**             EMPLOYMENT AGREEMENT**

             THISEMPLOYMENT AGREEMENT (the “Agreement”) made and entered into effective as ofthe 2nd day of July, 2001, by and between Eye Care Centers of America, Inc., aTexas corporation (the “Company”), or its assigns, and David E. McComas (“Employee”);

             W I T N E S S E T H:

             WHEREAS,the Company desires to employ Employee on the terms and conditions set forthbelow; and

             WHEREAS,Employee desires to serve in the employment of the Company on the terms andconditions set forth below;

             NOW,THEREFORE, in consideration of the mutual covenants and agreements hereinafterset forth, the parties hereto agree as follows:

             1.          Employment.  The Company hereby employees Employee andEmployee hereby accepts such employment, upon the terms and conditions setforth herein.

             2.          Term.  The term of this Agreement shall commence on July 2, 2001 (the“Effective Date”) and shall expire on July 1, 2003, subject to earliertermination and extension as hereinafter provided (the “Term”).  Thereafter, and subject to Section 8(d),this Agreement may be renewed for successive one-year terms if the Companygives written notice of its election to renew this Agreement at least thirty(30) days prior to the end of the then current period.  In the event of such extension, all of theterms and conditions of this Agreement shall remain in full force and effect.

             3.          Duties.  During the Term, the Employee shall serve asthe Chief Executive Officer ("CEO") of the Company.  The Employee shall report directly to theBoard of Directors of the Company ("Board") and shall have suchduties and such authority as shall be determined from time to time by theBoard; provided that such duties shall be consistent with the positionsand responsibilities assigned to him pursuant to this Section 3.  During the Term, Employee agrees that hewill devote his full business time, attention and energies to the business ofthe Company and its subsidiaries and affiliates, if applicable, and to theperformance of his duties hereunder, and shall not engage in any otherbusiness, profession, or occupation for compensation or otherwise.  During the Term, the Employee shall alsoserve on the Board without additional compensation.  Notwithstanding anything to the contrary set forth herein,nothing herein shall restrict the Employee's ability to continue to serve as adirector to any organization for which the Employee serves as a director as ofthe date hereof.

             4.          Compensation.

                           (a)         Base Compensation.  During the term of this Agreement, theCompany shall pay to Employee a salary at an annual rate of not less than$450,000 for the first twelve (12) months of the Term; and (ii) $500,000 forthe second twelve (12) month period of the Term (as applicable, the “BaseSalary”).  The Base Salary shall bereviewed by the Board from time to time as the Board deems appropriate and anypossible increase thereof shall be in the sole discretion of the CompensationCommittee of the Board.  In the event ofany increase from time to time, the term "Base Salary" as definedherein shall mean the initial Base Salary as it may have been increased.  The Base Salary shall be payable in arrearsduring the Term in substantially equal installments in accordance with theusual payroll practices of the Company, which, in any event, shall not be lessfrequently than once a month.

                           (b)        Bonus.  Beginning with fiscal year 2001, Employee shall be eligible toreceive, in addition to his Base Salary, a bonus (the “Bonus”) for servicesrendered during such year as follows:
                                        (i)          Except as is provided in Section4(b)(ii) below, no Bonus shall be paid with respect to any fiscal year unlessgreater than 90% of Target EBITDA (as defined below) is exceeded for suchyear.  The Bonus shall be 50% of BaseSalary if Target EBITDA is achieved for such year and shall be 100% of BaseSalary if 137% of Target EBITDA is achieved or exceeded for such year.  If EBITDA achieved for any calendar yearexceeds 90% of Target EBITDA but does not exceed Target EBITDA, the Bonus shallbe such percentage of Base Salary between 0% and 50%, calculated on a straightline basis, as corresponds to the relative achievement of Target EBITDA, with0% corresponding to 90% Target EBITDA and 50% corresponding to TargetEBITDA.  If EBITDA achieved for anycalendar year exceeds Target EBITDA but is equal to or less than 137% TargetEBITDA, the Bonus shall be such percentage of Base Salary between 50% and 100%,calculated on a straight line basis, as corresponds to the relative achievementof Target EBITDA, with 50% corresponding to Target EBITDA and 100%corresponding to 137% of Target EBITDA.

                                        (ii)         “EBITDA” shall mean earnings after thereduction for the Bonus and all other bonuses payable to all other employees ofthe Company or its subsidiaries and before reduction for the following items(without duplication): (A) interest (including but not limited to acquisitioninterest and interest from the credit facility used on an ongoing basis by theCompany for working capital and expansion), (B) income tax, (C) depreciation,(D) amortization, and (E) non-recurring, extraordinary items as defined undergenerally accepted accounting principles. “Target EBITDA” shall be established annually by the Board or, atthe discretion of the Board, by the Compensation Committee and shall be setforth in the management plan approved annually by the Board after consultationwith management.

                                        (iii)        Each Bonus, if any, shall be paid 30days following the rendering of audited financial statements for the relevantfiscal year (with respect to each such preceding fiscal year, the “PaymentDate”), subject to Employee's continued employment with the Company on thePayment Date except to the extent otherwise provided in Section 8.

                                        (iv)       Notwithstanding anything to the contraryset forth herein, Employee's Bonus for the fiscal year 2001, provided that theEmployee's employment with the Company is not otherwise terminated hereunderprior to the Payment Date for fiscal year 2001, shall equal at least (A) 50% ofthe Base Salary payable to the Employee during fiscal year 2001 after theEffective Date, multiplied by (B) a fraction, the numerator of which is thenumber of days during the fiscal year 2001 during which the Employee wasemployed with the Company as CEO hereunder, and the denominator of which is365.

                           (c)         Reimbursement of Expenses;Automobile.  The Company shallreimburse Employee, in accordance with the Company’s policy in effect from timeto time, for all reasonable travel, entertainment and other business expensesincurred by Employee in the performance of his duties and responsibilitieshereunder.  Employee will receive anautomobile allowance of $600 per month and will be reimbursed for hisreasonable automobile insurance costs.

                           (d)        Stock Option Plan.  Employee shall be eligible to participate inany equity incentive plan adopted by the Company in which Employee may beotherwise eligible to participate and the Company shall grant the Employeeoptions thereunder to purchase at least 100,000 additional shares of theCompany's Common Stock (in addition to any options granted or shares held bythe Employee as of the date hereof) governed solely by the terms of such plan,as it may be in effect from time to time, and the terms of the Stock OptionAgreement evidencing the grant of such options.

                           (e)         Net Payments.  The amount of any gross payments providedfor in this Agreement shall be paid net of any applicable withholding requiredunder federal, state or local law.
             5.          Benefits.  Employee shall be entitled to receive thebenefits made available or applicable from time to time to the employees of theCompany; provided, however, that the receipt of such benefits by Employee shallbe subject to the Company’s eligibility and enrollment requirements pertainingto such benefit programs with the exception that Employee shall be entitled toreceive four weeks vacation per full calendar year in lieu of standard companyvacation policy.

             6.          Confidentiality and CompetitiveActivities.

             (a)         Confidentiality.  Employee acknowledges that during hisemployment with the Company, the Company has and will continue to disclose tohim the confidential affairs and proprietary information of the Company and itssubsidiaries and affiliates which is developed by and belongs to the Companyand its subsidiaries and affiliates, including matters of a business naturesuch as information about costs, profits, markets, sales, trade secrets,potential patents and other business ideas, customer lists, suppliers andvendor lists, plans for future developments and/or acquisitions, and informationof any other kind not known within the optical retail industry generally(collectively, “Confidential Matters”). Employee further acknowledges that the Company would not hire Employeeor disclose these Confidential Matters to Employee without the promises made byEmployee in this Section 6.  In light ofthe foregoing, Employee agrees:

                           (i)          To keep secret all ConfidentialMatters of the Company and of any subsidiaries and affiliates of the Company,and not to disclose them to anyone outside of the Company or its subsidiariesor affiliates, or otherwise use them to use his knowledge of them for his ownbenefit or for the benefit of any third party, including, without limitation,use of the trade secrets, trade names or trademarks of the Company, either duringor after the Term, except with the Company’s prior written consent; and

                           (ii)         To deliver promptly to the Company atthe termination of the Term, or at any time the Company may request, allmemoranda, notices, records, reports and other documents (and all copiesthereof) relating to the business of the Company or any of its subsidiaries oraffiliates, including, but not limited to, Confidential Matters, which he maythen possess or have under his control.

Notwithstanding any of the foregoing, theterm “Confidential Matters” does not include information which (i) is orbecomes generally available to the public other than as a result of anydisclosure by Employee or (ii) Employee is compelled to disclose by judicial oradministrative process; provided, that in the case of any such requirement orpurported requirement Employee shall provide written notice to the Companyprior to producing such information, which notice shall be given at least ten(10) days prior to the producing such information, if practicable, so that theCompany may seek a protective order or other appropriate remedy.

             (b)        Competitive Activities.  Employee expressly recognizes andacknowledges that the terms and condition of this Section 6(b) are reasonableas to time, area and scope of restricted activity, necessary to protect thelegitimate interests of the Company, and are not unduly burdensome toEmployee.  For a period commencing onthe Effective Date and ending twelve (12) months following the effective dateof a termination of Employee’s employment, for any reason whatsoever, Employeeshall not, without the written consent of the Company, directly or indirectly(whether for compensation or otherwise), alone or as officer, director,stockholder (excepting not more than 1% stockholdings for investment purposesin securities of publicly held and traded companies), partner, associate,employee, agent, principal, trustee, salesman, consultant, capacity, take anyaction in or participate with or become interested in or associated with any firmor person which engages in Optical Retailing in any geographic area (forpurposes of this Agreement, “Optical Retailing” shall be defined as any retailcompany in which gross sales from the sale of optics and optical relateddevices (such as eyeglasses and eye contact lenses) is greater than fifteen(15%) percent of its total gross sales). (Such activities are hereinafterreferred to as the “Competitive Activities”).
             (c)         Antisolicitation.  Employee agrees that during the Term of thisAgreement, and for a period of two (2) years thereafter, he will not influenceor attempt to influence customers (including customers with respect to managedcare plans), vendors or suppliers of the Company or any of its present orfuture direct or indirect subsidiaries or affiliates, either directly orindirectly, to divert their business from the Company or any of its direct orindirect subsidiaries or affiliates to any individual, partnership, firm,corporation or other entity then in competition with the business of the Companyor any subsidiary or affiliate of the Company; provided this prohibition shallnot apply to general advertisements in newspaper or other widely distributedpublications, media, or mail, whether electronic or otherwise.

             (d)        Soliciting Employees.

             (i)          Employeeagrees that during the Term of this Agreement, and for a period of two (2)years thereafter, he will not directly or indirectly contact or solicit toemploy, or employ, any of the then current or past employees of the Company orany subsidiary or affiliate of the Company unless such person shall have ceasedto be employed by the Company and such cessation of employment shall haveoccurred at least twelve (12) months prior thereto; provided this prohibitionshall not apply to general advertisements in newspaper or other widelydistributed publications, media, or mail, whether electronic or otherwise.

             (ii) Employee agrees that duringthe Term of this Agreement, and for a period of two (2) years thereafter, hewill not disclose the names or positions of any of the Employer's employees toany business, including but not limited to employment agencies, executivesearch firms or similar personnel placement businesses.

             (e)         Comments Regarding the Company.  The Company and Employee agree that duringEmployee's employment and following Employee's separation from employment withthe Company, Employee will not defame, disparage or in any way malign theCompany, its officers, directors or past and present employees to anyone,including but not limited to prospective employers, competitors, vendors orsuppliers to the Company, and current or former employees of the Company.  The Company agrees that it will not defame,disparage or malign Employee in any way to any third party.

             7.          Remedies for Breach.  In addition to the rights and remediesprovided in Section 14, and without waiving the same if Employee breaches, orthreatens to breach, any of the provisions of Section 6, the Company shall havethe following rights and remedies, in addition to any others, each of whichshall be independent of the other and severally enforceable:

             (a)         Theright and remedy to have such provisions specifically enforced by any courthaving equity jurisdiction together with an accounting for any benefit or gainby Employee in connection with any such breach.  Employee specifically acknowledges and agrees that any breach orthreatened breach of the provisions of Section 6 will cause irreparable injuryto the Company and that money damages will not provide an adequate remedy tothe Company.  Such injunction shall beavailable without the posting of any bond or other security.

             (b)        Theright and remedy to require Employee to account for and pay over to the Companyall compensation, profits, monies, accruals, increments or other benefits (hereinaftercollectively the “Benefits”) derived or received, directly or indirectly, byEmployee as a result of any transactions constituting a breach of any of theprovisions of Section 6, Employee hereby agreeing to account for and pay overthe Benefits to the Company.

             (c)         Theright to terminate Employee’s employment pursuant to Section 8(c).

             (d)        Upondiscovery by the Company of a breach or immediate and material threatenedbreach of Section 6, the right to immediately suspend payments to Employeeunder Section 8, pending a resolution of the dispute.
If any covenant contained in Section 6 orany portion thereof is hereafter construed to be invalid or unenforceable, thesame shall not affect the remainder of the covenant or covenants containedtherein, which shall be given full effect, without regard to the invalidportions, and any court having jurisdiction shall reform the covenant to theextent necessary to cause the limitations contained therein as to time,geographical area and scope of activity to be restrained to be reasonable andto impose a restraint that is not greater than necessary to protect thegoodwill and other business interest of the Company and to enforce the covenantas reformed.  The parties hereto intendto and hereby confer jurisdiction to enforce the covenants contained in Section6 upon the courts of any state or other jurisdiction in which any allegedbreach of any such covenant occurs.  Ifthe courts of any of one or more of such states or other jurisdictions shallhold such covenants not wholly enforceable by reason of the scope thereof orotherwise, it is the intention of the parties hereto that such determinationnot bar or in any way affect the Company’s right to the relief provided abovein the courts of any other states or jurisdictions as to breaches of suchcovenants in such other respective states or jurisdictions, and the abovecovenants as they relate to each state or jurisdiction being, for this purpose,severable into diverse and independent covenants.

8.          Terminationof Agreement.

             (a)         Death.  This Agreement shall automatically terminate upon the death ofEmployee.  During the Term, ifEmployee’s employment is terminated due to his death, Employee’s estate shall beentitled to receive the Base Salary set forth in Section 4 accrued through thedate of death; provided, however, Employee’s estate shall not be entitled toany Bonus payments (except as otherwise provided in the applicable bonus plan)or any other benefits (except as provided by law).

             (b)        Disability.  If Employee is unable to perform hisservices by reason of mental or physical Disability (as herein defined), theCompany may terminate this Agreement at any time.  Upon termination of Employee’s employment due to Disability,Employee shall be entitled to receive the Base Salary set forth in Section 4accrued through the date on which Employee is first eligible to receive paymentof disability benefits under the employee benefit plans as then in effect, andif no such plan is in effect, through the month ending one hundred eight (180)days after onset of Disability and Employee shall not be entitled to any Bonuspayments (except as otherwise provided in the applicable bonus plan) or anyother benefits (except as provided by law). The term “Disability” shall mean an infirmity preventing Employee fromperforming his duties for a period of more than three (3) consecutive monthswhere no reasonable accommodation is available or where a reasonableaccommodation would create an undue burden on the Company.  Any question as to the existence of theDisability of Employee as to which Employee and the Company cannot agree shallbe determined in writing by a qualified independent physician mutuallyacceptable to Employee and the Company. If the Employee and the Company cannot agree as to a qualifiedindependent physician, each shall appoint such a physician and those twophysicians shall select a third who shall make such determination inwriting.  If such physicians selected bythe Employee and the Company are unable to agree as to a qualified independentphysician, the final determination hereunder shall be made by a physicianchosen by the Board.  The determinationof Disability made in writing to the Company and Employee shall be final andconclusive for all purposes of the Agreement.
             (c)         Termination For Cause.  The Company may terminate this Agreement atany time for “Cause” in accordance with the procedures provided below.  Termination of this Agreement for “Cause”shall mean termination upon (i) the breach of any material provision of thisAgreement by Employee which has not been rectified or cured within thirty (30)days after notice by the Company to the Employee containing in reasonablyspecific detail the violation or breach and the necessary corrective action torectify or cure such violation or breach, (ii) commission of an act punishableby imprisonment, (iii) willful failure to substantially perform his dutieshereunder (other than as a result of total or partial incapacity due tophysical or mental illness) which has not been rectified or cured within thirty(30) days after notice by the Company to the Employee containing in reasonablyspecific detail the acts or omissions complained of and the necessarycorrective action to rectify or cure the matters set forth in such notice;provided, however, if the actions or omissions that are the subject of suchnotice are substantially similar to acts or omissions with respect to which theEmployee has received notice hereunder within the prior twelve (12) months andhad an opportunity to cure or rectify, the Employee shall not be entitled tosuch notice and opportunity to cure, (iv) the engaging by Employee in conductthat is materially injurious to the Company, monetarily or otherwise,including, without limitation, embezzlement, fraud, theft, dishonesty,misfeasance, insubordination, malfeasance, and neglect of duties, (v) violationof the Company’s code of conduct or any material violation or repeatedviolations by Employee of the other policies and procedures promulgated fromtime to time by the company,. or (vi) current alcohol or drug abuse byEmployee.  In the event of terminationof Employee’s employment for Cause, Employee shall be entitled to receive onlythe Base Salary set forth in Section 4 accrued through the date of terminationand he shall not be entitled to any Bonus payments or other benefits (except asprovided by law).

             (d)        Other Termination by the Company.  The Company may terminate this Agreement atany time without “Cause” by providing written notice to Employee.  If the Company terminates this Agreement atany time without Cause (i.e., other than pursuant to Section 8(b) or 8(c)above) or the Company elects not to renew the Term as provided in Section 2hereof, the Company shall continue to pay Employee his Base Salary for a periodof twelve (12) months following the date of termination of employment underthis Agreement, the timing and manner of such payments to be in accordance withthe salary payment arrangements in effect at the time of such termination.  Employee shall be required to comply withSection 6.  It shall be a conditionprecedent of payment to Employee of such continued payments pursuant to thissubsection (d) that the Employee execute a full and complete release ofthe Company, each of its subsidiaries, affiliates and their respective past,present and future officers, directors, employees, consultants, attorneys,agents and shareholders, in form and substance reasonably acceptable to theCompany, of any claims Employee may have against any of them, to the extentsuch claims arise from Employee's employment hereunder.  Notwithstanding any provision in thisAgreement to the contrary, the Company's obligations to make payments pursuantto this Section 8(d) shall immediately terminate in the event that theEmployee engages in any of the Competitive Activities (even ifSection 6(b) is not applicable due to termination of employment withoutCause).

             (e)         Termination by Employee.  Employee may terminate this Agreement uponthirty (30) days prior written notice to the Company.  Termination shall be effective at the expiration of the noticeperiod.  All obligations of the Companyunder this Agreement shall end on the effective date of termination and theCompany shall have no further obligations under this Agreement, including, butnot limited to payment of salary, bonuses or any similar compensation orbenefits.  Notwithstanding the noticeprovided by Employee, the Company, in its sole discretion, may choose to acceptEmployee's resignation immediately.  Inthat event, the Company's only obligation to Employee will be to pay the BaseSalary Employee would have received during the notice period.

             (f)         Mitigation.  Employee shall not be required to mitigatethe amount of any payment or benefit to be provided pursuant toSection 8(d) ("Severance") by seeking other employment.  However, anything in this Agreementnotwithstanding, if Employee provides services for other than de minimus pay toanyone, *including*the Company, or any of its subsidiaries or affiliates ("*PostContract*Services"), during a period in which he is receivingsuch Severance (the "Severance Period"), the amount of Severance tobe paid to Employee with respect to such Severance Period shall, beginning onthe date such payment for *Post Contract* Services is received byemployee, be reduced by the lesser of (i) fifty percent (50%) of suchSeverance payment, or (ii) fifty percent (50%) of such payment for *PostContract* Services rendered.
             9.          Effect of Termination.  Upon the termination of this Agreement,whether by the expiration of the Term specified in Section 2 or pursuantto Section 8, the rights of Employee which shall have accrued prior to thedate of such termination shall not be affected in any way.  Except as provided in Section 8(d),Employee shall not have any rights which have not previously accrued upontermination of this Agreement.

             10.        Communications.  All notices and other communications underthis Agreement shall be in writing and shall be deemed to have been duly givenwhen (a) delivered by hand (with written confirmation of receipt),(b) when received by the addressee, if sent by a nationally recognizedovernight delivery service (receipt requested) in each case to the respectiveaddresses set forth below, or to such other addresses as either party may havefurnished to the other in writing in accordance herewith, except that notice ofa change of address shall be effective only upon actual receipt; to theCompany:  the Company, at c/o Eye CareCenters of America, Inc., 11103 West Avenue, San Antonio, Texas 77213-1392, forthe attention of Chairman of the Board of Directors, Bernard Andrews, and toEmployee:  Dave McComas, 30772 LaMer,Laguna Niguel, California 92677.

             11.        Amendments or Additions.  No amendments or additions to this Agreementshall be binding unless in writing and signed by all parties hereto.

             12.        Binding Effect; Assignability.  This Agreement shall be binding upon, andshall inure to the benefit of, Employee; the obligations of Employee hereunderare personal and this Agreement may not be assigned by Employee.  This Agreement is completely assignable bythe Company without notice to or consent of Employee. This Agreement shall bebinding upon, and shall inure to the benefit of, the Company and shall alsobind and inure to the benefit of any successor of the Company by merger orconsolidation or any assignee of all or substantially all of its properties.

             13.        Headings; References.  The headings used in this Agreement areincluded solely for convenience and shall not affect, or be used in connectionwith, the interpretation of this Agreement. References to a "Section" when used without furtherattribution shall refer to the particular sections of this Agreement.

             14.        Binding Arbitration.  Subject to the rights of any party to seekinjunctive relief pursuant to Section 7 above and without waiving the same, theparties agree that all disputes, controversies or claims that may arise amongthem (including their agents and employees), arising out of or relating to thisAgreement, or the breach, termination or invalidity thereof, shall be submittedto, and determined by, binding arbitration. Such arbitration shall be conducted before a single arbitrator pursuantto the Commercial Arbitration Rules then in effect of the American ArbitrationAssociation, except to the extent such rules are inconsistent with thisSection 14.  The arbitrator shallapply the laws of the *State of Delaware* (without regard toconflict of law rules) in determining the substance of the dispute, controversyor claim and shall decide the same in accordance with the applicable usages andterms of trade.  The fees of thearbitration initially shall be paid one-half by the Company and one-half byEmployee; provided, however, that the prevailing party in any such arbitrationshall be entitled to recover its reasonable attorneys' fees, costs and expensesincurred in connection with the arbitration. Any award pursuant to such arbitration shall be final and binding uponthe parties, and judgment on the award may be entered in any federal or statecourt sitting in any court having jurisdiction.  The obligations of this Section 14 shall survive the terminationof this Agreement.  **THE COMPANY AND THE EMPLOYEE EACHKNOWINGLY AND VOLUNTARIILY GIVE UP ANY RIGHT TO A TRIAL BY JURY IN CONNECTIONWITH ANY DISPUTE, CLAIM OR CONTROVERSY WHICH MAY ARISE BETWEEN THEM**.

             15.        Miscellaneous.  No provision of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing and signed by the Employee and such officer as may bespecifically designated by the Board. No waiver by either party hereto at any time of any breach by the otherparty hereto of, or compliance with, any condition or provision of thisAgreement to be performed by such other party shall be deemed a waiver ofsimilar or dissimilar provisions or conditions at the same or at any prior orsubsequent time.  No agreements orrepresentations, oral or otherwise, express or implied, with respect to thesubject matter hereof have been made by either party which are not expresslyset forth in this Agreement.  Thevalidity, interpretation, construction and performance of this Agreement shallbe governed by the laws of the State of Texas without regard to its conflictsof law principles.
             16.        Surviving Provisions.  The obligations of the Company underSection 8, of Employee under Section 6, and of both the Company andthe Employee under Section 14 shall survive the expiration of the Term ofthis Agreement.

             17.        Entire Agreement.  This Agreement shall constitute the entireagreement between the parties superseding all prior agreements and all othernegotiations, letter of intent, memoranda of understandings, andrepresentations (if any) made by and among such parties, and may not bemodified or amended, and no waiver shall be effective, unless by writtendocument signed by both parties hereto. The Company and Employee have each had an opportunity to consult withcounsel of their choice regarding the terms and conditions of this Agreement,and each understands the consequences of entering into and complying with theterms and conditions of the Agreement. The Company and the Employee agree that the Employment Agreement datedas of April 15, 1998 between the Company and the Employee shall be terminatedas of the Effective Date and the provisions therein shall have no further forceand effect after the Effective Date.

             18.        Pronouns.  In this Agreement, the use of any gendershall be deemed to include all genders, and the use of the singular shallinclude the plural, wherever it appears appropriate from the context.

             19.        Enforcement Costs.  If any legal action or other proceeding,including arbitration, is brought for the enforcement of this Agreement, orbecause of an alleged dispute, breach, default or misrepresentation inconnection with any provisions of this Agreement, the prevailing party orparties shall be entitled to recover reasonable attorneys' fees, court costsand all expenses even if not taxable as court costs, incurred in that action orproceeding, in addition to any other relief to which such party or parties maybe entitled.

             20.        Severability.  The provisions of this Agreement shall bedeemed severable and the invalidity or unenforceability of any provision shallnot affect the validity or enforceability of the other provisions hereof,provided, however, that to the extent any court determines that Section 6is invalid or unenforceable, the Company shall be relieved of its paymentobligations to Employee under Section 8.

             21.        Indemnification.  Employee shall be entitled toindemnification, in has capacity as an officer of the Company in accordancewith the provisions of the Company's certificate of incorporation, bylaws oractions of the Board, as the same shall be in effect from time to time, andEmployee shall be entitled to the protection of any insurance policies theCompany may elect to maintain generally for the benefit of its officers ordirectors.

             22.        Counterparts.  This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original and all of which,taken together, shall constitute one and the same instrument.

             INWITNESS WHEREOF, the parties have executed this Agreement effective as of theday and year first above written.
 Eye  Care Centers of America, Inc.          By:  Name:  Bernard W. Andrews Title:  Chairman       EMPLOYEE:           By:  Name:  David E. McComas Title:  Chief Executive Officer