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 31st day of October, 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,  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
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 5,000 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.

     3.     Vesting.

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

          (i)  25%  on  the  first  anniversary  of  the  Date  of  Grant;
          (ii)  25%  on  the  second  anniversary  of  the  Date  of  Grant;
          (iii)  25%  on  the  third  anniversary  of  the  Date  of  Grant; and
          (iv)  25%  on  the  fourth  anniversary  of  the  Date  of  Grant;

      provided  in  each  case that the Optionee is a director of the Company on
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.

<PAGE>

(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), all of the unvested Shares subject to the
Option  shall  become  vested  and  immediately  exercisable.

     (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
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,

<PAGE>

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.

     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

<PAGE>

               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).

     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  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), then the Shares so transferred shall
be  drawn  first  from  the  unvested  Shares  which will be the last to vest in
accordance  with  the  provisions of Section 3(a), then from the next to 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  be  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

<PAGE>

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.

          (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 provisions 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 for the period within which this Option
may  be exercised.  However, during the period of the Optionee's services 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.

<PAGE>

     11.  Rights as a Stockholder. Neither the Optionee or the transferee of the
Optionee  shall  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 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, Chief Executive Officer


                                      OPTIONEE:


                                      __________________________________________
                                       Name: Antoine G. Treuille


                                       Address:  ________________________
                                                 ________________________
                                                 ________________________

                                       Social  Security  No.:
                                       ________________________

<PAGE>

                                    EXHIBIT 1
                            TO STOCK OPTION AGREEMENT

                       ELECTION TO TRANSFER STOCK OPTIONS
1.     Eye  Care Centers of America, Inc. (the "Company") has granted Antoine G.
Treuille  ("Participant")  the  following non-qualified option(s) ("Options") to
purchase  common  stock  of  the  Company  ("Stock"):

          Option to purchase ______ shares of Stock [at $ per share], granted on
          ______________;

          Option to purchase ______ shares of Stock [at $ per share], granted on
          ______________;

2.     The  participant  hereby irrevocably transfers all rights with respect to
the  Options to _____________ ("Transferee"), effective on the Transfer Date (as
specified  below).  The  Participant  also irrevocably transfers any right he or
she  may  have  to  consent  to  amendments  to  the  Options.

3.     The  Transferee's  address  is__________________________________________.
       The  Transferee's  Social Security or other tax identification number is
       _________________.
       The  Transferee's  birth  date  (or  date  of  trust)  is ______________.
       The  Transferee's  relationship  to  the  Participant  is ______________.

4.     The  Participant warrants that the transfer reflected by this document is
a gift, and that the Participant has received no consideration in return for the
transfer.

5.     The  Participant  acknowledges  that  upon  exercise  of an Option by the
transferee,  income  will  be  imputed  to  the  Participant.  The  Participant
understands  that  he  or she is responsible for any taxes payable to any taxing
authority  as  a result of the exercise and agrees that the Company must collect
withholding  tax  on  the  income  imputed to the Participant as a result of the
exercise  and  report  such  income  on  Form  W-2.

6.     The  Participant  further  acknowledges  that any prior death beneficiary
designation  for  the  Options  is  void  and  of  no  further  force or effect.

        IN  WITNESS WHEREOF, the Participant has hereunto set his or her hand on
        this  _____  day  of  ____________,  200__  ("Transfer  Date").

                                                        [Name of Participant]

                                                        ________________________
                                                        Signature of Participant

<PAGE>

                                    EXHIBIT 2
                            TO STOCK OPTION AGREEMENT

                          NOTICE TO OPTION TRANSFEREE
        You  have  received  (or  are expected to receive) a gift of one or more
options  ("Options") granted by Eye Care Centers of America, Inc. ("Company") to
purchase  Company  common  stock  ("Stock").  The  options  originally  provided
certain rights to ______________, an executive or director of the Company and/or
it  subsidiaries ("Participant"), and the Participant's rights under the Options
were  subject  to certain restrictions, as set forth in the option agreement and
the  plan  under which the option was granted.  Any request by you for a copy of
the  option  agreement(s),  the  plan,  or  any  other information regarding the
Options  should  be  directed  to the Participant, rather than the Company, and,
except  as  otherwise required by applicable securities laws, the Company cannot
assume  responsibility  for  keeping  you  informed  about  the  Options.

        Your  rights  under the Options are not greater than the rights provided
to  the  Participant.  In  addition,  the  Options continue to be subject to the
restrictions  that  were  applicable to the Participant, and are subject to such
additional  restriction as may be imposed by the Company from time to time.  You
are  not  permitted  to  transfer  the  Options  to any other person without the
written  consent  of the Compensation Committee of the Board of Directors of the
Company.

        IN  WITNESS  WHEREOF, the Transferee has hereunto set his or her hand on
        this  ____  day  of  _________,  200__.


                                                         [Name of Transferee]

                                                         _______________________
                                                         Signature of Transferee

<PAGE>

                                    EXHIBIT 3
                            TO STOCK OPTION AGREEMENT


Eye  Care  Centers  of  America,  Inc.
11103  West  Avenue
San  Antonio,  Texas  78213


Ladies  and  Gentlemen:

        I  do  hereby  exercise  my  option  to purchase ______ shares of common
stock,  par  value $.01 per share, of Eye Care Centers of America, Inc., a Texas
corporation  (the "Company"), under the non-qualified stock option dated May 11,
1999,  granted to me under the Company's 1998 Stock Option Plan for Non-Employee
Directors.  In  connection with such exercise, I am delivering herewith the full
exercise  price  with  respect  to  the  shares  being  purchased,  and I hereby
acknowledge  and  agree  to  the  following:

1.     The  shares of common stock of the Company to be issued to me pursuant to
the exercise of said option have not been registered under the Securities Act of
1933,  as amended (the "Act"), and accordingly, must be held indefinitely unless
such shares are subsequently registered under the Act, or an exemption from such
registration  is  available.

2.     Routine  sales  of  securities made in reliance upon Rule 144 promulgated
under  the  Act  can be made only after the expiration of the applicable holding
period  and  only in limited amounts in accordance with the terms and conditions
provided  by  that  Rule.  Any  sale  to  which such Rule is not applicable will
require  registration  or  compliance  with  some other exemption under the Act.

3.     The  Company  is  under  no obligation to me to register the shares or to
comply  with  any  exemptions  from  registration  under  the  Act

4.     The  availability  of  Rule  144  is  dependent  upon the availability of
adequate  current  public  information with respect to the Company.  At the time
that  I may desire to make a sale pursuant to Rule 144, the Company may not wish
nor  be  able  to  comply  with  such  information  requirement.

        In consideration of the issuance to me of certificates for the shares, I
hereby  represent and warrant that I am acquiring such shares for my own account
for  investment, and that I will not sell, pledge or transfer such shares in the
absence  of  an  effective  registration  statement covering the same, except as
permitted by the provisions of Rule 144, if applicable, or some other applicable
exemption  under  the Act.  In view of this representation and warranty, I agree
that

<PAGE>

there  may be affixed to the certificates for the shares to be issued to me, and
to  all  certificates  issued  hereafter  representing such shares (until in the
opinion  of  counsel,  which opinion must be reasonably satisfactory in form and
substance  to  counsel for the Company, it is no longer necessary or required) a
legend  as  follows:

          "The  securities  represented  by  this Certificate have not been
          registered  under the Securities Act of 1933, as amended, and may
          not  be  sold,  pledged,  or  hypothecated  in  the absence of an
          effective registration statement under the said Act or an opinion
          of  counsel satisfactory to the Company and its counsel that such
          registration  is  not  required."

          I  further  agree  that  the  Company  may place a stop order with its
     transfer  agent,  prohibiting  the  transfer of such shares, so long as the
     legend  remains  on  the  certificates  representing  the  shares.

                                                    Very truly yours,