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LOCK-UP AGREEMENT


May 31, 2001


 


National Vision, Inc.

296 Grayson Highway

Lawrenceville, Georgia 30045


Ladies and Gentlemen:


As
a five percent (5%), or greater, holder (a “5% Holder”) of common
stock (the “Common Stock”) of National Vision, Inc., a Georgia
corporation (the “Company”), issued under the terms of the First
Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States
Code, Filed By Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries (the
“Reorganization Plan”), for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the undersigned agrees (i)
that for the period commencing on the Effective Date (as defined in the
Reorganization Plan) and ending on the six month anniversary of the Effective
Date the undersigned will not offer, sell, contract to sell, grant an option to
purchase, or otherwise dispose of any shares of Common Stock and (ii) that for
the period commencing on the date immediately succeeding the six month
anniversary of the Effective Date and ending on the 36 month anniversary of the
Effective Date the undersigned will not, without the prior written consent of
the Company’s Board of Directors, offer, sell, contract to sell, grant an
option to purchase, or otherwise dispose of any shares of Common Stock (it being
understood and agreed that such consent shall be withheld only if (in the prompt
determination of the Company’s Board of Directors) any such sale, contract to
sell, grant of option, or other disposition of Common Stock, after giving effect
thereto, (i) would result in a material adverse tax consequence to the Company
or (ii) would materially increase the likelihood of the occurrence of a material
adverse tax consequence to the Company (as determined after giving effect to
other sales of Common Stock occurring on or after the Effective Date and prior
to the date that such determination is made, if any)). Subject to the terms and
conditions hereof, the undersigned authorizes the Company to cause the transfer
agent to decline to transfer and/or to note stop transfer restrictions on the
transfer books and records of the Company with respect to any shares of Common
Stock and any securities convertible into, exercisable, or exchangeable for
Common Stock for which the undersigned is the record holder and, in the case of
any such share or securities for which the undersigned is the beneficial but not
the record holder, agrees to cause the record holder to cause the transfer agent
to decline to transfer and/or to note stop transfer restrictions on such books
and records with respect to such shares or securities.


 

 



 


This
Lock-Up Agreement shall terminate upon the earlier to occur of (i) the sale (in
accordance herewith) of all of the 5% Holder’s Common Stock and (ii) the 36
month anniversary of the Effective Date.


The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into the agreements set forth herein, and that, upon
request, the undersigned will execute any additional documents necessary in
connection with enforcement hereof.


This
Lock-Up Agreement shall be governed by and construed in accordance with the laws
of the State of New York but without giving effect to the conflicts of laws
principles thereof.


 

 

 


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This
Lock-Up Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which counterparts taken
together shall constitute but one and the same instrument. This Lock-Up
Agreement may be executed by facsimile signatures.


 


 


		Very
      truly yours,
       

		
      SCUDDER HIGH YIELD
      SERIES -

      SCUDDER HIGH YIELD FUND*

      

      

      By:         /s/ Harry E.
      Resis,
      Jr.                                   

      Name:  Harry E. Resis, Jr.

      Title:     Vice President




 


Accepted, Acknowledged

and Agreed:


 


National Vision, Inc.


By:       /s/
Mitchell
Goodman                 

Name:  Mitchell Goodman

Title:    Sr. Vice President and General Counsel


 

 

 

*              
A copy of the Agreement and/or Declaration of Trust of the referenced
trust or fund (the “Fund”) is on file with the Secretary of State of The
Commonwealth of Massachusetts, and notice is hereby given, and by your
acceptance hereof you acknowledge, that this instrument is executed on behalf of
the Fund and that the obligations of or arising out of this instrument are not
binding upon any of the trustees, officers or shareholders individually but are
binding only upon the assets and property of the Fund. 
If this instrument is executed by a Series of the Fund, you also
acknowledge that the obligations of or arising out of this instrument are not
binding upon the assets and property of any Series of a fund other than the
Series executing this instrument.


 

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