TLC LASER CENTER INC, S-8, 1998-09-03

TLC LASER CENTER INC
S-8, 1998-09-03
SPECIALTY OUTPATIENT FACILITIES, NEC

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TLC THE LASER CENTER INC.
-------------------------
(Exact name of registrant as specified in its charter)

Ontario, Canada 980151150
(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

5600 Explorer Drive, Suite 301
Mississauga, Ontario L4W 4Y2
(905) 602-2020
(Address and Telephone Number of Principal Executive Offices,
Including Zip Code)

20/20 LASER CENTERS, INC. 1995 STOCK OPTION PLAN
INDIVIDUAL STOCK OPTION AGREEMENTS
(Full Title of the Plan)

Elizabeth A. Karmin, Esq.
6701 Democracy Blvd., Suite 200
Bethesda, MD 20817
(Name and address of Agent for Service)

301-571-2020
(Telephone Number, Including Area Code, of Agent for Service)

Calculation of Registration Fee

<TABLE>
<CAPTION>
==================================================================================================
Proposed maximum Proposed maximum Amount of
Title of Securities Amount to offering price per aggregate offering registration
to be registered to be registered share (1) price (1) fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 510,000 $0.03 $ 15,300
no par value 68,372 $4.45 $304,255
6,296 $5.33 $ 33,558
--------
$353,113 $104.17
==================================================================================================
</TABLE>

(1) Pursuant to Rule 457(h)(1), based upon the exercise price of
outstanding options.
<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

* Information required by Part I to be contained in a Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:

1. The Registrant's Form 10-K for the fiscal year ended May 31, 1998.

2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year ended May 31, 1998 and prior to the
date of the filing of this Registration Statement on Form S-8.

3. Registrant's Form 8-A Registration Statement filed pursuant to
Section 12 of the Exchange Act, containing a description of the
Registrant's common shares ("Shares"), including any amendment or
report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel

None.

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<PAGE>

Item 6. Indemnification of Directors and Officers

Under the Business Corporations Act (Ontario), the Registrant may
indemnify a present or former director or officer or a person who acts or acted
at the Registrant's request as a director or officer of another corporation of
which such Registrant is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of his position with the Registrant or such
other corporation, as the case may be, provided that such person acted honestly
and in good faith with a view to the best interests of the Registrant and, in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, such person had reasonable grounds for believing that his
conduct was lawful. Such indemnification may be made in connection with an
action by or on behalf of the Registrant or such other corporation, as the case
may be, only with court approval. A director or officer referred to above is
entitled to indemnification from the Registrant as a matter of right if he was
substantially successful on the merits and fulfilled the conditions set forth
above.

In accordance with the Business Corporations Act (Ontario), the By-laws of
the Registrant indemnify a director or officer, a former director or officer, a
person who acts or acted at the Registrant's request as a director or officer of
a corporation of which the Registrant is or was a shareholder or creditor, or
such person's heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by such person in respect of any civil, criminal or
administrative action or proceeding to which such person is made a party by
reason of being or having been a director or officer of the Registrant or such
other corporation if such person acted honestly and in good faith with a view to
the best interests of the Registrant, and, in the case of a criminal or
administrative action or proceeding that is enforced by monetary penalty, such
person had reasonable grounds for believing that such person's conduct was
lawful.

A policy of directors' and officers' liability insurance is maintained by
the Company which insures, subject to certain exclusions, directors and officers
of the Registrant for damages, judgments, settlements and defense costs as a
result of claims based upon their acts or omissions in their capacities as
directors and officers of the Registrant, and also reimburses the Registrant for
payments made pursuant to the indemnity provisions under the Business
Corporations Act (Ontario), the Registrant's Articles or By-laws or the common
law.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

See Exhibit Index on page 8.

Item 9. Undertakings

(a) The Registrant hereby undertakes:

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<PAGE>

(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registrant Statement;

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;

provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished
to the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

(b) The Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant, unless in the opinion of its counsel the matter has
been settled by controlling precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mississauga, Province of Ontario, Canada, on the
3rd day of September, 1998.

TLC THE LASER CENTER INC.

By: /s/ Elias Vamvakas
--------------------------------
Elias Vamvakas
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of Elias Vamvakas and Peter Kastelic, or any
of them, each acting alone, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him, and in his name, place
and stead, in any and all capacities, to sign this Registration Statement on
Form S-8 in the name and on behalf of the Registrant or on behalf of the
undersigned as a director or officer of the Registrant, and any and all stickers
and amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Commission and any applicable securities exchange
or securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done to comply with the
provisions of the Securities Act and all requirements of the Commission, hereby
ratifying and confirming all that said attorney-in-fact or any of them, or their
or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated:

Signatures Title Date
- ---------- ----- ----

/s/ Elias Vamvakas Chairman of the Board, September 3, 1998
- ------------------------------ President and Chief
Elias Vamvakas Executive Officer

/s/ Peter Kastelic Chief Financial Officer and August 27, 1998
- ------------------------------ Treasurer (Principal
Peter Kastelic Financial and Accounting
Officer)

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<PAGE>

Director
- ------------------------------
Jeffery J. Machat

/s/ James R. Connacher Director September 3, 1998
- ------------------------------
James R. Connacher

/s/ John F. Riegert Director August 31, 1998
- ------------------------------
John F. Riegert

/s/ Howard J. Gourwitz Director September 1, 1998
- ------------------------------
Howard J. Gourwitz

Director
- ------------------------------
Warren S. Rustand

/s/ William David Sullins, Jr. Director August 31, 1998
- ------------------------------
William David Sullins Jr.

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<PAGE>

EXHIBIT INDEX

4. Instruments defining the rights of security holders

(a) 20/20 Laser Centers, Inc. 1995 Stock Option Plan

(b) Stock Exchange Agreement Between the Company and Elizabeth A. Karmin
dated February 10, 1997

(d) Stock Option Agreement Between 20/20 Laser Centers, Inc. and Mark
Speaker, M.D. dated September 19, 1996

(e) Stock Exchange Agreement Between the Company and Mark Speaker, M.D.
dated February 10, 1997

(f) Stock Option Agreement Between 20/20 Laser Centers, Inc. and Eric
Donnenfeld, M.D. dated September 19, 1996

(g) Stock Exchange Agreement Between the Company and Eric Donnenfeld,
M.D. dated February 10, 1997

(h) Stock Option Agreement Between 20/20 Laser Centers, Inc. and J.
James Thimons, O.D. dated September 19, 1996

(i) Stock Exchange Agreement Between the Company and J. James Thimons,
O.D. dated February 10, 1997

5. Opinion of Counsel

re: validity of securities registered

6. Consents of experts and counsel

(a) Consent of Ernst and Young, Chartered Accountants Certified Public
Accountants

(b) Consent of Counsel included in Exhibit 5

24. Power of Attorney: included on signature page.

-7-

Adopted August 30, 1995
As Amended September 21,
1995 and July 18, 1996 and
February 6, 1997

20/20 LASER CENTERS, INC.

1995 STOCK OPTION PLAN
<PAGE>

20/20 LASER CENTERS, INC.
1995 STOCK OPTION PLAN

1. Purpose of the Plan.

The purpose of the 1995 Stock Option Plan (the "Plan") of 20/20 Laser
Centers, Inc. (the "Corporation") is to give the Corporation a significant
advantage in attracting, retaining and motivating key employees, directors
and advisers and to provide the Corporation, and its Subsidiaries and
Unincorporated Affiliates with the ability to provide incentives more
directly linked to the profitability of the Corporation's businesses and
increases in stockholder value.

2. Definitions.

A. "Adviser" means any special adviser to the Corporation who is
designated as such by the Board for purposes of this Plan.

B. "Board" means the Board of Directors of the Corporation.

C. "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

D. "Committee" means the committee provided for in Section 4 to
administer the Plan.

E. "Common Stock" means the common shares, $0.01 par value per share,
of the Corporation.

F. "Corporation" means 20/20 Laser Centers, Inc., a Maryland
corporation.

G. "Date of Grant" means the date on which an Option granted.

H. "Director" means a member of the Corporation's Board of Directors.

I. "Fair Market Value" shall mean, with respect to a share of Common
Stock, the current price per share of Common Stock as determined by
the Board of Directors in good faith on a fully diluted basis. With
respect to the determination of the price per share of Common Stock,
if the Common Stock is currently being offered for sale to
investors, the Board shall take into account the current per share
price offered to investors, as adjusted

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<PAGE>

for any premiums paid or discounts received by an investor
attributable to the investor's acquisition of a block of Common
Stock or other securities of the Corporation or any other
consideration to be paid or received by the Corporation in
connection with such stock offering. "Fully diluted" as used herein
shall mean the total number of shares of Common Stock outstanding
and shall treat all shares subject to outstanding warrant or option
agreements and all shares of restricted stock as outstanding and all
securities convertible into Common Stock as if fully converted.
Notwithstanding the above provision, if the Common Stock is traded
on a national market or on an established stock exchange as of the
date of determination, the Fair Market Value shall be the closing
price of the Common Stock on such market or exchange, as applicable.

J. "Incentive Stock Option" means an Option qualifying for special tax
treatment under Section 422 of the Code.

K. "Key Employee" means any employee, including employees who are also
officers or directors, but not including directors who are not also
employees, of the Corporation, a Parent Corporation, Subsidiary
Corporation or Unincorporated Affiliate who have substantial
responsibility in the direction and management of the Corporation, a
Parent Corporation, Subsidiary Corporation or Unincorporated
Affiliate as determined by the Committee.

L. "Non-employee Director" means a Director who is neither an officer
nor an employee of the Corporation, Parent Corporation or any
Subsidiary Corporation.

M. "Nonqualified Stock Option" means an Option that is not an Incentive
Stock Option.

N. "Option" means an Incentive Stock Option or a Nonqualified Stock
Option granted under this Plan.

O. "Parent Corporation" has the same meaning used in Section 424(e) of
the Code.

P. "Plan" means the 20/20 Laser Centers, Inc. 1995 Stock Option Plan as
set forth herein, which may be amended from time to time.

Q. "Subsidiary" or "Subsidiary Corporation" has the same meaning used
in Section 424(f) of the Code.

R. "Unincorporated Affiliate" means any entity that would qualify as a
Subsidiary Corporation but for the fact that the entity is not
incorporated.

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<PAGE>

S. In addition, certain other terms used herein have definitions given
to them in the first place in which they are used.

3. Shares of Common Stock Subject to the Plan.

A. Subject to the provisions of Section 9 of the Plan, the aggregate
number of authorized but unissued shares of Common Stock that may be
issued pursuant to Options granted under the Plan will not exceed
one million (1,000,000) shares. Shares that by reason of expiration
or cancellation of an Option or that are otherwise no longer subject
to purchase pursuant to an Option granted under the Plan may again
be available for issuance pursuant to Options under the Plan.

B. Upon the exercise of an Option, the Corporation may issue new shares
or reissue shares of Common Stock previously repurchased by or on
behalf of the Corporation.

4. Administration of the Plan.

The Plan will be administered by the Committee. The Board shall be the
Committee unless the Board appoints a committee of three (3) or more Directors
to serve as such. Grants of Nonqualified Stock Options and Incentive Stock
Options to Key Employees will be made in the discretion of the Committee. All
questions of interpretation of the Plan or of any Options granted under it will
be determined by the Committee and such determination will be final and binding
upon all persons having an interest in the Plan.

Any or all powers and discretion vested in the Board under this Plan may
be exercised by the Committee or any other subcommittee so authorized by the
Board.

Among other things, the Committee shall have the authority, subject to the
terms of the Plan:

A. to select the eligible Key Employees to whom awards may from time to
time be granted;

B. to determine whether and to what extent Incentive Stock Options and
Nonqualified Stock Options or any combination thereof are to be
granted hereunder;

C. to determine the number of shares of Common Stock to be covered by
each award granted hereunder;

D. to determine the terms and conditions of any award granted hereunder
(including, but not limited to, subject to Section 6, the option
price, any

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<PAGE>

vesting restrictions or limitations and any vesting acceleration or
forfeiture waiver regarding any award and the shares of Common Stock
relating thereto, based on such factors as the Committee shall
determine); and

E. to modify, amend or adjust the terms and conditions of any Option,
at any time or from time to time, including, but not limited to,
with respect to performance goals and measurements applicable to
performance-based awards pursuant to the terms of the Plan.

The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreement relating thereto),
and to otherwise supervise the administration of the Plan.

The Committee and the Board may act with respect to the Plan only by a
majority of the respective members then in office, except that the members
thereof may authorize any one or more of their number or any officer of the
Corporation to execute and deliver documents with respect to the Plan on behalf
of the Committee or the Board, respectively.

Any determination made by the Committee, the Board or pursuant to
delegated authority under the Plan with respect to any award shall be made in
the sole discretion of that body at the time of the grant of the award or,
unless in contravention of any express term of the Plan, at any time thereafter.

All decisions made by the Committee or the Board pursuant to the
provisions of the Plan shall be final and binding on all persons, including the
Corporation and Plan participants.

5. Eligibility.

Advisers, Directors and Key Employees of the Corporation, the Parent
Company, a Subsidiary Corporation or an Unincorporated Affiliate will be
eligible to participate in the Plan. Advisers and Non-employee Directors of the
Corporation, a Parent Corporation and any Subsidiary Corporations and Key
Employees of Unincorporated Affiliates will be eligible to receive only
Nonqualified Stock Options under the Plan. Notwithstanding the foregoing, in no
event will any options be granted under this Plan to Gary Jonas, Norman
Understein, Charles Citrin, Stephen Goldstein, or any affiliates of any of the
foregoing.

-5-
<PAGE>

6. Terms and Conditions of Options.

Options granted under the Plan may be of two types: Incentive Stock
Options and Nonqualified Stock Options.

Each Option granted under this Plan will be evidenced by an Option
agreement between the Corporation and the recipient which sets forth the
exercise price of the Option, the vesting schedule (if any) of the Option, the
expiration date of the Option, and any other terms or conditions approved by the
Committee subject to the following terms and conditions:

7. Types of Options.

(1) Nonqualified Stock Option. A Nonqualified Stock Option may be
granted to an Adviser, a Non-employee Director and a Key
Employee in the discretion of the Committee. The option
exercise price per share for the shares subject to a
Nonqualified Stock Option shall be determined by the
Committee. The option price of a Nonqualified Stock Option may
be less than 100% of the Fair Market Value of the Common Stock
on the Date of Grant but may not be less than the par value of
the Common Stock.

(2) Incentive Stock Option. An Incentive Stock Option intended to
qualify for special tax treatment under Section 422 of the
Code may be granted to a Key Employee of the Corporation, a
Parent Corporation or a Subsidiary Corporation in the
discretion of the Committee. A Key Employee of an
Unincorporated Affiliate is not eligible to receive an
Incentive Stock Option.

a) No Incentive Stock Option may be granted more than ten
(10) years after the earlier of the date the Plan was
adopted or the date the Plan was approved by the
shareholders pursuant to Section 14 of the Plan.

b) The option exercise price per share for the shares
covered by a Incentive Stock Option granted to an
individual who on the Date of Grant owns (or who is
deemed to own under Section 424(d) of the Code) more
than ten percent (10%) of the total combined voting
power of all classes of stock of the Corporation (or of
a Parent Corporation or a Subsidiary Corporation) will
not be less than 110% of the Fair Market Value of the
Common Stock on the Date of Grant. The option exercise
price per share for the shares covered by a Incentive
Stock Option granted to an individual who on the Date of
Grant owns ten percent (10%) or less of the total

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<PAGE>

combined voting power of all classes of stock of the
Corporation will not be less than 100% of the Fair
Market Value of the Common Stock on the Date of Grant.

c) To the extent that the aggregate Fair Market Value of
the Common Stock with respect to which Incentive Stock
Options granted to any person are exercisable for the
first time during any calendar year (under all stock
option plans of the Corporation, its parent and
subsidiaries) exceeds $100,000, the Options are not
Incentive Stock Options. For purposes of this paragraph,
the Fair Market Value of the Common Stock will be
determined as of the time the Option with respect to the
Common Stock is granted. This paragraph will be applied
by taking Options into account in the order in which
they are granted.

d) Each Incentive Stock Option granted under the Plan may
be exercised only in accordance with the schedule set
forth in the option agreement.

B. Term of Options. Notwithstanding any other provisions of the Plan or
any Option agreement, no Option will be exercisable after the
expiration of ten (10) years from the Date of Grant. Furthermore, no
Incentive Stock Option granted to an individual who on the Date of
Grant owns (or who is deemed to own under Section 424(d) of the
Code) more than ten percent (10%) of the total combined voting power
of all classes of stock of the Corporation (or of a Parent
Corporation or a Subsidiary Corporation) will be exercisable after
the expiration of five (5) years from the Date of Grant.

C. Vesting of Options. An Option will be exercisable only to the extent
that it is vested on the date of exercise. Vesting of an Option will
cease on the date that an optionee is no longer an employee of, or
no longer provides services to, the Corporation, a Parent
Corporation, Subsidiary Corporation or an Unincorporated Affiliate.
An Option will be exercisable only to the extent it is vested on the
date of the optionee's termination. The Committee retains the right
to accelerate the vesting of any Option in its sole discretion.

D. Termination of Employment. If an optionee terminates employment or
service for any reason other than death or full disability for six
months, the optionee shall be entitled to exercise the Option to the
extent vested as of the optionee's termination date until the date
that is thirty (30) calendar days after the optionee's termination
of employment. If an optionee terminates employment or service
because of death or full disability for six months, the optionee's
heirs, legatees or legal representative may

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<PAGE>

exercise any portion of the Option to the extent vested as of the
date of the optionee's death within one (1) year of the date of the
Optionee's death. Any outstanding vested but unexercised Option
shall terminate on the date after the end of the thirty-day or
one-year period, as appropriate, following the optionee's
termination of employment. Furthermore, no Option will be
exercisable after the expiration date stated in the stock option
agreement executed by the Corporation and the Optionee. Each Option
will be subject to termination before its date of expiration as
hereinafter provided. The Committee retains the right to extend the
expiration date of any Option following a termination of employment.

E. Exercise. Options may be exercised only by written notice to the
Corporation at its head office accompanied by payment of the full
consideration for the shares as to which they are exercised. Payment
of the exercise price may be in cash or, in the sole discretion of
the Committee, (1) by exchange of Common Stock of the Corporation,
or (2) partly in cash and partly by exchange of such Common Stock.
The value of exchanged Common Stock will be the Fair Market Value on
the date of exercise.

F. Nontransferability. No Option granted under the Plan, contingent or
otherwise, will be transferable, assignable or subject to any
encumbrance, pledge, or charge of any nature, except by will or the
laws of descent and distribution. During the lifetime of an
optionee, an Option will be exercisable only by the optionee or by
the optionee's legal representative. The executor or administrator
of the estate of the optionee may transfer any rights with respect
to such Option to the person or persons or entity (including a
trust) entitled thereto under the will of the optionee or under the
laws of intestacy.

8. Stock Legend.

The Corporation may require that certificates evidencing shares of Common
Stock purchased upon the exercise of Incentive Stock Options issued under the
Plan be endorsed with a legend in substantially the following form:

The shares evidenced by this certificate may not be sold or
transferred prior to ______, 19__, in the absence of a written
statement from 20/20 Laser Centers, Inc. (the "Corporation") to the
effect that the Corporation is aware of the fact of such sale or
transfer.

The blank contained in such legend shall be filled in with the date that
is the later of: (A) one year and one day after the date of exercise of such
Incentive Stock Option or (B) two years and one day after the date of grant of
such Incentive Stock Option. Upon delivery to the Corporation, at its principal
executive office, of a written

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<PAGE>

statement to the effect that such shares have been sold or transferred prior to
such date, the Corporation does hereby agree to deliver promptly to the transfer
agent for such shares, if a transfer agent is required for the transaction, a
written statement to the effect that the Corporation is aware of the fact of
such sale or transfer. The Corporation may also require the inclusion of any
additional legend which may be necessary or appropriate.

9. Termination and Amendment of the Plan and Options.

The Board may terminate the Plan at any time except with respect to any
outstanding Options. The Board may amend the Plan in any manner with respect to
future grants of Options and may amend outstanding Options in any manner
consistent with the Plan subject to the following limitations. No amendment will
be effective if the amendment changes the manner of determining the exercise
price of Incentive Stock Options, makes individuals who are not employees of the
Corporation or of any Parent or Subsidiary Corporation eligible to be granted
Incentive Stock Options, changes the nontransferability of the Options, alters
or impairs any rights or obligations of any outstanding Option without the
written consent of the optionee, or either increases the number of shares
eligible for issuance under the Plan or adds a class of employees eligible to be
granted Incentive Stock Options unless such additional shares or new class is
approved by the shareholders of the Corporation.

10. Change in Capital Structure.

A. The existence of outstanding Options shall not affect in any way the
right or power of the Corporation or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any
issuance of bonds, debentures, preferred or prior preference stock
ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Corporation, or any sale or
transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.

B. If the Corporation shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares of
the Common Stock outstanding, without receiving compensation
therefore in money, services or property, then (1) the number,
class, and per share price of shares of Common Stock subject to
outstanding Options hereunder shall be appropriately adjusted in
such a manner as to entitle an optionee to receive upon exercise of
an Option, for the same aggregate cash consideration, the same total
number and class of shares as he would have received had the
optionee exercised his or her Option in full

-9-
<PAGE>

immediately prior to the event requiring the adjustment; and (2) the
number and class of shares then reserved for issuance under the Plan
shall be adjusted by substituting for the total number and class of
shares of Common Stock then reserved that number and class of shares
of Common Stock that would have been received by the owner of an
equal number of outstanding shares of each class of Common Stock as
the result of the event requiring the adjustment.

C. After a merger of one or more corporations into the Corporation or
after a consolidation of the Corporation and one or more
corporations in which the Corporation shall be the surviving
corporation, each optionee shall, at no additional cost, be entitled
upon exercise of such Option to receive (subject to any required
action by stockholders) in lieu of the number and class of shares as
to which such Option shall then be so exercisable, the number and
class of shares of stock or other securities to which such optionee
would have been entitled pursuant to the terms of the agreement of
merger or consolidation if, immediately prior to such merger or
consolidation, such optionee had been the holder of record of the
number and class of shares of Common Stock equal to the number and
class of shares as to which such Option shall be so exercised.

D. If the Corporation is merged into or consolidated with another
corporation under circumstances where the Corporation is not the
surviving corporation, or if the Corporation is liquidated, or sells
or otherwise disposes of substantially all of its assets to another
corporation while unexercised Options remain outstanding under the
Plan, unless provisions are made in connection with such transaction
for the continuance of the Plan and/or the assumption or
substitution of such Options with new options covering the stock of
the successor corporation, or parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and
prices, then all outstanding Options shall be vested as of the
effective date of any such merger, consolidation, liquidation, or
sale (the "corporate event").

E. Except as previously expressly provided, neither the issuance by the
Corporation of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property,
or for labor or services either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Corporation convertible
into such shares or other securities, nor the increase or decrease
of the number of authorized shares of stock, nor the addition or
deletion of classes of stock, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number, class or
price of shares of Common Stock then subject to outstanding Options.

-10-
<PAGE>

F. Adjustment under the preceding provisions of this section will be
made by the Board, whose determination as to what adjustments will
be made and the extent thereof will be final, binding, and
conclusive. No fractional interest will be issued under the Plan on
account of any such adjustment. No adjustment will be made in a
manner that causes an Incentive Stock Option to fail to continue to
qualify as an Incentive Stock Option under the Code.

11. Taxes.

A. Tax Withholding. When any portion of a Nonqualified Stock Option is
exercised, the optionee shall elect either to pay cash or to have
the Corporation withhold from the Common Stock issued upon such
exercise the number of shares sufficient to satisfy the
Corporation's obligations, if any, to withhold taxes under Federal,
state, or local law as a result of such exercise. The Fair Market
Value of the Common Stock withheld must, as of the date the
Nonqualified Stock Option is exercised, at least equal the aggregate
unsatisfied withholding obligations for the portion of the Option
that is exercised.

B. Tax Qualification. Incentive Stock Options granted under the Plan
are intended to qualify as Incentive Stock Options within the
meaning of Section 422 of the Code, and the terms of the Plan and
Options granted hereunder shall be so construed. Notwithstanding the
foregoing, nothing in the Plan shall be interpreted as a
representation, guarantee or other undertaking on the part of the
Corporation that any Options are, or will be, determined to qualify
as incentive stock options within the meaning of the Code.

12. General Provisions.

A. The Corporation shall not be required to sell or issue any shares
under any Option if the issuance of such shares shall constitute a
violation by the optionee or the Corporation of any provision of any
law, statute, or regulation of any stock exchange upon which the
Common Stock may be listed or any governmental authority whether it
be Federal or State. Unless a registration statement is in effect
under the Securities Act of 1933, as amended (the "Securities Act")
with respect to the shares of Common Stock covered by an Option, the
Corporation shall not be required to issue shares upon exercise of
any Option (1) unless the Committee has received evidence
satisfactory to it to the effect that the optionee is acquiring such
shares for investment and not with a view to the distribution
thereof or (2) unless an opinion of counsel to the Corporation has
been received by the Corporation, in a form and substance which is
deemed acceptable by the Committee, to the effect

-11-
<PAGE>

that a registration statement is not required. Any determination in
this connection by the Committee shall be final, binding and
conclusive. In the event the shares issuable on exercise of an
Option are not registered under the Securities Act, the Corporation
may imprint the following legend or any other legend which counsel
for the Corporation considers necessary or advisable to comply with
the Securities Act:

"The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933 or under the
securities laws of any State and may not be sold or
transferred except pursuant to an effective registration
statement or upon receipt by the Corporation of any opinion of
counsel, in form and substance satisfactory to the
Corporation, that registration is not required for such sale
or transfer."

The Corporation may, but shall in no event be obligated to, register
any securities covered hereby pursuant to the Securities Act. In the
event any shares are so registered, the Corporation may remove any
legend on certificates representing such shares. The Corporation
shall not be obligated to take any affirmative action in order to
cause the exercise of an Option or the issuance of shares pursuant
thereto to comply with any law or regulation of any governmental
authority.

B. No optionee and no beneficiary or other person claiming under or
through an optionee will have any right, title or interest in or to
any shares of Common Stock allocated or reserved under the Plan or
subject to any Option except as to such shares of Common Stock, if
any, that have been issued or transferred to such optionee or
beneficiary.

C. The Plan and all determinations made and actions taken pursuant
thereto will be governed by the laws of the State of Maryland and
construed in accordance therewith.

D. Options may be granted under this Plan from time to time in
substitution for stock options held by employees of other
corporations who become employees of the Corporation or a Subsidiary
Corporation as a result of a merger or consolidation of the
employing corporation with the Corporation or the Subsidiary
Corporation or the acquisition by the Corporation or a Subsidiary
Corporation of the assets of the employing corporation, or the
acquisition by the Corporation or a Subsidiary Corporation of at
least 50% of the issued and outstanding stock of the employing
corporation as the result of which it becomes a Subsidiary
Corporation of the Corporation. The terms and conditions of the
substitute options so granted may vary from the terms and conditions
set forth in this Plan to such extent as the Board at the time of
grant may deem appropriate to conform, in whole or

-12-
<PAGE>

in part, to the provisions of the stock options for which they are
granted in substitution, but no such variation shall be such as to
affect the status of any such substitute option as an "incentive
stock option" under Section 422 of the Code.

E. At the time of grant, the Committee may provide in connection with
any grant made under the Plan that the shares of Common Stock
received as a result of such grant shall be subject to (1) a right
of first refusal pursuant to which the optionee shall be required to
offer to the Corporation any shares that the optionee wishes to sell
at the then Fair Market Value of the Common Stock and/or (2) a right
of repurchase pursuant to which the Corporation shall have the right
to repurchase at the then Fair Market Value any shares of Common
Stock that the optionee acquired through the exercise of such
Options upon the optionee's termination of employment with the
Corporation, any Parent Corporation, Subsidiary Corporation or
Unincorporated Affiliate, subject to such other terms and conditions
as the Committee may specify at the time of grant. If such a right
of first refusal or right of repurchase is included in the
optionee's Stock Option Agreement, the execution by the optionee of
an agreement that grants such rights to the Corporation shall be a
condition of the exercise of the Option.

F. All headings in this Plan are for convenience of reference only and
are to be ignored in construing the Plan. Any masculine pronoun
shall include the feminine and the singular shall include the
plural, and vice versa.

13. Indemnification of Board and Compensation Committees

The members of the Board of Directors and the Committee will be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or Option
agreements, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by legal counsel selected by the Corporation) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it is adjudged in such
action, suit or proceeding that the member is liable for negligence or
misconduct in the performance of the member's duties; provided that within sixty
(60) days after institution of any such action, suit or proceeding a member will
in writing offer the Corporation the opportunity, at its own expense, to defend
the same. The foregoing right of indemnification shall inure to the benefit of
the heirs, executors or administrators of each such member of the Board of
Directors and the Committee and shall be in addition to any and all other rights
of indemnification to which such members may be entitled to as a matter of law,
contract, or otherwise.

-13-
<PAGE>

14. Limitation of Rights

Neither the adoption and maintenance of the Plan nor the grant of Options
will:

A. limit the right of the Corporation, Parent Corporation, Subsidiary
Corporation or Unincorporated Affiliate to discharge or discipline
any employee, or otherwise terminate or modify the terms of any
employment agreement, or

B. confer upon any optionee any contract or other right or interest
other than as specifically provided in the Plan and the Option
agreement.

15. Effective Date of the Plan, Duration of the Plan.

A. On August 31, 1995, the Board adopted this Plan subject to approval
by the shareholders of the Corporation. On September 21, 1995, the
Board adopted certain amendments to this Plan subject to approval by
the shareholders of the Corporation. On April 26, 1996, the
shareholders of the Corporation approved the Plan (as amended by the
Board on September 21, 1995) and all Options previously granted
under the Plan. The Board adopted an additional amendment to this
Plan on July 18, 1996 which did not require shareholder approval.
The Plan shall be effective as of August 31, 1995.

B. Unless previously terminated, the Plan will terminate on August 31,
2005, except that Options that are granted under the Plan before its
termination will continue to be administered under the terms of the
Plan until the Options terminate or are exercised.

-14-

STOCK EXCHANGE AGREEMENT

THIS STOCK EXCHANGE AGREEMENT (this "Agreement") is entered into and is
effective for all purposes as of the 10th day of February, 1997, by and between
TLC The Laser Center, Inc., a corporation organized under the laws of Ontario
("TLC") and Elizabeth A. Karmin ("Karmin").

RECITALS

WHEREAS, Karmin is an officer and employee of 20/20 Laser Centers, Inc., a
Maryland corporation ("20/20") as well as a holder of certain incentive stock
options to purchase stock in 20/20, both vested and unvested (the "Options"),
pursuant to that certain Stock Option Agreement (the "Stock Option Agreement")
between 20/20 and Karmin dated as of August 31, 1995, as amended by First
Amendment to Stock Option Agreement (the "First Amendment") dated as of
September 1, 1996 and by Second Amendment to Stock Option Agreement (the "Second
Amendment") to be executed concurrently herewith. The Stock Option Agreement as
amended by the First Amendment and Second Amendment shall be referred to herein
as the "Option Agreement".

WHEREAS, 20/20 and TLC have entered into a Share for Share Exchange
Agreement dated as of December 15, 1996 (the "TLC Exchange Agreement") pursuant
to which TLC is offering to purchase all of the outstanding shares of 20/20 from
its existing shareholders.

WHEREAS, Karmin received her Options in consideration of personal services
provided to 20/20 as an officer and employee of 20/20.

WHEREAS, 20/20 and TLC requested that Karmin waive her right to vest
certain options that were granted to her under the Stock Option Agreement, and,
pursuant to the Second Amendment to the Stock Option Agreement, Karmin has
agreed to do so in consideration of TLC entering into this agreement concerning
the exchange of shares at the time Karmin exercises her outstanding options to
purchase shares of 20/20, and TLC is willing to do so on the terms and
conditions set forth below.

-1-
<PAGE>

NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree to the following terms:

1. Ratification of Option. The parties hereto ratify and confirm the
Option Agreement, as amended by the First Amendment and Second Amendment and
acknowledge that it is in full force and effect.

2. Share Exchange. In the event Karmin exercises her options to purchase
20/20 stock pursuant to the Option Agreement on or before March 1, 1999, then
immediately upon the exercise of such option, TLC agrees to issue TLC stock in
exchange for the 20/20 stock purchased by Karmin, at an exchange ratio of .37517
shares of TLC stock for each share of 20/20 stock and Karmin agrees to accept
such exchange of TLC stock, subject to the provisions of paragraphs 3 and 7
below. In the event any Options are not exercised on or before March 1, 1999,
then the obligations of TLC and Karmin under this paragraph 2 shall be null and
void with respect to such Options. The parties are entering into this Agreement
in connection with a transaction described in Section 424(a) of the Internal
Revenue Code in order to retain the status of the Options as qualified incentive
stock options.

3. Adjustment of Option Shares and Change in Capital Structure.

a. This Agreement shall not affect in any way the right or power of
TLC or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in TLC's capital
structure or its business, or any merger or consolidation of TLC, or any
issuance of bonds, debentures, preferred or prior preference stock ahead
of or affecting the common stock or the rights thereof, or the dissolution
or liquidation of TLC, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

b. If TLC shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of the common stock
outstanding, without receiving compensation therefor in money, services or
property, then (1) the number, class, and per share price of shares of
common stock to be exchanged hereunder shall be appropriately adjusted in
such a manner as to entitle Karmin to receive upon exercise of an Option,
for the same aggregate cash consideration, the same total number and class
of shares as he would have received had Karmin exercised her Option in
full immediately prior to the event requiring the adjustment; and (2) the
number and class of shares then reserved for issuance hereunder as a
result of Options outstanding shall be adjusted by substituting for the

-2-
<PAGE>

total number and class of shares of common stock then reserved that number
and class of shares of common stock that would have been received by the
owner of an equal number of outstanding shares of each class of common
stock as the result of the event requiring the adjustment.

c. After a merger of one or more corporations with TLC or after a
consolidation of TLC and one or more corporations, Karmin shall, at no
additional cost, be entitled upon exercise of an Option to receive
pursuant to this Agreement in lieu of the number and class of shares as to
which he would be entitled to exchange pursuant to paragraph 2 hereof, the
number and class of shares of stock or other securities to which Karmin
would have been entitled pursuant to the terms of the agreement of merger
or consolidation if, immediately prior to such merger or consolidation,
Karmin had been the holder of record of the number and class of shares of
common stock equal to the number and class of shares as to which he would
be entitled under paragraph 2 hereof.

d. Except as previously expressly provided, neither the issuance by
TLC of shares of stock of any class, or securities convertible into shares
of stock of any class, for cash or property, or for labor or services
either upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of TLC
convertible into such shares or other securities, nor the increase or
decrease of the number of authorized shares of stock, nor the addition or
deletion of classes of stock, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number, class or price of
shares of common stock then subject to this Agreement.

e. Adjustment under the preceding provisions of this section will be
made by the Board of Directors of TLC in good faith, whose determination
as to what adjustments will be made and the extent thereof will be final,
binding, and conclusive.

4. Authorization and Reservation of Shares. During the term of this
Agreement, TLC will at all times have authorized and reserved a sufficient
number of shares of its common stock to provide for the rights to exchange as
provided for herein. TLC represents and warrants that (i) all stock issued to
Karmin in exchange for 20/20 stock shall be validly issued, fully paid and
non-assessable, and (ii) such stock shall be free of restrictions on
transferability imposed by 20/20 or TLC other than the provisions of paragraph 7
hereof and the terms and conditions of the Holdback Agreement (defined in
paragraph 7), provided however, that, subject to the provisions of paragraph 6
hereof and the terms and conditions of the Registration Rights Agreement
(defined in paragraph 6), such stock may be subject to restrictions on
transferability imposed by applicable law.

-3-
<PAGE>

5. No Fractional Share or Scrip. No fractional shares or scrip
representing fractional shares shall be issued hereunder. Any fractional shares
shall be rounded to the nearest whole share such that fractions of .50 and
greater shall be rounded up to the next whole share and fractions of less than
.50 shall be rounded down.

6. Registration Rights Agreement. TLC acknowledges and agrees that the TLC
shares issuable to Karmin pursuant to this Agreement (a) shall be included as
part of the shares that are subject to that certain Registration Rights
Agreement dated concurrently herewith between TLC and the shareholders of 20/20
(the "Registration Rights Agreement"), and (b) shall be included in any
obligation of TLC to register shares of former 20/20 shareholders on the Toronto
Stock Exchange pursuant to the TLC Exchange Agreement.

7. Holdback Agreement. The parties acknowledge and agree that the TLC
shares to which Karmin may be entitled pursuant to this Agreement are subject to
the terms and conditions of that certain Holdback Agreement dated concurrently
herewith between TLC and the shareholders of 20/20 (the "Holdback Agreement")
and that any TLC shares issued to Karmin pursuant to this Agreement shall be
subject to the terms and conditions of the Holdback Agreement. In the event TLC
is entitled to indemnification under the Holdback Agreement prior to a time that
Karmin has exercised all of her Options, then the exchange ratio set forth in
paragraph 2 hereof shall be modified so that the number of TLC shares that
Karmin receives pursuant to this Agreement upon exercise of an Option shall be
adjusted so that upon the exercise of an Option, Karmin receives the number and
class of shares of stock or other securities to which Karmin would have been
entitled pursuant to the terms of the Holdback Agreement if, immediately prior
to the exercise of such Options, Karmin had been the holder of record of the
number and class of shares of common stock equal to the number and class of
shares as to which he would be entitled under paragraph 2 hereof. Karmin
acknowledges that she is an "Insider" for purposes of the Holdback Agreement.
TLC agrees that in the event Karmin's employment agreement with TLC is
terminated for any reason prior to the time that all of her stock is released
from the Holdback Agreement, then TLC shall release at least a sufficient amount
of Karmin's stock from the Holdback Agreement so that she can use the stock to
pay the tax liability on any deferred compensation that Karmin receives pursuant
to Karmin's deferred compensation agreement with 20/20 as a result of such
termination and on capital gain from the sale of the stock.

8. Miscellaneous. This Agreement shall be governed by and construed under
the laws of the State of Maryland. This Agreement shall be binding upon and
benefit the parties hereto and their respective successors, heirs, personal
representatives and assigns. The titles of the sections and subsections of this
Agreement are for convenience only and are not to be considered in construing
this Agreement. This Agreement does not entitle Karmin to any voting rights or

-4-
<PAGE>

other rights as a shareholder of TLC with respect to any shares that are the
subject matter hereof prior to the exercise of the Options as provided for
herein. All notices required or permitted to be given under this Agreement shall
be in writing and shall be delivered in person, by telecopy, by express courier
or by certified mail, return receipt requested, postage prepaid.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date first set forth above.

TLC:

TLC The Laser Center, Inc.

By: /s/ Ronald J. Kelly
----------------------------------
Ronald Kelly, Vice President

KARMIN:

/s/ Elizabeth A. Karmin
----------------------------------
Elizabeth A. Karmin

Acknowledged and Agreed To:

20/20 Laser Centers, Inc.

By: /s/ Gary F. Jonas
-----------------------

-5-

STOCK EXCHANGE AGREEMENT

RECITALS

WHEREAS, Hatch is an officer and employee of 20/20 Laser Centers, Inc., a
Maryland corporation ("20/20") as well as a holder of certain incentive stock
options to purchase stock in 20/20, both vested and unvested (the "Options"),
pursuant to that certain Stock Option Agreement (the "Stock Option Agreement")
between 20/20 and Hatch dated as of August 31, 1995, as amended by First
Amendment to Stock Option Agreement (the "First Amendment") dated as of
September 1, 1996 and by Second Amendment to Stock Option Agreement (the "Second
Amendment") to be executed concurrently herewith. The Stock Option Agreement as
amended by the First Amendment and Second Amendment shall be referred to herein
as the "Option Agreement".

WHEREAS, Hatch received his Options in consideration of personal services
provided to 20/20 as an officer and employee of 20/20.

WHEREAS, 20/20 and TLC requested that Hatch waive his right to vest
certain options that were granted to his under the Stock Option Agreement, and,
pursuant to the Second Amendment to the Stock Option Agreement, Hatch has agreed
to do so in consideration of TLC entering into this agreement concerning the
exchange of shares at the time Hatch exercises his outstanding options to
purchase shares of 20/20, and TLC is willing to do so on the terms and
conditions set forth below.

-1-
<PAGE>

NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree to the following terms:

1. Ratification of Option. The parties hereto ratify and confirm the
Option Agreement, as amended by the First Amendment and Second Amendment and
acknowledge that it is in full force and effect.

2. Share Exchange. In the event Hatch exercises his options to purchase
20/20 stock pursuant to the Option Agreement on or before March 1, 1999, then
immediately upon the exercise of such option, TLC agrees to issue TLC stock in
exchange for the 20/20 stock purchased by Hatch, at an exchange ratio of .37517
shares of TLC stock for each share of 20/20 stock and Hatch agrees to accept
such exchange of TLC stock, subject to the provisions of paragraphs 3 and 7
below. In the event any Options are not exercised on or before March 1, 1999,
then the obligations of TLC and Hatch under this paragraph 2 shall be null and
void with respect to such Options. The parties are entering into this Agreement
in connection with a transaction described in Section 424(a) of the Internal
Revenue Code in order to retain the status of the Options as qualified incentive
stock options.

3. Adjustment of Option Shares and Change in Capital Structure.

b. If TLC shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of the common stock
outstanding, without receiving compensation therefor in money, services or
property, then (1) the number, class, and per share price of shares of
common stock to be exchanged hereunder shall be appropriately adjusted in
such a manner as to entitle Hatch to receive upon exercise of an Option,
for the same aggregate cash consideration, the same total number and class
of shares as he would have received had Hatch exercised his Option in full
immediately prior to the event requiring the adjustment; and (2) the
number and class of shares then reserved for issuance hereunder as a
result of Options outstanding shall be adjusted by substituting for the
total

-2-
<PAGE>

number and class of shares of common stock then reserved that number and
class of shares of common stock that would have been received by the owner
of an equal number of outstanding shares of each class of common stock as
the result of the event requiring the adjustment.

c. After a merger of one or more corporations with TLC or after a
consolidation of TLC and one or more corporations, Hatch shall, at no
additional cost, be entitled upon exercise of an Option to receive
pursuant to this Agreement in lieu of the number and class of shares as to
which he would be entitled to exchange pursuant to paragraph 2 hereof, the
number and class of shares of stock or other securities to which Hatch
would have been entitled pursuant to the terms of the agreement of merger
or consolidation if, immediately prior to such merger or consolidation,
Hatch had been the holder of record of the number and class of shares of
common stock equal to the number and class of shares as to which he would
be entitled under paragraph 2 hereof.

4. Authorization and Reservation of Shares. During the term of this
Agreement, TLC will at all times have authorized and reserved a sufficient
number of shares of its common stock to provide for the rights to exchange as
provided for herein. TLC represents and warrants that (i) all stock issued to
Hatch in exchange for 20/20 stock shall be validly issued, fully paid and
non-assessable, and (ii) such stock shall be free of restrictions on
transferability imposed by 20/20 or TLC other than the provisions of paragraph 7
hereof and the terms and conditions of the Holdback Agreement (defined in
paragraph 7), provided however, that, subject to the provisions of paragraph 6
hereof and the terms and conditions of the Registration Rights Agreement
(defined in paragraph 6), such stock may be subject to restrictions on
transferability imposed by applicable law.

-3-
<PAGE>

6. Registration Rights Agreement. TLC acknowledges and agrees that the TLC
shares issuable to Hatch pursuant to this Agreement (a) shall be included as
part of the shares that are subject to that certain Registration Rights
Agreement dated concurrently herewith between TLC and the shareholders of 20/20
(the "Registration Rights Agreement"), and (b) shall be included in any
obligation of TLC to register shares of former 20/20 shareholders on the Toronto
Stock Exchange pursuant to the TLC Exchange Agreement.

7. Holdback Agreement. The parties acknowledge and agree that the TLC
shares to which Hatch may be entitled pursuant to this Agreement are subject to
the terms and conditions of that certain Holdback Agreement dated concurrently
herewith between TLC and the shareholders of 20/20 (the "Holdback Agreement")
and that any TLC shares issued to Hatch pursuant to this Agreement shall be
subject to the terms and conditions of the Holdback Agreement. In the event TLC
is entitled to indemnification under the Holdback Agreement prior to a time that
Hatch has exercised all of his Options, then the exchange ratio set forth in
paragraph 2 hereof shall be modified so that the number of TLC shares that Hatch
receives pursuant to this Agreement upon exercise of an Option shall be adjusted
so that upon the exercise of an Option, Hatch receives the number and class of
shares of stock or other securities to which Hatch would have been entitled
pursuant to the terms of the Holdback Agreement if, immediately prior to the
exercise of such Options, Hatch had been the holder of record of the number and
class of shares of common stock equal to the number and class of shares as to
which he would be entitled under paragraph 2 hereof. Hatch acknowledges that she
is an "Insider" for purposes of the Holdback Agreement. TLC agrees that in the
event Hatch's employment agreement with TLC is terminated for any reason prior
to the time that all of his stock is released from the Holdback Agreement, then
TLC shall release at least a sufficient amount of Hatch's stock from the
Holdback Agreement so that she can use the stock to pay the tax liability on any
deferred compensation that Hatch receives pursuant to Hatch's deferred
compensation agreement with 20/20 as a result of such termination and on capital
gain from the sale of the stock.

-4-
<PAGE>

subject matter hereof prior to the exercise of the Options as provided for
herein. All notices required or permitted to be given under this Agreement shall
be in writing and shall be delivered in person, by telecopy, by express courier
or by certified mail, return receipt requested, postage prepaid.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date first set forth above.

TLC:

TLC The Laser Center, Inc.

By: /s/ Ronald J. Kelly
----------------------------------
Ronald Kelly, Vice President

HATCH:

/s/ Eric J. Hatch
----------------------------------
Eric J. Hatch

Acknowledged and Agreed To:

20/20 Laser Centers, Inc.

By: /s/ Gary F. Jonas
-----------------------

-5-

THE OPTIONS GRANTED BY THIS STOCK OPTION AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT
OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE
144.

20/20 LASER CENTERS, INC.
STOCK OPTION AGREEMENT

20/20 Laser Centers, Inc. (the "Company") hereby grants to Mark G. Speaker,
M.D., PhD. ("Optionee"), effective as of September 19, 1996, options (the
"Options") to purchase shares of common stock, $.0.01 par value, of the Company
(the "Option Shares") pursuant to that certain letter agreement between the
Company and Optionee dated as of June 23, 1995 regarding Optionee's services as
a Medical Practice Site Organizer and a City Organizer, that certain side letter
agreement, also dated as of June 23, 1995 with respect to Optionee's certain
other personal service roles and contributions to the Company, and that certain
side letter agreement dated August 1, 1996 amending and clarifying the earlier
two agreements (collectively, the "Service Agreements"). This Stock Option
Agreement is intended to formalize the Options that Optionee has earned pursuant
to the Service Agreements. The Options are subject to the terms and conditions
set forth below and in the Service Agreements, which are incorporated herein by
reference and made a part hereof. Capitalized terms not defined herein shall
have the meaning as set forth in the Service Agreements.

1. Number of Option Shares: 310,000 shares (the "Option Shares")

2. Exercise Price: $0.01 per Option Share.

3. Type of Option: The Options shall not be considered as qualified stock
options under Section 422 of the Internal Revenue Code. The Options are
granted to Optionee's as compensation for personal services pursuant to
Rule 701 under the Securities Exchange Act of 1933 (the "Act").

4. Method of Exercise; Payment.

(a) Subject to paragraph 5 hereof, the Options may be exercised by the
Optionee, in whole or in part and from time to time, by tendering to
the Company at its principal office a notice of exercise form
attached hereto as Appendix A duly executed, together with the Stock
Option Agreement and payment to the Company by check of an amount
equal to the Exercise Price multiplied by the number of Option
Shares purchased.
<PAGE>

(b) Promptly following receipt from the Optionee of the notices and
instruments required for the Optionee to exercise the Options,
including payment of the then applicable Exercise Price, the Company
shall issue to the Optionee a certificate for the number of Option
Shares acquired. If all of the Options are not exercised, the
Company shall return the Stock Option Agreement to the Optionee,
together with a written notice indicating the aggregate number of
shares acquired upon the current and all prior exercises of the
Options.

5. Expiration of Options: The Options will expire on March 1, 1999. If
Optionee does not exercise the respective Options on or before such
expiration dates set forth above, then the applicable Options will be null
and void.

6. Acknowledgments of Optionee: The Options granted pursuant to this Stock
Option Agreement are personal to the Optionee and, prior to exercising
such Options, may not be assigned or transferred to any other person
except by will or the laws of descent and distribution. The Optionee
acknowledges that he was informed that the Option Shares are not currently
registered under the Act. Even after the Options are exercised, unless the
Company has registered the Option Shares under the Act at that time, the
Option Shares may not be transferred or otherwise disposed of unless the
Option Shares are subsequently registered under the Act or an exemption
from such registration is available. The Optionee was informed that the
Company is under no obligation to register the Option Shares under the Act
or to comply with any other applicable exemption under the Act with
respect to the Option Shares. The undersigned will not sell or otherwise
transfer the Option Shares, except by will or the laws of descent and
distribution or except when such sale or transfer is made in compliance
with the Act and all federal, state and local laws. The Optionee accepts
the Options described herein in full satisfaction of all stock options and
rights to receive any stock compensation under the Service Agreements.

7. Restrictions on Transferability: The Option Shares granted upon exercise
of the Options may not be transferred or assigned in whole or in part
without compliance with applicable federal and state securities laws by
the transferor and the transferee (including the delivery of investment
representation letters and legal opinions reasonably satisfactory to the
Company, if required by the Company). The Options Shares granted upon
exercise of this the Options shall be imprinted with a legend in
substantially the following form:
<PAGE>

"THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME."

8. Adjustment of Option Shares and Change in Capital Structure

a. The existence of outstanding Options shall not affect in any way the
right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or its business,
or any merger or consolidation of the Company, or any issuance of
bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution
or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.

b. If the Company shall effect a subdivision or consolidation of shares
or other capital readjustment, the payment of a stock dividend, or
other increase or reduction of the number of shares of the Common
Stock outstanding, without receiving compensation therefor in money,
services or property, then (1) the number, class, and per share
price of shares of Common Stock subject to outstanding Options
hereunder shall be appropriately adjusted in such a manner as to
entitle the Optionee to receive upon exercise of an Option, for the
same aggregate cash consideration, the same total number and class
of shares as he would have received had the Optionee exercised his
or her Option in full immediately prior to the event requiring the
adjustment; and (2) the number and class of shares then reserved for
issuance as a result of Options outstanding shall be adjusted by
substituting for the total number and class of shares of Common
Stock then reserved that number and class of shares of Common Stock
that would have been received by the owner of an equal number of
outstanding shares of each class of Common Stock as the result of
the event requiring the adjustment.

c. After a merger of one or more corporations with the Company or after
a consolidation of the Company and one or more
<PAGE>

corporations, Optionee shall, at no additional cost, be entitled
upon exercise of such Option to receive (subject to any required
action by stockholders) in lieu of the number and class of shares as
to which such Option shall then be so exercisable, the number and
class of shares of stock or other securities to which Optionee would
have been entitled pursuant to the terms of the agreement of merger
or consolidation if, immediately prior to such merger or
consolidation, Optionee had been the holder of record of the number
and class of shares of Common Stock equal to the number and class of
shares as to which such Option shall be so exercised.

d. Except as previously expressly provided, neither the issuance by the
Company of shares of stock of any class, or securities convertible
into shares of stock of any class, for cash or property, or for
labor or services either upon direct sale or upon the exercise of
rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or
other securities, nor the increase or decrease of the number of
authorized shares of stock, nor the addition or deletion of classes
of stock, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number, class or price of shares of Common
Stock then subject to outstanding Options.

e. Adjustment under the preceding provisions of this section will be
made by the Board of Directors of the Company in good faith, whose
determination as to what adjustments will be made and the extent
thereof will be final, binding, and conclusive.

9. Authorization and Reservation of Shares. During the term of this Stock
Option Agreement, the Company will at all times have authorized and
reserved a sufficient number of shares of its Common Stock to provide for
the exercise of the rights to purchase Common Stock as provided for
herein.

10. No Fractional Share or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of the Optionee's
rights to purchase Common Stock, but in lieu of such fractional shares the
Company shall make a cash payment therefor upon the basis of the Exercise
Price then in effect.

11. Registry. The Company shall maintain a registry showing the name and
address of the registered Optionee of this Stock Option Agreement.

12. Miscellaneous. This Stock Option Agreement shall be governed by and
construed under the laws of the State of Maryland. The titles of the
<PAGE>

sections and subsections of this Stock Option Agreement are for
convenience only and are not to be considered in construing this Stock
Option Agreement. All pronouns used in this Stock Option Agreement shall
be deemed to include masculine, feminine or neuter forms. This Stock
Option Agreement does not entitle the Optionee to any voting rights or
other rights as a shareholder of the Company prior to the exercise of the
Optionee's rights to purchase Common Stock as provided for herein. All
notices required or permitted to be given under this Stock Option
Agreement shall be in writing and shall be delivered in person, by
telecopy, by express courier or by certified mail, return receipt
requested, postage prepaid.

The Company, by its duly authorized officer, agrees to the terms and conditions
of this Stock Option Agreement.

ATTEST: 20/20 LASER CENTERS, INC.

By: /s/ Elizabeth A. Karmin By: /s/ Gary F. Jonas
----------------------- ----------------------------
Secretary President and CEO

The Optionee accepts the Options subject to the terms and conditions of this
Stock Option Agreement and the Services Agreement.

WITNESS: OPTIONEE:

/s/ Mark G. Speaker, M.D. PhD.
- ------------------------------ ------------------------------
Mark G. Speaker, M.D., PhD.
<PAGE>

APPENDIX A
NOTICE OF EXERICISE

TO: 20/20 Laser Centers, Inc.
6701 Democracy Boulevard; Suite 200
Bethesda, Maryland 20817

1. The undersigned hereby elects to purchase ______ shares of the Common
Stock of 20/20 Laser Centers, Inc. pursuant to the terms of the attached
Stock Option Agreement, and tenders herewith payment of the purchase price
of such shares in full.

2. The undersigned further acknowledges that the undersigned was informed as
to and understands the circumstances under which the undersigned is
required to hold the Option Shares pursuant to the requirements of the
Securities Act of 1933 (the "Act") and other applicable state securities
laws.

3. The undersigned acknowledges that the undersigned was informed that the
Option Shares are not registered under the Act and may not be transferred
or otherwise disposed of unless the Option Shares are subsequently
registered under the Act or an exemption from such registration is
available. The undersigned was informed that the Company is under no
obligation to register the Option Shares under the Act or to comply with
Regulations A or D or any other applicable exemption under the Act with
respect to the Option Shares.

4. The Option Shares being purchased by the undersigned are solely for the
undersigned's own account and are being acquired for investment only and
not with a view to resale or distribution. No persons other than the
undersigned will have any interest in the Option Shares being purchased by
the undersigned. The undersigned will not sell or otherwise transfer the
Option Shares, except when such sale or transfer is made in compliance
with the Act and all state and local laws.

5. Please issue a certificate or certificates representing such shares of the
Common Stock in the name of the undersigned or in such other name as is
specified below.

-------------------------
(Name)

-------------------------
(Address)

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

-------------------------
Taxpayer ID #

- ----------------------------- -------------------------
(Date) (Signature)

STOCK EXCHANGE AGREEMENT

RECITALS

WHEREAS, Speaker is a shareholder of 20/20 Laser Centers, Inc., a Maryland
corporation ("20/20") as well as a holder of certain options to purchase stock
in 20/20 (the "Options"), pursuant to that certain Stock Option Agreement
between 20/20 and Speaker dated as of August 1, 1996 (the "Option Agreement").

WHEREAS, Speaker received his Options in consideration of personal
services provided to 20/20 pursuant to that certain (a) letter of agreement
dated June 23, 1995 (the "City Organizer Agreement") describing Speaker's
responsibilities and compensation in connection with being an M.D. City
Organizer in the New York Metropolitan area, and (b) a letter of agreement dated
June 23, 1995 (the "Other Services Letter") which confirms Speaker's agreement
with 20/20 with respect to certain other services for 20/20, each of which has
been amended by that certain letter agreement dated as of August 1, 1996 (the
"Letter Amendment") with respect to the stock compensation to be paid under the
City Organizer Agreement and the Other Services Letter. In addition, Speaker is
a party to that certain Team Surgeon Agreement dated June 23, 1995 among
Speaker, 20/20, and 20/20 Laser Vision Correction Associates, P.C. (the "Team
Surgeon Agreement"). The City Organizer Agreement, the Other Services Letter,
the Letter Amendment, and the Team Surgeon Agreement shall be referred to herein
collectively as the "Services Agreements".

WHEREAS, it is in the best interests of 20/20 and TLC that Speaker
continue to provide his personal services under the existing Services
Agreements.

-1-
<PAGE>

WHEREAS, Speaker is willing to continue to provide services pursuant to
the terms and conditions of the existing Service Agreements so long as TLC
enters into this agreement concerning the exchange of shares at the time Speaker
exercises his outstanding options to purchase shares of 20/20, and TLC is
willing to do so on the terms and conditions set forth below.

NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree to the following terms:

1. Ratification of Services Agreements. The parties hereto ratify and
confirm the Services Agreements and acknowledge that they are in full force and
effect.

2. Share Exchange. In the event Speaker exercises his options to purchase
20/20 stock pursuant to the Option Agreement on or before March 1, 1999, then
promptly after the exercise of such option, TLC agrees to issue TLC stock in
exchange for the 20/20 stock purchased by Speaker, at an exchange ratio of
.37517 shares of TLC stock for each share of 20/20 stock and Speaker agrees to
accept such exchange of TLC stock, subject to the provisions of paragraphs 4 and
8 below. In the event any Options are not exercised on or before March 1, 1999,
then the obligations of TLC and Speaker under this paragraph 2 shall be null and
void with respect to such Options.

3. Continuance of Services Agreements. Speaker agrees not to give notice
of termination of his Services Agreements with 20/20 prior to the earlier to
occur of (i) the closing of the TLC stock exchange pursuant to the TLC Exchange
Agreement, or (ii) the termination of the TLC Exchange Agreement.

4. Adjustment of Option Shares and Change in Capital Structure.

-2-
<PAGE>

property, then (1) the number, class, and per share price of shares of
common stock to be exchanged hereunder shall be appropriately adjusted in
such a manner as to entitle Speaker to receive upon exercise of an Option,
for the same aggregate cash consideration, the same total number and class
of shares as he would have received had Speaker exercised his Option in
full immediately prior to the event requiring the adjustment; and (2) the
number and class of shares then reserved for issuance hereunder as a
result of Options outstanding shall be adjusted by substituting for the
total number and class of shares of common stock then reserved that number
and class of shares of common stock that would have been received by the
owner of an equal number of outstanding shares of each class of common
stock as the result of the event requiring the adjustment.

c. After a merger of one or more corporations with TLC or after a
consolidation of TLC and one or more corporations, Speaker shall, at no
additional cost, be entitled upon exercise of an Option to receive
pursuant to this Agreement in lieu of the number and class of shares as to
which he would be entitled to exchange pursuant to paragraph 2 hereof, the
number and class of shares of stock or other securities to which Speaker
would have been entitled pursuant to the terms of the agreement of merger
or consolidation if, immediately prior to such merger or consolidation,
Speaker had been the holder of record of the number and class of shares of
common stock equal to the number and class of shares as to which he would
be entitled under paragraph 2 hereof.

-3-
<PAGE>

exchange for 20/20 stock shall be validly issued, fully paid and non-assessable,
and (ii) such stock shall be free of restrictions on transferability imposed by
TLC other than the provisions of paragraph 8 hereof and the terms and conditions
of the Holdback Agreement (defined in paragraph 8), provided however, that,
subject to the provisions of paragraph 7 hereof and the terms and conditions of
the Registration Rights Agreement (defined in paragraph 7), such stock may be
subject to restrictions on transferability imposed by applicable law.

6. No Fractional Share or Scrip. No fractional shares or scrip
representing fractional shares shall be issued hereunder. Any fractional shares
shall be rounded to the nearest whole share such that fractions of .50 and
greater shall be rounded up to the next whole share and fractions of less than
.50 shall be rounded down.

7. Registration Rights Agreement. TLC acknowledges and agrees that the TLC
shares issuable to Speaker pursuant to this Agreement (a) shall be included as
part of the shares that are subject to that certain Registration Rights
Agreement dated concurrently herewith between TLC and the shareholders of 20/20
(the "Registration Rights Agreement"), and (b) shall be included in any
obligation of TLC to register shares of former 20/20 shareholders on the Toronto
Stock Exchange pursuant to the TLC Exchange Agreement.

8. Holdback Agreement. The parties acknowledge and agree that the TLC
shares to which Speaker may be entitled pursuant to this Agreement are subject
to the terms and conditions of that certain Holdback Agreement dated
concurrently herewith between TLC and the shareholders of 20/20 (the "Holdback
Agreement") and that any TLC shares issued to Speaker pursuant to this Agreement
shall be subject to the terms and conditions of the Holdback Agreement. In the
event TLC is entitled to indemnification under the Holdback Agreement prior to a
time that Speaker has exercised all of his Options, then the exchange ratio set
forth in paragraph 2 hereof shall be modified so that the number of TLC shares
that Speaker receives pursuant to this Agreement upon exercise of an Option
shall be adjusted so that upon the exercise of an Option, Speaker receives the
number and class of shares of stock or other securities to which Speaker would
have been entitled pursuant to the terms of the Holdback Agreement if,
immediately prior to the exercise of such Options, Speaker had been the holder
of record of the number and class of shares of common stock equal to the number
and class of shares as to which he would be entitled under paragraph 2 hereof.
Speaker acknowledges that he is an "Insider" for purposes of the Holdback
Agreement.

-4-
<PAGE>

Speaker to any voting rights or other rights as a shareholder of TLC with
respect to any shares that are the subject matter hereof prior to the exercise
of the Options as provided for herein. All notices required or permitted to be
given under this Agreement shall be in writing and shall be delivered in person,
by telecopy, by express courier or by certified mail, return receipt requested,
postage prepaid.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date first set forth above.

TLC:

TLC The Laser Center, Inc.

By: /s/ R.J. Kelly
----------------------------------
Ronald Kelly, Vice President

SPEAKER:

/s/ Mark Speaker, M.D.
----------------------------------
Mark Speaker, M.D.

Acknowledged and Agreed To:

20/20 Laser Centers, Inc.

By: /s/ Elizabeth A. Karmin
---------------------------

-5-

20/20 LASER CENTERS, INC.
STOCK OPTION AGREEMENT

20/20 Laser Centers, Inc. (the "Company") hereby grants to Eric D. Donnenfeld,
M.D. ("Optionee"), effective as of September 19, 1996, options (the "Options")
to purchase shares of common stock, $.0.01 par value, of the Company (the
"Option Shares") pursuant to (1) that certain letter agreement between the
Company and Optionee dated November 9, 1995 regarding Optionee's guaranty of the
Summit excimer laser purchased by the Company through DVI Financial (the "Laser
Agreement"), and (2) that certain letter agreement (the "MPSO Agreement") from
the Company to Optionee dated as of June 23, 1995 regarding Optionee's services
as a Medical Practice Site Organizer and a City Organizer in the New York
Metropolitan area (collectively, the "Service Agreements"). This Stock Option
Agreement is intended to formalize the Options that Optionee has earned pursuant
to the Service Agreements. The Options are subject to the terms and conditions
set forth below. Capitalized terms not defined herein shall have the meaning as
set forth in the Service Agreements.

1. Number of Option Shares: 115,000 shares (the "Option Shares")

2. Exercise Price: $0.01 per Option Share.

4. Method of Exercise; Payment.

5. Expiration of Options: The Options will expire on March 1, 1999. If
Optionee does not exercise the respective Options on or before such
expiration date set forth above, then the Options will be null and void.

6. Acknowledgments of Optionee: The Options granted pursuant to this Stock
Option Agreement are personal to the Optionee and, prior to exercising
such Options, may not be assigned or transferred to any other person
except by will or the laws of descent and distribution. The Optionee
acknowledges that he was informed that the Option Shares are not currently
registered under the Act. Even after the Options are exercised, unless the
Company has registered the Option Shares under the Act at that time, the
Option Shares may not be transferred or otherwise disposed of unless the
Option Shares are subsequently registered under the Act or an exemption
from such registration is available. The Optionee was informed that the
Company is under no obligation to register the Option Shares under the Act
or to comply with any other applicable exemption under the Act with
respect to the Option Shares. However, the undersigned is aware that the
Company has entered into a Share for Share Exchange Agreement (the "Share
Exchange Agreement") dated December 15, 1996 with TLC The Laser Center,
Inc. ("TLC") pursuant to which, if the transaction contemplated therein
closes, TLC will have obligations to register TLC shares held by the
Company's former shareholders under the circumstances described in the
Share Exchange Agreement and other documents referenced therein. The
undersigned will not sell or otherwise transfer the Option Shares, except
by will or the laws of descent and distribution or except when such sale
or transfer is made in compliance with the Act and all applicable federal,
state and local laws. The Optionee accepts the Options described herein in
full satisfaction of all stock options and rights to receive any stock
compensation under the Service Agreements.

representation letters and legal opinions reasonably satisfactory to the
Company, if required by the Company). The Options Shares granted upon
exercise of this the Options shall be imprinted with a legend in
substantially the following form:

8. Adjustment of Option Shares and Change in Capital Structure

and class of shares of Common Stock then reserved that number and
class of shares of Common Stock that would have been received by the
owner of an equal number of outstanding shares of each class of
Common Stock as the result of the event requiring the adjustment.

c. After a merger of one or more corporations with the Company or after
a consolidation of the Company and one or more corporations, or the
sale of all or substantially all of the Company's assets in a
transaction where holders of the Common Stock of the Company shall
be entitled to receive securities in exchange for their Common
Stock, Optionee shall, at no additional cost, be entitled upon
exercise of such Option to receive (subject to any required action
by stockholders) in lieu of the number and class of shares as to
which such Option shall then be so exercisable, the number and class
of shares of stock or other securities to which Optionee would have
been entitled pursuant to the terms of the agreement of merger or
consolidation if, immediately prior to such merger or consolidation,
Optionee had been the holder of record of the number and class of
shares of Common Stock equal to the number and class of shares as to
which such Option shall be so exercised.

11. Registry. The Company shall maintain a registry showing the name and
address of the registered Optionee of this Stock Option Agreement.

12. Miscellaneous. This Stock Option Agreement shall be governed by and
construed under the laws of the State of Maryland. The titles of the
sections and subsections of this Stock Option Agreement are for
convenience only and are not to be considered in construing this Stock
Option Agreement. All pronouns used in this Stock Option Agreement shall
be deemed to include masculine, feminine or neuter forms. This Stock
Option Agreement does not entitle the Optionee to any voting rights or
other rights as a shareholder of the Company prior to the exercise of the
Optionee's rights to purchase Common Stock as provided for herein. All
notices required or permitted to be given under this Stock Option
Agreement shall be in writing and shall be delivered in person, by
telecopy, by express courier or by certified mail, return receipt
requested, postage prepaid.

The Company, by its duly authorized officer, agrees to the terms and conditions
of this Stock Option Agreement.

ATTEST: 20/20 LASER CENTERS, INC.

By: /s/ Elizabeth A. Karmin By: /s/ Gary F. Jonas
------------------------- -------------------------------------
Secretary President and CEO

The Optionee accepts the Options subject to the terms and conditions of this
Stock Option Agreement and the MPSO Agreement.

WITNESS: OPTIONEE:

/s/ Eric D. Donnenfeld
- ---------------------- -------------------------------------
Eric D. Donnenfeld, M.D.
<PAGE>

APPENDIX A
NOTICE OF EXERICISE

TO: 20/20 Laser Centers, Inc.
6701 Democracy Boulevard; Suite 200
Bethesda, Maryland 20817

5. Please issue a certificate or certificates representing such shares of the
Common Stock in the name of the undersigned or in such other name as is
specified below.

-------------------------
(Name)

-------------------------
(Address)

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

-------------------------
Taxpayer ID #

- ----------------------------- -------------------------
(Date) (Signature)

STOCK EXCHANGE AGREEMENT

RECITALS

WHEREAS, Donnenfeld is a shareholder of 20/20 Laser Centers, Inc., a
Maryland corporation ("20/20") as well as a holder of certain options to
purchase stock in 20/20 (the "Options"), pursuant to that certain Stock Option
Agreement between 20/20 and Donnenfeld dated as of August 1, 1996 (the "Option
Agreement").

WHEREAS, Donnenfeld received his Options in consideration of personal
services provided to 20/20 pursuant to that certain (a) letter of agreement
dated June 23, 1995 (the "City Organizer Agreement") describing Donnenfeld's
responsibilities and compensation in connection with being an M.D. City
Organizer in the New York Metropolitan area, and (b) that certain Team Surgeon
Agreement dated June 23, 1995 among Speaker, 20/20, and 20/20 Laser Vision
Correction Associates, P.C. (the "Team Surgeon Agreement"). The City Organizer
Agreement and the Team Surgeon Agreement shall be referred to herein
collectively as the "Services Agreements".

WHEREAS, it is in the best interests of 20/20 and TLC that Donnenfeld
continue to provide his personal services under the existing Services
Agreements.

WHEREAS, Donnenfeld is willing to continue to provide services pursuant to
the terms and conditions of the existing Service Agreements so long as TLC
enters into this agreement concerning the exchange of shares at the time
Donnenfeld exercises his outstanding options to purchase shares of 20/20, and
TLC is willing to do so on the terms and conditions set forth below.

-1-
<PAGE>

NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree to the following terms:

1. Ratification of Services Agreements. The parties hereto ratify and
confirm the Services Agreements and acknowledge that they are in full force and
effect.

2. Share Exchange. In the event Donnenfeld exercises his options to
purchase 20/20 stock pursuant to the Option Agreement on or before March 1,
1999, then promptly after the exercise of such option, TLC agrees to issue TLC
stock in exchange for the 20/20 stock purchased by Donnenfeld, at an exchange
ratio of .37517 shares of TLC stock for each share of 20/20 stock and Donnenfeld
agrees to accept such exchange of TLC stock, subject to the provisions of
paragraphs 4 and 8 below. In the event any Options are not exercised on or
before March 1, 1999, then the obligations of TLC and Donnenfeld under this
paragraph 2 shall be null and void with respect to such Options.

3. Continuance of Services Agreements. Donnenfeld agrees not to give
notice of termination of his Services Agreements with 20/20 prior to the earlier
to occur of (i) the closing of the TLC stock exchange pursuant to the TLC
Exchange Agreement, or (ii) the termination of the TLC Exchange Agreement.

4. Adjustment of Option Shares and Change in Capital Structure.

b. If TLC shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of the common stock
outstanding, without receiving compensation therefor in money, services or
property, then (1) the number, class, and per share price of shares of
common stock to be exchanged hereunder shall be appropriately adjusted in
such a manner as to entitle Donnenfeld to receive upon exercise of an
Option, for the same aggregate cash consideration, the same total number
and class of shares as he would have received had Donnenfeld exercised his
Option in full immediately prior to the event requiring the adjustment;

-2-
<PAGE>

and (2) the number and class of shares then reserved for issuance
hereunder as a result of Options outstanding shall be adjusted by
substituting for the total number and class of shares of common stock then
reserved that number and class of shares of common stock that would have
been received by the owner of an equal number of outstanding shares of
each class of common stock as the result of the event requiring the
adjustment.

c. After a merger of one or more corporations with TLC or after a
consolidation of TLC and one or more corporations, Donnenfeld shall, at no
additional cost, be entitled upon exercise of an Option to receive
pursuant to this Agreement in lieu of the number and class of shares as to
which he would be entitled to exchange pursuant to paragraph 2 hereof, the
number and class of shares of stock or other securities to which
Donnenfeld would have been entitled pursuant to the terms of the agreement
of merger or consolidation if, immediately prior to such merger or
consolidation, Donnenfeld had been the holder of record of the number and
class of shares of common stock equal to the number and class of shares as
to which he would be entitled under paragraph 2 hereof.

5. Authorization and Reservation of Shares. During the term of this
Agreement, TLC will at all times have authorized and reserved a sufficient
number of shares of its common stock to provide for the rights to exchange as
provided for herein. TLC represents and warrants that (i) all stock issued to
Donnenfeld in exchange for 20/20 stock shall be validly issued, fully paid and
non-assessable, and (ii) such stock shall be free of restrictions on
transferability imposed by TLC other than the provisions of paragraph 8 hereof
and the terms and conditions of the Holdback Agreement (defined in paragraph 8),
provided however, that, subject to the provisions of paragraph 7 hereof and the
terms and conditions of the

-3-
<PAGE>

Registration Rights Agreement (defined in paragraph 7), such stock may be
subject to restrictions on transferability imposed by applicable law.

7. Registration Rights Agreement. TLC acknowledges and agrees that the TLC
shares issuable to Donnenfeld pursuant to this Agreement (a) shall be included
as part of the shares that are subject to that certain Registration Rights
Agreement dated concurrently herewith between TLC and the shareholders of 20/20
(the "Registration Rights Agreement"), and (b) shall be included in any
obligation of TLC to register shares of former 20/20 shareholders on the Toronto
Stock Exchange pursuant to the TLC Exchange Agreement.

8. Holdback Agreement. The parties acknowledge and agree that the TLC
shares to which Donnenfeld may be entitled pursuant to this Agreement are
subject to the terms and conditions of that certain Holdback Agreement dated
concurrently herewith between TLC and the shareholders of 20/20 (the "Holdback
Agreement") and that any TLC shares issued to Donnenfeld pursuant to this
Agreement shall be subject to the terms and conditions of the Holdback
Agreement. In the event TLC is entitled to indemnification under the Holdback
Agreement prior to a time that Donnenfeld has exercised all of his Options, then
the exchange ratio set forth in paragraph 2 hereof shall be modified so that the
number of TLC shares that Donnenfeld receives pursuant to this Agreement upon
exercise of an Option shall be adjusted so that upon the exercise of an Option,
Donnenfeld receives the number and class of shares of stock or other securities
to which Donnenfeld would have been entitled pursuant to the terms of the
Holdback Agreement if, immediately prior to the exercise of such Options,
Donnenfeld had been the holder of record of the number and class of shares of
common stock equal to the number and class of shares as to which he would be
entitled under paragraph 2 hereof.

-4-
<PAGE>

Donnenfeld to any voting rights or other rights as a shareholder of TLC with
respect to any shares that are the subject matter hereof prior to the exercise
of the Options as provided for herein. All notices required or permitted to be
given under this Agreement shall be in writing and shall be delivered in person,
by telecopy, by express courier or by certified mail, return receipt requested,
postage prepaid.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date first set forth above.

TLC:

TLC The Laser Center, Inc.

By: /s/ R.J. Kelly
----------------------------------
Ronald Kelly, Vice President

DONNENFELD:

/s/ Eric Donnenfeld, M.D.
----------------------------------
Eric Donnenfeld, M.D.

Acknowledged and Agreed To:

20/20 Laser Centers, Inc.

By: /s/ Elizabeth A. Karmin
-------------------------

20/20 LASER CENTERS, INC.
STOCK OPTION AGREEMENT

20/20 Laser Centers, Inc. (the "Company") hereby grants to J. James Thimons,
O.D. ("Optionee"), effective as of September 19, 1996, options (the "Options")
to purchase shares of common stock, $.0.01 par value, of the Company (the
"Option Shares") pursuant to that certain letter agreement between the Company
and Optionee dated as of September 9, 1996 regarding Optionee's services as an
O.D. City Organizer (the "Service Agreement"). This Stock Option Agreement is
intended to formalize the Options that Optionee has earned pursuant to the
Service Agreement. The Options are subject to the terms and conditions set forth
below and in the Service Agreement, which are incorporated herein by reference
and made a part hereof. Capitalized terms not defined herein shall have the
meaning as set forth in the Service Agreement.

1. Number of Option Shares: 65,000 shares (the "Option Shares")

2. Exercise Price: $0.01 per Option Share.

4. Method of Exercise; Payment.

Company shall return the Stock Option Agreement to the Optionee,
together with a written notice indicating the aggregate number of
shares acquired upon the current and all prior exercises of the
Options.

8. Adjustment of Option Shares and Change in Capital Structure

c. After a merger of one or more corporations with the Company or after
a consolidation of the Company and one or more
<PAGE>

11. Registry. The Company shall maintain a registry showing the name and
address of the registered Optionee of this Stock Option Agreement.

12. Miscellaneous. This Stock Option Agreement shall be governed by and
construed under the laws of the State of Maryland. The titles of the
<PAGE>

The Company, by its duly authorized officer, agrees to the terms and conditions
of this Stock Option Agreement.

ATTEST: 20/20 LASER CENTERS, INC.

By: /s/ Karen Levy By: /s/ Elizabeth A. Karmin
--------------------- ----------------------------------------
Assistant Secretary Senior Vice President

The Optionee accepts the Options subject to the terms and conditions of this
Stock Option Agreement and the Services Agreement.

WITNESS: OPTIONEE:

/s/ J. James Thimons
- ------------------ ----------------------------------------
J. James Thimons, O.D.
<PAGE>

APPENDIX A
NOTICE OF EXERICISE

TO: 20/20 Laser Centers, Inc.
6701 Democracy Boulevard; Suite 200
Bethesda, Maryland 20817

5. Please issue a certificate or certificates representing such shares of the
Common Stock in the name of the undersigned or in such other name as is
specified below.

-------------------------
(Name)

-------------------------
(Address)

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

-------------------------
Taxpayer ID #

- ----------------------------- -------------------------
(Date) (Signature)

STOCK EXCHANGE AGREEMENT

RECITALS

WHEREAS, Thimons is a shareholder of 20/20 Laser Centers, Inc., a Maryland
corporation ("20/20") as well as a holder of certain options to purchase stock
in 20/20 (the "Options"), pursuant to that certain Stock Option Agreement
between 20/20 and Thimons dated as of August 1, 1996 (the "Option Agreement").

WHEREAS, Thimons received his Options in consideration of personal
services provided to 20/20 pursuant to that certain letter of agreement dated
September 9, 1996 (the "City Organizer Agreement") describing Thimons's
responsibilities and compensation in connection with being an O.D. City
Organizer in the New York Metropolitan area. In addition, Thimons is a party to
that certain Team Optometrist Agreement dated September 23, 1996 among Thimons,
20/20, and 20/20 Laser Vision Correction Associates, P.C. (the "Team Optometrist
Agreement"). The City Organizer Agreement and the Team Optometrist Agreement
shall be referred to herein collectively as the "Services Agreements".

WHEREAS, it is in the best interests of 20/20 and TLC that Thimons
continue to provide his personal services under the existing Services
Agreements.

WHEREAS, Thimons is willing to continue to provide services pursuant to
the terms and conditions of the existing Service Agreements so long as TLC
enters into this agreement concerning the exchange of shares at the time Thimons
exercises his outstanding options to purchase shares of 20/20, and TLC is
willing to do so on the terms and conditions set forth below.

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<PAGE>

NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree to the following terms:

1. Ratification of Services Agreements. The parties hereto ratify and
confirm the Services Agreements and acknowledge that they are in full force and
effect.

2. Share Exchange. In the event Thimons exercises his options to purchase
20/20 stock pursuant to the Option Agreement on or before March 1, 1999, then
promptly after the exercise of such option, TLC agrees to issue TLC stock in
exchange for the 20/20 stock purchased by Thimons, at an exchange ratio of
.37517 shares of TLC stock for each share of 20/20 stock and Thimons agrees to
accept such exchange of TLC stock, subject to the provisions of paragraphs 4 and
8 below. In the event any Options are not exercised on or before March 1, 1999,
then the obligations of TLC and Thimons under this paragraph 2 shall be null and
void with respect to such Options.

3. Continuance of Services Agreements. Thimons agrees not to give notice
of termination of his Services Agreements with 20/20 prior to the earlier to
occur of (i) the closing of the TLC stock exchange pursuant to the TLC Exchange
Agreement, or (ii) the termination of the TLC Exchange Agreement.

4. Adjustment of Option Shares and Change in Capital Structure.

b. If TLC shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of the common stock
outstanding, without receiving compensation therefor in money, services or
property, then (1) the number, class, and per share price of shares of
common stock to be exchanged hereunder shall be appropriately adjusted in
such a manner as to entitle Thimons to receive upon exercise of an Option,
for the same aggregate cash consideration, the same total number and class
of shares as he would have received had Thimons exercised his Option in
full immediately prior to the event requiring the adjustment; and

-2-
<PAGE>

(2) the number and class of shares then reserved for issuance hereunder as
a result of Options outstanding shall be adjusted by substituting for the
total number and class of shares of common stock then reserved that number
and class of shares of common stock that would have been received by the
owner of an equal number of outstanding shares of each class of common
stock as the result of the event requiring the adjustment.

c. After a merger of one or more corporations with TLC or after a
consolidation of TLC and one or more corporations, Thimons shall, at no
additional cost, be entitled upon exercise of an Option to receive
pursuant to this Agreement in lieu of the number and class of shares as to
which he would be entitled to exchange pursuant to paragraph 2 hereof, the
number and class of shares of stock or other securities to which Thimons
would have been entitled pursuant to the terms of the agreement of merger
or consolidation if, immediately prior to such merger or consolidation,
Thimons had been the holder of record of the number and class of shares of
common stock equal to the number and class of shares as to which he would
be entitled under paragraph 2 hereof.

5. Authorization and Reservation of Shares. During the term of this
Agreement, TLC will at all times have authorized and reserved a sufficient
number of shares of its common stock to provide for the rights to exchange as
provided for herein. TLC represents and warrants that (i) all stock issued to
Thimons in exchange for 20/20 stock shall be validly issued, fully paid and
non-assessable, and (ii) such stock shall be free of restrictions on
transferability imposed by TLC other than the provisions of paragraph 8 hereof
and the terms and conditions of the Holdback Agreement (defined in paragraph 8),
provided however, that, subject to the provisions of paragraph 7 hereof and the
terms and conditions of the

-3-
<PAGE>

Registration Rights Agreement (defined in paragraph 7), such stock may be
subject to restrictions on transferability imposed by applicable law..

7. Registration Rights Agreement. TLC acknowledges and agrees that the TLC
shares issuable to Thimons pursuant to this Agreement (a) shall be included as
part of the shares that are subject to that certain Registration Rights
Agreement dated concurrently herewith between TLC and the shareholders of 20/20
(the "Registration Rights Agreement"), and (b) shall be included in any
obligation of TLC to register shares of former 20/20 shareholders on the Toronto
Stock Exchange pursuant to the TLC Exchange Agreement.

8. Holdback Agreement. The parties acknowledge and agree that the TLC
shares to which Thimons may be entitled pursuant to this Agreement are subject
to the terms and conditions of that certain Holdback Agreement dated
concurrently herewith between TLC and the shareholders of 20/20 (the "Holdback
Agreement") and that any TLC shares issued to Thimons pursuant to this Agreement
shall be subject to the terms and conditions of the Holdback Agreement. In the
event TLC is entitled to indemnification under the Holdback Agreement prior to a
time that Thimons has exercised all of his Options, then the exchange ratio set
forth in paragraph 2 hereof shall be modified so that the number of TLC shares
that Thimons receives pursuant to this Agreement upon exercise of an Option
shall be adjusted so that upon the exercise of an Option, Thimons receives the
number and class of shares of stock or other securities to which Thimons would
have been entitled pursuant to the terms of the Holdback Agreement if,
immediately prior to the exercise of such Options, Thimons had been the holder
of record of the number and class of shares of common stock equal to the number
and class of shares as to which he would be entitled under paragraph 2 hereof.
Thimons acknowledges that he is an "Insider" for purposes of the Holdback
Agreement.

9. Miscellaneous. This Agreement shall be governed by and construed under
the laws of the State of Maryland. The titles of the sections and subsections of
this Agreement are for convenience only and are not to be considered in
construing this Agreement. This Agreement does not entitle Thimons to any voting
rights or other rights as a shareholder of TLC with respect to any shares that
are the subject matter hereof prior to the exercise of the Options as provided
for herein. All notices required or permitted to be given under

-4-
<PAGE>

this Agreement shall be in writing and shall be delivered in person, by
telecopy, by express courier or by certified mail, return receipt requested,
postage prepaid.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date first set forth above.

TLC:

TLC The Laser Center, Inc.

By: /s/ R.J. Kelly
----------------------------------
Ronald Kelly, Vice President

THIMONS:

/s/ J. James Thimons
----------------------------------
J. James Thimons, O.D.

Acknowledged and Agreed To:

20/20 Laser Centers, Inc.

By: /s/ Elizabeth A. Karmin
-------------------------

-5-

Toronto Stock Exchange
March 4, 1998
Page #

September 1, 1998

The Board of Directors
TLC The Laser Center Inc.
5600 Explorer Drive, Suite 301
Mississauga, Ontario L4W 4Y2

Dear Sirs:

Re: TLC The Laser Center Inc.: 20/20 Laser Centers, Inc. Stock Option Plan and
Individual Stock Option Agreements

I am in-house General Counsel for TLC The Laser Center Inc. (the
"Company") with respect to the Company's Registration Statement on Form S-8,
filed by the Company with the U.S. Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of 584,668 common shares of the Company, no par value (the
"Shares"). The Shares will be issued by the Company upon the exercise of certain
stock option agreements under the 20/20 Laser Centers, Inc. 1995 Stock Option
Plan and other individual stock option agreements (the "Stock Option
Agreements").

As counsel to the Company, I have examined the Company's Certificate and
Articles of Incorporation, as amended, and such records, certificates and other
documents of the Company, as I have considered necessary or appropriate for the
purpose of this opinion.

I assume that, prior to the issuance of any Shares to which the
Registration Statement relates, appropriate action will be taken to register and
qualify such Shares for sale, to the extent necessary, under any state
securities laws.

My opinions are limited to the laws of the Province of Ontario, including
the federal laws applicable therein, in each case as in effect on the date
hereof. Based upon and subject to the foregoing, I am of the opinion that the
584,668 Shares issuable upon the exercise of options granted under Stock Option
Agreements, when issued or delivered and paid for in accordance with the terms
of the Stock Option Agreements, will be validly issued, fully paid and
non-assessable shares.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to this opinion in the Registration
Statement. In giving this consent, I do not hereby admit that I come within the
category of persons whose consent is required under section 7 of the Act, or the
General Rules and Regulations thereunder.

Yours very truly,

/s/ Ronald J. Kelly
--------------------
Ronald J. Kelly

Consent of Independent Chartered Accountants

We consent to the incorporation by reference in the Registration Statement
on Form S-8 (filed with the SEC on September 3, 1998) of TLC The Laser Center
Inc. of our report dated July 15, 1998, included in the 1998 Annual Report (Form
10-K) of TLC The Laser Center Inc.

Toronto, Canada /s/ Ernst & Young

September 3, 1998 Chartered Accountants