TERMINATION AGREEMENT

     AGREEMENT  dated  as  of July 1, 2001, between Eye Care Centers of America,
Inc.,  a  Texas  corporation  (the  "Company")  and  Bernard  W.  Andrews  (the
"Executive").  Capitalized  terms  used  herein  and not otherwise defined shall
have  the  meanings  ascribed  to  them  in the Employment Agreement (as defined
herein).

     WHEREAS,  the  Company  and  the  Executive  are  parties  to  that certain
Employment  Agreement  dated  April  24,  1998 (the "Employment Agreement"); and

     WHEREAS,  The  Company and the Executive desire to terminate the Employment
Agreement.

     NOW  THEREFORE,  in consideration of the mutual covenants and agreement set
forth  herein,  the  parties  hereto  agree  as  follows:

     1.     Chief  Executive  Officer.  The  Company  and  the  Executive hereby
            -------------------------
acknowledge  that  the  Executive  has  provided the Company with notice of this
resignation  as  Chief  Executive Officer of the Company effective July 2, 2001.
The  Executive's  employment  with the Company as Chief Executive Officer of the
Company  will formally terminate upon July 2, 2001 (the "Termination Date").  As
of the Termination Date, the Executive shall cease to be Chief Executive Officer
of the Company but will continue as Chairman of the Company's Board of Directors
of  the  Company.  The Executive will continue to perform his regular duties and
responsibilities  for  the  Company  on  a full-time basis until the Termination
Date.

     2.     Termination  of  Employment  Agreement.  Any  and  all  effective
            --------------------------------------
provisions  of the Employment Agreement, except for Section 10, 11, 12 and 13 of
the  Employment  Agreement, are hereby terminated and canceled in their entirety
in  all respects as of the Termination Date and shall be of no further force and
effect  as  of  such  date.  The Company will pay the Executive all wages due to
Executive  pursuant to Section 3 of the Employment Agreement in the amount of $0
through  the  Termination  Date  and accrued and unused vacation pay as provided
under  the  terms  of  Section  5  of  the Employment Agreement in the amount of
$32,308.00  through  the  Termination  Date.  The  Company  and  the  Executive
acknowledge  and  agree  that  neither  party  shall  have any further rights or
obligations  under  the  Employment  Agreement, except as specifically set forth
herein  with  respect to Sections 10, 11, 12 and 13 of the Employment Agreement.

     3.     Stock  Options.  The  Company  has  previously granted the Executive
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options  to  purchase  the  Company's  Common Stock (all such options previously
granted  collectively  referred  to  herein as the "Options").  The Options have
been  cancelled  pursuant to that certain Option Cancellation Agreement dated as
of  June  15,  2001  and  have  ceased  to  vest  on  the  Termination  Date.

     4.     Chairman.  The  Executive  shall  continue  as  an  employee  of the
            --------
Company  in  the  capacity  of  Chairman  of  the  Company's Board of Directors.
Executive  shall  be  entitled  to  compensation  equal  to Eight Thousand Three
Hundred  and  Thirty-Three Dollars ($8,333) per month subject to withholding and
payable  in accordance with the Company's standard payroll policy, commencing on
July  2,  2001.  The  Executive  will  not  be  entitle to any further incentive
compensation or bonus.  The Executive shall continue as a full-time employee and
shall  continue  to  be eligible to participate in the benefits that the Company
offers to its full-time employees from time to time; provided, however, that the
Executive  shall not be entitled to any paid vacation.  This Section 4 shall not
be construed as an agreement, either express or implied, to employ the Executive
for  any  stated  term, and shall in no way alter the nature of the relationship
between  the  Executive  and  the  Company  after  the  Termination  Date  as an
employment  at  will  in  which  either  party  may  terminate  the  employment
relationship,  with  or  without  cause,  at  any  time, with or without notice.
Nothing herein shall be construed as an agreement, either express or implied, to
pay  the  Executive  any compensation or severance or grant to the Executive any
benefit  beyond the end of the Executive's employment with the Company except as
otherwise  determined  by  and  in the sole discretion of the Company's Board of
Directors.

     5.     Restrictive  Covenants.  Executive  hereby  acknowledges  that  he
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continues  to  be bound by the restrictive covenants contained in Section 10, 11
and  12 of the Employment Agreement.  Any restrictions by which the Executive is
bound  following  the  termination  of  his  employment  shall commence upon the
termination  of  Executive's  employment  with the Company pursuant to Section 4
above.

     6.     Release.  In  partial  exchange for the agreements set forth herein,
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the  Executive  agrees  that  upon the Executive's termination of his employment
with  the  Company,  he  will  execute  and  deliver a general release in a form
reasonably  acceptable to the Company.  The Company and the Executive agree that
during the Executive's employment with the Company and following the Executive's
separation  from  employment  with  the  Company, the Executive will not defame,
disparage  or in any way malign the Company, its officers, directors or past and
present  employees  to anyone, including, but limited to, prospective employers,
competitors,  vendors  or  suppliers  to  the  Company  and  current  and former
employees of the Company.  The Company agrees that it will not defame, disparage
or  malign  Executive  in  any  way  to  any  third  party.

     7.     Entire  Agreement.  This Agreement, Section 10, 11, 12 and 13 of the
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Employment Agreement, the Note, the Option Agreement and the Option Letter, each
as  amended  hereby,  the  Purchase  Agreement  and  the Stockholders' Agreement
contain  the  entire understanding of the parties with respect to the employment
of  the  Executive by the Company and supersede any prior agreements between the
Company  and  the  Executive  (including  the  Employment  Agreement, other than
Sections  10,  11,  12 and 13).  If any portion of this Agreement is found to be
unenforceable,  then  both  the  Executive  and  Company  desire  that all other
portions  that  can be separated from it or appropriately limited in scope shall
remain  fully  enforceable.

     8.     Governing  Law.  This  Agreement  shall  be  construed as a document
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under seal and it shall be governed by the laws of the Company's jurisdiction of
incorporation,  from  time  to  time,  without  regard  to  the conflict of laws
principles  thereof.  Each party hereby consents to the personal jurisdiction of
the  Company's  jurisdiction of incorporation, acknowledges that venue is proper
in  any  state or federal court in such jurisdiction and waives any objection to
the  foregoing.

     9.     Acknowledgment.  The  Executive  acknowledges  that he has read this
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Agreement,  understands  it,  and  that  he  is  voluntarily  entering  into it.

     10.     Descriptive  Headings.  The  descriptive headings of this Agreement
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are  inserted  for  convenience  only  and  do  not  constitute  a  part of this
Agreement.

     11.     Counterparts.  This Agreement may be executed in counterparts, each
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of  which  shall  be  deemed  an  original and all of which shall constitute one
agreement.

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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
an  authorized  officer, and the Executive has executed this Agreement as of the
___  day  of  ____,  2001.

                                               EYE CARE CENTERS OF AMERICA, INC.

                                                       By:     /s/ Alan E. Wiley
                                                               -----------------
                                                       Executive Vice President,
                                                        Chief Financial Officer,
                                                         Secretary and Treasurer


                                                  By:     /s/ Bernard W. Andrews
                                                          ----------------------
                                                                       Executive