**             EMPLOYMENT AGREEMENT**

 

             THISEMPLOYMENT AGREEMENT (the "Agreement") made and entered intoeffective as of the 2nd day of July 2001, by and between Eye CareCenters of America, Inc., a Texas Corporation (the "Company"), or itsassigns, and Alan E. Wiley ("Employee");

**             WITNESSETH**:

             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 employs Employee andEmployee hereby accepts such employment, upon the terms and conditions setforth herein.

             2.          Term.  The term of this Agreement shall commence on the date hereof (the"Effective Date") and shall terminate on July 1, 2002, subject toearlier termination 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 the termsand conditions of this Agreement shall remain in full force and effect.

             3.          Duties.  During the Term, the Employee shall serve asPresident of Managed Vision Care and Chief Financial Officer of theCompany.  The Employee shall reportdirectly to the Chief Executive Officer of the Company and shall have thoseduties established by the Chief Executive Officer, provided, that any suchduties should be reasonable consistent with those typically performed by theChief Financial Officer.  During theTerm, Employee agrees that he will devote his full business time, attention andenergies to the business of the Company and its subsidiaries and affiliates, ifapplicable, and to the performance of his duties hereunder, and shall notengage in any other business, profession, or occupation for compensation orotherwise.

             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$275,000 (the "Base Salary"). The Base Salary shall be reviewed by the Board of Directors of theCompany (the "Board") from time to time as the Board deemsappropriate and any possible increase thereof shall be in the sole discretionof the Compensation Committee of the Board.. In the event of any increase from time to time, the term "BaseSalary" as defined herein shall mean the initial Base Salary as it mayhave been increased.  The Base Salaryshall be payable in arrears during the Term in substantially equal installmentsin accordance with the Company's payroll practices, which, in any event, shallnot be less frequently than one a month or in such other installments as theparties may mutually agree.

                           (b)        Bonus. Beginning with calendaryear 2001, Employee shall be eligible to receive, in addition to his BaseSalary, a bonus (the “Bonus”) for services rendered during such year asfollows:

             (i)          Exceptas is provided in Section 4(b)(ii) below, no Bonus shall be paid with respectto any calendar year unless greater than 90% of Target EBITDA (as definedbelow) is exceeded for such year.  TheBonus shall be 50% of Base Salary if Target EBITDA is achieved for such yearand shall be 100% of Base Salary if 137% of Target EBITDA is achieved orexceeded for such year.  If EBITDAachieved for any calendar year exceeds 90% of Target EBITDA but does not exceedTarget EBITDA, the Bonus shall be such percentage of Base Salary between 0% and50%, calculated on a straight line basis, as corresponds to the relativeachievement of Target EBITDA, with 0% corresponding to 90% Target EBITDA and50% corresponding to Target EBITDA.  IfEBITDA achieved for any calendar year exceeds Target EBITDA but is equal to orless than 137% Target EBITDA, the Bonus shall be such percentage of Base Salarybetween 50% and 100%, calculated on a straight line basis, as corresponds tothe relative achievement of Target EBITDA, with 50% corresponding to TargetEBITDA and 100% corresponding to 137% of Target EBITDA.

             (ii)         “EBITDA” shall mean earnings after the reduction for theBonus and all other bonuses payable to all other employees of the Company orits subsidiaries and before reduction for the following items (withoutduplication): (A) interest (including but not limited to acquisition interestand interest from the credit facility used on an ongoing basis by the Companyfor 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, at thediscretion of the Board, by the Compensation Committee and shall be set forthin the management plan approved annually by the Board after consultation withmanagement.

                          (iii)        Each Bonus, if any, shall be paid 30 days following therendering of audited financial statements for the relevant fiscal year (withrespect to each such preceding fiscal year, the “Payment Date”), subject toExecutive’s continued employment with the Company on the Payment Date except tothe extent otherwise provided in Section 8.
             (iv)       Notwithstanding anything to the contrary set forth herein,Employee's Bonus for the fiscal year 2001, provided that the Employee'semployment with the Company has not otherwise been terminated prior to the PaymentDate for the fiscal year 2001, shall equal at least (i) 50% of the Base Salarypayable to the Employee during fiscal year 2001 after the Effective Date,multiplied by (ii) a fraction, the numerator of which is the number of daysduring the fiscal year 2001 during which the Employee was employed with theCompany under the terms hereof after the Effective Date, and the denominator ofwhich is 365.

                           (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 in accordance with the Company'sautomobile allowance policy.

                           (d)        Stock Option Plan.  Employee shall be eligible to participate inany equity incentive plan adopted by the Company in which the Employee isotherwise entitled to participate, and the Company shall grant the Employeeoptions thereunder to purchase at least 32,500 additional shares of theCompany's Common Stock (in addition to any options granted or shares held by theEmployee as of the date hereof) governed solely by the terms of such plan, asit 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.

             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, supplier and vendorlists, plans for future developments and/or acquisitions, and information ofany other kind not known within the optical retail industry generally(collectively, "Confidential Matters").  Employee further acknowledges that the Company would not hireEmployee or disclose these Confidential Matters to Employee without thepromises made by Employee in this Section 6. In light of the 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 or 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, eitherduring or 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, all memoranda,notices, records, reports and other documents (and all copies thereof) relatingto the business of the Company or any of its subsidiaries or affiliates,including, but not limited to, Confidential Matters, which he may then possessor have under his control.

Notwithstanding any of the foregoing, theterm "Confidential Matters" does not include information which (i) isor becomes 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 producing such information, if practicable, so that the Companymay 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 on theEffective Date and ending twenty-four (24) months following the effective dateof a termination of Employee's employment (for any reason whatsoever other thantermination by the Company without Cause or if the Company elects not to renewthe Term as provided in Section 2 hereof), Employee shall not, without thewritten consent of the Company, directly or indirectly (whether forcompensation or otherwise), alone or as officer, director, stockholder(excepting not more than 1% stockholdings for investment purposes in securitiesof publicly held and traded companies), partner, associate, employee, agent,principal, trustee, salesman, consultant, capacity, take any action in orparticipate with or become interested in or associated with of any firm orperson which engages in Optical Retailing in any geographic area (for purposesof this Agreement, “Optical Retailing” shall be defined as any retail companyin which gross sales from the sale of optics and optical related devices (suchas eyeglasses and eye contact lenses) is greater than fifteen (15%) percent ofits total gross sales)..  (Suchactivities are hereinafter referred to as the "CompetitiveActivities").

                           (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 o fits direct orindirect subsidiaries or affiliates to any individual, partnership, firm,corporation or other entity then in competition with the business of theCompany or any subsidiary or affiliate of the Company; provided thisprohibition shall not apply to general advertisements in newspaper or otherwidely distributed publications, media, or mail, whether electronic orotherwise.

                           (d)        Soliciting Employees.

(i)          Employee agrees that during the Termof this Agreement, and for a period of two (2) years thereafter, he will not,without the prior written consent of the Company, directly or indirectly engagein efforts to induce any employees of the Company to terminate their employmentfor the purpose of being employed by another business entity and shall notdirectly or indirectly employ, or offer employment to any such person in anyactivity unless such person shall have ceased to be employed by the Company andsuch cessation of employment shall have occurred at least twelve (12) monthsprior thereto.

(ii)         Employee agrees that during the Term ofthis Agreement, and for a period of two years thereafter, he will not disclosethe names or positions of any of the Employer's employees to any business,including but not limited to employment agencies, executive search firms orsimilar 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)         The right and remedy to have suchprovisions specifically enforced by any court having equity jurisdictiontogether with an accounting for any benefit or gain by Employee in connectionwith any such breach.  Employeespecifically acknowledges and agrees that any breach or threatened breach ofthe provisions of Section 6 will cause irreparable injury to the Company andthat money damages will not provide an adequate remedy to the Company.  Such injunction shall be available withoutthe posting of any bond or other security.

(b)        The right and remedy to require Employeeto account for and pay over to the Company all compensation, profits, monies,accruals, increments or other benefits (hereinafter collectively the"Benefits") derived or received, directly or indirectly, by Employeeas a result of any transactions constituting a breach of any of the provisionsof Section 6.  Employee hereby agreeingto account for and pay over the Benefits to the Company.

(c)         The right to terminate Employee'semployment pursuant to Section 8(c).

(d)        Upon discovery by the Company of abreach or immediate and material threatened breach of Section 6, the right toimmediately suspend payments to Employee under Section 8, pending a resolutionof the dispute.

             Ifany covenant contained in Section 6 or any portion thereof is hereafterconstrued to be invalid or unenforceable, the same shall not affect theremainder of the covenant or covenants contained therein, which shall be givenfull effect, without regard to the invalid portions, and any court havingjurisdiction shall reform the covenant to the extent necessary to cause thelimitations contained therein as to time, geographical area and scope ofactivity to be restrained to be reasonable and to impose a restraint that isnot greater than necessary to protect the goodwill and other business interestof the Company and to enforce the covenant as reformed.  The parties hereto intend to and herebyconfer jurisdiction to enforce the covenant as reformed.  The parties hereto intend to and herebyconfer jurisdiction to enforce the covenants contained in Section 6 upon thecourts of any state or other jurisdiction in which any alleged breach of anysuch covenant occurs.  If the courts ofany of one or more of such states or other jurisdictions shall hold suchcovenants not wholly enforceable by reason of the scope thereof or otherwise,it is the intention of the parties hereto that such determination not bar or inany way affect the Company's right to the relief provided above in the courts ofany other states or jurisdictions as to breaches of such covenants in suchother respective states or jurisdictions, and the above covenants as theyrelate to each state or jurisdiction being, for this purpose, severable intodiverse and independent covenants.

             8.          Termination of 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 eighty (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 preventingEmployee from performing his duties for a period of more than three (3)consecutive months where no reasonable accommodation is available or where areasonable accommodation 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.  In the event that thephysicians selected by the Company and the Employee shall be unable to agreeupon a third independent physician, the determination hereunder shall be madeby the physician selected by a majority of the Board.  The determination of Disability made in writing to the Companyand Employee shall be final and conclusive 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 providedbelow.  Termination of this Agreementfor "Cause" shall mean termination upon (i) the breach of anymaterial provision of this Agreement by Employee which has not been rectifiedor cured within 30 days after notice by the Company to the Employee containingin reasonably specific detail the violation or breach and the necessarycorrective action to rectify or cure such violation or breach, (ii) commissionof an act punishable by imprisonment, (iii) willful failure to substantiallyperform his duties hereunder (other than as a result of total or partial incapacitydue to physical or mental illness) which has not been rectified or cured withinthirty (30) days after notice by the Company to the Employee containing inreasonably specific detail the acts or omissions complained of and thenecessary corrective action to rectify or cure the matters set forth in suchnotice; provided, however, if the actions or omissions that are the subject ofsuch notice are substantially similar to acts or omissions with respect towhich the Employee has received notice hereunder within the prior twelve (12)months and had an opportunity to cure or rectify, the Employee shall not beentitled to such notice and opportunity to cure, (iv) the engaging by Employeein conduct that 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 toEmployee.  If the Company terminatesthis Agreement at any time without Cause (i.e., other than pursuant to Section8(b) or 8(c) above), or the Company elects not to renew the Term as provided inSection 2 hereof, the Company shall continue to pay Employee his Base Salaryfor a period of twelve (12) months following the date of termination ofemployment, the timing and manner of such payments to be in accordance with thesalary 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 of theCompany, each of its subsidiaries affiliates and their respective past, presentand future officers, directors, employees, consultants, attorneys, agents andshareholders, in form and substance reasonably acceptable to the Company, ofany claims Employee may have against any of them, to the extent such claimsarise from Employee's employment hereunder. Notwithstanding any provision in this Agreement to the contrary, theCompany's obligations to make payments pursuant to this Section 8(d) shallimmediately terminate in the event that the Employee engages in any of theCompetitive Activities (even if Section 6(b) is not applicable due totermination of employment without Cause).

                           (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 to Section 8(d)("Severance") by seeking other employment.  However, anything in this Agreement notwithstanding, if Employeeprovides services for other than de minimus pay to anyone other than theCompany or any of its subsidiaries or affiliates ("Third PartyServices") during a period in which he is receiving such Severance (the"Severance Period"), the amount of Severance to be paid to Employeewith respect to such Severance Period shall, beginning on the date such paymentfor Third Party Services is received by employee, be reduced by the lesser of(i) fifty percent (50%) of such Severance payment, or (ii) fifty percent (50%)of such payment for Third Party Services rendered.

             9.          Effect of Termination.  Upon the termination of this Agreement,whether by the expiration of the Term specified in Section 2 or pursuant toSection 8, the rights of Employee which shall have accrued prior to the date ofsuch termination shall not be affected in any way.  Except as provided in Section 8(d), Employee shall not have anyrights which have not previously accrued upon termination 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) whenreceived by the addressee, if sent by a nationally recognized overnightdelivery service (receipt requested), in each case to the respective addressesset forth below, or to such other addresses as either party may have furnishedto the other in writing in accordance herewith, except that notice of a changeof address shall be effective only upon actual receipt; to the Company; theCompany, at c/o Eye Care Centers of America, Inc., 11103 West Avenue, SanAntonio, Texas  78213-1392, to theattention of the Chief Executive Officer David McComas; and to Employee:  Alan Wiley, 507 Blackjack Oak, San Antonio,Texas 78230.

             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 assignable by Employee.  This Agreement is completely assignable bythe Company without notice to or consent of Employee.  This Agreement shall be binding upon, and shall inure to thebenefit of, the Company and shall also bind and inure to the benefit of anysuccessor of the Company by merger or consolidation or any assignee of all orsubstantially 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 this Section14.  The arbitrator shall apply the lawsof the *Stateof Texas* (without regard to conflict of law rules) in determiningthe substance of the dispute, controversy or claim and shall decide the same inaccordance with applicable usages and terms of trade.  The fees of the arbitration initially shall be paid one-half bythe Company and one-half by the Employee; provided, however, that theprevailing party in any such arbitration shall be entitled to recover itsreasonable attorneys' fees, costs and expenses incurred in connection with thearbitration.  Any award pursuant to sucharbitration shall be final and binding upon the parties, and judgment on the awardmay be entered in any federal or state court sitting in any court havingjurisdiction.  The obligations set forthin this Section 14 shall survive the termination of this Agreement.  THE COMPANY AND EMPLOYEE EACH KNOWLINGLY ANDVOLUNTARILY GIVE UP ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANYDISPUTE, 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 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 under Section8, of Employee under Section 6, and of both the Company and Employee underSection 14 shall survive the expiration of the Term of this 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 hereby acknowledge and agree that theEmployment Agreement dated as of November 1, 1998 between the Company and theEmployee shall be terminated and the provisions contained therein shall be ofno further force and effect as of 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 6 isinvalid 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 Companymay elect to maintain generally for the benefit of its officers or directors.

             22.        Counterparts.  This Agreement may be executed in one ormore counterparts, each of which shall be deemed to be an original and all ofwhich, 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:  David E. McComas  Title:  Chief Executive Officer    EMPLOYEE:      Alan  E. Wiley  President  Managed Vision Care and  Chief  Financial Officer