NUVISION INC, SC 14D9, 1995-05-04

NUVISION INC
SC 14D9, 1995-05-04
RETAIL STORES, NEC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
NUVISION, INC.
(Name of Subject Company)
NUVISION, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(Title of Class of Securities)
670923 10 1
(CUSIP Number of Class of Securities)

JONATHAN E. RAVEN, PRESIDENT
NUVISION, INC.
2284 SOUTH BALLENGER
FLINT, MI 48501
(810) 767-0900
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
WITH A COPY TO:

Paul R. Rentenbach
Dykema Gossett PLLC
400 Renaissance Center
Detroit, MI 48243
(313) 568-6973

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<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY.

The name of the subject company is NuVision, Inc., a Michigan corporation
(the "Company"), and the address of the principal executive offices of the
Company is 2284 South Ballenger, Flint, Michigan 48501. The title of the class
of equity securities to which this statement relates is the common stock, par
value $0.50 per share, of the Company (the "Common Stock").

ITEM 2. TENDER OFFER OF THE PURCHASER.

This statement relates to a tender offer by NI Acquiring Corp., a Michigan
corporation (the "Purchaser"), and a wholly owned subsidiary of American Vision
Centers, Inc., a Delaware corporation ("Parent"), disclosed in a Tender Offer
Statement on Schedule 14D-1 (the "Schedule l4D-1"), dated May 4, 1995, to
purchase all outstanding shares of Common Stock, at a price of $7.60 per Share
(such amount, or any greater amount per Share paid pursuant to the Offer, being
hereafter referred to as the "Per Share Amount"), net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated May 4, 1995 (the "Offer to Purchase") and the related Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer").

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of April 27, 1995 (the "Merger Agreement"), by and among Parent, the
Purchaser and the Company. The Merger Agreement provides that, among other
things, as soon as practicable after the consummation of the Offer and
satisfaction or waiver of all conditions to the Merger, the Purchaser will be
merged with and into the Company (the "Merger"), and the Company will continue
as the surviving corporation (the "Surviving Corporation"). A copy of the Merger
Agreement has been filed as Exhibit 1 hereto and is incorporated herein by
reference.

Based on the information in the Offer to Purchase, the principal executive
offices of the Parent and the Purchaser are both located at 90 John Street, New
York, New York 10038.

ITEM 3. IDENTITY AND BACKGROUND.

(a) The name and address of the Company, which is the person filing this
statement, are set forth in Item l above.

(b) Each material contract, agreement, arrangement and understanding and any
actual or potential conflict of interest between (1) the Company or its
affiliates and its executive officers, directors or affiliates or (2) the
Company or its affiliates and the Purchaser or its executive officers, directors
or affiliates, is described below. The following descriptions of the terms and
provisions of the Employment Agreements, the Confidentiality Agreement, the
Consulting Agreement, the Shareholder Agreement, the Merger Agreement and the
Split-Dollar Insurance Arrangements are qualified in their entirety by reference
to the full texts thereof, which have been filed as exhibits to this Schedule
14D-9 filed by the Company with the Securities and Exchange Commission (the
"Commission"), and are available for inspection at the public reference
facilities at the principal office of the Commission at 450 Fifth Street,
Washington, D.C. 20549, and for copying upon payment of the Commission's
customary charges.

STOCK OPTIONS

Pursuant to the terms of the Company's 1994 Stock Option and Stock
Appreciation Rights Plan, and predecessor plans thereto (together, the "Company
Stock Plans"), all outstanding stock options under the Option Plans, whether or
not such stock options would otherwise then be exercisable, will become
immediately exercisable upon a change in control of the Company (as defined in
the Company Stock Plans), which would occur upon completion of the Offer.
Pursuant to

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the Merger Agreement, all stock options which have been granted under the
Company Stock Plans and are outstanding at the time the Merger becomes effective
(the "Effective Time"), whether or not then exercisable, will be exchanged for,
and the holder of each such option will be entitled to receive upon surrender of
such option for cancellation, cash equal to the product of (i) the difference
between the Per Share Amount and the exercise price of each such option
multiplied by (ii) the number of Shares covered by such option.

EMPLOYMENT AGREEMENTS

The Company has employment agreements with its Chairman, Dr. Eli Shapiro,
its President, Jonathan E. Raven and its Executive Vice President, Stephen L.
Hirsch. Dr. Shapiro's employment agreement currently expires on March 1, 1996,
and provides for, among other things, a minimum annual salary of $398,000
(subject to annual review), termination payments if the Company terminates his
employment without cause, certain death and disability benefits and certain
severance benefits in the event of a change in control of the Company. Dr.
Shapiro's severance arrangement provides that upon termination of employment by
the Company (as defined in the agreement) within two years following a change in
control (as defined in the agreement), Dr. Shapiro will be entitled to receive a
cash payment equal to 2.99 times his average annual base compensation includible
in gross income for federal income tax purposes during the five calendar years
preceding the change in control, The completion of the Offer constitutes a
change in control for purposes of this agreement, and upon payment of the
foregoing cash amount and upon effectiveness of the Consulting Agreement between
Parent and Dr. Shapiro, as described below, this employment agreement will be
terminated.

The employment agreements with Messrs. Raven and Hirsch currently expire on
June 30, 1996. Mr. Raven's agreement currently provides for an annual salary of
$208,650, and Mr. Hirsch's agreement provides for an annual salary of $150,870.
Both agreements provide for termination payments if the Company cancels the
agreement without Cause, for certain death and disability benefits and for
certain payments in the event of a change in control of the Company. The
agreements provide that if a change in control of the Company should occur, the
Company shall immediately pay $250,000 to Mr. Raven and shall pay $175,000 to
Mr. Hirsch if he remains in the employ of the Company for six months following
the Change in Control, or, at the Company's option, the Company shall execute
and deliver to either or both of them its promissory note for such amount,
payable in 24 equal monthly installments of principal, together with interest on
the outstanding balance of the note(s) at the rate of 10% per year. The
completion of the Offer will constitute a change in control under these
employment agreements. In the Merger Agreement, the Parent has agreed to cause
the Surviving Corporation to honor both of these employment agreements.

CONFIDENTIALITY AGREEMENT

Parent entered into a Confidentiality Agreement, dated March 11, 1993, with
the Company pursuant to which Parent has agreed, among other things, to keep
confidential certain non-public confidential or proprietary information of the
Company furnished to Parent by or on behalf of the Company. The Confidentiality
Agreement provides that for a period of three years from the date of the
Confidentiality Agreement, unless specifically agreed to by the Company, neither
Parent nor any of its directors, officers, employees, agents or representatives
will, without the prior written consent of the Company: (a) acquire or offer,
seek, propose or agree to acquire, ownership of any of the Company's property or
any securities issued by the Company, or any rights or option to acquire such
ownership; (b) seek or propose to influence or control the Company's management
or policies; or (c) make any public disclosure with respect to any of the
foregoing.

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CONSULTING AGREEMENT WITH DR. SHAPIRO

Parent, the Purchaser and Dr. Shapiro ("Consultant") have entered into a
Consulting Agreement pursuant to which the Consultant has agreed to advise
Parent and the Surviving Corporation with respect to general business matters,
issues and strategies relating to Parent's business (including issues concerning
community, governmental and industry relations). The term of the Consulting
Agreement is five years commencing on the first to occur of the consummation
of the Offer or the Merger (the "Term"). As compensation for the Consultant's
services, Parent has agreed to pay to the Consultant an aggregate amount of
$1,250,000 payable (i) in 24 equal monthly installments of $26,042 each,
commencing on the Effective Date and on the same date in the 23 months
thereafter, and (ii) one installment of $625,000 due on the second anniversary
of the Effective Time; provided, however, that the Parent has the option to
instead pay this amount in two annual installments of $312,500 each, due on
the second and third anniversaries of the Effective Time. Interest at the rate
of 12% per annum will accrue and be payable on installments not paid on the
due date, until the date of payment.

In addition to this cash compensation, Parent will provide or make available
(i) to the Consultant and his spouse at the Parent's expense the same medical,
health, dental and prescription drug and optical insurance plans or coverage as
the Consultant currently enjoys, or plans or programs providing the Consultant
and his spouse with at least substantially equivalent benefits; and (ii) to the
Consultant, the use of an automobile at least comparable to the automobiles
previously provided to the Consultant by the Company, with expenses (including
maintenance and insurance) paid by the Parent to the same extent as currently
provided by the Company.

If a "Change of Control" of either the Company or the Parent occurs during
the Term, then on the date of the Change of Control, the Parent shall (i) pay to
the Consultant in one lump sum payment all cash amounts that then remain to be
paid to the Consultant during the remainder of the Term, without discount, and
(ii) make provision acceptable to the Consultant for the continuation of the
benefits described in the preceding paragraph for the remainder of the Term.

As used in the Consulting Agreement, a "Change of Control" is defined to
mean any of the following events occurring after the completion of the Offer or
the Merger, whichever first occurs (the "Effective Time"): (1) the acquisition
(or disclosure of the previous acquisition) by any person who is not a
shareholder of the Parent at the Effective Time of the beneficial ownership of
shares of the Parent's or the Company's outstanding stock of any class which
results in such person possessing or having the right to possess, in the
aggregate, more than 50% of the total voting power exercisable by all of the
Parent's or the Company's shareholders in the election of directors; or (2) the
merger by the Parent or the Company into or the consolidation of the Parent or
the Company with any person which will result in the shareholders of the Parent
or the Company immediately prior to such merger or consolidation possessing less
than 50% of the total voting power exercisable by all of the shareholders of the
surviving or resulting corporation or other entity in the election of directors;
or (3) the transfer by the Parent or the Company of all or substantially all of
its assets to any person. Notwithstanding the foregoing, a "Change of Control"
is not deemed to have occurred under the Consulting Agreement (A) for purposes
of clauses (1) or (2) above, if the Company merges into or consolidates with the
Parent or any other subsidiary of the Parent or unless, after any such
acquisition, merger or consolidation, the Parent no longer beneficially owns,
directly or indirectly, shares possessing or having the right to possess more
than 50% of the total voting power exercisable by all of the shareholders of the
Company in the election of directors; or (B) solely as a result of any sale of
all or substantially all of the assets of the Company to any other subsidiary of
the Parent; or (C) solely as a result of any transfer or other disposition of up
to 35 Company-owned stores as contemplated by the Parent following the Merger;
or (D) solely as a result of any conversion of stores owned by the Company into
franchisee-owned stores, in the cases of clauses (A) and (B) above, so long as
the surviving or resulting corporation or the

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purchaser of any such assets expressly assumes the obligation of the Company set
forth in Section 16 of the Consulting Agreement to guarantee the timely
performance of and payment by the Parent of all its obligations under the
Consulting Agreement, and after any such transaction, the Parent beneficially
owns, directly or indirectly, shares possessing or having the right to possess
more than 50% of the total voting power exercisable by all of such entity's
shareholders in the election of directors.

In the event that the Offer or the Merger Agreement is terminated, the
Consulting Agreement will be cancelled and of no force or effect. If the
Consultant dies during the Term, the Parent shall pay to the Consultant's
spouse, if living, or if she dies, to the Eli Shapiro Revocable Living Trust, or
in any case to such other beneficiary as may be designated by the Consultant,
the cash compensation that would have been paid under the Consulting Agreement
for the remainder of the Term, in the amounts and at the same times as provided
in the Consulting Agreement. In addition, the Parent shall continue to provide
to the Consultant's spouse the insurance and other benefits otherwise provided
during his lifetime under the Consulting Agreement. If, as a result of the
Consultant's incapacity due to physical or mental illness, the Consultant should
become unable to perform his duties under the Consulting Agreement, Parent may
terminate the consulting relationship with the Consultant. In such event, the
Consultant shall be entitled to receive the cash compensation otherwise provided
under the Consulting Agreement for the remainder of the Term and he and his
spouse will receive the insurance benefits provided therein.

During the Term of the Consulting Agreement, the Consultant has agreed not
to engage in or be employed in any way by any business that is engaged in the
business of optical retailing that is competitive with the business of the
Parent or the Company then being conducted in Michigan, Indiana or New Jersey
(provided that the Consultant may be an owner or partner in one optical boutique
in the Somerset Mall, Troy, Michigan, and may own up to 10% of any class of
stock of a publicly-traded company). Further, the Consultant has agreed not to
willfully and intentionally interfere with the relationship of the Parent or the
Company with any person who at any time during the Term was an employee,
customer or supplier of, or in the habit of dealing with the Parent, the Company
and/or any of their subsidiaries or affiliates. In addition, the Consultant has
further agreed not to disclose any confidential information acquired while
performing his duties under the Consulting Agreement.

In recognition of the fact that the Consultant's services will inure to the
benefit of the Company, the Purchaser (on behalf of the Surviving Corporation)
has agreed in the Consulting Agreement to guarantee the timely performance of
and payment by the Parent of all its obligations thereunder.

SHAREHOLDER AGREEMENT

Immediately after the execution of the Merger Agreement, Parent, Dr. Shapiro
and Dr. Shapiro's wife ("Shareholders") entered into a Shareholder Agreement.
Upon the terms and subject to the conditions of such agreement, the Shareholders
have agreed to validly tender and sell (and not to withdraw) pursuant to and in
accordance with the terms of the Offer, the number of Shares owned beneficially
by them individually, jointly or as a trustee (a total of 1,137,785 Shares,
representing approximately 40% of the outstanding Shares on a fully diluted
basis). The Shareholders further agreed that the transfer by them of their
Shares to the Purchaser in the Offer will pass to and unconditionally vest in
the Purchaser good and valid title to such Shares. Upon the purchase of all
Shares owned by the Shareholders pursuant to the Offer, the Shareholder
Agreement will terminate. In the event any of their Shares are withdrawn from
the Offer for any reason or are not purchased pursuant to the Offer, such Shares
will remain subject to the Shareholder Agreement.

During the term of the Shareholder Agreement, except as otherwise provided
therein, the Shareholder have agreed not to (a) offer to sell, sell, pledge or
otherwise dispose of or transfer any

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interest in or encumber with any lien any of the Shares, (b) acquire any Shares
or other securities of the Company (otherwise than in connection with a stock
dividend, split, recapitalization or similar transaction), (c) deposit any
Shares into a voting trust, enter into a voting agreement or arrangement or
grant any proxy or power of attorney with respect to the Shares, or (d) enter
into any contract, option or other arrangement or undertaking with respect to
the direct or indirect acquisition or sale, assignment or other disposition or
transfer of any interest in or the voting of any Shares or other securities of
the Company; provided, however, that the Shareholders may make gifts or
donations of Shares so long as the recipient agrees to be bound by the
obligations of the Shareholders under the Shareholder Agreement.

In the Shareholder Agreement, the Shareholders have constituted and appoint
Parent, or any nominee of Parent (with full power of substitution) as his or her
attorney-in-fact and proxy to vote their respective Shares at any annual,
special or adjourned meeting of the shareholders of the Company (a) in favor of
the Merger, the execution and delivery by the Company of the Merger Agreement
and the approval and adoption of the terms thereof, (b) against any action or
agreement that would result in a breach in any respect of any covenant,
agreement, representation or warranty of the Company under the Merger Agreement
and (c) against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement): (i) any extraordinary
corporate transaction such as a merger, consolidation or other business
combination involving the Company or one of its subsidiaries, (ii) a sale, lease
or transfer of a material amount of assets of the Company or one of its
subsidiaries, or a reorganization, recapitalization, dissolution or liquidation
of the Company or its subsidiaries, (iii) (A) any change in a majority of the
persons who constitute the board of directors of the Company as of April 27,
1995, (B) any change in the present capitalization of the Company or any
amendment to the Company's current Restated Articles of Incorporation or Bylaws,
(C) any other material change in the Company's corporate structure or business
or (D) any other action which, in the case of each of the matters referred to in
clauses (A), (B) or (C) is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone or adversely affect the Merger and the
transactions contemplated by the Merger Agreement.

During the term of the Shareholder Agreement, each Shareholder (subject to
any legal requirements applicable solely in his or her capacity as an officer or
director of the Company) will not, directly or indirectly, initiate, solicit or
encourage any inquiries or the making or implementation of any proposal or offer
with respect to a merger, acquisition, consolidation, recapitalization,
liquidation, dissolution or similar transaction involving, or any purchase of
all or a substantial portion of the assets or equity securities of, the Company
or any of its subsidiaries, or engage in any discussions or negotiations with,
or provide any confidential information or data to, any person relating to an
Acquisition Proposal. Each Shareholder has agreed to notify Parent immediately
if any inquiries, proposals or offers related to an Acquisition Proposal are
received by, any confidential information or data is requested from, or any
negotiations of discussions related to an Acquisition Proposal are sought to be
initiated or continued with, either of them, and of the terms and other details
of any such Acquisition Proposal or request, and will keep Parent fully apprised
of all developments with respect thereto.

Except for the provisions of the Shareholder Agreement relating to fees (as
described in the next paragraph), the Shareholder Agreement will terminate on
the earlier of the date the Merger Agreement is terminated in accordance with
its terms or October 31, 1995; provided, that if on such date (i) any applicable
waiting period under the HSR Act has not expired or been terminated or (ii)
there is in effect an injunction, order, judgment, decree or ruling that has not
become final an nonappealable issued by any federal or state court or other
governmental authority of competent jurisdiction in the United States, or there
will have been commenced and will be pending a proceeding or lawsuit before any
such court or authority that would have the effect of preventing consummation of
the Offer or the Merger or any other business combination of the Company with
the Parent or any affiliate of the Parent, or imposing material limitations on
the ability of Parent and

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the Purchaser to acquire, hold or operate the business of the Company and its
subsidiaries or to exercise full rights of ownership of the Shares, then the
Shareholder Agreement will terminate only by the earlier of 15 business days
after the expiration or termination of such waiting period or the resolution, in
a manner reasonably satisfactory to Parent, of any injunction, order, judgment,
decree, ruling, proceeding or lawsuit that has occurred and is of a type set
forth in the foregoing proviso and December 31, 1995. Except for the provisions
of the Shareholder Agreement relating to fees, the Shareholder Agreement will
also terminate if it becomes the subject of a final and nonappealable
injunction, order, judgment, decree or ruling issued by any federal or state
court of competent jurisdiction in the United States prohibiting the
enforceability thereof.

The Shareholder Agreement provides that if, within 12 months following
termination of the Merger Agreement under any of the situations in which Parent
would be entitled to be paid the $900,000 termination fee (see "The Merger
Agreement--Fees and Expenses"), (1) the Board of Directors of the Company
approves or recommends any Acquisition Proposal other than from Parent, or (2)
the Company enters into an agreement with respect to a merger, acquisition,
consolidation, recapitalization, liquidation, dissolution or similar transaction
involving, or any purchase of all or a substantial portion of the assets or
equity securities of, the Company, or (3) any person has acquired beneficial
ownership of shares of Common Stock representing 50% or more of the outstanding
shares of Common Stock, and in connection therewith or thereafter, (A) any
Shareholder shall sell, transfer or otherwise dispose of any or all of his, her
or its Shares to any person not an affiliate or an associate of Parent or to the
Company or any affiliate thereof (or realize cash proceeds in respect of such
Shares as a result of a distribution to shareholders of the Company following
the sale of substantially all of the Company's assets) in connection with a
transactions proposed, described or set forth in such Acquisition Proposal or
agreement or pursuant to such acquisition, or (B) the Company shall undergo a
recapitalization, dissolution, liquidation or similar transaction proposed,
described or set forth in such Acquisition Proposal or agreement or the Company
shall issue an extraordinary dividend or other distribution in accordance with
such Acquisition Proposal or agreement (each, a "Subsequent Transaction") at a
per share price or with equivalent per share proceeds, as the case may be, with
a value in excess of $7.60 (the "Subsequent Price"), then each Shareholder has
agreed to promptly pay to Parent an amount equal to 50% of the excess of the
Subsequent Price over $7.60 multiplied by the number of Shares disposed of or
otherwise participating in the Subsequent Transaction.

In the Shareholder Agreement, the Shareholders have made certain customary
representations, warranties and covenants, including with respect to (i)
ownership of the Shares, (ii) each Shareholder's authority to enter into and
perform their obligations under the Shareholder Agreement, (iii) the receipt of
requisite governmental consents and approvals and (iv) the absence of liens and
encumbrances on and in respect of the Selling Shareholder's Shares.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Company's Bylaws provide that the Company shall indemnify each person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that the person is or was
a director, officer, employee or agent of the Company or was serving at the
request of the Company as a director, officer, employee or agent of another
entity against expenses (including attorneys' fees), judgments, fines and
amounts to be paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the Company or its shareholders, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his or
her conduct was unlawful. The Bylaws further provide that rights conferred
thereby include the right to be paid by the Company the expenses incurred in
defending the proceedings specified above in advance of their final

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disposition; provided that such payment will be made only upon delivery to the
Company by the indemnified party of an undertaking to repay all amounts so
advanced unless it is ultimately determined that the person receiving such
payments is entitled to be indemnified under the Company's Bylaws.

The Bylaws provide that the right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
is not exclusive of any other right which any person may have or acquire under
any bylaw, agreement, contract, vote of shareholders or disinterested directors
or pursuant to the direction of any court of competent jurisdiction or
otherwise, and the it is the policy of the Company that indemnification of those
specified in the Bylaws shall be made to the fullest extent permitted by law.
The indemnification provisions of the Bylaws continue as to a person who has
ceased to be a director, officer, employee or agent of the Company and shall
inure to the benefit of the person's heirs, executors and administrators. The
Bylaws provide that the Company may maintain insurance, at its expense, to
protect itself and any of its directors, officers, employees or agents against
any expense, liability or loss, whether or not the Company would have the power
to indemnify such person against such expense, liability or loss under the Bylaw
provisions. The Company currently maintains such insurance.

The Merger Agreement provides that for a period of six years after the
Effective Time, Parent shall cause the Surviving Corporation to indemnify,
defend and hold harmless the present and former officers and directors of the
Company against all losses, claims, damages, liabilities, fees and expenses
(including reasonable fees and disbursements of counsel, judgments, fines and
amounts paid in settlement to the extent such settlement is effected with the
prior written consent of the Surviving Corporation) arising out of actions or
omissions occurring at or prior to the Effective Time to the fullest extent
permitted under Michigan law or the Company's Restated Articles of Incorporation
or Bylaws in effect at the date of the Merger Agreement, including the
provisions relating to the advancement of expenses incurred in the defense of
any action or suit, provided that in the event any claim or claims for
indemnification are asserted or made within such six year period, all rights to
indemnification shall continue until the disposition of all such claims. The
Merger Agreement provides that Parent shall cause to be maintained in effect for
not less than three years from the Effective Time the policies of officers' and
directors' liability insurance in effect as of the date of the Merger Agreement
maintained by the Company with respect to matters occurring at or prior to the
Effective Time covering each such person covered by the Company's officers' and
directors' liability insurance policy prior to the Effective Time; provided that
Parent may substitute therefor policies of substantially the same coverage
containing terms and conditions which are no less advantageous, in any material
respect (see "The Merger Agreement--Agreements with Respect to Director and
Officer Indemnification and Insurance").

SPLIT-DOLLAR LIFE INSURANCE ARRANGEMENTS

In April 1987 the Company entered into an agreement (the "Split Dollar
Agreement") with the three children of Dr. Shapiro (the "Shapiro Children"),
pursuant to which the Company agreed to pay a portion of the annual premiums on
a policy of life insurance on the lives of Dr. Shapiro and his wife, which
policy is owned by the Shapiro Children. In exchange for the Company's agreement
to pay such premiums, the Shapiro Children have agreed to repay the aggregate
amount of premiums paid, together with interest, from the proceeds of the
policy. The policy is intended to provide sufficient liquidity to the estate of
the last to die of Dr. Shapiro or his wife so that a forced sale of their shares
of Common Stock in the Company would not be required in order to pay federal
estate taxes. The current annual premium on this policy is approximately
$90,100. Since the policy was taken out in 1987, changed economic conditions
have substantially extended the projected period of time until the policy will
accumulate a cash value sufficient to produce an annual policy dividend that
will pay the annual premium on the policy. The Company currently expects that it
will be required to continue making annual premium payments on this policy for
several more years. In

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order to relieve the Company of this obligation to continue such premium
payments, the Shapiro Children have agreed to terminate the Split Dollar
Agreement, effective upon completion of the Offer or consummation of the Merger,
whichever first occurs. In exchange, the Company has agreed to forgive all
indebtedness owing to it by the Shapiro Children on account of premiums
previously paid by the Company on such insurance policy, including all accrued
interest thereon. The amount of such indebtedness was $567,279 as of the date of
the Merger Agreement. Upon effectiveness of this termination agreement, future
premium payments will be the responsibility of the Shapiro Children, as owners
of such insurance policy.

THE MERGER AGREEMENT

The following is a summary of the Merger Agreement. Such summary is
qualified in its entirety by reference to the Merger Agreement. Capitalized
terms not otherwise defined herein shall have the meanings given to them in the
Merger Agreement.

The Offer. The Merger Agreement provides for the commencement of the Offer
not later than the fifth business day from and including the date of the initial
public announcement of the Purchaser's intention to commence the Offer. The
obligation of the Purchaser to accept for payment and pay for Shares tendered
pursuant to the Offer is subject to the satisfaction of the condition that there
will be validly tendered in accordance with the terms of the Offer prior to the
expiration of the Offer and not withdrawn a number of Shares which, together
with the Shares owned by Parent, the Purchaser or any affiliate of them,
represents more than 90% of the Shares outstanding on a fully diluted basis (the
"Minimum Condition") and certain other conditions described below. The Parent
and the Purchaser have expressly reserved the right to waive any such condition,
including the Minimum Condition, the right to increase the price per Share
payable in the Offer and the right to make any change in the terms or conditions
of the Offer.

Certain Conditions of the Offer. The Purchaser is not required to accept for
payment or pay for any Shares tendered pursuant to the Offer, and may terminate
or amend the Offer and may postpone the acceptance for payment of any Shares
tendered, if (i) prior to the expiration of the Offer the Minimum Condition
shall not have been satisfied, (ii) any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")
shall not have expired or been terminated prior to the expiration of the Offer
and the Offer shall have remained outstanding for at least 30 days after
commencement of the Offer, or (iii) at any time on or after April 27, 1995, and
prior to the acceptance for payment of Shares, any of the following events shall
occur:

(a) The Company shall have breached or failed to comply with in any
material respect any of its covenants or agreements contained in the Merger
Agreement, any representation or warranty of the Company in the Merger
Agreement shall have been untrue or incorrect in any material respect at the
time made or shall have ceased to be true and correct, any filing required
to be made prior to the Effective Time by the Company or any of its
subsidiaries with, or any consent, approval or authorization required to be
obtained prior to the Effective Time by the Company or any of its
subsidiaries from, any Governmental Entity in connection with the execution
and delivery of the Merger Agreement or the consummation of the transactions
contemplated thereby by the Company shall not have been made or obtained (as
the case may be), any other consent that was to be obtained by the Company
and is required to consummate the transactions contemplated by the Merger
Agreement shall not have been obtained or any other consents that were to be
obtained by the Company in connection with the transactions contemplated by
the Merger Agreement, the failure of which would have or would be reasonably
likely to have a material adverse effect on the Surviving Corporation, shall
not have been obtained; or

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<PAGE>
(b) there shall have occurred (1) any general suspension (which
continues for a period in excess of 24 hours) of trading in, or general
limitation on prices for, securities on the New York Stock Exchange (2) a
declaration of a banking moratorium or any suspension of payments in respect
of banks in the United States, (3) a commencement of a war or armed
hostilities affecting the United States which is reasonably likely to
materially and adversely affect the extension of credit by banks or other
lending institutions located in the United States, (4) any limitation by any
Governmental Entity on, or any other event which is reasonably likely to
affect, the extension of credit by banks or other financial institutions
located in the United States, or (5) in the case of any of the foregoing
existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof; or

(c) any action or proceeding shall have been instituted or authorized or
shall be pending before any Governmental Entity or there shall have been any
determination by any Governmental Entity: (1) challenging the making of the
Offer or the acquisition by the Purchaser of the Shares or seeking to
restrain or prohibit the consummation of the Offer or the other transactions
contemplated by the Merger Agreement or the Shareholder Agreement; (2)
seeking to prohibit Parent's or the Purchaser's (or any of their
affiliates') ownership or operation of all or any portion of Parent's or the
Company's business or assets, or to compel Parent or the Purchaser (or any
of their affiliates) to dispose of or hold separate all or any portion of
the Parent's or the Company's business or assets, as a result of the Offer
or the other transactions contemplated by the Merger Agreement; (3) making
the acceptance for payment of, or payment for, some or all of the Shares
illegal or resulting in a delay in the ability of the Purchaser to accept
for payment or pay some or all of the Shares; (4) imposes material
limitations on the ability of the Parent or the Purchaser effectively to
acquire or hold or to exercise full rights of ownership of Shares,
including, without limitation, the right to vote the Shares purchased by it
on all matters properly presented to the shareholders of the Company; or

(d) any statute, law, rule, regulation, injunction, decree, ruling or
order shall have been enacted, promulgated, entered, enforced or deemed
applicable to the Offer or the Merger or any other action shall have been
taken by any Governmental Entity that is reasonably likely to, directly or
indirectly, result in any of the consequences referred to in clauses (1)
through (4) of paragraph (c) above; or

(e) it shall have been publicly disclosed or the Purchaser shall have
otherwise learned that (1) any person or "group" (as defined in Section
13(d)(3) of the Exchange Act), shall have acquired 9.9% or more of the
outstanding Shares or shall have been granted any option or right,
conditional or otherwise, to acquire 9.9% or more of the outstanding Shares,
or (2) any new "group" is formed which beneficially owns 9.9% or more of the
outstanding Shares; or

(f) the Company and Parent shall have agreed in writing that the Offer
be terminated; or

(g) the Merger Agreement, prior to the expiration of the Offer, shall be
terminated in accordance with its terms; or

(h) the Company's Board of Directors shall have withdrawn or modified in
a manner adverse to Parent or the Purchaser its recommendation of the Offer
or shall have approved or recommended Acquisition Proposal other than the
Offer or the Board of Directors of the Company shall have resolved to do
either of the foregoing; or

(i) the Standard & Poor's 500 Stock Index at the close of business on
the date the Offer is scheduled to expire shall be less than 80% of such
index at the close of business on April 27, 1995; or

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<PAGE>
(j) Parent and the Purchaser shall not have entered into the Definitive
Financing Agreements, all conditions to the drawdown of funds pursuant
thereto shall not have been satisfied or waived, or the Financing shall not
be available,

which, in the sole judgment of Parent and the Purchaser in any such case, and
regardless of the circumstances (including any action or inaction by Parent, the
Purchaser or any other affiliate of Parent) giving rise to any such condition,
makes it inadvisable to proceed with such acceptance for payment, purchase or
payment.

The foregoing conditions are for the sole benefit of Parent and the
Purchaser and may be asserted by Parent regardless of the circumstances giving
rise to any such conditions or may be waived by Parent and the Purchaser in
whole or in part at any time and from time to time in their sole discretion.

The Merger. The Merger Agreement provides that, upon the terms and subject
to the conditions thereof, upon the consummation of the Merger (the "Effective
Time"), the Purchaser shall be merged with and into the Company. As a result of
the Merger, the separate corporate existence of the Purchaser will cease and the
Company will continue as the Surviving Corporation and will become a wholly
owned subsidiary of Parent. At the Effective Time, each issued and then
outstanding Share (other than any Shares owned by Parent, the Purchaser or any
other subsidiary of Parent and Shares held by the Company or any of its
subsidiaries) shall be cancelled and converted into the right to receive the Per
Share Amount in cash (the "Merger Consideration") payable to the holder thereof,
without interest thereon, less any required withholding taxes, upon the
surrender of the certificate formerly representing such Share.

The Merger Agreement provides that at the Effective Time, each option to
purchase Shares which has been granted under the Company Stock Plans and is
outstanding at the Effective Time, whether or not then exercisable, will be
converted into, and the holder of each Option will be entitled to receive upon
surrender of the Option for cancellation, cash equal to (a) the difference
between the Offer Price and the per share exercise price of each Option,
multiplied by (b) the number of Shares subject to each Option.

Pursuant to the Merger Agreement, each share of common stock of the
Purchaser issued and outstanding immediately prior to the Effective Time shall
be converted into all of the issued and outstanding shares of capital stock of
the Surviving Corporation.

The Merger Agreement provides that the directors and officers of the
Purchaser immediately prior to the Effective Time will be the initial directors
and officers of the Surviving Corporation. The Merger Agreement provides that,
at the Effective Time, the Restated Articles of Incorporation of the Company
will be the Articles of Incorporation of the Surviving Corporation until
thereafter amended as provided by law and such Restated Articles of
Incorporation. The Merger Agreement also provides that the Bylaws of the
Company, as in effect immediately prior to the Effective Time, will be the
Bylaws of the Surviving Corporation until thereafter amended as provided by law,
the Restated Articles of Incorporation of the Surviving Corporation and such
Bylaws.

Representations and Warranties. The Merger Agreement contains various
customary representations and warranties of the parties thereto, including,
without limitation, representations by the Company as to the absence of certain
changes concerning the Company's business, compliance with law, accuracy of
financial statements and public filings, litigation, environmental matters,
employee benefit plans and taxes.

Agreement with Respect to the Conduct of Business Pending the
Merger. Pursuant to the Merger Agreement, the Company has covenanted and agreed
that, between the date of the Merger Agreement and the Effective Time, unless
the Chief Executive Officer of the Parent shall otherwise agree in writing and
except as otherwise contemplated by the Merger Agreement, the Company and each
of its subsidiaries shall conduct their business only in the ordinary and usual
course and

11
<PAGE>
will use their reasonable best efforts to preserve their business organization
intact and maintain their existing relations with customers, lessors, suppliers,
employees and others having business dealings with them. The Merger Agreement
also provides that except as otherwise previously disclosed to and agreed by the
Parent and except as permitted in the Merger Agreement, neither the Company nor
any of its subsidiaries will, without the prior written consent of the Chief
Executive Officer of the Parent, do any of the following: (a) sell, pledge or
otherwise dispose of, or agree to sell, pledge or otherwise dispose of any
capital stock or debt owned by the Company in any of its subsidiaries; amend the
Company's Restated Articles of Incorporation or Bylaws; split, combine or
reclassify any outstanding capital stock; declare, set aside or pay any dividend
payable in cash, stock or property with respect to any of the Company's capital
stock or repurchase, redeem or otherwise acquire, or permit any subsidiary to
purchase or otherwise acquire, directly or indirectly, any shares of its capital
stock or any securities convertible into or exchangeable for or exercisable for
any shares of its capital stock; (b) issue, sell, pledge, dispose of or
encumber, or authorize or propose the issuance, sale, pledge, disposition or
encumbrance of, any shares of, or securities convertible or exchangeable into or
exercisable for any shares of its capital stock; (c) (1) issue, sell, pledge,
dispose of or encumber, or authorize or propose the issuance, sale, pledge,
disposition or encumbrance of, any shares of, or securities convertible or
exchangeable into or options, warrants, calls, commitments or rights of any kind
to acquire any shares of, its capital stock of any class or Voting Debt, other
than Shares issuable pursuant to options outstanding on the date of the Merger
Agreement under the Company Stock Plans, (2) transfer, lease, license, sell,
mortgage, pledge or otherwise dispose of or encumber any property or assets or
any interest therein, except in the ordinary and usual course of business, (3)
incur or modify any indebtedness or other liability, except in the ordinary and
usual course of business, (4) transfer, sell, mortgage, pledge or dispose of any
substantial portion of the property or assets of any subsidiary, except in the
ordinary and usual course of business, (5) acquire by merging or consolidating
with, or by purchasing a substantial equity interest in or a substantial portion
of the assets of, or by any other manner, any corporation, partnership or other
business organization or division thereof, or otherwise acquire any assets
outside the ordinary and usual course of business, or (6) authorize or make
capital expenditures or make any acquisition of, or investment in, assets or
stock of any other person or entity; (d) grant any severance or termination pay
to, or enter into any employment or severance agreement or arrangement with, any
director, officer or employee of the Company or any of its subsidiaries, except
as may be required to satisfy existing contractual obligations and written
policies and practices of the Company and its subsidiaries and the requirements
of applicable law; (e) except as may be required to satisfy existing contractual
obligations and written policies and practices of the Company and its
subsidiaries and the requirements of applicable law, adopt, enter into, make,
amend, or accelerate the vesting of any grants, options, benefits or awards
under, any bonus, profit sharing, thrift, compensations, stock option,
restricted stock, pension, retirement, employee stock ownership, deferred
compensation, employment, termination, severance or other plan, agreement,
trust, fund, policy or arrangement for the benefit of any of their directors,
officers or employees; (f) settle or compromise any material claim or litigation
or, except in the ordinary and usual course of business, modify, amend or
terminate any of its material Contracts or waive, release or assign any material
rights or claims; (g) make any tax election or permit any insurance policy
naming it as a beneficiary or a loss payable payee to be cancelled or terminated
without notice to Parent, except in the ordinary and usual course of business;
(h) enter into any Real Property Lease not in effect on the date of the Merger
Agreement, or amend, modify, extend the term of or waive any violation of or
default under, or otherwise change any Real Property Lease in effect as of the
date of the Merger Agreement; (i) change its methods of accounting as in effect
at December 31, 1994, except as required by changes in generally accepted
accounting principles as concurred to in writing by the Company's independent
auditors and in any such case shall promptly provide notice of any such change
to Parent, or change its fiscal year; (j) take any action that is reasonably
likely to cause any of the representations and warranties of the Company made in
the

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<PAGE>
Merger Agreement to be untrue as of any date after the date of the Merger
Agreement; or (k) authorize or enter into an agreement to do any of the
foregoing or similar actions.

Acquisition Proposals. The Company has agreed that neither it nor any of its
Subsidiaries nor any of its or its subsidiaries' officers or directors or any of
its other affiliates shall, and the Company has agreed to cause its and its
subsidiaries' employees, representatives and agents (including, without
limitation, any investment banking, proxy solicitation, legal or accounting firm
retained by the Company or any of its subsidiaries, and any individual member or
employee of the foregoing) not to, directly or indirectly, (a) initiate, solicit
or encourage any inquiries or the making or implementation of any proposal or
offer (including, without limitation, any proposal or offer to its shareholders
or any of them or any public statement of an intention to make, or the
consideration of, such a proposal or offer) with respect to a merger,
acquisition, consolidation, recapitalization, liquidation, dissolution or
similar transaction involving, or any purchase of all or a substantial portion
of the assets or equity securities of, it or any of its subsidiaries (an
"Acquisition Proposal"); (b) except to the extent necessary so that the
Company's Board of Directors can comply with its fiduciary duties under
applicable law as advised in writing by independent counsel, engage in any
discussions or negotiations with, or provide any confidential information or
data to, any person relating to an Acquisition Proposal; or (c) otherwise
cooperate in any effort or attempt to make, implement or accept an Acquisition
Proposal. Notwithstanding the foregoing, the Merger Agreement does not prohibit
the Company or its Board of Directors from taking and disclosing to the
Company's shareholders a position with respect to a tender offer by any person
pursuant to applicable rules promulgated under the Exchange Act or from making
such disclosure to the Company's shareholders which, in the judgment of the
Company's Board of Directors based on the written advice of independent counsel,
may be required under applicable law. Prior to providing any confidential
information or data to a person relating to an Acquisition Proposal, the Company
will enter into a confidentiality agreement with such person having
substantially the same terms as the Confidentiality Agreement between the
Company and Parent. The Company has agreed to immediately cease and cause to
be terminated any existing activities, including discussions or negotiations,
with any persons conducted prior to the date of the Merger Agreement with
respect to any of the foregoing, and will take the necessary steps to inform
the individuals and entities referred to in the first sentence of this
paragraph of these obligations undertaken by the Company. If the Company
or any of its Affiliates or Agents has provided any person (other than Parent)
with any confidential information or data relating to an Acquisition Proposal,
the Company has agreed to request the immediate return thereof. The Company is
required to notify Parent immediately if any inquiries, proposals or offers
related to an Acquisition Proposal are received by, any confidential information
or data is requested from, or any negotiations or discussions related to an
Acquisition Proposal are sought to be initiated or continued with, it or any of
its affiliates, and of the terms and other details of any such Acquisition
Proposal or request and to keep Parent fully apprised of all developments with
respect to such Acquisition Proposal.

Conditions to the Merger. Under the Merger Agreement, the respective
obligations of each party to effect the Merger are subject to the fulfillment of
the following conditions: (a) if required for the consummation of the Merger,
the Merger Agreement and the transactions contemplated thereby shall have been
duly approved and adopted by the shareholders of the Company in accordance with
applicable law and the Company's Restated Articles of Incorporation and its
Bylaws; (b) the applicable waiting period under the HSR Act shall have expired
or been terminated and all filings required to be made prior to the Effective
Time by the Company, Parent or any of their respective subsidiaries with, and
all consents, approvals and authorizations required to be obtained prior to the
Effective Time by the Company, Parent or any of their respective subsidiaries
from, any Governmental Entity in connection with the Merger Agreement and the
consummation of the transactions contemplated thereby by the Company, Parent and
the Purchaser shall have been made or obtained; (c) no court or other
Governmental Entity of competent jurisdiction shall have

13
<PAGE>
enacted, issued, promulgated, enforced or entered any statute, law, ordinance,
rule, regulation, judgment, decree, injunction or other order, whether
temporary, preliminary or permanent, which is in effect and prohibits
consummation of the transactions contemplated by the Merger Agreement, or
imposes any material restriction on Parent, the Purchaser or the Company in
connection with the consummation of the Merger or with respect to their
respective business operations either prior or subsequent to the Merger; and (d)
the Offer shall have expired and Shares shall have been purchased pursuant
thereto, or the Offer shall have expired or been terminated and no Shares shall
have been purchased pursuant thereto solely because of (i) a failure to satisfy
the Minimum Condition or (ii) a failure to obtain necessary consents under Real
Property Leases to the extent that such failure results in a material adverse
effect on the Company and its subsidiaries, taken as a whole, or results in a
failure of the Parent and the Purchaser to obtain the Financing required for the
Merger (the "Lease Condition").

Termination. The Merger Agreement provides that it may be terminated and the
Offer and the Merger may be terminated at any time prior to the Effective Time
by mutual consent of Boards of Directors of both the Parent and the Company. The
Merger Agreement may also be terminated, and the transactions contemplated
thereby abandoned, by action of the Board of Directors of either the Parent or
the Company (a) after July 15, 1995, if the Offer has expired or been
terminated, with no Shares being purchased because of the failure to satisfy or
waive any condition of the Offer other than the Minimum Condition or the Lease
Condition, (b) after October 31, 1995, if the Offer has expired or been
terminated, with no Shares being purchased because of the failure to satisfy or
waive the Minimum Condition or the Lease Condition and the Merger has not
occurred by such date, (c) if the Offer has expired or been terminated,
with no Shares being purchased because of the failure to satisfy or waive the
Minimum Condition or the Lease Condition, and the necessary approval and
adoption of the Company's shareholders of the Merger is not obtained
at the special meeting called for purposes of voting on the Merger, at
any time after such meeting; (d) if a Governmental Entity of competent
jurisdiction has issued an order or taken any other action permanently
restraining, enjoining or otherwise prohibiting the consummation of the Merger
and such order or other action has become final and non-appealable, at
any time thereafter; or (e) the U.S. Federal Trade Commission or Department of
Justice has commenced, or officially recommended commencement of, an
action (judicial or administrative) seeking an order restraining, enjoining or
otherwise prohibiting the consummation of the Merger; provided, that the party
seeking to terminate the Merger Agreement pursuant to clauses (a), (b) or (c)
above has not breached or failed to perform in any material respect its
obligations under the Merger Agreement.

The Merger Agreement provides that it may be terminated and the transactions
contemplated thereby abandoned at any time prior to the Effective Time, whether
before or after the approval and adoption of the Merger Agreement by the
shareholders of the Company, by action of the Board of Directors of the Company
if there has been a material breach of, or any material failure to comply with,
any covenant or agreement contained in the Merger Agreement by the Parent or the
Purchaser that is not curable or, if curable, is not cured within five days
after written notice of such breach or failure is given by the Company to the
Parent, or if any material representation or warranty of Parent and the
Purchaser in the Merger Agreement shall have been untrue or incorrect at the
time made or shall have ceased to be true and correct, provided, however, that
prior to any termination by the Company on account of any such representation
and warranty ceasing to be true and correct, the Company shall have given
notice to the Parent of such event and the Parent shall not have taken all
necessary action to correct such condition within five days after delivery of
such notice.

In addition, the Merger Agreement provides that the Board of Directors of
Parent may terminate the Merger Agreement and abandon the transactions
contemplated thereby at any time prior to the Effective Time, whether before
or after the approval and adoption thereof and of the Merger by the shareholders
of the Company, if (a) the Company or any of its Affiliates or Agents have
engaged in discussions (other than to provide information or data) or
negotiations with any person other than Parent relating to an Acquisition

14
<PAGE>
Proposal, (b) the Board of Directors of the Company has withdrawn or
modified in a manner adverse to the Parent or Purchaser its approval or
recommendation of the Offer, the Merger Agreement or the Merger or has
approved or recommended any Acquisition Proposal other than one from Parent or
the Purchaser or has resolved to do either of the foregoing, or (c) the
Offer has expired or been terminated with no Shares being purchased thereto
and there has been a material breach of, or any material failure to comply
with, any covenant or agreement contained in the Merger Agreement by the
Company that is not curable or, if curable, is not cured within five days after
written notice of such breach or failure is given by Parent to the Company, or
if any material representation or warranty of the Company in the Merger
Agreement was untrue or incorrect at the time made or has ceased to be true
and correct, provided, however, that prior to any termination by Parent on
account of any such representation and warranty ceasing to be true and
correct, Parent has given notice to the Company of such event and the Company
has not taken all necessary action to correct such condition within five days
after delivery of such notice.

The Merger Agreement also provides that it may be terminated and the
transactions contemplated thereby may be abandoned at any time prior to the
Effective Time, before or after approval and adoption thereof and of the Merger
by the Company' shareholders, by the Board of Directors of the Parent if Parent
and the Purchaser have not entered into the Definitive Financing Agreements or
all conditions to funding pursuant thereto have not been satisfied or waived
or Greyrock Capital Group Inc. proposes to enter into agreements in connection
with the debt portion of the Financing that contain terms and conditions that
are inconsistent with the terms and conditions set forth in the Commitment
Letter, or Heller Equity Capital Corporation proposes to enter into agreements
in connection with the equity portion of the Financing that contain terms and
conditions that are inconsistent with the terms and conditions set forth in
the Letter of Interest.

Agreements with Respect to Employee Matters. In the Merger Agreement, the
Parent agrees that for a period of one year after the Effective Time, the
Surviving Corporation shall provide Benefit Plans to its employees and the
employees of its subsidiaries that are comparable with those provided by the
Company to the employees of the Company and its subsidiaries on the date of the
Merger Agreement; provided, that the Surviving Corporation may cancel the
Company Stock Plans and Incentive Compensation Plan and it may discontinue the
Company's practice of providing severance benefits to any employees terminated
by the Company or any of its subsidiaries without any requirement to provide
similar Benefit Plans or substitute befits. The Merger Agreement also provides
that the Company's "Home Office Bonus Plan" shall continue in effect and any
benefits payable thereunder shall be accrued through the Effective Time on a pro
rata basis, at which time all accruals thereunder shall cease, and any
participant therein who is terminated without cause on or prior to December 31,
1995 or is employed by the Company as of December 31, 1995 shall be entitled to
the pro rata bonus payable thereunder. The Surviving Corporation may terminate
this bonus plan at any time after December 31, 1995.

In the case of persons employed by the Company at its corporate headquarters
or central laboratory facility as of the Effective Time, other than any such
persons who are covered by a collective bargaining agreement and those executive
officers whose employment agreements the Parent has specifically agreed to
honor, the Parent has agreed to cause the Surviving Corporation to pay a lump
sum severance benefit to each such person whose employment is terminated prior
to the first anniversary of the Effective Time for any reason other than cause,
death or disability. Such severance benefit shall be based on the terminated
employee's number of whole years (rounded up or down to the nearest whole year)
of continuous service with the Company and the Surviving Corporation, shall be
reduced by withholding and employment taxes, if required by applicable law, and
shall be equal to one week's gross pay for each whole year of service, with a
maximum severance benefit of ten weeks' gross pay. The term "gross pay" means
the employee's average

15
<PAGE>
weekly gross wages or salary, before deductions or withholdings of any kind
whatsoever, received during the last full calendar month immediately prior to
the date of termination.

The Merger Agreement provides that Parent will cause the Surviving
Corporation, from and after the Effective Time, to honor the terms and
provisions of all Employment Agreements as previously disclosed by the Company.
All other Employment Agreements and all rights thereunder will be terminated by
the Company immediately prior to the Effective Time. Pursuant to Employment
Agreements with two executive officers of the Company, Messrs. Raven and Hirsch
will have the right to receive a change in control payment from the Company if
the Purchaser acquires shares pursuant to the Offer . See "Employment
Agreements", above. Mr. Raven is also entitled to receive an additional $50,000
termination payment if his employment contract is cancelled by the Company. Each
officer's contract also provides for severance payments equal to their current
annual salaries and continuation of benefits.

Agreements with Respect to Director and Officer Indemnification and
Insurance. The Merger Agreement provides that for a period of six years after
the Effective Time, Parent shall cause the Surviving Corporation to indemnify,
defend and hold harmless the present and former officers and directors of the
Company against all losses, claims, damages, liabilities, fees and expenses
(including reasonable fees and disbursements of counsel, judgments, fines and
amounts paid in settlement to the extent such settlement is effected with the
prior written consent of the Surviving Corporation) arising out of actions or
omissions occurring at or prior to the Effective Time to the fullest extent
permitted under Michigan law or the Company's Restated Articles of Incorporation
or Bylaws in effect at the date of the Merger Agreement, including the
provisions relating to the advancement of expenses incurred in the defense of
any action or suit, provided that in the event any claim or claims for
indemnification are asserted or made within such six year period, all rights to
indemnification shall continue until the disposition of all such claims.

The Merger Agreement provides that Parent shall cause to be maintained in
effect for three years from the Effective Time the policies of officers' and
directors' liability insurance in effect as of the date of the Merger Agreement
maintained by the Company with respect to matters occurring at or prior to the
Effective Time covering each such person covered by the Company's officers' and
directors' liability insurance policy prior to the Effective Time; provided that
the Surviving Corporation may substitute therefor policies of at least the same
coverage and amounts containing terms and conditions that are no less
advantageous to such persons so long as substitution does not result in gaps of
lapses in coverage; and further provided that in no event shall the Surviving
Corporation be required to expend more than in each year an amount, based on the
current annual premium paid by the Company for such insurance, equal to 110% of
such premium in the first such year, 121% of such premium in the second such
year and 133.1% of such premium in the third such year, and, in the event that
the cost of such coverage will exceed the applicable amount for any such year,
the Surviving Corporation will purchase for such year as much coverage as
possible for such amount.

Conditional Option. In the Merger Agreement, the Company has granted to the
Purchaser an irrevocable, non-assignable (except to Parent or another subsidiary
of Parent) option (the "Conditional Option") to purchase, for its own account,
up to all the authorized and unissued Shares, other than those Shares reserved
at the date of the Merger Agreement for issuance in connection with the Company
Stock Plans, at the Offer Price. The Conditional Option may be exercise by the
Purchaser at any time prior to the termination of the Merger Agreement in whole
or in part if after such exercise the Purchaser would beneficially own more than
90% of the Shares then outstanding; provided, however, that the Conditional
Option may only be exercised in the event that Parent, the Purchaser and their
affiliates prior to the exercise thereof have become the beneficial owners of
85% or more of the outstanding Shares upon consummation of the Offer and the
purchase of Shares pursuant to the Shareholder Agreement.

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<PAGE>
Additional Agreements. Pursuant to the Merger Agreement, the Company shall,
if required by applicable law in order to consummate the Merger, duly call, give
notice of, convene and hold a special meeting of its shareholders as soon as
practicable following the expiration or termination of the Offer for the purpose
of considering and taking action on the Merger Agreement and the transactions
contemplated thereby (the "Special Meeting"). If the Purchaser acquires at least
a majority of the outstanding Shares, the Purchaser will have sufficient voting
power to approve the Merger, even if no other shareholder votes in favor of the
Merger.

The Merger Agreement provides that the Company and Parent shall cooperate to
prepare and file with the Securities and Exchange Commission (the "Commission")
under the Exchange Act, promptly after the expiration of the Offer if either the
Minimum Condition or the Lease Condition are not satisfied or waived, and the
Company shall use its reasonable best efforts to have cleared by the Commission,
a proxy or information statement and related proxy materials (the "Proxy
Statement") with respect to the Special Meeting and cause the Proxy Statement to
be mailed to shareholders of the Company. The Company has agreed, subject to the
fiduciary duties of its Board of Directors under applicable law as advised in
writing by independent counsel, to include in the Proxy Statement the
recommendation of its Board of Directors that the shareholders of the Company
vote in favor of the approval and adoption of the Merger and the Merger
Agreement, and, if necessary, to take all lawful action to solicit such approval
and adoption and all lawful action necessary or helpful to secure the
affirmative vote of the Company's shareholders required to effect the Merger.
Parent has agreed to vote or cause to be voted all Shares over which it, the
Purchaser or any of its other subsidiaries or affiliates has voting control in
favor of approval and adoption of the Merger Agreement and the transactions
contemplated thereby. The Merger Agreement provides that, in the event that
Parent, the Purchaser or any other subsidiary of the Parent shall acquire at
least 90% of the then outstanding Shares, Parent, the Purchaser and the Company
agree, subject to certain conditions (see "Conditions to the Merger" above), to
take all necessary and appropriate action to cause the Merger to become
effective as soon as practicable after such acquisition, without a meeting of
the Company's shareholders, in accordance with Michigan Law.

The Merger Agreement provides that, subject to its terms and conditions,
each of the parties thereto shall use all reasonable efforts to take, or cause
to be taken, all action, and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by the Merger Agreement, including using
all reasonable efforts to obtain all necessary or appropriate waivers, consents
and approvals, and to effect all necessary registrations, filings and
submissions.

Fees and Expenses. The Merger Agreement provides that in the event that (1)
(a) any person has made an Acquisition Proposal or has acquired beneficial
ownership of 9.9% or more of the outstanding Shares and thereafter the
Merger Agreement is terminated by either Parent or the Company because (i)
the Offer has been terminated with no Shares being purchased due to a failure to
satisfy any condition thereto other than the Minimum Condition or the Lease
Condition by July 15, 1995, or (ii) the Offer has been terminated with no Shares
being purchased due to a failure to satisfy either the Minimum Condition or the
Lease Condition and the Merger is not consummated by October 31, 1995, or (iii)
the Offer has been terminated with no Shares being purchased due to a failure to
satisfy either the Minimum Condition or the Lease Condition and the approval and
adoption of the Merger Agreement by the Company' shareholders has not
been obtained, or (b) Parent terminates the Merger Agreement because (i) the
Company or any of its affiliates have engaged in discussions or negotiations
relating to an Acquisition Proposal with any person other than Parent, or (ii)
the Board of Directors of the Company has withdrawn or modified in a
manner adverse to Parent or the Purchaser its approval or recommendation of the
Merger Agreement, the Offer or the Merger or has approved or recommended
an Acquisition Proposal other than one from Parent or the Purchaser or has
resolved to do either of the

17
<PAGE>
foregoing, or (iii) the Offer has expired with no Shares being purchased
due to a material breach of, or any material failure to comply with, any
covenant or agreement contained in the Merger Agreement by the Company (after
opportunity to cure) and (2) not later than one year from the date of such
termination the Board of Directors of the Company approves or recommends any
Acquisition Proposal other than from Parent, or the Company enters into an
agreement with respect to a merger, consolidation, recapitalization,
liquidation, dissolution or similar transaction involving, or any purchase of
all or a substantial portion of the assets or equity securities of the
Company, or any person has acquired beneficial ownership of Shares representing
50% or more of the outstanding Shares, then the Company shall, upon request by
Parent and within two days of the request, pay to the Parent the sum of
$900,000 in same day funds. Any payment made by the Company to Parent pursuant
to this paragraph will be in addition to, and not in lieu of, any payment to
be made by the Company to Parent pursuant to the following paragraph.

The Company has also agreed that if the Merger Agreement is terminated by
the Parent for any reason permitted thereunder and at such time there has been a
material breach of, or any material failure to comply with, any covenant or
agreement contained in the Merger Agreement by the Company which has not been
cured, or any material representation or warranty of the Company in the Merger
Agreement was untrue or incorrect when made or has ceased to be true and
correct, then the Company shall, when requested by Parent, promptly (but
not later than two days after such request) pay Parent, in immediately
available funds, an amount equal to all actual out-of-pocket fees and expenses
(including fees and expenses of counsel, accountants, financial advisors, other
consultants, financial printers and financial sources (the "Advisors")) incurred
by Parent, the Purchaser or any such Advisor prior to or after the date of the
Merger Agreement in connection with the negotiation and the proposed
consummation of the transactions contemplated thereby (the "Expenses");
provided, however, that the maximum amount payable by the Company under this
provision for reimbursement in the Merger Agreement shall not exceed $500,000,
and such reimbursement amount shall be in addition to, and not in lieu of, any
amounts payable by the Company pursuant to the preceding paragraph.

The Merger Agreement also provides that if the Company terminates the Merger
Agreement because there has been a material breach of, or any material failure
to comply with, any covenant or agreement contained in the Merger Agreement by
Parent which has not been cured, or any material representation or warranty of
Parent in the Merger Agreement was untrue or incorrect when made or has
ceased to be true and correct, then Parent shall, when requested by the
Company, promptly (but not later than two days after such request) pay to
the Company, in immediately available funds, an amount equal to all Expenses
incurred by the Company and its Advisors in connection with the negotiation and
the proposed consummation of the transactions contemplated thereby; provided,
however, that the maximum amount payable by Parent under this provision for
reimbursement in the Merger Agreement shall not exceed $500,000.

The Merger Agreement further provides that if Parent terminates the Merger
Agreement solely because of a failure to obtain the required Financing, or if
the Company terminates the Merger Agreement because of a failure of the
Purchaser to purchase Shares in the Offer by July 15, 1995, solely on account of
its inability to obtain the required Financing, or if the Company terminates the
Merger Agreement solely because of the failure of Parent to consummate the
Merger by October 31, 1995, on account of its inability to obtain the required
Financing, then Parent shall, when requested by the Company, promptly (but not
later than two days after such request) pay to the Company, in immediately
available funds, an amount equal to all Expenses incurred by the Company and its
Advisors in connection with the negotiation and the proposed consummation of the
transactions contemplated thereby; provided, however, that the maximum amount
payable by Parent under this provision for reimbursement in the Merger Agreement
shall not exceed $150,000; and, provided further, that Parent will have no
obligation to make any payment to the Company

18
<PAGE>
pursuant to this paragraph if, at such time either (as the case may be), (a)
the Company has breached or failed to comply with, in any material respect,
any of its covenants or agreements contained in the Merger Agreement, any
representation or warranty of the Company in the Merger Agreement was untrue
or incorrect in any material respect at the time made or has ceased to be true
and correct, any filing required to be made prior to the Effective Time by the
Company or any of its subsidiaries with, or any consent, approval or
authorization required to be obtained prior to the Effective Time by the
Company or any of its subsidiaries from, any Governmental Entity, in
connection with the execution and delivery of the Agreement or the consummation
of the transactions contemplated by the Merger Agreement by the Company has
not been made or obtained (as the case may be), any other consent that was to
be obtained by the Company and is required to consummate the transactions
contemplated by the Merger Agreement has not been obtained or any other
consents that were to be obtained by the Company in connection with the
transactions contemplated by the Merger Agreement, the failure to obtain which
would have or would be reasonably likely to have a material adverse effect on
the Surviving Corporation, have not been obtained, or (b) the representations
and warranties of the Company set forth in the Merger Agreement are not true
and correct in all material respects as of the date of the Merger Agreement
and as of the Closing Date as though made on and as of the Closing Date,
except as otherwise permitted or required by the Merger Agreement.
Notwithstanding anything to the contrary contained in the Merger Agreement,
if the Company has the right to payment of any amount pursuant to this
paragraph, it will have no right to any payment pursuant to the provisions of
the Merger Agreement described in the preceding paragraph.

Except as described in the preceding four paragraphs, the Merger Agreement
provides that in the event of termination of the Merger Agreement and
abandonment of the transactions contemplated thereby pursuant to the sections of
the Merger Agreement regarding termination, no party (or any of its directors or
officers) will have any liability or further obligation to any other party to
the Merger Agreement in connection with such termination and abandonment.

Extension, Waiver and Amendment. The Merger Agreement provides that, subject
to applicable law, the Merger Agreement may be modified or amended, at any time
prior to the Effective Time, by written agreement of the parties to the Merger
Agreement.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(a) Recommendation of the Board of Directors.

The Board of Directors has unanimously approved the Merger Agreement and the
transactions contemplated thereby and determined that each of the Offer and the
Merger is fair to, and in the best interests of, the shareholders of the
Company. The Board of Directors unanimously recommends that all holders of
Shares accept the Offer and tender their Shares pursuant to the Offer.

(b) Background; Reasons for the Recommendation.

At various times in recent years, senior management of the Company has
examined the Company's long term outlook, competitive position and future
prospects, and considered various strategic alternatives with a view toward
increasing shareholder values. During this period the Company has consulted with
several financial advisers, and a significant number of companies involved in
the retail eye care products business have been approached by the Company and by
its

19
<PAGE>
advisers, several of which expressed interest in a possible business
combination. During this period, the Company conducted lengthy negotiations with
two unaffiliated parties.

In January 1993, Dr. Eli Shapiro, Chairman of the Company, was approached by
Mr. Seth Poppel, President of the Parent, who expressed interest in exploring
the possibility of a business combination with the Company. Mr. Poppel requested
an opportunity to conduct a due diligence investigation into the Company's
business and affairs. Over the course of the next two months, there were
numerous conversations between representatives of the Company and the Parent as
well as discussions of a preliminary nature between the Company and an
investment banker. In March 1993 a Confidentiality Agreement was signed between
the Parent and the Company, in which the Parent agreed not to acquire shares of
Company common stock for a three year period.

In April 1993 the Company retained another investment banking firm to act as
its financial adviser in connection with potential discussions with the Parent
or others and to assist in ways of maximizing shareholder value. Throughout the
summer and fall of 1993 the Parent continued its due diligence investigations,
and the Company had meetings with two other potential suitors concerning
possible interests that they might have in acquiring the Company or entering
into some other form of business combination. These discussions were preliminary
in nature and neither of these other two parties reached the point of conducting
significant due diligence reviews of the Company. Throughout the latter part of
1993 and during the first eight months of 1994, there were continuing inquiries
by, and discussions with, representatives of the Parent regarding ways in which
a business combination of the two entities could maximize value for shareholders
of the Company.

On September 1, 1994, representatives of the Company met with
representatives of the Parent and its proposed sources of financing to discuss
various alternative proposals for a business combination between the Parent and
the Company. Prior to this meeting, the representatives from the Parent and its
financing sources had been provided with confidential information by the Company
and had toured numerous of its facilities. At the conclusion of the meeting, no
decisions were reached, and the representatives of the Parent indicated that
further study and investigation would be required. During the remaining portion
of 1994, Dr. Shapiro and Mr. Jonathan Raven, the Company's President, had
sporadic telephone communications with representatives of the Parent, which
culminated in meetings in December 1994 that again involved representatives of
the Parent and its proposed financing sources. Additional stores and facilities
of the Company were toured and discussions were had concerning long range plans
for development of the business. At the conclusion of this meeting, the Parent
indicated an increased interest in the potential for a business combination with
the Company, but indicated that it was not prepared to make a proposal at that
time.

During the last quarter of 1994, Dr. Shapiro had several preliminary
discussions with another interested party who was experienced in the industry.
In early 1995, Dr. Shapiro had preliminary talks with this party's financing
source. However, no further interest was indicated by this party following this
meeting.

On February 24, 1995, representatives of the Parent met in Michigan with Dr.
Shapiro and Mr. Raven, and brought with them representatives of a new financing
source. Additional information was provided at this time, and again several
stores and facilities of the Company were inspected.

On March 24, 1995, Mr. Raven was contacted by Mr. Michael J. Rosenthal, a
director of Parent, who requested a meeting with Dr. Shapiro to obtain Dr.
Shapiro's views on several issues that were critical to the formulation of a
business combination proposal that Mr. Rosenthal was attempting to make on
behalf of the Parent. A meeting was arranged for March 30, 1995.

On March 28, 1995 the Board of Directors of the Company met with its legal
counsel to receive a report from Dr. Shapiro and Mr. Raven regarding discussions
that had occurred to date with the

20
<PAGE>
Parent and Mr. Rosenthal. At this time, the Board authorized management to
retain an investment banking firm to provide advice with respect to any specific
proposals that might be received and also appointed a special committee of the
Board ("Special Committee") comprised of Mr. Raven and Drs. Shapiro and Kollat,
to evaluate and report to the Board with respect to further expressions of
interest or proposals from the Parent or any other interested parties.
Subsequently, meetings were held in Florida and in New York between
representatives of the Parent and the Company. Shortly after these meetings, Mr.
Rosenthal called Mr. Raven to request a meeting of the parties and their legal
counsel and advisors to begin negotiating the terms of a business combination
between the Parent and the Company.

On April 4, 1995, Dr. Shapiro received a general inquiry from an
unaffiliated third party with which the Company had had preliminary discussions
concerning the future of the Company and this party's interest in exploring a
possible business combination. The party concluded the conversation with a
promise to conduct further conversations on the subject. Subsequently, this
party indicated that it was not prepared to proceed further with discussions for
at least six months.

On April 7, 1995, representatives of the Company, the Parent, the Parent's
financing sources and their respective counsel met to negotiate a business
combination between the Company and the Parent. At the conclusion of the
meeting, there was disagreement on several essential terms, and the Parent
indicated that a substantial amount of due diligence review was required in
order for it to be able to continue negotiations.

During the second and third weeks of April 1995, the Parent and its
financing sources proceeded to conduct extensive due diligence investigation
into the business and affairs of the Company. Negotiations on the unresolved
points continued as well. The Company's Board of Directors met on April 12,
1995, and authorized the retention of Legg Mason Wood Walker, Incorporated
("Legg Mason") to advise the Board in connection with any definitive proposal
that might be submitted by the Parent, and to evaluate the fairness, from a
financial point of view, to the Company's shareholders of the consideration
offered to be paid to such shareholders pursuant to any proposal that might be
presented to the Company.

Negotiations continued during the weeks of April 17 and 24, and the
Company's Board of Directors met on April 22 to be advised on the status of
negotiations. At that meeting, Legg Mason preliminarily discussed with the Board
the methodologies it would use to evaluate the fairness of any consideration
that might be offered to shareholders of the Company. The Board was informed
that the Parent was continuing its due diligence investigation. Following this
report, Dr. Shapiro and Mr. Raven were excused from the meeting while the
remaining Board members discussed those aspects of the negotiations which
related to the Shareholder Agreement, the Consulting Agreement and the Split
Dollar Life Insurance Arrangement.

On April 26, 1995, Mr. Rosenthal informed Dr. Shapiro that the Parent was
prepared to make an all cash offer of $7.60 per share, if acceptable to the
Company's Board of Directors and subject to the completion of negotiations of a
definitive merger agreement. The Special Committee was informed of this
development and the details of the proposal were communicated to Legg Mason.
Counsel for the Company and Parent continued their negotiations of a definitive
merger agreement.

During the evening of April 27, 1995, the Board of Directors met to receive
a report of the Special Committee and consider the Parent's offer and other
alternatives. The terms of the proposed transaction and the related definitive
merger agreement were presented to and reviewed by the Board of Directors. Legg
Mason made a presentation to the Board of Directors and delivered its opinion to
the Board that the $7.60 per share cash consideration offered by the Parent to
holders of the outstanding Shares was fair, from a financial point of view, to
such holders. The Board of Directors discussed the Parent's offer, including
those aspects related to the Shareholder

21
<PAGE>
Agreement, the Consulting Agreement and the Split Dollar Agreement. The full
Board then discussed the proposed definitive merger agreement and the Merger,
and reviewed proposed resolutions related to the transactions. After further
discussion and analysis, the Board of Directors unanimously decided to proceed
with the sale of the Company and to accept the Parent's offer for the reasons
described hereafter, and the Board then approved the Merger Agreement and the
transactions contemplated thereby and unanimously recommended that shareholders
accept the Offer and tender their Shares pursuant thereto. With respect to the
Merger, the Board unanimously recommended that, if a shareholder vote is
required by applicable law, the shareholders of the Company vote in favor of
approval and adoption of the Merger Agreement and the Merger.

In approving the Merger Agreement and the transactions contemplated thereby
and recommending that all holders of Shares tender their Shares pursuant to the
Offer, the Board of Directors considered a number of factors including:

(i) the familiarity of the Board of Directors with the business, results
of operations, properties and financial condition of the Company and the
nature of the industry in which it operates, based, in part, upon
presentations by management of the Company, including the prospects for the
Company if it were to remain independent;

(ii) the terms of the Merger Agreement including the proposed structure
of the Offer and Merger involving an immediate cash tender offer for all
outstanding Shares to be followed by a merger for the same consideration,
thereby enabling shareholders to obtain cash for their shares at the
earliest possible time;

(iii) the results (or lack thereof) of various discussions and meetings
that management has had with a variety of third parties during the past
several years concerning a strategic transaction with the Company;

(iv) the trading price of the Shares over the last three years and that
the $7.60 per Share Offer price represents a premium of approximately 38%
over the closing sales price for the Shares on April 21, 1995, the end of
the week prior to the public announcement of the execution of the Merger
Agreement, and a premium of 33% over the closing sales price for the Shares
on April 27, 1995, the day prior to such announcement, as reported in the
Nasdaq Stock Market (National Market System);

(v) the opinion of Legg Mason to the effect that as of the date of its
opinion, the $7.60 per Share cash consideration to be received by the
holders of the Shares pursuant to the Offer and the Merger is fair from a
financial point of view to such holders. A copy of the opinion of Legg Mason
which sets forth the factors considered and the assumptions made by Legg
Mason is attached hereto and filed as Exhibit 6, and incorporated herein by
reference. SHAREHOLDERS ARE URGED TO READ THE OPINION OF LEGG MASON
CAREFULLY IN ITS ENTIRETY;

(vi) that the Merger Agreement permits the Company, in the exercise of
the fiduciary duties of the Board of Directors, to furnish nonpublic
information and access in response to requests which were not solicited by
the Company after the date of the Merger Agreement to third parties pursuant
to confidentiality agreements, and to participate in discussions and
negotiations with any third party that has submitted a bona fide written
Acquisition Proposal to the Company;

(vii) the termination provisions of the Merger Agreement, which were a
condition to Parent's proposal, providing that Parent could be entitled to a
fee of $900,000 and reimbursement of expenses up to $500,000 upon the
termination of the Merger Agreement under certain

22
<PAGE>
circumstances, including the modification or withdrawal of the Board of
Directors' recommendation with respect to the Offer and the Merger; and

(viii) the representation of Parent and the Purchaser that they have
sufficient funds committed to consummate the Offer and the Merger.

The Board of Directors did not assign relative weights to the factors or
determine that any factor was of particular importance. Rather, the Board of
Directors viewed its position and recommendations as being based on the totality
of the information presented to and considered by it.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

Legg Mason was retained by the Company to act as financial advisor to the
Board of Directors for purposes providing its opinion to the Board with respect
to the fairness, from a financial point of view, of the cash consideration to be
received by shareholders pursuant to the Offer and the Merger. Legg Mason was
not engaged to provide general financial advisory services or advice to the
Company, including evaluation of any strategic or financing alternatives or any
proposal other than the Offer and the Merger. Pursuant to a letter agreement,
dated April 3, 1995, between the Company and Legg Mason, the Company has paid to
Legg Mason a fee of $50,000 in connection with the delivery of such firm's
opinion to the Company's Board of Directors. The Company has also agreed to
reimburse Legg Mason for its reasonable out-of-pocket expenses, including the
reasonable fees and expenses of its counsel, and to indemnify Legg Mason against
certain liabilities, including liabilities arising under the federal securities
laws.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.

(a) Except for awards of Shares pursuant to the Company Stock Plans and
transactions contemplated by the Shareholder Agreement, no transactions in the
Shares have been effected during the past 60 days by the Company or, to the best
of the Company's knowledge, by any executive officer, director, affiliate or
subsidiary of the Company.

(b) To the best of the Company's knowledge, to the extent permitted by
applicable securities laws, rules or regulations, except for Shares which are
subject to restrictions on transfer and gifts of Shares to family members or
charitable organizations, each executive officer, director and affiliate of the
Company currently intends to tender all Shares over which he or she has sole
dispositive power to the Purchaser.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY SUBJECT COMPANY.

(a) Except as set forth above or in Items 3(b) and 4(b), the Company is not
engaged in any negotiation in response to the Offer which relates to or would
result in (i) an extraordinary transaction, such as a merger or reorganization,
involving the Company or any subsidiary of the Company; (ii) a purchase, sale or
transfer of a material amount of assets by the Company or any subsidiary of the
Company; (iii) a tender offer for or other acquisition of securities by or of
the Company; or (iv) any material change in the present capitalization or
dividend policy of the Company.

(b) Except as described in Items 3(b) or 4 above, there are no transactions,
Board of Directors resolutions, agreements in principle or signed contracts in
response to the Offer that relate to or would result in one or more of the
events referred to in Item 7(a) above.

23
<PAGE>
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

None.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------ -------------------------------------------------------------------------------

<S> <C>
Exhibit 1 Agreement and Plan of Merger, dated as of April 27, 1995, by and among Parent,
Purchaser, and NuVision, Inc.

Exhibit 2.1 Employment Agreement between NuVison, Inc. and Eli Shapiro, as amended.

Exhibit 2.2 Employment Agreement between NuVision, Inc. and Jonathan E. Raven, as amended.

Exhibit 2.3 Employment Agreement between NuVision, Inc. and Stephen L. Hirsch, as amended.

Exhibit 2.4 Shareholder Agreement, dated as of April 27, 1995, by and among Eli Shapiro,
Esther Shapiro (individually and as trustees) and Parent.

Exhibit 2.5 Consulting Agreement, dated as of April 27, 1995, among Eli Shapiro, Parent and
the Purchaser.

Exhibit 2.6 Split Dollar Life Insurance Agreement, dated April 5, 1987, as amended,
together with Agreement Regarding Split Dollar Life Insurance Agreement dated
April 27, 1995.

Exhibit 3 Confidentiality Agreement, dated March 11, 1993, between NuVision, Inc. and
Parent.

Exhibit 4 Press Release issued jointly by NuVision, Inc. and Parent dated April 28, 1995.

Exhibit 5 *Letter to Shareholders of NuVision, Inc. dated May 4, 1995.

Exhibit 6.1 Letter Agreement, dated April 3, 1995, between NuVision, Inc. and Legg Mason
Wood Walker, Incorporated.

Exhibit 6.2 *Opinion of Legg Mason Wood Walker, Incorporated, dated April 27, 1995.
</TABLE>

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

* Included in copies of the Schedule 14D-9 mailed to shareholders.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: May 4, 1995

NUVISION, INC.

By: /s/ JONATHAN E.
RAVEN
..................................

Jonathan E. Raven, President

Exhibit 1

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

AGREEMENT AND PLAN OF MERGER

dated as of April 27, 1995

by and among

NUVISION, INC.,

AMERICAN VISION CENTERS, INC.

and

NI ACQUIRING CORP.

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

<PAGE>

TABLE OF CONTENTS

Page
----

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I

The Offer

1.1. The Offer . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Company Action . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II

The Merger; Closing; Effective Time

2.1. The Merger . . . . . . . . . . . . . . . . . . . . . . . 3
2.2. Closing . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3. Effective Time . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III

Articles of Incorporation and By-laws
of the Surviving Corporation

3.1. Articles of Incorporation . . . . . . . . . . . . . . . . 4
3.2. By-laws . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE IV

Directors and Officers of
the Surviving Corporation

4.1. Directors and Officers . . . . . . . . . . . . . . . . . 4

ARTICLE V

Effect of the Merger on Capital Stock;
Surrender of Certificates

5.1. Effect on Capital Stock . . . . . . . . . . . . . . . . . 5
5.2 Surrender of Certificates . . . . . . . . . . . . . . . 5

(a) Paying Agent . . . . . . . . . . . . . . . . . . . 5
(b) Surrender Procedure . . . . . . . . . . . . . . . . 5
(c) Transfers . . . . . . . . . . . . . . . . . . . . . 6
(d) Termination of Payment Fund . . . . . . . . . . . . 6
(e) No Liability . . . . . . . . . . . . . . . . . . . 6

-i-

<PAGE>

Page
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ARTICLE VI

Representations and Warranties

6.1. Representations and Warranties of the Company . . . . . . 7

(a) Corporate Organization and Qualification. . . . . . 7
(b) Authorized Capital . . . . . . . . . . . . . . . . 8
(c) Corporate Authority . . . . . . . . . . . . . . . . 9
(d) Governmental Filings; No Violations . . . . . . . . 10
(e) Reports; Financial Statements . . . . . . . . . . . 11
(f) Indebtedness; Absence of Undisclosed
Liabilities . . . . . . . . . . . . . . . . . . . 11
(g) Absence of Certain Changes . . . . . . . . . . . . 12
(h) Litigation . . . . . . . . . . . . . . . . . . . . 12
(i) Taxes . . . . . . . . . . . . . . . . . . . . . . 13
(j) Contracts; Franchises . . . . . . . . . . . . . . . 13
(k) Real Property . . . . . . . . . . . . . . . . . . . 14
(l) Personal Property . . . . . . . . . . . . . . . . . 15
(m) Insurance . . . . . . . . . . . . . . . . . . . . . 16
(n) Employment Agreements . . . . . . . . . . . . . . . 16
(o) Employee Benefits . . . . . . . . . . . . . . . . . 16
(p) Labor Matters . . . . . . . . . . . . . . . . . . . 19
(q) Compliance with Laws and Regulations . . . . . . . 19
(r) Environmental Matters . . . . . . . . . . . . . . . 20
(s) Certain Transactions . . . . . . . . . . . . . . . 22
(t) Intellectual Property . . . . . . . . . . . . . . . 22
(u) Disclosure Documents . . . . . . . . . . . . . . . 23
(v) Brokers and Finders . . . . . . . . . . . . . . . . 23
(w) Opinion of Financial Advisor . . . . . . . . . . . 23
(x) Disclosure . . . . . . . . . . . . . . . . . . . . 23

6.2. Representations and Warranties of Parent
and the Purchaser . . . . . . . . . . . . . . . . . . . 24

(a) Corporate Organization and Qualification . . . . . 24
(b) Corporate Authority . . . . . . . . . . . . . . . . 24
(c) Governmental Filings; No Violations . . . . . . . . 25
(d) Brokers and Finders . . . . . . . . . . . . . . . . 26
(e) Commitments for the Financing . . . . . . . . . . . 26
(f) Disclosure Documents . . . . . . . . . . . . . . . 26
(g) Financial Statements . . . . . . . . . . . . . . . 26

ARTICLE VII

Covenants

7.1. Interim Operations of the Company . . . . . . . . . . . . 27
7.2. Acquisition Proposals . . . . . . . . . . . . . . . . . . 29
7.3. Shareholders' Approval . . . . . . . . . . . . . . . . . 30
7.4. Filings; Other Actions . . . . . . . . . . . . . . . . . 31

-ii-

<PAGE>

Page
----

7.5. Access . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.6. Notification of Certain Matters . . . . . . . . . . . . . 33
7.7. Legal Conditions to Merger . . . . . . . . . . . . . . . 33
7.8. Publicity . . . . . . . . . . . . . . . . . . . . . . . . 34
7.9. Stock Options . . . . . . . . . . . . . . . . . . . . . . 34
7.10. Expenses . . . . . . . . . . . . . . . . . . . . . . . . 34
7.11. Indemnification and Benefits . . . . . . . . . . . . . . 34
7.12. Conditional Option . . . . . . . . . . . . . . . . . . . 36

ARTICLE VIII

Conditions

8.1. Conditions to Each Party's Obligation to
Effect the Merger . . . . . . . . . . . . . . . . . . . 37

(a) Company Shareholder Approval . . . . . . . . . . . 37
(b) Governmental and Regulatory Consents . . . . . . . 37
(c) Litigation . . . . . . . . . . . . . . . . . . . . 37
(d) The Offer . . . . . . . . . . . . . . . . . . . . . 38

8.2. Conditions to Obligation of the Company . . . . . . . . . 38

(a) Representations and Warranties . . . . . . . . . . 38
(b) Performance of Obligations of Parent . . . . . . . 38

8.3. Conditions to Obligations of Parent and
the Purchaser . . . . . . . . . . . . . . . . . . . . . 38

(a) Representations and Warranties . . . . . . . . . . 38
(b) Performance of Obligations of the Company . . . . . 38
(c) Consents . . . . . . . . . . . . . . . . . . . . . 39
(d) No Material Adverse Change . . . . . . . . . . . . 39
(e) Financing . . . . . . . . . . . . . . . . . . . . 39

ARTICLE IX

Termination

9.1. Termination by Mutual Consent . . . . . . . . . . . . . . 39
9.2. Termination by either Parent or the Company . . . . . . . 39
9.3. Termination by the Company . . . . . . . . . . . . . . . 40
9.4. Termination by Parent . . . . . . . . . . . . . . . . . . 40
9.5. Termination Due to Lack of Financing . . . . . . . . . . 41
9.6. Effect of Termination and Abandonment . . . . . . . . . . 41

-iii-

<PAGE>

Page
----

ARTICLE X

Miscellaneous and General

10.1. Survival . . . . . . . . . . . . . . . . . . . . . . . . 44
10.2. Additional Actions . . . . . . . . . . . . . . . . . . . 44
10.3. Modification or Amendment . . . . . . . . . . . . . . . . 44
10.4. Waiver of Conditions . . . . . . . . . . . . . . . . . . 44
10.5. Counterparts . . . . . . . . . . . . . . . . . . . . . . 44
10.6. Governing Law . . . . . . . . . . . . . . . . . . . . . . 45
10.7. Notices . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.8. Entire Agreement, etc. . . . . . . . . . . . . . . . . . 46
10.9. No Third Party Beneficiaries . . . . . . . . . . . . . . 46
10.10. Definition of "Subsidiary" . . . . . . . . . . . . . . . 46
10.11. Obligation of Parent . . . . . . . . . . . . . . . . . . 46
10.12. Captions . . . . . . . . . . . . . . . . . . . . . . . . 46

-iv-

<PAGE>

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of
April 27, 1995, by and among NUVISION, INC., a Michigan corporation (the
"Company"), AMERICAN VISION CENTERS, INC., a New York corporation
("Parent"), and NI ACQUIRING CORP., a Michigan corporation and a wholly
owned subsidiary of Parent (the "Purchaser").

WITNESSETH:

WHEREAS, the Boards of Directors of the Company and Parent each
have determined that a business combination between Parent and the Company
is in the best interests of their respective companies and shareholders
and, accordingly, have agreed to effect the offer and the merger provided
for herein, upon the terms and subject to the conditions set forth herein;
and

WHEREAS, in furtherance of such business combination, the
Purchaser will commence a tender offer (the "Offer") to purchase all
outstanding shares of common stock, par value $0.50 per share (the
"Shares"), of the Company at a price of $7.60 per Share, net to the seller
in cash (the "Offer Price"), upon the terms and subject to the conditions
set forth herein; and

WHEREAS, to induce Parent and the Purchaser to enter into this
Agreement and as a condition to Parent and the Purchaser entering into this
Agreement, concurrently with the execution and delivery of this Agreement,
certain shareholders of the Company have entered into a shareholder
agreement (the "Shareholder Agreement") with Parent pursuant to which,
among other things, such shareholders have agreed, subject to certain
conditions, to tender 1,137,785 Shares into the Offer.

NOW, THEREFORE, in consideration of the foregoing premises and
the representations, warranties, covenants and agreements contained herein
and in the Shareholder Agreement, the parties hereto agree as follows:

ARTICLE I

The Offer

1.1. The Offer. So long as none of the events set forth in
---------
Annex I hereto shall have occurred or be continuing, the Purchaser shall
commence (within the meaning of Rule 14d-2(a) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), as
promptly as reasonably practicable after the date hereof (but in no event
later than five business days after the public announcement of the
execution hereof), the Offer in accordance with Section 14(d) of the
Exchange Act. The

<PAGE>

Offer shall be subject only to the conditions set forth in Annex I hereto,
any of which conditions may be waived in the sole discretion of Parent and
the Purchaser. Upon the terms and subject to the satisfaction or waiver of
such conditions to the Offer, the Purchaser shall accept for payment and
thereby purchase all Shares properly tendered pursuant thereto as soon as
legally permissible following the consummation thereof and following such
consummation shall pay for all such Shares as promptly as practicable
thereafter. On the date of commencement of the Offer, Parent and the
Purchaser shall file with the Securities and Exchange Commission (the
"Commission") and disseminate to holders of Shares to the extent required
by law a Tender Offer Statement on Schedule 14D-1 (together with all
amendments thereof and supplements thereto, the "Schedule 14D-1") with
respect to the Offer. The Schedule 14D-1 shall contain or shall
incorporate by reference, among other documents, an offer to purchase
relating to the Offer (the "Offer to Purchase") and forms of the related
letter of transmittal and summary advertisement (the Schedule 14D-1, the
Offer to Purchase and all such other documents, together with all
amendments thereof and supplements thereto, being referred to herein
collectively as the "Offer Documents"). Parent and the Purchaser, on the
one hand, and the Company, on the other hand, shall promptly correct any
information provided by such person for use in the Schedule 14D-1 or the
other Offer Documents that shall have become false or misleading in any
material respect, and Parent and the Purchaser shall take all steps
necessary to cause the Schedule 14D-1 as so corrected to be filed with the
Commission and such Offer Documents as so corrected to be disseminated to
holders of Shares, in each case as and to the extent required by applicable
federal securities laws.

1.2. Company Action. The Company hereby approves of and
--------------
consents to the Offer and represents and warrants that its Board of
Directors has, at a meeting duly called and held, by the unanimous action
of all of its directors, (a) determined that each of the Offer and the
Merger is fair to and in the best interests of the Company and its
shareholders, (b) approved this Agreement, the Offer, the Merger and the
other transactions contemplated hereby and the transactions contemplated by
the Shareholder Agreement for all purposes under the Business Corporation
Act of the State of Michigan (the "BCA") and Article VI of the Restated
Articles of Incorporation of the Company, as amended to date (the
"Company's Restated Articles"), and (c) resolved to recommend that the
holders of the Shares accept the Offer and tender their Shares pursuant
thereto and approve and adopt this Agreement and the Merger. On the date
of commencement of the Offer, the Company shall file with the Commission a
Solicitation/Recommendation Statement on Schedule 14D-9 (together with all
amendments thereof and supplements thereto, the "Schedule 14D-9")
containing, subject to the fiduciary duties of the Company's Board of
Directors under applicable law as advised in writing by independent
counsel, the recommendation and determination of the Company's Board of

- 2 -

<PAGE>

Directors described above and shall disseminate to holders of Shares the
Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the
Exchange Act and any other applicable federal securities laws. The
Company, on the one hand, and Parent and the Purchaser, on the other hand,
shall promptly correct any information provided by such person for use in
the Schedule 14D-9 that shall have become false or misleading in any
material respect, and the Company shall take all steps necessary to cause
the Schedule 14D-9 as so corrected to be filed with the Commission and
disseminated to holders of Shares, in each case as and to the extent
required by applicable federal securities laws. The Company hereby
consents to the inclusion in the Offer Documents of the recommendation and
determination described in the first sentence of this Section 1.2. In
connection with the Offer, the Company shall promptly furnish, or cause to
be furnished, to the Purchaser a list of the holders of Shares, mailing
labels containing the names and addresses of all record holders of Shares,
lists of security positions of Shares held in stock depositories and any
related computer files, each as of the most recent practicable date, and
shall promptly furnish the Purchaser with such additional information,
including, without limitation, updated lists of the shareholders of the
Company, mailing labels, lists of security positions and such computer
files, and such assistance as the Purchaser or its agents may reasonably
request in communicating the Offer to the Company's shareholders.

ARTICLE II

The Merger; Closing; Effective Time

2.1. The Merger. Upon the terms and subject to the conditions
----------
of this Agreement, at the Effective Time (as defined in Section 2.3), the
Company and the Purchaser shall consummate a merger (the "Merger") pursuant
to which (a) the Purchaser shall be merged with and into the Company and
the separate corporate existence of the Purchaser shall thereupon cease,
(b) the Company shall be the successor or surviving corporation in the
Merger and shall continue to be governed by the laws of the State of
Michigan, and (c) the separate corporate existence of the Company with all
its rights, privileges, immunities, powers and franchises shall continue
unaffected by the Merger. The corporation surviving the Merger is
sometimes hereinafter referred to as the "Surviving Corporation." The
Merger shall have the effects set forth in the BCA and this Agreement.

2.2. Closing. The closing for the Merger (the "Closing") shall
-------
take place (a) at the offices of Kirkpatrick & Lockhart, 1251 Avenue of the
Americas, 45th Floor, New York, New York at 9:00 a.m., local time, on the
second business day after the day on which the last to be fulfilled or
waived of the conditions set forth in Article VIII shall be fulfilled or
waived in accordance with this Agreement or (b) at such other place and

- 3 -

<PAGE>

time and/or on such other date as the Company and Parent may agree. The
date upon which the Closing occurs is herein called the "Closing Date."

2.3. Effective Time. Parent, the Purchaser and the Company
--------------
shall cause an appropriate certificate of merger (the "Certificate of
Merger") to be executed and filed on the Closing Date (or on such other
date as Parent and the Company may agree) with the Michigan Department of
Commerce, Corporation and Securities Bureau, Corporation Division (the
"Michigan Bureau") as provided in the BCA. The Merger shall become
effective at the time at which the Certificate of Merger has been duly
filed with the Michigan Bureau or such other time as is agreed upon by the
Company and Parent and specified in the Certificate of Merger, and such
time is hereinafter referred to as the "Effective Time."

ARTICLE III

Articles of Incorporation and By-laws

of the Surviving Corporation

3.1. Articles of Incorporation. The Company's Restated
-------------------------
Articles, as in effect immediately prior to the Effective Time, shall,
effective as of the Effective Time, become the Articles of Incorporation of
the Surviving Corporation, until duly amended in accordance with the terms
thereof and the BCA.

3.2. By-laws. The By-laws of the Company, as in effect
-------
immediately prior to the Effective Time, shall, effective as of the
Effective Time, become the By-laws of the Surviving Corporation, until duly
amended in accordance with the terms thereof, the Articles of Incorporation
of the Surviving Corporation and the BCA.

ARTICLE IV

Directors and Officers of the
Surviving Corporation

4.1. Directors and Officers. The directors and officers of the
----------------------
Purchaser immediately prior to the Effective Time shall, from and after the
Effective Time, be the directors and officers, respectively, of the
Surviving Corporation until their successors shall have been duly elected
or appointed and qualified or until their earlier death, resignation or
removal in accordance with the Articles of Incorporation and By-laws of the
Surviving Corporation.

- 4 -

<PAGE>

ARTICLE V

Effect of the Merger on Capital Stock;
Surrender of Certificates

5.1. Effect on Capital Stock. At the Effective Time, by virtue
-----------------------
of the Merger and without any action on the part of the holder thereof:

(a) Each Share issued and outstanding immediately prior to the
Effective Time (other than Shares owned by Parent, the Purchaser or any
other subsidiary of Parent (collectively, the "Parent Companies") and
Shares held by the Company or any of its subsidiaries immediately prior to
the Effective Time) shall be converted into the right to receive in cash an
amount per Share equal to the highest price paid per Share pursuant to the
Offer (the "Merger Price"), shall cease to be outstanding, shall
automatically be canceled and retired and shall cease to exist; and each
holder of a stock certificate (a "Certificate") formerly representing any
such Shares shall cease to have any rights with respect thereto, except the
right to receive, without interest, the aggregate Merger Price therefor
upon the surrender of such Certificate in accordance with this Article V.

(b) Each Share issued and outstanding immediately prior to the
Effective Time and owned by any of the Parent Companies and each Share
issued and held by the Company or any of its subsidiaries immediately prior
to the Effective Time shall cease to be outstanding, shall automatically be
canceled and retired without payment of any consideration therefor and
shall cease to exist.

(c) The shares of common stock ("Purchaser Common Stock") of the
Purchaser issued and outstanding immediately prior to the Effective Time
shall remain outstanding and shall be converted into and thereafter
constitute all of the issued and outstanding shares of the capital stock of
the Surviving Corporation.

5.2. Surrender of Certificates.
-------------------------

(a) Paying Agent. From and after the Effective Time, Parent
------------
shall make available, or shall cause to be made available, from time to
time to the bank or trust company selected by Parent (the "Paying Agent"),
for the benefit of the former holders of Shares, for exchange in accordance
with this Article V, sufficient funds to make all payments of the aggregate
Merger Price (such funds, together with any interest or income with respect
thereto being hereinafter referred to as the "Payment Fund"). The Payment
Fund shall be invested by the Paying Agent as directed by Parent or the
Surviving Corporation.

(b) Surrender Procedure. Promptly after the Effective Time,
-------------------
Parent shall cause the Paying Agent to mail to each person

- 5 -

<PAGE>

(other than any of the Parent Companies) who was, at the Effective Time, a
holder of record of a Certificate (i) a letter of transmittal which shall
specify that delivery shall be effected, and risk of loss of and title to
such Certificate shall pass, upon (and only upon) delivery of such
Certificate to the Paying Agent, and which shall be in such form and have
such other provisions as Parent may reasonably specify, and
(ii) instructions for use in effecting the surrender of such Certificate.
Upon surrender to the Paying Agent of a Certificate, together with such a
letter of transmittal duly executed and completed in accordance with the
instructions thereto, the holder of such Certificate shall be entitled to
receive in exchange therefor an amount in cash equal to the number of
Shares formerly represented by such Certificate times the Merger Price,
after giving effect to any required tax withholdings, and such Certificate
shall forthwith be canceled. No interest will accrue or be payable on any
amount payable upon surrender of a Certificate. If payment with respect to
any surrendered Certificate is to be made to a person other than the person
in whose name such Certificate is registered, it shall be a condition of
such payment that such Certificate shall be properly endorsed or shall be
otherwise in proper form for transfer and that the person requesting such
payment shall have paid any transfer or other taxes required by reason of
payment of the aggregate Merger Price therefor to a person other than the
registered holder of such Certificate or shall have established to the
satisfaction of the Surviving Corporation that such taxes either have been
paid or are not applicable. Until surrendered as contemplated by this
Section 5.2, each Certificate shall be deemed at any time after the
Effective Time to represent only the right to receive the appropriate
amount in cash as contemplated by this Article V.

(c) Transfers. At the Effective Time, the stock transfer books
---------
of the Company shall be closed and thereafter there shall be no further
registration of transfers of Shares on the books of the Company or the
Surviving Corporation. If, after the Effective Time, Certificates are
presented to the Surviving Corporation for any reason, they shall be
canceled and exchanged for cash in accordance with the procedures set forth
in this Article V.

(d) Termination of Payment Fund. Any portion of the Payment
---------------------------
Fund that has not been claimed by the former shareholders of the Company
during the six-month period commencing on the date of the Effective Time
shall be delivered to the Surviving Corporation at the end of such period.
Any former shareholder of the Company who has not complied with this
Article V during such period shall thereafter look only to the Surviving
Corporation for delivery of the aggregate Merger Price payable thereto and
then only as a general creditor of the Surviving Corporation.

(e) No Liability. (i) Notwithstanding any other provision of
------------
this Agreement, none of Parent, the Surviving

- 6 -

<PAGE>

Corporation, the Purchaser or the Paying Agent shall be liable to any
person for any amount properly delivered to a public official upon his
request pursuant to applicable abandoned property, escheat or similar laws.

(ii) In the event any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person
claiming such Certificate to be lost, stolen or destroyed and the posting
by such person of a bond in such amount as the Surviving Corporation may
direct as indemnity against any claim that may be made against it or the
Paying Agent with respect to such Certificate, the Paying Agent will
deliver in exchange for such lost, stolen or destroyed Certificate the
aggregate Merger Price payable with respect thereto.

ARTICLE VI

Representations and Warranties

6.1. Representations and Warranties of the Company. Except as
---------------------------------------------
specifically set forth (by reference to the paragraph of this Section 6.1
to which it relates) in the disclosure letter delivered prior to the
execution hereof to Parent by the Company (the "Company Disclosure
Letter"), the Company hereby represents and warrants to Parent and the
Purchaser as follows:

(a) Corporate Organization and Qualification. The Company and
----------------------------------------
each of its subsidiaries is a corporation duly organized, validly existing
and in good standing under the laws of its respective jurisdiction of
incorporation and is qualified or licensed as a foreign corporation in each
jurisdiction where the properties owned, leased or operated, or the
business conducted, by it require such qualification or license, except for
such failure to so qualify or be licensed, which, when taken together with
all other such failures, has not had and is not reasonably likely to have a
material adverse effect on the Company. As used in this Agreement, the
term "material adverse effect on the Company" means a material adverse
effect on or change in, directly or indirectly, (i) the financial
condition, properties, business or results of operations of the Company and
its subsidiaries taken as a whole, except to the extent such effects or
changes merely reflect trends generally affecting the industry in which the
Company operates, or (ii) the ability of the Company to perform its
obligations hereunder or to consummate the transactions contemplated
hereby; provided, however, that no material adverse effect on the Company
shall be deemed to have occurred solely as a result of (x) any change in
the consolidated net income of the Company and its subsidiaries, as
calculated for purposes of the Company Reports (as defined in Section
6.1(e)), for any period beginning on or after January 1, 1995 when compared
to the consolidated net income of the Company and its subsidiaries for the
corresponding period during calendar year 1994; (y) any change in the
consolidated total revenues of the

- 7 -

<PAGE>

Company and its subsidiaries, as calculated for purposes of the Company
Reports, for any period beginning on or after January 1, 1995 so that such
consolidated total revenues equals more than 90% of the consolidated total
revenues of the Company and its subsidiaries for the corresponding period
during calendar year 1994; or (z) any change in the consolidated gross
profit of the Company and its subsidiaries, as calculated for purposes of
the Company Reports, for any period beginning on or after January 1, 1995
so that such consolidated gross profit equals more than 80% of the
consolidated gross profit of the Company and its subsidiaries for the
corresponding period during calendar year 1994. Any reference in this
Agreement to the knowledge of the Company or any subsidiary of the Company
shall refer to the knowledge of each of the officers and directors of the
Company whose names and titles are set forth in the Company Disclosure
Letter. The Company Disclosure Letter contains a complete and accurate
list of the jurisdictions in which the Company is qualified or licensed to
do business as a foreign corporation, and a complete and accurate list of
each of the direct and indirect subsidiaries of the Company, including the
jurisdiction of incorporation and equity capitalization of each such
subsidiary and the jurisdictions where each such subsidiary is qualified or
licensed to do business as a foreign corporation. Neither the Company nor
any subsidiary of the Company owns any equity interest in any person not a
subsidiary of the Company. The Company and each of its subsidiaries have
the requisite corporate power and authority to carry on their respective
businesses as they are now being conducted. The Company has made available
to Parent complete and correct copies of the Company's Restated Articles
and its By-laws and the comparable governing documents of each of its
subsidiaries, each as amended to date. The Company's Restated Articles and
such By-laws and comparable governing documents are in full force and
effect.

(b) Authorized Capital. The authorized capital stock of the
------------------
Company consists of 10,000,000 Shares, of which 2,696,426 Shares were
outstanding on April 1, 1995, and 5,000,000 shares of preferred stock, par
value $1.00 per share ("Preferred Shares"), of which no shares were
outstanding on such date. Since such date, no additional shares of capital
stock of the Company have been issued except for Shares which have been
issued pursuant to the exercise of outstanding options under the Company
Stock Plans (as defined below). All of the outstanding Shares have been
duly authorized and are validly issued, fully paid and nonassessable. The
Company has no Shares or Preferred Shares reserved for issuance, except
that, as of the date of this Agreement, 450,000 Shares were reserved for
issuance under the Company's 1984 Stock Option and Stock Appreciation
Rights Plan or 1994 Stock Option and Stock Appreciation Rights Plan (the
"Company Stock Plans"). As of April 1, 1995, options to purchase an
aggregate of 162,950 Shares granted under the Company Stock Plans were
outstanding, as set forth for each option (by grantee, the number of Shares
subject thereto and the exercise price therefor) in the Company Disclosure
Letter. The Company has no outstanding bonds,

- 8 -

<PAGE>

debentures, notes or other obligations the holders of which have the right
to vote (or are convertible or exchangeable into securities having the
right to vote) with the shareholders of the Company on any matter ("Voting
Debt"). Each of the outstanding shares of capital stock of each of the
Company's subsidiaries has been duly authorized and is validly issued,
fully paid and nonassessable and owned, either directly or indirectly, by
the Company free and clear of all liens, pledges, security interests,
claims or other encumbrances. Except as set forth above, there are no
shares of capital stock of the Company authorized, issued or outstanding
and no preemptive rights nor any outstanding subscriptions, options,
warrants, rights, convertible or exchangeable securities or other
agreements or commitments of the Company or any of its subsidiaries of any
character relating to issued or unissued capital stock or other securities
of the Company or any of its subsidiaries. Except for the Shareholder
Agreement, there are no existing restrictions on transfer, voting trusts or
shareholder agreements known to the Company relating to any outstanding
shares of capital stock of the Company or any of its subsidiaries. After
the Effective Time, the Surviving Corporation will have no obligation to
issue, transfer or sell any Shares or shares of capital stock of the
Surviving Corporation pursuant to any Benefit Plan (as defined in Section
7.1(e)). There are no outstanding contractual obligations of the Company
or any of its subsidiaries to repurchase, redeem or otherwise acquire any
shares of capital stock of the Company or any of its subsidiaries. All
transactions in securities of the Company effected by the Company have been
effected in compliance with all applicable laws and regulations and after
disclosure to the other parties to such transactions of all material facts
regarding the Company.

(c) Corporate Authority. The Board of Directors of the Company
-------------------
has approved this Agreement and the transactions contemplated hereby and by
the Shareholder Agreement. Subject, if necessary, only to approval and
adoption of this Agreement and the Merger by the holders of at least a
majority of the Shares outstanding on the record date for the Special
Meeting (as defined in Section 7.3), the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby and
by the Shareholder Agreement have been duly and validly authorized by all
necessary corporate action on the part of the Company. The Board of
Directors of the Company has directed that this Agreement and the Merger be
submitted to the shareholders of the Company for approval and adoption, if
necessary, in accordance with the BCA, the Company's Restated Articles and
the By-laws of the Company. The Company has the requisite corporate power
and authority to enter into this Agreement and, subject, if necessary, to
approval and adoption of this Agreement and the Merger by the Company's
shareholders in accordance with the BCA, to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered
by the Company and, subject, if necessary, to approval and adoption of this
Agreement and the Merger by the Company's

- 9 -

<PAGE>

shareholders (and assuming the due and valid authorization, execution and
delivery hereof by the other parties hereto), is a valid and binding
obligation of the Company, enforceable against it in accordance with its
terms, except that (i) the enforceability hereof may be subject to
applicable bankruptcy, insolvency or other similar laws, now or hereafter
in effect, affecting creditors' rights generally, and (ii) the availability
of the remedy of specific performance or injunctive or other forms of
equitable relief may be subject to equitable defenses and would be subject
to the discretion of the court before which any proceeding therefor may be
brought.

(d) Governmental Filings; No Violations. (i) Other than the
------------------------------------
filing provided for in Section 2.3 and filings required under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), and the Exchange Act, no notices, reports or other filings are
required to be made by the Company with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained
by the Company from, any governmental or regulatory authority, agency,
court, commission or other similar entity, domestic or foreign
("Governmental Entity"), in connection with the execution and delivery of
this Agreement by it and the consummation by it of the transactions
contemplated hereby.

(ii) The execution and delivery of this Agreement by the Company
do not, and the consummation by it of the transactions contemplated hereby
will not, constitute or result in (A) a breach or violation of the
Company's Restated Articles or its By-laws or the comparable governing
instruments of any of its subsidiaries, (B) a breach or violation of, a
default (or an event which with notice or lapse of time or both would
become a default) under, the triggering of any material payment or other
material obligation pursuant to or a right to terminate, amend, cancel or
accelerate vesting under, any of its existing Benefit Plans or any grant or
award made under any such Benefit Plan or any Employment Agreement (as
defined in Section 6.1(A)), (C) a breach or violation of, a default (or an
event which with notice or lapse of time or both would become a default)
under, the triggering of any material payment or other material obligation
pursuant to or a right to terminate, amend, cancel or accelerate under, or
the creation of a lien, pledge, security interest or other encumbrance on
assets (with or without the giving of notice or the lapse of time) pursuant
to, any provision of any material agreement, lease, contract, note,
mortgage, indenture, arrangement or other obligation ("Company Agreements")
of the Company or any of its subsidiaries or any law, statute, rule,
ordinance or regulation or judgment, decree, order, award, injunction or
governmental or non-governmental permit or license to which the Company or
any of its subsidiaries is subject or by which the Company or any of its
subsidiaries or any of their property is bound or affected or (D) any
change in the rights or obligations of any party under any of the Company
Agreements, except, in the case of clause (C) or (D) above, for such

- 10 -

<PAGE>

breaches, violations, defaults, payments, obligations, terminations,
amendments, cancellations, accelerations, encumbrances or changes that,
individually or in the aggregate, have not had and are not reasonably
likely to have a material adverse effect on the Company.

(e) Reports; Financial Statements. The Company has filed with
-----------------------------
the Commission and delivered to Parent each Current Report on Form 8-K,
Quarterly Report on Form 10-Q, Annual Report on Form 10-K, proxy statement,
information statement, registration statement and other form, report,
schedule, statement or document required to be filed by it under the
federal securities laws and prepared by or for it since December 31, 1991,
each in the form (including exhibits thereto and any amendments thereof)
filed with the Commission (collectively, the "Company Reports"). As of
their respective dates, the Company Reports, including, without limitation,
any financial statements or schedules included therein, (a) did not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading and (b) complied in all material respects with the applicable
requirements of the Exchange Act and the Securities Act of 1933, as
amended, as the case may be, and the applicable rules and regulations of
the Commission thereunder. None of the Company's subsidiaries is required
to file any forms, reports or other documents with the Commission pursuant
to Section 12 or 15 of the Exchange Act. Each of the consolidated balance
sheets included in the Company Reports (including the related notes and
schedules) fairly presents the consolidated financial position of the
Company and its subsidiaries as of its date, and each of the consolidated
statements of operations, shareholders' equity and cash flows included in
the Company Reports (including any related notes and schedules) fairly
presents the results of operations, changes in shareholders' equity and
cash flows of the Company and its subsidiaries for the periods set forth
therein (subject, in the case of unaudited statements, to normal year-end
audit adjustments which would not be material in amount or effect), in each
case in accordance with applicable accounting requirements and the
published rules and regulations of the Commission with respect thereto, and
have been prepared in accordance with generally accepted accounting
principles consistently applied during the periods involved, except as may
be noted therein. The foregoing financial statements (including any
related notes and schedules) have been prepared from and are in accordance
with the books and records of the Company and its subsidiaries.

(f) Indebtedness; Absence of Undisclosed Liabilities. The
------------------------------------------------
Company has made available to Parent a correct and complete copy of each
instrument which evidences or sets forth the terms of indebtedness of the
Company or any of its subsidiaries (including any "off-balance" sheet
obligations such as leases, and any indebtedness of any other person or
entity that is

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<PAGE>

guaranteed, directly or indirectly, by the Company or any of its
subsidiaries) and all constituent documents related to such indebtedness.
Each such instrument or document is in full force and effect and neither
the Company nor any of its subsidiaries (as the case may be) is in default
thereunder, nor, to the knowledge of the Company, is any other party to any
such instrument or document in default thereunder, nor, to the knowledge of
the Company, does any condition exist that, with the giving of notice or
lapse of time or both, would constitute a default thereunder, which default
could reasonably be expected to give rise to a right on the part of a party
thereto to terminate such instrument or document, accelerate the
obligations thereunder or claim damages in a material amount thereunder,
except any such default (i) as to which requisite waivers or consents have
been obtained or (ii) which is curable and has been cured within any
applicable period for cure permitted under such instrument or document.
Except as and to the extent set forth in the Company's Annual Report on
Form 10-K for the period ended December 31, 1994, as of December 31, 1994,
neither the Company nor any of its subsidiaries had any liabilities or
obligations of any nature, whether accrued, contingent or otherwise, that
would be required by generally accepted accounting principles to be
reflected on a consolidated balance sheet of the Company and its
subsidiaries (including the notes thereto) as of such date. Since December
31, 1994, neither the Company nor any of its subsidiaries has incurred any
liabilities or obligations of any nature, whether accrued, contingent or
otherwise, that are reasonably likely to have, individually or in the
aggregate, a material adverse effect on the Company.

(g) Absence of Certain Changes. Except as disclosed prior to
--------------------------
the date hereof in the Company Reports, since December 31, 1994, the
Company and its subsidiaries have conducted their respective businesses
only in, and have not engaged in any material transaction or series of
transactions other than according to, the ordinary and usual course of
business and there has not been (i) any change or event, or any development
or combination of developments of which the Company has knowledge, which,
individually or in the aggregate, has resulted or is reasonably likely to
result in a material adverse effect on the Company; (ii) any declaration,
setting aside or payment of any dividend or other distribution with respect
to capital stock, or (iii) any change by the Company in accounting
principles, practices or methods.

(h) Litigation. There are no civil, criminal or administrative
----------
actions, suits, claims, hearings, investigations or proceedings pending or,
to the knowledge of the Company, threatened against the Company or any of
its subsidiaries or facts or circumstances of which the Company has
knowledge that have resulted or are reasonably likely to result in any
claims against, or obligations or liabilities of, the Company or any of its
subsidiaries, that, individually or in the aggregate, have had or are
reasonably likely to have a material adverse effect on

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<PAGE>

the Company. The Company Disclosure Letter contains a list of each civil,
criminal or administrative action, suit, claim, hearing, investigation or
proceeding pending or, to the knowledge of the Company, threatened to which
the Company or any of its subsidiaries is or could be a party or subject.

(i) Taxes. All federal, state, local and foreign tax returns
-----
required to be filed by or on behalf of the Company or any of its
subsidiaries have been timely filed or requests for extensions have been
timely filed and any such extension has been granted and has not expired,
and all such filed returns are complete and accurate in all material
respects. All taxes required to be shown on all such returns or to be paid
with respect to returns for which extensions have been filed have been paid
in full or adequate provision has been made for any such taxes on the
Company's consolidated balance sheet as of December 31, 1994 (in accordance
with generally accepted accounting principles). As of the date of this
Agreement, there is no outstanding audit examination, deficiency or refund
litigation with respect to any taxes of the Company or any of its
subsidiaries that might reasonably be expected to result in a determination
that the Company or any of its subsidiaries owes $25,000 or more in
additional taxes, interest or penalties. The consolidated federal income
tax returns of the Company either have been examined by the Internal
Revenue Service for the period during which any assessments may be made by
the Internal Revenue Service or such periods have expired without waiver or
extension for all taxable years up to and including the year ended
December 31, 1990. All taxes, interest, additions and penalties due with
respect to completed and settled examinations or concluded litigation
relating to the Company or any of its subsidiaries have been paid in full
or adequate provision has been made for any such taxes on the Company's
consolidated balance sheet as of December 31, 1994. Neither the Company
nor any of its subsidiaries has executed an extension or waiver of any
statute of limitations for the assessment or collection of any tax due that
is currently in effect.

(j) Contracts; Franchises. The Company Disclosure Letter
---------------------
contains an accurate and complete list of (i) every contract, agreement,
commitment, undertaking or obligation to which the Company or any of its
subsidiaries is a party or by which any of them or their assets or
properties are bound or subject (other than instruments referred to in
Section 6.1(f) or 6.1(k), labor agreements, Employment Agreements and
Benefit Plans) (A) which requires the payment by or to the Company or any
subsidiary of the Company of more than $100,000 in any one year, (B) which
requires the payment by or to the Company or any subsidiary of the Company
of more than $50,000 and has a remaining term of more than 120 days and is
not cancelable without penalties payable by the Company or any of its
subsidiaries, as the case may be, on 30 days' or less notice, or (C) which
if terminated or lost is reasonably likely to have a material adverse
effect on the Company and (ii) all agreements

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<PAGE>

pursuant to which the Company is a franchisor (collectively, the
"Contracts"). There have been made available to Parent correct and
complete copies of all such Contracts that are in writing (including all
amendments thereto, if any). All of the Contracts are in full force and
effect and neither the Company nor any subsidiary of the Company (as the
case may be) is in default thereunder, nor, to the knowledge of the
Company, is any other party to any Contract in default thereunder, nor, to
the knowledge of the Company, does any condition exist that, with the
giving of notice or lapse of time or both, would constitute a default
thereunder, which default could reasonably be expected to give rise to a
right on the part of a party thereto to terminate such Contract, accelerate
the obligations thereunder or claim damages in a material amount
thereunder, except such default (i) as to which requisite waivers or
consents have been obtained or (ii) which has been cured within any
applicable period for cure permitted under such Contract. The Company has
complied with all material applicable statutes, laws, ordinances, rules and
regulations in connection with its offer and sale of franchises, has
registered all offering circulars where required thereto, has satisfied any
applicable waiting period before signing any franchise-related agreement or
accepting any sum from a potential franchisee, has not made any material
misrepresentations nor omitted any material information in connection with
the offer and sale of a franchise, and has made no representation to any
franchisee with regard to potential or expected profits, losses and/or
sales. All material arrangements, agreements, commitments or undertakings
between the Company and any of its franchisees are embodied in writing in
the parties' franchise agreements. There are no material oral
arrangements, agreements, contracts, commitments, undertakings or
obligations between the Company and any of its franchisees. The Company is
in material compliance with all its material obligations under its
franchise agreements (and related agreements). To the knowledge of the
Company, all franchisees of the Company have had throughout the terms of
their franchises, and presently have, insurance coverage as required by
their franchise agreements. Set forth in the Company Disclosure Letter is
a list of the name of each franchisee of the Company, the names of any
guarantors of such franchisee's obligations to the Company, the expiration
date of the related franchise and the location of the applicable store.

(k) Real Property. The Company Disclosure Letter contains an
-------------
accurate and complete list of the location of each item of real property
("Real Property") owned or leased by the Company or any of its
subsidiaries. The Company or a subsidiary of the Company (as the case may
be) has good and marketable fee title to each item of Real Property owned
by it as of the date of this Agreement, in each case free and clear of all
mortgages, deeds of trust, security interests, conditional sale agreements,
easements, restrictions, encroachments and other charges or encumbrances
("Liens") except for those Liens (i) described in the Company Disclosure
Letter, (ii) that are reflected in the Company Reports, or (iii) that do
not materially affect the value

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<PAGE>

of such Real Property or limit the ability of the Company or such
subsidiary of the Company to use such Real Property substantially as it is
currently being used and which are not otherwise material, in the
aggregate, to the Company and its subsidiaries taken as a whole. The
Company has made available to Parent a correct and complete copy of each
deed and title report, if any, representing or relating to the Real
Property owned in fee by the Company or any of its subsidiaries. The
Company Disclosure Letter contains an accurate and complete list (by
lessee) and summary description of all leases of Real Property to which the
Company or any of its subsidiaries is a party as lessor or lessee ("Real
Property Leases"), which summary includes the commencement date,
termination date and renewal options. The Company and each subsidiary of
the Company (as the case may be) has a valid leasehold interest in each
Real Property Lease held by it as lessee or sublessee as of the date of
this Agreement, in each case free and clear of all Liens, except for those
Liens (i) described in the Company Disclosure Letter, (ii) that are
reflected in the Company Reports, or (iii) that do not materially affect
the value of such leasehold interest or limit the ability of the Company or
such subsidiary of the Company to use such leasehold interest substantially
as it is currently being used and which are not otherwise material, in the
aggregate, to the Company and its subsidiaries taken as a whole. The
Company has made available to Parent a correct and complete copy of each
such Real Property Lease and a list of the current rent and the amount of
any percentage rent paid in 1994 for each such Real Property Lease. The
Real Property Leases are in full force and effect and neither the Company
nor any subsidiary of the Company (as the case may be) is, to the knowledge
of the Company, in default thereunder in any respect or has received any
notice of default thereunder which has not been remedied or waived or is
aware of any default thereunder by any other party thereto or any event or
circumstance which with the giving of notice or lapse of time or both would
constitute a default thereunder. Neither the Company nor any subsidiary of
the Company has received any notice or has any knowledge of any pending,
threatened or contemplated condemnation proceeding affecting any Real
Property leased by it or any part thereof or of any sale or other
disposition thereof in lieu of condemnation.

(l) Personal Property. The Company and each subsidiary of the
-----------------
Company (as the case may be) owns all personal property (including property
that may be deemed to be a mix of personal property and Real Property,
"Personal Property") purported to be owned by it as of the date of this
Agreement. Substantially all of the Personal Property owned or leased by,
and currently used or necessary for or in the operations of, the Company or
any subsidiary of the Company (i) is in such operating condition and repair
as may be necessary to carry on the business of the Company or any
subsidiary of the Company (as the case may be) as it is now conducted,
subject only to ordinary wear and tear, and (ii) is sufficient for all
purposes of the business of the Company and its subsidiaries.

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<PAGE>

(m) Insurance. The Company and each subsidiary of the Company
---------
has in effect valid and effective policies of insurance, issued by
companies believed by the Company to be sound and reputable, insuring the
Company or such subsidiary (as the case may be) for losses arising from or
out of (i) damage to its properties, and (ii) claims for personal injury or
property damage caused by the use, manufacture or sale of any products
currently or previously manufactured or sold by the Company or such
subsidiary or any of its predecessors or caused by any services performed
by or on behalf of the Company or any of its directors, officers,
employees, agents, representatives, independent contractors or subsidiaries
or by any action at any of the Company's stores that would constitute
malpractice under applicable professional standards, subject to the
limitations set forth in such policies. The Company Disclosure Letter
contains an accurate and complete list of all insurance policies held by
the Company or any of its subsidiaries, indicating the type of coverage,
the amount of coverage and the insuring entity with respect to each such
policy. Neither the Company nor any of its subsidiaries is insured under
any policy which provides that the premiums payable are determined from the
amount of actual claims paid by the insurer during the policy year.

(n) Employment Agreements. The Company Disclosure Letter
---------------------
contains an accurate and complete list of all written contracts,
agreements, commitments, understandings and obligations (except collective
bargaining agreements and Benefit Plans) with any director, officer,
executive employee or agent of or independent contractor (who or which is
an affiliate of such a director, officer or executive employee) for the
Company or any subsidiary of the Company to which the Company or any of its
subsidiaries is a party and which is in effect as of the date hereof,
providing for the terms of his or her employment, agency or contracting
relationship with the Company or any of its subsidiaries or the terms of
his or her severance or other payments upon termination of or change in
such employment, agency or contracting relationship ("Employment
Agreements"). The Company has previously furnished to Parent correct and
complete copies of all Employment Agreements that are in writing, together
with all amendments thereto (if any). Since December 31, 1994, neither the
Company nor any of its subsidiaries has (i) effected any increase in
salary, wages or other compensation of any kind, whether current or
deferred, for any director, officer, employee, agent, broker or consultant
thereof, other than routine increases in the ordinary and usual course of
business, (ii) made any contribution to any trust or plan for the benefit
of employees except as required by the terms thereof as now in effect, or
(iii) amended any Benefit Plan.

(o) Employee Benefits. (i) The Company Disclosure Letter
-----------------
contains an accurate and complete list of all employee benefit plans,
programs, policies, agreements, commitments and arrangements, all deferred
compensation plans, programs or arrangements, all stock option, restricted
stock or other

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<PAGE>

compensation plans, and all payroll practices, employment policies or other
arrangements which require or may require the payment of compensation by
the Company (including, without limitation, employee benefit plans as
defined in Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and multi-employer plans as defined in Sections
3(37)A and 4001(a)(3) of ERISA and any labor agreements relating to any of
the foregoing) maintained, sponsored, contributed to or required to be
contributed to during the five-year period ending on the date of this
Agreement by the Company or any of its subsidiaries on behalf of any
current or former employee or director of the Company or any of its
subsidiaries or any former subsidiary of or other person formerly
controlled by the Company (the "Plans"). Neither the Company nor any of
its subsidiaries has any liability or obligation with respect to any
employee benefit plan, program, policy, agreement, commitment or
arrangement, deferred compensation plan, program or arrangement,
compensation plan or payroll arrangement which is not a Plan.

(ii) With respect to each Plan, the Company has delivered to
Parent prior to the date of this Agreement, accurate and complete copies of
each of the following, to the extent applicable: (A) all current plan
texts and agreements (and all amendments, supplements and modifications
thereto), including all trust agreements and other agreements related to
custody or investment of Plan assets, (B) the most recent summary plan
description, summary annual report and summary of material modifications
delivered to employees, (C) the most recent annual report (IRS Form 5500
series), including all schedules and attachments thereto, (D) the most
recent annual and periodic accounting of plan assets, and (E) the most
recent determination letter received from the Internal Revenue Service.

(iii) With respect to each Plan: (A) it is legally valid and
binding, benefits under it are as set forth in the documents provided
pursuant to paragraph (ii) above, the Company has no announced plan or
legally binding commitment to modify or amend it, except for required
amendments described in clause (B) below, or to increase benefits payable
thereunder and, except for Plans listed in the Company Disclosure Letter as
having been terminated, it shall be maintained in full force and effect
through the Effective Time; (B) if intended to qualify under Section 401(a)
or 403(a) of the Internal Revenue Code of 1986, as amended (the "Code"), to
the knowledge of the Company, such Plan so qualifies and its trust is
exempt from taxation under Section 501(a) of the Code (except insofar as
such qualification or exemption is dependent upon the adoption of
amendments required as a result of recent legislation, the remedial
amendment period for which has not yet expired); (C) to the knowledge of
the Company, it has been administered and enforced in material conformity
with the applicable provisions of the Code and ERISA and the terms of such
Plan, except to the extent the terms of such Plan are inconsistent with the
provisions of the Code referred to in clause (B) above, in which case such
Plan has been

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<PAGE>

administered and enforced in material compliance with such provisions; (D)
there are no actions, suits or claims pending against such Plan, other than
claims for benefits made in the ordinary course; (E) to the knowledge of
the Company, no reportable event (within the meaning of Section 4043(b) of
ERISA and the regulations thereunder) has occurred during the five-year
period ending on the date of this Agreement which could reasonably be
expected to result in any material liability to the Company or any of its
subsidiaries; (F) all required contributions have been made on a timely
basis; and (G) all contributions made or required to be made under such
Plan meet the requirements for deductibility under the Code. To the
knowledge of the Company, no event has occurred in connection with which
the Company or any of its subsidiaries could be subject to any liability
under Section 406, 409, 502(i) or 502(l) of ERISA, or Section 4975 of the
Code, or under any agreement or other instrument pursuant to which the
Company or any of its subsidiaries has agreed or is required to indemnify
any person against any such liability, which has had or is reasonably
likely to have a material adverse effect on the Company. There are no
Plans subject to either Section 412 of the Code or Section 302 of ERISA or
Title IV of ERISA.

(iv) Neither the Company nor any of its subsidiaries has ever
contributed to or had any obligation to contribute to or had any obligation
to contribute to a Plan which is a multi-employer plan (within the meaning
of Section 4001(a)(3) of ERISA). Neither the Company nor any of its
subsidiaries has ever sponsored, maintained, contributed to, or had any
obligation to contribute to, a single-employer plan which has two or more
contributing sponsors at least two of whom are not under common control.

(v) With respect to each Plan which is a "welfare plan" (as
defined in Section 3(l) of ERISA): (A) no such Plan provides medical or
death benefits with respect to current or former employees of the Company
or any of its subsidiaries or any former subsidiary of or other person
formerly controlled by the Company beyond their termination of employment
(other than coverage mandated by law), (B) there are no reserves, assets,
surplus or prepaid premiums under any such Plan reflected on the Company's
consolidated balance sheet as of December 31, 1994, except for accrued
vacation pay, and (C) to the knowledge of the Company, each such Plan has,
to the extent applicable, been administered in material compliance with
Sections 601-609 of ERISA and Section 4980B(f) of the Code.

(vi) The consummation of the transactions contemplated by this
Agreement will not (A) entitle any individual to any compensation or
payment, (B) increase the amount, or accelerate the time of payment or
vesting, of compensation due or of benefits payable under any Plan with
respect to any individual or (C) result in any liability of the Company or
any of its

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<PAGE>

subsidiaries under Title IV of ERISA or any multi-employer pension or
welfare benefit plan.

(p) Labor Matters. Neither the Company nor any of its
-------------
subsidiaries is a party to or bound by any labor or collective bargaining
agreement. The Company Disclosure Letter contains a list of all employees
of the Company and its subsidiaries, including their current annual salary
or corresponding payment measure. There are no strikes or other work
stoppages involving any employees of the Company or any of its subsidiaries
and there are no other material labor disputes by any labor organization in
progress or pending or, to the knowledge of the Company, threatened against
the Company or any of its subsidiaries. To the knowledge of the Company,
the Company and its subsidiaries are in compliance with all applicable
statutes, laws, ordinances, rules and regulations in respect of employment
and employment practices, terms and conditions of employment, wages and
hours, occupational safety, health or welfare conditions relating to
premises occupied, and civil rights, which non-compliance is reasonably
likely to have a material adverse effect on the Company. There are no
charges of unfair labor practices pending before any Governmental Entity
involving or affecting the Company or any of its subsidiaries.

(q) Compliance with Laws and Regulations. (i) Except as
------------------------------------
disclosed in the Company Reports, the businesses of the Company and its
subsidiaries are not being conducted in violation of any domestic or
foreign, federal, state or local statute, law, ordinance, rule, regulation,
order, judgment, decree or other requirement of any Governmental Entity
(collectively, "Laws"), except for possible violations of Laws which,
individually or in the aggregate, do not and are not reasonably likely to
have a material adverse effect on the Company. No investigation or review
by any Governmental Entity concerning any such possible violations by the
Company or any of its subsidiaries is, to the Company's knowledge, pending
or threatened, nor to the Company's knowledge has any Governmental Entity
indicated an intention to conduct the same, in each case other than those
the outcome of which are not reasonably likely to have a material adverse
effect on the Company.

(ii) Each of the Company and its subsidiaries has all
permits, licenses, certificates of authority, orders and approvals of, and
has made all filings, applications and registrations with, Governmental
Entities that are required in order to permit it to carry on its business
as presently conducted, except for such permits, licenses, certificates,
orders, approvals, filings, applications and registrations, the absence of
which, individually or in the aggregate, have not had and are not
reasonably likely to have a material adverse effect on the Company. All
such permits, licenses, certificates of authority, orders and approvals are
in full force and effect, and, to the Company's knowledge, no suspension,
cancellation or modification of any of them is threatened.

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<PAGE>

(r) Environmental Matters. (i) The Company Entities, and, to
---------------------
the knowledge of the Company, all predecessors of any of the Company
Entities now hold and in the past have held all Environmental Permits. The
Company Disclosure Letter specifies (A) the nature of each Environmental
Permit now held, (B) the Governmental Entity which has jurisdiction with
respect to such Environmental Permit, (C) the Person who is required to
hold such Environmental Permit, (D) whether and by whom such Environmental
Permit is held, and (E) the duration of such Environmental Permit.

(ii) The Company Entities, and, to the knowledge of the
Company, all predecessors of any of the Company Entities now are and in the
past have been in compliance with all terms and conditions of all
Environmental Permits and all Environmental Laws as then applicable, except
to the extent that the failure to have done or to do so are not reasonably
likely to have, individually or in the aggregate, a material adverse effect
on the Company.

(iii) The consummation of the transactions contemplated
hereby will not (A) require the Company or the Surviving Corporation to
provide notice, obtain governmental approval or take any other actions in
order to enable the Surviving Corporation to continue to hold all
Environmental Permits and to remain in compliance with the terms and
conditions of all Environmental Permits and all Environmental Laws or (B)
require the Surviving Corporation to obtain any new Environmental Permit.

(iv) There is not pending against any of the Company
Entities, or, to the knowledge of the Company, any predecessor of any of
the Company Entities any civil, criminal or administrative action, suit,
summons, citation, complaint, claim, notice of violation, demand, judgment,
order, lien, proceeding or hearing or, to the knowledge of the Company,
study or investigation (collectively, "Environmental Actions"), based on or
related to an Environmental Permit or an Environmental Law or the presence,
manufacture, generation, processing, distribution, use, sale, treatment,
recycling, receipt, storage, disposal, transport, arranging for
transportation, treatment or disposal, or handling, or the emission,
discharge, release or threatened release into the environment, of any
Hazardous Substance, nor, to the knowledge of the Company, has any such
Environmental Action been threatened within the last ten years.

(v) No Company Entity and, to the knowledge of the Company,
no predecessor of any of the Company Entities has ever received from any
Governmental Entity or any other person or entity any notice of, or has any
knowledge of, any event, condition, circumstance, activity, practice,
incident, action, agreement or plan that could reasonably be expected to
prevent, interfere with or increase the costs of compliance with an
Environmental Permit or any renewal thereof or an Environmental

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Law, in each case as then applicable, or that could reasonably be expected
to give rise to any liability, loss or expense, or form the basis of any
civil, criminal or administrative action, suit, summons, citation,
complaint, claim, notice, demand, request, judgment, order, lien,
proceeding, hearing, study or investigation with respect to any of the
Company Entities or the Premises based on or related to an Environmental
Permit or an Environmental Law.

(vi) No Hazardous Substance is, or at any time has been,
present on, in, under or above the Premises or, to the knowledge of the
Company, the area surrounding the Premises, except to the extent that the
presence of such Hazardous Substance is not reasonably likely to have,
individually or in the aggregate, a material adverse effect on the Company.

(vii) No Company Entity, and, to the knowledge of the
Company, no predecessor of any of the Company Entities has at any time
manufactured, generated, processed, distributed, used, sold, treated,
recycled, received, stored, disposed of, transported, arranged for
transportation, treatment or disposal of, handled, or conducted any other
activity involving, any Hazardous Substance, except to the extent that such
activity is not reasonably likely to have, individually or in the
aggregate, a material adverse effect on the Company.

(viii) The Company has made available to Parent true,
accurate and complete material information in its possession or control
pertaining to all of the matters set forth in paragraphs (i) through (vii)
hereof, including all documents pertaining to all environmental audits or
assessments prepared by or for the Company, any subsidiary of the Company,
any other Company Entity, any Governmental Entity or any third party
(including any financial institution) and including all reports of
environmental audits or assessments.

(ix) As used in this Section 6.1(r), "Company Entities"
means, collectively, the Company, all of the subsidiaries of the Company
and any former subsidiary of or other person or entity formerly controlled
by the Company or any subsidiary of the Company, directly or indirectly;
"Environmental Laws" means any past or present federal, state, local or
foreign statutory or common law, and any regulation, code, plan, order,
decree, judgment, permit, grant, franchise, concession, restriction,
agreement, requirement or injunction issued, entered, promulgated or
approved thereunder, relating to the environment, human health or safety or
relating to occupational or environmental matters, including, without
limitation, any law relating to emissions, discharges, releases or
threatened releases of Hazardous Substances into the environment
(including, without limitation, air, surface water, groundwater and land),
or relating to the presence, manufacture, generation, processing,
distribution, use, sale, treatment, recycling, receipt, storage, disposal,
transport, arranging for transportation, treatment or

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disposal, or handling of Hazardous Substances; "Environmental Permits"
means, collectively, permits, consents, licenses, approvals, registrations,
certifications and authorizations required under Environmental Laws;
"Hazardous Substances" means, collectively, contaminants, pollutants, toxic
or hazardous chemicals, substances, materials, wastes and constituents,
petroleum products, polychlorinated biphenyls, asbestos, ozone depleting
substances and urea formaldehyde; "Premises" means real property in which
any of the Company Entities at any time has or ever had any interest,
including, without limitation, ownership, lease, rental, mortgage or
security interest, or on which any of the Company Entities at any time has
or ever had conducted any operations.

(s) Certain Transactions. The Company Disclosure Letter
--------------------
contains a list of all transactions between any director, officer or
executive employee of the Company or of any of its subsidiaries or any
affiliate thereof (other than for services as an employee, officer or
director) and the Company or any of its subsidiaries, including, without
limitation, any contract, agreement or other arrangement (i) providing for
the furnishing of services to or by, (ii) providing for rental of real or
personal property to or from, or (iii) otherwise requiring payments to or
from, such director, officer, executive employee or affiliate, any member
of the family of any such director, officer or executive employee or any
corporation, partnership, trust or other entity in which any such director,
officer or executive employee has a substantial interest or which is an
affiliate of such director, officer or executive employee, other than
transactions involving the sale of goods or the provision of services to or
by the Company or any of its subsidiaries in the ordinary course of
business at prices or rates that are comparable to those charged by or to
the Company by unaffiliated third parties.

(t) Intellectual Property. The Company and its subsidiaries own
---------------------
or have valid, binding, enforceable and adequate rights to use all material
patents, trademarks, trade names, service marks, service names, copyrights,
other proprietary intellectual property rights, applications therefor and
licenses or other rights in respect thereof ("Intellectual Property") used
or held for use or necessary in connection with the business of it or its
subsidiaries, without any conflict with the rights of others, except for
such conflicts that have not had and are not reasonably likely to have a
material adverse effect on the Company. The Company Disclosure Letter
contains a list of all Intellectual Property owned by the Company or any of
its subsidiaries. Neither the Company nor any of its subsidiaries has
received any notice from any other person pertaining to or challenging the
right of the Company or any of its subsidiaries to use any Intellectual
Property or any trade secrets, proprietary information, inventions, know-
how, processes and procedures owned or used by or licensed to it or any of
its subsidiaries, except with respect to rights the loss of which,

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<PAGE>

individually or in the aggregate, have not had and are not reasonably
likely to have a material adverse effect on the Company. To the Company's
knowledge, none of its or its subsidiaries' key employees is in violation
of any term of any employment agreement, patent disclosure agreement or any
other contract or agreement relating to the relationship of any such
employee with it or its subsidiaries or any other party the result of which
has had or is reasonably likely to have a material adverse effect on the
Company.

(u) Disclosure Documents. None of the information supplied or
--------------------
to be supplied by the Company for inclusion or included in the Offer
Documents, the Schedule 14D-9 or the letter to shareholders, notice of
meeting, proxy statement and form of proxy to be distributed to
shareholders of the Company in connection with the Merger (collectively,
the "Proxy Statement"), if a Proxy Statement is required for consummation
of the Merger under applicable law, or any other documents (or in any
amendment of or supplement to any of the foregoing) required to be filed
with the Commission in connection with the Offer or the Merger, will, at
the respective times such documents or any amendments thereof or
supplements thereto are filed with the Commission or when mailed, or, in
the case of the Proxy Statement, on the date of the Special Meeting and the
date of any adjournment thereof, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Schedule
14D-9 and the Proxy Statement will comply as to form in all material
respects with the requirements of the Exchange Act and the rules and
regulations thereunder.

(v) Brokers and Finders. Neither the Company nor any of its
-------------------
officers, directors or employees has employed any broker or finder or
incurred any liability for any brokerage fees, commissions or finders' fees
in connection with the transactions contemplated hereby or by the
Shareholder Agreement other than Legg Mason Wood Walker, Inc. ("Legg
Mason"). Prior to the date hereof, the Company has furnished to Parent a
copy of the agreement between the Company and Legg Mason, as amended to
date.

(w) Opinion of Financial Advisor. The Company has received the
----------------------------
opinion of Legg Mason, dated the date hereof, to the effect that each of
the Offer Price and the Merger Price is fair to the Company's shareholders
from a financial point of view, a copy of which opinion has been delivered
to Parent.

(x) Disclosure. None of this Agreement, the Company Reports,
----------
the Company Disclosure Letter, any certificate delivered in accordance with
the terms hereof or any document or statement in writing which has been
supplied to Parent or its Representatives (as defined in Section 7.5(a)) by
or on behalf of the Company or any of its subsidiaries in connection with
the transactions contemplated by this Agreement, contains any untrue

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<PAGE>

statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein and/or therein, in light of
the circumstances under which they were made, not misleading.

6.2. Representations and Warranties of Parent and the Purchaser.
----------------------------------------------------------
Except as specifically set forth (by reference to the paragraph of this
Section 6.2 to which it relates) in the disclosure letter delivered prior
to the execution hereof to the Company by Parent (the "Parent Disclosure
Letter"), Parent, on behalf of itself and the Purchaser, hereby represents
and warrants to the Company as follows:

(a) Corporate Organization and Qualification. Parent and each
----------------------------------------
of its subsidiaries is a corporation duly organized, validly existing and
in good standing under the laws of its respective jurisdiction of
incorporation and is qualified or licensed as a foreign corporation in each
jurisdiction where the properties owned, leased or operated, or the
business conducted, by it require such qualification or license, except for
such failure to so qualify or be licensed, which, when taken together with
all other such failures, has not had and is not reasonably likely to have a
material adverse effect on Parent. As used in this Agreement, the term
"material adverse effect" means, with respect to Parent or the Purchaser, a
material adverse effect on or change in, directly or indirectly, the
ability of Parent and the Purchaser to perform their respective obligations
hereunder or to consummate the transactions contemplated hereby. Parent
and each of its subsidiaries have the requisite corporate power and
authority to carry on their respective businesses as they are now being
conducted. Parent has made available to the Company a complete and correct
copy of its Articles of Incorporation and By-laws, each as amended to date.
Such Articles of Incorporation and By-laws are in full force and effect.

(b) Corporate Authority. Subject in the case of the Purchaser
-------------------
only to approval and adoption of this Agreement and the Merger by Parent as
the holder of the outstanding shares of Purchaser Common Stock, Parent and
the Purchaser each has the requisite corporate power and authority and has
taken all corporate action necessary in order to execute and deliver this
Agreement and to consummate the transactions contemplated hereby, other
than any amendment of the Articles of Incorporation of Parent to provide a
capital structure for Parent (the "Recapitalization") that is appropriate
in connection with the debt and equity financing required for the
transactions contemplated by this Agreement (the "Financing") and the
authorization of the execution, delivery and performance of the definitive
agreements providing the Financing, including, without limitation, the
credit agreement and related agreements to be entered into with Greyrock
Capital Group Inc. in connection with the Offer and the Merger and the
purchase agreement to be entered into by Parent and Heller Equity Capital
Corporation pursuant to which such corporation would agree, subject to the
satisfaction

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<PAGE>

of certain conditions, to provide some of the equity portion of the
Financing, which agreements will have the terms and conditions set forth in
the Commitment Letter and the Letter of Interest (as defined in Section
6.2(e)) (collectively, the "Definitive Financing Agreements"). This
Agreement has been duly executed and delivered by Parent and the Purchaser
and (assuming the due and valid authorization, execution and delivery
hereof by the Company) is a valid and binding obligation of Parent and the
Purchaser, enforceable against each of them in accordance with its terms,
except that (i) the enforceability hereof may be subject to applicable
bankruptcy, insolvency or other similar laws, now or hereafter in effect,
affecting creditors' rights generally, and (ii) the availability of the
remedy of specific performance or injunctive or other forms of equitable
relief may be subject to equitable defenses and would be subject to the
discretion of the court before which any proceeding therefor may be
brought.

(c) Governmental Filings; No Violations. (i) Other than the
------------------------------------
filing provided for in Section 2.3, filings required under the HSR Act and
the Exchange Act and filings required to effect the Recapitalization, no
notices, reports or other filings are required to be made by Parent and the
Purchaser with, nor are any consents, registrations, approvals, permits or
authorizations required to be obtained by them from, any Governmental
Entity in connection with the execution and delivery of this Agreement by
them and the consummation by them of the transactions contemplated hereby,
the failure to make or obtain any or all of which has had or is reasonably
likely to have a material adverse effect on Parent and the Purchaser.

(ii) The execution and delivery of this Agreement by Parent and
the Purchaser do not, and the consummation by them of the transactions
contemplated hereby will not, constitute or result in (A) a breach or
violation of the Articles of Incorporation or By-laws of either Parent or
the Purchaser or the comparable governing instruments of any of Parent's
other subsidiaries, (B) a breach or violation of, a default (or an event
which with notice or lapse of time or both would become a default) under,
the triggering of any material payment or other material obligation
pursuant to or a right to terminate, amend, cancel or accelerate vesting
under, any existing Benefit Plans of Parent or any grant or award made
under any such Benefit Plan, (C) a breach or violation of, a default (or an
event which with notice or lapse of time or both would become a default)
under, the triggering of any material payment or other material obligation
pursuant to or a right to terminate, amend, cancel or accelerate under, or
the creation of a lien, pledge, security interest or other encumbrance on
assets (with or without the giving of notice or the lapse of time) pursuant
to, any provision of any material agreement, lease, contract, note,
mortgage, indenture, arrangement or other obligation ("Parent Contracts")
of Parent or any of its subsidiaries or any law, statute, rule, ordinance
or regulation or judgment, decree, order, award,

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<PAGE>

injunction or governmental or non-governmental permit or license to which
Parent or any of its subsidiaries is subject or by which Parent or any of
its subsidiaries or any of their property is bound or affected, or (D) any
change in the rights or obligations of any party under any of the Parent
Contracts, except, in the case of clause (C) or (D) above, for such
breaches, violations, defaults, payments, obligations, terminations,
amendments, cancellations, accelerations, encumbrances or changes that,
individually or in the aggregate, have not had and are not reasonably
likely to have a material adverse effect on Parent.

(d) Brokers and Finders. Neither Parent nor any of its
-------------------
officers, directors or employees has employed any broker or finder or
incurred any liability for any brokerage fees, commissions or finders' fees
in connection with the transactions contemplated hereby or by the
Shareholder Agreement.

(e) Commitments for the Financing. Parent and the Purchaser
-----------------------------
have heretofore received a written commitment from Greyrock Capital Group
Inc. (the "Commitment Letter") and a letter of interest from Heller Equity
Capital Corporation (the "Letter of Interest"), copies of which have
previously been delivered to the Company, to provide the debt portion and
part of the equity portion of the Financing (which are subject to the
negotiation, preparation and execution of the Definitive Financing
Agreements, certain of which will require the participation of the Company,
and the fulfillment of various conditions precedent contained therein).

(f) Disclosure Documents. None of the information supplied or
--------------------
to be supplied by Parent or the Purchaser for inclusion or included in the
Offer Documents, the Schedule 14D-9, the Proxy Statement or any other
documents (or in any amendment of or supplement to any of the foregoing)
required to be filed with the Commission in connection with the Offer or
the Merger, will, at the respective times such documents or any amendments
thereof or supplements thereto are filed with the Commission or when
mailed, or, in the case of the Proxy Statement, on the date of the Special
Meeting and the date of any adjournment thereof, contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
Schedule 14D-1 will comply as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations thereunder.

(g) Financial Statements. Parent has previously delivered to
--------------------
the Company its consolidated financial statements for the year ended
December 31, 1993 (the "1993 Statements") and will deliver to the Company
its consolidated financial statements for the year ended December 31, 1994
(the "1994 Statements") as promptly as practicable after they become
available to Parent. The consolidated balance sheet included in the 1993
Statements

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<PAGE>

(including the related notes) do, and the consolidated balance sheet to be
included in the 1994 Statements (including the related notes) will, fairly
present the consolidated financial position of Parent and its subsidiaries
as of its date, and the consolidated statements of operations, cash flow
and stockholders' deficit included in the 1993 Statements (including the
related notes) do, and the consolidated statements of operations, cash flow
and stockholders' deficit to be included in the 1994 Statements (including
the related notes) will, fairly present the results of operation, cash flow
and changes in stockholders' deficit of Parent and its subsidiaries for the
periods set forth therein, and have been prepared or will be prepared in
accordance with generally accepted accounting principles consistently
applied during the period involved, except as may be noted therein, and
have been or will be prepared from and are or will be in accordance with
the books and records of Parent and its subsidiaries.

ARTICLE VII

Covenants

7.1. Interim Operations of the Company. From and after the date
---------------------------------
hereof until the Effective Time, except as and to the extent set forth in
the Company Disclosure Letter or as otherwise expressly required or
permitted by this Agreement, or except to the extent that the Chief
Executive Officer of Parent shall otherwise consent or approve in writing:

(a) The respective businesses of the Company and its
subsidiaries shall be conducted only in the ordinary and usual course of
business in substantially the same manner as heretofore conducted, and the
Company and its subsidiaries shall use their reasonable best efforts to
preserve their business organizations intact and to maintain their existing
relations with customers, lessors, suppliers, employees and others having
business dealings with them.

(b) The Company shall not (i) sell, pledge or otherwise dispose
of or agree to sell, pledge or otherwise dispose of any capital stock or
debt owned by it in any of its subsidiaries; (ii) amend the Company's
Restated Articles or its By-laws; (iii) split, combine or reclassify any
outstanding capital stock; (iv) declare, set aside or pay any dividend
payable in cash, stock or property with respect to any of its capital
stock; or (v) repurchase, redeem or otherwise acquire, or permit any
subsidiary to purchase or otherwise acquire, directly or indirectly, any
shares of its capital stock or any securities convertible or exchangeable
into or exercisable for any shares of its capital stock.

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<PAGE>

authorize or propose the issuance, sale, pledge, disposition or encumbrance
of, any shares of, or securities convertible or exchangeable into or
options, warrants, calls, commitments or rights of any kind to acquire any
shares of, its capital stock of any class or Voting Debt, other than Shares
issuable pursuant to options outstanding on the date hereof under the
Company Stock Plans; (ii) transfer, lease, license, sell, mortgage, pledge
or otherwise dispose of or encumber any property or assets or any interest
therein, except in the ordinary and usual course of business; (iii) incur
or modify any indebtedness or other liability, except in the ordinary and
usual course of business; (iv) transfer, sell, mortgage, pledge or dispose
of any substantial portion of the property or assets of any subsidiary,
except in the ordinary and usual course of business; (v) acquire by merging
or consolidating with, or by purchasing a substantial equity interest in or
a substantial portion of the assets of, or by any other manner, any
corporation, partnership or other business organization or division
thereof, or otherwise acquire any assets outside the ordinary and usual
course of business; or (vi) authorize or make capital expenditures or make
any acquisition of, or investment in, assets or stock of any other person
or entity.

(d) Neither the Company nor any of its subsidiaries shall grant
any severance or termination pay to, or enter into any employment or
severance agreement or arrangement with, any director, officer or employee
of the Company or any of its subsidiaries, except as may be required to
satisfy existing contractual obligations and written policies and practices
of the Company and its subsidiaries and the requirements of applicable law.

(e) Except as may be required to satisfy existing contractual
obligations and written policies and practices of the Company and its
subsidiaries and the requirements of applicable law, neither the Company
nor any of its subsidiaries shall establish, adopt, enter into, make,
amend, or accelerate the vesting of any grants, options, benefits or awards
under, any bonus, profit sharing, thrift, compensation, stock option,
restricted stock, pension, retirement, employee stock ownership, deferred
compensation, employment, termination, severance or other plan, agreement,
trust, fund, policy or arrangement for the benefit of any of their
directors, officers or employees ("Benefit Plans").

(f) Neither the Company nor any of its subsidiaries shall settle
or compromise any material claim or litigation or, except in the ordinary
and usual course of business, modify, amend or terminate any of its
material Contracts or waive, release or assign any material rights or
claims.

(g) Neither the Company nor any of its subsidiaries shall make
any tax election or permit any insurance policy naming it as a beneficiary
or a loss payable payee to be canceled or

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<PAGE>

terminated without notice to Parent, except in the ordinary and usual
course of business.

(h) Neither the Company nor any of its subsidiaries shall (i)
enter into any Real Property Lease not in effect as of the date hereof, or
(ii) amend, modify, extend the term of, waive any violation of or default
under, or otherwise change any Real Property Lease in effect as of the date
hereof.

(i) The Company shall not change its methods of accounting as in
effect at December 31, 1994, except as required by changes in generally
accepted accounting principles as concurred to in writing by the Company's
independent auditors and in any such case shall promptly provide notice of
any such change to Parent. The Company shall not change its fiscal year.

(j) Neither the Company nor any of its subsidiaries shall take
any action that is reasonably likely to cause any of the representations
and warranties of the Company set forth herein to be untrue as of any date
after the date hereof and prior to the Effective Time.

(k) Neither the Company nor any of its subsidiaries shall
authorize or enter into an agreement to do any of the actions referred to
in paragraphs (a) through (j) above or any similar actions.

7.2. Acquisition Proposals. Neither the Company nor any of its
---------------------
subsidiaries nor any of its officers or directors or the directors or
officers of its subsidiaries nor any of its other affiliates (as defined in
Rule 12b-2 under the Exchange Act) (each, an "Affiliate") shall, and the
Company shall cause its and its subsidiaries' employees, agents and
representatives (including, without limitation, any investment banking,
proxy solicitation, legal or accounting firm retained by the Company or any
of its subsidiaries and any individual member or employee of the foregoing)
(each, an "Agent") not to, directly or indirectly, (a) initiate, solicit
or encourage any inquiries or the making or implementation of any proposal
or offer (including, without limitation, any proposal or offer to its
shareholders or any of them or any public statement of an intention to
make, or the consideration of, such a proposal or offer) with respect to a
merger, acquisition, consolidation, recapitalization, liquidation,
dissolution or similar transaction involving, or any purchase of all or a
substantial portion of the assets or equity securities of, it or any of its
subsidiaries (any such proposal or offer being hereinafter referred to as
an "Acquisition Proposal"); (b) except to the extent necessary so that the
Company's Board of Directors can comply with its fiduciary duties under
applicable law as advised in writing by independent counsel, engage in any
discussions or negotiations with, or provide any confidential information
or data to, any person relating to an Acquisition Proposal; or
(c) otherwise cooperate in any effort or attempt to make, implement or
accept an

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<PAGE>

Acquisition Proposal. Nothing contained in this Section 7.2 shall prohibit
the Company or its Board of Directors from taking and disclosing to the
Company's shareholders a position with respect to a tender offer by any
person pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange
Act or from making such disclosure to the Company's shareholders which, in
the judgment of the Company's Board of Directors based on the written
advice of independent counsel, may be required under applicable law. Prior
to providing any confidential information or data to a person relating to
an Acquisition Proposal, the Company shall enter into a confidentiality
agreement with such person having substantially the same terms as the
confidentiality agreement between the Company and Parent dated March 11,
1993 (the "Confidentiality Agreement"). The Company shall immediately
cease and cause to be terminated any existing activities, including
discussions or negotiations, with any persons conducted heretofore with
respect to any of the foregoing, and shall take the necessary steps to
inform the individuals and entities referred to in the first sentence
hereof of the obligations undertaken in this Section 7.2. If the Company
or any of its Affiliates or Agents has provided any person (other than
Parent) with any confidential information or data relating to an
Acquisition Proposal, the Company shall request the immediate return
thereof. The Company shall notify Parent immediately if any inquiries,
proposals or offers related to an Acquisition Proposal are received by, any
confidential information or data is requested from, or any negotiations or
discussions related to an Acquisition Proposal are sought to be initiated
or continued with, it or any individual or entity referred to in the first
sentence of this Section 7.2, and of the terms and other details of any
such Acquisition Proposal or request and shall keep Parent fully apprised
of all developments with respect thereto.

7.3. Shareholders' Approval. (a) If necessary in order to
----------------------
consummate the Merger, the Company, acting through its Board of Directors,
shall, in accordance with applicable law: (i) duly call, give notice of,
convene and hold a special meeting of its shareholders (the "Special
Meeting") as soon as practicable following the expiration or termination of
the Offer without the purchase of any Shares thereunder for the purpose of
considering and taking action upon this Agreement and the Merger, (ii)
prepare and file with the Commission a preliminary form of the Proxy
Statement and use its reasonable best efforts (x) to obtain and furnish the
information required to be included by the Commission in the Proxy
Statement and, after consultation with Parent, to respond promptly to any
comments made by the Commission with respect to the preliminary form of the
Proxy Statement and to cause a definitive Proxy Statement to be mailed to
its shareholders and (y) to obtain the necessary approval and adoption of
the Merger and this Agreement by its shareholders, and (iii) subject to the
fiduciary duties of the Board of Directors of the Company under applicable
law as advised in writing by independent counsel, include in the Proxy
Statement the recommendation of its Board of Directors that the

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<PAGE>

shareholders of the Company vote in favor of the approval and adoption of
the Merger and this Agreement. If necessary, the Company shall take all
lawful action to solicit such approval and adoption and all lawful action
necessary or helpful to secure the affirmative vote of Company shareholders
required to effect the Merger. Parent shall vote all of the outstanding
shares of Purchaser Common Stock to approve and adopt this Agreement and
the Merger. Parent shall vote, or cause to be voted, all of the Shares
over which it, the Purchaser or any of its other subsidiaries or affiliates
has voting control in favor of the approval and adoption of the Merger and
this Agreement.

(b) Notwithstanding Section 7.3(a), in the event that Parent,
the Purchaser or any other subsidiary of Parent shall acquire at least 90%
of the outstanding shares of each class of capital stock of the Company
pursuant to the Offer or otherwise, the parties hereto shall, upon the
terms and subject to the conditions hereof, take all necessary and
appropriate action to cause the Merger to become effective as soon as
practicable after such acquisition, without a meeting of the shareholders
of the Company, in accordance with Section 711 of the BCA.

7.4. Filings; Other Actions. (a) The Company and Parent shall
----------------------
cooperate to prepare and file the Proxy Statement with the Commission
promptly after the expiration of the Offer (i) if the Minimum Condition (as
defined in Annex I) has not been satisfied or (ii) if the condition set
forth in paragraph (a) or paragraph (j) of Annex I has not been satisfied
because of the necessary consents under Real Property Leases which have not
been obtained (the "Lease Condition"). Each party shall cooperate with
each other party and use all reasonable efforts to prepare and file
promptly all other necessary documentation, to effect all necessary
applications, notices, petitions, filings and other documents, and to
obtain as promptly as practicable all necessary permits, consents, orders,
approvals and authorizations of, or any exemptions from, all third parties
and Governmental Entities necessary or advisable to consummate the
transactions contemplated by this Agreement or the Shareholder Agreement;
provided, however, that Parent shall not be required to take any action to
comply with any legal requirement or agree to the imposition of any Order
(as defined in Section 8.1(c)) that would (i) prohibit or restrict the
ownership or operation by Parent of any portion of the business or assets
of Parent or the Company (or any of their respective subsidiaries); (ii)
compel Parent or the Company (or any of their respective subsidiaries) to
dispose of or hold separate any portion of the Company's business or
assets; or (iii) impose any limitation on the ability of Parent or the
Surviving Corporation or any of their respective affiliates or subsidiaries
to own or operate the business and operations of the Company and its
subsidiaries. Each party shall have the right to review in advance, and to
the extent practicable each shall consult the others on, in each case
subject to applicable laws relating to the exchange of information as
advised by independent counsel, all the

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<PAGE>

information relating to the other parties and any of their respective
subsidiaries which are to appear in any filing to be made with, or written
materials to be submitted to, any third party or any Governmental Entity in
connection with the transactions contemplated by this Agreement or the
Shareholder Agreement. In exercising the foregoing right, each of the
parties shall act reasonably and as promptly as practicable. Each party
shall consult with the other parties with respect to the obtaining of all
permits, consents, orders, approvals and authorizations of all third
parties and Governmental Entities necessary or advisable to consummate the
transactions contemplated by this Agreement or the Shareholder Agreement
and each party shall keep the other parties apprised of the status of
matters relating to the transactions contemplated hereby and thereby.

(b) Subject to applicable laws relating to the exchange of
information as advised by independent counsel, each party shall, upon
request, furnish the other party with all information concerning itself,
its subsidiaries, directors, officers and shareholders and such other
matters as may be necessary or advisable in connection with the Offer
Documents, the Schedule 14D-9 or the Proxy Statement or any other petition,
filing, notice, application or other document made by or on behalf of each
such party or any of its subsidiaries to any Governmental Entity in
connection with the Merger and the other transactions contemplated by this
Agreement or the Shareholder Agreement.

(c) Each party shall promptly furnish each other party with
copies of written communications received by such party or any of its
subsidiaries, affiliates or associates (as such term is defined in Rule
12b-2 under the Exchange Act) from, or delivered by any of the foregoing
to, any Governmental Entity in respect of the transactions contemplated
hereby, in each case subject to applicable laws relating to the exchange of
information as advised by independent counsel.

(d) The Company and Parent shall use their reasonable best
efforts to promptly enter into agreements with respect to certain retail
store operations as set forth in Section 7.4 of the Company Disclosure
Letter.

7.5. Access. (a) Upon reasonable notice, the Company shall (and
------
shall cause each of its subsidiaries to) afford Parent's officers,
employees, counsel, accountants, financing sources and other authorized
representatives ("Representatives") access during normal business hours,
throughout the period prior to the Effective Time, to the Company's
properties, books, contracts and records and, during such period, shall
(and shall cause each of its subsidiaries to) furnish promptly to Parent
and its Representatives all information concerning its business, properties
and personnel as may reasonably be requested, in each case subject to
applicable laws relating to the exchange of

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<PAGE>

information as advised by independent counsel; provided, that no
investigation pursuant to this Section 7.5 shall affect or be deemed to
modify any representation or warranty made by the Company. Prior to the
Effective Time, Parent shall keep all such information and documents
confidential in accordance with the provisions of the Confidentiality
Agreement.

(b) Notwithstanding the foregoing, prior to consummation of
the Merger, Parent and the Purchaser shall not discuss or negotiate, and
Parent shall cause its Representatives to refrain from discussing or
negotiating, with any person regarding the potential sale or other
disposition of any assets or business owned or operated by the Company or
any of its subsidiaries; provided, however, that nothing in this Section
7.5(b) shall prohibit Parent from setting forth its business plan with
respect to the Company and its subsidiaries as required under applicable
law or from discussing such business plan generally; and, provided,
further, that any such general discussion shall be in writing and shall be
approved by the Company prior to its use, which approval shall not be
unreasonably withheld.

7.6. Notification of Certain Matters. Each party shall give
-------------------------------
prompt notice to the other parties of: (a) any event or circumstance with
regard to such party that has resulted or is reasonably likely to result in
any representation or warranty of such party made herein being untrue in
any material respect or in the failure to satisfy any condition specified
in Article VIII or Annex I, or (b) any event which, so far as reasonably
can be foreseen at the time of its occurrence, is reasonably likely to
result in any material adverse effect on such party; provided, however,
that delivery of any notice pursuant to this Section 7.6 shall not limit or
otherwise affect the remedies available hereunder to the party receiving
such notice. Each party shall give prompt notice to the other parties of
any notice or other communication from any third party alleging that the
consent of such third party is or may be required in connection with the
transactions contemplated by this Agreement.

7.7. Legal Conditions to Merger. Each party shall, and shall
--------------------------
cause each of its subsidiaries to, use all reasonable efforts to take, or
cause to be taken, all actions necessary to comply promptly with all legal
requirements which may be imposed on such party or its subsidiaries with
respect to the Merger and, subject to the conditions set forth in Article
VIII, to consummate the transactions contemplated by this Agreement or the
Shareholder Agreement; provided, however, that Parent shall not be required
to take any action to comply with any legal requirement or agree to the
imposition of any Order that would (a) prohibit or restrict the ownership
or operation by Parent of any portion of the business or assets of Parent
or the Company (or any of their respective subsidiaries); (b) compel Parent
or the Company (or any of their respective subsidiaries) to dispose of or
hold separate any portion of the Company's business or

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<PAGE>

assets; or (c) impose any limitation on the ability of Parent or the
Surviving Corporation or any of their respective affiliates or subsidiaries
to own or operate the business and operations of the Company and its
subsidiaries. Each party shall promptly cooperate with and furnish
information to each other party in connection with any requirement imposed
upon it or any of its subsidiaries in connection with the foregoing,
subject to applicable laws relating to the exchange of information as
advised by independent counsel.

7.8. Publicity. The initial press release with respect to the
---------
execution of this Agreement shall be a joint press release acceptable to
Parent and the Company. Thereafter, so long as this Agreement is in
effect, neither the Company nor Parent shall issue or cause the publication
of any press release or other announcement with respect to this Agreement,
the Merger or the other transactions contemplated hereby without the prior
written consent of the other party, except as may be required under
applicable law as advised in writing by independent counsel.

7.9. Stock Options. Prior to the Effective Time, the Company
-------------
shall take such actions as may be necessary such that at the Effective Time
each stock option outstanding pursuant to the Company Stock Plans (an
"Option"), whether or not then exercisable, shall be converted into and
become only the right to receive the greater of zero and the product of (a)
the number of Shares subject to such Option and (b) the difference, if
positive, between (i) the Offer Price and (ii) the per share exercise price
for such Option.

7.10. Expenses. Whether or not the Offer and the Merger are
--------
consummated, all costs and expenses incurred in connection with this
Agreement, the Shareholder Agreement and the transactions contemplated
hereby and thereby shall be paid by the party incurring such expense,
except as otherwise provided in Section 9.6.

7.11. Indemnification and Benefits. (a) For six years after the
----------------------------
Effective Time, Parent shall cause the Surviving Corporation to indemnify,
defend and hold harmless the present and former officers and directors of
the Company against all losses, claims, damages, liabilities, fees and
expenses (including reasonable fees and disbursements of counsel,
judgments, fines and amounts paid in settlement to the extent that any such
settlement is effected with the prior written consent of the Surviving
Corporation) arising out of actions or omissions occurring at or prior to
the Effective Time to the fullest extent permitted under Michigan law or
the Company's Restated Articles and its By-laws in effect at the date
hereof, including the provisions relating to the advancement of expenses
incurred in the defense of any action or suit; provided, that, in the event
any claim or claims for indemnification are asserted or made within such
six-year period, all rights to indemnification

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<PAGE>

in respect of any such claim or claims shall continue until the disposition
of all such claims.

(b) The Surviving Corporation shall, for three years from
the Effective Time, maintain in effect the current directors' and officers'
liability insurance policies maintained by the Company for the persons
presently covered by such policies with respect to matters occurring prior
to or at the Effective Time; provided, that the Surviving Corporation may
substitute therefor policies of at least the same coverage and amounts
containing terms and conditions which are no less advantageous to such
persons so long as substitution does not result in gaps or lapses in
coverage; provided, however, that in no event shall the Surviving
Corporation be required to expend pursuant to this Section 7.11(b) more
than in each such year an amount, based on the current annual premium paid
by the Company for such insurance (which premium the Company represents and
warrants to be approximately $45,000 in the aggregate for the current
premium year) equal to 110% of such premium in the first such year, 121% of
such premium in the second such year and 133.1% of such premium in the
third such year, and, in the event that the cost of such coverage shall
exceed the applicable amount for any such year, the Surviving Corporation
shall purchase for such year as much coverage as possible for such amount.

(c) For a period of one year from and after the Effective
Time, the Surviving Corporation shall provide Benefit Plans to the
employees of the Surviving Corporation and its subsidiaries that provide
benefits comparable in the aggregate to those provided by the Company to
the employees of the Company and its subsidiaries as of the date hereof;
provided, however, that, as of the Effective Time, the Surviving
Corporation shall have the right to cancel the Company Stock Plans and the
Company's Incentive Compensation Plan and, except as provided below, to
discontinue the Company's practice of providing severance benefits to any
employees terminated by the Company or any of its subsidiaries without any
requirement to provide similar Benefit Plans or substitute benefits; and,
provided, further, that the Company's "Home Office Bonus Plan" shall
continue in effect and any benefits payable thereunder shall be accrued
through the Effective Time on a pro rata basis (at which time all accruals
thereunder shall cease) and any participant therein who is terminated by
the Company without cause on or prior to December 31, 1995 or is employed
by the Company as of December 31, 1995 shall be entitled to the pro rata
bonus payable thereunder to such person that had accrued as of the
Effective Time. The Surviving Corporation may terminate the "Home Office
Bonus Plan" at any time after December 31, 1995.

(d) In the case of persons employed by the Company as of
the Effective Time at its corporate headquarters or its central laboratory
facility, other than any such persons who are covered by a collective
bargaining agreement and those executive officers referred to in Section
7.11(e), the Surviving

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<PAGE>

Corporation shall pay a lump sum severance benefit to each such person
whose employment is terminated by the Surviving Corporation for any reason
other than cause, death or disability prior to the first anniversary of the
Effective Time. Such severance benefit shall be based on the terminated
employee's number of whole years (rounded up or down to the nearest whole
year) of continuous service with the Company and the Surviving Corporation,
shall be reduced by withholding and employment taxes, if required by
applicable law, and shall equal one week's gross pay for each whole year of
service, with a maximum severance benefit of ten weeks' gross pay. The
term "gross pay" means the employee's average weekly gross wages or salary,
before deductions or withholdings of any kind whatsoever, received from the
Company or the Surviving Corporation during the last full calendar month
immediately prior to the date of termination. The severance benefit
described above shall only be provided upon the giving by the severed
employee of a full release of claims in form and substance satisfactory to
the Surviving Corporation.

(e) Parent shall cause the Surviving Corporation, from and
after the Effective Time, to honor the terms and provisions of all
Employment Agreements identified in Section 7.11 of the Company Disclosure
Letter. Nothing contained in this Section 7.11 (e) shall, or shall be
construed to, confer upon any person any rights under any other Employment
Agreement that are not provided therein.

(f) Nothing contained in this Section 7.11 shall, or shall
be construed to, confer upon any person any right to employment with the
Surviving Corporation or any of its subsidiaries, restrain the Surviving
Corporation or any of its subsidiaries from changing the terms or
conditions of its employment of any person, or require the Surviving
Corporation to maintain any particular Benefit Plan or specific form of
benefit under any Benefit Plan.

7.12. Conditional Option. The Company hereby grants to the
------------------
Purchaser an irrevocable, non-assignable (except to Parent or another
direct or indirect wholly owned subsidiary of Parent) option (the
"Conditional Option") to purchase, for its own account, up to all the
authorized and unissued Shares, other than those Shares reserved as of the
date hereof for issuance in connection with the Company Stock Plans, at the
Offer Price. The Conditional Option may be exercised by the Purchaser at
any time prior to the termination of this Agreement in whole or in part if
after such exercise the Purchaser would beneficially own more than 90% of
the Shares then outstanding; provided, however, that the Conditional Option
may only be exercised in the event that Parent, the Purchaser and their
affiliates prior to the exercise thereof have become the beneficial owners
of 85% or more of the outstanding Shares upon consummation of the Offer and
the purchase of Shares pursuant to the Shareholder Agreement. In the event
that the Purchaser wishes to exercise the Conditional Option, the Purchaser
shall deliver a written notice to the

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<PAGE>

Company specifying a place and a date not later than two business days from
the date such notice is delivered for the closing of such exercise and the
number of Shares to be purchased; provided, that such closing may be
deferred by the Purchaser until the expiration of any applicable regulatory
waiting periods or the receipt of any required regulatory approvals or
consents. At any such closing (i) the Purchaser shall make prompt payment
to the Company of the aggregate purchase price for the Shares so purchased
in immediately available funds or in the form of a promissory note (to the
extent permitted under applicable law) bearing interest at a rate no less
favorable than the rate at which the Company borrows funds under its
existing senior unsecured credit arrangements and having a maturity of not
more than six months from the date of issuance or any combination thereof
at the Purchaser's election and (ii) the Company shall deliver to the
Purchaser a duly executed certificate or certificates representing the
number of Shares so purchased.

ARTICLE VIII

Conditions

8.1. Conditions to Each Party's Obligation to Effect the Merger.
----------------------------------------------------------
The respective obligations of the Company, Parent and the Purchaser to
consummate the Merger are subject to the fulfillment of each of the
following conditions:

(a) Company Shareholder Approval. If necessary, this Agreement
----------------------------
and the Merger shall have been duly approved and adopted by holders of the
Shares in accordance with applicable law and the Company's Restated
Articles and its By-laws.

(b) Governmental and Regulatory Consents. The applicable
------------------------------------
waiting period under the HSR Act shall have expired or been terminated and,
other than the filing provided for in Section 2.3, all filings required to
be made prior to the Effective Time by the Company, Parent or any of their
respective subsidiaries with, and all consents, approvals and
authorizations required to be obtained prior to the Effective Time by the
Company, Parent or any of their respective subsidiaries from, any
Governmental Entity in connection with the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby by
the Company, Parent and the Purchaser shall have been made or obtained (as
the case may be).

(c) Litigation. No federal or state court or other Governmental
----------
Entity of competent jurisdiction shall have enacted, issued, promulgated,
enforced or entered any statute, law, ordinance, rule, regulation,
judgment, decree, injunction or other order (each, an "Order"), whether
temporary, preliminary or permanent, which is in effect and prohibits
consummation of the transactions contemplated by this Agreement, or imposes
any material restriction on Parent, the Purchaser or the Company in

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<PAGE>

connection with the consummation of the Merger or with respect to their
respective business operations either prior to or subsequent to the Merger.

(d) The Offer. The Offer shall have expired and Shares shall
---------
have been purchased pursuant thereto or the Offer shall have expired or
been terminated and no Shares shall have been purchased pursuant thereto
solely because of a failure to satisfy the Minimum Condition or the Lease
Condition.

8.2. Conditions to Obligation of the Company. The obligation of
---------------------------------------
the Company to consummate the Merger is also subject to the fulfillment
prior to the Effective Time of each of the following conditions if no
Shares have been purchased pursuant to the Offer:

(a) Representations and Warranties. The representations and
------------------------------
warranties of Parent and the Purchaser set forth in this Agreement shall be
true and correct in all material respects as of the date of this Agreement
and as of the Closing Date as though made on and as of the Closing Date,
except as otherwise permitted or required by this Agreement, and the
Company shall have received a certificate signed by the Chief Executive
Officer and Chief Financial Officer of Parent to such effect.

(b) Performance of Obligations of Parent. Parent shall have
------------------------------------
performed in all material respects all obligations required to be performed
by it under this Agreement at or prior to the Closing Date, and the Company
shall have received a certificate signed by the Chief Executive Officer and
Chief Financial Officer of Parent to such effect.

8.3. Conditions to Obligations of Parent and the Purchaser. The
-----------------------------------------------------
obligations of Parent and the Purchaser to consummate the Merger are also
subject to the fulfillment prior to the Effective Time of each of the
following conditions if no Shares have been purchased pursuant to the
Offer:

(a) Representations and Warranties. The representations and
------------------------------
warranties of the Company set forth in this Agreement shall be true and
correct in all material respects as of the date of this Agreement and as of
the Closing Date as though made on and as of the Closing Date, except as
otherwise permitted or required by this Agreement, and Parent shall have
received a certificate signed by the Chief Executive Officer and Chief
Financial Officer of the Company to such effect.

(b) Performance of Obligations of the Company. The Company
-----------------------------------------
shall have performed in all material respects all obligations required to
be performed by it under this Agreement at or prior to the Closing Date,
and Parent shall have received a certificate signed by the Chief Executive
Officer and Chief Financial Officer of the Company to such effect.

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<PAGE>

(c) Consents. The Company shall have obtained all consents
--------
required to consummate the transactions contemplated by this Agreement,
including the Merger, and all other consents in connection with the Merger
and the other transactions contemplated hereby, the failure to obtain which
would have or would be reasonably likely to have a material adverse effect
on the Surviving Corporation.

(d) No Material Adverse Change. No change, event, development
--------------------------
or combination of developments shall have occurred which, individually or
in the aggregate, has resulted or is reasonably likely to result in a
material adverse effect on the Company, except for changes, events,
developments or a combination thereof which generally affect the industry
in which the Company operates, and Parent shall have received a certificate
signed by the Chief Executive Officer and Chief Financial Officer of the
Company to such effect.

(e) Financing. Parent and the Purchaser shall have entered into
---------
the Definitive Financing Agreements, all conditions to the drawdown of
funds pursuant thereto shall have been satisfied or waived and the
Financing shall be available.

ARTICLE IX

Termination

9.1. Termination by Mutual Consent. This Agreement may be
-----------------------------
terminated and the transactions contemplated hereby may be abandoned at any
time prior to the Effective Time, before or after the approval and adoption
hereof and of the Merger by the shareholders of the Company, by the mutual
consent of the Company and Parent, by action of their respective Boards of
Directors.

9.2. Termination by either Parent or the Company. This
-------------------------------------------
Agreement may be terminated and the transactions contemplated hereby may be
abandoned, before or after the approval and adoption hereof and of the
Merger by the shareholders of the Company, by action of the Board of
Directors of either Parent or the Company if (a) the Offer shall have
expired or been terminated, with no Shares being purchased pursuant thereto
because of the failure to satisfy or waive any condition of the Offer other
than the Minimum Condition or the Lease Condition, after July 15, 1995, (b)
the Offer shall have expired or been terminated, with no Shares being
purchased pursuant thereto because of the failure to satisfy or waive the
Minimum Condition or the Lease Condition, and the Merger shall not have
been consummated, after October 31, 1995, (c) the Offer shall have expired
or been terminated, with no Shares being purchased pursuant thereto because
of the failure to satisfy or waive the Minimum Condition or the Lease
Condition, and the approval and adoption of the Company's shareholders
referred to in Section 8.1(a) shall not have been obtained at the Special

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<PAGE>

Meeting or at any adjournment thereof, at any time thereafter, (d) a
Governmental Entity of competent jurisdiction shall have issued an Order or
taken any other action permanently restraining, enjoining or otherwise
prohibiting the consummation of the Merger and such Order or other action
shall have become final and nonappealable, at any time thereafter, or (e)
the United States Federal Trade Commission or the United States Department
of Justice shall have commenced, or officially recommended commencement of,
an action (judicial or administrative) seeking an Order restraining,
enjoining or otherwise prohibiting the consummation of the Merger;
provided, that the party seeking to terminate this Agreement pursuant to
clause (a), (b) or (c) of this Section 9.2 shall not have breached or
failed to perform in any material respect its obligations under this
Agreement.

9.3. Termination by the Company. This Agreement may be
--------------------------
terminated and the transactions contemplated hereby may be abandoned at any
time prior to the Effective Time, before or after the approval and adoption
hereof and of the Merger by the shareholders of the Company, by action of
the Board of Directors of the Company if there has been a material breach
of, or any material failure to comply with, any covenant or agreement
contained in this Agreement by Parent or the Purchaser which is not curable
or, if curable, is not cured within five days after written notice of such
breach or failure is given by the Company to Parent or any material
representation or warranty of Parent and the Purchaser in this Agreement
shall have been untrue or incorrect at the time made or shall have ceased
to be true and correct; provided, however, that, prior to any such
termination on account of any such representation or warranty ceasing to be
true and correct, the Company shall have given to Parent written notice of
such event and Parent shall not have taken all necessary action, within
five days of delivery of such notice, so that such representation or
warranty shall have again become true and correct.

9.4. Termination by Parent. This Agreement may be terminated
---------------------
and the transactions contemplated hereby may be abandoned at any time prior
to the Effective Time, before or after the approval and adoption hereof and
of the Merger by the shareholders of the Company, by action of the Board of
Directors of Parent, if (a) the Company or any of its Affiliates or Agents
shall have engaged in any discussions (other than to provide information or
data) or negotiations with any person (other than Parent) relating to an
Acquisition Proposal, (b) the Board of Directors of the Company shall have
withdrawn or modified in a manner adverse to Parent or the Purchaser its
approval or recommendation of this Agreement, the Offer or the Merger or
shall have approved or recommended any Acquisition Proposal other than one
from Parent or the Purchaser or shall have resolved to do either of the
foregoing, or (c) the Offer shall have expired or been terminated with no
Shares being purchased pursuant thereto and there has been a material
breach of, or any material

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<PAGE>

failure to comply with, any covenant or agreement contained in this
Agreement by the Company which is not curable or, if curable, is not cured
within five days after written notice of such breach or failure is given by
Parent to the Company or any material representation or warranty of the
Company in this Agreement shall have been untrue or incorrect at the time
made or shall have ceased to be true and correct; provided, however, that,
prior to any such termination on account of any such representation or
warranty ceasing to be true and correct, Parent shall have given to the
Company written notice of such event and the Company shall not have taken
all necessary action, within five days of delivery of such notice, so that
such representation or warranty shall have again become true and correct.

9.5. Termination Due to Lack of Financing. This Agreement may
------------------------------------
be terminated and the transactions contemplated hereby may be abandoned at
any time prior to the Effective Time, before or after the approval and
adoption hereof and of the Merger by the shareholders of the Company, by
action of the Board of Directors of Parent if Parent and the Purchaser
shall not have entered into the Definitive Financing Agreements or all
conditions to the drawdown of funds pursuant thereto shall not have been
satisfied or waived or Greyrock Capital Group Inc. shall propose to enter
into agreements in connection with the debt portion of the Financing that
contain terms and conditions that are inconsistent with the terms and
conditions set forth in the Commitment Letter or Heller Equity Capital
Corporation shall propose to enter into agreements in connection with the
equity portion of the Financing that contain terms and conditions that are
inconsistent with the terms and conditions set forth in the Letter of
Interest.

9.6. Effect of Termination and Abandonment. (a) In the event of
-------------------------------------
termination of this Agreement and abandonment of the transactions
contemplated hereby pursuant to this Article IX, no party (or any of its
directors or officers) shall have any liability or further obligation to
any other party to this Agreement in connection with such termination and
abandonment except as provided in Section 9.6(b), 9.6(c), 9.6(d) and
9.6(e).

(b) In the event that (i) (A) any person shall have made an
Acquisition Proposal or shall have acquired beneficial ownership of Shares
representing 9.9% or more of the outstanding Shares and thereafter this
Agreement is terminated by either Parent or the Company pursuant to Section
9.2(a), 9.2(b) or 9.2(c), or (B) Parent terminates this Agreement pursuant
to Section 9.4(a), 9.4(b) or 9.4(c) and (ii) on or after the date hereof
and not later than one year from the date of such termination, (x) the
Board of Directors of the Company shall have approved or recommended any
Acquisition Proposal other than from Parent, or (y) the Company shall have
entered into an agreement with respect to a merger, acquisition,
consolidation, recapitalization, liquidation, dissolution or similar
transaction involving, or any purchase of all or a substantial portion of
the

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<PAGE>

assets or equity securities of, the Company, or (z) any person shall have
acquired beneficial ownership of Shares representing 50% or more of the
outstanding Shares, then the Company, when requested by Parent, at any time
after the earliest to occur of the events set forth in clauses (x), (y) and
(z), shall promptly, but in no event later than two days after the date of
such request, pay Parent $900,000, which shall be paid by wire transfer of
same day funds. Any payment made by the Company to Parent pursuant to this
Section 9.6(b) shall be in addition to, and not in lieu of, any payment to
be made by the Company to Parent pursuant to Section 9.6(c).

(c) In the event that (i) Parent terminates this Agreement
pursuant to any clause of Section 9.4, or (ii) this Agreement is terminated
pursuant to any clause of Section 9.2 and, at such time, there has been a
material breach of, or any material failure to comply with, any covenant or
agreement contained in this Agreement by the Company which has not been
cured or any material representation or warranty of the Company in this
Agreement shall have been untrue or incorrect at the time made or shall
have ceased to be true and correct, then the Company, when requested by
Parent, shall promptly, but in no event later than two days after the date
of such request, pay Parent an amount equal to all actual out-of-pocket
fees and expenses (including the fees and expenses of counsel, accountants,
financial advisors, other consultants, financial printers and financial
sources (the "Advisors")) ("Expenses") incurred by Parent, the Purchaser
and its Advisors (both prior to and after the date hereof) in connection
with the negotiation of, and proposed consummation of the transactions
contemplated by, this Agreement or in connection with previous discussions
and due diligence efforts, which shall be paid by wire transfer of same day
funds; provided, however, that the maximum amount payable pursuant to this
Section 9.6(c) shall not exceed $500,000. Any payment made by the Company
to Parent pursuant to this Section 9.6(c) shall be in addition to, and not
in lieu of, any payment to be made by the Company to Parent pursuant to
Section 9.6(b).

(d) In the event that the Company terminates this Agreement
pursuant to Section 9.3, then Parent, when requested by the Company, shall
promptly, but in no event later than two days after the date of such
request, pay the Company an amount equal to all Expenses incurred by the
Company and its Advisors in connection with the negotiation of, and
proposed consummation of the transactions contemplated by, this Agreement,
which shall be paid by wire transfer of same day funds; provided, however,
that the maximum amount payable pursuant to this Section 9.6(d) shall not
exceed $500,000.

(e) In the event that (i) Parent terminates this Agreement
pursuant to Section 9.5 or (ii) the Company terminates this Agreement
pursuant to Section 9.2(a) or (b), and, at such time, (x) the Offer shall
have expired or been terminated, with no Shares being purchased pursuant
thereto, and all of the

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<PAGE>

conditions to the Purchaser's obligation to purchase Shares pursuant to the
Offer shall have been satisfied or waived, other than the condition set
forth in clause (j) of Annex I, or (y) the Offer shall have expired or been
terminated, with no Shares being purchased pursuant thereto because of the
failure to satisfy or waive the Minimum Condition or the Lease Condition,
and all of the conditions to Parent's and the Purchaser's obligations to
consummate the Merger shall have been satisfied or waived, other than the
condition set forth in Section 8.3(e), and at such time none of the
conditions set forth in clauses (b) and (c) shall exist then Parent, when
requested by the Company, shall promptly, but in no event later than two
days after the date of such request, pay the Company an amount equal to all
Expenses incurred by the Company and its Advisors in connection with the
negotiation and proposed consummation of the transactions contemplated by
this Agreement, which shall be paid by wire transfer of same day funds;
provided, however, that the maximum amount payable pursuant to this Section
9.6(e) shall not exceed $150,000; and, provided, further, that Parent shall
have no obligation to make any payment to the Company pursuant to this
Section 9.6(e) if, at such time, the condition set forth in clause (a) of
Annex I or Section 8.3(a), as the case may be, would not have been deemed
to be satisfied if any applicable representation and warranty of the
Company had not been qualified as to the knowledge of the Company.
Notwithstanding anything to the contrary contained herein, if the Company
has the right to payment of any amount pursuant to this Section 9.6(e), it
shall have no right to any payment pursuant to Section 9.6(d).

(f) The parties acknowledge that (i) if a party hereto has the
right to terminate this Agreement pursuant to more than one provision of
this Article IX and determines to terminate this Agreement pursuant to any
such provision, then the other party hereto shall have no right to claim
that such party should have, or should be deemed to have, terminated this
Agreement pursuant to any other such provision and (ii) the agreements
contained in this Section 9.6 are an integral part of the transactions
contemplated by this Agreement, that, without these agreements, the parties
would not enter into this Agreement and that, in connection with any
termination of this Agreement and abandonment of the transactions
contemplated hereby, any damages would be difficult, if not impossible, to
quantify and any payment made pursuant to Section 9.6(b), 9.6(c), 9.6(d) or
9.6(e) shall be in the nature of liquidated damages and, if this Agreement
is terminated and the transactions contemplated hereby are abandoned in any
case in which Section 9.6(b), 9.6(c), 9.6(d) or 9.6(e) does not apply, all
parties acknowledge that there are no damages.

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<PAGE>

ARTICLE X

Miscellaneous and General

10.1. Survival. Only those agreements and covenants of the
--------
parties which by their express terms apply in whole or in part after the
Effective Time shall survive the Effective Time. All other
representations, warranties, agreements and covenants shall be deemed to be
conditions of the Merger and shall not survive the Effective Time. If the
transactions contemplated hereby shall be abandoned and this Agreement
terminated, only the agreements of the parties in this Section 10.1 and
Sections 9.6, 10.6, 10.7 and 10.8 and the last sentence of Section 7.5
shall survive such abandonment and termination.

10.2. Additional Actions. If, at any time after the Effective
------------------
Time, the Surviving Corporation shall consider or be advised that any
further assignments or assurances in law or any other acts are necessary or
desirable to (a) vest, perfect or confirm, of record or otherwise, in the
Surviving Corporation its rights, title or interest in, to or under any of
the rights, properties or assets of the Purchaser or the Company acquired
or to be acquired by the Surviving Corporation as a result of or in
connection with the Merger or (b) otherwise carry out the purposes of this
Agreement, the Purchaser and its officers and directors and the former
directors and officers of the Company shall be deemed to have granted to
the Surviving Corporation an irrevocable power of attorney to execute and
deliver all such proper deeds, assignments and assurances in law and to do
all acts necessary or proper to vest, perfect or confirm title to and
possession of such rights, properties or assets in the Surviving
Corporation and otherwise to carry out the purposes of this Agreement; and
the proper officers and directors of the Surviving Corporation are fully
authorized in the name of the Purchaser or the Company or otherwise to take
any and all such actions.

10.3. Modification or Amendment. Subject to the applicable
-------------------------
provisions of the BCA, at any time prior to the Effective Time, the parties
may modify or amend this Agreement, by written agreement executed and
delivered by duly authorized officers of the respective parties.

10.4. Waiver of Conditions. The conditions to each party's
--------------------
obligation to consummate the Merger are for the sole benefit of such party
and may be waived by such party in whole or in part to the extent permitted
by applicable law, but only in writing.

10.5. Counterparts. For the convenience of the parties hereto,
------------
this Agreement may be executed in any number of separate counterparts, each
such counterpart being deemed to be an original instrument, and all such
counterparts shall together constitute the same agreement.

- 44 -

<PAGE>

10.6. Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Michigan applicable
to agreements made and to be performed entirely within such State.

10.7. Notices. Any notice, request, instruction or other
-------
document to be given hereunder by any party to any other party shall be in
writing and shall be deemed to have been duly given (i) on the date of
delivery, if delivered personally or by telecopy or telefacsimile upon
confirmation of receipt, or (ii) on the first business day following the
date of dispatch, if delivered by Federal Express or other next-day courier
service, or (iii) on the third business day following the date of mailing,
if delivered by registered or certified mail, return receipt requested,
postage prepaid. All notices hereunder shall be addressed as set forth
below, or pursuant to such other instructions as may be designated in
writing by the party to receive such notice.

(a) If to the Company:

NuVision, Inc.
P.O. Box 2600
2284 S. Ballenger Hwy.
Flint, MI 48501
Attention: Chairman of the Board
Telecopier:

with a copy to

Dykema Gossett PLLC
400 Renaissance Center
Detroit, MI 48243-1668
Attention: Paul R. Rentenbach
Telecopier: (313) 568-6915

(b) If to Parent or the Purchaser:

American Vision Centers, Inc.
90 John Street
New York, NY 10038
Attention: Chief Executive Officer
Telecopier: (212) 385-1149

with a copy to:

Kirkpatrick & Lockhart
1500 Oliver Building
Pittsburgh, PA 15222
Attention: Leonard S. Ferleger
Telecopier: (412) 355-6501

- 45 -

<PAGE>

10.8. Entire Agreement, etc. This Agreement (including the
----------------------
Company and Parent Disclosure Letters) and the Confidentiality Agreement
constitute the entire agreement, and supersede all other agreements,
understandings, representations and warranties, both written and oral,
among the parties with respect to the subject matter hereof.
Notwithstanding anything herein to the contrary, the provisions of the
Confidentiality Agreement shall not apply to the Shareholder Agreement in
any respect. This Agreement shall not be assignable by operation of law or
otherwise; provided, however, that Parent may designate, by written notice
to the Company, another of its wholly owned direct or indirect subsidiaries
to be a party to the Merger in lieu of the Purchaser, in which event all
references herein to the Purchaser shall be deemed references to such other
subsidiary except that all representations and warranties made herein with
respect to the Purchaser as of the date of this Agreement shall be deemed
representations and warranties made with respect to such other subsidiary
as of the date of such designation; and, provided, further, that Parent and
the Purchaser may assign or encumber any of their rights hereunder in
connection with the Financing.

10.9. No Third Party Beneficiaries. Except as provided in
----------------------------
Sections 7.9 and 7.11, this Agreement is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

10.10. Definition of "Subsidiary". When a reference is made in
--------------------------
this Agreement to a subsidiary of a party, the word "subsidiary" means any
corporation or other organization, whether incorporated or unincorporated,
of which at least a majority of the securities or interests having by the
terms thereof ordinary voting power to elect at least a majority of the
board of directors or others performing similar functions with respect to
such corporation or other organization is directly or indirectly owned or
controlled by such party or by any one or more of its subsidiaries, or by
such party and one or more of its subsidiaries.

10.11. Obligation of Parent. Whenever this Agreement requires
--------------------
the Purchaser to take any action, such requirement shall be deemed to
include an undertaking on the part of Parent to cause the Purchaser to take
such action.

10.12. Captions. The Article, Section and paragraph captions
--------
herein are for convenience of reference only, do not constitute part of
this Agreement and shall not be deemed to limit or otherwise affect any of
the provisions hereof.

- 46 -

<PAGE>

IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto on the date
first above set forth.

NUVISION, INC.

By /s/ Eli Shapiro
-------------------------
Name: Eli Shapiro
Title: Chairman

AMERICAN VISION CENTERS, INC.

By /s/ Seth R. Poppel
-------------------------
Name: Seth Poppel
Title: Chairman

NI ACQUIRING CORP.

By /s/ Seth R. Poppel
-------------------------
Name: Seth Poppel
Title: Chairman

- 47 -

<PAGE>

ANNEX I

Conditions of the Offer

Notwithstanding any other provisions of the Offer, the Purchaser
shall not be required to accept for payment, purchase or pay for any Shares
tendered and may terminate or amend the Offer and may postpone the
acceptance for payment, purchase of, or payment for Shares tendered, (i) if
there shall not have been validly tendered to the Purchaser and not
withdrawn prior to the expiration of the Offer such number of Shares as
would constitute, together with all other Shares owned by the Purchaser,
Parent or any affiliate thereof, more than 90% of the Shares on a fully
diluted basis (the "Minimum Condition"), (ii) if any applicable waiting
period under the HSR Act shall not have expired or been terminated prior to
the expiration of the Offer and the Offer shall have remained outstanding
for at least 30 days after the commencement of the Offer, or (iii) if, at
any time on or after April 27, 1995, and at or prior to the time of
acceptance for payment, purchase of, or payment for, any Shares (whether or
not any Shares have theretofore been accepted for payment, purchased or
paid for pursuant to the Offer) any of the following events shall occur:

(a) The Company shall have breached or failed to comply with in
any material respect any of its covenants or agreements contained in the
Agreement, any representation or warranty of the Company in the Agreement
shall have been untrue or incorrect in any material respect at the time
made or shall have ceased to be true and correct, any filing required to be
made prior to the Effective Time by the Company or any of its subsidiaries
with, or any consent, approval or authorization required to be obtained
prior to the Effective Time by the Company or any of its subsidiaries from,
any Governmental Entity in connection with the execution and delivery of
the Agreement or the consummation of the transactions contemplated hereby
by the Company shall not have been made or obtained (as the case may be),
any other consent that was to be obtained by the Company and is required to
consummate the transactions contemplated by the Agreement shall not have
been obtained or any other consents that were to be obtained by the Company
in connection with the transactions contemplated by the Agreement, the
failure to obtain which would have or would be reasonably likely to have a
material adverse effect on the Surviving Corporation, shall not have been
obtained; or

(b) there shall have occurred (i) any general suspension (which
continues for a period in excess of 24 hours) of trading in, or general
limitation on prices for, securities on the New York Stock Exchange, (ii) a
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States, (iii) a commencement of a war or
armed hostilities affecting the United States, which is reasonably likely
to materially and adversely affect the extension of credit by banks or
other lending institutions located in the United

<PAGE>

States, (iv) any limitation by any Governmental Entity on, or any other
event which is reasonably likely to adversely affect, the extension of
credit by banks or other lending institutions located in the United States,
or (v) in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening thereof; or

(c) any action or proceeding shall have been instituted or
authorized or shall be pending before any Governmental Entity by any
Governmental Entity or there shall have been any determination by any
Governmental Entity: (i) challenging the making of the Offer or the
acquisition by the Purchaser of the Shares or seeking to restrain or
prohibit the consummation of the Offer or the other transactions
contemplated by the Agreement and the Shareholder Agreement; (ii) seeking
to prohibit Parent's or the Purchaser's (or any of their affiliates')
ownership or operation of all or any portion of Parent's or the Company's
business or assets, or to compel Parent or the Purchaser (or any of their
affiliates) to dispose of or hold separate all or any portion of Parent's
or the Company's business or assets, as a result of the Offer or the other
transactions contemplated by the Agreement; (iii) making the acceptance for
payment of, or payment for, some or all of the Shares illegal or resulting
in a delay in the ability of the Purchaser to accept for payment or pay for
some or all of the Shares; or (iv) imposing material limitations on the
ability of Parent or the Purchaser effectively to acquire or hold or to
exercise full rights of ownership of Shares, including, without limitation,
the right to vote Shares purchased by it on all matters properly presented
to the shareholders of the Company; or

(d) any statute, law, rule, regulation, injunction, decree,
ruling or order shall be enacted, promulgated, entered, enforced or deemed
applicable to the Offer or the Merger or any other action shall have been
taken by any Governmental Entity that is reasonably likely to, directly or
indirectly, result in any of the consequences referred to in clauses (i)
through (iv) of paragraph (c) above; or

(e) it shall have been publicly disclosed or the Purchaser shall
have otherwise learned that (i) any person or "group" (as defined in
Section 13(d)(3) of the Exchange Act) shall have acquired 9.9% or more of
the outstanding Shares or shall have been granted any option or right,
conditional or otherwise, to acquire 9.9% or more of the outstanding
Shares, or (ii) any new "group" is formed which beneficially owns 9.9% or
more of the outstanding Shares;

(f) the Company and Parent shall have agreed in writing that the
Offer be terminated; or

(g) the Agreement, prior to the expiration of the Offer, shall
be terminated in accordance with its terms; or

- 2 -

<PAGE>

(h) the Board of Directors of the Company shall have withdrawn
or modified in a manner adverse to the Purchaser or Parent its
recommendation of the Offer set forth herein or shall have approved or
recommended any Acquisition Proposal other than the Offer or the Board of
Directors of the Company shall have resolved to do either of the foregoing;
or

(i) The Standard & Poor's 500 Stock Index at the close of
business on the date that the Offer is scheduled to expire shall be less
than 80% of the Standard & Poor's 500 Stock Index at the close of business
on April 27, 1995; or

(j) Parent and the Purchaser shall not have entered into the
Definitive Financing Agreements, all conditions to the drawdown of funds
pursuant thereto shall not have been satisfied or waived, or the Financing
shall not be available,

which, in the sole judgment of the Purchaser and Parent in any such case,
and regardless of the circumstances (including any action or inaction by
Parent, the Purchaser or any other affiliate of Parent) giving rise to any
such condition, makes it inadvisable to proceed with such acceptance for
payment, purchase or payment.

The foregoing conditions are for the sole benefit of Parent and
the Purchaser and may be asserted by Parent and the Purchaser regardless of
the circumstances giving rise to any such conditions or may be waived by
Parent and the Purchaser in whole or in part at any time and from time to
time in their sole discretion. The failure by Parent and the Purchaser at
any time to exercise any of the foregoing rights shall not be deemed a
waiver of any such right, the waiver of any such right with respect to
particular facts and circumstances shall not be deemed a waiver with
respect to any other facts and circumstances and each right shall be deemed
an ongoing right which may be asserted at any time and from time to time.

- 3 -

EXHIBIT 2.1

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is made as of the day of March,
----
1990, between NuVision, Inc., a Michigan corporation ("Company"), and Eli
Shapiro, an individual residing at 3110 Hawthorne, Flint, MI ("Employee").

RECITALS
--------

1. The Company is engaged in the business of optical retailing. Employee
is currently employed as president of Company pursuant to an employment
agreement (the "Employment Agreement") dated June 18, 1988.

2. Employee possesses unique skills, knowledge, and experience relating
to the Company's business.

3. The Company wishes to continue to secure the services of Employee as
president, and Employee wishes to perform such services for Company on the terms
and conditions hereinafter set forth.

4. The Company also wishes to be assured of the objectivity of Employee
in evaluating a potential offer the effect of which would be a change of control
of the Company, and in advising whether he believes a potential change of
control is in the best interests of the Company and its shareholders. Company
further wishes to be assured of the dedication of Employee to maximizing the
value to be received by shareholders of the Company in the circumstances of
negotiating or otherwise responding to a proposed change of control, and to be
assured of the continuity of Employee during such time as a proposed change of
control is under negotiation or otherwise pending.

5. Accordingly, the Company (through the Compensation Committee of the
Board of Directors, which has approved the execution of this Agreement) and
Employee wish to execute this Agreement.

AGREEMENT
---------

The parties agree as follows:

<PAGE>

1. Definitions. As used in this Agreement, the terms identified below
-----------
shall have the meanings indicated, and variants and derivatives of the following
terms shall have correlative meanings.

"Auditors" means the independent auditing firm retained by the Company as
of the time immediately preceding a Change of Control.

"Board" means the Board of Directors of the Company.

"Cause" means (i) the willful and continued failure by Employee to
substantially perform his duties hereunder; (ii) any willful, intentional, or
grossly negligent act by Employee having the demonstrable effect of
substantially injuring the reputation or business of the Company; or (iii)
conviction of Employee of any crime which constitutes a felony. No act, or
failure to act, on Employee's part shall be considered "willful" unless done, or
not done, by Employee not in good faith and without reasonable belief that the
act or omission was in the best interest of the Company. Notwithstanding the
foregoing, Employee shall not be deemed to have been terminated for Cause unless
and until the Company shall have delivered to Employee a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the
entire Board at a meeting of the Board called and held for the purpose (after
reasonable notice to Employee and an opportunity for Employee, together with
counsel selected by Employee, to be heard before the Board), finding that in the
good faith opinion of the Board Employee engaged in the conduct set forth above
in clauses (i), (ii), and (iii) in the first sentence of this subsection and
specifying the particulars thereof in detail.

"Change of Control" means (a) the acquisition (or disclosure of the
previous acquisition of) by any Person of the ownership (of record or
beneficial) and/or voting rights in respect of shares of the Company's
outstanding stock of any class which results in such Person possessing or having
the right to possess, in the aggregate, 30 percent or more of the total voting
power exercisable by all the Company's shareholders; or (b) the merger by the
Company into or the consolidation by the Company with any Person which will
result in the shareholders of Company immediately prior to such merger or
consolidation possessing less than 70% of the total voting power exercisable by
all of the shareholders of the surviving or resulting corporation or other
entity; or (c) the transfer by the

<PAGE>
Company of all or substantially all of its assets to any Person; or (d) when at
least half of the members of the Board are not incumbent Directors.

"Competitive Business" means any business of optical retailing (other than
a business of Company) in any state in which the Company does business.

"Confidential Information" means with, respect to the affairs of the
Company, any information, data, figures, sales figures, projections, estimates,
customer lists, tax records, personnel history, accounting procedures,
promotions, manuals, procedures, and any writings or conversations concerning
the foregoing.

"Disability" means a physical or mental incapacity which is incurred
subsequent to a Potential Change of Control which would allow Employee to
receive benefits under the Company's long-term disability income plan (or any
substitute plans adopted prior to a Change of Control).

"Effective Date" means March 1, 1990.

"Expiration Date" means the second anniversary of the Effective Date.

"Good Reason" means:

a. The assignment to Employee of any duties inconsistent with his
status as a senior executive officer of the Company or a substantial alteration
in the nature or status of his responsibilities from those in effect immediately
prior to a Change in Control.

b. (i) a reduction in Employee's annual base salary and/or annual
bonus as in effect on the date hereof; (ii) a failure by the Company to increase
Employee's annual base salary each January 1 following a Change of Control by at
least a percentage equal to the average of the percentage increases in
Employee's base salary for the three (3) years immediately preceding such Change
of Control; or (iii) the failure to increase Employee's salary as the same may
be increased from time to time for similarly situated senior executive officers,
except that (i) and (ii) of this subparagraph (b) shall not apply to
across-the-board salary

<PAGE>
reductions similarly affecting all executives of the Company and all executives
of any Person in control of the Company.

c. The Company's requiring Employee to be based anywhere other than
in the metropolitan area in which he was based immediately prior to the Change
of Control, except for required travel on the Company's business to an extent
substantially consistent with Employee's present business travel obligations.

d. The failure by the Company to continue in effect any compensation
plan in which Employee participates, unless an equitable arrangement (embodied
in an ongoing substitute or alternative plan) has been made with respect to such
plan in connection with the Change of Control, or the failure by the Company to
continue Employee's participation therein.

e. The failure by the Company to continue to provide Employee with
benefits substantially similar to those enjoyed by Employee under any of the
Company's pension, retirement, life insurance, medical, health and accident, or
disability plans in which Employee was participating at the time immediately
prior to a Change of Control, the taking of any action by the Company which
would directly or indirectly materially reduce any of such benefits or deprive
Employee of any material fringe benefit enjoyed by Employee at the time of the
Change of Control, or the failure by the Company to provide Employee with the
number of paid vacation days to which he is entitled on the basis of years of
service with the Company in accordance with the Company's normal vacation policy
in effect at the time of the Change of Control.

f. The failure of the Company to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement, as
contemplated in Section 19 hereof.

g. Any purported termination of Employee's employment which is note
effected pursuant to a Notice of Termination satisfying the requirements of
Section 16 (and, if applicable, Section 6c), and, for purposes of this
Agreement, no such purported termination shall be effective.

h. Termination of employment by reason of "Disability", provided
Employee furnishes to the Company a Notice of Termination prior to the last day
of the sixth month following the month in

<PAGE>
which the Disability was incurred (the date of incurrence of the Disability
being determined by Employee in good faith).

"Incapacity" means incapacity due to physical or mental illness (other than
an incapacity which constitutes a Disability), as a result of which Employee has
been receiving payments under the Company's long-term disability income plan, or
any substitute plan adopted prior to a Change of Control, for a period of twelve
(12) consecutive months. Company may terminate employment for Incapacity if,
within thirty (30) days after written notice of termination is given, Employee
shall not have returned to the full-time performance of his duties.

"Incumbent Directors" means (a) the members of the Board as of the
Effective Date and (b) any individual who subsequently becomes a member of the
Board if his election or nomination for election as a director was approved by a
vote of at least a majority of the then Incumbent Directors.

"Person" means any person (other than Employee), firm, corporation,
partnership, joint venture, or other entity or an affiliated group including any
Person (other than Employee).

"Potential Change of Control" means (a) the Company enters into an
agreement, the consummation of which would result in the occurrence of a Change
of Control; (b) any Person (including the Company) publicly announces an
intention to take or to consider taking actions which if consummated would
constitute a Change of Control; (c) any Person becomes the beneficial owner,
directly or indirectly, of securities of the Company representing 9.5% or more
of the combined voting power of the Company's then outstanding securities; or
(d) the Board adopts a resolution to the effect that a Potential Change of
Control for purposes of this Agreement has occurred.

2. Employment. The Company hereby agrees to continue to employ Employee
----------
as president of the Company. Employee will perform such other duties in such
other capacity as Company may from time to time assign Employee. Employee shall
devote full time and attention (during normal business hours) exclusively to the
performance of his duties hereunder. Employee will perform his duties
faithfully, competently, diligently, and to the best of his ability, and subject
to all of the Company's policies, rules and

<PAGE>
regulations from time to time applicable to its employees. Employee further
agrees that subject to the terms and conditions of this Agreement, in the event
of a Potential Change of Control, Employee will not resign from the Company for
a period of six months from the occurrence of such Potential Change of Control.

3. Term. The term of this Agreement shall commence on the Effective Date
----
and expire on the Expiration Date unless sooner terminated pursuant to Section 6
or Section 10. Following the Expiration Date, this Agreement shall continue for
successive one-year terms unless cancelled pursuant to Section 8 or terminated
pursuant to Section 6 or Section 10.

4. Compensation. As full compensation for the services of Employee,
------------
Company shall provide Employee with the following salary and benefits:

a. Base Salary. Base salary, payable in monthly installments in
-----------
advance at the annual rate of $398,000.

b. Expenses. Reimbursement for necessary and reasonable business
--------
expenses incurred by Employee in his employment.

c. Fringe Benefits. Participation in all employee benefit plans and
---------------
arrangements commensurate with Employee's position and length of service which
are presently or hereafter made generally available to full-time employees of
the Company.

d. Vacation. weeks of paid vacation.
-------- -----

5. Deductions. The Company shall have the right to deduct from the
----------
compensation payable to Employee social security taxes, and all federal, state
and municipal taxes and charges as may now be in effect or which may hereafter
be required as charges on the compensation of Employee.

6. Termination Prior to Change of Control. This Agreement and Company's
--------------------------------------
unaccrued obligations hereunder shall terminate prior to a Change of Control as
follows:

a. Death. Upon death of Employee.
-----

<PAGE>

b. Incapacity. If, as a result of Employee's incapacity due to
----------
physical or mental illness, Employee shall be absent from his duties hereunder
for twelve (12) consecutive months, and if, within 30 days after written notice
of the Company's intention to terminate this Agreement, Employee shall not
return to the satisfactory performance of his duties on a full-time basis,
Company may terminate this Agreement for "Incapacity".

c. Cause. Company may terminate this Agreement for Cause at any
-----
time effective immediately upon notice to Employee.

7. Compensation upon Termination or During Incapacity Prior to Change of
--------------------------------------- -----------------------------
Control. During any period prior to a Change of Control that Employee fails to
- -------
perform his duties as a result of Incapacity, Company shall continue to pay base
salary at the rate in effect at the commencement of such Incapacity until this
Agreement is terminated pursuant to Section 6(b); provided, however, that the
obligations of Company under this Section 7 shall be reduced by the amount of
any disability income insurance payments or workers compensation payments
Employee may receive during Incapacity under any state plan or policy carried by
Company of which Employee is a beneficiary. Upon termination of employment,
this Agreement shall terminate and Company shall have no further obligation to
Employee except to the extent Employee is otherwise entitled to any accrued
payments or benefits hereunder or under any benefit plan or program of the
Company.

8. Cancellation. By notice given at least ninety (90) days prior to the
------------
Expiration Date or any anniversary of the Expiration Date, either party may
cancel this Agreement effective the Expiration Date or any anniversary of the
Expiration Date, as applicable.

9. Confidentiality. Employee acknowledges that (i) the business in which
---------------
the Company is engaged is intensely competitive and that employment by the
Company will require that Employee have access to and acknowledge of
Confidential Information; (ii) the disclosure or any of the Confidential
Information to existing or potential competitors of the Company would place the
Company at a serious competitive disadvantage; (iii) by Employee's training,
experience, and expertise, Employee's service to the Company will be special and
unique; and (iv) if Employee leaves the Company's employ to work for a
Competitive Business, in any capacity, it

<PAGE>
would cause the Company irreparable harm. Accordingly, Employee agrees that
during the term of this Agreement and for a period of one year thereafter:

a. Employee will not communicate, divulge, or disclose any
Confidential Information to any Person other than an agent, employee, or
director of the Company.

b. Employee will not engage, directly or indirectly, in any capacity
(whether as officer, director, stockholder, partner, associate, employee,
consultant, owner or otherwise) or have an interest in, or be associated with,
any Competitive Business.

10. Termination Following Change of Control. If a Change of Control
---------------------------------------
occurs, Employee shall be entitled to the benefits provided in Section 10 upon
the subsequent termination of his employment during the term of this Agreement
unless such termination is (a) because of Employee's death, (b) by the Company
for Cause or Incapacity, or (c) by Employee other than for Good Reason.

a. Notice of Termination. Any purported termination by the Company
---------------------
or by Employee shall be communicated by written Notice of Termination to the
other party in accordance with Section 16. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of employment under the provision so indicated.

b. Date of Termination. "Date of Termination" shall mean (a) if
-------------------
employment is terminate for Incapacity or Disability, thirty (30) days after
Notice of Termination is given (provided that in the case of Incapacity Employee
shall not have returned to the performance of his duties on a full-time basis
during such thirty (30) day period), and (b) if employment is otherwise
terminated for Cause or by Employee for Good Reason or for any other eason, the
date specified in the Notice of Termination (which, in the case of a termination
for Cause shall not be less than thirty (30) days, and, in the case of a
termination by Employee for Good Reason, shall not be more than sixth (60) days,
respectively, from the date such Notice of Termination is given); provided that,
if within thirty (30) days after any Notice of

<PAGE>

Termination is given, the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination, the date of
termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties, by a binding arbitration award, or
by a final judgment, order or decree of court of competent jurisdiction (the
time for appeal therefrom having expired and no appeal having been perfected);
and provided, further, that the Date of Termination shall be extended by a
notice of dispute only if such notice is given in good faith and the party
giving such notice pursues the resolution of such dispute with reasonable
diligence. Notwithstanding the pendency of any such dispute, the Company will
continue to pay Employee his full compensation in effect when the notice giving
rise to the dispute was given (including, but not limited to, base salary) and
continue Employee as a participant in all compensation, benefit and insurance
plans in which he was participating when the notice giving rise to the dispute
was given, until the dispute is finally resolved in accordance with this
Section. Amounts paid under this Section are in addition to all other amounts
due under this Agreement and shall not be offset against or reduce any other
amounts due under this Agreement.

c. Compensation Upon Termination or During Incapacity or Disability.
--------------------------------------- ------------------------

i. During any period that Employee fails to perform his duties as a
result of incapacity due to physical or mental illness (other than an incapacity
which constitutes Disability), Employee shall continue to receive his full base
salary at the rate then in effect, his bonus, and all compensation paid during
the period until this Agreement is terminated by the Company for Incapacity.
During any period that Employee fails to perform his duties as a result of
Disability, Employee shall continue to receive his full base salary at the rate
then in effect, his bonus and all compensation paid during the period until the
earlier of (a) the date on which Employee furnishes the Notice of Termination
referred to in Section h of the definition of "Good Reason" or (b) the last day
for furnishing such Notice of Termination. In either case, Employee's benefits
(in addition to any benefits otherwise payable hereunder in the case of
Disability) shall thereafter be determined in accordance with the Company's
welfare benefit programs then in effect.

<PAGE>

ii. If employment shall be terminated for Cause, the Company shall pay
Employee his full base salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given and the Company shall have no
further obligations under this Agreement.

iii. If Employee's employment by the Company shall be terminated (a) by
the Company other than for Cause of Incapacity or (b) by Employee for Good
Reason, then Employee shall be entitled to the benefit provided below:

a. The Company shall pay Employee his full base salary through the
Date of Termination at the rate in effect at the time Notice of Termination is
given;

b. In lieu of any further salary payments to Employee for periods
subsequent to the Date of Termination, the Company shall pay as severance pay,
not later than the fifth day following the Date of Termination, a lump sum
severance payment (the "Severance Payment") equal to 2.99 times the average of
the annual compensation which was payable to Employee by the Company and
includible in employee's gross income for Federal income tax purposes for the
five calendar years preceding the calendar year in which a Change of Control
occurred. Compensation payable to Employee by the Company shall include every
type and form of compensation includible in Employee's gross income in respect
of his employment by the Company, including compensation income recognized as a
result of Employee's exercise of stock options or sale of the stock so acquired.

c. The Severance Payment shall be reduced (but not below zero) by
the amount of any other payment or the value of any benefit received or to be
received by Employee in connection with a Change of Control or Employee's
termination of employment unless (i) Employee shall have effectively waived his
receipt of enjoyment of such payments or benefit prior to payment of the
Severance Payment, or (ii) in the opinion of tax counsel selected by the
Auditors (and acceptable to Employee) (a) such other payment or benefit does not
constitute a "parachute payment" within the meaning of the applicable sections
of the Internal Revenue Code (the "Code") or (b) the Severance Payment (in its
full amount or as reduced under this paragraph) plus all other payment or
benefits which constitute "parachute payments" within the meaning of

<PAGE>
applicable sections of the Code are reasonable compensation for services
actually rendered, within the meaning of applicable sections of the Code.

d. In addition to all other amounts payable to Employee under this
Subsection (iii), Employee shall be entitled to receive all benefits payable
under any plan or agreement relating to retirement benefits or to compensation
previously earned and not yet paid in accordance with the respective terms of
such plans or agreements.

11. Cooperation With Employer. Following any termination of this
-------------------------
Agreement, Employee shall fully cooperate with Company in all matters relating
to the winding up of his pending work on behalf of Company and to the orderly
transfer of any such pending work to other employees of Company as may be
designated by Company.

12. Intellectual Property Rights. All right, title and interest of every
----------------------------
kind and nature whatsoever, whether now known or unknown, in and to any
intellectual property, including any inventions, patents, trademarks,
copyrights, films, scripts, ideas, plans, creations and properties invented,
created, written, developed, furnished, produced or disclosed by Employee, in
the course of rendering Employee's services to Company under this Agreement
shall, as between the parties hereto, be and remain the sole and exclusive
property of Company for any and all purposes and uses whatsoever, and Employees
shall have no right, title or interest of any kind or nature therein or thereto,
or in and to any results and proceeds therefrom.

13. Return of Property. Upon termination of this Agreement, regardless of
------------------
how termination may be effected, or whenever requested by Company, Employee
shall immediately turn over to Company all of Company's property, including all
items used by Employee in rendering services hereunder or otherwise, that may be
in the Employee's possession or under his control.

14. Governing Law. This Agreement is made and entered into in the State
-------------
of Michigan, and the laws of Michigan shall govern its validity and
interpretation and the performance by the parties hereto of their respective
duties and obligations hereunder.

15. Entire Agreement. This instrument contains the entire
----------------

<PAGE>
agreement of the parties. It may not be changed orally but only by an agreement
in writing signed by both parties.

16. Notices. Any notice, request, demand or other communication hereunder
-------
shall be in writing and shall be deemed to be duly given when personally
delivered to an officer of the Company or to Employee, as the case may be, or
when delivered by mail at the following address:

TO COMPANY: TO EMPLOYEE:

President Eli Shapiro
NuVision, Inc. 3110 Hawthorne
P.O. Box 2600 Flint, MI 48503
Flint, MI 48501

17. Section Headings. Section and other headings contained in this
----------------
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

18. Partial Invalidation. Should any valid federal or state law or final
--------------------
determination of any administrative agency or court of competent jurisdiction
affect any provision of this Agreement, the provision or provisions so affected
shall be automatically conformed to the law or determination and otherwise this
Agreement shall continue in full force and effect.

19. Successors and Assigns. This Agreement shall inure to the benefit of
----------------------
and be binding upon the successors and assigns (including successive, as well as
immediate, successors and assigns) of the Company. The obligations of this
Agreement may not, however, be transferred by the Company. If the Company
transfers to any other Person substantially all of its business and assets by
merger, consolidation, sale of assets or otherwise, the Company must transfer
its obligations hereunder to such other Person and such other Person must accept
such transfer and assume the obligations of the Company imposed hereby. Company
shall notify the Employee in writing within the thirty (30) day period following
any transfer of business and assets that the transferee has accepted the
transfer and assumption of the Company's obligations under this Agreement. This
Agreement shall inure to the benefit of and be binding upon the heirs and
assigns (including successive, as well as immediate, assigns) of Employee. The
rights

<PAGE>
of Employee under this Agreement may be assigned only to his personal
representative or by will or pursuant to applicable laws of descent and
distribution. If Employee should die while any amount would still be payable to
Employee under this Agreement if Employee had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with this
Agreement to Employee's personal representative or by will or pursuant to
applicable laws of descent and distribution.

20. Supersession. This Agreement, upon its execution by both parties,
------------
shall supersede the Employment Agreement as of the Effective Date.

NUVISION, INC.

By: /S/ JONATHAN E. RAVEN
--------------------------
Jonathan E. Raven
Its: Executive Vice President

/S/ ELI SHAPIRO
------------------------------
Eli Shapiro

EXHIBIT 2.2

EMPLOYMENT AGREEMENT
--------------------

This Employment Agreement ("Agreement") is made
as of the 12th day of June, 1991, between NUVISION, INC., a Michigan corporation
("Company"), and JONATHAN E. RAVEN, an individual residing at 2556 Dustin,
Okemos, MI ("Employee").

RECITALS
--------

1. The Company is engaged in the business of optical retailing. Employee
is currently employed as President Chief operating Officer of Company pursuant
to an employment agreement (the "Employment Agreement") dated June 18, 1988 and
as amended on April 17, 1989, and March 1, 1990.

2. Employee possesses unique skills, knowledge, and experience relating
to the Company's business.

3. The Company wishes to continue to secure the services of Employee as
President Chief Operating Officer, and Employee wishes to perform such services
for Company on the terms and conditions hereinafter set forth.

4. The Company also wishes to be assured of the objectivity of Employee
in evaluating any potential offers the effect of which would be a change of
control of the Company, and in advising whether he believes any potential change
of control is in the best interests of the Company and its shareholders.
Company further wishes to be assured of the dedication of Employee to maximizing
the value to be received by shareholders of the Company in the circumstances of
negotiating or otherwise responding to any proposed change of control, and to be
assured of the continuity of Employee during such time as any proposed change of
control is under negotiation or otherwise pending.

5. Board of Directors, which has approved the execution of this
Agreement) and Employee wish to execute this Agreement.

AGREEMENT
---------

<PAGE>

The parties agree as follows:

"Auditors" means the independent auditing firm retained by the Company as
of the time immediately preceding a Change of Control.

"Board" means the Board of Directors of the Company.

"Cause" means (i) the willful and continued failure by Employee to
substantially perform his duties hereunder; (ii) any willful, intentional, or
grossly negligent act by Employee having the demonstrable effect of
substantially injuring the reputation or business of the Company; or (iii)
conviction of Employee of any crime which constitutes a felony. No act, or
failure to act, on Employee's part shall be considered "willful" unless done, or
not done, by Employee not in good faith and without reasonable belief that the
act or omission was in the best interest of the Company. Notwithstanding the
foregoing, Employee shall not be deemed to have been terminated for Cause unless
and until the Company shall have delivered to Employee a copy of a resolution
duly adopted by the affirmative vote of not less than three quarters of the
entire Board at a meeting of the Board called and held for the purpose (after
reasonable notice to Employee and an opportunity for Employee, together with
counsel selected by Employee, to be heard before the Board), finding that in the
good faith opinion of the Board Employee engaged in the conduct set forth above
in clauses (i), (ii), and (iii) in the first sentence of this subsection and
specifying the particulars thereof in detail.

"Change of Control" means any of the following (whether consisting of one
event or a series of events) subsequent to the Effective Date: (a) the
acquisition (or disclosure of the previous acquisition of) by any Person of the
ownership (of record or beneficial) and/or voting rights in respect of shares of
the Company's outstanding stock of any class which results in such Person
possessing or having the right to possess, in the aggregate, 30 percent or more
of the total voting power exercisable by all the Company's shareholders (for
purposes of the foregoing, 'acquisition' shall not include any acquisition by
gift, will, or by the laws of descent and distribution); or (b) the merger by
the Company into or the consolidation by the Company with any Person

<PAGE>
which will result in the shareholders of Company immediately prior to such
merger or consolidation possessing less than 70% of the total voting power
exercisable by all of the shareholders of the surviving or resulting corporation
or other entity; or (c) the transfer by the Company of all or substantially all
of its assets to any Person; or (d) when at least half of the members of the
Board are not Incumbent Directors.

"Competitive Business" means any business of optical retailing (other than
a business of Company) in any state in which the Company does business.

"Confidential Information" means with, respect to the affairs of the
Company, any information, data, figures, sales figures, -projections, estimates,
customer lists, tax records, personnel history, accounting procedures,
promotions, manuals, procedures, and any writings or conversations concerning
the foregoing.

"Effective Date" means June 12, 1991.

"Expiration Date" means June 30, 1992.

"Person" means any person (other than Employee), firm,

<PAGE>
corporation, partnership, joint venture, or other entity or an affiliated group
including any Person (other than Employee).

2. Employment. The Company hereby agrees to continue to employ Employee
----------
as President Chief operating officer of the Company. Employee shall devote full
time and attention (during normal business hours) exclusively to the performance
of his duties hereunder. Employee will perform his duties faithfully,
competently, diligently, and to the best of his ability, and subject to all of
Company's policies, rules and regulations from time to time applicable to its
employees. Employee shall not be required to relocate or to perform services
(apart from normal travel incidental to the performance of Employee's duties)
under this Agreement outside of a 50-mile radius of Flint, Michigan. Employee
further agrees that subject to the terms and conditions of this Agreement, in
the event of a Potential Change of Control, Employee will not cease employment
with the Company for a period of six months from the occurrence of such
Potential Change of Control.

3. Term. The term of this Agreement shall commence on the Effective Date
----
and expire on the Expiration Date unless sooner terminated pursuant to Section
6. Following the Expiration Date, this Agreement shall continue for successive
one-year terms unless cancelled pursuant to Section 8 or terminated pursuant to
Section 6.

4. Compensation. As full compensation for the services of Employee,
------------
Company shall provide Employee with the following salary and benefits:

a. Base Salary. Base salary, payable in monthly installments in
-----------
advance at the annual rate of $175,000.

<PAGE>

b. Plans. Participation in the incentive compensation plans and the
-----
stock option and stock appreciation rights plan of Company.

c. Expenses. Reimbursement for necessary and reasonable business
--------
expenses incurred by Employee in his employment.

d. Fringe Benefits. Participation in all employee benefit plans and
---------------
arrangements commensurate with Employee's position and length of service which
are presently or hereafter made generally available to full-time employees of
the Company, including, but not limited to, full-time use of Company's
automobiles. Company also agrees to pay Employee's dues for the Michigan and
American Bar Associations.

e. Vacation. Four weeks of paid vacation each year.
--------

6. Termination. This Agreement and Company's unaccrued obligations
-----------
hereunder shall terminate as follows:

a. Death. Upon death of Employee.
-----

c. Cause. Company may terminate this Agreement for Cause at any
-----
time effective immediately upon notice to Employee.

7. Compensation upon Termination or During Incapacity. During any period
--------------------------------------------------
that Employee fails to perform his duties as a result of Incapacity, Company
shall continue to pay base salary (and Employee shall be entitled to all other
benefits and provisions under this Agreement) at the rate in effect at the

<PAGE>
commencement of such Incapacity until this Agreement is terminated pursuant to
Section 6(b); provided, however, that the obligations of Company under this
Section 7 shall be reduced by the amount of any disability income insurance
payments or workers compensation payments Employee may receive during Incapacity
under any state plan or policy carried by Company of which Employee is a
beneficiary. Upon termination of employment, this Agreement shall terminate and
Company shall have no further obligation to Employee except to the extent
Employee is otherwise entitled to any accrued payments or benefits hereunder or
under any benefit plan or program of Company.

8. Cancellation.
------------

a. By Employee. By notice to Company, Employee may, at any time and
-----------
for any reason, cancel (subject to the terms of Section 8c) this Agreement
effective six months (the "Cancellation Date") from the date of the notice (the
"Notice Date").

b. By Company. By notice to Employee, Company may, at any time and
----------
for any reason, cancel (subject to the terms of Section 8c) this Agreement
effective twelve months (also, the "Cancellation Date") from the date of the
notice (also, the "Notice Date").

c. Continuing Obligations and Status.
---------------------------------

i. Salary and Fringe Benefits. Following cancellation pursuant
--------------------------
to Section 8a, Company shall, subject to Section 8c) continue (1) for and during
the six-month period following the Cancellation Date, to pay Employee his salary
"Salary") in effect as of the Notice Date, and (2) for the 12-month period (the
"Severance Period") following the Cancellation Date, to provide Employee all his
fringe benefits in effect as of the Notice Date. Following cancellation
pursuant to Section 8b, Company shall, for and during the Severance Period, pay
(subject to Section 8civ) Employee Salary and provide all his fringe benefits in
effect as of the Notice Date.

ii. Payments. Following any cancellation under this Section 8,
--------
Company shall pay Employee $50,000 upon the Cancellation Date. In addition,
Employee shall be entitled to payment under Section 10 if (and only if) a Change
of Control occurs prior to the Cancellation Date.

<PAGE>

iii. Bonus. Subject to the terms of the then-current incentive
-----
compensation plan, Employee shall, following any cancellation under this Section
8, be entitled to his annual bonus (pro-rated, as described below) for the last
calendar year in which Employee either (i) was employed by Company or (ii)
offered to continue employment with Company, provided that Employee shall be so
entitled if and only if Employee either is employed or offers to continue
employment through June 30 of the calendar year in question. The bonus will be
equitably pro-rated on the basis of the number of days in the calendar year that
the employee is employed or offers to be employed.

iv. Separation Incentive. If Employee, during the Severance
--------------------
Period, obtains other employment, Employee will (prior to beginning such
employment) notify Company of the date (the "New Employment Date") Employee will
begin new employment. Employee will then be entitled to receive an amount ( the
"Separation Incentive") defined below.

(a) Separation Incentive. The Separation Incentive will be
--------------------
50% of the Salary Employee would otherwise have received for the period
commencing the New Employment Date through the end of the Severance Period.

(b) Payment of Separation Incentive. Company will pay
-------------------------------
Separation Incentive to Employee in equal installments, with the first
installment due on the first day of the first month following the New Employment
Date, and each subsequent installment shall be due on the first day of each
subsequent month remaining in the Severance Period.

(c) Entitlement to Benefits. Effective the New Employment
-----------------------
Date, Employee will no longer be entitled to Salary or fringe benefits.
Notwithstanding the foregoing, Employee will (a) at any time up to thirty days
following the New Employment Date, have the option to buy his Company car at its
then-current book value and (b) be entitled to continuation of health and
medical coverage (for Employee and his family) from Company through the earlier
of (i) 90 days following the New Employment Date and (ii) the date such coverage
begins for Employee at his new employment.

<PAGE>
access to and knowledge of Confidential Information; (ii) the disclosure of any
of the Confidential Information to existing or potential competitors of the
Company would place the Company at a serious competitive disadvantage; (iii) by
Employee's training, experience and expertise, Employee's service to the Company
will be special and unique; and (iv) if Employee leaves the Company's employ to
work for a Competitive Business, in any capacity, it would cause the Company
irreparable harm. Accordingly, Employee agrees that during the term of this
Agreement and (a) in the case of cancellation pursuant to Section 8, through the
Severance Period or (b) in the case of termination under Section 6, six months
from Employee's last day of employment:

a. Employee will not communicate, divulge, or disclose any
Confidential Information to any Person other than an agent, employee, or
director of Company.

Notwithstanding anything to the contrary in this Agreement, Employee shall,
at any time, be permitted to copy for his personal or professional use all legal
forms or materials (including, without limitation, research files) which he has
used or developed in connection with his employment.

10. Payment Upon Change of Control. Upon a Change of Control, Company
------------------------------
shall immediately pay Employee $250,000 or (at the option of Company) execute
and deliver to Employee a promissory note (in form and substance reasonably
acceptable to Employee) in favor of Employee, in the principal amount of
$250,000, bearing simple interest of 10% per annum, and providing for
twenty-four consecutive and equal monthly payments of principal, plus interest
on the outstanding amount, with the first payment due on the first day of the
first month following the Change of Control and each subsequent payment due on
the first day of each subsequent month. The note will provide that (a) default
by Company in timely remitting any payment shall accelerate the remaining
balance and (b) Employee shall be entitled to recover all costs and fees
incurred in collection thereof.

11. Cooperation With Employer. Following any termination of this
-------------------------
Agreement, Employee shall fully cooperate with Company in all

<PAGE>
matters relating to the winding up of his pending work on behalf of Company and
to the orderly transfer of any such pending work to other employees of Company
as may be designated by Company.

15. Entire Agreement. This instrument contains the entire agreement of
----------------
the parties. It may not be changed orally but only by an agreement in writing
signed by both parties.

16. Notices. Any notice, request, demand or other communication hereunder
-------
shall be in writing and shall be deemed to be duly given when personally
delivered to an officer of Company or to Employee, as the case may be, or when
delivered by certified mail (return receipt requested) at the following address:

TO COMPANY: TO EMPLOYEE:

Chairman of the Board Jonathan E. Raven
NuVision, Inc. 2556 Dustin
P.O. Box 2600 Okemos, MI 48864
Flint, MI 48501

<PAGE>

18. Attorney Fees. In the event of any litigation arising out of this
-------------
Agreement, the non-prevailing party will pay the expenses of the prevailing
party, including, without limitation, reasonable attorney fees.

19. Partial Invalidation. Should any valid federal or state law or final
--------------------
determination of any administrative agency or court of competent jurisdiction
affect any provision of this Agreement, the provision or provisions so affected
shall be automatically conformed to the law or determination and otherwise this
Agreement shall continue in full force and effect.

20. Successors and Assigns. This Agreement shall inure to the benefit of
----------------------
and be binding upon the successors and assigns (including successive, as well as
immediate, successors and assigns) of the Company. The obligations of this
Agreement may not, however, be transferred by the Company. If the Company
transfers to any other Person substantially all of its business and assets by
merger, consolidation, sale of assets or otherwise, the Company must transfer
its obligations hereunder to such other Person and such other Person must accept
such transfer and assume the obligations of the Company imposed hereby. Company
shall notify the Employee in writing within the thirty (30) day period following
any transfer of business and assets that the transferee has accepted the
transfer and assumption of the Company's obligations under this Agreement. This
Agreement shall inure to the benefit of and be binding upon the heirs and
assigns (including successive, as well as immediate, assigns) of Employee. The
rights of Employee under this Agreement may be assigned only to his personal
representative or by will or pursuant to applicable laws of descent and
distribution. If Employee should die while any amount would still be payable to
Employee under this Agreement if Employee had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with this
Agreement to Employee's personal representative or by will or pursuant to
applicable laws of descent and distribution.

21. Supersession. This Agreement, upon its execution by both parties;
------------
shall supersede the Employment Agreement as of the Effective Date.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed to be effective as of the Effective Date.

NUVISION, INC.

By: /S/ ELI SHAPIRO
--------------------------
Eli Shapiro
Its: Chairman of the Board

/S/ JONATHAN E. RAVEN
------------------------------
Jonathan E. Raven

<PAGE>
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

First Amendment made as of January 1, 1992, by and between NUVISION, INC.,
a Michigan corporation ("Company"), and JONATHAN E. RAVEN ("Employee").

RECITALS

A. Pursuant to an employment agreement (the "Employment Agreement") dated
as of June 12, 1991, Company continued to employ Employee as President Chief
Operating officer.

B. The parties wish to amend the Employment Agreement to take into
account a new base salary of Employee.

AGREEMENT

The parties agree as follows:

1. SALARY. Effective January 1, 1992, the base salary of Employee is
$187,500.

2. RATIFICATION. In all other respects, the parties affirm and ratify
the Employment Agreement.

NUVISION, INC.

/S/ JONATHAN E. RAVEN By: /S/ ELI SHAPIRO
- --------------------------- -------------------------
Jonathan E. Raven Eli Shapiro
Its: Chairman of the Board

<PAGE>
Second Amendment to Employment Agreement
----------------------------------------

Second Amendment (the "Amendment") made as of January 4, 1994, by and
between NUVISION, INC., a Michigan corporation ("Company"), and JONATHAN E.
RAVEN ("Employee").

Recitals
--------

A. Pursuant to an employment agreement (the "Employment Agreement") dated
as of June 12, 1991 and amended as of January 1, 1992, Company continued to
employ Employee as President Chief Operating Officer.

B. The parties wish to amend the Employment Agreement.

Agreement
---------

1. Salary. Effective January 1, 1994, the base salary of Employee shall
------
be $195,000.

2. The paragraph entitled "Change of Control" shall be replaced by the
-------------------
following:

Change of Control. "Change of Control" means any of the following (whether
-----------------
consisting of one event or a series of events) subsequent to the Effective Date:
(a) the acquisition (or disclosure of the previous acquisition of) by any Person
of the ownership (of record or beneficial) and/or voting rights in respect of
shares of the Company's outstanding stock of any class which results in such
Person possessing or having the right to possess, in the aggregate, 40% or more
of the total voting power exercisable by all the Company's shareholders (for
purposes of the foregoing, "acquisition" shall not include any acquisition by
gift, will, or by the laws of descent and distribution); or (b) the merger by
the Company into or the consolidation by the Company with any Person which will
result in the shareholders of Company immediately prior to such merger or
consolidation possessing less than 60% of the total voting power exercisable by
all the shareholders of the surviving or resulting corporation or other entity;
or (c) the transfer by the Company of all or substantially all of its assets to
any Person; or (d) when at least half of the members of the Board are not
Incumbent Directors.

Notwithstanding the foregoing, in the event that any current

<PAGE>
shareholder who possesses or has the right to possess, in the aggregate, more
than 35% of the total voting power exercisable by all the Company's shareholders
ceases to possess or has the right to possess, in the aggregate, at least 30% of
the same, and another Person, whether or not a shareholder as of the Effective
Date, attains the right to possess or has the right to possess, in the
aggregate, or actually possesses or controls, more than 35% of the same, then a
Change of Control shall be deemed to have occurred.

3. Cancellation. The following parts only of Section 8 ("Cancellation")
------------
of the Employment Agreement shall be replaced by the following language:

a. By Employee. by notice to Company, Employee may, at any time and
-----------
for any reason, cancel (subject to the terms of Section 8c of the Employment
Agreement) this Amendment effective any time (the "Cancellation Date").

b. By Company. By notice to Employee, Company may, at any time and
-----------
for any reason, cancel (subject to the terms of Section 8c of the employment
Agreement) this Agreement effective immediately (the "Cancellation Date" or
Notice Date").

c. Continuing Obligations and Status.
---------------------------------

i. Salary and Fringe Benefits. Following cancellation pursuant
--------------------------
to Section 8a of the Employment Agreement, should Company request Employee to
defer the cancellation of this Agreement for up to six months, then for each
month Employee agrees to and does defer the cancellation at the request of the
Company, Company shall continue (1) to pay to Employee, during the corresponding
period after the Cancellation Date, his salary ("Salary") in effect as of the
Notice Date, and (2) for a corresponding period (the "Severance Period")
following the Cancellation Date, to provide Employee all his fringe benefits in
effect as of the Notice Date. Notwithstanding the foregoing, in the event
Employee enters new employment during the Severance Period and Employee and his
family become eligible to participate in another equivalent health and medical
plan, then the Company shall no longer be obligated to provide such coverage to
Employee or his family. Following cancellation pursuant to Section 8b of the
Employment Agreement, Company shall, for and during the Severance Period, pay
(subject to Section 8civ of the Employment Agreement) Employee Salary and
provide all his fringe benefits as of the Notice Date.

<PAGE>

ii. Payments. Following any cancellation under Section 8 of the
--------
Employment Agreement, Company shall pay Employee $50,000 upon the Cancellation
Date. In addition, Employee shall be entitled to payment under Section 10 of
the Employment Agreement if (and only if) a Change of Control occurs prior to
the Cancellation Date. Following cancellation pursuant to Section 8b, during
the Severance Period, any stock options granted to Employee prior to the
Cancellation Date shall remain in effect; and, in the event a Change of Control
should occur prior to or during the Severance Period, the Company shall be
obligated to pay to Employee the amount called for in Section 10 of this
Amendment, entitled "Payment Upon Change of Control."

iii. Bonus. Subject to the terms of the then-current incentive
-----
compensation plan, Employee shall, following any cancellation under this Section
8 of the Employment agreement, be entitled to his annual bonus (pro-rated, as
described below) for the last calendar year in which Employee either (i) was
employed by Company or (ii) offered to continue employment with Company,
provided that Employee shall be so entitled if and only if Employee either is
employed or offers to continue employment through June 30 of the calendar year
in question. The bonus will be equitably pro-rated on the basis of the number
of days in the calendar year that Employee is employed or offers to be employed.

iv. Option to Purchase Car. At any time within 30 days after the end
----------------------
of the Severance Period, Employee shall have the option to buy his Company car
at its then-current depreciated value on the Company's Books.

4. Ratification. In all other respects, the parties affirm and ratify
------------
the Employment Agreement.

EMPLOYEE: NUVISION, INC.

/S/ JONATHAN E. RAVEN By: /S/ ELI SHAPIRO
- --------------------------- -------------------------
Jonathan E. Raven Eli Shapiro
Its: Chairman of the Board

<PAGE>
Third Amendment to Employment Agreement
---------------------------------------

Third Amendment (the "Amendment") made as of January 1, 1995, by and
between NuVision, Inc., a Michigan corporation ("Company"), and Jonathan E.
Raven ("Employee").

Recitals
--------

A. Pursuant to an employment agreement (the "Employment Agreement") dated
as of June 12, 1991, Company continued to employ Employee as President Chief
Operating Officer.

B. The parties wish to amend the Employment Agreement to take into
account a new base salary of Employee.

Agreement
---------

1. Salary. Effective January 1, 1995, the base salary of Employee shall
------
be $208,650.

2. Life Insurance. Employee shall receive life insurance in the total
--------------
amount of $350,000.

3. Disability Insurance. Employee shall receive a long-term disability
--------------------
insurance providing 70% of regular earnings to a maximum of $10,000 per month.

4. Ratification. In all other respects, the parties affirm and ratify
------------
the Employment Agreement.

EMPLOYEE: NUVISION, INC.

/S/ JONATHAN E. RAVEN By: /S/ ELI SHAPIRO
- --------------------------- -------------------------
Jonathan E. Raven Eli Shapiro
Its: Chairman of the Board

EXHIBIT 2.3

EMPLOYMENT AGREEMENT
--------------------

This Employment Agreement ("Agreement") is made as of the 1st day of
October, 1991, between NUVISION, INC., a Michigan corporation ("Company"),
and STEPHEN L. HIRSCH, an individual residing at 1698 Foresthill Dr.,
Rochester Hills, MI ("Employee").

RECITALS
--------

1. The Company is engaged in the business of optical retailing.
Employee is currently employed as Senior Vice President Finance and
Administration of Company pursuant to an employment agreement (the
"Employment Agreement") dated January 13, 1991.

2. Employee possesses unique skills, knowledge, and experience
relating to the Company's business.

3. The Company wishes to continue to secure the services of Employee
in his current capacity, and Employee wishes to perform such services for
Company on the terms and conditions hereinafter set forth.

4. The Company also wishes to be assured of the objectivity of
Employee in evaluating any potential offers the effect of which would be a
change of control of the Company, and ;in advising whether he believes any
potential change of control is in the best interests of the Company and its
shareholders. Company further wishes to be assured of the dedication of
Employee to maximizing the value to be received by shareholders of the
Company in the circumstances of negotiating or otherwise responding to any
proposed change of control, and to be assured of the continuity of Employee
during such time as any proposed change of control is under negotiation or
otherwise pending.

5. Accordingly, the Company (through the Compensation Committee of the
Board of Directors, which has approved or will ratify the execution of this
Agreement) and Employee wish to execute this Agreement.

AGREEMENT
---------

<PAGE>

The parties agree as follows:

1. Definitions. As used in this Agreement, the terms identified below
-----------
shall have the meanings indicated and variants and derivatives of the
following terms shall have correlative meanings.

"Auditors" means the independent auditing firm retained by the Company
as of the time immediately preceding a Change of Control.

"Board" means the Board of Directors of the Company.

"Cause" means (i) the willful and continued failure by Employee to
substantially perform his duties hereunder; (ii) any willful, intentional, or
grossly negligent act by Employee having the demonstrable effect of
substantially injuring the reputation or business of the Company; or (iii)
conviction of Employee of any crime which constitutes a felony. No act, or
failure to act, on Employee's part shall be considered "willful" unless done,
or not done, by Employee not in good faith and without reasonable belief that
the act or omission was in the best interest of the Company. Notwithstanding
the foregoing, Employee shall not be deemed to have been terminated for Cause
unless and until the Company shall have delivered to Employee a copy of a
resolution duly adopted by the affirmative vote of not less than three
quarters of the entire Board at a meeting of the Board called and held for
the purpose (after reasonable notice to Employee and an opportunity for
Employee, together with counsel selected by Employee, to be heard before the
Board), finding that in the good faith opinion of the Board Employee engaged
in the conduct set forth above in clauses (i), (ii), and (iii) in the first
sentence of this subsection and specifying the particulars thereof in detail.

"Change of Control" means any of the following (whether consisting of
one event or a series of events) subsequent to the Effective Date: (a) the
acquisition (or disclosure of the previous acquisition of) by any Person of
the ownership (of record or beneficial) and/or voting rights in respect of
shares of the Company's outstanding stock of any class which results in such
Person possessing or having the right to possess, in the aggregate, 30
percent or more of the total voting power exercisable by all the Company's
shareholders (for purposes of the foregoing, "acquisition" shall not include
any acquisition by gift, will, or by the laws of descent and distribution);
or (b) the merger by the

<PAGE>

Company into or the consolidation by the Company with any Person which will
result in the shareholders of Company immediately prior to such merger or
consolidation possessing less than 70% of the total voting power exercisable
by all of the shareholders of the surviving or resulting corporation or other
entity; or (c) the transfer by the Company of all or substantially all of its
assets to any Person; or (d) when at least half of the members of the Board
are not Incumbent Directors.

"Competitive Business" means any business of optical retailing (other
than a business of Company) in any state in which the Company does business.

"Confidential Information" means with, respect to the affairs of the
Company, any information, data, figures, sales figures, projections,
estimates, customer lists, tax records, personnel history, accounting
procedures, promotions, manuals, procedures, and any writings or
conversations concerning the foregoing.

"Effective Date" means October 1, 1991.

"Expiration Date" means June 30, 1992.

"Incapacity" means incapacity due to physical or mental illness (other
than an incapacity which constitutes a Disability), as a result of which
Employee has been receiving payments under the Company's long-term disability
income plan, or any substitute plan adopted prior to a Change of Control, for
a period of twelve (12) consecutive months. Company may terminate employment
for Incapacity if , within thirty (30) days after written notice of
termination is given, Employee shall not have returned to the full-time
performance of his duties.

"Incumbent Directors" means (a) the members of the Board as of the
Effective Date and (b) any individual who subsequently becomes a member of
the Board if his election or nomination for election as a director was
approved by a vote of at least a majority of the

<PAGE>

then Incumbent Directors.

"Person" means any person (other than Employee), firm, corporation,
partnership, joint venture, or other entity or an affiliated group including
any Person (other than Employee).

2. Employment. The Company hereby agrees to continue to employ
----------
Employee as Senior vice President Finance and Administration of the Company.
Employee shall devote full time and attention (during normal business hours)
exclusively to the performance of his duties hereunder. Employee will
perform his duties faithfully, competently, diligently, and to the best of
his ability, and subject to all of Company's policies, rules and regulations
from time to time applicable to its employees. Employee shall not be
required to relocate or to perform services (apart from normal travel
incidental to the performance of Employee's duties) under this Agreement
outside of a 50-mile radius of Flint, Michigan.

3. Term. The term of this Agreement shall commence on the Effective
----
Date and expire on the Expiration Date unless sooner terminated pursuant to
Section 6. Following the Expiration Date, this Agreement shall continue for
successive one-year terms unless cancelled pursuant to Section 8 or
terminated pursuant to Section 6.

4. Compensation. As full compensation for the services of Employee,
------------
Company shall provide Employee with the following salary and benefits:

a. Base Salary. Base salary, payable in monthly installments in
-----------
advance at the annual rate of $125,000.

b. Plans. Participation in the incentive compensation plans and
-----
the stock option and stock appreciation rights plan of Company.

c. Expenses. Reimbursement for necessary and reasonable business
--------
expenses incurred by Employee in his employment.

d. Fringe Benefits. Participation in all employee benefit plans
---------------
and arrangements commensurate with Employee's position and length of service
which are presently or hereafter

<PAGE>

made generally available to full-time employees of the Company, including,
but not limited to, full-time use (effective January 1, 1992) of Company's
automobiles.

e. Vacation. Four weeks of paid vacation each year.
--------

f. Bonus Reduction. Employee's bonus compensation will be
---------------
reduced by an aggregate amount (the "Reimbursed Amount") equal to: (a) the
amount reimbursed by Company for settlement costs in connection with the sale
of Employee's Maryland home and purchase of his Michigan home less (b)
$7,000. For the first year of employment, an amount equal to the lesser of
(a) 25% of Employee's bonus compensation and (b) 25% of the reimbursed Amount
will be deducted from Employee's bonus compensation. This procedure will be
repeated each of the three subsequent years. After the third such
repetition, Employee's bonus compensation will no longer be subject to
reduction pursuant to this Section 4f.

5. Deductions. The Company shall have the right to deduct from the
----------
compensation payable to Employee social security taxes, and all federal,
state and municipal taxes and charges as may now be in effect or which may
hereafter be required as charges on the compensation of Employee.

6. Termination. This Agreement and Company's unaccrued obligations
-----------
hereunder shall terminate as follows:

a. Death. Upon death of Employee.
-----

b. Incapacity. If, as a result of Employee's incapacity due to
----------
physical or mental illness, Employee shall be absent from his duties
hereunder for twelve (12) consecutive months, and if, within 30 days after
written notice of the Company's intention to terminate this Agreement,
Employee shall not return to the satisfactory performance of his duties on a
full-time basis, Company may terminate this Agreement for "Incapacity."

c. Cause. Company may terminate this Agreement for Cause at any
-----
time effective immediately upon notice to Employee.

7. Compensation upon Termination or During Incapacity. During any
--------------------------------------------------
period that Employee fails to perform his duties as a result of Incapacity,
Company shall continue to pay base salary

<PAGE>

(and Employee shall be entitled to all other benefits and provisions under
this Agreement) at the rate in effect at the commencement of such Incapacity
until this Agreement is terminated pursuant to Section 6(b); provided,
however, that the obligations of Company under this Section 7 shall be
reduced by the amount of any disability income insurance payments or workers
compensation payments Employee may receive during Incapacity under any state
plan or policy carried by Company of which Employee is a beneficiary. Upon
termination of employment, this Agreement shall terminate and Company shall
have no further obligation to Employee except to the extent Employee is
otherwise entitled to any accrued payments or benefits hereunder or under any
benefit plan or program of Company.

8. Cancellation.
------------

a. By Employee. By notice to Company, Employee may, at any time
-----------
and for any reason, cancel this Agreement effective one month from the date
of the notice.
b. By Company. By notice to Employee, Company may, at any time
----------
and for any reason, cancel (subject to the terms of Section 8c) this
Agreement effective twelve months (the "Cancellation Date") from the date of
the notice (the "Notice Date").

c. Continuing Obligations and Status.
---------------------------------

i. Salary and Fringe Benefits. Following cancellation
--------------------------
pursuant to Section 8b, Company shall, for and during the 12-month period
(the "Severance Period") following the Cancellation Date, pay (subject to
Section 8civ) Employee his salary ("Salary") and provide all his fringe
benefits in effect as of the Notice Date.

ii. Change of Control Payment. Employee shall be entitled to
-------------------------
payment pursuant and subject to the terms of section 10 if ( and only if) a
Change of Control occurs prior to the Cancellation Date.

iii. Bonus. Subject to the terms of the then-current
-----
incentive compensation plan, Employee shall, following any cancellation under
this Section 8, be entitled to his annual bonus (pro-rated, as described
below) for the last calendar year in

<PAGE>

which Employee either (i) was employed by Company or (ii) offered to continue
employment with Company, provided that Employee shall be so entitled if and
only if Employee either is employed or offers to continue employment through
June 30 of the calendar year in question. The bonus will be equitably
pro-rated on the basis of the number of days in the calendar year that the
employee is employed or offers to be employed.

iv. Separation Incentive. If Employee, during the Severance
--------------------
Period, obtains other employment, Employee will (prior to beginning such
employment) notify Company of the date (the "New Employment Date") Employee
will begin new employment. Employee will then be entitled to receive an
amount (the "Separation Incentive") defined below.

(a) Separation Incentive. The Separation Incentive will
--------------------
be 50% of the Salary Employee would otherwise have received for the period
commencing the New Employment Date through the end of the Severance Period.

(b) Payment of Separation Incentive. Company will pay
-------------------------------
Separation incentive to Employee in equal installments, with the first
installment due on the first day of the first month following the New
Employment Date, and each subsequent installment shall be due on the first
day of each subsequent month remaining in the Severance Period.

(c) Entitlement to Benefits. Effective the New
-----------------------
Employment Date, Employee will no longer 'be entitled to Salary or fringe
benefits. Notwithstanding the foregoing, Employee will (a) at any time up to
thirty days following the New Employment Date, have the option to buy his
Company car at its then-current book value and (b) be entitled to
continuation of health and medical coverage ( for Employee and his family)
from Company through the earlier of (i) 90 days following the New Employment
Date and (ii) the date such coverage begins for Employee at his new
employment.

9. Confidentiality. Employee acknowledges that (i) the business in
---------------
which the Company is engaged is intensely competitive and that employment by
the Company will require that Employee have access to and knowledge of
Confidential Information; (ii) the disclosure of any of the Confidential
Information to existing or

<PAGE>

potential competitors of the Company would place the Company at a serious
competitive disadvantage; (iii) by Employee's training, experience and
expertise, Employee's service to the Company will be special and unique; and
(iv) if Employee leaves the Company's employ to work for a Competitive
Business, in any capacity, it would cause the Company irreparable harm.
Accordingly, Employee agrees that during the term of this Agreement and (a)
in the case of cancellation pursuant to Section 8, through the Severance
Period or (b) in the case of termination under Section 6, six months from
Employee's last day of employment:

a. Employee will not communicate, divulge, or disclose any
Confidential Information to any Person other than an agent, employee, or
director of Company.

10. Payment Upon Change of Control. Six months after a Change of
------------------------------
Control, Company shall (provided that Employee has worked or offered to work
for Company during the six months following the Change of Control)
immediately pay Employee $50,000 (the "Control Payment") or (at the option of
Company) execute and deliver to Employee a promissory note (in form and
substance reasonably acceptable to Employee) in favor of Employee, in the
principal amount of the Control Payment, bearing simple interest of 10% per
annum, and providing for twenty-four consecutive and equal monthly payments
of principal, plus interest on the outstanding amount, with the first payment
due on the first day of the seventh month following the Change of Control and
each subsequent payment due on the first day of each subsequent month. At
January 12, 1991, and upon every succeeding January 12, the Control Payment
will be increased $25,000, up to a maximum of $250,000. The note will
provide that (a) default by Company in timely remitting any payment shall
accelerate the remaining balance and (b) Employee shall be entitled to
recover all costs and fees incurred in collection thereof.

11. Cooperation With Employer, Following any termination of this
------------------------------------------------------------
Agreement. Employee shall fully cooperate with Company in all matters
---------
relating to the winding up of his pending work on behalf of

<PAGE>

Company and to the orderly transfer of any such pending work to other
employees of Company as may be designated by Company.

12. Intellectual Property Rights. All right, title and interest of
----------------------------
every in and nature whatsoever, whether now known or unknown, in and to any
intellectual property, including any inventions, patents, trademarks,
copyrights, films, scripts, ideas, plans, creations and properties invented,
created, written, developed, furnished, produced or disclosed by Employee, in
the course of rendering Employee's services to Company under this Agreement
shall, as between the parties hereto, be and remain the sole and exclusive
property of Company for any and all purposes and uses whatsoever, and
Employees shall have no right, title or interest of any kind or nature
therein or thereto, or in and to any results and proceeds therefrom.

13. Return of Property. Upon termination of this Agreement, regardless
------------------
of how termination may be effected, or whenever requested by Company,
Employee shall immediately turn over to Company all of Company's property,
including all items used by Employee in rendering services hereunder or
otherwise, that may be in Employee's possession or under his control.

14. Governing Law. This Agreement is made and entered into in the
-------------
State of Michigan, and the laws of Michigan shall govern its validity and
interpretation and the performance by the parties hereto of their respective
duties and obligations hereunder.

15. Entire Agreement. This instrument contains the entire agreement of
----------------
the parties. It may not be changed orally but only by an agreement in
writing signed by both parties.

16. Notices. Any notice, request, demand or other communication
-------
hereunder shall be in writing and shall be deemed to be duly given when
personally delivered to an officer of Company or to Employee, as the case may
be, or when delivered by certified mail (return receipt requested) at the
following address:

TO COMPANY: TO EMPLOYEE:
Chairman of the Board Stephen L. Hirsch
NuVision, Inc. 1698 Foresthill Dr.
P.O. Box 2600 Rochester Hills, MI 48306
Flint, MI 48501

<PAGE>

19. Partial Invalidation. Should any valid federal or state law or
--------------------
final determination of any administrative agency or court of competent
--
jurisdiction affect any provision of this Agreement, the provision or
provisions so affected shall be automatically conformed to the law or
determination and otherwise this Agreement shall continue in full force and
effect.

20. Successors and Assigns. This Agreement shall inure to the benefit
----------------------
of and be binding upon the successors and assigns (including successive, as
well as immediate, successors and assigns) of the Company. The obligations
of this Agreement may not, however, be transferred by the Company. If the
Company transfers to any other Person substantially all of its business and
assets by merger, consolidation, sale of assets or otherwise, the Company
must transfer its obligations hereunder to such other Person and such other
Person must accept such transfer and assume the obligations of the Company
imposed hereby. Company shall notify the Employee in writing within the
thirty (30) day period following any transfer of business and assets that the
transferee has accepted the transfer and assumption of the Company's
obligations under this Agreement. This Agreement shall inure to the benefit
of and be binding upon the heirs and assigns (including successive, as well
as immediate, assigns) of Employee. The rights of Employee under this
Agreement may be assigned only to his personal representative or by will or
pursuant to applicable laws of descent and distribution. If Employee should
die while any amount would still be payable to Employee under this Agreement
if Employee had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with this Agreement to
Employee's personal representative or by will or pursuant to applicable laws
of descent and distribution.

21. Supersession. This Agreement, upon its execution by both parties,
------------
shall supersede the Employment Agreement as of the

<PAGE>

Effective Date.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed to be effective as of the Effective Date.

NUVISION, INC.

By: /S/ ELI SHAPIRO
--------------------------
Eli Shapiro
Its: Chairman of the Board

/S/ STEPHEN L. HIRSCH
----------------------
Stephen L. Hirsch

<PAGE>

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

First Amendment made as of January 1, 1992, by and between NUVISION,
INC., a Michigan corporation ("Company"), and STEPHEN L. HIRSCH ("Employee").

RECITALS
--------

A. Pursuant to an employment agreement (the "Employment Agreement")
dated as of October 1, 1991, Company continued to employ Employee as
Executive Vice President.

B. The parties wish to amend the Employment Agreement.

AGREEMENT
---------

1. Salary. Effective January 1, 1994, the base salary of Employee
------
shall be $141,000.

2. The paragraph entitled "Change of Control" shall be replaced by the
-------------------
following:

Change of Control. "Change of Control" means any of the following
-----------------
(whether consisting of one event or a series of events) subsequent to the
Effective Date: (a) the acquisition (or disclosure of the previous
acquisition of) by any Person of the ownership (of record or beneficial)
and/or voting rights in respect of shares of the Company's outstanding stock
of any class which results in such Person possessing or having the right to
possess, in the aggregate, 40% or more of the total voting power exercisable
by all the Company's shareholders (for purposes of the foregoing,
"acquisition" shall not include any acquisition by gift, will, or by the laws
of descent and distribution); or (b) the merger by the Company into or the
consolidation by the Company with any Person which will result in the
shareholders of Company immediately prior to such merger or consolidation
possessing less than 60% of the total voting power exercisable by all the
shareholders of the surviving or resulting corporation or other entity; or
(c) the transfer by the Company of all or substantially all of its assets to
any Person; or (d) when at least half of the members of the Board are not
incumbent Directors.

<PAGE>

Notwithstanding the foregoing, in the event that any current shareholder
who possesses or has the right to possess, in the aggregate, more than 35 %
of the total voting power exercisable by all the Company's shareholders
ceases to possess or has the right to possess, in the aggregate, at least 30%
of the same, and another Person, whether or not a shareholder as of the
Effective Date, attains the right to possess or has the right to possess, in
the aggregate, or actually possesses or controls, more than 35 % of the same,
then a Change of Control shall be deemed to have occurred.

3. Cancellation. The following parts only of Section 8
------------
("Cancellation") of the Employment Agreement shall be replaced by the
following language:

a. By Employee. By notice to Company, Employee may, at any time
-----------
and for any reason, cancel (subject to the terms of Section 8c of the
Employment Agreement) this Amendment effective any time (the "Cancellation
Date").

b. By Company. By notice to Employee, Company may, at any time
----------
and for any reason, cancel (subject to the terms of Section 8c of the
Employment Agreement) this Agreement effective immediately (the "Cancellation
Date" or "Notice Date").

c. Continuing Obligations and Status.
---------------------------------

i. Salary and Fringe Benefits. Following cancellation
--------------------------
pursuant to Section 8a of the Employment Agreement, should Company request
Employee to defer the cancellation of this Agreement for up to six months,
then for each month Employee agrees to and does defer the cancellation at the
request of Company, Company shall continue (1) to pay to Employee during the
corresponding period after the Cancellation Date, his salary ("Salary") in
effect as of the Notice Date, and (2) for a corresponding period (the
"Severance Period") following the Cancellation Date, to provide Employee all
his fringe benefits in effect as of the Notice Date. Notwithstanding the
foregoing, in the event Employee enters new employment during the Severance
Period and Employee and his family become eligible to participate in another
equivalent health and medical plan, then the Company shall no longer be
obligated to provide such coverage to Employee or his family. Following
cancellation pursuant to Section 8b of

<PAGE>

the Employment Agreement, Company shall, for and during the Severance Period,
pay (subject to Section 8civ of the Employment Agreement) Employee Salary and
provide all his fringe benefits as of the Notice Date.

ii. Payments. Following any cancellation under Section 8a of
--------
the Employment Agreement, Employee shall be entitled to payment under Section
10 of the Employment Agreement if (and only if) a Change of Control occurs
prior to the Cancellation Date. Following cancellation pursuant to Section
8b, during the Severance Period, any stock options granted to Employee prior
to the Cancellation Date shall remain in effect; and, in the event a Change
of Control should occur prior to or during the Severance Period, the Company
shall be obligated to pay to Employee the amount called for in Section 10 of
this Amendment, entitled "Payment Upon Change of Control."

iii. Bonus. Subject to the terms of the then-current
-----
incentive compensation plan, Employee shall, following any cancellation under
this Section 8 of the Employment Agreement, be entitled to his annual bonus
(pro-rated, as described below) for the last calendar year in which Employee
either (i) was employed by Company or (ii) offered to continue employment
with Company, provided that Employee shall be so entitled if an only if
Employee either is employed or offers to continue employment through June 30
of the calendar year in question. The bonus will be equitably pro-rated on
the basis of the number of days in the calendar year that Employee is
employed or offers to be employed.

iv. Option to Purchase Car. At any time with 30 days after the
----------------------
end of the Severance Period, Employee shall have the option to buy his
Company car at its then-current depreciated value on the Company's Books.

4. Ratification. In all other respects, the parties affirm and ratify
------------
the Employment Agreement.

EMPLOYEE: NUVISION, INC.

/S/ STEPHEN L. HIRSCH By: /S/ JONATHAN E. RAVEN
--------------------------- --------------------------
Stephen L. Hirsch Jonathan E. Raven,
President

<PAGE>

[This page was left blank per Hard Copy]

<PAGE>

Amendment to Employment Agreement
---------------------------------

Amendment (the "Amendment") made as of January 1, 1995, by and between
NUVISION, INC., a Michigan corporation ("Company"), and STEPHEN L. HIRSCH
("Employee").

Recitals
--------

A. Pursuant to an employment agreement (the "Employment Agreement")
dated as of June 12, 1991, as amended, Company continued to employ Employee
as Executive Vice President Chief Financial Officer.

B. The parties wish to amend the Employment Agreement to take into
account a new base salary of Employee.

Agreement
---------

1. Salary. Effective January 1, 1995, the base salary of Employee
------
shall be $150,870.

2. Life Insurance. Employee shall receive life insurance in the total
--------------
amount of $350,000.

3. Disability Insurance. Employee shall receive a long-term
--------------------
disability insurance providing 70% of regular earnings to a maximum of
$10,000 per month.

4. Ratification. In all other respects, the parties affirm and ratify
------------
the Employment Agreement.

EMPLOYEE: NUVISION, INC.

/S/ STEPHEN L. HIRSCH By: /S/ JONATHAN E. RAVEN
--------------------------- --------------------------
Stephen L. Hirsch Jonathan E. Raven,
President

Exhibit 2.4

SHAREHOLDER AGREEMENT

SHAREHOLDER AGREEMENT, dated as of the 27th day of April, 1995
(this "Agreement"), by and among American Vision Centers, Inc., a New York
corporation ("Parent"), Eli Shapiro, an individual resident of the State of
Michigan, Esther E. Shapiro, an individual resident of the State of
Michigan, Eli Shapiro, in his capacity as trustee of the Eli Shapiro
Revocable Living Trust u/a/d 5/27/93, and Esther E. Shapiro, in her
capacity as trustee of the Esther E. Shapiro Revocable Living Trust u/a/d
5/27/93 (collectively, the "Shareholders").

WHEREAS, the Shareholders are the owners of 1,137,785 shares (the
"Shares") of common stock, par value $0.50 per share (the "Common Stock"),
of NuVision, Inc., a Michigan corporation (the "Company"); and

WHEREAS, Parent, the Company and NI Acquiring Corp., a Michigan
corporation and a wholly owned subsidiary of Parent (the "Purchaser"),
propose to enter into an Agreement and Plan of Merger, dated as of the date
hereof (as amended from time to time, the "Merger Agreement"), which will
provide, among other things, that the Purchaser will make a cash tender
offer (the "Offer") for all of the outstanding shares of Common Stock and
will merge with the Company upon the terms and subject to the conditions
therein (the "Merger"); and

WHEREAS, as a condition to the willingness of Parent and the
Purchaser to enter into the Merger Agreement, Parent has requested that the
Shareholders agree, and in order to induce Parent and the Purchaser to
enter into the Merger Agreement, the Shareholders have agreed, to enter
into this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and
the representations, warranties, covenants and agreements set forth herein,
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1. Representations and Warranties of the Shareholders. Each
--------------------------------------------------
Shareholder represents and warrants to Parent as follows:

(a) If such Shareholder is an individual, such Shareholder
has the legal capacity, power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. If such
Shareholder is a trust, the trust instrument under which such Shareholder
was

<PAGE>

established is in full force and effect under the laws of the State of
Michigan, it has the requisite power and authority to execute and deliver
this Agreement and to consummate the transaction contemplated hereby, and
it has taken all necessary action to authorize the execution, delivery and
performance of this Agreement. This Agreement has been duly and validly
executed and delivered by such Shareholder and constitutes a legal, valid
and binding obligation of such Shareholder, enforceable against him, her or
it in accordance with its terms, except that (i) the enforceability hereof
may be subject to applicable bankruptcy, insolvency or other similar laws,
now or hereinafter in effect affecting creditors' rights generally, and
(ii) the availability of the remedy of specific performance or injunctive
or other forms of equitable relief may be subject to equitable defenses and
would be subject to the discretion of the court before which any proceeding
therefor may be brought.

(b) Such Shareholder is the sole lawful, record and
beneficial owner of, and has good, valid and marketable title to, all the
Shares listed in Appendix A hereto opposite such Shareholder's name, and
there exist no liens, claims, security interests, options, proxies, voting
agreements, charges or encumbrances of whatever nature ("Liens") affecting
such Shareholder's Shares except as set forth on such Appendix A.

(c) Upon transfer to Parent by such Shareholder of such
Shareholder's Shares upon consummation of the Offer or the Merger
(whichever is earlier) and assuming Parent has no knowledge of any Liens,
Parent will have good, valid and marketable title to such Shareholder's
Shares, free and clear of all Liens.

(d) Such Shareholder's Shares constitute all of the
securities (as defined in Section 3(10) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which definition shall apply for all
purposes of this Agreement) of the Company beneficially owned (as defined
in Rule 13d-3 under the Exchange Act, which meaning shall apply for all
purposes of this Agreement), directly or indirectly, by such Shareholder
(excluding any securities beneficially owned by any of his, her or its
affiliates or associates (as such terms are defined in Rule 12b-2 under the
Exchange Act, which definition shall apply for all purposes of this
Agreement)) as to which he, she or it does not have voting or investment
power.

(e) Such Shareholder does not, directly or indirectly,
beneficially own or have any option, warrant or other right to acquire any
securities of the Company which are or may by their terms become entitled
to vote or any securities which are convertible or exchangeable into or
exercisable for any securities of the Company which are or may by their
terms become entitled to vote, nor is such Shareholder subject to any

- 2 -

<PAGE>

contract, commitment, arrangement, understanding or relationship (whether
or not legally enforceable) which allows or obligates him, her or it to
vote or acquire any securities of the Company.

(f) The execution and delivery of this Agreement by such
Shareholder does not, and the performance by such Shareholder of his, her
or its obligations hereunder will not, constitute a violation of, conflict
with, result in a default (or an event which, with notice or lapse of time
or both, would result in a default) under, or result in the creation of any
Lien on any Shares under, (i) if such Shareholder is a trust, the trust
agreement under which it was established, (ii) any contract, commitment,
agreement, understanding, arrangement or restriction of any kind to which
such Shareholder is a party or by which such Shareholder is bound or (iii)
any judgment, writ, decree, order or ruling applicable to such Shareholder.

(g) Neither the execution and delivery of this Agreement
nor the performance by such Shareholder of his, her or its obligations
hereunder will violate any order, writ, injunction, judgment, law, decree,
statute, rule or regulation applicable to such Shareholder or require any
consent, authorization or approval of, filing with, or notice to, any
court, administrative agency or other governmental body or authority, other
than any required notices or filings pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and
regulations promulgated thereunder (the "HSR Act") or the federal
securities laws.

2. Representations and Warranties of Parent. Parent represents
----------------------------------------
and warrants to the Shareholders as follows:

(a) Parent is duly organized and validly existing and in
good standing under the laws of the State of New York, has the requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby, and has taken all
necessary corporate action to authorize the execution, delivery and
performance of this Agreement. This Agreement has been duly and validly
executed and delivered by Parent and constitutes a legal, valid and binding
obligation of Parent, enforceable against Parent in accordance with its
terms, except that (i) the enforceability hereof may be subject to
applicable bankruptcy, insolvency or other similar laws, now or hereinafter
in effect affecting creditors' rights generally, and (ii) the availability
of the remedy of specific performance or injunctive or other forms of
equitable relief may be subject to equitable defenses and would be subject
to the discretion of the court before which any proceeding therefor may be
brought.

(b) The execution and delivery of this Agreement by Parent
does not, and the performance by Parent of its

- 3 -

<PAGE>

obligations hereunder will not, constitute a violation of, conflict with,
or result in a default (or an event which, with notice or lapse of time or
both, would result in a default) under, its articles of incorporation or
by-laws or any contract, commitment, agreement, understanding, arrangement
or restriction of any kind to which Parent is a party or by which Parent is
bound or any judgment, writ, decree, order or ruling applicable to Parent.

(c) Neither the execution and delivery of this Agreement
nor the performance by Parent of its obligations hereunder will violate any
order, writ, injunction, judgment, law, decree, statute, rule or regulation
applicable to Parent or require any consent, authorization or approval of,
filing with, or notice to, any court, administrative agency or other
governmental body or authority, other than any required notices or filings
pursuant to the HSR Act or the federal securities laws.

3. Tender of Shares. The Shareholders shall tender and sell
----------------
(and not withdraw) pursuant to and in accordance with the terms of the
Offer all of the Shares. Upon the purchase of all the Shares pursuant to
the Offer in accordance with this Section 3, this Agreement shall
terminate. In the event, notwithstanding the provisions of the first
sentence of this Section 3, any Shares are for any reason withdrawn from
the Offer or are not purchased pursuant to the Offer, such Shares shall
remain subject to the terms of this Agreement. The Shareholders
acknowledge that the Purchaser's obligation to accept for payment and pay
for the Shares in the Offer is subject to all the terms and conditions of
the Offer.

4. Transfer of Shares. During the term of this Agreement,
------------------
except as otherwise provided herein, the Shareholders shall not (a) offer
to sell, sell, pledge or otherwise dispose of or transfer any interest in
or encumber with any Lien any of the Shares, (b) acquire any shares of
Common Stock or other securities of the Company (otherwise than in
connection with a transaction of the type described in Section 7 and any
such additional shares or securities shall be deemed Shares and included in
the Shares subject to this Agreement), (c) deposit the Shares into a voting
trust, enter into a voting agreement or arrangement with respect to the
Shares or grant any proxy or power of attorney with respect to the Shares,
or (d) enter into any contract, option or other arrangement or undertaking
with respect to the direct or indirect acquisition or sale, assignment or
other disposition of or transfer of any interest in or the voting of any
shares of Common Stock or any other securities of the Company; provided,
however, that the Shareholders may dispose of Shares as gifts or donations
so long as prior to any such disposition, any intended recipient thereof
executes an agreement, in form and substance reasonably satisfactory to

- 4 -

<PAGE>

Parent, that provides that any such Shares and any such person shall become
a party to and be subject to all the obligations of this Agreement as if a
party hereto from the date hereof.

5. Voting of Shares. Each Shareholder, by this Agreement,
----------------
being the sole record and beneficial owner of the Shares listed in Appendix
A hereto opposite such Shareholder's name, does hereby constitute and
appoint Parent, or any nominee thereof, with full power of substitution,
during and for the term of this Agreement, as his true and lawful attorney
and proxy, for and in his, her or its name, place and stead, to vote each
of such Shares at any annual, special or adjourned meeting of the
shareholders of the Company (and this appointment shall include the right
to sign its name (as shareholder) to any consent, certificate or other
document relating to the Company which the laws of the State of Michigan
may require or permit) (a) in favor of the Merger, the execution and
delivery by the Company of the Merger Agreement and the approval and
adoption of the terms thereof and each of the other actions contemplated by
the Merger Agreement and this Agreement and any actions required in
furtherance thereof and hereof; (b) against any action or agreement that
would result in a breach in any respect of any covenant, agreement,
representation or warranty of the Company under the Merger Agreement; and
(c) against the following actions (other than the Merger and the other
transactions contemplated by the Merger Agreement): (i) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Company or one of its subsidiaries; (ii) a sale,
lease or transfer of a material amount of assets of the Company or one of
its subsidiaries, or a reorganization, recapitalization, dissolution or
liquidation of the Company or its subsidiaries; (iii)(A) any change in a
majority of the persons who constitute the board of directors of the
Company as of the date hereof; (B) any change in the present capitalization
of the Company or any amendment of the Company's Restated Articles of
Incorporation or By-laws, as amended to date; (C) any other material change
in the Company's corporate structure or business; or (D) any other action
which, in the case of each of the matters referred to in clauses (iii)(A),
(B), (C) and (D), is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, or adversely affect the Merger and the
other transactions contemplated by this Agreement and the Merger Agreement;
provided, however, that nothing contained in this Section 5 shall prohibit
or restrain any such Shareholder from complying with his or her fiduciary
obligations as a director or officer of the Company, as advised in writing
by independent counsel. This proxy and power of attorney is a proxy and
power coupled with an interest, and such Shareholder declares that it is
irrevocable. Such Shareholder hereby revokes all and any other proxies
with respect to such Shareholder's Shares which he, she or it may have
heretofore made or granted.

- 5 -

<PAGE>

6. Specific Performance. The Shareholders acknowledge that, in
--------------------
the event of any breach by any of them of this Agreement, Parent would be
irreparably harmed and could not be made whole by monetary damages. It is
accordingly agreed that Parent, in addition to any other remedy to which it
may be entitled at law or in equity, shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and/or to compel specific
performance of this Agreement in any action instituted in any court of the
United States or any state thereof having subject matter jurisdiction.

7. Adjustments. The number and type of securities subject to
-----------
this Agreement shall be appropriately adjusted in the event of any stock
dividends, stock splits, recapitalizations, combinations, exchanges of
shares or the like or any other action that would have the effect of
changing the Shareholders' ownership of the Company's capital stock or
other securities.

8. No Solicitation. During the term of this Agreement, each
---------------
Shareholder (subject to any legal requirements applicable to him or her
solely in his or her capacity as an officer or a director of the Company)
shall not, directly or indirectly, initiate, solicit or encourage any
inquiries or the making or implementation of any proposal or offer
(including, without limitation, any proposal or offer to the Company's
shareholders or any of them, but excluding the Offer and the Merger, or any
public statement of an intention to make, or the consideration of, such a
proposal or offer) with respect to a merger, acquisition, consolidation,
recapitalization, liquidation, dissolution or similar transaction
involving, or any purchase of all or a substantial portion of the assets or
equity securities of, the Company or any of its subsidiaries (any such
proposal or offer being hereinafter referred to as an "Acquisition
Proposal"), engage in any discussions or negotiations with, or provide any
confidential information or data to, any person relating to an Acquisition
Proposal, or otherwise cooperate in any effort or attempt to make,
implement or accept an Acquisition Proposal. Each Shareholder shall notify
Parent immediately if any inquiries, proposals or offers related to an
Acquisition Proposal are received by, any confidential information or data
is requested from, or any negotiations or discussions related to an
Acquisition Proposal are sought to be initiated or continued with, him, her
or it and of the terms and other details of any such Acquisition Proposal
or request and shall keep Parent fully apprised of all developments with
respect thereto.

9. Termination. Except for Section 12 which shall only
-----------
terminate as and when provided therein, this Agreement shall terminate on
the earlier of (a) the date the Merger Agreement is terminated in
accordance with its terms and (b) October 31, 1995; provided, that, if on
such date (i) any applicable waiting period

- 6 -

<PAGE>

under the HSR Act has not expired or been terminated or (ii) there is in
effect an injunction, order, judgment, decree or ruling which has not
become final and nonappealable issued by any federal or state court or
other governmental authority of competent jurisdiction in the United
States, or there shall have been commenced and shall be pending a
proceeding or lawsuit before any such court or authority, which would have
the effect of (x) preventing consummation of the Offer or the Merger or any
other business combination of the Company with Parent or any affiliate of
Parent, or (y) imposing material limitations on the ability of Parent and
the Purchaser to acquire, hold or operate the business of the Company and
its subsidiaries or to exercise full rights of ownership of the Shares,
including, but not limited to, the right to vote the Shares on all matters
properly presented to the shareholders of the Company, then this Agreement
shall terminate only by the earlier of (A) 15 business days after the
expiration or termination of such waiting period or the resolution, in a
manner reasonably satisfactory to Parent, of any injunction, order,
judgment, decree, ruling, proceeding or lawsuit that has occurred and is of
a type set forth in the foregoing proviso and (B) December 31, 1995.
Except for Section 12 which shall only terminate as and when provided
therein, this Agreement shall terminate if it becomes the subject of a
final and nonappealable injunction, order, judgment, decree or ruling
issued by any federal or state court of competent jurisdiction in the
United States prohibiting the enforceability hereof.

10. Expenses. All fees and expenses incurred by either of the
--------
parties hereto shall be borne by the party incurring such fees and
expenses.

11. Brokerage. Parent and the Shareholders represent and
---------
warrant to the other that the negotiations relevant to this Agreement have
been carried on by Parent, on the one hand, and the Shareholders, on the
other hand, directly with the other, and that there are no claims for
finder's fees or brokerage commissions or other like payments in connection
with this Agreement or the transactions contemplated hereby. Parent, on
the one hand, and the Shareholders, on the other hand, shall indemnify and
hold harmless the other from and against any and all claims or liabilities
for finder's fees or brokerage commissions or other like payments incurred
by reason of action taken by it or any of them, as the case may be.

12. Fee. If (a) (i) any person has made an Acquisition Proposal
---
or has acquired beneficial ownership of shares of Common Stock representing
9.9% or more of the outstanding shares of Common Stock and thereafter the
Merger Agreement is terminated by either Parent or the Company pursuant to
Section 9.2(a), 9.2(b) or 9.2(c) thereof, or (ii) Parent terminates the
Merger Agreement pursuant to Section 9.4(a), 9.4(b) or 9.4(c) thereof and
(ii) on or after the date hereof and

- 7 -

<PAGE>

not later than one year from the date of such termination, (x) the Board of
Directors of the Company approves or recommends any Acquisition Proposal
other than from Parent, or (y) the Company enters into an agreement with
respect to a merger, acquisition, consolidation, recapitalization,
liquidation, dissolution or similar transaction involving, or any purchase
of all or a substantial portion of the assets or equity securities of, the
Company, or (z) any person has acquired beneficial ownership of shares of
Common Stock representing 50% or more of the outstanding shares of Common
Stock, and in connection therewith or thereafter, (A) any Shareholder shall
sell, transfer or otherwise dispose of any or all of his, her or its Shares
to any person not an affiliate or an associate of Parent or to the Company
or any affiliate thereof (or realize cash proceeds in respect of such
Shares as a result of a distribution to shareholders of the Company
following the sale of substantially all of the Company's assets) in
connection with a transaction proposed, described or set forth in such
Acquisition Proposal or agreement or pursuant to such acquisition or (B)
the Company shall undergo a recapitalization, dissolution, liquidation or
similar transaction proposed, described or set forth in such Acquisition
Proposal or agreement or the Company shall issue an extraordinary dividend
or other distribution in accordance with such Acquisition Proposal or
agreement (each, a "Subsequent Transaction") at a per share price or with
equivalent per share proceeds, as the case may be, with a value in excess
of $7.60 (the "Subsequent Price"), then such Shareholder shall promptly pay
to Parent an amount equal to 50% of the excess of the Subsequent Price over
$7.60 multiplied by the number of Shares disposed of or otherwise
participating in the Subsequent Transaction.

13. Miscellaneous.
-------------

(a) This Agreement constitutes the entire agreement and
supersedes all prior agreements and understandings, whether oral or
written, among the parties hereto with respect to the subject matter hereof
and is not intended to confer upon any person other than the parties hereto
any rights or remedies hereunder. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified, except upon the
delivery of a written agreement executed by the parties hereto.

(b) Section headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation
of this Agreement.

(d) This Agreement may be executed in any number of
counterparts, each of which shall, when executed, be deemed to

- 8 -

<PAGE>

be an original, and all of which shall be deemed to be one and the same
instrument. It shall not be a condition to the effectiveness of this
Agreement that all parties have signed the same counterpart.

(e) This Agreement shall be governed by and construed and
enforced in accordance with the substantive laws of the State of Michigan,
without reference to the conflict of laws principles thereof.

(f) Any notice, request, instruction or other document to
be given hereunder by any party to the others shall be in writing and shall
be deemed to have been duly given (i) on the date of delivery, if delivered
personally or by telecopy or telefacsimile upon confirmation of receipt, or
(ii) on the first business day following the date of dispatch, if delivered
by Federal Express or other next-day courier service, or (iii) on the third
business day following the date of mailing, if delivered by registered or
certified mail, return receipt requested, postage prepaid. All notices
hereunder shall be addressed as set forth below, or pursuant to such other
instructions as may be designated in writing by the party to receive such
notice.

If to any Shareholder, addressed to him, her or it at
the address listed in Appendix A opposite such Shareholder's
name:

with a copy to:

Jaffe, Raitt, Heuer & Weiss, P.C.
One Woodward Avenue
Suite 2400
Detroit, MI 48226
Attention: David D. Warner
Telecopier: (313) 961-8358

If to Parent, addressed to:

American Vision Centers, Inc.
90 John Street
New York, NY 10038
Attention: Seth R. Poppel
Telecopier: (212) 385-1149

- 9 -

<PAGE>
with a copy to:

Kirkpatrick & Lockhart
1500 Oliver Building
Pittsburgh, PA 15222
Attention: Leonard S. Ferleger
Telecopier: (412) 355-6501

(g) Any waiver by any party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any
other breach of such provision or of any breach of any other provision of
this Agreement. The failure of a party to insist upon strict adherence to
any term of this Agreement or one or more sections hereof shall not be
considered a waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement.

(h) Neither this Agreement nor any of the rights, interests
or obligations under this Agreement shall be assigned by any of the parties
hereto without the prior written consent of the other parties, except that
Parent may assign, in its sole discretion, any or all of its rights,
interests and obligations under this Agreement to the Purchaser or to any
other wholly owned subsidiary of Parent. This Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.

(i) Whenever possible, each provision or portion of any
provision of this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision or portion
of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other
provision or portion of any provision in such jurisdiction, and this
Agreement shall be reformed, construed and enforced in such jurisdiction as
if such invalid, illegal or unenforceable provision or portion of any
provision had never been contained herein.

(j) All rights, powers and remedies provided under this
Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by
either party shall not preclude the simultaneous or later exercise of any
other such right, power or remedy by such party.

(k) This Agreement is not intended to be for the benefit
of, and shall not be enforceable by, any person or entity who or which is
not a party hereto.

- 10 -

<PAGE>

(l) Each party hereby irrevocably submits to the
jurisdiction of the United States District Court for the Eastern District
of Michigan or any court of the State of Michigan located in the City of
Detroit in any action, suit or proceeding arising in connection with this
Agreement, and waives any objection based on forum non conveniens or any
other objection to venue therein; provided, however, that such consent to
jurisdiction is solely for the purpose referred to in this paragraph (l)
and shall not be deemed to be a general submission to the jurisdiction of
said courts or in the State of Michigan other than for such purposes. Each
party hereto hereby waives any right to a trial by jury in connection with
any such action, suit or proceeding.

IN WITNESS WHEREOF, and intending to be legally bound hereby,
Parent and each of the Shareholders have executed this Agreement on the
date first above written.

AMERICAN VISION CENTERS, INC.

By /s/ Seth R. Poppel
--------------------------

/s/ Eli Shapiro
-----------------------------
Eli Shapiro

/s/ Esther E. Shapiro
-----------------------------
Esther E. Shapiro

/s/ Eli Shapiro
-----------------------------
Eli Shapiro, in his capacity as trustee
of the Eli Shapiro Revocable Living
Trust u/a/d 5/27/93

/s/ Esther E. Shapiro
-----------------------------
Esther E. Shapiro, in her capacity as
trustee of the Esther E. Shapiro
Revocable Living Trust u/a/d 5/27/93

- 11 -

<PAGE>

Appendix A

Name Shares
- ---- ------

Eli Shapiro and Esther E. Shapiro, 330,920
as joint tenants

Eli Shapiro, as trustee of the 745,284*
Eli Shapiro Revocable Living Trust
u/a/d 5/27/93

Esther E. Shapiro, as trustee of the 61,581
Esther E. Shapiro Revocable Living
Trust u/a/d 5/27/93

All communications to Shareholders should be sent as follows: NuVision,
Inc., P.O. Box 2600, 2284 S. Ballenger Hwy., Flint, MI 48501, Attn.: Eli
Shapiro, O.D., Telecopier:

* 50,000 of these Shares are subject to a Stock Option Agreement dated as
of May 1, 1992 by and between Eli Shapiro and Jonathan and Leslie Raven, as
amended as of April 27, 1995, by a letter agreement by and between Eli
Shapiro, as trustee of the Eli Shapiro Revocable Living Trust u/a/d
5/27/93, and Jonathan and Leslie Raven.

- 12 -

EXHIBIT 2.5

CONSULTING AGREEMENT
--------------------

CONSULTING AGREEMENT, dated as of April 27, 1995, between AMERICAN
VISION CENTERS, INC., a New York corporation (the "Company"), and ELI SHAPIRO
(the "Consultant").

WHEREAS, the Consultant is currently employed by NuVision, Inc., a
Michigan corporation ("Target"), as Chief Executive Officer and Chairman of
the Board of Directors of Target; and

WHEREAS, upon the terms and subject to the conditions of an Agreement
and Plan of Merger dated as of April 27, 1995 (the "Merger Agreement") by and
among the Company, NI Acquiring Corp., a Michigan corporation and a wholly
owned subsidiary of the Company (the "Subsidiary"), and Target, the
Subsidiary will commence a tender offer (the "Offer") for all outstanding
shares of Common Stock, par value $.50 per share (the "Shares"), of Target
and will thereafter merge with Target in a merger (the "Merger") and
thereafter the surviving corporation will be referred to as the "Employer"
hereunder; and

WHEREAS, the Company desires to induce the Consultant after the first to
occur of the consummation of the Offer or the Merger (the "Effective Date")
to act as a consultant to the Company and the Consultant desires to commit
himself to act as a consultant to the Company.

NOW, THEREFORE, in order to effect the foregoing, the Company and the
Consultant wish to enter into a consulting agreement upon the terms and
subject to the conditions set forth below. Accordingly, in consideration of
the respective covenants and agreements of the parties herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:

Term and Services to be Provided. Commencing on the Effective Date and
--------------------------------
continuing until the fifth anniversary thereof (the "Term"), the Consultant
shall provide consulting services to the Company from time to time at the
reasonable request of the Company. Such consulting services shall consist of
advising the Company and the Employer with respect to general business

<PAGE>

matters, issues and strategies relating to the Company's business, including
issues concerning community, governmental and industry relations and
cooperating to the extent reasonably requested by the Company with
appropriate notice and with due regard being given to Consultant's schedule
and subject to Consultant's reasonable agreement in connection with the
defense or prosecution of any litigation, claim or proceeding that involves
or relates to any acts occurring with respect to the Employer prior to the
Effective Date. Such services shall be rendered from the locales where the
Consultant may generally reside from time to time and may be provided
telephonically or via other electronic transmission media. The Consultant
may be requested to travel to render such services on an occasional basis,
subject to Consultant's agreement and with due regard being given to
Consultant's schedule.

1. Compensation.
------------

(a) As compensation for the services provided in Section 1 and the
covenants contained in Section 4, the Company shall pay the Consultant the
aggregate amount of $1,250,000, payable (i) in 24 equal installments of
$26,042 each commencing on the Effective Date and on the same date in the 23
months thereafter, and (ii) one installment of $625,000 due on the day after
the second anniversary of the Effective Date; provided, however, that the
Company shall have the option to instead pay this amount in two annual
installments of $312,500 each due on the day afater the second and third
anniversaries of the Effective Date. Interest at the rate of 12% per annum
will accrue and be payable on installments not paid on the due date until the
date of payment.

(b) In addition to the cash compensation set forth in Sections
2(a) and 2(c), during the Term, the Company shall provide or make available
(i) to the Consultant and his spouse at the Company's expense the same
medical, health, dental, prescription drug and optical insurance plans or
coverage as the Consultant currently enjoys, or plans or programs providing
the Consultant and his spouse with at least substantially equivalent
benefits; and (ii) to the Consultant, the use of an automobile at least
comparable to the automobiles previously provided to the Consultant by
Target, with expenses (including maintenance and insurance) paid by the
Company to the same extent as currently provided by Target.

<PAGE>

(c) In addition to the compensation set forth in Section
2(a), the Company, promptly following receipt of appropriate
documentation, shall reimburse the Consultant for the reasonable
ordinary and necessary business expenses that he incurs in connection
with rendering services under this Consulting Agreement. Except as
otherwise provided in this Consulting Agreement, all payments and
other benefits hereunder (including pursuant to Section 3 hereof)
shall be made without set-off for any reason whatever.

(d) If a "Change in Control" (as defined below) of either
the Company or the Employer occurs during the Term, then on the date
of the Change in Control, the Company shall (i) pay to the Consultant
in one lump sum payment all amounts which then remain to be paid to
the Consultant during the remainder of the Term pursuant to Section
2(a), without discount, and (ii) make provision acceptable to the
Consultant for the continuation of the benefits described in Section
2(b) for the remainder of the Term.

"Change in Control" means any of the following events
occurring after the Effective Date: (i) the acquisition (or disclosure
of the previous acquisition) by any person who is not a shareholder on
the Effective Date of the beneficial ownership of shares of the
Company's or the Employer's outstanding stock of any class which
results in such person possessing or having the right to possess, in
the aggregate, more than 50% of the total voting power exercisable by
all the Company's or the Employer's shareholders in the election of
directors; or (ii) the merger by the Company or the Employer into or
the consolidation of the Company or the Employer with any person which
will result in the shareholders of the Company or the Employer
immediately prior to such merger or consolidation possessing less than
50% of the total voting power exercisable by all of the shareholders
of the surviving or resulting corporation or other entity in the
election of directors; or (iii) the transfer by the Company or the
Employer of all or substantially all of its assets to any person.
Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred (A) for purposes of clause (i) or (ii) of the
preceding sentence, (x) if the Employer mergers into or consolidates
with the Company or any other subsidiary of the Company of (y) unless,
after any such acquisition, merger or consolidation, the Company no
longer beneficially owns, directly or indirectly, shares possessing or
having the right to possess more than 50% of the total voting power
exercisable by all of the Employer's shareholders in the election of
directors; (B) solely as a result of any sale of all or substantially

<PAGE>

all of the assets of Employer to any other subsidiary of the Company;
(C) solely as a result of any transfer or other disposition of up to
35 Employer owned stores as contemplated by the Company following the
Merger; or (D) solely as a result of any conversion of stores owned by
Employer into franchisee-owned stores; so long, in the cases of
clauses (A) and (B), as the surviving or resulting corporation or the
acquiror of any such assets expressly assumes the obligation of the
Employer to the Consultant under Section 16 pursuant to a written
instrument reasonably satisfactory to the Consultant, and, after any
such transaction, the Company beneficially owns, directly or
indirectly, shares possessing or having the right to possess more than
50% of the total voting power exercisable by all of such entity's
shareholders in the election of directors.

2. Termination.
-----------

(a) Death. The Consultant's consulting relationship with
-----
the Company hereunder shall terminate upon his death; provided that,
if the Consultant dies during the Term, the Company shall pay to the
Consultant's spouse, if living, or if she dies, to the Eli Shapiro
Revocable Living Trust u/a/d 5/27/93, or in any case to such other
beneficiary as may be designated by the Consultant by written notice
to the Company, the cash compensation set forth in Section 2(a) that
would have been paid to Consultant hereunder for the remainder of the
Term. Such compensation shall be paid in the same amounts and at the
same times as provided in Section 2(a). In addition, the Company
shall continue to provide to the Consultant's spouse the benefits
provided in Section 2(b) for the remainder of the Term.

(b) Disability. If, as a result of the Consultant's
----------
incapacity due to physical or mental illness, Consultant shall be
unable to perform the consulting services described herein for a
continuous period of six months, the Company may terminate the
Consultant's consulting relationship with the Company. In such event,
the Consultant shall continue to receive the compensation provided in
Section 2(a) and the Consultant and his spouse shall receive the
benefits provided in Section 2(b) for the remainder of the Term.

(c) Merger Agreement. In the event that neither the Merger
----------------
nor the Offer is consummated prior to October 31, 1995 or the Merger
Agreement is terminated prior thereto, without any shares having been
purchased in the Offer, this Consulting Agreement shall be canceled
and terminated and shall be of no force or effect.

<PAGE>

3. Noncompetition; Confidentiality.
-------------------------------

(a) During the Term the Consultant shall not:

(i) directly or indirectly, as owner, partner,
officer, employee, agent or consultant or in any other
capacity, engage in or be employed in any way by any
business that is engaged in the business of optical
retailing that is competitive with the business of the
Company and/or the Employer then being conducted in the
States of Michigan, Indiana and New Jersey (provided
that the Consultant may be an owner or partner in one
optical boutique in the Somerset Mall, Troy, Michigan);

(ii) whether for his own account or for the
account of any other person, willfully and
intentionally interfere with the relationship of the
Company and/or the Employer with any person who at any
time during the Term was an employee, customer or
supplier of, or in the habit of dealing with, the
Company, the Employer and/or any of their subsidiaries
or affiliates;

provided, however, that the Consultant may own up to ten percent of
-------- -------
any class of stock of a publicly-traded company.

(b) The Consultant, either during or after the Term, shall
not, except as may otherwise be required by law, directly or
indirectly, willfully or knowingly disclose or make available to any
person, firm, corporation, association or other entity for any reason
or purpose whatsoever, or willfully or knowingly use or cause to be
used in any manner adverse to the interests of the Employer or the
Company any Confidential Information (as defined below). The
Consultant shall, upon termination of services as a consultant of the
Company, return all Confidential Information in his possession that is
in written or other tangible form (together with all copies or
duplicates thereof) to the Company, and thereafter no Confidential
Information shall be retained by the Consultant or furnished to any
third party, either by sample, facsimile, film, audio or video
cassettes, electronic data, verbal communication or any other means of
communication; provided, however, that the Consultant shall not be
------------------
obligated to treat as confidential, or return to the Company copies
of, any Confidential Information that (1) was publicly known at the
time of disclosure to the Consultant, (2) becomes publicly known or
available

<PAGE>

thereafter other than by any means in violation of this Consulting
Agreement or (3) is lawfully disclosed to the Consultant by a third
party.

(c) In the event that the Consultant is required (by
deposition, interrogatories, subpoena, Civil Investigative Demand or
similar process) to disclose any Confidential Information, the
Consultant will provide the Company with prompt notice of such
request(s) so that it may seek an appropriate protective order and/or
waive the Consultant's compliance with this Section. If, in the
absence of a protective order or the receipt of a waiver hereunder,
the Consultant is nonetheless, in the reasonable opinion of his
counsel, compelled to disclose information concerning the Company to
any court or governmental agency or authority or to a civil litigant
or any other party or else stand liable for contempt or suffer other
censure or penalty, the Consultant may disclose such information to
such tribunal without liability hereunder.

(d) As used in this Consulting Agreement the term
"Confidential Information" means:

(i) information disclosed to Consultant or known by
the Consultant as a consequence of or through his
relationship with the Employer or the Company not generally
known in the retail optical industry about the Employer or
the Company or the Employer's or the Company's clients,
advertising methods, public relations methods, business
methods, organization, procedures or finances, including,
without limitation, information of or relating to the retail
optical industry, advertising programs, advertising copy,
advertising techniques, art work, designs, contracts,
arrangements, research, trade secrets, information regarding
trademarks or other intellectual property rights, customer
lists, product and service lines, marketing data and any
related or other technical, corporate or trade information;
and

(ii) information disclosed to the Consultant or known
by the Consultant as a consequence of or through his
relationship with the Employer or the Company, not generally
known in the businesses in which the Company's or any of its
subsidiaries' clients are or may be engaged, about the
products, processes, and services of the Company's or any of
its subsidiaries' clients, including, without limitation,

<PAGE>

information of or relating to the retail optical industry,
publicity, publications, media, research, development,
inventions, manufacture, purchase, engineering, designs,
methods, processes, analytical results and any related or
other technical, corporate, professional or trade
information.

(e) The Consultant understands that the agreements
contained in this Section 4 are necessary to protect, among other
things, the trade secrets, proprietary information, confidential
information, customer and supplier lists and know-how by preventing
the Consultant from engaging in activities that would inherently
create a risk of the Consultant engaging in unfair trade practices.

4. Remedies; Cessation of Payment Obligation. In the event of a
-----------------------------------------
claimed material, willful and continuing breach by the Consultant of
the terms of this Consulting Agreement, the Company shall, after
giving the Consultant notice and a reasonable opportunity to cure such
claimed breach, be entitled to institute legal proceedings to obtain
damages for any such breach. Only after the successful adjudication
resulting in a final, nonappealable judgment in favor of the Company
or the Employer to the effect that the Consultant has materially and
willfully breached this Consulting Agreement, then all rights of the
Consultant under this Consulting Agreement shall immediately terminate
and neither the Employer nor the Company shall thereafter have any
obligation to pay any amounts to the Consultant in connection with the
obligations of the Employer or the Company under this Consulting
Agreement or otherwise and the Company shall be entitled to exercise
such remedies cumulatively or in conjunction with all other rights and
remedies provided by law or in equity. The Consultant acknowledges,
however, that the remedies at law for any breach by him of the
provisions of Section 4 may be inadequate and that the Company shall
be entitled to injunctive relief against him in the event of any such
breach.

5. Expenses. On the Effective Date, the Company will reimburse
--------
the Consultant for up to $10,000 of his expenses incurred in
connection with this Consulting Agreement. In the event of any
litigation in any action to enforce a right under this Consulting
Agreement, the losing party thereto shall reimburse the prevailing
party for its expenses.

6. Notice. For the purposes of this Consulting Agreement,
------
notices, demands and all other communications provided for in this

<PAGE>

Consulting Agreement shall be in writing and shall be deemed to have
been duly given when delivered or (unless otherwise specified) mailed
by United States certified mail, return receipt requested, postage
prepaid, addressed as follows:

If to the Consultant: Eli Shapiro
3110 Hawthorne
Flint, Michigan 48503

with a copy to: David D. Warner, Esq.
Jaffe, Raitt, Heuer & Weiss,
Professional Corporation
One Woodward Avenue, Suite 2400
Detroit, Michigan 48226

If to the Employer
or the Company: American Vision Centers, Inc.
90 John Street
New York, New York 10038

with a copy to: Robert Zinn, Esq.
Kirkpatrick & Lockhart
1500 Oliver Building
Pittsburgh, Pennsylvania 15222-2312

or to such other address as any party may have furnished to the
others in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

7. Consultant's Independence and Discretion.
----------------------------------------

(a) Nothing herein contained shall be construed to
constitute the parties hereto as partners or as joint venturers,
or either as agent of the other, or as employer and employee. By
virtue of the relationship described herein, the Consultant's
relationship to the Company during the Term shall only be that of
an independent contractor and the Consultant shall perform.all
services pursuant to this Consulting Agreement as an independent
contractor.

(b) Subject only to such specific limitations as are
contained in this Consulting Agreement, the manner, means,

<PAGE>

details or methods by which the Consultant performs his
obligations under this Consulting Agreement shall be solely
within his discretion.

8. Modifications; Waiver Discharge. This Consulting Agreement
-------------------------------
is entered into between the Company and the Consultant for the
benefit of each of the Company and the Consultant and for the
benefit of the Employer. No provisions of this Consulting
Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is in writing and signed by the
Consultant and the Company's Chief Executive Officer or such
other officer as may be designated by the Board of Directors of
the Company. No waiver by any party hereto at any time of any
breach by the other party hereto of any provision of this
Consulting Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.

9. Validity. The invalidity or unenforceability of any
--------
provision or provisions of this Consulting Agreement shall not
affect the validity or enforceability of any other provision of
this Consulting Agreement, which shall remain in full force and
effect; provided, however, that if any one or more of the terms
------------------
contained in Section 4 shall for any reason be held to be
excessively broad with regard to time, duration, geographic scope
or activity, that term shall not be deleted but shall be reformed
and construed in a manner to enable it to be enforced to the
extent compatible with applicable law.

10. Entire Agreement. This Consulting Agreement sets forth the
----------------
entire agreement of the parties hereto in respect of the subject
matter contained herein and supersedes all prior agreements,
promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto, and any
prior agreement of the parties hereto in respect of the subject
matter contained herein is hereby terminated. No agreements or
representations, oral or otherwise, expressed or implied, with
respect to the subject matter hereof have been made by either
party that are not set forth expressly in this Consulting
Agreement.

<PAGE>

11. Assignment. This Consulting Agreement may not be assigned
----------
by the Consultant. It may be assigned by the Company to any
successor to its business and will inure to the benefit and be
binding upon any such successor, although no such assignment will
relieve the Company or the Employer of its obligations or
liabilities as provided hereunder.

12. Counterparts. This Consulting Agreement may be executed in
------------
several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.

13. Headings. The headings contained herein are for reference
--------
purposes only and shall not in any way affect the meaning or
interpretation of this Consulting Agreement.

14. Governing Law. The validity, interpretation, construction
-------------
and performance of this Consulting Agreement shall be governed by
the laws of the State of Michigan without regard to principles of
conflicts of laws.

15. Guaranty. In recognition of the fact that the Consultant's
--------
services hereunder will inure to the benefit of the Employer,
Employer hereby guarantees the timely performance of and payment
(and not merely collection) by the Company of all of its
obligations hereunder. The Employer hereby waives notice of or
consent to any defaults by the Company and modifications to or
waivers of any of the Company's obligations hereunder.
Notwithstanding the foregoing, in the event of any litigation or
other action by the Consultant to enforce a right under this
Consulting Agreement, the Employer shall be entitled to assert
any defense that the Company would have been entitled to assert
in connection with such litigation or other action.

16. Termination of Employment Agreement. On and from the
-----------------------------------
Effective Date and immediately following payment of all amounts
owed pursuant to Section 10(c)(iii) of the Employment Agreement
made as of March 1, 1990, as amended to date, between the
Consultant and Target, any and all other rights of the Consultant
under such Agreement shall terminate and cease to exist.

IN WITNESS WHEREOF, the parties have executed this
Consulting Agreement on the date and year first above written.

<PAGE>

AMERICAN VISION CENTERS, INC.

By:/S/ SETH R. POPPEL
Its: President

NI ACQUIRING CORP.

By: /S/ SETH R. POPPEL
Its: President

/S/ ELI SHAPIRO
Eli Shapiro

EXHIBIT 2.6

SPLIT DOLLAR LIFE INSURANCE AGREEMENT
-------------------------------------

THIS AGREEMENT is effective April 5, 1987, by and between NUVISION,
INC., a Michigan corporation (hereinafter "Corporation") and BRAD JEFFREY
SHAPIRO, LESLIE MICHELLE RAVEN, and JAN LORI ALBERT (hereinafter "Owners").

FACTUAL BACKGROUND:
-------------------

1. The owners are the children of Eli Shapiro. The Owners have
applied for Manufacturers Life Insurance Company Survivorship Plus policy
number 4081488-1 (hereinafter "Policy"), insuring the lives of Eli and Esther
Shapiro (hereinafter "Life Insureds").

2. The Corporation is entering into this split dollar life insurance
agreement in recognition of the unique and essential services of Eli Shapiro
to the Corporation.

3. It is in the Corporation's best interest to assist the Owners in
maintaining this Policy, by advancing certain premium payments to the owners
as provided herein, so that after the death of both of the Life Insureds,
there will be liquidity available for payment of estate death taxes of the
Life Insureds to facilitate the orderly retention or disposition of the stock
of the Corporation owned by the Life Insureds. It is in the Corporation's
best interest to avoid untimely disposition of the stock of the Corporation
held by the Life Insureds estates at their deaths which could otherwise
result from a lack of liquidity in their estates.

4. In consideration for the Corporation's participation in this split
dollar life insurance agreement, the Owners will collaterally assign certain
rights in the policy to the Corporation, as set forth herein.

In consideration of the covenants and conditions contained herein it is
agreed as follows:

ARTICLE I
Application and Maintenance of Insurance
----------------------------------------

<PAGE>

Owners have applied to Manufacturers Life Insurance Company for issuance
of the policy on the Life Insureds in the face amount of $6,300,000 permanent
insurance with an additional term life insurance rider in the amount of
$3,700,000. The owners will each own an undivided one-third (1/3) interest
in the Policy, as tenants in common. It is the parties intent that dividends
will be applied to maintain additional term insurance throughout the term of
the Policy and that the total value of death benefits under the Policy will
be at least $10,000,000.

ARTICLE II
Ownership of Insurance
----------------------

The Owners shall possess all "incidents of ownership" in the Policy, as
that term is commonly understood for purposes of Section 2042 of the Internal
Revenue Code, as amended, including, but not limited to, the power to
release, surrender, transfer, or assign all or any portion of the Policy, and
the owners reserve the right to designate or change the personal
beneficiary(ies) as to their respective undivided one-third (1/3) interest in
the Policy.

ARTICLE III
Payment of Policy Premiums
--------------------------

1. Illustration. Attached hereto as Exhibit A is an illustration
------------
entitled "Split of Premiums and Death Benefit". This illustration assumes
the 1988 dividend rate. This attachment is merely an illustration based on
certain assumptions. Although the aggregate annual premiums will not change,
the portions of the actual premium payments required from the Owners and the
Corporation, and the cash values will vary each year depending on the actual
dividends declared by the company.

2. Portion of Premium Paid by Owners. The initial year or Year One of
---------------------------------
the policy shall cover the period from April 5, 1987 through April 4, 1988.
For years one and two of the Policy, the entire premium payment will be made
by the Owners. Commencing in year three of the Policy (beginning April 5,
1990) and for each annual premium thereafter so long as the policy is in
effect, the Owners shall pay the following portion of the premiums. While
both Life Insureds are alive, the Owners shall pay that portion

<PAGE>

of the premium equal to the product obtained by multiplying v times qx times
qy (v.qx.qy) where v is 1/1.025 and qx and qy are the annual mortality rates
for ages x and y computed from the values in U.S. Life Table 38. After the
first death, the Owners shall pay that amount of the premium equal to the
economic benefit attributable to the surviving insured pursuant to the
provisions of Rev. Rul. 64-328, 1964-2 CB 11, Rev Rul. 66-110, 1966-1, CB 12,
Rev. Rul. 55-747, 1955-2 CB 228 and Rev Rul. 6-154, 1967-1 CB 11. The
insurance company shall supply this information to the Owners and the
Corporation at least thirty (30) days prior to the time that each annual
premium payment is due. The illustration set forth in Exhibit A utilizes
this method to compute the Owners' premium payment based upon the assumption
that both Dr. and Mrs. Shapiro are living.

3. Corporation's Portion of Premium. The excess portion of the
--------------------------------
premium above the Owners' portion as defined in the previous paragraph shall
be paid by the Corporation. Each premium payment made by the Corporation
shall be treated as an advance by the Corporation to the Owners and shall
accrue interest at the rate of 9% simple interest per annum, beginning on the
actual date of the Corporation's contribution.

ARTICLE IV
Owners' Obligation to Corporation
---------------------------------

The Owners shall be obligated, and hereby agree to repay to the
Corporation upon termination of this agreement an amount equal to the lesser
of (a) the actual cash surrender value of the policy on date of termination
or (b) the cumulative premium payments made by the Corporation with interest
accrued thereon at nine percent (9%) simple interest per annum computed from
the date of each respective contribution. This amount shall be referred to
as the "Repayment Amount".

ARTICLE V
Assignment or Termination of Policy; Collateral Assignment
----------------------------------------------------------

1. As security for the amount advanced to the Owners (the "Repayment
Amount"), the Owners have executed a Collateral Assignment of same date which
assigns to the Corporation certain rights in the Policy. A copy of the
Collateral Assignment is attached hereto as Exhibit B and incorporated
herein.

<PAGE>

2. While this agreement is in force and effect, the Owners may not
sell, surrender, or otherwise terminate the policy without first giving
thirty (30) days advance written notice to the Corporation.

ARTICLE VI
Additional Policy Benefits and Riders
-------------------------------------

The Owners may apply for and secure such additions and riders to the
Policy as available and unless otherwise agreed to such additions and riders
shall be subject to the same terms and conditions as are provided by this
agreement.

ARTICLE VII
Death Claims
------------

Upon the death of the survivor of both Life Insureds the Corporation
shall have an interest in the proceeds of the Policy equal to the Repayment
Amount as defined in Article IV of this agreement. The balance, if any, of
the proceeds of the Policy including proceeds attributable to insurance
purchased with annual dividends, shall be paid directly by the insurer to the
beneficiaries designated by the respective Owners of the Policy.

ARTICLE VTTT
Termination of Agreement
------------------------

If the Owners unanimously agree, they may cancel this agreement at any
time upon thirty (30) days written notice to the Corporation. Within thirty
(30) days of cancellation, the Owners must repay the Repayment Amount to the
Corporation. Upon satisfaction of this repayment, the collateral assignment
of the Policy shall be cancelled.

ARTICLE IX
Amendment of Agreement
----------------------

This agreement shall not be modified or amended except by writing signed
by the Corporation and the Owners. This agreement shall inure to the benefit
of and shall be binding upon the heirs, personal representatives ,
successors, and assigns of each Party to this agreement.

<PAGE>

IN WITNESS WHEREOF the Corporation has caused this agreement to be
signed and attested to by its proper officers who have authority to execute
the agreement on behalf of the Corporation, and the Owners have signed the
agreement on their behalf.

NUVISION, INC.

By /S/ JONATHAN E. RAVEN
Its Executive Vice President

/S/ BRAD JEFFREY SHAPIRO

/S/ LESLIE MICHELLE RAVEN

/S/ JAN LORI ALBERT

<PAGE>

"EXHIBIT B"
COLLATERAL ASSIGNMENT
---------------------

FOR VALUE RECEIVED the undersigned (hereinafter "Owners") hereby assign
and transfer over to NUVISION, INC., a Michigan corporation (hereinafter
"Assignee") Manufacturers Life Survivorship Plus Policy number 4081488-1
which is the subject of the Split Dollar Life Insurance Agreement effective
April 5, 1987, (hereinafter "Agreement") entered into by the Corporation and
the Owners, subject to the terms and conditions set forth hereinafter.

1. The Owners shall continue to possess all "incidents of ownership"
in the Policy as that term is commonly understood for purposes of Section
2042 of the Internal Revenue Code, as amended, including, but not limited, to
the power to release, surrender, transfer, or assign the "at risk" portion of
the Policy and to designate or change the beneficiaries as to the portion of
the Policy which they own.

2. This assignment is made and the Policy is to be held as collateral
security for all liabilities of the Owners to the Corporation either now
existing or that may hereinafter arise pursuant to the terms of the Split
Dollar Agreement.

3. The Corporation, as assignee, is expressly prohibited from taking
any action that would endanger the interest of the Owners or payment of
proceeds to the Policy's designated beneficiaries. The Corporation is also
expressly prohibited from surrendering the Policy for cancellation or from
assigning its rights to anyone other, than the Owners, unless the owners
consent to the assignment.

4. The insurer shall be protected in recognizing a request made by the
Owners for surrender of the policy. Upon such surrender, the Policy shall be
terminated and shall be of no further force or effect.

5. In the event of the death of both Life Insureds, or other
termination of the agreement, upon complete satisfaction of all obligations
arising from the agreement, the Corporation shall release and reassign to the
Owners the specific rights in the Policy granted by this collateral
assignment.

<PAGE>

OWNERS

/S/ BRAD JEFFREY SHAPIRO

/S/ LESLIE MICHELLE RAVEN

/S/ JAN LORI ALBERT

<PAGE>

MANAGEMENT AND OWNERSHIP AGREEMENT
----------------------------------

THIS AGREEMENT and expression of intent is entered into by and between
BRAD JEFFREY SHAPIRO, LESLIE MICHELLE RAVEN, and JAN LORI ALBERT (hereinafter
"Owners").

FACTUAL BACKGROUND:
------------------

The Owners applied for and are presently the owners of Manufacturers
Life Insurance Company Survivorship Plus policy number 4081488-1 (hereinafter
"Policy") insuring the lives of their parents, Eli and Esther Shapiro. The
Owners each own an undivided one-third (1/3) interest in the Policy. The
Owners agree and express their intent as follows:

1. Policy Management and Payment of Premiums. The Owners appoint
-----------------------------------------
Leslie Michelle Raven as manager for each of their respective interests in
the Policy. Upon receipt of a notice of annual premium due on the Policy,
each owner will forward to the manager a check payable to Manufacturers Life
Insurance Company for his or her portion of the premium due and payable. The
manager will then timely forward the checks to the insurer. In the event
that it is necessary for the Owners to make any decisions regarding the
policy, such as loans under the policy, repayment of the Corporation, riders,
or other coverage decisions, the manager shall assure that the necessary
information to make such decisions is provided to the other Owners and that
any decision of the Owners is appropriately conveyed to Nuvision, Inc., or to
Manufacturers Life Insurance Company in a timely manner. All such decisions
regarding the Policy shall be made by majority vote of the owners except that
termination of the Policy shall require unanimous approval by the Owners.

2. Assignment During Lifetime. All the Owners agree that they shall
--------------------------
not assign or transfer in any manner any of their ownership or incidents of
ownership in the Policy to any other person, individual , or entity without
the express written consent of the other Owners; provided, however, that any
owner may transfer his or her undivided one-third (1/3) ownership to his or
her descendants (children or grandchildren but the term descendants does not
include spouse), or in trust to or for the benefit of his or her respective
descendants.

<PAGE>

3. Disposition at Death. The Owners express their intent to revise
--------------------
their respective estate planning documents to provide that in the event of
the death of an owner prior to the death of both Eli and Esther Shapiro, the
Owner's interest in the Policy shall pass outright or in trust to his or her
descendants, if any, and if there are no descendants then living, then to the
descendants of Eli and Esther Shapiro.

Effective April 5, 1987.

OWNERS

/S/ BRAD JEFFREY SHAPIRO

/S/ LESLIE MICHELLE RAVEN

/S/ JAN LORI ALBERT

<PAGE>

FIRST AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Amendment made this 17th day of April, 1989, by and between NuVision,
Inc., a Michigan corporation (the "Corporation') , and Brad J. Shapiro,
Leslie M. Raven, and Jan L. Albert (collectively "Owners').
RECITALS
--------

1. Efffective April 5, 1987, the parties executed an agreement (the
"Agreement") entitled "Split Dollar Life Insurance Agreement".
2. The parties wish to execute this Amendment in order to amend
certain sections of the Agreement.

AGREEMENT
---------

The parties agree as follows:

1. Inconsistency. In the event of any inconsistency between the
-------------
Agreement and this Amendment, the terms of this Amendment shall control.
2. Initial Year. The first sentence of Section 2 of Article III of
------------
the Agreement is deleted and replaced with the following:

The initial year or year one of the Policy shall cover the period from
April 5, 1988, through April 4, 1989.

3. Owner's Obligation to Corporation. Article IV of the Agreement is
---------------------------------
deleted and replaced with the following:

Owner's Obligation to Corporation. The Owners shall be obligated and
---------------------------------
hereby to repay to the Corporation upon termination of this agreement an
amount equal to the cumulative premium payments made by the Corporation
with interest accrued thereon at nine percent (9%) simple interest per
annum computed from the date of each respective contribution. This
amount shall be referred to as the "Repayment Amount".

4. Affirmation. In all other respects, the parties affirm and ratify
-----------
the Agreement.

<PAGE>

NUVISION, INC.
By /S/ JONATHAN E. RAVEN
Its Executive Vice President

/S/ BRAD JEFFREY SHAPIRO
/S/ LESLIE MICHELLE RAVEN
/S/ JAN LORI ALBERT

<PAGE>

SECOND AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Amendment made as of May 1, 1991, by and between NuVision, Inc., a
Michigan Corporation (the "Corporation") , and Brad Jeffrey Shapiro, Leslie
Michelle Raven, and Jan Lori Albert (collectively, "Owners")

RECITALS
A. Effective April 5, 1987, the Corporation and the Owners executed a
Split Dollar Life Insurance Agreement (the "Agreement") .
B. The Agreement was amended by a First Amendment (the "First
Amendment") dated April 17, 1989.
C. The parties wish to execute this Amendment to revise the
description of the insurance policy described in the Agreement.

AGREEMENT

The parties agree as follows:

1. Amount of Policy. Article I of the Agreement is deleted and the
following substituted in its place effective April 5, 1987:
ARTICLE I

Application and Maintenance of Insurance. Owners have applied to
----------------------------------------
Manufacturers Life insurance Company for issuance of the Policy on the
Life Insureds in the face amount of $4,056,000 permanent insurance with
an additional term life insurance rider in the amount of $1,944,000.
The owners will each own an undivided one-third interest in the Policy
as tenants in common. It is the parties intent that dividends will be
applied to maintain additional term insurance throughout the term of the
Policy and that the total value of death benefits under the Policy will
be at least $6,000,000.

2. Ratification. In all other respects, the parties affirm and
------------
ratify@he Agreement, subject to the First Amendment.

IN WITNESS WEEREOF, the parties have executed this Agreement as of May
1, 1991.

<PAGE>

NUVISION, INC.
By /S/ JONATHAN E. RAVEN
Its Executive Vice President

/S/ BRAD JEFFREY SHAPIRO
/S/ LESLIE MICHELLE RAVEN
/S/ JAN LORI ALBERT

<PAGE>

AGREEMENT REGARDING SPLIT DOLLAR LIFE INSURANCE AGREEMENT

This Agreement is entered into on April 27, 1995 among NuVision, Inc., a
Michigan corporation (the "Corporation"), Brad Jeffrey Shapiro, Leslie
Michelle Raven and Jan Lori Albert, NI Acquiring Corp. ("Purchaser") and
American Vision Centers, Inc. ("Parent").

FACTUAL BACKGROUND

Certain of the parties listed above are presently parties to that
certain Split Dollar Life Insurance Agreement dated April 5, 1987 as amended
on April 17, 1989 (the "Split Dollar Agreement"). All capitalized terms used
herein which are not defined herein shall have the meanings ascribed in the
Split Dollar Agreement.

A. As of the date hereof, the total amount of the cumulative premium
payments made by the Corporation in respect of the Policy, together with
accrued interest, is $567,279.

B. The Purchaser, Parent and the Corporation are entering into a
certain Agreement and Plan of Merger dated even date herewith, pursuant to
which the Purchaser intends to acquire the entire outstanding equity interest
in the Corporation (the "Merger Agreement").

C. The parties wish to execute this Agreement in order to terminate
the Split Dollar Agreement and to express certain agreements as to various
provisions relating to obligations under the Split Dollar Agreement.

In consideration of the covenants and agreements contained herein, it is
agreed as follows:

1. This Agreement will be effective only upon the first to occur
of the date and time (the "Effective Time") that the Purchaser either (i)
merges with the Corporation pursuant to the Merger Agreement; or (ii) accepts
for payment and purchases shares of the Corporation's common stock properly
tendered pursuant to the Offer (as defined in the Merger Agreement).

2. Effective at the Effective Time, the Corporation

<PAGE>

shall release and discharge all of the Owners from any obligation for
repayment of the Repayment Amount or any other obligation to the Corporation
under or related to the Split Dollar Agreement, irrevocably and absolutely.
Further, effective at the Effective Time (i) the Corporation shall terminate
the Collateral Assignment and otherwise release and relinquish any security
or similar collateral interest it may have in the Policy.

3. Effective at the Effective Time: (i) the Corporation shall
assign all of its rights and delegate all of its duties to the Owners,
severally in accordance with the Owners' respective interests in the Policy,
(ii) the Owners severally in accordance with the Owners' respective interests
in the Policy shall assume and discharge all obligations of the Corporation
pursuant to the Split Dollar Agreement, and (iii) the Owners shall release
the Corporation from any further obligation or liability under or related to
the Split Dollar Agreement irrevocably and absolutely.

4. Except as otherwise provided in this Agreement, the Split
Dollar Agreement and the Collateral Assignment shall terminate as of the
Effective Time and shall be of no further force and effect thereafter.

5. The Purchaser and Parent hereby consent to the agreements
contained in this Agreement.

6. This Agreement shall terminate and be of no force and effect
if the Merger Agreement is terminated.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Its: President

NUVISION, INC.
AMERICAN VISION CENTERS, INC.
By: /S/ JONATHAN E. RAVEN
Its: President By: /S/ SETH R. POPPEL
Its: President

NI ACQUIRING CORP.

By: /S/ SETH R. POPPEL

<PAGE>

/S/ BRAD JEFFREY SHAPIRO
Brad Jeffrey Shapiro

/S/ LESLIE MICHELLE RAVEN
Leslie Michelle Raven

/S/ JAN LORI ALBERT
Jan Lori Albert

EXHIBIT 3

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the "Agreement") is made and entered into
effective as of the 11th day of March 1993, by and between NuVision, Inc., 2284
S. Ballenger Hwy., Flint, MI 48503 ("NuVision") and American Vision Centers,
Inc. ("Recipient").

RECITALS

1. In connection with the consideration by Recipient of a possible
transaction with NuVision or its subsidiaries, NuVision has agreed to furnish
certain confidential oral and written communication to Recipient.

2. Recipient, for good and valuable consideration recited below, hereby
agrees, pursuant to the terms hereof, to hold confidential oral and written
information regarding or possessed by NuVision and not to use, disseminate, or
disclose such information except as provided below.

AGREEMENT

In consideration of a possible transaction by NuVision or its subsidiaries
with Recipient, the receipt and sufficiency of which are hereby acknowledged by
Recipient, and in further consideration of the mutual promises and covenants
contained herein, the parties agree as follows:

1. Information. Recipient recognizes that NuVision's business interest
-----------
requires a confidential relationship between recipient and NuVision and the
fullest practical protection and confidential treatment of NuVision's financial
data, balance sheets, statements of income and surplus, sales policies, trade
secrets, information concerning NuVision store, superstore, and laboratory
operations, information concerning NuVision franchise operations, product
designs, plans, programs, ideas, concepts, improvements, discoveries and any and
all other information, data, knowledge of and ideas relating to NuVision's
business, including but not limited to financial information and projections,
sales data and procedures, costs information, pricing terms and techniques,
employee compensation, creditor relationships, marketing and merchandising plans
and techniques, methods of doing

<PAGE>

business and other confidential information (all of the aforementioned items
being hereinafter referred to as the "Evaluation Material") which is owned by
NuVision and its Affiliates (the term "Affiliates", as used herein, meaning,
with respect to a party, persons or entities controlling, controlled by, or
under common control of the party, including but not limited to its subsidiary
and parent corporations) or which is used in the operation of the business of
NuVision or its Affiliates. Recipient acknowledges and agrees that all such
Evaluation Material constitutes valuable, special and unique assets of NuVision
and its Affiliates, the disclosure of which would cause substantial injury and
loss of profits and goodwill to NuVision.

The definition of Evaluation Material for the purpose of this Agreement
does not include information that was or becomes generally available to the
public other than as a result of a disclosure by Recipient or by its directors,
officers, employees, agents, representatives, partners, attorneys, accountants,
or advisors ("Representatives").

2. Confidentiality.
---------------

i. Recipient agrees that the Evaluation Material shall be used by
Recipient and its Representatives solely for the purpose of evaluating a
possible transaction between Recipient and NuVision (or a subsidiary of
NuVision).

ii. Recipient agrees that it shall, and shall cause each of its
Representatives to, (a) keep secret and treat confidentially all of the
Evaluation Material; (b) not aid others in learning of or using or planning the
use of any Evaluation Material; (c) neither directly nor indirectly disclose the
Evaluation Material to others outside of Recipient and its Affiliates; (d) not
use the Evaluation Material for its own account (excepting the use by Recipient
to evaluate a possible transaction by Recipient with NuVision) and not plan for,
aid, or abet others in the use of it for the benefit of anyone other than
NuVision; (e) not make or disclose documents or instruments or copies of
documents or instruments containing disclosures of Evaluation Material; and (f)
not otherwise in any way willfully or intentionally use, disseminate, nor
disclose any of the Evaluation Material, directly or indirectly, without the
prior written consent of NuVision.

iii. Recipient agrees that all files, records, documents, instruments,
information, data, and similar items relating to the

<PAGE>

business of NuVision and its Affiliates and constituting Evaluation Material,
whether given to Recipient by NuVision or prepared by Recipient or its
Representatives or otherwise coming into Recipient's possession, shall remain
the exclusive property of NuVision, and upon written request by NuVision,
Recipient shall promptly return said files, records, documents, instruments,
information, data and similar items to NuVision.

iv. Recipient shall (a) not disclose Material to any of its
Representatives unless the Representative needs to know such Evaluation Material
for the sole purpose of evaluating the possible transaction with NuVision; (b)
inform its Representatives of the confidential nature of the Evaluation
Material; (c) direct the Representatives to treat the Evaluation Material
confidentially; and (d) be responsible for any breach of this Agreement by
Recipient or by its Representatives.

v. Recipient shall not, and shall direct its Representatives not to,
disclose to any person either the fact that any investigation, discussions, or
negotiations are taking place concerning a possible transaction with NuVision or
any of the terms, conditions or other facts with respect to any such possible
transaction, including the status thereof, except as may be necessary in the
opinion of Recipient's counsel to comply with the requirements of any law,
governmental order or regulation, or subpoena or other lawful process. The term
"person" as used in this Agreement shall be broadly interpreted and shall
include, without limitation, any corporation, company, partnership, joint
venture, entity or individual.

3. Future Acquisitions. Recipient agrees that for a period of three
-------------------
years from the date hereof, Recipient and its Affiliates and Representatives
will not (and Recipient and they will not assist or encourage others to),
directly or indirectly, unless specifically requested in writing in advance by
NuVision's Board of Directors; (i) acquire or offer, seek, propose or agree to
acquire, ownership (including, but not limited to, beneficial ownership as
defined in rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
any of NuVision's property or any securities issued by NuVision, or any rights
or option to acquire such ownership, (ii) seek or propose to influence or
control NuVision's management or its policies, or (iii) make any public
disclosure with respect to any of the foregoing.

4. Proposals to NuVision. NuVision expressly reserves the
---------------------

<PAGE>
right, at its sole direction, to reject any or all expressions of interest or
proposals made to NuVision and/or to terminate discussion with any entity at any
time. NuVision shall have no legal commitment or obligation to any entity or
person reviewing the Evaluation Material or making any proposal unless and until
a definitive written agreement for a transaction with NuVision and Recipient has
been executed by all parties.

5. Accuracy or Completeness of Information. Recipient agrees and
---------------------------------------
understands that NuVision and its Representatives and NuVision's Affiliates and
their Representatives make no representation or warranty as to the accuracy or
completeness of the Evaluation Material supplied to Recipient or its
Representatives. Recipient agrees that NuVision and its Representatives and
NuVision's Affiliates and their Representatives shall not have any liability to
Recipient or its affiliates or any Representative of Recipient resulting from
the reliance upon or the use of the Evaluation Materials by them.

6. Independent Relationship. Recipient is not an employee, agent,
------------------------
representative, partner, joint venturer or attorney-in-fact for NuVision, and
Recipient shall have no authority to act for, act in the name of, or bind
NuVision or its Affiliates in any manner whatsoever.

7. Confined to Terms. This Agreement shall establish no rights, duties
-----------------
or obligations between NuVision and Recipient other than rights, duties or
obligations expressly provided by the terms of this Agreement. This Agreement
constitutes the full and entire understanding and agreement between the parties
with regard to the subject matter hereof.

8. Remedies. In view of the difficulty in determining the amount of
--------
damages that may result to NuVision and its Affiliates from the breach of any of
Recipient's obligations under this Agreement, it is the intent of the parties
hereto that in addition to monetary damages, NuVision shall have the right to
prevent any such breach in equity or otherwise, including without limitation,
prevention by means or injunctive relief. Recipient hereby waives any
requirement for the securing or posting of any bond in connection with such
remedy.

9. Severability. If for any reason any provision contained in this
------------
Agreement should be held invalid in whole or in part by a court of competent
jurisdiction, then it is the intent of the

<PAGE>

parties hereto that the balance of this Agreement be enforced to the full extent
permitted by applicable law.

10. Term. The term of this Agreement shall commence on the date hereof
----
and shall continue until it expires three years later.

11. Governing Law. This Agreement shall be construed under the laws of
-------------
the State of Michigan, without giving effect to its conflict of laws,
principles, or rules.

12. Payment of Legal Expenses. In the event that Recipient shall fail to
-------------------------
perform any of its obligations under this Agreement, Recipient hereby agrees to
pay all reasonable expenses, including reasonable attorney's fees, which may be
incurred by NuVision in a successful enforcement of its rights under this
Agreement. This Section 12 shall survive the expiration or termination of this
Agreement.

13. Waiver and Amendment. Any term or provision of this Agreement may be
--------------------
waived at any time by the party which is entitled to the benefits thereof, and
any term or provision of this Agreement may be amended or supplemented at any
time by the written agreement of the parties. No failure or delay by NuVision
in exercising any right, power or privilege pursuant to this Agreement shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise of any right, power or privilege.

14. Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning of this
Agreement.

EXECUTED AND AGREED to as of the date first above written.

NUVISION, INC. AMERICAN VISION CENTERS, INC.

By: /S/ JONATHAN E. RAVEN By: /S/ SETH POPPEL
Its: PRESIDENT Its: CHAIRMAN

PRESS RELEASE EXHIBIT 4
For Further Information Contact:

American Vision Centers, Inc.:
Seth Poppel, Chairman
212-385-1000
or
NuVision, Inc.:
Jonathan Raven, President
810-767-0900

FOR IMMEDIATE RELEASE

FLINT, MI (April 28, 1995)--American Vision Centers, Inc. ("AVC") and NuVision,
Inc. (NUVI-Nasdaq/NMS) today announced that they have entered into an agreement
pursuant to which AVC would purchase all the outstanding shares of NuVision,
Inc. for $7.60 per share in cash, or approximately $21 million. A definitive
merger agreement was entered into by the parties following unanimous approval by
NuVision's board of directors. NuVision, which is a major retailer of
prescription and non-prescription eyecare products and related services with
annual systemwide sales of approximately $60 million and 126 retail outlets, has
approximately 2.7 million shares outstanding.

The merger agreement calls for a subsidiary of AVC to make a cash tender offer
promptly for all outstanding shares of common stock of NuVision at a price of
$7.60 per share. The tender offer will be followed as soon as possible by a
cash merger in which each share of NuVision not acquired in the tender offer or
otherwise will be converted into the right to receive $7.60 in cash. The tender
offer is scheduled to commence the week of May 1, 1995.

AVC also stated that it has entered into a shareholder agreement with Dr. Eli
Shapiro, Chairman, Chief Executive Officer and founder of NuVision, and his
wife, pursuant to which they have agreed to tender all of their NuVision shares,
representing approximately 40% of NuVision's outstanding shares on a fully
diluted basis, into the AVC offer, and to vote for the merger if necessary.

AVC is the largest all-franchise optical chain in the United States, and is
headquartered in New York.

Seth Poppel, Chairman of AVC, stated "We are excited by the prospect of having a
major market position in three key geographic areas with over 190 stores and
system sales of $90 million. The company will be well positioned to compete
effectively in the enormously attractive but rapidly changing optical industry.
We look forward to working with the

<PAGE>

fine NuVision management, and all of the NuVision professional staff and
associates in providing the absolute highest quality eyecare and eyewear to the
over one million patients we will jointly serve going forward."

Exhibit 5

NU VISON LETTERHEAD

May 4, 1995

To our Shareholders:

I am pleased to inform you that on April 27, 1995, NuVision, Inc. entered
into an Agreement and Plan of Merger with NI Acquiring Corp., a wholly-owned
subsidiary of American Vision Centers, Inc., pursuant to which NI Acquiring
Corp. has commenced a cash tender offer to purchase all of the outstanding
shares of NuVision Common Stock for $7.60 per share. Under the Merger Agreement,
the Offer will be followed by a merger in which any remaining shares of NuVision
Common Stock will be converted into the right to receive $7.60 per share in
cash, without interest.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE SHAREHOLDERS OF THE COMPANY,
HAS APPROVED THE OFFER AND THE MERGER, AND UNANIMOUSLY RECOMMENDS THAT THE
NUVISION SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE
OFFER.

In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Legg Mason Wood Walker,
Incorporated, financial advisor to the Board of Directors, that the
consideration to be received by holders of NuVision Common Stock in the Offer
and the Merger is fair to such holders, from a financial point of view.

In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated May 4, 1995, of NI Acquiring Corp.,
together with related materials, including a Letter of Transmittal to be used
for tendering your Shares. These documents set forth the terms and conditions of
the Offer and Merger and provide instructions as to how to tender your Shares. I
urge you to read the enclosed materials carefully.

Sincerely,
SIG [TO COME]
Eli Shapiro
Chairman of the Board
and Chief Executive Officer

EXHIBIT 6.1

April 3, 1995

PERSONAL AND CONFIDENTIAL

NuVision, Inc.
2284 So. Ballenger Highway
P.O. Box 2600
Flint, Michigan 48501
Attn: Mr. Jonathan Raven

Dear Gentlemen:

This letter is to confirm our understanding of the basis upon which Legg
Mason Wood Walker, Inc. ("Legg Mason") is being engaged by NuVision, Inc. (the
"Company") to provide the advisory services described herein.

1. Scope of Engagement. Legg Mason has been engaged by the Company as a
-------------------
financial advisor to the Board of Directors of the Company (the "Board")
with respect to a possible transaction (the "Transaction") as described in
a proposal (the "Proposal") for the acquisition by American Vision Centers,
Inc., or an affiliate thereof, for cash, of all of the outstanding shares
of the capital stock of the Company. Unless expressly agreed to in writing
by Legg Mason, no one other than the Board is authorized to rely upon this
engagement of Legg Mason or any statements, conduct or advice of Legg
Mason, and no one other than the Board is intended to be a beneficiary of
this engagement.

2. Services to be Provided by Legg Mason. As financial advisor to the
-------------------------------------
Board, Legg Mason will (i) review the Proposal, (ii) consult with the Board
and its representatives regarding the financial aspects of the Proposal,
and (iii) if requested by the Board, render its opinion to the Board (the
"Opinion") as to the fairness, from a financial point of view, to the
shareholders of the Company of the consideration offered to be paid to such
shareholders pursuant to the Proposal.

Legg Mason hereby consents to a description of and to inclusion of the
Opinion (in its entirety), and to references

<PAGE>

to Legg Mason, in the filings required to be made by the Company with the
Securities and Exchange Commission in connection with the Proposal and in
materials delivered to the shareholders of the Company which are part of
such filings, subject to Legg Mason's prior review and approval of such
descriptions and references. Except as set forth in the preceding
sentence, neither the opinion nor any advice of Legg Mason shall be used
for any other purpose.

3. Information Regarding the Company. The Company will furnish Legg
---------------------------------
Mason with all information concerning the Company which Legg Mason
reasonably requests in connection with the performance of its obligations
hereunder. The Company understands that in rendering services hereunder
Legg Mason will be relying, without independent verification, on all
information that is or will be furnished to Legg Mason by or on behalf of
the Company or any other party or potential party to the Transaction and on
other publicly available information, and Legg Mason will not in any
respect be responsible for the accuracy or completeness thereof. The
Company also understands that in rendering services hereunder Legg Mason
will be relying, without independent verification, on the advice of counsel
to the Company, and other advisors to the Company as to tax and other
matters relating to the Transaction.

4. Fees. In consideration of our services as the financial advisor to
----
the Board, the Company agrees to pay Legg Mason a non-refundable initial
fee of $25,000 upon execution of this agreement. No portion of this fee
shall be refundable in the event that Legg Mason is unable to provide its
opinion that the Transaction is fair, from a financial point of view, to
the shareholders of the Company or if the Transaction is not consummated.
The Company shall pay Legg Mason an additional $25,000 upon the delivery of
its opinion to the Board. In addition, to the extent officers or employees
of Legg Mason assist in or provide testimony at any action, suit, hearing
or proceeding related to or arising from the Transaction or Legg Mason's
engagement hereunder (whether in trial or in deposition or at any hearing,
and whether during or after the term of this engagement), the Company will
pay Legg Mason, in addition to the fee set forth above, Legg Mason's
customary per diem charges.

<PAGE>

5. Reimbursement of Expenses. In addition to the fees described in
-------------------------
Section 4 above and the obligation of the Company to pay certain expenses
set forth in Section 6 below, and whether or not the Transaction is
consummated, the Company will pay all of Legg Mason's reasonable out-of-
pocket expenses (including the fees and disbursements of its counsel)
incurred in carrying out its duties under this engagement.

6. Indemnification and Contribution; Limitation of Liability. The
---------------------------------------------------------
Company agrees to indemnify and hold harmless Legg Mason and its affiliates
and their respective officers, directors, employees and agents, and any
persons controlling Legg Mason or any of its affiliates within the meaning
of Section 15 of the Securities Act of 1933 or Section 20 of the Securities
Exchange Act of 1934 (Legg Mason and each such other person or entity being
referred to herein as an "Indemnified Person"), from and against all
claims, liabilities, losses or damages (or actions in respect thereof) or
other expenses which (A) are related to or arise out of (i) actions taken
or omitted to be taken (including any untrue statements made or any
statements omitted to be made) by the Committee, the Company or their
respective affiliates or (ii) actions taken or omitted to be taken by an
Indemnified Person with the consent or in conformity with the actions or
omissions of the Committee, the Company or their respective affiliates or
(B) of the preceding sentence which are finally judicially determined to
have resulted solely from such Indemnified Person's gross negligence or
willful misconduct. In addition, the company agrees to reimburse each
Indemnified Person for all out-of-pocket expenses (including fees and
expenses of counsel) as they are incurred by such Indemnified Person in
connection with investigating, preparing, conducting or defending any such
action or claim, whether or not in connection with litigation in which any
Indemnified Person is a named party, or in connection with enforcing the
rights of such Indemnified Person hereunder.

If for any reason the foregoing indemnity is unavailable to an Indemnified
Person or insufficient to hold an Indemnified Person harmless, then the
Company shall contribute to the amount paid or payable by such Indemnified
Person as a result of such claim, liability, loss, damage or expense in
such proportion as is appropriate to reflect into only the relative

<PAGE>

benefits received by the Company on the one hand and Legg Mason on the
other, but also the relative fault of the Company and Legg Mason, as well
as any relevant equitable considerations, subject to the limitation that in
any event the aggregate contribution of all Indemnified Persons to all
losses, claims, liabilities, damages and expenses shall not exceed the
amount of fees actually received by Legg Mason pursuant to this agreement.
It is hereby further agreed that the relative benefits to the Company on
the one hand and Legg Mason on the other with respect to the proposed
Transaction contemplated by this agreement shall be deemed to be in the
same proportion as (i) the total value of the Transaction as completed or
proposed bears to (ii) the fees paid to Legg Mason under this agreement.

Without limitation of the above, no Indemnified Person shall have any
liability to the Company or any other person in connection with the
services rendered pursuant to this agreement, except for any liability for
losses, claims, damages or liabilities finally judicially determined to
have resulted solely from such Indemnified Person's gross negligence or
willful misconduct.

If indemnification is to be sought hereunder by any Indemnified Person,
then such Indemnified Person shall notify the Company of the commencement
of any action or proceeding in respect thereof; provided, however, that the
failure so to notify the Company shall not relieve the Company from any
liability that it may otherwise have to such Indemnified Person. Following
such notification, the Company may elect in writing to assume the defense
of such action or proceeding, and, upon such election, it shall not be
liable for any legal costs subsequently incurred by such Indemnified Person
(other than reasonable costs of investigation) in connection therewith,
unless (i) the Company has failed to provide counsel reasonably
satisfactory to such Indemnified Person in a timely manner or (ii)
representation of such Indemnified Person by counsel provided by the
Company could present such counsel with a conflict of interest.

The indemnity, contribution, expense reimbursement and related provisions
set forth above shall be in addition to any liability the Company may have
to any Indemnified Person at

<PAGE>

common law or otherwise, and shall survive the expiration of the term of
this agreement or consummation of the Transaction.

7. Tombstones. The Company agrees that following the closing of the
----------
Transaction, Legg Mason has the right to place advertisements in financial
and other newspapers and journals at its own expense describing its
services to the Company hereunder, provided that Legg Mason will submit a
copy of any such advertisements to the Company for its prior approval,
which approval shall not be unreasonably withheld.

8. Term of Engagement. The term of this engagement will continue until
------------------
the earlier of one year from the date hereof or until the Company has
determined not to pursue the Transaction.

9. Miscellaneous. The terms and provisions of this agreement are solely
-------------
for the benefit of the Company and Legg Mason and the other Indemnified
Persons and their respective successors, assigns, heirs and personal
representatives, and no other person shall acquire or have any right by
virtue of this agreement. This agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Pennsylvania
without regard to such state's principles of conflicts of laws, and may be
amended, modified or supplemented only by written instrument executed by
each of the parties hereto.

If the foregoing is in accordance with our entire understanding in this
regard, please sign and return to us the enclosed duplicate hereof.

Very truly yours,

LEGG MASON WOOD WALKER, INC.

By: /S/ ROBERT G. LEVINE
Title: Principal

ACCEPTED AND AGREED TO:

NuVision, Inc.

<PAGE>

By: /S/ JONATHAN E. RAVEN
Name: Jonathan E. Raven
Title: President
Date:

Exhibit 6.2

LEGG MASON CORPORATE FINANCE LETTERHEAD

April 27, 1995

EXTREMELY CONFIDENTIAL
Board of Directors
NuVision, Inc.
2284 So. Ballenger Highway
P.O. Box 2600
Flint, Michigan 48501

Gentlemen:

We understand that NuVision, Inc. ("NuVision") has received an offer from
American Vision Centers, Inc., or its affiliates (collectively, "AVC"), pursuant
to which the stockholders of NuVision would receive $7.60 per share in cash (the
"Transaction"). The April 26, 1995 draft Agreement and Plan of Merger, dated as
of April 27, 1995 between NuVision, AVC and AVC's affiliate, NI Acquiring Corp.
(the "Merger Agreement") provides, among other things, that AVC will promptly
commence a cash tender offer for all the outstanding shares of NuVision at $7.60
per share, in cash, to be followed as soon as practicable by the merger of
NuVision in which each Nuvision common share not purchased in the Tender Offer
will be converted into the right to receive $7.60 in cash.

You have asked us to render our opinion as investment bankers as to whether
the consideration to be received by the public stockholders of NuVision is fair,
from a financial point of view, to such stockholders.

For purposes of rendering this opinion, we have:

1. reviewed the Merger Agreement;

2. reviewed NuVision's Annual Report to Shareholders and annual reports
on Form 10-K for the fiscal years ended December 31, 1990 through 1994;

3. reviewed certain operating and financial information, including
projections, provided to us by management relating to NuVision's business
and prospects;

4. met with certain members of NuVision's senior management to discuss
its operations, historical financial statements and future prospects;

5. visited NuVision's headquarters and one of its stores in Flint,
Michigan;

6. reviewed the historical stock prices and trading volume of the common
shares of NuVision;

7. reviewed publicly available financial data and stock market
performance data of public companies which we deemed generally comparable to
NuVision;

8. reviewed publicly available financial data relating to merger and
acquisition transactions we deemed generally comparable to the Transaction;
and

9. conducted such other studies, analyses, inquiries and investigations
and considered such other financial, economic and market criteria as we
deemed appropriate.

In the course of our review, we have relied upon and assumed, without
independent verification, the accuracy and completeness of the financial and
other information provided to us by management, and we have further relied upon
the assurances of management that they are unaware of any facts that would make
the information provided to us incomplete or misleading. With respect to
financial forecasts and other information provided to or otherwise discussed
with us, we assumed that such forecasts and other information were reasonably
prepared on bases reflecting the best currently available estimates and
judgments of the management of NuVision as to the expected
<PAGE>
future financial performance of Nuvision. In arriving at our opinion we have not
performed or obtained any independent appraisal of the assets or liabilities
(contingent or otherwise) of NuVision. We were not requested to, and did not,
solicit third party indications of interest in acquiring all or any part of
NuVision. Our opinion is necessarily based upon financial, stock market and
other conditions and circumstances existing and disclosed to us as of the date
hereof.

The opinion expressed herein is provided solely for the use of the Board of
Directors in its evaluation of the proposed Transaction and is not intended to
confer rights or remedies upon any stockholder of NuVision or any person other
than the Board of Directors. Our opinion may not be published or otherwise used
or referred to, nor shall any public reference to Legg Mason be made, without
our prior written consent.

Based on and subject to the foregoing, our experience as investment bankers,
our work as described above and other factors we deemed relevant, it is our
opinion as investment bankers that, as of the date hereof, the consideration to
be received by the public stockholders of NuVision is fair, from a financial
point of view, to such stockholders.

/S/ LEGG MASON WOOD WALKER, INCORPORATED