Amendment No. 1 to Retail Business Management Agreement between Visionary Retail Management, Inc. and Hour Eyes Doctors of Optometry, P.C.

Summary

This amendment updates the existing Retail Business Management Agreement between Visionary Retail Management, Inc. and Hour Eyes Doctors of Optometry, P.C. The main change concerns the structure and voting procedures of the Practice Advisory Council, clarifying how members are appointed and how decisions are made. All other terms of the original agreement remain unchanged. The amendment is effective as of June 2000 and is binding on both parties and their successors.

EX-10.9 4 a2042362zex-10_9.txt EXHIBIT 10.9 AMENDMENT NO. 1 TO RETAIL BUSINESS MANAGEMENT AGREEMENT This Amendment No. 1 to Retail Business Management Agreement ("Amendment") is entered into as of June __, 2000 by and between Visionary Retail Management, Inc., a Delaware corporation ("Retail Business Manager"), and Hour Eyes Doctors of Optometry, P.C., a Virginia professional corporation formerly known as Dr. Samits' Hour Eyes Optometrist, P.C. (the "Practice"). W I T N E S S E T H: WHEREAS, Retail Business Manager, and the Practice have previously entered into that certain Retail Business Management Agreement, dated September 30, 1997 (the "Retail Business Management Agreement"), by and between Retail Business Manager and the Practice, whereby the Retail Business Manager provides certain services to the Practice; WHEREAS, Retail Business Manager and the Practice desire to amend the Retail Business Management Agreement; and WHEREAS, capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Retail Business Management Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements of the parties hereinafter contained, the parties hereby agree as follows: 1. AMENDMENT TO SECTION 2.6. Section 2.6 of the Retail Business Management Agreement shall be amended to delete clauses (ii) and (iii) from the proviso in the next to last sentence of Section 2.6. After giving effect to such amendment, Section 2.6 shall read in its entirety as follows: "2.6 FORMATION AND OPERATION OF THE PRACTICE ADVISORY COUNCIL. The Parties hereby establish a Practice Advisory Council which shall be responsible for advising Retail Business Manager and the Practice with respect to developing the Dispensary and implementing management and administrative policies for the overall operation of the Dispensary and for providing dispute resolution on certain matters. The Practice Advisory Council shall consist of six (6) members. Retail Business Manager shall designate, in its sole discretion, two (2) members of the Practice Advisory Council or may have one (1) member with two (2) votes. The Practice shall designate, in its sole discretion, two (2) members of the Practice Advisory Council or may have one (1) member with two (2) votes. Professional Business Manager shall designate, in its sole discretion, two (2) members of the Practice Advisory Council or may have one member with two (2) votes. The Practice Advisory Council members selected by the Practice shall be full-time Professional employees of the Practice. Each Party's representatives to the Practice Advisory Council shall have the authority to make decisions on behalf of the respective Party. Except as may otherwise be provided, the act of a majority of the members of the Practice Advisory Council shall be the act of the Practice Advisory Council, provided that the affirmative vote of the Practice members(s) shall be required on all votes of the Practice Advisory Council. The decisions, resolutions, actions, or recommendations of the Practice Advisory Council shall be implemented by Retail Business Manager, Professional Business Manager, or the Practice, as appropriate." 2. NO FURTHER MODIFICATION. Except as hereby amended, the Retail Business Management Agreement shall remain in full force and effect without modification or change, and shall be binding upon and inure to the benefit of the parties and their respective successors, heirs, devisees, assigns, legal representatives, executors and administrators. 3. COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, Retail Business Manager and the Practice have caused this Amendment to be executed by their authorized officers as of the date first above written. VISIONARY RETAIL MANAGEMENT, INC. By: ---------------------------------- Alan E. Wiley, Executive Vice-President HOUR EYES DOCTORS OF OPTOMETRY, P.C. By: ---------------------------------- Daniel Poth, O.D., President 2