2002 INCENTIVE PLAN
                                      FOR
                                 KEY MANAGEMENT


The  Eye  Care  Centers  of America, Inc. 2002 Incentive Plan for Key Management
(hereafter  referred  to  as  "the  company"  and  "the  Plan") is designated to
attract,  retain  and  reward  key  management  associates who contribute to the
achievement of Company objectives.  The plan includes those participants who are
most  able  to influence the Company's growth and profitability as determined by
the  Chief  Executive  Officer.

The  plan is intended to support the Company's compensation philosophy, which is
to provide superior direct compensation opportunities for superior financial and
individual  performance.

Objectives:
-----------

The  specific  objectives  of  the  plan  are  to:

-    Motivate  and  reward  key management for superior performance in achieving
     the  Company  financial  goals.

-    Strengthen  the  commonality  of  shareholder  and  management  interests.

-    Enhance  the  Company's  ability to acquire and retain qualified management
     associates.

Features:
---------

The  following  is  a  summary  of  the  major  features  of  the  Plan:

Plan  Year:
-----------

The  plan  year shall be the fiscal year from December 30, 2001 through December
28,  2002.

Eligibility:
------------

Participation in the plan is based on approval from the Chief Executive Officer.

The  participant  should  be  a  regular  full-time  employee of the company.  A
participant  who  subsequently  is  on  a  leave of absence away from work for a
period  longer  than  90  days during the plan year shall have his/her incentive
prorated  based  upon  his/her  active  time  in  position.

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Incentive  Opportunity:
-----------------------

NO  PERFORMANCE  BONUS  SHALL  BE  PAID  WITH  RESPECT TO THE FISCAL YEAR UNLESS
MINIMUM  EBITDA,  AS  DEFINED  AND  SET  FORTH  (IN  THOUSANDS)  UNDER FINANCIAL
OBJECTIVES,  IS  EXCEEDED  FOR  THE  YEAR.

Bonus  maximums  shall  not  exceed  150%  of  Base  Salary.

Participant incentive awards will be based on weighted objectives of:  (A) up to
75%  on  EBITDA  as  defined under Financial Objectives and/or Subsidiary/Region
Financial  objectives  and  (B)  a  minimum  of  25%  on  up  to five individual
performance  objectives  consistent with the criteria outlined under Performance
Objectives.

Financial  Objectives:
----------------------

"EBITDA"  shall  mean  earnings  for the Company before interest expense, income
tax,  depreciation  and  amortization as determined in accordance with generally
accepted  accounting  principles.  EBITDA thresholds referenced in this plan are
for  the  current  business.  Acquisitions  not comprehended in the plan will be
treated  as  a  discretionary  issue  by  the  Compensation  Committee.

No  performance  bonus  shall  be  paid  with  respect to the fiscal year unless
minimum  EBITDA  ,  as set forth below (in thousands), is exceeded for the year.
The  Bonus  shall be 50% of Base Salary if Target EBITDA, as set forth below (in
thousands),  is  achieved  for  the  year  and  shall  be 150% of Base Salary if
superior  EBITDA,  as set forth below (in thousands) is achieved or exceeded for
such  year.  If EBITDA achieved for the fiscal year falls between minimum EBITDA
and  superior  EBITDA, the bonus shall be such percentage of base salary between
0%  and 150% calculated on a straight line basis, as corresponds to the relative
achievement  of  EBITDA,  with  0%  corresponding  to  minimum  EBITDA  and 150%
Corresponding  to  superior  EBITDA.

               COMPANY                      BONUS%
               EBITDA (000)                OF BASE
                 2001                       SALARY
Superior       $57,000.00                    150%

Target         $53,000.00                     50%

Minimum        $51,000.00                      0%

For  executives  who  are paid on subsidiary or regional financial objectives in
lieu  of,  or  in  addition  to  Company  EBITDA,  minimum, target, and superior
objective  levels  will  be  set  and payout as a percent of Base Salary will be
calculated  in  the  same  manner  used  for  Company EBITDA as outlined in this
section.  Again,  the  incentive  bonus  dollars are paid as a percent of earned
base  salary  only.

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Performance  Objectives:
------------------------

Each  Plan year, Company performance objectives will be established by the Chief
Executive  Officer.  Up  to  five  individual  objectives  may  be set using the
following  criteria.

-    Objective  must  be  quantitative  and/or  well  defined.


-    Objective  will  be  set  and  weighted  by  the  Participant's supervisor.

-    Objectives  must  be  approved  by  the  C.E.O.

-    Objectives  must  be  submitted  to  Human  Resources.

-    Final  results  against  objectives will be determined by the Participant's
     supervisor  and  approved  by  the  C.E.O.

NO  PERFORMANCE  BONUS SHALL BE PAID WITH RESPECT TO THESE INDIVIDUAL OBJECTIVES
UNLESS  MINIMUM  COMPANY  EBITDA, AS DEFINED AND SET FORTH (IN THOUSANDS), UNDER
FINANCIAL  OBJECTIVES  IS  EXCEEDED  FOR  THE  YEAR.

The  portion  of  bonus  earned  as  a  result of performance against individual
objectives  shall  be  calculated  as the percent of base salary earned based on
Company  EBITDA  times  the  points  earned  of  those  allocated  to individual
objectives  times  the  participant's  base  salary.

Payment:
--------

Individual  incentive  awards may be paid when the Company's performance exceeds
the  minimum  Company  EBITDA.  The incentive bonus will be determined following
the completion of the audit of the Company's financial statements.  Payment will
be  by  check  and  made  no later than March 15th following the end of the Plan
year.

The Board of Directors holds the right to payout a discretionary incentive award
should  the  Board  deem  the  payout  appropriate.

Withholding:
------------

The  Company  shall have the right to deduct any sums as required to be withheld
by  federal,  state,  or local tax laws with respect to the payment of any bonus
award.  There is no obligation hereunder that any Plan Participant be advised of
the  existence  of  the  tax or the amount which the Company will be required to
withhold.

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Employee  New  Hire/Transfer/Promotion/Demotion:
------------------------------------------------

If an employee is hired, transferred, promoted, or demoted into a position, with
eligibility  in  the  Plan,  their  incentive  will be considered effective, for
purposes  of  the  Plan,  on the date determined by the Chief Executive Officer.
Any  incentive  will  be  calculated  on  a  pro-rata  basis  from  that  date.

If  an  employee  is  demoted to a non-eligible position during the fiscal year,
he/she  shall  lose  his/her  bonus  potential  for  the  entire  fiscal  year.

Employment  Termination:
------------------------

If  a  Participant becomes permanently disabled or dies during or after the Plan
year, the Plan may award the Participant or his/her estate a bonus on a pro-rata
basis following the year-end closing.  If the Participant leaves the Company for
any  reason  other  than  disability  or death, the Participant will forfeit the
right  to  a  bonus  payment.  The Participant must be an active employee at the
time  the  incentive  payment  is  made  to  receive  payment.

Plan  Administration:
---------------------

The  C.E.O. will have the sole discretionary authority to administer the Plan in
all  of its details.  All actions and determinations of the C.E.O. will be final
and  binding  upon  all  parties.

The  company reserves the sole discretionary right to modify, amend or terminate
the  Plan at any time, for any reason, with or without notice.  If any questions
arise  as  to  the administration of the Plan, the C.E.O. will serve as the main
contact  person.

Rights  of  Plan  Participants:
-------------------------------

All  payments  made  under this Plan will be made from the general assets of the
Company.  No  participant  or  other party will have any right to or interest in
any  assets  of  the  Company  except  a  specifically  provide  in  this  Plan.

Limitation  of  Rights:
-----------------------

The establishment, maintenance and provisions of the Plan will not be considered
or  construed:  (1)  as  giving to any employee any right to be continued in the
employment  of  the  Company;  (2)  as  limiting  the  right  of  the Company to
discipline  or  discharge  any of its employees; (3) as creating any contract of
employment  between the Company and any employee; or (4) as conferring any legal
or  equitable  right  against  the  Company  or  any  individual responsible for
administering  the  Plan.

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No  Assignments:
----------------

Amounts payable under the Plan will constitute general assets of the Company and
will  not  be  subject  to any claims by any creditor of or claimant against the
Participant;  and  any  attempt  to  reach  such amounts by any such creditor or
claimant,  or  attempt  by  the  Participant  to  confer on any such creditor or
claimant  any  right  or interest with respect to such amounts, will be null and
void.  No  amounts  payable  under  the Plan will cause the Company to be liable
for,  or  subject  to,  any  manner  of  debt  or  liability of any Participant.

Governing  Law:
---------------

This  Plan  shall  be governed by, and construed in accordance with, the laws of
the  State  of  Texas.  Any  claim  or  dispute  arising under this Plan will be
adjudicated  by  a  court  of  competent  jurisdiction  in  the  State of Texas.

Severability:
-------------

If  any of the provisions of the Plan are held to be invalid, such holdings will
not  in  any  way  affect  the  validity  of  the  remainder  of  the  Plan.

Written  Plan  Requirement:
---------------------------

No  person  has the authority to make any verbal statement of any kind which (1)
is  legally  binding  upon  the  Company and/or (2) alters the Plan documents or
other  documents  maintained  in  conjunction  with  the  Plan.

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