NATIONAL VISION INC
EXH. 10.18 - 5/30/2001 LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>indem.txt
<DESCRIPTION>EXH. 10.18 - 5/30/2001 LOAN AND SECURITY AGREEMENT
<TEXT>
                                                                   Exhibit 10.19
                                                                   -------------


                            INDEMNIFICATION AGREEMENT


                  THIS AGREEMENT is made this ____ day of ___________, 2001, by
and between National Vision, Inc. a Georgia corporation (the "Corporation"), and
__________________ (the "Indemnified Party").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, the Indemnified Party currently serves as a director, officer,
or both of the Corporation, and in such capacity is performing a valuable
service; and

         WHEREAS, pursuant to the Corporation's Articles of Incorporation and
Bylaws, each as amended to date (collectively the "Charter"), the Corporation
may indemnify its directors and officers to the fullest extent authorized by
applicable law; and

         WHEREAS, Section 14-2-851 of the Georgia Business Corporation Code, as
amended to date (the "State Statute"), provides the statutory basis for the
indemnification of directors and officers of a Georgia corporation; and

         WHEREAS, in order to induce the Indemnified Party to continue to serve,
the Corporation has determined and agreed to enter into this Agreement with the
Indemnified Party;

         NOW, THEREFORE, in consideration of Indemnified Party's continued
service on behalf of the Corporation after the date hereof, the parties hereto
agree as follows:

         1. Indemnity. The Corporation hereby agrees to hold harmless and
indemnify the Indemnified Party to the fullest extent authorized or permitted by
the provisions of the State Statute with respect to the indemnification of
directors and officers, or by any amendment thereof or other statutory provision
authorizing or permitting such indemnification that is adopted after the date
hereof.

         2. Additional Indemnity. Subject only to the exclusions set forth in
Section 3 hereof, the Corporation hereby further agrees to hold harmless and
indemnify Indemnified Party against any and all expenses (including reasonable
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by Indemnified Party in connection with any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (including an action by or in the right of the
Corporation) to which Indemnified Party is, was or at any time becomes a party,
or is threatened to be made a party, by reason of the fact that Indemnified
Party is, was or at any time becomes a director, officer, employee, or agent of
the Corporation, or is or was serving or at any time serves at the request of
the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise.

         3.  Limitations  on  Additional  Indemnity.  No  indemnity  pursuant to
Sections 1 or 2 hereof shall be paid by the Corporation:

<PAGE>

               (a) In respect of  expenses,  judgments,  fines,  and  settlement
amounts to the  extent  attributable  to  remuneration  paid or other  financial
benefit  provided to the  Indemnified  Party by the  Corporation  if it shall be
determined  by  a  final  judgment  or  other  final   adjudication   that  such
remuneration  or  financial  benefit was paid or provided  in  violation  of the
Indemnified Party's duties and obligations to the Corporation;

               (b) On account of any suit in which judgment is rendered  against
Indemnified  Party for an accounting of profits,  made from the purchase or sale
by the  Indemnified  Party of  securities  of the  Corporation,  pursuant to the
provisions of Section 16(b) of the Securities  Exchange Act of 1934, as amended,
or similar  provisions of any federal or state law, or on account of any payment
by the  Indemnified  Party to the  Corporation  in respect of any claim for such
accounting;

               (c) On account of the Indemnified  Party's conduct if it shall be
determined  by a final  judgment  or  other  final  adjudication  to  have  been
knowingly fraudulent,  deliberately  dishonest, or grossly negligent, or to have
constituted willful misconduct; or

               (d) If a final  decision by a court  having  jurisdiction  in the
matter shall determine that such indemnification is not lawful.

         4. Contribution. (a) If the indemnification provided in Sections 1 or 2
is  unavailable  and may not be paid to the  Indemnified  Party  for any  reason
(other than pursuant to Sections 3(a), (b), (c) and (d)), then in respect of any
threatened,  pending,  or completed  action,  suit,  or  proceeding in which the
Corporation is jointly liable with the Indemnified  Party (or would be if joined
in such action,  suit, or proceeding),  the Corporation  shall contribute to the
amount of expenses, judgments, fines, penalties, and settlements paid or payable
by the Indemnified Party in such proportion as is appropriate to reflect (i) the
relative  benefits  received  by  the  Corporation  on  the  one  hand  and  the
Indemnified  Party on the other from the  transaction  from  which such  action,
suit, or proceeding arose, and (ii) the relative fault of the Corporation on the
one hand and of the Indemnified Party on the other in connection with the events
that  resulted in such  expenses,  judgments,  fines,  penalties,  or settlement
amounts,  as well as any other relevant equitable  considerations.  The relative
fault of the  Corporation  on the one hand and of the  Indemnified  Party on the
other shall be  determined  by reference  to, among other  things,  the parties'
relative intent, knowledge, access to information, and opportunity to correct or
prevent  the  circumstances  resulting  in  such  expenses,   judgments,  fines,
penalties,  or settlement  amounts.  The Corporation agrees that it would not be
just and equitable if contribution pursuant to this Section 4 were determined by
pro rata allocation or any other method of allocation that does not take account
of the foregoing equitable considerations.

               (b) The  determination as to the amount of the  contribution,  if
any,  shall  be  made  by:  (i) a  court  of  competent  jurisdiction  upon  the
application of both the  Indemnified  Party and the Corporation (if an action or
suit had been  brought in, and final  determination  had been  rendered by, such
court); (ii) the Board of Directors by a majority vote of a quorum consisting of
directors  who were not parties to such action,  suit, or  proceeding;  or (iii)
regular  outside counsel of the  Corporation,  if a quorum is not obtainable for
purposes  of  clause  (ii)  above,  or,  even  if  obtainable,  if a  quorum  of
disinterested directors so directs.


                                       -2-
<PAGE>


         5.  Continuation of Obligations.  All agreements and obligations of the
Corporation  contained  herein shall continue  during the period the Indemnified
Party is a  director,  officer,  employee,  or agent of the  Corporation  (or is
serving at the request of the Corporation as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  employee
benefit plan, or other enterprise), and shall continue thereafter for so long as
the  Indemnified  Party shall be subject to any  possible  claim or  threatened,
pending,  or completed  action,  suit, or proceeding,  whether civil,  criminal,
administrative,  or  investigative,  by reason of the fact that the  Indemnified
Party was serving in any such capacity on behalf of the Corporation.

         6.  Advancement  of Expenses.  Expenses  (including  attorneys'  fees),
judgments,  fines,  penalties,  and  amounts  paid in  settlement  actually  and
reasonably  incurred by the Indemnified Party with respect to any action,  suit,
or  proceeding  referred  to  in  Sections  1 or 2  shall  be  advanced  by  the
Corporation  prior to the  time of the  disposition  of such  action,  suit,  or
proceeding  promptly  upon the  receipt of a (a)  written  affirmation  from the
Indemnified Party of his good faith belief that he is entitled to be indemnified
by the Corporation for such expenses,  judgments,  fines,  penalties, or amounts
paid in settlement under the provisions of the State Statute, the Charter,  this
Agreement,  or otherwise,  and (b) written  undertaking  to return  promptly any
amounts  advanced  hereunder  if it  shall  ultimately  be  determined  that the
Indemnified  Party is not entitled to  indemnification  from the Corporation for
such amounts  under the  provisions  of the State  Statute,  the  Charter,  this
Agreement, or otherwise.

         7.  Notification  and Defense of Claim.  Promptly  after receipt by the
Indemnified  Party  of  notice  of the  commencement  of any  action,  suit,  or
proceeding,  the Indemnified  Party will, if a claim in respect thereof is to be
made against the Corporation under this Agreement, notify the Corporation of the
commencement thereof, but the failure to notify the Corporation will not relieve
it from any liability that it may have to the  Indemnified  Party otherwise than
under this Agreement. With respect to any such action, suit, or proceeding as to
which the Indemnified Party so notifies the Corporation:

               (a) The  Corporation  will be entitled to  participate at its own
expense;

               (b) Except as  otherwise  provided  below,  the  Corporation  may
assume  the  defense  thereof,  with  counsel  reasonably  satisfactory  to  the
Indemnified Party. After notice from the Corporation to the Indemnified Party of
its election to assume such defense,  the Corporation  will not be liable to the
Indemnified  Party  under  this  Agreement  for  any  legal  or  other  expenses
subsequently  incurred by the  Indemnified  Party in connection with the defense
thereof,  other than reasonable costs of investigation or as otherwise  provided
below.  The Indemnified  Party shall have the right to employ its own counsel in
such  action,  suit,  or  proceeding,  but the fees and expenses of such counsel
incurred  after notice from the  Corporation  of its  assumption  of the defense
thereof  shall  be at the  expense  of the  Indemnified  Party,  unless  (i) the
employment  of  counsel  by the  Indemnified  Party has been  authorized  by the
Corporation,  (ii)  counsel  to the  Indemnified  Party  shall  have  reasonably
concluded that there may be a conflict of interest  between the  Corporation and
the  Indemnified  Party in the  conduct of the  defense  of such  action and has
advised  the  Indemnified  Party in  writing  that such a conflict  of  interest
exists,  or (iii) the  Corporation  shall not in fact have  employed  counsel to
assume the defense of such action,  in each of which cases the fees and expenses
of counsel for the Indemnified Party shall be at the expense of the Corporation.
The Corporation shall not be entitled to assume the defense of any action,


                                       -3-
<PAGE>

suit, or proceeding  brought by or on behalf of the  Corporation  or as to which
the Indemnified Party shall have made the conclusion provided for in clause (ii)
above; and

               (c) The  Corporation  shall have no  obligation  to indemnify the
Indemnified Party under this Agreement for any amounts paid in settlement of any
action or claim effected without the  Corporation's  prior written consent.  The
Corporation shall not settle any action or claim in any manner that would impose
any penalty or  limitation  on the  Indemnified  Party  without the  Indemnified
Party's prior written consent. Neither the Corporation nor the Indemnified Party
will unreasonably withhold their consent to any proposed settlement.

         8. Repayment of Expenses. The Indemnified Party agrees to reimburse the
Corporation  for all  reasonable  expenses,  judgments,  fines,  penalties,  and
settlement  amounts paid by the  Corporation  in defending any civil,  criminal,
administrative,  or  investigative  action,  suit,  or  proceeding  against  the
Indemnified  Party or advanced by the  Corporation to the  Indemnified  Party in
such event,  but only to the extent that it shall be ultimately  determined that
the  Indemnified  Party is not entitled to be indemnified by the Corporation for
such expenses,  judgments, fines, penalties, or amounts paid in settlement under
the provisions of the State Statute, the Charter, this Agreement, or otherwise.

         9. Enforcement.  (a) The Corporation expressly confirms and agrees that
it has entered into this  Agreement  and assumed the  obligations  imposed on it
hereby in order to induce the  Indemnified  Party to continue to serve on behalf
of the Corporation,  and acknowledges that the Indemnified Party is relying upon
this Agreement in continuing to serve in such capacity.

               (b) If the  Indemnified  Party is required to bring any action to
enforce  rights or to collect  moneys due under this Agreement and is successful
in such action,  then the Corporation  shall reimburse the Indemnified Party for
all of the  Indemnified  Party's  reasonable  fees and  expenses in bringing and
pursuing such action.

         10.  Severability.  Each  of the  provisions  of  this  Agreement  is a
separate and distinct  agreement and  independent of the others,  so that if any
provision  hereof  shall be held to be invalid or  unenforceable  in whole or in
part for any reason,  such invalidity or  unenforceability  shall not affect the
validity or enforceability of the other provisions hereof.

         11. General and Miscellaneous.  (a) This Agreement shall be governed by
and construed and enforced in accordance  with the laws of the State of Georgia,
without regard to its conflicts of laws rules.

               (b) This Agreement shall be binding upon the  Indemnified  Party,
his heirs, personal representative, and assigns and upon the Corporation and its
successors and assigns,  and shall inure to the benefit of and be enforceable by
the Indemnified Party, his heirs, personal representatives,  and assigns, and by
the Corporation and its successors and assigns.

               (c) No amendment,  modification,  termination, or cancellation of
this  Agreement  shall be effective  unless in a writing  signed by both parties
hereto.


                                       -4-
<PAGE>

               (d) This Agreement  supersedes any agreement  regarding indemnity
or contribution that the Indemnified Party and the Company or any predecessor of
the Company have entered into.

         12. No Duplication  of Payments.  The  Corporation  shall not be liable
under this Agreement to make any payment to the extent the Indemnified Party has
otherwise  actually  received  payment  (under  any  insurance  policy,  Charter
provision, or otherwise) of the amounts otherwise indemnifiable hereunder.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
and as of the day and year first above written.

                                  CORPORATION:

                                  NATIONAL VISION, INC.


                                  By:
                                      -----------------------------------
                                  Name:
                                        ---------------------------------
                                  Title:
                                         --------------------------------


                                  INDEMNIFIED PARTY:
                                  -----------------



                                 -----------------------


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