October 8, 2004

Dear EyeMed/ECPA Provider:

What would you say if we told you that we were eliminating the EyeMed frame requirement….and replacing it with a program that gives you more control over the decision to purchase Luxottica product?

Beginning January 1, 2005, EyeMed and ECPA providers will no longer be required to purchase Luxottica frames in order to remain on these panels.

Also beginning January 1, 2005, EyeMed’s Xtra10 program will pay you an extra $10.00 for every electronically filed claim for either EyeMed Premier plans or ECPA fully funded plans in which a frame is actually dispensed and included in the claim. This is true whether or not you dispense a Luxottica frame to your EyeMed or ECPA patient. Just keep your Luxottica account in good standing, maintain your exchange/return rates at 20% or less and purchase a specified amount of Luxottica frames and sunglasses. (See details beginning on the next page).

As an added benefit, your Luxottica frame and sunglass shipments for October, November and December 2004 may count as qualifying shipments for calendar year 2005. For details, talk to any Luxottica sales representative or call 1-877-589-5465.

Additional information regarding EyeMed’s Xtra10 program is attached, including program details, terms and conditions. We hope this program demonstrates that EyeMed listens to its providers and takes action to constantly and measurably improve the provider’s control in managing their business and patient encounters. We look forward to your continued support of EyeMed.

Sincerely,

John W. Lahr, O.D., F.A.A.O.

Medical Director, EyeMed Vision Care

Xtra10 Program

Details, Terms and Conditions

Who Can Participate

EyeMed and ECPA panel members having 20 or fewer locations are eligible for this program. New panel members joining the panel during 2005 will also be eligible for this program. A panel member must be active on the panel as of 12/31/05 to be eligible to receive their Xtra10 check in 2006.

Program Details

1)  This program is completely voluntary and you have control whether or not to participate.

2)  You will receive $10.00 per Qualified Claim (as defined below) if your annual net shipments (as defined below) of Luxottica frames and sunglasses equal at least $100 multiplied by the number of Qualified Claims and if all of the following apply:

a)  your Luxottica account is in good standing, and

b)  your Luxottica exchange/return rates are at 20% or less.

3)  A Qualified Claim is a claim (i) filed electronically (defined below) with EyeMed in 2005; (ii) in which a frame is actually dispensed and included in the claim; and (iii) filed for an EyeMed Premier plan or ECPA fully funded plan member.

4)  Qualified Claims must be filed electronically via EyeMed’s online website or a HIPAA compliant 837 professional transaction.

5)  Medicare or Medicaid plan members’ claims, including claims from individuals in Medicare and Medicaid HMOs, are excluded from this program.

6)  Annual net dollar shipments of Luxottica frames and sunglasses are defined as total frame and sunglass shipments minus exchanges, returns and discounts.

7)  All October, November, and December 2004 Luxottica frame and sunglass net shipments will count toward your 2005 annual net shipments so long as you initiate and complete at least one of the following Luxottica promotions for EyeMed panel members: EM1, EM2, EMC. For details, talk to any Luxottica sales representative or call 1-877-589-5465. ECPA and EyeMed claims filed during October, November, and December 2004 are not eligible for reimbursement under the Xtra10 program.

Details, Terms and Conditions Page 1

Xtra10 Program
Details, Terms and Conditions

8)  See the following two charts as examples:

The following chart shows examples of situations where you would qualify for Xtra10:

Qualified Claims / Amount of Net Luxottica Shipments / Luxottica Return Rate / Xtra10 Program Would Pay
1 / $100 / 20% or less / $10
2 / $200 / 20% or less / $20
2 / $300 / 20% or less / $20
10 / $1000 / 20% or less / $100
10 / $5000 / 20% or less / $100
50 / $5000 / 20% or less / $500
100 / $10,000 / 20% or less / $1,000
200 / $20,000 / 20% or less / $2,000

The following chart shows examples of situations where you would not qualify for Xtra10:

Qualified Claims / Amount of Net Luxottica Shipments / Luxottica Return Rate / Xtra10 Program
Would Pay
1 / $75 / 20% or less / $0
2 / $150 / 20% or less / $0
10 / $900 / 20% or less / $0
50 / $4500 / 20% or less / $0
10 / $1000 / Greater than 20% / $0
50 / $5000 / Greater than 20% / $0
100 / $10,000 / Greater than 20% / $0

Terms and Conditions

1.  The Xtra10 program is an annual program and is effective for 2005 only, except for the opportunity to include October, November and December 2004 Luxottica frame and sunglass shipments, as noted in Program Details # 7.

2.  All program details, terms and conditions (except for the opportunity to include October, November, and December 2004 Luxottica frame and sunglasses shipments, as noted in Program Details # 7) are effective for 2005 only.

3.  Xtra10 checks will be mailed during the first quarter of 2006. Participating providers shall receive a 1099 from EyeMed for the Xtra10 payment. Provider shall be responsible for all taxes (Federal, State and Local), as applicable.

4.  Xtra10 checks will be made payable to the entity associated with the Tax ID number of the office filing the Qualified Claim and will be mailed to the address of such office.

5.  Member claims for all EyeMed Primary, EyeMed Preferred and ECPA Access Plans are not eligible for this program.

6.  Out-of-network claims for any plan are not eligible for this program.

7.  EyeMed reserves the right to change or further clarify any of the Details, Terms and Conditions of this program.

8.  If for any reason, a provider elects not to receive an Xtra10 payment, the provider must notify EyeMed in writing on or before December 31, 2005, of such decision.

9.  EyeMed and ECPA participating providers must be active on the EyeMed or ECPA panel as of December 31, 2005 to be eligible to receive the Xtra10 check in 2006.

Details, Terms and Conditions Page 2

Xtra10 Program

Questions and Answers

Q: Why has EyeMed replaced the frame purchase requirement with the Xtra10 program?

A: When we launched EyeMed, we said that we would build a managed vision care organization based on private practitioner input and that “we were confident that a Luxottica-sponsored managed vision care plan that increases your ability to profitably provide quality care and materials to your patients will mean increased sales of Luxottica frames.” Since this launch, we have continually solicited input on all aspects of EyeMed, including the frame requirement. We are pleased that private practitioner input has led to several modifications of the frame requirement, the latest one giving you the control over the decision to buy Luxottica product.

Q: So buying frames from Luxottica is no longer a requirement for private practitioners to remain on the EyeMed or the ECPA panels anywhere in the country?

A: That is correct.

Q: Do I need to sign up for this program?

A: No. You do not need to notify EyeMed of your interest in participating. You are automatically included in the program.

Q: Am I required to participate in this program?

A: There is no requirement to participate. If you choose not to participate, you are choosing to forego an extra $10 reimbursement from EyeMed. Since it is likely you are planning to buy frames and sunglasses from several suppliers, you might want to give more consideration to this program. However, since EyeMed believes in maximizing provider choice, you may choose not to participate. In this case, please notify EyeMed in writing on or before December 31, 2005.

Q: And a private practitioner can earn an extra $10 even if the practitioner does NOT dispense a frame from Luxottica to an EyeMed or ECPA patient?

A: That is correct. You and your patient control the decision-making process regarding that

patient’s frame selection.

Q: What do I need to do to earn the extra $10 reimbursement?

A: Just keep your Luxottica account in good standing, maintain your exchange/return rates at 20% or less and make sure that your annual net dollar shipments of Luxottica frames and sunglasses equal at least $100 multiplied by the number of Qualified Claims (defined in the Details, Terms and Conditions section).

Q: Does this mean I have to order $100 from Luxottica at the same time I file a Qualified Claim with EyeMed?

A: Absolutely not. You may make your purchase from Luxottica anytime in 2005.

Questions and Answers Page 1

Xtra10 Program

Questions and Answers

Q: What constitutes a Qualified Claim?

A: A Qualified Claim is a claim filed electronically for either EyeMed Premier plans or ECPA fully

funded plans where a frame is actually dispensed and included in the claim. Medicare or Medicaid plan

member claims, including claims from individuals in Medicare and Medicaid HMOs, are excluded from

this program. As noted earlier, a Qualified Claim does not need to include a Luxottica frame.

Q: What qualifies as a claim filed electronically?

A: An electronic claim is defined as a claim that is filed online through the EyeMed web site or filed via a HIPAA compliant 837 professional transaction.

Q: Why are only “electronically filed claims” included as Qualified Claims?

A: Currently, nearly 90% of our claims are filed electronically; we expect this to continue to grow. We are supporting electronically filed claims because they are more efficient, faster and more accurate for everyone.

Q: Do I need to track the number of Qualified Claims and my Luxottica shipments and exchange/return rates?

A: We will help you do the tracking. You will be able to get this information from any Luxottica sales representative or by calling 1-877-589-5465, beginning no later than April 2005.

Q: When can I expect to receive my Xtra10 check?

A: During the first quarter of 2006, we will send checks payable to the entity associated with the tax ID of the office filing the Qualified Claim. That gives us time to compare the number of Qualified Claims submitted during 2005 with net Luxottica frame and sunglass shipments and also verify your Luxottica account standing and your Luxottica exchange/return rates.

Q: Why are you willing to count October, November and December 2004 Luxottica net dollar shipments in the 2005 program?

A: By doing so, we hope that this provides more private practitioners with the ability to qualify for the

$10 extra reimbursement provided by this program. For more details on how to

include October, November and December 2004 Luxottica shipments, talk to any Luxottica sales

representative or call 1-877-589-5465. Remember that ECPA and EyeMed claims filed during October,

November and December 2004 are not eligible for reimbursement under the Xtra10 program.

Questions and Answers Page 2

AMENDMENT TO

EYEMED VISION CARE

PROFESSIONAL PROVIDER AGREEMENT

AND PROFESSIONAL PROVIDER MANUAL

Effective January 1, 2005, the Professional Provider Agreement and Professional Provider Manual are hereby amended as follows:

1.  Professional Provider Agreement, Exhibit A “EyeMed Panel Requirements,” including any reference to Exhibit A in the Professional Provider Agreement, shall be deleted in its entirety.

2.  Professional Provider Manual, Section 10, Frame Requirement, shall be deleted in its entirety.

If there is any conflict between the terms in this Amendment and the terms in the Professional Provider Agreement or Professional Provider Manual, the terms in the Amendment shall control. The parties agree that in all other respects the Professional Provider Agreement and Professional Provider Manual shall remain in full force and effect.

Contract Amendment Page 1