EXHIBIT 10.2
                                                                    ------------

                             SIGNATURE EYEWEAR, INC.

                            STOCK PURCHASE AGREEMENT



COMPANY:            Signature Eyewear, Inc., a California corporation (the
                    "COMPANY")

PURCHASER:          ____________________("PURCHASER")

NUMBER OF SHARES:   ____________________(the "SHARES")

PURCHASE PRICE:     $______ per share

DATE:               ____________, 2004

         This Stock Purchase Agreement is made and entered into by and between
the Company and Purchaser, a director or executive officer of the Company,
pursuant to the 1997 Stock Plan (the "PLAN") of the Company.

1. PURCHASE AND SALE OF STOCK. The Company hereby issues and sells to Purchaser,
and the Purchaser hereby purchases from the Company, the number of shares set
forth above for the purchase price set forth above. The Purchaser has paid the
purchase price by delivering to the Company a check in the amount of the
purchase price.

2. REPRESENTATION OF PURCHASER. Purchaser represents to the Company that
Purchaser is acquiring the Shares for Purchaser's own account for investment and
not with a view to, or for resale in connection with, a distribution of the
Shares. Purchaser agrees that any resale of the Shares must be in compliance
with applicable federal and state securities laws.

3. AGREEMENT OF PURCHASER. Purchaser agrees not to sell, transfer or assign any
of the Shares for one year following the date of this Agreement, provided,
however, that Purchaser may sell, transfer and assign the Shares as part of a
merger or other corporate combination involving the Company which has been
approved by the Board of Directors. Each certificate evidencing the Shares shall
bear the following legend for one year following the date of this Agreement:

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
            RESTRICTIONS ON TRANSFER PURSUANT TO AN AGREEMENT BETWEEN THE ISSUER
            AND THE REGISTERED HOLDER HEREOF, A COPY OF WHICH AGREEMENT IS ON
            FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER."

4. NOTICES. All notices, requests, demands and other communications
(collectively, "NOTICES") given pursuant to this Agreement shall be in writing,
and shall be delivered by personal service, courier, facsimile transmission or
by United States first class, registered or certified mail, postage prepaid,
addressed to the Company at its principal executive

<PAGE>

offices, attention Chief Executive Officer, or to Purchaser at Purchaser's last
known address on the Company's records. Any Notice, other than a Notice sent by
registered or certified mail, shall be effective when received; a Notice sent by
registered or certified mail, postage prepaid return receipt requested, shall be
effective on the earlier of when received or the third day following deposit in
the United States mails. Any party may from time to time change its address for
further Notices hereunder by giving notice to the other party in the manner
prescribed in this Section.

5. ENTIRE AGREEMENT. This Agreement contains the sole and entire agreement and
understanding of the parties with respect to the entire subject matter of this
Agreement, and any and all prior discussions, negotiations, commitments and
understandings, whether oral or otherwise, related to the subject matter of this
Agreement are hereby merged herein.

6. GOVERNING LAW. This Agreement has been made and entered into in the State of
California and shall be construed in accordance with the laws of the State of
California without giving effect to the principles of conflicts of law thereof.

7. CAPTIONS. The various captions of this Agreement are for reference only and
shall not be considered or referred to in resolving questions of interpretation
of this Agreement.

8. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.



                                                 SIGNATURE EYEWEAR, INC.


                                                 By
                                                    ----------------------------



                                                 PURCHASER


                                                 -------------------------------



                                        2