10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2008.

OR

¨ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 33 - 70572

EYE CARE CENTERS OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

TEXAS	74-2337775
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification number)

11103 WEST AVENUE

SAN ANTONIO, TEXAS 78213

(Address of principal executive offices, including zip code)

(210) 340-3531

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes   x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  x	Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes  ¨                                         No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:

Class	Outstanding at May 9, 2008
Common Stock, $.01 par value	10,000 shares

EYE CARE CENTERS OF AMERICA, INC.

TABLE OF CONTENTS

FORM 10-Q REPORT

MARCH 29, 2008

INDEX

		Page Number
Part I - Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets at December 29, 2007 (Unaudited) and March 29, 2008 (Unaudited)	2
	Condensed Consolidated Statements of Operations for the Thirteen Weeks Ended March 31, 2007 (Unaudited) and the Thirteen Weeks Ended March 29, 2008 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended March 31, 2007 (Unaudited) and the Thirteen Weeks Ended March 29, 2008 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements	5-13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14-24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
Part II - Other Information
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 6.	Exhibits	27

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EYE CARE CENTERS OF AMERICA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

	December 29, 2007		March 29, 2008
	(Unaudited)		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,637	$	22,115
Accounts and notes receivable, net		10,323		12,423
Inventory, net		32,933		32,473
Deferred income taxes, net		1,606		1,606
Prepaid expenses and other		9,089		8,369
Total current assets		59,588		76,986
PROPERTY & EQUIPMENT, net		62,466		65,509
GOODWILL		523,377		523,377
OTHER ASSETS		7,876		7,774
DEFERRED INCOME TAXES, net		16,255		16,255
Total assets	$	669,562	$	689,901
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable	$	21,142	$	25,113
Current maturities of long-term debt		2,255		2,310
Deferred revenue		3,655		3,890
Accrued taxes		10,496		19,329
Accrued payroll expense		10,847		7,828
Accrued interest		6,700		1,871
Other accrued expenses		6,126		6,564
Total current liabilities		61,221		66,905
LONG TERM DEBT, less current maturities		255,950		255,407
OTHER LONG-TERM LIABILITIES		5,835		6,458
Total liabilities		323,006		328,770
SHAREHOLDER'S EQUITY:
Common stock		—		—
Additional paid-in capital		317,152		317,152
Retained earnings		29,404		43,979
Total shareholder's equity		346,556		361,131
	$	669,562	$	689,901

See Notes to Consolidated Financial Statements

2

EYE CARE CENTERS OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)

	Thirteen Weeks Ended
	March 31, 2007		March 29, 2008
	(Unaudited)		(Unaudited)
NET REVENUES:
Optical sales	$	131,621	$	146,023
Management fee		864		928
Total net revenues		132,485		146,951
OPERATING COSTS AND EXPENSES:
Cost of goods sold		41,259		47,601
Selling, general and administrative expenses		62,211		69,016
Total operating costs and expenses		103,470		116,617
INCOME FROM OPERATIONS		29,015		30,334
INTEREST EXPENSE, NET		6,726		5,418
INCOME BEFORE INCOME TAXES		22,289		24,916
INCOME TAX EXPENSE		8,926		10,341
NET INCOME	$	13,363	$	14,575

See Notes to Consolidated Financial Statements

3

EYE CARE CENTERS OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

	Thirteen Weeks Ended
	March 31, 2007			March 29, 2008
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	13,363		$	14,575
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,413			4,573
Amortization of debt issue costs		58			81
Deferred liabilities and other		2,006			858
Increase in operating assets and liabilities		498			4,578
Net cash provided by operating activities		20,338			25,101
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment, net		(5,437	)		(7,641	)
Net cash used in investing activities		(5,437	)		(7,641	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt and capital leases		(19,095	)		(546	)
Net cash used in financing activities		(19,095	)		(546	)
NET INCREASE (DECREASE) IN CASH		(4,194	)		16,478
CASH AND CASH EQUIVALENTS, beginning of period		13,860			5,637
CASH AND CASH EQUIVALENTS, end of period	$	9,666		$	22,115

See Notes to Consolidated Financial Statements

4

EYE CARE CENTERS OF AMERICA, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS

1. Basis of Presentation

The Unaudited Condensed Consolidated Financial Statements of Eye Care Centers of America, Inc. which is referred to as the “Company,” “we,” “our” and “us” herein, include all of our accounts, our wholly owned subsidiaries’ accounts and certain private optometrists’ accounts for whom we perform management services (the “ODs”). All significant intercompany accounts and transactions have been eliminated in consolidation. The fiscal year end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information reflects all normal and recurring adjustments which in the opinion of the Company’s management are necessary for a fair presentation of the financial position of the Company and its results of operations for the interim periods set forth herein.

Operating results for the thirteen weeks ended March 29, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ended January 3, 2009 (“fiscal 2008”). For further information, refer to the consolidated financial statements and footnotes thereto included in the Eye Care Centers of America, Inc.’s annual report on Form 10-K for the year ended December 29, 2007 (“fiscal 2007”).

2. Critical Accounting Policies

Critical accounting policies are those that require us to make assumptions that are difficult or complex about matters that are uncertain and may change in subsequent periods, resulting in changes to reported results.

The majority of our accounting policies do not require us to make difficult, subjective or complex judgments or estimates or the variability of the estimates is not material. However, the following policies could be deemed critical. We have discussed these critical accounting policies with the audit committee of the Board of Directors.

• Accounts receivable are primarily from third party payors related to the sale of eyewear and include receivables from insurance reimbursements, optometrist management fees, credit card companies, merchandise, rent and license fee receivables. Our allowance for doubtful accounts requires significant estimation and primarily consists of amounts owed to us by third party insurance payors. This estimate is based on the historical ratio of collections to billings. Our allowance for doubtful accounts was $2.2 million at December 29, 2007 and March 29, 2008, respectively.

• Inventory consists principally of eyeglass frames, ophthalmic lenses and contact lenses and is stated at the lower of cost or market. Cost is determined using the weighted average method which approximates the first-in, first-out (“FIFO”) method. Our inventory reserves require

5

significant estimation and are based on product with low turnover or deemed by us to be unsaleable. Our inventory reserve was $2.1 million at December 29, 2007 and March 29, 2008, respectively.

• Goodwill represents approximately 76% of our assets and consists of the amount by which the purchase price exceeds the market value of acquired net assets. Goodwill must be tested for impairment at least annually using a “two-step” approach that involves the identification of reporting units and the estimation of fair values. This fair value estimation requires significant judgment by us.

• Valuation allowances for deferred tax assets reduce deferred tax assets when it is deemed more likely than not that some portion or all of the deferred tax assets will expire before realization of the benefit or that future deductibility is not probable due to taxable losses. Although realization is not assured due to historical taxable income and the probability of future taxable income, we believe it is more likely than not that all of the deferred tax asset will be realized.

• We maintain our own self-insurance group health plan. The plan provides medical benefits for participating employees. We have an employers’ stop loss insurance policy to cover individual claims in excess of $200,000 per employee. The amount charged to health insurance expense is based on estimates obtained from an actuarial firm. We believe the accrued liability of approximately $1.0 million, which is included in other accrued expenses as of December 29, 2007 and March 29, 2008, respectively, is adequate to cover future benefit payments for claims that occurred prior to the period end.

3. Related Party Transactions

Highmark. On August 1, 2006, ECCA Holdings Corporation was merged with a wholly-owned subsidiary of HVHC Inc. (“HVHC”), a subsidiary of Highmark Inc. (“Highmark”), with ECCA Holdings being the surviving corporation and becoming a wholly-owned subsidiary of HVHC (the “Highmark Acquisition”). Eye Care Centers of America, Inc. is owned by ECCA Holdings and as a result of the merger became an indirect wholly-owned subsidiary of Highmark. In June 2007, we began contracting our employees’ health insurance through Highmark. We paid Highmark and its affiliates $1.0 million for management fees, $2.5 million for insurance claims and $0.2 million for administrative and other expenses during the thirteen weeks ended March 29, 2008.

We are wholly-owned by HVHC. HVHC also owns Davis Vision, Inc. (“Davis”), a national vision managed care and optical retail company, and Viva Optique, Inc. (“Viva”), an international designer and distributor of eyewear and sunwear. During the thirteen weeks ended March 31, 2007, we recorded revenue of $4.2 million related to managed care reimbursements due from Davis and had a $0.4 million receivable related to these revenues at March 31, 2007. During the thirteen weeks ended March 29, 2008, we recorded revenue of $4.9 million related to managed care reimbursements due from Davis and have a $1.8 million receivable related to these revenues at March 29, 2008. We purchased $2.3 million and $2.7 million in frame product from Viva during the thirteen weeks ended March 31, 2007 and March 29, 2008, respectively. We recorded cost of goods sold related to products purchased from Viva that were sold to our customers of $0.9 million and $2.8 million during the thirteen weeks ended March 31, 2007 and March 29, 2008, respectively.

6

4. Income Taxes

We record income taxes under SFAS No. 109 using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Income tax expense increased to $10.3 million for the thirteen weeks ended March 29, 2008 from $8.9 million for the thirteen weeks ended March 31, 2007. This increase is mainly due to the increase in income before taxes in fiscal 2008.

In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, which is based on our expected annual income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. This includes recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns to the extent pervasive evidence exists that they will be realized in future periods. The deferred tax balances are adjusted to reflect tax rates by tax jurisdiction, based on currently enacted tax laws, which are expected to be in effect in the years in which the temporary differences are expected to reverse. In accordance with our income tax policy, significant or unusual items are separately recognized in the quarter in which they occur.

The Company adopted the provisions of FIN 48 on December 31, 2006. At March 29, 2008, the Company had approximately $3.2 million of gross liabilities related to unrecognized tax benefits (composed of $2.3 million of gross unrecognized tax benefits and accrued interest and penalties of $0.9 million) which would affect our effective tax rate if recognized. The Company does not expect that there will be any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

Balance at December 29, 2007	$	2,793
Additions based on tax provisions related to the prior year		375
Additions based on tax provisions related to the current year		187
Additions based on tax provisions related to the prior year		(174	)
Balance at March 29, 2008	$	3,181

An IRS audit of the fifty-nine day period ended March 1, 2005 was completed in fiscal 2006 with no material impact on income taxes. With the exception of this audit, the tax years 2003 through 2006 remain open to examination by the Internal Revenue Service. Additionally, the Company operates in multiple taxing jurisdictions and is subject to various state income tax examinations for the 2003 through 2007 calendar tax years. The Company is not currently under any state or federal income tax examinations.

5. Supplemental Disclosure of Cash Flow Information (dollars in thousands)

	Thirteen Weeks Ended
	March 31, 2007		March 29, 2008
	(Unaudited)		(Unaudited)
Cash paid for interest	$	11,600	$	10,024
Cash paid for taxes	$	203	$	847

7

6. Accounting Standards and Disclosures

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. For financial assets and liabilities, this statement is effective for fiscal periods beginning after November 15, 2007 and does not require any new fair value measurements. In February 2008, the FASB Staff Position No. 157-1 and No. 157-2 were issued which delayed the effective date of FASB Statement No. 157 to fiscal years ending after November 15, 2008 for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Our adoption of SFAS No. 157 as of December 30, 2007 did not have a material effect on the consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115.” This statement permits entities to choose to measure many financial instruments and certain other items at fair value. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, including interim periods within that fiscal year. The Company did not elect the fair value option for any of its existing financial instruments as of March 31, 2008 and the Company has not determined whether or not it will elect this option for financial instruments it may acquire in the future.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 requires that a noncontrolling interest in a subsidiary be reported as equity and the amount of consolidated net income specifically attributable to the noncontrolling interest be identified in the consolidated financial statements. It also requires consistency in the manner of reporting changes in the parent’s ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a deconsolidation. The Company will apply the provisions of this statement prospectively, as required, beginning on January 1, 2009 and does not expect the adoption of SFAS 160 to have a material effect on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. In general, the statement 1) broadens the guidance of SFAS No. 141, extending its applicability to all events where one entity obtains control over one or more other businesses, 2) broadens the use of fair value measurements used to recognize the assets acquired and liabilities assumed, 3) changes the accounting for acquisition related fees and restructuring costs incurred in connection with an acquisition, and 4) increases required disclosures. The Company will apply the provisions of this statement prospectively to business combinations for which the acquisition date is on or after January 1, 2009.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 with the intent to provide users of financial statements with an enhanced understanding of: 1) How and why an entity uses derivative instruments; 2) How derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations and 3) How derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is currently assessing the impact SFAS No. 161 would have on the Company’s consolidated financial statements, if the Company were to adopt it.

8

7. Condensed Consolidating Information

On February 4, 2005, we issued $152.0 million aggregate principal amount of our 10  ³/4% Senior Subordinated Notes (the “Initial Notes”) due 2015. The Company filed a registration statement with the Securities and Exchange Commission with respect to an offer to exchange the Initial Notes for notes which have terms substantially identical in all material respects to the Initial Notes, except such notes are freely transferable by the holders thereof and are issued without any covenant regarding registration (the “Notes”). The registration statement was declared effective on September 26, 2005. The exchange period ended October 31, 2005. The Notes are the only notes of the Company which are currently outstanding.

The Notes were issued by us and are guaranteed by all of our subsidiaries (the “Guarantor Subsidiaries”) but are not guaranteed by the ODs. The subsidiaries are wholly owned by us and the guarantees are full, unconditional and joint and several.

Presented on the following pages are condensed consolidating financial statements for the Company (the issuer of the Notes), the subsidiary guarantors and the non-guarantor subsidiaries as of and for the thirteen weeks ended March 29, 2008. The equity method has been used with respect to the Company’s investments in its subsidiaries.

As of March 29, 2008, the guarantor subsidiaries include Enclave Advancement Group, Inc., ECCA Managed Vision Care, Inc., Visionworks, Inc. Visionary Retail Management, Inc., Visionary Properties, Inc., Vision World, Inc., Stein Optical, Inc., Eye DRx Retail Management, Inc., Visionary Lab Services, Ltd., EyeMasters of Texas, Ltd., EyeMasters, Inc., ECCA Management Services, Ltd., ECCA Distribution Services, Ltd., ECCA Enterprises, Inc., ECCA Management Investments, Inc., ECCA Management, Inc., EyeMasters of Texas Investments, Inc., EyeMasters of Texas Management, Inc., ECCA Distribution Investments, Inc., ECCA Distribution Management, Inc., Visionary Lab Investments, Inc., Visionary Lab Management, Inc., Dr. Mark Lynn & Associates, PLLC, Visionworks Holdings, Inc., Metropolitan Vision Services, Inc., Hour Eyes, Inc., Eye Care Holdings, Inc.

The following condensed consolidating financial information presents (i) our financial position, results of operations and cash flows, as parent, as if we accounted for our subsidiaries using the equity method, (ii) the Guarantor Subsidiaries, and (iii) ODs. There were no transactions between the subsidiaries during any of the periods presented. Separate financial statements of the subsidiaries are not presented herein as we do not believe that such statements would be material to investors.

9

Condensed Consolidating Balance Sheet

December 29, 2007

(in thousands)

	Parent			Guarantor Subsidiaries			ODs			Eliminations			Consolidated Company
ASSETS
Current assets:
Cash and cash equivalents	$	(53	)	$	5,211		$	479		$	—		$	5,637
Accounts and notes receivable		130,634			8,299			2,437			(131,047	)		10,323
Inventory		—			31,053			1,880			—			32,933
Deferred income taxes, net		1,606			—			—			—			1,606
Prepaid expenses and other		(190	)		9,231			48			—			9,089
Total current assets		131,997			53,794			4,844			(131,047	)		59,588
Property and equipment		—			62,466			—			—			62,466
Goodwill		416,095			107,195			87			—			523,377
Other assets		7,544			329			3			—			7,876
Deferred income taxes, net		16,255			—			—			—			16,255
Investment in subsidiaries		96,085			—			—			(96,085	)		—
Total Assets	$	667,976		$	223,784		$	4,934		$	(227,132	)	$	669,562
LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	43,412		$	106,817		$	1,960		$	(131,047	)	$	21,142
Current portion of long-term debt		1,650			605			—			—			2,255
Deferred revenue		—			2,567			1,088			—			3,655
Accrued payroll expense		—			9,898			949			—			10,847
Accrued taxes		11,248			(1,791	)		1,039			—			10,496
Accrued interest		6,700			—			—			—			6,700
Other accrued expenses		361			5,453			312			—			6,126
Total current liabilities		63,371			123,549			5,348			(131,047	)		61,221
Long-term debt, less current maturities		255,588			362			—			—			255,950
Other long-term liabilities		2,461			3,340			34			—			5,835
Total liabilities		321,420			127,251			5,382			(131,047	)		323,006
Shareholders equity (deficit):
Common stock		—			—			—			—			—
Additional paid-in capital		317,152			—			—			—			317,152
Accumulated equity (deficit)		29,404			96,533			(448	)		(96,085	)		29,404
Total shareholders equity (deficit)		346,556			96,533			(448	)		(96,085	)		346,556
	$	667,976		$	223,784		$	4,934		$	(227,132	)	$	669,562

10

Condensed Consolidating Statement of Operations

For the Thirteen Weeks Ended March 31, 2007

(in thousands)

	Parent		Guarantor Subsidiaries			ODs			Eliminations			Consolidated Company
Revenues:
Optical sales	$	—	$	103,088		$	28,533		$	—		$	131,621
Management fees		—		15,957			—			(15,093	)		864
Equity earnings in subsidiaries		29,704		—			—			(29,704	)		—
Total net revenues		29,704		119,045			28,533			(44,797	)		132,485
Operating costs and expenses:
Cost of goods sold		—		30,936			10,323			—			41,259
Selling, general and administrative expenses		514		53,953			22,837			(15,093	)		62,211
Total operating costs and expenses		514		84,889			33,160			(15,093	)		103,470
Income from operations		29,190		34,156			(4,627	)		(29,704	)		29,015
Interest expense, net		6,901		(175	)		—			—			6,726
Income tax expense		8,926		(934	)		934			—			8,926
Net income	$	13,363	$	35,265		$	(5,561	)	$	(29,704	)	$	13,363

Condensed Consolidating Statements of Cash Flows

For the Thirteen Weeks Ended March 31, 2007

(in thousands)

	Parent			Guarantor Subsidiaries			ODs			Eliminations			Consolidated Company
Cash flows from operating activities:
Net income	$	13,363		$	35,265		$	(5,561	)	$	(29,704	)	$	13,363
Adjustments to reconcile net income to net
Cash provided by (used in) operating activities:
Depreciation and amortization		204			4,209			—			—			4,413
Amortization of debt issue costs		58			—			—			—			58
Deferred liabilities and other		—			1,570			436			—			2,006
Equity earnings in subsidiaries		(29,704	)		—			—			29,704			—
Increase/(decrease) in operating assets and liabilities		34,908			(39,219	)		4,809			—			498
Net cash provided by (used in) operating activities		18,829			1,825			(316	)		—			20,338
Cash flows from investing activities:
Acquisition of property and equipment		—			(5,437	)		—			—			(5,437	)
Net cash used in investing activities		—			(5,437	)		—			—			(5,437	)
Cash flows from financing activities:
Payments on debt and capital leases		(19,001	)		(94	)		—			—			(19,095	)
Net cash used in financing activities		(19,001	)		(94	)		—			—			(19,095	)
Net decrease in cash and cash equivalents		(172	)		(3,706	)		(316	)		—			(4,194	)
Cash and cash equivalents at beginning of period		279			12,994			587			—			13,860
Cash and cash equivalents at end of period	$	107		$	9,288		$	271		$	—		$	9,666

11

Condensed Consolidating Balance Sheet

March 29, 2008

(in thousands)

	Parent			Guarantor Subsidiaries			ODs			Eliminations			Consolidated Company
ASSETS
Current assets:
Cash and cash equivalents	$	(71	)	$	21,886		$	300		$	—		$	22,115
Accounts and notes receivable		118,921			12,892			2,876			(122,266	)		12,423
Inventory		—			30,645			1,828						32,473
Deferred income taxes		1,606			—			—						1,606
Prepaid expenses and other		(313	)		8,635			47						8,369
Total current assets		120,143			74,058			5,051			(122,266	)		76,986
Property and equipment		—			65,509			—						65,509
Goodwill		416,095			107,195			87						523,377
Other assets		7,445			331			(2	)					7,774
Deferred income taxes		16,255			—			—						16,255
Investment in subsidiaries		127,884			—			—			(127,884	)		—
Total assets	$	687,822		$	247,093		$	5,136		$	(250,150	)	$	689,901
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities:
Accounts payable	$	43,652		$	101,526		$	2,201		$	(122,266	)	$	25,113
Current portion of long-term debt		1,650			660			—			—			2,310
Deferred revenue		—			2,735			1,155			—			3,890
Accrued taxes		21,585			(2,851	)		595			—			19,329
Accrued payroll expense		—			6,876			952			—			7,828
Accrued interest		1,865			6			—			—			1,871
Other accrued expenses		245			5,997			322			—			6,564
Total current liabilities		68,997			114,949			5,225			(122,266	)		66,905
Long-term debt, less current maturities		255,233			174			—			—			255,407
Other long-term liabilities		2,461			3,959			38			—			6,458
Total liabilities		326,691			119,082			5,263			(122,266	)		328,770
Shareholders equity
Common stock		—			—			—			—			—
Additional paid-in capital		317,152			—			—			—			317,152
Retained earnings		43,979			128,011			(127	)		(127,884	)		43,979
Total shareholders equity		361,131			128,011			(127	)		(127,884	)		361,131
	$	687,822		$	247,093		$	5,136		$	(250,150	)	$	689,901

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Condensed Consolidating Statement of Operations

For the Thirteen Weeks Ended March 29, 2008

(in thousands)

	Parent		Guarantor Subsidiaries			ODs		Eliminations			Consolidated Company
Revenues:
Optical sales	$	—	$	115,985		$	30,038				$	146,023
Management fees		—		11,433					(10,505	)		928
Equity earnings in subsidiaries		31,799							(31,799	)		—
Total net revenues		31,799		127,418			30,038		(42,304	)		146,951
Operating costs and expenses:
Cost of goods sold		—		36,840			10,761					47,601
Selling, general and administrative expenses		1,434		59,131			18,956		(10,505	)		69,016
Total operating costs and expenses		1,434		95,971			29,717		(10,505	)		116,617
Income from operations		30,365		31,447			321		(31,799	)		30,334
Interest expense, net		5,449		(31	)		—		—			5,418
Income tax expense		10,341		—			—		—			10,341
Net income	$	14,575	$	31,478		$	321	$	(31,799	)	$	14,575

Condensed Consolidating Statements of Cash Flows

For the Thirteen Weeks Ended March 29, 2008

(in thousands)

	Parent			Guarantor Subsidiaries			ODs			Eliminations			Consolidated Company
Cash flows from operating activities:
Net income	$	14,575		$	31,478		$	321		$	(31,799	)	$	14,575
Adjustments to reconcile net income to net
Cash provided by (used in) operating activities:
Depreciation and amortization		77			4,496			—			—			4,573
Amortization of debt issue costs		81			—			—			—			81
Deferred liabilities and other		—			787			71			—			858
Equity earnings in subsidiaries		(31,799	)		—			—			31,799			—
Increase/(decrease) in operating assets and liabilities		17,461			(12,312	)		(571	)					4,578
Net cash provided by (used in) operating activities		395			24,449			(179	)		—			24,665
Cash flows from investing activities:
Acquisition of property and equipment		—			(7,641	)		—			—			(7,641	)
Net cash used in investing activities		—			7,641			—			—			7,641
Cash flows from financing activities:
Payments on debt and capital leases		(413	)		(133	)		—			—			(546	)
Net cash used in financing activities		(413	)		(133	)		—			—			(546	)
Net decrease in cash and cash equivalents		(18	)		16,675			(179	)		—			16,478
Cash and cash equivalents at beginning of period		(53	)		5,211			479			—			5,637
Cash and cash equivalents at end of period	$	(71	)	$	21,886		$	300		$	—		$	22,115

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain statements contained herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report regarding our financial position, business strategy, budgets and plans and objectives of management for future operations are forward-looking statements. These forward-looking statements may relate to, among other things, our future performance generally, business development activities, strategy, projected synergies, future capital expenditures, financing sources and availability and the effects of regulation and competition. When used in this report, the words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “may,” “will” or “should” or, in each case, their negative and similar expressions are generally intended to identify forward-looking statements although not all forward-looking statements contain such identifying words.

You should not place undue reliance on these forward-looking statements, which reflect our management’s view and various assumptions only as of the date of this report. Because these forward-looking statements involve risks and uncertainties, many of which are beyond our control, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including our assumptions, plans, objectives, expectations and intentions with respect to the following:

• our competitive environment;

• the cost and effect of legal, tax or regulatory proceedings;

• changes in general economic conditions;

• changes to our regulatory environment;

• our ability to maintain our relationships with optometrists;

• franchise claims by optometrists;

• our ability to build and maintain managed vision care plans;

• reduction of third-party reimbursement;

• technological advances in vision care;

• conflicts of interest between our controlling shareholder and noteholders;

• failure to realize anticipated cost savings;

• exposure to liability claims if we are unable to obtain adequate insurance;

• changes in general industry and market conditions and growth rates;

• loss of key management personnel;

• changes in accounting policies applicable to our business;

• the impact of unusual items resulting from the implementation of new business strategies, acquisitions and divestitures or future restructuring activities;

• our substantial indebtedness;

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• restrictions imposed on our business by the terms of our indebtedness;

• our ability to fund our capital requirements;

• long-term impact of laser surgery on the optical industry;

• our ability to open new stores and the financial impact derived from those openings; and

• our ability to implement and maintain our merchandising and marketing business strategy.

In light of these risks, uncertainties and assumptions, the forward-looking statements and events discussed in this report might not occur. You should assume the information appearing in this report is accurate only as of the date on the front cover of this report, as our business, financial condition, results of operations and prospects may have changed since that date. Unless required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Some of these risks, uncertainties, assumptions and other factors can be found in our filings with the Securities and Exchange Commission, including the factors discussed under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 29, 2007 (“2007 Form 10-K”) and any updated thereto in our Forms 10-Q.

Introduction

The following MD&A section is intended to help the reader better understand our results of operations and financial condition. This section is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes to thereto contained elsewhere in this report and our MD&A section, financial statements and accompanying notes to financial statements in our 2007 Form 10-K.

We are the third largest operator of optical retail stores in the United States as measured by revenue. We currently operate 413 stores in 36 states, including 346 directly-owned stores and 67 stores owned by an optometrist’s professional entity (an “OD PC”), which we manage under long-term management agreements. Our consolidated financial information includes the results of our 346 directly-owned stores, as well as the results of 54 of the 67 stores operated by an OD PC. The remaining 13 stores operated by an OD PC are not consolidated and we recognize as management fee revenue only the cash flows we earn pursuant to the terms of management agreements for those 13 OD PC-operated stores.

Our net revenues are comprised of optical sales, net of discounts and promotions, from our 400 consolidated stores as well as management fees from the 13 stores owned by OD PCs that are not consolidated in our results. Optical sales include sales of frames, lenses (including lens treatments), contact lenses and eyeglass warranties at all of our 400 consolidated stores, as well as the professional fees of the optometrists at 213 of the stores. These 213 stores include 116 stores where the optometrist is our employee or an independent contractor, the 54 stores operated by an OD PC that are consolidated in our results and the 43 stores with independent optometrists for whom we provide management services. The management fees from the 13 unconsolidated OD PC-operated stores are based on the performance of the stores.

Our operating costs and expenses are comprised of costs of goods sold and selling, general and administrative expenses. Cost of goods sold primarily includes the cost of eyeglass frames, ophthalmic lenses, contact lenses, lab manufacturing costs and buying, warehousing, distribution, shipping and delivery costs and doctor payroll. Selling, general and administrative expenses primarily include retail

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payroll, occupancy, overhead, advertising and depreciation. Occupancy, overhead and depreciation are less variable relative to sales levels than other components of selling, general and administrative expenses.

In this management’s discussion and analysis we use the terms “gross profit,” “gross margin,” “comparable store sales,” “comparable transaction volume” and “average ticket price” to compare our period-over-period performance. Gross profit is defined as optical sales less cost of goods sold in a period. Gross margin is defined as gross profit as a percentage of optical sales in a period. Comparable store sales is calculated by comparing net revenues for a period to net revenues of the equivalent prior period for all stores open at least twelve months during such prior period. Comparable transaction volume is based on the number of comparable store sales in a period. Average ticket price is calculated by dividing comparable net revenues by comparable transaction volume in a period.

We believe that the key driver of our performance is our ability to grow revenue without increasing costs at the same rate by (i) increasing comparable transaction volume by offering value and convenience, (ii) actively managing our store base in targeted markets and (iii) pursuing fee-for-service funded managed vision care relationships. Our performance is also affected by general economic conditions and consumer confidence.

We primarily grow optical sales by offering value and convenience to our customers. Since fiscal 2001, we have focused on our value strategy, which includes a promotion of two complete pairs of single vision eyewear for $99. We believe our value strategy results in increased comparable transaction volume and also believe it encourages customers to purchase higher margin lenses, lens treatments and accessories, which increases average ticket price.

We also grow optical sales and leverage costs through selective store base expansion by opening new stores in targeted markets. Until a new store matures, its operating costs as a percentage of optical sales are generally higher than that of an established store. Accordingly, the expense related to opening new stores adversely affects our results in that period. Over the longer term, opening a new store in an existing market allows us to leverage existing advertising, field management and overhead to mitigate margin pressure. When entering a new market, we seek to achieve sufficient market penetration to generate brand awareness and economies of scale in advertising, field management and overhead. Consistent with our strategic objectives, we believe the opportunity exists to open approximately 25 new stores in fiscal 2008 in existing and new markets. We also manage costs by closing stores that do not meet our performance expectations. Store openings and store closures affect period over period comparisons.

We have made a strategic decision to pursue fee-for-service funded managed vision care plans. Fee-for-service funded managed vision care plans consist of insurance relationships where we receive set fees for services provided to participants of a plan as opposed to capitated funded managed vision care plans where we receive a set fee per plan participant to provide any and all services requested by participants of such plan. Under a fee-for-service funded managed vision care plan we benefit from participants’ utilization of the plan, whereas under a capitated funded managed vision care plan we bear risk related to the level at which participants utilize such plan. Substantially all of our current funded managed vision care plans are fee-for-service funded managed vision care plans. Our managed vision care plans also include discount managed vision care plans where participants receive a set discount on eye care products. We believe that participation in managed vision care plans will continue to benefit us and other large optical retail chains with strong local market shares, broad geographic coverage and sophisticated management information and billing systems. We expect that optical revenues derived from managed vision care plans will continue to account for approximately 30% of our net revenues, but that the percentage attributable to fee-for-service funded managed vision care plans will increase as revenues from discount managed vision care plans decline. While the average ticket price on products purchased

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under managed vision care plans is typically slightly lower than a non-managed vision care sale, managed vision care plan transactions generally earn comparable operating profit margins as they require less promotional spending and advertising support. We believe that the increased volume resulting from managed vision care plans also compensates for the lower average ticket price.

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Results of Operations

The following table sets forth the percentage relationship to net revenues of certain income statement data. The period-to-period comparison of financial results is not necessarily indicative of future results.

	Thirteen Weeks Ended
	March 31, 2007		March 29, 2008
Statement of Income Data:
NET REVENUES:
Optical sales	99.3	%	99.4	%
Management fee	0.7		0.6
Total net revenues	100.0		100.0
OPERATING COSTS AND EXPENSES:
Cost of goods sold	31.3	*	32.6	*
Selling, general and administrative expenses	47.3	*	47.3	*
Total operating costs and expenses	78.1		79.4
INCOME FROM OPERATIONS	21.9		20.6
INTEREST EXPENSE, NET	5.1		3.7
INCOME TAX EXPENSE	6.7		7.0
NET INCOME	10.1	%	9.9	%

* Percentages based on optical sales only

The Thirteen Weeks Ended March 29, 2008 Compared to the Thirteen Weeks Ended March 31, 2007.

Net Revenues. Net revenues increased to $147.0 million for the thirteen weeks ended March 29, 2008 from $132.5 million for the thirteen weeks ended March 31, 2007. The increase in revenues compared to the first quarter of fiscal 2007 was primarily driven by a 5.8% increase in comparable store sales and new store openings. Net revenues attributable to new stores in the first quarter of fiscal 2008 were $0.2 million. Comparable transactions increased by 4.2% and average ticket price increased by 1.6% compared to the first quarter of fiscal 2007. The increase in transactions was driven by the continued increase in the sale of premium lenses, strong acceptance of our value offering and the addition of a second value offering related to multifocal lenses. Total managed vision care sales increased by 13.1%, or $5.3 million, compared to the first quarter of fiscal 2007. We opened eight new stores in the first quarter of fiscal 2008.

Gross Profit. Gross profit increased to $98.4 million for the thirteen weeks ended March 29, 2008 from $90.4 million for the thirteen weeks ended March 31, 2007. Gross profit as a percentage of optical sales decreased to 67.4% for the thirteen weeks ended March 29, 2008 from 68.7% for the thirteen weeks

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ended March 31, 2007. The decrease in gross profit as a percentage of optical sales was largely the result of the increase in the sale of lower margin specialty lenses and the increase in lab expenditures related to the increased transaction volumes of specialty lenses. These increased expenses were partially offset by the continued increase in the sales mix of high margin private label and value frames.

Selling General & Administrative Expenses (“SG&A”). SG&A increased to $69.0 million for the thirteen weeks ended March 29, 2008 from $62.2 million for the thirteen weeks ended March 31, 2007. SG&A, as a percentage of optical sales, remained constant at 47.3% for the thirteen weeks ended March 29, 2008 and March 31, 2007. Amounts spent on certain components such as advertising, occupancy and depreciation remained relatively stable while optical sales increased. The leveraging of advertising, occupancy and depreciation expenses was partially offset by increases in retail payroll.

Net Interest Expense. Net interest expense decreased to $5.4 million for the thirteen weeks ended March 29, 2008 from $6.7 million for the thirteen weeks ended March 31, 2007. This decrease was primarily due to lower outstanding debt balances as compared to the first quarter of fiscal 2007.

Income Tax Expense. Income tax expense increased from $8.9 million for the thirteen weeks ended March 31, 2007 to $10.3 million for the thirteen weeks ended March 29, 2008 primarily due to the $2.6 million increase in income before taxes. Our effective tax rate was 41.5% for the thirteen weeks ended March 29, 2008 from 40.0% for the thirteen weeks ended March 31, 2007.

Net Income. Net income increased to $14.6 million for the thirteen weeks ended March 29, 2008 compared to $13.4 million for the thirteen weeks ended March 31, 2007.

Liquidity and Capital Resources

Our capital requirements are driven principally by our obligations to service debt and to fund the following costs:

• Construction of new stores;

• Repositioning of existing stores;

• Purchasing inventory and equipment; and

• Leasehold improvements.

The amount of capital available to us will affect our ability to service our debt obligations and to continue to grow our business through expanding the number of stores and increasing comparable store sales.

Sources of Capital

Our short-term and long-term liquidity needs arise primarily from: (i) interest payments primarily related to our Credit Facility (as defined below) and the Notes; (ii) capital expenditures, including those for opening new stores; and (iii) working capital requirements as may be needed to support our business. We intend to fund our operations, interest expense, capital expenditures and working capital requirements principally from cash from operations. We are a holding company with no direct operations. Our principal assets are the equity interests we hold in our subsidiaries. As a result, we are dependent upon dividends and other payments from our subsidiaries to generate the cash necessary to fund our operations, interest expense, capital expenditures and working capital requirements. There are currently no restrictions on the ability of our subsidiaries to transfer funds to us.

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Cash flows from operating activities provided net cash of $25.1 million for the thirteen weeks ended March 29, 2008 and $20.3 million for the thirteen weeks ended March 31, 2007. Our other sources of working capital are cash on hand and funding from the revolving portion of our Credit Facility. As of March 29, 2008, we had $22.1 million of cash available to meet our obligations. We had $25.0 million of borrowings available under the $25.0 million revolving portion of our Credit Facility, excluding $2.6 million letters of credit outstanding.

Payments on debt and issuance of debt and equity transactions related to the Highmark Acquisition and merger have been our principal financing activities. Cash flows used in financing activities were $0.5 million for the thirteen weeks ended March 29, 2008 and were solely related to the payment of debt. Cash flows used in financing activities were $0.5 million for the thirteen weeks ended March 29, 2008 and $19.1 million for the thirteen weeks ended March 31, 2007, respectively, and related solely to the payment of debt.

Our working capital primarily consists of cash and cash equivalents, accounts receivable, inventory, accounts payable and accrued expenses and was $10.1 million as of March 29, 2008. Our working capital was a deficit of $1.7 million as of December 29, 2007.

Capital expenditures were $7.6 million for the thirteen weeks ended March 29, 2008 compared to $5.4 million for the thirteen weeks ended March 31, 2007. Capital expenditures for all of 2008 are projected to be approximately $21.8 million. Of the planned 2008 capital expenditures, approximately $12.6 million is related to commitments for new stores and approximately $9.2 million is expected to be for improvement of existing facilities and systems.

Based upon current operations, we believe that our cash flows from operations, together with borrowings that are available under the $25.0 million revolving portion of our Credit Facility, will be adequate to meet our anticipated requirements for working capital, capital expenditures and scheduled principal and interest payments through the next twelve months. Our ability to satisfy our financial covenants under our Credit Facility, meet our debt service obligations and reduce our debt will be dependent on our future performance, which in turn, will be subject to general economic conditions and to financial, business, and other factors, including factors beyond our control. We believe that our ability to repay amounts outstanding under our Credit Facility and the Notes at maturity will likely require additional financing, which may not be available to us in the future on acceptable terms, if at all. A portion of our debt bears interest at floating rates; therefore, our financial condition is and will continue to be affected by changes in prevailing interest rates.

Long-Term Debt

Credit Facility

In March 2005, the Company entered into a credit agreement which provided for $165.0 million in term loans (the “Term Loan Facility”) and $25.0 million in revolving credit facilities (the “Revolver” and together with the Term Loan Facility, the “Credit Facility”). The borrowings under the Credit Facility together with the net proceeds from the offering of the Initial Notes (defined herein) and the equity investment of Moulin Global Eyecare Holdings Limited and Golden Gate Capital were used to pay a cash portion of the purchase price for the equity interests held by Thomas L. Lee Partners in us and sold to ECCA Holdings Corporation in March 2005, to repay debt outstanding under a previous credit facility, to retire old notes, pay the related tender premium and accrued interest and to pay the related transaction fees and expenses. The remainder of the Credit Facility is available to finance working capital requirements and general corporate purposes.

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On December 21, 2006, we obtained an amendment and consent to our Credit Agreement (the “2006 Amendment”). The 2006 Amendment primarily reduced the interest rate on the credit agreement as well as changed several covenants. A prepayment of $25.0 million in principal was made in conjunction with the lenders’ approval and a prepayment of $9.0 million in principal was made in conjunction with the filing of the 2006 10-K in March, 2007, as required under the 2006 Amendment. Additional voluntary prepayments of $20.0 million were made throughout fiscal 2007.

Amortization payments. Prior to the maturity date, funds borrowed under the Revolver may be borrowed, repaid and re-borrowed, without premium or penalty. The Term Loan Facility began amortizing in the third quarter of fiscal 2005 and continues through the date of maturity in fiscal 2012 according to the following schedule:

Year	Amount (in millions)
2008		1.24
2009		1.65
2010		1.65
2011		1.65
2012		100.27
	$	106.46

Interest. Our borrowings under the Credit Facility bear interest at a floating rate, which can either be, at our option, a base rate or a Eurodollar rate, in each case plus an applicable margin. The base rate is defined as the higher of (i) the JPMorgan Chase Bank prime rate or (ii) the federal funds effective rate, plus one half percent (0.5%) per annum. The Eurodollar rate is defined as the rate for Eurodollar deposits for a period of one, two, three, six, nine or twelve months (as selected by us). The applicable margins are:

Facility	Base Rate Margin		Eurodollar Margin
Term Loan Facility	1.50	%	2.50	%
Revolver	1.75	%	2.75	%

The applicable margin for borrowings under our Revolver will be determined pursuant to a pricing grid based on the attainment of certain leverage ratios. The applicable margins for borrowings under the Term Loan Facility are not subject to adjustment.

In addition to paying interest on outstanding principal under the Credit Facility, we are required to pay a commitment fee to the lenders under the Revolver in respect of the unutilized commitments thereunder. We will also pay customary letter of credit fees.

Security and guarantees. The Credit Facility is secured by a valid first-priority perfected lien or pledge on (i) 100% of the capital stock of each of our present and future direct and indirect domestic subsidiaries, (ii) 65% of the capital stock of each of our future first-tier foreign subsidiaries, (iii) 100% of the capital stock of Eye Care Centers of America, Inc. and (iv) substantially all our present and future property and assets and those of each guarantor, subject to certain exceptions. Our obligations under the Credit Facility are guaranteed by each of our existing and future direct and indirect domestic subsidiaries and ECCA Holdings.

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Covenants. The Credit Facility documentation contains customary affirmative and negative covenants and financial covenants. During the term of the Credit Facility, the negative covenants restrict our ability to do certain things, including but not limited to:

• incur additional indebtedness, including guarantees;

• create, incur, assume or permit to exist liens on property and assets;

• make loans and investments and enter into acquisitions and joint ventures;

• engage in sales, transfers and other dispositions of our property or assets;

• prepay, redeem or repurchase our debt (including the Notes), or amend or modify the terms of certain material debt (including the Notes) or certain other agreements;

• declare or pay dividends to, make distributions to, or make redemptions and repurchases from, equity holders; and

• agree to restrictions on the ability of our subsidiaries to pay dividends and make distributions.

The following financial covenants are included:

• maximum consolidated leverage ratio;

• maximum capital expenditures; and

• minimum rent-adjusted interest coverage ratio.

As of March 29, 2008 we were in compliance with all of our financial covenants.

Mandatory prepayment. Our mandatory prepayment for fiscal 2006 was waived by the 2006 Amendment which required a $25 million prepayment at the time of the 2006 Amendment, as well as a $9.0 million prepayment in March 2007. We made a voluntary prepayment of $10.0 million in March 2007. Beginning with fiscal 2007, we are required to make a mandatory annual prepayment of the Term Loan Facility in an amount equal to 75% of excess cash flows as defined in the Credit Facility, which percentage we expect to be reduced upon our achieving certain consolidated leverage ratios. Due to our voluntary prepayments during fiscal 2007, no excess cash flow prepayment was necessary. In addition, we are required to make a mandatory prepayment of the Term Loan Facility with:

• 100% of the net cash proceeds of any property or asset sale or casualty, subject to certain exceptions and reinvestment rights;

• 100% of the net cash proceeds of certain debt issuances, subject to certain exceptions; and

• 50% of the net cash proceeds from the issuance of additional equity interests, subject to certain exceptions.

Mandatory prepayments will be applied to the Term Loan Facility, first to the scheduled installments of the Term Loan Facility occurring within the next 12 months in direct order of maturity, and second, ratably to the remaining installments of the Term Loan Facility. We may voluntarily repay outstanding loans under the Credit Facility at any time without premium or penalty, other than customary “breakage” costs (as defined in the Term Loan Facility Agreement) with respect to Eurodollar loans.

Notes

On February 4, 2005, we issued $152.0 million aggregate principal amount of our 10 3/4% Senior Subordinated Notes (the “Initial Notes”) due 2015. The Company filed a registration statement with the Securities and Exchange Commission with respect to an offer to exchange the Initial Notes for

22

notes which have terms substantially identical in all material respects to the Initial Notes, except such notes are freely transferable by the holders thereof and are issued without any covenant regarding registration (the “Notes”). The registration statement was declared effective on September 26, 2005. The exchange period ended October 31, 2005. The Notes are the only notes of the Company which are currently outstanding.

The Notes:

• are general unsecured, senior subordinated obligations of the Company;

• are limited to an aggregate principal amount of $152.0 million, subject to our ability to issue additional notes;

• mature on February 15, 2015;

• are represented by one or more registered notes in global form, but in certain circumstances may be represented by notes in definitive form ;

• are subordinated in right of payment to all existing and future Senior Indebtedness of the Company, including the Credit Facility;

• rank equally in right of payment to any future Senior Subordinated Indebtedness of the Company;

• are unconditionally guaranteed on a senior subordinated basis by each existing Subsidiary of the Company and any future Restricted Subsidiary of the Company that is not a Foreign Subsidiary;

• are effectively subordinated to any future Indebtedness and other liabilities of Subsidiaries of the Company that are not guaranteeing the notes;

• may default in the event there is a failure to make an interest or principal payment under the Credit Facility.

Interest. Interest on the Notes compounds semi-annually and:

• accrues at the rate of 10.75% per annum;

• accrues from the date of original issuance or, if interest has already been paid, from the most recent interest payment date;

• is payable in cash semi-annually in arrears on February 15 and August 15, commencing on August 15, 2005;

• is payable to the holders of record on the February 1 and August 1 immediately preceding the related interest payment dates; and

• is computed on the basis of a 360-day year comprised of twelve 30-day months.

Optional redemption. At any time prior to February 15, 2010, the Company may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest on the notes, if any, to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

On and after February 15, 2010, the Company may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on the Notes, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on February 15 of the years indicated below:

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YEAR	REDEMPTION PRICE
2010	105.375	%
2011	103.583	%
2012	101.792	%
2013 and thereafter	100.000	%

Covenants. The Notes contain customary affirmative and negative covenants including but not limited to:

• payment of securities

• limitation on indebtedness;

• limitation on restricted payments;

• limitation on liens;

• initial and future subsidiary guarantors; and

• change of control.

In connection with the borrowings made under the Initial Notes, we incurred approximately $10.3 million in debt issuance costs. In conjunction with the Highmark Acquisition, the unamortized amount of debt issuance costs was included in goodwill and thus is no longer being amortized.

Off-balance sheet arrangements. As of March 29, 2008 our only off-balance sheet arrangements were letters of credit, in the amount of $2.6 million, issued under our credit facility primarily to insurance companies.

Future Capital Resources. Based upon current operations, anticipated cost savings and future growth, we believe that our cash flow from operations, together with borrowings currently available under the Revolver, are adequate to meet our anticipated requirements for working capital, capital expenditures and scheduled principal and interest payments through the next twelve (12) months. Our ability to satisfy our financial covenants under the Credit Facility to meet our debt service obligations and to reduce our debt will depend on our future performance, which in turn, will be subject to general economic conditions and to financial, business, and other factors, including factors beyond our control. In the event we do not satisfy our financial covenants set forth in the Credit Facility, we may attempt to renegotiate the terms of the Credit Facility with our lenders for further amendments to, or waivers of, the financial covenants of the Credit Facility. We believe that our ability to repay the Credit Facility at maturity will likely require additional financing. We cannot assume that additional financing will be available to us. A portion of our debt bears interest at floating rates; therefore, our financial condition is and will continue to be affected by changes in prevailing interest rates.

Seasonality and Quarterly Results

Our sales fluctuate seasonally. Historically, our highest sales and earnings occur in the first and third fiscal quarters; however, the opening of new stores may affect seasonal fluctuations. Hence, quarterly results are not necessarily indicative of results for the entire year.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks. Market risk is the potential risk of loss arising from adverse changes in market prices and rates. We do not enter into derivative or other financial instruments for trading or speculative purposes. There have been no material changes in our market risk during the first quarter of fiscal 2008. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 29, 2007 (“2007 Form 10-K”).

Our primary market risk exposure is interest rate risk. As of March 29, 2008, approximately $106.5 million of our long-term debt bore interest at variable rates. Accordingly, our net income is affected by changes in interest rates. For every one hundred basis point change in the average interest rate under our $106.5 million in long-term borrowings, our annual interest expense would change by approximately $1.1 million.

In the event of an adverse change in interest rates, we could take actions to mitigate our exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, this analysis assumes no such actions.

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon such evaluation, such officers have concluded that our disclosure controls and procedures are effective as of the end of such period.

There has been no change in our internal controls over financial reporting that occurred during the thirteen weeks ended March 29, 2008 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

25

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are a party to routine litigation in the ordinary course of our business. There have been no such pending matters, individually or in the aggregate that we believe to be material to our business or our financial condition that have arisen during the first quarter of fiscal 2008. For further discussion, refer to our 2007 Form 10-K.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our 2007 Form 10-K, filed with the Securities and Exchange Commission on March 28, 2008. The risks described in our 2007 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results. In our judgment, there were not material changes in the risk factors as previously disclosed in Part I, “Item 1A. Risk Factors” of our 2007 Form 10-K.

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Item 6. Exhibits

(a) The following documents are filed as part of this report.

10.1	Amendment No. 1 to the Professional Business Management Agreement dated July 2, 2006 by and between EyeMasters, Inc., a Delaware corporation and Mark Lynn O.D. & Associates, P.C., a Georgia Professional corporation.
31.1	Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

27

EYE CARE CENTERS OF AMERICA, INC.
Date: May 9, 2008
by:	/s/ Jennifer L. Kelley
	Jennifer L. Kelley
	Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO THE PROFESSIONAL BUSINESS MANAGEMENT AGREEMENT

This Amendment No. 1 to the Professional Business Management Agreement (the “Amendment”) is made and entered into effective as of March 1, 2008, by and between EyeMasters, Inc., a Delaware corporation, doing business as Vision works (the “Professional Business Manager”), and Mark Lynn O.D. & Associates, P.C., a Georgia professional corporation (the “Practice”).

R E C I T A L S

WHEREAS, the Practice and the Professional Business Manager entered into that certain Professional Business Management Agreement, dated July 2, 2006 (the “Management Agreement”), pursuant to which the Professional Business Manager provides the Practice with certain management services as are necessary and appropriate for the day-to-day administration of the non-optometric aspects of the Practice’s professional eye care practice located adjacent to optical retail stores operating under the name “Visionworks,” in Georgia; and

WHEREAS, the Practice and the Professional Business Manager desire to amend the Management Agreement to provide that the persons providing dispensing services will be employed by the Practice;

NOW, THEREFORE, for and in consideration of the mutual agreements, terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Section 4.3(b) of the Management Agreement shall be amended in its entirety to read as follows:

“(b) The Parties acknowledge that the Professional Business Manager is engaged in the business of dispensing optical goods at the optical retail stores adjacent to the Practice Locations. The Practice agrees to provide dispensing services to the Professional Business Manager at such optical retail stores in accordance with Addendum A attached hereto. Accordingly, the Practice shall employ Licensed Dispensing Opticians and unlicensed dispensing opticians (the “Dispensing Technicians”) who shall provide services exclusively to the Practice in order for the Practice to fulfill its obligations under Addendum A in dispensing optical retail goods to the Professional Business Manager’s customers at such locations. The Practice shall be responsible for the hiring, compensation, supervision, evaluation, and termination of all Licensed Dispensing Opticians and Dispensing Technicians at the Practice Locations. At the request of the Practice, Professional Business Manager shall be available to consult with and assist the Practice respecting such matters. The Practice shall be responsible for the payment of such Licensed Dispensing Opticians and Dispensing Technicians’ salaries and wages, payroll taxes, benefits, and all other taxes and charges now or hereafter applicable to them. The Practice shall provide direct supervisory services, through its employed Professionals and Licensed Dispensing Opticians, to the Dispensing Technicians at these locations operated by the Professional Business Manager. The supervisory services shall include training, consulting and supervising the Dispensing Technicians who provide optical dispensing services to customers of the Professional Business Manager. Such employed Professionals shall supervise and remain available to the Dispensing Technician during the regular business hours in which the Professional Business Manager conducts its business; provided, however, in

no event shall such supervisory services interfere or conflict with the eye examinations and care of the Practice’s patients. During such periods, the Professionals will observe the Dispensing Technicians in their activities and provide corrective supervisory services whenever the Professionals deem it appropriate. The Professional Business Manager shall reimburse the Practice for its costs and expenses of employing the Licensed Dispensing Opticians and Dispensing Technicians.”

2. This Amendment may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

3. Except as otherwise expressly set forth in this Amendment the Management Agreement shall remain in full force and effect and the parties hereto shall be bound by the terms and conditions thereof, as herein amended.

IN WITNESS WHEREOF, the Practice and Professional Business Manager have caused this Amendment to be executed by their duly authorized representatives, effective as of the day and year first above written.

MARK LYNN, O.D. & ASSOCIATES, P.C. “The Practice”
By:	/s/ Mark E. Lynn, O.D. President
	Mark E. Lynn, O.D., President
EYEMASTER, INC. doing business as Visionworks “Professional Business Manager”
By:
Title:	PRESIDENT/ COO

ADDENDUM A

AGREEMENT TO PROVIDE OPTICINARY SERVICES

This Agreement to Provide Opticinary Services (the “Agreement”) dated effective this 1st day of March, 2008 by and between Mark Lynn O.D. & Associates, P.C., a Georgia professional corporation (the “Practice”), and EyeMasters, Inc., a Delaware corporation, doing business as Visionworks, the (“Company”).

W I T N E S S E T H

WHEREAS, the Company owns and operates various locations identified on Exhibit A attached hereto (the “Locations”) at which it sells certain optical retail goods;

WHEREAS, the Practice is a professional corporation which employs duly licensed optometrists who provide optometric services in offices which are located in Georgia within or adjacent to the premises of the Company’s Locations (the “Professionals”); .

WHEREAS, the Practice desires to provide, and the Company desires to retain the Practice to provide, through the Practice’s employed Professionals, Licensed Dispensing Opticians and supervised unlicensed dispensing opticians (“Dispensing Technicians”) certain opticinary services to assist in dispensing Company’s optical retail goods to customers.

NOW THEREFORE, the parties hereto agree as follows:

1. Engagement. The Company hereby engages the Practice to provide opticinary services, through the Practices employed Professionals, Licensed Dispensing Opticians, and supervised Dispensing Technicians at the Locations.

2. Opticinary Services. The opticinary services shall include preparing, fitting, and dispensing prescription lenses, spectacles, eyeglasses, contact lenses, or any other type of vision-correcting optical device to the intended user. Such opticinary services shall be provided (i) directly by a Professional, (ii) directly by a Licensed Dispensing Optician, or (iii) by a Dispensing Technician supervised by a Professional or Licensed Dispensing Opticians, all of whom shall be directly employed by, and work exclusively for, the Practice. Supervision of a Dispensing Technicians shall include training, consulting and supervising the Dispensing Technicians who provide optical dispensing services to customers of the Locations. Professionals and Licensed Dispensing Opticians providing the supervision shall supervise and remain available to the Dispensing Technicians during the regular business hours in which the Practice conducts its business and at all times that optical dispensing is taking place within the Locations; provided, however, in no event shall such supervision interfere or conflict with the eye examinations and care of the Practice’s patients. The Professionals and Licensed Dispensing Opticians will observe the Dispensing Technicians in their activities and provide corrective opticinary services Whenever the Professionals deem it appropriate.

3. Employees of the Practice. The Practice shall be responsible for the hiring, compensation, supervesion, evaluation, and termination of all Licensed Dispensing Opticians and Dispensing Technicians at the Practice Locations. At the request of the Practice, Professional Business Manager shall be available to consult with and assist the Practice respecting such matters. The Practice shall be responsible for the payment of such Licensed Dispensing Opticians and Dispensing Technicians’ salaries and wages, payroll taxes, benefits, and all other taxes and charges now or hereafter applicable to them. As employees of the Practice, and only the Practice, the Professionals, Licensed Dispensing Opticians and supervised Dispensing

Technicians providing the opticinary services contemplated herein shall at all times remain under the direct control of the Practice. Such Professionals, Licensed Dispensing Opticians and supervised Dispensing Technicians shall be compensated directly by the Practice for their services provided to the Practice. The Company and the Practice agree that the Practice shall retain absolute authority to direct the opticinary, optometric, professional, and ethical aspects of its opticinary, optometric and/or therapeutic optometric practice. The Practice shall be solely responsible for and shall comply with all state and federal laws applicable to Practice pertaining to employment taxes, income tax withholding, unemployment compensation contributions, and other employment related matters regarding its Professionals, Licensed Dispensing Opticians and supervised Dispensing Technicians.

4. Status of Independent Contractor. By providing opticinary services to the Company, the Practice is neither an employee nor an agent of the Company, but is merely an independent contractor providing services provided for herein. The Company and the Practice and their respective members or shareholders are not, and shall not be deemed to be by virtue of this Agreement, joint ventures, partners, employees or agents of each other (except as expressly provided in this Agreement). Except as may be expressly provided herein, the Practice shall not have any authority to bind the Company without the Company’s express written consent; and then only to the extent of the authority conferred by such express written consent. The Practice is an independent contractor, and Practice shall remain professionally and economically independent of the Company.

5. Term. The term of this Agreement will be for an initial period of ten (10) years after the effective date, and shall be automatically renewed for successive five (5) year periods thereafter, provided that neither the Company nor the Practice shall have given desire not to renew this Agreement at least sixty (60) days before the end of the initial term or any renewal term, or unless otherwise terminated as herein provided. Notwithstanding any provision to the contrary, the rights and obligations of the parties with respect to any store location shall terminate upon the termination of the underlying lease or sublease pursuant to which the Practice operates its practice at such location. Notwithstanding the foregoing, this Agreement shall terminate upon the termination or expiration of the Professional Business Management Agreement, of even date herewith (the “Management Agreement”), entered into between the parties. Further, the Company may terminate this Agreement upon 30 days prior written notice.

6. Notice. Any notice or other communication by either party to the other shall be in writing and shall be deemed to have been given, if either delivered, personally by overnight mail service, or by registered or certified mail, postage prepaid, addressed as follows:

To Practice:	Mark Lynn O.D. & Associates, PC
	Visionworks
	Gwinnett Place Mall
	2100 Pleasant Hill Road, Space H10-1
	Duluth Georgia 30096
	Attention: Mark E. Lynn, O.D.
with a copy:	Mr. Bruce I. Crabtree, III
	Smith, Gambrell & Russell, LLP
	1230 Peachtree Street, N.E., Suite 3100
	Atlanta, GA 30309-3592
To Company:	EyeMasters, Inc. d/b/a Visionworks
	11103 West Avenue
	San Antonio, Texas 78213
	Attention: Chief Financial Ofiicer

2

with a copy to:	Cox Smith Matthews Incorporated
	112 E. Pecan, Suite 1800
	San Antonio, Texas 78205
	Attention: J. Daniel Harkins or Steven A. Elder

7. Modifications and Amendments. This Agreement cannot be changed or modified except by another agreement in writing executed by other parties.

8. Confidentiality. The Practice agrees to maintain the confidentiality of the terms and conditions of this Agreement. The Practice shall not distribute this Agreement to any third parties unless required by law or by contractual requirements.

9. Governing Law. This Agreement shall be deemed to have made and shall be construed and interpreted in accordance with the laws of the State of Georgia.

10. Miscellaneous. This Agreement shall be binding upon and shall inure to the benefit of the parties and to their respective successors and assigns. Nothing contained in this Agreement shall be construed to permit the assignment by either party of any rights or obligations hereunder, and such assigment is expressly prohibited without the prior written consent of the Company.

11. Arbitration. Any and every dispute of any nature whatsoever that may arise between the parties, whether sounding in contract, statute, tort, fraud, misrepresentation, discrimination or any other legal theory, including, but not limited to, disputes relating to or involving the construction, performance or breach of this Agreement or any other agreement between the parties, whether entered into prior to, on, or subsequent to the date of this Agreement, or those arising under any federal, state or local law, regulation or ordinance, shall be determined by binding arbitration in accordance with Section 8.7 of the Management Agreement, which is incorporated herein by reference.

In witness whereof the parties have executed this Agreement effective as of the date first above written.

EYEMASTERS, INC. D/B/A VISIONWORKS
By:	/s/ James J. Denny
Name:	JAMES J. DENNY
Title:	PRESIDENT/CEO
MARK LYNN, O.D. & ASSOCIATES, P.C.
By:	/s/ Mark Lynn, O.D., President
	Mark Lynn, O.D., President

3

EXHIBIT A

PRACTICE LOCATIONS

#470-The Mall at Stonecrest 2929 Turner Hill Road, Space #225 Lithonia, GA 30038	#477-Perimeter Mall     4400 Ashford Dunwoody Road     Atlanta, GA 30346
#471-NorthlakeMall 2011 Northlake Mall Atlanta, GA 30345	#478-Mall of Georgia     3333 Buford Drive, Suite #1030     Buford, GA30519
#472-Gwinnett Place Mall 2100 Pleasant Hill Road, Space H 10-1 Duluth, GA 30096	#479-Arbor Place     1550 Arbor Place Mall     Douglasville, GA 30135
#473-Town Center at Cobb 400 Barrett Parkway, Suite #158 Kennesaw, GA 30144	#480-John’s Creek Village     11720 Medlock Bridge Road, #140     Duluth, GA 30097
#474-Cumberland Mall 1245 Cumberland Mall Atlanta, GA 30339	#481-Fayette Pavilion     165 Pavilion Parkway     Fayetteville, GA 30214
#475-Southlake Mall 2402 Southlake Mall Morrow, GA 30260	#482-Presidential Markets     1905 Scenic Highway, #1130     Snellville, GA 30078
#476-Northpoint Mall 1000 North Point Circle Space #1014 Alpharetta, GA 30022	#486 Henry Town Center Shopping Center     1862 Jonesboro Road     McDonough, GA 30253

EX-31.1

Exhibit 31.1

CERTIFICATION- PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, David L. Holmberg, certify that:

1. I have reviewed this quarterly report on Form 10-Q of the registrant, Eye Care Centers of America, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 9, 2008

/s/ David L. Holmberg

David L. Holmberg

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION- PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Jennifer L. Kelley, certify that:

1. I have reviewed this quarterly report on Form 10-Q of the registrant, Eye Care Centers of America, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2008

/s/ Jennifer L. Kelley

Jennifer L. Kelley

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

In connection with the Annual Report of Eye Care centers of America, Inc. (the “Company”) on Form 10-Q for the period ended March 29, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David L. Holmberg, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 9, 2008

/s/ David L. Holmberg

David L. Holmberg

Chief Executive Officer

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO EYE CARE CENTERS OF AMERICA, INC. AND WILL BE RETAINED BY EYE CARE CENTERS OF AMERICA, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

EX-32.2

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

In connection with the Quarterly Report of Eye Care centers of America, Inc. (the “Company”) on Form 10-Q for the period ended March 29, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jennifer L. Kelley, as Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 9, 2008

/s/ Jennifer L. Kelley

Jennifer L. Kelley

Executive Vice President and Chief Financial Officer

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO EYE CARE CENTERS OF AMERICA, INC. AND WILL BE RETAINED BY EYE CARE CENTERS OF AMERICA, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.