759896--3/27/2006--EYE_CARE_CENTERS_OF_AMERICA

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Risks relating to our business and the optical retail industry The optical retail industry is highly competitive, and if we do not compete successfully our business will be adversely affected. Adverse changes in economic conditions generally or in our markets, and changes in consumer tastes, could reduce demand for our products and services which could adversely affect our results of operations. We are subject to extensive state, local and federal laws and regulations that govern our relationships with optometrists and affect the health care industry generally, and these laws and regulations may affect our ability to generate revenue or subject us to additional expenses. Any events resulting in a change in our relationship with the optometrist located in or adjacent to our stores could have a material adverse effect on our business. We could be subject to franchise claims by optometrists that could limit our ability to conduct our business in the manner we deem appropriate. Our future success will depend in part on our ability to build and maintain managed vision care relationships, most of which are not subject to contractual arrangements. We rely on third-party reimbursement, including government programs, for a portion of our net revenues, the future reduction of which could adversely affect our results of operations. We expect to realize cost savings from new sourcing initiatives, but such benefits may not be realized to the extent anticipated, if at all. Our controlling shareholders have the ability to direct our operations and their interests may conflict with the interests of noteholders. Technological advances may reduce the demand for our products or allow other optical retailers to offer eyewear at a lower cost than we can, which could have a material adverse effect on our results of operations. We may be exposed to a significant risk from malpractice and other related claims if we are unable to obtain adequate insurance, at acceptable costs, to protect us against potential liability claims. We depend on the ability and experience of certain members of our management team and their departure may have a material adverse effect on our results of operations. Risks relating to the notes Our level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from meeting our obligations under the notes. We are a holding company and may not have access to sufficient cash to make payments on the notes. Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. Covenants in our debt agreements restrict our business in many ways. If we default on our obligations to pay our indebtedness we may not be able to make payments on the notes. Your right to receive payments on the notes and the guarantees is junior to the obligations under our new senior credit facility and possibly all our future borrowings. Our obligations under our new senior credit facility are secured by certain of our assets. You will not have any claim as a creditor against any professional corporations or other entities controlled by an optometrist. We many not be able to repurchase the notes upon a change of control. Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and an active trading market may not develop for the exchange notes. Federal and state fraudulent transfer laws permit a court to void the notes and the guarantees, and, if that occurs, you may not receive any payments on the notes.

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759896--3/27/2006--EYE_CARE_CENTERS_OF_AMERICA_INC