**Exhibit10.1**

**FIRST AMENDMENTTO THE 1-800 CONTACTS, INC.AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN**

This FirstAmendment to the 1-800 Contacts, Inc. Amended and Restated 2004 Stock IncentivePlan (the “Amendment”) is adopted by 1-800 Contacts, Inc. (the “Company”)effective as of October 1, 2006.

WHEREAS, theCompany previously adopted and currently maintains the 1-800 Contacts, Inc.Amended and Restated 2004 Stock Incentive Plan (the “Plan”);

WHEREAS, theCompensation Committee of the Company’s Board of Directors (the “Committee”) isauthorized and empowered to grant compensatory stock options and restrictedstock awards under the Plan and to establish the terms and conditions of such awards;

WHEREAS, tofacilitate the expeditious and efficient grant of routine awards under the Planto non-reporting persons, it is necessary and desirable to amend the Plan topermit the Committee to delegate grant-making authority to a board committeeconsisting of one or more executive officers who also serve as directors of theCompany;  and

WHEREAS, theCompany, acting through its Board of Directors, has reserved the right to amendthe Plan at any time and from time to time;

NOW, THEREFORE,the Plan is hereby amended as follows effective as of the date first above written:

1.                                       Article2 of the Plan is amended to add new Section 2.6 to read as follows:

“2.6.  DELEGATION  OF ROUTINE GRANT AUTHORITY.  The Committee may by resolution delegate to aseparate Board committee established by the Board and comprised of one or moreexecutive officers of the Company who also serve as members of the Board (the “RoutineGrant Committee”) the authority to grant Options and Restricted Stock under thePlan; provided, that the Committee may not delegate to the Routine GrantCommittee the authority to grant awards to officers, directors or other “reportingpersons” of the Company who are subject to Section 16 of the Securities ExchangeAct of 1934 (“Reporting Persons”).  Anysuch delegation of grant—making authority shall specify a numeric limit on thenumber of Shares with respect to which the Routine Grant Committee isauthorized to grant awards.  TheCommittee by resolution shall also establish such other limitations andconditions on the Routine Grant Committee’s delegated grant-making authority asthe Committee deems appropriate.   TheCommittee or Board may revoke any delegation of authority to the Routine GrantCommittee at any time.  All actions bythe Routine Grant Committee require approval by a majority of the 

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members of that committee if more than one.  Any action taken by the members of theRoutine Grant Committee shall be deemed to have been taken in their capacity asdirectors and, if pursuant to a delegation of grant-making authority from theCommittee, shall be deemed to have been taken by a member of the Committee forpurposes of Section 2.5 above.”

2.             Section 4.1 of the Plan is amendedto add the following sentences at the end thereof:

“Additionally, the Routine Grant Committee, if any, described inSection 2.6 above shall have the right and power to grant Options, RestrictedStock or a combination thereof, in such quantities, at such price, and on suchother terms and conditions as the Routine Grant Committee approves; provided,such grants (i) are not awarded to Reporting Persons, (ii) are on terms consistentwith the other provisions of the Plan, and (iii) comply with the Committee’s delegationof grant-making authority to the Routine Grant Committee.  All actions taken by the Routine GrantCommittee within the scope of its authority shall be deemed actions by theCommittee, and all references to the “Committee” in Section 4.2 and Articles 5through 8 of this Plan shall be deemed to include the Routine Grant Committeewhen acting within the scope of its delegated grant-making authority.”

3.             Except as set forth above, the Planis hereby ratified and confirmed in all respects.

 

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