CONSULTING AGREEMENT



         THIS CONSULTING AGREEMENT entered into as of this 15th day of October,

2004 between EYE CARE INTERNATIONAL INC., a Delaware corporation (the "Company")

and Eric P. Littman ("Consultant").



         WHEREAS, the Company desires to engage Consultant to provide certain

services for the Company, and Consultant desires to provide the same to Company.



         NOW, THEREFORE, in consideration of the premises and the mutual

promises set forth herein, the parties agree as follows:



1.       For a said period of six (6) months beginning on October 15, 2004 and

         ending April 14, 2005 (the "Consulting Period") Consultant shall serve

         as a consultant to the Company on legal matters, contract strategy,

         financial planning and corporate strategy. Consultant's services shall

         include consultation with and advice to directors and officers of the

         Company.



2.       During the Consulting Period, the Company shall be entitled to

         Consultant's services for reasonable times when and to the extent

         requested by, and subject to the direction of, the Chairman and Chief

         Executive Officer of the Company.



3.       Consultant's services shall be rendered from his unless by mutual

         agreement from time to time arrangements are made for those services to

         be rendered elsewhere. Reasonable travel and living expenses

         necessarily incurred by Consultant to render services at locations

         other than his/her office shall be reimbursed by the Company promptly

         upon receipt of proper statements with regard to the nature and amount

         of those expenses. Those statements shall be furnished to the Company

         monthly at the end of each calendar month of the Consulting Period

         during which any of those expenses are incurred.



4.       Consultant shall have no authority to bind Company by or to any

         obligation, agreement, promise or representation. Consultant shall not

         incur any liability on behalf of Company or in any way represent or

         bind Company in any manner or thing whatsoever and nothing herein shall

         be deemed to constitute either party the agent or legal representative

         of the other. Consultant shall not have the authority and shall not

         represent that he has authority to approve check requests or to order,

         purchase or otherwise obtain any equipment, supplies, services or other

         materials on behalf of Company.



5.      In consideration of Consultant's entering into this Agreement, the

         Company has agreed to compensate the Consultant by issuing 20,000

         shares of the Company's Class A Common Stock. The Company intends to

         register the shares issued to Consultant on Form S-8.



6.      Consultant understands and agrees that Consultant is an independent

         contractor rather than an employee or agent of Company. Consultant

         hereby warrants and represents that he has all necessary licenses,

         visas, work permits or other government approvals required to perform

         the Services.





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7.       Consultant shall be responsible for withholding, paying, and reporting

         any and all required federal, state or local income, employment and

         other taxes and charges. Consultant understands and agrees that Company

         will make no deduction from payments to Consultant for federal or state

         tax withholdings, social security, unemployment, workers' compensation

         or disability insurance.

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