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                                    AGREEMENT

          THIS AGREEMENT, effective as of this 6th day of November, 1996, by 
and between National Vision Associates, Ltd., a Georgia corporation (the 
"Company"), and ------------------------- (the "Executive").

                                W I T N E S S E T H:

          WHEREAS, the Company wishes to assure both itself and its key 
employees of continuity of management and objective judgment in the event of 
any Change in Control (as defined below) of the Company and to provide certain 
other benefits, and the Executive is a key employee of the Company and an 
integral part of its management;

          NOW, THEREFORE, for and in consideration of the premises and the 
mutual covenants herein contained, the parties hereby agree as follows:

          I.  TERM OF AGREEMENT.

          This Agreement shall be effective immediately upon its execution by 
the parties hereto.  The term of this Agreement shall be for a rolling, three 
(3) year term commencing on the date hereof, and shall be deemed automatically 
(without further action by either the Company or the Executive) to extend each 
day for an additional day such that the remaining term of the Agreement shall 
continue to be three (3) years; provided, however, that on Executive's 62nd 
birthday this Agreement shall cease to extend automatically and, on such date, 
the remaining "term" of this Agreement shall be three (3) years; provided 
further, that the Company may, by notice to the Executive, cause this 
Agreement to cease to extend automatically and, upon such notice, the "Term" 
of this Agreement shall be three (3) years following such notice.

          II.  DEFINITIONS.

          1.  Base Amount - The term "Base Amount" shall have the same meaning 
as ascribed to it under Section 280G(b) (3) of the Internal Revenue Code of 
1986, as amended (the "Code").

          2.  Board - The Board of Directors of the Company, or its successor.

          3.  Cause - The term "Cause" as used herein shall mean:  (i) any act 
that constitutes, on the part of the Executive, (a) fraud, dishonesty, gross 
negligence, or willful misconduct and (b) that directly results in material 
injury to the Company, or (ii) the Executive's material breach of this 
Agreement, or (iii) the Executive's conviction of a felony or crime involving 
moral turpitude.  A termination of the Executive for "Cause" based on clause 
(i) or (ii) of the preceding sentence shall take effect thirty (30) days 
after the Company gives written notice of such termination to the Executive 
specifying the conduct deemed to qualify as Cause, unless the Executive shall, 
during such 30-day period, remedy the events or circumstances constituting 
Cause to the reasonable satisfaction of the Company.  A termination for Cause 
based on clause (iii) above shall take effect immediately upon giving of the 
termination notice.

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          4.  Change in Control - The term "Change in Control" as used herein 
shall mean the occurrence of one of the following:

             (i)  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 of common stock or more than 50% of 
                  the assets of the Company; or

            (ii)  more than 35% of the then outstanding shares of common 
                  stock of the Company 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

           (iii)  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

            (iv)  the occurrence of any other event or circumstance which is 
                  not covered by (i) through (iii) above which the Board
                  determines affects control of the Company and constitutes 
                  a Change in Control for purpose of this Agreement.

          5.  Disability - The term "Disability" shall mean the Executive's 
inability as a result of physical or mental incapacity to substantially 
perform his duties for the Company on a full-time basis for a period of six 
(6) months.

          6.  Excess Severance Payment - The term "Excess Severance Payment" 
shall have the same meaning as the term "excess parachute payment" defined 
in Section 280G(b) (1) of the Code.

          7.  Severance Payment - The term "Severance Payment" shall have 
the same meaning as the term "parachute payment" defined in Section 280G(b)(2) 
of the Code.

          8.  Present Value - The term "Present Value" shall have the same 
meaning as provided in Section 280G(d) (4) of the Code.

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          9.  Protected Period.  The greater of (a) 18 months or (b) the 
number (rounded downward to the nearest whole number) of months equal to (1) 
the Executive's current salary (as defined in Section III.2(a) of this 
Agreement) divided by (2) $10,000, provided, however, that in no event 
shall the Protected Period exceed 36 months.

         10.  Reasonable Compensation - The term "Reasonable Compensation" 
shall have the same meaning as provided in Section 280G(b) (4) of the Code.

         11.  Threatened Change in Control - Any pending tender offer for 
the Company's outstanding shares of common stock, or any pending offer to 
acquire the Company by merger or consolidation, or any other pending action 
or plan to effect a Change in Control of the Company.

          III.  BENEFITS UPON TERMINATION.

          1.  Termination Upon Change in Control - If a Change in Control 
or Threatened Change in Control occurs during the term of this Agreement 
and the Executive's employment is terminated (i) within twenty-four (24) 
months following the date of the Change in Control, (ii) within six (6) 
months prior to the date of the Change in Control as a part of such Change 
in Control, or (iii) during the period commencing on the date a Threatened 
Change in Control becomes manifest and until it ends, and in the case of 
(i), (ii), or (iii), such termination is a result of Involuntary 
Termination or Voluntary Termination, as defined below, then the benefits 
described in Section 2 below shall, subject to Section IV.5 of this 
Agreement, be paid or provided to the Executive.  The fact that Executive 
is eligible for early, normal or delayed retirement under a Company 
retirement plan at the time of his termination shall not make him ineligible 
to receive benefits hereunder.

          (a)  Involuntary Termination - For purposes hereof, "Involuntary 
          Termination" shall mean termination of employment that is
          involuntary on the part of the Executive and that occurs for 
          reasons other than for Cause, Disability, or death.

          (b)   Voluntary Termination - For purposes hereof, "Voluntary 
          Termination" shall mean termination of employment that is
          voluntary on the part of the Executive, and, in the judgment of 
          the Executive, is due to 

               (i)  the assignment to the Executive of any duties inconsistent 
               with the Executive's title and status in effect prior to the 
               Change in Control or Threatened Change in Control, or an 
               adverse alteration in the nature or status of the Executive's 
               responsibilities at the Company from those in effect 
               immediately prior to the Change in Control or Threatened 
               Change in Control (other than any such alteration primarily 
               attributable to the fact that the Company may no longer be a 
               public company);


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               (ii)  a reduction by the Company of the Executive's base 
               salary from such salary in effect prior to the Change in
               Control or Threatened Change in Control;

               (iii)  the relocation of the Company's principal executive 
               offices to a location outside of the Atlanta, Georgia
               metropolitan area, or the Company's requiring the Executive 
               to be based anywhere other than the Company's principal
               executive offices, except for required travel on the 
               Company's business to an extent substantially consistent 
               with the Executive's present business travel obligations;

               (iv)  the failure by the Company, without the Executive's 
               consent, to pay to the Executive any portion of the
               Executive's then current compensation (including base salary 
               and annual bonus), or to pay to the Executive any portion
               of an installment of deferred compensation under any deferred 
               compensation program of the Company, within seven (7) days of 
               the date such compensation is due;

               (v)  the failure by the Company to continue in effect any 
               compensation plan in which the Executive participates
               immediately prior to the Change in Control or Threatened 
               Change in Control, which is material to the Executive's total
               compensation, including but not limited to the Company's 
               annual bonus plan, Restated Stock Option and Incentive Award
               Plan, or any substitute plans adopted prior to the Change in 
               Control or Threatened Change in Control, unless an equitable 
               arrangement (embodied in an ongoing substitute or alternative 
               plan) has been made with respect to such plan, or the failure 
               by the Company to continue the Executive's participation in 
               such plan (or in such substitute or alternative plan) on a 
               basis not materially less favorable, both in terms of the 
               amount of benefits provided and the level of the Executive's 
               participation relative to other participants, as existed at 
               the time of the Change in Control or Threatened Change in 
               Control; or

               (vi)  the failure by the Company to continue to provide the 
               Executive with benefits substantially similar to those enjoyed 
               by the Executive under any of the Company's life insurance, 
               medical, health and accident or disability plans in which 
               the Executive was participating at the time of the Change 
               in Control or Threatened Change in Control, the taking of 
               any action by the Company which would directly or indirectly 
               materially reduce any of such benefits or deprive the 
               Executive of any material fringe benefit enjoyed by the 
               Executive at the time of the Change in Control or Threatened 
               Change in Control.

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A termination shall not be considered voluntary within the meaning of this 
Agreement if such termination is the result of Cause, Disability, or death 
of the Executive.  The Executive's continued employment shall not constitute 
consent to, or a waiver of rights with respect to, any act or failure to act 
relating to Voluntary Termination hereunder.

          2.  Benefits to be Provided - If the Executive becomes eligible 
for benefits under Section 1 above, the Company shall pay or provide to the 
Executive the compensation and benefits set forth in this Section 2, 
provided, that if the Executive's Voluntary Termination is due to reasons 
stated in Sections 1(b)(i) or 1(b)(iii) above, the payments or benefits 
under subsections (a), (b) and (d) below shall only be provided for the 
Protected Period and be paid in the manner described in Section 2(a) below.

          (a)  Salary - The Executive will continue to receive his current 
          salary (subject to withholding of all applicable taxes and any 
          amounts referred to in Section 2(b) below) for a period of 
          thirty-six (36) months from his date of termination in the same
          manner as it was being paid as of the date of termination; 
          provided, however, that the salary payments provided for hereunder
          shall be paid in a single lump sum payment, to be paid not later 
          than 30 days after his termination of employment; provided,
          further, that the amount of such lump sum payment shall be 
          determined by taking the salary payments to be made and 
          discounting them to their Present Value on the date Executive's 
          employment is terminated.  For purposes hereof, the Executive's 
          "current salary" shall be the highest rate in effect during the 
          six-month period prior to the Executive's termination.

          (b)  Health and Life Insurance Coverage - The health and life 
          insurance benefits coverage (including any executive medical
          plan or split dollar insurance plan) provided to the Executive 
          at his date of termination shall be continued by the Company at
          its expense at the same level and in the same manner as if his 
          employment had not terminated (subject to the customary changes
          in such coverages if the Executive retires, reaches age 65 or 
          similar events), beginning on the date of such termination and
          ending on the date twenty-four (24) months from the date of such 
          termination.  Any additional coverages the Executive had at
          termination, including dependent coverage, will also be continued 
          for such period on the same terms, to the extent permitted
          by the applicable policies or contracts.  Any costs the Executive 
          was paying for such coverages at the time of termination shall be 
          paid by the Executive by separate check payable to the Company 
          each month in advance.  If the terms of any benefit plan referred 
          to in this Section do not permit continued participation by the 
          Executive, then the Company will arrange for other coverage at 
          its expense providing substantially similar benefits.  The 
          coverages provided for in this Section shall be applied against 
          and reduce the period for which COBRA will be provided.

          (c)  Stock Options - As of the Executive's date of termination, 
          all outstanding stock options granted to the Executive under any 
          stock option plan or program maintained by the Company, shall 
          become 100% vested and immediately exercisable.

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          (d)  Effect of Death - In the event of the Executive's death after 
          he becomes entitled to benefits hereunder, the benefits shall be 
          continued for the remainder of the 24-month period to his spouse.  
          If the Executive is not married, the benefits shall cease on his 
          date of death.

          IV.  LIMITATION OF BENEFITS.

          1.  Limitation of Amount - Notwithstanding anything in this 
Agreement to the contrary, if any of the compensation or benefits payable, 
or to be provided, to the Executive by the Company under this Agreement are 
treated as Excess Severance Payments (whether alone or in conjunction with 
payments or benefits outside of this Agreement), the compensation and 
benefits provided under this Agreement shall be modified or reduced in 
the manner provided in Section 2 below to the extent necessary so that 
the compensation and benefits payable or to be provided to the Executive 
under this Agreement that are treated as Severance Payments, as well as any 
compensation or benefits provided outside of this Agreement that are so 
treated, shall not cause the Company to have paid an Excess Severance 
Payment.  In computing such amount, the parties shall take into account 
all provisions of Code Section 280G, and the regulations thereunder, 
including making appropriate adjustments to such calculation for amounts 
established to be Reasonable Compensation.  The determinations under this 
Section IV.1 with regard to Excess Severance Payments shall be made by an 
independent accounting firm selected by the Company and the Executive, 
which shall provide detailed supporting calculations to the parties.

          2.  Modification of Amount - In the event that the amount of any 
Severance Payments which would be payable to or for the benefit of the 
Executive under this Agreement must be modified or reduced to comply with 
this Article, the Executive shall direct which Severance Payments are to 
be modified or reduced; provided, however, that no increase in the amount 
of any payment shall be made without the consent of the Company.

          3.    Avoidance of Penalty Taxes - This Article shall be 
interpreted so as to avoid the imposition of excise taxes on the Executive 
under Section 4999 of the Code or the disallowance of a deduction to the 
Company pursuant to Section 280G(a) of the Code with respect to amounts 
payable under this Agreement.  In connection with any Internal Revenue 
Service examination, audit or other inquiry, the Company and the Executive 
agree to take action to provide, and to cooperate in providing, evidence 
to the Internal Revenue Service (and, if applicable, the state revenue 
department) that the compensation and benefits provided under this 
Agreement do not result in the payment of Excess Severance Payments.

          4.    Additional Limitation - In addition to the limits otherwise 
provided in this Article, to the extent permitted by law the Executive may 
in his sole discretion elect to reduce (or change the timing of) any 
payments he may be eligible to receive under this Agreement to prevent 
the imposition of excise taxes on the Executive under Section 4999 of 
the Code or otherwise reduce or delay liability for taxes owed under 
the Code.

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          5.  Pooling of Interests Accounting - During the two-year period 
commencing on the date of this Agreement, the compensation and benefits 
provided for in Section III.2 of this Agreement shall not be payable 
following a transaction involving a Change in Control or Threatened Change 
in Control if both of the following circumstances exist:

          (a)  The provisions contained in Article III of this Agreement 
          create conditions which would, in the opinion of the independent 
          certified public accountants of the Company, preclude the use of 
          pooling of interests accounting, and 

          (b)  The completion of the transaction is conditioned upon the 
          use of pooling of interests accounting.

          If both of the above described circumstances exist, then the 
Company and the Executive shall promptly, reasonably and in good faith 
endeavor to replace and supersede this Agreement with a new agreement which 
(a) permits the transaction to be accounted for as a pooling of interests 
and (b) gives the Executive the economic and other benefits provided for in 
this Agreement.

          V.  MISCELLANEOUS.

          1.  Notices - Any notice to a party required or permitted to be 
given hereunder shall be in writing and shall be deemed given when delivered 
and shall be hand delivered, sent by facsimile transmission with request 
for confirmation of receipt, or mailed registered or certified mail (return 
receipt requested), to such party at such party's address as specified below, 
or at such other address as such party shall specify by notice to the other.

          If to the Company, to 296 Grayson Highway, Lawrenceville, Georgia  
30245.

          If to the Executive, to his last address shown on the records of 
the Company.  The Executive shall be responsible for providing the Company 
with a current address.

          2.  Assignment - This Agreement shall inure to the benefit of and 
shall be binding upon the parties hereto and their respective executors, 
administrators, heirs, personal representatives and successors, but, except 
as hereinafter provided, neither this Agreement nor any right hereunder 
may be assigned or transferred by either party thereto, or by any 
beneficiary or any other person, nor be subject to alienation, anticipation, 
sale, pledge, encumbrance, execution, levy or other legal process of any 
kind against the Executive, his beneficiary or any other person.  
Notwithstanding the foregoing, any person or business entity succeeding 
to substantially all of the business of the Company by purchase, merger, 
consolidation, sale of assets or otherwise, shall be bound by and shall 
adopt and assume this Agreement and the Company shall obtain the assumption 
of this Agreement by such successor.  Failure by the Company to obtain 

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such assumption and agreement prior to the effective date of any such 
succession shall be a breach of this Agreement and shall entitle Executive 
to the same compensation and benefits upon Involuntary Termination or 
Voluntary Termination as if a Change in Control or Threatened Change in 
Control had occurred.  If the Executive shall die while any amount would 
still be payable to the Executive hereunder (other than amounts which, by 
their terms, terminate upon the death of the Executive) if the Executive 
had continued to live, all such amounts, unless otherwise provided herein, 
shall be paid in accordance with the terms of this Agreement to the 
executors, personal representatives or administrators of the Executive's 
estate.

          3.  No Obligation to Fund - The agreement of the Company (or its 
successor) to make payments to the Executive hereunder shall represent 
solely the unsecured obligation of the Company (and its successor), except 
to the extent the Company (or its successors) in its sole discretion elects 
in whole or in part to fund its obligations under this Agreement pursuant 
to a trust arrangement or otherwise.

          4.  Applicable Law - This Agreement shall be governed by and 
construed and enforced in accordance with the laws of the State of Georgia.

          5.  Arbitration of Disputes; Expenses - All claims by the 
Executive for compensation and benefits under this Agreement shall be 
directed to and determined by the Board and shall be in writing.  Any denial 
by the Board of a claim for benefits under this Agreement shall be 
delivered to the Executive in writing and shall set forth the specific 
reasons for the denial and the specific provisions of this Agreement 
relied upon.  The Board shall afford a reasonable opportunity to the 
Executive for a review of a decision denying a claim and shall further 
allow the Executive to appeal to the Board a decision of the Board within 
sixty (60) days after notification by the Board that the Executive's claim 
has been denied.  Any further dispute or controversy arising under or in 
connection with this Agreement shall be settled exclusively by arbitration 
in Atlanta, Georgia, in accordance with the commercial arbitration rules 
of the American Arbitration Association then in effect.  The arbitration 
award shall be final and binding upon the parties and judgment upon the 
award may be entered on the arbitrator's award in any court having 
jurisdiction.  In the event the Executive incurs legal fees and other 
expenses in seeking to obtain or to enforce any rights or benefits provided 
by this Agreement and is successful, in whole or in part, in obtaining or 
enforcing any such rights or benefits through settlement, arbitration or 
otherwise, the Company shall promptly pay the Executive's reasonable 
legal fees and expenses incurred in enforcing this Agreement and the 
fees of the arbitrator.  Except to the extent provided in the preceding 
sentence, each party shall pay its own legal fees and other expenses 
associated with any dispute, provided, that the fee for the arbitrator 
shall be shared equally.

          6.  Amendment - This Agreement may only be amended by a written 
instrument signed by the parties hereto, which makes specific reference to 
this Agreement.

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          7.  Severability - If any provision of this Agreement shall be 
held invalid or unenforceable by any court of competent jurisdiction, such 
holding shall not invalidate or render unenforceable any other provisions 
hereof.

          8.  Other Benefits - Nothing in this Agreement shall limit or 
replace the compensation or benefits payable to the Executive, or otherwise 
adversely affect the Executive's rights, under any other benefit plan, 
program or agreement to which the Executive is a party.

          IN WITNESS WHEREOF, the Company has caused this Agreement to be 
executed on its behalf by its duly authorized officers and the Executive 
has hereunder set his hand, as of the date first above written.

                                        NATIONAL VISION ASSOCIATES, LTD.


                                        By:    
                                        Title: 

(Corporate Seal)


Attest:     
           Secretary

                                        EXECUTIVE



                                        /s/



                                        9
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                 SCHEDULE TO CHANGE IN CONTROL AGREEMENT


     The following executive officers have executed this form agreement:

                            Michael J. Boden
                            Sandra M. Buffa
                            Mitchell Goodman
                            James W. Krause
                            D. Michael Lampman
                            Robert W. Stein