VISION HEALTH CARE INC, 424B3, 1996-08-02

VISION HEALTH CARE INC
424B3, 1996-08-02
HOSPITAL & MEDICAL SERVICE PLANS

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Filed pursuant to Rule 424(b)(3)
Registration No. 333-3530

PROSPECTUS

504,000 Shares
Vision Health Care, Inc.
Common Stock

Vision Health Care, Inc. (the "Company") is offering to sell up to 504,000
shares of its common stock (the "Common Stock"). Prior to this offering
(the "Offering"), the Common Stock has not been traded, and no trading
market for such stock is expected to develop in the future. The initial
subscription period expires at 5:00 p.m. Eastern Standard Time on
October 31, 1996, unless such time is extended by the Company.

The Company was formed in May 1995 as a for-profit Florida corporation for
the purpose of acquiring substantially all of the assets of Vision Care,
Inc. ("VCI"), a non-stock, not-for-profit Florida corporation engaged in
the management, administration and provision of prepaid vision care
service plans in Florida.

There has been no trading market for the Company's Common Stock prior to
this Offering, and it is unlikely that a trading market for such stock
will develop in the future. Prospective investors should be aware of the
potential long-term nature of an investment in the Common Stock. In
addition, the stock will be subject to certain transfer restrictions that
could prevent a shareholder from liquidating his or her investment in the
Company. See "Description of Capital Stock -- Transfer Restrictions." As
a result of the transfer restrictions and there being no trading market,
the ability of investors to sell their shares may be very limited.
Accordingly, prospective investors will be required to make certain
representations and warranties with respect to their financial condition
and ability to bear the risk of an investment in the Company. See "Plan
of Distribution."

See "Risk Factors" on pages 8 to 12 for a discussion of certain other
material factors that should be considered in connection with an
investment in the Common Stock offered hereby.

______________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Underwriting
Price to Discount and Proceeds to
Public Commissions(1) Company(2)

Per Share . . . . . $ 10.00 $ -0- $ 10.00

Total Minimum(3) . . $2,500,000 $ -0- $2,500,000

Total Maximum(4) . . $5,040,000 $ -0- $5,040,000

(1) The Common Stock will be sold by the Company, and no underwriting
discounts or commissions will be paid. No sales commissions or other
compensation will be paid to directors, officers or employees of the
Company in connection with this Offering.
(2) Before deducting expenses payable by the Company, estimated to be
$60,000.
(3) Assumes the purchase of 250,000 shares of Common Stock, the minimum
number offered hereby.
(4) Assumes the purchase of all 504,000 shares of Common Stock offered
hereby.
______________________________

This Offering is being made on a "best efforts" basis by the Company.
Funds received upon subscription for shares offered hereby will be held in
an escrow account at Compass Bank, Jacksonville, Florida (the "Escrow
Agent"), pending sale of no fewer than 250,000 shares and the satisfaction
of certain other conditions. Subscriptions may not be modified or revoked
once received by the Company, without the Company's written consent. If
subscriptions for 250,000 shares have not been received by October 31,
1996 (unless the Company extends such time 60 days to a date not later
than December 31, 1996) and/or the other conditions to breaking escrow
have not been satisfied, no shares will be sold and the Offering will
terminate. In such event, the Escrow Agent will promptly return all
subscription funds, with interest. See "Plan of Distribution" for an
explanation of what the Company will do if the initial subscription period
is extended or the Offering is oversubscribed. Certificates representing
shares of Common Stock purchased pursuant to this Offering will be mailed
to subscribers as soon as practicable.

The date of this Prospectus is July 22, 1996.

<PAGE>
AVAILABLE INFORMATION

The Company has filed a registration statement on Form S-1 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Act"), with respect to the shares of Common Stock offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does
not contain all the information set forth in the Registration Statement,
certain items of which are contained in schedules and exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. For further information pertaining to the Company and the
Common Stock, reference is made to the Registration Statement and the
schedules and exhibits thereto, which may be inspected without charge at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of which may also be obtained from the Commission at prescribed
rates. The Commission also maintains a Web site that contains reports,
proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of
such Web site is http://www.sec.gov.

The Company intends to furnish holders of the Common Stock offered
hereby with annual reports containing financial statements audited by an
independent public accounting firm.

PROSPECTUS SUMMARY

The following is a summary of certain information contained elsewhere
in this Prospectus. Reference is made to, and this summary is qualified
in its entirety by, the more detailed information and financial
statements, including the notes thereto, contained elsewhere in this
Prospectus. Except where otherwise indicated, all share and per share
data in this Prospectus have been adjusted to reflect a stock split of
1.75 shares for each share of Common Stock effective as of March 15, 1996.

The Company

Vision Care, Inc. ("VCI") was formed as a non-stock, not-for-profit
Florida corporation in 1968 to engage in the management, administration
and provision of prepaid vision care services in Florida and is now the
largest prepaid vision care service provider in Florida. With ever
increasing emphasis being placed on cost containment and the efficient
delivery of health services, a group of officers and directors of VCI
determined that VCI's business could be best furthered through a for-
profit enterprise. Such officers and directors concluded that the most
effective way to respond to those competitive pressures was to emphasize
cost-effective access to health care, build on VCI's reputation for
delivering vision health care services efficiently and effectively, and to
expand services. The ability to achieve these goals is significantly
enhanced by a for-profit corporate structure which provides a corporation
with flexibility that a not-for-profit entity does not have, including,
among other things, the ability to raise capital through stock offerings.
As a result, Vision Health Care, Inc. (the "Company") was formed in May
1995 as a for-profit Florida corporation for the purpose of purchasing
substantially all of the assets of VCI. The Company and VCI entered into
a purchase agreement in March 1996, which was negotiated on behalf of VCI
by a special committee whose members are neither officers, directors nor
shareholders of the Company. The proceeds of the Offering (together with
borrowed funds, if necessary) will be used to pay the purchase price of
VCI's assets at a price equal to their appraised value as of year-end 1995
($5 million), plus any increase or decrease in VCI's book value through
the end of the calendar month immediately preceding the closing. As of
April 30, 1996, there was an increase in VCI's book value of $334,668. As
a result, had the closing occurred in May 1996, the purchase price would
have been $5,334,668. There is no limit on the amount of the book value
adjustments to the purchase price. The closing, which is subject to
consummation of the Offering, receipt of all applicable regulatory
approvals and the satisfaction of certain other conditions, is expected to
take place on or about September 30, 1996. Following the closing, the
Company, which anticipates hiring all of VCI's existing employees, will
continue VCI's business as a for-profit enterprise.

VCI's prepaid vision care plans, which offer specified services and
products at predetermined prices (the "Plans"), are offered under the name
"VSP" under license from Vision Service Plan, formally known as California
Vision Service ("Vision Service Plan"), which operates directly or through
license arrangements in other states, or under VCI's internally developed
program known as Primary Plus, which is targeted at health maintenance
organizations ("HMOs"). VCI contracts with public and private employers,
HMOs, preferred provider organizations ("PPOs"), health insurance
carriers, self-insured corporations, unions and other associations
(collectively, the "Sponsors") to provide prepaid group vision care
services to members, clients or employees of the Sponsors who choose to
participate in a Plan (the "Participants"). Under agreements with Plan
Sponsors, VCI is paid a fixed fee for each Participant which entitles
Participants to obtain eye health examinations and corrective lenses and
frames through VCI's network of more than 1,000 eye care specialists for
no additional payment, unless there is a deductible or a required co-
payment. The vast majority of VCI's contracts with its Sponsors are
assignable by VCI without the consent of the Sponsor which will enable the
Company to continue services to current Sponsors. In those few cases
where Sponsors must approve the assignment, the Company does not
anticipate any problem in obtaining such approvals because it believes
that VCI has developed loyal relationships with its Sponsors by providing
the Sponsors' employees, members and clients with quality vision care
products and services.

Substantially all of VCI's revenues are derived from the Plans
offered under the "Vision Service Plan" or "VSP" names pursuant to VCI's
license agreement with Vision Service Plan, the largest vision care
network in the United States. Under the license agreement, VCI also
receives revenues for providing reciprocal services through its network of
licensed doctors of optometry or ophthalmology (the "Providers") to
participants in other VSP plans who happen to reside in Florida, but whose
sponsors are based outside the state. VSP Plan prepaid and reciprocal
program revenues (net of claim costs) accounted for approximately 87.2%
and 1.5%, respectively, of VCI's revenues in 1995. Vision Service Plan
has notified VCI that it intends to terminate the license agreement at the
end of 1997. While the reason for the notification was not disclosed by
Vision Service Plan, VCI has advised that it believes Vision Service Plan
is considering offering vision care service plans directly in Florida. If
the Company is not successful in negotiating a continuation of the
agreement, such termination is likely to have a material adverse effect on
the Company, if it is not successful in transferring Sponsors to non-VSP
Plans. See "Risk Factors -- Possible Termination of Vision Service Plan
License Agreement."

Primary Plus was created by VCI in 1993 to take advantage of the
additional revenue potential generated by the shift in emphasis in health
care to HMOs and managed care. It serves as a proprietary vehicle for
Plans marketed to HMOs, which generally use Providers who traditionally
have not been panel Providers under the VSP Plans. Primary Plus Plans
include surgical and medical eye care as well as routine eye examinations,
eyeglasses and contact lenses. While revenues from VCI's Primary Plus
products have grown from $22,000 in 1993 to $900,000 in 1995, they
accounted for less than 6% of VCI's total revenues in 1995. Revenues
generated from Primary Plus Plans are lower than those generated from VSP
Plans due to the competitive nature of the managed care market and the
less expensive benefit packages offered to Primary Plus Participants.
Primary Plus is able to compete in this market by directing patient volume
to Providers who are willing to accept lower reimbursements and
negotiating competitive lab arrangements that lower Primary Plus'
corresponding expense levels.

The Company believes current market conditions in vision care favor
companies which provide meaningful cost containment to the buyer and that
there are significant niches within each market offering attractive
opportunities for companies which are responsive to consumer demand for
affordable vision care. To take advantage of these market conditions, the
Company's business strategy will be to emphasize cost effective access to
health care, build on VCI's managed care reputation and capabilities, and
expand VCI's lines of products and services.

The Offering

Common Stock offered hereby . . . . . . . . 504,000 Shares
Common Stock to be outstanding after
the Offering . . . . . . . . . . . . . . 630,000 Shares(1)
Use of proceeds by the Company . . . . . . To purchase substantially
all of VCI's assets.
_______________

(1) Assumes the sale of all 504,000 shares offered hereby. Excludes
157,500 shares reserved for issuance under the Company's Stock
Option Plan, of which 131,906 shares are subject to outstanding
options (with a term of 10 years and an exercise price of $.29
per share) as of the date of this Prospectus. See "Management --
Option Plan."

Summary Selected Financial and Operating Data

The following table sets forth selected financial information (A) on
a pro forma basis for the Company for the year ended December 31, 1995,
and the three months ended March 31, 1996, and (B) on a historical basis
for VCI for the five years ended December 31, 1995, and the three months
ended March 31, 1996. The financial information for the years ended
December 31, 1995, December 31, 1994, and December 31, 1993 have been
derived from VCI's financial statements for such years, which have been
prepared in accordance with generally accepted accounting principles and
audited by Dwight Darby & Company, independent certified public
accountants, and are included elsewhere in this Prospectus. The financial
information for the years ended December 31, 1992 and December 31, 1991
have been computed from VCI's financial statements for such years, which
were prepared in accordance with statutory accounting principles
promulgated by the Florida Department of Insurance and audited by Dwight
Darby & Company, and which are not included in this Prospectus. The
amounts presented in the financial information for the years ended
December 31, 1992 and December 31, 1991 would not have been significantly
different if prepared under generally accepted accounting principles. The
information should be read in conjunction with (i) the financial
statements and notes, and (ii) Management's Discussion and Analysis of
Financial Condition and Results of Operations, which are included
elsewhere in this Prospectus. Pro forma operating information is
presented as if the acquisition of VCI's business and the Offering had
occurred on January 1, 1996, and January 1, 1995, for the pro forma
periods ended March 31, 1996, and December 31, 1995, respectively. The
pro forma balance sheet data is presented as if these transactions had
occurred on March 31, 1996. The pro forma information incorporates
certain assumptions that are included in the notes to the pro forma
financial statements included elsewhere in this Prospectus. The pro forma
information does not purport to represent what the Company's financial
position or results of operations would actually have been if these
transactions had, in fact, occurred on the dates indicated, or to project
the Company's financial position or results of operations at any future
date or for any future period.

<TABLE>
<CAPTION>
Three Months Ended
March 31, Year Ended December 31,
Pro VCI Pro
Forma Historical Forma Vision Care, Inc. Historical
1996(1) 1996 1995(1) 1995 1994 1993 1992 1991
(Dollars in thousands, except per share and other data)

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Income Data:
Prepaid programs revenues $ 3,965 $ 3,965 $13,449 $13,449 $11,960 $10,097 $ 8,248 $ 6,778
Total revenues 4,622 4,679 15,249 15,424 13,237 11,045 8,988 7,388
Cost of benefits provided 2,923 2,923 10,681 10,681 8,355 7,356 6,100 5,270
General and administrative
expenses 1,272 1,268 4,036 4,032 2,870 2,282 1,872 1,490
Net income (loss) 348 443 (3,838)(3) (3,523)(3) 2,393 1,800 1,417 1,120
Pro forma net income(2) 217 276 (2,395)(3) (2,198)(3) 1,492 1,123 884 699
Pro forma net income per
common share(2) $ 0.53 n/a $(5.90)(3)
Weighted average shares
outstanding(4)
406,000 0 406,000
Other Data:
Number of Sponsors 492 492 494 494 423 371 296 252
Number of Participants 523,600 523,600 513,000 513,000 416,400 348,978 275,175 229,728

<CAPTION>
March 31, December 31,
Pro VCI
Forma Historical Vision Care, Inc. Historical
1996(1) 1996 1995 1994 1993 1992 1991
(Dollars in thousands)

<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and investments $ 6,100 $ 9,833 $ 9,772 $ 7,827 $ 6,215 $ 4,416 $ 2,743
Total assets 9,889 13,365 12,698 10,585 7,923 5,890 3,835
Professional fees
refundable 2,000(5) 5,157 5,129 0 0 0 0
Liability for outstanding
claims 2,328 2,328 2,192 1,785 1,671 1,445 886
Debt payable 2,500 0 0 0 0 0 0
Equity(6) 2,524 5,352 4,908 8,369 6,038 4,238 2,821
<FN>
______________
(1) Assumes the sale of the minimum 250,000 shares of Common Stock offered hereby and the application of the net
proceeds therefrom, which are estimated to be approximately $2.4 million (after deducting estimated offering
expenses), and the net proceeds of a $2.5 million loan bearing interest at an annual rate of 5.49% with interest
payable monthly and principal due in twelve months.
(2) VCI is a not-for-profit corporation for federal and state income tax purposes. The pro forma information has been
computed as if VCI were subject to federal and state income taxes for all periods presented, based on the tax laws
in effect during the respective periods.
(3) The loss reflects a one time expense in 1995 of professional fees withheld in prior years of $4,085,542 of which
approximately $3.1 million is to be refunded in 1996. See notes 7 and 13 of the notes to VCI's auditied financial
statements. Had this expense not been incurred in 1995, pro forma net income for the pro forma period ended December
31, 1995 would have been $154,000 ($.38 per share) and VCI's historical pro forma net income for the period ended
December 31, 1995 would have been $350,858.
(4) Weighted average number of shares has been computed using the treasury stock method which includes dilutive common
stock equivalents as if outstanding during the respective periods.
(5) Reflects anticipated payment of $3.1 million to be made prior to the closing of the Offering.
(6) Historical amounts for VCI, which is a not-for-profit corporation, represent net assets rather than shareholders'
equity.
</TABLE>

RISK FACTORS

The securities offered hereby are speculative and involve a
significant degree of risk. Accordingly, prospective investors should
carefully consider the following information in conjunction with the other
information contained in this Prospectus before purchasing shares of
Common Stock in the Offering.

Possible Termination of Vision Service Plan License Agreement

In 1988, VCI and Vision Service Plan, a not-for-profit corporation
based in Rancho Cordova, California, entered into a license agreement (the
"License Agreement"), pursuant to which Vision Service Plan granted VCI a
license to use the federally registered and common law service marks "VSP"
and "Vision Service Plan" in Florida. Vision Service Plan is the nation's
largest provider of prepaid vision care service plans. Prepaid program
and reciprocal program services (net of claim costs) provided under the
VSP name accounted for approximately $13.4 million (87.2%) and $.2 million
(1.5%), respectively, of VCI's revenues in 1995. Vision Service Plan has
notified VCI that it intends to terminate the License Agreement, effective
December 31, 1997. While the reason for the notification was not
disclosed by Vision Service Plan, VCI had advised that it believes Vision
Service Plan is considering offering vision care service plans directly in
Florida. VCI has met with VSP representatives in an attempt to negotiate
a continuation of the License Agreement. Although VCI plans to meet with
VSP representatives several more times in the coming months, there can be
no assurance that it will be successful in securing an extension of the
License Agreement. Management believes that Sponsors are loyal to VCI
because it believes that VCI has provided the Sponsors with quality vision
care products and services and that Sponsors are comfortable with VCI's
staff. A change to another prepaid vision care plan provider would
interrupt this continuity of care. In addition, Sponsor contracts are
with VCI and are not contingent upon the Sponsors being provided with a
Vision Service Plan product. In other words, if the License Agreement is
terminated, the Company will have the flexibility to transfer Sponsors to
other Company prepaid vision service plans that provide the Sponsors and
Participants with similar benefits. Taking those considerations into
account, the Company believes that it will be able to maintain many of the
Sponsors presently utilizing VSP Plans by transferring them to other
Company prepaid vision service plans if the License Agreement is
terminated. However, neither VCI nor the Company has entered into
discussions with any Sponsors regarding such a transfer and there is no
assurance that Sponsors will not terminate their relationships with the
Company. Any such terminations in significant numbers would have a
material adverse effect on the Company. On the other hand, if the License
Agreement is terminated, the loss of revenues attributable to the
provision of reciprocal services to participants in other VSP plans who
happen to reside in Florida but whose sponsors are based outside the state
would have a minimal impact on the Company's net income because (1) such
services (net of claim costs) represented only 1.5% of VCI's revenues in
1995, and (2) Vision Service Plan ceased payment of administration fees to
process reciprocal claims in January 1995 thereby significantly reducing
the profit margin realized by providing such services. In addition, the
Company believes that it will be able to make arrangements for the
provision of services on a reciprocal basis for Participants in other
states, although there can be no assurance that it will be successful in
doing so. See "Business--VSP License Agreement."

Vision Care Costs and the Vision Care Industry

The Company's profitability will depend in large part on predicting
and effectively managing vision care costs. The aging of the population
and other demographic characteristics and advances in medical technology
continue to contribute to rising vision care costs. In addition,
government-imposed limitations on Medicare and Medicaid reimbursements
have caused the private sector to bear a greater share of increasing
vision and eye care costs. Changes in vision care practices, inflation,
new technologies and numerous other factors affecting the delivery and
cost of vision care are beyond the Company's control and may adversely
affect the Company's ability to predict and control vision and eye care
costs and claims.

Dependence Upon Sponsors, Participants and Providers

The Company's profitability also will be dependent upon its success
in maintaining VCI's contracts for pre-paid plans with current Sponsors
and securing contracts with new Sponsors which attract significant numbers
of Participants. VCI currently has in effect contracts with more than 490
Sponsors covering approximately 513,000 Participants. There can be no
assurance that the Company will be able to continue to renew these
contracts on acceptable terms or that it will not experience a decline in
enrollment within its Sponsors. In addition, there can be no assurance
the Sponsors will not terminate their relationships with the Company in
the event that VSP does not extend the License Agreement. Furthermore,
because Winn-Dixie Stores, Inc. (13.9%) and the Broward County School
Board (10.8%) each account for more than 5% of VCI's revenues, the loss
of either of those Sponsors could have a material adverse effect on the
Company's business after the Offering. See "Business -- The Plans."

To the extent potential participants choose options for health care
services other than vision care which are offered by their Sponsor's
plans, the number of Participants for which the Company will receive
payments under any particular Sponsor plan may be reduced or limited,
notwithstanding the number of persons eligible to participate in such
plans. In addition, the Company's ability to attract and maintain
Sponsors and large numbers of Participants for pre-paid plans will depend,
in large part, on its ability to attract and maintain qualified Providers
at competitive costs. During the year ended December 31, 1995, VCI paid
claims to more than 1,000 Providers. VCI's contracts with its Providers
generally are not for a specified term and are terminable by VCI upon 30
days written notice to the Provider and by the Provider upon 90 days
written notice to VCI. Furthermore, although Provider agreements are not
dependent on the License Agreement and prohibit Providers for a period of
two years from becoming a participating doctor under another plan using
the "Vision Service Plan" or "VSP" marks in Florida, Providers could
terminate their agreements and sign on with another non-VSP vision care
service plan company in the event that VSP does not renew the License
Agreement. Accordingly, there can be no assurance that the Company can
maintain VCI's relationships with those Providers or enter into agreements
with additional Providers. The failure to do either could have a material
adverse effect on the Company's operations. See "Business -- The Plans."

Establishing the Amount of Sponsors' Payments

The Company will derive a majority of its revenues from fixed amounts
paid by Sponsors for each Plan Participant. Those premiums will be
established through negotiations between the Company's management and each
Sponsor at the time the Company enters into an agreement for a pre-paid
program with such Sponsor. Generally, the term of a Sponsor agreement
ranges between one and two years and the amount payable under any
agreement with a Sponsor cannot be adjusted until the expiration and
renegotiation of the agreement.

The amount of premiums under a Sponsor agreement is based upon a
number of factors, including the total number of Participants in the
Sponsor's Plan, the services to be provided to the Participants and the
historical use of services by similar Participants. The Company believes
that its management can effectively predetermine the appropriate amount of
the premiums. However, if premiums are insufficient to cover
Participants' actual use of services, the Company will be unable to modify
any particular agreement until the expiration of its current term. As a
result, the Company may suffer losses with respect to Participants
associated with such Sponsor. See "Business - General."

Government Regulation

Prepaid limited health service organizations in Florida are subject
to Florida laws that regulate their services and impose minimum surplus
requirements. See "Business - Government Regulation." For instance, the
Florida Department of Insurance (the "Insurance Department") requires,
among other things, that the affairs, transactions, accounts, business
records and assets of a licensed entity be examined by the Insurance
Department at least once every three years. A licensed entity is also
required to file with the Insurance Department certain annual, quarterly
and miscellaneous reports, and to maintain a minimum surplus in an amount
which is the greater of $150,000 or 10% of its total liabilities (no
minimum level of revenues is required). Violation of these provisions can
result in the suspension or revocation of the entity's certificate of
authority, or in the imposition of fines. In addition, these regulations
are generally intended to benefit and protect subscribers and enrollees,
rather than shareholders, when their interests diverge.

The Company has filed an application with the Insurance Department to
be licensed as a prepaid limited health service organization. Management
has had discussions with the Insurance Department and is of the opinion
that upon the raising of the $150,000 needed to satisfy the minimum surplus
requirement, the Insurance Department will issue a certificate of authority
which will become effective upon the closing of the Acquisition. Because a
minimum level of revenues is not required to be licensed as a prepaid
limited health organization in Florida, the termination by Vision Service
Plan of its License Agreement with VCI would not in and of itself result in
the failure of the Company to meet the licensing requirements of the
Insurance Department and would not cause the Company to withdraw its
application for licensing. Moreover, the extension of the License Agreement
with VSP is not a condition of any of the contracts VCI maintains with its
Sponsors and Providers. Accordingly, the Company believes it will be able
to maintain VCI's relationships with the Sponsors and Providers by
transferring the Sponsors presently utilizing VSP Plans to other Company
prepaid vision service plans if the License Agreement is terminated.
However, if the Company is unsuccessful in transferring Sponsors to other
Company prepaid vision service plans upon termination of the License
Agreement, the resulting loss of revenue could adversely affect the
ability of the Company to continue to meet the minimum surplus licensing
requirements of the Insurance Department.

In addition, the Company will assume VCI Plans that include Medicare
and Medicaid Participants thereby subjecting the Company to certain
federal and state regulations and requirements. While the impact of
future legislative and regulatory changes cannot be determined and while
the Company cannot predict what government regulations, if any, affecting
its business may be promulgated in the future, the failure by the Company
to comply with applicable regulations or the adoption of any additional
legislation could have a material adverse effect on the Company. See
"Business--Government Regulation."

Professional Liability

The Company could be subject to claims for personal injury, including
actual and punitive damages, resulting from services furnished to
Participants through its Plans. However, because VCI only underwrites the
prepaid plans and does not actually perform the vision care services,
there has never been a professional liability or malpractice claim filed
against VCI, and the Company believes that it is unlikely that any such
claim would be filed against the Company. As a result, the Company has
never applied for and does not intend to obtain professional liability
insurance. Notwithstanding that, each VCI agreement with a Provider that
will be assumed by the Company requires the Provider to obtain professional
liability insurance in the amount of at least $1,000,000 per occurrence.
Although the Company will receive the benefits of the insurance coverage
as VCI's assignee, there can be no assurance that such insurance coverage
will be adequate to pay any claims asserted, or that the Company will not be
liable for any inadequacy in such coverage.

Failure to Make Loan Payments or Comply with Restrictive Covenants

In the event that fewer than 504,000 shares are sold in the Offering,
it is anticipated that the Company will borrow the balance of the funds
necessary to fund the purchase of VCI's assets. See "Proposed Acquisition
of VCI Business" and "Use of Proceeds." The failure to make required
payments or to comply with certain financial covenants or other
restrictions which may be included within the terms of the indebtedness
could enable the lenders to foreclose on any property securing such
indebtedness, which would have a material adverse effect on the Company.

Determination of Offering Price; Dilution

The offering price of the Common Stock being offered hereby was
determined by the Company's Board of Directors arbitrarily, without
reference to VCI's earnings or book value. If only 250,000 shares, the
minimum number offered hereby, are sold, the Company's founding
shareholders will own approximately 33.5% of the Company's outstanding
Common Stock (20% if all 504,000 shares offered hereby are sold). In
addition, 131,906 shares are subject to outstanding options under the
Company's stock option plan as of the date of this Prospectus. To the
extent such options are exercised, there will be additional dilution to
investors purchasing Common Stock in this Offering. There is no
assurance that the shares offered hereby will be sold at the Offering
price, or that, if sold, such shares can be resold, at the Offering price
or at all, following the Offering. See "Dilution."

Lack of Trading Market

There has been no trading market of the Company's Common Stock prior
to this Offering, and it is unlikely that a trading market for such stock
will develop in the future. The Common Stock will not be listed on a
national securities exchange or quoted in any automated quotation system.

Limited Return on Investment Prior to Breaking of Escrow

The Escrow Agent will invest the subscription proceeds in short-term
investment-grade or government interest-bearing securities pending the
breaking of escrow. See "Use of Proceeds." As a result, a subscriber
will receive a limited return on his or her investment if the Offering is
terminated, or the subscription is rejected, and the subscription funds,
with interest, are returned.

Anti-Takeover Considerations

The Company's Articles of Incorporation and Bylaws contain certain
provisions that could have the effect of making it more difficult for a
party to acquire, or of discouraging a party from attempting to acquire,
control of the Company without approval of the Company's Board of
Directors, including a staggered Board of Directors and preferred stock
that may be issued by the Board of Directors with rights and preferences
established by the Board. The provisions of the Florida Business
Corporation Act regarding control share acquisitions and affiliated
transactions could deter potential acquisitions of the Company by
preventing the acquiring party from voting the Common Stock it acquires or
consummating a merger or other extraordinary corporate transaction without
the approval of the disinterested shareholders. See "Management" and
"Description of Securities -- Common Stock."

Dependence Upon Key Personnel

The Company believes that its success is dependent on the efforts and
abilities of its Chairman of the Board, Chief Executive Officer, and
certain other key executives. The loss of services of any of these key
executives could have a material adverse effect upon the Company. See
"Management."

Competition

The Company believes that there are two primary competitive factors
applicable to the prepaid vision care business. First, there is
significant competition for a portion of the benefit dollars allocated to
vision care by various organizations under employee benefit programs. In
attempting to obtain a share of such benefit dollars, the Company competes
with various PPO's, HMO's, health care membership programs and vision care
insurance programs for Sponsors and their employees or members. Second,
there is competition from commercial insurers, discount coverage programs
and other pre-paid programs. The Company is aware of at least four other
pre-paid vision care programs licensed by the State of Florida. In
addition, a number of other pre-paid vision plans operate in various parts
of the United States, many of which have larger memberships and greater
financial, marketing and other resources than the Company. The Company
expects that the level of competition will remain high in the future. See
"Business -- Competition."

Dividend Policy

The Company's ability to pay dividends will depend on the Company's
earnings, financial condition and other relevant factors. The Company
anticipates that for the immediate future its earnings will be retained
for the operation and expansion of its business and that it will not pay
cash dividends. See "Dividend Policy."

Transfer Restrictions

It is unlikely that an investment in the Common Stock will have any
liquidity because there is no trading market for the Common Stock and one
is not expected to develop in the future. If the Company has fewer than
300 shareholders of record, it will not be required to file periodic reports
with the Commission under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), other than for 1996, and the Company believes that it
would not be cost effective for the Company to file periodic reports under
the 1934 Act or be subject to the 1934 Act's regulations. If the Company
has more than 300 but fewer than 500 shareholders of record, the Company
will be required pursuant to Section 15(d) of the 1934 Act to file periodic
reports with the Commission. However, unless it voluntarily chooses to
register the Common Stock under Section 12(g) of the 1934 Act, the Company
would not be subject to the 1934 Act's proxy rules (which impose disclosure
requirements, including requirements relating to annual reports to share-
holders, in connection with shareholder meetings) or be subject to the
short swing insider trading reporting and liability provisions of Section
16 of the 1934 Act (which require executive officers, directors and 10% or
more owners of a public company's equity securities to report all trans-
actions in such equity securities and pay over to the Company any profit
realized on any purchase and sale taking place within the same six month
period).

In order to avoid the requirement of having to register its Common
Stock under the 1934 Act, the Company's Articles of Incorporation contain
transfer restrictions restricting transfers of the Common Stock that would
result in there being 500 or more holders of record of the Common Stock
(or such other number as would require the Company to register its Common
Stock under the 1934 Act). Accordingly, if the Company has fewer than 300
shareholders of record, an investor's protection under the federal
securities laws will be limited given that there will be no publicly
available information with respect to the Company, and the Company will
not be required to comply with the federal proxy or periodic reporting
rules, including the disclosure requirements thereunder. If as a result
of the Offering the Company has more than 300 but fewer than 500 share-
holders of record, the Company will continue to be subject to the periodic
reporting requirements of the 1934 Act so long as the number of shareholders
of record does not drop below 300 persons, but the Company presently does
not intend to voluntarily register the Common Stock under the 1934 Act.
Therefore, the Company presently expects to continue to enforce the
transfer restrictions in the Articles of Incorporation, which are described
in greater detail below, and under such circumstances, shareholders would
not have the protections of the proxy rules, including the disclosure
requirements thereunder. Additionally, shareholders would not have the
protections of the short swing insider trading and liability provisions of
Section 16 of the 1934 Act, although it should pointed out that in the
absence of a trading market for the Common Stock, insiders are not likely
to engage in frequent acquisitions or dispositions of Common Stock in any
event.

The Board of Directors may waive the transfer restrictions if in
the future it determines that it would be in the Company's best interests
to register the Common Stock under Section 12(g) of the 1934 Act. In the
absence of such waiver, the transfer restrictions in the Company's Articles
of Incorporation could prevent a shareholder from transferring shares to
anyone other than the Company or another shareholder of record and thus
could prevent the shareholder from liquidating his or her investment in
the Company. If the transfer restrictions are applicable and a shareholder
wishes to liquidate his or her investment but the Company is unable to
redeem, or another shareholder is not interested in purchasing, the selling
shareholder's shares, the selling shareholder may be forced to wait until
such time as the Company has sufficient capital to redeem the selling
shareholder's shares. In addition, the absence of an established trading
market for the Common Stock may result in a decreased and arbitrary
redemption price. It is not possible to know how long a shareholder might
be required to wait until the Company had sufficient capital with which to
make redemptions. The availability of capital will depend on the status of
the Company's balance sheet, the adequacy of its cash reserves and whether
the Company is operating at a profit. If the Company were to operate at a
loss or at breakeven at a time when it felt it did not have sufficient
cash balances with which to make redemptions, a shareholder wishing to
transfer his or shares to the Company could be forced to wait indefinitely.
The Company will not be in a position to redeem shares if doing so would
violate Florida law, which prohibits redemptions if they would cause the
Company's assets to be less than its liabilities or would prevent the
Company from paying its debts as they come due in the usual course of
business, or the provisions of the Florida Insurance Code that impose
minimum surplus requirements. Additionally, the Company would not want to
redeem shares if doing so would cause a working capital shortage.

The Company's Board of Directors may require the transferee of shares
transferred in violation of the transfer restrictions to sell such shares
at any time during the six-month period following the prohibited transfer
to the Company or to an existing shareholder at a price equal to the
lesser of the price paid by the transferee or the fair market value of the
shares on the date of the required sale, as determined in good faith by
the Board. Additionally, the transferee will not be entitled to receive
any dividends or other distributions on such shares, which shall be deemed
held in trust for the benefit of the Company. Thus, such transferee could
receive less than what he or she paid for the shares in the first
instance, in the event that a required sale takes place after a material
adverse change affecting the Company, including the loss of a material
contract, unprofitable operations, or the bankruptcy of the Company.
See "Description of Capital Stock -- Transfer Restrictions."

THE COMPANY

The Company was formed in May 1995 as a for-profit Florida
corporation for the purpose of acquiring the operating assets of VCI, a
non-stock, not-for-profit Florida corporation that is engaged in the
management, administration and provision of prepaid vision care service
plans in Florida. The Company presently has no operations. Its address
is c/o Barrack & Liane, P.A., 100 West Bay Street, Jacksonville, Florida
32202, and its telephone number is (904) 356-9431. The proceeds of the
Offering will be used to pay the purchase price of the assets to be
acquired from VCI. See "Proposed Acquisition of VCI's Business."
Following the acquisition, the Company will occupy VCI's present
headquarters, located at 1511 N. Westshore Boulevard, Suite 1000, Tampa,
Florida 33630-3349.

PROPOSED ACQUISITION OF VCI BUSINESS

Background

VCI is a not-for-profit corporation engaged in the management,
administration and provision of prepaid vision care service plans in
Florida. It has nearly 900 members, most of whom are licensed to engage
in the practice of optometry or ophthalmology in Florida. At the time VCI
was founded in 1968, Florida law required that entities licensed to offer
prepaid vision care service plans be not-for-profit corporations. Florida
law was amended in 1993 to allow for-profit enterprises to be licensed to
offer prepaid vision care service plans.

VCI faces the same cost-cutting challenges faced by the entire health
care industry. With ever increasing emphasis being placed on cost
containment and the efficient delivery of health services, for-profit
entities are viewed by many as better able to curtail rapid increases in
the cost of health care. Moreover, as a not-for-profit corporation, VCI
is not in a position to raise capital through stock offerings to better
enable it to deal with competitive challenges. VCI satisfies its statutory
surplus requirements through retained earnings, which may be increased
through its right to withhold fees otherwise due to health care pro-
fessionals who agree to serve as VCI Providers. On the other hand, a
for-profit company's emphasis is on operating as efficiently and
effectively as possible so as to maximize profits for its shareholders.

In the face of these challenges, a group of officers and directors of
VCI determined that VCI's business could be best furthered through a for-
profit enterprise. However, applicable provisions of Florida law and the
Internal Revenue Code prohibit the income or assets of a not-for-profit
corporation from inuring to the benefit of the corporation's members,
officers or directors or to the benefit of any non-charitable enterprise.
Thus, there is no way to convert VCI from a not-for-profit to for-profit
corporation by amending its charter or merging it into a for-profit
corporation. Accordingly, the officers and directors of the Company
organized the Company in May 1995 as a for-profit corporation for the
purpose of purchasing VCI's assets at a price equal to their fair market
value and continuing VCI's prepaid vision service plan business.

Terms of Asset Acquisition

On March 21, 1996, the Company signed an agreement with VCI (the
"Asset Purchase Agreement") providing for the Company to acquire
substantially all of VCI's assets (the "Acquisition"), including the
"Vision Care, Inc." name and all existing contracts with Sponsors and
Providers. The Asset Purchase Agreement provides that the purchase price
shall be the fair market value of the assets being sold in the Acquisition
as of December 31, 1995, as established by the appraisal of an independent
business appraisal firm retained by VCI, and for the price to be adjusted
by an amount equal to any increase or decrease in the net book value of
VCI from December 31, 1995 to the end of the last calendar month preceding
the date of closing. The appraisal firm determined that the fair market
value of VCI's assets was $5 million as of December 31, 1995. In
addition, as of April 30, 1996, there was an increase in VCI's book value
of $334,668. As a result, had the closing occurred in May 1996, the
purchase price would have been $5,334,668. There is no limit on the
amount of the book value adjustments to the purchase price.

The Asset Purchase Agreement requires the purchase price to be paid
in cash at the closing, in the form of a certified check. In addition, it
requires the Company to assume substantially all of the liabilities of
VCI, including a liability of $2.0 million (after giving effect to a $3.1
million payment expected to take place prior to consummation of the
Offering) due to Providers, representing professional fees previously
withheld by VCI as reserves, and obligations incurred in the ordinary
course under agreements with Sponsors, Providers and Participants. The
Asset Purchase Agreement contains standard representations and warranties
and indemnities requiring VCI to indemnify the Company for such matters as
litigation arising from the conduct of VCI's business prior to the
Acquisition, breaches by VCI of the contracts transferred to the Company,
and violations of law by VCI prior to the Acquisition. Management of the
Company is not aware of the existence of any such potential or threatened
litigation, breaches or violations.

Closing of the Acquisition is scheduled to take place as soon as
practicable after the satisfaction of a number of conditions, including
the continued accuracy of all representations and warranties, receipt of
all applicable approvals of the Insurance Department, receipt by the
Company of a certificate of authority from the Insurance Department, the
approval of VCI's members, and the sale by the Company of a sufficient
number of shares in the Offering (and the borrowing by the Company of the
balance of any funds necessary) to fund the cash portion of the purchase
price, pay the Company's transaction costs for the Acquisition, and
maintain statutory and working capital reserves. It is expected that the
closing will take place on or about September 30, 1996. At the closing,
VCI will deliver to the Company a bill of sale and assignments conveying
the purchased assets, an opinion of counsel covering such matters as are
customary for transactions of this type, compliance certificates,
incumbency certificates, and such other documents as the Company
reasonably requests. The Company will deliver to VCI the purchase price,
instruments evidencing the assumption of VCI's liabilities, compliance
certificates, certified resolutions authorizing the transaction,
incumbency certificates, and such other documents as VCI reasonably
requests.

VCI has agreed to reimburse the Company for up to $150,000 in actual
and reasonable transaction expenses incurred by the Company in connection
with the Acquisition as well as pay VCI's own legal and accounting
expenses and the cost of the appraisal.

Most of the officers and directors of the Company also are officers
and/or directors of VCI. See "Certain Transactions." VCI and the Company
have separate legal counsel. The Asset Purchase Agreement was reviewed
and negotiated on behalf of VCI by VCI's own counsel and a special
committee consisting of a VCI director and two VCI members, none of whom
is either an officer or a director of the Company.

Activities of VCI following the Acquisition

The Asset Purchase Agreement requires VCI to refrain from engaging in
the business of providing prepaid vision care service plans throughout the
State of Florida for a period of three years after the closing. VCI is
expected to apply to become a charitable foundation under the Internal
Revenue Code following the closing for the purpose of engaging in the
promotion of public awareness and knowledge of vision care.

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the
Common Stock offered hereby (after deducting estimated offering expenses
of $60,000), are estimated to be approximately $5 million, assuming that
all of the 504,000 shares offered hereby are sold at the initial public
offering price of $10.00 per share. The net proceeds will be used to
purchase substantially all of VCI's assets. See "Proposed Acquisition of
VCI's Business."

The Company intends to seek short-term financing to enable it to
close the Acquisition if it obtains subscriptions for at least 250,000
shares in the Offering but fewer than the 504,000 shares offered hereby.
The Company has received a proposal from SunTrust Bank outlining the terms
of a loan of up to $4 million with an interest rate fixed at .85% above
the bank's one year certificate of deposit rate. The loan would be fully
secured by pledging a certificate of deposit owned by VCI and would be
repaid from the proceeds of the sale of additional shares in the Offering
and/or from cash flow from operations following the Acquisition. In the
event that the net proceeds from the Offering and the loan are not
sufficient to pay the acquisition price, no shares will be sold and the
Offering will terminate. See "Plan of Distribution."

Pending the application of the net proceeds of the Offering as
described above, the Escrow Agent will invest the net proceeds in short-
term investment-grade or government interest-bearing securities.

DIVIDEND POLICY

The Company does not anticipate paying any dividends on its Common
Stock in the immediate future. The Company expects to retain any earnings
generated from its operations for use in the Company's business. Any
future determination as to the payment of dividends will be at the
discretion of the Board of Directors of the Company and will depend upon
the Company's future operating results, financial condition and capital
requirements, general business conditions and such other factors as the
Board of Directors of the Company deems relevant. The payment of
dividends also will be limited by provisions of the Florida Insurance Code
that will require the Company to maintain at all times a minimum surplus
in an amount which is the greater of $150,000 or 10% of the Company's
total liabilities.

DILUTION

The net tangible book value of the Company as of March 31, 1996 was
$8,866, or $.07 per share of Common Stock. Net tangible book value per
share represents the amount of the Company's total tangible assets less
total liabilities, divided by the number of shares of Common Stock
outstanding. After giving effect to the sale by the Company of only
250,000 (the minimum number of shares offered hereby) shares of Common
Stock offered hereby at the initial public offering price of $10.00 per
share (after deducting estimated offering expenses) and a $2.5 million
loan, and after giving effect to the Company's acquisition of the
operating assets of VCI, as if the acquisition had taken place on March
31, 1996, the pro forma net tangible book value of the Company as of March
31, 1996 would have been $2,509,000, or $6.68 per share of Common Stock.
This represents an immediate increase in net tangible book value of $6.61
per share to existing shareholders and an immediate dilution of $3.32 to
investors purchasing Common Stock in this Offering. The following table
illustrates this per share dilution:

Initial public offering price per share . . . $10.00
Net tangible book value per share at
March 31, 1996 . . . . . . . . . . . . .$ .07
Increase in net tangible book value per
share attributable to new investors . . . 6.61
-------

Pro forma net tangible book value after
offering . . . . . . . . . . . . . . . . 6.68
------
Dilution per share to new investors . . . . . $ 3.32
======

The computations in the above table excludes 157,500 shares reserved
for issuance under the Company's stock option plan, of which 131,906
shares are subject to outstanding options as of the date of this
Prospectus. The options have a term of 10 years and an exercise price of
$.29 per share. To the extent such options were exercised (based on an
average vesting of 23%), the pro forma net tangible book value as of March
31, 1996 would have been $2,518,000, or $6.20 per share, representing an
immediate increase in net tangible book value of $6.13 per share to
existing shareholders and an immediate dilution of $3.80 to investors
purchasing Common Stock in this Offering. See "Management -- Executive
Compensation."

Assuming that all 504,000 shares of Common Stock were sold in the
Offering and after giving effect to the Acquisition, the pro forma net
tangible book value of the Company as of March 31, 1996 would have been
$5,009,000, or $7.95 per share of Common Stock. This represents an
immediate increase in net tangible book value of $7.88 per share to
existing shareholders and an immediate dilution of $2.05 to investors
purchasing Common Stock in this Offering. Assuming that all 504,000
shares were sold and the options were exercised (based on an average
vesting of 23%), the pro forma net tangible book value as of March 31,
1996, after giving effect to the Acquisition, would have been $5,018,000,
or $7.60 per share, representing an immediate increase in net tangible
book value of $7.53 per share to existing shareholders and an immediate
dilution of $2.40 to investors purchasing Common Stock in this Offering.

The following table summarizes on a pro forma basis as of March 31,
1996 the number of shares of Common Stock purchased from the Company, the
total consideration paid to the Company, and the average price paid per
share by the existing shareholders and the new investors, assuming the
sale by the Company of only 250,000 shares of Common Stock, the minimum
number offered hereby, at the initial public offering price of $10.00 per
share, and further assuming the exercise of the options (based on an
average vesting of 23%):

Shares Purchased Average
from Company Total Consideration Price
Per- Per- Per
Number centage Amount centage Share
Existing
shareholders . . . 126,000 31.0% $ 24,000 0.9% $ .19

New investors . . . 250,000 61.6 2,500,000 98.7 10.00

Option holders . . 29,925 7.4 8,678 0.4 .29
------- ----- --------- ----- ------
Total . . . . . 405,925 100.0% $2,532,678 100.0% $ 6.24
======= ===== ========= ===== ======

The following table summarizes the same information, except that it
assumes the sale by the Company of all 504,000 shares of Common Stock
offered hereby:

Shares Purchased Average
from Company Total Consideration Price
Per- Per- Per
Number centage Amount centage Share
Existing
shareholders . . 126,000 19.1% $ 24,000 0.5% $ .19

New investors . . 504,000 76.4 5,040,000 99.3 10.00

Option holders . 29,925 4.5 8,678 0.2 .29
------- ----- --------- ----- ------
Total . . . . 659,925 100.0% $5,072,678 100.0% $ 7.69
======= ===== ========= ===== ======

PLAN OF DISTRIBUTION

This offering of Common Stock of the Company is not underwritten.
The Company is offering these securities through certain of its officers
and directors on a best-efforts basis. The Company will reimburse
officers and directors only for reasonable expenses, if any, they incur in
connection with selling the Common Stock.

The offering price per share was determined by the Company's Board of
Directors arbitrarily and should not be considered to be indicative of the
market value of the Common Stock after this Offering.

The minimum subscription per investor is 250 shares and the maximum
is 2,500 shares. The minimum subscription amount is designed to avoid
having 500 or more holders of record of the Common Stock after the
Offering, which would require the Company to register its Common Stock
under the 1934 Act. See "Risk Factors - Transfer Restrictions." The
maximum subscription amount is designed to permit as many VCI members as
possible to participate in the Offering, if they so choose. The minimum
and maximum subscription amounts per investor may be waived by the Board
of Directors in individual instances, in its discretion. Initially, the
Common Stock will be offered only to persons who are members or employees
of VCI (and members of their families) and to whom offers may be made
under applicable securities laws. If VCI's current members and employees
subscribe for less than the maximum number of shares, then the Company
will offer the remaining shares to persons who are not associated with
VCI. The Board of Directors retains the right to accept or reject
subscriptions, in its discretion, in whole or in part, taking into
consideration the total number of subscribers and the relative size of
subscriptions (for purposes of the 500 holder limitation referred to
above), whether the subscriber is a VCI member and the date on which
subscriptions are received. In the event that the Offering is
oversubscribed, subscriptions will be prorated in a manner deemed fair by
the Board of Directors, taking into account the foregoing factors, and
funds representing oversubscriptions will be refunded promptly after such
determination.

As stated above, there is no trading market for the Common Stock and
it is unlikely one will develop in the future. Accordingly, prospective
investors will be required to make certain representations and warranties
with respect to their financial condition and their ability to bear the
risk of a long-term investment in the Company i.e., that their investment
in the Company will not cause a disproportionate portion of their net
worth to be invested in assets that are not readily marketable and that
the Company's objectives are compatible with their investment goals. The
Company will have the right to refuse a subscription for the Common Stock
from any investor if it believes that the investment is unsuitable for
such investor.

The Common Stock will not be offered in any state in which an offer
is not authorized. In order for the Company to ensure compliance with any
applicable state securities laws, prospective investors will be required
to provide representations with respect to their state of residence.

Funds received upon a subscription for shares offered hereby will be
held in an escrow account at Compass Bank, in Jacksonville, Florida,
pending the sale of no fewer than 250,000 shares and the satisfaction of
the other conditions to closing contained in the Asset Purchase Agreement
with VCI. Subscriptions may not be modified or revoked once received by
the Company, without the Company's written consent. If subscriptions for
250,000 shares have not been received by 5:00 p.m., Eastern Standard Time,
on October 31, 1996 (unless the Company exercises its right to extend
the escrow period 60 days to a date not later than December 31, 1996), or
if any of the other conditions to closing in the Asset Purchase Agreement
have not been satisfied by such date, no shares will be sold and the
Offering will terminate. In such event, the Escrow Agent will promptly
return all subscription funds, with any interest earned thereon. The
Company is responsible for all of the Escrow Agent's costs, expenses, and
fees. Accordingly, no deductions will be made from the subscription funds
or the interest earned on such funds. If the escrow period is extended
beyond December 31, 1996, the Company will contact all subscribers,
notifying them of the extended escrow period, and permitting any
subscriber who wishes to do so to withdraw or modify his or her
subscription.

If 250,000 shares or more are sold during the escrow period, but less
than the total 504,000 shares offered hereby, the Company is successful in
borrowing the balance of the funds required to pay the Acquisition
purchase price and the other conditions to the Closing of the Acquisition
are satisfied, the Company will terminate the escrow fund and sell shares
to subscribers. The Company may continue to sell shares, updating this
Prospectus as needed and as required by federal and state securities laws.
The Offering will be terminated when 504,000 shares are sold, and may be
terminated by the Company at any time after 250,000 shares are sold.

Certificates representing shares of Common Stock purchased pursuant
to this Offering during the escrow period will be mailed to subscribers as
soon as practicable at the end of that period. Certificates representing
shares of Common Stock purchased pursuant to this Offering after the end
of the escrow period will be mailed as soon as practicable after receipt
of the purchase price for the shares.

CAPITALIZATION

The following table sets forth the capitalization of the Company as
of March 31, 1996, and as adjusted to give effect to the Offering and the
anticipated use of proceeds of the Offering (at an offering price of
$10.00 per share and after deducting estimated offering expenses) to
complete the Acquisition as described under "Use of Proceeds." The
following table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and the financial statements and notes thereto incorporated herein by
reference.

As Adjusted(1) As Adjusted (2)
(Maximum (Minimum
Outstanding Offering) Offering)
Debt:
Professional fees refundable $ -0- $2,000,000 $2,000,000
Liability for outstanding
claims -0- 2,328,000 2,328,000
Accounts payable -0- 192,000 192,000
Debt payable -0- -0- 2,500,000
Other liabilities -0- 345,000 345,000
-------- ---------- ---------
Total liabilities $ -0- $4,865,000 $7,365,000
-------- ---------- ---------
Shareholders' equity:

Preferred Stock, $.01 par
value, 1,000,000 shares
authorized, no shares
issued and outstanding -0- -0- -0-

Common Stock, $.01 par
value, 10,000,000 shares
authorized, 126,000
shares issued and
outstanding and 630,000
or 376,000 shares issued
and outstanding as
adjusted(3) 1,260 6,300 3,760

Additional paid-in capital 22,740 5,057,700 2,520,240
------- --------- ---------
Total shareholders'
equity $24,000 $5,064,000 $2,524,000
------ --------- ---------
Total capitalization $24,000 $9,929,000 $9,889,000
====== ========= =========

_______________
(1) Adjusted to reflect the sale of all 504,000 shares of Common Stock
offered hereby, the application of the net proceeds therefrom,
which are estimated to be approximately $5 million (after deducting
estimated offering expenses), and the purchase of Vision Care,
Inc.'s assets.
(2) Adjusted to reflect the sale of 250,000 shares of Common Stock, the
minimum number offered hereby, the application of the net proceeds
therefrom, which are estimated to be approximately $2.4 million
(after deducting estimated offering expenses) the application of
the net proceeds from a $2.5 million loan, and the purchase of
Vision Care, Inc.'s assets.
(3) Excludes 157,500 shares reserved for issuance under the Company's
Stock Option Plan, of which 131,906 shares are subject to
outstanding options (with a term of 10 years and an exercise price
of $.29 per share) as of the date of this Prospectus. See
"Management -- Option Plan."

SELECTED FINANCIAL AND OPERATING DATA

The following table sets forth selected financial information (A)
on a pro forma basis for the Company for the year ended December 31, 1995,
and the three months ended March 31, 1996, and (B) on a historical basis
for VCI, for the five years ended December 31, 1995 and the three months
ended March 31, 1995 and 1996. The financial information for the years
ended December 31, 1995, December 31, 1994, and December 31, 1993 have
been derived from VCI's financial statements for such years, which have
been prepared in accordance with generally accepted accounting principles
and audited by Dwight Darby & Company, independent public accountants, and
are included elsewhere in this Prospectus. The financial information for
the years ended December 31, 1992 and December 31, 1991 have been computed
from VCI's financial statements for such years, which were prepared in
accordance with statutory accounting principles promulgated by the Florida
Department of Insurance and audited by Dwight Darby & Company, and which
are not included in this Prospectus. The amounts presented in the
financial information for the years ended December 31, 1992 and December
31, 1991 would not have been significantly different if prepared under
generally accepted accounting principles. The information should be read
in conjunction with (i) the financial statements and notes, and (ii)
Management's Discussion and Analysis of Financial Condition and Results of
Operations, which are included elsewhere in this Prospectus. Pro forma
operating information is presented as if the acquisition of VCI's business
and the Offering had occurred on January 1, 1996, and January 1, 1995, for
the pro forma periods ended March 31, 1996, and December 31, 1995,
respectively. The pro forma balance sheet data is presented as if these
transactions occurred on March 31, 1996. The pro forma information
incorporates certain assumptions that are included in the notes to the pro
forma financial statements included elsewhere in this Prospectus. The pro
forma information does not purport to represent what the Company's
financial position or results of operations would actually have been if
these transactions had, in fact, occurred on the dates indicated, or to
project the Company's financial position or results of operations at any
future date or for any future period.

<TABLE>
<CAPTION>
Three Months Ended
March 31, Year Ended December 31,
VCI
Pro Forma Historical Pro Forma Vision Care, Inc. Historical
1996(1) 1996 1995(1) 1995 1994 1993 1992 1991
(Dollars in thousands, except per share and other data)

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Income
Data:
Prepaid programs
revenues $ 3,965 $ 3,965 $13,449 $13,449 $11,960 $10,097 $ 8,248 $ 6,778
Total revenues 4,622 4,679 15,249 15,424 13,237 11,045 8,988 7,388
Cost of benefits
provided 2,923 2,923 10,681 10,681 8,355 7,356 6,100 5,270
General and
administrative
expenses 1,272 1,268 4,036 4,032 2,870 2,282 1,872 1,490
Net income (loss) 348 443 (3,838)(3) (3,523)(3) 2,393 1,800 1,417 1,120
Pro forma net
income(2) 217 276 (2,395)(3) (2,198)(3) 1,492 1,123 884 699
Pro forma net
income per common
share(2) $ 0.53 n/a $ (5.90)(3)
Weighted average
shares
outstanding(4) 406,000 0 406,000
Other Data:
Number of Sponsors 492 492 494 494 423 371 296 252
Number of
Participants 523,600 523,600 513,000 513,000 416,400 348,978 275,175 229,728

<CAPTION>
March 31, December 31,
Pro VCI Vision Care, Inc. Historical
Forma Historical
1996(1) 1996 1995 1994 1993 1992 1991
(Dollars in thousands)

<FN>
__________________
(1) Assumes the sale of the minimum 250,000 shares of Common Stock offered hereby and the application of the net
proceeds therefrom, which are estimated to be approximately $2.4 million (after deducting estimated offering
expenses), and the net proceeds of a $2.5 million loan bearing interest at an annual rate of 5.49% with interest
payable monthly and principal due in twelve months.
(2) VCI is a not-for-profit corporation for federal and state income tax purposes. The pro forma information has been
computed as if VCI were subject to federal and state income taxes for all periods presented, based on the tax laws
in effect during the respective periods.
(3) The loss reflects a one time expense in 1995 of professional fees withheld in prior years of $4,085,542 of which
approximately $3.1 million is to be refunded in 1996. See notes 7 and 13 of notes to VCI's audited financial
statements. Had this expense not been incurred in 1995, pro forma net income for the pro forma period ended
December 31, 1995 would have been $154,000 ($.38 per share) and VCI's historical pro forma net income for the
period ended December 31, 1995 would have been $350,858.
(4) Weighted average number of shares has been computed using the treasury stock method which includes dilutive common
stock equivalents as if outstanding during the respective periods.
(5) Reflects anticipated payment of $3.1 million to be made prior to the closing of the Offering.
(6) Historical amounts for VCI, which is a not-for-profit corporation, represent net assets rather than shareholders'
equity.
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with
"Selected Financial and Operating Data" and VCI's financial statements and
notes thereto appearing elsewhere in this Prospectus. Historical results
and percentage relationships should not be taken as indicative of future
performance.

Results of Operations

Comparison of the three months ended March 31, 1996, to the three months
ended March 31, 1995.

Total revenues increased $1 million in the three month period ended
March 31, 1996 to $4.7 million, as compared with revenues for the same
period in 1995. The increase was primarily attributable to increases in
prepaid program revenues of $.7 million (22.3%), administrative service
(fees charged to manage Sponsor's self-funded programs) and reciprocal
program revenues (net of claim costs) of $31,034 (32.9%), and managed care
revenues (revenues generated through Primary Plus Plans) of $.2 million
(99.8%). Revenues increased primarily because of the sale of VSP and
Primary Plus Plans to additional Sponsors and the growth in the number of
Participants in existing Sponsor groups. Net interest income increased
$48,278, or 45.5%, as a result of the investment of additional surplus
funds generated from operating income.

Total revenue for the first quarter increased 27.5% from 1995 to
1996. Total revenues grew faster in 1996 than in 1995 because of
successful competition against HMO discount and value added programs which
allow participants to receive a percentage or "reduced fee for service"
discount on eyecare products and services without paying any premiums.

Costs of benefits provided increased from $2.5 million in the first
quarter of 1995 to $2.9 million in the first quarter of 1996. This
represents a $.4 million, or 16.0%, increase primarily due to increases in
claim expenses for prepaid programs of $.3 million (14.7%) and managed
care programs (Primary Plus Plans) of $119,180 (69.0%). Benefit costs
increased at a smaller rate than revenues due to (1) the large number of
new sponsers added in the first quarter of 1996 and (2) a lower percentage
of benefit requests in relation to the number of Participants in the first
quarter of 1996 compared to the same period in 1995.

VCI receives revenues through its administrative service programs
for managing Sponsors' self-funded plans. In exchange for processing
claims, providing data processing for billing accounts, and performing
other services for those Sponsors, VCI receives a cost reimbursement and
an administrative fee while the Sponsor bears the underwriting risk and
cost. In 1996, the amount of medical claims in which the Sponsor bore the
underwriting risk and cost increased $.6 million to $3.0 million.

General and administrative expenses increased $398,264, or 45.8%,
from $.9 million in the first quarter of 1995 to $1.3 million in the first
quarter of 1996. Depreciation expense increased 8.8% during the first
quarter of 1996 to $24,420 primarily due to additional capital
expenditures incurred in the period.

1995 Compared to 1994.

Total revenues increased $2.2 million in 1995 to $15.4 million. The
increase was primarily attributable to increases in prepaid program
revenues of $1.5 million (12.5%), and managed care revenues of $.6 million
(181.5%). Revenues increased primarily because of the sale of VSP and
Primary Plus Plans to additional Sponsors and the growth in the number of
Participants in existing Sponsor groups. The Company believes that this
growth can be attributed in part to VCI's Providers and staff establishing
relationships with the Sponsors and Participants that have instilled
confidence in the delivery of VCI's products and services. Given that the
Company will purchase substantially all of VCI's assets, assume VCI's
Provider and Sponsor contracts, and hire most, if not all, of VCI's
employees in the Acquisition, the Company does not foresee any impact on
its operations or its relationships with VCI's existing Sponsors,
Participants and Providers. As a result, the Company anticipates that the
growth trend in the number of Sponsors and the number of Participants in
existing Sponsor groups will continue. As discussed above in "Risk
Factors -- Possible Termination of Vision Service Plan License Agreement"
and below in "Business -- VSP License Agreement," Vision Service Plan has
notified VCI that it intends to terminate the License Agreement effective
December 31, 1997. Although, VCI is attempting to negotiate a
continuation of the License Agreement, the Company does not believe that
the termination would have a material affect on its operations because the
Company believes that it will be able to maintain VCI's Sponsor base by
transferring the Sponsors to other Company prepaid vision service plans.

Net interest income increased $213,565, or 64.5%, as a result of the
investment of additional surplus funds generated from operating income and
the higher yield from investments due to rising interest rates.

Total revenue increased 16.5% from 1994 to 1995 and 19.9% from 1993
to 1994. Revenues did not grow as fast in 1995 as in 1994 because of
increased competition in the marketplace from HMO discount and value added
programs which allow participants to receive a percentage or "reduced fee
for service" discount on eyecare products and services without paying any
premiums.

Costs of benefits provided increased from $8.4 million in 1994 to
$10.7 million in 1995. This represents a $2.3 million, or 27.8%, increase
primarily due to increases in claims expenses for prepaid programs of $1.8
million (22.0%) and managed care programs of $.6 million (188.9%).
Benefit cost increases over the past three years are directly related to
the growth in the number of Sponsors and Participants using the benefits.
Rising medical costs were not a major factor due to the Company's cost
containment measures which are designed to reduce the cost of individual
claims by reducing professional fees through negotiated contracts with
Providers and taking advantage of volume discounts on eyewear through
negotiated contracts with wholesale optical laboratories. Benefit costs
increased in relation to revenue due to (1) the aggressive pricing of the
Primary Plus product to gain entry into the managed care market and to
increase market share, and (2) an increase in professional fees in January
1995. The Company anticipates that it will continue to aggressively price
the Primary Plus product over the short-term to gain market share and
market recognition. The Company's pricing structure will cover its full
claims costs and a portion of its administrative costs. As the number of
Sponsors subscribing to the Primary Plus product increases, the Company
should be able to spread its administrative costs over a larger customer
base thereby increasing profitability.

As stated above, VCI receives revenues through its administrative
service programs for managing Sponsors' self-funded plans while the
Sponsor bears the ultimate underwriting risk and cost. In 1995, the
amount of medical claims in which the Sponsor bore the underwriting risk
and cost increased $1.4 million to $10.2 million.

General and administrative expenses increased $1.2 million, or
40.5%, from $2.8 million in 1994 to $4.0 million in 1995. Administrative
costs increased over the last three years because of the increased number
of Sponsors and Participants requiring services and the addition of
infrastructure and resources (employees, furniture, equipment, software
and office space) required to develop and maintain the managed care
product line. Management believes that these dollar increases in general
and administrative expenses may continue due to the addition of new
Sponsors and Participants, salary increases, system upgrades, inflation
and other factors.

Depreciation expense increased 2.7% during 1995 to $89,803 primarily
due to additional capital expenditures incurred in the latter half of 1994
(which did not reflect a full year's depreciation in 1994 as in 1995).

The Company had a net loss of $3.5 million in 1995 compared to net
income of $2.4 million in 1994. The loss in 1995 was the result of a one
time expense of professional fees withheld in prior years of $4.1 million,
of which $3.1 million is to be refunded in 1996. Had this expense not
been incurred in 1995, net income would have been $.6 million.

1994 Compared to 1993.

Total revenues increased $2.2 million, or 19.9%, from $11.0 million
in 1993 to $13.2 million in 1994. The increase was primarily due to
increases in prepaid program revenues of $1.9 million (18.5%) and managed
care revenues of $.3 million (1,290%). Revenues increased primarily
because of the sale of VSP and Primary Plus Plans to additional Sponsors
and the growth in the number of Participants in existing Sponsor groups.
In addition to the increases in program revenues, net interest income
increased by 42.8% to $331,260 for 1994 from $232,014 for 1993 as a result
of the investment of additional surplus funds generated from operating
income and the higher yield from investments due to rising interest rates.

Costs of benefits provided increased $1.0 million, or 13.6%, from
$7.4 million in 1993 to $8.4 million in 1994. This increase was primarily
attributable to increases in claims for prepaid programs of $.7 million
(9.6%). With respect to administrative service and reciprocal programs,
the amount of medical claims in which the Sponsor bore the underwriting
risk and cost increased from $7.3 million in 1993 to $8.8 million in 1994.
General and administrative expenses increased $0.6 million, or 25.8%, from
$2.3 million in 1993 to $2.9 million in 1994.

Depreciation expense increased 2.3% during 1994 to $87,463 primarily
due to additional capital expenditures incurred in 1995 and in the latter
half of 1994.

Liquidity and Capital Resources

Historically, VCI's principal sources of cash have been the receipt
of premiums, reciprocal revenues and administrative fee payments, and
investment income. VCI's average accounts receivable turnover for the
past three years is approximately 34 days and the turn-around time for
claims is approximately 30 days. VCI invests cash balances pending future
payments of claims and other operating expenses. In September 1992, VCI
entered into a revocable trust agreement and transferred all certificates
of deposit and marketable securities to the trustee. The trust was
created to relieve VCI's management of the administrative burden
associated with investing excess funds including reconciling numerous
accounts, updating signatories and moving funds. The Company's management
does not anticipate any change in those patterns.

Historically, VCI has met its statutory surplus requirements by
withholding a specified percentage of fees due to Providers. VCI's
contracts with its Providers expressly authorize VCI to withhold these
fees as a benefit reserve without creating any obligation on the part of
VCI to pay them to the Providers. The Board of Directors has classified
approximately $5.1 million of the withheld amounts as a liability as of
December 31, 1995 due to increases in VCI's net assets from income from
operations. VCI anticipates paying $3.1 million of the liability
immediately prior to consummation of the Offering. See Note 7 of Notes to
Financial Statements. The remaining $2.0 million of professional fees due
to Providers, which the Company will assume from VCI, are expected to be
paid, without interest, during the next 10 years, as cash flow permits.

VCI's principal demands for liquidity generally have been benefit
costs and administrative expenses such as salary, commissions, printing,
rent, etc. The Company anticipates that the cash reserves and the cash
flow available from operations after the consummation of the Offering will
be adequate to meet the capital and liquidity needs of the Company in both
the short and long term. The Company does not anticipate any significant
capital expenditures in the foreseeable future. However, in the event the
Company seeks to accelerate its growth, additional capital may be
necessary.

Net cash provided by operating activities increased to $2.0 million
for the year ended December 31, 1995 from net cash provided of $1.9
million in 1994. This increase cannot be attributed to any one factor.
There was an insignificant increase in net cash provided by operating
activities from 1993 to 1994.

Net cash used in investing activities was $3.1 million for the year
ended December 31, 1995, $2 million more than 1994. The increase was
primarily the result of investing 1994's net income and reinvesting all
interest earned thereon. Net cash used in investing activities was $1.1
million in 1994, $.5 million less than 1993. Because all of VCI's
certificates of deposit are for 24 months, very few certificates purchased
in 1992 and 1993 matured in 1994 to be reinvested.

Inflation

Management does not believe that inflation has had a material effect
on the results of the Corporation's operations. Notwithstanding that,
during periods of significant inflation, the Company believes that its
premium increases and cost control measures will reduce, to a certain
extent, the potential adverse effect of inflation on its operations.

Accounting for Investments

After the Company's acquisition of VCI's assets, the Company's
investments will be accounted for in accordance with Statement of
Financial Accounting Standards No. 115, Accounting for Certain Investments
in Debt and Equity Securities. The adoption of this standard will not
materially affect the Company's financial position or its results of
operations. It is anticipated that the Company will have a positive
intent and ability to hold its marketable securities to maturity and will
accordingly classify them as held-to-maturity investments reported at
amortized cost.

BUSINESS

General

The Company was formed as a Florida corporation in May 1995 for the
purpose of purchasing substantially all the operating assets of VCI. See
"Proposed Acquisition of VCI Business." VCI was formed in 1968 to engage
in the management, administration and provision of pre-paid vision care
services in Florida and is now the largest group vision care provider in
Florida based on annual revenues and number of Sponsors, Participants and
Providers. VCI also has a certificate of authority to operate in Puerto
Rico but currently, its only business in Puerto Rico, from which it
derives immaterial revenues, is reciprocal business processing claims for
VSP participants in Puerto Rico.

The Plans

As a reaction to the continued rapid increases in the cost of health
care, including vision care, employers and insurers have sought means to
reduce the cost of direct fee-for-service reimbursement plans. In
particular, HMOs, PPOs and other third party health organizations have
been developed to offer a broad range of health care services, including
vision care services, based on capitated fees for membership. VCI's
pre-paid vision care plans, which offer specified services and products at
pre-determined prices (the "Plans"), are offered under the name "VSP"
under license from Vision Service Plan, which operates directly or through
license arrangements in other states, or under VCI's internally developed
program targeted at HMOs and PPOs known as Primary Plus. VCI's Plans will
be one of the assets purchased by the Company under the terms of the Asset
Purchase Agreement.

The Company does not anticipate making any significant changes to
the way VCI manages, administers and provides its products and services.
However, the Company does intend to place more emphasis on the cost-
effective access to health care, build on VCI's reputation to deliver
vision health care services efficiently and effectively, and expand
services. Management believes that the ability to do that is
significantly enhanced by a for-profit corporate structure which provides
the corporation with flexibility that a not-for-profit entity does not
have, including, among other things, the ability to raise capital through
stock offerings.

Currently, VCI contracts with public and private employers, HMOs,
PPOs, health insurance carriers, self-insured corporations, unions and
other associations (collectively, the "Sponsors") to provide pre-paid
group managed vision care services to members, clients or employees of the
Sponsors who choose to participate in a Plan (the "Participants"). The
Sponsors provide access to a large number of potential Participants
thereby enabling VCI to reach a greater number of persons without the
economic burden of marketing directly to the public. As of March 1, 1996,
VCI had contracts with 494 Sponsors. The vast majority of VCI's contracts
with its Sponsors are assignable by VCI without the consent of the Sponsor
which will enable the Company to continue services to current Sponsors.
In those cases where Sponsors must approve the assignment, the Company
does not anticipate any problem in obtaining such approvals because, in
the Company's opinion, VCI, through its staff and brokers, has developed
loyal relationships with its Sponsors by providing the Sponsors'
employees, members and clients with quality vision care products and
services.

To the extent necessary, VCI will develop a Plan for each Sponsor
that is tailored to meet the needs of the particular Sponsor and its
members, employees or clients. Then, in exchange for fixed payments made
by the respective Sponsors for each enrolled Participant, Participants
obtain eye health examinations, corrective lenses and frames through VCI's
network of more than 1,000 Providers for no additional payment, unless
there is a deductible or a required co-payment. Participants may select
glasses and other vision products covered by the Plan, or choose from a
wide variety of upgraded frames and lenses at an additional cost.
Upgraded items include, among other things, designer frames, designer
sunglasses, tints, ultra-violet filters, anti-reflective coatings,
speciality lenses, sports and occupational eyewear, photochromatic lenses
and polycarbonate lenses. Complete contact lens services, including
testing, fitting and servicing, as well as post-cataract and pediatric
eyecare services are also available.

VCI's management determines an appropriate premium for a Sponsor's
Plan based upon a number of factors, including the total number of
Participants in the Plan, the services to be provided to Plan Participants
and the historical use of the Plan's services by similar Participants.
The exact premium amount is then negotiated by VCI's management and the
Sponsor at the time VCI enters into an agreement with the Sponsor. The
amount of the premium is included in the agreement between the Sponsor and
VCI and generally cannot be adjusted until the expiration of the current
term of such agreement. The term of the agreement generally ranges
between one and two years. Moreover, the agreement typically is not
terminable by either the Sponsor or VCI (although VCI may terminate the
agreement for the Sponsor's failure to remit premiums) unless the
terminating party provides the non-terminating party with notice of
cancellation ranging from 30 to 90 days prior to the expiration of the
term of the agreement. Historically, approximately 95% of the Sponsors
have renewed their contracts with VCI.

Sponsors contract with VCI for Plans because they are a relatively
inexpensive way of providing an additional health care benefit to
employees and other beneficiaries. In addition to tailoring a Plan to
meet the needs of a particular Sponsor and its members, employees or
clients, VCI also prepares all Plan literature and claim forms for
Sponsors and their Participants; recruits Providers to provide eyecare
services to Participants; provides data processing services for billing
accounts, and renders payments to Providers and other vendors in
connection with eyecare services rendered to Participants; monitors
utilization of services by Participants; and provides quality control
procedures relating to services. The Company believes that Sponsors
typically offer their members or employees participation in the Plans as a
health care option or as an enhancement to the basic benefits offered to
such members or employees.

The Company believes there are several features of the Plans in
addition to the advantages discussed above that make choosing a Plan a
smart decision for Sponsors. First, the Plans are convenient. VCI
provides a state-wide panel of Providers from which a Participant can
choose in order to get the maximum benefit from a Plan, although any
provider may be chosen, panel or non-panel. VCI uses a pre-certified
benefit form which allows a Participant utilizing the services of panel
Providers to receive covered services without making any payment (unless
the particular Plan requires a deductible or co-payment) or completing any
claims paperwork. In addition to convenience, the Plans provide quality
and cost control. VCI maintains quality control standards for
examinations and lens fabrication and encourages its panel Providers to
order high quality frames. Quality control is also enhanced by the fact
that VCI maintains committees to review claims and resolve complaints.

VCI also receives revenues through its administrative service
programs for managing Sponsors' self-funded plans. In exchange for
processing claims, providing data processing for billing accounts, and
performing other services for those Sponsors, VCI receives a cost
reimbursement and an administrative fee.

In short, the Company believes that VCI has an effective structure
for providing vision care products and services to Sponsors and
Participants. Accordingly, the Company anticipates operating its business
in much the same manner that VCI has operated its business for the past 28
years.

VSP License Agreement

Substantially all of VCI's revenues are derived from Plans offered
under the names "Vision Service Plan", or "VSP," under license from Vision
Service Plan, the nation's largest provider of prepaid vision service
plans. Vision Service Plan is a non-profit PPO that has been providing
vision care benefits for more than 40 years and was one of the first PPOs
to focus exclusively on group vision care, designing and administering its
first vision benefit plan in 1954. Vision Service Plan has expanded to
become the largest vision network in the country, with more than 23,000
providers. Vision Service Plan offers vision care service plans directly
in 46 states and the District of Columbia, and indirectly in the remaining
4 states (including Florida) under license arrangements with other
providers of prepaid vision care service plans.

In 1988, VCI and Vision Service Plan entered into a license
agreement (the "License Agreement"), giving VCI the exclusive right in
Florida to use the federally registered and common law service marks "VSP"
and "Vision Service Plan" in exchange for license fees equal to $2,000 per
year. By entering into the License Agreement, VCI gained the advantages
of being associated with the largest vision care network in the U.S. while
maintaining the advantages of local control over the quality of vision
care services.

Under the License Agreement, VCI also provides reciprocal services
through its Providers to participants in other VSP plans who happen to
reside in Florida but whose sponsors are based outside the state. These
sponsors have contracted with another VSP entity, whether Vision Service
Plan or one of its other licensees, for prepaid vision care services for
their covered participants. Likewise, under the reciprocal arrangements
with Vision Service Plan, VCI Participants who reside outside Florida but
whose Florida-based Sponsors have contracted with VCI for Plan coverage
utilize the services of VSP provider networks in other states.

Revenues from VCI Plans offered under the VSP name, including both
prepaid and administrative service programs (net of claim costs),
accounted for approximately 88.3%, 91.8% and 92.9% of VCI's revenues in
1995, 1994 and 1993, respectively. Additionally, revenues from reciprocal
business for services provided by VSP Providers to Florida residents
participating in non-VCI plans offered by Vision Service Plan or its
licensees in other states accounted for approximately 1.5%, 3.1% and 4.6%
of VCI's revenues (net of claim costs) in 1995, 1994 and 1993,
respectively. The Company estimates that as of March 1, 1996, there were
approximately 50,000 Participants residing out-of-state who are covered by
VSP reciprocal arrangements under VCI Plans.

Vision Service Plan has notified VCI that it intends to terminate
the License Agreement effective December 31, 1997. While the reason for
the notification was not disclosed by Vision Service Plan, VCI has advised
that it believes Vision Service Plan is considering offering vision care
service plans directly in Florida. VCI has met with VSP representatives
in an attempt to negotiate a continuation of the License Agreement.
Although VCI plans to meet with VSP representatives several more times in
the coming months, there can be no assurance that it will be successful in
securing an extension of the License Agreement. In the event that a new
contract is signed, management anticipates that the contract will be on
substantially the same terms and conditions as the License Agreement. As
stated earlier, the Company believes that it will be able to maintain many
of its Sponsors, Participants and Providers by converting Sponsors' plans
from VSP Plans to the Company's own proprietary plans if the License
Agreement is terminated. However, neither VCI nor the Company has entered
into discussions with any Sponsor regarding such a conversion. See "Risk
Factors -- Possible Termination of Vision Service Plan License Agreement."
The Company also believes that it will be able to negotiate arrangements
for the provision of services on a reciprocal basis to Participants out-
of-state. However, there can be no assurance that it will be able to do
so. The VSP name is well known and management believes that it has given
VCI a marketing advantage with Sponsors. Moreover, if the License
Agreement is terminated, the Company eventually would lose virtually all
revenue from reciprocal business in Florida for out-of-state VSP Plans.

Primary Plus

Primary Plus was created by VCI in 1993 to take advantage of the
additional revenue potential generated by the shift in emphasis in health
care to HMOs and managed care. It serves as a proprietary vehicle for
Plans marketed to HMOs, which generally use Providers who traditionally
have not been panel Providers under the VSP Plans marketed by VCI. By
contrast, VSP Plans are marketed primarily to businesses, school boards,
and other governmental agencies. As a result of the differing needs and
objectives of the groups targeted by each type of Plan, the rates and
products of the two types of Plans are very different. Primary Plus
usually includes all medical and surgical eyecare as well as routine eye
examinations, eyeglasses and contact lenses, while VSP Plans generally
only cover routine examinations, eyeglasses and contact lenses.

As of March 1, 1996, 13 HMOs with approximately 217,000 Participants
in the aggregate have contracted for Primary Plus Plans. Primary Plus
Plans accounted for approximately 5.8%, 2.4% and 0.2% of VCI's revenues in
1995, 1994 and 1993, respectively. Revenues generated from Primary Plus
Plans are lower than those generated from VSP Plans due to the competitive
nature of the managed care market and the less expensive benefit packages
offered to Primary Plus Participants. Primary Plus is able to compete in
this market by directing patient volume to Providers who are willing to
accept lower reimbursements and negotiating competitive lab arrangements
that lower Primary Plus' corresponding expense levels. Given the
increasing emphasis on health care cost containment and the concomitant
growth in HMOs, the Company intends to emphasize the marketing of Primary
Plus to HMOs.

Effective April 1, 1996, Primary Plus began providing administrative
services to certain PPOs covering approximately 150,000 members. Similar
to its administrative service programs discussed above, VCI will receive
revenues on a cost reimbursement plus administrative fee basis.

The Providers

VCI's programs are designed to provide savings to individual
consumers, insurance companies and employers by reducing the cost of
frames, eyeglass lenses, contact lenses and eye examinations. The
proliferation of optical chain stores and other volume eyewear dispensers
has resulted in competitive pressures on the practices of various
independent optometrists and dispensing opticians. One of the goals of
VCI is to assist such vision care professionals in maintaining or
increasing the volume of their practices while enabling consumers to
reduce their eye care costs. The Company intends to continue that goal by
maintaining and attracting new Providers.

Each Provider must be a licensed practicing doctor of optometry or
ophthalmology. Currently, there are approximately 2,800 licensed
potential Providers in Florida, of which 2,000 are optometrists and 800
are ophthalmologists. VCI's process of selecting potential Providers
includes a review of references from existing Providers and regulatory
agencies, personal interviews and telephone calls to references. The
majority of Providers in VCI's prepaid vision care service plans to date
are optometrists who are licensed professionals specializing in vision
examinations, but who are limited in their ability to treat eye diseases.
Optometrists generally have completed four years of post-graduate
education following completion of a bachelor's degree. The other
Providers are ophthalmologists, who are medical doctors specializing in
the care, treatment and surgery of eyes. As of March 1, 1996, VCI had
Provider Agreements with more than 1,000 Providers. The majority of those
agreements are unilaterally assignable by VCI to an entity which has
purchased substantially all of VCI's assets. As a result, the Company
anticipates continuing services to current Sponsors and Participants
without interruption, and further anticipates that its contractual terms
with the Providers will not be materially different than those reflected
in the historical financial statements of VCI.

The Company anticipates using the same method of contracting with
Providers that VCI currently uses. VCI enters into a separate written
agreement with each optometrist or ophthalmologist who becomes a Provider
(the "Provider Agreement"). Under a Provider Agreement, the Provider
agrees to furnish health care services to Participants in the Plans at
predetermined fees. The Provider Agreement requires that the Provider,
among other things, conduct his or her professional practice in accordance
with the prevailing practices and standards of the profession and the
community. In addition, the Provider must maintain and retain records
relating to Participants in such form as required by law and accepted
medical practice.

Generally, Provider Agreements do not have fixed terms and are
terminable by VCI upon 30 days written notice to the Provider and by the
Provider upon 90 days written notice to VCI. Historically, the majority
of Providers have renewed their agreements with VCI. In order to interest
a greater number of Sponsors, the Company believes that it must establish
a larger network of Providers and will focus its efforts on developing
such a network by continuing to seek highly qualified and geographically
diverse Providers.

VCI generally contracts with Providers to provide services to
Participants simultaneously with the development of a Participant base in
a particular geographic area, although at times VCI may enter into
agreements with Providers in advance of the development of a Participant
base in certain areas in connection with VCI's marketing efforts. The
Company does not expect to alter that strategy. The Providers generally
decide to participate in VCI Plans in order to supplement their
practices. The Plans enable Providers to treat additional patients who
are Participants without requiring them to give up any of their existing
patients or the opportunity to obtain new patients who are
non-Participants. Although patients who are Participants generally pay
fees which are less than those paid by non-Participant patients, the
incremental revenues from Participant patients may be an additional source
of revenue to the Provider with little or no increase in overhead costs.
There can be no assurance, however, that all of the Providers will
continue to participate in the Plans even if their participation results
in such an increase in volume, since that portion of their practices may
become less profitable than other aspects of their practices.

The Company's Strategy

The Company believes current market conditions in vision care favor
companies which provide meaningful cost containment to the buyer. The
Company further believes there are significant niches within each market
offering attractive opportunities for companies which are responsive to
consumer demand for affordable vision care. To take advantage of these
market conditions, the Company's business strategy is to:

- Emphasize cost-effective access to health care. The Company
believes that rising vision care costs will cause buyers to
seek cost containment. The Company plans to focus on this
demand by providing low cost prepaid vision care programs.

- Build on VCI's managed care reputation and capabilities. The
Company believes that VCI is a vision care leader in the
Florida market place because of the quality of its Provider
network, the number of its Sponsors and the development of
flexible and cost-effective vision care services. The Company
intends to build on that reputation and continue to expand
VCI's range and offering of services.

- Expand services. In response to market opportunities, the
Company intends to continue VCI's strategy of expanding its
product lines and services. New delivery systems that
eliminate the pre-certified benefit form are being positioned
in the Provider networks for implementation as required. In
addition, new product lines emphasizing discount and value
added benefits at more competitive prices are being researched
and developed. Select Provider networks are being recruited to
provide non-standard VSP product services.

Marketing and Promotion

VCI does not market its pre-paid plans directly to the public, and
the Company expects to follow suit. The Company believes that the success
of pre-paid vision care plans depends upon its ability to attract and
maintain Sponsors with a substantial number of members or employees for
enrollment in pre-paid programs. To date, VCI's efforts have been
directed primarily to Sponsors located in Florida. However, if the VSP
License Agreement is terminated, the Company may seek to expand its
operations to other geographical locations or attempt to affiliate with
other providers of prepaid vision care service plans. See "Risk Factors -
Possible Termination of Vision Service Plan License Agreement." Marketing
to potential Sponsors will continue to be conducted primarily through
direct personal contact and solicitation by the Company's management. The
Company also intends to continue marketing pre-paid programs through
attendance at trade shows and by advertising in appropriate trade
journals, as well as through networks of independent health insurance
brokers.

VCI has marketed its prepaid plans in Puerto Rico through insurance
agents. Because the Puerto Rico marketplace has great potential for
development, the Company will continue those efforts. In order to be
successful, the Company believes that a full-time sales representative is
necessary to educate brokers, agents and the public on the value of the
benefits being offered.

Competition

The Company will compete in Florida with at least four other
pre-paid vision plans. The membership of one such plan (United Vision
Care Plan, Inc.) is limited to Dade County public school employees and
their families and had approximately $2.1 million of revenues in 1995.
The second company (Optiplan, Inc.) operates primarily in southeast
Florida and Puerto Rico, offering prepaid and discount vision care
services to HMOs and group members. Optiplan's revenues in 1995 were
approximately $3 million. The third company (Spectera Eyecare of Florida,
Inc., f/k/a United Eyecare of Florida, Inc.) received its initial
licensure in Florida in July 1993. Spectera is part of a larger vision
health care organization that primarily provides services in the
Northeast. It currently has limited operations in Florida with revenues
of approximately $.3 million in 1995. A fourth company is being formed by
the American Academy of Ophthalmology and is contemplating operations in
1998 or 1999. The Provider Agreements do not prohibit Providers from
providing services to any other pre-paid vision plan. Furthermore, there
are a sufficient number of qualified opticians, optometrists and
ophthalmologists in Florida to establish independent provider networks.

In addition to Florida's other prepaid vision plans, a number of
other pre-paid vision plans operate in various parts of the United States,
many of which possess memberships and financial, marketing and other
resources much greater than that of the Company. The Company anticipates
that its primary bases of competition with those other pre-paid vision
plans will be savings provided to Sponsors and Participants, quality of
service, administration and management, convenience, and availability.

Government Regulation

Chapter 636 of Florida Statutes, the "Prepaid Limited Health Service
Organization Act of Florida (the "Prepaid Act"), and the regulations
promulgated thereunder, prohibit a commercial enterprise, such as the
Company, from operating a pre-paid optometric service plan without
obtaining and maintaining a certificate of authority from the Insurance
Department. The Company has applied for licensing in accordance with the
Prepaid Act. Management has had discussions with the Insurance Department
and is of the opinion that upon the raising of the $150,000 needed to
satisfy the minimum surplus requirement, the Insurance Department will
issue a certificate of authority which will become effective upon the
closing of the Acquisition. The Prepaid Act requires, among other things,
that the affairs, transactions, accounts, business records and assets of
a licensed entity be examined by the Insurance Department at least once
every three years. In lieu of making its own financial examination, the
Department may accept an independent certified public accountant's audit
report prepared on a statutory accounting basis. A licensed entity is
also required to file with the Insurance Department certain annual,
quarterly and miscellaneous reports, and to maintain a minimum surplus in
an amount which is the greater of $150,000 or 10% of its total
liabilities. Violation of these provisions can result in the suspension
or revocation of the entity's certificate of authority, or in the
imposition of fines.

VCI is licensed under the Puerto Rico Insurance Code as a life and
disability insurance company, which is the type of license necessary to
provide prepaid vision care service plans in Puerto Rico. To date, VCI
has only provided reciprocal services through its Providers to
participants in other VSP plans who reside in Puerto Rico but whose
sponsors are based elsewhere, and the revenues from such services have
been immaterial. The Company filed a request with the Puerto Rico
Commissioner of Insurance to transfer VCI's license to the Company and has
received oral confirmation that the license will be transferred as soon as
practicable after the closing of the Acquisition. See "Proposed
Acquisition of VCI's Business." Although the Company will market its
prepaid plans in Puerto Rico if the license is transferred (See "Business
-- Marketing and Promotion"), management anticipates that the Company's
Puerto Rico operations will be minimal in nature and that its primary
focus will be the provision of reciprocal services. As of the date of
this Prospectus, the Company does not intend to underwrite life or
disability insurance in Puerto Rico. The Commissioner of Insurance may
require the Company as a licensee to make special reports from time to
time with respect to particular losses or claims, or on any other matter
that he/she deems advisable. Furthermore, as a condition to licensing,
the Company will be required to appoint a licensed general agent who is a
resident of Puerto Rico with the power or duty to supervise the
underwriting and policy service operations of the Company. Violations of
the Puerto Rico Insurance Code can result in the suspension or revocation
of, or a refusal to renew, the Company's license, or the imposition of
fines.

VCI provides Medicaid Plans, and its Primary Plus Plans include
Medicare Participants. As a result, the Company will be required to
comply with extensive federal and state regulations in order to receive
reimbursement for Medicare and Medicaid Participants. There can be no
assurance that Medicare and Medicaid will not reduce their benefits in the
future or impose other regulations or requirements that may have an
adverse effect on the Company's financial condition.

The Company believes that VCI's programs, and the relationships
between and among VCI, its Sponsors, Participants and Providers have been
designed to comply with existing laws, and that VCI's operations are
currently in compliance therewith. The Company fully expects to comply
with all applicable laws and regulations. However, there is no assurance
that future laws and regulations will not be adopted, or existing laws and
regulations will not be modified or interpreted in a manner that would
materially adversely affect the Company.

Properties

VCI leases its office from independent third parties. VCI's
corporate offices consist of 12,675 square feet of space located at 1511
North Westshore Boulevard, Suite 1000, Tampa, Florida 33607. VCI pays a
monthly base rental of $19,805 under a 62-month non-cancelable operating
lease agreement which expires on October 31, 1999. The monthly rent will
increase $528 beginning on September 1, 1996 and another $528 on each
September 1 thereafter, until the expiration of the lease. VCI is also
liable for its pro rata share of any operating costs incurred annually by
the lessee that are greater than $7.00 per square foot of total square
footage leased. VCI has one five-year option to extend the lease at fair
market value at the time of the exercising of such option. In addition,
VCI leases satellite offices in Longwood and Coral Springs, Florida. The
Company will assume all of VCI's liabilities under such leases pursuant to
the terms and conditions of the Asset Purchase Agreement.

Employees

At December 31, 1995, VCI had approximately 53 employees, including
48 administrative personnel, and 5 sales personnel. To the best of the
Company's knowledge, VCI is not a party to any collective bargaining
agreements and believes that its relations with its employees are good.
The Company anticipates hiring most, if not all, of VCI's employees after
the Acquisition.

MANAGEMENT

Executive Officers and Directors

The following table sets forth certain information concerning the
executive officers and directors of the Company:

Name Age Position

Howard J. Braverman, O.D.(1)(4)* 49 Chairman of the Board of
Directors
Peter D. Liane, O.D.(1)* . . . . 40 Chief Executive Officer,
President and Director
James W. Andrews, O.D.(2)* . . . 43 Vice President and Director
Alan P. Fisher, O.D.(3)* . . . . 45 Secretary and Director
Terrance W. Naberhaus, O.D.(2)* . 39 Treasurer and Director
James R. Brauss, O.D.(1) . . . . 48 Director
Stanley D. Braverman, M.D.(3)(4) 45 Director
Allen L. Garrett(3) . . . . . . . 56 Director
Landrum R. Landreth(1) . . . . . 71 Director
Jeffery C. Locke, O.D.(3) . . . . 35 Director
Raymond M. Neff(2) . . . . . . . 54 Director
John M. Renaldo, O.D.(2) . . . . 52 Director

_______________
* Member of the Executive Committee.
(1) Class 1 director whose term will expire at the 1997 annual meeting
of shareholders.
(2) Class 2 director whose term will expire at the 1998 annual meeting
of shareholders.
(3) Class 3 director whose term will expire at the 1999 annual meeting
of shareholders.
(4) Howard Braverman and Stanley Braverman are brothers.

The following executive officers of VCI are expected to become
executive officers of the Company following the Acquisition:

Name Age Anticipated Position

Luis M. Perna, M.S.M. . . . . 45 President of VSP Division
Roy L. Burgess, C.P.A., M.S.M. 42 President of Primary Plus
Division
Eugene T. Pizzo, Jr., M.S.M. . 53 Controller
Ronald R. Barnette . . . . . . 46 Vice President-Sales and
Marketing of VSP Division

Howard J. Braverman, O.D., Chairman of the Board of the Company, has
been a practicing O.D. with Braverman Eye Center since 1981. Dr.
Braverman was also associated with Eye Care of Florida from April 1994 to
December 1994. Dr. Braverman has been a board member of VCI since January
1994.

Peter D. Liane, O.D., Chief Executive Officer, President and
director of the Company, has practiced as an optometric physician with
Drs. Barrack and Liane, P.A. since 1979. Dr. Liane is the President of
the Florida Optometric Association and has been a board member of VCI
since January 1995.

James W. Andrews, O.D., Vice President and director of the Company,
has been a sole practitioner since March of 1994. Dr. Andrews was a
partner with Dr. Cravey, O.D. from January 1982 until March 1994. Dr.
Andrews has been a board member of VCI since January 1991.

Alan P. Fisher, O.D., Secretary and director of the Company, has
been an O.D. in private practice for more than the preceding five years.
Dr. Fisher has been a board member of VCI since January 1991.

Terrance W. Naberhaus, O.D., Treasurer and director of the Company,
has been an O.D. with Brevard Optometry Associates since April 1990. Dr.
Naberhaus has been a board member of VCI since January 1992.

Raymond M. Neff, director of the Company, is President, CEO, and
Director of FCCI Mutual Insurance Company. From 1987 to 1994, he was an
administrator for FCCI Self Insurance Fund. During that same period, Mr.
Neff served as President, Chief Executive Officer and director of Florida
Employees Life Insurance Company and Florida Employees Insurance Service
Corporation. Mr. Neff is a director of Barnett Bank of Southeast Florida
and has been a board member of VCI since January 1992.

James R. Brauss, O.D., director of the Company, has been a
practicing O.D. with the firm of James R. Brauss, O.D., P.A. since 1988.
Dr. Brauss is on the Board of Directors of the Broward County Branch of
the American Lung Association and the Broward County Optometry Association
and was a board member of VCI from January 1990 to December 1995.

John M. Renaldo, O.D., director of the Company, has been operating
as an independent contractor with Dr. Salvatore M. DeCanio, Jr. since
February 1996. Prior to working with Dr. Gary Enker at the Enker Eye
Center from October 1994 to February 1996, Dr. Renaldo practiced as Dr.
John M. Renaldo, P.A. Dr. Renaldo has been a board member of VCI since
January 1990.

Landrum R. Landreth, director of the Company, has been retired for
more than the preceding five years. Mr. Landreth has been a board member
of VCI since January 1993.

Stanley D. Braverman, M.D.. director of the Company, has been a
practicing medical doctor, specializing in ophthalmology, since February
1981. Dr. Braverman has been the Medical Director for VCI's Primary Plus
Division since October 1993 and is a clinical instructor in ophthalmology
at the University of Miami School of Medicine.

Jeffery C. Locke, O.D., director of the Company, has been practicing
as Jeffery C. Locke, O.D., P.A. since 1990. In addition, Dr. Locke has
been the Director of Quality Assessment of VCI since January 1994 and
Optometric Director of VCI since August 1995.

Allen L. Garrett, director of the Company, helped to form VCI's
first panel of doctors in 1969 and 1970 and served as President and Chief
Executive Officer of VCI from January 1980 to January 1996. Mr. Garrett
is the current Chairman of the Council of Growing Companies.

Luis M. Perna, M.S.M. has been President of VCI's VSP Division since
January 1996. Prior to that date, Mr. Perna served as Vice President of
Operations from 1990 to 1995. From 1973 to 1990, Mr. Perna was employed
by Crown Life Insurance Company of Canada in both U.S. group insurance
sales and administrative capacities. His final position there was
Regional Manager, Group Administration. Mr. Perna received his B.A. in
Political Science from the University of Florida in 1973 and his M.S. in
Management from Florida International University in 1976.

Roy L. Burgess, C.P.A., M.S.M. is the President of VCI's Primary
Plus Division where he is responsible for product design, marketing,
claims adjudication, underwriting, contract preparation, customer service,
provider relations and quality improvement. Prior to joining VCI in July
1995, Mr. Burgess worked at Prudential Health Care System for 10 years as
Director of Operations for its multiple managed care plans in Tampa and
Orlando, Florida.

Eugene T. Pizzo, Jr., M.S.M., has served as Controller of VCI since
1990. From 1982 until his promotion to Controller in 1990, Mr. Pizzo
served as VCI's office manager. Prior to joining VCI, Mr. Pizzo was a
career officer in the United States Air Force for 20 years during which
time he received his M.S. in Management from Troy State University.

Ronald R. Barnette joined VCI in 1989 and has served as Vice
President of Marketing since February 1990. Prior to joining VCI, Mr.
Barnette served as an account executive with Vision Service Plan from 1984
to 1988, a marketing representative with 3M Company from 1979 to 1984, and
a marketing representative with General Motors Corp. from 1971 to 1979.
Mr. Barnette received his B.S. in Marketing from Virginia Polytechnic
Institute in 1971.

Directors' Compensation

Historically, VCI's board members have received $350 for the first
day of a board meeting, $250 for each subsequent day, and reimbursement
for any reasonable out-of-pocket expenses. In addition, the Chairman of
the Board receives $9,600 per year, and the Vice Chairman and Treasurer
each receive $2,400 per year. The Company expects to adopt the same
policy following the Acquisition.

Directors are eligible to receive options under the Stock Option
Plan described below. See "Management--Executive Compensation."

Executive Compensation

Because the Company has no operating history, compensation
information for executive officers is not available for 1995. The
following table summarizes the compensation received by VCI's Chief
Executive Officer and each of its most highly compensated executive
officers other than the Chief Executive Officer whose total annual base
salary and bonus exceeded $100,000 (the "Named Executives") in their
capacity as executive officers of VCI during 1995. The Company does not
anticipate any change in such compensation, except for annual increases in
the ordinary course of business and consistent with past practice.

1995 Annual Compensation from VCI

Other
Annual All Other
Name and Compensa- Compensa-
Principal Position Salary Bonus tion(1) tion (2)

Allen L. Garrett,
Chief Executive
Officer and
President(3) $ 95,000 $82,103 -0- $4,750
Luis M. Perna, M.S.M.,
President of VSP
Division $ 84,246 $19,769 -0- $4,212
Roy L. Burgess, C.P.A.,
M.S.M.,
President of Primary
Plus Division $ 52,423(4) -0- -0- -0-
_______________

(1) Excludes certain personal benefits such as health insurance, the
total value of which did not exceed the lesser of $50,000 or 10% of
the total annual salary and bonus for the Named Executive.
(2) Consists of contributions to VCI's profit-sharing plan.
(3) Mr. Garrett's term as VCI's Chief Executive Officer and President
expired in January 1996. Currently, Peter D. Liane, O.D., is the
Chief Executive Officer and President of the Company, but, other
than any applicable director fees, Dr. Liane is not compensated for
serving in such capacity. There are no immediate plans to hire a
full-time salaried Chief Executive Officer after the Acquisition.
However, in the event that a new Chief Executive Officer is hired,
the Company anticipates that such person will receive less
compensation than that received by Mr. Garrett while serving as the
Chief Executive Officer and President of VCI.
(4) Mr. Burgess joined VCI in July 1995. Had he worked the entire year,
his salary would have been approximately $128,500.

Option Plan

The Company has established a stock option plan (the "Option Plan")
for the purpose of attracting and retaining the Company's executive
officers and other key employees, directors, and key non-employee advisors
in a manner that will align their interests with those of the Company's
shareholders. A total of 157,500 shares of Common Stock have been
reserved for issuance under the Option Plan. A committee of at least two
directors, who may or may not be employees (the "Committee"), has the
authority to determine the terms of awards granted under the Option
Plan, including, among other things, the individuals who receive awards,
the times when they receive them, vesting schedules, performance goals
triggering the exercisability of options, whether an option is an
incentive or non-qualified option and the number of shares to be subject
to each award. Currently, the Committee members are Howard J. Braverman,
O.D., Alan P. Fisher, O.D., and Terrance W. Naberhaus, O.D.

The exercise price and term of each option will be fixed by the
Committee, except that the exercise price for each stock option which is
intended to qualify as an incentive stock option must be at least equal to
the fair market value of the stock on the date of grant and the term of
the option cannot exceed 10 years. In the case of an incentive stock
option granted to an individual who owns (or is deemed to own) at least
10% of the total combined voting power of all classes of stock of the
Company, the exercise price must be at least 110% of the fair market value
on the date of grant and the term cannot exceed five years. Incentive
stock options may be granted only to employees and only within ten years
from the date of adoption of the Option Plan. The aggregate fair market
value (determined at the time the option is granted) of shares with
respect to which incentive stock options may be granted to any one
individual under the Option Plan, or any other plan of the Company or any
parent or subsidiary, which stock options are exercisable for the first
time during any calendar year, may not exceed $100,000. An optionee may,
if the Committee so provides in an option award, elect to pay for the
shares to be received upon exercise of his options in cash or shares of
Common Stock or any combination thereof. All options will become
exercisable upon any event constituting a change of control of the Company,
which could have the effect of deterring potential acquisitions of the
Company.

In April 1996, the Committee granted a total of 131,906 non-
qualified options as follows: (i) 55,125 to executive officers, directors
and/or shareholders of the Company who have spent considerable time and
effort in connection with organizing the Company and furthering the
Acquisition (the "Organizing Group"); (ii) 70,875 to those, including key
non-employee advisors and executive officers of the Company, who are
expected to play a key role in encouraging continued Provider and Sponsor
participation in the Plans that the Company will assume from VCI (the
"Network Development Group") and (iii) 5,906 to Messrs. Pizzo and Barnette
who are expected to become officers of the Company upon completion of the
Acquisition. Each of the following individuals, as members of both the
Organizing Group and the Network Development Group, received 15,750
options each: Howard J. Braverman, Chairman of the Board; Peter D. Liane,
Chief Executive Officer and President; James W. Andrews, Vice President;
Alan P. Fisher, Secretary; and Terrance W. Naberhaus, Treasurer. In
addition, the Committee awarded 7,875 options each to Messrs. Perna and
Burgess, both of whom are shareholders of the Company and executive
officers of VCI and are expected to become executive officers of the
Company following the Acquisition, in connection with the time they have
devoted outside normal working hours as members of the Organizing Group.

The options have a term of 10 years and an exercise price of $.29
per share, which the Company has determined represents the fair market
value of the Common Stock on the date of grant. All options granted to
the Organizing Group vest 20% on grant and an additional 20% at the end of
each full year after grant, assuming the holders remain in their
capacities of officers or directors of the Company. The options granted
to each member of the Network Development Group vest 25% upon acceptance
by that member of the responsibility of promoting Provider and Sponsor
participation and 75% at the end of 1996 as to each member of that group
who fulfilled his or her responsibilities in the opinion of the Committee.
The options of Messrs. Pizzo and Barnette vest 20% upon the commencement
of their employment with the Company and the balance at 20% per year for
each year during which they remain employed by the Company. All options
not already vested will vest upon any change of control over the Company.

Employment Agreements

VCI has entered into one year employment agreements with Luis M.
Perna, VCI's Vice President of Operations and President of VCI's VSP
Division since January 1996, Roy L. Burgess, VCI's Vice President of
Managed Care and President of VCI's Primary Plus Division since January
1996, and Ron Barnette, VCI's Vice President of Marketing. Mr. Perna's
agreement provides for an annual base salary of $92,000, a discretionary
annual bonus, and participation in certain incentive compensation plans.
Although Mr. Perna's agreement has not been amended, Mr. Perna began
receiving an annual base salary of $100,000 on January 1, 1996. Mr.
Burgess' agreement provides for an annual base salary of $128,500. Mr.
Barnette's agreement provides for an annual base salary of $70,000 and
incentive payments tied to the annualized volume of VSP contracts and the
sale of Primary Plus contracts. Messrs. Perna's and Burgess' agreements
will be renewed automatically for an additional year on each anniversary
date thereof, unless any party gives written notice of nonrenewal. During
their employment with VCI, and for a period of six months thereafter in
the case of Mr. Perna and one year in the case of Messrs. Burgess and
Barnette, the individuals are prohibited from competing with VCI directly
or indirectly in any business involving the soliciting or administering of
eye care within a state in which VCI offers such coverage or services and
actually writes business. The Company anticipates that each of the above
named employees will enter into employment agreements with the Company on
substantially the same terms and conditions.

Indemnification and Insurance

The Florida Business Corporation Act (the "Florida Act") authorizes
Florida corporations to indemnify any person who was or is a party to any
proceeding (other than an action by, or in the right of, the corporation),
by reason of the fact that he or she is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request
of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise,
against liability incurred in connection with such proceeding, including
any appeal thereof, if he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. In
the case of an action by or on behalf of a corporation, indemnification
may not be made if the person seeking indemnification is adjudged liable,
unless the court in which such action was brought determines such person
is fairly and reasonably entitled to indemnification. The indemnification
provisions of the Florida Act require indemnification if a director or
officer has been successful on the merits or otherwise in defense of any
action, suit or proceeding that he or she was a party to by reason of the
fact that he or she is or was a director or officer of the corporation.
The indemnification authorized under Florida law is not exclusive and is
in addition to any other rights granted to officers and directors under
the Articles of Incorporation or Bylaws of the corporation or any
agreement between officers and directors and the corporation. A
corporation may purchase and maintain insurance or furnish similar
protection on behalf of any officer or director against any liability
asserted against the director or officer and incurred by the director or
officer in such capacity, or arising out of the status, as an officer or
director, whether or not the corporation would have the power to indemnify
him or her against such liability under the Florida Act.

The Company's Bylaws provide for the indemnification of directors of
the Company to the maximum extent permitted by Florida law and for the
advancement of expenses incurred in connection with the defense of any
action, suit or proceeding that the director was a party to by reason of
the fact that he or she is or was a director of the Company upon the
receipt of an undertaking to repay such amount, unless it is ultimately
determined that such director is not entitled to indemnification.

The Company intends to obtain a directors' and officers' liability
insurance policy insuring (i) the officers and directors of the Company
from claims arising out of an alleged wrongful act by the directors and
officers of the Company in their respective capacities as directors and
officers of the Company and (ii) the Company to the extent that the
Company has indemnified the directors and officers for such loss. It is
not expected that such insurance will cover claims under Federal or state
securities laws.

Compensation Committee Interlocks and Insider Participation in
Compensation Decisions

The Company anticipates that the Board of Directors will determine
compensation for the Company's executive officers.

CERTAIN TRANSACTIONS

All of the officers, directors and 5% shareholders of the Company,
except for three, are members and officers or directors of VCI. The
following table indicates the positions with VCI and the Company as of the
date of this Prospectus of each officer, director and present shareholder
of the Company:

Positions with
Name Positions with VCI Company (1)

James W. Andrews, Board Member Vice President and
O.D. Director
James R. Brauss, Former Board Member Director
O.D.(2)
Howard J. Braverman, Board Member Chairman of the Board of
O.D. Directors
Stanley D. Braverman, Medical Director(4) Director
M.D.
Roy L. Burgess, President of Primary
C.P.A., M.S.M. Plus Division(4)
Alan P. Fisher, O.D. Board Member Secretary and Director
Allen L. Garrett Consultant(3)(4) Director
Landrum R. Landreth Board Member Director
Mitchell W. Legler None
Peter D. Liane, O.D. Board Member Chief Executive Officer,
President and Director
Jeffery C. Locke, Director of Quality Director
O.D. Assessment and
Optometric
Director(4)
Terrance W. Board Member Treasurer and Director
Naberhaus, O.D.
Raymond M. Neff Board Member Director
Luis M. Perna, M.S.M. President of VSP
Division(4)
John M. Renaldo, O.D. Board Member Director
Judith A. Zellers, Former Board Member
O.D.
_______________
(1) Each person listed owns more than 5% of the Company's outstanding
Common Stock, with the exception of Stanley Braverman who is not a
shareholder of the Company. See "Principal Shareholders."
(2) Dr. Brauss served as a board member of VCI from January 1990 to
December 1995.
(3) Mr. Garrett was President and Chief Executive Officer of VCI until
January 1996. Currently, a consulting contract between VCI and Mr.
Garrett is being negotiated but has not been signed.
(4) The individual is expected to serve in the same capacity with the
Company following the Acquisition.

See "Proposed Acquisition of VCI Business" for information
concerning the terms of the proposed acquisition by the Company of VCI's
assets. VCI, a non-stock, not-for-profit corporation, appointed a special
committee in connection with the negotiation and execution of the Asset
Purchase Agreement, consisting of a VCI director and two VCI members, none
of whom is an officer or director of the Company. The special committee
has been advised by its own counsel in connection with the transaction,
and the price of the assets being sold by VCI to the Company in the
Acquisition has been established by an independent appraisal firm retained
by the special committee to determine the fair market value of such
assets. Consummation of the Acquisition is subject to the affirmative
vote by VCI's members which was obtained at an annual meeting of members
held in May 1996.

Mitchell W. Legler, a shareholder of the Company and the sole
shareholder of Mitchell W. Legler, P.A., is counsel to the Company.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of the date of this Prospectus,
information regarding the beneficial ownership of Common Stock by each
person known by the Company to be the beneficial owner of more than 5% of
the Company's outstanding Common Stock, by each director of the Company,
each Named Executive, and by all directors and executive officers of the
Company as a group. Each person named in the table has sole voting and
investment power with respect to all Common Stock shown as beneficially
owned by such person. None of such shareholders is selling any Common
Stock in the Offering.

<TABLE>
<CAPTION>
Percentage Percentage
Shares Percentage Ownership After the Ownership After the
Beneficially Owned Ownership Prior to Offering Assuming Offering Assuming
Prior to Offering the Offering Maximum Offering Minimum Offering

<S> <C> <C> <C> <C>
James W. Andrews, O.D.(1) 11,419 7.77% 1.75% 2.88%
James R Brauss, O.D. 7,875 5.36 1.21 1.98
Howard J. Braverman, O.D.(1) 19,294 13.14 2.96 4.86
Roy L. Burgess, C.P.A., 9,450 6.43 1.45 2.38
M.S.M.(2)
Alan P. Fisher, O.D.(1) 11,419 7.77 1.75 2.88
Allen L. Garrett 7,875 5.36 1.21 1.98
Landrum R. Landreth 7,875 5.36 1.21 1.98
Mitchell W. Legler 7,875 5.36 1.21 1.98
Peter D. Liane, O.D.(1) 11,419 7.77 1.75 2.88
Jeffery C. Locke, O.D. 7,875 5.36 1.21 1.98
Terrance W. Naberhaus, 11,419 7.77 1.75 2.88
O.D.(1)
Raymond M. Neff 7,875 5.36 1.21 1.98
Luis M. Perna, M.S.M.(2) 9,450 6.43 1.45 2.38
John M. Renaldo, O.D. 7,875 5.36 1.21 1.98
Judith A. Zellers, 7,875 5.36 1.21 1.98
O.D.
All directors and
executive officers
as a group (11 persons) 112,220 76.41% 17.24% 28.28%

_____________
(1) The number of shares beneficially owned includes 3,544 shares that are
subject to currently exercisable options and excludes 12,206 shares
that are subject to options that are not currently exercisable.
(2) The number of shares beneficially owned includes 1,575 shares that are
subject to currently exercisable options and excludes 6,300 shares that
are subject to options that are not currently exercisable.
</TABLE>

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of ten million
(10,000,000) shares of the Common Stock, par value $0.01 per share and one
million shares (1,000,000) of preferred stock, par value $0.01 per share
("Preferred Stock"). As of the date of this Prospectus, there were
126,000 shares of Common Stock issued and outstanding. No shares of
Preferred Stock have been issued. Following completion of the Offering,
630,000 shares of Common Stock will be issued and outstanding assuming the
sale of all 504,000 shares of Common Stock offered hereby. There is no
established trading market for the Common Stock, and one is not expected
to develop in the future.

Preferred Stock

The Board of Directors has the authority to issue up to 1,000,000
shares of Preferred Stock in one or more classes or series and to fix the
number of shares constituting any such series and the rights and
preferences thereof, including dividend rates, terms of redemption
(including sinking fund provisions), redemption price or prices, voting
rights, conversion rights and liquidation preferences of the shares
constituting such class or series, without any further vote or action by
the Company's shareholders. The issuance of Preferred Stock by the Board
of Directors could adversely affect the rights of holders of Common Stock.
For example, an issuance of Preferred Stock could result in a class of
securities outstanding that would have preferences over the Common Stock
with respect to dividends and liquidations, and that could (upon
conversion or otherwise) enjoy all of the rights appurtenant to ownership
of Common Stock.

Common Stock

Holders of Common Stock are entitled to receive such dividends as
may be legally declared by the Board of Directors subject to the
preferential rights of any outstanding shares of Preferred Stock. See
"Dividend Policy." Each shareholder is entitled to one vote per share on
all matters to be voted upon and is not entitled to accumulate votes for
the election of directors. Holders of Common Stock do not have preemptive
rights and, upon liquidation, dissolution or winding up of the Company,
are entitled to share ratably in the net assets of the Company available
for distribution to Common Stock holders after the payment of any
preferences to holders of any outstanding shares of Preferred Stock. All
outstanding shares of Common Stock, including the shares offered hereby,
will be validly issued, fully paid and nonassessable.

Transfer Restrictions

Limit on Number of Holders of Record. There is no trading market
for the Common Stock and one is not expected to develop in the future.
If the Company has fewer than 300 shareholders of record, it will not be
required to file periodic reports with the Commission under the 1934 Act
other than for 1996, and the Company believes that it would not be cost
effective for the Company to file periodic reports under the 1934 Act or
be subject to the 1934 Act's regulations. Accordingly, if the Company has
fewer than 300 shareholders of record, an investor's protection under the
federal securities laws will be limited given that there will be no
publicly available information with respect to the Company, and the
Company will not be required to comply with the federal proxy or periodic
reporting rules, including the disclosure requirements thereunder. If the
Company has more than 300 but fewer than 500 shareholders of record, the
Company will be required pursuant to Section 15(d) of the 1934 Act to file
periodic reports with the Commission. However, unless it voluntarily
chooses to register the Common Stock under Section 12(g) of the 1934 Act,
the Company would not be subject to the 1934 Act's proxy rules (which
impose disclosure requirements, including requirements relating to annual
reports to shareholders, in connection with shareholder meetings) or be
subject to the short swing insider trading reporting and liability
provisions of Section 16 of the 1934 Act (which require executive officers,
directors and 10% or more owners of a public company's equity securities to
report all transactions in such equity securities and pay over to the
Company any profit realized on any purchase and sale taking place within
the same six month period).

In order to avoid the requirement of having to register its Common
Stock under Section 12(g) of the 1934 Act, the Company's Articles of
Incorporation provide that no person shall become a Holder of Record (as
defined in the Articles of Incorporation) of shares of Common Stock if
immediately thereafter the number of Holders of Record of the Common Stock
would equal or exceed 500 Holders of Record, or such other number as may
subsequently be set forth in Section 12(g) of the 1934 Act as the minimum
number of Holders of Record for a class of equity securities to be required
to be registered under Section 12 of the 1934 Act (the "Public Company
Threshold"). If as a result of the Offering the Company has more than 300
but fewer than 500 shareholders of record, the Company will continue to be
subject to the periodic reporting requirements of the 1934 Act so long as
the number of shareholders of record does not drop below 300 persons, but
the Company presently does not intend to voluntarily register the Common
Stock under the 1934 Act. Therefore, the Company presently expects to
continue to enforce the transfer restrictions in the Articles of
Incorporation, which are described in greater detail below, and under such
circumstances, shareholders would not have the protections of the proxy
rules, including the disclosure requirements thereunder. Additionally,
shareholders would not have the protections of the short swing insider
trading and liability provisions of Section 16 of the 1934 Act, although
it should pointed out that in the absence of a trading market for the
Common Stock, insiders are not likely to engage in frequent acquisitions
or dispositions of Common Stock in any event.

The transfer restrictions in the Articles of Incorporation provide
that if immediately after any direct or indirect transfer of Common Stock
(including, but not limited to, the transfer into the name of a pledgee as
record owner, or a transfer made for the purposes of circumventing the
registration requirements of Section 12 of the 1934 Act) the number of
Holders of Record of the Common Stock would equal or exceed the Public
Company Threshold, such transfer shall be null and void to the intended
holder, and the intended holder will have no rights to the Common Stock.
Common Stock transferred or proposed to be transferred, which would result
in the Public Company Threshold being equaled or exceeded, will be deemed
held in trust on behalf of and for the benefit of the Company. Such
shares of Common Stock shall be deemed a separate class of stock.

Any person who acquires, attempts or intends to acquire, or retains
shares in violation of these restrictions shall provide written notice to
the Company of such event. Anyone making or contemplating a transfer, and
any transferee or proposed transferee, may contact the Company for
information on the number of Holders of Record at the time and whether the
transfer in question may result in the number of Holders of Record equalling
or exceeding the Public Company Threshold. The Company intends to respond
promptly to all requests for such information. The Board of Directors will,
within six months after receiving notice of such actual or proposed
transfer, either (i) direct the holder of such shares to sell all shares
held in trust for the Company to one or more existing Holders of Record for
cash in such manner as the Board of Directors directs (which the Company
anticipates would be at a price established by arms' length bargaining
between buyer and seller, or the fair market value of the shares as
determined by appraisal) or (ii) redeem such shares for a price equal to
the lesser of (a) the price paid by the holder from whom shares are being
redeemed and (b) the price determined in good faith by the Board of
Directors as the fair market value of such Common Stock on the relevant
date. If the Board of Directors directs the holder to sell the shares
pursuant to clause (i) of the preceding sentence the holder shall receive
such proceeds as the trustee for the Company and pay the Company out of
the proceeds of such sale all expenses incurred by the Company in
connection with such sale, plus any remaining amount of such proceeds that
exceeds the amount originally paid by the intended holder for such shares.
There is no cap on the amount of expenses that may be deducted from the
sales proceeds. In the absence of a trading market for the Common
Stock or the stock of an entity comparable to the Company, the Company
anticipates using an independent business appraisal firm to determine the
fair market value of the Common Stock if the Board of Directors elects to
cause the Company to redeem the transferred shares. Factors that the
Company expects to take into consideration in selecting and/or terminating
an appraisal firm include reputation, experience, knowledge of the Company
and its industry, cost and promptness. If the Company disagreed with the
appraisal firm's determination of price, the Company would consult with
the firm regarding the basis for its appraisal. The Company does not
presently anticipate retaining more than one appraisal firm in connection
with an appraisal, but if it reasonably believed that an appraisal was
unfounded, it might retain a second firm and base the redemption price on
an average of the two appraisals. Based on prior experience with
appraisals, management of the Company estimates that the cost of obtaining
an appraisal would be approximately $5,000 to $7,500 in the event that a
permitted transferee could not be located to purchase the shares
transferred in violation of the restrictions on transfer summarized above.
Such cost compares favorably with a minimum of $100,000 per year that
management estimates would be required in terms of additional costs
(including legal and accounting fees and printing and related costs) that
the Company would be required to incur if it were subject to the reporting
and other requirements of the 1934 Act. In the event that it is not
practicable under the circumstances (e.g., due to expense or timing) to
retain an appraisal firm, the Board of Directors reasonably and in good
faith will establish the price based on discounted anticipated cash flows,
future operations, asset values, and such other factors as the Board of
Directors considers relevant at the time. The cost savings would be
reduced to an estimated $20,000 to $25,000 per year if the Company is
subject to the periodic reporting requirements of the 1934 Act but not the
proxy rules or the provisions of Section 16 of the 1934 Act, and the Board
of Directors may determine, based on the number of instances, if any, in
which appraisals must be obtained, that it would be in the best interests
of the Company and its shareholders to waive the transfer restrictions,
which the Board has authority to do, as described below.

Notwithstanding which method of valuation is ultimately used, it is
anticipated that the relevant date would be fixed at or near the end of
the six-month period in order to allow the holder sufficient time to
negotiate an arms-length price with another existing Holder of Record.
The intended holder shall not be entitled to distributions, voting rights
or any other benefits with respect to excess shares except the amounts
described above. Any dividend or distribution paid to an intended holder
on excess shares pursuant to the Company's Articles of Incorporation must
be repaid to the Company upon demand.

In any event, it should be noted that so long each purchaser of
shares in the Offering transfers all of his or her shares to a single
Holder of Record or transfers a portion of his or her shares to someone
who is an existing Holder of Record, the number of Holders of Record of
the Common Stock will not increase. It should also be noted that if the
Board of Directors determines that the cost of enforcing the transfer
restrictions outweighs the costs of complying with the applicable 1934
Act requirements or that it would otherwise be in the best interests of
the Company's shareholders for the Company to register the Common Stock
under Section 12(g) of the 1934 Act (e.g., because the Company needs to
increase the number of Holders of Record in order to raise needed capital
in the Offering or subsequent thereto), the Board of Directors is
authorized to waive the foregoing transfer restrictions without any
action on the part of the Company's shareholders.

All certificates representing shares of Common Stock will bear a
legend referring to the restrictions described above.

Classified Board of Directors. Under the Company's Articles of
Incorporation and Bylaws, the Board of Directors of the Company is divided
into three classes, with staggered terms of three years each. Each year
the term of one class expires.

Special Voting Requirements. The Company's Articles of
Incorporation provide that all actions taken by the shareholders must be
taken at an annual or special meeting of the shareholders or by the
written consent of the holders of 90% of the Company's outstanding voting
stock. The Articles of Incorporation provide that special meetings of the
shareholders may be called by only a majority of the members of the Board
of Directors, the Chairman of the Board or the holders of not less than
35% of the Company's outstanding voting shares. Under the Company's
Bylaws, shareholders will be required to comply with advance notice
provisions with respect to any proposal submitted for shareholder vote,
including nominations for elections to the Board of Directors.

Certain Provisions of Florida Law

The Company is subject to several anti-takeover provisions under
Florida law that apply to a public corporation organized under Florida law
unless the corporation has elected to opt out of such provisions in its
Articles of Incorporation or (depending on the provision in question) its
Bylaws. The Company has not elected to opt out of these provisions. The
Florida Act contains a provision that prohibits the voting of shares in a
publicly held Florida corporation which are acquired in a "control share
acquisition" unless the holders of a majority of the corporation's voting
shares (exclusive of the above shares held by officers of the corporation,
inside directors or the acquiring party) approve the granting of voting
rights as to the shares acquired in a control share acquisition. A
control share acquisition is defined as an acquisition that has not been
approved beforehand by the Company's Board of Directors and immediately
thereafter entitles the acquiring party to vote in the election of
directors within each of the following ranges of voting power: (i) 1/5
or more but less than 1/3 of such voting power, (ii) 1/3 or more but less
than a majority of such voting power and (iii) a majority or more of such
voting power.

The Florida Act also contains an "affiliated transaction" provision
that prohibits a publicly held Florida corporation from engaging in a
broad range of business combinations or other extraordinary corporate
transactions with an "interested shareholder" unless (i) the transaction
is approved by a majority of disinterested directors before the person
becomes an interested shareholder, (ii) the interested shareholder has
owned at least 80% of the Company's outstanding voting shares for at least
five years, or (iii) the transaction is approved by the holders of 2/3 of
the Company's voting shares other than those owned by the interested
shareholder. An interested shareholder is defined as a person who,
together with affiliates and associates, beneficially owns (as defined in
Section 607.0901(1)(e), Florida Statutes) more than 10% of the Company's
outstanding voting shares.

LEGAL MATTERS

The validity of the shares of Common Stock to which this Prospectus
relates will be passed upon for the Company by Foley & Lardner,
Jacksonville, Florida.

EXPERTS

The balance sheet of Vision Health Care, Inc. as of December 31,
1995 and the consolidated financial statements of Vision Care, Inc. as of
December 31, 1995 and 1994, and for the years ended December 31, 1995,
1994 and 1993 have been included herein in reliance upon the report of
Dwight Darby & Company, independent certified public accountants, and upon
the authority of said firm as experts in accounting and auditing.

<PAGE>
VISION HEALTH CARE, INC.

INDEX TO FINANCIAL STATEMENTS

Unaudited Pro Forma Financial Information Page

Assuming the sale of 250,000 shares of Common Stock and a
$2.5 million loan (Minimum Offering):

Pro Forma Balance Sheet as of March 31, 1996 (Unaudited) . F-2
Notes to Pro Forma Balance Sheet . . . . . . . . . . . . . F-4
Pro Forma Statement of Operations for the Three Months
Ended March 31, 1996 (Unaudited) . . . . . . . . . . . . . F-5
Notes to Pro Forma Statement of Operations . . . . . . . . F-7
Pro Forma Statement of Operations for the Year Ended
December 31, 1995 (Unaudited) . . . . . . . . . . . . . . F-8
Notes to Pro Forma Statement of Operations . . . . . . . . F-10

Vision Health Care, Inc.
Balance Sheet as of March 31, 1996 (Unaudited) . . . . . . . F-11
Notes to Balance Sheet . . . . . . . . . . . . . . . . . . . F-12
Independent Auditors' Report . . . . . . . . . . . . . . . . F-13
Balance Sheet as of December 31, 1995 . . . . . . . . . . . . F-14
Notes to Balance Sheet . . . . . . . . . . . . . . . . . . . F-15

Vision Care, Inc.
Statements of Financial Position as of March 31, 1996 and
1995 (Unaudited) . . . . . . . . . . . . . . . . . . . . . F-16
Statements of Activities for the Three Months Ended March
31, 1996 and 1995 (Unaudited) . . . . . . . . . . . . . . . F-17
Statements of Cash Flows for the Three Months Ended March
31, 1996 and 1995 (Unaudited) . . . . . . . . . . . . . . . F-18
Notes to Unaudited Financial Statements . . . . . . . . . . . F-19
Independent Auditors' Report . . . . . . . . . . . . . . . . F-27
Statements of Financial Position as of December 31, 1995
and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . F-29
Statements of Activities for the Years Ended December 31,
1995, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . F-30
Statements of Cash Flows for the Years Ended December 31,
1995, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . F-31
Notes to Financial Statements . . . . . . . . . . . . . . . . F-33

<PAGE>
VISION HEALTH CARE, INC.

Interim Pro Forma Balance Sheet (Minimum Offering)

March 31, 1996
(Unaudited)

The following unaudited pro forma balance sheet reflects (i) the
purchase of Vision Care, Inc.'s assets by the Company, (ii) the sale of
250,000 shares of Common Stock in the Offering, the minimum amount offered
thereby, and (iii) the securing of a $2.5 million loan, as if all had
occurred on March 31, 1996. Such pro forma information is based upon the
historical balance sheets of the Company and Vision Care, Inc., as of that
date, giving effect to the Acquisition and the application of the proceeds
of the Offering and the loan as set forth under the caption "Use of
Proceeds." This pro forma balance sheet should be read in conjunction
with the historical balance sheet and notes thereto of the Company and the
historical financial statements and notes thereto of Vision Care, Inc.
included elsewhere in this Prospectus.

This unaudited pro forma balance sheet incorporates certain
assumptions that are included in the notes to the pro forma balance sheet.
This pro forma balance sheet is not necessarily indicative of what the
actual financial position of the Company would have been at March 31,
1996, nor does it purport to represent the future financial position of
the Company.

VISION HEALTH CARE, INC.

Interim Pro Forma Balance Sheet (Minimum Offering)

March 31, 1996
(In thousands)
(Unaudited)
<CAPTION>
Historical Pro Forma Adjustments
Vision Vision Health
Health Vision Public Offering Purchase of Vision Care, Inc. Pro
Care, Inc. Care, Inc. and Loan Care, Inc. Assets Forma

<S> <C> <C> <C> <C> <C>
ASSETS
Cash - checking accounts
and short-term
investments $ 24 $ 1,457 $ 4,940(a) $(5,534)(a)(e) $ 887
Certificates of deposit
and marketable
securities 8,326 (3,163)(b) 5,163
Cash on deposit with the
State of Florida 50 50
Accounts receivable
Reciprocal programs 1,731 1,731
Prepaid programs 993 993
Administrative service
programs -
Billed 162 162
Unbilled for
outstanding claims 179 179
Managed care 60 60
Other 0 60(c) 90(c) 150(c)
Interest receivable 39 39
Prepaid expenses 18 18
Organizational costs 15 15
Furniture, equipment and
leasehold improvements -
at cost, net of
accumulated depreciation
of $348,867 350 92(e) 442
------- ------ ------ ------ -----
TOTAL ASSETS $ 39 $13,365 $ 1,837 $(5,352) $9,889
======= ====== ====== ====== =====

LIABILITIES
Professional fees
refundable $ $ 5,157 $(3,157)(b) $ $2,000
Liability for outstanding
claims
Prepaid programs 1,893 1,893
Administrative service
programs 179 179
Managed care program 256 256
Accounts payable 15 177 192
Debt payable 2,500(d) 2,500
Accrued salaries and
commissions payable 103 103
Membership enrollment fees
refundable 6 (6)(b) 0
Deferred income 71 71
Deferred rents 97 97
Advance deposits from
groups 74 74
-------- ------ ------- ------- ------
Total Liabilities 15 8,013 (663) 7,365
-------- ------ ------ ------- ------

STOCKHOLDERS' EQUITY
Common stock 1 3(a) 4
Additional paid in capital 23 2,497(a) 2,520
Retained earnings -
unrestricted 0 5,352 (5,352)(f) 0
------- ------ ------ ------ ------
Total Stockholders'
Equity 24 5,352 2,500 (5,352) 2,524
------- ------ ------ ------ ------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 39 $13,365 $ 1,837 $(5,352) $9,889
======== ====== ======= ====== =====
</TABLE>

See accompanying notes to unaudited pro forma balance sheet.

<PAGE>
VISION HEALTH CARE, INC.

Notes to Interim Pro Forma Balance Sheet (Minimum Offering)
(Unaudited)

1. Adjustments to Pro Forma Condensed Balance Sheet

(a) To reflect the issuance of 376,000 shares of the Company's
Common Stock, of which 250,000 are held by those who buy in
connection with this Offering at a price of $10.00 per share.
The remaining 126,000 shares were purchased by the Company's
founders at $.19 per share. Cash is reduced by the cost of the
Offering (estimated to be $60,000) and other transaction
expenses incurred by the Company in connection with the
acquisition of Vision Care, Inc.'s assets (estimated to be
$90,000). It is assumed that all costs associated with the
Offering and the Acquisition will not exceed $150,000.
Estimated costs include legal fees, accounting fees, printer's
charges for printing securities and the SEC registration
statement, and SEC registration fees.

(b) To refund a portion of the professional fees withheld in prior
years to facilitate the proposed purchase of Vision Care, Inc.'s
assets. To also refund the membership enrollment fees of Vision
Care, Inc.'s charter members.

(c) Vision Care, Inc. has agreed to pay up to $150,000 in actual and
reasonable transaction expenses incurred by the Company in
connection with the Acquisition. Therefore, a receivable of
$150,000 is reflected on this pro forma balance sheet.

(d) To acquire debt of $2.5 million in connection with this
Offering, bearing interest at an annual rate of 5.49% with
interest payable monthly and principal due in twelve months.

(e) To reflect the purchase of Vision Care, Inc.'s assets at their
fair market value of $5 million based on an independent
appraisal at December 31, 1995, plus $443,309 representing an
increase in VCI's book value from December 31, 1995 to March 31,
1996.

(f) To eliminate retained earnings of Vision Care, Inc..

<PAGE>
VISION HEALTH CARE, INC.

Interim Pro Forma Statement of Operations (Minimum Offering)

For the Three Months Ended March 31, 1996
(Unaudited)

The following unaudited pro forma statement of operations reflects
(i) the purchase of Vision Care, Inc.'s assets by the Company, (ii) the
sale of 250,000 shares of Common Stock in the Offering, the minimum amount
offered thereby, and (iii) the securing of a $2.5 million loan, as if all
had occurred on January 1, 1996. Such pro forma information is based upon
the historical results of operations of Vision Care, Inc. for the three
months ended March 31, 1996, giving effect to the Acquisition and the
application of the proceeds of the Offering and the loan as set forth
under the caption "Use of Proceeds." This pro forma statement of
operations should be read in conjunction with the historical balance sheet
and notes thereto of the Company and the historical financial statements
and notes thereto of Vision Care, Inc. included elsewhere in this
Prospectus.

This unaudited pro forma statement of operations incorporates certain
assumptions that are included in the notes to the pro forma statement of
operations. Accordingly, this pro forma statement of operations is not
necessarily indicative of what the actual results of operations of the
Company would have been assuming the Acquisition, the Offering and the
loan had been completed as set forth above, nor does it purport to
represent the results of operations for future periods.

<PAGE>
VISION HEALTH CARE, INC.

Interim Pro Forma Statement of Operations (Minimum Offering)

For the Three Months Ended March 31, 1996
(In thousands, except share and per share data)
(Unaudited)

Pro Forma
Historical(a) Adjustments

Public Vision Health
Vision Care, Offering Care, Inc.
Inc. and Loan Pro Forma

REVENUES
Prepaid programs $ 3,965 $ $ 3,965
Managed care -
Medicaid 206 206
Commercial 106 106
Medicare 101 101
Administrative service
and reciprocal
programs (net of
claim costs of
$2,966) 125 125
Member's dues 18 18
Enrollment fees 3 3
Interest income 155 (57)(b) 98
------ ------ ------
Total revenues 4,679 (57) 4,622
------ ------ ------

COSTS AND EXPENSES
Cost of benefits
provided 2,923 2,923
General and
administrative
expenses 1,268 4(c) 1,272
Retirement plan
contributions 20 20
Depreciation and
amortization 25 25
Interest expense 0 34(d) 34
------ ------ ------
Total costs and
expenses 4,236 38 4,274
------ ------ ------

NET INCOME BEFORE INCOME
TAX EXPENSE 443 (95) 348

Pro forma provision for
income tax 131(e) 131
------ ------- -------

Pro forma net income $ 443 $ (226) $ 217
====== ====== =======

Weighted average number
of Shares Outstanding 0 406,000(f)
=======

Pro forma net income per
share n/a $ .53
=======

See accompanying notes to unaudited pro forma statement of operations.

<PAGE>
VISION HEALTH CARE, INC.

Notes to Interim Pro Forma Statement of Operations (Minimum Offering)

For the Three Months Ended March 31, 1996
(Unaudited)

1. Adjustments to Pro Forma Condensed Statements of Operations

(a) Historical information is not included for the Company because
it had no operations during the three months ended March 31,
1996.

(b) To reflect the decrease in interest income due to the use of
funds to refund a portion of the professional fees withheld in
prior years and membership enrollment fees. (See Note 1(b) to
Notes to Pro Forma Balance Sheet).

(c) To reflect loan expense of $4,000 associated with the cost of
acquiring debt of $2.5 million in connection with the offering.

(d) To reflect interest expense of $34,000 on $2.5 million of new
debt bearing interest at an annual rate of 5.49%, with interest
payable monthly and principal due in twelve months. The
Company has received a proposal from SunTrust Bank outlining
the terms of a loan of up to $4 million with an interest rate
fixed at .85% above the bank's one year certificate of deposit
rate. The loan would be fully secured by pledging a
certificate of deposit owned by VCI.

(e) Reflects the computation of federal and state income tax
expense.

(f) Weighted average number of shares has been computed using the
treasury stock method which includes dilutive common stock
equivalents as if outstanding during the respective periods.

2. Alternative Offering of Shares

The following table demonstrates the effect on debt,
stockholders' equity, interest expense, net income and per
share amounts of various combinations of stock and short-term
debt financing:

Shares Stockholders' Interest Net Per
Sold Debt Equity Expense Income Share
(in thousands, except share and per share data)

300 $2,000 $3,024 $27 $222 $.55
400 1,000 4,024 14 230 .57
500 - 5,024 - 238 .59

<PAGE>
VISION HEALTH CARE, INC.

Pro Forma Statement of Operations (Minimum Offering)

For the Year Ended December 31, 1995
(Unaudited)

The following unaudited pro forma statement of operations reflects
(i) the purchase of Vision Care, Inc.'s assets by the Company, (ii) the
sale of 250,000 shares of Common Stock in the Offering, the minimum amount
offered thereby, and (iii) the securing of a $2.5 million loan, as if all
had occurred on January 1, 1995. Such pro forma information is based upon
the historical results of operations of Vision Care, Inc. for the twelve
months ended December 31, 1995, giving effect to the Acquisition and the
application of the proceeds of the Offering and the loan as set forth
under the caption "Use of Proceeds." This pro forma statement of
operations should be read in conjunction with the historical balance sheet
and notes thereto of the Company and the historical financial statements
and notes thereto of Vision Care, Inc. included elsewhere in this
Prospectus.

This unaudited pro forma statement of operations incorporates
certain assumptions that are included in the notes to the pro forma
statement of operations. Accordingly, this pro forma statement of
operations is not necessarily indicative of what the actual results of
operations of the Company would have been assuming the Acquisition, the
Offering and the loan had been completed as set forth above, nor does it
purport to represent the results of operations for future periods.

<PAGE>
VISION HEALTH CARE, INC.

Pro Forma Statement of Operations (Minimum Offering)

For the Year Ended December 31, 1995
(In thousands, except share and per share data)
(Unaudited)

Pro Forma
Historical(a) Adjustments

Public Vision Health
Vision Care, Offering Care, Inc.
Inc. and Loan Pro Forma

REVENUES
Prepaid programs $13,449 $ $ 13,449
Managed care -
Medicaid 802 802
Commercial 86 86
Administrative service
and reciprocal
programs (net of
claim costs of
$10,244) 518 518
Member's dues 18 18
Enrollment fees 7 7
Realized loss on sale
of investments (1) (1)
Interest income 545 (175)(b) 370
------- ------- -------
Total revenues 15,424 (175) 15,249
------- ------- -------

COSTS AND EXPENSES
Cost of benefits
provided 10,681 10,681
General and
administrative
expenses 4,032 4(c) 4,036
Retirement plan
contributions 52 52
Depreciation and
amortization 90 90
Interest expense 0 137(d) 137
------ ------- ------
Total costs and
expenses 14,855 141 14,996
------ ------- ------

INCOME FROM OPERATIONS 569 (316) 253

OTHER INCOME (EXPENSE)
Professional fees
withheld 1,044 1,044
Return of professional
fees and membership
enrollment fees
previously withheld (5,135) (5,135)
------- -------
NET INCOME (LOSS) BEFORE
INCOME TAX EXPENSE
(BENEFIT) (3,522) (3,838)

Pro forma income tax
benefit (1,443)(e) (1,443)
------- ------- --------

Pro forma net income
(loss) $ (3,522) $ 1,127 $ (2,395)(f)
======= ======= ========

Weighted average number
of Shares Outstanding 0 406,000(g)
=======
Pro forma net loss per
share n/a $ (5.90)(f)
=========

See accompanying notes to unaudited pro forma statement of operations.

<PAGE>
VISION HEALTH CARE, INC.

Notes to Pro Forma Statement of Operations (Minimum Offering)

For the Year Ended December 31, 1995
(Unaudited)

1. Adjustments to Pro Forma Condensed Statements of Operations

(a) Historical information is not included for the Company because
it had no operations during the twelve months ended December
31, 1995.

(b) To reflect the decrease in interest income due to the use of
funds to refund a portion of the professional fees withheld in
prior years and membership enrollment fees.

(d) To reflect interest expense of $137,250 on $2.5 million of new
debt bearing interest at an annual rate of 5.49%, with interest
payable monthly and principal due in twelve months. The
Company has received a proposal from SunTrust Bank outlining
the terms of a loan of up to $4 million with an interest rate
fixed at .85% above the bank's one year certificate of deposit
rate. The loan would be fully secured by pledging a
certificate of deposit owned by VCI.

(e) Reflects the computation of a deferred tax benefit because of
the Company's ability to carry forward the net operating loss
to offset future taxable income.

(f) The loss reflects a one time expense in 1995 of professional
fees withheld in prior years of $4,085,542 of which
approximately $3.1 million is to be refunded in 1996. See
Notes 7 and 13 of Notes to Financial Statements. Had this
expense not been incurred in 1995, pro forma net income for the
pro forma period ended December 31, 1995 would have been
$154,000 ($.38 per share) and VCI's historical pro forma net
income for the period ended December 31, 1995 would have been
$350,858.

(g) Weighted average number of shares has been computed using the
treasury stock method which includes dilutive common stock
equivalents as if outstanding during the respective periods.

2. Alternative Offering of Shares

The following is a chart of various ranges of alternative offering
of shares and financing and their effect on certain financial
statement items:

Shares Stockholders' Interest
Sold Debt Equity Expense Net Loss Per Share
(in thousands, except share and per share data)

300,000 $2,000 $3,024 $110 $(2,379) $(5.84)
400,000 1,000 4,024 55 (2,344) (5.76)
500,000 - 5,024 - (2,310) (5.67)

<PAGE>
VISION HEALTH CARE, INC.

Balance Sheet

March 31, 1996
(Unaudited)

ASSETS

CURRENT ASSETS

Cash $ 24,000
-------
Total current assets 24,000
-------

OTHER ASSETS

Organizational costs 15,134
-------

Total assets $ 39,134
=======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable $ 15,134
------

Total liabilities 15,134
------

STOCKHOLDERS' EQUITY
Common stock, $0.1 par value, 1,000,000
shares authorized, 126,000 shares issues and
outstanding (Note 3) 1,260
Additional paid-in capital 22,740
------
Total stockholders' equity 24,000
------

Total liabilities and stockholders' equity $ 39,134
=======

See Notes to Unaudited Financial Statement

<PAGE>
VISION HEALTH CARE, INC.

Notes to Balance Sheet

March 31, 1996
(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General - The Company was incorporated in May, 1995, under the law
of Florida and was organized for the purpose of continuing the
administration of Vision Care plans currently being conducted by Vision
Care, Inc. The Company has filed a Registration Statement on Form S-1
with the Securities and Exchange Commission with respect to the offering
of Common Stock to members and key employees of Vision Care, Inc. The
Company intends to use the proceeds from the offering to acquire the
assets of Vision Care, Inc. for $5 million and the assumption of certain
liabilities. The Company has had no operations at March 31, 1996.

Organizational Costs - Amortization is provided using the straight-
line method over five years.

NOTE 2 - RELATED PARTY

The Company has board members and stockholders, which are also board
members of Vision Care, Inc.

NOTE 3 - STOCK SPLIT

The number of shares outstanding have been adjusted to reflect a
stock split of 1.75 shares for each share of Common Stock effective as of
March 15, 1996.

<PAGE>
VISION HEALTH CARE, INC.

Audited Financials

INDEPENDENT AUDITORS' REPORT

February 14, 1996

To the Board of Directors
and Stockholders of
Vision Health Care, Inc.

We have audited the accompanying balance sheet of Vision Health Care,
Inc. (a Florida Corporation) as of December 31, 1995, the end of the
initial accounting period of the Company. This financial statement is the
responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the balance sheet. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall balance sheet presentation. We believe that our audit of the
balance sheet provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly,
in all material respects, the financial position of Vision Health Care,
Inc. as of December 31, 1995, in conformity with generally accepted
accounting principles.

DWIGHT DARBY & COMPANY
Certified Public Accountants

<PAGE>
VISION HEALTH CARE, INC.

Audited Financials

BALANCE SHEET

DECEMBER 31, 1995

ASSETS

CURRENT ASSETS
Cash $24,000
------
Total current assets 24,000
------
OTHER ASSETS
Organizational costs 15,134
------
Total assets $39,134
======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $15,134
------
Total liabilities 15,134
------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value,
1,000,000 shares authorized,
72,000 shares issued and
outstanding 720
Additional paid-in capital 23,280
------
Total stockholders' equity 24,000
------
Total liabilities and
stockholders' equity $39,134
======

See Notes to Financial Statement
<PAGE>
VISION HEALTH CARE, INC.

Audited Financials

NOTES TO FINANCIAL STATEMENT

DECEMBER 31, 1995

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General - The Company was incorporated in May, 1995, under the
laws of Florida and was organized for the purpose of continuing the
administration of Vision Care plans currently being conducted by Vision
Care, Inc. The Company plans to file a Registration Statement on Form
S-1 with the Securities and Exchange Commission with respect to the
offering of common shares of equity to members and key employees of
Vision Care, Inc. The Company intends to use the aforementioned
proceeds to acquire the assets of Vision Care, Inc. for an amount not
yet determined at December 31, 1995. The Company intends to qualify as
a C-corporation for Federal income tax purposes for the taxable year
ended December 31, 1995. The Company has had no operations at December
31, 1995.

Organizational Costs - Amortization is provided using the
straight-line method over five years. Amortization will begin in 1996.

NOTE 2 - RELATED PARTY

The Company has board members and stockholders, which are also
board members of Vision Care, Inc.

<PAGE>
VISION CARE, INC.

STATEMENT OF FINANCIAL POSITION
(Unaudited)

MARCH 31,
1996 1995

ASSETS
Cash - checking accounts and short term
investments (Notes 2 and 10) $ 1,457,040 $ 2,047,908
Certificates of deposit and marketable
securities (Notes 1, 2, and 10) 8,326,010 6,346,901
Cash on deposit with the State of Florida
(Note 3) 50,000 50,000
Accounts receivable (Note 1) -
Reciprocal programs 1,730,788 1,256,002
Prepaid programs 993,037 916,614
Administrative service programs -
Billed 162,115 93,696
Unbilled for outstanding claims 179,003 131,606
Managed care program (net of allowance
for doubtful accounts of $21,005 and
$0) 60,001 5,779
Interest receivable 38,847 34,514
Prepaid expenses 17,655 15,861
Furniture, equipment, and leasehold
improvements - at cost, net of
accumulated depreciation of $348,867 and
$315,399, respectively (Notes 1 and 4) 350,430 334,329
---------- ----------
TOTAL ASSETS $13,364,926 $11,233,210
========== ==========
LIABILITIES AND NET ASSETS
LIABILITIES
Professional fees refundable (Notes 7
and 13) $ 5,156,501 $ -
Liability for outstanding claims
(Note 5) -
Prepaid programs 1,892,985 1,685,825
Administrative service programs 179,003 131,606
Managed care program 255,711 51,485
Accounts payable 176,985 82,854
Accrued salaries and commissions payable 103,577 67,486
Membership enrollment fees refundable
(Notes 1 and 11) 5,950 -
Deferred income 70,921 71,925
Deferred rents 97,234 110,237

Advance deposits from group (Note 1) 74,297 66,056
--------- ---------
Total liabilities 8,013,164 2,267,474
--------- ---------
NET ASSETS
Unrestricted 5,351,762 8,965,736
---------- ----------
TOTAL LIABILITIES AND NET ASSETS $13,364,926 $11,233,210
========== ==========

See Notes to Unaudited Financial Statements

<PAGE>
VISION CARE, INC.

STATEMENT OF ACTIVITIES
(Unaudited)

THREE MONTHS ENDED
MARCH 31,
1996 1995

CHANGES IN UNRESTRICTED NET ASSETS
REVENUES
Prepaid programs $ 3,964,837 $ 3,242,318
Managed Care -
Medicaid 205,618 187,069
Commercial 105,709 19,300
Medicare 101,026 -
Administrative service and reciprocal
programs - net of claim costs of
$2,965,715 and $2,344,859 (Note 8) 125,458 94,424
Members' dues 18,462 16,482
Enrollment fees 3,000 2,550
Interest income (net of bank charges of
$9,286 and $8,132 respectively 154,474 106,196
--------- ---------

Total revenues 4,678,584 3,668,339
--------- ---------

COSTS AND EXPENSES
Cost of benefits provided (Note 8) 2,922,590 2,466,576
General and administrative expenses 1,268,169 869,905
Retirement plan contributions (Note 6) 20,096 15,050
Depreciation (Note 1) 24,420 22,451
--------- ---------
Total costs and expenses 4,235,275 3,373,982
--------- ---------

INCOME FROM OPERATIONS 443,309 294,357

OTHER INCOME
Professional fees withheld (Note 11) - 240,301
INCREASE IN UNRESTRICTED NET ASSETS 443,309 534,658

NET ASSETS - BEGINNING 4,908,453 8,431,078
--------- ----------
NET ASSETS - ENDING $ 5,351,762 $ 8,965,736
========= =========

See Notes to Unaudited Financial Statements

<PAGE>
VISION CARE, INC.

STATEMENT OF CASH FLOWS
(Unaudited)

THREE MONTHS ENDED
MARCH 31,
1996 1995

CASH FLOWS FROM OPERATING
ACTIVITIES

Increase in net assets $ 443,309 $ 534,658
------- -------
Adjustments to reconcile changes in
net assets to net cash provided
by operating activities -
Depreciation 24,415 22,451
(Increase) decrease in:
Accounts receivable (620,154) (16,688)
Interest receivable 11,646 (3,128)
Prepaid expenses 37,272 (5,151)
Increase (decrease) in:
Professional fees refundable 23,293 -
Liability for outstanding
claims 136,159 83,745
Accounts payable 76,436 (34,295)
Accrued salaries and
commissions payable (25,325) (29,714)
Deferred income 16,678 (4,245)
Deferred rent (3,910) 36,229
--------- ---------
Total adjustments (323,490) 49,204
--------- --------
Net cash provided by
operating
activities 119,819 583,862
--------- --------

CASH FLOWS FROM INVESTING
ACTIVITIES
Redemption and/or maturity of
certificates of deposit and
bonds 1,012,360 1,902,105

Purchase of equipment (59,102) (28,454)
Purchase of certificates of
deposits and bonds - (1,935,723)
--------- --------
Net cash provided
by/used in
investing
activities 953,258 (62,072)
---------- --------

NET INCREASE IN CASH AND CASH
EQUIVALENTS 1,073,077 521,790

CASH AND CASH EQUIVALENTS -
BEGINNING 383,963 1,526,118
--------- ---------
CASH AND CASH EQUIVALENTS -
ENDING $ 1,457,040 $ 2,047,908
========= =========

See Notes to Unaudited Financial Statements

<PAGE>
VISION CARE, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 1996 and 1995

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenues - The Company is organized to provide and administer vision
care plans in order to make available professional optometric and
ophthalmologic services to eligible members of participating groups.

The Company provides vision care plans under two general types of
funding agreements:

Prepaid Programs - Revenue is recognized over the period of coverage
and is generally based upon the number of eligible participants,
therefore, receivables are estimated based on the most recent amounts
received from the groups under the program.

Administrative Service Programs - Revenue from these groups are on a
cost reimbursement basis plus an administrative fee.

The Company also processes claims for participants of groups enrolled
in vision care plans in other states. Claims paid by the Company are
reimbursed by other vision care plans under reciprocal agreements (See
Note 8).

Member panel doctors are required annually to pay dues to the Company.
In addition, new participating panel doctors are required to remit
nonrefundable enrollment fees. At December 31, 1995, the board of
directors passed a motion to refund charter member enrollment fees of
$5,950. (See Note 11)

Accounts Receivable - Accounts receivable are reported at their net
realizable value. The Company uses the allowance method to account for
bad debts.

Furniture, Equipment and Leasehold Improvements - Furniture, equipment
and leasehold improvements are recorded at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of the
assets, ranging generally from four to seven years. Major improvements of
property and equipment are capitalized. Expenditures for repairs and
maintenance are charged against earnings as incurred. Expenditures for
additions are added to the furniture and equipment account. As furniture
and equipment are sold or retired, the applicable cost and accumulated
depreciation is eliminated from the accounts and any gain or loss is
recorded.

Marketable Securities - Marketable equity securities are stated at the
lower of cost or market, according to Statement of Position 78-10 (SOP 78-
10). SOP 78-10 states that the decline in market value below cost is
recorded as a reduction of the net assets for securities where there is
both the ability and intention to hold the securities to maturity.
Recoveries of market value in subsequent periods will be recorded in the
net assets up to the original cost. The marketable equity securities are
adjusted for amortization of premiums and accretion of discounts using
methods approximating the interest method over the remaining period to
contractual maturity. In addition to long-term investments, the Company
invests cash in excess of daily requirements in short-term investments.

Statement of Financial Accounting Standards No. 124, "Accounting for
Certain Investments Held by Not-For-Profit Organizations," was not adopted
in the March 31, 1996 and 1995 financial statements due to immaterial
differences between cost and market values.

Advance Deposits From Groups - As a condition of their contract,
certain administrative service program groups advance a specific amount to
the Company. These advances are refundable upon termination of the
contract after any indebtedness to the Company has been satisfied. These
advances are noninterest bearing and without collateral.

Income Taxes - No provision for income taxes has been recorded as the
Company has been granted tax exempt status by the Internal Revenue Service
under Section 501(c)(4).

Cash Flows - For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments with a maturity of three
months or less to be cash equivalents.

Management Estimates - Management uses estimates and assumptions in
preparing these financial statements in accordance with generally accepted
accounting principles. Those estimates and assumptions affect the
reported amounts of assets, liabilities, revenues and expenses. Actual
results could vary from the estimates that are used. These interim
financial statements reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of the results for the interim
periods presented. All such adjustments are of a normal recurring nature.

NOTE 2 - CASH, CERTIFICATES OF DEPOSIT AND MARKETABLE SECURITIES

MARCH 31,
1996 1995

Cash consists of the following:

Sun Bank of Tampa Bay -
Repurchase account, interest adjusted
daily $ 493,000 $ 581,000
Checking accounts and short-term
investments 964,040 1,466,908
-------- ---------
$ 1,457,040 $ 2,047,908
========= =========

Certificates of deposit consist of the
following:

Certificates of deposits at various
banks with various maturity dates
ranging from May 1995 through
December 1997 andinterest rates
ranging from 4.05% to 7.5%. $ 6,226,895 $ 4,149,798
========= =========

Marketable securities consists of the following:

AMORTIZED UNREALIZED MARKET
MARCH 31, 1996 COST GAINS/LOSSES VALUE

U.S. Treasury Security and
obligations of U.S.
Government agencies $ 1,249,315 $ 10,923 $ 1,260,238
Corporate bonds 399,800 1,199 400,999
Mortgage-backed securities 450,000 - 450,000
--------- --------- ---------
$ 2,099,115 $ 12,122 $ 2,111,237
========= ========= =========

AMORTIZED UNREALIZED MARKET
MARCH 31, 1995 COST GAINS/LOSSES VALUE

U.S. Treasury Security and
obligations of U.S.
Government agencies $ 1,248,187 $ 373 $ 1,248,560
Corporate bonds 498,916 (4,954) 493,962
Mortgage-backed securities 450,000 - 450,000
--------- -------- ----------
$ 2,197,103 $ (4,581) $ 2,192,522
========= ======== ==========

At March 31, 1995 the market value of marketable securities was below
cost. Due to immateriality, these marketable securities are carried at
amortized costs.

MARCH 31,
1996 1995

Total certificates of deposit $ 6,226,895 $ 4,149,798
Total marketable securities 2,099,115 2,197,103
--------- ---------
Total certificates of deposit
and marketable securities $ 8,326,010 $ 6,346,901
========= =========

In September, 1992, the Company entered into a revocable trust
agreement and transferred all certificates of deposit and marketable
securities to the trustee. The total amount of investment expense totaled
$9,286 and $8,132 for the first quarters ending March 31, 1996 and 1995,
respectively.

NOTE 3 - CERTIFICATE OF DEPOSIT, PLEDGED TO THE STATE OF FLORIDA

The Company, as a condition to receiving its certificate of authority
to operate from the State of Florida, agreed to maintain an unencumbered
cash reserve of $50,000 to cover any losses or unpaid expenses that may be
incurred.

This amount is invested as follows:
MARCH 31,
1996 1995

Cash deposit with the Florida
Department of Insurance with
variable rates of interest $ 50,000 $ 50,000
======== ========

NOTE 4 - FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Furniture, equipment and leasehold improvements consist of:

MARCH 31,
1996 1995

Furniture and equipment $ 685,290 $ 649,728
Leasehold improvements 14,007 -
-------- ---------
Total cost 699,297 649,728
Less accumulated depreciated 348,867 315,399
--------- --------
$ 350,430 $ 334,329
========= ========

NOTE 5 - LIABILITY FOR OUTSTANDING CLAIMS

Outstanding claims represent the estimated liability for claims
reported to the Company plus claims incurred but not yet reported,
including an estimate of claims that will exceed anticipated future
premiums (which is in compliance with Statement of Position No. 89-5,
Financial Accounting and Reporting by Providers of Prepaid Health Care
Services). The liability for outstanding claims is determined using
statistical evaluation and represents an estimate of all claims incurred
through the first quarter ending March 31st.

Historically, the utilization of benefits is higher in the initial
months of contract. The utilization by plan participants decreases after
the initial six months with a resulting higher profit as the premiums
received exceed the cost of the claims incurred.

NOTE 6 - RETIREMENT PLAN CONTRIBUTIONS

During 1987, the Company initiated a retirement plan covering
substantially all employees (subject to a specified period of continuous
employment). The board of directors will annually determine an amount, if
any, to be contributed to the plan. The Company's contribution for any
year may not exceed the maximum allowable for such contributions in
accordance with relevant provisions of the Internal Revenue Code. The
estimated amount to be contributed to the plan for the first quarter
ending March 31, 1996 is $20,096. The actual contribution to the plan, if
board approved, will be made in December 1996. The amount contributed to
the plan for the first quarter ending March 31, 1995 was $15,050.

NOTE 7 - PROFESSIONAL FEES WITHHELD

The 7% withheld in 1995 and 1994, the 9% withheld from August, 1992
through December, 1993 and 10% withheld prior to August, 1992 from panel
doctors' claims payments is classified as a liability as authorized by the
board of directors and will be refunded in 1996 (See Note 11). The board
of directors has determined that amounts withheld from 1980 and before,
not previously refunded, in the amount of $90,081, will be deemed as
nonrefundable and an unrestricted addition to net assets. As of March 31,
1996, the accumulated monies withheld from and refundable to panel doctors
totaled $5,156,501.

NOTE 8 - COST OF BENEFITS PROVIDED

The cost of benefits provided are as follows:

MARCH 31,
1996 1995

Prepaid programs $ 2,630,689 $ 2,293,855
Managed care programs 291,901 172,721
---------- ---------
$ 2,922,590 $ 2,466,576
========= =========

The medical claim costs incurred in which the groups bear the
underwriting risk and costs are as follows:

MARCH 31,
1996 1995

Reciprocal programs $ 2,628,299 $ 2,074,775
Administrative programs 337,416 270,084
--------- ---------
$ 2,965,715 $ 2,344,859
========= =========

The revenues from the administrative service and reciprocal programs
are reflected net of these costs on the statement of activities.

NOTE 9 - COMMITMENTS

The Company conducts its operations in leased facilities under a
noncancelable operating lease expiring on October 31, 1999. Base rent is
not subject to any adjustment based on a percentage increase in the
Consumer Price Index or any other similar type index.

The Company is also liable for tenant's pro rata share of any excess
operating costs based on operating costs incurred annually that are
greater than $7.00 per square foot of total square footage leased.

The Company has one five-year option to extend the lease at a base rent
of the fair market value at the time of the exercising of such option. In
addition, the Company leases satellite offices, on an annual basis,
incurring lease expense for the first quarter ending March 31, 1996 and
1995 in the amount of $3,173 and $2,645, respectively. Total lease
expense for first quarter ending March 31, 1996 and 1995 as $64,924 and
$59,404, respectively.

Minimum lease payments plus applicable state sales tax required under
the lease agreements are as follows:

MINIMUM ANNUAL
YEAR LEASE AGREEMENTS

1996 $ 242,593
1997 $ 236,456
1998 $ 236,456
1999 $ 197,046
---------
$ 912,551
========

NOTE 10 - CONCENTRATION OF CREDIT RISK

Amounts included within cash are invested in repurchase agreements in
the amount of $493,000 and $581,000 for the first quarter ending March 31,
1996 and 1995, respectively. These amounts are not insured by the Federal
Deposit Insurance Corporation. Other investments totaling $4,608,785 and
$5,190,975 for the first quarter ending March 31, 1996 and 1995,
respectively, include bonds, United States Treasury Notes, and Puerto
Rican securities.

NOTE 11 - SUBSEQUENT EVENT

In November 1995, the board of directors proposed to sell the Company's
assets to a Florida for profit corporation and convert the Company to a
charitable foundation. The offering of shares of the Florida for profit
corporation would be to members and key employees of the Company. To
facilitate the proposed purchase in 1996, the board of directors of the
Company have decided to refund the professional fees and charter member
enrollment fees withheld in prior years.

<PAGE>
VISION CARE, INC.

Audited Financials

INDEPENDENT AUDITORS' REPORT

January 24, 1996

Board of Directors
Vision Care, Inc.
Tampa, Florida

We have audited the accompanying statements of financial position of
Vision Care, Inc. as of December 31, 1995 and 1994, and the related
statements of activities, changes in net assets and cash flows for the
years ended 1995, 1994 and 1993. These financial statements are the
responsibility of the company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.

In our report dated January 26, 1995, we expressed an opinion that
the 1994 and 1993 financial statements fairly presented the admitted
assets, liabilities, surplus and cash flows in conformity with the
statutory basis of accounting prescribed by the Florida Department of
Insurance, which is a comprehensive basis of accounting other than
generally accepted accounting principles. As described in Note 12 to the
financial statements, the company has restated its 1994 and 1993 financial
statements to conform with generally accepted accounting principles.
Accordingly, our present opinion on the 1994 and 1993 financial
statements, as presented herein, is different from that expressed in our
previous report.

In our opinion, the financial statements referred to in the first
paragraph present fairly, in all material respects, the financial position
of Vision Care, Inc. as of December 31, 1995 and 1994, and the results of
its activities, the changes in its net assets and its cash flows for the
years ended 1995, 1994 and 1993 in conformity with generally accepted
accounting principles.

As described in Note 1 to the financial statements, the company
adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 117, "Financial Statements
of Not-For-Profit Organizations" in 1995.

DWIGHT DARBY & COMPANY
Certified Public Accountants

<PAGE>

VISION CARE, INC.

Audited Financials

STATEMENTS OF FINANCIAL POSITION

DECEMBER 31,
1995 1994
ASSETS

Cash - checking accounts and
short-term investments
(Notes 2 and 10) $ 383,963 $ 1,526,118
Certificates of deposit and
marketable securities (Notes 1,
2, and 10) 9,338,370 6,251,227
Cash on deposits with the
State of Florida (Note 3) 50,000 50,000
Accounts receivable (Note 1) -
Reciprocal programs 1,190,829 1,224,730
Prepaid programs 947,640 920,715
Administrative service programs -
Billed 96,504 94,773
Unbilled for outstanding claims 179,003 131,606
Managed care 90,814 15,184
Interest receivable 50,493 31,385
Prepaid expenses 54,927 10,710
Furniture, equipment and leasehold
improvements - at cost, net of
accumulated depreciation of $324,452
and $296,831 (Notes 1 and 4) 315,743 328,325
---------- ----------
TOTAL ASSETS $12,698,286 $10,584,773
========== ==========

LIABILITIES AND NET ASSETS
LIABILITIES
Professional fees refundable
(Notes 7 and 13) $ 5,129,111 $ -
Liability for outstanding claims (Note 5)
Prepaid programs 1,833,547 1,626,519
Administrative service programs 179,003 131,606
Managed care program 178,990 27,046
Accounts payable 104,646 117,149
Accrued salaries and commissions
payable 128,902 97,200
Membership enrollment fees
refundable (Notes 1 and 13) 5,950 -
Deferred income 54,243 76,170
Deferred rents 101,144 74,008
Advance deposits from groups (Note 1) 74,297 66,055
--------- ---------
Total liabilities 7,789,833 2,215,753
--------- ---------
NET ASSETS
Unrealized loss on securities
(Notes 1 and 2) - (62,058)
Unrestricted 4,908,453 8,431,078
---------- ----------
4,908,453 8,369,020
---------- ----------
TOTAL LIABILITIES AND NET ASSETS $12,698,286 $10,584,773
========== ==========

See Notes to Financial Statements
<PAGE>

VISION CARE, INC.

Audited Financials

STATEMENTS OF ACTIVITIES

YEAR ENDED
DECEMBER 31,
1995 1994 1993

CHANGES IN UNRESTRICTED
NET ASSETS
REVENUES
Prepaid programs $13,449,489 $11,959,559 $10,096,734
Managed care -
Medicaid 801,820 309,236 22,688
Commercial 86,037 6,116 -
Administrative service and
reciprocal programs - net
of claim costs of
$10,244,119, $8,837,282,
and $7,252,825 (Note 8) 518,310 611,820 674,383
Members' dues 17,570 12,246 11,852
Enrollment fees 7,300 7,050 6,950
Realized loss on sale of
investments (1,495) - -
Interest income - net of
bank charges of $33,434,
$29,885 and $22,952 544,825 331,260 232,014
---------- ---------- ----------
Total revenues 15,423,856 13,237,287 11,044,621
---------- ---------- ----------

COSTS AND EXPENSES
Cost of benefits provided
(Note 8) 10,680,804 8,354,797 7,355,880
General and administrative
expenses 4,032,193 2,870,380 2,281,626
Retirement plan contributions
(Note 6) 52,189 44,161 69,011
Depreciation (Note 1) 89,803 87,463 85,501
---------- ---------- ----------
Total costs and expenses 14,854,989 11,356,801 9,792,018
---------- ---------- ----------
INCOME FROM OPERATIONS 568,867 1,880,486 1,252,603
OTHER INCOME (EXPENSE)
Professional fees withheld 1,043,569 950,678 825,273
Return of professional fees
previously withheld
(Note 13) (5,129,111) (438,028) (278,113)
Return of membership
enrollment fees
previously withheld (5,950) - -
---------- ---------- ----------
INCREASE (DECREASE) IN
UNRESTRICTED NET ASSETS (3,522,625) 2,393,136 1,799,763
NET ASSETS - BEGINNING 8,431,078 6,037,942 4,238,179
---------- ---------- ----------
NET ASSETS - ENDING $ 4,908,453 $ 8,431,078 $ 6,037,942
========== ========== ==========

See Notes to Financial Statements

<PAGE>
VISION CARE, INC.

Audited Financials

STATEMENTS OF CASH FLOWS

YEAR ENDED
DECEMBER 31,
1995 1994 1993
CASH FLOWS FROM OPERATING
ACTIVITIES
Increase (decrease) in
net assets $(3,522,625) $ 2,393,136 $ 1,799,763
---------- --------- ---------
Adjustments to reconcile
changes in net assets
to net cash provided by
operating activities -
Depreciation 89,803 87,463 85,501
Loss on sale of invest-
ments 1,495 - -
(Increase) decrease in:
Accounts receivable (117,782) (888,743) (206,012)
Interest receivable (19,108) (9,761) (687)
Prepaid expenses (44,217) 6,261 (195)
Increase (decrease) in:
Professional fees
refundable 5,129,111 - -
Membership enrollment
fees refundable 5,950 - -
Liability for out-
standing claims 406,369 113,847 225,959
Accounts payable (12,503) 96,710 5,568
Accrued salaries and
commissions payable 31,702 6,573 39,048
Deferred income (21,927) 35,972 (37,223)
Deferred rent 27,136 74,008 -
Advance deposits 8,242 3,855 -
---------- ---------- ----------
Total adjustments 5,484,271 (473,815) 111,959
---------- ---------- ----------
Net cash provided
by operating
activities 1,961,646 1,919,321 1,911,722
---------- ---------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES
Redemption and/or maturity
of certificates of deposit
and bonds 4,740,270 604,658 5,062
Purchase of equipment (77,221) (245,314) (112,325)
Purchase of mortgage backed
securities - (450,000) -
Purchase of certificates of
deposit and bonds (7,766,850) (1,020,935) (1,508,113)
---------- ---------- ----------
Net cash used in
investing activities (3,103,801) (1,111,591) (1,615,376)
---------- ---------- ----------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (1,142,155) 807,730 296,346

CASH AND CASH EQUIVALENTS
- BEGINNING 1,526,118 718,388 422,042
---------- ---------- ---------
CASH AND CASH EQUIVALENTS
- ENDING $ 383,963 $ 1,526,118 $ 718,388
========== ========== =========
SUPPLEMENTAL DISCLOSURES
OF NON-CASH TRANSACTIONS
Unrealized (gain) loss
on securities (See
Note 1) $ (62,058) $ 62,058 $ -
========== ========== ==========

<PAGE>
VISION CARE, INC.

Audited Financials

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995, 1994 AND 1993

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenues - The company is organized to provide and administer
vision care plans in order to make available professional optometric and
ophthalmologic services to eligible members of participating groups.

The company provides vision care plans under two general types of
funding agreements:

Prepaid Programs - Revenue is recognized over the period of
coverage and is generally based upon the number of eligible partici-
pants, therefore, receivables are estimated based on the most recent
amounts received from the groups under the program.

Administrative Service Programs - Revenue from these groups are
on a cost reimbursement basis plus an administrative fee.

The company also processes claims for participants of groups
enrolled in vision care plans in other states. Claims paid by the
company are reimbursed by other vision care plans under reciprocal
agreements (See Note 8).

Member panel doctors are required annually to pay dues to the
company. In addition, new participating panel doctors are required to
remit nonrefundable enrollment fees. At December 31, 1995, the board of
directors passed a motion to refund charter member enrollment fees of
$5,950.

Accounts Receivable - Accounts receivable are reported at their
net realizable value. All reported accounts receivable are deemed
collectable.

Furniture, Equipment and Leasehold Improvements - Furniture,
equipment and leasehold improvements are recorded at cost. Depreciation
is provided using the straight-line method over the estimated useful
lives of the assets, ranging generally from four to seven years. Major
improvements of property and equipment are capitalized. Expenditures
for repairs and maintenance are charged against earnings as incurred.
Expenditures for additions are added to the furniture and equipment
account. As furniture and equipment are sold or retired, the applicable
cost and accumulated depreciation is eliminated from the accounts and
any gain or loss is recorded.

Marketable Securities - Marketable equity securities are stated
at the lower of cost or market, according to Statement of Position 78-10
(SOP 78-10). SOP 78-10 states that the decline in market value below
cost is recorded as a reduction to the net assets for securities where
there is both the ability and intention to hold the securities to
maturity. Recoveries of market value in subsequent periods will be
recorded in the net assets up to the original cost. The marketable
equity securities are adjusted for amortization of premiums and
accretion of discounts using methods approximating the interest method
over the remaining period to contractual maturity. In addition to long-
term investments, the company invests cash in excess of daily
requirements in short-term investments.

Advance Deposits From Groups - As a condition of their contract,
certain administrative service program groups advance a specific amount
to the company. These advances are refundable upon termination of the
contract after any indebtedness to the company has been satisfied.
These advances are noninterest bearing and without collateral.

Income Taxes - No provision for income taxes has been recorded as
the company has been granted tax exempt status by the Internal Revenue
Service under Section 501(c)(4).

Cash Flows - For purposes of the statement of cash flows, the
company considers all highly liquid debt instruments with a maturity of
three months or less to be cash equivalents.

Financial Statement Presentation - In 1995, the Organization
elected to adopt Statement of Financial Accounting Standards (SFAS)
No. 117, Financial Statements of Not-for-Profit Organizations. Under
SFAS No. 117, the Organization is required to report information
regarding its financial position and activities according to three
classes of net assets: unrestricted net assets, temporarily restricted
net assets, and permanently restricted net assets. In addition, the
Organization is required to present a statement of cash flows. As
permitted by this new Statement, the Organization has discontinued its
use of fund accounting and has, accordingly, reclassified its financial
statements to present the three classes of net assets required. The
1994 and 1993 financial statements, presented herein, are in conformity
with SFAS No. 117. The reclassification had no effect on the change in
net assets for 1995, 1994 or 1993.

NOTE 2 - CASH, CERTIFICATES OF DEPOSIT AND MARKETABLE SECURITIES

DECEMBER 31,
1995 1994
Cash consists of the following:

Sun Bank of Tampa Bay -
Repurchase account, interest
adjusted daily $ 604,000 $ 327,000
Checking accounts and
short-term investments (220,037) 1,199,118
--------- ---------
$ 383,963 $1,526,118
========= =========
Certificates of deposit consist
of the following:
Certificates of deposits at
various banks with various
maturity dates ranging from
February, 1995 through November
1997 and interest rates ranging
from 4.10% to 7.5%. $6,639,738 $3,616,177
========= =========

Marketable securities consists of the following:

AMORTIZED UNREALIZED MARKET
DECEMBER 31, 1995 COST GAINS VALUE
U.S. Treasury Securities
and obligations of U.S.
Government agencies $1,749,035 $22,585 $1,771,620
Corporate bonds 499,597 2,402 501,999
Mortgage-backed securities 450,000 - 450,000
--------- ------ ---------
$2,698,632 $24,987 $2,723,619
========= ====== =========

AMORTIZED UNREALIZED MARKET
DECEMBER 31, 1994 COST LOSSES VALUE
U.S. Treasury Securities
and obligations of U.S.
Government agencies $1,749,331 $11,121 $1,738,210
Corporate bonds 497,777 13,771 484,006
Mortgage-backed securities 450,000 37,166 412,834
--------- ------ ---------
$2,697,108 $62,058 $2,635,050
========= ====== =========

DECEMBER 31,
1995 1994
Total certificates of deposit $6,639,738 $3,616,177
Total marketable securities 2,698,632 2,635,050
--------- ---------
Total certificates of deposit
and marketable securities $9,338,370 $6,251,227
========= =========

In September, 1992, the company entered into a revocable trust
agreement and transferred all certificates of deposit and marketable
securities to the trustee. The total amount of investment expense
totalled $27,321, $22,983 and $16,166 for 1995, 1994 and 1993,
respectively.

The company, as a condition to receive a certificate of authority
to operate in Puerto Rico, agreed to maintain a $300,000 deposit in
trust with the Secretary of the Treasury of Puerto Rico and a $150,000
investment in Puerto Rican securities. This total investment of
$450,000 is in mortgage-backed securities with a market value of
$450,000 and $412,834 for 1995 and 1994, respectively. In 1995, market
values were obtained from different sources ranging from 97.5 to 101.625
depending on broker charges which were included in the market quotes.
Therefore, the market value at December 31, 1995 is disclosed at the
original cost of $450,000.

NOTE 3 - CERTIFICATE OF DEPOSIT, PLEDGED TO THE STATE OF FLORIDA

The company, as a condition to receiving its certificate of
authority to operate from the State of Florida, agreed to maintain an
unencumbered cash reserve of $50,000 to cover any losses or unpaid
expenses that may be incurred.

This amount is invested as follows:

DECEMBER 31,
1995 1994
Cash deposit with the Florida
Department of Insurance with
variable rates of interest $50,000 $50,000
====== ======

NOTE 4 - FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Furniture, equipment and leasehold improvements consist of:

DECEMBER 31,
1995 1994

Furniture and equipment $626,188 $625,156
Leasehold improvements 14,007 -
------- -------
Total cost 640,195 625,156
Less accumulated depreciation 324,452 296,831
------- -------
$315,743 $328,325
======= =======

NOTE 5 - LIABILITY FOR OUTSTANDING CLAIMS

Outstanding claims represent the estimated liability for claims
reported to the company plus claims incurred but not yet reported which
includes an estimate of claims which will exceed anticipated future
premiums (which is in compliance with Statement of Position No. 89-5,
Financial Accounting and Reporting by Providers of Prepaid Health Care
Services). The liability for outstanding claims is determined using
statistical evaluation and represents an estimate of all claims incurred
through December 31 of each year.

Historically, the utilization of benefits is higher in the
initial months of contract. The utilization by plan participants
decreases after the initial six months with a resulting higher profit as
the premiums received exceed the cost of the claims incurred.

NOTE 6 - RETIREMENT PLAN CONTRIBUTIONS

During 1987, the company initiated a retirement plan covering
substantially all employees (subject to a specified period of continuous
employment). The board of directors will annually determine an amount,
if any, to be contributed to the plan. The company's contribution for
any year may not exceed the maximum allowable for such contributions in
accordance with relevant provisions of the Internal Revenue Code. The
amounts contributed to the plan were $52,189, $44,161 and $69,011 for
the years ended December 31, 1995, 1994 and 1993, respectively.

NOTE 7 - PROFESSIONAL FEES WITHHELD

The 7% withheld in 1995 and 1994, the 9% withheld from August,
1992 through December, 1993 and 10% withheld prior to August, 1992 from
panel doctors' claims payments is expensed in 1995 and is classified as
a liability as authorized by the board of directors and will be refunded
in 1996 (See Note 13). The board of directors has determined that
amounts withheld from 1980 and before, not previously refunded, in the
amount of $90,081, will be deemed as nonrefundable and an unrestricted
addition to net assets. As of December 31, 1995, the accumulated monies
withheld from and refundable to panel doctors totaled $5,129,111.

NOTE 8 - COST OF BENEFITS PROVIDED

The cost of benefits provided are as follows:

DECEMBER 31,
1995 1994 1993
Prepaid programs $ 9,833,409 $ 8,061,465 $ 7,355,880
Managed care programs 847,395 293,332 -
---------- ---------- ----------
$10,680,804 $ 8,354,797 $ 7,355,880
========== ========== ==========

The medical claim costs incurred in which the groups bear the
underwriting risk and costs are as follows:

DECEMBER 31,
1995 1994 1993
Reciprocal programs $ 9,094,328 $ 7,819,692 $ 6,371,726
Administrative programs 1,149,791 1,017,590 881,099
---------- ---------- ---------
$10,244,119 $ 8,837,282 $ 7,252,825
========== ========== =========

The revenues from the administrative service and reciprocal
programs are reflected net of these costs on the Statement of
Activities.

NOTE 9 - COMMITMENTS

The company conducts its operations in leased facilities under a
noncancelable operating lease expiring on October 31, 1999. Base rent
is not subject to any adjustment based on a percentage increase in the
Consumer Price Index or any other similar type index.

The company is also liable for tenant's pro rata share of any
excess operating costs based on operating costs incurred annually that
are greater than $7.00 per square foot of total square footage leased.

The company has one five-year option to extend the lease at a
base rent of the fair market value at the time of the exercising of such
option. In addition, the company leases satellite offices, on an annual
basis, incurring lease expense for 1995, 1994 and 1993 in the amount of
$12,642, $10,894 and $10,508, respectively. Total lease expense for
1995, 1994 and 1993 was $250,616, $154,953 and $105,132, respectively.

Minimum lease payments plus applicable state sales tax required
under the lease agreements are as follows:

MINIMUM ANNUAL
YEAR LEASE AGREEMENTS

1996 $242,593
1997 236,456
1998 236,456
1999 197,046
-------
$912,551
=======

NOTE 10 - CONCENTRATION OF CREDIT RISK

Amounts included within cash are invested in repurchase
agreements in the amount of $604,000 and $327,000 for 1995 and 1994,
respectively. These amounts are not insured by the Federal Deposit
Insurance Corporation. Other investments totalling $3,876,352 and
$5,294,297 for 1995 and 1994, respectively, include bonds, United States
Treasury Notes, and Puerto Rican securities.

NOTE 11 - RECLASSIFICATIONS

Several accounts in the 1994 and 1993 financial statements,
presented herein, have been reclassified to agree with the 1995
classification of accounts.

NOTE 12 - CHANGE IN ACCOUNTING POLICY

For the years ended December 31, 1994 and 1993, as previously
reported, the company's policy was to prepare its financial statements
on the statutory basis of accounting as required by the Florida
Department of Insurance. Effective January 1, 1995, the company adopted
the policy to prepare its financial statements in accordance with
generally accepted accounting principles. The 1994 and 1993 financial
statements, presented herein, have been restated under generally
accepted accounting principles to reflect this change in accounting
policy. However, the effect of the change on net assets is immaterial
and is not included in the 1994 and 1993 financial statements.

NOTE 13 - SUBSEQUENT EVENT

In November 1995, the board of directors proposed to sell the
company's assets to a Florida for profit corporation and convert the
company to a charitable foundation. The offering of shares of the
Florida for profit corporation would be to members and key employees of
the company. To facilitate the proposed purchase in 1996, the board of
directors of the company have decided to refund $5,129,111 of
professional fees withheld which includes $4,085,542 withheld prior to
1995. The $5,129,111 of professional fees to be refunded is expensed on
the 1995 Statement of Activities.

<PAGE>

No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those
contained in this Prospectus in connection with the offer made by this
Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or the solicitation of
any offer to buy securities other than the shares of Common Stock
offered by this Prospectus, nor shall it constitute an offer to sell or
a solicitation of any offer to buy the shares of Common Stock by anyone
in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is
not qualified to do so or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create an
implication that the information contained herein is correct as of any
time subsequent to the date hereof.

Until August 16, 1996 (25 days after the date of this Prospectus), all
dealers effecting transactions in the registered securities, whether or
not participating in this distribution, may be required to deliver a
Prospectus. This is in addition to the obligations of dealers to
deliver a Prospectus when acting as Underwriters and with respect to
their unsold allotments or subscriptions.

TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Proposed Acquisition of VCI Business . . . . . . . . . . . . . . . 13
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 15
Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . 15
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . 17
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Selected Financial and Operating Data . . . . . . . . . . . . . . 20
Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . 22
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . 38
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . 39
Description of Capital Stock . . . . . . . . . . . . . . . . . . . 40
legal matters . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Financial Statements . . . . . . . . . . . . . . . . . . . . . . F-1

504,000 Shares

Vision Health
Care, Inc.

_____________

PROSPECTUS
_____________

Common Stock

July 22, 1996