from 10-Q 5 pages Limited Forbearance and Third Amendment to Transfer Rights Agreement

from 10-Q 9 pages This Letter Agreement Confirms the Engagement of Conway, Del Genio, Gries & Co., LLC (“Cdg”) by Tlc Vision Corporation (The “Company”), as Its Restructuring Advisor and With Respect to Other Financial Matters as to Which the Company and Cdg May Agree in Writing During the Term (As Determined Pursuant to Section C Below) of This Engagement (“Agreement”). All References in This Letter to This Agreement Shall Include Schedule I Hereto and Attachment a Thereto. A. Scope of Services Cdg Will

from 10-Q 2 pages This Letter Agreement (The “Agreement”) Serves as an Addendum to the Letter Agreement Between Conway, Del Genio, Gries & Co., LLC (“Cdg”) and Tlcvision Corporation (The “Company”), Dated February 16, 2009 (The “Original Agreement”). Except to the Extent Specifically Modified by This Agreement, the Original Agreement Shall Remain in Full Force and Effect, and All References in the Original Agreement to This Engagement and This Agreement (And Words of Similar Meaning) Shall Include the Terms and Conditions of This Agreement and the Services Provided by Cdg Hereunder. A. Scope of Services the Company Has Requested, and Cdg and the Company Agree That, Commencing on April 23, 2009, Cdg’s Scope of Services Shall Be Expanded to Include the Following

from 10-Q 1 page Management certification of annual or quarterly disclosure

from 10-Q 1 page Management certification of annual or quarterly disclosure

from 10-Q 1 page Management certification of annual or quarterly disclosure

from 10-Q 1 page Management certification of annual or quarterly disclosure

from 10-Q 1 page Management certification of financial report

from 10-Q 1 page Management certification of financial report

from 10-Q 1 page Management certification of financial report

from 10-Q 1 page Management certification of financial report