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                                                                   Exhibit 10.15

                              NATIONAL VISION, INC.
                            MANAGEMENT INCENTIVE PLAN

1.       PURPOSE OF THE PLAN

         The purpose of this Management Incentive Plan is to promote the
interests of National Vision, Inc. and its shareholders by providing incentive
compensation for certain designated key executives and employees of the Company
and its subsidiaries.

2.       DEFINITIONS

         As used in this Plan, the following capitalized terms have the
following meanings:

                  (a) "Award" means a periodic cash bonus award granted pursuant
         to the Plan.

                  (b) "Board" means the Board of Directors of the Company.

                  (c) "Change in Control", with respect to the Plan, shall be
         deemed to have occurred if: (a) the Company consolidates or merges with
         or into another corporation, or is otherwise reorganized, if the
         Company is not the surviving corporation in such transaction or if
         after such transaction any other corporation, association or other
         person, entity or group or the shareholders thereof own, direct and/or
         indirectly, more than 50% of the then outstanding Shares or more than
         50% of the assets of the Company; or (b) more than 35% of the then
         outstanding Shares are, in a single transaction or in a series of
         related transactions, sold or otherwise transferred to or are acquired
         by any other corporation, association or other person, entity or group,
         whether or not any such shareholder or any shareholders included in
         such group were shareholders of the Company prior to the Change in
         Control; or (c) all or substantially all of the assets of the Company
         are sold or otherwise transferred to or otherwise acquired by any other
         corporation, association or other person, entity or group; or (d) the
         occurrence of any other event or circumstance which is not covered by
         (a) through (c) above which the Committee determines affects control of
         the Company and constitutes a Change in Control for purpose of the
         Plan.

                  (d) "Code" means the Internal Revenue Code of 1986, as
         amended.

                  (e) "Committee" means the Compensation Committee of the Board,
         or any successor thereto, or any other committee designated by the
         Board to assume the obligations of the Committee hereunder.

                  (f) "Company" means National Vision, Inc., a Georgia
         corporation.

                  (g) "Effective Date" means the date on which the Plan takes
         effect, as defined pursuant to Section 13 of the Plan.

                  (h) "Participant" means an employee of the Company or any of
         its subsidiaries who is selected by the Committee to participate in the
         Plan pursuant to Section 4 of the Plan.

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                  (i) "Performance Period" means a calendar or fiscal year or
         any other period that the Committee, in its sole discretion, may
         determine.

                  (j) "Plan" means this Management Incentive Plan.

                  (k) "Share" means a common share of the Company.

3.       ADMINISTRATION

         The Plan shall be administered by the Committee or such other persons
designated by the Board. The Committee shall have the authority to select the
Participants, to determine the size and terms of an Award, to modify the terms
of any Award that has been granted, to determine the time when Awards will be
made and the Performance Period to which they relate, to establish performance
objectives in respect of such Performance Periods and to certify that such
performance objectives were attained. The Committee is authorized to interpret
the Plan, to establish, amend and rescind any rules and regulations relating to
the Plan, and to make any other determinations that it deems necessary or
desirable for the administration of the Plan; provided, however, that any action
permitted to be taken by the Committee may be taken by the Board, in its
discretion. Any decision of the Committee in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned. Determinations made by the Committee under the Plan need not be
uniform and may be made selectively among Participants, whether or not such
Participants are similarly situated. The Committee shall have the right to
deduct or withhold from any payment made under the Plan any federal, state,
local or foreign income or other taxes required by law to be withheld with
respect to such payment. Any dispute or disagreement which may arise under, or
as a result of, or in any way relate to, the interpretation, construction or
application of this Agreement shall be resolved by the Committee.

4.       ELIGIBILITY AND PARTICIPATION

         The Committee shall designate those persons who shall be Participants
for each Performance Period. Participants shall be selected from among the
employees of the Company and any of its subsidiaries who are in a position to
have a material impact on the results of the operations of the Company or of one
or more of its subsidiaries. Participation in the Plan for any Performance
Period shall not provide a Participant any right to participate in the Plan (or
any other plan of the Company) in any subsequent Performance Period. To be
eligible for an Award, a Participant must, subject to the provisions of Sections
5(c) and 10(b) of the Plan, be an employee of the Company as of the last day of
the applicable Performance Period.

5.       AWARDS

                  (a) Performance Goals. A Participant's Award shall be
         determined based on the attainment of written performance goals
         approved by the Committee for a Performance Period established by the
         Committee.

                  The Committee shall have the right to adjust any performance
         goals for unusual or unplanned items, favorable or unfavorable. The
         performance goals,

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         which must be objective, shall be based solely upon one or more of the
         following criteria (or such other objective criteria selected by the
         Committee):

                  1.       Earnings per Share;

                  2.       Operating cash flow;

                  3.       Gross margin

                  4.       Operating or other expenses;

                  5.       Earnings before interest and taxes;

                  6.       Earnings before interest, taxes, depreciation and
                           amortization;

                  7.       Net income;

                  8.       Pre-tax income;

                  9.       Return on investment (determined with reference to
                           one or more categories of income or cash flow and one
                           or more categories of assets, capital or equity); and

                  10.      Stock price appreciation.

                  The foregoing criteria may relate to the Company, one or more
of its subsidiaries or one or more of its divisions, units, partnerships, joint
ventures or minority investments, product lines or products or any combination
of the foregoing, and may be applied on an absolute basis and/or be relative to
one or more peer group companies or indices, or any combination thereof, all as
the Committee shall determine. In addition, the performance goals may be
calculated without regard to extraordinary or nonrecurring items and may also be
calculated to reflect or exclude the effect of other items, such as transactions
by the Company in its own securities, as the Committee may determine. The
Committee may also adjust the performance calculations to exclude the
unanticipated effect on financial results of changes in the Code, or other tax
laws, and the regulations thereunder. The Committee may decrease the amount of
the Award otherwise payable hereunder if, in the Committee's view, such
adjustment is necessary or desirable, regardless of the extent to which a
performance goal has been achieved. The Committee may establish such guidelines
and procedures for reducing the amount of an Award as it deems appropriate.

                  (b) Payment. Within a reasonable time following the filing by
         the Company with the Securities and Exchange Commission of its
         financial statements for the Performance Period (or within such other
         time as determined by the Committee in its sole discretion), the
         Committee shall determine whether, with respect to a Performance
         Period, the applicable performance goals have been met with respect to
         a given Participant and, if they have, to so certify, and ascertain the
         amount of the applicable Award. No Awards will be paid for a
         Performance Period until such certification is made by the Committee.
         The amount of the Award actually paid to a given Participant may be
         less than the amount determined by the applicable performance goal
         formula (including zero), at the discretion of the

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         Committee. The amount of the Award determined by the Committee for a
         Performance Period shall, subject to the provisions of the Plan, be
         paid to the Participant at such time as determined by the Committee in
         its sole discretion after the end of such Performance Period.

                  (c) Termination of Employment. If a Participant dies, retires,
         is assigned to a different position that the Committee determines would
         not be eligible for continued participation in the Plan, or is granted
         a leave of absence during a Performance Period (other than a
         Performance Period in which a Change of Control occurs), a pro rata
         share of the Participant's Award based on the period of actual
         participation shall be paid to the Participant after the end of the
         Performance Period if it would have become earned and payable had the
         Participant's employment status not changed; provided, however, that
         the amount of the Award actually paid to a given Participant may be
         less than the amount determined by the applicable performance goal
         formula (including zero), at the discretion of the Committee. If the
         Participant's employment is terminated by the Company for cause (as
         determined by the Committee in its sole discretion), the Participant
         will not be entitled to any Award for the Performance Period in which
         his employment terminates or to any unpaid Award for other Performance
         Periods.

6.       AMENDMENTS OR TERMINATION

         The Board or the Committee may amend, alter or discontinue the Plan,
but no amendment, alteration or discontinuation shall be made which would impair
any of the rights or obligations under any Award theretofore granted to a
Participant under the Plan without such Participant's consent. Notwithstanding
anything to the contrary herein, the Board or the Committee may not amend, alter
or discontinue the provisions relating to Section 10(b) of the Plan for a period
of 18 months after the occurrence of a Change in Control.

7.       NO RIGHT TO EMPLOYMENT

         Neither the Plan nor any action taken hereunder shall be construed as
giving any Participant or other person any right to continue to be employed by
or perform services for the Company or any subsidiary, and the right to
terminate the employment of or performance of services by any Participant at any
time and for any reason is specifically reserved to the Company and its
subsidiaries.

8.       NONTRANSFERABILITY OF AWARDS

         An Award shall not be transferable or assignable by the Participant
otherwise than by will or by the laws of descent and distribution.

9.       REDUCTION OF AWARDS

         Notwithstanding anything to the contrary herein, the Committee, in its
sole discretion (but subject to applicable law), may reduce any amounts payable
to any Participant hereunder in order to satisfy any liabilities owed to the
Company or any of its Subsidiaries by the Participant.

10.      ADJUSTMENTS UPON CERTAIN EVENTS

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         (a)      Generally. In the event of any change in the outstanding
Shares by reason of any Share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination or exchange of
Shares or other corporate exchange, or any distribution to shareholders of
Shares other than regular cash dividends, the Committee in its sole discretion
and without liability to any person may make such substitution or adjustment, if
any, as it deems to be equitable, as to any affected terms of outstanding
Awards.

         (b)      Change in Control. In the event that (i) a Participant's
employment is terminated during a given Performance Period (the "Affected
Performance Period") and (ii) a Change in Control shall have occurred within the
365 days immediately preceding the date of such termination, then such
Participant shall receive, promptly after the date of such termination, an Award
for the Affected Performance Period as if the performance goals for such
Performance Period had been achieved at 100%.

11.      MISCELLANEOUS PROVISIONS

         The Company is the sponsor and legal obligor under the Plan and shall
make all payments hereunder. The Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to ensure
the payment of any amounts under the Plan, and the Participants' rights to the
payment hereunder shall be no greater than the rights of the Company's (or
subsidiary's) unsecured creditors. All expenses involved in administering the
Plan shall be borne by the Company.

12.      CHOICE OF LAW

         To the extent not preempted by federal law, the Plan shall be governed
by and construed in accordance with Georgia law.

13.      EFFECTIVENESS OF THE PLAN

         The Plan shall be effective as of July 11, 2003.

14.      SUCCESSORS AND ASSIGNS

         The Plan shall be binding upon the Company and its successors,
including any successor to the Company by reason of any dissolution, merger,
consolidation, sale of all or substantially all the assets of the Company, or
other reorganization of the Company.

                                                     NATIONAL VISION, INC.

                                                     By:_______________________