EYE CARE CENTERS OF AMERICA, INC.
                             STOCK OPTION AGREEMENT
                          UNDER 1998 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            NON-QUALIFIED STOCK OPTION
                          ----------------------------

     AGREEMENT  entered  into  as of this 8th day of January, 2002 (the "Date of
Grant"),  by  and between EYE CARE CENTERS OF AMERICA, INC., a Texas corporation
(the  "Company"),  and the undersigned director of the Company (the "Optionee").
Capitalized  terms  used herein as defined terms which are not otherwise defined
herein  shall  have  the  meanings  given to them in the Stockholders' Agreement
dated  as  of  April 24, 1998 among the Company, certain affiliates of Thomas H.
Lee  Company,  and certain other stockholders of the Company (the "Stockholders'
Agreement").

     WHEREAS,  on or about June 15, 2001, the Company and the Optionee agreed to
cancel  the  existing  options  then  held  by  the Optionee in exchange for the
commitment  of  the Company to grant new options in January 2002 (at a date more
than  six  months  and a day after the effective date of the cancellation of the
Options), subject to certain conditions and restrictions contained in the Option
Cancellation  Agreement  executed  by  the  Company  and  Optionee.

     WHEREAS,  in satisfaction of its commitment to grant new option pursuant to
the  Option  Cancellation Agreement, the Company desires to grant the Optionee a
non-qualified  stock  option  under  the  Company's  1998  Stock Option Plan for
Non-Employee  Directors  (the  "Plan") to acquire shares of the Company's common
stock,  par  value  $.01  per  share  ("Common  Stock").

     WHEREAS, Section 6 of the Plan provides that each option is to be evidenced
by  an  option  agreement, setting forth the terms and conditions of the option.

     NOW,  THEREFORE,  the  Company  and  the  Optionee hereby agree as follows:

     1.     Grant  of  Option.  The  Company hereby irrevocably grants under the
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Plan  and  subject  to  the  terms  and conditions of the Plan to the Optionee a
non-qualified  stock option (the "Option") to purchase up to 111,412 shares (the
"Shares")  of  Common  Stock  on the terms and conditions hereinafter set forth.
This  option shall not be treated as an incentive stock option under Section 422
of  the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Code").

     2.     Purchase  Price.  The  purchase  price  payable upon exercise of the
            ---------------
Option  shall  be  $5.00  per  Share.

<PAGE>

     3.     Vesting.
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     (a)     Time  Based  Vesting.  Subject  to  paragraph (b) below, the Option
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shall  become  exercisable  ("vest")  as  follows:

             (i)      50%  on  the  Date  of  Grant;
             (ii)     25% on the first anniversary of  the Date  of  Grant;  and
             (iii)    25%  on  the  second  anniversary of the  Date  of  Grant.

     ;  provided  in each case that the Optionee is a director of the Company on
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such  anniversary  date;  provided,  further, that the Option shall become fully
                          --------   -------
vested  upon the Optionee's death or Disability prior to such fourth anniversary
if  his  death  or  disability  occurs  while  a  director  of  the  Company.

     (b)     Acceleration.
             ------------

            (i)     Sale.
                    ----

     (A)     Notwithstanding  any  provision  to the contrary in this Section 3,
but  subject  to  the  other restrictions in the Plan and this Agreement, in the
event  of a Sale (as defined below), a portion of the unvested Shares subject to
the  Option shall become vested and immediately exercisable in the event the Lee
IRR  (as  defined  below) is greater than or equal to twenty percent (20%).  The
portion  thereof  which  shall  become  vested and immediately exercisable shall
range  from zero percent (0%) to one hundred percent (100%) in proportion to the
amount  by  which  the  Lee  IRR exceeds twenty (20%) (up to thirty-five percent
(35%))  compared  to the difference between twenty percent (20%) and thirty-five
percent  (35%).  The  term  "Lee  IRR"  shall  mean  the internal rate of return
achieved  by  the  Lee  Holders  on  their  aggregate investment in the Company,
determined  as  of  consummation  of  the  Sale; provided that Lee IRR shall not
                                                 --------
include  any  management,  transaction or structuring fees (or the like) paid to
the  Lee  Holders  or  any  affiliate of the Lee Holders.  In the event Optionee
holds  more  than  one  option  pursuant  to separate option agreements with the
Company,  and  the  aggregate  number  of Shares which vest by operation of this
Section  3(b)(i)  and  substantially  similar  provisions  in  such other option
agreements  is less than the aggregate number of shares subject to vesting under
all  such option agreements, then the vesting of Shares pursuant to this Section
3(b)(i)  and  such  other  provisions shall be applied first with respect to the
options  with  the earliest Date of Grant, and then to each succeeding Option in
chronological  order  of  Dates  of  Grant.

     (B)     For  purposes  hereof,  the  term  "Sale"  shall  mean:

     (1)     the  acquisition  by  any  individual,  entity or group (within the
meaning  of  Section  13(d)(3)  or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial  ownership  (within  the  meaning of Rule 13d-3 promulgated under the
Exchange  Act)  of  voting  securities  of  (a) the Company or (b) the surviving
entity in any reorganization, merger or consolidation involving the Company (any
such  entity  referred  to  herein  as the "Corporation") where such acquisition
causes  such  Person to own more than fifty percent (50%) of the combined voting
power  of  the then outstanding voting securities of the Corporation entitled to
vote  generally  in  the  election  of directors, other than acquisitions by the
Thomas  H.  Lee  Company  or  its  Affiliates  (as  defined in the Stockholders'
Agreement);

     (2)     approval  by  the  shareholders  of  the  Company  of  a  complete
liquidation  or  dissolution  of  the  Company;  or

     (3)     the acquisition by a third party not affiliated with the Company of
all  or  substantially  all  of  the Company's assets (without regard to cash or
accounts  receivable).

      (C)     The  accelerated  vesting  provided  in this Section 3(b)(i) shall
take  effect  immediately  prior  to but contingent upon the Sale giving rise to
such  accelerated  vesting.  The phrase "immediately prior to the Sale" shall be
understood  to  mean sufficiently in advance of a Sale to permit the Optionee to
take  all  steps  reasonably  necessary  to  permit  the  Optionee  to  become a
shareholder  of  the Company as of the consummation of such Sale with respect to
the  Shares subject to the accelerated vesting provided in this Section 3(b)(i).

     (ii)     Initial  Public  Offering.  Notwithstanding  any  provision to the
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contrary  in  this  Section 3, but subject to the other restrictions in the Plan
and  this  Agreement, in event of the completion of the Company's initial Public
Offering (as defined below) a fraction of the total Shares subject to the Option
shall  become  vested  and  immediately  exercisable,  such  fraction  to have a
numerator  equal  to  the aggregate number of shares of Common Stock sold by the
Lee  Holders pursuant to the initial Public Offering, and a denominator equal to
the  aggregate  number  of  shares  of  Common  Stock  owned  by the Lee Holders
immediately  following  consummation  of  the  Recapitalization (as adjusted for
stock  splits,  stock  dividends,  reclassifications  and  the  like); provided,
                                                                       --------
however,  that  to the extent any of the Shares subject to the Option shall have
become  exercisable  prior  to  the  Company's  initial  Public  Offering  (the
"Previously  Vested  Option  Shares"),  then  the  number of Shares which become
vested and exercisable pursuant to this Section 3(b)(ii) shall be reduced by the
number  of Previously Vested Option Shares  (but not below zero, with the result
that the number of Previously Vested Option Shares shall remain unchanged).  The
term  "Public  Offering"  shall  mean  the  completion of a sale of Common Stock
pursuant  to  a registration statement which has become effective under the 1933
Act,  excluding  registration  statements  on  Form  S-4, S-8 or similar limited
purpose  forms.  The  term  "Recapitalization"  shall  mean  the  transactions
contemplated  by  the Recapitalization Agreement dated March 6, 1998, among ECCA
Merger Corp., the Company and the sellers named therein, as amended from time to
time.

<PAGE>

     4.     Term  of  Options.
            ------------------

     (a)     Each  Option  shall  expire  on the 10th anniversary of the Date of
Grant,  but  shall  be  subject  to  earlier  termination  as  herein  provided.

     (b)     Except  as  otherwise  provided in this Section 4, the Option shall
terminate  on  the  30th  day  following  the  date  the Optionee ceases to be a
director  of  the  Company.

     (c)     The  Option  shall  terminate  immediately  upon  termination  of
Optionee's  directorship  for  Cause  by  the  Company.

     (d)     The  Option  shall terminate on the 60th day following the date the
Optionee  ceases  to  be a director of the Company due to Optionee's Disability.

     (e)  The  Option shall terminate on the 180th day following the date of the
Optionee's  death  if the Optionee ceases to be a director of the Company due to
Optionee's  death.

     5.     Exercisability.
            --------------

     (a)     If  the Optionee ceases to be a director of the Company, the Option
granted  to  the Optionee hereunder shall be exercisable only to the extent that
the  right  to  purchase Shares under the Option has accrued and is in effect on
the  date  the Optionee ceases to be a director of the Company; provided that in
                                                                --------
the  event  of  a  Sale  or  a Public Offering in which the Lee Holders sell any
shares  of  Common Stock, the binding contract with respect to which was entered
into  within three months following a termination of the Optionee's directorship
by  the  Company  without  Cause, the vesting of the Optionee's unvested options
shall  be governed by Section 3(b)(i) or Section 3(b)(ii) above, as the case may
be.  A  binding contract in respect of a Public Offering shall be deemed to mean
only  a  definitive  underwriting  agreement  with  respect  thereto.

     (b)     Notwithstanding  any  other  provision  of  this  Agreement  to the
contrary,  the  Option  may  not  be  exercised in whole or in part prior to the
earlier  to  occur  of  the  following:  (i) completion of the Company's initial
Public  Offering;  or  (ii)  immediately  prior  to  a Sale (and contingent upon
completion  thereof).

<PAGE>

     6.     Manner  of  Exercise  of  Option.
            --------------------------------

     (a)     To the extent that the right to exercise the Option has accrued and
is  in  effect, the Option may be exercised in full or in part by giving written
notice  to  the  Company  stating the number of Shares to be purchased, together
with  payment  in full of the purchase price for such Shares.  Payment may be in
the form of (i) cash or a check payable to the order of the Company in an amount
equal  to  the  purchase  price  for  the Shares being purchased, (ii) shares of
Common Stock owned by the Optionee having a fair market value equal in amount to
the  purchase  price for the Shares being purchased, or (iii) any combination of
(i)  and  (ii).  With  the consent of the Committee, payment also may be made by
delivery  of a properly executed exercise notice to the Company, together with a
copy  of  irrevocable instruments to a broker to deliver promptly to the Company
the  amount  of  sale  or loan proceeds to pay the purchase price for the Shares
being  purchased.  To  facilitate  the  foregoing,  the  Company  may enter into
agreements  for  coordinated  procedures  with one or more brokerage firms. Upon
such  exercise,  delivery  of  a  certificate for paid-up, non-assessable Shares
shall  be  made  at the principal office of the Company to the person exercising
the  Option,  not  more  than  thirty (30) days from the date of receipt of such
notice  and  payment  by  the  Company.

     (b)  The  Company  shall at all times during the term of the Option reserve
and  keep  available  such number of Shares as will be sufficient to satisfy the
requirements  of  the  Option.

7.     Limited  Transferability.
       ------------------------

     (a)  The  right  of  the  Optionee  to  exercise  the  Option  shall not be
assignable  or  transferable  by  the Optionee otherwise than (i) by will or the
laws  of descent and distribution, and (ii) as specifically set forth in Section
7(b)  below.

     (b)     If approved by the Committee, the Optionee may transfer by gift all
or  a  portion  of  the Option to one or more of the Optionee's Immediate Family
Members  (as  defined below) or to a trust established for the exclusive benefit
of one or more of the Optionee's Immediate Family Members.  Transfers to any one
transferee under this Section 7(b) may be made only with respect to at least 500
Shares  subject to the Option.  If less than the entire Option is transferred to
any one transferee under this Section 7(b), than the Shares so transferred shall
be drawn first from the unvested Shares which will be the last to vest and so on
until  all unvested Shares shall have been transferred; thereafter the Shares to
be  transferred  will  be  those that have vested.  Transfers under this Section
7(b)  may e made only on dates specified by the Committee.  In order to transfer
all  or  any portion of the Option, the Optionee must complete, sign and deliver
to  the  Committee an "Election to Transfer Stock Options", in the form attached
hereto  as  Exhibit 1, and must obtain from each proposed transferee and deliver
            ---------
to the Company a completed and signed "Notice to Option Transferee", in the form
attached  hereto  as  Exhibit  2.  The  Company,  at  its  option,  may engage a
                      ----------
recognized  appraisal  firm  to  value  for  gift tax purposes any Options to be
transferred  hereunder.

<PAGE>


     (c)     As  used  herein,  the  term "Immediate Family Member" shall mean a
child,  stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law,  father-in-law,  sister-in-law,  or  brother-in-law,  including
adoptive  relationships.

     (d)  The  Option  shall  be  null  and  void  and  without  effect upon the
bankruptcy  of  the Optionee (or, with respect to any portion of the Option held
by  a  transferee, upon the bankruptcy of such transferee) or upon any attempted
assignment  or  transfer,  except  as  hereinabove  provided,  including without
limitation  any  purported assignment, whether voluntary or by operation of law,
pledge,  hypothecation or other disposition contrary to the provision hereof, or
levy of execution, attachment, trustee process or similar process, whether legal
or  equitable,  upon  the  Option.

     8.     Representation  Letter  and  Investment  Legend.
            -----------------------------------------------

     (a)     In  the  event  that  for  any  reason the Shares to be issued upon
exercise  of  the  Option  shall not be effectively registered under the federal
Securities  Act of 1933, as amended, when the Option is exercised in whole or in
part,  the  person  exercising the Option shall give a written representation to
the Company in the form attached hereto as Exhibit 3 and the Company shall place
an  "investment  legend",  so-called,  as  described  in  Exhibit  3,  upon  any
certificate  for  the  Shares  issued  by  reason  of  such  exercise.

     (b)     The  Company  shall  be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement  to  be  prepared  for  the  purposes of covering the issue of Shares.

     9.     Adjustments  on  Changes in Recapitalization, Reorganization and the
            --------------------------------------------------------------------
Like.  Adjustments  on  changes in recapitalization, reorganization and the like
 ---
shall  be  made  in  accordance with Section 12 of the Plan, as in effect on the
date  of  this  Agreement.

     10.     No Special Rights.  Nothing contained in the Plan or this Agreement
             -----------------
shall  be  construed or deemed by any person under any circumstances to bind the
Company  (or  any  of  its subsidiaries) to employ, maintain on the Board, or to
continue the employment of the Optionee (or any consulting relationship with the
Company)  for  the  period  within which this Option may be exercised.  However,
during  the  period of the Optionee's service to the Company, the Optionee shall
render diligently and faithfully the services which are assigned to the Optionee
and  shall  at  no  time  take  any action which directly or indirectly would be
inconsistent  with  the  best  interests  of  the  Company  or its subsidiaries.

     11.  Rights as a Stockholder. Neither the Optionee or the transferee of the
          -----------------------
Options  shall  not have any rights as a stockholder of the Company with respect
to any Shares which may be purchased by exercise of this Option unless and until
a  stock  certificate  representing such Shares is executed and delivered to the
Optionee  or  such  transferee,  as  the  case  may  be.  Except  as  otherwise

<PAGE>

expressly  provided  in  the  Plan, no adjustment shall be made for dividends or
other  rights  for  which  the  record  date  is  prior  to  the date such stock
certificate  is  issued.

     12.     Withholding  Taxes.  Whenever Shares are to be issued upon exercise
             ------------------
of  this  Option (whether by the Optionee or by any transferee of the Optionee),
the  Company  shall have the right to withhold (or to cause one of the Company's
subsidiaries  to  withhold) from compensation otherwise payable to the Optionee,
or  to  require  the  Optionee  to  remit to the Company an amount sufficient to
satisfy  all federal, state and local withholding tax requirements in respect of
the  Shares being purchased by the Optionee prior to the issuance of such Shares
and  the  delivery  of any certificate or certificates for such Shares, and from
time  to  time  thereafter.

     13.     Stockholders'  Agreement.  As  a  condition  to  the  grant  of the
             ------------------------
Option,  and  to any exercise of the Option, the Optionee (and any transferee of
the  Optionee)  shall  join  in the Stockholders' Agreement.  The Option and the
Shares  issuable  upon  exercise  of  the  Option are subject to restrictions on
transfer,  voting  agreements,  co-sale  agreements and other matters more fully
described  therein.

                                  * * * * * * *

<PAGE>

     IN  WITNESS  WHEREOF,  the Company has caused this Agreement to be executed
and  its  corporate  seal  to  be  hereto  affixed by its officer thereunto duly
authorized,  and  the Optionee has hereunto set his or her hand and seal, all as
of  the  day  and  year  first  above  written.

                                               EYE CARE CENTERS OF AMERICA, INC.


                                      By:_______________________________________
                                              Name:     David E. McComas
                                              Title:    President - CEO

                                     OPTIONEE:


                                      __________________________________________
                                              Name: Norman S. Matthews


                                         Address: 650 Madison Avenue, 23rd Floor
                                                  New York, NY 10022