EYE CARE CENTERS OF AMERICA INC
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>10
<FILENAME>doc10.txt
<TEXT>


                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS EMPLOYMENT AGREEMENT (the "Agreement") made and entered into effective
as  of the 1st day of January, 2003, by and between Eye Care Centers of America,
Inc.,  a  Texas corporation (the "Company"), or its assigns, and George Gebhardt
("Employee");

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

     WHEREAS,  the  Company  desires  to  employ  executive  on  the  terms  and
conditions  set  forth  below;  and

     WHEREAS,  Employee desires to serve in the employment of the Company on the
terms  and  conditions  set  forth  below;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

     1.     Employment.  The Company hereby employs Employee and Employee hereby
            -----------
accepts  such  employment,  upon  the  terms  and  conditions  set forth herein.

2.     Term.  The  initial  term  of this Agreement shall commence on January 1,
       ----
2003
(the  "Effective  Date")  and shall terminate on December 31, 2005 (the "Initial
Termination  Date")  subject to earlier termination as hereinafter provided (the
"Term").

     3.     Duties.  During  the  Term,  Employee agrees that he will devote his
            ------
full  business  time,  attention and energies to the business of the Company and
its  subsidiaries  and  affiliates, if applicable, and to the performance of his
duties  hereunder,  and  shall  not engage in any other business, profession, or
occupation  for  compensation  or  otherwise.

4.     Compensation.
       ------------

     (a)     Base  Compensation.  During the term of this Agreement, the Company
             ------------------
shall  pay  to  Employee a salary at an annual rate of not less than $288,000.00
(the  "Base  Salary").  The  Base  Salary  shall  be  payable during the Term in
substantially equal instrallments not less frequently than monthly in accordance
with  the Company's standard payroll policy or in such other installments as the
parties may mutually agree. Employee's salary may be adjusted during the term of
this  Agreement  by  mutual  agreement  of  the  parties.

     (b)     Bonus.  Employee  shall  be  eligible  to earn a bonus based upon a
             -----
bonus  plan  to  be  determined  from  time  to time by the Company prior to the
commencement  of  each  calendar  year.

     (c)     Reimbursement of Expenses; Automobile.  The Company shall reimburse
             -------------------------------------
Employee,  in  accordance with the Company's policy in effect from time to time,
for all reasonable travel, entertainment and other business expenses incurred by
Employee  in  the  performance  of  his  duties  and responsibilities hereunder.
Employee  will  receive  an  automobile  allowance of $600 per month and will be
reimbursed  for  his  reasonable  automobile  insurance  costs.

(d)     Stock Option Plan.  Employee shall be eligible to participate in the Eye
        -----------------
Care Centers of America, Inc.'s Executive Stock Option Plan, and his rights with
respect  to  options  granted  to him thereunder shall be governed solely by the
terms  of  such plan, as it may be in effect from time to time, and the terms of
the  Stock  Option  Agreement  evidencing  the  grant  of  such  options.

(e)     Net  Payments.  The  amount  of  any gross payments provided for in this
        -------------
Agreement  shall  be  paid  net  of  any  applicable  withholding required under
federal,  state  or  local  law.

     5.     Benefits.  Employee  shall  be entitled to receive the benefits made
            --------
available  or  applicable  from  time  to  time to the employees of the Company;
provided,  however,  that  the  receipt  of  such  benefits by Employee shall be
subject  to  the Company's eligibility and enrollment requirements pertaining to
such  benefit  programs.

     6.     Confidentiality  and  Competitive  Activities.
            ---------------------------------------------

     (a)     Confidentiality.  Employee  acknowledges that during his employment
             ---------------
with  the  Company,  the  Company  has  and will continue to disclose to him the
confidential  affairs  and  proprietary  information  of  the  Company  and  its
subsidiaries and affiliates which is developed by and belongs to the Company and
its  subsidiaries and affiliates, including matters of a business nature such as
information  about  costs,  profits,  markets,  sales,  trade secrets, potential
patents  and  other  business  ideas, customer lists, supplier and vendor lists,
plans  for future developments and/or acquisitions, and information of any other
kind  not  known  within  the  optical  retail industry generally (collectively,
"Confidential  Matters").  Employee  further acknowledges that the Company would
not hire Employee or disclose these Confidential Matters to Employee without the
promises  made  by  Employee  in  this  Section  6.  In  light of the foregoing,
Employee  agrees:

          (i)     To  keep secret all Confidential Matters of the Company and of
any  subsidiaries  and  affiliates  of  the Company, and not to disclose them to
anyone  outside  of  the Company or its subsidiaries or affiliates, or otherwise
use  them or use his knowledge of them for his own benefit or for the benefit of
any  third party, including, without limitation, use of the trade secrets, trade
names or trademarks of the Company, either during or after the Term, except with
the  Company's  prior  written  consent;  and

          (ii)     To  deliver promptly to the Company at the termination of the
Term,  or  at any time the Company may request, all memoranda, notices, records,
reports and other documents (and all copies thereof) relating to the business of
the Company or any of its subsidiaries or affiliates, including, but not limited
to,  Confidential  Matters, which he may then possess or have under his control.
Notwithstanding  any  of the foregoing, the term "Confidential Matters" does not
include  information  which  (i) is or becomes generally available to the public
other  than  as  a  result  of  any  disclosure  by Employee or (ii) Employee is
compelled  to  disclose by judicial or administrative process; provided, that in
the  case  of  any  such  requirement  or  purported

                                        2
<PAGE>

requirement  Employee  shall  provide  written  notice  to  the Company prior to
producing  such  information, which notice shall be given at least ten (10) days
prior to the producing such information, if practicable, so that the Company may
seek  a  protective  order  or  other  appropriate  remedy.

     (b)     Competitive  Activities.  Employee  expressly  recognizes  and
             -----------------------
acknowledges that the terms and condition of this Section 6(b) are reasonable as
to  time,  area  and  scope  of  restricted  activity,  necessary to protect the
legitimate  interests of the Company, and are not unduly burdensome to Employee.
For  a  period  commencing  on  the Effective Date and ending twelve (12) months
following  the effective date of a termination of Employee's employment (for any
reason  whatsoever other than termination by the Company without Cause or if the
Company  elects not to renew the Term as provided in Section 2 hereof), Employee
shall  not,  without  the written consent of the Company, directly or indirectly
(whether  for  compensation  or  otherwise),  alone  or  as  officer,  director,
stockholder (excepting not more than 1% stockholdings for investment purposes in
securities of publicly held and traded companies), partner, associate, employee,
agent, principal, trustee, salesman, consultant, capacity, take any action in or
participate  with  or  become  interested  in  or  associated with the companies
commonly  referred  to  as  Cole/Pearl, Lenscrafter or Walmart (or any successor
thereto).  (Such  activities  are  hereinafter  referred  to as the "Competitive
Activities").

     (c)     Antisolicitation.  Employee  agrees  that  during  the Term of this
             ----------------
Agreement,  and  for a period of two (2) years thereafter, he will not influence
or  attempt  to influence customers (including customers with respect to managed
care plans), vendors or suppliers of the Company or any of its present or future
direct or indirect subsidiaries or affiliates, either directly or indirectly, to
divert  their  business  from  the  Company  or  any  of  its direct or indirect
subsidiaries  or affiliates to any individual, partnership, firm, corporation or
other  entity  then  in  competition  with  the  business  of the Company or any
subsidiary  or  affiliate  of  the  Company; provided this prohibition shall not
apply  to  general  advertisements  in  newspaper  or  other  widely distributed
publications,  media,  or  mail,  whether  electronic  or  otherwise.

(d)     Soliciting  Employees.  Employee  agrees  that  during  the Term of this
        ---------------------
Agreement,  and  for a period of two (2) years thereafter, he will not, directly
or  indirectly  contact or solicit to employ, or employ, any of the then current
or  past  employees of the Company or any subsidiary or affiliate of the Company
unless  such  person  shall  have  ceased to be employed by the Company and such
cessation  of  employment  shall have occurred at least twelve (12) months prior
thereto;  provided this prohibition shall not apply to general advertisements in
newspaper  or  other  widely  distributed  publications, media, or mail, whether
electronic  or  otherwise.

     7.     Remedies  for  Breach.  In  addition  to  the  rights  and  remedies
            ---------------------
provided  in  Section  14, and without waiving the same if Employee breaches, or
threatens  to breach, any of the provisions of Section 6, the Company shall have
the  following  rights  and  remedies,  in addition to any others, each of which
shall  be  independent  of  the  other  and  severally  enforceable:

      (i)     The right and remedy to have such provisions specifically enforced
by  any  court  having  equity  jurisdiction together with an accounting for any
benefit  or  gain  by  Employee  in  connection  with any such breach.  Employee
specifically acknowledges and agrees that any breach or threatened breach of the
provisions  of  Section  6 will cause irreparable injury to the

                                        3
<PAGE>

Company  and  that  money  damages  will  not  provide an adequate remedy to the
Company.  Such  injunction shall be available without the posting of any bond or
other  security.

(ii)     The right and remedy to require Employee to account for and pay over to
the  Company  all  compensation,  profits, monies, accruals, increments or other
benefits (hereinafter collectively the "Benefits") derived or received, directly
or indirectly, by Employee as a result of any transactions constituting a breach
of  any  of the provisions of Section 6, Employee hereby agreeing to account for
and  pay  over  the  Benefits  to  the  Company.

(iii)     The right to terminate Employee's employment pursuant to Section 8(c).

(iv)     Upon  discovery  by  the  Company of a breach or immediate and material
threatened  breach  of  Section  6, the right to immediately suspend payments to
Employee  under  Section  8,  pending  a  resolution  of  the  dispute.

     If  any covenant contained in Section 6 or any portion thereof is hereafter
construed  to  be  invalid  or  unenforceable,  the  same  shall  not affect the
remainder  of  the covenant or covenants contained therein, which shall be given
full  effect,  without  regard  to  the  invalid  portions, and any court having
jurisdiction  shall  reform  the  covenant  to the extent necessary to cause the
limitations  contained  therein  as  to  time,  geographical  area  and scope of
activity to be restrained to be reasonable and to impose a restraint that is not
greater  than  necessary  to protect the goodwill and other business interest of
the  Company and to enforce the covenant as reformed.  The parties hereto intend
to  and hereby confer jurisdiction to enforce the covenants contained in Section
6 upon the courts of any state or other jurisdiction in which any alleged breach
of any such covenant occurs.  If the courts of any of one or more of such states
or  other  jurisdictions  shall  hold  such  covenants not wholly enforceable by
reason  of  the  scope  thereof or otherwise, it is the intention of the parties
hereto  that such determination not bar or in any way affect the Company's right
to  the relief provided above in the courts of any other states or jurisdictions
as  to  breaches  of  such  covenants  in  such  other  respective  states  or
jurisdictions,  and  the  above  covenants  as  they  relate  to  each  state or
jurisdiction  being,  for  this  purpose, severable into diverse and independent
covenants.

     8.     Termination  of  Agreement.
            --------------------------

     (a)     Death.  This Agreement shall automatically terminate upon the death
             -----
of Employee.  During the Term, if Employee's employment is terminated due to his
death,  Employee's estate shall be entitled to receive the Base Salary set forth
in  Section  4  accrued through the date of death; provided, however, Employee's
estate shall not be entitled to any bonus payments (except as otherwise provided
in the applicable bonus plan) or any other benefits (except as provided by law).

     (b)     Disability.  If  Employee  is  unable  to  perform  his services by
             ----------
reason  of  mental  or  physical Disability (as herein defined), the Company may
terminate  this Agreement at any time. Upon termination of Employee's employment
due  to  Disability,  Employee  shall be entitled to receive the Base Salary set
forth  in Section 4 accrued through the date on which Employee is first eligible
to  receive  payment  of disability benefits under the employee benefit plans as
then

                                        4
<PAGE>

in  effect,  and  if  no  such  plan  is in effect, through the month ending one
hundred  eighty  (180)  days after onset of Disability and Employee shall not be
entitled  to  any bonus payments (except as otherwise provided in the applicable
bonus  plan)  or  any  other  benefits  (except  as  provided  by law). The term
"Disability"  shall  mean  an  infirmity preventing Employee from performing his
duties  for  a  period  of  more  than  three  (3)  consecutive  months where no
reasonable  accommodation is available or where a reasonable accommodation would
create  an  undue burden on the Company. Any question as to the existence of the
Disability  of  Employee as to which Employee and the Company cannot agree shall
be  determined  in  writing  by  a  qualified  independent  physician  mutually
acceptable  to  Employee and the Company. If the Employee and the Company cannot
agree  as  to  a  qualified  independent  physician,  each  shall appoint such a
physician  and  those  two  physicians  shall select a third who shall make such
determination in writing. The determination of Disability made in writing to the
Company  and  Employee  shall  be  final  and conclusive for all purposes of the
Agreement.

     (c)     Termination For Cause.  The Company may terminate this Agreement at
             ---------------------
any  time  for  "Cause"  in  accordance  with  the  procedures  provided  below.
Termination  of  this  Agreement for "Cause" shall mean termination upon (i) the
breach  of  any  material  provision of this Agreement by Employee which has not
been  rectified  or  cured  within  30  days  after notice by the Company to the
Employee  containing  in  reasonably specific detail the violation or breach and
the  necessary  corrective  action  to rectify or cure such violation or breach,
(ii)  commission  of an act punishable by imprisonment, (iii) willful failure to
substantially  perform  his duties hereunder (other than as a result of total or
partial  incapacity  due  to  physical  or  mental  illness)  which has not been
rectified  or  cured  within 30 days after notice by the Company to the Employee
containing in reasonably specific detail the acts or omissions complained of and
the necessary corrective action to rectify or cure the matters set forth in such
notice;  provided,  however, if the actions or omissions that are the subject of
such notice are substantially similar to acts or omissions with respect to which
the Employee has received notice hereunder within the prior 12 months and had an
opportunity  to  cure  or  rectify,  the  Employee shall not be entitled to such
notice and opportunity to cure, (iv) the engaging by Employee in conduct that is
materially injurious to the Company, monetarily or otherwise, including, without
limitation,  embezzlement,  fraud,  theft,  dishonesty,  misfeasance,
insubordination,  malfeasance,  and  neglect  of  duties,  (v)  violation of the
Company's  code  of  conduct or any material violation or repeated violations by
Employee  of  the other policies and procedures promulgated from time to time by
the Company, or (vi) current alcohol or drug abuse by Employee.  In the event of
termination  of  Employee's  employment for Cause, Employee shall be entitled to
receive  only the Base Salary set forth in Section 4 accrued through the date of
termination and he shall not be entitled to any bonus payments or other benefits
(except  as  provided  by  law).


     (d)     Other  Termination  by the Company.  The Company may terminate this
             ----------------------------------
Agreement  at  any time without "Cause" by providing written notice to Employee.
If  the Company terminates this Agreement at any time without Cause (i.e., other
than pursuant to Section 8(b) or 8(c) above), or the Company elects not to renew
the  Term  as  provided  in  Section 2 hereof, the Company shall continue to pay
Employee  his  Base Salary for a period of TWENTY-FOUR months following the date
of  termination  of  employment,  the  timing  and  manner  of

                                        5
<PAGE>

such payments to be in accordance with the salary payment arrangements in effect
at  the  time  of  such  termination.  Employee shall be required to comply with
Section  6.  It  shall  be  a condition precedent of payment to Employee of such
continued  payments  pursuant to this subsection (d) that the Employee execute a
full  and  complete release of the Company, each of its subsidiaries, affiliates
and  their  respective  past, present and future officers, directors, employees,
consultants,  attorneys,  agents  and  shareholders,  in  form  and  substance
reasonably  acceptable  to  the Company, of any claims Employee may have against
any  of  them,  to  the  extent  such  claims  arise  from Employee's employment
hereunder.  Notwithstanding any provision in this Agreement to the contrary, the
Company's  obligations  to  make  payments  pursuant  to this Section 8(d) shall
immediately  terminate  in  the  event  that  the Employee engages in any of the
Competitive  Activities  (even  if  Section  6(b)  is  not  applicable  due  to
termination  of  employment  without  Cause).

     (e)     Termination  by  Employee.  Employee  may  terminate this Agreement
             -------------------------
upon thirty (30) days prior written notice to the Company.  Termination shall be
effective  at  the  expiration  of  the  notice  period.  All obligations of the
Company  under this Agreement shall end on the effective date of termination and
the  Company  shall have no further obligations under this Agreement, including,
but  not  limited  to  payment of salary, bonuses or any similar compensation or
benefits.  Notwithstanding  the notice provided by Employee, the Company, in its
sole  discretion,  may  choose to accept Employee's resignation immediately.  In
that  event,  the  Company's only obligation to Employee will be to pay the Base
Salary  Employee  would  have  received  during  the  notice  period.

     (f)     Mitigation.  Employee  shall not be required to mitigate the amount
             ----------
of  any payment or benefit to be provided pursuant to Section 8(d) ("Severance")
by  seeking  other  employment.  However,  anything  in  this  Agreement
notwithstanding,  if Employee provides services for other than de minimus pay to
anyone  other  than the Company or any of its subsidiaries or affiliates ("Third
Party  Services")  during  a period in which he is receiving such Severance (the
"Severance Period"), the amount of Severance to be paid to Employee with respect
to  such  Severance  Period  shall, beginning on the date such payment for Third
Party  Services  is  received by employee, be reduced by the lesser of (i) fifty
percent  (50%)  of  such  Severance payment, or (ii) fifty percent (50%) of such
payment  for  Third  Party  Services  rendered.

     9.     Effect  of  Termination.  Upon  the  termination  of this Agreement,
            -----------------------
whether  by  the  expiration  of  the Term specified in Section 2 or pursuant to
Section  8, the rights of Employee which shall have accrued prior to the date of
such  termination  shall  not  be  affected  in  any way.  Except as provided in
Section  8(d),  Employee  shall  not  have  any rights which have not previously
accrued  upon  termination  of  this  Agreement.


     10.  Communications.  All  notices  and  other  communications  under  this
Agreement  shall  be in writing and shall be deemed to have been duly given when
(a)  delivered by hand (with written confirmation of receipt), (b) when received
by  the addressee, if sent by a nationally recognized overnight delivery service
(receipt  requested),  in each case to the respective addresses set forth below,
or  to  such  other  addresses  as  either  party  may  have

                                        6
<PAGE>

furnished  to the other in writing in accordance herewith, except that notice of
a change of address shall be effective only upon actual receipt; to the Company:
the  Company,  at  c/o Eye Care Centers of America, Inc., 11103 West Avenue, San
Antonio,  Texas  78213-1392,for  the attention of David McComas, Chief Executive
Officer,;  and  to Employee: George Gebhardt, 12 Encinoso, San Antonio,TX 78261.

     11.     Amendments  or  Additions.  No  amendments  or  additions  to  this
             -------------------------
Agreement  shall  be binding unless in writing and signed by all parties hereto.

     12.     Binding  Effect;  Assignability.  This  Agreement  shall be binding
             -------------------------------
upon,  and  shall inure to the benefit of, Employee; the obligations of Employee
hereunder are personal and this Agreement may not be assigned by Employee.  This
Agreement  is  completely assignable by the Company without notice to or consent
of  Employee.  This  Agreement  shall  be  binding  upon, and shall inure to the
benefit  of,  the  Company  and  shall also bind and inure to the benefit of any
successor  of  the  Company by merger or consolidation or any assignee of all or
substantially  all  of  its  properties.

     13.     Headings;  References.  The  headings  used  in  this Agreement are
             ---------------------
included  solely  for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.  References to a "Section" when used
without  further  attribution  shall  refer  to  the particular sections of this
Agreement.

     14.     Binding  Arbitration.  Subject  to  the rights of any party to seek
             ---------------------
injunctive  relief pursuant to Section 7 above and without waiving the same, the
parties  agree  that  all disputes, controversies or claims that may arise among
them  (including their agents and employees), arising out of or relating to this
Agreement,  or the breach, termination or invalidity thereof, shall be submitted
to, and determined by, binding arbitration.  Such arbitration shall be conducted
before  a single arbitrator pursuant to the Commercial Arbitration Rules then in
effect  of the American Arbitration Association, except to the extent such rules
are  inconsistent  with this Section 14.  The arbitrator shall apply the laws of
the  State of Texas (without regard to conflict of law rules) in determining the
substance  of  the  dispute,  controversy  or claim and shall decide the same in
accordance  with  applicable  usages  and  terms  of  trade.  The  fees  of  the
arbitration  initially  shall  be  paid  one-half by the Company and one-half by
Employee;  provided,  however, that the prevailing party in any such arbitration
shall  be entitled to recover its reasonable attorneys' fees, costs and expenses
incurred  in  connection  with  the  arbitration.  Any  award  pursuant  to such
arbitration  shall  be  final  and binding upon the parties, and judgment on the
award  may  be entered in any federal or state court sitting in any court having
jurisdiction.  The  obligations  set  forth in this Section 14 shall survive the
termination  of  this  Agreement.  THE  COMPANY  AND EMPLOYEE EACH KNOWINGLY AND
VOLUNTARILY GIVE UP ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE,
CLAIM  OR  CONTROVERSY  WHICH  MAY  ARISE  BETWEEN  THEM.

     15.     Miscellaneous.  No  provision  of  this  Agreement may be modified,
             -------------
waived  or discharged unless such waiver, modification or discharge is agreed to
in  writing  and  signed  by  Employee  and  such officer as may be specifically
designated  by  the  Board.  No waiver by either party hereto at any time of any
breach  by  the  other  party  hereto  of,  or compliance with, any condition or
provision  of this Agreement to be performed by such other party shall be deemed
a

                                        7
<PAGE>

waiver  of  similar or dissimilar provisions or conditions at the same or at any
prior  or subsequent time.  No agreements or representations, oral or otherwise,
express  or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement.  The validity,
interpretation, construction and performance of this Agreement shall be governed
by  the  laws  of  the  State  of  Texas  without regard to its conflicts of law
principles.

     16.     Surviving Provisions.  The obligations of the Company under Section
             --------------------
8,  of  Employee  under  Section  6,  and of both the Company and Employee under
Section  14  shall  survive  the  expiration  of  the  Term  of  this Agreement.

     17.     Entire  Agreement.  This  Agreement  shall  constitute  the  entire
             -----------------
agreement  between  the  parties  superseding all prior agreements and all other
negotiations, letter of intent, memoranda of understandings, and representations
(if any) made by and among such parties, and may not be modified or amended, and
no  waiver shall be effective, unless by written document signed by both parties
hereto.  Notwithstanding its foregoing, the parties agree that the provisions of
Section  6  shall be in addition to, and shall not supersede, similar provisions
contained  in  the Stock Purchase Agreement.  The Company and Employee have each
had  an  opportunity to consult with counsel of their choice regarding the terms
and  conditions  of  this  Agreement,  and  each understands the consequences of
entering  into  and  complying  with  the terms and conditions of the Agreement.

     18.     Pronouns.  In this Agreement, the use of any gender shall be deemed
             --------
to  include  all  genders, and the use of the singular shall include the plural,
wherever  it  appears  appropriate  from  the  context.

     19.     Enforcement  Costs.  If  any  legal  action  or  other  proceeding,
             ------------------
including  arbitration,  is  brought  for  the enforcement of this Agreement, or
because  of  an  alleged  dispute,  breach,  default  or  misrepresentation  in
connection  with  any  provisions  of  this  Agreement,  the prevailing party or
parties shall be entitled to recover reasonable attorneys' fees, court costs and
all  expenses  even  if  not  taxable as court costs, incurred in that action or
proceeding,  in  addition to any other relief to which such party or parties may
be  entitled.

     20.     Severability.  The  provisions  of  this  Agreement shall be deemed
             ------------
severable  and  the  invalidity  or  unenforceability of any provision shall not
affect  the  validity  or enforceability of the other provisions hereof.  Except
that  to  the  extent  any  court  determines  that  Section  6  is  invalid  or
unenforceable,  in  this  event  the  Company  shall  be relieved of its payment
obligations  to  Employee  under  Section  8.

     21.     Indemnification.  Employee shall be entitled to indemnification, in
             ---------------
has  capacity  as an officer of the Company in accordance with the provisions of
the  Company's  certificate of incorporation, bylaws or actions of the Board, as
the same shall be in effect from time to time, and Employee shall be entitled to
the  protection  of  any  insurance  policies  the Company may elect to maintain
generally  for  the  benefit  of  its  officers  or  directors.

                                        8
<PAGE>

     22.     Counterparts.  This  Agreement  may  be  executed  in  one  or more
             ------------
counterparts,  each of which shall be deemed to be an original and all of which,
taken  together,  shall  constitute  one  and  the  same  instrument.

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


                                               Eye Care Centers of America, Inc.

                                                 By: ___________________________
                                                                   David McComas
                                              Chairman & Chief Executive Officer


                                                                       EMPLOYEE:

                                                 _______________________________
                                                                 George Gebhardt
                                                  EVP Merchandising/Construction

                                        9
<PAGE>


</TEXT>
</DOCUMENT>
