LOAN AND SECURITY AGREEMENT

                                                                   EXHIBIT 10.15
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                           LOAN AND SECURITY AGREEMENT


BORROWER'S ORGANIZATION ID NO. C 1209237
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THIS LOAN AND SECURITY AGREEMENT (this "AGREEMENT") dated December 14, 2006, is
made by and between SIGNATURE EYEWEAR, INC., a California corporation
("BORROWER"), whose address is 498 N. Oak Street, Inglewood, California 90302,
and HOME LOAN AND INVESTMENT COMPANY, a Colorado corporation ("LENDER"), whose
address is 205 North 4th Street, P.O. Box 100, Grand Junction, CO 81502.

                                    AGREEMENT

     IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN,
AND SUBJECT TO THE TERMS OF THIS AGREEMENT AND THE RELATED LOAN DOCUMENTS,
Lender and Borrower hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall be defined
as follows:

     (a) "2003 HLIC Loan Documents" means (i) that certain Loan and Security
Agreement ("2003 Loan Agreement") dated April 21, 2003 between Borrower and
Lender whereby Lender agreed to lend to Borrower the original principal amount
of Three Million and No/100ths Dollars (US$3,000,000.00) and a revolving line of
credit in an amount not to exceed Five Hundred Thousand and No/100ths Dollars
(US$500,000.00); (ii) that certain promissory note dated April 21, 2003 made by
Borrower and payable to Lender in the original principal amount of Three Million
and No/100 Dollars (US$3,000,000.00); (iii) that certain promissory note dated
April 21, 2003 made by Borrower and payable to Lender in the original principal
amount of Five Hundred Thousand and No/100ths Dollars (US$500,000.00); (iv) that
certain Letter of Credit, as defined in the 2003 Loan Agreement; (v) that
certain Subordination Agreement ("Original Subordination Agreement") dated April
21, 2003 among Lender, Borrower and Bluebird wherein Bluebird agrees to
subordinate certain rights to payments and distributions to Lender; and (vi)
such other documents securing the payment and performance of the indebtedness
and other obligations of Borrower to Lender under the 2003 Loan Agreement.

     (b) "Account" or "Accounts" means any right to payment for goods sold or
leased or for services rendered which is not evidenced by an instrument or
chattel paper from any Person, whether now existing or hereafter arising or
acquired, whether or not it has been earned by performance.

     (c) "Account Debtor" means the Person obligated on an Account.

     (d) "Affiliate" means any Person directly or indirectly controlling,
controlled by, or under common control with Borrower, and includes any employee
stock ownership plan of Borrower or an Affiliate. "Control" (including with
correlative meaning, the terms "controlling," "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the

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management and policies of that Person, whether through the ownership of voting
securities, by contract or otherwise.

     (e) "Bluebird Obligations" means Borrower's liabilities, duties and
obligations arising from or related to that certain revolving credit facility of
even date herewith wherein Bluebird has agreed to make available to Borrower a
revolving credit facility in an amount not to exceed Four Million One Hundred
Fifty Thousand and No/100 Dollars (US$4,150,000) ("Credit Facility"), and
Borrower's liabilities, duties and obligations arising from or related to that
certain Stock Purchase Agreement of even date herewith wherein Bluebird has
agreed to subscribe for Eight Hundred Thousand and No/100ths Dollars
(US$800,000.00) of preferred stock in Borrower ("Preferred Stock") (the Credit
Facility and the Preferred Stock shall be collectively referred to as the
"Bluebird Obligations").

     (f) "Closing" has the meaning set forth in Section 9 below.

     (g) "Code" means the Uniform Commercial Code of Colorado except where the
Uniform Commercial Code of another state governs the perfection of a security
interest in Collateral located in that state.

     (h) "Collateral" means all property securing the Obligations, as described
in Sections 7 and 12.

     (i) "Debt" means, at any date, the aggregate amount of without duplication,
(i) all obligations of Borrower or any Subsidiary for borrowed money, to
reimburse open letters of credit and banker's acceptances, (ii) all obligations
of Borrower or any Subsidiary evidenced by bonds, debentures, notes or other
similar instruments, (iii) all obligations or liabilities of others secured by a
lien on any asset of Borrower or any Subsidiary, whether or not such obligation
or liability is assumed and, (iv) all obligations of Persons other than Borrower
or Subsidiary, guaranteed by Borrower or any Subsidiary, (vii) all obligations
of Borrower and any Subsidiary, direct or indirect, for letters of credit.

     (j) "Eyewear Licenses" means the licenses held today or hereafter acquired
by Borrower pursuant to which a Person licenses to Borrower the right to
manufacture, market, sell and/or distribute eyeglass frames and related eyewear
accessories using trademarks, tradenames and other intellectual property owned
by such Person.

     (k) "GAAP" means generally accepted accounting principles, consistently
applied.

     (l) "Inventory" means goods held for sale or lease in the ordinary course
of business, work in process and any and all raw materials used in connection
with the foregoing, including without limitation, finished goods consisting
solely of prescription eyeglass and sunglass frames, which (i) is owned by
Borrower free and clear of all liens, encumbrances and rights of others, except
the security interests granted to Lender, (ii) is located in the United States
of America, and (iii) is not, in Lender's opinion, obsolete, unsalable, damaged,
unfit for further processing or otherwise unacceptable to Lender. Inventory will
be valued at the lower of cost or market in accordance with GAAP.

     (m) "Lien" means any mortgage, lien or security interest.

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     (n) "Loan Documents" means this Agreement, the Note, the Subordination
Agreement, and any UCC financing statements related to the Loan.

     (o) "Loan" has the meaning set forth in Section 2 below.

     (p) "Note" has the meaning set forth in Section 3 below.

     (q) "Obligations" means all present and future liabilities and obligations
of Borrower to Lender hereunder and all other liabilities and obligations of
Borrower to Lender under the Loan Documents, of every kind, now existing or
hereafter owing, matured or unmatured, direct or indirect, absolute or
contingent, joint or several, including any extensions and renewals thereof and
substitutions therefor.

     (r) "Permitted Lien" means:

          (i) Liens in favor of Lender;

          (ii) Liens for taxes (excluding any Lien imposed pursuant to any of
the provisions of ERISA) not yet due, or being contested in good faith for which
adequate reserves have been established;

          (iii) Liens arising in the ordinary course of business by operation of
law or regulation, but only if payment in respect of any such Lien is not at the
time required or if such payment is being contested in good faith by appropriate
proceedings diligently conducted, and such Liens do not in the aggregate,
materially detract from the value of the assets of Borrower or materially impair
the use thereof in the operation of Borrower's or its Subsidiaries' business;

          (iv) Liens in connection with leases of real or personal property;

          (v) Purchase money security interests (which term shall include
mortgages, conditional sales contracts, capitalized leases and all other title
retention or deferred purchase devices) to secure the purchase price of property
acquired hereafter by the Borrower or any Subsidiary; provided, however, that no
such purchase money security interests shall extend to or cover any property
other than the property the purchase price of which is secured by it; and

          (vi) Liens arising from or as a result of the Bluebird Obligations,
provided such Liens are subordinate to the Note in accordance with the
Subordination Agreement.

     (s) "Person" means any individual or entity.

     (t) "Subordination Agreement" has the meaning set forth in Section 4 below.

     (u) "Subsidiary" means any corporation, the majority of whose voting shares
are at any time owned, directly or indirectly, by Borrower and/or by one or more
Subsidiaries.

     (v) "Total Current Assets" means as of any date the total current assets of
Borrower consisting solely of cash, Inventory and Accounts, net of reserves and
allowances, on such date as reflected on the balance sheet of Borrower on such
date.

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2. Loan. Lender hereby agrees to lend to Borrower, and Borrower hereby agrees to
borrow from Lender, the principal amount of Seven Hundred Fifty Thousand and
No/100ths Dollars (US$750,000.00) (the "Loan") on the terms and conditions set
forth below.

3. Note. The Loan shall be evidenced by Borrower's execution and delivery to
Lender of a promissory note (such note, as may be amended, renewed or extended
from time to time, with prior written approval of Lender (the "Note")), in
substantially the form attached hereto as Exhibit A. The Note shall (i) bear
interest at a rate of twelve percent (12%) per annum, (ii) be due and payable on
or before April 21, 2008, (iii) allow prepayment at any time during the term
thereof without penalty, (iv) provide for the payment of interest only on a
monthly basis during the Loan term, and (v) provide for the payment of an
origination fee equal to Eleven Thousand Two Hundred and Fifty No/100ths Dollars
($11,250.00) to Lender at Closing.

4. Subordination.

     (a) Any Debt to any shareholder of Borrower or any Subsidiary or Affiliate
of Borrower shall be subordinated to the Note. Further, Borrower shall request
that Bluebird Finance Limited ("Bluebird"), a company organized under the laws
of the British Virgin Islands, execute and deliver to Lender a Subordination
Agreement ("Subordination Agreement"), subordinating Bluebird's rights to
receive any payments, dividends or proceeds from Borrower to the rights of
Lender under the Note and this Agreement. Such subordination shall remain
effective until such time as Borrower's obligations under the Note has been
satisfied in full.

     (b) Borrower will not, directly or indirectly, (i) permit any payment to be
made in respect of any Debt to any shareholder of Borrower or any Subsidiary or
Affiliate of Borrower, including Bluebird or its Affiliates, other than
scheduled payments of interest, principal and dividends permitted under the
"Original Subordination Agreement, or the Subordination Agreement, which
payments shall be and are hereby made subordinate to the payment of principal
of, and interest on, the Note, or (ii) permit the amendment, rescission or other
modification of any of Borrower's subordinated obligations in such a manner as
to affect adversely the lien priority of the Lender in any property, real or
personal, pledged to secure any of the Loan Documents.

5. Fees and Expenses. Lender shall be entitled to receive reimbursement from
Borrower for all of Lender's out-of-pocket expenses, charges, costs and fees,
including Lender's reasonable attorney's fees, incurred in connection with the
Loan.

6. Closing Documents. The Closing of the Loan shall occur on or before December
21, 2006, at the offices of Lender or such other time and place as are mutually
agreeable to Borrower and Lender ("Closing"). At the Closing, Lender shall
receive all of the following:

     (a) The Note duly executed by an authorized officer of Borrower;

     (b) The Subordination Agreement duly executed by an authorized officer of
Bluebird;

     (c) Executed copies (and acknowledgement copies to the extent reasonably
available) of financing statements (Form UCC-1) duly filed under the Code in all
such jurisdictions as may be necessary or, in Lender's opinion, desirable to
perfect Lender's security

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interests created under this Agreement, and evidence that all filings,
recordings and other actions that are necessary or advisable, in Lender's
opinion, to establish, preserve and perfect Lender's security interests and
liens as legal, valid and enforceable first security interests and liens in the
Collateral have been effected;

     (d) Evidence that the insurance required by Section 11(i) hereof is in
effect;

     (e) Opinion of Borrower's counsel in form acceptable to Lender;

     (f) Such other documents, corporate authorizations and resolutions,
instruments and items as Lender may reasonably require to evidence and protect
the Loan.

7. Representations and Warranties of Borrower. To induce Lender to enter into
this Agreement and to make the Loan, Borrower represents and warrants to Lender
as of the date hereof that:

     (a) Organization, Etc. Borrower is a California corporation, duly
organized, validly existing and in good standing under the laws of California;

     (b) Authority and Enforceability. Borrower has full corporate power to
enter into and perform its obligations under this Agreement and the Note, all
amendments thereto, and all other documents contemplated hereby or executed
pursuant hereto, and such Agreement, Note and Loan Documents are valid and
binding obligations of Borrower, enforceable against Borrower pursuant to the
terms and conditions thereof;

     (c) Violation of Laws. Except as provided to Lender concurrent herewith,
Borrower is not in violation of any law, regulation or ordinance, or any order
of any court or governmental authority which could have material adverse effect
on Borrower or Borrower's business, and no provision of this Agreement, the Note
or the Loan Documents would cause Borrower to be in violation of any applicable
law, any order of any court or governmental authority or any contract or
agreement binding on Borrower or Borrower's personal property;

     (d) Taxes. Except as provided to Lender concurrent herewith, to the extent
required by applicable law, Borrower has filed all necessary tax returns and
reports and has paid all taxes and governmental charges thereby shown to be
owing, except to the extent such failure to file or pay would not have a
material adverse effect on Borrower or Borrower's business;

     (e) Collateral. Borrower owns and has possession of and has the right and
power to grant a security interest in the Collateral, and the Collateral is
genuine and free from liens, adverse claims, setoffs, defaults, prepayments,
defenses and encumbrances except for Permitted Liens. No bills of lading,
warehouse receipts or other documents or instruments of title are outstanding
with respect to the Collateral or any portion of the Collateral, in favor of a
Person other than Borrower. The office where Borrower keeps its records
concerning all Accounts and where it keeps the bulk of its Inventory is 498
North Oak Street, Inglewood, California 90302;

     (f) ERISA. Borrower is in compliance in all material respects with all
applicable provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). No "Reportable

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Event" (as defined in ERISA and the regulations issued thereunder (other than a
"Reportable Event" not subject to the provision for thirty (30) day notice to
the Pension Benefit Guaranty Corporation ("PBGC") under such regulations)) has
occurred with respect to any benefit plan of Borrower nor are there any unfunded
vested liabilities under any benefit plan of Borrower. Borrower has met its
minimum funding requirements under ERISA with respect to each of its plans and
has not incurred any material liability to the PBGC in connection with any such
plan;

     (g) Consents. No consent, license, permit, or authorization of, exemption
by, notice or report to, or registration, filing or declaration with, any
governmental authority or agency is required by or of Borrower in connection
with the execution, delivery and performance by Borrower of this Agreement or
the transactions contemplated hereby, except for securities law filings with
respect to the Warrants; and

     (h) Use of Proceeds. The proceeds of the Loan shall be used solely for the
purpose of paying the outstanding principal balance and accrued interest due on
that certain promissory note dated October 31, 2005 made by Borrower and payable
to Lender in the original principal amount of Six Hundred Fifty-Five Thousand
Six Hundred Ninety-Three and 00/100ths Dollars ($655,693.00) and any remaining
proceeds shall be used solely for working capital purposes in the normal course
of business.

8. Affirmative Covenants. Until payment or performance in full of the Note,
Borrower shall, unless otherwise agreed upon by Lender in writing:

     (a) Satisfaction of Obligations. Duly and punctually pay or cause to be
paid the principal of and interest on the Note on the dates, in the places and
in the manner set forth therein, and perform and observe all other obligations
hereunder and thereunder.

     (b) Maintain Existence. Maintain and preserve the existence of Borrower in
good standing under the laws of California and maintain its right to transact
business in California and in all other states where its activities and
ownership of assets are such that qualification to transact business is
necessary under the laws of such states.

     (c) Borrower's Total Current Assets. Maintain Borrower's Total Current
Assets, at any time, of at least Seven Million and No/100ths Dollars
($7,000,000.00), and permit Lender, or its duly authorized agents to conduct an
audit of Borrower's books and records, at Borrower's sole expense, to confirm
such Total Current Assets of Borrower.

     (d) Books and Records. Keep and maintain full and accurate books and
records with respect to its operations, cash flows, and other financial matters
and permit Lender, or their duly authorized agents, to inspect such books and
records at any reasonable time.

     (e) Financial Statements. Borrower will furnish to Lender on a continuing
basis:

          (i) Within forty-five (45) days after the end of each month (other
than the last month of a fiscal quarter), or sooner if available, a financial
statement consisting of not less than a balance sheet and income statement,
prepared in accordance with GAAP, which financial statement may be internally
prepared;

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          (ii) Within forty-five (45) days after the end of each fiscal quarter
of each fiscal year: (A) a copy of the 10Q filed by Borrower with the Securities
and Exchange Commission, including therein a financial statement consisting of
not less than a balance sheet, income statement, and statement of cash flows,
with notes thereto, prepared in accordance with GAAP and (B) supporting
schedules of costs of goods sold, operating expenses and other income and
expense items, and (C) Borrower's certification as to whether any event has
occurred which constitutes an Event of Default, and if so, stating the facts
with respect thereto, which financial statement and supporting schedules may be
internally prepared;

          (iii) Within one hundred twenty (120) days after the close of
Borrower's fiscal year-: (A) a copy of the 10K report filed by Borrower with the
Securities and Exchange Commission, including therein an annual audit report for
Borrower and the Subsidiaries which includes therein a balance sheet, income
statement, reconciliation of net worth and statement of cash flows, with notes
thereto, the balance sheet, income statement and statement of cash flows to be
audited by Grobstein, Horwath & Company LLP or another certified public
accountant acceptable to Lender, certified by such accountant to have been
prepared in accordance with GAAP; (B) supporting schedules of costs of goods
sold, operating expenses and other income and expense items; and (C) Borrower's
certification as to whether any event has occurred which constitutes an Event of
Default, and if so, stating the facts with respect thereto; and

          (iv) Within ten (10) days of filing, a copy of the Federal income tax
return of the Borrower.

     (f) Collateral.

          (i) Borrower will maintain in accord with sound accounting practices,
accurate records and books of account showing, among other things, all Inventory
and Accounts, the proceeds of the sale or other disposition thereof and the
collections therefrom. Borrower will not change the accounting method used to
determine Borrower's Inventory cost without Lender's prior written approval,
except as required by Borrower's independent auditors with prior written notice
thereof provided to Lender. Borrower will permit representatives of Lender, at
any reasonable time, to inspect, audit, examine and make extracts or copies from
all books, records and other data relating to the Collateral, to inspect any of
Borrower's properties and to confirm balances due on Accounts by direct inquiry
to Account Debtors, and will give Lender, promptly upon request, all information
regarding the business or finances of Borrower;

          (ii) Borrower will, if requested by Lender, mark its records
concerning its Inventory and Accounts in a manner satisfactory to Lender to show
Lender's security interest therein;

          (iii) Borrower will, if requested by Lender, provide Lender with a
current physical count of its Inventory in the manner specified by Lender;

          (iv) Borrower will pay Lender, upon demand, the cost, including, but
not limited to reasonable attorneys' fees and expenses expended or incurred by
Lender in the collection or enforcement of any Accounts or other Collateral. If
Lender itself undertakes such

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collection or enforcement, together with all taxes, charges and expenses of
every kind or description paid or incurred by Lender under or with respect the
Loan or any Collateral therefor;

          (v) Borrower will maintain the tangible Collateral in good condition
and promptly notify Lender of any event causing material loss or reduction of
value of Collateral and the amount of such material loss or reduction; and

          (vi) Borrower will, upon request by Lender, supply Lender with a
current list of the names and addresses of all Account Debtors.

     (g) Collateral Reports. Borrower will supply the following collateral
reports, together with such additional information, reports and/or statements as
Lender may reasonably request, within fifteen (15) days after the end of each
month:

          (i) A listing and aging by invoice date of all accounts receivable and
accounts payable (together with sales and payment terms, and detail of
outstanding balances due by invoice date from all Account Debtors, including
Borrower's worksheet for reserves);

          (ii) A reconciliation of such aging with the previous aging delivered
to Lender; and

          (iii) A listing of all Inventory, setting out types, locations and
dollar value, which dollar value is in conformity with GAAP, including a detail
of obsolete Inventory reserves, in form acceptable to Lender.

     (h) Taxes and Premiums. Borrower will, and will cause each Subsidiary to,
pay and discharge all taxes, assessments, governmental charges, and real and
personal taxes including, but not limited to, federal and state income taxes,
employee withholding taxes and payroll taxes, and all premiums for insurance
required hereunder, prior to the date upon which penalties are attached thereto.
Lender may pay, for the account of Borrower, any of the foregoing which Borrower
fails to pay; any such amounts will be paid by Borrower to Lender, with interest
thereon at the rate stated in the Note, upon demand.

     (i) Insurance. (i) Borrower will, and will cause each Subsidiary to, (1)
keep its Inventory, equipment and any other tangible personal property which is
Collateral insured for the benefit of Lender under a standard mortgagee
protection clause (to whom any loss will be payable) in such amounts, by such
companies and against such risks as may be satisfactory to Lender, (2) pay the
cost of all such insurance, and (3) deliver certificates evidencing such
insurance to Lender (and copies of policies if requested); and Borrower hereby
assigns to Lender all right to receive proceeds of such insurance, and agrees to
direct any insurer to pay all proceeds directly to Lender, and authorizes Lender
to endorse Borrower's name to any draft or check for such proceeds.

          (ii) In addition to the insurance required above, Borrower will, and
will cause each Subsidiary to, maintain insurance of the types and in amounts
customarily carried in its lines of business, including, but not limited to,
fire, public liability, property damage, business interruption and worker's
compensation, such insurance to be carried with companies and in amounts
satisfactory to Lender.

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          (iii) If Borrower falls to provide and maintain the policies of
insurance required hereunder, Lender may, but is not obligated to, procure such
insurance, from any source including Lender or Lender's Affiliates, and Borrower
will pay all premiums thereon promptly upon demand by Lender, together with
interest thereon at the rate set forth in the Note from the date of expenditure
until reimbursement by Borrower.

          (iv) Borrower shall provide Lender at least ninety (90) days written
notice prior to the expiration of any insurance policy held by Borrower. Such
notice shall include the terms and conditions of such policy. Within thirty (30)
days after Lender's receipt of such notice, Lender shall notify Borrower: (1)
that Lender shall be designated as the broker of record, with all appurtenant
rights, for the existing insurance policy; (2) that Lender is unable or
unwilling to procure a comparable insurance policy for Borrower, and Borrower
shall independently renew or replace such insurance coverage; or (3) that Lender
will procure for Borrower the policy or policies of insurance required hereunder
through an insurance carrier other than the existing carrier upon the expiration
of such policy or policies, provided, the new carrier's rates are no more than
ten percent (10%) above the lowest bid for comparable insurance coverage (from a
comparable carrier) obtained by Borrower. Borrower shall be solely responsible
for the payment of any premiums, fees and costs related to obtaining or
maintaining any Borrower insurance policy, in accordance with the terms and
provisions of such policy.

     (j) Notice. Borrower will promptly advise Lender in writing of (i) the
opening of any new, or the closing of any existing, places of business, each
location at which Inventory or equipment is or will be kept, and any change of
Borrower's name, trade name or other name under which it does business or of any
such new or additional name, (ii) the occurrence of any Event of Default, (iii)
any litigation pending or threatened where the amount or amounts in controversy
exceed $50,000.00, (iv) any unpaid taxes which are more than fifteen (15) days
delinquent, and (v) any other matter which might materially adversely affect
Borrower's or any Subsidiary's financial condition, property or business.

     (k) Fair Labor Standards Act. Borrower will, and will cause each Subsidiary
to, comply in all material respects with the requirements of, and all
regulations promulgated under, the Fair Labor Standards Act.

     (l) Further Assurances. From time to time record, register and file all
such notices, statements and other documents and take such other steps,
including but not limited to, the amendment of any document, as may be necessary
or advisable to render fully valid and enforceable under all applicable laws the
rights, liens and priorities of Lender with respect to all security from time to
time furnished under this Agreement or intended to be so furnished, in each case
in such form and at such times as shall be reasonably satisfactory to Lender,
and pay all fees and expenses incident to compliance with this paragraph.

9. Negative Covenants. Borrower agrees that until payment in full of all the
Obligations, Borrower will not, nor will it permit any Subsidiary to, do any of
the following, without Lender's prior written consent:

     (a) Borrowing. Create, incur, assume or permit to exist any Debt except (i)
Debt to Lender, (ii) the Bluebird Obligations, (iii) Debt secured by Permitted
Liens, and (iv) trade Debt in the ordinary course of Borrower's business.

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     (b) Sale of Assets. Sell, lease or otherwise dispose of any of Borrower's
or any Subsidiary's assets, other than merchandise Inventory in the ordinary
course of business.

     (c) Loan. Make loans or advances to any Person, except credit extended to
employees or to customers in the ordinary course of business.

     (d) Contingent Liabilities. Assume, guarantee, endorse, contingently agree
to purchase or otherwise become liable for the obligation of any Person,
including Borrower, a Subsidiary or Affiliate, except (i) by the endorsement of
negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business, and (ii) contingent liabilities in favor of Lender.

     (e) Investments. Purchase or acquire the obligations or stock of, or any
other interest in, any partnership, joint venture or corporation, except (i)
direct obligations of the United States of America; or (ii) investments in
certificates of deposit issued by, and other deposits with, commercial banks
organized under the United States or a State thereof having capital of at least
Fifty Million and No/100ths Dollars ($50,000,000.00), unless such deposit is
made with Lender.

     (f) Liens, etc. Permit any Liens of any kind in any of its property or
assets, except for Permitted Liens.

     (g) Sale and Leaseback. Enter into any sale-leaseback transaction.

     (h) Mergers and Acquisitions. Enter into any merger or consolidation, or
acquire all or substantially all the assets of any Person, except a Subsidiary
may be merged into or consolidated with another Subsidiary or with Borrower.

     (i) Dividends and Purchase of Stock. Redeem or repurchase stock or
partnership interests, declare or pay any dividends, other than stock dividends,
or make any distribution, whether of capital, income or otherwise, and whether
of cash or other property, except that any Subsidiary may declare, pay or make
distributions to Borrower or another Subsidiary, and Borrower may make any
payment to Bluebird solely in accordance with the terms and provisions of the
Subordination Agreement.

     (j) Event of Default. Permit a default to occur under any document or
instrument evidencing Debt incurred under any indenture, agreement or other
instrument under which such Debt may be issued, or any event to occur under any
of the foregoing which would permit any holder of the Debt outstanding
thereunder to declare the same due and payable before its stated maturity,
whether or not such acceleration occurs or such default be waived.

10. Security Agreement .

     (a) Grant of Security Interest. To secure all Obligations hereunder as well
as all other Obligations to Lender under the other Loan Documents, Borrower
hereby grants and transfers to Lender a continuing security interest in the
following property, excluding Borrower's Eyewear Licenses but not any Inventory
derived from such Eyewear Licenses, whether now owned or hereafter acquired
(hereinafter referred to as the "Collateral"):

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          (i) All of Borrower's Inventory;

          (ii) All of Borrower's Accounts;

          (iii) All of Borrower's general intangibles as that term is defined in
the Code;

          (iv) All of Borrower's equipment, as that term is defined in the Code;

          (v) All of Borrower's interest in any patents (now existing or
pending), copyrights, trade names, trademarks and service marks useful to the
operation of Borrower's business;

          (vi) All notes, drafts, acceptances, instruments, documents of title,
policies and certificates of insurance, chattel paper, guaranties and securities
now or hereafter received by Borrower or in which Borrower has or acquires an
interest;

          (vii) All cash and noncash proceeds of the foregoing property,
including without limitation proceeds of policies of fire, credit or other
insurance;

          (viii) All of Borrower's books and records pertaining to any of the
Collateral described in this Section.

     (b) Notification of Account Debtors. For so long as an Event of Default has
occurred and is continuing, Lender will have the right to notify any Account
Debtor to make payments directly to Lender, take control of the cash and noncash
proceeds of any Account, and settle any Account, which right Lender may exercise
upon an Event of Default. Until Lender elects to exercise such right, Borrower
is authorized on behalf of Lender to collect and enforce the Accounts. For so
long as an Event of Default has occurred and is continuing, immediately upon
Lender's request, Borrower will deliver to Lender for application in accordance
with this Agreement and the Subordination Agreement, all checks, drafts, cash
and other remittances in payment or on account of payment of its Accounts on the
banking day following the receipt thereof, and in precisely the form received,
except for the endorsement of Borrower where necessary to permit collection of
the items, which endorsement Borrower hereby agrees to make. Pending such
delivery, Borrower will not commingle any such checks, cash, drafts and other
remittances with any of its other funds or property, but will hold them separate
and apart therefrom expressly in trust for Lender. All such remittances will be
accompanied by such statements and reports of collections and adjustments as
Lender may specify.

11. Events of Default and Remedies.

     (a) Events of Default. The occurrence of any one or more of the following
events or existence of one or more of the following conditions shall constitute
an Event of Default ("Event of Default") under this Agreement:

          (i) Borrower shall fail to pay, when due (taking into account the
applicable cure period set forth in the Note), the principal of or accrued
interest on the Note, or any installment thereof (whether due on the date
provided for therein or by acceleration or otherwise);

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          (ii) Any representation or warranty made herein or in any certificate,
statement or report made pursuant to this Agreement or the Loan Documents by
Borrower shall prove at any time to have been incorrect in any material respect
when made;

          (iii) Borrower shall fail to perform or observe any other term or
condition of this Agreement and the other Loan Documents and such failure shall
continue for thirty days after written notice of such failure to Borrower from
Lender;

          (iv) Borrower shall fail to perform or observe any term or condition
of the 2003 HLIC Loan Documents which failure remains uncured beyond any
applicable cure period;

          (v) Lender's security interest in or l