EXHIBIT 10.5

                   LEASE EXTENSION AND MODIFICATION AGREEMENT

         THIS LEASE EXTENSION AND MODIFICATION AGREEMENT, made and entered into
this 1st day of July, 2003, by and between NATIONAL VISION, INC. (formerly known
as Vista Eyecare), dba Vista Optical, and FRED MEYER STORES, INC. (formerly
known as Fred Meyer, Inc.) or its corporate subsidiaries, a Delaware corporation
("Fred Meyer").

                              W I T N E S S E T H:

         WHEREAS, Fred Meyer and National Vision, Inc. hold the landlord's and
tenant's interests, respectively, under a master Lease Agreement dated April
26,1999, as amended ("Lease") which covers National Vision, Inc.'s right to
lease and operate Vista Optical stores at various Fred Meyer retail developments
which Agreement is incorporated herein by reference; and

         WHEREAS, it is now the desire of the parties to modify said Lease in
certain particulars as set forth below.

         NOW, THEREFORE, for value received, the parties hereby agree as
follows:

         1.       TERM AND RENT

                  a.)      The Term of the Lease for all locations on Exhibit A
                           shall be modified or extended to expire on December
                           31, 2006.

                  b.)      Effective January 1, 2004, rent (inclusive of base
                           rent and percentage rent) for each location shall be
                           the greater of $ * per square foot per year,   or *%
                           of Gross Sales which exceeds $ * per calendar year
                           reported and paid monthly as required by the Lease.
                           All other provisions of Section 2 of the Lease will
                           remain in full force and effect.

                  c.)      The five (5) year option provided for in the Lease
                           for all locations (original and additional) is hereby
                           deleted.

         2.       CLOSURE OF SELECTED LOCATIONS. From and after June 1, 2003 and
                  prior to December 31, 2003, Tenant, at Tenant's sole option,
                  may cease to operate at any or all of the locations as listed
                  on Exhibit B attached hereto. Tenant is required to provide
                  Landlord with twenty (20) days written notice prior to closing
                  any of the locations. The Lease as to a closed location shall
                  terminate as of the time the location closes, except that
                  Tenant must, as of the date any location closes, continue to
                  pay all base and percentage rent obligations as required
                  herein as to the closed location without offset through
                  December 31, 2003 (but Tenant shall have no obligation to pay
                  any additional rent as to any closed location).

         3.       LANDLORD'S RIGHT TO TERMINATE. Landlord has the right to
                  terminate no more than three (3) locations per year listed in
                  Exhibit A or Exhibit B with sixty (60) days written notice if
                  the Landlord requires Tenant's premises as a result of
                  renovations by Fred Meyer of the Development in which the
                  Property is located.

* Confidential portion, which has been omitted and filed separately with the
  Commission.


         4.       GENERAL PROVISIONS.

                  4.1      AFFIRMATION OF LEASE. Subject to the modifications
                  stated in this Agreement, all of the terms and provisions of
                  the Lease are hereby ratified and reaffirmed.

                  4.2      ATTORNEYS' FEES. In the event of any litigation
                  concerning this Agreement, the prevailing party shall be
                  entitled to reasonable attorneys' fees and courts costs, at
                  trial, upon appeal and any petition for review.

                  4.3      ENTIRE AGREEMENT. This Agreement and the Lease
                  (including any attachments) are the entire, final and complete
                  agreement of the parties and supersedes and replaces all prior
                  written and oral agreements between the parties or their
                  representatives with respect to such matters. If any provision
                  therein is held to be invalid or unenforceable for any reason,
                  the remainder shall not be affected and shall be enforced to
                  the fullest extent permitted by law.

                  4.4      FULL FORCE AND EFFECT. The Lease (including all prior
                  amendments thereto) is in full force and effect and nothing
                  contained in this Agreement shall be construed as modifying
                  such Lease, except as specifically provided pursuant to this
                  Agreement.

         IN WITNESS WHEREOF, the undersigned have caused this instrument to be
duly executed as of the day and year shown above.

LANDLORD:                                     TENANT:

By: /s/ Beverly Stautz                        By: /s/ L. Reade Fahs
     -----------------------------------      -----------------------------
         Beverly Stautz
         Vice President
         Property Management Department       Title: CEO

Date: 7/1/2003                                Date:  June 27, 2003