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                              1-800 CONTACTS, INC.

              AMENDED AND RESTATED 1998 INCENTIVE STOCK OPTION PLAN


                                   ARTICLE 1

                           IDENTIFICATION OF THE PLAN

     1.1. TITLE. The plan described herein shall be known as the 1-800 CONTACTS,
INC. 1998 Incentive Stock Option Plan (the "Plan").

     1.2. PURPOSE. The purpose of this Plan is (i) to compensate certain
directors, officers and employees of 1-800 CONTACTS, INC., a Delaware
corporation (the "Company") and its Subsidiaries for services rendered by such
persons after the date of adoption of this Plan to the Company or any
Subsidiary; (ii) to provide certain directors, officers and employees of the
Company and its Subsidiaries with significant additional incentive to promote
the financial success of the Company; and (iii) to provide an incentive which
may be used to induce able persons to serve or remain on the Board of Directors
of the Company or to enter into or remain in the employment of the Company or
any Subsidiary.

     1.3. EFFECTIVE DATE. The Plan became effective upon its approval by the
Board of Directors and the stockholders of the Company (the "Effective Date").

     1.4. DEFINED TERMS. Certain capitalized terms used herein have the meanings
as set forth in Section 10.1 of the Plan.

                                   ARTICLE 2

                           ADMINISTRATION OF THE PLAN

     2.1. INITIAL ADMINISTRATION. This Plan shall initially be administered by
the Board of Directors. The Board of Directors shall delegate the administration
of the Plan to a Compensation Committee (the "Committee") in the event that such
a committee is established by the Board of Directors and is comprised of persons
appointed by the Board of Directors of the Company in accordance with the
provisions of Section 2.3. The Board shall exercise full power and authority
regarding the administration of the Plan until such administration is delegated
to the Committee. Unless the context otherwise requires, references herein to
the Committee shall be deemed to refer to the Board of Directors until the
administration of the Plan has been delegated to the Committee.

     2.2. COMMITTEE'S POWERS. The Committee shall have full power and authority
to prescribe, amend and rescind rules and procedures governing administration of
this Plan. The Committee shall have full power and authority (i) to interpret
the terms of this Plan, the terms of the Options and the rules and procedures
established by the Committee and (ii) to determine the meaning of or
requirements imposed by or rights of any person under this Plan, any Option or
any rule or procedure established by the Committee. Each action of the Committee
which is
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within the scope of the authority delegated to the Committee by this Plan or by
the Board shall be binding on all persons.

     2.3. COMMITTEE MEMBERSHIP. The Committee shall be composed of two or more
members of the Board, each of whom is an "outside director" as defined in
Section 162(m) of the Code and a "Non-Employee Director," as defined in
Securities and Exchange Commission Rule 16b-3, as amended ("Rule 16b-3"), or any
successor rules or government pronouncements. The Board shall have the power to
determine the number of members which the Committee shall have and to change the
number of membership positions on the Committee from time to time. The Board
shall appoint all members of the Committee. The Board may from time to time
appoint members to the Committee in substitution for, or in addition to, members
previously appointed and may fill vacancies, however caused, on the Committee.
Any member of the Committee may be removed from the Committee by the Board at
any time with or without cause.

     2.4. COMMITTEE PROCEDURES. The Committee shall hold its meetings at such
times and places as it may determine. The Committee may make such rules and
regulations for the conduct of its business as it shall deem advisable. Unless
the Board or the Committee expressly decides to the contrary, a majority of the
members of the Committee shall constitute a quorum and any action taken by a
majority of the Committee members in attendance at a meeting at which a quorum
of Committee members are present shall be deemed an act of the Committee.

     2.5. INDEMNIFICATION. No member of the Committee shall be liable, in the
absence of bad faith, for any act or omission with respect to his or her service
on the Committee under this Plan. Service on the Committee shall constitute
service as a director of the Company so that the members of the Committee shall
be entitled to indemnification and reimbursement as directors of the Company for
any action or any failure to act in connection with service on the Committee to
the full extent provided for at any time in the Company's Certificate of
Incorporation and By-Laws, or in any insurance policy or other agreement
intended for the benefit of the Company's directors.

                                   ARTICLE 3

                       PERSONS ELIGIBLE TO RECEIVE OPTIONS

     A person shall be eligible to be granted an Option only if on the proposed
Granting Date for such Option such person is a full-time, salaried employee of
the Company or any Subsidiary, is currently serving as a member of the Board of
Directors of the Company, or has rendered or is expected to render advisory or
consulting services to the Company or any Subsidiary within a twelve-month
period of the Granting Date. A person eligible to be granted an Option is herein
called a "Grantee."

                                   ARTICLE 4

                                GRANT OF OPTIONS

     4.1. POWER TO GRANT OPTIONS. The Committee shall have the right and the
power to grant at any time to any Grantee an option entitling such person to
purchase Common Stock (the

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"Common Stock") from the Company in such quantity, at such price, on such terms
and subject to such conditions consistent with the provisions of this Plan as
may be established by the Committee on or prior to the Granting Date for such
option. Each option to purchase Common Stock which shall be granted by the
Committee pursuant to the provisions of this Plan is herein called an "Option."

     4.2. GRANTING DATE. An Option shall be deemed to have been granted under
this Plan on the date (the "Granting Date") which the Committee designates as
the Granting Date at the time it approves such Option, provided that the
Committee may not designate a Granting Date with respect to any Option which is
earlier than the date on which the granting of such Option is approved by the
Committee.

     4.3. OPTION TERMS WHICH THE COMMITTEE MAY DETERMINE. The Committee shall
have the power to determine the Grantee to whom Options are granted, the number
of Shares subject to each Option, the number of Options granted to each Grantee
and the time at which each Option is granted. Except as otherwise expressly
provided in this Plan, the Committee shall also have the power to determine, at
the time of the grant of each Option, all terms and conditions governing the
rights and obligations of the holder with respect to such Option. With respect
to any Option, the Committee shall have the power to determine: (a) the purchase
price per Share or the method by which the purchase price per Share will be
determined; (b) the length of the period during which the Option may be
exercised and any limitations on the number of Shares purchasable with the
Option at any given time during such period; (c) the times at which the Option
may be exercised; (d) any conditions precedent to be satisfied before the Option
may be exercised, such as vesting period; (e) any restrictions on resale of any
Shares purchased upon exercise of the Option; (f) the extent to which the Option
may be transferable; and (g) whether the Option will constitute an Incentive
Stock Option.

     4.4. OPTION AGREEMENT. No person shall have any rights under any Option
unless and until the Company and the person to whom such Option is granted have
executed and delivered an agreement expressly granting the Option to such person
and containing provisions setting forth the terms of the Option (an "Option
Agreement"). Unless otherwise provided by the Committee, the form of Stock
Option Agreement attached to this Plan as Exhibit A shall be used by the
Committee in granting nonqualified Options under the Plan.

     4.5. LIMITATION ON SHARES ISSUABLE TO ANY GRANTEE. The aggregate number of
Shares that may relate to Options granted to a Grantee during any calendar year
(including those already exercised by the Grantee) shall not exceed 50,000
shares, as adjusted pursuant to Article 8 of this Plan.

                                   ARTICLE 5

                                  OPTION TERMS

     5.1. PLAN PROVISIONS CONTROL TERMS. The terms of this Plan shall govern all
Options. In the event any provision of any Option Agreement conflicts with any
term in this Plan as constituted on the Granting Date of such Option, the term
in this Plan as constituted on the Granting Date of the Option shall control.
Except as provided in Article 8, the terms of any

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Option may not be changed after the Granting Date of such Option without the
express approval of the Company and the Option Holder.

     5.2. TERM LIMITATION. No Incentive Stock Option may be granted under this
Plan which is exercisable more than ten years after its Granting Date. This
Section 5.2 shall not be deemed to limit the term which the Committee may
specify for any Options (including Options) granted under the Plan which are not
intended to be Incentive Stock Options.

     5.3. TRANSFER OF OPTIONS. An Option granted pursuant to this Plan may be
transferable as provided in the Option Agreement. It shall be a condition
precedent to any transfer of any Option that the transferee executes and
delivers an agreement acknowledging such Option has been acquired for investment
and not for distribution and is and shall remain subject to this Plan and the
Option Agreement. The "Holder" of any Option shall mean (i) the initial grantee
of such Option or (ii) any permitted transferee.

     5.4. $100,000 PER YEAR LIMIT ON INCENTIVE STOCK OPTIONS. No Grantee may be
granted Incentive Stock Options if the value of the Shares subject to those
options which first become exercisable in any given calendar year (and the value
of the Shares subject to any other Incentive Stock Options issued to the Grantee
under the Plan or any other plan of the Company or its Subsidiaries which first
become exercisable in such year) exceeds $100,000. For this purpose, the value
of Shares shall be determined on the Granting Date. Any Incentive Stock Options
issued in excess of the $100,000 limit shall be treated as Options that are not
Incentive Stock Options. Incentive Stock Options shall be taken into account in
the order in which they were granted.

     5.5. NO RIGHT TO EMPLOYMENT CONFERRED. Nothing in this Plan or (in the
absence of an express provision to the contrary) in any Option Agreement (i)
confers any right or obligation on any person to continue in the employ of the
Company or any Subsidiary or (ii) affects or shall affect in any way any
person's right or the right of the Company or any Subsidiary to terminate such
person's employment with the Company or any Subsidiary at any time, for any
reason, with or without cause.

                                   ARTICLE 6

                              REGULATORY COMPLIANCE

     6.1. TAXES. The Company or any Subsidiary shall be entitled, if the
Committee deems it necessary or desirable, to withhold from an Option Holder's
salary or other compensation (or to secure payment from the Option Holder in
lieu of withholding) all or any portion of any withholding or other tax due from
the Company or any Subsidiary with respect to any Shares deliverable under such
Holder's Option or the Committee may (but need not) permit payment of such
withholding by the Company's retention of Shares which would otherwise be
transferred to the Option Holder upon exercise of the Option. In the event any
Common Stock is retained by the Company to satisfy all or any part of the
withholding, the part of the withholding deemed to have been satisfied by such
Common Stock shall be equal to the product derived by multiplying the Per Share
Market Value as of the date of exercise by the number of Shares retained by the
Company. The number of Shares retained by the Company in satisfaction of
withholding shall

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not be a number which when multiplied by the Per Share Market Value as of the
date of exercise would result in a product greater than the withholding amount.
No fractional Shares shall be retained by the Company in satisfaction of
withholding. Notwithstanding Article 7, unless the Board shall otherwise
determine, for each Share retained by the Company in satisfaction of all or any
part of the withholding amount, the aggregate number of Shares subject to this
Plan shall be increased by one Share. The Company may defer delivery under a
Holder's Option until indemnified to its satisfaction with respect to such
withholding or other taxes.

     6.2. SECURITIES LAW COMPLIANCE. Each Option shall be subject to the
condition that such Option may not be exercised if and to the extent the
Committee determines that the sale of securities upon exercise of the Option may
violate the Securities Act or any other law or requirement of any governmental
authority. The Company shall not be deemed by any reason of the granting of any
Option to have any obligation to register the Shares subject to such Option
under the Securities Act or to maintain in effect any registration of such
Shares which may be made at any time under the Securities Act. An Option shall
not be exercisable if the Committee or the Board determines there is non-public
information material to the decision of the Holder to exercise such Option which
the Company cannot for any reason communicate to such Holder.

                                   ARTICLE 7

                           SHARES SUBJECT TO THE PLAN

     Except as provided in Section 6.1 and Article 8, an aggregate of 1,240,000
Shares of Common Stock shall be subject to this Plan. Except as provided in
Section 6.1 and Article 8, the Options shall be limited so that the sum of the
following shall not as of any given time exceed 1,240,000 Shares: (i) all Shares
subject to Options outstanding under this Plan at the given time and (ii) all
Shares which shall have been issued by the Company by reason of the exercise at
or prior to the given time of any of the Options. The Common Stock issued under
the Plan may be either authorized and unissued shares, shares reacquired and
held in the treasury of the Company, or both, all as from time to time
determined by the Board. In the event any Option shall expire or be terminated
before it is fully exercised, then all Shares formerly subject to such Option as
to which such Option was not exercised shall be available for any Option
subsequently granted in accordance with the provisions of this Plan. No
fractional Shares will be eligible to be issued under the Plan.

     In the event of a change in the Shares as presently constituted, which is
limited to a change of all of its authorized shares with par value into the same
number of shares with a different par value or without par value, the shares
resulting from any such change shall be deemed to be the Shares within the
meaning of the Plan.

                                   ARTICLE 8

                     ADJUSTMENTS TO REFLECT ORGANIC CHANGES

     The Board shall appropriately and proportionately adjust the number and
kind of Shares subject to outstanding Options, the price for which Shares may be
purchased upon the exercise of outstanding Options, and the number and kind of
Shares available for Options subsequently

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granted under this Plan to reflect any stock dividend, stock split, combination
or exchange of shares, merger, consolidation or other change in the
capitalization of the Company which the Board determines to be similar, in its
substantive effect upon this Plan or the Options, to any of the changes
expressly indicated in this sentence. The Board may (but shall not be required
to) make any appropriate adjustment to the number and kind of Shares subject to
outstanding Options, the price for which Shares may be purchased upon the
exercise of outstanding Options, and the number and kind of Shares available for
Options subsequently granted under this Plan to reflect any spin-off, spin-out
or other distribution of assets to stockholders or any acquisition of the
Company's stock or assets or other change which the Board determines to be
similar, in its substantive effect upon this Plan or the Options, to any of the
changes expressly indicated in this sentence. The Committee shall have the power
to determine the amount of the adjustment to be made in each case described in
the preceding two sentences, but no adjustment approved by the Committee shall
be effective until and unless it is approved by the Board. In the event of any
reorganization, reclassification, consolidation, merger or sale of all or
substantially all of the Company's assets which is effected in such a way that
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock, the Board may (but shall not be required to)
substitute the per share amount of such stock, securities or assets for Shares
upon any subsequent exercise of any Option.

                                   ARTICLE 9

                      AMENDMENT AND TERMINATION OF THE PLAN

     9.1. AMENDMENT. Except as provided in the following two sentences, the
Board shall have complete power and authority to amend this Plan at any time and
no approval by the Company's stockholders or by any other person, committee or
other entity of any kind shall be required to make any amendment approved by the
Board effective. So long as the Common Stock is eligible for trading on the
Nasdaq National Market, the Board shall obtain stockholder approval for those
amendments of the Plan required to be so approved pursuant to the By-laws of the
National Association of Securities Dealers. The Board shall not, without the
affirmative approval of the Company's stockholders, amend the Plan in any manner
which would cause any outstanding Incentive Stock Options to no longer qualify
as Incentive Stock Options. No termination or amendment of this Plan may,
without the consent of the Holder of any Option prior to termination or the
adoption of such amendment, materially and adversely affect the rights of such
Holder under such Option.

     9.2. TERMINATION. The Board shall have the right and the power to terminate
this Plan at any time, provided that no Incentive Stock Options may be granted
after the tenth anniversary of the adoption of this Plan. No Option shall be
granted under this Plan after the termination of this Plan, but the termination
of this Plan shall not have any other effect. Any Option outstanding at the time
of the termination of this Plan may be exercised after termination of this Plan
at any time prior to the Expiration Date of such Option to the same extent such
Option would have been exercisable had this Plan not terminated.

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                                   ARTICLE 10

                  DEFINITIONS AND OTHER PROVISIONS OF THE PLAN

     10.1. DEFINITIONS. Each term defined in this Section 10.1 has the meaning
indicated in this Section 10.1 whenever such term is used in this Plan:

     "Board of Directors" and "Board" both mean the Board of Directors of the
Company as constituted at the time the term is applied.

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

     "Committee" has the meaning such term is given in Section 2.1 of this Plan.

     "Common Stock" means the issued or issuable Common Stock, par value $.01
per share, of the Company.

     "Company" as applied as of any given time shall mean 1-800 CONTACTS, INC.,
a Delaware corporation, except that if prior to the given time any corporation
or other entity has acquired all or a substantial part of the assets of the
Company (as herein defined) and has agreed to assume the obligations of the
Company under this Plan, or is the survivor in a merger or consolidation to
which the Company was a party, such corporation or other entity shall be deemed
to be the Company at the given time.

     "Expiration Date" as applied to any Option means the date specified in the
Option Agreement between the Company and the Holder as the expiration date of
such Option. If no expiration date is specified in the Option Agreement relating
to any Option, then the Expiration Date of such Option shall be the day prior to
the tenth anniversary of the Granting Date of such Option. Notwithstanding the
preceding sentences, if the person to whom any Incentive Stock Option is granted
owns, on the Granting Date of such Option, stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Company (or of any parent or Subsidiary of the Company in existence on the
Granting Date of such Option), and if no expiration date is specified in the
Option Agreement relating to such Option, then the Expiration Date of such
Option shall be the day prior to the fifth anniversary of the Granting Date of
such Option.

     "Grantee" has the meaning such term is given in Article 3 of this Plan.

     "Granting Date" has the meaning such term is given in Section 4.2 of this
Plan.

     "Holder" has the meaning such term is given in Section 5.3 of this Plan.

     "Incentive Stock Option" means an incentive stock option, as defined in
Code Section 422, which is granted pursuant to this Plan.

     "Option" has the meaning such term is given in Section 4.1 of this Plan.

     "Option Agreement" has the meaning such term is given in Section 4.4 of
this Plan.

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     "Per Share Market Value" on any given date shall be the fair market value
of one Share as of the close of business on the given date determined in such
manner as shall be prescribed in good faith by the Committee; provided, that as
long as the Shares are traded on a national securities exchange or national
automated quotation system (such as the Nasdaq National Market), the Per Share
Market Value shall be the reported closing price of the Shares on such date.

     "Plan" has the meaning such term is given in Section 1.1 of this Plan.

     "Securities Act" at any given time shall consist of: (i) the Securities Act
of 1933 as constituted at the given time; (ii) any other law or laws promulgated
prior to the given time by the United States Government which are in effect at
the given time and which regulate or govern any matters at any time regulated or
governed by the Securities Act of 1933; (iii) all regulations, rules,
registration forms and other governmental pronouncements issued under the laws
specified in clauses (i) and (ii) of this sentence which are in effect at the
given time; and (iv) all interpretations by any governmental agency or authority
of the things specified in clause (i), (ii) or (iii) of this sentence which are
in effect at the given time. Whenever any provision of this Plan requires that
any action be taken in compliance with any provision of the Securities Act, such
provision shall be deemed to require compliance with the Securities Act as
constituted at the time such action takes place.

     "Share" means a share of Common Stock.

     "Subsidiary" means any corporation in which the Company owns, directly or
indirectly, 50% or more of the total combined voting power of all classes of
securities of such corporation.

     10.2. HEADINGS. Section headings used in this Plan are for convenience
only, do not constitute a part of this Plan and shall not be deemed to limit,
characterize or affect in any way any provisions of this Plan. All provisions in
this Plan shall be construed as if no headings had been used in this Plan.

     10.3. SEVERABILITY.

     (a)  General. Whenever possible, each provision in this Plan and in every
Option at any time granted under this Plan shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Plan or any Option at any time granted under this Plan is held to be prohibited
by or invalid under applicable law, then (i) such provision shall be deemed
amended to accomplish the objectives of the provision as originally written to
the fullest extent permitted by law and (ii) all other provisions of this Plan
and every Option at any time granted under this Plan shall remain in full force
and effect.

     (b)  Incentive Stock Options. Whenever possible, each provision in this
Plan and in every Option at any time granted under this Plan which is evidenced
by an Option Agreement which expressly states such Option is intended to
constitute an Incentive Stock Option under Code Section 422 (an "intended ISO")
shall be interpreted in such manner as to entitle such intended ISO to the tax
treatment afforded by the Code to Options which do constitute Incentive Stock
Options under Code Section 422, but if any provision of this Plan or any
intended ISO at any time granted under this Plan is held to be contrary to the
requirements necessary to entitle

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such intended ISO to the tax treatment afforded by the Code to Options which do
constitute Incentive Stock Options under Code Section 422, then (i) such
provision shall be deemed to have contained from the outset such language as
shall be necessary to entitle such intended ISO to the tax treatment afforded by
the Code to Options which do constitute Incentive Stock Options under Code
Section 422, and (ii) all other provisions of this Plan and such intended ISO
shall remain in full force and effect. If any Option Agreement covering an
intended ISO granted under this Plan does not explicitly include any terms
required to entitle such intended ISO to the tax treatment afforded by the Code
to Options which do constitute Incentive Stock Options under Code Section 422,
then all such terms shall be deemed implicit in the intention to afford such
treatment to such Option and such Option shall be deemed to have been granted
subject to all such terms.

     10.4. NO STRICT CONSTRUCTION. No rule of strict construction shall be
applied against the Company, the Committee or any other person in the
interpretation of any of the terms of this Plan, any Option or any rule or
procedure established by the Committee.

     10.5. CHOICE OF LAW. This Plan and all documents contemplated hereby, and
all remedies in connection therewith and all questions or transactions relating
thereto, shall be construed in accordance with and governed by the internal laws
of the State of Delaware.

     10.6. TAX CONSEQUENCES. Tax consequences from the purchase and sale of
Shares may differ among grantees under the Plan. Each grantee of an Option
should discuss specific tax questions regarding participation in the Plan with
his or her own tax advisor.


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