ASSET PURCHASE AGREEMENT

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EXHIBIT 10.54

ASSET PURCHASE AGREEMENT

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into on

December 31, 2004 by and between EYEGLASS EMPORIUM, INC., an Indiana

corporation ("Seller") (a wholly owned subsidiary of Sight Resource Corporation,

a Delaware corporation ("SRC")), RX OPTICAL LABORATORIES, INC., a Michigan

corporation qualified to do business in the State of Indiana ("Buyer"), and SRC,

which enters into this Agreement for the sole purpose of being bound by the

provisions of Section 5 below:

RECITALS:

A. WHEREAS, Seller is in the business of marketing and selling to the

general public at six retail eye care centers in the State of Indiana (the

"Centers") eyeglass frames and lenses, contact lenses and related eyewear

accessories (the "Business"); and

B. WHEREAS, Seller and Buyer have agreed, on the terms and subject to the

conditions of this Agreement, that Seller shall sell to Buyer, and Buyer shall

purchase from Seller, substantially all of the assets owned and used by Seller

in the conduct of the Business; and

C. WHEREAS, on June 24, 2004 Seller filed in the United States Bankruptcy

Court for the Southern District of Ohio (the "Bankruptcy Court") a voluntary

petition for relief under Title 11 of Chapter 11 of the United States Code (the

"Bankruptcy Code") and Seller and Buyer also have agreed that this Agreement

shall be subject to the approval of the Bankruptcy Court pursuant to Section 363

of the Bankruptcy Code so that, inter alia, the Assets (as defined in Section 1

below) can be conveyed by Seller to Buyer free and clear of any interests other

than the Assumed Liabilities (as defined in Section 3.2 below).

NOW, THEREFORE, in consideration of the mutual undertakings herein, and

other good and valuable considerations, the receipt and sufficiency of all of

which the parties hereby acknowledge, it is agreed that:

1. PURCHASE AND SALE OF ASSETS.

1.1 Subject Assets. Subject to approval of the Bankruptcy Court and

the entry of the Sale Order (as defined in Section 9.1 below), on the terms and

subject to the conditions of this Agreement, at the Closing (as defined in

Section 6 below) Buyer shall purchase from Seller and Seller shall sell,

transfer, convey and deliver to Buyer all of Seller's direct and indirect

rights, titles and interests in and to the following tangible and intangible

property owned, leased or otherwise used by Seller in connection with the

operation of the Business (the "Assets"):

(a) Inventory. All eyeglass frames and lenses, contact lenses,

related eyewear accessories and other inventory owned by Seller and located in

or at the Centers;

(b) FFE. All office furniture and equipment, optical

equipment, appliances, display cases, fixtures, supplies, accessories and other

tangible personal property located in or at the Centers including, without

limitation, the personal property described on the attached Exhibit A (the

"FFE");

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(c) Leases. All real property leases for the Centers

identified on the attached Exhibit B (the "Store Leases") together with all

security deposits held by lessors or landlords in accordance with the provisions

of each Store Lease;

(d) Contracts. All managed care contracts, all written

agreements with doctors of optometry (the "Doctor Agreements") listed on the

attached Exhibit C and other written or oral customer contracts, agreements and

commitments (including customer deposits) (together with the Doctor Agreements,

the "Assumed Contracts");

(e) Intellectual Property. The name "Eyeglass Emporium" and

all related service marks, logos and other proprietary rights and intellectual

property under, by and through which Seller conducts the Business including,

without limitation: (i) the United States registered service mark "Eye Glass

Emporium", serial number 73692008 filed October 26, 1987 in the United States

Patent Office; (ii) all advertising devices displaying the Eyeglass Emporium

service mark including, without limitation, all signs, kiosks and other

advertising media; (iii) all stocks of business forms and promotional pass out

literature that contains or makes reference to Eyeglass Emporium; and (iv) all

presently existing telephone numbers for each of the Centers to the extent such

numbers are transferable (the "Intellectual Property"); and

(f) Books and Records. All books and records including,

without limitation, Seller's hard copies and electronic versions of the

accounting records, customer lists, patient records, manuals, personnel,

employment and payroll files, promotional materials, business forms, permits,

licenses, titles and other written, printed or electronic information of any

kind used by Seller or its employees and contractors/tenant doctors of optometry

to conduct the Business, including without limitation all data and information

in the Seller's POS Delta System (access to which shall be provided by Seller to

Buyer for electronic transfer at Buyer's expense) and any and all other records

and information (the "Books and Records").

1.2 "As Is" Transaction. Buyer hereby acknowledges and agrees that,

except as otherwise expressly provided in this Agreement, Seller makes no

representations or warranties of any kind whatsoever, express or implied, with

respect to any matter relating to the Assets or otherwise relating to any of the

transactions contemplated hereby including, without limitation, any income to be

derived or expenses to be incurred in connection with the Assets or the conduct

of the Business, the physical condition of any tangible Assets or improvements

which are the subject of any Store Leases to be assumed by Buyer at the Closing,

the value of the Assets, the terms or amounts of any Assumed Liabilities, or the

merchantability or fitness of the Assets for any particular purpose.

Accordingly, subject to the representations, warranties and covenants expressly

set forth in this Agreement Buyer shall accept the Assets at the Closing "AS

IS," "WHERE IS" AND "WITH ALL FAULTS."

2. EXCLUDED ASSETS. Buyer shall not purchase or otherwise acquire from

Seller, and Seller shall retain all of its rights, titles and interests in

and to: (a) all cash, cash equivalents, bank accounts and securities of

Seller; (b) all accounts receivable of Seller, except that Buyer shall be

entitled to receive payment for all services rendered by it after closing for

completion of work in process commenced by Seller and not completed at the

time of closing provided Buyer's services are necessary to complete

performance of an oral or written contract assumed by it in accordance with

Section 3 below;. (c) all causes of action and claims

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which Seller may have under Sections 506, 510, 542 through 551 inclusive and

553 of the Bankruptcy Code; and (d) all assets not specifically enumerated in

Section 1 above.

3. RETENTION AND ASSUMPTION OF LIABILITIES.

3.1 Liabilities Retained by Seller. Subject to Section 3.2 below,

and except as otherwise expressly provided in this Agreement, Seller shall

remain solely and entirely responsible for its own liabilities and Buyer shall

not assume or otherwise be liable for or acquire the Assets subject to, and

Buyer's purchase of the Assets shall not constitute or be deemed to constitute

the assumption of, any liabilities of Seller whatsoever, whether direct or

indirect, fixed or contingent, disputed or undisputed, liquidated or

unliquidated, known or unknown, recorded or unrecorded.

3.2 Liabilities Assumed by Buyer. Buyer shall pay and otherwise

perform when due the obligations of Seller: (a) under the Store Leases and the

Assumed Contracts relating to periods after the Closing Date (as defined in

Section 6 below); and (b) to Seller's current employees only for accrued but

unused PTO (paid time-off) including, without limitation, accrued but unused

sick leave, family leave and vacation time for those employees that Buyer, in

the exercise of its sole judgment, elects to employ as provided in Section 3.3

below (collectively the "Assumed Liabilities").

3.3 Seller's Employees. Buyer shall have the right, but not the

obligation, to employ any present employee of Seller. Buyer shall have no

responsibility or liability as a result of Buyer's acquisition of the Assets, or

its employment of any such employees, with respect to contributions to or

obligations for any of Seller's employee benefit plans, any multi-employer

pension plan to which Seller may contribute or, except as provided in Section

3.2 above, any other liability or employee fringe benefit of Seller which is due

or unsatisfied as of the Closing.

4. PURCHASE PRICE.

4.1 Amount. The purchase price for the Assets shall be: (a) 537,000,

which shall be allocated as follows:

<TABLE>

<S> <C>

Inventory $ 269,000

FFE $ 56,000

Store Leases and Assumed Contracts $ 60,000

Intellectual Property and

Books and Records $ 122,811

Goodwill/Name $ 29,189

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$ 537,000

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plus (b) the Assumed Liabilities.

4.2 Reporting. The purchase price for the Assets shall be allocated

for federal income tax purposes in accordance with Section 4.1 above and IRS

Form 8594 required to be filed under Section 1060 of the Internal Revenue Code

of 1986, as amended (the "Code"), in connection with the purchase and sale of

the Assets shall reflect such allocations. Seller and

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Buyer shall file all tax and other returns in a manner consistent with such

allocations and shall take no position contrary thereto.

4.3 Prorations. All payments from doctors in accordance with the

Doctor Agreements, all lease and rental charges (including, without limitation,

rent and other amounts payable by Seller under the Store Leases), and all

monthly utility charges shall be prorated between Seller and Buyer as of the

Closing Date, with Seller being responsible for, and entitled to the benefit of,

all such charges and payments relating to periods prior to the Closing Date and

Buyer being responsible for, and entitled to the benefit of, all such charges

and payments, on and after the Closing Date. Should either Seller or Buyer pay

any such charges for which the other party is responsible, then the responsible

party shall promptly reimburse the other party therefor. Should either Seller or

Buyer receive any revenues to which the other party is entitled, then such

revenues shall promptly be paid over to the appropriate party.

4.4 Transfer Taxes. Buyer shall pay all federal, state and local

sales, use, transfer, documentary stamp, conveyance, recording, conveyance and

similar taxes arising out of, in connection with or related to the transactions

contemplated by this Agreement.

5. NON COMPETITION AGREEMENT. Seller and SRC shall enter into a non

competition agreement prohibiting the ownership, operation, or participation

in any manner by Seller, SRC and any affiliate of them in any retail eye

glass store in competition with Buyer in Lake, Porter and LaPorte Counties in

the State of Indiana for a three (3) year period commencing on the Effective

Time (the "Non Competition Agreement"). "Affiliate" as used in this Section

5, means any person or entity who controls, is controlled by, or is under

common control with Seller or SRC, either directly or indirectly through

intermediaries.

6. CLOSING. The closing of the transactions contemplated by this Agreement

(the "Closing") shall take place on or before January 28, 2005 or at such

other date and time to which the parties may agree (the "Closing Date"). At

the Closing:

6.1 Buyer's Payments and Deliveries. Buyer shall deliver to Seller:

(a) the sum of $537,000, plus or minus any adjustments

provided for in this Agreement, in immediately available funds by wire transfer

to a bank account designated by Seller;

(b) one or more agreements effecting the assignment to Buyer

of the Store Leases and Assumed Contracts;

(c) a certified copy of the consent of the board of directors

of Buyer authorizing and directing Buyer to enter into and perform its

obligations under this Agreement; and

(d) such other documents, instruments and deliveries as Seller

reasonably may request.

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6.2 Seller's Deliveries. Seller shall deliver to Buyer:

(a) a bill of sale conveying all of the Assets to Buyer;

(b) one or more agreements effecting Buyer's assumption of the

Assumed Liabilities;

(c) a certified copy of the consent of the board of directors

of Seller authorizing and directing Seller to enter into and perform its

obligations under this Agreement;

(d) the Non Competition Agreement executed by Seller and SRC;

and

(e) such other documents, instruments and deliveries as Buyer

reasonably may request.

The purchase and sale of the Assets shall be effective at 6:00 p.m. local time

on the Closing Date (the "Effective Time"). Buyer shall be given possession of

the Assets at the Effective Time. Until the Effective Time, all employees of

Seller shall continue to be its employees, and all business operations of Seller

shall be for Seller's account and risk and Seller shall bear all risk of loss.

7. REPRESENTATIONS AND WARRANTIES OF SELLER. If and only to the extent

that under applicable federal, state or local law the breach of any of the

following representations or warranties would result in, or fail to disclose,

a lien upon or claim against the Assets, or result in a claim against Buyer

for a liability of Seller (other than the Assumed Liabilities), and subject

to its obligations as a debtor-in-possession under the Bankruptcy Code,

Seller hereby represents and warrants to and covenants with Buyer that:

7.1 Organization. Seller is a corporation duly organized, validly

existing and in good standing under the laws of the State of Indiana and is the

sole owner of the Assets. Subject to its obligations as a debtor-in-possession

under the Bankruptcy Code, Seller has full authority and power to carry on the

Business as it is now conducted.

7.2 Authority and Enforceability.

(a) Seller has and at the Closing will have all requisite

power, right and authority to enter into this Agreement and to consummate the

transactions contemplated by this Agreement. All action required under

applicable law has been or will be taken by the board of directors of Seller to

authorize Seller's execution of, and the consummation of the transactions

contemplated by, this Agreement. This Agreement and each other agreement and

instrument to be executed by Seller in connection herewith have been (or upon

execution will have been) duly executed and delivered by Seller and constitute

(or upon execution will constitute) legal, valid and binding obligations of

Seller enforceable against Seller in accordance with their respective terms.

(b) All consents, approvals and authorizations and all other

requirements prescribed by any law, rule or regulation which must be obtained or

satisfied by Seller and which are necessary for the execution and delivery by

Seller of this Agreement and the documents to be executed and delivered by

Seller in connection herewith and in order to

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permit the consummation of the transactions contemplated by this Agreement have

been obtained and satisfied or will be obtained and satisfied by the Closing.

7.3 No Violation or Conflict. The execution and delivery of this

Agreement, the consummation of the transactions contemplated hereby and the

fulfillment of the terms hereof will not violate or result in a breach of any of

the terms or provisions of, or constitute a default (or an event which, with

notice or the passage of time, or both, would constitute a default) under, or

conflict with or result in the termination of, or accelerate the performance

required by any: (a) agreement, indenture, contract or other instrument to which

Seller is a party or by which Seller or the Assets are bound except the loan

agreements between Seller and CadleRock Joint Venture, L.P.; (b) Seller's

Articles of Incorporation; (c) any judgment, decree, order or award of any

court, governmental body or arbitrator by which Seller or the Assets are bound;

or (d) any law, rule or regulation applicable to Seller or the Assets.

7.4 Title to Assets. Seller has good title to, is the sole lawful

owner of, and has the right to use all of the Assets and at the Closing will

transfer the Assets to Buyer free and