AGREEMENT FOR DISTRIBUTION OF RETAINED EARNINGS AND 
TAX INDEMNIFICATION

This AGREEMENT FOR DISTRIBUTION OF RETAINED EARNINGS AND TAX INDEMNIFICATION (the "Agreement") is entered into effective the____ day of_________, 1998, between 1-800 CONTACTS, INC., a Utah corporation (the "Company"), and the stockholders of the Company listed on the signature page hereto (the "Stockholders").

WHEREAS, the Company is undertaking a public offering of its common stock in order to raise additional equity (the "Public Offering");

WHEREAS, the Company and the Stockholders have entered into this Agreement in connection with the Public Offering;

WHEREAS, the Company will be classified as an S corporation until immediately prior to the Public Offering, after which it will be classified as a C corporation;

WHEREAS, the Stockholders are all of the existing stockholders of the Company;

WHEREAS, the Company wishes to make a distribution to the Stockholders of all of its retained earnings prior to the termination of its status as an S corporation; and

WHEREAS, the Company and the Stockholders wish to provide for tax indemnification arrangements in connection with the Company's termination as an S corporation.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I 
DISTRIBUTION OF RETAINED EARNINGS

详细内容见附件