Block Buying Group Files for Injunction to Halt OptiCare/Vision Twenty-One Merger.

Business Editors

BOCA RATON, Fla.--(BUSINESS WIRE)--April 11, 2000

Block Buying Group, LLC, the nation's largest provider of buying services for eyecare practitioners, announced that it has filed for an injunction to prevent Vision Twenty-One (Nasdaq:EYES), Block's former parent from merging with OptiCare Health Systems (AMEX:OPT), on the grounds that the marriage will violate preexisting non-compete agreements.

According to Michael Block, president of the Block Buying Group, LLC and its founder, the imminent merger "clearly violates the terms of the purchase agreement between Vision Twenty-One and our company." Block repurchased the buying group from Vision Twenty-One last June, after the company had announced its intent to leave the buying group business. Vision Twenty-One had acquired the buying group along with a managed care division, called Block Vision, Inc., in November 1997.

"At the time of the sale, Vision Twenty-One agreed that it would not invest in, be acquired by or enter into partnership with another corporate entity in the buying group business," Block said. "The merger with OptiCare will clearly put them in violation of this non-competition agreement." OptiCare, a leading provider of eyecare services, operates the AECC-Pearlman Buying Group through its affiliate, Prime Vision Health.

"OptiCare's stated goal in its company prospectus is to cross-market its services to eyecare providers," Block said. "That obviously includes buying group services."

OptiCare announced the acquisition of Vision Twenty-One late last month, in a planned stock transaction that would include OptiCare's assumption of $60 million in debt owed by of Vision Twenty-One. The deal was expected to close by early summer.