ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT

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EXHIBIT 10.55

ASSET PURCHASE AGREEMENT

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ASSET PURCHASE AGREEMENT

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

January 27, 2005 by and between EYEGLASS EMPORIUM, INC., a Delaware corporation

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

corporation ("SRC")), VISION POINT I AND II, LLC's, Indiana limited liability

companies ("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. If Buyer is the successful bidder at

the Bankruptcy Court auction sale of certain assets of Seller to be conducted

on or about January 27, 2005, then subject to approval of the Bankruptcy

Court, Buyer shall purchase from Seller and Seller shall sell, transfer,

convey and deliver to Buyer, on the terms and subject to the conditions of

this Agreement, as modified by any increase in purchase price as a

consequence of the successful highest bid, at the Closing (as defined in

Section 6 below) 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;

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(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");

(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

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contract assumed by it in accordance with Section 3 below;. (c) all causes of

action and claims 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)

the successful bid amount reached pursuant to the bid procedure and reflected in

the sale procedure order, which shall be allocated as outlined below and

pro-rated to the final bid amount:

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<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 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

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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 successful bid amount, 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.

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 Seller's assignment

of the Store Leases and Assumed Contracts;

(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"). Closing shall take place at a

location mutually agreed on by the parties. 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

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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 Delaware

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 permit the

consummation of the transactions contemplated by this Agreement have been

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

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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 clear of all liens, mortgages,

leases, pledges, security interests, restrictions, prior assignments,

encumbrances and claims of any kind or nature.

7.5 Store Leases and