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Exhibit 10.35
AMENDMENT NO. 2
TO LICENSED DEPARTMENT AGREEMENT
This Amendment No. 2 dated effective as of April 13, 1998 amends
the
terms and conditions of the Licensed Department Agreement between
J.C. Penney
Company, Inc. ("Penney") and U. S. Vision, ("Operator") dated as of
February 1,
1995, as amended December 18, 1996 (the "Agreement").
WHEREAS, incident to its operation of the Licensed Department,
Operator
seeks to establish a website utilizing the tradename "JCPenney
Optical" (the
Website"); and
WHEREAS, the parties have agreed to amend the Agreement to provide
for
the terms and conditions applicable to the Website;
NOW THEREFORE, in consideration of the mutual covenants
contained
herein, and other good and valuable consideration, the receipt and
sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. The
Operator shall be responsible for the domain name
registration, construction, maintenance, site hosting, content and
operation of
the Website. The domain name for the Website shall be
"www.jcpenneyoptical.com".
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2. Operator
shall comply with
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