Common use of Contingent Warrant Clause in Contracts

Contingent Warrant. In the event that: (i) the Common Stock has not ------------------ been registered by the earlier of (a) June 30, 2000 or the Extended Date, if applicable, or (b) the date of a public announcement prior to June 30, 2000 or the Extended Date, if applicable, of a proposed purchase of VisionAmerica by or business combination of VisionAmerica with a third party other than ICON; and --- (ii) ICON has proceeded in good faith with VisionAmerica to pursue a proposed business combination with VisionAmerica; and (iii) the parties have been unable --- to consummate such business combination by June 30, 2000 or the Extended Date, if applicable, then in such events VisionAmerica agrees to issue in the name of ICON and within five (5) business days to deliver to ICON a warrant (the "Warrant") to purchase 1,000,000 shares of VisionAmerica Common Stock. The exercise price of the Warrant shall be equal to: (x) in the event of an issuance pursuant to (i)(a) above, a price equal to the average closing price of VisionAmerica common stock, as reported on NASDAQ, for the trading days from March 1, 2000 through June 30, 2000 or the Extended Date, if applicable; and (y) in the event of an issuance pursuant to (i)(b) above, a price equal to the average closing price of VisionAmerica common stock, as reported on NASDAQ, for the trading days beginning March 1, 2000 and ending ten (10) days prior to any announcement made before June 30, 2000, of a transaction described in (i)(a) or (i)(b) of this Paragraph. This Warrant shall expire (i) two years after its issuance, and (ii) at any time that a business combination between ICON and VisionAmerica is consummated. This Warrant may not be sold or assigned by ICON. The Warrant shall be in the form of and shall have the terms and conditions as contained in the form of warrant attached hereto as Exhibit B, and incorporated herein by reference.

Contingent Warrant. In the event that: (i) the Common Stock has not ------------------ been registered by the earlier of (a) June 30, 2000 or the Extended Date, if applicable, or (b) the date of a public announcement prior to June 30, 2000 or the Extended Date, if applicable, of a proposed purchase of VisionAmerica by or business combination of VisionAmerica with a third party other than ICON; and --- (ii) ICON has proceeded in good faith with VisionAmerica to pursue a proposed business combination with VisionAmerica; and (iii) the parties have been unable --- to consummate such business combination by June 30, 2000 or the Extended Date, if applicable, then in such events VisionAmerica agrees to issue in the name of ICON and within five (5) business days to deliver to ICON a warrant (the "Warrant") to purchase 1,000,000 shares of VisionAmerica Common Stock. The exercise price of the Warrant shall be equal to: (x) in the event of an issuance pursuant to (i)(a) above, a price equal to the average closing price of VisionAmerica common stock, as reported on NASDAQ, for the trading days from March 1, 2000 through June 30, 2000 or the Extended Date, if applicable; and (y) in the event of an issuance pursuant to (i)(b) above, a price equal to the average closing price of VisionAmerica common stock, as reported on NASDAQ, for the trading days beginning March 1, 2000 and ending ten (10) days prior to any announcement made before June 30, 2000, of a transaction described in (i)(a) or (i)(b) of this Paragraph. This Warrant shall expire (i) two years after its issuance, and (ii) at any time that a business combination between ICON and VisionAmerica is consummated. This Warrant may not be sold or assigned by ICON. The Warrant shall be in the form of and shall have the terms and conditions as contained in the form of warrant attached hereto as Exhibit B, and incorporated herein by reference.the