EX-10.37:FOURTH AMENDMENT TO LICENSED DEPARTMENT AGREEMENT

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                                                                   Exhibit 10.37

                                                       MATERIAL IN THIS DOCUMENT
                                                       HAS BEEN OMITTED PURSUANT
                                              TO A CONFIDENTIAL TREATMENT REQUEST

                                FOURTH AMENDMENT
                                       TO
                          LICENSED DEPARTMENT AGREEMENT

     This Fourth Amendment To Licensed Department Agreement (the "Amendment"),
is entered into by and between J. C. Penney Corporation, Inc., a Delaware
corporation having its principal place of business at 6501 Legacy Drive, Plano,
Texas 75024-3698 (hereinafter "Penney"), and U. S. Vision, Inc., a Delaware
corporation, having its principal place of business at Glen Oaks Industrial
Park, P. O. Box 124, Glendora, New Jersey (hereinafter "Operator").

     WHEREAS, Penney and Operator have entered into a Licensed Department
Agreement, dated February 1, 1995 (the "Agreement");

     WHEREAS, Penney and Operator amended the Agreement by an Amendment
("Amendment Number 1") to Licensed Department Agreement, dated December 18,
1996, by an Amendment No. 2 ("Amendment Number 2") to License Department
Agreement, dated April 13, 1998, and by a Third Amendment to License Agreement
("Amendment Number 3"), dated as of September 30, 2002;

     WHEREAS, Penney and Operator temporarily supplemented the Agreement by a
letter, dated December 18, 1997, and that supplemental letter is no longer in
effect; and

     WHEREAS, in accordance with the terms of the Agreement, the parties desire
to amend the following terms and provisions of the Agreement to reflect the
current agreement of the parties;

     WHEREAS, capitalized terms not otherwise defined in this Amendment are used
as defined in the Agreement; and

     NOW THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Penney and Operator hereby agree as follows:

                                    ARTICLE I

          Section 6 of the Agreement, as amended, shall be amended by deleting
the text of Section 6 in its entirety and replacing it with the following:

          The Operator shall pay to Penney a license fee for each Licensed
          Department to be determined by applying to Net Sales on a cash and
          credit basis, respectively, the percentages for cash Net Sales and for
          credit Net Sales set forth in the attached Schedule A. If Operator
          enters into a licensed department agreement or an arrangement similar
          to this Agreement with another Chain Retailer (as defined below) for
          the operation of optical departments and such arrangement provides for
          more favorable terms and conditions


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          relating to the amount and payment of license fees, then Operator
          agrees to notify Penney of such terms and conditions and agrees to
          promptly amend this Agreement, if Penney so requests, to include the
          more favorable terms and conditions relating to the amount and payment
          of license fees. For the purposes of this paragraph, a "Chain
          Retailer" means a national chain of department stores or large chain
          of discount stores such as Kmart, Target or Sam's Club.
          Notwithstanding the foregoing, in the event that Operator or any
          Affiliate of Operator acquires (by stock or asset purchase) a then
          existing chain of retail optical stores or then existing licensed
          op