared on a
going concern basis of accounting and do not reflect any adjustments  that might
result if the Company is unable to continue as a going  concern.  The  Company's
recent losses and negative cash flows from operations, and the Chapter 11 Cases,
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern. As discussed above,  management has submitted a plan for reorganization
to the  Bankruptcy  Court.  The  ability of the  Company to  continue as a going
concern and the  appropriateness  of using the going  concern basis is dependent
upon,  among  other  things,  (i) the  Company's  ability  to  comply  with  the
debtor-in-possession  financing agreements ("DIP" Facility),  (ii) the Company's
ability  to  obtain  financing  upon  expiration  of  the  DIP  Facility,  (iii)
confirmation  of a plan of  reorganization  under the Bankruptcy  Code, (iv) the
Company's ability to achieve profitable operations after such confirmation,  and
(v) the Company's  ability to generate  sufficient  cash from operations to meet
its obligations.

     As  a  result  of  the  filing  of  the   Chapter  11  Cases  and   related
circumstances,  realization of assets and  liquidation of liabilities is subject
to substantial  doubt. While under the protection of Chapter 11, the Debtors may
sell or otherwise dispose of assets,  and liquidate or settle  liabilities,  for
amounts other than those  reflected in the  Consolidated  Financial  Statements.
Further,  the confirmation of a plan or plans of reorganization could materially
change  the  amounts  reported  in  the  accompanying   Consolidated   Financial
Statements. The Consolidated Financial Statements do not include any adjustments
relating to recoverability of the value of recorded asset amounts or the amounts
and  classification of liabilities that might be necessary as a consequence of a
plan or reorganization.

Results of Operations

     The  Company's  results  of  operations  in any  period  are  significantly
affected by the number and mix of vision  centers  opened and  operating  during
such period.  As of December 30, 2000,  the Company  operated 725 vision centers
versus 926 vision  centers as of January 1, 2000.  In the third quarter of 2000,
the Company  terminated its 72 leases  governing all the Company's units located
in Sam's Club locations. (See Note 5 to Consolidated Financial  Statements).  In
addition, the Company terminated its ten leases in Meijer Thrifty Acre locations
in October 2000. (See Note 5 to Consolidated Financial Statements.)  The Company
also  rejected,  or  otherwise  terminated  the  leases  for,  approximately  97
freestanding vision centers.

     As part of our  proposed  plan of  reorganization,  we will  dispose of all
free-standing     operations,     including    the     Fullerton,     California
laboratory-distribution  facility.  In  February  2001,  the  Company  signed  a
purchase  agreement  to sell the assets of its  freestanding  locations  and the
Fullerton, California laboratory for $8.5 million. The sale, which is subject to
customary terms and conditions,  is expected to close in April 2001. (See Note 6
of Consolidated Financial Statements.)

     Pro forma unaudited financial results of operations are presented below, as
if the freestanding  operations were disposed of at the beginning of the periods
presented.  The pro forma results  presented  include  certain  adjustments  and
estimates by management.  The pro forma 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.

                                           2000           1999           1998
                                        ---------     -----------     ----------
Net Sales                              $  246,915     $  247,875      $  209,220
Gross Profit                           $  133,481     $  134,057      $  112,509

Operating Income                       $   13,493     $   12,230      $   11,424
EBITDA before significant provisions   $   25,833     $   26,021      $   23,751

                                     Page 14

     EBITDA prior to  significant  provisions  is  calculated as EBITDA prior to
Restructuring  Expense,  Reorganization Items,  Extraordinary Items,  Cumulative
Effect and the 1999 provision for receivables.

YEAR ENDED DECEMBER 30, 2000 COMPARED TO YEAR ENDED JANUARY 1, 2000

     NET SALES. The Company recorded net sales of $307.7 million in fiscal 2000,
a decrease of 6.5% over sales of $329.1 million in fiscal 1999.  Sales decreased
due to the following reasons:

o    The Company closed 91 freestanding  stores in April 2000. Theses stores had
     sales of $3.1 million in 2000 versus $13.0  million in 1999, a reduction of
     $9.9 million.

o    The remaining freestanding stores generated negative comparable store sales
     of 15.5% resulting in a decrease of $10.6 million in sales.

o    During 2000, the Company closed 117 Sam's Club locations,  72 of which were
     terminated prior to the end of their lease term. These closings resulted in
     a sales decrease of $12.2 million in 2000.

     These decreases were partially offset by:

o    Favorable  comparable store sales at the Wal-Mart and Military divisions of
     2.0%  and  6.5%,  respectively.  This  resulted  in a  $4.7  million  sales
     increase.

o    New store openings at the Wal-Mart and Military divisions resulted in sales
     increases of $6.9 million over the prior year.

     In addition,  the Company's adoption of SAB 101 deferred the recognition of
approximately  $300,000 of net sales in fiscal 2000. (See Note 2 of Consolidated
Financial Statements.)

     GROSS PROFIT.  In 2000, gross  profit  decreased  to  $164.2 million versus
$181.3 million in 1999.  This decrease was due to the following:

o    A reduction  in sales caused by the closure of all of the  Company's  Sam's
     Club  locations,  as  well  as the  operation  of  approximately  97  fewer
     freestanding locations  and the  negative comparable store sales registered
     by the remaining freestanding vision centers acquired by the Company ($11.8
     million).

o    A charge of approximately $1.1 million to adjust inventory at the Company's
     freestanding  stores to net realizable  value (See  "Reorganization  Items,
     Restructuring Expenses and Impairment of Long-lived Assets").

o    A  reduction  in vendor  promotional  monies  and  independent  optometrist
     revenue from the amounts received a year ago.

     Gross profit as a percentage  of sales  decreased  from 55.1% a year ago to
53.4% in the current period.  In addition to the reasons  described  above,  the
decrease can also be attributed to the following:

o    A loss of  efficiency in the Fullerton Lab caused by the decrease in volume
     as a result of declining sales levels in the Company's  freestanding vision
     centers as well as lower volume resulting from closed stores.

o    A sales shift from  eyeglasses  to contact  lenses  caused by contact  lens
     promotions in the  freestanding  vision  centers.  Eyeglasses have a higher
     margin than do contact lenses. Additionally, contact lens margins decreased
     due to competitive price pressure.

                                     Page 15

o    A  decline  in  average  sales  per  store  recorded  by  the  freestanding
     operations caused rent as a percentage of net sales to increase and thereby
     reduced margin as a percent of net sales.

     SELLING,  GENERAL,  AND  ADMINISTRATIVE  EXPENSE.  This category of expense
includes  both retail  operating  expense and  corporate  office  administrative
costs.  SG&A expense  decreased from $177.2 million in 1999 to $166.4 million in
2000. The decrease was due primarily to the following:

o    Payroll  savings  of $6.7  million  from  the  closure  of the  Sam's  Club
     locations and approximately 97 freestanding locations.

o    Home  office  savings  of  $2.2  million  related  to  the  elimination  of
     amortization  of  goodwill  from the  Frame-n-Lens,  New  West and  Midwest
     acquisitions,  which was  impaired  in the  third  quarter  of 2000,  and a
     reduction in payroll, recruiting and relocation expenses.

     OPERATING   INCOME/(LOSS).   Operating   results   for   2000,   prior   to
reorganization  and  restructuring  items and  impairment of long-lived  assets,
decreased to an operating loss of $2.1 million versus  operating  income of $4.1
million in 1999.

     INTEREST EXPENSE.  Interest expense decreased from $19.3 million in 1999 to
$7.7  million in 2000.  Because of the filing of the  Chapter 11 Cases,  we have
stopped  accruing for interest on unsecured debt until the Company  emerges from
Chapter 11 of the Bankruptcy  Code, or it becomes probable that the Company will
pay these amounts as part of a plan of  reorganization.  (See "Accounting During
Reorganization  Proceedings".)  Contractual interest  expense for 2000 was $20.7
million.  In addition,  interest  expense  excludes  $144,000 of interest income
which has been reflected as a reorganization item.

     BENEFIT FOR INCOME TAXES.  We recorded a pre-tax  operating  loss of $135.7
million versus a loss of $17.2 million in the prior period. The resulting income
tax benefit was  approximately  $1.7  million.  We have  established a valuation
allowance equal to the amount of the tax benefit.

     EXTRAORDINARY  LOSS. Results also include an extraordinary loss of $827,000
in 2000 associated with the write-off of the capitalized  costs of the Company's
previous Foothill Credit Facility.

     CUMULATIVE  EFFECT OF A CHANGE IN ACCOUNTING  PRINCIPLE.  In December 1999,
the SEC issued  Staff  Accounting  Bulletin  No. 101,  "Revenue  Recognition  in
Financial  Statements." SAB 101 summarizes the SEC's view in applying  generally
accepted accounting  principles to selected revenue recognition issues. Prior to
the adoption of SAB 101, the Company  recognized  revenues and the related costs
from retail sales when at least 50% of the payment was received.  In response to
SAB 101,  the Company is  required to  recognize  revenue  upon  delivery of the
product. The cumulative effect of this change in accounting principle was a $3.4
million reduction in net earnings of 2000.

     NET INCOME. The Company recorded a net loss of $139.9 million, or a loss of
$6.61 per basic and diluted share.

                                          Page 16

ACCOUNTING DURING REORGANIZATION PROCEEDINGS

     Entering  the  reorganization  proceedings  does not  affect or change  the
application of generally accepted accounting  principles followed by the Company
in the preparation of its Consolidated Financial Statements. During the pendency
of the  Chapter 11 Cases,  our  consolidated  financial  statements  distinguish
transactions  and events that are directly  associated  with the  reorganization
from the ongoing  operations  of the  business in  accordance  with the American
Institute  of  Certified  Public  Accountants'  Statement  of  Position  90-7  -
"Financial  Reporting by Entities in  Reorganization  under the Bankruptcy Code"
("SOP 90-7"). The Company's  consolidated  balance sheets segregate  Liabilities
Subject to Compromise from  liabilities not subject to compromise.  In addition,
we have  stopped  accruing  for  interest  on  unsecured  debt until the Company
emerges from protection  under Chapter 11 of the Bankruptcy  Code, or it becomes
probable that we will pay these amounts as part of a plan of reorganization.

Liabilities Subject to Compromise

     Liabilities  Subject to Compromise refers to liabilities  incurred prior to
the  commencement  of the Chapter 11 Cases,  including  those  considered by the
Bankruptcy  Court to be  pre-petition  claims,  such as claims  arising out of a
rejection of a lease for real property.  These liabilities  consist primarily of
amounts  outstanding  under  long-term debt and also include  accounts  payable,
accrued interest, accrued restructuring costs  and other accrued expenses. These
amounts  represent  the  Company's  estimate of known or potential  claims to be
resolved  in the  Chapter  11  Cases.  Such  claims  remain  subject  to  future
adjustments.  Adjustments may result from (1)  negotiations;  (2) actions of the
Bankruptcy Court; (3) further  development with respect to disputed claims;  (4)
future rejection of additional  executory contracts or unexpired leases; (5) the
determination as to the value of any collateral  securing claims;  (6) proofs of
claim;  or (7)  other  events.  Payment  terms  for  these  amounts,  which  are
considered long-term liabilities at this time, will be established in connection
with the Chapter 11 Cases.

     The principal  categories of claims  classified as  Liabilities  Subject to
Compromise in the Chapter 11 Cases are identified below: (amounts in thousands)

                                                              December 30, 2000
                                                              -----------------

Accounts payable                                                       $ 25,856
Accrued expenses                                                          2,717
Provision for rejected contracts                                          3,142
Senior notes, net of discount including $7,480 accrued interest         131,266
Other long-term debt and capital lease obligations                        7,843
                                                                       --------
                                                                       $170,824
                                                                       ========

     The  Company  has  received  approval  from  the  Bankruptcy  Court  to pay
pre-petition  and  post-petition  employee wages,  salaries,  benefits and other
employee obligations,  to pay vendors and other providers in the ordinary course
for goods and services received from April 5, 2000 and to honor customer service
programs,  including warranties and returns. These items are recorded as accrued
expenses not subject to compromise.

                                    Page 17

REORGANIZATION  ITEMS,  RESTRUCTURING  EXPENSES  AND  IMPAIRMENT  OF  LONG-LIVED
ASSETS.

General

     In the last  quarter  of 1999  and in  fiscal  2000,  we  recorded  charges
relating to store closings,  to impairment of long-lived  assets and to expenses
incurred  in the  Chapter 11 Cases.  Generally  accepted  accounting  principles
require different presentations depending on whether we incurred the cost before
or after the filing of the Chapter 11 Cases.

Impairment of Fixed Assets and Restructuring Expenses

     We have recorded  charges for impairment of fixed assets and  restructuring
expenses in  connection  with stores  closed before the filing of the Chapter 11
Cases.  Emerging  Issues  Task Force Issue  94-03,  "Liability  Recognition  for
Certain Employee  Termination  Benefits to Exit an Activity  (Including  Certain
Costs Incurred in a  Restructuring)",  requires that we present these charges as
components of operating income.

     In connection  with stores closed after the filing of the Chapter 11 Cases,
we have recorded  charges for  impairment of fixed assets and for  restructuring
expenses.  All expenses of this nature  incurred after the first quarter of 2000
have been presented as reorganization items, below operating income.

Summary of Restructuring Charges

     The table below  summarizes  charges  for  impairment  of fixed  assets and
restructuring expenses incurred in the fourth quarter 1999 and the first quarter
2000.  These charges were incurred before the Company began the Chapter 11 Cases
(amounts in thousands):

                                       Fourth Quarter 1999    First Quarter 2000
                                       -------------------    ------------------

     Impairment of fixed assets             $1,952                 $2,684

     Restructuring expense:
       Provision for rejected leases        $ --                   $1,362
       Other store closing costs              --                      239
                                            ------                 ------
                                            $ --                   $1,601
                                            ======                 ======

     Impairment and  restructuring  charges  incurred after the first quarter of
2000 are  considered  reorganization  items and are  presented  below  operating
income.

                                     Page 18

Summary of Reorganization Items

     Results for fiscal  2000  include  charges  which were  incurred  after the
Company  filed the  Chapter 11 Cases.  Expenses  related  to the  reorganization
process and the Chapter 11 Cases are considered  reorganization items. The table
below summarizes these charges: (amounts in thousands)

                                                      2000
                                                    --------

              Impairment of goodwill               $ 100,805
              Impairment of fixed assets              12,000
              Provision for rejected leases            1,920
              Other store closing costs                  670
              Professional fees                        3,421
              Retention bonus                          2,173
              Interest income on accumulated cash       (144)
              Other reorganization costs                 694
                                                   ---------
                                                   $ 121,539
                                                   =========

Impairment of Long-Lived Assets

     Due to continuing  negative  cash flows,  coupled with the possible sale or
disposition of certain  Company  assets,  we recorded a noncash charge of $100.8
million  for the  impairment  of goodwill  associated  with the  acquisition  of
Frame-n-Lens Optical,  Inc., New West Eyeworks, Inc. and Midwest Vision, Inc. in
the third  quarter of 2000. In addition,  we recorded a noncash  charge of $10.6
million to reflect the impairment of fixed assets associated with these acquired
entities.

     The Company  terminated  ten leases  governing all of the  Company's  units
located in Meijer Thrifty Acre locations. The Company recorded a noncash pre-tax
charge of $987,000 in 2000 related to the  impairment of leasehold  improvements
and furniture and fixtures in the Meijer locations.

     In the second  quarter of 2000,  the  Company  reached  an  agreement  with
Wal-Mart Stores,  Inc. to terminate its 72 leases governing all of the Company's
units located in Sam's Club locations.  Pursuant to this agreement,  the Company
turned over all such  locations to Wal-Mart  Stores by  September  1, 2000.  The
Company  received no  proceeds  from  Wal-Mart  for the early  termination,  and
Wal-Mart  will waive all claims for rent under the leases for the balance of the
original lease term. The Company  recorded a noncash  pre-tax charge of $367,000
related to the impairment of leasehold  improvements  and furniture and fixtures
in the Sam's Club locations. (See Note 5 to Consolidated Financial Statements.)

                                     Page 19

     A summary of the impairment charges  recorded in 2000 follows:  (amounts in
thousands)

               Impairment of goodwill:
                        Frame-n-Lens                 $ 38,318
                        New West Eyeworks              60,610
                        Midwest Vision                  1,877
                                                     --------
               Total goodwill impairment             $100,805
                                                     ========

               Impairment of fixed assets:
                        Frame-n-Lens                 $  4,792
                        New West Eyeworks               5,186
                        Midwest Vision                    668
                        Meijer Thrifty Acre               987
                        Sam's Club                        367
                                                     --------
               Total fixed asset impairment          $ 12,000
                                                     ========

     In addition to the  impairment  of goodwill and fixed  assets,  the Company
recorded  adjustments to inventory of $1.1 million and to accounts receivable of
$0.5 million to adjust the carrying value to net realizable value. These charges
were included in Cost of goods sold and SG&A expense, as appropriate.

YEAR ENDED JANUARY 1, 2000 COMPARED TO YEAR ENDED JANUARY 2, 1999

     NET SALES. The Company recorded net sales of $329.1 million in fiscal 1999,
an  improvement of 34% over sales of $245.3 million in fiscal 1998. We increased
sales for two reasons.  First,  in 1999 our net sales  included the net sales of
our Acquired  Businesses  for the entire fiscal year,  whereas our net sales for
1998  included  the sales of the acquired  businesses  for only a portion of the
year. Second,  our sales in our core leased  departments  increased by 4.1% over
1998 results.

     NET  SALES IN  ACQUIRED  BUSINESSES.  In  1999,  the  integration  of these
businesses fell below  expectations which negatively  affected our results.  The
most important  reason for the  disappointing  performance  was the  significant
shortfall in sales.  The following  factors  contributed  to our poor  operating
results in the Acquired Businesses:

o    The  consolidation  of three  different  retail  concepts into one existing
     concept proved more difficult than we anticipated.

o    We  underestimated  the power of the  existing  trade names of the acquired
     businesses  and lost market share when we changed the store names to "Vista
     Optical".

o    We incurred  significant  service  disruptions  when we closed three of our
     manufacturing locations and consolidated their operations into our existing
     facilities.

o    We had  substantial  turnover  at the field and  management  levels,  which
     further disrupted our operations.

                                         Page 20

     In 1999,  we made a number of  changes  to  improve  these  businesses.  In
particular, we:

o    improved the inventory carried by these vision centers.

o    recruited optometrists to many locations.

o    instituted intensive training programs for retail personnel.

o    created a new advertising campaign, which began running in early 2000.

     GROSS PROFIT.  In 1999, we increased gross profit to $181.3 million,  a 37%
increase over $132.4  million in 1998.  The increase in net sales resulted in an
increase in gross profit dollars. Our gross profit percentage increased from 54%
in 1998 to 55.1% in 1999. Several factors contributed to this increase:

o    We increased our purchasing power since completing the acquisitions.

o    The  consolidation of our  manufacturing  operations from six facilities to
     three facilities reduced our average lens cost.

o    We received significant promotional payments from key vendors.

     Other factors had a negative impact on gross profit percentage:

o    Retail prices for contact  lenses  continued to decline  because of intense
     price competition.

o    During the  consolidation  of our  manufacturing  operations,  our  service
     declined,  causing an  increase  in remake and  warranty  work on  customer
     orders.

o    Shortfalls in sales at the acquired vision centers caused rent as a percent
     of sales to increase.

     SELLING,  GENERAL,  AND  ADMINISTRATIVE  EXPENSE.  This category of expense
includes  both retail  operating  expense and  corporate  office  administrative
costs.  SG&A expense  increased from $121.4 million in 1998 to $177.2 million in
1999.  The  increase was  primarily  due to the increase in the number of vision
centers. As a percent of net sales, SG&A expense increased from 49.5% in 1998 to
53.8% in 1999. This increase was due to:

    -     A decline in sales at the acquired  businesses,  which thereby  caused
          store payroll to increase as a percent of sales.

    -     An  increase in goodwill  amortization  from  $800,000 in 1998 to $3.5
          million in 1999 (this increase  reflects the goodwill  associated with
          the businesses acquired by the Company in 1998 and therefore amortized
          over all of 1999 versus a portion of 1998).

                                         Page 21

    -     SG&A  includes a non-cash  expense  provision  of $2.7 million for the
          write-off  of managed  care  receivables.  During  1999,  the  Company
          continued its efforts with its third party processor to timely collect
          managed care receivable  accounts.  In the fourth quarter,  management
          concluded  these efforts were not achieving  anticipated  results and,
          consequently, determined an additional provision for doubtful accounts
          was warranted.

     In addition,  before  giving effect to goodwill  amortization,  home office
expense as a percent of sales decreased by 0.5% over levels recorded in 1998.

     Results  for  1999  include  a  non-cash  charge  of  $1.9  million,  which
represents an impairment loss on fixed assets associated with 36 underperforming
vision centers acquired by the Company. We closed these vision centers in 2000.

     OPERATING  INCOME.  Operating  income  decreased  to $2.2  million from $11
million in 1998.  Operating  margin  decreased from 4.5% to 0.7% of net sales in
1999.  The  decrease  was  attributable  to:

o    The shortfall in operating results of the acquired businesses.

o    The increase in SG&A expense discussed above.

o    The non-cash charges discussed above.

     Despite  poor results in the acquired  businesses,  we increased  operating
income in our core leased business more than 10% over levels recorded in 1998.

     INTEREST  EXPENSE.  Interest  expense  increased to $19.3 million from $5.5
million in 1998.  The Company  issued its $125 million senior notes in 1998 (See
Note 10 to  Consolidated  Financial  Statements)  and  incurred  the  associated
expense  over the entirety of 1999 versus a portion of 1998.  In November  1999,
the Company  refinanced  its secured credit  facility at a higher  interest rate
than that provided for in its previous credit facility. (See Item 7,  "Liquidity
and Cash Resources".)

     PROVISION FOR INCOME TAXES.  Vista recorded a pre-tax operating loss before
extraordinary  item of $17.2 million in 1999.  The resulting  income tax benefit
was approximately $5.2 million.  We have established a valuation allowance equal
to the amount of the tax benefit.

     EXTRAORDINARY  LOSS. Results also include an extraordinary loss of $406,000
associated  with the write-off of the  capitalized  costs of the Company's  1998
secured credit facility.

     NET INCOME.  The Company  recorded a net loss of $17.6  million,  or a loss
of $0.83 per basic and diluted share.

Inflation

     Although the Company cannot determine the precise effects of inflation,  it
does not believe  inflation has had a material  effect on its domestic  sales or
results of operations.  The Company cannot determine whether inflation will have
a material long-term effect on its sales or results of operations.

     As a result  of  inflation  in prior  years,  the  Company  has in the past
adjusted its retail  pricing.  Further  pricing  adjustments are contingent upon
competitive  pricing  levels in the  marketplace.  Management is monitoring  the
continuing impact of these inflationary trends.

                                     Page 22

LIQUIDITY AND CAPITAL RESOURCES

     Our capital needs have been for operating expenses,  capital  expenditures,
and interest expense. Our sources of capital have been cash flow from operations
and borrowings under our credit facilities.

     In October 1998, we issued our $125 million notes due 2005 to help fund the
acquisition of  Frame-n-Lens  Optical,  Inc. and New West  Eyeworks,  Inc. These
notes bear  interest of 12.75% and were issued  pursuant to an  indenture  which
contains a variety of customary  provisions and restrictions.  Interest payments
are due on April 15 and  October 15 of each year.  The  Company did not make the
interest  payments due in 2000.  Amounts due under the  indenture  are unsecured
claims in the Chapter 11 Cases,  and are  classified as  Liabilities  Subject to
Compromise. (See Note 4 to Condensed Consolidated Financial Statements.)

     On April 5, 2000,  the Debtors filed the Chapter 11 Cases.  On May 9, 2000,
the Bankruptcy  Court  approved an order  permitting the Company to enter into a
$25  million   debtor-in-possession   credit  facility  with  Foothill   Capital
Corporation (the "DIP Facility"). The DIP Facility (which replaced the Company's
prior secured credit  facility)  consists of a $12.5 million term loan and $12.5
million  revolving  credit  facility.  As of December 30, 2000,  the Company had
borrowed a total of $12.9  million  (inclusive  of the $12.5  million  term loan
portion) under the DIP Facility.

     The DIP Facility contains customary terms and conditions. It expires on May
31, 2001. The DIP Facility further provides that:

o    The Company must maintain a rolling twelve month EBITDA of no less than $15
     million,  calculated prior to restructuring charges,  reorganization items,
     extraordinary  losses,   cumulative  effect  losses  and  store  impairment
     reserves.

o    The $12.5 million term loan portion of the DIP Facility  bears  interest at
     15% per annum.

o    Interest  rates on the  revolver  portion of the DIP  Facility are based on
     either  the Wells  Fargo  Bank,  N.A.  Base  Rate  plus 2% or the  Adjusted
     Eurodollar Rate plus 3.25%.

     Although the Company is currently in  compliance  with the terms of the DIP
Facility,  a continuation of negative sales and cash flow trends could cause the
Company to breach the EBITDA covenant.

     The Company  believes that the DIP Facility should provide it with adequate
liquidity  to  conduct  its  operations  while  it  awaits  confirmation  of its
reorganization plan. The Company is currently working with Foothill to establish
a revolving credit facility which will be available upon exiting from bankruptcy
(the "Exit  Facility").  The Exit Facility will replace the current DIP Facility
and should provide the Company with adequate liquidity to conduct its operations
upon  emergence  from  bankruptcy.  However,  the Company's  liquidity,  capital
resources,  results of operations and ability to continue as a going concern are
subject  to known  and  unknown  risks  and  uncertainties.  (See  "MANAGEMENT'S
DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS - RISK FACTORS.")

                                     Page 23

     The plan of  reorganization  filed with the Bankruptcy  Court in March 2001
assumes the conversion of  pre-petition  unsecured  claims into a combination of
new secured notes and common stock.  The secured notes will have a face value of
$120  million and will pay  interest of 12% twice a year at the end of March and
September. The notes have an eight year duration with principal repayments based
on excess  cash  balances  available  at each  interest  payment  date.  It also
provides for the  cancellation of the Company's  current Common Stock. We do not
know  whether the plan will be approved,  or if it is approved,  whether it will
succeed.  If the Company is successful in restructuring its debt obligations and
its equity,  the Company may trigger  limitations  on certain tax net  operating
loss carry-forwards.

    Under the proposed plan of reorganization, it is the Company's intent to use
cash reserves for its ongoing operations and for payment of interest expense and
repayment of principal on the Company's outstanding debt.

     We plan, as of December 30, 2000, to open  approximately  5 Wal-Mart vision
centers  during  fiscal 2001.  We may open up to 10  additional  vision  centers
dependent upon liquidity, construction schedules and other constraints. For each
of our new vision centers,  we typically spend between $100,000 and $160,000 for
fixed  assets  and   approximately   $25,000  for   inventory.   We  also  spend
approximately  $20,000 for pre-opening costs.  Before 1998, we capitalized these
pre-opening  costs.  Beginning  in 1998,  we  expensed  them as  required by new
accounting rules (See Note 2 to Consolidated Financial Statements).

Risk Factors

     This Form 10-K  contains a number of statements  about the future.  It also
contains  statements  which  involve  assumptions  about the  future.  All these
statements  are  forward  looking  statements  within the meaning of the Private
Securities Litigation Reform Act of 1995.  Forward-looking  statements represent
our expectations or belief  concerning  future events,  including the following:
any statements  regarding  future sales levels,  the  continuation of historical
trends,  and the  Company's  liquidity  and the Chapter 11 Cases,  including the
Company's plan of  reorganization.  Without  limiting the  foregoing,  the words
"believes",  "anticipates",  "plans",  "expects",  and similar  expressions  are
intended to identify forward-looking statements.

     We do not know  whether the  forward-looking  statements  made in this Form
10-K will prove to be correct. We have tried to identify factors which may cause
these  statements to be incorrect,  but we may not have  identified all of them.
These factors could also have a negative impact on our results. The following is
our list of these factors:

o    We have filed for protection  under Chapter 11 of the Bankruptcy  Code. The
     fact of this filing,  along with the process through the Bankruptcy  Court,
     could affect our business in a variety of unforeseen  ways.  There could be
     impairment of our ability to:  operate our business  during the pendency of
     the  proceedings;  continue normal  operating  relationships  with our host
     licensors,  such as Wal-Mart;  obtain  shipments and  negotiate  terms with
     vendors;  fund, develop,  and execute an operating plan; attract and retain
     key executives and  associates;  maintain our gross margins  through vendor
     participation  programs  and  otherwise  to maintain  favorable  courses of
     dealing with vendors.

                                     Page 24

o    Under the plan of  reorganization we have proposed to the Bankruptcy Court,
     the equity of the current shareholders in the Company will have no value.

o    The Purchase and Sale Agreement for the remaining  freestanding  stores and
     the  Fullerton  lab/DC may not close  thus  creating  additional  unsecured
     claims.

o    There are various risks  associated with the Chapter 11 Cases.  Our plan of
     reorganization  may not be  approved  or, even if it is  approved,  may not
     succeed.

o    We  may not obtain exit financing to replace our DIP Facility.

o    We  depend  heavily  on our host  store  relationships,  particularly  with
     Wal-Mart.  Any  change  in these  relationships  could  have a  significant
     negative  impact on our business.  The filing of the Chapter 11 Cases could
     affect those relationships.

o    Managed care plans are increasingly  important in the optical industry.  We
     will need to  attract  new  managed  care  business  if we intend to remain
     competitive.  We will  also  need  to  retain  our  existing  managed  care
     arrangements.  Loss of these  arrangements,  or our  failure to attract new
     managed care business, would impair our competitive position. The filing of
     the Chapter 11 Cases could impair our ability to retain existing  contracts
     and to enter into new ones.

o    We depend on reliable and timely reimbursement of claims we submit to third
     party payors. There are risks we may not be paid on a timely basis, or that
     we will be  paid  at all.  Some  plans  have  complex  forms  to  complete.
     Sometimes  our  staff  may  incorrectly   complete   forms,   delaying  our
     reimbursement.  These  delays  can hurt our cash flow and also  force us to
     write-off more of these accounts receivable.

o    Each year, we expect to have increasing numbers of vision centers under our
     Wal-Mart agreement come up for renewal.  Our rental obligations to Wal-Mart
     will increase in the three year option period.  We will need to continue to
     improve sales at these vision centers.  If we do not, our rent as a percent
     of  sales  will   increase   significantly   during   the  option   period.
     Alternatively, we may choose not to exercise the options.

o    Operating factors affecting  customer  satisfaction and quality controls of
     the Company in optical manufacturing.

                                     Page 25

    Liabilities Subject to Compromise may increase as a result of:

    o    negotiations
    o    actions of the Bankruptcy Court
    o    further development with respect to disputed claims
    o    future rejection of additional executory contracts or unexpired leases
    o    the determination as to the value of any collateral securing claims
    o    proofs of claim
    o    other events

     Payment terms for these amounts, which are considered long-term liabilities
     at this time,  will be established in connection with the Chapter 11 Cases.
     This may further reduce the settlement of unsecured claims.

     -    Pricing and other competitive factors, including,  without limitation,
          increased price competition with respect to contact lenses.

     -    Technological  advances in the eyecare industry,  such as new surgical
          procedures or medical  devices,  which could reduce the demand for the
          Company's  products.  The  number of  individuals  electing  Lasik and
          similar surgical  procedures has dramatically  increased each year. If
          these  trends  continue,  demand  for our  goods  and  services  could
          decrease significantly.

     -    The mix of goods sold.

     -    Availability  of optical and optometric  professionals.  An element of
          the  Company's  business  strategy and a  requirement  of the Wal-Mart
          Agreement is the availability of vision care  professionals at clinics
          in or nearby the Company's vision centers.

     -    State and federal  regulation  of managed  care and of the practice of
          optometry and opticianry.

     -    General  risks  arising  from   investing  and  operating  in  Mexico,
          including  a  different   regulatory,   political,   and  governmental
          environment,  currency fluctuations,  high inflation,  price controls,
          restrictions  on profit  repatriation,  lower per  capita  income  and
          spending levels, import duties, value added taxes, and difficulties in
          cross-cultural marketing.

     -    The Company's  ability to select  in-stock  merchandise  attractive to
          customers.

     -    Weather affecting retail operations.

     -    Variations in the level of economic activity affecting  employment and
          income levels of consumers.

     -    Seasonality of the Company's business.

Recent Accounting Pronouncements

     In  December  1999,  the SEC issued  Staff  Accounting  Bulletin  No.  101,
"Revenue Recognition in Financial Statements". SAB 101 summarizes the SEC's view
in  applying  generally  accepted  accounting  principles  to  selected  revenue
recognition  issues.  We  applied  the  guidance  in SAB  101  to our  financial
statements  in 2000.  The  impact  has been  reflected  as a  cumulative  effect
adjustment to our consolidated  financial  statements resulting from a change in
accounting principles.

                                        Page 26

     In 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  No.  133  ("SFAS No.  133"),  "Accounting  for
Derivative  Instruments  and Hedging  Activities".  SFAS No. 133 is effective in
fiscal 2000. The Company had no derivatives in 2000.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

     Market risk is the potential change in an instrument's value caused by, for
example,  fluctuations in interest and currency  exchange  rates.  The Company's
primary market risk exposures are interest rate risk and the risk of unfavorable
movements  in  exchange  rates  between the U.S.  dollar and the  Mexican  peso.
Monitoring and managing these risks is a continual process carried out by senior
management,  which reviews and approves the Company's risk management  policies.
We  manage  market  risk on the  basis of an  ongoing  assessment  of  trends in
interest  rates,  foreign  exchange  rates,  and economic  developments,  giving
consideration  to possible  effects on both total return and reported  earnings.
The Company's  financial advisors,  both internal and external,  provide ongoing
advice regarding trends that affect management's assessment.

Interest Rate Risk

     The Company  borrows  long-term debt under our credit  facility at variable
interest rates. (See Note 10 to Consolidated Financial Statements.) We therefore
incur the risk of increased interest costs if interest rates rise.

Foreign Exchange Rate Risk

     Historically,  Mexico qualified as a highly inflationary  economy under the
provisions  of SFAS No. 52, "Foreign  Currency  Translation".  Consequently,  in
1997, the financial  statements of the Mexico operation were remeasured with the
U.S. dollar as the functional currency.  Since 1997, we have recorded immaterial
losses  because of changes in foreign  currency  rates  between the peso and the
U.S. dollar.

ITEM  8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  Consolidated  Financial  Statements  of the Company are  included as a
separate section of this Report commencing on page F-1.

ITEM  9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

   None.

                                     Page 27

                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information Concerning Directors

     Name and Age as of March 30, 2001    Position, Business Experience and Directorships
     ---------------------------------    -----------------------------------------------
                                      
     James W. Krause............56        Joined  the  Company in April  1994 as  President  and Chief  Executive  Officer  and a
                                          director.  He was named Chairman of the Company in June 1995.

     Ronald J. Green............53        A director since December 1990, Mr. Green has been a partner in the accounting  firm of
                                          Stephen M. Berman & Associates, Atlanta, Georgia, since 1980.

     James E. Kanaley...........59        A director  since  October  1998,  Mr.  Kanaley was employed at Bausch & Lomb Inc. from
                                          1978 until his  retirement  in 1997.  From 1990 until  1993,  he served as Senior  Vice
                                          President and Group President  Contact Lens Care, and from 1993 until his retirement he
                                          served as Senior Vice President and President, North American Healthcare.

     Peter T. Socha.............41        Mr.  Socha  joined the Company  in October  1999 as Senior  Vice  President,  Strategic
                                          Planning.  Prior to  joining  the  Company  he worked as a  consultant,  and  served as
                                          Executive  Vice  President of COHR,  Inc.,  from May 1998 to October 1998; and as Chief
                                          Credit Officer with Sirrom Capital  Corporation,  from 1994 to 1997. Mr. Socha became a
                                          director and was appointed Senior Vice President,  Strategic  Planning and Managed Care
                                          in February 2000.

                                     Page 28

Information Concerning Executive Officers

  Name, Age and Position
  as of March 30, 2001                  Business Experience
  -------------------                   -------------------

  James W. Krause            56         See "Information Concerning Directors"
    Chairman
    and Chief Executive Officer

  Michael J. Boden           53         Mr. Boden joined the Company in June 1995 as Vice President,  Sales and Marketing and was
    Executive Vice President,           named a Senior Vice  President  in February  1998.  He was named  Senior Vice  President,
    Retail Operations                   Leased  retail  Operations  in February  1999.  From 1992 until  joining the Company,  he
                                        served as Vice  President-- Store  Operations  of This End Up Furniture  Company.  He was
                                        appointed to his current position in February 2000.

  Richard D. Anderson        42         Mr.  Anderson  joined the Company in January  1999 and was named  Senior Vice  President,
    Senior Vice President,              Real Estate in February  1999.  From 1987 until  joining the Company,  he was employed by
    Real Estate                         W.H.  Smith,  PLC where he served as Vice  President,  Real  Estate  and Vice  President,
                                        Development and Construction.

  Eduardo A. Egusquiza       48         Mr.  Egusquiza  joined the  Company in March 1998 as Senior Vice  President,  Information
    Senior Vice President,              Technology.  From 1982 until  joining the Company,  he was  employed by Musicland  Stores
    Information Technology              Corporation, Inc. where he served as Vice President of Information Systems and Services.

  Mitchell Goodman           47         Mr.  Goodman  joined the Company as General  Counsel and Secretary in September  1992 and
    Senior Vice President,              was named a Vice President in November 1993 and Senior Vice President in May 1998.
    General Counsel and Secretary

  Charles M. Johnson         51         Mr.  Johnson joined the Company in October 1997 as Senior Vice  President,  Manufacturing
    Senior Vice President,              and  Distribution.  From  1988  until  joining  the  Company,  he  was  employed  by  the
    Manufacturing and Distribution      Sherwin-Williams  Company, where he served as Vice President and Director of Research and
                                        Development.

  Angus C. Morrison          44         Mr.  Morrison  joined  the  Company  in  February  of 1995 as Vice  President,  Corporate
    Senior Vice President,              Controller.  He  was  appointed  Senior  Vice  President,  Chief  Financial  Officer  and
    Chief Financial Officer             Treasurer in March 1998.  From 1993 until  joining the  Company,  he was  Controller  and
                                        Senior  Financial Officer of  the Soap Division  of  The Dial Corp. He was Controller and
                                        Senior Financial Officer of the Food Division of the same company from 1989 through 1992.

  Timothy W. Ranney          48         Mr. Ranney joined the Company in September 1998 and was named Vice  President,  Corporate
    Vice President,                     Controller in October 1998.  From 1991 until joining the Company,  he was employed by CVS
    Corporate Controller                Corporation  where he  served  as Store  Controller  and then as  Director  of  Financial
                                        Systems.

  Peter T. Socha             41         See "Information Concerning Directors"
    Senior Vice President,
    Strategic Planning and
    Managed Care

  Robert W. Stein            45         Mr.  Stein  joined the  Company as Director of Human  Resources  in May 1992.  In January
    Senior Vice President,              1993, he was appointed Vice President,  Human  Resources,  and was appointed  Senior Vice
    Human Resources and                 President in February 1999.  He was appointed to his current position in February 2000.
    Professional Services

                                     Page 29

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a)  of the  Exchange  Act  requires  our  directors,  executive
officers and holders of more than ten percent (10%) of Common Stock to file with
the Securities and Exchange  Commission initial reports of ownership and reports
of changes in  ownership  of Common  Stock and other  equity  securities  of the
Company.  We believe that,  during 2000, our officers,  directors and holders of
more than ten percent  (10%) of Common  Stock  complied  with all Section  16(a)
filing  requirements  except  that  the  Company  did not  timely  file a Form 5
(relating to our  transactions  for Timothy Ranney). In making these statements,
we have relied upon the written  representations  of our  directors and officers
and upon copies of reports furnished to the Company.

ITEM 11.  EXECUTIVE COMPENSATION

     The following table discloses compensation received from the Company by the
Company's  Chief  Executive   Officer,   and  the  Company's  four  most  highly
compensated   officers  other  than  the  Chief  Executive   Officer  (all  such
individuals, collectively, the "named executive officers").

                                            Summary Compensation Table

                                                                                              Long Term Compensation
                                       Annual Compensation                      ------------------------------------------------
   Name and                --------------------------------------------------    Restricted      Securities
   Principal                Fiscal                              Other Annual       Stock         Underlying        All Other
   Position                  Year   Salary($)     Bonus($)    Compensation($)   Awards($)(1)    Options/SARs(#)  Compensation($)
   --------                -------  ---------     --------    ---------------   ------------    ---------------  ---------------
                                                                                                 
   James W. Krause          2000     375,000       112,000             --            --(2)           40,000           20,000(3)
     Chairman of            1999     375,000            --             --            --             340,000           20,000
     the Board              1998     368,000       101,500             --          79,688           250,000           20,000
     and Chief
     Executive Officer

   Michael J. Boden         2000     222,000        64,000             --            --(4)           12,000               --
     Executive Vice         1999     200,000            --             --            --              12,000               --
     President,             1998     193,000        38,000             --          26,563            15,000               --
     Retail Operations

   Eduardo A. Egusquiza     2000     188,000        58,000             --           --(7)            12,000               --
     Senior Vice            1999     170,000            --        153,000(6)        --               12,000               --
     President,             1998(5)  139,000        36,000             --          26,563            50,000               --
     Information
     Technology

   Charles M. Johnson       2000     218,000        67,000             --            --(7)            12,000               --
     Senior Vice            1999     204,000            --             --            --               12,000               --
     President,             1998     197,000        39,000         37,000(8)       26,563             15,000               --
     Manufacturing and
     Distribution

   Peter T. Socha           2000     208,000         62,000            --            --               40,000               --
     Senior Vice            1999(9)   36,000            --             --            --              100,000               --
     President, Strategic
            Planning

                                     Page 30

(1)  Restricted  Stock  Awards  vest  and  restrictions  lapse  after  five-year
     performance  period to the extent and  depending  upon  achievement  by the
     Company  of  return  on  asset  goals  relative  to a  comparison  group of
     companies.  For awards made in 1998,  restricted  shares, to the extent not
     vested  after five years,  vest after ten years of  employment.  Vesting is
     accelerated automatically upon a change of control (as defined).  Dividends
     (if any are  declared)  will  not be paid on  restricted  stock.
(2)  As  of  December  30,  2000,  Mr.  Krause  had  restricted  stock  holdings
     representing 30,000 shares of Common Stock with a value of $936.
(3)  The Company has  executed a "split  dollar"  insurance  agreement  with Mr.
     Krause.  The annual premium  (payable by the Company) is $20,000.  The term
     life  portion of this  premium  is $2,500;  the  non-term  life  portion is
     $17,500.
(4)  As  of  December  30,  2000,  Mr.  Boden  had  restricted   stock  holdings
     representing 10,000 shares of Common Stock with a value of $312.
(5)  Mr. Egusquiza joined the Company in March 1998.
(6)  $82,000 represents reimbursement of relocation expenses; $71,000 represents
     tax reimbursement payments on the foregoing.
(7)  As of December 30, 2000,  this  executive  had  restricted  stock  holdings
     representing 5,000 shares of Common Stock with a value of $156.
(8)  $34,000 represents reimbursement of relocation expenses;  $3,000 represents
     tax reimbursement payments.
(9)  Mr. Socha joined the Company in October 1999.

                        OPTION GRANTS IN LAST FISCAL YEAR

     The  following  table  provides  information  on option grants to the named
executive officers by the Company in 2000. The table also shows the hypothetical
gains or "option  spreads" that would exist for the  respective  options.  These
gains are based on assumed rates of annual compound stock price  appreciation of
5% and 10% from the date the options were granted over the full option term.

                                                                                Potential Realizable
                                                                                  Value at Assumed
                            No. of      % of Total                              Annual Rates of Stock
                          Securities   Options/SARs                              Price Appreciation
                          Underlying    Granted to                             for Option Terms($)(2)
                         Option/SARs   Employees in   Exercise or   Expiration -----------------------
                           Granted    Fiscal Year(1) Base Price($)     Date        5%          10%
                        ------------  -------------- ------------------------- ----------- -----------

  James W. Krause           40,000(3)       9.3          2.00         2/24/10    130,312      207,499
  Michael J. Boden          12,000(3)       2.8          2.00         2/24/10     39,093       62,250
  Eduardo A. Egusquiza      12,000(3)       2.8          2.00         2/24/10     39,093       62,250
  Charles M. Johnson        12,000(3)       2.8          2.00         2/24/10     39,093       62,250
  Peter T. Socha            40,000(3)       9.3          2.00         2/24/10    130,312      207,499

(1)  The  Company  granted options covering 431,200 shares to employees in 2000.
(2)  These amounts represent  assumed rates of appreciation  only. Actual gains,
     if any,  on stock  option  exercises  and  holdings  of  Common  Stock  are
     dependent  on the future  performance  of Common  Stock and  overall  stock
     market conditions.  There can be no assurance that the amounts reflected in
     this table will be achieved.  Under the plan of reorganization filed by the
     Company,  all  existing  Common Stock and other  equity  interests  will be
     cancelled.
(3)  Grants under the Company's  Restated Stock Option and Incentive Award Plan.
     Options vest 50% on second anniversary of grant date and 25% on each of the
     third  and  fourth   anniversary  of  grant  date,   subject  to  continued
     employment. Expiration date is 10th anniversary of grant date.

                                    Page 31

                          FISCAL YEAR END OPTION VALUES

     The  following  table  provides  information,  as  of  December  30,  2000,
regarding the number and value of options held by the named executive officers.

                           No. of Securities Underlying         Value of Unexercised
                              Unexercised Options at            In-the-Money Options
                                 Fiscal Year End               At Fiscal Year End($)
                          -------------------------------   ----------------------------
                           Exercisable    Unexercisable(1)  Exercisable    Unexercisable

  James W. Krause            362,500          367,500            0              0
  Michael J. Boden            33,750           35,250            0              0
  Eduardo A. Egusquiza        25,000           49,000            0              0
  Charles M. Johnson          56,250           42,750            0              0
  Peter T. Socha             100,000           40,000            0              0

- --------------------

(1)  Shares represented were not exercisable as of December 30, 2000, and future
     exercisability  is subject to the  executive's  remaining  employed  by the
     Company  for up to four years from grant date of options.  No options  were
     exercised by the named executive officers in fiscal 2000.

Change in Control Arrangements

     The Company has agreements with the named executive  officers which provide
severance  benefits in the event of  termination  of  employment  under  certain
circumstances  following a change in control of the Company  (as  defined).  The
circumstances are:

     -    termination by the Company,  other than because of death or disability
          commencing prior to a threatened change in control (as defined);

     -    for cause (as defined); or

     -    by an officer as the result of a voluntary termination (as defined).

                                     Page 32

     Following any such  termination,  in addition to compensation  and benefits
already  earned,  the officer  will be entitled to receive a lump sum  severance
payment equal to up to three times the officer's annual rate of base salary.

     Cause for termination by the Company is the:

     -    commission of any act that constitutes, on the part of the officer,

     (a)  fraud,  dishonesty,  gross negligence,  or willful  misconduct and

     (b)  that directly results in material injury to the Company, or

     -    officer's material breach of the agreement, or

     -    officer's conviction of a felony or crime involving moral turpitude.

     Circumstances  which would  entitle the officer to terminate as a result of
voluntary termination following a change in control include, among other things:

     -    the  assignment  to the  officer of any duties  inconsistent  with the
          officer's title and status in effect prior to the change in control or
          threatened change in control;

     -    a reduction by the Company of the officer's base salary;

     -    the Company's  requiring the officer to be based  anywhere  other than
          the Company's principal executive offices;

     -    the failure by the Company,  without the officer's consent,  to pay to
          the officer any portion of the officer's then current compensation;

     -    the  failure  by the  Company  to  continue  in  effect  any  material
          compensation plan in which the officer participates  immediately prior
          to the change in control or threatened change in control; or

     -    the failure by the  Company to  continue  to provide the officer  with
          benefits  substantially  similar to those enjoyed by the officer under
          any of the Company's life insurance, medical, or other plans.

     The term of each  agreement is for a rolling three years unless the Company
gives  notice that it does not wish to extend such term,  in which case the term
of the agreement would expire three years from the date of the notice.

     Under the plan of reorganization filed by the Company, all these agreements
will be rejected by the Company,  or amended to the  satisfaction of the Company
and the Official Committee of Unsecured Creditors.

                                     Page 33

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                        COMMON STOCK OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

     The  Company is not aware of any  person  who,  on March 1,  2001,  was the
beneficial  owner of five percent (5%) or more of  outstanding  shares of Common
Stock, except as set forth below.

                                            Amount and Nature of     Percent
                                            Beneficial Ownership    of Class
                                            --------------------    --------

               Campbell B. Lanier, III           4,363,062(a)(b)      20.7
               Rayna Casey                       1,808,152(c)          8.5
- ----------

(a)  Includes shares owned by the following individuals and entities, who may be
     deemed a "group" within the meaning of the beneficial  ownership provisions
     of the federal  securities laws: Mr. Lanier (838,832 shares);  Mr. Lanier's
     wife (750  shares);  Campbell B. Lanier,  IV (25,550  shares);  ITC Service
     Company (3,356,648 shares);  William H. Scott, III (82,782 shares);  Martha
     J. Scott  (28,000  shares,  inclusive  of 10,000  shares owned by the Scott
     Trust,  of which Ms.  Scott is the sole  trustee);  William H.  Scott,  III
     Irrevocable  Trust F/B/O Martha Scott (the "Scott Trust") (10,000  shares);
     Bryan W. Adams (8,000 shares).

(b)  Includes  24,375 shares which Mr. Lanier has the right to acquire under the
     Company's Non-Employee Director Stock Option Plan.

(c)  Includes  159,948 shares owned by a trust of which Ms. Casey is the trustee
     and her daughter the  beneficiary.  Ms.  Casey's  address is 712 West Paces
     Ferry Road, Atlanta, Georgia.

     The following table sets forth information, as of March 1, 2001, concerning
beneficial  ownership by all directors,  by each of the executive officers named
in the Summary  Compensation  Table above,  and by all  directors  and executive
officers as a group.

                                     Page 34

                                                                      Percent of
                                                    Beneficially       Number of
             Name and Address                          Owned             Shares
          of Beneficial Owner(1)                    Common Stock      Outstanding
          ----------------------                    ------------      -----------
                                                                   
    Campbell B. Lanier, III.................        4,363,062(2)(3)      20.7
    James W. Krause.........................          797,193(4)          3.7
    J. Smith Lanier, II.....................          304,110(3)(5)       1.4
    Ronald J. Green.........................          113,375(3)(6)        *
    Peter T. Socha..........................          100,000(7)           *
    James E. Kanaley........................            5,625              *
    Michael J. Boden........................           60,327(8)           *
    Charles M. Johnson......................           75,600(9)           *
    Eduardo A. Egusquiza....................           48,500(10)          *
    All directors and executive officers as a
    group (sixteen persons).................        6,137,982            27.6
- --------------------

*    Represents less than one percent of the outstanding Common Stock.
(1)  Unless  otherwise  indicated below, the address of the persons named is 296
     Grayson Highway, Lawrenceville, GA 30045.
(2)  See footnote (a) in table above.
(3)  Includes 24,375 shares which this individual has the right to acquire under
     the Company's Non-Employee Director Stock Option Plan.  Messrs. Campbell B.
     Lanier, III and J. Smith Lanier, II resigned from the Board of Directors in
     March 2001.
(4)  Includes 532,500 shares which Mr. Krause has the right to acquire under the
     Company's Restated Stock Option and Incentive Award Plan (the "Plan"). Also
     includes 30,000 shares of restricted stock awarded under the Plan.
(5)  Includes 1,800 shares owned by Mr.  Lanier's wife, as to which he disclaims
     beneficial ownership.
(6)  Includes  9,000  shares  owned  by Mr.  Green's  children,  as to  which he
     disclaims beneficial ownership.
(7)  Represents  100,000  shares which Mr. Socha has the right to acquire  under
     the Plan.
(8)  Includes 47,250 shares which  Mr. Boden has the right to  acquire under the
     Plan. Also  includes 10,000 shares of  restricted stock  awarded under  the
     Plan.
(9)  Includes 62,250 shares which Mr. Johnson has the right to acquire under the
     Plan and 5,000 shares of restricted stock awarded under the Plan.
(10) Includes 43,500 shares which Mr.  Egusquiza has the right  to acquire under
     the Plan and 5,000 shares of restricted stock awarded under the Plan.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company paid insurance  premiums of approximately  $443,000 in 2000 for
insurance  policies  purchased through an agency in which J. Smith Lanier, II, a
director  of the  Company,  has a  substantial  ownership  interest.  The  Audit
Committee (which has ratified the purchase of insurance by the Company from this
insurance  agency) and management of the Company believe that these premiums are
comparable to those which could have been obtained from unaffiliated companies.

                                     Page 35

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a) (1) and (2) The Consolidated  Financial  Statements and Schedule of the
Company  and its  subsidiaries  are filed as a separate  section of this  Report
commencing on page F-1.

     (3) We have filed or incorporated by reference the following exhibits:

Exhibit
Number     Description
- -------    -----------

3.1    -- Amended and Restated  Articles of  Incorporation of the Company, dated
          April 8, 1992,  along with  Articles of  Amendment  to the Amended and
          Restated  Articles of  Incorporation  of the Company dated January 17,
          1997,  and Articles of Amendment to the Amended and Restated  Articles
          of Incorporation of the Company dated December 31, 1998,  incorporated
          by reference to the  Company's  Form 8-K filed with the  Commission on
          January 6, 1999.

3.2    -- Amended and Restated By-Laws of the Company, incorporated by reference
          to the  Company's  Registration  Statement  on Form S-1,  registration
          number  33-46645,  filed with the  Commission  on March 25, 1992,  and
          amendments thereto.

4.1    -- Form of Common  Stock  Certificate, incorporated  by  reference to the
          Company's Registration Statement on Form 8-A filed with the Commission
          on January 17, 1997.

4.2    -- Rights  Agreement  dated  as  of  January 17, 1997 between the Company
          and Wachovia Bank of North Carolina,  N.A.,  incorporated by reference
          to the  Company's  Registration  Statement  on Form 8-A filed with the
          Commission on January 17, 1997.

4.3    -- Indenture  dated as of October 8, 1998, among the Company, the Guaran-
          tors and State Street Bank & Company,  as Trustee  (including  form of
          Exchange   Note),   incorporated   by  reference   to  the   Company's
          Registration  Statement on Form S-4,  registration  number  333-71825,
          filed with the Commission on February 5, 1998, and amendments thereto.

4.4    -- Purchase Agreement dated as of October 8, 1998, among the Company, the
          Guarantors and the Initial  Purchasers,  incorporated  by reference to
          the Company's  Registration Statement on Form S-4, registration number
          333-71825,  filed  with  the  Commission  on  February  5,  1998,  and
          amendments thereto.

4.5    -- Registration Rights Agreement  dated as of October 8, 1998,  among the
          Company,  the Guarantors and the Initial  Purchasers,  incorporated by
          reference  to  the  Company's  Registration  Statement  on  Form  S-4,
          registration  number 333- 71825, filed with the Commission on February
          5, 1998, and amendments thereto.

                                     Page 36

10.1   -- Sublease  Agreement, dated  December 16, 1991, by and between Wal-Mart
          Stores,  Inc.  and  the  Company,  incorporated  by  reference  to the
          Company's  Registration  Statement  on Form S-1,  registration  number
          33-46645,  filed with the Commission on March 25, 1992, and amendments
          thereto.

10.2   -- Form indemnification  agreement for  directors and  executive officers
          of  the Company,  incorporated by reference to the Company's Form 10-K
          for the fiscal year ended December 31, 1992.

10.3   -- Vision Center Master License Agreement,  dated as of June 16, 1994, by
          and between  Wal-Mart  Stores,  Inc. and the Company,  incorporated by
          reference to the Company's  Form 10-Q for the  quarterly  period ended
          September  30,  1994.  [Portions  of  Exhibit  10.3 have been  omitted
          pursuant  to an  order  for  confidential  treatment  granted  by  the
          Commission.  The omitted  portions have been filed separately with the
          Commission.]

10.4++ -- Split  Dollar Life Insurance Agreement,  dated as of November 3, 1994,
          among the  Company,  A.  Kimbrough  Davis,  as  Trustee,  and James W.
          Krause,  incorporated  by reference to the Company's Form 10-K for the
          fiscal year ended December 31, 1994.

10.5++ -- Level IV Management Incentive Plan,  incorporated  by reference to the
          Company's Form 10-K for the fiscal year ended December 31, 1994.

10.6   -- Agreement dated as of November 23, 1995 by and between Mexican  Vision
          Associates Operadora,  S. de R.L. de C.V. and Wal-Mart de Mexico, S.A.
          de C.V. in original  Spanish and an uncertified  English  translation,
          incorporated  by reference to the  Company's  Form 10-K for the fiscal
          year ended  December  30,  1995.  [Portions  of Exhibit 10.6 have been
          omitted  pursuant to a request for  confidential  treatment filed with
          the Commission.  The omitted  portions have been filed separately with
          the Commission.]

10.7++ -- Executive   Relocation   Policy,  incorporated  by  reference  to  the
          Company's Form 10-Q for the quarterly period ended March 30, 1996.

10.8++ -- Restated  Stock  Option  and  Incentive  A ward Plan,  incorporated by
          reference to the  Company's Form  10-Q for the quarterly period  ended
          June 29, 1996.

10.9++ -- First  Amendment  to  Restated Stock  Option and Incentive Award Plan,
          incorporated by reference to the Company's Form 10-Q for the quarterly
          period ended March 29, 1997.

10.10++-- Form  Change  in  Control  Agreement  for  executive  officers of  the
          Company, incorporated by reference to the  Company's Form 10-K for the
          fiscal year ended December 28, 1996.

                                         Page 37

10.11++-- Form Restricted  Stock  Award,     incorporated  by  reference to  the
          Company's Form 10-Q for the quarterly period ended March 29, 1997.

10.12++-- Restated  Non-Employee  Director  Stock  Option  Plan, incorporated by
          reference to the Company's Form 10-Q filed on June 28, 1997.

10.13++-- Executive Deferred Compensation Plan, incorporated by reference to the
          Company's Form 10-K for the fiscal year ended January 3, 1998.

10.14  -- Credit  Agreement dated  October  8, 1998  by  and  among the Company,
          Bank of America,  FSB,  First Union  National  Bank and the  financial
          institutions listed hereto, incorporated by reference to the Company's
          Registration  Statement on Form S-4,  registration  number  333-71825,
          filed with the Commission on February 5, 1999, and amendments thereto.

10.15 --  Amended and Restated Credit Agreement dated as of November 12, 1999 by
          and between the Company and Foothill Capital Corporation, incorporated
          by  reference  to the  Company's  Form 10-K for the fiscal  year ended
          January 1, 2000.

10.16  -- Agreement dated as of September 9, 1999, by and among the Company, ITC
          Service  Company,  and  Campbell  B.  Lanier,  III,   incorporated  by
          reference to the Company's Form 10-K for the fiscal year ended January
          1, 2000.

10.17  -- Senior Secured,  Super-Priority Debtor in Possession Loan and Security
          Agreement  dated as of April 6, 2000 by and  between  the  Company and
          Foothill  Capital  Corporation,   incorporated  by  reference  to  the
          Company's Form 10-Q for the quarterly period ended July 1, 2000.

21     -- Subsidiaries  of  the Registrant, incorporated  by  reference  to  the
          Company's Form 10-K for the fiscal year ended January 1, 2000.

23**   -- Consent by Arthur Andersen LLP.

** Filed with this Form 10-K.

++   Management contract or compensatory plan or arrangement in which a director
     or named executive officer participates.

     (b)  No reports on Form 8-K have been filed  during the last quarter of the
period covered by this report.

                                        Page 38

                    VISTA EYECARE, INC. AND SUBSIDIARIES
                             DEBTORS-IN-POSSESSION

                 CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
          AS OF DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
                         TOGETHER WITH AUDITORS' REPORT

             INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

     The  following  consolidated  financial  statements  and  schedule  of  the
registrant and its subsidiaries are submitted herewith in response to Item 8 and
Item 14(a)1 and to Item 14(a)2, respectively.

                                                                           Page
                                                                           ----

Report of Independent Public Accountants                                   F-2

Consolidated Balance Sheets as of December 30, 2000 and
  January 1, 2000                                                          F-3

Consolidated Statements of Operations for the
  Years Ended December 30, 2000, January 1, 2000 and
  January 2, 1999                                                          F-5

Consolidated Statements of Shareholders' (Deficit)/Equity
  for the Years Ended December 30, 2000, January 1, 2000
  and January 2, 1999                                                      F-6

Consolidated  Statements  of Cash  Flows for the
  Years  Ended December 30, 2000, January 1, 2000 and
  January 2, 1999                                                          F-7

Notes to Consolidated Financial Statements                                 F-8

Schedule II, Valuation and Qualifying Accounts                             F-37

     All  other  schedules  for  which  provision  is  made  in  the  applicable
accounting  regulations  of the  Securities  and  Exchange  Commission  are  not
required  under  the  related  instructions,  are  inapplicable,  or  have  been
disclosed in the notes to consolidated financial statements and, therefore, have
been omitted.

                                  F-1

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Vista Eyecare, Inc. and Subsidiaries:

     We have  audited  the  accompanying  consolidated  balance  sheets of VISTA
EYECARE,  INC. (a Georgia  corporation) AND SUBSIDIARIES as of December 30, 2000
and  January 1, 2000 and the  related  consolidated  statements  of  operations,
shareholders'  (deficit)/equity,  and cash flows for each of the three  years in
the period ended December 30, 2000. These financial  statements and the schedule
referred  to below  are the  responsibility  of the  Company's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial  position of Vista  Eyecare,  Inc. and
subsidiaries  as of  December  30,  2000 and  January 1, 2000 and the results of
their  operations and their cash flows for each of the three years in the period
ended  December 30, 2000 in  conformity  with  accounting  principles  generally
accepted in the United States.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the Company filed  voluntary  petitions  with the United
States Bankruptcy Court for reorganization under Chapter 11. These matters raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in  regard to these  matters  are  described  in Note 3. The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.

     As explained in Note 2 to the financial  statements,  effective  January 2,
2000 the Company changed its method of accounting for revenues and related costs
of retail  sales upon  adoption of  Securities  and  Exchange  Commission  Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements."

     Our  audits  were made for the  purpose  of forming an opinion on the basic
financial  statements  taken as a whole.  The  schedule  listed  in the index to
consolidated  financial  statements is presented for purposes of complying  with
the  Securities  and  Exchange  Commission's  rules and is not part of the basic
financial  statements.   This  schedule  has  been  subjected  to  the  auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  fairly states in all material  respects the financial data required to
be set forth therein in relation to the basic  financial  statements  taken as a
whole.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
March 30, 2001

                                       F-2

                                     VISTA EYECARE, INC. AND SUBSIDIARIES
                                            (DEBTORS-IN-POSSESSION)
                                          CONSOLIDATED BALANCE SHEETS
                                      December 30, 2000 and January 1, 2000
                                    (In thousands except share information)

                                                                                        2000           1999
                                                                                    -----------    -----------
                                                                                            
                                                    ASSETS
 CURRENT ASSETS:
   Cash and cash equivalents                                                           $  8,066     $   2,886
   Accounts receivable (net of allowance: 2000 - $5,744; 1999 - $4,403)                  10,119        10,416
   Inventories                                                                           31,478        34,373
   Other current assets                                                                   1,590         2,761
                                                                                       ----------   ----------
      Total current assets                                                               51,253        50,436
                                                                                       ----------   ----------
 PROPERTY AND EQUIPMENT:
   Equipment                                                                             47,187        57,750
   Furniture and fixtures                                                                23,272        26,600
   Leasehold improvements                                                                18,664        28,458
   Construction in progress                                                                 540         3,427
                                                                                       ----------   ----------
                                                                                         89,663       116,235
   Less accumulated depreciation                                                        (60,092)      (62,329)
                                                                                       ----------   ----------
   Net property and equipment                                                            29,571        53,906

 OTHER ASSETS AND DEFERRED COSTS
   (net of accumulated amortization:  2000 - $2,142; 1999 - $1,500)                       7,766         9,315
 DEFERRED INCOME TAX ASSET                                                                  385           385
 GOODWILL AND OTHER INTANGIBLE ASSETS
   (net of accumulated amortization: 2000 - $2,691; 1999 - $6,994)                        1,913       106,177
                                                                                       ----------   ----------
                                                                                       $ 90,888     $ 220,219
                                                                                       ==========   ==========

                                             F-3

                                                                                          2000        1999
                                                                                      ----------   ----------
                                                                                              
LIABILITIES AND SHAREHOLDERS' (DEFICIT)/EQUITY

LIABILITIES NOT SUBJECT TO COMPROMISE:

 CURRENT LIABILITIES:
   Accounts payable                                                                    $    783    $  17,288
   Accrued expenses and other current liabilities                                        19,693       24,472
   Current portion of other long-term debt and capital lease obligations                     --        1,098
   Revolving credit facility and term loan                                               12,911       19,292
                                                                                       ---------   ---------
      Total current liabilities                                                          33,387       62,150
                                                                                       ---------   ---------
 SENIOR NOTES (net of discount: 1999 - $1,253)                                               --      123,747

 OTHER LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS                                          --        6,865

LIABILITIES SUBJECT TO COMPROMISE (See Note 4)                                          170,824           --

 COMMITMENTS AND CONTINGENCIES (See Note 13)                                                 --           --

 REDEEMABLE COMMON STOCK                                                                     --          900

 SHAREHOLDERS' (DEFICIT)/EQUITY:
    Preferred deficit stock, $1 par value; 5,000,000 shares authorized, none issued          --          --
    Common stock, $0.01 par value, 100,000,000 shares authorized, 21,169,103
      and 21,179,103 shares issued and outstanding as of December 30, 2000 and
      January 1, 2000, respectively                                                          211         211
    Additional paid-in capital                                                            47,387      47,387
    Retained deficit                                                                    (156,848)    (16,968)
    Accumulated other comprehensive income                                                (4,073)     (4,073)
                                                                                       ---------   ---------
         Total shareholders' (deficit)/equity                                           (113,323)     26,557
                                                                                       ---------   ---------
                                                                                       $  90,888   $ 220,219
                                                                                       =========   =========

     The accompanying notes are an integral part of these consolidated financial
statements.

                                           F-4

                                      VISTA EYECARE, INC. AND SUBSIDIARIES
                                             (DEBTORS-IN-POSSESSION)
                                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     For the years ended December 30, 2000, January 1, 2000 and January 2, 1999
                                   (In thousands except per share information)

                                                                            2000          1999          1998
                                                                        ----------     ----------    ----------
                                                                                             
 NET SALES                                                               $ 307,694     $  329,055     $ 245,331
 COST OF GOODS SOLD                                                        143,458        147,768       112,959
                                                                         ----------    ----------     ---------
 GROSS PROFIT                                                              164,236        181,287       132,402
 SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE                              166,364        177,162       121,413
 IMPAIRMENT OF LONG-LIVED ASSETS                                             2,684          1,952             -
 RESTRUCTURING EXPENSE                                                       1,601              -             -
                                                                         ---------     ----------     ---------

 OPERATING INCOME/(LOSS)                                                    (6,413)         2,173        10,989
 INTEREST EXPENSE                                                            7,723         19,329         5,538
                                                                         ----------    ----------     ---------
 INCOME/(LOSS) BEFORE REORGANIZATION ITEMS AND TAXES                       (14,136)       (17,156)        5,451
 REORGANIZATION ITEMS (SEE NOTE 5)                                         121,539             -              -
                                                                         ----------    ----------     ---------
 EARNINGS/(LOSS) BEFORE TAXES, EXTRAORDINARY ITEM AND CUMULATIVE EFFECT   (135,675)       (17,156)        5,451
 INCOME TAX EXPENSE                                                             -              -          2,037
                                                                         ----------    ----------     ---------

 NET EARNINGS/(LOSS) BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT      (135,675)       (17,156)        3,414
 EXTRAORDINARY LOSS, NET (SEE NOTE 11)                                        (827)          (406)            -
 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET (SEE NOTE 2)      (3,378)            -              -
                                                                         ---------     ----------     ---------
 NET INCOME/(LOSS)                                                       $(139,880)    $  (17,562)    $   3,414
                                                                         =========     ==========     ==========

 BASIC EARNINGS/(LOSS) PER SHARE:
  EARNINGS/(LOSS) BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT            (6.41)         (0.81)         0.16
  LOSS FROM EXTRAORDINARY ITEM                                               (0.04)         (0.02)            -
  LOSS FROM CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE              (0.16)             -             -
                                                                         ---------      ---------     ---------
  NET EARNINGS/(LOSS)PER BASIC SHARE                                     $   (6.61)     $   (0.83)    $    0.16
                                                                         =========      =========     =========

 DILUTED EARNINGS/(LOSS) PER SHARE:
  EARNINGS/(LOSS) BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT           (6.41)         (0.81)          0.16
  LOSS FROM EXTRAORDINARY ITEM                                              (0.04)         (0.02)             -
  LOSS FROM CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE             (0.16)             -              -
                                                                         ----------    ----------     ---------
  NET EARNINGS/(LOSS)PER DILUTED SHARE                                   $  (6.61)     $   (0.83)     $    0.16
                                                                         ==========    ==========     ==========

     Pro forma amounts as if the new revenue recognition policy was applied retroactively (See Note 2):

                                                                                           1999          1998
                                                                                        ----------     ---------

  NET EARNINGS/(LOSS) BEFORE EXTRAORDINARY ITEM                                         $ (17,239)    $   3,352
  NET EARNINGS/(LOSS)                                                                   $ (17,645)    $   3,352

  NET EARNINGS/(LOSS) PER SHARE-BASIC AND DILUTED:
     NET EARNINGS/(LOSS) BEFORE EXTRAORDINARY ITEM                                      $   (0.82)    $    0.16
     NET EARNINGS/(LOSS)                                                                $   (0.84)    $    0.16

     The accompanying notes are an integral part of these consolidated financial
statements.

                                            F-5

                                      VISTA EYECARE, INC. AND SUBSIDIARIES
                                             (DEBTORS-IN-POSSESSION)
                             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT)/EQUITY
                    For the years ended December 30, 2000, January 1, 2000 and January 2, 1999
                                     (In thousands except share information)

                                                                                              Accumulated
                                         Common Stock           Additional  Retained              Other
                                     ----------------------      Paid-In    Earnings          Comprehensive
                                     Shares          Amount      Capital    (Deficit)        Income       Total
                                     ------          ------     ----------  ----------    -----------  ----------
                                                                                        
 BALANCE, January 3, 1998           20,819,955          207      42,284        (2,820)       (4,073)      35,598
 Awards of restricted stock             52,000            1         121                                      122
 Exercise of stock options             294,657            3       1,482                                    1,485
 Tax settlement (See Note 14)                                     3,308                                    3,308
 Net income                                                                     3,414                      3,414
                                    ----------        -----    --------     ---------     ---------     --------
 BALANCE, January 2, 1999           21,166,612          211      47,195           594        (4,073)      43,927
 Restricted stock                                                   136                                      136
 Exercise of stock options              12,491                       56                                       56
 Net loss                                                                     (17,562)                   (17,562)
                                    ----------        -----    --------     ---------     ---------     --------
 BALANCE, January 1, 2000           21,179,103          211      47,387       (16,968)       (4,073)      26,557
 Cancellation of Shares                (10,000)
 Net Loss                                                                    (139,880)                  (139,880)
                                    ----------        -----    --------     ---------    ----------    ---------
 BALANCE, December 30, 2000         21,169,103        $ 211    $ 47,387     $(156,848)    $  (4,073)   $(113,323)
                                    ==========        =====    ========     =========    ==========    =========

     The accompanying notes are an integral part of these consolidated financial
statements.

                                             F-6

                                   VISTA EYECARE, INC. AND SUBSIDIARIES
                                         (DEBTORS-IN-POSSESSION)
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                       For the Years Ended December 30, 2000, January 1, 2000, and
                                      January 2, 1999 (In thousands)

                                                                    2000            1999            1998
                                                                    ----            ----            ----
                                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)                                                $(139,880)      $(17,562)       $  3,414
Adjustments to reconcile net income/(loss) to                     --------        -------         -------
   net cash provided by (used in) operating activities:
     Depreciation and amortization                                  17,526         18,602          14,177
     Provision for deferred income tax expense                          --             --           1,173
     Impairment of long-lived assets                                 2,684          1,952              --
     Restructuring expense                                           1,601             --              --
     Reorganization items                                          121,539             --              --
     Extraordinary loss                                                827            406              --
     Cumulative effect of a change in accounting principle           3,378             --              --
     Other                                                           1,181           (459)            936
     Changes in operating assets and liabilities, net of
       effects of acquisitions:
        Receivables                                                 (1,480)          (281)         (1,504)
        Inventories                                                  5,026         (2,703)          1,304
        Other current assets                                         1,171            138          (1,630)
        Accounts payable                                             9,351         (1,733)           (410)
        Accrued expenses                                            (4,335)        (2,069)         (7,691)
                                                                  ---------      ---------       ---------
            Total adjustments                                    $ 158,469      $  13,853       $   6,355
                                                                  ---------      ---------       ---------
            Net cash (used in) provided by operating activities     18,589         (3,709)          9,769
                                                                  ---------      ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                  (5,379)       (12,704)         (9,183)
Acquisitions, net of cash acquired                                      --             --         (97,357)
Proceeds from sale of property and equipment                            --            955              --
                                                                  ---------      ---------       ---------
            Net cash used in investing activities                   (5,379)       (11,749)       (106,540)
                                                                  ---------      ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of senior notes, net of discount                     --             --         123,580
Advances on revolving credit facility                              305,751         79,238          52,500
Repayments on revolving credit facility                           (312,132)       (65,946)        (66,000)
Principal payment on notes payable and capital leases                 (934)        (1,265)           (436)
Proceeds from exercise of stock options                                 --             56           1,485
Deferred financing costs                                              (715)          (811)         (9,845)
                                                                  ---------      ---------       ---------
            Net cash provided by (used in) financing activities     (8,030)        11,272         101,284
                                                                  ---------      ---------       ---------
NET INCREASE/(DECREASE) IN CASH                                      5,180         (4,186)          4,513
CASH, beginning of year                                              2,886          7,072           2,559
                                                                  ---------      ---------       ---------
CASH, end of year                                                $   8,066       $  2,886        $  7,072
                                                                  =========      =========       =========

     The accompanying notes are an integral part of these consolidated financial
statements.

                                    F-7

                      VISTA EYECARE, INC. AND SUBSIDIARIES
                             (DEBTORS-IN-POSSESSION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATION AND OPERATIONS

     Vista  Eyecare,  Inc.  (the  "Company")  is engaged  in the retail  sale of
optical goods and services. The Company is largely dependent on Wal-Mart Stores,
Inc.  ("Wal-Mart")  for continued  operation of vision  centers which generate a
significant portion of the Company's revenues (See Note 7). In October 1997, the
Company  acquired the capital stock of Midwest  Vision,  Inc., a retail  optical
company with 51 locations in Minnesota and three adjoining states. In July 1998,
the Company  acquired the capital stock of  Frame-n-Lens  Optical,  Inc.,  which
operated approximately 280 vision centers,  mainly in the western United States.
In October 1998,  the Company  acquired the capital stock of New West  Eyeworks,
Inc. which operated approximately 175 vision centers in 13 states (See Note 8).

2.   SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

     The consolidated  financial  statements include the accounts of the Company
and its  subsidiaries.  All significant  intercompany  balances and transactions
have been  eliminated  in  consolidation.  The Company  operates on a 52/53 week
retail calendar with the fiscal year ending on the Saturday  closest to December
31. Pursuant to such calendar,  financial  information for 1998 is presented for
the  52-week  period  ended  January  2.  Due to  various  statutory  and  other
considerations,  international  operations  do not  operate  on this  52/53 week
calendar.  To allow for more timely  consolidation and reporting,  international
operations are reported using a fiscal year ending November 30.

     Certain  amounts in the  financial  statements  have been  reclassified  to
conform to the current year presentation.

Revenue Recognition

     In  December  1999,  the SEC issued  Staff  Accounting  Bulletin  No.  101,
"Revenue Recognition in Financial Statements". SAB 101 summarizes the SEC's view
in  applying  generally  accepted  accounting  principles  to  selected  revenue
recognition  issues.  Prior to the adoption of SAB 101,  the Company  recognized
revenues  and the  related  costs  from  retail  sales  when at least 50% of the
payment  was  received.  In  response  to SAB 101,  the  Company is  required to
recognize  revenue upon delivery of the product.  The amount of cash received at
the time the customer's  order is placed is recorded as a deposit  liability and
is presented within accrued liabilities. The effect of this change in accounting
principle was applied  cumulatively as of the beginning of 2000 and totaled $3.4
million.

Cash and Cash Equivalents

     The Company  considers cash on hand and short-term  cash  investments to be
cash and cash equivalents.  The Company's policy is to maintain  uninvested cash
at minimal levels.  Cash includes cash equivalents which represent highly liquid
investments  with a  maturity  of one  month  or  less.  The  Company  restricts
investment of temporary  cash  investments to financial  institutions  with high
credit standings.

                                       F-8

Inventories

     Inventories  are valued at the lower of  weighted  average  cost or market.
Market represents the net realizable value.

Property and Equipment

     Property  and  equipment  are  stated  at  cost.  For  financial  reporting
purposes,  depreciation  is  computed  using the  straight-line  method over the
assets'  estimated  useful  lives or terms of the related  leases,  whichever is
shorter.  Accelerated  depreciation  methods  are used for income tax  reporting
purposes.   For  financial  reporting  purposes,   the  useful  lives  used  for
computation of  depreciation  range from five to ten years for  equipment,  from
three to nine  years for  furniture  and  fixtures,  from three to six years for
hardware and software related to information systems  processing,  and from five
to  nine  years  which  approximate  the  remaining  lease  term  for  leasehold
improvements.  At the time  property and  equipment  are  retired,  the cost and
related  accumulated  depreciation are removed from the accounts and any gain or
loss is credited or charged to income.  Periodically,  the Company evaluates the
net book value of property and  equipment  for  impairment.  This  evaluation is
performed for retail locations and compares management's best estimate of future
cash flows with the net book value of the  property and  equipment.  (See Note 4
for a discussion of impaired  property and  equipment.)  Maintenance and repairs
are  charged  to  expense  as  incurred.   Replacements   and  improvements  are
capitalized.

Balance Sheet Financial Instruments:  Fair Values

     The carrying amounts reported in the consolidated  balance sheets for cash,
accounts  receivable,  accounts  payable and short-term debt  approximates  fair
value  because  of the  immediate  or  short-term  maturity  of these  financial
instruments.  The carrying  amount  reported for "Revolving  Credit Facility and
Term Loan"  approximates  fair value  because  the  underlying  instrument  is a
variable rate note that reprices frequently.

     Liabilities  Subject to Compromise refers to liabilities  incurred prior to
the commencement  of the Chapter 11 Cases (See Note 4). The  settlement of these
liabilities will be determined in a court-approved  plan of  reorganization.  In
March 2001, the Company filed a plan of reorganization  which will result in the
settlement of these  liabilities at less than 100% of face value.  No adjustment
to these liabilities has been made in the December 30, 2000 financial statements
as the proposed plan of reorganization has yet to be approved.

     The Company is party to letters of credit  totaling  $4.5  million and $2.2
million at December 30, 2000 and January 1, 2000, respectively. In the Company's
past  experience,  virtually  no claims have been made against  these  financial
instruments. Management does not expect any material losses to result from these
off-balance-sheet   instruments  because  performance  is  not  expected  to  be
required.  Therefore,  management is of the opinion that the fair value of these
instruments is zero.

     Financial   instruments   which   potentially   subject   the   Company  to
concentrations of credit risk consist principally of trade accounts  receivable.
The  risk is  limited  due to the  large  number  of  individuals  and  entities
comprising the Company's customer base.

                                       F-9

Goodwill and other Intangible Assets

     Goodwill and other  intangible  assets  represent the excess of the cost of
net assets acquired in certain contract  transactions and business  acquisitions
over their fair value.  Such amounts are amortized over periods  ranging from 11
years to 30 years.  The Company  periodically  evaluates  the carrying  value of
goodwill and other intangible  assets based on the expected future  undiscounted
operating cash flows of the related  business unit. (See Note 5 for a discussion
of goodwill impairments in 2000.)

Income Taxes

     Deferred  income  taxes are  recorded  using  current  enacted tax laws and
rates.  Deferred  income taxes are provided for  depreciation,  inventory  basis
differences,  and accrued  expenses  where there is a  temporary  difference  in
recording such items for financial reporting and income tax reporting purposes.

Other Deferred Costs

     Other deferred costs include  capitalized  financing  costs which are being
amortized  on a  straight  line basis over  periods  from one to seven  years to
correspond  with  the  terms  of  the  underlying  debt.  In  addition,  certain
capitalized  assets resulting from contractual  obligations are included and are
being  amortized  on a straight  line basis  over  periods of up to five  years.
Certain deferred financing costs which relate to pre-petition debt are no longer
being amortized.  When the related  pre-petition  debt is approved as an allowed
claim by the  Bankruptcy  Court,  these  deferred costs will adjust the carrying
value  of  the  related   debt.  Any gain  or  loss  will  be  recognized  as  a
reorganization item at that time.

Advertising and Promotion Expense

     Production  costs  of  future  media   advertising  and  related  promotion
campaigns are deferred until the advertising events occur. All other advertising
and  promotion  costs are expensed over the course of the year in which they are
incurred.

Interest Expense, Net

     Interest expense includes  interest on debt and capital lease  obligations,
purchase  discounts on invoice  payments,  the amortization of finance fees, and
the  amortization  of the discount on the senior notes.  The Company has stopped
accruing  interest on unsecured debt until the Company  emerges from Chapter 11,
or it becomes  probable  that the  Company  will pay these  amounts as part of a
reorganization plan.

Foreign Currency Translation

     The financial  statements of foreign  subsidiaries are translated into U.S.
dollars in accordance  with Statement of Financial  Accounting  Standards No. 52
("SFAS  52").  Translation  adjustments,   which  result  from  the  process  of
translating  foreign financial  statements into U.S. dollars,  were not material
for the years ended December 30, 2000 or January 1, 2000.

Derivative Instruments and Hedging Activities

     In  1998,  the  Financial  Accounting  Standards  Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities". The Company's adoption of SFAS 133 in 2000
had no impact on the Company's financial statements as the Company did not hold
derivative instruments, nor participate in hedging activities during the
reporting period.

                                      F-10

Other Comprehensive Income

     In July 1997, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting Standards No. 130 ("SFAS 130"),  "Reporting  Comprehensive
Income". The statement  addresses the reporting and display of changes in equity
that result from transactions and other economic events,  excluding transactions
with owners.  The adoption of SFAS No. 130 did not have a material impact on the
Company's financial statements,  as comprehensive income was equal to net income
in 2000, 1999 and 1998.

Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

3.   BANKRUPTCY PROCEEDINGS AND GOING CONCERN MATTERS

Proceedings Under Chapter 11 of the Bankruptcy Code

     On April 5, 2000,  the Company and ten of its  subsidiaries  (collectively,
the "Debtors") filed voluntary  petitions with the United State Bankruptcy Court
for the Northern  District of Georgia for  reorganization  under Chapter 11 (the
"Chapter 11 Cases"). The Chapter 11 Cases have been consolidated for the purpose
of joint  administration  under Case No.  00-65214.  The Debtors  are  currently
operating their businesses as  debtors-in-possession  pursuant to the Bankruptcy
Code.  All  affiliated  entities of the  Company are  included in the Chapter 11
Cases,  except  only (a) three  subsidiaries  which are  licensed  managed  care
organizations and (b) foreign subsidiaries of the Company.

     In March 2001, the Debtors filed a plan of  reorganization  for the Chapter
11 Cases.  We expect  the  Company  will  emerge  from  Chapter 11 in the second
quarter of 2001. There can be no assurance that the reorganization  plan will be
confirmed by the Bankruptcy  Court,  or that such plan will be  consummated.  If
confirmed and consummated,  the proposed plan of  reorganization  will result in
the settlement of unsecured claims at less than 100% of face value. The existing
Common Stock will be cancelled,  resulting in existing shareholders receiving no
value for their interests.

     The  proposed  plan  of  reorganization  includes  the  conversion  of  the
Company's pre-petition unsecured claims into new secured notes and common stock.
The secured  notes will have a face value of $120  million and will pay interest
of 12% twice a year at the end of March and  September.  The notes have an eight
year duration with principal  repayments based on excess cash balances available
at each interest payment date.

     As a result of the Chapter 11 filings,  absent  approval of the  Bankruptcy
Court, the Company is prohibited from paying,  and creditors are prohibited from
attempting  to collect,  claims or debts arising prior to April 5,2000 (See Note
10). We may assume or reject certain contracts which were signed before the date
the Debtors filed the  Bankruptcy  petition.  Rejected  contracts  will generate
unsecured claims in the Chapter 11 Cases. To assume  contracts,  we will have to
cure any outstanding  defaults.  We believe that, as part of our  reorganization
plan, the Company will be able to assume the contracts it desires to continue.

                                            F-11

     Because of our operating  losses and the changes we recorded in 2000,  (See
Note 5), we do not meet certain requirements contained in some of our contracts.
We  anticipate  that,  as part of our  reorganization  plan,  we will meet these
requirements upon emergence from Chapter 11.

Going Concern Matters

     The accompanying  consolidated financial statements have been prepared on a
going concern basis of accounting and do not reflect any adjustments  that might
result if the Company is unable to continue as a going  concern.  The  Company's
recent losses and negative cash flows from operations, and the Chapter 11 Cases,
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern. As discussed above,  management has submitted a  plan of reorganization
to the  Bankruptcy  Court.  The  ability of the  Company to  continue as a going
concern and the  appropriateness  of using the going  concern basis is dependent
upon,  among  other  things,  (i) the  Company's  ability  to  comply  with  the
debtor-in-possession  financing  agreements ("DIP" Facility), (ii) the Company's
ability    to    obtain     financing    upon     expiration    of    the    DIP
Facility, (iii) confirmation of a plan of reorganization  under  the  Bankruptcy
Code, (iv) the Company's  ability to achieve  profitable  operations  after such
confirmation,  and (v) the Company's  ability to generate  sufficient  cash from
operations to meet its obligations.

     Management  believes  that the DIP  Facility,  along with cash  provided by
operations,  will provide sufficient  liquidity to allow the Company to continue
as a going  concern;  however,  there can be no  assurance  that the  sources of
liquidity  will be available or  sufficient  to meet the  Company's  needs.  The
consolidated  financial  statements do not include any  adjustments  relating to
recoverability  and  classification  of recorded asset amounts or the amount and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

     A plan of  reorganization  could  materially  change the amounts  currently
recorded in the consolidated  financial statements.  The consolidated  financial
statements do not give effect to any adjustments to the carrying value of assets
or amounts and  classifications  of  liabilities  that might be  necessary  as a
result of the Chapter 11 Cases, except as discussed in Note 5.

4. ACCOUNTING DURING REORGANIZATION PROCEEDINGS

     Entering  the  reorganization  proceedings  does not  affect or change  the
application of generally accepted accounting  principles followed by the Company
in the preparation of its consolidated financial statements. During the pendency
of the  Chapter 11 Cases,  our  consolidated  financial  statements  distinguish
transactions  and events that are directly  associated  with the  reorganization
from the ongoing  operations  of the  business in  accordance  with the American
Institute  of  Certified  Public  Accountants'  Statement  of  Position  90-7  -
"Financial  Reporting by Entities in  Reorganization  under the Bankruptcy Code"
("SOP 90-7"). The Company's  consolidated  balance sheets segregate  Liabilities
Subject to Compromise from  liabilities not subject to compromise.  In addition,
we have  stopped  accruing  for  interest  on  unsecured  debt until the Company
emerges from protection  under Chapter 11 of the Bankruptcy  Code, or it becomes
probable that we will pay these amounts as part of a plan of reorganization.

                                         F-12

Liabilities Subject to Compromise

     Liabilities  Subject to Compromise refers to liabilities  incurred prior to
the  commencement  of the Chapter 11 Cases,  including  those  considered by the
Bankruptcy  Court to be  pre-petition  claims,  such as claims  arising out of a
rejection of a lease for real property.  These liabilities  consist primarily of
amounts  outstanding  under  long-term debt and also include  accounts  payable,
accrued interest, accrued restructuring costs  and other accrued expenses. These
amounts  represent  the  Company's  estimate of known or potential  claims to be
resolved  in the  Chapter  11  Cases.  Such  claims  remain  subject  to  future
adjustments.  Adjustments may result from (1)  negotiations;  (2) actions of the
Bankruptcy Court; (3) further  development with respect to disputed claims;  (4)
future rejection of additional  executory contracts or unexpired leases; (5) the
determination as to the value of any collateral  securing claims;  (6) proofs of
claim;  or (7)  other  events.  Payment  terms  for  these  amounts,  which  are
considered long-term liabilities at this time, will be established in connection
with the Chapter 11 Cases.

     The principal  categories of claims  classified as  Liabilities  Subject to
Compromise  in the Chapter 11 Cases are identified below: (amounts in thousands)

                                                              December 30, 2000
                                                              -----------------
       Accounts payable                                             $ 25,856
       Accrued expenses                                                2,717
       Provision for rejected contracts                                3,142
       Senior notes, net of discount including $7,480
         accrued interest                                            131,266
       Other long-term debt and capital lease obligations              7,843
                                                                    --------
                                                                    $170,824
                                                                    ========

     The  Company  has  received  approval  from  the  Bankruptcy  Court  to pay
pre-petition  and  post-petition  employee wages,  salaries,  benefits and other
employee obligations,  to pay vendors and other providers in the ordinary course
for goods and services received from April 5, 2000 and to honor customer service
programs,  including warranties and returns. These items are recorded as accrued
expenses not subject to compromise.

5. REORGANIZATION  ITEMS,  RESTRUCTURING  EXPENSES  AND IMPAIRMENT OF LONG-LIVED
   ASSETS.

General

     In the last quarter of 1999 and in fiscal 2000,  we have  recorded  charges
relating to store closings,  to impairment of long-lived  assets and to expenses
incurred  in the  Chapter 11 Cases.  Generally  accepted  accounting  principles
require different presentations depending on whether we incurred the cost before
or after the filing of the Chapter 11 Cases.

                                      F-13

Impairment of Fixed Assets and Restructuring Expenses

     We have recorded  charges for impairment of fixed assets and  restructuring
expenses in  connection  with stores  closed before the filing of the Chapter 11
Cases.  Emerging  Issues  Task Force Issue  94-03,  "Liability  Recognition  for
Certain Employee  Termination  Benefits to Exit an Activity  (Including  Certain
Costs Incurred in a  Restructuring)",  requires that we present these charges as
components of operating income.

     In connection  with stores closed after the filing of the Chapter 11 Cases,
we have recorded  charges for  impairment of fixed assets and for  restructuring
expenses.  All expenses of this nature  incurred after the first quarter of 2000
have been presented as reorganization items, below operating income.

Summary of Restructuring Charges

     The table below  summarizes  charges  for  impairment  of fixed  assets and
restructuring expenses incurred in the fourth quarter 1999 and the first quarter
2000. These charges were incurred before the Company began the Chapter 11 Cases:
(amounts in thousands)

                                       Fourth Quarter 1999    First Quarter 2000
                                       -------------------    ------------------
      Impairment of fixed assets               $1,952                 $2,684

      Restructuring expense
        Provision for rejected leases          $ --                   $1,362
        Other store closing costs                --                      239
                                               ------                 ------
                                               $ --                   $1,601
                                               ======                 ======

     Impairment and  restructuring  charges  incurred after the first quarter of
2000 are  considered  reorganization  items and are  presented  below  operating
income.

Summary of Reorganization Items

     Results for fiscal  2000  include  charges  which were  incurred  after the
Company  filed the  Chapter 11 Cases.  Expenses  related  to the  reorganization
process and the Chapter 11 Cases are considered  reorganization items. The table
below summarizes these charges: (amounts in thousands)

                                                           2000
                                                      -------------
       Impairment of goodwill                            $ 100,805
       Impairment of fixed assets                           12,000
       Provision for rejected leases                         1,920
       Other store closing costs                               670
       Professional fees                                     3,421
       Retention bonuses                                     2,173
       Interest income on accumulated cash                    (144)
       Other reorganization costs                              694
                                                         ---------
                                                         $ 121,539
                                                         =========

     The following  represents  activity in the restructuring and reorganization
provisions during 2000:  (amounts in thousands)

                                                                  Accrued at
                            Charged to expense      Paid      December 30, 2000
                            ------------------      ----      -----------------

Restructuring and
  reorganization items            $8,505           $3,778          $4,727

                                      F-14

Impairment of Long-Lived Assets

     Due to continuing  negative  cash flows,  coupled with the possible sale or
disposition of certain  Company  assets,  we recorded a noncash charge of $100.8
million  for the  impairment  of goodwill  associated  with the  acquisition  of
Frame-n-Lens  Optical,  Inc.,  New West  Eyeworks, Inc. and Midwest Vision, Inc.
("Acquired  Entities").  In  addition,  we  recorded  a noncash  charge of $10.6
million to reflect the impairment of fixed assets  associated  with the Acquired
Entities.

     The Company  terminated  ten leases  governing all of the  Company's  units
located in Meijer Thrifty Acre locations. The Company recorded a noncash pre-tax
charge of $987,000 in 2000 related to the  impairment of leasehold  improvements
and furniture and fixtures in the Meijer locations.

     In the second  quarter of 2000,  the  Company  reached  an  agreement  with
Wal-Mart Stores,  Inc. to terminate its 72 leases governing all of the Company's
units located in Sam's Club locations.  Pursuant to this agreement,  the Company
turned over all such  locations to Wal-Mart  Stores by  September  1, 2000.  The
Company  received no  proceeds  from  Wal-Mart  for the early  termination,  and
Wal-Mart  will waive all claims for rent under the leases for the balance of the
original lease term. The Company  recorded a noncash  pre-tax charge of $367,000
related to the impairment of leasehold  improvements  and furniture and fixtures
in the Sam's Club locations.

     A summary of the  impairment  charges  recorded since filing the Chapter 11
Cases follows: (amounts in thousands)

                      Impairment of goodwill:
                             Frame-n-Lens                 $ 38,318
                             New West Eyeworks              60,610
                             Midwest Vision                  1,877
                                                          --------
                    Total goodwill impairment             $100,805
                                                          ========

                    Impairment of fixed assets:
                             Frame-n-Lens                 $  4,792
                             New West Eyeworks               5,186
                             Midwest Vision                    668
                             Meijer Thrifty Acre               987
                             Sam's Club                        367
                                                          --------
                     Total fixed asset impairment         $ 12,000
                                                          ========

     We periodically  evaluate the carrying value of long-lived  assets based on
the expected future  undiscounted  operating cash flows of the related  business
unit. As part of the reorganization  process, we may decide to sell or otherwise
dispose of assets for amounts  other than those  reflected  in the  Consolidated
Financial  Statements,  which may result in  further  impairment  of  long-lived
assets.

     In addition to the  impairment  of goodwill and fixed  assets,  the Company
recorded  adjustments to inventory of $1.1 million and to accounts receivable of
$0.5 million to adjust the carrying value to net realizable value. These charges
were included in cost of goods sold and SG&A expense, as appropriate.

                                          F-15

6. SUBSEQUENT EVENTS

     In  March  2001,  the  Company  filed a plan  of  reorganization  with  the
Bankruptcy Court. Major provisions of the plan are as follows:

o    Unsecured  creditors  will  receive 12% secured  notes with a face value of
     $120  million  and  equity  in  the  Reorganized  Company.   This  proposed
     settlement is less than 100% of the face value of this debt.
o    The existing Common Stock will be cancelled and current  shareholders  will
     not receive a distribution for their interests.
o    The  freestanding  operations  will  be  disposed  of  either  by  sale  or
     abandonment, prior to emergence from Bankruptcy.

     In February  2001,  the  Company  signed a purchase  agreement  to sell the
assets of its freestanding  locations and the Fullerton,  California  laboratory
for $8.5 million. The sale is expected to close in April 2001.

     Freestanding  operations  include the remaining 226 freestanding  locations
acquired from Midwest  Vision,  Inc.  ("Midwest"),  Frame-n-Lens  Optical,  Inc.
("Frame-n-Lens"),  and New West  Eyeworks,  Inc. ("New West") and the Fullerton,
California laboratory and administrative  facility. The assets to be disposed of
consist primarily of inventory,  fixed assets and a California HMO license.  The
principal  liability of this  division is rent  obligations  that will either be
assumed  by  the  purchaser  or  rejected  through  the  Company's   Chapter  11
proceedings.

     Pro forma unaudited financial results of operations are presented below, as
if the freestanding  operations were disposed of at the beginning of the periods
presented.  The pro forma results  presented  include  certain  adjustments  and
estimates by management.  The pro forma 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.

                                             2000        1999       1998
                                           --------    --------   --------
   Net sales                               $246,915    $247,875   $209,220
   Gross profit                            $133,481    $134,057   $112,509
   Operating income                        $ 13,493    $ 12,230   $ 11,424
   EBITDA prior to significant provisions  $ 25,833    $ 26,021   $ 23,751

     EDITDA  is  calculated  as  operating   income  before   interest,   taxes,
depreciation  and  amortization.  EBITDA  prior  to  significant  provisions  is
calculated  as EBITDA  prior to  Restructuring  Expense,  Reorganization  Items,
Extraordinary  Items,  Cumulative Effect and the 1999 provisions for receivables
of $1.3 million.

7.   WAL-MART MASTER LICENSE AGREEMENT AND OTHER AGREEMENTS

     Wal-Mart Agreement
     ------------------

     In 1994, the Company and Wal-Mart replaced their original  agreement with a
new master license agreement (the "Wal-Mart Agreement"), which increased minimum
and percentage  license fees payable by the Company and also granted the Company
the  opportunity  to  operate up to 400 vision  centers in  existing  and future
Wal-Mart  stores  (395  vision  centers  were in  operation  under the  Wal-Mart
Agreement at fiscal year end 2000). In January 1995, the Company made a lump sum
payment in exchange for such  opportunity.  The payment is being  amortized over
the initial term of the vision  centers  opened  subsequent  to January 1, 1995.
Each vision center  covered by the Wal-Mart  Agreement  has a separate  license.
Pursuant to the Wal-Mart Agreement,  the term of each such license is nine years
with a renewable option for one additional  three-year term.  Percentage license
fees remain the same over the  nine-year  base term and three- year option term,
whereas minimum license fees increase during the three-year option term.

                                      F-16

     Consulting and Management Agreement
     -----------------------------------

     Among  other  things,  the  Wal-Mart  Agreement  requires  an  independent,
licensed  optometrist  to  practice  adjacent  to or near each of the  Company's
vision centers for at least 48 hours per week. In 1990, the Company entered into
a long-term  consulting and management service agreement,  as amended,  with two
companies  (Eyecare Leasing,  Inc. ("ELI") and  Stewart-Phillips,  Inc. ("SPI"))
jointly owned by two  shareholders to recruit such  optometrists  for certain of
its vision centers.  Subject to applicable  state  regulations,  this agreement,
among other things,  required the Company to provide space and certain equipment
to the optometrists for which the optometrists pay the Company an occupancy fee.
In exchange  for their  services,  ELI and SPI  received  certain fees under the
agreement.  The net payments offset  occupancy  expense incurred by the Company.
Occupancy expense is a component of cost of goods sold.

     In January 1997, the Company completed various  transactions related to its
relationship with each of ELI and SPI. The transactions involved the termination
of such consulting agreement and transfer of the responsibilities of ELI and SPI
to a subsidiary of the Company. As a result of these  transactions,  the Company
acquired the right to the payments which  otherwise  would have been made to ELI
and SPI under the consulting  agreement.  The aggregate cost of the transactions
was $4.6 million,  which was  capitalized  as an  intangible  asset and is being
amortized  over the remaining life of the original term of vision center leases.
The Company  made a lump sum  payment of  $500,000  at closing and entered  into
promissory  obligations  for the balance,  payable over a 12-year period at 6.4%
interest.

     Mexico Agreement
     ----------------

     In 1994,  the Company  opened 8 vision centers in stores owned and operated
by Wal-Mart de Mexico, S.A. de C.V. ("Wal-Mart de Mexico"). In 1995, the Company
completed the negotiation of a master license  agreement  governing these vision
centers.  Pursuant to this agreement,  each vision center has an individual base
term of five years from the date of opening,  followed by two options  (each for
two years), and one option for one year. Each party has the right to terminate a
location which fails to meet specified sales levels.  The agreement provides for
annual fees based on a minimum and percentage of sales. The agreement also gives
the  Company a right of first  refusal to open  vision  centers in all stores in
Mexico  owned by  Wal-Mart  de Mexico.  As of  December  30,  2000,  the Company
operated 27 vision centers in Wal-Mart de Mexico stores.

     Fred Meyer
     ----------

     The Company operates 56 leased vision centers in stores owned by Fred Meyer
pursuant to a master license  agreement.  The agreement provides for minimum and
percentage  rent and  other  customary  terms  and  conditions.  The term of the
agreement  is for five years  (expiring  December  31,  2003),  with a five-year
option.

                                      F-17

8.   ACQUISITIONS

     On July 28, 1998, the Company acquired all the outstanding capital stock of
Frame-n-Lens Optical, Inc.  ("Frame-n-Lens") in a transaction accounted for as a
purchase business combination.  Prior to the acquisition,  Frame-n-Lens operated
approximately  280 retail optical centers in 23 states.  The aggregate  purchase
price was $50  million  of which  $23  million  was paid in cash and  additional
borrowings from the Company's credit facilities, $24 million was assumed in debt
and  liabilities,  and  $3  million  was  established  as  a  deferred  purchase
obligation to be paid in quarterly installments over six years.

     The Company has  deposited  installment  payments of the deferred  purchase
obligation  into a separate  company bank account.  As of December 30, 2000, the
Company had  deposited a total of  $914,000  which is included in the  Company's
cash  balance.  The Company has the right to  withhold  payment of the  deferred
purchase   obligation   based  upon  the   identification   of  any  undisclosed
liabilities. The Company is currently defending a class-action lawsuit which was
filed  against  Frame-n-Lens  and which was not  disclosed to the Company at the
time of  acquisition.  Although  management  cannot  predict the outcome of this
litigation,  we  believe  that the  amount  accrued  for the  deferred  purchase
obligation  will be  sufficient  to cover any  costs  incurred  related  to this
lawsuit.

     The excess of cost over fair value of assets acquired was $41 million,  and
was being amortized over 30 years using the  straight-line  method. In the third
quarter of 2000, the Company  determined  that the goodwill  associated with the
Frame-n-Lens acquisition was impaired, resulting in a charge of $38.3 million in
2000.  Frame-n-Lens'  financial  position and results of operations are included
with  those  of the  Company  for  the  periods  subsequent  to the  date of the
acquisition.  In November 2000, the Company  decided to dispose of the remaining
locations acquired from Frame-n-Lens. (See Note 6.)

     On October 23, 1998, the Company acquired all the outstanding capital stock
of New West  Eyeworks,  Inc.  ("New West") in a  transaction  accounted for as a
purchase  business  combination.  Prior to the  acquisition,  New West  operated
approximately  175 retail optical centers in 13 states.  The aggregate  purchase
price was $79 million,  including  the  assumption of certain  indebtedness  and
acquisition-related  expenses  which were paid with a portion of the proceeds of
the  Company's  12 3/4% Senior  Notes  due 2005  (the  "Notes")  (See Note 10 to
Consolidated  Financial  Statements).  In September  1999,  the Company sold the
Tempe  manufacturing  facility acquired from New West Eyeworks for approximately
$1 million.

     The excess of cost over fair value of the assets  acquired  was $64 million
and was being  amortized over 30 years using the  straight-line  method.  In the
third quarter of 2000, the Company determined that the goodwill  associated with
the New West acquisition was impaired, resulting in a charge of $60.6 million in
2000. New West's financial  position and results of operations are included with
those of the Company in the period subsequent to the date of the acquisition. In
November  2000,  the Company  decided to dispose of the  freestanding  locations
acquired from New West. (See Note 6.)

                                      F-18

     The following  summary  prepared on an unaudited basis presents the results
of operations of the Company  combined with  Frame-n-Lens and New West as if the
acquisitions  had occurred at the beginning of 1998, after the impact of certain
adjustments.  These  adjustments  include  1) the cost  savings  related  to the
consolidation   of  duplicative   manufacturing   and   administrative   support
facilities,  2) the amortization of goodwill,  3) increased  interest expense on
the  acquisition  debt, 4)  elimination of interest on debt repaid with proceeds
from the Notes,  and 5) the related  income tax effects: (amounts in  thousands,
except per share amounts)

                                                               January 2,
                                                                  1999
                                                               (unaudited)
                                                               -----------
 Net sales                                                     $  325,670
 Operating income                                              $   15,831
 Net loss                                                      $   (2,811)
 Loss per share                                                $    (0.13)
- --------------------------------------------------------------------------------

     The pro forma results are not necessarily indicative of what actually would
have occurred if the acquisitions had occurred as of the beginning of the period
presented.

     In October 1997, the Company  acquired all the outstanding  common stock of
Midwest Vision,  Inc.  ("Midwest") in a transaction  accounted for as a purchase
business combination. Midwest's financial position and results of operations are
included  with  those of the  Company in the  period  subsequent  to the date of
acquisition.  Prior to the  acquisition,  Midwest  operated  51  retail  optical
centers in Minnesota,  Wisconsin,  Iowa and North Dakota. The aggregate purchase
price  was  approximately  $5  million,  including  assumed  long-term  debt  of
approximately  $1  million.  The  excess of cost over fair  value of the  assets
acquired was $2 million and was being amortized on a straight-line basis over 15
years.  In the third quarter of 2000, the Company  determined  that the goodwill
associated with the Midwest  acquisition was impaired,  resulting in a charge of
$1.9 million in 2000.

     The purchase  price was paid in cash of $2 million,  a note payable of $0.6
million and 110,975  shares of the  Company's  common  stock.  In addition,  the
Company  issued a put option to the seller,  entitling the seller to put 100,000
of such shares to the Company at $9.00 per share in January 2000.  Subsequent to
January 1, 2000, the seller  exercised the put option.  The Company has not paid
this obligation.  Any claims asserted by the seller will be addressed during the
Company's Chapter 11 proceedings.  The additional  obligation has been reflected
in Liabilities Subject to Compromise in the Consolidated Balance Sheets.

9.   INVENTORY

     The Company  classifies  inventory as finished  goods if such  inventory is
readily  available  for  sale to  customers  without  assembly  or  value  added
processing.  Finished goods include contact lenses,  over the counter sunglasses
and  accessories.  The Company  classifies  inventory  as raw  materials if such
inventory  requires  assembly  or value  added  processing.  This would  include
grinding a lens blank, "cutting" the lens in accordance with a prescription from
an  optometrist,  and  fitting  the lens in a frame.  Frames  and uncut lens are
considered raw materials.  A majority of the Company's  sales  represent  custom
orders;  consequently,  the majority of the Company's inventory is classified as
raw materials.

                                      F-19

     Inventory  balances,  by  classification,  may  be  summarized  as follows:
(amounts in thousands)

                                               2000           1999
                                            ---------      ---------
 Raw materials                              $  22,175      $  24,408
 Finished goods                                 8,153          8,804
 Supplies                                       1,150          1,161
                                            ---------      ---------
                                            $  31,478      $  34,373
                                            =========      =========

10.  LONG-TERM DEBT

     All of the  Company's  unsecured  debt is  considered  part of  Liabilities
Subject to Compromise in the Consolidated Balance Sheets (See Note 4) and may be
settled at less than face value. All interest accruals and payments on unsecured
debt were suspended  upon filing the Chapter 11 Cases.  No principal or interest
payments will be made on unsecured debt until approved by the Bankruptcy Court.

Debtor-in-Possession Financing

     On May 9, 2000,  the  Bankruptcy  Court  approved an order  permitting  the
Company to enter into a $25 million  debtor-in-possession  credit  facility with
Foothill  Capital  Corporation  (the "DIP  Facility").  The DIP Facility  (which
replaced the Company's  prior  secured  credit  facility  with Foothill  Capital
Corporation)  consists of a $12.5 million term loan and $12.5 million  revolving
credit facility.  The Company paid  professional  fees,  organization  fees  and
waiver fees of $500,000 to convert the previous  Foothill Credit Facility to the
DIP Facility. As of December 30, 2000, the Company had borrowed a total of $12.9
million  (inclusive  of the  $12.5  million  term  loan  portion)  under the DIP
Facility.

     The DIP Facility contains customary terms and conditions. It expires on May
31, 2001. The DIP Facility further provides that:

o    The Company must maintain a rolling twelve month EBITDA of no less than $15
     million,  calculated prior to restructuring charges,  reorganization items,
     extraordinary losses and store impairment reserves.

o    The $12.5 million term loan portion of the DIP Facility  bears  interest at
     15% per annum.

o    Interest  rates on the  revolver  portion of the DIP  Facility are based on
     either  the Wells  Fargo  Bank,  N.A.  Base  Rate  plus 2% or the  Adjusted
     Eurodollar Rate plus 3.25%.

o    Availability  under the DIP Facility is limited to certain  percentages  of
     accounts  receivable and inventory,  subject to other  limitations based on
     rolling 60-day cash collections.

Although the  Company  is  currently  in  compliance  with the  terms of the DIP
     Facility, a continuation of negative sales and cash flow trends could cause
     the Company to breach the EBITDA covenant.

                                          F-20

     The Company  believes that the DIP Facility should provide it with adequate
liquidity  to  conduct  its  operations  while  it  awaits  confirmation  of its
reorganization plan. The Company is currently working with Foothill to establish
a revolving credit facility which will be available upon exiting from bankruptcy
(the "Exit  Facility").  The Exit Facility will replace the current DIP Facility
and should provide the Company with adequate liquidity to conduct its operations
upon  emergence  from  bankruptcy.  However,  the Company's  liquidity,  capital
resources,  results of operations and ability to continue as a going concern are
subject to known and unknown risks and uncertainties.

     Foothill Credit Facility
     ------------------------

     On  November  12,  1999,  the Company  replaced  its prior  secured  credit
facility with a new $25.0 million secured credit facility with Foothill  Capital
Corporation  (the "Foothill  Credit  Facility").  The Foothill  Credit  Facility
consists of a $12.5 million term loan and a $12.5 million revolver.

     The proceeds of the Foothill  Credit Facility were available for making the
October 15, 1999 payment  under the Senior  Notes,  refinancing  existing  debt,
working capital, and general corporate purposes.  All obligations of the Company
under  the  Foothill  Credit  Facility  were   unconditionally  and  irrevocably
guaranteed jointly and severally by certain of the Company's subsidiaries.

     The revolver  under the Foothill  Credit  Facility  carried  interest rates
equal to, at the option of the Company,  either (i)  Foothill's  Reference  Rate
plus  2.00% or (ii) the  LIBOR  rate plus  3.25%.  The term  loan  portion  bore
interest at the rate of 15% per annum.

     The Company filed for protection under Chapter 11 of the Bankruptcy Code on
April 5, 2000 and  negotiated  with Foothill to establish the DIP Facility.  The
DIP Facility,  which was approved by the Bankruptcy Court in May 2000,  replaced
the Foothill Credit Facility.

     The Company  paid  approximately  $715,000  and  $811,000  in various  fees
related to its various credit facilities in 2000 and 1999, respectively.

     Senior Notes
     ------------

     On October 8, 1998,  the Company  issued $125  million 12 3/4% Senior Notes
due 2005 (the "Notes")  pursuant to Rule 144A of the Securities  Act. The Notes,
which were sold at a discount for an aggregate price of $123.6 million,  require
semiannual interest payments commencing on April 15, 1999. The Notes were issued
pursuant to an indenture containing customary provisions including:  limitations
on incurrence of additional  indebtedness;  limitations on restricted  payments;
limitations  on  asset  sales;  payment  restrictions  affecting   subsidiaries;
limitations on liens;  limitations on transactions  with  affiliates;  and other
customary terms.

     A  portion  of the  proceeds  from the  Notes was  utilized  to  extinguish
outstanding  indebtedness on the Company's existing credit facility (such credit
facility was terminated  simultaneously with the repayment),  with the remainder
to be utilized to complete the acquisition of New West and pay for miscellaneous
expenses related to the acquisitions of Frame-n-Lens and New West.

                                      F-21

     In  anticipation  of the Notes  offering,  the Company  entered  into three
anticipatory  hedging  transactions with a notional amount of $100 million.  The
interest rates on these  instruments were tied to U.S.  Treasury  securities and
ranged  from  5.43%  to  5.62%.  The  Company  settled  these  transactions  for
approximately $4.6 million.  The settlement costs were being treated as deferred
financing  costs  amortized  over the life of the Notes;  however,  the  Company
stopped  amortizing  these deferred  financing  costs upon filing the Chapter 11
Cases.  When the senior notes are approved as an allowed claim by the Bankruptcy
Court,  these  deferred  financing  costs,  along with the Bond discount of $1.2
million,  will adjust the carrying value of the notes to the allowed value.  Any
gain or loss will be recognized as a reorganization item at that time.

     Unsecured Notes
     ---------------

     The Company  entered into  unsecured  promissory  notes relative to various
transactions  completed with the Frame-n-Lens and New West  acquisitions in 1998
and the ELI and Midwest Vision  acquisitions in 1997 (See Note 8). The notes are
fixed  rate  instruments,  with  rates  ranging  from 6.4% to 8.5%.  The  future
scheduled contractual principal payments for the Company's borrowings (which are
subject to being  restructured  in connection with the Chapter 11 Cases) were as
follows at December 30, 2000:  (amounts in thousands)

                                                 Contractual
                                              Principal Payments
                                              ------------------
 2001                                           $   14,303
 2002                                                  545
 2003                                                  373
 2004                                                  373
 2005                                                  373
 Thereafter                                        128,752
                                                -----------
                                                $  144,719
                                                ===========
     Long-Term Debt Balances
     -----------------------

     Long-term  debt  obligations,  exclusive of capital lease  obligations,  at
December  30, 2000 and January 1, 2000  consisted of the  following: (amounts in
thousands)

                                                                2000               1999
                                                             ---------          ----------
                                                                          
        12 3/4% Senior Notes Due 2005                        $125,000           $ 125,000
        Discount on 12 3/4 % Senior Notes                      (1,214)             (1,253)
        Borrowings under Foothill Credit Facility                  --              19,292
        Borrowings under DIP Facility                          12,911                  --
        Other promissory notes                                  6,808               7,586
                                                             ---------          ---------
                                                             $143,505           $ 150,625
        Less: Borrowings not subject to compromise
              classified as current                            12,911              20,154
                                                             ---------          ---------
        Long-term debt subject to compromise                 $130,594           $ 130,471
                                                             =========          =========

     As of December 30, 2000,  the Company had borrowed  $12.9 million under the
DIP Facility at a weighted  average  interest  rate of 15%. The  aggregate  fair
value of the  Company's  long-term  debt  obligation  under the DIP  Facility is
estimated to approximate its carrying value.

                                         F-22

11.      EXTRAORDINARY ITEM

     In 2000, the Company recorded an extraordinary loss of $827,000 as a result
of refinancing  the Company's  Foothill  Credit  Facility.  In 1999, the Company
recorded  an  extraordinary  loss of  $406,000  as a result of  refinancing  the
previous secured credit facility.  Both refinancings  necessitated the write-off
of capitalized  costs  associated with the previous  facilities.  Because of the
Company's decision to fully reserve for the Company's 2000 and 1999 tax benefit,
the net tax effect on these extraordinary items is zero.

12.   FINANCIAL INFORMATION OF GUARANTORS

     The Company's  wholly owned domestic  subsidiaries,  Midwest Vision,  Inc.;
NVAL  Healthcare  Systems,   Inc.;   International   Vision  Associates,   Ltd.;
Frame-n-Lens Optical, Inc.; Vision Administrators,  Inc.; Family Vision Centers,
Inc.; New West Eyeworks,  Inc.; Alexis Holdings Company, Inc.; and Vista Eyecare
Network,  LLC  (collectively,  the  "Guarantors"),  have  guaranteed on a senior
unsecured  basis,  jointly  and  severally,  the  payment of the  principal  of,
premium,  if any,  and  interest  on the Notes.  Combined  summarized  financial
information of the Guarantors is presented below: (amounts in thousands)

 For the years ending:             December 30, 2000         January 1, 2000        January 2, 1999
                                   -----------------         ---------------        ---------------
                                                                              
 Net sales                           $   77,004                $  123,090              $   49,904
 Gross profit                        $   41,772                $   63,747              $   21,545
 Net loss                            $ (133,126)               $  (10,151)             $   (2,861)

                                   December 30, 2000         January 1, 2000        January 2, 1999
                                   ------------------        ---------------        ---------------
 Current assets                      $   13,963                $   14,287              $  22,080
 Noncurrent assets                   $    2,989                $   16,574              $  15,832
 Current liabilities                 $    3,288                $   25,742              $  18,979
 Noncurrent liabilities              $    3,554                $    3,265              $   3,748

13.   COMMITMENTS AND CONTINGENCIES

     The Company incurred  liabilities  prior to the commencement of the Chapter
11 Cases  (Liabilities  Subject to Compromise),  including claims arising out of
rejections of leases for real property.  These liabilities  consist primarily of
amounts  outstanding  under  long-term debt and also include  accounts  payable,
accrued interest, accrued restructuring costs  and other accrued expenses. These
amounts  represent  the  Company's  estimate of known or potential  claims to be
resolved  in the  Chapter  11  Cases.  Such  claims  remain  subject  to  future
adjustments.  Adjustments may result from (1)  negotiations;  (2) actions of the
Bankruptcy Court; (3) further  development with respect to disputed claims;  (4)
future rejection of additional  executory contracts or unexpired leases; (5) the
determination as to the value of any collateral  securing claims;  (6) proofs of
claim;  or (7)  other  events.  Payment  terms  for  these  amounts,  which  are
considered long-term liabilities at this time, will be established in connection
with the  Chapter  11  Cases.  As part of the  disposition  of the  freestanding
locations,  the  Company  expects to either  assign or reject  all  freestanding
location leases, including the Fullerton, California facility lease.

                                            F-23

     Non-cancellable Operating Lease and License Agreements
     ------------------------------------------------------

     As of  December  30,  2000,  the Company is a lessee  under non-cancellable
operating lease  agreements for certain  equipment which expire at various dates
through  2003.  Additionally,  the  Company  is  required  to  pay  minimum  and
percentage  license fees pursuant to certain  commercial  leases and pursuant to
its agreements with its host store companies.

     Effective  December 20, 1991,  the Company  entered into a lease  agreement
with Wal-Mart for  approximately  66,000 square feet of corporate  office space.
The term of the lease is ten years  with a renewal  option of seven  years.  The
Company paid Wal-Mart  approximately  $215,000  annually in rental fees in 2000,
1999 and 1998.

     In connection with its  acquisition of Midwest  Vision,  Inc. (See Note 8),
the Company entered into a ten-year lease for administrative headquarters and an
optical laboratory located in St. Cloud, Minnesota.  The facility is leased from
the former  owner of Midwest  Vision.  Lease  expense  on the  headquarters  and
laboratory is approximately  $6,667 monthly which, in the opinion of management,
represents a fair market lease rate. Additionally, the Company assumed operating
lease agreements in connection with 51 freestanding  locations obtained from the
acquisition. Lease expense on these leases is approximately $64,000 monthly.

     In connection with its  acquisitions of Frame-n-Lens and New West (See Note
8),  the  Company  assumed   operating  lease   agreements  in  connection  with
approximately  280 and 175  vision  centers,  respectively,  obtained  from  the
acquisitions.  Through the Frame-n-Lens acquisition, the Company assumed a lease
for a manufacturing and distribution facility located in Fullerton,  California.
This  facility is subject to a lease with a term  expiring  on August 31,  2006.
Lease expense is $408,000 annually for this facility.

     Aggregate future minimum payments under the license and lease  arrangements
that will not be  assigned  or rejected  in the  Bankruptcy  proceedings  are as
follows: (amounts in thousands)

                  Fiscal Year                Leases             Leases
                  -----------                ------             ------

                     2001                    $ 131           $  21,026
                     2002                       12              18,188
                     2003                        -              10,567
                     2004                        -               6,307
                     2005                        -               4,778
                  Thereafter                     -               6,336
                                             ------          ---------
 Total minimum lease payments                  143           $  67,202
 Less amounts representing interest              7           =========
                                             ------

 Present value of minimum capital lease
    payments                                   136
 Less current installments of obligations
    under capital leases                       124
                                             ------
 Obligations under capital leases
    excluding current installments           $  12
                                             ======

                                      F-24

     Total rental expenses  related to cancellable and non-cancellable operating
leases were approximately $41.0 million, $43.1 million and $30.1 million for the
years  ended   December  30,  2000,   January  1,  2000  and  January  2,  1999,
respectively.

     Guy Laroche and Gitano Trademark Licenses
     -----------------------------------------

     The Company  has a license  agreement  with Guy  Laroche of North  America,
Inc.,  giving the Company the right to use the  trademark  "Guy  Laroche" in its
vision  centers in North  America.  The  agreement  requires  the Company to pay
minimum and percentage  royalties on retail and wholesale sales. The Guy Laroche
agreement,  as amended,  expires on  December  31,  2001.  Under the Guy Laroche
agreement, the Company paid $310,000, $310,000 and $389,000 in fees during 2000,
1999 and 1998, respectively.

     In 2000,  1999 and 1998,  the Company paid $34,000,  $53,000,  and $96,000,
respectively,  in fees to Gitano,  Inc. and its successors in connection  with a
license agreement which gave the Company the right to use the "Gitano" trademark
in its vision centers.

       Change in Control and Other Arrangements
       ----------------------------------------

     There are  agreements  between the Company and twelve of its officers which
provide  severance  benefits in the event of  termination  of  employment  under
certain circumstances following a change in control of the Company (as defined).
The  circumstances are termination by the Company other than because of death or
disability  commencing prior to a threatened change in control (as defined),  or
for  cause  (as  defined),  or by the  officer  as  the  result  of a  voluntary
termination  (as  defined).  Following  any such  termination,  in  addition  to
compensation  and  benefits  already  earned,  the  officer  will be entitled to
receive a lump sum  severance  payment  equal to up to three times the officer's
annual  rate of  base  salary.  The  term of  each  agreement  is for a  rolling
three-years unless the Company gives notice that it does not wish to extend such
term, in which case the term of the agreement  would expire three years from the
date of the notice.

14.  INCOME TAXES

     The  Company  accounts  for  income  taxes  under  Statement  of  Financial
Accounting  Standards  (SFAS No.  109)  "Accounting  for  Income  Taxes,"  which
requires the use of the  liability  method of  accounting  for  deferred  income
taxes. The components of the net deferred tax assets are as follows: (amounts in
thousands)

                                             December 30,        January 1,
                                                 2000               2000
                                           ----------------   ----------------

 Total deferred tax liabilities                $   (6,053)         $ (8,980)
 Total deferred tax assets                         23,773            17,918
 Valuation allowance                              (17,335)           (8,553)
                                                ---------          ---------
 Net deferred tax asset                        $      385          $    385
                                               ==========          =========

                                            F-25

     The sources of the  difference  between the  financial  accounting  and tax
basis of the  Company's  liabilities  and assets which give rise to the deferred
tax  liabilities  and  deferred  tax assets  and the tax  effects of each are as
follows:  (amounts in thousands)

                                             December 30,        January 1,
                                                 2000               2000
                                           ----------------   ----------------
                                                            
 Deferred tax liabilities:
   Depreciation                                $   2,875          $   4,935
   Reserve for foreign losses                      2,218              2,218
   Other                                             960              1,827
                                               ---------          ---------
                                               $   6,053          $   8,980
                                               =========          =========
 Deferred tax assets:
   Accrued expenses and reserves               $   5,929           $  3,206
   Inventory basis differences                       334                171
   Net operating loss carryforwards               14,222             10,698
   Alternative minimum tax                         2,062              2,062
   Other                                           1,226              1,781
                                               ---------          ---------

                                               $  23,773          $  17,918
                                               =========          =========

     The consolidated  provision  for income  taxes  consists of the  following:
(amounts in thousands)

                                                 Year Ended
                                  -------------------------------------------
                                   December 30,     January 1,    January 2,
                                      2000             2000          1999
                                      ----             ----          ----
 Current:
    Federal                         $      0         $     0        $  1,426
    State                                  0               0             191
                                    --------         -------        --------
                                           0               0           1,617
                                    --------         -------        --------
 Deferred:
    Federal                                0               0             338
    State                                  0               0              82
                                    --------         -------        --------
                                           0               0             420
                                    --------         -------        --------
 Total Provision for Income         $      0         $     0        $  2,037
   Taxes                            ========         =======        ========

                                      F-26

     The tax expense differs from the amounts resulting from multiplying income
before income taxes by the statutory federal income tax rate for the following
reasons: (amounts in thousands)

                                                                                  Year Ended
                                                               -------------------------------------------------
                                                               December 30,       January 1,         January 2,
                                                                  2000               2000               1999
                                                               ----------         ----------         ----------
                                                                                              
 Federal income tax/(benefit) provision at statutory rate       $(46,148)          $ (5,971)           $  1,853
 State income taxes, net of federal income tax benefit            (3,393)              (439)                180
 Foreign losses not deductible for U.S. federal tax purposes          13                  3                  37
 Change in valuation allowance for U.S. federal and state taxes    8,782              5,182                 (548)
 Nondeductible goodwill                                           38,640              1,425                  292
 Other, net                                                        2,106               (200)                 223
                                                                --------           --------             -------
                                                                $     0            $      0            $  2,037
                                                                ========           ========             ========

     At December 30, 2000,  the Company had U.S.  regular tax net operating loss
carryforwards  of  approximately  $37.4 million that can reduce  future  federal
income taxes.  If not utilized,  these  carryforwards  will expire  beginning in
2007.  The  Company  also  has  non-expiring   alternative  minimum  tax  credit
carryforwards of $2.1 million available to offset future regular taxes.

     On July 28, 1998, the Company acquired all of the outstanding capital stock
of Frame-n-Lens.  The Company accounted for the acquisition as a purchase,  with
the excess of the purchase price over the fair value of the net assets  acquired
to be allocated to goodwill.  Frame-n-Lens had net operating loss  carryforwards
of $1.4 million.

     On October 25, 1998,  the Company  acquired all of the  outstanding  common
stock and common stock  equivalents of New West.  The Company  accounted for the
acquisition  as a purchase,  with the excess of the purchase price over the fair
value of the net assets  acquired to be allocated to goodwill.  New West had net
operating  loss  carryforwards  of $5.5 million and $4.9 million for regular tax
and  alternative  minimum tax purposes,  respectively,  which begin to expire in
2006.  These net  operating  losses  are  subject  to  limitations  from a prior
ownership change.

     As a result of an examination by the Internal  Revenue  Service  ("IRS") of
the  Company's  1992  tax  return,   the  Company  adjusted  its  net  operating
carryforward loss by $314,000. The agreement between the Company and the IRS was
reached  in  February  1998 for which no income tax was due or  receivable.  The
Company  reduced its  valuation  allowance  by  approximately  $3.3  million and
increased additional paid-in-capital for this benefit.

     At  December  30,  2000,  the  Company  recorded  an  additional  valuation
allowance of $8.8 million due to the  uncertainty  of the  realizability  of the
current year net operating losses.

     The Company's net operating loss carryforwards of $37.4 million at December
30,  2000,  could be limited in the event of a greater  than 50% change in stock
ownership of the Company.  The limitation  would be based on the stock value and
the Federal Exempt Tax Rate on the date of ownership  change.  These limitations
could create a cap on the amount of the NOLs that would be deductible  each year
going  forward  until the amount is depleted or the time  limitation on the NOLs
expires.

     In Mexico,  the location of the Company's foreign  operations,  the Company
pays the  greater of its income tax or an asset tax.  Because  the  Company  has
operating losses in Mexico, the Company pays no income tax, but it is subject to
the asset tax.  Therefore,  no  provision  for income taxes has been made on the
Company's books for its operations in Mexico.

                                      F-27

15.  EARNINGS PER COMMON SHARE

     Basic  earnings per common share are computed by dividing net income by the
weighted average number of common shares  outstanding  during the year.  Diluted
earnings  per common  share are  computed as basic  earnings  per common  share,
adjusted for  outstanding  stock options that are dilutive.  The computation for
basic and diluted  earnings per share may be summarized as follows:  (amounts in
thousands except per share information)

                                                                          2000          1999         1998
                                                                       -----------    ----------    ----------
                                                                                           
Earnings/(loss) before extraordinary loss and Cumulative Effect
   and change in accounting principle                                  $  (135,675)   $  (17,156)   $    3,414
Extraordinary loss, net                                                       (827)         (406)            0
Cumulative effect, net                                                      (3,378)            0             0
                                                                       -----------    ----------    ----------
Net earnings/(loss)                                                    $  (139,880)   $  (17,562)   $    3,414
                                                                       ===========    ==========    ==========

Weighted shares outstanding                                                 21,169        21,068        20,949

Basic earnings/(loss) per share:
     Earnings/(loss) before extraordinary Item and cumulative effect   $     (6.41)   $    (0.81)   $     0.16
     Loss from extraordinary item                                            (0.04)        (0.02)         0.00
     Loss from cumulative effect                                             (0.16)         0.00          0.00
                                                                       -----------    ----------    ----------
     Net earnings/(loss) per basic share                               $     (6.61)   $    (0.83)   $     0.16
                                                                       ===========    ==========    ==========

Weighted shares outstanding                                                 21,169        21,068        20,949
Impact of dilutive options held by employees                                     0           110           285
                                                                       -----------    ----------    ----------
Aggregate shares outstanding                                                21,169        21,178        21,234
                                                                       ===========    ==========    ==========

Diluted earnings/(loss) per share:
     Earnings/(loss) before extraordinary item and cumulative effect   $     (6.41)   $    (0.81)   $     0.16
     Loss from extraordinary item                                            (0.04)        (0.02)         0.00
     Loss from cumulative effect                                             (0.16)         0.00          0.00
                                                                       -----------    ----------    ----------
     Net earnings/(loss) per diluted share                             $     (6.61)   $    (0.83)   $     0.16
                                                                       ===========    ==========    ==========

     Outstanding options with an exercise price below the average price of the
Company's common stock have been included in the computation of diluted earnings
per common share, using the treasury stock method, as of the date of the grant.
In 1999, these options have been excluded from the calculation due to their
anti-dilutive effect.

                                      F-28

16.  SUPPLEMENTAL DISCLOSURE INFORMATION

     Supplemental disclosure information is as follows: (amounts in thousands)

     (i) Supplemental Cash Flow Information

                                        2000              1999              1998
                                        ----              ----              ----
            Cash paid for
              Interest                $ 2,729           $17,826           $2,257
              Income taxes                  -               495            1,918

     (ii) Supplemental Noncash Investing and Financial Activities

     The  following  information  relates  to  the  Frame-n-Lens  and  New  West
     acquisitions in 1998 (See Note 8).

                                                                         1998
                                                                       --------

           Business acquisitions, net of cash acquired
              Fair value of assets acquired                           $  30,240
              Purchase price in excess of net assets acquired           104,813
              Liabilities assumed                                       (37,696)
                                                                      ---------
           Net cash paid for acquisitions                             $  97,357
                                                                      =========

    (iii) Supplemental Balance Sheet Information

     Significant  components of accrued  expenses and other current  liabilities
     may be summarized as follows:

                                                                 2000              1999
                                                              ---------          --------
                                                                           
           Accrued employee compensation and benefits         $   5,859         $   6,343
           Accrued rent expense                                   3,758             4,047
           Accrued acquisition expenses                             546             1,678
           Accrued capital expenditures                               -             1,345
           Customer deposit liability (See Note 2)                3,282                 -

     (iv) Supplemental Income Statement Information

     The components of interest expense, net, may be summarized as follows:

                                                                 2000            1999             1998
                                                              ---------        --------         --------

           Interest expense on debt and capital leases        $   6,902       $  18,306         $  5,721
           Purchase discounts on invoice payments                   (86)            (37)            (509)
           Finance fees                                             881           1,158              407
           Interest income                                            -             (73)             (86)
           Other                                                     26             (25)               5
                                                              ---------        --------         --------
                                                              $   7,723       $  19,329         $  5,538
                                                              =========       =========         ========

                                      F-29

17.  EQUITY TRANSACTIONS

     Employee Stock Option and Incentive Award Plan
     ----------------------------------------------

     In 1996, the Company  adopted the Restated Stock Option and Incentive Award
Plan (the "Plan")  pursuant to which  incentive stock options  qualifying  under
Section 422A of the Internal Revenue Code and nonqualified  stock options may be
granted to key  employees.  The Plan also  provides  for the  issuance  of other
equity  awards,  such as awards  of  restricted  stock.  The Plan  replaced  and
restated all the  Company's  prior  employee  stock option  plans.  The Plan was
amended in 1999 to increase the number of shares  under the Plan from  3,350,000
to 4,350,000.  The Plan is  administered  by the  Compensation  Committee of the
Company's Board of Directors.  The  Compensation  Committee has the authority to
determine the persons receiving  options,  option prices,  dates of  grants  and
vesting periods, although no option may have a term exceeding ten years. Options
granted prior to 1996 have a term of five years.

     Directors' Stock Option Plan
     ----------------------------

     In April 1997, the Company adopted the Restated Non-Employee Director Stock
Option Plan (the "Directors'  Plan"),  pursuant to which stock options for up to
500,000  shares of Common Stock may be granted to  non-employee  directors.  The
Directors' Plan replaced and restated the Company's prior non-employee  director
stock option plan. The Directors' Plan provides for automatic  grants of options
to purchase  7,500 shares of the  Company's  common  stock to each  non-employee
director serving on the date of each annual meeting of  shareholders,  beginning
with the 1997 annual  meeting.  No options were granted under this plan in 2000.
Of the  options  previously  granted,  50% of the shares  under each  option are
exercisable on the second  anniversary of the grant date, 75%in three years, and
100% in four years.  All option  grants are at exercise  prices no less than the
market value of a share of Common Stock on the date of grant and are exercisable
for a ten-year period.  Options granted under the predecessor  stock option plan
are exercisable for a five-year period. Options covering 69,375 shares under the
Directors' Plan were exercisable at December 30, 2000.

     All Stock Option Plans
     ----------------------

     In 2000 and 1999, all exercise prices represent the estimated fair value of
the Common Stock on the date of grant as  determined  by the Board of Directors.
Of the options  granted,  50% of the shares  under each  option are  exercisable
after two years from the grant date, 75% in three years, and 100% in four years.

     The  Committee  granted a stock option for 100,000  shares of the Company's
common stock to one executive officer which became fully vested in 2000.

                                      F-30

     Stock option  transactions  during the three years ended  December 30, 2000
were as follows:

                                                        2000               1999                1998
                                                      -------           ---------           ---------
                                                                                     
 Options outstanding beginning of year              2,615.421           2,582,380           2,294,203
 Options granted                                      431,200             928,060           1,171,750
 Options exercised                                      -                 (12,491)           (294,657)
 Options cancelled                                  (306,979)            (882,528)           (588,916)
                                                    ---------           ---------           ---------
 Options outstanding end of year                    2,739,642           2,615,421           2,582,380
                                                    =========           =========           =========
 Options exercisable end of year                    1,245,105             760,162             748,803
                                                    =========           =========           =========
 Weighted average option prices per share:
    Granted                                        $    1.989          $    4.893          $    5.030
    Exercised                                      $     -             $    4.500          $    4.989
    Cancelled                                      $    4.611          $    5.044          $    9.461
 Outstanding at year end                           $    4.409          $    4.832          $    4.881

 Options exercisable end of year                   $    4.570          $    4.369          $    4.973

     The Company  applies the  disclosure  provisions  of Statement of Financial
Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation".  The
Company will continue to account for stock option awards in accordance  with APB
Opinion No. 25. Had compensation  cost for the Plan been determined based on the
fair value at the grant date for awards in 2000,  1999 and 1998  consistent with
the  provisions  of SFAS No. 123,  the  Company's  net earnings and earnings per
share would have been reduced to the pro forma amounts indicated below: (amounts
in thousands except per share information)

                                         2000             1999            1998
                                       --------         --------        --------
 As reported:

   Net earnings / (loss)                $(139,880)      $(17,562)       $  3,414
                                       ==========       ========        ========

   Earnings / (loss) per share          $   (6.61)      $  (0.83)       $   0.16
                                       ==========       ========        ========
 Pro forma:

   Net earnings / (loss)                $(141,792)      $(19,266)       $  2,655
                                       ==========       ========        ========

   Earnings / (loss) per share          $   (6.70)      $  (0.91)       $   0.13
                                       ==========       ========        ========

     Basic and diluted earnings per share are the same for each year.

                                      F-31

     The fair value of each option grant is estimated on the date of grant using
the  Black-Scholes   option-pricing   model.  The  following   weighted  average
assumptions were used in the model:

                                        2000              1999             1998
                                      -------           -------          -------

 Dividend yield                        0.00%             0.00%            0.00%

 Expected volatility                    142%               88%              76%

 Risk free interest rates              5.1 %              5.1%             4.9%

 Expected lives (years)                5.0                4.7              4.9

     The  following  table  shows  the  options   outstanding  and  the  options
exercisable with pertinent data related to each:

                                          Options Outstanding                  Options Exercisable
- -------------------------------------------------------------------------------------------------------------
                                                      Weighted
                                                       Average        Weighted        Number        Weighted
                                       Number         Remaining        Average      Exercisable      Average
   Range of                          Outstanding      Contractual      Exercise        As of        Exercise
Exercise Prices                     as of 12/30/00       Life           Price         12/30/00        Price
- --------------------------------------------------------------------------------------------------------------

$1.42 - $4.25                          950,499         7.88            $2.640         393,975         $3.002
$4.50 - $5.32                        1,222,832         7.17            $5.159         582,699         $5.075
$5.33 - $7.88                          566,361         4.97            $5.758         268,431         $5.773
- ------------------------------------------------------------------------------------------------------------
$1.42 - $7.88                        2,739,642         6.96            $4.409       1,245,105         $4.570

     Restricted Stock Awards
     -----------------------

     Restricted stock grants,  with an outstanding  balance of 106,000 shares at
December 30,  2000,  were awarded to certain  officers and key  employees  which
require  five  years of  continuous  employment  from  the date of grant  before
vesting and receiving the shares without restriction. The number of shares to be
received without restriction is based on the Company's performance relative to a
peer group of  companies.  For awards made in 1998,  restricted  shares,  to the
extent  not  awarded  after  five  years,  vest  after ten years of  employment.
Unamortized  deferred  compensation expense with respect to the restricted stock
was  $302,000 at December 30, 2000 and January 1, 2000,  and is being  amortized
over the five-year  vesting period.  Deferred  compensation  expense  aggregated
$131,000  and $120,000 in 1999 and 1998,  respectively.  Due to the value of the
Company's  stock and the  uncertainties  surrounding  the  Chapter 11 Cases,  no
compensation  expense  was  recognized  in 2000.  There  were no new  grants  or
forfeitures of restricted  stock in 1999 or 2000. A summary of restricted  stock
granted during 1998 is as follows:

                                                             1998
                                                           -------
 Shares granted                                             67,000
 Shares forfeited                                           15,000
 Weighted-average fair value of
    stock granted during year                              $  5.34

                                      F-32

      Preferred Stock
     ---------------

     The Company is  authorized  to issue up to  5,000,000  shares of  preferred
stock, par value $1 per share, with such terms, characteristics and designations
as may be determined  by the Board of  Directors.  No such shares are issued and
outstanding.

     Shareholder Rights Plan
     -----------------------

     In  January  of  1997,  the  Company's   Board  of  Directors   approved  a
Shareholders  Rights Plan (the "Rights Plan").  The Rights Plan provides for the
distribution  of one Right for each  outstanding  share of the Company's  Common
Stock held of record as of the close of  business  on January  27,  1997 or that
thereafter becomes outstanding prior to the earlier of the final expiration date
of the Rights or the first date upon which the Rights become  exercisable.  Each
Right  entitles  the  registered  holder to  purchase  from the Company one one-
hundredth of a share of Series A Participating  Cumulative  Preferred Stock, par
value $0.01 per share, at a price of $40.00 (the "Purchase  Price"),  subject to
adjustment.  The  Rights are not  exercisable  until ten  calendar  days after a
person or group (an "Acquiring Person") buys or announces a tender offer for 15%
or more of the Company's  Common  Stock,  or if any person or group has acquired
such an interest, the acquisition by that person or group of an additional 2% of
the Company's  Common Stock.  In the event the Rights become  exercisable,  then
each Right will  entitle  the holder to receive  that number of shares of Common
Stock (or, under certain circumstances,  an economically  equivalent security or
securities  of the Company)  having a market value equal to the Purchase  Price.
If, after any person has become an Acquiring Person (other than through a tender
offer approved by qualifying members of the Board of Directors),  the Company is
involved in a merger or other business  combination where the Company is not the
surviving corporation, or the Company sells 50% or more of its assets, operating
income,  or cash flow, then each Right will entitle the holder to purchase,  for
the Purchase  Price,  that number of shares of common or other  capital stock of
the acquiring  entity which at the time of such  transaction have a market value
of twice the Purchase Price. The Rights will expire on January 26, 2007,  unless
extended,  unless  the Rights are  earlier  exchanged,  or unless the Rights are
earlier  redeemed by the Company in whole, but not in part, at a price of $0.001
per Right. In February 1998, the Company's Board of Directors amended the Rights
Plan  effective  March 1, 1998 to  provide  that  Rights  under this plan can be
redeemed  and  certain  amendments  to this plan can be  effected  only with the
approval of the  Continuing  Directors,  which are defined in the Rights Plan as
the current  directors and any future directors that are approved or recommended
by Continuing Directors.

     On April 22,  1999,  the Company  permitted  a group,  of which a director,
Campbell B. Lanier,  III, is a member, to acquire beneficial  ownership of up to
25% of the  Company's  common stock  without  triggering  the  provisions of the
Rights Plan. By an agreement  dated as of September 9, 1999, the Company further
permitted  the same  group to acquire up to 28% of the  Company's  common  stock
(inclusive of amounts previously  purchased by the group) without triggering the
provisions  of the Rights Plan.  The group agreed that, if it acquired more than
25% of the  outstanding  common stock of the Company,  the group would vote such
additional  shares in the same ratio as all other shares  voted by  shareholders
other than the members of the group and their affiliates.

     In 2000, the Company cancelled 10,000 shares of its Common Stock.

                                      F-33

18.  SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

     Selected quarterly data for the Company for the fiscal years ended December
30, 2000 and  January 1, 2000 is as follows: (amounts  in  thousands  except per
share information)

FISCAL 2000                                                           Quarter Ended
- -------------------------------------------------------------------------------------------------------------------
                                                                  April 1      July 1    September 30  December 30
                                                                 ---------    ---------  ------------  -----------
                                                                                            
Net sales                                                        $  83,180    $  78,783    $  75,578    $  70,153
Cost of goods sold                                                  36,745       36,287       36,338       34,088
                                                                 ---------    ---------    ---------    ---------
Gross profit                                                        46,435       42,496       39,240       36,065
Selling, general & administrative                                   45,759       42,424       41,646       36,535
Impairment on long-lived assets                                      2,684            0            0            0
Restructuring expense                                                1,601            0            0            0
                                                                 ---------    ---------    ---------    ---------
Operating income/(loss)                                             (3,609)          72       (2,406)        (470)
Interest expense                                                     5,330          917          721          755
                                                                 ---------    ---------    ---------    ---------
Earnings / (loss) before reorganization
   items and taxes                                                  (8,939)        (845)      (3,127)      (1,225)
Reorganization items                                                     0        4,379      114,521        2,639
                                                                 ---------    ---------    ---------    ---------
(Loss) before taxes, extraordinary loss
   and cumulative effect                                            (8,939)      (5,224)    (117,648)      (3,864)
Income tax expense                                                       0            0            0            0
                                                                 ---------    ---------    ---------    ---------
Earnings / (loss) before extraordinary
   loss and cumulative effect                                       (8,939)      (5,224)    (117,648)      (3,864)
Extraordinary loss, net                                                  0         (827)           0            0
Cumulative effect, net                                              (3,378)           0            0            0
                                                                 ---------    ---------    ---------    ---------
Net loss                                                         $ (12,317)   $  (6,051)   $(117,648)   $  (3,864)
                                                                 =========    =========    =========    =========

Basic earnings/(loss) per share:
  Earnings/(loss) before extraordinary
    item and cumulative effect                                   $   (0.42)   $   (0.25)   $   (5.56)   $   (0.18)
  Loss from extraordinary item                                        0.00        (0.04)        0.00         0.00
  Loss from cumulative effect                                         0.00         0.00         0.00        (0.16)
                                                                 ---------    ---------    ---------    ---------
  Net earnings/(loss) per basic share                            $   (0.42)   $   (0.29)   $   (5.56)   $   (0.34)
                                                                 =========    =========    =========    =========

Diluted earnings/(loss) per share:
  Earnings/(loss) before extraordinary
    item and cumulative effect                                   $   (0.42)   $   (0.25)   $   (5.56)   $   (0.18)
  Loss from extraordinary item                                        0.00        (0.04)        0.00         0.00
  Loss from cumulative effect                                         0.00         0.00         0.00        (0.16)
                                                                 ---------    ---------    ---------    ---------

  Net earnings/(loss) per diluted share                          $   (0.42)   $   (0.29)   $   (5.56)   $   (0.34)
                                                                 =========    =========    =========    =========

                                      F-34

 FISCAL 1999                                                          Quarter Ended
- -------------------------------------------------------------------------------------------------------------------
                                                   April 3             July 3         October 2        January 1
                                                ------------         ----------      -----------      -------------
                                                                                            
Net sales                                        $ 86,634          $   82,531        $  83,262          $  76,628
Cost of goods sold                                 37,088              36,745           37,474             36,461
                                                 --------            --------          --------          --------
Gross profit                                       49,546              45,786           45,788             40,167
Selling, general, and administrative expense       42,446              42,937           45,355             46,424
Impairment loss on long-lived assets                   --                  --               --              1,952
                                                 --------            --------          --------          --------
Operating income/(loss)                             7,100               2,849              433             (8,209)
Interest expense, net                               4,665               4,743            4,809              5,112
                                                 --------            --------          --------          --------
Income/(loss) before income taxes                   2,435              (1,894)          (4,376)           (13,321)
Provision/(benefit) for income taxes                  970                (584)          (1,396)             1,010
                                                 --------            --------          --------          --------
Income/(loss) before extraordinary item             1,465              (1,310)          (2,980)           (14,331)
Extraordinary item, net of tax                         --                  --               --               (406)
                                                 --------            --------          --------          --------
Net income/(loss)                                $  1,465            $ (1,310)         $(2,980)          $(14,737)
                                                 ========            ========          ========          ========
Basic earnings/(loss) per common share:
 Earnings/(loss) before extraordinary item       $   0.07            $  (0.06)         $ (0.14)          $  (0.68)
 Extraordinary loss                                    --                  --               --              (0.02)
                                                 --------            --------          --------          --------
Net income/(loss)                                $   0.07            $  (0.06)         $ (0.14)          $  (0.70)
                                                 ========            ========          ========          ========
Diluted earnings/(loss) per common share:
 Earnings/(loss) before extraordinary item       $   0.07            $  (0.06)         $ (0.14)          $  (0.68)
 Extraordinary loss                                    --                  --               --              (0.02)
                                                 --------            --------          --------          --------
Net income/(loss)                                $   0.07            $  (0.06)         $ (0.14)          $  (0.70)
                                                 ========            ========          ========          ========

                                      F-35

19.  REPORTABLE BUSINESS SEGMENTS

     The Company's  operating  business  segments provide quality retail optical
services  and  products  that  represent  high  value  and  satisfaction  to the
customer.  The separate  businesses  within the Company use the same  production
processes  for eyeglass  lens  manufacturing,  offer  products and services to a
broad  range of  customers  and  utilize the  Company's  central  administrative
offices to coordinate product purchases and distribution to retail locations.  A
field  organization  provides  management support to individual store locations.
The Mexico operation has a separate laboratory and distribution center in Mexico
and buys a majority of its products from local vendors. However, market demands,
customer requirements,  laboratory  manufacturing and distribution processes, as
well as product  offerings,  are  substantially  the same for the  domestic  and
Mexico  business.  Consequently,  the Company  considers its domestic and Mexico
businesses as one reportable segment under the definitions  required by SFAS No.
131 - "Disclosures about Segments of an Enterprise and Related Information."

     Information relative to sales and identifiable assets for the United States
and Mexico for the fiscal years ended  December  30,  2000,  January 1, 2000 and
January 2, 1999 are summarized in the following  tables  (amounts in thousands).
Identifiable  assets  include  all  assets  associated  with  operations  in the
indicated   reportable   segment   excluding   inter-company   receivables   and
investments.

                                    United States         Mexico           Other        Consolidated
                                    -------------         ------           -----        ------------
                                                                             
  2000

     Sales                            $  302,902         $  4,792          $   --        $  307,694
                                      ==========         ========          ======        ==========
     Identifiable Assets              $   88,666         $  2,222          $   --        $   90,888
                                      ==========         ========          ======        ==========

  1999

     Sales                            $  325,101         $  3,954          $   --        $  329,055
                                      ==========         ========          ======        ==========
     Identifiable Assets              $  217,690         $  2,328          $  201        $  220,219
                                      ==========         ========          ======        ==========

 1998

     Sales                            $  241,705         $  3,429          $  197        $  245,331
                                      ==========         ========          ======        ==========
     Identifiable Assets              $  226,323         $  2,147          $  627        $  229,097
                                      ==========         ========          ======        ==========

                                      F-36

                                                     SCHEDULE II

                                        VISTA EYECARE, INC. AND SUBSIDIARIES
                                               (DEBTORS-IN-POSSESSION)
                                          VALUATION AND QUALIFYING ACCOUNTS
                               December 30, 2000, January 1, 2000 and January 2, 1999
                                                   (In thousands)

                                                          Additions
                                            -------------------------------------
                            Balance at          Charged to         Charged to                          Balance at
     Description        Beginning of Period  Cash and Expenses    Other Accounts      Deductions      End of Period
 --------------------   -------------------  -----------------    ---------------     ----------      -------------
                                                                                        
  Year ended
  January 2, 1999
     Allowance for
     Uncollectible
     Accounts Receivable     $   762               $  900             $   726           $   872         $ 1,516

 Year ended
  January 1, 2000
     Allowance for
     Uncollectible
     Accounts Receivable     $ 1,516              $ 3,384             $   885           $ 1,382         $ 4,403

  Year ended
  December 30, 2000
     Allowance for
     Uncollectible
     Accounts Receivable     $ 4,403              $ 2,503             $ 1,373           $ 2,535         $ 5,744

     Provision for
       reorganization
       and restructuring
       items                 $   --               $ 8,505             $   --            $ 3,778         $ 4,727

                                      F-37

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                         By:  /s/ James W. Krause
                                         --------------------------------------
                                         James W. Krause
                                         Chairman of the Board & Chief Executive
                                         Officer and Director
Date: April 9, 2000

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant on April 9, 2000, in the capacities indicated.

  Signature                             Title

  /s/ James W. Krause
- -----------------------------
  James W. Krause                       Chairman of the Board and
                                        Chief Executive Officer and Director

  /s/ Angus C. Morrison
- -----------------------------
  Angus C. Morrison                     Senior Vice President, Chief Financial
                                        Officer
                                        (Principal Financial Officer)
  /s/ Timothy W. Ranney
- -----------------------------
  Timothy W. Ranney                     Vice President, Corporate Controller
                                        (Principal Accounting Officer)

  /s/ Peter T. Socha
- -----------------------------
  Peter T. Socha                        Senior Vice President,
                                        Strategic Planning and Managed Care,
                                        Director

  /s/ Ronald J. Green
- -----------------------------
  Ronald J. Green                       Director

   /s/ James E. Kanaley
- -----------------------------
  James E. Kanaley                      Director

                                  EXHIBIT INDEX
                                  -------------

23        Arthur Andersen LLP Consent.

Exhibit 99.1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

                                    ---------

                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                Check if an Application to Determine Eligibility
                   of a Trustee Pursuant to Section 305(b)(2)

                       STATE STREET BANK AND TRUST COMPANY
               (Exact name of trustee as specified in its charter)

              Massachusetts                                    04-1867445
    (Jurisdiction of incorporation or                       (I.R.S. Employer
organization if not a U.S. national bank)                 Identification No.)

                225 Franklin Street, Boston, Massachusetts 02110
               (Address of principal executive offices) (Zip Code)

   Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
                225 Franklin Street, Boston, Massachusetts 02110
                                 (617) 654-3253
            (Name, address and telephone number of agent for service)

                              National Vision, Inc.
               (Exact name of obligor as specified in its charter)

              Georgia                                          58-1910859
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                         Identification No.)

                               296 Grayson Highway
                             Lawrenceville, GA 30045
               (Address of principal executive offices) (Zip Code)

                        12% Senior Secured Notes due 2009
                         (Title of indenture securities)

                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

          (a)  Name and address of each  examining or  supervisory  authority to
               which it is subject.

                    Department of Banking and Insurance of The  Commonwealth  of
                    Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

                    Board  of   Governors   of  the  Federal   Reserve   System,
                    Washington,  D.C.,  Federal Deposit  Insurance  Corporation,
                    Washington, D.C.

          (b)  Whether it is  authorized  to exercise  corporate  trust  powers.
               Trustee is authorized to exercise corporate trust powers.

Item 2.  Affiliations with Obligor.

          If the Obligor is an  affiliate  of the  trustee,  describe  each such
          affiliation.

               The obligor is not an  affiliate of the trustee or of its parent,
               State Street Corporation.

               (See note on page 2.)

Item 3. through Item 15.   Not applicable.

Item 16. List of Exhibits.

          List  below  all  exhibits   filed  as  part  of  this   statement  of
          eligibility.

          1.   A copy of the  articles of  association  of the trustee as now in
               effect.

                    A copy of the Articles of Association of the trustee, as now
                    in  effect,  is on file  with the  Securities  and  Exchange
                    Commission  as Exhibit 1 to Amendment No. 1 to the Statement
                    of Eligibility and Qualification of Trustee (Form T-1) filed
                    with the  Registration  Statement of Morse Shoe,  Inc. (File
                    No.  22-17940)  and  is  incorporated  herein  by  reference
                    thereto.

          2.   A copy of the certificate of authority of the trustee to commence
               business, if not contained in the articles of association.

                    A copy of a  Statement  from  the  Commissioner  of Banks of
                    Massachusetts  that  no  certificate  of  authority  for the
                    trustee to commence  business was  necessary or issued is on
                    file with the Securities and Exchange  Commission as Exhibit
                    2 to Amendment  No. 1 to the  Statement of  Eligibility  and
                    Qualification   of   Trustee   (Form  T-1)  filed  with  the
                    Registration   Statement  of  Morse  Shoe,  Inc.  (File  No.
                    22-17940) and is incorporated herein by reference thereto.

          3.   A copy of the authorization of the trustee to exercise  corporate
               trust  powers,  if such  authorization  is not  contained  in the
               documents specified in paragraph (1) or (2), above.

                    A copy  of the  authorization  of the  trustee  to  exercise
                    corporate  trust powers is on file with the  Securities  and
                    Exchange  Commission  as Exhibit 3 to Amendment No. 1 to the
                    Statement of Eligibility and  Qualification of Trustee (Form
                    T-1) filed with the  Registration  Statement  of Morse Shoe,
                    Inc.  (File  No.  22-17940)  and is  incorporated  herein by
                    reference thereto.

          4.   A copy of the  existing  by-laws of the trustee,  or  instruments
               corresponding thereto.

                    A copy of the by-laws of the trustee,  as now in effect,  is
                    on file  with the  Securities  and  Exchange  Commission  as
                    Exhibit 4 to the Statement of Eligibility and  Qualification
                    of Trustee (Form T-1) filed with the Registration  Statement
                    of  Eastern  Edison  Company  (File  No.  33-37823)  and  is
                    incorporated herein by reference thereto.

                                        1

          5.   A copy of each indenture referred to in Item 4. if the obligor is
               in default.

                    Not applicable.

          6.   The consents of United States institutional  trustees required by
               Section 321(b) of the Act.

                    The consent of the trustee required by Section 321(b) of the
                    Act is annexed hereto as Exhibit 6 and made a part hereof.

          7.   A copy of the latest report of condition of the trustee published
               pursuant  to law  or  the  requirements  of  its  supervising  or
               examining authority.

                    A copy of the  latest  report of  condition  of the  trustee
                    published  pursuant  to  law  or  the  requirements  of  its
                    supervising  or  examining  authority  is annexed  hereto as
                    Exhibit 7 and made a part hereof.

                                      NOTES

     In answering  any item of this  Statement of  Eligibility  which relates to
matters  peculiarly  within the knowledge of the obligor or any  underwriter for
the  obligor,  the trustee has relied upon  information  furnished  to it by the
obligor and the underwriters,  and the trustee disclaims  responsibility for the
accuracy or completeness of such information.

     The answer  furnished  to Item 2. of this  statement  will be  amended,  if
necessary,  to reflect any facts which  differ from those stated and which would
have been required to be stated if known at the date hereof.

                                    SIGNATURE

     Pursuant  to the  requirements  of the  Trust  Indenture  Act of  1939,  as
amended,  the  trustee,  State  Street  Bank and Trust  Company,  a  corporation
organized and existing under the laws of The Commonwealth of Massachusetts,  has
duly  caused this  statement  of  eligibility  to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  all in the  City of  Boston  and The
Commonwealth of Massachusetts, on the 22nd day of May 2001.

                                           STATE STREET BANK AND TRUST COMPANY

                                           By:  /s/ Kathy A. Larimore
                                              --------------------------------
                                           NAME   Kathy A. Larimore
                                           TITLE  Vice President

                                        2

                                    EXHIBIT 6

                             CONSENT OF THE TRUSTEE

     Pursuant to the  requirements  of Section 321(b) of the Trust Indenture Act
of 1939,  as  amended,  in  connection  with the  proposed  issuance by National
Vision,  Inc. of its 12% Senior  Secured Notes due 2009, we hereby  consent that
reports of examination by Federal,  State,  Territorial or District  authorities
may be furnished by such  authorities to the Securities and Exchange  Commission
upon request therefor.

                                             STATE STREET BANK AND TRUST COMPANY

                                             By:  /s/ Kathy A. Larimore
                                                 -------------------------------
                                             NAME    Kathy A. Larimore
                                             TITLE   Vice President

Dated:  May 22, 2001

                                    EXHIBIT 7

Consolidated  Report  of  Condition  of State  Street  Bank and  Trust  Company,
Massachusetts and foreign and domestic subsidiaries, a state banking institution
organized and operating under the banking laws of this commonwealth and a member
of the  Federal  Reserve  System,  at the close of  business  December  31, 2000
published  in  accordance  with a call made by the Federal  Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act and in accordance
with a call made by the  Commissioner of Banks under General Laws,  Chapter 172,
Section 22(a).

                                                                                                  Thousands of
ASSETS                                                                                               Dollars
                                                                                                
Cash and balances due from depository institutions:
         Noninterest-bearing balances and currency and coin ....................................... 1,347,968
         Interest-bearing balances ................................................................21,288,864
Securities
 ...................................................................................................13,723,461
Federal funds sold and securities purchased
         under agreements to resell in domestic offices
         of the bank and its Edge subsidiary ......................................................16,900,197
Loans and lease financing receivables:
         Loans and leases, net of unearned income ............  6,174,061
         Allowance for loan and lease losses .................     57,068
         Allocated transfer risk reserve......................          0
         Loans and leases, net of unearned income and allowances ....................................6,116,993
Assets held in trading accounts .....................................................................2,752,899
Premises and fixed assets ...........................................................................  494,719
Other real estate owned .............................................................................        0
Investments in unconsolidated subsidiaries ..........................................................   22,982
Customers' liability to this bank on acceptances outstanding ........................................  176,110
Intangible assets ...................................................................................  268,301
Other assets.........................................................................................1,551,417
                                                                                                    ----------
Total assets........................................................................................64,643,911
                                                                                                   ===========

LIABILITIES

Deposits:
         In domestic offices .......................................................................12,016,147
                  Noninterest-bearing .......................   9,775,257
                  Interest-bearing ..........................   2,240,890
         In foreign offices and Edge subsidiary ....................................................26,349,940
                  Noninterest-bearing .......................     263,170
                  Interest-bearing ..........................  26,086,770
Federal funds purchased and securities sold under
         agreements to repurchase in domestic offices of
         the bank and of its Edge subsidiary .......................................................18,554,650
Demand notes issued to the U.S. Treasury............................................................   160,411
                 Trading liabilities................................................................ 2,097,229
Other borrowed money ...............................................................................     2,274
Subordinated notes and debentures ..................................................................         0
Bank's liability on acceptances executed and outstanding ...........................................   176,110

Other liabilities................................................................................... 1,704,145

Total liabilities.................................................................................. 61,060,906
                                                                                                    ----------

EQUITY CAPITAL

Perpetual preferred  stock  and  related surplus...................................................           0

Common stock ......................................................................................      29,931
Surplus............................................................................................     561,973
Undivided profits and capital reserves/Net unrealized holding gains (losses).......................   2,990,125
                 Net unrealized holding gains (losses) on available-for-sale securities............      19,231
Cumulative foreign currency translation adjustments................................................     (18,255)
Total equity capital...............................................................................   3,583,005
                                                                                                      ---------

Total liabilities and equity capital...............................................................  64,643,911
                                                                                                     ==========

                                        4

I, Frederick P. Baughman, Senior Vice President and Comptroller of the above
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

                                          Frederick P. Baughman

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                                          Ronald E. Logue
                                          David A. Spina
                                          Truman S. Casner

                                        5

          5.   A copy of each indenture referred to in Item 4. if the obligor is
               in default.

                    Not applicable.

          6.   The consents of United States institutional  trustees required by
               Section 321(b) of the Act.

     The consent of the trustee required by Section 321(b) of the Act is annexed
hereto as Exhibit 6 and made a part hereof.

          7.   A copy of the latest report of condition of the trustee published
               pursuant  to law  or  the  requirements  of  its  supervising  or
               examining authority.

     A copy of the latest report of condition of the trustee published  pursuant
to law or the requirements of its supervising or examining  authority is annexed
hereto as Exhibit 7 and made a part hereof.

                                      NOTES

     In answering  any item of this  Statement of  Eligibility  which relates to
matters peculiarly within the knowledge of the obligor or any underwriter of the
obligor,  the  trustee has relied upon the  information  furnished  to it by the
obligor and the underwriters,  and the trustee disclaims  responsibility for the
accuracy or completeness of such information.

     The answer to Item 2. of this statement will be amended,  if necessary,  to
reflect  any facts  which  differ  from those  stated and which  would have been
required to be stated if known at the date hereof.

                                    SIGNATURE

     Pursuant  to the  requirements  of the  Trust  Indenture  Act of  1939,  as
amended,  the trustee,  State Street Bank and Trust Company,  a corporation duly
organized and existing under the laws of The Commonwealth of Massachusetts,  has
duly  caused this  statement  of  eligibility  to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  all in the  City of  Boston  and The
Commonwealth of Massachusetts, on the 22nd day of May 2001.

                                         STATE STREET BANK AND TRUST COMPANY

                                         By: /s/Kathy A. Larimore
                                             ---------------------------------
                                         NAME    Kathy A. Larimore
                                         TITLE   Vice President

                                    EXHIBIT 6

                             CONSENT OF THE TRUSTEE

     Pursuant to the  requirements  of Section 321(b) of the Trust Indenture Act
of 1939,  as  amended,  in  connection  with the  proposed  issuance by National
Vision,  Inc. of its 12% Senior  Secured Notes due 2009, we hereby  consent that
reports of examination by Federal,  State,  Territorial or District  authorities
may be furnished by such  authorities to the Securities and Exchange  Commission
upon request therefor.

                                         STATE STREET BANK AND TRUST COMPANY

                                         By: /s/Kathy A. Larimore
                                             ---------------------------------
                                         NAME    Kathy A. Larimore
                                         TITLE   Vice President
Dated:    May 22, 2001

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