**OPTIONCANCELLATION AGREEMENT**
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             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.          Cancellationof Options.  The Optionee and theCompany acknowledge and agree that, effective June 15, 2001 (the “EffectiveTermination Date”), all of the Options set forth on Schedule A attached hereto,and the related Stock Option Agreement(s) governing such Options, are herebyterminated and cancelled and the Optionee shall have no further rights topurchase the Common Stock of the Company under such Stock Option Agreement(s).

             2.          Commitmentto Grant New Options.  The Companyagrees to grant to the Optionee in January, 2002 (the “Grant Date”) (a datewhich is more than six months and a day after the Effective Termination Date),a New Option to purchase the number of shares of Common Stock subject to theOptions being terminated and cancelled hereunder, such New Option to have anexercise price equal to the fair market value of the Common Stock as of theGrant Date (as will then be determined by the Board of Directors in its solediscretion).  The New Options will be40% vested on the Grant Date, and an additional 20% will vest on each of thefirst, second and third anniversary of the Grant Date.  The grant of the New Options will also besubject to (i) the Optionee being employed by the Company (or its subsidiary)on the Grant Date, (ii) the execution and delivery by Optionee of a stockoption agreement (the “New Stock Option Agreement”) evidencing and governingthe New Options, 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 theopportunity to meet with and ask questions of management to discuss thebusiness, assets, liabilities, financial condition, cash flow and operations ofthe Company, and (ii) all materials and information requested by the Optioneehave been provided to him to his reasonable satisfaction.  The Optionee acknowledges that he has madehis own independent examination, investigation, analysis and evaluation of theCompany, including the Optionee’s own valuation of the shares of CommonStock.  The Optionee acknowledges thathe has undertaken such due diligence (including, without limitation, a reviewof the assets, liabilities, books, records and contracts of the Company) as hedeems adequate, including that described above.  Further, the Optionee acknowledges that the exercise price of theNew Options will be the fair market value as of the Grant Date, and theOptionee accepts the risk and benefit, if any, of any change of the fair marketvalue of the 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.          Employmentof the Optionee.  Nothing in thisAgreement shall be construed as constituting a commitment, guarantee, agreementor understanding of any kind or nature that the Company shall continue toemploy the Optionee, nor shall this Agreement affect in any way the right ofthe Company to terminate the employment of the Optionee at any time and for anyreason.  By the Optionee’s execution ofthis Agreement and except as set forth in any separate written employmentagreement between the Company and the Optionee, the Optionee acknowledges andagrees that the Optionee’s employment is “at will.”  Except as otherwise provided in this Agreement, no change of theOptionee’s duties as an employee of the Company shall result in, or be deemedto be, a modification of any of the terms of this Agreement.

             5.          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 theCommon Stock 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 Optionsand other rights relating to the purchase of shares of Common Stock thereunder.
             6.          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.

             7.          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.

             8.          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