EYE CARE CENTERS OF AMERICA INC
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>

                                 PROMISSORY NOTE
                                 ---------------

$1,000,000.00                                                   April  24,  2003

     FOR  VALUE  RECEIVED,  the undersigned, DANIEL POTH, O.D. (the "Borrower"),
agrees  and  promises to pay to the order of EYE CARE HOLDINGS, INC., a Delaware
corporation  (the  "Lender"),  at its offices at 11103 West Avenue, San Antonio,
Texas  78213,  the  principal  sum  of  ONE  MILLION  AND  NO/100  DOLLARS
($1,000,000.00),  in lawful money of the United States of America, together with
interest  on the unpaid principal balance outstanding from time to time from the
date  hereof  until maturity at a varying rate of interest per annum which shall
be initially equal to the lesser of: (a) the Prime Rate (as hereinafter defined)
as  of the date of this note, plus two percent (2.00%), and (b) the maximum rate
of  interest  allowed  by  applicable  law,  as  now or hereafter in effect (the
"Maximum  Rate"),  and that shall be adjusted quarterly on the first day of each
successive  July, October, January, and April during the term of this note, with
the  interest  rate  hereunder  from  (and  including)  the  date  of  each such
adjustment to (but not including) the date of the next adjustment being equal to
the  lesser  of  (i)  the  Prime Rate as of the date of such adjustment plus two
percent  (2.00%)  and  (ii)  the  Maximum  Rate.

     Interest  shall  be  computed on the basis of a 365 or 366 day year, as the
case  may  be, subject to the provisions hereof limiting interest to the Maximum
Rate.  All  past  due  principal  and interest shall bear interest from maturity
until  paid  at  the  Maximum  Rate.

     As used herein, the term "Prime Rate" shall mean the highest per annum rate
of  interest  then  most recently published from time to time as a prime rate in
the  Southwest  Edition of the Wall Street Journal in its "Money Rates" section;
provided,  however,  that  if the Wall Street Journal shall discontinue or shall
fail  to  regularly publish such rate in its "Money Rates" section or should the
Prime  Rate,  as  established  as  aforesaid  by  the  Wall  Street Journal,  be
construed  by  a court of competent jurisdiction as not constituting an index or
formula  by  which  the  foregoing described rate of interest can be determined,
then  the term "Prime Rate" shall mean or refer to the prevailing prime interest
rate  as  set forth from time to time by CitiCorp, N.A., at its principal office
in  New York, New York, as its prime lending rate for domestic commercial loans.

     This  note  shall  be  payable  as follows:  (i) principal shall be due and
payable  in  equal quarterly payments of TWENTY-FIVE THOUSAND AND NO/100 DOLLARS
($25,000.00)  each,  on  the 30th day of March, June, September, and December of
each  year  during  the  term  of  this  note,  beginning  on  June 30, 2003 and
continuing  thereafter until March 31, 2013 (the "Maturity Date"); (ii) interest
on  the  unpaid principal balance is due and payable quarterly as it accrues, on
the  same  dates  as and in addition to said payments of principal; and (iii) on
the  Maturity  Date, all unpaid principal and accrued, but unpaid interest shall
be  due and payable.  Payments will be applied first to accrued interest and the
remainder  to  principal.

     In  addition  to  the  other  payments required to be made under this note,
Borrower  shall  make additional principal payments (each, an "Excess Net Income
Payment")  of  THIRTY  THOUSAND  AND  NO/100 DOLLARS ($30,000.00) for each whole
increment  of  $100,000.00 of net income of Hour Eyes Doctors of Optometry, P.C.
("Hour  Eyes")  in excess of $500,000.00 for each fiscal year during the term of
this  note.  For  purposes herein, net income shall mean

                                        1
<PAGE>

gross  income  less gross expenses calculated before any bonus payments are paid
to  Borrower.  Gross income and gross expenses shall be calculated in accordance
with generally accepted accounting principles. In the event Borrower is required
to  make  an Excess Net Income Payment, such payment shall be due and payable on
the  day  which  is  sixty (60) days following the expiration of the fiscal year
during  which  the net income which triggered the requirement for the Excess Net
Income Payment was earned. For example, in the event the net income of Hour Eyes
for  a  fiscal year were $750,000.00, an Excess Net Income Payment in the amount
of  $60,000.00  would  be  due and payable by Borrower on the date that is sixty
(60) days following the expiration of such fiscal year. Borrower will deliver to
Lender  a  certified financial statement showing the net income of Hour Eyes for
the  previous  fiscal  year  within  thirty  (30) days of the expiration of such
fiscal  year.

     All  or any portion of this note may be prepaid without penalty at any time
or  times, provided that all prepayments, at the Lender's option, may be applied
first to accrued and unpaid interest and then to the principal balance hereof in
their  inverse  order  of  maturity.

     The  occurrence  of  any of the following events shall constitute a default
(any  such event being referred to herein as an "Event of Default") of this note
by  Borrower, and, upon the occurrence of any such Event of Default, Lender may,
without  notice  or  demand,  declare all outstanding principal and accrued, but
unpaid  interest  immediately due and payable together with all other sums owing
under  the  Loan  Documents  (defined  below):

(i)  Borrower  shall fail to make any payment of principal or interest upon this
     note  when  due,  or

(ii) Default,  breach  or termination shall occur on the part of Hour Eyes under
     the  terms  of  either  of  the  Retail  Business  Management Agreement and
     Professional  Business Management Agreement, each dated September 30, 1997,
     by  and between Hour Eyes and Visionary Retail Management, Inc., a Delaware
     Corporation  and  successor  to Visionary MSO, Inc. (as may be amended from
     time  to  time  the  "Management  Services Agreements"), or under any other
     instrument or agreement executed in connection with, evidencing, governing,
     securing  or  guarantying this note (the Management Services Agreements and
     such other instruments and agreements being collectively referred to herein
     as  the  "Loan  Documents")  and  such  default  is  not  cured  within any
     applicable  grace  period  provided  for  in  the  Loan  Documents,  or

(iii)  Lender  deems  itself  insecure,  either  because  the prospect of timely
     payment  of  this  note  becomes impaired or because the prospect of timely
     performance  of  any  of  the agreements of the Borrower or any other party
     under  any  of  the  Loan  Documents  becomes  impaired,  or

(iv) Hour  Eyes  shall  be sold, merged or consolidated with, or converted into,
     any  other  person  or entity, or all or substantially all of the assets of
     Hour  Eyes  shall  be  sold,  transferred,  conveyed,  mortgaged,  pledged,
     encumbered,  assigned  or  otherwise  disposed  of.

Borrower shall give Lender prompt written notice of the occurrence of any of the
events  described  in  item  (iv)  above.

                                        2
<PAGE>

     If Lender retains an attorney in connection with any Event of Default or at
maturity  or  to collect, enforce or defend this note or any other Loan Document
in  any  lawsuit  or  in  any  probate,  reorganization,  bankruptcy  or  other
proceeding, or if Borrower sues Lender in connection with this note or any other
Loan  Document,  then  the  nonprevailing  party agrees to pay to the prevailing
party,  all  reasonable  costs and expenses incurred by such party in connection
with  any  such Event of Default, collection action, enforcement action, defense
action,  lawsuit  or  other  proceeding,  including  reasonable attorneys' fees.

     The  Borrower  agrees to pay all costs of the Lender in collecting any sums
payable  hereunder  and  under  the Loan Documents when such costs are incurred,
including  reasonable  attorney's  fees,  whether  or  not  this  note  has been
accelerated  or  any  other  action  has  been  instituted to enforce this note.

     Unless otherwise specifically set forth in this note, the Borrower and each
surety,  endorser,  guarantor  and other person liable upon this note waives all
notices,  demands  and  presentments  for  payment,  all notices of non-payment,
intention  to  accelerate  maturity,  acceleration  of  maturity,  protest  and
dishonor, and diligence in taking any action to collect amounts hereunder and in
the  handling  of  any  collateral  securing  this  note.

     The  Borrower and the Lender intend that the loan (the "Loan") evidenced by
this  note  shall be in strict compliance with applicable usury laws.  If at any
time,  any  interest  contracted  for,  charged  or  received under this note or
otherwise  in  connection  with the Loan would be usurious under applicable law,
then  regardless  of  the  provisions  of this note or the Loan Documents or any
action  or  event  (including,  without  limitation,  prepayment  of  principal
hereunder  or  acceleration  of  maturity  by  the  Lender) which may occur with
respect  to  this  note  or  the Loan, it is agreed that all sums that otherwise
would  be  usurious  shall be immediately credited by the Lender as a payment of
principal hereunder, or if this note has already been paid, immediately refunded
to  the  Borrower.  All compensation which constitutes interest under applicable
law  in  connection  with  the  Loan shall be amortized, prorated, allocated and
spread  over  the  full period of time any indebtedness is owing by the Borrower
under the Loan, to the greatest extent permissible without exceeding the Maximum
Rate  in  effect  from  time  to  time  during  such  period.

     This  note  and  all  of  the Loan Documents shall be deemed contracts made
under  the  laws of the State of Texas and for all purposes shall be interpreted
under  such  laws.  In  particular,  the  Lender and the Borrower agree that the
Maximum  Rate  of  interest  chargeable hereunder will equal the weekly ceiling,
from time to time in effect, as determined in accordance with Chapter 303 of the
Texas  Finance  Code, as amended.  Notwithstanding the immediately preceding two
sentences,  if  United  States  federal law should permit the Lender to contract
for,  charge  or  receive a greater rate of interest than the rate allowed under
the  laws  of  the  State  of Texas, then such federal law, from time to time in
effect,  shall  determine  the  Maximum  Rate  hereunder.

                                        3
<PAGE>

     In  no  event shall the provisions of Chapter 346 of the Texas Finance Code
(which  regulates  certain  revolving  loan  accounts  and  revolving  tri-party
accounts)  apply  to  the  Loan.

     This  note  is  secured  by a lien against:  (i) all of the common stock of
Hour  Eyes  owned  by  Borrower,  as  evidenced  by  a Stock Pledge Agreement by
Borrower  in  favor of Lender, of even date herewith, and (ii) all of the assets
of  Hour Eyes, as evidenced by a Security Agreement by and between Hour Eyes and
Lender  of  even  date  herewith.


                                                                       BORROWER:
                                                             -------------------
                                                               DANIEL POTH, O.D.

                                        4
<PAGE>



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</DOCUMENT>
