**OPTIONCANCELLATION AGREEMENT**
| Participant Name: |   |   | Phone Number:        |   |
|-------------------|--------|--------|----------------------|--------|
|              |   |        |                 |        |
| Address:          |   |   | Social Security No.: |   |
|              |   |        |                 |        |
|              |   |        |                 |   |

             This Option Cancellation Agreement(the “Agreement”), is entered into as of June 15, 2001, by and between Eye CareCenters of America, Inc. (the “Company”) and the undersigned participant (the“Optionee”).

             W I T N E S S E T H

             WHEREAS, the Company has grantedthe Optionee those certain options to purchase the Company’s common stock(“Common Stock”), as more specifically identified on Schedule A attached hereto(the “Options”).  The Options weregranted under the Company’s 1998 Stock Option Plan (the “Plan”);

             WHEREAS, the Board of Directors hasdetermined that the fair market value of the Common Stock as of the date hereofis $5.70 per share;

             WHEREAS, the Company has providedall of the option holders, including the Optionee, with an Option CancellationNotice (the “Notice”) detailing the Company’s offer for the option holders tocancel and terminate their respective Options in exchange for the commitment ofthe Company to grant new options under the Plan (the “New Options”), such grantto be made no earlier than six months and a day after the effective date of thecancellation of the Options and at an exercise equal to the fair market valueof the Common Stock as of the effective date of the grant of the New Options;and

             WHEREAS, the Optionee desires toaccept the offer contained in the Notice;

             NOW,THEREFORE, in consideration of the foregoing and the mutual promises set out inthis Agreement, the parties agree as follows:

             1.         Cancellation of Options.  The Optionee and the Company acknowledge andagree that, effective June 15, 2001 (the “Effective Termination Date”), all ofthe Options set forth on Schedule A attached hereto, and the related StockOption Agreement(s) governing such Options, are hereby terminated and cancelledand the Optionee shall have no further rights to purchase the Common Stock ofthe Company under such Stock Option Agreement(s).

             2.         Commitment to Grant NewOptions.  The Company agrees togrant to the Optionee in January, 2002 (the “Grant Date”) (a date which is morethan six months and a day after the Effective Termination Date), a New Optionto purchase the number of shares of Common Stock subject to the Options beingterminated and cancelled hereunder, such New Option to have an exercise priceequal to the fair market value of the Common Stock as of the Grant Date (aswill then be determined by the Board of Directors in its sole discretion).  The New Options will be 50% vested on theGrant Date, and an additional 25% will vest on each of the first and secondanniversary of the Grant Date.  Thegrant of the New Options will also be subject to (i) the Optionee being an activemember of the Board of Directors  on theGrant Date, (ii) the execution and delivery by Optionee of a stock optionagreement (the “New Stock Option Agreement”) evidencing and governing the NewOptions, with such terms and conditions as the Board of Directors shalldetermine and approve in its sole discretion, (iii) the other terms andconditions of the Plan (or any successor stock option plan), the New StockOption Agreement and this Agreement and (iii) the Optionee agreeing to be bound(to the extent the Optionee is not already bound), by the Stockholders’Agreement, between the Company and its shareholders and option holderscontaining certain restrictions and other obligations relating to the ownershipof capital stock of the Company.
             3.          Representationof Optionee.

                           (a)         The Optionee represents and warrantsthat (i) he has received the Notice and the documents referenced therein,including, without limitation, the Company’s Annual Report on Form 10K forfiscal 2000 and the Company’s Quarterly Report on Form 10Q for the firstquarter of fiscal 2001 and (ii) that the Optionee has thoroughly reviewed andunderstands the information contained therein. The Optionee acknowledges that: (i) he and his representatives have hadaccess to the properties and operations of the Company and have had the opportunityto meet with and ask questions of management to discuss the business, assets,liabilities, financial condition, cash flow and operations of the Company, and(ii) all materials and information requested by the Optionee have been providedto him to his reasonable satisfaction. The Optionee acknowledges that he has made his own independentexamination, investigation, analysis and evaluation of the Company, includingthe Optionee’s own valuation of the shares of Common Stock.  The Optionee acknowledges that he hasundertaken such due diligence (including, without limitation, a review of theassets, liabilities, books, records and contracts of the Company) as he deemsadequate, including that described above. Further, the Optionee acknowledges that the exercise price of the NewOptions will be the fair market value as of the Grant Date, and the Optioneeaccepts the risk and benefit, if any, of any change of the fair market value ofthe Common Stock between the date hereof and the Grant Date.

                           (b)        The Optionee will be acquiring the NewOptions, and/or the shares of Common Stock subject to the New Options, for theOptionee’s own account and not with a view to their distribution within themeaning of Section 2(11) of the Securities Act of 1933, as amended (the“Securities Act”).  The Optioneeacknowledges that the shares of Common Stock received, or to be received uponthe exercise of the New Options, have not been registered under the SecuritiesAct and such shares must be held indefinitely unless the shares aresubsequently registered under the Securities Act or such sale is permittedpursuant to an available exemption from such registration requirement.

             4.          EntireAgreement.  This Agreement setsforth all of the promises, agreements, conditions, understandings, warrantiesand representations between the parties hereto with respect to the Options andthe New Options, and there are no promises, agreements, conditions,understandings, warranties or representations, oral or written, express orimplied, between them with respect to the Options or the New Options other thanas set forth herein.  Any and all prioragreements between the parties hereto with respect to any stock purchaserights, stock option rights or similar agreements regarding shares of the CommonStock subject to the Options are hereby revoked and terminated.  This Agreement is, and is intended by theparties to be, an integration of any and all prior agreements orunderstandings, oral or written, with respect to the Options, the New Options andother rights relating to the purchase of shares of Common Stock thereunder.

             5.          Gender.  The use of any gender herein shall be deemedto be or include the other gender and the use of the singular herein shall bedeemed to be or include the plural (and vice versa), whenever appropriate.
             6.          GoverningLaw.  This Agreement shall beconstrued and enforced in accordance with the internal laws, and not the lawsof conflict, of the State of Texas.  Theparties hereto agree that this Agreement is performable in Bexar County, Texasand that the sole and exclusive venue for any proceeding involving any claimarising under or relating to this Agreement shall be in Bexar County, Texas.

             7.          Counterparts.This Agreement may be executed in two or more counterparts, all of which takentogether shall constitute one instrument.

             IN WITNESS WHEREOF, the Company andthe Optionee have entered into this Agreement effective as of the day and yearfirst above written.
**EYE  CARE CENTERS OF AMERICA, INC.**a Texas corporation By:  Title:     OPTIONEE  Printed Name: 
 

SCHEDULEADESCRIPTION OF OPTIONS
Name of OptioneeGrant DatesNumber of Shares  Subject to the OptionPer Share  Exercise Price