LOAN AND SECURITY AGREEMENT

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                                                                   Exhibit 10.27

                           LOAN AND SECURITY AGREEMENT

                                  By and Among

                               U.S. VISION, INC.,
                         STYL-RITE OPTICAL MFG. CO., INC.,
                               USV OPTICAL, INC.,
                           U.S. VISION HOLDINGS, INC.,
                             9072-8411 QUEBEC, INC.,
                         d/b/a, Optik Pro Baie 2000, and
                        HEALTH EYE CARE STATISTICS, INC.
                                   as Obligors

                                       and

                           COMMERCE BANK, N.A., Lender

                             as of October 30, 2002

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                           LOAN AND SECURITY AGREEMENT

     This LOAN AND SECURITY AGREEMENT (the "Agreement") is made as of October
30, 2002, by and among COMMERCE BANK, N.A. (the "Lender") and U.S. VISION, INC.,
a Delaware corporation ("U.S. Vision"), STYL-RITE OPTICAL MFG. CO., INC., a
Florida corporation ("Styl"), USV OPTICAL, INC., a Texas corporation ("USV"),
and U.S. VISION HOLDINGS, INC., a Delaware corporation ("Holdings"; U.S. Vision,
Styl, USV, and Holdings, individually, a "Borrower" and, collectively, the
"Borrowers"), and 9072-8411 QUEBEC, INC. "Optik Pro Baie 2000" ("Optik Pro"),
and HEALTH EYE CARE STATISTICS, INC. ("Health"; and together with Optik Pro,
individually, a "Guarantor" and, collectively, the "Guarantors"; each Borrower
and Guarantor, individually, an "Obligor" and, collectively, the "Obligors").

                                   BACKGROUND

     Simultaneously with the execution hereof, U.S. Vision and Kayak Acquisition
Corp., a Delaware corporation ("Kayak"), will consummate the transactions
contemplated by the Agreement and Plan of Merger by and between Kayak and U.S.
Vision dated May 14, 2002 (the "Agreement and Plan of Merger") pursuant to
which, inter alia, Kayak will merge with and into U.S. Vision and the separate
corporate existence of Kayak will cease and U.S. Vision will be the surviving
company (the "Merger").

     In connection with the Merger, the Lender has agreed to make available to
Borrowers, subject to the terms and provisions hereof, certain Loans, as more
fully hereinafter described.

     NOW, THEREFORE, in consideration of the mutual covenants and premises set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby mutually acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:

     1. DEFINITIONS, CERTAIN RULES OF CONSTRUCTION

          1.1 Defined Terms. Each initially capitalized term used herein shall
have the meaning set forth in the recitals hereto, in EXHIBIT A attached hereto
and made a part hereof, or as otherwise set forth in the Agreement, for the
purposes hereof and for each of the Loan Documents. All initially capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Uniform Commercial Code as enacted in the State of New Jersey.

          1.2 Accounting Reports and Principles. The character or amount of any
asset, liability, account or reserve and of any item of income or expense to be
determined, and any consolidation or other accounting computation to be made,
and the construction of any definition containing a financial term, including,
but not limited to, capitalized terms not otherwise defined herein, pursuant to
this Agreement or any other Loan Document, shall be construed, determined or
made, as the case may be, in accordance with GAAP, consistently applied, unless
such principles are inconsistent with any express provision of this Agreement.

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          1.3 Business Day. Whenever any payment or other Obligation hereunder,
under the Notes or any other Loan Document, is due on a day other than a
Business Day, such shall be paid or performed on the Business Day next following
the prescribed due date, except as otherwise specifically provided for herein to
the contrary, and such extension of time shall be included in the computation of
interest and charges. Any reference made herein or in any other Loan Document to
an hour of day shall refer to the then-prevailing time in Cherry Hill, New
Jersey unless specifically provided herein to the contrary.

          1.4 Obligors' Authorization to Charge Accounts. Whenever Obligors are
obligated hereunder, under the Notes or any other Loan Document, to make
payments of any nature to Lender, including payments of principal, interest and
Lender's Costs, Lender, on Lender's behalf, shall be entitled, and Obligors
hereby authorize Lender, on Lender's behalf, to debit from any Deposit Account
of any Obligor maintained with Lender or any Affiliate of Lender, the amount of
such payment due; provided, however, that in the event there are insufficient
funds in such accounts to pay all currently due payments to Lender, Obligors
shall pay to Lender the difference when such payment is due.

          1.5 Lender's Costs. Borrowers shall, within 15 days of Lender's
request, pay Lender all Lender's Costs incurred by Lender through the date of
such request. Until paid, all past due and owing interest payments, fees and
Lender's Costs shall be deemed to be part of the principal balance of the Line
of Credit, bear interest at either the Term Interest Rate or the Line Interest
Rate, whichever is higher, and be secured by the Borrowers' Collateral and
guaranteed by the Guarantors pursuant to the Guarantors' respective Guaranty and
Surety Agreements which shall be secured by the Movable Hypothec and the General
Security Agreement. The Obligations of Borrowers under this Section shall
survive the termination of this Agreement and the payment of the Notes.

     2. THE LOAN

          2.1 Line of Credit.

               2.1.1 Line Established. Provided that no Event of Default or
Potential Default has occurred and is continuing, and subject to the terms and
conditions set forth herein, commencing on the Closing Date and expiring on the
day next preceding the Line Termination Date, unless Borrowers shall have
terminated this Agreement, upon Borrowers' request from time-to-time, Lender
hereby commits to extend one or more Advances to Borrowers, the aggregate of
which outstanding at any one time shall not exceed Seventeen Million Five
Hundred Thousand Dollars ($17,500,000) to be used exclusively for general
working capital purposes of Borrowers. Prior to the Line Termination Date and,
subject to the provisions of this Agreement, Borrowers may borrow, repay and
reborrow under the Line.

               2.1.2 Line of Credit Note. On the date hereof and to evidence the
Indebtedness under the Line, Borrowers shall execute and deliver to Lender the
Line of Credit Note.

               2.1.3 Advances. Provided that no Event of Default or Potential
Default has occurred and is continuing, and subject to the terms and conditions
set forth herein,


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Borrowers may request Advances under the Line in accordance with the following
provisions. Borrowers shall give the Lender notice in the form of EXHIBIT B
hereto (a "Notice of Borrowing") not later than (i) 2:00 p.m. on the Closing
Date with respect to the initial Advance, and (ii) not later than 12:00 noon on
the same Business Day, of each Prime Rate Advance and each LIBOR Rate Advance
after the Closing Date, of Borrowers' intention to borrow, specifying (a) the
date of such Advance, which shall be a Business Day, (b) the amount of such
Advance, which shall be in a principal amount of not less than One Hundred
Thousand Dollars ($100,000), and (c) whether the Advance is to be a LIBOR Rate
Advance or Prime Rate Advance or a combination thereof. Notices of Borrowing
received after 12:00 noon, other than Notices of Borrowing received prior to
2:00 p.m. on the Closing Date, shall be deemed received on the next Business
Day.

               2.1.4 Interest Rate Options. Subject to the provisions of this
Paragraph, at the election of the Borrowers, the principal balance of each
Advance shall bear interest at Prime plus One Hundred Fifty (150) basis points
(the "Prime Rate") or at LIBOR, as determined in accordance with Paragraph 2.1.5
below, plus Three Hundred Seventy Five (375) basis points (the "LIBOR Rate");
provided, however, that in no event shall the applicable interest rate be less
than Five and One Half Percent (5.5%) per annum. The Borrowers shall select
whether an Advance will accrue interest at the Prime Rate (a "Prime Rate
Advance") or at the LIBOR Rate (a "LIBOR Rate Advance") at the time a Notice of
Borrowing is given pursuant to Paragraph 2.1.3. Any Advance or any portion
thereof as to which the Borrowers shall not have duly specified an interest rate
as provided herein shall conclusively be deemed to be a Prime Rate Advance. All
interest on the Line shall be calculated on the basis of a 360 day year for the
actual number of days elapsed in each period.

               2.1.5 LIBOR Rate Interest Period. Other than with respect to
Advances extended at Closing, in connection with each LIBOR Rate Advance, no
later than 12:00 p.m. (New Jersey time) two Business Days prior to the end of
each calendar month, the Borrowers shall select monthly the interest rate
applicable to the current 30-day LIBOR period which shall then constitute LIBOR
for the succeeding calendar month to be applicable to the LIBOR Rate and all
LIBOR Rate Advances outstanding and which may become outstanding during the
succeeding calendar month. The Borrowers shall give the Lender notice of
Borrowers' selection under this Paragraph in the Form of the Notice of
Borrowing. If Borrowers fail to make an election hereunder for any month, the
previous election made under this Paragraph shall apply for that month.

               2.1.6 Facility Fee. As long as there is any outstanding
Obligation under the Line of Credit, commencing on November 30, 2002, for the
period between the Closing Date and November 30, 2002, and on each December 31,
March 31, June 30 and September 30 thereafter, Borrowers shall jointly and
severally pay to Lender, within three (3) days after the close of each such
period, a fee in an amount equal to one quarter of one percent (0.25%) per annum
calculated on the basis of a 360 day year for the actual number of days elapsed
in each period of the average daily unused portion of the Line of Credit. Any
permanent reductions of the Maximum Available Credit will be taken into account
in the calculation of the Facility Fee.

               2.1.7 Line Closing Fee. Simultaneously with the execution of this
Agreement, Borrowers shall pay to Lender a Line Closing Fee in the amount of One
Hundred


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Seventy Five Thousand Dollars ($175,000). Borrowers acknowledge and agree that
such Line Closing Fee is deemed fully earned upon the payment thereof and is
non-refundable in all events.

               2.1.8 Principal and Interest Payments. Until the Indebtedness
associated with the Line of Credit is paid in full, interest alone shall be paid
monthly in arrears at the applicable Line Interest Rate on the first day of the
month following the month in which the first Advance is made and thereafter on
the first day of each consecutive month. Anything to the contrary herein
notwithstanding all unpaid principal of the Line and all interest accrued
thereon shall be paid in full by the Borrowers not later than the Line
Termination Date.

               2.1.9 Maximum Available Credit. The outstanding principal balance
of the Line of Credit shall not exceed, at any time, Seventeen Million Five
Hundred Thousand Dollars ($17,500,000) (the "Maximum Available Credit").
Borrowers jointly and severally covenant and agree to immediately repay, without
notice or demand, any principal balance of the Line of Credit in excess of the
Maximum Available Credit. Borrowers may from time to time, at their option,
permanently reduce the Maximum Available Credit on 5 Business Days' prior
written notice to Lender. All such reductions shall be in minimum amounts of
$1,000,000 and integral multiples thereof and such reductions may not reduce the
Maximum Available Credit below the amount of the Advances then outstanding.

               2.1.10 Extension of Line Termination Date. No earlier than 90
days prior to each annual anniversary date of the date hereof Borrowers may
request in writing that the Lender extend the Line Termination Date for a period
of one year beyond the then current Line Termination Date; whereupon, in its
sole and absolute discretion, Lender may decide to extend the Line Termination
Date for such period. Lender shall provide notice to Borrowers of Lender's
decision with respect to Borrowers' request to extend the Line Termination Date
no later than forty-five (45) days after receipt of Borrowers' written request
therefore; provided, however, that if Lender fails to respond to Borrowers'
extension request within such forty-five (45) day period, Borrowers' request
shall be deemed conclusively denied and the then current Line Termination Date
shall not be extended.

          2.2 Term Loan.

               2.2.1 Term Loan Established. On the date hereof, the Lender shall
advance to Borrowers the sum of Fifteen Million Dollars ($15,000,000) as the
Term Loan. The proceeds of the Term Loan shall be used by Borrowers exclusively
to finance the Cash-Out.

               2.2.2 Term Note. On the date hereof and to evidence the
Indebtedness under the Term Loan, Borrowers shall execute and deliver to Lender
the Term Note.

               2.2.3 Term Interest Rate. The aggregate outstanding principal
balance of the Term Loan shall bear interest at a fixed rate of interest of Nine
Percent (9%) per annum. All interest on the Term Loan shall be calculated on the
basis of a 360 day year for the actual number of days elapsed in each period.

                2.2.4 Term Loan Closing Fee. Simultaneously with the execution of
this Agreement, Borrowers shall pay to Lender with regard to the Term Loan, a
Term Loan Closing Fee in the amount of One Hundred Fifty Thousand Dollars
($150,000). Borrowers acknowledge


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and agree that such Term Loan Closing Fee is deemed fully earned upon the
payment thereof and is non-refundable in all events.

               2.2.5 Principal and Interest Payments. Interest at the Term
Interest Rate on the outstanding principal balance of the Term Loan shall be
payable on the first day of each month from and after the Closing Date until
such principal balance is paid in full. Principal under the Term Loan shall be
paid in the following installments:

          Principal payments in the amount of Four Hundred Thousand Dollars
          ($400,000) shall be due and payable on each of January 31, 2003, April
          30, 2003, July 31, 2003 and October 31, 2003;

          Principal payments in the amount of Six Hundred Seventy-Five Thousand
          Dollars ($675,000) shall be due and payable on each of January 31,
          2004, April 30, 2004, July 31, 2004 and October 31, 2004;

          Principal payments in the amount of Eight Hundred Twenty-Five Thousand
          Dollars ($825,000) shall be due and payable on each of January 31,
          2005, April 30, 2005, July 31, 2005 and October 31, 2005;

          Principal payments in the amount of Nine Hundred Twenty-Five Thousand
           Dollars ($925,000) shall be due and payable on each of January 31,
          2006, April 30, 2006, July 31, 2006, October 31, 2006, January 31,
          2007, April 30, 2007, July 31, 2007, and October 31, 2007.

               2.2.6 Prepayment under the Term Loan. The Term Loan may be
prepaid in whole or in part and from time to time without premium or penalty,
provided, however, that any prepayment of the Term Loan must be accompanied by
the payment of interest on the amount prepaid accrued through the date of
prepayment. Any prepayment will reduce the aggregate principal amount of the
Term Loan and will have no effect on the next scheduled payment due in
accordance with the terms of this Agreement and the Term Note; provided,
however, that if the next scheduled payment due is greater than the unpaid
aggregate principal amount of the Term Loan (the "Unpaid Balance"), such payment
shall be equal to the Unpaid Balance.

               2.2.7 Payments Under the Cole Documents. Upon the exercise of the
Option (each as defined therein) under the Cole Note or the ROFR (each as
defined therein) under the Cole Agreement, and subject to the limited right of
setoff as respectively provided therein, all net proceeds otherwise respectively
payable to the Borrowers thereunder (the "Net Cole Proceeds") shall be payable
by Cole National directly to the Lender and shall be credited by the Lender with
the following order of priority: (i) against any Lender's Costs then
outstanding; (ii) against accrued but unpaid interest under the Term Loan; and
(iii) against unpaid principal under the Term Loan; provided, however, that if
at the time of the payment of the Net Cole Proceeds an Event of Default or a
Potential Event of Default has occurred and is continuing, then and in such
event, Lender may apply the Net Cole Proceeds to such of the Obligations and in
such order as Lender may elect. Subject to the foregoing, and provided, no Event
of Default or a Potential Event of Default has occurred and is continuing, in
the event that the Lender applies the


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Net Cole Proceeds to the outstanding principal balance due under the Term Loan,
notwithstanding the amortization thereof as set forth in Paragraph 2.2.5 hereof,
the remaining principal balance shall be amortized in equal quarterly
installments over the number of full calendar quarters between (a) the date of
the application of the Net Cole Proceeds to the outstanding principal balance
due under the Term Loan and (b) the Term Loan Termination Date. Interest at the
Term Loan Interest Rate shall continue to be paid on the outstanding principal
balance of the Term Loan on the first day of each month. Borrowers covenant and
agree to execute and deliver to Lender an Amended and Restated Term Loan Note
consistent with the forgoing and to pay to Lender all Lender's costs associated
with all of the foregoing.

          2.3 General Provisions Applicable to the Loans.

               2.3.1 Payments. All payments hereunder shall be made by Obligors
in Dollars to Lender without defense, setoff or counterclaim in immediately
available funds and delivered to Lender not later than 2:00 p.m. on the date
due, at Lender's address set forth in Section 9.1 hereof, or such other place as
shall be designated in writing by Lender. Funds received by Lender after that
time shall be deemed to have been paid by Obligors on the next succeeding
Business Day.

               2.3.2 Late Charge; Default Rate of Interest. Obligors shall pay
to Lender a late charge of five (5%) percent of any payment of principal,
interest, fees, charges or Lender's Costs which is more than fifteen (15) days
past due. In addition, any principal payment on the Loans not paid when due, and
to the extent permitted by applicable law, any interest payment on the Loans not
paid when due, and any other amount due to Lender under this Agreement or any
other Loan Document not paid when due (including Lender's Costs), in any case
whether at stated maturity, acceleration or otherwise, shall thereafter bear
interest payable upon demand at a rate per annum which is three (3%) percent
plus the highest applicable Interest Rate, if any. Such default rate of interest
shall continue only for so long as the monetary default applicable thereto
continues.

                2.3.3 Maximum Rate of Interest. Notwithstanding anything to the
contrary herein or in any other Loan Document, no effective rate of interest
hereunder shall exceed the maximum effective rate of interest permitted by
applicable law or Rule. Obligors hereby agree to give Lender written notice in
the event that any Obligor has actual knowledge that any interest payment made
to Lender hereunder or under any other Loan Document will cause the total
interest payments collected in any one year to be usurious under applicable law
or Rule, and Lender hereby agrees not to knowingly collect any interest from
Obligors in the form of fees or otherwise which would render either of the Loans
usurious. In the event that interest hereunder or under any other Loan Document
would be usurious in the opinion of Lender, Lender reserves the right to reduce
the interest payable by Obligors. This Paragraph shall survive the repayment of
the Loans.

               2.3.4 Obligations Absolute. The Obligations of Borrowers and
Obligors, as the case may be, under this Agreement and each of the other Loan
Documents shall be joint, several, absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms hereof, as amended
according to clause (ii) of this Paragraph, under all circumstances whatsoever,
including without limitation the following circumstances: (i) any lack


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of validity or enforceability of the Loan Documents or any other agreement or
document relating thereto; (ii) any amendment or waiver of or any consent to or
departure from the Loan Documents or any document relating thereto if Borrowers
or Obligors, as the case may be, have consented to any such amendment; and (iii)
the existence of any claim other than claims arising solely from Lender's gross
negligence or willful misconduct, defense or other right which Obligors may have
at any time against Lender or any other person or entity, whether in connection
with this Agreement, the transactions described herein or any unrelated
transaction. Obligors understand and agree that no payment by Obligors under any
other agreement (whether voluntary or otherwise) shall constitute a defense to
their Obligations hereunder.

               2.3.5 Assessment. If Lender shall reasonably determine that (i)
any current law or Rule, the adoption or imposition of any law or Rule, any
change in any law or Rule, or the adoption, imposition or change in the
interpretation or administration thereof by a governmental authority, central
bank or comparable agency charged with the interpretation and administration
thereof, or (ii) compliance with any guideline or directive generally applicable
to national banks whether or not having the force of law, including without
limitation with respect to special deposits, capital adequacy, risk based
capital, capital or reserve maintenance, capital ratio, or similar requirements,
or any deposits or other liabilities taken or entered into by Lender (including
the capital adequacy guidelines promulgated by the Board of Governors of the
Federal Reserve System) may result in (A) an increase to Lender of the cost of
making or maintaining the Loans, or to impose upon Lender or increase any
capital requirement applicable as a result of the making or maintenance of the
Loans, or (B) a reduction of the rate of return or amounts receivable hereunder
as a consequence of its obligations pursuant to this Agreement to a level below
that which Lender could have achieved but for such adoption, imposition, change
or compliance, taking into consideration Lender's policies with respect to
capital adequacy (which adoption, imposition, change, or increase in capital
requirements or reduction in amounts receivable may be determined by Lender's
reasonable allocation of the aggregate of such cost increase, capital increase
or imposition of reductions in amounts receivable resulting from such events),
or (C) subjecting the Lender to any tax, duty, charge or withholding on or from
payments due from Obligors (excluding federal taxation of the overall net income
of Lender), or changes in the basis of taxation of payments to Lender in respect
of the Loans or other amounts due to Lender hereunder, then, from time to time,
Obligors shall pay to Lender, within ten (10) Business Days of demand by Lender,
such additional amounts as will be necessary to restore the rate of return to
Lender from the date of such change, together with interest on such amount from
the 10th Business Day after demand until payment thereof in full at the Interest
Rate. Lender shall be entitled to compensation pursuant to this Paragraph by
submitting a certificate claiming compensation and setting forth (accompanied by
calculations in reasonable detail) the increased cost, reduction in amounts
receivable or additional amount or amounts necessary to compensate Lender
hereunder for any reduction in return on capital, which certificate shall be
conclusive absent manifest error. Failure on the part of Lender to demand
compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital with respect to any period shall
not constitute a waiver of Lender's right to demand compensation with respect to
such period or any other period. The protection of this Paragraph shall be
available to Lender regardless of any possible contention of the invalidity or
inapplicability of any law or Rule or other change or condition which shall have
occurred or been imposed.

               2.3.6 Conditional Payment. All funds received by Lender from
Obligors


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will be subject to Lender's standard clearing procedures and clearing periods
for uncollected funds as such procedures and clearing periods may change from
time-to-time. Obligors waive any rights they may have to direct the application
of any and all payments at any time or times hereafter received by Lender on
account of the Indebtedness. Obligors agree that Lender shall have the
continuing exclusive right to apply and reapply such payments in any manner, as
Lender may deem advisable, notwithstanding any entry by Lender upon its books;
provided, however, that so long as no Lenders' Costs, interest, principal or any
other amount owing under this Agreement and the other Loan Documents is due and
no Potential Default or Event of Default has occurred and is continuing,
Obligors may direct the prepayment of the Term Loan in accord with Paragraph
2.2.6 hereof.

               2.3.7 Action by Obligors. Obligors agree and hereby confirm that
(i) other than U.S. Vision, all of the Obligors are wholly owned either directly
or indirectly by U.S. Vision, and all Obligors have shared management and
financial support; and (ii) any request made or other function made or performed
by U.S. Vision in connection with this Agreement or the other Loan Documents
shall be deemed made or performed by and on behalf of all Obligors.

               2.3.8 Participations. Obligors agree that Lender may sell
participations in the Obligations to financial institutions and other Persons
who lend money in the ordinary course of their business, and therefore: (i)
Lender may from time to time provide financial and other information concerning
the Obligors to any participant or prospective participant; and (ii) should any
participant default under its obligations to fund any portion of its interest in
the Term Loan, Lender will have no obligation to fund the Term Loan to the
extent of such participant's share thereof.

               2.3.9 Canadian Interest Act Conversion. Notwithstanding any other
provision of this Agreement, for the purposes of the Canadian Interest Act and
disclosure thereunder, wherever interest to be paid by any under this Agreement
is to be calculated on the basis of a year of a 360 day year or any other period
of time that is less than a calendar year, the yearly rate of interest to which
the rate determined pursuant to such calculation is equivalent is the rate so
determined multiplied by the actual number of days elapsed in the calendar year
in which the same is to be ascertained and divided by either 360 or such other
period of time, as the case may be.

               2.3.10 Termination of Facility. The Borrowers may terminate this
Agreement at any time prior to the Line Termination Date or the Term Loan
Termination Date upon at least 10 Business Days' notice to the Lender without
premium or penalty after (i) the payment in full of all outstanding Advances
under the Line of Credit, together with accrued interest thereon, (ii) the
payment of the Term Loan, together with accrued interest thereon, and (iii) the
satisfaction of all other Obligations, including, without limitation, the
payment in full in cash or cash equivalent of all Indebtedness, Lender's Costs
and all other costs under this Agreement or the Loan Documents.

     3. SECURITY

          3.1 Collateral Generally.


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               3.1.1 Security Interest in All Assets. As security for the prompt
payment and discharge of all of the Indebtedness and the performance of all of
the Obligations, Borrowers hereby grant to Lender a security interest in, and
first Lien on, All Assets of Borrowers, now owned or hereafter acquired, whether
or not earned by performance, all books and records pertaining thereto
(including without limitation all manual and computer records, runs, printouts,
disks, software and other computer-prepared information of every kind) and all
insurance proceeds in connection therewith, together with all cash and non-cash
proceeds and products thereof, wherever located, whether now owned or hereafter
acquired or arising (the "Borrowers' Collateral").

               3.1.2 Security Interest in All Assets of Guarantors. As security
for the performance of all of the Guarantors' Obligations and pursuant to the
General Security Agreement of the Health and the Movable Hypothec, Guarantors
have granted to Lender a security interest in, and first Lien on, All Assets of
Guarantors, now owned or hereafter acquired, whether or not earned by
performance, all books and records pertaining thereto (including, without
limitation, all manual and computer records, runs, printouts, disks, software
and other computer-prepared information of every kind) and all insurance
proceeds in connection therewith, together with all cash and non-cash proceeds
and products thereof, wherever located, whether now owned or hereafter acquired
or arising (the "Guarantors' Collateral").

               3.1.3 Priority of Liens. Except for Permitted Liens set forth on
Schedule 3.1.3, all Liens in favor of Lender in the Collateral shall be first
perfected priority Liens. Obligors shall pay and discharge when due all taxes,
levies, and other charges upon said Collateral and upon the goods evidenced by
any documents constituting Collateral and shall indemnify and defend Lender
against, and save Lender harmless from, all claims of any Person with respect to
the Collateral. This indemnity shall include reasonable attorneys' fees and
expenses as well as costs of investigation.

               3.1.4 Financing Statements and Other Documents. Obligors hereby
authorize Lender or its agent to file any and all Financing Statements. Further,
Obligors agree to execute and deliver any other documents, instruments, or
agreements reasonably requested by Lender, to create, perfect or keep perfected
any security interest under the Uniform Commercial Code as adopted in any state
or province having jurisdiction over the Collateral, including, without
limitation, any Financing Statements, continuation statements or termination
statements and any other security instruments or agreements as Lender may
reasonably require in connection with this Agreement and the other Loan
Documents, including, without limitation, the Movable Hypothec. Borrowers hereby
appoint Lender as Borrowers' attorneys-in-fact to execute and file in Borrowers'
name all documents and instruments which Lender may deem necessary or
appropriate to perfect and continue perfected the security interest in the
Collateral created by this Agreement or any of the other Loan Documents.

          3.2 Lockboxes. Each of the Obligors shall establish and maintain
lockboxes (each a Lockbox and collectively, the "Lockboxes") and non-interest
bearing depository accounts (each a "Cash Collateral Account" and collectively
the "Cash Collateral Accounts") with Lender subject to the provisions of this
subparagraph and the respective Lockbox Agreement. Unless otherwise prohibited
by applicable law, all collections of Accounts shall be paid directly by Account
Debtors into the respective Lockboxes and then deposited into Lender's


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respective Cash Collateral Accounts for such Obligor. Provided no Potential
Default or Event of Default has occurred and is continuing, on a daily basis and
at the election of the Obligors, cleared funds in the Cash Collateral Accounts
shall be transferred to Obligors' concentration operating account at Lender or
applied to reduce the outstanding Indebtedness under the Notes. Upon the
occurrence and continuance of an Event of Default or Potential Default, Lender
may retain all funds in the Cash Collateral Accounts and shall have the right to
use such funds in accordance with Section 8.3 hereof. In the event that
collections of Accounts and proceeds of other Collateral are received at any
time by any of the Obligors, such collections shall be held in trust for the
benefit of Lender and shall be remitted, in the form received, to Lender for
deposit into such Obligor's Cash Collateral Account immediately upon receipt by
Obligors.

          3.3 Maintenance of Collateral. Obligors shall maintain, preserve,
protect and keep in good order and condition, ordinary wear and tear excepted,
all Collateral, and from time to time, make all necessary or appropriate
repairs, replacements and improvements thereto. If Obligors shall hereafter
acquire Collateral which, under applicable law, is required to be registered or
certified, Obligors shall cause such Collateral to be registered or certified
properly in the name of Obligors, as the case may be, and cause all motor
vehicles or other equipment the ownership of which, under applicable law, is
evidenced by a certificate of title to be properly titled in Obligors' name, and
to have Lender's Lien on such motor vehicles and other equipment properly noted
on the certificate of title with respect thereto and deliver such certificates
of title to Lender. On behalf of Obligors, Lender may, but shall not be
obligated to pay and discharge taxes and/or Liens pertaining to the Collateral
and pay for the repair of any such Collateral, the maintenance and preservation
thereof and for insurance thereon if Obligors shall fail to do so, unless an
Event of Default shall have occurred in which case Lender need not request
Obligors to do so. Obligors agree to reimburse Lender, within three (3) Business
Days after notice thereof from Lender to Obligors, for any payment so made.

          3.4 Searches. Lender will have received prior to or at Closing, and
thereafter from time to time, UCC, judgment, federal and state tax and real
estate, pending litigation and bankruptcy Lien searches, or their Canadian
equivalent, against each Obligor, the cost of which shall constitute Lenders'
Costs, showing that Lender's security interests in and Liens on the Collateral,
as granted in this Agreement, the Movable Hypothec and the General Security
Agreement, shall be, upon perfection, security interests in and Liens thereon
with the priority rights agreed to in this Agreement, the Movable Hypothec and
the General Security Agreement, and the Collateral is not subject to any Liens,
claims and encumbrances except for Permitted Liens.

          3.5 Inspection, Appraisal and Audit of Collateral. So long as any
portion of the Indebtedness remains outstanding and unpaid or any of the
Obligations remain unperformed, Lender shall have the right at any time and from
time-to-time, as Lender deems necessary in its sole discretion to inspect,
conduct audits, valuations and other tests and to obtain appraisals of the
Collateral. Such inspections, audits, valuations and appraisals shall occur no
more than twice annually, unless an Event of Default or Potential Default shall
have occurred, after which any such inspection, audit, valuation or appraisal
may be performed as frequently as reasonably determined by Lender. In each case,
such inspection, audits, valuations and appraisals shall be performed by persons
selected by Lender at reasonable cost, shall constitute a portion of Lender's
Costs, and shall be made at any reasonable time, during normal business hours,


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<PAGE>

twentyfour (24) hours subsequent to the provision of notice to Obligors.

     4. CONDITIONS PRECEDENT

     The performance by Lender of any of its obligations hereunder is subject to
the following conditions precedent:

          4.1 Closing Deliveries. At or prior to Closing, Obligors shall deliver
or cause to be delivered to Lender, executed where applicable and in form and
substance satisfactory to Lender and its counsel, in addition to this Agreement,
the following documents, instruments and agreements and the following conditions
shall have been satisfied:

               4.1.1 The Line of Credit Note;

               4.1.2 The Term Note;

               4.1.3 The Post-Closing Agreement;

               4.1.4 Insurance certificates meeting the criteria set forth in
Paragraph 6.1.3 hereof;

               4.1.5 Financing Statements identifying Obligors as debtors, and
Lender as secured party to be filed in all jurisdictions required to perfect
Lender's security interest in the Collateral in which perfection can be achieved
by the filing of a financing statement;

               4.1.6 UCC, judgment, federal and state tax, real estate, pending
litigation and bankruptcy lien searches against each Obligor performed by a
company designated by Lender, the cost of which shall constitute Lenders' Costs;

               4.1.7 Copies of the Penney's Agreement, the Sears Agreement and
the Vision One Agreement, certified by a Specified Officer to be true and
correct copies of the originals thereof (other than with respect to the Sears
Agreement as specified therein) and to be in full force and effect on the date
hereof;

               4.1.8 Each of the Transactional Documents with any amendments
thereto, certified by a Specified Officer to be true and correct copies of the
originals thereof, and to be in full force and effect on the date hereof, and
evidence in form and substance satisfactory to Lender that the respective
transactions contemplated thereby have been consummated and fully funded, other
than to the extent funding is required hereunder;

               4.1.9 A certificate of the Secretary of each Obligor, certifying
to and attaching true, correct and complete copies of (i) resolutions of such
Obligor's Board of Directors authorizing the borrowing hereunder, granting the
security interests herein, and the execution and delivery of the Loan Documents,
(ii) authorizing resolutions as to the Merger, (iii) Certificate of
Incorporation for such Obligor, (iv) such Obligor's Bylaws, (v) incumbency and
signatures of the officers of such Obligor authorized to execute and deliver the
Loan Documents, (vi) a currently issued good standing, subsistence or existence
certificate from each state in which such Obligor is organized and where such
Obligor conducts business where the failure to


                                       11

<PAGE>

be so qualified could constitute a Material Adverse Effect;

                4.1.10 An opinion of Ballard Spahr Andrews & Ingersoll, LLP and
an opinion of Sayles, Lidji & Werbner addressed to Lender, each with respect to
the Line of Credit, Term Loan and the Transactional Documents, in form and
substance satisfactory to Lender in its sole and absolute discretion;

               4.1.11 Payment of the Line Closing Fee and the Term Loan Closing
Fee;

               4.1.12 Payment of all Lender's Costs incurred in connection with
the extension of the credit facilities and the transactions contemplated hereby;

               4.1.13 All documents, agreements and arrangements required by
Lender with respect to the Collateral;

               4.1.14 Copy of the Agreement and Plan of Merger with any
amendments thereto, certified by a Specified Officer to be true and correct
copies of the originals thereof and to be in full force and effect on the date
hereof;

               4.1.15 Evidence satisfactory to the Lender that all of the
conditions to the effectiveness of the Merger set forth in Article VI of the
Agreement and Plan of Merger have been met;

               4.1.16 The Lockbox Agreement;

               4.1.17 Each of the Canadian Collateral Documents; and

               4.1.18 Such additional documents or instruments as the Lender may
require.

          4.2 Advances After the Date Hereof. Lender shall not be required to
make any requested Advance unless on each Funding Date (i) Obligors deliver or
cause to be delivered to Lender, executed where applicable, and in form and
substance satisfactory to Lender and its counsel, the following documents and
instruments, and (ii) the following conditions shall have been satisfied:

               4.2.1 The representations and warranties set forth in Article 5
of this Agreement shall be true and correct in all material respects on and as
of such date with the same effect as though made on and as of such date, and
each Notice of Borrowing shall be deemed a reaffirmation thereof;

               4.2.2 No Event of Default or Potential Default shall have
occurred and be continuing hereunder or under any other Loan Document;

               4.2.3 No Material Adverse Change shall have occurred and then be
in existence;

               4.2.4 All Lender's Costs then due shall have been paid by
Obligors.


                                       12

<PAGE>

Obligors authorize Lender to deduct such Lender's Costs from the Advance and
agree to indemnify and hold Lender harmless from and against any and all claims,
other than claims arising from Lender's willful misconduct or gross negligence,
for any such Lender's Costs; and

               4.2.5 Obligors will have delivered to Lender such additional
documents or instruments as Lender may reasonably require.

     5. REPRESENTATIONS AND WARRANTIES.

          5.1 Obligors represent and warrant to Lender as follows:

               5.1.1 Incorporation, Good Standing, Due Qualification. Each
Obligor is a corporation duly organized, validly existing, subsisting or in good
standing under the laws of each respective Obligor's state or province of
incorporation as shown on Schedule 5.1.1 hereto; has all power and authority
necessary to own and operate its properties and to carry on its business as it
is now engaged and where and as contemplated; and is duly qualified as a foreign
corporation to do business in, and is in good standing in, every jurisdiction
where the nature of Obligors' business requires such qualification;

               5.1.2 Power and Authority. The making, execution, issuance and
performance by each Obligor of this Agreement, the Notes and each of the other
Loan Documents to which such Obligor is a party is within the corporate powers
of such Obligor, and have been duly authorized by all necessary corporate action
by such Obligor;

                5.1.3 Legally Enforceable Agreement. This Agreement and each of
the other Loan Documents to which Obligors are, individually or in the
aggregate, a party, constitute the legal, valid and binding Obligations of
Obligors, enforceable against Obligors in accordance with their respective
terms;

               5.1.4 Priority of Liens; Condition of Collateral. With the
exception of Permitted Liens, Obligors own the Collateral free and clear of all
Liens and upon perfection of Lender's security interest in such Collateral,
Lender will have a security interest and Movable Hypothec in, and first priority
Lien on, all of the Collateral subject only to Permitted Liens, if any. With
respect to each Obligor (i) its chief executive office (or in the Province of
Quebec, its head office) is located in the state or province identified in
Schedule 5.1.4(i) hereto, (ii) its exact legal name as set forth in such
Obligor's organizational documents as filed in the state or province of such
Obligor's formation is as set forth in the first Paragraph of this Agreement and
any names, other than such name, trade styles or designation under which each
Obligor does business as such or has done business within the five (5) years
immediately preceding the date hereof, is also as identified in as such in
Schedule 5.1.4(ii) hereto, and (iii) its tax identification number (or Canadian
equivalent) is as identified on Schedule 5.1.4(iii) hereto. Obligors have
registered all fictitious names listed on Schedule 5.1.4(ii);

                5.1.5 Leases. Schedule 5.1.5 hereto accurately sets forth all
locations occupied or utilized by each Obligor as lessee, together with the name
and address of the lessor and, if other than the lessor, the record owner
thereof, and the date of the applicable lease; all such leases are in full force
and effect and each Obligor is in material compliance with the terms


                                       13

<PAGE>

of each lease;

               5.1.6 Store Count and Sales Volume. Schedule 5.1.6 hereto
accurately sets forth by Obligor all of such Obligor's store locations and the
volume of sales for each location;

               5.1.7 Real Property. Schedule 5.1.7 hereto accurately sets forth
all Real Property;

               5.1.8 No Violation. The execution, delivery and performance by
Obligors of the Loan Documents does not, and will not by the passage of time,
the giving of notice or otherwise, to Obligors' knowledge (i) violate any
provision of any law or regulation, (ii) violate the Certificate or Articles of
Incorporation or Bylaws of any Obligor, (iii) violate any judgment, order,
decree, agreement, trust or other indenture or instrument to which any Obligor
is a party or by which any of its property is bound, or (iv) result in or
require the creation or imposition of any Lien with respect to any property now
owned or hereafter acquired, other than Liens arising under the Loan Documents.
Obligors are not in default with respect to any judgment, writ, injunction,
decree, rule or regulation of any governmental authority;

               5.1.9 Penney's Agreement; Sears Agreement; Vision One Agreement.
True, correct and complete copies of each of the Penney's Agreement, the Sears
Agreement, and the Vision One Agreement have been delivered to Lender pursuant
to Article 4 hereof, are each in full force and effect in the respective forms
thereof as certified and delivered to the Lender on the date hereof and have not
been terminated or amended nor to the knowledge of any of the Obligors are any
such actions pending or threatened;

               5.1.10 Financial Condition. The financial statements of Obligors
heretofore furnished to Lender are true, complete and correct in all material
respects, have been prepared in accordance with GAAP, consistently applied, and
present fairly the financial condition of Obligors as of the dates thereof, and
the results of Obligors' operations for the periods therein ended. Since the
date of the most recent financial statements provided by Obligors to Lender,
there has been no Material Adverse Change, individually or in the aggregate, in
the financial condition of Obligors;

               5.1.11 No Litigation. There are no actions, suits or proceedings
pending, or, to the knowledge of any Obligor, threatened against or affecting
any Obligor or any of its assets, and no Obligor is in default in the
performance of any agreement to which any Obligor is a party or by which any
Obligor is bound specifically including, but not limited to, the Penney's
Agreement, the Sears Agreement and the Vision One Agreement, and there is no
order, writ, injunction, or any decree of any court, or any federal, state,
municipal or other government agency or instrumentality, domestic or foreign,
which if adversely determined with respect to any of the foregoing suits,
proceedings, defaults, orders, writings, injunctions or decrees would have a
Material Adverse Effect on Obligors, individually or in the aggregate;

               5.1.12 Compliance. Obligors have all authorizations, consents,
approvals, licenses, and exceptions from, and have made all registrations and
filings with, and all reports to, all Governmental Agencies (collectively, the
"Governmental Approvals") necessary for the


                                       14

<PAGE>

conduct of their respective businesses, and the conduct of their respective
business is not and has not been in violation of any such Governmental Approvals
or any applicable federal or state law, Rule or regulation, including ERISA, the
failure of which to obtain or to comply with would, in any such case, have a
Material Adverse Effect on Obligors, individually or in the aggregate. Obligors
do not require any Governmental Approvals to enter into, or perform under, this
Agreement, the Notes, or any other Loan Document to which such Obligor is a
party. There are no actions or investigations pending or, to the knowledge of
the Obligors, threatened against or affecting any Obligor before any
Governmental Agency, which could result in a Material Adverse Change in such
Obligor's business, prospects or the ability of Obligors to conduct their
respective businesses in a manner consistent with past operations and financial
results;

               5.1.13 Compliance with Regulations O, T, U and X. No Obligor is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meanings of Regulations O, T, U and X of the Board of Governors of the
Federal Reserve System);

                5.1.14 Taxes. Each Obligor has paid, when due, all taxes,
governmental charges and assessments levied against any Obligor or any of its
assets, except for taxes, charges or assessments which are not overdue or which
are being contested in good faith and by appropriate proceedings with adequate
reserves therefor being available or having been set aside;

               5.1.15 Environmental Matters.

                    5.1.15.1 To the best of Obligors' knowledge and after
reasonable investigation, the Real Property owned, leased or operated by the
Obligors now, or in the past, does not contain, and has not previously
contained, any Hazardous Materials in amounts or concentrations which (i)
constitute or constituted a violation of applicable Environmental Laws, or (ii)
could give rise to liability under applicable Environmental Laws;

                    5.1.15.2 The Obligors and Real Property and all operations
conducted in connection therewith are in compliance, and have been in
compliance, with all applicable Environmental Laws, and, to the best of
Obligors' knowledge and after reasonable investigation, there is no
contamination at, under or about such properties or such operations which could
interfere with the continued operation of such properties or materially impair
the fair saleable value thereof;

                    5.1.15.3 The Obligors have not received any notice of
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters, Hazardous Materials, or compliance with
Environmental Laws, nor do the Obligors have knowledge or reason to believe that
any such notice will be received or is being threatened;

                    5.1.15.4 To the best of Obligors' knowledge and after
reasonable investigation, Hazardous Materials have not been transported or
disposed of to or from the Real Property, leased or operated by the Obligors in
violation of, or in a manner or to a location which could give rise to liability
under, Environmental Laws, nor have any Hazardous Materials been generated,
treated, stored or disposed of at, on or under any of such properties in


                                       15

<PAGE>

violation of, or in a manner that could give rise to liability under, any
applicable Environmental Laws;

                    5.1.15.5 No judicial proceedings or governmental or
administrative action is pending, or, to the knowledge of the Obligors
threatened, under any Environmental Law to which any Obligor is or will be named
as a party, nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders, or other administrative or judicial
requirements outstanding under any Environmental Law with respect to any
Obligor, its operation or the Real Property; and

                     5.1.15.6 There has been no release, or to the best of the
Obligor's knowledge, threat of release, of Hazardous Materials at or from
properties owned, leased or operated by the Obligors, now or in the past, in
violation of or in amounts or in a manner that could give rise to liability
under Environmental Laws.

               5.1.16 Debt and Guaranties. Except as set forth on Schedule
5.1.16 hereto, Obligors have no Debt, nor has any Obligor guaranteed the payment
or performance of any debts or obligations of any other Person except for the
guarantee of checks or other negotiable instruments for collection in the
ordinary course of such Obligor's business;

               5.1.17 Stock Ownership. The outstanding capital stock of Obligors
is owned beneficially and of record as set forth in Schedule 5.1.17. All of the
outstanding shares of capital stock of Obligors have been duly authorized and
are validly issued, fully paid and non-assessable and are not subject to any
right or claim of rescission, and have been offered, sold and issued by each
respective Obligor in compliance with all applicable federal and state
securities laws;

               5.1.18 Transactional Documents.

                    5.1.18.1 True, correct and complete copies of each of the
Transactional Documents have been delivered to Lender pursuant to Article 4
hereof, are each in full force and effect in the respective forms thereof as
certified and delivered to the Lender on the date hereof and have not been
terminated or amended nor to the knowledge of any of the Obligors are any such
actions pending or threatened;

                    5.1.18.2 Obligors have the full corporate power and
authority to execute and deliver each of the Transactional Documents and to
consummate all of the Transactions. The execution and delivery by Obligors of
the Transactional Documents and performance by Obligors of the Transactions have
been duly authorized by the Board of Directors of each of the Obligors and no
other corporate action on the part of any Obligor is necessary to authorize such
execution, delivery and performance. Each Transactional Document is a legal,
valid and binding obligation of the Obligors which are parties thereto,
enforceable against each such Obligor in accordance with its respective terms,
except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditor's rights generally and by the effect of general
principles of equity (regardless of whether enforcement is considered in
proceeding at law or in equity; and


                                       16

<PAGE>

                    5.1.18.3 No Obligor has any knowledge of any existing facts
or circumstances that may cause Obligors to be unable to consummate the
Transactions;

               5.1.19 Solvency.

                    5.1.19.1 The present fair saleable value of the assets of
each Obligor after giving effect to the funding of the Loans hereunder exceeds
the amount that will be required to be paid on or in respect of the Debts and
other liabilities (including contingent liabilities) of Obligors as they mature,

                    5.1.19.2 The assets of Obligors do not constitute
unreasonably small capital for Obligors to conduct their business as now
conducted and as proposed to be conducted, including the capital needs of
Obligors,

                    5.1.19.3 Obligors do not intend to, nor do Obligors believe
that they will, incur Debts beyond their ability to pay such Debts as they
mature (taking into account the timing and amounts of cash to be received by
Obligors and of amounts to be payable on or in respect of Debt of Obligors). The
cash available to Obligors, after taking into account all other anticipated uses
of the cash of Obligors, is anticipated to be sufficient to pay all amounts on
or in respect of the Indebtedness when the Indebtedness or any part thereof is
required to be paid, and

                    5.1.19.4 The aggregate fair value of Obligors' assets
exceeds the aggregate of all their liabilities;

               5.1.20 Labor Matters. Except to the extent set forth on Schedule
5.1.20 hereto, (i) Obligors individually or in the aggregate are not a party to
any collective bargaining agreements, (ii) Obligors have not experienced any
strike, labor dispute, slowdown or work stoppage as a result of labor
disagreements which would have a Material Adverse Effect on the value of the
Collateral, or on the enforceability of such Borrower's Obligations or
Guarantors' Obligations or the Indebtedness (including realizing on such
Collateral and Obligations), (iii) to the best knowledge of each Obligor, after
due inquiry, there is no such strike, dispute, slowdown or work stoppage pending
or threatened against any Obligor which would have a Material Adverse Effect on
any Obligor or the value of the Collateral or the enforceability of the
Indebtedness (including realizing on such Collateral), (iv) no labor petitions
have been filed or union organizing activity conducted during the past six
months pertaining to any Obligor; and (v) each Obligor's relations with such
Obligor's respective employees are satisfactory.

               5.1.21 Investment Company Act. No Obligor is an Investment
Company within the meaning of the Investment Company Act of 1940;

               5.1.22 Public Utility Holding Company Act. No Obligor is a Public
Utility Holding Company within the meaning of the Public Utility Holding Company
Act;

               5.1.23 RICO. No Obligor has engaged in any conduct or taken or
omitted to take any action which violates RICO;

               5.1.24 Acts of God. The business and properties of each Obligor
have not


                                       17

<PAGE>

been effected by any fire, explosion, accident, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy, or other casualty
(whether or not covered by insurance) that may have a Material Adverse Effect;

               5.1.25 Other Agreements. No Obligor is in default in any respect
in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any material contract, agreement or
instrument to which it is a party or by which it is bound which may have a
Material Adverse Effect;

                5.1.26 Subsidiaries. U.S. Vision owns, directly or indirectly
through the ownership of another Obligor, all of the issued and outstanding
shares of the capital stock of all other Obligors. All Subsidiaries of Obligors
are parties under this Agreement and Obligors have no Affiliates other than as
set forth on Schedule 5.1.26;

               5.1.27 ERISA. Each Obligor is in compliance in all material
respects with all applicable provisions of ERISA. Neither a Reportable Event nor
a Prohibited Transaction has occurred and is continuing with respect to any
Plan; no notice of intent to terminate a Plan has been filed, nor has any Plan
been terminated; no circumstances exist that constitute grounds under Section
4042 of ERISA entitling the PBGC to institute proceedings to terminate, or
appoint a trustee to administrate, a Plan, nor has the PBGC instituted any such
proceedings; no Obligor nor any ERISA Affiliate has completely or partially
withdrawn under Section 4201 or 4204 of ERISA from a Multi-Employer Plan;
Obligors and each ERISA Affiliate have met their minimum funding requirements
under ERISA with respect to all of their Plans and the present fair market value
of all Plan assets exceeds the present value of all vested benefits under each
Plan, as determined on the most recent valuation date of the Plan and in
accordance with the provisions of ERISA and the regulations thereunder for
calculating the potential liability of each Obligor or any ERISA Affiliate to
the PBGC or the Plan under Title IV of ERISA; and no Obligor or any ERISA
Affiliate has incurred any liability to the PBGC under ERISA;

               5.1.28 Operation of Business. Each of the Obligors possesses all
material licenses, permits, franchises, intellectual property, and trade names,
or rights thereto, to conduct its business substantially as now conducted and as
presently proposed to be conducted, and none of the Obligors is in violation of
any rights of others with respect to any of the foregoing. Nothing has come to
the attention of any Obligor to the effect that (i) any product, process,
method, substance, part or other material presently contemplated to be sold by
or employed by it in connection with such business may infringe any patent,
trademark, service mark, trade name, copyright, license or other right owned by
any other Person or (ii) there is pending or, to such Obligor's knowledge,
threatened any claim or litigation against or affecting it contesting its right
to sell or use any such product, process, method, substance, part or other
material, which infringement, claim or litigation may, in any one case, or would
in the aggregate, have a Material Adverse Effect on the business, properties,
assets, operations or conditions, financial or otherwise, of such Obligor;

                5.1.29 Fiscal Year. The Fiscal Year of Obligors for financial
accounting purposes ends on January 31 of each year;


                                       18

<PAGE>

               5.1.30 Accounts. Each Account of each Obligor arises out of a
completed, bona fide sale and delivery of goods or rendition of services by such
Obligor in the ordinary course of business;

               5.1.31 Legal Compliance.

                    5.1.31.1 Each Obligor has complied with all applicable laws
(including rules, regulations, codes, plans, injunctions, judgments, orders,
decrees, rulings, and charges thereunder) of federal, state, local, and foreign
governments (and all agencies thereof, including, without limitation, the SEC,
the National Stock Market ("Nasdaq") and all applicable state securities
regulatory agencies (each a "Blue Sky Agency"), and no action, suit, proceeding,
hearing, investigation, charge, complaint, claim, demand, audit, or notice has
been filed or commenced against any Obligor alleging any failure so to comply.
No disciplinary proceeding with respect to any Obligor or any Obligor's
respective officers is pending before the SEC, the Nasdaq or any Blue Sky
Agency;

                    5.1.31.2 A definitive proxy statement (the "Proxy
Statement") in connection with the merger has been filed by U.S. Vision and
Holdings, with the SEC and a Schedule 13E-3 ("Schedule 13E-3") has been filed by
U.S. Vision, Kayak, George E. Norcross III, William A. Schwartz, Jr., Sandra T.
Norcross, Joseph J. Roberts, Jr., Indiana Pacific Capital Trust, Philip A.
Norcross, George T. Gorman, and Gayle E. Schmidt with the SEC and no order
preventing or suspending the use of the Proxy Statement and Schedule 13E-3 has
been issued by the SEC, and the Proxy Statement and Schedule 13E-3, at the time
of filing thereof, conformed in all material respects to the requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and the rules and regulations
of the SEC thereunder, and does not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading. There is no action, suit, proceeding, inquiry or
investigation before any court, public board, government agency, self-regulatory
organization or body including, without limitation, the SEC, the Nasdaq, and any
Blue Sky Agency, pending or, to the knowledge of any of the Obligors, threatened
against or affecting any of the Obligors, or any of their respective directors
or officers in their capacities as such. There are no facts which, if known by a
potential claimant or Governmental Authority, could give rise to a claim or
proceeding which, if asserted or conducted, the results would be unfavorable to
any of the Obligors; and

               5.1.32 Accuracy of Representations; No Default. The information
set forth herein and on each of the Schedules hereto, and in each of the other
Loan Documents is complete and accurate in all material respects and contains
full and complete disclosure of all pertinent information in connection with
Obligors. None of such information contains any untrue statement of a material
fact or omits to state a material fact necessary to make the information
contained herein or therein not misleading or not incomplete. No Event of
Default or Potential Default hereunder, or under any other Loan Document, has
occurred.

          6. AFFIRMATIVE COVENANTS

          6.1 Obligors' Covenants. So long as any portion of the Indebtedness
remains outstanding and unpaid and any Obligation remains unperformed, or Lender
has any obligation


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to extend Advances hereunder, Obligors jointly and severally covenant and agree
to do each and all of the following:

               6.1.1 Financial Statements. To furnish, cause to be furnished, or
make available for inspection and review by Lender and in form and substance
satisfactory to Lender:

                    6.1.1.1 Not later than One Hundred Twenty (120) Days
following the close of each Fiscal Year, a statement of income and expense, a
statement of cash flows, and a balance sheet and notes of Obligors as at the end
of such Fiscal Year (and setting forth comparative figures for the previous
Fiscal Year, if any), each prepared in accordance with GAAP and accompanied by
an audit report, without qualification, of an independent certified public
accountant, satisfactory to Lender, in its sole and absolute discretion.
Obligors shall cause to be delivered by its then regularly-engaged independent
certified public accounting firm, together with the year end financial
statements of Obligors, a statement from such accountant to the effect that in
performing its audit of Obligors' financial statements, such accounting firm has
not become aware of any Event of Default or Potential Default;

                    6.1.1.2 not later than Forty-Five (45) Days after the end of
each Fiscal Quarter, management prepared statements of income and expense, a
statement of cash flows, and a balance sheet as at the end of such Fiscal
Quarter (and cumulatively for the Fiscal Year with comparative figures for the
periods in the prior Fiscal Year, if any) each prepared in accordance with GAAP,
subject to normal year-end accruals, except that notes to such financial
statements need not be prepared;

                    6.1.1.3 not later than Thirty (30) Days after the end of
each month, management prepared statements of income and expense and a balance
sheet as at the end of each such month (and cumulatively for the Fiscal Year,
with comparative figures for the periods in the prior Fiscal Year, if any) each
prepared in accordance with past practices;

                    6.1.1.4 not later than Thirty (30) Days after the end of
each Fiscal Year of Obligors, Projections of Obligors for the forthcoming four
Fiscal Years, year-by-year, and for the forthcoming Fiscal Year, month-by-month;

                    6.1.1.5 promptly upon it becoming available, one copy of
each financial statement, report, notice or statement sent by U.S. Vision to the
SEC or its stockholders generally; and

                    6.1.1.6 such data, reports, statements and information,
financial or otherwise, as Lender may request, including without limitation,
monthly consolidated accounts analysis.

                    All financial information provided by Obligors, pursuant to
this Paragraph shall be accompanied by a written statement signed by the
President or Chief Financial Officer of each Obligor, stating that all
information is true, correct and complete in all material respects and that (as
to a statement by Obligors) Obligors have not committed nor does there exist an
Event of Default or Potential Default under this Agreement or any other Loan
Document;


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               6.1.2 Additional Financial Data. With reasonable promptness
furnish such additional information and data concerning the business and
financial condition of Obligors, as may be reasonably requested by Lender; upon
reasonable prior notice afford Lender or its agents reasonable access to the
financial books and records, computer records and properties of Obligors at all
reasonable times and permit Lender or its agents to make copies and abstracts of
same and to remove such copies and abstracts from Obligors' premises and permit
Lender or it