ADMINISTRATIVE SERVICES AGREEMENT

Exhibit 10.6

ADMINISTRATIVE SERVICES AGREEMENT

This Agreement is entered into effective as of 1st day of January 2007 by and between Eye Care Centers of America, Inc. (“Subsidiary”) and Highmark, Inc. (“Highmark”).

WHEREAS, Subsidiary is a Texas corporation which is affiliated with Highmark, a Pennsylvania non-profit, membership, non-stock corporation;

WHEREAS, Subsidiary requires certain administrative and corporate services and facilities and equipment to conduct its business operations;

WHEREAS, Highmark is prepared to provide certain administrative and corporate services and to make available facilities and equipment to Subsidiary for Subsidiary’s business operations; and

WHEREAS, Subsidiary and Highmark desire to enter into a formal agreement to identify and provide for the reimbursement of the cost of the services, facilities and/or equipment to be provided by Highmark to Subsidiary;

NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein, and intending to be legally bound, Subsidiary and Highmark agree as follows:

ARTICLE I

Highmark Responsibilities

Highmark shall make available to Subsidiary, during the term of this Agreement certain administrative and corporate services (“Services”) and facilities and equipment (“Facilities”) mutually determined to be appropriate for Highmark to provide to assist Subsidiary in conducting its business operations. The Services may include, but are not limited to, financial, investment, procurement, human resource services, information systems, communications, payroll, employee benefits, and other services as the parties may agree to from time to time. The Facilities may include, but are not limited to, office floor space, telephones, furniture, building maintenance, and cleaning services and other Facilities as the parties may agree to from time to time.

Highmark shall provide the level of service requested by Subsidiary subject to the ability of Highmark staff to accommodate these requests.

ARTICLE II

Compensation for Services

Subsidiary agrees to pay Highmark in accordance with the terms set forth below. The fees shall be fair and reasonable and consistent with the cost for Highmark to make the Services or Facilities available to Subsidiary. Highmark shall invoice Subsidiary on a monthly basis with the monthly fee calculated as follows:

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ARTICLE III

Term and Termination

1. Term. This Agreement shall be effective the date first written above and continue in effect for a term of one year thereafter. It shall renew automatically for successive terms of one year unless terminated as provided in Section 2 of this Article, unless otherwise stated herein.

2. Termination. This Agreement may be terminated:

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ARTICLE IV

Liability

ARTICLE V

General

Except as otherwise provided herein, neither party shall assign or subcontract this Agreement, or any interest herein, or any part of this Agreement without the other party’s prior written consent which shall not be unreasonably withheld.

The validity of this Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the parties shall be governed by the laws of the Commonwealth of Pennsylvania.

No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties.

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This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises and representations, whether oral or written, between the parties with respect to the subject matter hereof.

Notwithstanding any provision of this Agreement to the contrary, in the event that control or change in ownership of either party is acquired by a third party, this Agreement shall terminate immediately without the need for further notice or action by the non-acquired party.

IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this Agreement as of the day, month and year first above written.

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Schedule A

Highmark Inc.

2007 Home Office Charges

Prepared by Cost Management

Schedule B

HIGHMARK

2007 CENTRALIZED SERVICE RATES