AGREEMENT AND GENERAL RELEASE

Exhibit 10.2

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release (the “Agreement”) is made and entered into by and between Robert Main, his heirs, executors, administrators and assigns (collectively “Main”), and 1-800 CONTACTS, INC. (“1-800 CONTACTS”).

RECITALS

a.             The parties have decided to end Main’s employment with 1-800 CONTACTS, effective November 30, 2006, on the terms and conditions described in this Agreement;

b.             Main and 1-800 CONTACTS desire to settle fully and finally all differences between them, if any, including but not limited to, any differences in any way related to or arising out of Main’s employment with 1-800 CONTACTS or the termination of his employment; and

c.             Main has agreed to certain obligations in exchange for consideration provided under this Agreement.

COVENANTS

In consideration of the mutual promises in this Agreement, it is agreed as follows:

1.               Severance Payments.  After 10 days following his execution of this Agreement, Main will begin receiving as severance the equivalent of one year’s salary of $210,000.00, less applicable withholding.  Severance payments will be made over a 12 month period corresponding to the intervals of 1-800 CONTACTS’ regular payroll.

2.               Bonus.  On or about March 2007, Main will receive a bonus payment that will be calculated and paid in accordance with an assessment of Main’s 2006 performance and 1-800 CONTACTS’ 2006 performance.  The bonus amount otherwise payable shall be prorated by 11/12 (representing 11 months worked in 2006).

3.               Health Benefits.  For a period of twelve months following termination of Main’s employment, 1-800 CONTACTS shall pay the regular employer and employee portion of Main’s health insurance premium assuming he elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) and remains eligible under it and does not become covered under a new employer’s health plan.

4.               Relocation expenses.  1-800 CONTACTS will reimburse Main up to a maximum of $50,000.00 for reasonable, actual, and properly documented relocation expenses, provided that if he moves as a result of new employment, he makes reasonable efforts to have his new employer pay for his relocation expenses, in which event 1-800 CONTACTS will reimburse him for relocation expenses not otherwise covered by the new employer, if any.

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5.               Transitional Cooperation.  For a period of twelve months following his execution of this Agreement, Main agrees to assist and cooperate in the transition and reassignment of his former duties and responsibilities to others.  Main will make himself available upon request to answer questions and provide information and guidance in this transitional process.  During this period and thereafter, Main will also make himself available and cooperate in any legal proceeding that may relate to his duties or employment at 1-800 CONTACTS and to testify if requested by 1-800 CONTACTS.

6.               Non-Disparagement/Non-Interference.  Main agrees that he will not make any disparaging remarks about 1-800 CONTACTS or its employees to any persons whatsoever, and that he will refrain from casting any aspersions as to the quality of their work, products, services, competence, ethics or management.  Main further agrees not to directly or indirectly interfere or undermine 1-800 CONTACTS’ reputation or relationships with 1-800 CONTACTS’ employees, contractors, vendors, customers or prospects or to discourage anyone from doing business or affiliating with 1-800 CONTACTS.

7.               Restricted Shares.  Main understands and agrees that other than the 3,000 shares of 1-800 CONTACTS’ restricted stock that previously vested, he has no right, entitlement or interest in any stock or other form of ownership in 1-800 CONTACTS now or in the future, and that any existing or potential rights that he has or may have under the Restricted Stock Agreement dated March 27, 2006 are superseded and canceled by this Agreement and are null and void.

8.               Expenses.  Main agrees to submit his final expense claim to 1-800 CONTACTS within five (5) days of executing this Agreement.

9.               General Release.  As a material inducement to 1-800 CONTACTS to enter into this Agreement, Main, on behalf of his heirs, executors, administrators and assigns, irrevocably and unconditionally releases, acquits and forever discharges 1-800 CONTACTS, its officers, directors, owners, partners, agents, predecessors, successors, affiliates, subsidiaries, parent companies, insurers and current and former employees from any and all charges, complaints, claims, liabilities and obligations of any nature whatsoever, including but not limited to, rights or claims arising out of contract, express or implied, any covenant of good faith and fair dealing, any tort, Title VII of the Civil Rights Act of 1964, as amended, the 1991 Civil Rights Act, the Americans With Disabilities Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or other governmental statute, regulation or ordinance, any rights or claims for wages, vacation, overtime, commissions, bonuses, stock, stock options, entitlements or benefits, which Main now has, or claims to have, or which he at any time hereinafter may have or claim to have, whether known or unknown as of the date that this Agreement is fully executed.

10.         Waiver of Unknown Claims.  Main expressly waives the benefits of any rule or law that provides, in sum or substance, that a release does not extend to claims which the party does not know or suspect to exist in his favor at the time of executing the release, which if known by

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