VISION TWENTY ONE INC
EMPLOYMENT AGREEMENT WITH ANDREW ALCORN
<DOCUMENT>
<TYPE>EX-10.96
<SEQUENCE>6
<FILENAME>g65310ex10-96.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT WITH ANDREW ALCORN
<TEXT>

<PAGE>   1
                                                                  Exhibit 10.96


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT
                              --------------------



                  THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Agreement"), effective as of the 31st day of July, 2000 (the "Effective
Date"), by and among VISION TWENTY-ONE, INC., a Florida corporation, ("Vision
21"), MEC HEALTH CARE, INC., a Maryland corporation ("MEC"), BLOCK VISION,
INC., a New Jersey corporation ("Block Vision"; Vision 21, MEC and Block Vision
may be collectively referred to as the "Company"), and Andrew Alcorn (the
"Executive").

                  WHEREAS, the Executive has served the Company as an executive
officer and/or key employee of Vision 21 and Block Vision in accordance with
the terms of an Employment Agreement dated August 1, 1999, as amended (the
"Original Agreement");

                  WHEREAS, in connection with the current restructuring of the
Company, the Company wishes to assure itself of the continued services of the
Executive for the period provided in this Agreement and the Executive is
willing to continue to serve in the employ of the Company for such period; and

                  WHEREAS, the Company and the Executive wish to amend and
restate the Original Agreement effective as of the Effective Date in accordance
with the terms and conditions hereinafter set forth.

                  NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties, intending to be legally bound, hereby agree as
follows:


         1.       EMPLOYMENT

                  The Company hereby agrees to employ the Executive as
President of the Company upon the terms and conditions herein contained, and
the Executive hereby agrees to accept such employment for the term described
below. The Executive shall have such powers and responsibilities consistent
with his position as President as the Chief Executive Officer may assign to
him.

                  Throughout the term of this Agreement, the Executive shall
devote his best efforts and substantially all of his business time and services
to the business and affairs of the Company. This shall include business travel
by the Executive at a level consistent with the reasonable business needs of
the Company consistent with past practice. If the Company elects to relocate
the Executive's principal place of business outside of the central New Jersey
area without the Executive's consent, the provisions of Section 5 (a) shall
apply.

                  The Executive also agrees to serve as a member of the Newly
Constituted Board (as such term is defined in Section 6 (b) (3) of this
Agreement) of the Company, if requested, for no additional compensation, during
the term of this Agreement.



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         2.       TERM OF AGREEMENT

                  The initial term (the "Initial Term") of employment under
this Agreement shall be for a period of five years and five months commencing
as of the Effective Date and ending on December 31, 2005. After the expiration
of the Initial Term, the term of the Executive's employment hereunder may be
extended by mutual consent of the parties hereto. The parties shall each
endeavor to give to the other written notice of their intentions regarding
renewal of this Agreement at least ninety (90) days prior to the expiration of
the Initial Term, or any renewal term, and any such renewal shall be
conditioned upon the execution and delivery of an appropriate amendment to this
Agreement. If the Company does not offer the Executive the opportunity to renew
this Agreement at the expiration of the Initial Term on terms at least as
favorable as those in effect immediately prior to the expiration of the Initial
Term, the Company shall be obligated to make a series of monthly payments to
the Executive for twelve (12) months from the date of the expiration of the
Initial Term. Each monthly payment shall be equal to one-twelfth (1/12th) of
the Executive's annual base salary in effect during the last twelve (12) months
of the Initial Term.

         Notwithstanding the foregoing, the Company shall be entitled to
terminate this Agreement immediately, subject to a continuing obligation to
make any payments required under Section 5 below, if the Executive (i) becomes
disabled as described in Section 5(b), (ii) is terminated for Cause, as defined
in Section 5(c), or (iii) voluntarily terminates his employment before the
expiration of the Initial Term or any renewal term of this Agreement, as
described in Section 5(d).


         3.       SALARY AND BONUS INCENTIVES

                  The Executive shall receive a base salary during the term of
this Agreement at a rate of not less than $275,000 per annum, payable in
biweekly installments consistent with the Company's normal payroll schedule.
The Executive's annual base salary during the term of this Agreement may be
increased as deemed appropriate by the Board.

                  The Executive shall also be entitled to receive the following
incentive bonuses from the Company:

                  (a)      Move Bonus. The Executive shall be paid a one time
         move bonus of $75,000 payable as follows: (i) $37,500 shall be paid
         when the accounting and payroll systems for the Company which are
         currently operated at Vision 21's office in Largo, Florida are moved
         to and are operational in Baltimore, Maryland, in a commercially
         reasonable manner; and (ii) $37,500 shall be paid when the AS 400
         operating system and the claims processing and member services
         functions which are currently operated at Block Vision's office in
         Boca Raton, Florida are moved to and are operational in Baltimore,
         Maryland, in a commercially reasonable manner.

                  (b)      Bank Covenant Compliance Bonus. The Executive shall
         be paid a compliance bonus (the "Bank Covenant Compliance Bonus"),
         equal to ten percent (10%) of the




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         Executive's annual base salary, if the Company is in compliance with
         all financial and other covenants (collectively, the "New Credit
         Facility Covenants") contained in the credit agreement to be entered
         into on or about September 30, 2000 among the Company, the Bank of
         Montreal, as Agent, and the other lenders a party thereto (the "New
         Credit Agreement"), which New Credit Agreement will memorialize the
         refinancing of the Vision 21 credit facility in existence as of the
         Effective Date. An amount equal to Two and one-half percent (2 1/2%)
         of the Bank Covenant Compliance Bonus shall be paid to the Executive
         for each fiscal quarter during which the Company maintained compliance
         with the New Credit Facility Covenants. Each quarterly payment shall
         be made to the Executive within ten (10) days of the delivery by the
         Company's Chief Financial Officer to the banks which are a party to
         the New Credit Agreement (collectively, the "Banks") of the compliance
         certificate required under the New Credit Agreement.

                  (c)      Performance Bonus. The Executive shall be paid a
         performance bonus (the "Performance Bonus") equal to the following
         percentage of the Executive's annual base salary (as in effect on the
         last day of the applicable fiscal year), if the following percentage
         of the EBITDA Target for the applicable fiscal year is achieved:


                     Percentage of             Percentage of
                  Annual Base Salary           EBITDA TARGET
                  ------------------           -------------

                           20%                   95-105%
                           25%                   106-115%
                           35%                   116-120%
                           40%                   121-125%
                           50%                   126% plus


         If earned, the Performance Bonus shall be paid to the Executive within
         ninety (90) days of the end of the applicable fiscal year.

         Unless revised by mutual consent of the Company and the Executive, the
         EBITDA Target for the fiscal years 2001 and 2002 shall be as follows:


                      Fiscal Year              EBITDA Target
                      -----------              -------------

                          2001                   $6,589,000
                          2002                   $7,867,000


         The EBITDA Target for the fiscal years 2003, 2004 and 2005 will be
         determined by the Board of Directors.

         For purposes hereof, EBITDA shall have the meaning given to such term
         in the New Credit Agreement, except that (i) EBITDA shall be limited
         to the EBITDA of the Company's managed care division less general
         corporate overhead, and shall exclude EBITDA for the Company's ASC/RSC
         division, (ii) EBITDA shall be calculated before consideration of any



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         bonus amounts earned pursuant to this Agreement or earned pursuant to
         any other agreement between the Company and an executive containing
         bonus arrangements similar to those contained in this Agreement, and
         (iii) EBITDA for fiscal year 2001 shall exclude the impact of the
         reversal of restructuring related accruals booked in fiscal year 2000
         or earlier.



                  (d)      Sale Bonus. The Executive shall be paid a sale bonus
         (the "Sale Bonus") if the Company is sold pursuant to a merger, sale
         of assets or sale of stock as a result of the Company's inability,
         after commercially reasonable efforts are made, to refinance the
         Company's indebtedness to the Banks under the New Credit Agreement,
         other than due to the Company's default under the New Credit
         Agreement, by the initial maturity of the New Credit Agreement
         (hereinafter, a "Sale Event"), as follows: if the Sale Event occurs
         subsequent to the initial maturity of the New Credit Agreement, the
         executive management team of the Company shall be entitled to receive
         an amount equal to two and one-half percent (2 1/2%) of the gross
         sales price realized by the Company from the Sale Event (the
         "Management Bonus"), and the Executive shall be entitled to receive an
         amount equal to twenty-one and 43/100 percent (21.43% )of the
         Management Bonus at the closing of the Sale Event. For purposes
         hereof, the following individuals shall constitute the executive
         management team of the Company: Mark Gordon, O.D.; Andrew Alcorn;
         Ellen Gordon; Richard Jones; and Howard Levin, O.D. If any of such
         individuals cease to be employed by the Company, the Chief Executive
         Officer of the Company may allocate such individual's percentage of
         the Management Bonus to another individual, or reallocate the
         Management Bonus among the remaining members of the executive
         management team named in this Section 3 (d), subject to the approval
         of the Board of Directors or the appropriate committee thereof.


         4.       ADDITIONAL COMPENSATION AND BENEFITS

                  The Executive shall receive the following additional
compensation and welfare and fringe benefits:

                  (a)      Stock Options. Pursuant to the terms of a separate
         Stock Option Agreement, the Executive shall be granted such number of
         stock options under the Vision 21 Stock Incentive Plan as the Board of
         Directors of Vision 21 shall deem appropriate. Such option grant shall
         be made to the Executive within a reasonable period of time, subject
         to shareholder approval of an amendment to Vision 21's Certificate of
         Incorporation increasing the number of authorized shares of Vision 21
         common stock.

                  (b)      Medical Insurance. During the term of this
         Agreement, the Company shall provide the Executive and his dependents,
         at no cost to them, with health insurance coverage on terms at least
         as favorable as those provided to the Executive under the Original
         Agreement. The Executive shall also be entitled to receive life and
         disability insurance




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         coverage on the same basis as such coverage is made available to other
         executives from time to time.


                  (c)      Business Expenses. The Company shall reimburse the
         Executive for all reasonable expenses he incurs in promoting the
         Company's business, including expenses for travel, entertainment of
         business associates service and usage charges for business use of
         cellular phones and similar items, upon presentation by the Executive
         from time to time of an itemized account of such expenditures. The
         Executive shall be entitled to use the use of a Company credit card
         for charging business expenses, in accordance with the Company's
         policy for executive employees.

                  (d)      Automobile. The Company will provide the Executive
         with the use of a leased automobile. The Executive may select the make
         and model desired, up to a maximum monthly lease payment (including
         taxes) of $800. The Company will also cover the costs of routine
         maintenance, fuel and liability insurance for the leased vehicle. The
         Executive will be responsible for appropriately reporting his personal
         use of the vehicle for income tax purposes.

                  (e)      Vacation and Other Absences. The Executive shall be
         entitled to six (6) weeks paid vacation during each year of this
         Agreement, in addition to such other paid absences, whether for
         illness, holidays, personal time or any similar purposes in accordance
         with the plans, policies, programs and practices of the Company
         established for senior executives of the Company from time to time.

                  In addition to the benefits provided pursuant to the
preceding paragraphs of this Section 4, the Executive shall be eligible to
participate in such other executive compensation and retirement plans of the
Company as are applicable generally to other officers, and in such
indemnification or liability insurance arrangements, welfare benefit plans,
programs, practices and policies of the Company as are generally applicable to
other key employees.


         5.       PAYMENTS UPON TERMINATION

                  (a)      Involuntary Termination. If (1) the Executive's
         employment is terminated by the Company during the term of this
         Agreement, other than for (i) death, (ii) disability as described in
         this Section 5 (b), (iii)"Cause" as described in this Section 5 (c),
         (iv) a voluntary termination by the Executive as described in this
         Section 5 (d), or (2) a "Change in Corporate Control" as described in
         Section 6 occurs, the Company shall be obligated to make a series of
         monthly payments to the Executive for twenty-four (24) months from the
         date of such termination or Change in Corporate Control (the
         "Severance Period"). Each monthly payment shall be equal to
         one-twelfth (1/12th) of the sum of the (i) Executive's annual base
         salary paid during the twelve (12) months immediately preceding such
         termination, and (ii) Bank Covenant Compliance Bonus and Performance
         Bonus, if any, earned under Section 3 for the fiscal year immediately
         preceding such termination. The payments made during the last twelve
         (12) months of the Severance Period shall be reduced by all amounts
         the Executive receives as compensation for services performed in any
         position with any new employer




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         (including a position as an officer, employee, consultant or agent, or
         self-employment as a partner or sole proprietor). The Executive shall
         also receive such non-forfeitable benefits already earned and payable
         to him under the terms of any deferred compensation, incentive or
         other benefit plan maintained by the Company, payable in accordance
         with the terms of the applicable plan. If the Company should, during
         the term of this Agreement, require the Executive to relocate his
         business office outside of the central New Jersey area, the Executive
         shall have the right, within sixty (60) days following this request,
         to resign from employment and have such resignation be deemed to be an
         involuntary termination triggering the severance provisions of this
         Section 5 (a).

         If the Company defaults in its obligation to make any severance
         payments required to be paid under this Section 5 (a) or under Section
         2: (i) the provisions of Section 10 shall be inoperable; (ii) the
         entire unpaid balance of the severance payments shall become
         immediately due and payable; and (iii) if the Executive prevails in
         any suit commenced by the Executive to collect such severance
         payments, all costs and expenses of such suit incurred by the
         Executive, including reasonable attorneys' fees, shall be paid by the
         Company to the Executive.

                  (b)      Disability. The Company shall be entitled to
         terminate this Agreement, if the Board of Directors determines that
         the Executive has been unable to attend to his duties for at least
         ninety (90) days because of a medically diagnosable physical or mental
         condition, and has received a written opinion from a physician
         acceptable to the Board that such condition prevents the Executive
         from resuming full performance of his duties and is likely to continue
         for an indefinite period. Upon such termination, the Company shall pay
         to Executive a monthly disability benefit equal to one twenty-fourth
         (1/24th) of his current annual base salary at the time he became
         permanently disabled. Payment of such disability benefit shall
         commence on the last day of the month following the date of the
         termination by reason of permanent disability and cease with the
         earliest of (i) the month in which the Executive returns to active
         employment, either with the Company or otherwise, (ii) the end of the
         Initial Term of this Agreement, or the current renewal term, as the
         case may be, or (iii) the twenty-fourth month after the date of the
         termination. Any amounts payable under this Section 5 (b) shall be
         reduced by any amounts paid to the Executive under any long-term
         disability plan or other disability program or insurance policies
         maintained or provided by the Company.

                  (c)      Termination for Cause. If the Executive's employment
         is terminated by the Company for Cause, the amount the Executive shall
         be entitled to receive from the Company shall be limited to his base
         salary accrued through the date of termination, and any nonforfeitable
         benefits already earned and payable to the Executive under the terms
         of deferred compensation or incentive plans maintained by the Company.

                  For purposes of this Agreement, the term "Cause" shall be
limited to (i) any action by the Executive involving a willful material
disloyalty to the Company, such as embezzlement, fraud, misappropriation of
corporate assets or a breach of the covenants set forth in Sections 9 and 10
below; or (ii) the Executive being convicted of a felony; or (iii) the
Executive being convicted of any lesser crime or offense committed in
connection with the performance of his duties hereunder or involving moral
turpitude; or (iv) the intentional and willful failure by the Executive to
substantially perform his duties hereunder as directed by the Chief Executive
Officer of Vision 21 (other than any such failure resulting from the
Executive's incapacity due to physical or mental disability). No termination
shall occur under subsection (iv) of this Section 5 (d) unless the Executive
shall have first received written




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notice from the Chief Executive Officer advising of the acts or omissions that
constitute the failure to perform his duties, and such failure continues after
he shall have had a reasonable opportunity, not to exceed thirty (30) days, to
correct the acts or omissions complained of.

                  (d)      Voluntary Termination by the Executive. If the
         Executive resigns or otherwise voluntarily terminates his employment
         before the end of the Initial Term or any renewal term of this
         Agreement, the amount the Executive shall be entitled to receive from
         the Company shall be limited to his base salary accrued through the
         date of termination, and any nonforfeitable benefits already earned
         and payable to the Executive under the terms of any deferred
         compensation or incentive plans of the Company.

                  For purposes of this paragraph, a resignation by the
Executive shall not be deemed to be voluntary if the Executive resigns during
the period of three months after the date (1) he is assigned to a position of
lesser rank (other than for Cause, or by reason of permanent disability), (2)
he is assigned duties materially inconsistent with his position, or (3) the
Company breaches any of its material obligations hereunder.

         6.       EFFECT OF CHANGE IN CORPORATE CONTROL

                  (a)      In the event of a Change in Corporate Control, the
         provisions of Section 5 (a) of this Agreement shall apply, and any
         stock options granted to the Executive under Vision 21's Stock
         Incentive Plan shall become immediately vested in full and exercisable
         in full.

                  (b) For purposes of this Agreement, a "Change in Corporate
         Control" shall include any of the following events:

                           (1)      The acquisition in one or more transactions
                  of more than forty percent of Vision 21's outstanding Common
                  Stock by any corporation, or other person or group (within
                  the meaning of Section 14(d)(3) of the Securities Exchange
                  Act of 1934, as amended), excluding any Vision 21 Common
                  Stock issued pursuant to the current restructuring of the
                  Company.

                           (2)      Any merger or consolidation of Vision 21
                  into or with another corporation in which Vision 21 is not
                  the surviving entity, or any transfer or sale of
                  substantially all of the assets of the Company or any merger
                  or consolidation of Vision 21 into or with another
                  corporation in which Vision 21 is the surviving entity and,
                  in connection with such merger or consolidation, all or part
                  of the outstanding shares of Vision 21 Common Stock shall be
                  changed into or exchanged for other stock or securities of
                  any other person, or cash, or any other property.

                           (3)      Any election of persons to the Board of
                  Directors of Vision 21 which causes a majority of the Board
                  of Directors of Vision 21 to consist of persons other than
                  persons who are members of the Board of Directors of Vision
                  21 at the time that the transaction contemplated by the New
                  Credit Agreement is consummated (hereinafter, the "Newly
                  Constituted Board"); provided that, a Change in Corporate
                  Control shall not be deemed to have occurred if (i) there is
                  a change in the majority of the Newly Constituted




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                  Board as a result of nominations made by the Newly
                  Constituted Board or nominations made by persons who were
                  themselves nominated by the Newly Constituted Board, or (ii)
                  there is a change in the Newly Constituted Board resulting
                  from any termination as a member of the Newly Constituted
                  Board by any executive of the Company either for cause or due
                  to such individual's desire to terminate his position on the
                  Newly Constituted Board.


         (4)      Any person or group of persons, successfully completes a
tender offer for at least fifty-one percent (51%) of Vision 21's Common Stock;
provided that, no acquisition of stock by any person in a public offering or
private placement of Vision 21's common stock approved by the Board of
Directors of Vision 21 in office immediately preceding the time of such
transaction shall be considered a Change in Corporate Control.

                  (c)      Notwithstanding anything else in this Agreement, the
         amount of severance compensation payable to the Executive as a result
         of a Change in Corporate Control under this Section 6, or otherwise,
         shall be limited to the maximum amount the Company would be entitled
         to deduct pursuant to Section 280G of the Internal Revenue Code of
         1986, as amended.

         7.       DEATH

                  If the Executive dies during the term of this Agreement, the
Company shall pay to the Executive's estate a lump sum payment equal to the sum
of (i) the Executive's base salary accrued through the date of death, (ii) the
total unpaid amount of any bonuses earned with respect to the fiscal year of
the Company most recently ended, and (iii) an amount equal to twelve (12)
months of the Executive's base salary at the rate in effect on the date of
death. In addition, the death benefits payable by reason of the Executive's
death under any retirement, deferred compensation or other employee benefit
plans maintained by the Company for other employees generally shall be paid to
the beneficiary designated by the Executive in accordance with the terms of the
applicable plan or plans. If the Company seeks to obtain insurance coverage to
fund the Company's obligation to the Executive under subsection (iii) of this
Section 7, the Executive shall cooperate with the Company in its efforts to
obtain such coverage.

         8.       WITHHOLDING

                  The Company shall, to the extent permitted by law, have the
right to withhold and deduct from any payment hereunder any federal, state or
local taxes of any kind required by law to be withheld with respect to any such
payment.

         9.       PROTECTION OF CONFIDENTIAL INFORMATION

                  The Executive agrees that he will keep all confidential and
proprietary information of the Company or relating to its business (including,
but not limited to, information regarding the Company's customers, pricing
policies, methods of operation, proprietary computer programs and trade
secrets) confidential, and that he will not (except with the Company's prior
written consent, subject to Board approval), while in the employ of the Company
or thereafter, disclose any such confidential information to any person, firm,
corporation, association or other entity, other than in




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furtherance of his duties hereunder, and then only to those with a "need to
know." The Executive shall not make use of any such confidential information
for his own purposes or for the benefit of any person, firm, corporation,
association or other entity (except the Company) under any circumstances during
or after the term of his employment. The foregoing shall not apply to any
information which is already in the public domain, or is generally disclosed by
the Company or is otherwise in the public domain at the time of disclosure. The
provisions of this Section 9 shall not apply to the Executive's know how to the
extent utilized by him in any subsequent employment that is not in violation of
this Section 9.

                  The Executive recognizes that because his work for the
Company will bring him into contact with confidential and proprietary
information of the Company, the restrictions of this Section 9 are required for
the reasonable protection of the Company and its investments and for the
Company's reliance on and confidence in the Executive.


         10.      COVENANT NOT TO COMPETE

                  The Executive hereby agrees that he will not, either during
the term of this Agreement or during the period of twenty-four (24) months from
the time the Executive's employment under this Agreement is terminated, engage
in any business activities on behalf of any enterprise which competes with the
Company in any business in which the Company is now engaged or any other
business in which the Company is actively engaged at the time of the
termination. The Executive will be deemed to be engaged in such competitive
business activities if he participates in such a business enterprise as an
employee, officer, director, consultant, agent, partner, proprietor, or other
participant. Notwithstanding the foregoing, the Executive will not be
considered to violate this covenant not to compete by reason of (i) employment
with a full-service health maintenance organization, provided that the primary
function of the Executive for such HMO is not related to a competitive business
activity, or (ii) the ownership of no more than five percent (5%) of the stock
of a publicly traded corporation engaged in a competitive business.

                  The Executive agrees that he shall not, at any time during
the period of twenty-four months from the time his employment under this
Agreement ceases (for whatever reason):

                  (i)      solicit any employee or full-time consultant of the
         Company, or any individual who was an employee or full-time consultant
         of the Company during the six (6) month period preceding the
         Executive's termination of employment, for the purposes of hiring or
         retaining such employee or consultant; or

                  (ii)     solicit any present or prospective client of the
         Company for the purpose of offering such client services or products
         that are similar to those the Company is actively engaged in providing
         at the time of the Executive's termination.

                  The Executive shall be automatically discharged from any
obligations under this Section 10 if the Company breaches its obligations to
the Executive under Sections 2 or 5 (a) of this Agreement.



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         11.      INJUNCTIVE RELIEF

                  The Executive acknowledges and agrees that it would be
difficult to fully compensate the Company for damages resulting from the breach
or threatened breach of the covenants set forth in Sections 9 and 10 of this
Agreement and accordingly agrees that the Company shall be entitled to
temporary and injunctive relief, including temporary restraining orders,
preliminary injunctions and permanent injunctions, to enforce such provisions
in any action or proceeding instituted in any United States District Court or
in any State court having subject matter jurisdiction. This provision with
respect to injunctive relief shall not, however, diminish the Company's right
to claim and recover damages.

                  It is expressly understood and agreed that although the
parties consider the restrictions contained in this Agreement to be reasonable,
if a court determines that the time or territory or any other restriction
contained in this Agreement is an unenforceable restriction on the activities
of the Executive, no such provision of this Agreement shall be rendered void
but shall be deemed amended to apply as to such maximum time and territory and
to such extent as such court may judicially determine or indicate to be
reasonable.

         12.      SEPARABILITY

                  If any provision of this Agreement shall be declared to be
invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions hereof which shall
remain in full force and effect.

         13.      BINDING EFFECT; COMPANY LIABILITY JOINT AND SEVERAL.

                  This Agreement shall be binding upon and inure to the benefit
of the heirs and representatives of the Executive, but neither this Agreement
nor any rights hereunder shall be assignable or otherwise subject to
hypothecation by the Executive. This Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of Vision 21, MEC and
Block Vision and each of Vision 21, MEC and Block Vision shall be jointly and
severally liable to the Executive for all obligations imposed on the Company
and owing to the Executive under this Agreement.

         14.      ENTIRE AGREEMENT

                  Upon execution of this Agreement by all of the parties
hereto, the Original Agreement shall be deemed amended and restated as set
forth in this Agreement. As of the Effective Date, this Agreement represents
the entire agreement of the parties and shall supersede any and all previous
contracts, arrangements or understandings between the Company and the
Executive. This Agreement may be amended at any time by mutual written
agreement of the parties hereto.



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         15.      GOVERNING LAW

                  This Agreement shall be construed, interpreted, and governed
in accordance with the laws of the State of Florida, other than the conflict of
laws provisions of such laws.




         IN WITNESS WHEREOF, each of Vision 21, MEC and Block Vision have
caused this Agreement to be duly executed, and the Executive has hereunto set
his hand, as of the day and year first above written.





VISION TWENTY-ONE, INC.                       MEC HEALTH CARE, INC.


By: /s/ Bruce Maller                          By: /s/ Mark Gordon
----------------------------------               ------------------------------
Name:   Bruce Maller                          Name:   Mark Gordon
Title:  Chairman of the Board                 Title:  President


BLOCK VISION, INC.                            EXECUTIVE:


By: /s/ Andrew Alcorn                         By: /s/ Andrew Alcorn
----------------------------------               ------------------------------
Name:   Andrew Alcorn                                 Andrew Alcorn
Title:  President



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