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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------


                                    FORM 8-K


                                 CURRENT REPORT,
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



       DATE OF REPORT (Date of earliest event reported): January 23, 2002


                              EMERGING VISION, INC.
               (exact Name of Registrant as Specified in Charter)


         New York                    1-14128                    11-3096941
      -------------                -----------                 ------------
(State or Other Jurisdiction  (Commission File Number)       (I.R.S. Employer
 of Incorporation                                            Identification No.)


                         100 Quentin Roosevelt Boulevard
                          Garden City, New York 11530
                       ---------------------------------
                    (Address of Principal Executive Offices)

                                 (516) 390-2100
              (Registrant's Telephone Number, including Area Code)


                             1500 Hempstead Turnpike
                           East Meadow, New York 11554
                  -------------------------------------------
                 (Former Address of Principal Executive Offices)



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                                      -1-
<PAGE>

Item 5. Other Events


     1. On January 23, 2002, the Registrant executed and delivered to North Fork
Bank,  Melville,  New York,  its Secured Term Note,  in the  original  principal
amount of  $1,000,000  (a copy of which is  annexed  hereto as  Exhibit  10.119)
evidencing the  Registrant's  obligation to repay,  to the Bank, a term loan, in
the principal amount of $1,000,000, a portion of the proceeds of which were used
to: (i) pay to Broadway  Partners,  a New York general  partnership  principally
owned and/or controlled by Drs. Robert and Alan Cohen, directors of the Company,
the sum of  $300,000  plus  accrued  interest,  in the amount of  $2,231.54,  in
repayment of a loan made by Broadway Partners, to the Registrant, on December 6,
2001;  and  (ii)  pay  to  Horizon  Investors  Corp.  ("Horizon"),  a  New  York
corporation  principally owned and controlled by Benito R. Fernandez, a director
of the Company,  the sum of $450,000,  plus accrued  interest,  in the aggregate
amount of $2,796.63, in repayment of two loans made by Horizon to the Company on
December 3, 2001 and December 20, 2001, in the amounts of $150,000 and $300,000,
respectively.

     2. On January 23, 2002,  Horizon and the Registrant  entered into a certain
Loan Agreement (a copy of which is annexed hereto as Exhibit  10.120),  pursuant
to which:  (i) Horizon agreed to make  available,  to the  Registrant,  a Credit
Facility,  in the  maximum  amount of  $1,000,000,  secured by a pledge,  by the
Registrant, of certain of the Registrant's notes receivable; and (ii) in partial
consideration  of making such Credit Facility  available to the Registrant,  the
Registrant and Horizon entered into a Warrant  Certificate and Agreement (a copy
of which is  annexed  to such  Loan  Agreement  as  Exhibit  C)  evidencing  the
Registrant's  grant,  to Horizon,  of  Warrants,  each having a term of five (5)
years, to purchase up to 2,500,000 shares of the Registrant's Common Stock, each
at an  exercise  price of $.01 per  share,  the  vesting  of a portion  of which
Warrants (750,000) is subject to certain conditions precedent.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits


Exhibit No.       Document.
----------        ---------

10.119            Form of Term Note, dated January 23, 2002, executed by the
                  Registrant in favor of North Fork Bank.

10.120            Form of Loan Agreement and Exhibits, dated January 23, 2002,
                  between the Registrant and Horizon Investors Corp.



                                      -2-
<PAGE>

                                    SIGNATURE


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                              EMERGING VISION, INC.


                                              By: /s/ Christopher G. Payan
                                                  ---------------------------
                                              Name:  Christopher G. Payan
                                              Title: Chief Financial Officer,
                                                     Treasurer and Secretary

Date:    February 4, 2002













                                      -3-

<PAGE>




                               EXHIBIT NO. 10.119



                                             For Bank use only

                                             Received by: ______________________
                                             Approved by: ______________________
                                             Other: ____________________________


                                 NORTH FORK BANK
                                SECURED TERM NOTE

BORROWER:         EMERGING VISION, INC.

PRINCIPAL:        $1,000,000                           Date:  January 23, 2002


     PROMISE TO PAY: The undersigned (the "Borrower") does hereby promise to pay
to the order of NORTH FORK BANK (the  "Bank") at its offices at 275 Broad Hollow
Road, Melville,  New York 11747, or at any of its other branches, the sum of One
Million ($1,000,000) DOLLARS plus interest thereon, from the date hereof, in the
manner set forth below.

     RATE AND PAYMENT:  The unpaid principal  balance hereof shall bear interest
at the Effective  Interest Rate as  hereinafter  defined,  payable  monthly,  in
arrears,  on the first day of each month. In addition to the foregoing  payments
of  interest,  the  Borrower  shall  pay to the  Bank  twenty-three  (23)  equal
consecutive  monthly  payments of principal,  commencing on March 1, 2002 and on
the first day of each month thereafter, each in the amount of Forty-One Thousand
Six Hundred  Sixty-Six and 67/100  ($41,666.67)  Dollars,  together with a final
payment of all  outstanding  principal,  interest and related charges due to the
Bank hereunder on February 1, 2004, on which date this Note shall mature.

     The "Effective  Interest Rate" as utilized  herein shall be that rate equal
to 300 basis  points in excess of that rate of  interest  being paid by the Bank
with respect to the  Certificate of Deposit (the "CD") to be pledged to the Bank
as collateral for this Note and as hereinafter referenced. The current Effective
Interest  Rate is four and  95/100  (4.95%)  percent  per  annum,  said  rate to
continue  until  such  time as the CD shall  mature  or be  terminated,  and the
Effective  Interest  Rate to  thereafter  be  calculated  utilizing  the rate of
interest paid by the Bank with respect to any replacement or replacements to the
CD.  The  Effective  Interest  Rate  shall  change on each  date upon  which the
interest  rate  applicable  to the CD shall change  (each a "Rate Change  Date")
provided,  however,  that the  Effective  Interest  Rate shall not exceed a rate
equal to one (1%)  percent in excess of the Bank's  Prime Rate in effect on each
Rate Change Date.

     "Prime Rate" as referred to herein is that rate of interest  determined  or
announced  by the Bank as its Prime Rate from time to time in effect.  The Prime
Rate is not necessarily the lowest rate of interest charged by the Bank on loans
or  other  credit  relationships.  Interest  for all  loan  facilities  shall be
calculated  on the basis of a 360 day year for the actual number of days elapsed
and shall accrue until receipt of payment by the Bank.

     All  payments  due under the Note shall be made by  automatic  debit from a
non-interest  bearing  account to be established  and maintained by the Borrower
for such  purpose  at the Bank in which the  Borrower  shall  maintain  balances
sufficient  to pay each monthly  payment due to the Bank under this Note. In the
event that the money  maintained in such account is insufficient for any payment
due under this Note,  the Bank may charge any account of the Borrower,  with the
Bank, for any payment due to the Bank under this Note.

                                      -4-
<PAGE>

     Interest  shall be  calculated  on a 360 day year and actual number of days
elapsed and shall accrue until receipt of payment by the Bank.

     The Bank may charge  any  account  of the  Borrower  (with the Bank) or any
Guarantor of the Borrower's  obligations under this Note, for any payment due to
the Bank hereunder.

     PREPAYMENT:  Prepayment in whole or in part may be made at any time without
premium or penalty.

     DEFAULT  INTEREST RATE: The unpaid  principal sum due under this Note shall
bear  interest at a rate equal to the highest rate of interest  permitted  under
applicable New York or Federal Law after the Bank's  acceleration of all amounts
due  hereunder  as a  result  of the  occurrence  of any  Event of  Default  (as
hereinafter  defined) and until the entire  principal  sum hereof has been fully
paid,  both  before  and after the entry of any  judgment  with  respect to such
event.

     RIGHT OF  OFFSET:  If any  payment  is not made on time,  or if the  entire
balance  becomes due and payable and is not paid,  all or part of the amount due
may be offset out of any account or other property which the Borrower has at the
Bank or any affiliate of the Bank without prior notice or demand.

     LATE  CHARGES:  The Borrower  will pay a charge of four (4%) percent of the
amount of any  payment  which is not made  within  ten (10) days  after the same
becomes due, or, if applicable,  which cannot be debited from its account due to
an insufficient balance on the due date or within ten (10) days thereafter.

     SECURITY: This Note is secured by:

     (1) a  security  interest  in and  assignment  and  pledge  of all  monies,
deposits,  or  other  sums now or  hereafter  held by the  Bank on  deposit,  in
safekeeping,  transit or otherwise, at any time credited by or due from the Bank
to the Borrower, or in which the Borrower shall have an interest;

     (2) a Guaranty of All Liability (the  "Guaranty")  from Benito R. Fernandez
(the "Guarantor");

     (3) a pledge to the Bank by the Guarantor of the CD (current number 919 002
0637) in the principal  amount of $1,000,000  (the  "Collateral")  pursuant to a
Pledge Agreement dated of even date herewith (the "Pledge Agreement").

     DEFAULT:  The Bank may declare the entire  unpaid  balance of this Note due
and payable on the happening of any of the  following  events (each an "Event of
Default):

     (a) Failure to pay any amount  required by this Note when due, or any other
obligation owed to the Bank by the Borrower, or, if applicable,  failure to have
sufficient funds in its account for loan payments to be debited on the due date,
and such failure  continues  for a period in excess of three (3)  business  days
after the Borrower's receipt of written notification thereof from the Bank;

     (b)  Failure  to perform or keep or abide by any other  term,  covenant  or
condition  contained in this Note, or any other document or instrument  given to
the Bank by the  Borrower in  connection  with this or any other loan,  and such
failure  continues for a period in excess of ten (10) days after the  Borrower's
receipt of written notification thereof from the Bank;

     (c) The filing of a voluntary bankruptcy proceeding by the Borrower, or the
filing of a bankruptcy proceeding against the Borrower that is not discharged or
vacated within thirty (30) days thereafter,  or the Borrower making of a general
assignment  for the benefit of  creditors,  or the  issuance  of any  execution,
garnishment,  or levy  against a  material  portion of the  Borrower's  property
and/or assets that is not discharged within thirty (30) days thereafter,  or the
commencement  of any proceeding for relief from  indebtedness  by or against the
Borrower which, in the case of any such proceeding against the Borrower,  is not
vacated within thirty (30) days thereafter;

     (d) If any material written representation or statement made to the Bank by
the Borrower is untrue in any material respect;

                                      -5-
<PAGE>


     (e) If any material  written  representation,  covenant or warranty made to
the Bank by the Borrower is breached and such breach shall continue for a period
in excess of ten (10) days after the Borrower's receipt of written  notification
thereof from the Bank;

     (f) The  issuance of a judgment,  order or award from any court or tribunal
determining  and/or  providing that the  Collateral  pledged to the Bank, by the
Guarantor, is unavailable to the Bank as collateral for the Loan; and/or

     (g) The Borrower's failure to provide any reasonable financial  information
within a  reasonable  period of time after the  Borrower's  receipt of a written
request  therefore,  or the failure of the Borrower to permit the examination of
the Borrower's  books and records  within a reasonable  period of time after the
Borrower's receipt of a written request therefore.

     Notwithstanding  the  foregoing,  the  balance  of this Note  shall  become
immediately  due and payable upon the  occurrence of any of the events set forth
in (c) above.

     Any  requirement  of or for  written  notice to the  Borrower  as set forth
herein may be satisfied by the  forwarding of such written  notice from the Bank
to the Borrower by facsimile  transmission  to the  attention of the  Borrower's
General Counsel with a copy to the Borrower's Chief Financial Officer. A receipt
indicating such transmission shall be conclusive  evidence that the Borrower has
received such notice as of the date thereof.

     ATTORNEYS  FEES:  In the event the Bank  retains  counsel  with  respect to
enforcement of this Note or any other  document or instrument  given to the Bank
by the Borrower, the Borrower agrees to pay the Bank's reasonable attorneys fees
(whether  or not an  action  is  commenced  and  whether  or not in the court of
original jurisdiction, appellate court, bankruptcy court, or otherwise).

     MISCELLANEOUS:  Delay or failure of the Bank to exercise  any of its rights
under this Note shall not be deemed a waiver thereof. No waiver of any condition
or requirement shall operate as a waiver of any other or subsequent condition or
requirement.  The Bank or any other holder of this Note does not have to present
it before  requiring  payment.  The Borrower waives trial by jury,  offset,  and
counterclaim with respect to any action arising out of or relating to this Note.
This Note may not be modified or terminated orally.  This Note shall be governed
by the laws of the State of New York  without  regard to its  conflicts  of laws
rules.  The Borrower  irrevocably  consents to the jurisdiction and venue of the
New York State Supreme Court, Suffolk County in any action concerning this Note.
This Note is binding upon the Borrower, its successors and assigns.

     The  Borrower   expressly  warrants  and  represents  that  no  statements,
agreements or  representations,  whether oral or written,  have been made by the
Bank,  or by any  employee,  agent or  broker of the Bank  with  respect  to the
obligation  or debt  evidenced  by this Note.  The  Borrower  further  expressly
warrants and represents that (a) no oral commitment has been made by the Bank to
extend or  continue  any  credit to the  Borrower  or any  party  other  than as
expressly  stated  herein or in those certain  documents  executed in connection
herewith,  (b) no representation or agreement has been made by or with the Bank,
or any employee,  agent or broker of the Bank, to forebear or refrain in any way
from exercising any right or remedy in its favor  hereunder or otherwise  unless
expressly  set forth  herein,  and (c) the Borrower has not and will not rely on
any  commitment  to extend or  continue  any  credit,  nor on any  agreement  to
forebear or refrain from exercising rights or remedies unless such commitment or
agreement shall be in writing and duly executed by an authorized  officer of the
Bank.

     IN WITNESS  WHEREOF,  the  Borrower  has  signed  this Note the 23rd day of
January, 2002.


                                               EMERGING VISION, INC.


                                      By:      _________________________
                                               Christopher G. Payan, CFO

                                      -6-
<PAGE>



STATE OF NEW YORK )
                  )  ss.:
COUNTY OF SUFFOLK )


     On the 23rd day of January,  in the year 2002  before me, the  undersigned,
personally appeared  Christopher G. Payan personally known to me or proved to me
on the  basis  of  satisfactory  evidence  to be the  individual  whose  name is
subscribed to the within  instrument and acknowledged to me that he executed the
same  in his  capacity,  and  that  by his  signature  on  the  instrument,  the
individual or the person on behalf of which the individual  acted,  executed the
instrument.


                                           ____________________________
                                                   Notary Public
















                                      -7-
<PAGE>



                               EXHIBIT NO. 10.120


                                 LOAN AGREEMENT


     This Loan Agreement  ("Agreement")  is made and entered into as of the 23rd
day of January,  2002, by and between  Emerging  Vision,  Inc.  (f/k/a  Sterling
Vision,  Inc.), a New York corporation (the  "Borrower"),  and Horizon Investors
Corp., a New York corporation (the "Lender").


                                    Recitals


     A. The  Borrower  is the  Franchisor  of  retail  optical  stores  that are
operated by  franchisees  licensed by the Borrower (each such  franchisee  being
referred to herein as a "Franchisee").


     B. The  Borrower  is the  owner  and  holder  of those  certain  negotiable
promissory notes more  particularly  described on Exhibit A annexed hereto (such
franchisee  notes: (i) together with any additional  franchisee notes pledged to
the Lender  pursuant  to  Section  1.8  hereof;  (ii) less and  excepting  those
franchisee  notes returned to the Borrower  pursuant to Section 1.8 hereof;  and
(iii) as the same may be  substituted  by the  Borrower  pursuant to Section 2.3
hereof, being hereinafter collectively referred to as the "Franchisee Notes").


     C.  Each  Franchisee  Note  represents  and  evidences   obligations  of  a
Franchisee to the Borrower (and/or one or more of its wholly owned subsidiaries)
that arose out of the Borrower's franchise relationship with such Franchisee.


     D. The Borrower has requested that the Lender  provide,  and the Lender has
agreed to provide, a credit facility to the Borrower on the terms and subject to
the conditions set forth in this Agreement.


     E. The  Franchisee  Notes have not, as of the date  hereof,  been  pledged,
hypothecated or  collateralized  and, until all of the Obligations (as said term
is hereinafter  defined)  shall be paid,  satisfied  and/or  discharged in full,
shall not further be pledged, hypothecated or collateralized by the Borrower.

     F. Simultaneously herewith, the Borrower is borrowing from North Fork Bank,
Melville,  New  York  (the  "Bank")  the  additional  sum  of  $1,000,000,  (the
"Additional  Loan"),  the  repayment of which is being:  (i)  guaranteed  by the
Lender and/or Mr. Benito R. Fernandez,  as a principal shareholder of the Lender
(the  "Guarantor");  (ii) secured by the Lender's  posting,  with the Bank, of a
certificate of deposit, in the amount of $1,000,000.

     G.  Simultaneously  herewith,  the  Borrower  is repaying to the Lender all
amounts presently due the Lender under: (i) the Borrower's Negotiable Promissory
Note in favor of the Lender,  dated December 3, 2001, in the original  principal
amount of $150,000;  and (ii) the Borrower's Negotiable Promissory Note in favor
of the Lender,  dated  December 20, 2001,  in the original  principal  amount of
$300,000.

                                      -8-
<PAGE>


                               I. Credit Facility


     1.1  Amount of Credit  Facility.  Subject to the terms and  conditions  set
forth in this  Agreement,  the Lender  shall make  available  to the  Borrower a
credit facility (the "Credit Facility") in an aggregate, principal amount up to,
but not in  excess  of,  One  Million  ($1,000,000)  Dollars.  The  funds  to be
disbursed  by  Lender  to the  Borrower  pursuant  to this  Agreement  shall  be
disbursed,  from time to time, in one or more advances  (each such advance being
referred to herein as an "Advance").


     1.2 Initial  Advance.  An initial Advance (the "Initial  Advance"),  in the
amount  of  Three  Hundred  Thousand  ($300,000)  Dollars,  shall be made at the
Closing (as that term is hereinafter defined),  by check of the Lender,  subject
to collection.  The Initial Advance shall be repaid in twenty-four  (24) monthly
installments  of principal,  each in the amount of Twelve  Thousand Five Hundred
($12,500)  Dollars,  commencing  one (1)  month  after  the date of the  Initial
Advance,  together with  interest  thereon at a rate per annum equal to one (1%)
percent  above the prime rate of interest  announced,  by North Fork Bank,  from
time to time  until such  Initial  Advance  shall have been  repaid in full (the
"Interest Rate").


     1.3  Additional  Advances.  Provided  no Event of Default  (as said term is
hereinafter defined) shall have then occurred and be continuing  hereunder,  and
further provided that the Collateral Ratio (as said term is hereinafter defined)
is then  sufficient to support any such  Additional  Advance,  the Lender shall,
from time to time promptly after its receipt of written  request  therefore from
the Borrower, be required to make additional Advances to the Borrower (each such
additional Advance being referred to herein as an "Additional Advance"),  all in
accordance with the provisions of this Agreement.  Each Additional Advance shall
be: (i) in the minimum  amount of  $150,000;  and (ii)  repaid in equal  monthly
installments  of  principal,  commencing  one (1)  month  after the date of such
Additional Advance, each in an amount necessary to amortize the entire amount of
each such  Additional  Advance on or prior to January 22,  2004,  together  with
interest thereon at the Interest Rate, it being specifically understood that the
term of the loans to be made hereunder  shall be no more than  twenty-four  (24)
months from the date of this Agreement.


     1.4 Notes.  Each Advance and the  Borrower's  obligation to repay the funds
advanced   pursuant   thereto  shall  be  evidenced  by  a  promissory  note  in
substantially  the form of Exhibit B attached  hereto (each such promissory note
being referred to herein as a "Note" and,  collectively,  as the "Notes").  Each
Note shall: (i) be dated as of the date of the Advance; (ii) be in the principal
amount of the Advance; (iii) bear interest at the Interest Rate; (iv) be payable
to the order of the Lender;  and (v) be payable in accordance  with the terms of
this Agreement and the form of Note attached hereto as Exhibit B.


     1.5  Prepayment.  Advances may be prepaid in whole or in part, at any time,
without penalty or premium,  provided that, at the time of any such  prepayment,
all amounts then due the Lender hereunder and/or under the Notes (including, but
not limited to, late fees,  past due interest,  attorneys' fees and the like, if
any) have been paid in full.


     1.6 Warrants. In partial  consideration of the Lender making available,  to
the Borrower,  the Credit Facility  described  herein,  as well as: (i) posting,

                                      -9-
<PAGE>

with the Bank, a $1 million  certificate of deposit, as partial security for the
Bank's  loan to the  Borrower;  and (ii)  causing  Mr.  Benito R.  Fernandez  to
personally guaranty the repayment of such loan from the Bank, the Borrower,  the
Borrower, simultaneously with the Closing, shall grant to the Lender warrants to
purchase up to 2,500,000 shares of the Borrower's Common Stock, all pursuant to,
and in accordance with, the terms and provisions of the Warrant  Certificate and
Agreement annexed hereto as Exhibit C.


     1.7 Collateral. To secure the prompt payment and performance of any and all
indebtedness,  liabilities  and  obligations of the Borrower to the Lender under
this  Agreement,  the Notes  and/or the  Pledge  Agreement  referred  to herein,
whether now  existing or hereafter  incurred,  including  any and all  renewals,
modifications and extensions  thereof  (collectively,  the  "Obligations"),  the
Borrower  shall,  simultaneously  with the  Closing,  execute and deliver to the
Lender and Guarantor a Pledge  Agreement (the "Pledge  Agreement"),  in the form
annexed hereto as Exhibit D, pursuant to which the Borrower grants to the Lender
and Guarantor a continuing first security interest in: (i) all of the Franchisee
Notes,  including all extensions,  renewals and substitutions  thereof,  and all
monies now or hereafter payable  thereunder;  (ii) all rights of the Borrower of
every kind,  character and description with respect to the Franchisee Notes; and
(iii) all proceeds of all the foregoing (collectively, the "Collateral").


     1.8 Collateral Ratio. As used herein, the term, Collateral Ratio, shall, at
any given time,  mean the ratio of: (i) the  principal  balance of all remaining
principal  payments then due under each of those  Franchisee Notes which are not
then  more than  ninety  (90)  days  past  due;  to (ii) the sum of One  Million
($1,000,000)  Dollars plus the principal  amount, if any, then outstanding under
the Borrower's  Additional Loan from the Bank. In the event the Collateral Ratio
shall,  at any time:  (i) be less than 1.75 to 1.0,  the  Borrower  shall either
pledge and assign to the Lender and Guarantor  additional  franchisee notes then
not more than ninety (90) days  delinquent  (all pursuant to a pledge  agreement
similar in form to the Pledge  Agreement)  or make a partial  prepayment  on the
Notes, so as to cause the Collateral  Ratio to satisfy the  requirements of this
Section  1.8;  or (ii) be greater  than 1.75 to 1.0,  the Lender and  Guarantor,
promptly after receipt of written  request  therefore  from the Borrower,  shall
return to the Borrower any such Franchisee Notes requested,  by the Borrower, in
any such written request.

     1.9 Facility Fee. As additional consideration to the Lender in providing to
the  Borrower  the  Credit  Facility   described  herein,   the  Borrower  shall
additionally pay to the Lender, from time to time during the term of such Credit
Facility,  a facility  fee (the  "Facility  Fee") equal to two (2%)  percent per
annum of the average daily principal balance of such portion of the total Credit
Facility  ($1,000,000.00) not then subject to Advances hereunder,  such Facility
Fee to be: (x)  determined by Borrower as of the expiration of each month during
the term of the Credit Facility  (commencing February 22, 2002); and (y) paid by
the Borrower to the Lender within three (3) business days thereafter.

     1.10 Interest Rate  Differential Fee. In consideration of the Lender and/or
Guarantor guaranteeing the Borrower's repayment,  to the Bank, of the Additional
Loan and, in connection  therewith,  posting,  with the Bank, a  certificate  of
deposit  securing the same, the Borrower shall  additionally  pay to the Lender,
from  time to time  until  such  Additional  Loan has been  repaid  in full,  an

                                      -10-
<PAGE>

interest rate differential fee (the "Interest Rate  Differential  Fee") equal to
the difference between the interest actually charged to the Borrower,  from time
to time,  under the Bank's  Additional  Loan to the  Borrower,  and the interest
which the Borrower  would have  otherwise  been  required to pay to the Bank had
such  interest  been  calculated  at  the  Interest  Rate,  such  Interest  Rate
Differential  Fee to be: (x)  determined by the Borrower as of the expiration of
each month during the term of the Additional  Loan; and (y) paid by the Borrower
to the Lender within three (3) business days thereafter.

                              II. Franchisee Notes


     2.1  Collection  of  Franchisee  Notes.  Unless and until  there shall have
occurred and be continuing an Event of Default hereunder and/or under any one or
more of the Notes, the Borrower: (i) shall be permitted to retain the originally
executed  Franchisee  Notes;  and (ii) at its sole  cost and  expense,  shall be
permitted  to attempt to collect all payments  presently  due and/or that become
due under the  Franchisee  Notes,  using its ordinary and  customary  collection
practices and  procedures;  provided,  however,  that the Borrower shall have no
obligation to commence  litigation,  repossess or foreclose on any collateral or
take any other  legal  action to collect  on any of the  Franchisee  Notes.  The
Lender  acknowledges  that  the  Borrower  cannot  and  does  not  guaranty  the
collectability  of any of the  Franchisee  Notes.  In  the  event  the  Borrower
receives  any  payments  on account  of any of the  Franchisee  Notes  after the
occurrence  and  during  the  continuance  of an Event  of  Default  under  this
Agreement  and/or a default (after any required notice and the expiration of any
applicable  cure and/or grace  provision  provided for therein) under any one or
more of the Notes,  it shall hold such  payments,  in trust,  for the Lender and
Guarantor and promptly deliver all such payments to the Lender and/or Guarantor,
together with any necessary  endorsements thereof. In addition,  within ten (10)
days after the occurrence of an Event of Default  hereunder,  the Borrower shall
deliver to the Lender and Guarantor such  originally  executed copy of each such
Franchisee Note.


     2.2  Reporting.  Within  fifteen  (15) days  after the  expiration  of each
quarterly period prior to the Borrower's  repayment,  in full, of the Notes, the
Borrower  shall  provide to the Lender a written  report,  in form and substance
reasonably  acceptable to the Lender,  concerning the status of each  Franchisee
Note, containing such information as the Lender may reasonably require.


     2.3  Substitution  of  Franchisee  Notes.  In addition to the rights of the
Borrower set forth in Section 1.8 hereof,  the Borrower shall have the right, by
written notice given to the Lender and Guarantor, to replace any Franchisee Note
held by the Lender and Guarantor as Collateral  under this Agreement with one or
more  substitute  Franchisee  Notes:  (i) not then  subject  to a pledge  and/or
hypothecation;  and (ii) then having an aggregate, outstanding principal balance
equal to or greater  than the  Franchisee  Note  being  replaced  and  otherwise
acceptable to the Lender and Guarantor, which acceptance shall be in writing and
shall not be unreasonably withheld and/or delayed.


     2.4  Notices of  Default/Termination.  A copy of all notices of default and
notices of termination  given by the Borrower to the maker  (Franchisee)  of any
Franchisee Note then pledged to the Lender  hereunder,  shall be  simultaneously
forwarded by the Borrower to the Lender.




                                      -11-
<PAGE>


                            III. Conditions Precedent

     The obligation of the Lender to advance funds pursuant to this Agreement is
subject to the following  conditions  precedent (each of which may be waived, in
whole or in part,  by the Lender,  in its sole and  absolute  discretion)  which
shall apply to each Advance:


     (a) Accuracy;  No Default.  All  representations and warranties made by the
Borrower  to the  Lender  in  this  Agreement  and in all  other  documents  and
instruments delivered by the Borrower in connection with this Agreement shall be
true and correct, in all material respects, as of the date of the Advance. As of
the  date of each  Advance,  no  condition  or event  shall  exist  which  would
constitute an Event of Default  hereunder,  or which, with notice or the passage
of time or both, would constitute an Event of Default hereunder.


     (b) Closing  Documents.  The Lender shall have  received,  on or before the
date of  each  Advance,  all of the  following,  each  dated  (unless  otherwise
indicated)  as of the date of such  Advance,  in form and  substance  reasonably
satisfactory to the Lender:


     (i) Note.  A Note in the form of Exhibit B attached  hereto,  completed  in
accordance with Section 1.4 and duly executed by the Borrower;


     (ii) Good  Standing  Certificate.  A  certificate  of good  standing of the
Secretary  of  State  of the  State  of New  York as to the  existence  and good
standing of the Borrower, dated as of a current date;


     (iii)  Resolutions.  Resolution  of  the  Borrower's  board  of  directors,
certified by the  Secretary  of the  Borrower,  authorizing  the  execution  and
delivery of this  Agreement by the Borrower and the  performance by the Borrower
of all of the transactions contemplated hereby;


     (iv) Incumbency Certificate. A certificate of incumbency,  certified by the
Secretary of the Borrower,  certifying the names of the officers of the Borrower
authorized  to execute  this  Agreement  and the Notes and Pledge  Agreement  on
behalf of the Borrower, together with specimen signatures of each such officer;


     (v) Pledge  Agreement.  A Pledge Agreement in the form of Exhibit D annexed
hereto, duly executed by the Borrower;


     (vi) Warrant  Certificate.  A Warrant Certificate and Agreement in the form
annexed hereto as Exhibit C;

     (vii) Closing Certificate.  A certificate of the Chief Executive Officer of
the Borrower as to the accuracy of the matters  described in paragraphs  (a) and
(b) of this Section;

     (viii) Certificate of  Incorporation/By-Laws.  A copy of the Incorporation,
as amended to date,  and its  Amended and  Restated  By-Laws,  certified  by the
Company's Chief Executive Officer at being true, correct and complete; and

                                      -12-
<PAGE>

     (ix) Additional  Documentation.  Such additional  approvals,  certificates,
opinions or documents as the Lender or its legal counsel may reasonably require.


                                   IV. Closing


     4.1 Closing.  The closing shall take place on or about January 22, 2002, at
the offices of the Lender's  counsel,  Patricia  Blake,  Esq., in Melville,  New
York, at which time all matters required by this Agreement to occur with respect
to the Initial  Advance  shall take place (the  "Closing").  The closing of each
Additional  Advance shall take place at the offices of the Lender within fifteen
(15) days  after the  Lender's  receipt of written  notice,  from the  Borrower,
requesting  any such  Additional  Advance,  at which  time or times all  matters
required by this  Agreement  to occur with  respect to such  Additional  Advance
shall take place.


                V. The Borrower's Representations and Warranties


     To induce the Lender to enter into this Agreement,  the Borrower represents
and warrants to the Lender that:



     5.1 Corporate Existence.  The Borrower: (a) is a corporation duly organized
and existing in good standing  under the laws of the State of New York;  (b) has
all  requisite  power  and  authority  to own its  properties  and  carry on its
business  as now being or as  proposed  to be  conducted;  (c) is  qualified  to
conduct business in all jurisdictions in which the nature of its business or the
location of its assets  makes such  qualification  necessary,  except  where the
failure to so qualify  would,  in all  likelihood,  reasonably be anticipated to
have a material  adverse effect on the business  and/or  financial  condition (a
"MAC  Effect")  of  the  Borrower  and  its  subsidiaries,   taken  as  a  whole
(collectively,  the "Company"); and (d) has the requisite power and authority to
execute and deliver this Agreement and perform all of its obligations  hereunder
and under each document and/or instrument  executed and delivered by it pursuant
hereto.


     5.2  Corporate  Action;  No Breach.  The  execution  and  delivery  of this
Agreement by the Borrower and the performance by the Borrower of its obligations
hereunder have been duly  authorized by all requisite  action on the part of the
Borrower and do not and will not: (a) violate or conflict  with any provision of
the  Borrower's  Certificate  of  Incorporation  or by-laws;  (b) conflict with,
result in a breach of,  constitute a default under, or result in the creation or
imposition  of any lien (except in favor of the Lender) upon any of the revenues
or  assets  of the  Borrower,  pursuant  to the  provisions  of any  instrument,
document or  agreement  to which the  Borrower is a party or by which any of its
property is bound; or (c) to the best of the Borrower's  knowledge,  violate any
law, rule or regulation or any order,  writ,  injunction or decree of any court,
governmental authority or arbitrator.

     5.3 Operation of Business.  The Company  possesses  all licenses,  permits,
franchises,  patents, copyrights,  trademarks and tradenames and rights thereto,
which are  material  to the  conduct of its  business  as now  conducted  and as
presently  proposed  to be  conducted;  and, to the best of its  knowledge,  the
Borrower is not in violation  of any valid rights of other  persons with respect

                                      -13-
<PAGE>

to any of the foregoing. To the best of the Borrower's knowledge, the Company is
in compliance,  in all material  respects,  with all laws,  rules,  regulations,
orders and decrees applicable to the Borrower and its business and properties.


     5.4 Approvals.  No  authorization,  approval or consent of, or registration
with, any court, governmental authority or third party is or will be required in
connection  with the  execution,  delivery  or,  to the  best of the  Borrower's
knowledge,  the performance of this Agreement by the Borrower or the validity or
enforceability  hereof  any  of the  Company's  licenses,  permits,  franchises,
patents, copyrights, trademarks, tradenames and/or rights thereto, or (ii)


     5.5 Litigation and Judgments. There is no action, suit or proceeding before
any court,  governmental authority or arbitrator pending or, to the knowledge of
the  Borrower,  threatened  against  or  affecting:  (i)  any of  the  Company's
licenses, permits,  franchisees,  patents,  copyrights,  trademarks,  tradenames
and/or rights thereto; or (ii) the business, condition (financial or otherwise),
operations,  prospects or properties of the Company  except,  in each such case,
for those which, in the aggregate, are not reasonably anticipated to result in a
MAC Effect,  or the ability of the Company to perform its obligations under this
Agreement.


     5.6 Rights in Properties.  The Company has good and indefeasible  title to,
or valid leasehold  interests in, its properties and assets,  real and personal,
except for those which,  in the  aggregate,  are not  reasonably  anticipated to
result in a MAC Effect.


     5.7 Enforceability.  This Agreement and the other documents executed by the
Borrower  in  connection  herewith  constitute  the  legal,  valid  and  binding
obligations of the Borrower, enforceable against the Borrower in accordance with
their  respective  terms,  except to the  extent  enforcement  may be limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws relating to or affecting the  enforcement of creditors'  rights  generally,
and by general principles of equity.


     5.8 Name,  Principal Place of Business.  The principal place of business of
the  Borrower  and the place where the  Borrower  keeps its books and records is
located at the address of the Borrower set forth on the  signature  page of this
Agreement.


     5.9  Disclosure.  No  statement,  information,  report,  representation  or
warranty made by the Borrower to the Lender in this  Agreement,  or furnished to
the Lender in writing in  connection  with this  Agreement  or the  transactions
contemplated  herein,  contains any untrue statement of a material fact or omits
any  material  fact  necessary  to make the  statements  herein or  therein  not
misleading.


     5.10  Taxes.  The Company  has filed all tax  returns  (federal,  state and
local)  required  to be filed,  including  all  income,  franchise,  employment,
property  and  sales  taxes,  and has paid  all of its  liabilities  for  taxes,
assessments, governmental charges and other levies that are now due and payable,
except if and to the extent the failure to file any such  return  and/or pay any
such tax would not reasonably be anticipated to result in a MAC Effect;  and the
Borrower  knows  of no  pending  investigation  of the  Company  by  any  taxing
authority or of any pending but unassessed tax liability of the Company.

                                      -14-
<PAGE>

     5.11 Statements by the Lender.  The Lender has made no  representations  or
statements of material fact to the Company in connection with the obligations of
the  Borrower  hereunder or in  connection  with the  negotiation,  execution or
delivery  of this  Agreement  or the  consummation  of the  transactions  herein
contemplated, except as expressly set forth herein.


     5.12 No  Default.  No Event  or  Default  has  occurred  and is  continuing
hereunder and no event which,  with notice or the passage of time or both, would
constitute an Event of Default hereunder, has occurred and is continuing.


     5.13  Collateral.  The Borrower:  (i) owns all of the Franchisee Notes free
and  clear  of  any  liens,  encumbrances,  claims  or  interests  of  any  kind
whatsoever,  except for the  security  interest  of the  Lender  created by this
Agreement and/or the Pledge Agreement;  and (ii) is in possession and/or control
of the  originally  executed  copy of each  such  Franchisee  Note.  Each of the
Franchisee  Notes is genuine  and in all  respects  what it  purports to be; has
been, to the best of the Borrower's knowledge,  duly executed by all the parties
whose  signatures  purport  to  appear  thereon;  and  is a  valid  and  binding
obligation of each such party,  fully enforceable in accordance with its written
terms,  except to the extent  that  enforcement  may be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
relating to or affecting the enforcement of creditors' rights generally,  and by
general principles of equity. To the best of the Borrower's  knowledge,  none of
the  Franchisee  Notes are subject to any defenses,  offsets,  counterclaims  or
adjustments of any kind. There are no agreements or  understandings  of any kind
between the Borrower and the obligors under the Franchisee  Notes  regarding the
Franchisee Notes except as set forth in those instruments.


                          VI. The Borrower's Covenants


     Until  payment  in full of all  amounts  due under this  Agreement  and the
Notes,  including any and all extensions  thereof,  and all other obligations of
the Borrower to the Lender  hereunder,  the Borrower agrees that it will perform
and observe all of the following covenants, unless the Lender otherwise consents
in writing:


     6.1 Payment and Performance. The Borrower shall duly and punctually pay all
principal and interest due under the Notes in accordance  with the terms thereof
and perform all of its other obligations under this Agreement.


     6.2  Financial  and Other  Information.  The Borrower  shall deliver to the
Lender:  (i)  within  ten (10) days  after  the  filing  thereof  with the U. S.
Securities and Exchange  Commission  ("SEC"),  any Form 8-K filed by it with the
SEC; and (ii) within forty-five (45) days after the expiration of each quarterly
period and within ninety (90) days after the expiration of each calendar year, a
copy of the Company's consolidated financial statements.


     6.3 Books and Records.  The Company shall maintain proper books and records
of account in which full,  true and correct  entries  shall be made,  consistent
with sound accounting practices, of all dealings and transactions in relation to
the Company's business and activities.


     6.4  Conduct of  Business.  The Company  shall  conduct  its  business,  as
presently  conducted,  with good business  practices and in  accordance,  in all
material  respects,  with all laws and regulations and all orders and decrees of
any court, governmental authority or arbitrator applicable to the Company or its

                                      -15-
<PAGE>

property.  The  Company  shall  comply,  in  all  material  respects,  with  all
agreements and instruments binding on it or its properties or business except if
and to the extent the failure to do so would not  reasonably be  anticipated  to
result in a MAC Effect.  The Company  shall not change the general  character of
its business as conducted on the date of this Agreement or engage in any type of
business not reasonably related to its business as normally conducted; provided,
however,  that the foregoing  shall not prohibit the Borrower from causing to be
sold  substantially  all of the assets and/or  capital  stock of the  Borrower's
partially owned subsidiary, Insight Laser Centers, Inc.


     6.5  Disposition of Assets.  The Company shall not transfer,  sell,  lease,
convey or otherwise dispose of any of its properties or assets necessary for use
in connection with or incidental to the operation of its business, except in the
ordinary course of its business; provided, however, that the foregoing shall not
be deemed to prohibit or otherwise  restrict the Company  from  encumbering  any
such asset and/or  substantially all of its assets in the ordinary course of its
business  and/or from  selling  the assets of its  partially  owned  subsidiary,
Insight Laser Centers, Inc.


     6.6 Maintenance of Existence.  The Borrower shall preserve and maintain its
corporate existence and those leases, privileges, franchises, licenses, permits,
qualifications  and rights that are  necessary  in the  ordinary  conduct of its
business, except to the extent that the failure to do so would not reasonably be
anticipated to result in a MAC Effect.


     6.7 Use of  Proceeds.  The  Borrower  shall use the funds  advanced  by the
Lender pursuant to this Agreement only for lawful business purposes.


     6.8  Collateral.  The  Company  shall  not  create  or  permit  any lien or
encumbrance of any kind  whatsoever on the  Collateral,  except for the security
interest of the Lender and Guarantor  granted  pursuant to this Agreement and/or
the Pledge Agreement;  provided,  however, that provided the Borrower is then in
compliance  with the provisions of Section 1.8 hereof,  the foregoing  shall not
prohibit the Company from releasing any Franchisee or any other person obligated
under any of the Franchisee  Notes, or permitting any of the Franchisee Notes to
be amended or  modified in any way, or waiving or  consenting  to the  departure
from any of the terms of any of the Franchisee Notes.


     6.9 Compliance with Laws. Neither the Company, nor any person acting on its
behalf (and pursuant to its authorization and/or  instructions),  shall take any
action which might cause this Agreement or the transactions  contemplated hereby
to  violate  any laws,  regulations  or rules  applicable  to the  Company,  its
business or its properties,  and the Company will take all actions  necessary to
cause compliance with all laws, regulations and rules applicable to the Company,
its business and its  properties,  except if and to the extent the failure to do
so would not reasonably be anticipated to result in a MAC Effect.


     6.10 Corporate Changes.  The Borrower shall not: (i) dissolve or liquidate;
(ii)  become a party to a merger or  consolidation  unless  it is the  surviving
entity;  or (iii) change its  principal  place of business or the place where it
keeps its books and  records,  unless it shall  have  given the  Lender ten (10)
days' prior written notice thereof.


     6.11 Inspection Rights. The Borrower, on reasonable, advance written notice
from the Lender, shall permit  representatives of the Lender to examine and make
abstracts  and/or  summaries  of the books and records of, and visit and inspect

                                      -16-
<PAGE>

the properties  of, the Borrower at any  reasonable  time and from time to time,
and to discuss the business,  operations and financial condition of the Borrower
with its  officers  and  employees  and with its  independent  certified  public
accountants;   provided,   however,   and  on  the  condition   that,  any  such
representative  first  executes and  delivers to the Borrower a  confidentiality
agreement, in the form annexed hereto as Exhibit E.


     6.12 Taxes.  The Company shall pay or discharge,  at or before  maturity or
before  becoming   delinquent,   all  taxes,   levies,   assessments  and  other
governmental  charges  imposed  on it or  its  business  operations,  including,
without limiting the scope of this provision,  income,  franchise,  sales,  use,
real and personal property and employment taxes,  unless:  (i) the failure to do
so would not reasonably be  anticipated  to result in a MAC Effect;  or (ii) the
amount  or  validity  thereof  is  being  contested  in  good  faith  by  proper
proceedings being diligently pursued; (iii) adequate reserves therefor have been
established;  and (iv) such proceedings do not subject the Lender to any penalty
or liability or involve any material risk of the sale, forfeiture or loss of any
material portion of the Collateral.


     6.13  Transactions  with Affiliates.  The Borrower shall not enter into any
transaction  with any affiliate of the Borrower,  except in the ordinary  course
of, and pursuant to the reasonable  requirements of, the Borrower's business and
upon fair and reasonable terms.


     6.14 Further  Assurances.  The Borrower shall take such additional  actions
and execute and deliver such further instruments as may be reasonably  requested
by the Lender,  from time to time, to carry out the  provisions  and purposes of
this  Agreement  and the  transactions  contemplated  hereby and to preserve and
perfect the liens and security interests of the Lender in the Collateral.


                                  VII. Default


     7.1 Events of Default. An "Event of Default" shall exist if any one or more
of the following events (herein  collectively  called "Events of Default") shall
occur and be continuing:


     (a) The Borrower shall  intentionally  fail to pay any amount to become due
under the terms of any of the Notes and/or this Agreement  within seven (7) days
after the same becomes due and payable,  it being  specifically  understood  and
agreed that in the event the Borrower shall, within five (5) days after the same
shall become due and payable  hereunder  and/or under the Notes,  forward to the
Lender a check in  payment  of any such  amount,  but such  check  shall  not be
delivered  to the  Lender  on or before  the  expiration  of said  seven (7) day
period, the same shall not constitute an Event of Default hereunder;


     (b) The Borrower shall fail to perform,  keep,  abide by, observe or comply
with any of the terms, covenants,  conditions,  agreements or obligations of the
Borrower contained in this Agreement (including, but not limited to, the failure
of the  Borrower to maintain  the  Collateral  Ratio then  required  pursuant to
Section  1.8  hereof) or any of the  documents  or  instruments  executed by the
Borrower and delivered to the Lender in connection herewith (including,  but not
limited to, the Notes and/or the other Exhibits annexed hereto) and such failure
shall  remain  uncured  for a period in excess  of  thirty  (30) days  after the
Borrower's receipt of written notice thereof;  provided,  however,  that if such
default is of a nature  whereby it cannot be cured  within  said thirty (30) day

                                      -17-
<PAGE>

period,  it shall not  constitute  an Event of Default  hereunder  provided  the
Borrower  commences to cure such default  within said thirty (30) day period and
thereafter diligently pursues the same to completion;


     (c) The Borrower shall: (i) dissolve and/or cease doing business as a going
concern; or (ii) merge or consolidate with or into another entity;


     (d) The Borrower  shall:  (i) apply for or consent to the  appointment of a
receiver,  custodian,  trustee, liquidator or similar official for itself or all
or a substantial  part of its property;  (ii) make a general  assignment for the
benefit  of  creditors;  (iii) file a petition  or answer  seeking  liquidation,
reorganization  or an  arrangement  with  creditors or to take  advantage of any
bankruptcy, reorganization or insolvency laws; (iv) file an answer admitting the
material  allegations  of, or consent  to, or default in  answering,  a petition
filed against it in any bankruptcy, reorganization or insolvency proceeding; (v)
become the subject of an order for relief under any  bankruptcy,  reorganization
or  insolvency  proceeding  which shall  continue  unstayed  and in effect for a
period in excess of thirty (30) days; or (vi) have an order,  judgment or decree
entered by any court of  competent  jurisdiction  or other  competent  authority
approving a petition appointing a receiver,  custodian,  trustee,  liquidator or
similar  official for the Borrower of all or a substantial part of its property,
and such order,  judgment or decree shall continue  unstayed and in effect for a
period in excess of thirty (30) days;

     (e) This Agreement,  any of the Notes or any other  documents  delivered to
the Lender pursuant to this Agreement or in connection  herewith shall,  for any
reason,  cease to be in full  force and  effect,  or shall be  declared  null or
unenforceable,  in whole or in material part, or the validity or  enforceability
thereof  shall be  challenged  or  denied  by any party  thereto,  other  than a
Franchisee/maker  of the Franchisee  Notes  (provided,  however,  that an action
initiated by the Borrower to enforce its rights hereunder shall not be deemed to
be an Event of Default hereunder);

     (f) The Borrower  shall be unable and/or lack the legal capacity to conduct
business in the State of New York;

     (g) Any written  representation  or  statement  made by the Borrower to the
Lender  in  connection  herewith  shall  fail to be true  and  complete,  in all
material respects, as and of the date so made by the Borrower; or


     (h) In the event North Fork Bank (the "Bank") shall demand repayment of all
amounts then due it by the Borrower under that certain Term Note, dated the date
hereof, made the Borrower in favor of the Bank, in the original principal amount
of  $1,000,000,  as a result of the occurrence of an Event of Default under (and
as said term is defined in) such Term Note.


     7.2 Remedies  Upon  Default.  (a) If an Event of Default shall occur and be
continuing,  the Lender, at its option,  may, without notice:  (i) terminate the
Credit Facility;  (ii) declare all payments hereunder or under any or all of the
Notes and any other  liabilities  of the  Borrower to the Lender to be forthwith
due and  payable,  whereupon  the same shall  forthwith  become due and  payable
without presentment,  demand,  protest or other notice of any kind, all of which
the Borrower hereby expressly waives,  anything contained herein or in any other
document to the  contrary  notwithstanding;  (iii) reduce any claim to judgment;
(iv) set off and apply against the Obligations of the Borrower any and all funds
at any time  credited  or held by the Lender or any  affiliate  of the Lender or

                                      -18-
<PAGE>

owing from the Lender or any of its  affiliates to the Borrower,  whether or not
said  Obligations  are then due;  and (v) pursue and enforce any of the Lender's
and/or  Guarantor's  rights and remedies under this Agreement,  the Notes and/or
the Pledge  Agreement and to execute any and all instruments and documents which
the Lender,  at any time and from time to time,  reasonably  deems  necessary or
advisable to accomplish the purposes of this Agreement.

     (b) The Lender  shall be under no duty to exercise or withhold the exercise
of any rights, powers, privileges and options expressly or implicitly granted to
the Lender in this  Agreement,  and shall not be liable for any failure to do so
or any delay in doing so. Neither the Lender,  nor any person  designated by the
Lender,  shall be liable for any act or omission or for any error of judgment or
any  mistake of fact or law;  and  neither  the Lender  nor  Guarantor  shall be
responsible  for any  decline  in the value of the  Collateral  and shall not be
required  to take any steps to  preserve  rights  against  prior  parties  or to
protect, preserve or maintain any lien given to secure the Collateral.

     (c) It is specifically  understood and agreed that the  acceptance,  by the
Lender from the Borrower,  of any payments made by the Borrower hereunder and/or
under any of the Notes from and after the occurrence and during the  continuance
of an Event of  Default  hereunder,  shall in no way  prejudice  any  action  or
proceeding  initiated  by the Lender to enforce  its rights  hereunder,  and the
Lender's  acceptance  of any such payment  shall not be deemed to be a waiver of
the  Lender's  absolute  right to continue  any such action or legal  proceeding
against the Borrower as a result thereof.


     7.4  Performance  by the  Lender.  If the  Borrower  fails to  perform  any
agreement  contained  herein,  the Lender may, but shall have no obligation  to,
perform,  or  cause  performance  of,  such  agreement  or  obligation,  and the
reasonable,   out-of-pocket  expenses  of  the  Lender  incurred  in  connection
therewith shall be payable by the Borrower  pursuant to Section 8.4 hereof,  and
shall be fully secured hereby.


                               VIII. Miscellaneous

     8.1  Indemnification.  (a) The Borrower shall  indemnify the Lender and its
officers, directors,  employees,  attorneys and agents from, and shall hold each
of them  harmless  from and against,  any and all losses,  liabilities,  claims,
damages,  costs and expenses  (including the reasonable fees and expenses of its
legal counsel;  hereinafter  collectively referred to as "Losses"), to which any
of them may become subject, which directly or indirectly arise from or relate to
this  Agreement  or  any  of  the  transactions   contemplated  hereby,  or  the
enforcement,  by the Lender,  of its rights  hereunder,  or from any third-party
investigation, litigation or other proceeding including, without limitation, any
threatened investigation,  litigation or other proceeding relating to any of the
foregoing,  excluding, however, any losses, liabilities,  claims, damages, costs
and expenses which arise from the gross negligence or willful  misconduct of the
Lender or its officers,  directors,  employees,  attorneys  and/or  agents.  The
obligations  of the Borrower  under this Section  shall survive the repayment of
all Obligations and the termination hereof.


     (b) In addition to the foregoing,  the Borrower shall  indemnify the Lender
and its officers, directors, employees, attorneys and agents (including, but not
limited  to,  the  Guarantor),  and shall  hold each of them  harmless  from and
against,  any and all  Losses to which  any of them may  become  subject,  which
directly and/or  indirectly arise from, or relate to, the Borrower's  failure to

                                      -19-
<PAGE>

timely  observe  and/or comply with any of its  liabilities  and/or  obligations
under and/or  pertaining  to the Bank's  Additional  Loan to the  Borrower.  The
obligation of the Borrower  under the Section shall survive the repayment of all
Obligations and the termination hereof.


     8.2 Survival.  All  agreements,  representations  and warranties  contained
herein or made in writing by or on behalf of the  parties  hereto in  connection
with the  transactions  contemplated  hereby  shall  survive the  execution  and
delivery of the Agreement,  and any  investigation  at any time made by any such
party, and the delivery of any document pursuant to this Agreement, and any sale
or assignment or other disposition by the Lender of this Agreement, the Notes or
any other  document  delivered  to the Lender  pursuant to this  Agreement.  All
statements  contained in any certificate or other instrument  delivered by or on
behalf of the Borrower  pursuant hereto,  or in connection with the transactions
contemplated  hereby,  shall be deemed  representations  and  warranties  by the
Borrower hereunder.


     8.3 No Waiver; Cumulative Remedies. No failure to exercise, and no delay in
exercising,  any right,  power or privilege  hereunder shall operate as a waiver
thereof,  nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies  provided for in this Agreement and the other  documents
executed in connection  herewith are  cumulative  and not exclusive of any other
rights or remedies provided by law.


     8.4 Expenses of the Lender. The Borrower shall reimburse the Lender for all
of its out-of-pocket expenses, including the reasonable fees and expenses of its
legal  counsel,  incurred in the  enforcement  or  preservation  of the Lender's
rights under this  Agreement.  All such  expenses  shall be paid  promptly  upon
written request by the Lender (accompanied by reasonable  substantiation  and/or
documentation thereof), and shall be fully secured hereby.


     8.5  Notices.  All notices and other  communications  provided  for in this
Agreement shall be given in writing and mailed by certified mail, return receipt
requested,  or personally delivered (including deliveries by express,  overnight
courier  service)  to the  intended  recipient  at the address of such party set
forth on the signature page of this Agreement,  to the attention of such party's
Chief  Financial  Officer and, in the case of the  Borrower,  with a copy to the
attention of its General Counsel.  Any such notice or other  communication shall
be deemed to have been given on the day it is personally  delivered as aforesaid
or three (3) days  after  mailing.  Any party may  change  its  address  for the
purposes of this  Agreement  by giving  notice of such change to the other party
pursuant to this Section.


     8.6 Relationship of the Parties. For purposes of this Agreement,  only, the
relationship  between the Borrower and the Lender shall be solely that of debtor
and creditor,  the Lender having no fiduciary or other special relationship with
the  Borrower  for  purposes  hereof;  and  nothing in this  Agreement  shall be
construed as to deem the relationship  between the Borrower and the Lender to be
other than that of debtor and creditor.


     8.7  Severability.  In the event any provision of this  Agreement or any of
the  instruments  or documents  executed and delivered by either party  pursuant
hereto  is  held  by  a  court  of  competent  jurisdiction  to  be  invalid  or

                                      -20-
<PAGE>

unenforceable,  such  provision  shall not impair or invalidate the remainder of
this  Agreement,  and the effect thereof shall be confined to the provision held
to be invalid or unenforceable.


     8.8 Entire Agreement;  Amendments. This Agreement and the other instruments
and documents  executed and delivered by the parties  pursuant to this Agreement
embody the entire  agreement  between  the parties  hereto  with  respect to the
subject matter hereof and supersede all prior agreements and understandings; and
such documents may be amended only by an  instrument,  executed in writing by an
authorized  officer of the party  against  whom such  amendment  is sought to be
enforced.  All  exhibits  referred to in, and attached  to, this  Agreement  are
incorporated herein by reference and shall, for all purposes,  be a part of this
Agreement.


     8.9 Construction. The Borrower and the Lender acknowledge that each of them
has had the benefit of legal  counsel of its own choice and has been afforded an
opportunity  to  review  this  Agreement  and  all of the  other  documents  and
instruments  to be executed in  connection  herewith  with its legal counsel and
that this  Agreement and all other  documents and  instruments to be executed in
connection herewith shall be construed as if jointly drafted by the Borrower and
the Lender.


     8.10 Parties Bound.  This Agreement  shall be binding upon, and shall inure
to the benefit of, the parties  hereto and their  respective  successors  and/or
assigns.  The Borrower may not, without the prior written consent of the Lender,
assign any rights, powers, duties or obligations  hereunder;  the Lender may, at
any time,  assign any or all of its rights under this  Agreement or under any of
the Notes and/or the Pledge Agreement.


     8.11 APPLICABLE LAW. THIS AGREEMENT IS BEING DELIVERED,  AND IS INTENDED TO
BE PERFORMED,  IN THE STATE OF NEW YORK, AND THE SUBSTANTIVE  LAWS OF SUCH STATE
SHALL GOVERN THE VALIDITY, CONSTRUCTION,  ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT AND ALL TRANSACTIONS CONTEMPLATED HEREBY.


     8.12 APPLICABLE LAW, ETC. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE  WITH,  AND SHALL BE GOVERNED  BY, THE LAWS OF THE STATE OF NEW YORK.
THE PARTIES HEREBY:  (i) WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT  AND/OR ANY DOCUMENT  DELIVERED  HEREUNDER;
AND (ii) IRREVOCABLY  SUBMIT TO THE EXCLUSIVE  JURISDICTION AND VENUE OF THE NEW
YORK STATE  SUPREME  COURT  SITTING IN NASSAU  COUNTY,  NEW YORK, OR THE FEDERAL
COURT FOR THE EASTERN  DISTRICT OF NEW YORK IN ANY ACTION OR PROCEEDING  ARISING
OUT OF OR  RELATING  TO  THIS  AGREEMENT  AND/OR  ANY  SUCH  DOCUMENT  DELIVERED
HEREUNDER.





         [The remainder of this page has been intentionally left blank.]

                                      -21-
<PAGE>



     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
on the date first written above.


                                             EMERGING VISION, INC.
                                             100 Quentin Roosevelt Boulevard
                                             Garden City, New York 11530


                                             By:_______________________________
                                                Robert Hillman, President


                                             HORIZON INVESTORS CORP.
                                             2830 Pitkin Avenue
                                             Brooklyn, New York 11208


                                             By:_______________________________
                                                Benito R. Fernandez, President







                                      -22-

<PAGE>



                           NEGOTIABLE PROMISSORY NOTE


$__________                                              Garden City, New York
                                                         _____________ , 200__

     FOR VALUE RECEIVED, EMERGING VISION, INC., a New York corporation having an
office at 100 Quentin  Roosevelt  Boulevard,  Garden  City,  New York 11530 (the
"Maker"),  promises to pay to the order of HORIZON  INVESTORS  CORP., a New York
corporation  having an office at 2830 Pitkin  Avenue,  Brooklyn,  New York 11208
(the  "PAYEE"),   its   successors   and/or   assigns,   the  principal  sum  of
_______________  and 00/100 ($________)  Dollars,  said sum being admittedly due
and owing by Maker to PAYEE without offset,  defense or  counterclaim,  together
with  interest,  to be  computed  thereon at a rate per annum  equal to one (1%)
percent  above the prime rate of interest  announced,  by North Fork Bank,  from
time to time until the entire principal balance hereof shall be repaid in full.

     Principal and interest shall be payable hereunder as follows:

     (i)___________( ) consecutive,  monthly installments of principal,  each in
the amount of ____________________ and ____/100 ($_________) Dollars, commencing
on _________  200_,  with like  successive  installments on the same day of each
month thereafter, together with interest thereon, to be computed at the rate per
annum specified hereinabove, through and including December ___, 2003; and

     (ii)A final payment equal to the entire remaining unpaid principal  balance
hereof,  together  with all  accrued  and unpaid  interest  thereon,  on January
______, 2004.


     This Note is subject to the following additional terms.

     1. Reference to Loan Agreement/Collateral.

     This Promissory Note is secured by certain  collateral as more specifically
described  and referred to in that certain Loan  Agreement,  dated  January ___,
2002, between the Maker and Payee (the "Loan Agreement"). Reference is also made
to the Loan Agreement for a statement of certain  rights of the PAYEE  following
an Event of Default (as that term is defined in the Loan Agreement) thereunder.



                                   EXHIBIT B

                                      -23-
<PAGE>

     2. Prepayment - Application of Payment.

     This Note may be prepaid without penalty, in whole or in part, at any time.

     All payments  hereunder  shall first be applied to any interest and/or late
fees which shall have  accrued,  but shall not have been paid,  hereunder at the
time at which such  payment is made,  and the balance of such  payment  shall be
applied to reduce the then outstanding  principal balance hereof, in the inverse
order of maturity.

     Nothing contained in this Note, or in any other agreement between the Maker
and PAYEE, requires the Maker to pay, or PAYEE to accept,  interest in an amount
which would subject PAYEE to any penalty or forfeiture  under applicable law. In
no event shall the total of all charges payable  hereunder,  whether of interest
or of such other charges which may or might be characterized as interest, exceed
the  maximum  rate  permitted  to be charged  under the laws of the State of New
York.  Should  PAYEE  receive  any  payment on this Note which is or would be in
excess of that permitted to be charged under said laws,  such payment shall have
been, and shall be deemed to have been, made in error and shall automatically be
applied to reduce the principal indebtedness outstanding on this Note.


     3. Place of Payment; Waiver of Defenses and Notices.

     All  payments  hereunder  shall be  payable at the  offices of PAYEE,  2830
Pitkin  Avenue,  Brooklyn,  New York 11208,  or at such other place as PAYEE may
from time to time designate pursuant to Section 6 hereof, or at such other place
as may be agreed upon by the parties.

     This Note is payable  by Maker  without  deduction  by reason of set-off or
counterclaim or any defense whatsoever (except payment).

     The Maker hereby waives demand for payment, notice of dishonor and protest,
and notice of protest or any other notice of any kind.


     4. Default; Remedies.

     In the event of:

     (i) the nonpayment of any  installment of principal or interest when due on
this Note,  or on any other  promissory  note  given by the Maker to PAYEE,  its
subsidiaries or affiliates,  and such nonpayment  continues for a period of five
(5) days following the day written  notice of such  nonpayment has been given to
the Maker; or

                                      -24-
<PAGE>

     (ii) if an Event of Default  shall  occur and be  continuing  under (and as
defined in Section 7.1 of) the Loan Agreement;

then, on the happening of any such event, any remaining unpaid installments
and all  liability of the Maker under this Note,  at the option of PAYEE,  shall
become due and payable  immediately upon the giving of written notice thereof by
PAYEE to the  Maker.  The  failure to assert  this  right  shall not be deemed a
waiver thereof.


     Upon default,  stated or accelerated,  interest shall accrue at the maximum
rate permitted by law, but this  provision  shall not be deemed to constitute an
extension of time for payment of the principal balance due hereunder.

     If this Note is not paid in full in  accordance  with its terms,  the Maker
agrees  to pay all  costs  and  expenses  of  collection,  including  reasonable
attorneys' fees and expenses.


     5. Amendments.

     This  Note  may  not be  changed  or  terminated  orally,  but  only  by an
agreement,  in writing,  signed by the party  against  whom  enforcement  of any
waiver, change, modification or discharge is sought.


     6. Notices.

     All notices,  requests or other communications  required hereunder shall be
in  writing  and shall be deemed  to have been duly  given or made if  delivered
personally or by courier  service which obtains a signed  receipt upon delivery,
or if mailed by United States certified mail,  postage  prepaid,  return receipt
requested, to the parties at the respective addresses first above written, or at
such other  addresses  as shall be specified in writing by either of the parties
to the  other in  accordance  with the  terms and  conditions  of this  Section.
Notices  shall be  deemed  effective,  if  delivered  personally  or by  courier
service, on the date delivered or, if mailed in accordance  herewith,  three (3)
days after the date of such mailing.


     7. Late Fees.

     In the event of a late  payment by the Maker,  PAYEE may  collect  from the
Makers a late  charge  not to exceed  five  (5(cent))  cents per each  dollar of
payment  due  hereunder  and not paid  within  ten (10) days  after the due date
hereof,  as liquidated  damages for PAYEE'S  extra expense  involved in handling
such delinquent payment.  Acceptance by PAYEE of any late payment, together with
such  late  charge,  is at the  option of PAYEE  and  shall  not  constitute  an
extension of time for the making of such payment.

                                      -25-
<PAGE>

     8. Successors and Assigns.

     PAYEE may, upon written notice  thereof to the Maker,  assign this Note and
the right to  receive  the  payments  evidenced  hereby  to any other  person or
entity, which assignment may be made on such terms and conditions as PAYEE shall
consider  appropriate,  in its sole  and  absolute  discretion.  The  terms  and
provisions of this Note shall be binding upon,  and inure to the benefit of, the
parties hereto and their respective successors and/or assigns.

     9. Nonwaiver.

     No failure by PAYEE or any  subsequent  holder  hereof to insist upon exact
compliance  with the terms of this Note shall be deemed or construed as a waiver
by such party of the right to require exact  compliance with each and every duty
and obligation herein contained in the future.


     10. Applicable Law and Jurisdiction.

     THIS NOTE SHALL BE CONSTRUED  AND  ENFORCED IN ALL  RESPECTS IN  ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT  GIVING EFFECT TO ANY  PRINCIPLES
RELATING TO CONFLICT OF LAWS. THE PARTIES HERETO:  (i) CONSENT THAT ANY LEGAL OR
EQUITY  PROCEEDING  BROUGHT  IN  CONNECTION  WITH OR  ARISING  OUT OF ANY MATTER
RELATING TO THIS NOTE,  SHALL BE INSTITUTED  ONLY IN A FEDERAL OR STATE COURT OF
COMPETENT  JURISDICTION WITHIN THE STATE OF NEW YORK, COUNTY OF NASSAU; AND (ii)
WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF AND/OR RELATED TO
THIS  NOTE.   THE  MAKER  HEREBY   IRREVOCABLY   CONSENTS  AND  SUBMITS  TO  THE
JURISDICTION,  IN ANY SUCH  MATTER,  OF THE  COURTS OF THE STATE OF NEW YORK AND
WAIVES ANY  OBJECTION  IT MAY HAVE TO EITHER THE  JURISDICTION  OR VENUE OF SUCH
COURTS.

     11.  Joint and  Several  Liability.  In the event that more than one person
shall  execute this Note,  the  liability of each  hereunder  shall be joint and
several.


     IN WITNESS  WHEREOF,  the Maker has executed  this Note on the day and year
first above written.

                                             EMERGING VISION, INC.
                                             By: ______________________________
                                                 Robert Hillman, President

                                      -26-
<PAGE>

     The  securities  represented  by this  Certificate  (including  the Warrant
Shares  described  below) have not been  registered  under the Securities Act of
1933, as amended (the "Securities Act"). These securities have been acquired for
investment  purposes  only and not with a view to  distribution,  and may not be
sold,  transferred,  pledged or  hypothecated  in the  absence  of an  effective
registration  statement for such securities  under the Securities Act or unless,
in the opinion of counsel for the holder of this  Certificate,  such transaction
is exempt from the registration requirements of the Securities Act.


                              Emerging Vision, Inc.

                        WARRANT CERTIFICATE AND AGREEMENT


                          Dated as of January 23, 2002


                        Warrants to Purchase Common Stock


     Emerging  Vision,  Inc., a New York  corporation  (the  "Company"),  hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,   Horizon  Investors  Corp.,  a  New  York
corporation,  (the  "Investor"),  or its registered  assigns,  is the registered
owner  of  2,500,000  warrants  (each,  a  "Warrant"  and,   collectively,   the
"Warrants"),  each of which will entitle the registered  holder thereof,  at any
time after the  applicable,  respective  Vesting Dates set forth in Section 4(a)
hereof,  to purchase  one share,  as adjusted  from time to time as provided for
herein,  of the Common Stock of the Company (each such  purchased  share being a
"Warrant Share" and all such shares being the "Warrant Shares"), at the exercise
price of $ .01 per share (as adjusted from time to time as provided herein,  the
"Exercise  Price") on or before January 22, 2007 (the  "Expiration  Date"),  all
subject to the following terms and conditions:


     SECTION 1. Certain Definitions.  As used in this Warrant  Certificate,  the
following terms have the respective meanings set forth below:

     "Affiliate"  of any  Person  or entity  means  any  other  Person or entity
directly or  indirectly  controlling,  controlled by or under direct or indirect
common control with such Person or entity, any member of the immediate family of
such  Person,  or  any  officer,   director,   employee,   agent  or  authorized
representative of such entity.


                                    EXHIBIT C

                                      -27-
<PAGE>


     "Common  Stock" shall mean shares of the Common  Stock of the Company,  par
value $.01 per share.

     "Date of Exercise" of any Warrant  shall mean the date on which the Company
shall have received both: (i) the original of this Warrant Certificate, with the
Form of Election to Purchase attached hereto,  appropriately  filled in and duly
signed; and (ii) payment of the Exercise Price for such Warrant,  either in cash
or pursuant to the provisions of Section 4(e) hereof.

     "Form of Assignment"  shall mean the form of Assignment of Warrant attached
to this Warrant Certificate.

     "Form of Election to Purchase"  shall mean the form of Election to Purchase
attached to this Warrant Certificate.

     "Market  Price",  as of any date,  shall be deemed to be the last  reported
sale  price or,  in case no such  reported  sale  takes  place on such day,  the
average of the last reported sale prices for the last three (3) trading days, in
either case, as  officially  reported by the  principal  securities  exchange on
which the Common  Stock is listed or admitted to trading or by Nasdaq or, if the
Common  Stock is not listed or  admitted to trading on any  national  securities
exchange or quoted by Nasdaq,  the average closing bid price as furnished by the
NASD through Nasdaq or any similar organization if Nasdaq is no longer reporting
such information,  or if the Common Stock is not quoted on Nasdaq, as determined
in good faith by resolution  of the Board of Directors of the Company,  based on
the best information then available to it. Should the Market Price be determined
by the Board of  Directors  of the  Company  pursuant  to the last clause of the
previous sentence,  such determination  shall, absent manifest error, be binding
upon the holder of the Warrants.

     "Person"  shall mean an  individual,  a  partnership,  a joint  venture,  a
corporation,   a  limited   liability   company,   a  trust,  an  unincorporated
organization,  or a government or any department or agency thereof, or any other
entity.

     "Vesting Date" shall have the meaning set forth in Section 4(a) hereof.

     "Warrant  Certificate"  shall mean this Warrant  Certificate  and Agreement
including all Exhibits and Attachments hereto.



     SECTION 2. Registration.

     (a)  Registration  on Company's  Records.  The Company shall  register each
Warrant  upon  records to be  maintained  by the Company for that purpose in the
name of the  record  holder of such  Warrant  from time to time.  Subject to the
provisions  of Section 3 hereof,  the Company may deem and treat the  registered
holder of each  Warrant as the  absolute  owner  thereof  for the purpose of any
exercise  thereof,  any  distribution  to the holder  thereof  and for all other
purposes.

                                      -28-
<PAGE>


     (b) Notation on Warrant Shares.  Unless and until registered by the Company
under the Act, the Warrant  Shares issued upon the exercise of the Warrant shall
be  subject  to a stop  transfer  order  and  the  certificate  or  certificates
evidencing such Warrant Shares shall bear the following legend:

     "THE SHARES OF COMMON STOCK  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER,  AND ARE  RESTRICTED  SECURITIES  WITHIN THE  MEANING OF, THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR
OTHERWISE  DISPOSED  OF  EXCEPT  IN  ACCORDANCE  WITH SUCH ACT AND THE RULES AND
REGULATIONS  PROMULGATED  THERREUNDER AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS.  THE  ISSUER  OF  THESE  SECURITIES  WILL  NOT  TRANSFER  SUCH
SECURITIES  EXCEPT UPON RECEIPT OF EVIDENCE  SATISFACTORY TO THE ISSUER THAT THE
REGISTRATION  PROVISIONS  OF SUCH ACT HAVE BEEN  COMPLIED  WITH OR AN OPINION OF
COUNSEL TO THE  EFFECT  THAT SUCH  REGISTRATION  IS NOT  REQUIRED  AND THAT SUCH
TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS."

     (c) Agreement to Register Warrant Shares.  As a material  inducement to the
Investor  reference in acquiring the Warrants,  the Company hereby agrees to use
its  reasonable,  good faith  efforts to register  the Warrant  Shares under the
Securities Act pursuant to, and in accordance  with, the provisions of Exhibit A
annexed hereto and incorporated herein by


     SECTION 3. Transfers and Exchanges of Warrants and Warrant Shares.

     (a) Registration of Transfers and Exchanges. Subject to: (i) the provisions
of the last sentence of Section 3(c) below; and (ii) the Company's prior receipt
of an opinion of counsel (in form and substance  reasonably  satisfactory to it)
indicating  that such transfer is permitted  under the Securities Act and/or any
other  applicable state securities laws, the Company shall register the transfer
of any Warrants  upon records to be  maintained  by the Company for that purpose
upon  surrender of the original of this  Warrant  Certificate,  with the Form of
Assignment  attached  hereto,  duly filled in and signed,  to the Company at the
office  specified  in  or  pursuant  to  Section  4(d)  hereof.  Upon  any  such
registration of transfer, a new Warrant  Certificate,  in substantially the form
of this Warrant  Certificate,  evidencing the Warrants so  transferred  shall be
issued  to the  transferee  and a new  Warrant  Certificate,  in  similar  form,
evidencing the remaining Warrants not so transferred, if any, shall be issued to
the then registered holder thereof.

     (b)  Warrants  Exchangeable  for  Different  Denominations.   This  Warrant
Certificate is  exchangeable,  upon the surrender hereof by the holder hereof at
the office of the Company  specified in or pursuant to Section 4(d) hereof,  for
one or more new Warrant  Certificates,  each in  substantially  the form of this
Warrant  Certificate,  evidencing,  in the aggregate,  the right to purchase the
number of Warrant Shares which may then be purchased hereunder, each of such new
Warrant  Certificates to be dated the date of such exchange and to represent the

                                      -29-
<PAGE>

right to purchase  such number of Warrant  Shares as shall be designated by said
holder hereof at the time of such surrender.

     (c)  Transferability.  Subject to the first sentence of Section 3(a) above,
the last  sentence of this  Section  3(c) and to  restrictions  contained in the
Securities  Act and any  applicable  state  securities or "blue sky" laws,  each
Warrant represented by this Warrant Certificate is transferrable, in whole or in
part,  at the option of the holder  hereof,  when this  Warrant  Certificate  is
surrendered,  together with the Form of Assignment  attached hereto, duly filled
in and signed, at the offices of the Company specified in or pursuant to Section
4(d)  hereof.  Upon  such  surrender,   the  Company  shall  issue  new  Warrant
Certificate(s)  pursuant to Section 3(a) hereof.  Notwithstanding the foregoing,
no Warrant may be  transferred  by the Investor,  other than to its  Affiliates,
each  of  whom  will  be  thereafter   restricted   (prohibited)   from  further
transferring the same.


     SECTION 4. Vesting, Duration and Exercise of Warrants.

     (a)  Vesting  Requirements.   Notwithstanding   anything  to  the  contrary
contained  herein,  the Warrants may be exercised only after they have vested in
accordance  with the provisions of this Section 4(a), it being  understood  that
the Warrants shall vest as follows (each  hereinafter  referred to as a "Vesting
Date"):

     (i) Warrants to purchase 1,750,000 shares of Common Stock shall vest on the
date hereof;

     (ii)  Warrants to purchase an  additional  250,000  shares of Common  Stock
shall vest on April 22, 2002,  provided,  and on the condition  that, as of such
date, there is then due and owing to either: (x) Northfork Bank (the "Bank") any
amounts advanced by the Bank to the Company pursuant to that certain  Promissory
Note, dated the date hereof,  between the Bank and the Company (the "Note");  or
(y) to the Investor any amounts advanced by the Investor to the Company pursuant
to that certain Loan Agreement,  dated the date hereof,  between the Investor to
the Company (the "Loan Agreement")

     (iii)  Warrants to purchase an  additional  250,000  shares of Common Stock
shall vest on July 22, 2002,  provided,  and on the  condition  that, as of such
date,  there is then due and owing to either:  (x) the Bank any amounts advanced
by the Bank to the Company pursuant to the Note; or (y) the Investor any amounts
advanced by the Investor to the Company pursuant to the Loan Agreement; and

     (iv)  Warrants to purchase an  additional  250,000  shares of Common  Stock
shall vest on October 22, 2002, provided,  and on the condition that, as of such
date,  there is then due and owing to the Bank any amounts  advanced by the Bank
to the Company pursuant to the Loan Agreement; and

     (v) Any Warrants  which have failed to vest as of any of the Vesting  Dates

                                      -30-
<PAGE>

set forth  hereinabove,  together with any additional  Warrants which could have
otherwise vested  thereafter,  shall  automatically be and become void and of no
further value, force and/or effect.

     (b) Exercise. Subject to the provisions of Section 4(a) hereof, each of the
warrants shall be  exercisable by the registered  holder thereof on any business
day before 5:00 P.M., Eastern Standard Time, on or prior to the Expiration Date.
At 5:00 P.M.,  Eastern  Standard Time, on the Expiration  Date, each Warrant not
exercised  prior thereto shall be and become void and of no value,  force and/or
effect.

     (c) Subject to the provisions of this Warrant Certificate,  including:  (i)
the provisions of Section 4(a) hereof;  and (ii) the adjustment to the number of
Warrant  Shares  issuable on the  exercise of each  Warrant and to the  Exercise
Price thereof,  all pursuant to Section 8 hereof, the holder of each Warrant, on
or prior to the  Expiration  Date,  shall  have the right to  purchase  from the
Company (and the Company  shall be obligated to issue and sell to such holder of
a  Warrant),  at the  Exercise  Price,  one fully paid  Warrant  Share  which is
non-assessable.

     (d) Upon surrender of this Warrant  Certificate,  with the Form of Election
to  Purchase  duly  filled in and  signed,  to the Company at its offices at 100
Quentin  Roosevelt  Boulevard,  Garden City, New York 11530 (to the attention of
its Secretary,  with a copy to the attention of its General Counsel), or at such
other  address as the  Company  may  specify  in writing to the then  registered
holder(s) of the Warrants,  and payment of the Exercise Price  multiplied by the
number of Warrant  Shares then issuable upon the exercise of the Warrants  being
exercised,  in lawful money of the United States of America, all as specified by
the holder of this Warrant Certificate in the Form of Election to Purchase,  the
Company shall  promptly cause to be issued and delivered to, or upon the written
order of, the registered  holder of such Warrants,  and in such name or names as
such  registered  holder may  designate,  a certificate  for the Warrant  Shares
issued upon such exercise of such Warrants. Any Person so designated to be named
therein  shall be deemed to have  become  the  holder of record of such  Warrant
Shares as of the Date of Exercise of such Warrants.

     (e) In addition  to the method of payment set forth in Section  4(d) above,
and in lieu of any  cash  payment  required  thereunder,  the  holder(s)  of the
Warrants  shall have the right,  at any time and from time to time  (subject  to
such holder(s) then having Warrants to purchase a sufficient number of shares of
Common  Stock as to allow for the  payment  as  provided  for  hereinbelow),  to
exercise the Warrants (in a broker assisted, cashless exercise transaction or by
such other method as may then be reasonably  acceptable to the Company), in full
or in part, by surrendering this Warrant Certificate, in the manner specified in
Section 4(d) above, as payment of the aggregate Exercise Price for the number of
Warrants  then being  exercised  by such  holder.  The number of  Warrants to be
surrendered  in  payment  of the  aggregate  Exercise  Price  for the  number of
Warrants then being  exercised by such holder shall be determined by multiplying
the number of Warrants to be exercised by the Exercise Price,  and then dividing
the product  thereof by an amount  equal to the Market Price per share of Common
Stock.  Solely for the  purposes of this  Section  3(e),  Market  Price shall be
either:  (i) the Market Price on the date on which the Form of Election attached
hereto is deemed to have been sent to the Company  pursuant to the provisions of

                                      -31-
<PAGE>

Section 11 hereof (the "Notice  Date");  or (ii) the average of the Market Price
for each of the five trading days preceding the Notice Date, whichever of (i) or
(ii) is greater.

     (f)  The  Warrants   evidenced  by  this  Warrant   Certificate   shall  be
exercisable,  either as an entirety or for a portion thereof,  from time to time
after the applicable  Vesting Date, for the number of Warrants evidenced by this
Warrant Certificate.  If less than all of the Warrants evidenced by this Warrant
Certificate  are exercised at any time, the Company shall issue, at its expense,
a new  Warrant  Certificate,  in  substantially  the same  form as this  Warrant
Certificate,  for the  remaining  number of Warrants  evidenced  by this Warrant
Certificate.

     SECTION 5.  Payment of Taxes.  The Company  will pay all transfer and stock
issuance  taxes  attributable  to the initial  issuance,  only,  of the Warrants
and/or the Warrant Shares,  or the initial  issuance or delivery of certificates
for Warrant Shares or other securities in respect of the Warrant Shares upon the
exercise of Warrants,  provided  that the Company  shall not be obligated to pay
any taxes due or  payable as a result of the  transfer,  by the  holder,  of any
Warrants or Warrant Shares.

     SECTION  6.  Mutilated  or Missing  Warrant  Certificate.  If this  Warrant
Certificate shall be mutilated,  lost, stolen or destroyed,  upon request by the
registered  holder of the Warrants,  the Company will issue, in exchange for and
upon cancellation of the mutilated Warrant  Certificate,  or in substitution for
the lost, stolen or destroyed Warrant Certificate, a new Warrant Certificate, in
substantially  the same  form as this  Warrant  Certificate,  of like  tenor and
representing the equivalent number of Warrants,  but, in the case of loss, theft
or  destruction,  only upon receipt of evidence  satisfactory  to the Company of
such loss, theft or destruction of this Warrant Certificate and, if requested by
the Company, an indemnity also satisfactory to it.

     SECTION 7. Reservation and Issuance of Warrant Shares. (a) The Company will
at all  times  have  authorized,  and  reserve  and keep  available,  free  from
preemptive  rights,  for the purpose of enabling it to satisfy any obligation to
issue Warrant Shares upon the exercise of the Warrants,  the number of shares of
Warrant Shares  deliverable upon the exercise of the Warrants.  The Company will
not, however,  be required to cause any of the Warrant Shares to be listed (upon
issuance or notice of issuance) on any stock exchange.

     (b) Before  taking any action which could cause an  adjustment  pursuant to
Section 8 hereof  reducing the Exercise  Price below the then par value (if any)
of the Warrant Shares,  the Company will use its reasonable,  good faith efforts
to take any  corporate  action  which may be necessary in order that the Company
may validly and legally  issue,  at the Exercise  Price as so adjusted,  Warrant
Shares that are fully paid and non-assessable.

     (c) The Company  covenants that all Warrant  Shares will,  upon issuance in
accordance with the terms of this Warrant Certificate,  be: (i) duly authorized,
fully  paid and  nonassessable;  (ii) free from all taxes  with  respect  to the
issuance thereof and from all liens,  charges and security  interests created by
the Company; and (iii) subject only to the restrictions on transfer contained in
the Securities Act,  applicable  state securities or "blue sky" laws and Section
3(c) hereof, freely transferrable.

                                      -32-
<PAGE>

     SECTION 8.  Adjustments  of  Exercise  Price and  Number of Warrant  Shares
Deliverable.


     8.1 The number of Warrant  Shares  purchaseable  upon the  exercise  of the
Warrants  and the Exercise  Price with  respect to such Warrant  Shares shall be
subject to adjustment as follows:

     (a) In case the Company  shall:  (i)  subdivide its  outstanding  shares of
Common Stock through stock split or otherwise;  or (ii) combine its  outstanding
shares of Common  Stock  into a smaller  number of shares of Common  Stock,  the
number  and/or  nature of Warrant  Shares  purchasable  upon the exercise of the
Warrants  immediately prior thereto shall be adjusted so that the holder of this
Warrant  Certificate shall be entitled to receive the kind and number of Warrant
Shares or other securities of the Company which it would have owned or have been
entitled to receive  after the happening of any of the events  described  above,
had the Warrants been exercised immediately prior to the happening of such event
or any record date with respect  thereto.  An  adjustment  made pursuant to this
subparagraph (a) shall become  effective  retroactively as of the record date of
such event.

     (b) In the case of any reclassification,  capital  reorganization or change
in the Common Stock (other than as a result of a subdivision  or  combination as
provided  for  in  Subsection  8.1(a)  above),  then,  as a  condition  of  such
reclassification,  reorganization or change, lawful provision shall be made, and
duly executed  documents  evidencing  the same from the Company or its successor
shall be  delivered  to the  holder of this  Warrant  Certificate,  so that such
holder  shall have the right,  at any time prior to the  Expiration  Date of the
Warrants,  to purchase, at a total price equal to that payable upon the exercise
of this  Warrant  Certificate,  the kind and amount of shares of stock and other
securities  and property  receivable in connection  with such  reclassification,
reorganization  or  change  by a holder  of the same  number of shares of Common
Stock  as were  purchasable  by the  holder  hereof  immediately  prior  to such
reclassification,  reorganization  or  change.  In any  such  case,  appropriate
provisions shall be made with respect to the rights and interests of such holder
so that the provisions hereof shall thereafter be applicable with respect to any
shares of stock or other  securities and property  deliverable upon the exercise
hereof,  and  appropriate  adjustments  shall be made to the Exercise  Price per
share payable hereunder,  provided the aggregate purchase price shall remain the
same.  Any  adjustment  made  pursuant  to this  subparagraph  (b) shall  become
effective retroactively as of the record date of such event.

     (c) Whenever the number of Warrant Shares  purchasable upon the exercise of
the  Warrants is  adjusted,  as provided  for in this  Section 8.1, the Exercise
Price with respect to the Warrant Shares shall be adjusted by  multiplying  such
Exercise Price immediately prior to such adjustment by a fraction, the numerator
of which shall be the number of Warrant Shares  purchasable upon the exercise of
the Warrants immediately prior to such adjustment,  and the denominator of which
shall be the number of Warrant Shares so purchasable immediately thereafter.

                                      -33-
<PAGE>

     (d) When any  adjustment  is  required  to be made in the number or kind of
shares  purchasable upon the exercise of the Warrants,  or in the Exercise Price
thereof,  the  Company  shall  promptly  notify  the  holder  (of  this  Warrant
Certificate)  of such event and of the number of shares of Common Stock or other
securities or property thereafter purchasable upon exercise of the Warrants.

     8.2 No adjustment in the number of Warrant  Shares  purchasable  under this
Warrant Certificate or in the Exercise Price with respect to the Warrant Shares,
shall be required unless such  adjustment  would require an increase or decrease
of at least 1% in the number of Warrant Shares issuable upon the exercise of the
Warrants,  or in  the  Exercise  Price  thereof;  provided,  however,  that  any
adjustments  which,  by reason of this Section 8.2, are not required to be made,
shall be carried  forward and taken into account in any  subsequent  adjustment.
All final  results  of  adjustments  to the  number of  Warrant  Shares  and the
Exercise Price thereof shall be rounded to the nearest one thousandth of a share
or the nearest cent, as the case may be.

     SECTION 9. No Stock Rights. No holder of this Warrant Certificate, as such,
shall be entitled  to vote or be deemed the holder of Common  Stock or any other
securities  of the Company  which may at any time be  issuable  on the  exercise
hereof,  nor shall  anything  contained  herein be  construed to confer upon the
holder of this Warrant Certificate,  as such, the rights of a stockholder of the
Company or the right to vote for the  election of  directors  or upon any matter
submitted to stockholders at any meeting thereof, or give or withhold consent to
any corporate action or to receive notice of meetings or other actions affecting
stockholders   (except  as  provided   herein),   or  to  receive  dividends  or
subscription  rights or  otherwise,  until the Date of Exercise of any  Warrants
shall have occurred.

     SECTION 10. Fractional  Shares.  The Company shall not be required to issue
fractions  of  shares  of Common  Stock  upon the  exercise  of  Warrants  or to
distribute  certificates  which evidence  fractional  shares of Common Stock. In
lieu of  fractional  shares of Common  Stock,  the Company shall pay to the then
holder of this  Warrant  Certificate  (as of the Date of  Exercise) an amount in
cash  equal to the same  fraction  of the  Market  Value of the shares of Common
Stock calculated with respect to such Date of Exercise.

     SECTION   11.   Notices.   All   notices,   requests,   demands  and  other
communications  relating to this Warrant  Certificate  shall be in writing,  and
shall be  forwarded  by first  class mail,  return  receipt  requested,  postage
prepaid,  or by personal delivery  (including  deliveries by express,  overnight
courier  service)  addressed:  (a)  if  to  the  registered  holder  hereof,  to
it/him/her at the address furnished by the registered holder to the Company; and
(b) if to the  Company,  to it at 100 Quentin  Roosevelt  Boulevard,  Suite 508,
Garden City, New York 11530; Attention: Secretary of the Company (with a copy to
be  simultaneously  forwarded to the attention of the Company's General Counsel)
or to such other  address as any party shall  notify the other party in writing,
and shall be effective,  in the case of written notice by mail, three days after
placement  into the mails (first  class,  postage  prepaid),  and in the case of
personal delivery, on the same day as receipt is confirmed.

     SECTION 12. Binding Effect.  This Warrant Certificate shall be binding upon
and inure to the sole and  exclusive  benefit  of the  Company,  its  successors

                                      -34-
<PAGE>

and/or  assigns,  and the registered  holder or holders from time to time of the
Warrants and the Warrant Shares, and each of their respective  successors and/or
assigns.

     SECTION 13. Survival of Rights and Duties.  This Warrant  Certificate shall
terminate  and be of no further  force and  effect on the  earlier of 5:00 P.M.,
Eastern  Standard Time, on the  Expiration  Date or the date on which all of the
Warrants  have been  exercised,  except  that the  provisions  of  Section 2 and
Section 3 shall continue in full force and effect after such termination date.

     SECTION 14. Governing Law. This Warrant  Certificate  shall be construed in
accordance  with,  and governed by the  internal  laws of, the State of New York
(i.e., without regard to its conflicts of law rules).

     SECTION 15.  Counterparts.  This Warrant Certificate may be executed in two
or more counterparts  each of which,  when taken together,  shall constitute one
and the same instrument.






         [The remainder of this page has been intentionally left blank.]












                                      -35-

<PAGE>




     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
executed by its officer thereunto duly authorized as of the date hereof.




                                               EMERGING VISION, INC.,
                                               a New York corporation


                                               By:  ___________________________
                                                     Robert Hillman, President



Accepted and agreed to this 23th day of January, 2002.



HORIZON INVESTORS CORP.



By:  ____________________________
     Name:  Benito R. Fernandez
     Title: President









                                      -36-
<PAGE>


                          FORM OF ELECTION TO PURCHASE


     (To Be  Executed  by the  holder of  Warrants  if such  holder  Desires  to
Exercise Warrants Evidenced by the Foregoing Warrant Certificate)


To Emerging Vision, Inc.:

     The  undersigned  hereby  irrevocably  elects  to  exercise   _____________
Warrants  evidenced by the foregoing  Warrant  Certificate  for, and to purchase
thereunder,  ___________________  full  shares of  Common  Stock  issuable  upon
exercise of said Warrants, hereby delivers to the Company a check, in the amount
of $_________  (as provided for in the foregoing  Warrant  Certificate)  and any
applicable   taxes  payable  by  the   undersigned   pursuant  to  such  Warrant
Certificate.

     The undersigned requests that certificates for such shares be issued in the
name of


                                              PLEASE INSERT SOCIAL SECURITY
                                              OR TAX IDENTIFICATION NUMBER


-------------------------------               ------------------------------
(Please print name and address)               ______________________________

-----------------------------------------------------------------

     If the total  said  number  of  Warrants  shall not be all of the  Warrants
evidenced by the foregoing Warrant Certificate,  the undersigned requests that a
new Warrant  Certificate  evidencing  the Warrants not so exercised be issued in
the name of and delivered to

-----------------------------------------------------------------
                         (Please print name and address)
-----------------------------------------------------------------

         Name of holder
         of Warrant (Print):        ________________________________________
         (By:)                      ________________________________________
         (Title:)                   ________________________________________


Dated:   ______________, 20__


                                      -37-

<PAGE>


                               FORM OF ASSIGNMENT


     FOR  VALUE  RECEIVED,   ___________________________________  hereby  sells,
assigns and  transfers to each assignee set forth below all of the rights of the
undersigned in and to the number of Warrants (as defined in and evidenced by the
foregoing  Warrant  Certificate)  set forth  opposite the name of such  assignee
below,  and in and to the  foregoing  Warrant  Certificate  with respect to said
Warrants  and the shares of Common  Stock  issuable  upon the  exercise  of said
Warrants:


Name of Assignee                    Address                  Number of Warrants
----------------                    -------                  ------------------





     If the total  number  of said  Warrants  shall  not be all of the  Warrants
evidenced by the foregoing Warrant Certificate,  the undersigned requests that a
new Warrant Certificate evidencing the Warrants not so assigned be issued in the
name of and delivered to the undersigned.

                     Name of
                     holder of Warrant (Print): ____________________________
                     (By:)                      ____________________________
                     (Title:)                   ____________________________




Dated: _________________, 20__









                                      -38-
<PAGE>
                                    Exhibit A


     1. The Company hereby agrees to: (i) use its reasonable, good faith efforts
to prepare  for  filing and file with the  Securities  and  Exchange  Commission
("SEC") under the Securities  Act, on or before the expiration of the sixty (60)
day period immediately following the issuance of the Warrants to the Investor, a
registration  statement  on Form S-1 or Form S-2 or,  if such Form S-1 or S-2 is
unavailable,  on any other appropriate form (the "Registration Statement"),  for
the purpose of  registering  for resale with the SEC, on behalf of the  Investor
(hereinafter referred to as the "Shareholder"), the Warrant Shares; and (ii) use
its reasonable,  good faith efforts to have the Registration  Statement declared
effective  as promptly  thereafter  as is  reasonably  practicable.  The Company
further  agrees to use its  reasonable,  good  faith  efforts  to  maintain  the
effectiveness of the Registration  Statement,  and to promptly file with the SEC
any supplements or  post-effective  amendments  thereto which may be required in
order to  maintain  such  effectiveness,  for a period  of not less than two (2)
years from the date  hereof.  The  Company  hereby  agrees to bear all  expenses
associated with the Registration Statement,  other than the fees and expenses of
the Shareholder  (and its attorneys and  accountants)  incurred in the review of
the  Registration  Statement  and/or  the sale of the  Warrant  Shares,  and any
broker-dealers,  agents or underwriters  who participate in any sales of Warrant
Shares by such  Shareholder  thereunder.  The  Company  agrees to furnish to the
Shareholder  such  number  of  copies  of  such  Registration   Statement,   the
preliminary  prospectus  and final  prospectus  included  therein and such other
documents as the Shareholder  may reasonably  request in order to facilitate the
disposition of the Warrant Shares.  If the Company has delivered  preliminary or
final prospectuses to the Shareholder and after having done so the prospectus is
amended to comply with the requirements of the Securities Act, the Company shall
immediately  notify the  Shareholder  in writing and, if requested in writing by
the Company,  the Shareholder  shall  immediately cease making offers of Warrant
Shares and promptly return all prospectuses to the Company;  provided,  however,
that the Company  shall use its  reasonable,  good faith  efforts to  thereafter
promptly prepare and provide the Shareholder with a sufficient number of revised
prospectuses and,  immediately  following receipt of such revised  prospectuses,
the Shareholder shall be free to resume making offers of the Warrant Shares.


     2. The  Shareholder  agrees,  at  its/his/her  sole  cost and  expense,  to
promptly  furnish to the  Company  any  information  that each of counsel to the
Shareholder  and/or counsel to the Company determines should be disclosed in the
Registration  Statement.  In addition, from time to time after the filing of the
Registration  Statement,  the Shareholder shall promptly advise the Company,  in
writing, of any material changes in any such information  (previously  furnished
to the Company  hereunder)  and any additional  information  that may be legally
required to ensure that the information contained in such Registration Statement
regarding the Shareholder is true and correct in all material  respects and does
not omit to state a fact necessary to make the statements  contained therein not
misleading.

     3. The Company agrees to indemnify, to the fullest extent permitted by law,
the Shareholder  and its officers,  directors and affiliates and each person who
controls  the  Shareholder  within  the  meaning  of the  Securities  Act or the
Securities  Exchange Act of 1934, as amended  (the"Exchange  Act"),  directly or

                                      -39-
<PAGE>

indirectly, against all losses, claims, damages, liabilities and expenses, joint
or  several,  that arise out of or are based  upon any untrue or alleged  untrue
statement of material fact contained in the Registration  Statement,  prospectus
or preliminary  prospectus,  or any amendment thereof or supplement  thereto, or
any  omission  or alleged  omission  of a material  fact  required  to be stated
therein or  necessary  to make the  statements  therein not  misleading,  except
insofar  as the same  arise  out of,  are  based  upon or are  contained  in any
information  furnished in writing to the Company by such  Shareholder  expressly
for use therein.

     4. In  connection  with any  Registration  Statement  in which the  Warrant
Shares  are  being  registered  and as may,  from  time to time,  reasonably  be
requested by the  Company,  the  Shareholder  shall  furnish to the Company,  in
writing,  such information and affidavits as the Company reasonably requests for
use  in  connection  with  any  such  Registration   Statement,   prospectus  or
preliminary  prospectus and/or to maintain the effectiveness thereof and, to the
extent  permitted by law,  the  Shareholder  shall  indemnify  the Company,  its
directors  and  officers  and each person who  controls  the Company  within the
meaning of the Securities Act or the Exchange Act,  against any losses,  claims,
damages,  liabilities and expenses,  joint or several,  that arise out of or are
based upon any untrue or alleged untrue  statement of material fact contained in
the  Registration  Statement,  prospectus  or  preliminary  prospectus,  or  any
amendment thereof or supplement  thereto, or any omission or alleged omission of
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein  not  misleading,  but only to the extent  that such  untrue
statement  or omission is  contained  in any such  information  or  affidavit so
furnished in writing to the Company by the Shareholder  expressly for use in the
Registration Statement.

     5. The  Shareholder  and the Company  each shall:  (i) give prompt  written
notice to the  indemnifying  party of any claim  with  respect to which it seeks
indemnification;  and  (ii)  unless,  in  such  indemnified  party's  reasonable
judgment,  a conflict of interest  between  such  indemnified  and  indemnifying
parties may exist with respect to such claim,  permit such indemnifying party to
assume the defense of such claim with  counsel  reasonably  satisfactory  to the
indemnified party. If such defense is assumed,  the indemnifying party shall not
be subject to any liability for any  settlement  made by the  indemnified  party
without its consent  (but such consent will not be  unreasonably  withheld).  An
indemnifying  party who is not entitled to, or elects not to, assume the defense
of a claim shall not be  obligated to pay the fees and expenses of more than one
counsel for all parties  indemnified by such indemnifying  party with respect to
such claim  unless,  in the  reasonable  judgment of any  indemnified  party,  a
conflict of interest may exist between such  indemnified  party and any other of
such  indemnified  parties  with  respect to such claim.  Failure to give prompt
written  notice shall not release the  indemnifying  party from its  obligations
hereunder.

     6. The indemnification  provided for in or pursuant to this Exhibit A shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf of the indemnified party or any officer,  director or controlling  person
of such indemnified party and shall survive the transfer of the Warrant Shares.

     7. If the indemnification  provided for in or pursuant to this Exhibit A is
due  in  accordance  with  the  terms  hereof,  but is  held  by a  court  to be
unavailable  or  unenforceable  in  respect  of  any  losses,  claims,  damages,
liabilities or expenses  referred to herein,  then each applicable  indemnifying

                                      -40-
<PAGE>

party, in lieu of indemnifying such indemnified  party,  shall contribute to the
amount  paid or payable by such  indemnified  party as a result of such  losses,
claims,  damages,  liabilities or expenses, in such proportion as is appropriate
to reflect the relative fault of the indemnifying party, on the one hand, and of
the  indemnified  party on the  other,  in  connection  with the  statements  or
omissions which result in such losses, claims, damages, liabilities or expenses,
as well as any other relevant  equitable  considerations.  The relative fault of
the  indemnifying  party, on the one hand, and of the indemnified  person on the
other,  shall be determined  by reference  to, among other  things,  whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying  party or by the indemnified  party,  and by such party's  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such statement or omission.

     8. With a view to making  available to the Shareholder the benefits of Rule
144 promulgated under the Securities Act and any other rule or regulation of the
SEC that may at any time permit the  Shareholder  to sell the Warrant  Shares to
the  public  without  registration,  for a period of not less than two (2) years
from the date  hereof,  the  Company  agrees to use its  reasonable,  good faith
efforts to: (1) make and keep available public  information,  as those terms are
understood and defined in Rule 144; (2) file with the SEC in a timely matter all
reports and other documents  required of the Company under the Exchange Act; and
(3) upon the request of the  Shareholder,  promptly deliver to the Shareholder a
written  statement  as to  whether it has  complied  with such  information  and
requirements.

     9. If  requested  by the  Shareholder,  within 5  business  days  after the
Company's  receipt of written  notice from the  Shareholder  of its intention to
effect a transfer of any of the Warrant Shares,  which notice shall describe the
manner and  circumstances  of the  proposed  transfer  and be  accompanied  by a
certificate or certificates  and/or an opinion of counsel reasonably  acceptable
to the General  Counsel of the Company and  customary  in  connection  with such
transfers  regarding  the  exemption  pursuant to which such Warrant  Shares are
being  transferred,  the  General  Counsel  of the  Company  shall  issue to the
Shareholder  and, if necessary to effect the transfer,  the  Company's  transfer
agent, an opinion which shall be reasonably satisfactory to the Shareholder that
the  proposed  transfer  may be effected  without  registration  of such Warrant
Shares under the Securities Act.






                                      -41-
<PAGE>


     PLEDGE AGREEMENT (the  "Agreement"),  dated as of the 23rd day of January ,
2002, made by EMERGING VISION , INC., a New York corporation having an office at
100 Quentin Roosevelt Boulevard, Garden City, New York 11530 (the "Pledgor"), to
and in favor of HORIZON INVESTORS CORP., a New York corporation ("Horizon"), and
Mr. Benito R. Fernandez (the "Guarantor" and, together with Horizon, hereinafter
collectively referred to as the "Pledgee"), both having an office at 2830 Pitkin
Avenue, Brooklyn, New York 11208.


                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the Pledgor,  simultaneously  herewith,  is obtaining a loan from
North Fork Bank,  Melville,  New York (the  "Bank"),  the  repayment of which is
secured,  in part, by a Guaranty made by the Guarantor in favor of the Bank (the
"Guaranty"); and

     WHEREAS,  the Pledgor and Horizon,  simultaneously  herewith,  are entering
into a certain  Loan  Agreement,  dated the date hereof (the "Loan  Agreement"),
pursuant to which Horizon is providing to the Pledgor a certain credit  facility
(the "Credit Facility") and, in connection therewith, has agreed to make certain
loans to the  Pledgor,  each of  which  loans  are to be  evidenced  by  certain
Negotiable  Promissory  Notes  (collectively,  the  "Notes"),  to be made by the
Pledgor in favor of Horizon (the indebtedness and obligations to be evidenced by
the Notes, together with: (i) any and all renewals,  extensions or substitutions
of the Notes; (ii) any and all other loans,  advances or extensions of credit of
every type,  kind or nature made by Pledgee to the Pledgor at any time,  whether
or not the same are evidenced by like promissory  notes or otherwise;  and (iii)
any and all costs and expenses  incurred by Pledgee to collect and enforce:  (x)
any  indebtedness  or  obligation  evidenced by the Notes or  otherwise  secured
hereby; (y) the provisons of this Agreement including,  without limitation,  all
sums to become payable by the Pledgor to the Pledgee  pursuant to the provisions
of Section 12 hereof; and/or (z) the provisions of the Loan Agreement including,
but not limited to, Section 8.1 thereof, being hereinafter collectively referred
to as the "Obligations"); and

     WHEREAS,  the Pledgor is the owner and holder of those  certain  Promissory
Notes more particularly described on Exhibit A annexed hereto (collectively, the
"Pledged Debt").

     NOW, THEREFORE, in consideration of the premises and in order to induce the
Pledgee to enter into the Loan  Agreement  and to make the loans to be evidenced
by the Notes, the Pledgor hereby agrees as follows:

     SECTION 1. Pledge. The Pledgor hereby pledges to the Pledgee, and grants to
the Pledgee a security interest in, the following (the "Pledged Collateral"):


                                    EXHIBIT D

                                      -42-
<PAGE>


     (i) the Pledged Debt and the  instruments  evidencing the Pledged Debt, and
all interest,  cash,  instruments and other property from time to time received,
receivable or otherwise  distributed  in respect of, or in exchange for, any and
all of the Pledged Debt; and

     (ii)  all  proceeds  of any and all of the  foregoing  (including,  without
limitation, proceeds that constitute property of the types described above).


     SECTION 2. Security for Obligations.  This Agreement secures the payment of
all  Obligations  of the  Pledgor  now or  hereafter  existing  in  favor of the
Pledgee.  Without  limiting the  generality  of the  foregoing,  this  Agreement
secures the payment of all amounts which  constitute part of the Obligations and
would be owed by the  Pledgor  to the  Pledgee  under the Notes  and/or the Loan
Agreement,  but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy,  reorganization or similar  proceeding  involving
the Pledgor.

     SECTION  3.  Delivery  of  Pledged  Collateral.  A copy of all  instruments
representing or evidencing the Pledged Collateral shall be delivered to and held
by or on behalf of the Pledgee pursuant hereto and shall be in suitable form for
transfer by delivery,  or shall be accompanied  by duly executed  instruments of
transfer  or  assignments  in  blank,  all  in  form  and  substance  reasonably
satisfactory to the Pledgee.

     SECTION 4.  Representations  and  Warranties.  The Pledgor  represents  and
warrants as follows:

     (a)  The  Pledgor  is  the  legal  and  beneficial  owner  of  the  Pledged
Collateral,  free and  clear of any  lien,  security  interest,  option or other
charge  or  encumbrance,  except  for  the  security  interest  created  by this
Agreement;

     (b) The pledge of the Pledged  Debt  pursuant to this  Agreement  creates a
valid and perfected  security interest in the Pledged  Collateral,  securing the
payment of the Obligations;

     (c) No  consent  of any other  person or entity,  and no  authorization  or
approval of, and no notice to, any governmental  authority or regulatory body is
required:  (i) for the pledge by the Pledgor of the Pledged Collateral  pursuant
to  this  Agreement  or for  the  execution,  delivery  or  performance  of this
Agreement by the Pledgor; (ii) for the perfection or maintenance of the security
interest  created  hereby ; or (iii) for the  exercise,  by the Pledgee,  of the
remedies in respect of the Pledged Collateral pursuant to this Agreement; and

     (d) The Pledgor has,  independently  and without  reliance upon the Pledgee
and based upon such documents and information as it has deemed appropriate, made
its own analysis and decision to enter into this Agreement.

                                      -43-

<PAGE>

     SECTION 5. Further  Assurances.  The Pledgor  agrees that,  at any time and
from time to time,  at the expense of the  Pledgor,  the Pledgor  will  promptly
execute and deliver all further instruments and documents,  and take all further
action that may be necessary or  desirable,  or that the Pledgee may  reasonably
request,  in order to perfect  and  protect  any  security  interest  granted or
purported to be granted  hereby or to enable the Pledgee to exercise and enforce
its/his rights and remedies hereunder with respect to any Pledged Collateral.

     SECTION 6. Principal and Interest.

     (a) So long as no default (after any required  notice and the expiration of
any  applicable  cure  and/or  grace  provision)  shall  have  occurred  and  be
continuing hereunder and/or under the Notes and/or under the Loan Agreement, the
Pledgor  shall be entitled to: (i) retain the  originally  executed copy of each
Promissory Note constituting Pledged Debt hereunder; and (ii) receive and retain
any and all  installments  of  principal  and  interest  paid in  respect of the
Pledged Debt.

     (b) Upon the occurrence and during the  continuance of a default (after any
required  notice  and  the  expiration  of  any  applicable  cure  and/or  grace
provision) under any of the Notes and/or the Loan Agreement:

     (i) The Pledgor shall deliver to the Pledgee the  originally  executed copy
of each Promissory Note constituting Pledged Debt;

     (ii) All rights of the  Pledgor  to  receive  the  interest  and  principal
payments which it would  otherwise be authorized to receive and retain  pursuant
to Section 6(a) hereof shall cease,  and all such rights shall thereupon  become
vested in the Pledgee which shall  thereupon  have the sole right to receive and
hold, as Pledged Collateral, such interest and principal payments; and

     (iii) All interest and principal payments which are received by the Pledgor
contrary to the  provisions of clause (i) of this Section 6(b) shall be received
in trust for the benefit of the Pledgee, shall be segregated from other funds of
the  Pledgor  and  shall  be  forthwith  paid  over to the  Pledgee  as  Pledged
Collateral in the same form as so received (with any necessary endorsement).

     SECTION 7. Transfers and Other Liens.  The Pledgor agrees that it will not:
(i) sell,  assign (by operation of law or otherwise) or otherwise dispose of, or
grant any option with respect to, any of the Pledged Collateral;  or (ii) create
or  permit  to exist  any lien,  security  interest,  option or other  charge or
encumbrance  upon or with respect to any of the Pledged  Collateral,  except for
the security interest granted by this Agreement.

     SECTION 8. Pledgee Appointed Attorney-in-Fact.  The Pledgor hereby appoints
the Pledgee as the Pledgor's attorney-in-fact,  with full authority in the place
and stead of the Pledgor and in the name of the Pledgor or otherwise,  from time

                                      -44-
<PAGE>

to time,  upon the occurrence and during the continuance of a default (after any
required  notice  and  the  expiration  of  any  applicable  cure  and/or  grace
provision)  under this  Agreement,  the Loan Agreement  and/or the Notes, in the
Pledgee's discretion, to take any action and to execute any instrument which the
Pledgee may deem  necessary  or  advisable  to  accomplish  the purposes of this
Agreement  (subject  to the  rights  of the  Pledgor  under  Section 6 hereof ),
including,  without limitation,  to receive, endorse and collect all instruments
made payable to the Pledgor  representing any interest and/or principal  payment
or other distribution in respect of the Pledged Collateral, or any part thereof,
and to give a full discharge for the same.

     SECTION 9.  Pledgee  May  Perform.  If the  Pledgor  fails to  perform  any
agreement  contained herein,  the Pledgee may itself/himself  perform,  or cause
performance  of, such  agreement,  and the  expenses of the Pledgee  incurred in
connection  therewith shall be payable by the Pledgor  pursuant to Section 12 of
this Agreement.

     SECTION  10. The  Pledgee's  Duties.  The powers  conferred  on the Pledgee
hereunder are solely to protect its interest in the Pledged Collateral and shall
not impose any duty upon it/him to exercise any such powers. Except for the safe
custody of any Pledged  Collateral in its/his  possession and the accounting for
moneys actually received by it/him hereunder,  the Pledgee shall have no duty as
to any Pledged  Collateral,  as to ascertaining or taking action with respect to
calls, conversions,  exchanges, maturities, tenders or other matters relative to
any  Pledged  Collateral,  whether or not the  Pledgee  has or is deemed to have
knowledge  of such  matters,  or as to the  taking  of any  necessary  steps  to
preserve rights against any parties or any other rights pertaining to any of the
Pledged  Collateral.  The Pledgee shall be deemed to have  exercised  reasonable
care in the  custody  and  preservation  of any  Pledged  Collateral  in its/his
possession if such Pledged Collateral is accorded treatment  substantially equal
to that which the Pledgee accords its own property.

     SECTION 11.  Remedies  upon  Default.  If any default  (after any  required
notice and the expiration of any applicable cure and or grace  provision)  shall
have occurred  hereunder and/or under any of the Notes and/or the Loan Agreement
and be continuing:

     (a) The Pledgee may  exercise,  in respect of the  Pledged  Collateral,  in
addition to any other rights  and/or  remedies  provided for herein or otherwise
available to it/him,  all of the rights  and/or  remedies of a secured  party on
default under the Uniform  Commercial Code in effect in the State of New York at
that time (the "Code")  (whether or not the Code applies to the affected Pledged
Collateral), and may also sell the Pledged Collateral or any part thereof in one
or more  parcels  at one or more  public  or  private  sales,  at any  exchange,
broker's  board or at any of the Pledgee's  offices or  elsewhere,  for cash, on
credit or for future  delivery,  all upon ten (10) days' prior written notice to
the  Pledgor,  and upon such other terms as the  Pledgee  may deem  commercially
reasonable.  The Pledgor  agrees  that,  to the extent a notice of sale shall be
required by law, at least ten days' prior  written  notice to the Pledgor of the
time and place of any public sale or the time after which any private sale is to
be made,  shall  constitute  reasonable  notification.  The Pledgee shall not be
obligated  to make any sale of Pledged  Collateral  regardless  of any notice of
sale having been given.  The Pledgee may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may,  without further  notice,  be made at the time and place to which it was so
adjourned.

                                      -45-
<PAGE>

     (b) Any  cash  held by the  Pledgee  as  Pledged  Collateral,  and all cash
proceeds  received by the Pledgee in respect of any sale of, collection from, or
other  realization upon all or any part of the Pledged  Collateral shall be held
by the Pledgee as  collateral  for,  and/or then or at any time  thereafter,  be
applied (after payment of any amounts payable to the Pledgee pursuant to Section
12 hereof) by the  Pledgee  against all or any part of the  Obligations  in such
order as the Pledgee shall elect. Any surplus of such cash or cash proceeds held
by the Pledgee and remaining  after  payment in full of all of the  Obligations,
shall be paid over to the Pledgor or to whomsoever  may be lawfully  entitled to
receive such surplus.

     SECTION 12. Expenses. The Pledgor will, upon demand, pay to the Pledgee the
amount of any and all reasonable  expenses,  including the  reasonable  fees and
expenses of its/his counsel and of any experts and agents, which the Pledgee may
incur in connection with: (i) the  preservation  of, or the sale of,  collection
from,  or  other  realization  upon,  any of the  Pledged  Collateral;  (ii) the
exercise or enforcement of any of the rights of the Pledgee hereunder;  or (iii)
the failure by the Pledgor to perform or observe any of the provisions hereof.

     SECTION 13.  Amendments,  Etc. No amendment  or waiver of any  provision of
this Agreement, and no consent to any departure by the Pledgor herefrom,  shall,
in any event, be effective unless the same shall be in writing and signed by the
Pledgee, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

     SECTION 14. Conflicts.  Notwithstanding  anything to the contrary contained
herein, it is expressly understood and agreed that in the event any of the terms
and/or   provisions  of  this  Pledge   Agreement  shall  conflict  with  or  be
inconsistent with any of the terms and/or provisions of the Loan Agreement,  the
terms and provisions of the Loan Agreement shall control.

     SECTION 15. Notices, Etc. All notices and other communications provided for
hereunder  shall be in writing and mailed (via  certified  mail,  return receipt
requested) or personally delivered (including  deliveries by express,  overnight
courier  service),  if to the Pledgor,  at its address at 100 Quentin  Roosevelt
Boulevard,  Garden City, New York 11530,  Attn:  General Counsel,  and if to the
Pledgee,  at its/his  address at 2830 Pitkin Avenue,  Brooklyn,  New York 11208,
Attn: Mr. Ben Fernandez, or, as to each party, at such other address as shall be
designated  by such  party in a  written  notice to the  other  party.  All such
notices and  communications  shall:  (i) when mailed,  be effective on the third
business day after deposited in the mails, addressed as aforesaid;  or (ii) when
personally delivered, be effective on delivery.

                                      -46-
<PAGE>

     SECTION 16.  Continuing  Security  Interest;  Assignments under Notes. This
Agreement shall create a continuing  security interest in the Pledged Collateral
and  shall:  (i)  remain in full  force and  effect  until  the  payment  and/or
performance,  in full, of the  Obligations  and all other amounts  payable under
this Agreement and/or the Notes and/or the Loan Agreement;  (ii) be binding upon
the  Pledgor,  its  permitted  successors  and  assigns;  and (iii) inure to the
benefit of, and be enforceable by, the Pledgee, and their respective successors,
transferees  and/or  assigns.  Without  limiting the generality of the foregoing
clause (iii), the Pledgee may assign or otherwise transfer all or any portion of
its/his  rights and  obligations  under this  Agreement  and/or the Notes to any
other person or entity,  and such other person or entity shall thereupon  become
vested  with all of the  benefits  (in respect  thereof)  granted to the Pledgee
herein.  Upon the payment,  in full,  of the  Obligations  and all other amounts
payable under this  Agreement  and/or the Notes and/or the Loan  Agreement,  the
security  interest  granted hereby shall terminate and all rights to the Pledged
Collateral shall revert to the Pledgor.  Upon any such termination,  the Pledgee
will,  at the  Pledgor's  expense,  return to the  Pledgor  such of the  Pledged
Collateral  as shall not have been sold or  otherwise  applied  pursuant  to the
terms  hereof and  execute  and deliver to the  Pledgor  such  documents  as the
Pledgor shall reasonably request to evidence such termination.

     SECTION 17. Governing Law; Terms.  This Agreement shall be governed by, and
construed  and enforced in accordance  with,  the laws of the State of New York,
except as required by mandatory  provisions of law and except to the extent that
the validity or  perfection  of the  security  interest  hereunder,  or remedies
hereunder, in respect of any particular Pledged Collateral,  are governed by the
laws of a  jurisdiction  other  than the  State of New  York.  Unless  otherwise
defined  herein,  terms  defined  in  Article  9 of the Code are used  herein as
therein  defined.  The Pledgor  hereby waives trial by jury in any action and/or
proceeding commenced by the Pledgee hereunder.

     IN WITNESS  WHEREOF,  the  Pledgor  has caused  this  Agreement  to be duly
executed and delivered as of the date first above written.


                                                EMERGING VISION, INC.



                                                By:___________________________
                                                   Robert Hillman, President


                                      -47-
<PAGE>


STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NASSAU    )


     On the 21st day of January,  2002,  before me, the undersigned,  personally
appeared Robert Hillman,  personally known to me or proved to me on the basis of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the instrument,  the individual,  or the
person upon behalf of which the individual acted, executed the instrument.



                                           ------------------------------
                                             Notary Public
















                                      -48-
<PAGE>

                        CONFIDENTIAL DISCLOSURE AGREEMENT

     THIS  AGREEMENT,  entered into as of the 23rd day of January,  2002, by and
between  EMERGING  VISION,  INC.,  a New York  corporation  with  offices at 100
Quentin Roosevelt Boulevard,  Garden City, New York 11530 ("EMERGING"),  and MR.
BENITO R. FERNANDEZ, an individual having an office c/o Horizon Investors Corp.,
2830  Pitkin  Avenue,  Brooklyn,  New York 11208 (the  "RECIPIENT"):  (i) as the
Guarantor   of   certain  of  the   obligations   of   EMERGING;   and  (ii)  as
agent/representative  for HORIZON INVESTORS CORP., a New York corporation having
an office at 2830 Pitkin Avenue, Brooklyn, New York 11208 ("HORIZON").

                              W I T N E S S E T H:

     WHEREAS,  EMERGING desires to disclose to RECIPIENT and/or afford RECIPIENT
with  access  to  certain  of  EMERGING'S,   non-public,   business  information
(collectively,  "Confidential Information") which is confidential or proprietary
in nature; and

     WHEREAS,  the purpose of such  disclosures of (and/or  providing access to)
the  Confidential  Information  is to afford  HORIZON  the right to monitor  the
financial and/or business  activities of EMERGING,  all as required  pursuant to
the terms of that  certain  Loan  Agreement,  dated  January 23,  2002,  between
EMERGING and HORIZON (the "Loan Agreement"); and

     WHEREAS,  RECIPIENT  agrees to receive the  Confidential  Information  from
EMERGING solely for the purposes described above, under the terms and conditions
contained herein.

     NOW, THEREFORE,  in mutual  consideration of the covenants and premises set
forth herein, the parties hereto do hereby agree as follows:

     1.  RECIPIENT  agrees  not to  hereafter  disclose  to  third  parties,  to
hereafter safeguard and keep the Confidential Information  confidential,  and to
use the  Confidential  Information  solely for the  purposes  described  herein,
except as  otherwise  set forth in  Paragraph 6 hereof  and/or as  EMERGING  may
otherwise agree in writing.

     2. RECIPIENT agrees to segregate all such Confidential Information from the
confidential information of others in order to prevent commingling.


                                   EXHIBIT E

                                      -49-
<PAGE>



     3. RECIPIENT hereby  acknowledges  that he will receive (or be given access
to) the  Confidential  Information  pursuant to the terms of this  Agreement and
shall,  except as  otherwise  expressly  provided  for herein,  not disclose the
Confidential  Information  to anyone  other  than those of  Horizon's  officers,
directors, employees, agents and/or attorneys with a need to know the same, each
of whom shall be required to execute and  deliver to  RECIPIENT  an  appropriate
written agreement  sufficient to require him/her to comply with all of the terms
and provisions hereof.

     4.  RECIPIENT  shall  treat the  Confidential  Information  as  secret  and
confidential and shall not use the Confidential Information except in accordance
with this Agreement.  RECIPIENT shall safeguard the secrecy and  confidentiality
of the  Confidential  Information  by using the utmost degree of care.  However,
RECIPIENT will not be required to keep confidential any Confidential Information
which is in the public domain.

     5. It is  understood  that by  disclosing  and/or  making the  Confidential
Information available to RECIPIENT, EMERGING does not grant any express, implied
or other license or right, to RECIPIENT,  to use such Confidential  Information,
other  than  as  directed  by  EMERGING  and/or  for  the  purposes  hereinabove
described.

     6. Unless and until an Event of Default shall occur under (and as said term
is defined in) the Loan  Agreement,  RECIPIENT  shall not copy or reproduce  any
portion of the  Confidential  Information  without the prior written approval of
EMERGING; provided, however, that it is specifically understood and agreed that,
from and after (and  during the  continuance  of) an Event of Default  under the
Loan Agreement,  RECIPIENT  and/or HORIZON may copy and/or  reproduce and/or use
any  such   Confidential   Information  in  connection  with  HORIZON'S   and/or
RECIPIENT'S  enforcement  of  its/his  rights  and/or  remedies  under  the Loan
Agreement  and/or  the Pledge  Agreement  executed  by  EMERGING  in  connection
therewith. RECIPIENT shall immediately return all copies and/or summaries of the
Confidential Information (in his possession) to EMERGING, and/or delete the same
from his data bases,  upon EMERGING'S  satisfaction  and discharge of all of its
Obligations under (and as said term is defined in) the Loan Agreement.

     7. In the event RECIPIENT  breaches his  obligations  under this Agreement,
RECIPIENT  acknowledges  that  EMERGING  shall  suffer  irreparable  damage  and
RECIPIENT  therefore  agrees  that  EMERGING  shall  have the  right to seek and
obtain,  without any interference from RECIPIENT,  a temporary restraining order
and/or preliminary  injunction against RECIPIENT,  enjoining further breaches of
this Agreement by RECIPIENT.  Further,  RECIPIENT hereby agrees to indemnify and
hold EMERGING harmless, in the event RECIPIENT breaches this Agreement,  for any
and all damages,  including reasonable attorneys' fees, sustained or incurred by
EMERGING as a result of RECIPIENT'S breach of this Agreement.

     8. This Agreement  shall be governed by, and construed in accordance  with,
the laws of the State of New York without regard to its conflict-of-laws rules.


                                      -50-
<PAGE>

     9. This Agreement represents the entire  understanding  between the parties
hereto with respect to the Confidential  Information;  and no waiver, alteration
or modification of any of the provisions  hereof shall be binding on the parties
hereto unless in writing and signed by a duly authorized representatives of each
such party.  This Agreement shall be binding on the parties hereto,  and each of
their respective successors and/or assigns.

     IN  WITNESS   WHEREOF,   the  parties  have,   by  their  duly   authorized
representative, executed this Agreement as of the date first set forth above.


                                              EMERGING VISION, INC.


                                              By:
                                                 -------------------------
                                                 Robert Hillman, President


                                              RECIPIENT


                                              By: ______________________
                                                  BENITO R. FERNANDEZ










                                      -51-
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{"company-data": {"conformed-name": "EMERGING VISION INC", "cik": "0001002554", "assigned-sic": "5990", "irs-number": "113096941", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14128", "film-number": "02526124"}, "business-address": {"street1": "100 QUENTIN ROOSEVELT BLVD", "street2": "SUITE 508", "city": "GARDEN CITY", "state": "NY", "zip": "11530", "phone": "6462233600"}, "mail-address": {"street1": "100 QUENTIN ROOSEVELT BLVD", "street2": "SUITE 508", "city": "GARDEN CITY", "state": "NY", "zip": "10018"}, "former-company": {"former-conformed-name": "STERLING VISION INC", "date-changed": "19951020"}}
====================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 8-K

                                 CURRENT REPORT,
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (Date of earliest event reported): January 23, 2002

                              EMERGING VISION, INC.
               (exact Name of Registrant as Specified in Charter)

         New York                    1-14128                    11-3096941
      -------------                -----------                 ------------
(State or Other Jurisdiction  (Commission File Number)       (I.R.S. Employer
 of Incorporation                                            Identification No.)

                         100 Quentin Roosevelt Boulevard
                          Garden City, New York 11530
                       ---------------------------------
                    (Address of Principal Executive Offices)

                                 (516) 390-2100
              (Registrant's Telephone Number, including Area Code)

                             1500 Hempstead Turnpike
                           East Meadow, New York 11554
                  -------------------------------------------
                 (Former Address of Principal Executive Offices)

      ====================================================================

                                      -1-
Item 5. Other Events

     1. On January 23, 2002, the Registrant executed and delivered to North Fork
Bank,  Melville,  New York,  its Secured Term Note,  in the  original  principal
amount of  $1,000,000  (a copy of which is  annexed  hereto as  Exhibit  10.119)
evidencing the  Registrant's  obligation to repay,  to the Bank, a term loan, in
the principal amount of $1,000,000, a portion of the proceeds of which were used
to: (i) pay to Broadway  Partners,  a New York general  partnership  principally
owned and/or controlled by Drs. Robert and Alan Cohen, directors of the Company,
the sum of  $300,000  plus  accrued  interest,  in the amount of  $2,231.54,  in
repayment of a loan made by Broadway Partners, to the Registrant, on December 6,
2001;  and  (ii)  pay  to  Horizon  Investors  Corp.  ("Horizon"),  a  New  York
corporation  principally owned and controlled by Benito R. Fernandez, a director
of the Company,  the sum of $450,000,  plus accrued  interest,  in the aggregate
amount of $2,796.63, in repayment of two loans made by Horizon to the Company on
December 3, 2001 and December 20, 2001, in the amounts of $150,000 and $300,000,
respectively.

     2. On January 23, 2002,  Horizon and the Registrant  entered into a certain
Loan Agreement (a copy of which is annexed hereto as Exhibit  10.120),  pursuant
to which:  (i) Horizon agreed to make  available,  to the  Registrant,  a Credit
Facility,  in the  maximum  amount of  $1,000,000,  secured by a pledge,  by the
Registrant, of certain of the Registrant's notes receivable; and (ii) in partial
consideration  of making such Credit Facility  available to the Registrant,  the
Registrant and Horizon entered into a Warrant  Certificate and Agreement (a copy
of which is  annexed  to such  Loan  Agreement  as  Exhibit  C)  evidencing  the
Registrant's  grant,  to Horizon,  of  Warrants,  each having a term of five (5)
years, to purchase up to 2,500,000 shares of the Registrant's Common Stock, each
at an  exercise  price of $.01 per  share,  the  vesting  of a portion  of which
Warrants (750,000) is subject to certain conditions precedent.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

Exhibit No.       Document.
----------        ---------

10.119            Form of Term Note, dated January 23, 2002, executed by the
                  Registrant in favor of North Fork Bank.

10.120            Form of Loan Agreement and Exhibits, dated January 23, 2002,
                  between the Registrant and Horizon Investors Corp.

                                      -2-
SIGNATURE

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                              EMERGING VISION, INC.

                                              By: /s/ Christopher G. Payan
                                                  ---------------------------
                                              Name:  Christopher G. Payan
                                              Title: Chief Financial Officer,
                                                     Treasurer and Secretary

Date:    February 4, 2002

                                      -3-
EXHIBIT NO. 10.119

                                             For Bank use only

                                             Received by: ______________________
                                             Approved by: ______________________
                                             Other: ____________________________

                                 NORTH FORK BANK
                                SECURED TERM NOTE

BORROWER:         EMERGING VISION, INC.

PRINCIPAL:        $1,000,000                           Date:  January 23, 2002

     PROMISE TO PAY: The undersigned (the "Borrower") does hereby promise to pay
to the order of NORTH FORK BANK (the  "Bank") at its offices at 275 Broad Hollow
Road, Melville,  New York 11747, or at any of its other branches, the sum of One
Million ($1,000,000) DOLLARS plus interest thereon, from the date hereof, in the
manner set forth below.

     RATE AND PAYMENT:  The unpaid principal  balance hereof shall bear interest
at the Effective  Interest Rate as  hereinafter  defined,  payable  monthly,  in
arrears,  on the first day of each month. In addition to the foregoing  payments
of  interest,  the  Borrower  shall  pay to the  Bank  twenty-three  (23)  equal
consecutive  monthly  payments of principal,  commencing on March 1, 2002 and on
the first day of each month thereafter, each in the amount of Forty-One Thousand
Six Hundred  Sixty-Six and 67/100  ($41,666.67)  Dollars,  together with a final
payment of all  outstanding  principal,  interest and related charges due to the
Bank hereunder on February 1, 2004, on which date this Note shall mature.

     The "Effective  Interest Rate" as utilized  herein shall be that rate equal
to 300 basis  points in excess of that rate of  interest  being paid by the Bank
with respect to the  Certificate of Deposit (the "CD") to be pledged to the Bank
as collateral for this Note and as hereinafter referenced. The current Effective
Interest  Rate is four and  95/100  (4.95%)  percent  per  annum,  said  rate to
continue  until  such  time as the CD shall  mature  or be  terminated,  and the
Effective  Interest  Rate to  thereafter  be  calculated  utilizing  the rate of
interest paid by the Bank with respect to any replacement or replacements to the
CD.  The  Effective  Interest  Rate  shall  change on each  date upon  which the
interest  rate  applicable  to the CD shall change  (each a "Rate Change  Date")
provided,  however,  that the  Effective  Interest  Rate shall not exceed a rate
equal to one (1%)  percent in excess of the Bank's  Prime Rate in effect on each
Rate Change Date.

     "Prime Rate" as referred to herein is that rate of interest  determined  or
announced  by the Bank as its Prime Rate from time to time in effect.  The Prime
Rate is not necessarily the lowest rate of interest charged by the Bank on loans
or  other  credit  relationships.  Interest  for all  loan  facilities  shall be
calculated  on the basis of a 360 day year for the actual number of days elapsed
and shall accrue until receipt of payment by the Bank.

     All  payments  due under the Note shall be made by  automatic  debit from a
non-interest  bearing  account to be established  and maintained by the Borrower
for such  purpose  at the Bank in which the  Borrower  shall  maintain  balances
sufficient  to pay each monthly  payment due to the Bank under this Note. In the
event that the money  maintained in such account is insufficient for any payment
due under this Note,  the Bank may charge any account of the Borrower,  with the
Bank, for any payment due to the Bank under this Note.

                                      -4-
Interest  shall be  calculated  on a 360 day year and actual number of days
elapsed and shall accrue until receipt of payment by the Bank.

     The Bank may charge  any  account  of the  Borrower  (with the Bank) or any
Guarantor of the Borrower's  obligations under this Note, for any payment due to
the Bank hereunder.

     PREPAYMENT:  Prepayment in whole or in part may be made at any time without
premium or penalty.

     DEFAULT  INTEREST RATE: The unpaid  principal sum due under this Note shall
bear  interest at a rate equal to the highest rate of interest  permitted  under
applicable New York or Federal Law after the Bank's  acceleration of all amounts
due  hereunder  as a  result  of the  occurrence  of any  Event of  Default  (as
hereinafter  defined) and until the entire  principal  sum hereof has been fully
paid,  both  before  and after the entry of any  judgment  with  respect to such
event.

     RIGHT OF  OFFSET:  If any  payment  is not made on time,  or if the  entire
balance  becomes due and payable and is not paid,  all or part of the amount due
may be offset out of any account or other property which the Borrower has at the
Bank or any affiliate of the Bank without prior notice or demand.

     LATE  CHARGES:  The Borrower  will pay a charge of four (4%) percent of the
amount of any  payment  which is not made  within  ten (10) days  after the same
becomes due, or, if applicable,  which cannot be debited from its account due to
an insufficient balance on the due date or within ten (10) days thereafter.

     SECURITY: This Note is secured by:

     (1) a  security  interest  in and  assignment  and  pledge  of all  monies,
deposits,  or  other  sums now or  hereafter  held by the  Bank on  deposit,  in
safekeeping,  transit or otherwise, at any time credited by or due from the Bank
to the Borrower, or in which the Borrower shall have an interest;

     (2) a Guaranty of All Liability (the  "Guaranty")  from Benito R. Fernandez
(the "Guarantor");

     (3) a pledge to the Bank by the Guarantor of the CD (current number 919 002
0637) in the principal  amount of $1,000,000  (the  "Collateral")  pursuant to a
Pledge Agreement dated of even date herewith (the "Pledge Agreement").

     DEFAULT:  The Bank may declare the entire  unpaid  balance of this Note due
and payable on the happening of any of the  following  events (each an "Event of
Default):

     (a) Failure to pay any amount  required by this Note when due, or any other
obligation owed to the Bank by the Borrower, or, if applicable,  failure to have
sufficient funds in its account for loan payments to be debited on the due date,
and such failure  continues  for a period in excess of three (3)  business  days
after the Borrower's receipt of written notification thereof from the Bank;

     (b)  Failure  to perform or keep or abide by any other  term,  covenant  or
condition  contained in this Note, or any other document or instrument  given to
the Bank by the  Borrower in  connection  with this or any other loan,  and such
failure  continues for a period in excess of ten (10) days after the  Borrower's
receipt of written notification thereof from the Bank;

     (c) The filing of a voluntary bankruptcy proceeding by the Borrower, or the
filing of a bankruptcy proceeding against the Borrower that is not discharged or
vacated within thirty (30) days thereafter,  or the Borrower making of a general
assignment  for the benefit of  creditors,  or the  issuance  of any  execution,
garnishment,  or levy  against a  material  portion of the  Borrower's  property
and/or assets that is not discharged within thirty (30) days thereafter,  or the
commencement  of any proceeding for relief from  indebtedness  by or against the
Borrower which, in the case of any such proceeding against the Borrower,  is not
vacated within thirty (30) days thereafter;

     (d) If any material written representation or statement made to the Bank by
the Borrower is untrue in any material respect;

                                      -5-
(e) If any material  written  representation,  covenant or warranty made to
the Bank by the Borrower is breached and such breach shall continue for a period
in excess of ten (10) days after the Borrower's receipt of written  notification
thereof from the Bank;

     (f) The  issuance of a judgment,  order or award from any court or tribunal
determining  and/or  providing that the  Collateral  pledged to the Bank, by the
Guarantor, is unavailable to the Bank as collateral for the Loan; and/or

     (g) The Borrower's failure to provide any reasonable financial  information
within a  reasonable  period of time after the  Borrower's  receipt of a written
request  therefore,  or the failure of the Borrower to permit the examination of
the Borrower's  books and records  within a reasonable  period of time after the
Borrower's receipt of a written request therefore.

     Notwithstanding  the  foregoing,  the  balance  of this Note  shall  become
immediately  due and payable upon the  occurrence of any of the events set forth
in (c) above.

     Any  requirement  of or for  written  notice to the  Borrower  as set forth
herein may be satisfied by the  forwarding of such written  notice from the Bank
to the Borrower by facsimile  transmission  to the  attention of the  Borrower's
General Counsel with a copy to the Borrower's Chief Financial Officer. A receipt
indicating such transmission shall be conclusive  evidence that the Borrower has
received such notice as of the date thereof.

     ATTORNEYS  FEES:  In the event the Bank  retains  counsel  with  respect to
enforcement of this Note or any other  document or instrument  given to the Bank
by the Borrower, the Borrower agrees to pay the Bank's reasonable attorneys fees
(whether  or not an  action  is  commenced  and  whether  or not in the court of
original jurisdiction, appellate court, bankruptcy court, or otherwise).

     MISCELLANEOUS:  Delay or failure of the Bank to exercise  any of its rights
under this Note shall not be deemed a waiver thereof. No waiver of any condition
or requirement shall operate as a waiver of any other or subsequent condition or
requirement.  The Bank or any other holder of this Note does not have to present
it before  requiring  payment.  The Borrower waives trial by jury,  offset,  and
counterclaim with respect to any action arising out of or relating to this Note.
This Note may not be modified or terminated orally.  This Note shall be governed
by the laws of the State of New York  without  regard to its  conflicts  of laws
rules.  The Borrower  irrevocably  consents to the jurisdiction and venue of the
New York State Supreme Court, Suffolk County in any action concerning this Note.
This Note is binding upon the Borrower, its successors and assigns.

     The  Borrower   expressly  warrants  and  represents  that  no  statements,
agreements or  representations,  whether oral or written,  have been made by the
Bank,  or by any  employee,  agent or  broker of the Bank  with  respect  to the
obligation  or debt  evidenced  by this Note.  The  Borrower  further  expressly
warrants and represents that (a) no oral commitment has been made by the Bank to
extend or  continue  any  credit to the  Borrower  or any  party  other  than as
expressly  stated  herein or in those certain  documents  executed in connection
herewith,  (b) no representation or agreement has been made by or with the Bank,
or any employee,  agent or broker of the Bank, to forebear or refrain in any way
from exercising any right or remedy in its favor  hereunder or otherwise  unless
expressly  set forth  herein,  and (c) the Borrower has not and will not rely on
any  commitment  to extend or  continue  any  credit,  nor on any  agreement  to
forebear or refrain from exercising rights or remedies unless such commitment or
agreement shall be in writing and duly executed by an authorized  officer of the
Bank.

     IN WITNESS  WHEREOF,  the  Borrower  has  signed  this Note the 23rd day of
January, 2002.

                                               EMERGING VISION, INC.

                                      By:      _________________________
                                               Christopher G. Payan, CFO

                                      -6-
STATE OF NEW YORK )
                  )  ss.:
COUNTY OF SUFFOLK )

     On the 23rd day of January,  in the year 2002  before me, the  undersigned,
personally appeared  Christopher G. Payan personally known to me or proved to me
on the  basis  of  satisfactory  evidence  to be the  individual  whose  name is
subscribed to the within  instrument and acknowledged to me that he executed the
same  in his  capacity,  and  that  by his  signature  on  the  instrument,  the
individual or the person on behalf of which the individual  acted,  executed the
instrument.

                                           ____________________________
                                                   Notary Public

                                      -7-
EXHIBIT NO. 10.120

                                 LOAN AGREEMENT

     This Loan Agreement  ("Agreement")  is made and entered into as of the 23rd
day of January,  2002, by and between  Emerging  Vision,  Inc.  (f/k/a  Sterling
Vision,  Inc.), a New York corporation (the  "Borrower"),  and Horizon Investors
Corp., a New York corporation (the "Lender").

                                    Recitals

     A. The  Borrower  is the  Franchisor  of  retail  optical  stores  that are
operated by  franchisees  licensed by the Borrower (each such  franchisee  being
referred to herein as a "Franchisee").

     B. The  Borrower  is the  owner  and  holder  of those  certain  negotiable
promissory notes more  particularly  described on Exhibit A annexed hereto (such
franchisee  notes: (i) together with any additional  franchisee notes pledged to
the Lender  pursuant  to  Section  1.8  hereof;  (ii) less and  excepting  those
franchisee  notes returned to the Borrower  pursuant to Section 1.8 hereof;  and
(iii) as the same may be  substituted  by the  Borrower  pursuant to Section 2.3
hereof, being hereinafter collectively referred to as the "Franchisee Notes").

     C.  Each  Franchisee  Note  represents  and  evidences   obligations  of  a
Franchisee to the Borrower (and/or one or more of its wholly owned subsidiaries)
that arose out of the Borrower's franchise relationship with such Franchisee.

     D. The Borrower has requested that the Lender  provide,  and the Lender has
agreed to provide, a credit facility to the Borrower on the terms and subject to
the conditions set forth in this Agreement.

     E. The  Franchisee  Notes have not, as of the date  hereof,  been  pledged,
hypothecated or  collateralized  and, until all of the Obligations (as said term
is hereinafter  defined)  shall be paid,  satisfied  and/or  discharged in full,
shall not further be pledged, hypothecated or collateralized by the Borrower.

     F. Simultaneously herewith, the Borrower is borrowing from North Fork Bank,
Melville,  New  York  (the  "Bank")  the  additional  sum  of  $1,000,000,  (the
"Additional  Loan"),  the  repayment of which is being:  (i)  guaranteed  by the
Lender and/or Mr. Benito R. Fernandez,  as a principal shareholder of the Lender
(the  "Guarantor");  (ii) secured by the Lender's  posting,  with the Bank, of a
certificate of deposit, in the amount of $1,000,000.

     G.  Simultaneously  herewith,  the  Borrower  is repaying to the Lender all
amounts presently due the Lender under: (i) the Borrower's Negotiable Promissory
Note in favor of the Lender,  dated December 3, 2001, in the original  principal
amount of $150,000;  and (ii) the Borrower's Negotiable Promissory Note in favor
of the Lender,  dated  December 20, 2001,  in the original  principal  amount of
$300,000.

                                      -8-
I. Credit Facility

     1.1  Amount of Credit  Facility.  Subject to the terms and  conditions  set
forth in this  Agreement,  the Lender  shall make  available  to the  Borrower a
credit facility (the "Credit Facility") in an aggregate, principal amount up to,
but not in  excess  of,  One  Million  ($1,000,000)  Dollars.  The  funds  to be
disbursed  by  Lender  to the  Borrower  pursuant  to this  Agreement  shall  be
disbursed,  from time to time, in one or more advances  (each such advance being
referred to herein as an "Advance").

     1.2 Initial  Advance.  An initial Advance (the "Initial  Advance"),  in the
amount  of  Three  Hundred  Thousand  ($300,000)  Dollars,  shall be made at the
Closing (as that term is hereinafter defined),  by check of the Lender,  subject
to collection.  The Initial Advance shall be repaid in twenty-four  (24) monthly
installments  of principal,  each in the amount of Twelve  Thousand Five Hundred
($12,500)  Dollars,  commencing  one (1)  month  after  the date of the  Initial
Advance,  together with  interest  thereon at a rate per annum equal to one (1%)
percent  above the prime rate of interest  announced,  by North Fork Bank,  from
time to time  until such  Initial  Advance  shall have been  repaid in full (the
"Interest Rate").

     1.3  Additional  Advances.  Provided  no Event of Default  (as said term is
hereinafter defined) shall have then occurred and be continuing  hereunder,  and
further provided that the Collateral Ratio (as said term is hereinafter defined)
is then  sufficient to support any such  Additional  Advance,  the Lender shall,
from time to time promptly after its receipt of written  request  therefore from
the Borrower, be required to make additional Advances to the Borrower (each such
additional Advance being referred to herein as an "Additional Advance"),  all in
accordance with the provisions of this Agreement.  Each Additional Advance shall
be: (i) in the minimum  amount of  $150,000;  and (ii)  repaid in equal  monthly
installments  of  principal,  commencing  one (1)  month  after the date of such
Additional Advance, each in an amount necessary to amortize the entire amount of
each such  Additional  Advance on or prior to January 22,  2004,  together  with
interest thereon at the Interest Rate, it being specifically understood that the
term of the loans to be made hereunder  shall be no more than  twenty-four  (24)
months from the date of this Agreement.

     1.4 Notes.  Each Advance and the  Borrower's  obligation to repay the funds
advanced   pursuant   thereto  shall  be  evidenced  by  a  promissory  note  in
substantially  the form of Exhibit B attached  hereto (each such promissory note
being referred to herein as a "Note" and,  collectively,  as the "Notes").  Each
Note shall: (i) be dated as of the date of the Advance; (ii) be in the principal
amount of the Advance; (iii) bear interest at the Interest Rate; (iv) be payable
to the order of the Lender;  and (v) be payable in accordance  with the terms of
this Agreement and the form of Note attached hereto as Exhibit B.

     1.5  Prepayment.  Advances may be prepaid in whole or in part, at any time,
without penalty or premium,  provided that, at the time of any such  prepayment,
all amounts then due the Lender hereunder and/or under the Notes (including, but
not limited to, late fees,  past due interest,  attorneys' fees and the like, if
any) have been paid in full.

     1.6 Warrants. In partial  consideration of the Lender making available,  to
the Borrower,  the Credit Facility  described  herein,  as well as: (i) posting,

                                      -9-
with the Bank, a $1 million  certificate of deposit, as partial security for the
Bank's  loan to the  Borrower;  and (ii)  causing  Mr.  Benito R.  Fernandez  to
personally guaranty the repayment of such loan from the Bank, the Borrower,  the
Borrower, simultaneously with the Closing, shall grant to the Lender warrants to
purchase up to 2,500,000 shares of the Borrower's Common Stock, all pursuant to,
and in accordance with, the terms and provisions of the Warrant  Certificate and
Agreement annexed hereto as Exhibit C.

     1.7 Collateral. To secure the prompt payment and performance of any and all
indebtedness,  liabilities  and  obligations of the Borrower to the Lender under
this  Agreement,  the Notes  and/or the  Pledge  Agreement  referred  to herein,
whether now  existing or hereafter  incurred,  including  any and all  renewals,
modifications and extensions  thereof  (collectively,  the  "Obligations"),  the
Borrower  shall,  simultaneously  with the  Closing,  execute and deliver to the
Lender and Guarantor a Pledge  Agreement (the "Pledge  Agreement"),  in the form
annexed hereto as Exhibit D, pursuant to which the Borrower grants to the Lender
and Guarantor a continuing first security interest in: (i) all of the Franchisee
Notes,  including all extensions,  renewals and substitutions  thereof,  and all
monies now or hereafter payable  thereunder;  (ii) all rights of the Borrower of
every kind,  character and description with respect to the Franchisee Notes; and
(iii) all proceeds of all the foregoing (collectively, the "Collateral").

     1.8 Collateral Ratio. As used herein, the term, Collateral Ratio, shall, at
any given time,  mean the ratio of: (i) the  principal  balance of all remaining
principal  payments then due under each of those  Franchisee Notes which are not
then  more than  ninety  (90)  days  past  due;  to (ii) the sum of One  Million
($1,000,000)  Dollars plus the principal  amount, if any, then outstanding under
the Borrower's  Additional Loan from the Bank. In the event the Collateral Ratio
shall,  at any time:  (i) be less than 1.75 to 1.0,  the  Borrower  shall either
pledge and assign to the Lender and Guarantor  additional  franchisee notes then
not more than ninety (90) days  delinquent  (all pursuant to a pledge  agreement
similar in form to the Pledge  Agreement)  or make a partial  prepayment  on the
Notes, so as to cause the Collateral  Ratio to satisfy the  requirements of this
Section  1.8;  or (ii) be greater  than 1.75 to 1.0,  the Lender and  Guarantor,
promptly after receipt of written  request  therefore  from the Borrower,  shall
return to the Borrower any such Franchisee Notes requested,  by the Borrower, in
any such written request.

     1.9 Facility Fee. As additional consideration to the Lender in providing to
the  Borrower  the  Credit  Facility   described  herein,   the  Borrower  shall
additionally pay to the Lender, from time to time during the term of such Credit
Facility,  a facility  fee (the  "Facility  Fee") equal to two (2%)  percent per
annum of the average daily principal balance of such portion of the total Credit
Facility  ($1,000,000.00) not then subject to Advances hereunder,  such Facility
Fee to be: (x)  determined by Borrower as of the expiration of each month during
the term of the Credit Facility  (commencing February 22, 2002); and (y) paid by
the Borrower to the Lender within three (3) business days thereafter.

     1.10 Interest Rate  Differential Fee. In consideration of the Lender and/or
Guarantor guaranteeing the Borrower's repayment,  to the Bank, of the Additional
Loan and, in connection  therewith,  posting,  with the Bank, a  certificate  of
deposit  securing the same, the Borrower shall  additionally  pay to the Lender,
from  time to time  until  such  Additional  Loan has been  repaid  in full,  an

                                      -10-
interest rate differential fee (the "Interest Rate  Differential  Fee") equal to
the difference between the interest actually charged to the Borrower,  from time
to time,  under the Bank's  Additional  Loan to the  Borrower,  and the interest
which the Borrower  would have  otherwise  been  required to pay to the Bank had
such  interest  been  calculated  at  the  Interest  Rate,  such  Interest  Rate
Differential  Fee to be: (x)  determined by the Borrower as of the expiration of
each month during the term of the Additional  Loan; and (y) paid by the Borrower
to the Lender within three (3) business days thereafter.

                              II. Franchisee Notes

     2.1  Collection  of  Franchisee  Notes.  Unless and until  there shall have
occurred and be continuing an Event of Default hereunder and/or under any one or
more of the Notes, the Borrower: (i) shall be permitted to retain the originally
executed  Franchisee  Notes;  and (ii) at its sole  cost and  expense,  shall be
permitted  to attempt to collect all payments  presently  due and/or that become
due under the  Franchisee  Notes,  using its ordinary and  customary  collection
practices and  procedures;  provided,  however,  that the Borrower shall have no
obligation to commence  litigation,  repossess or foreclose on any collateral or
take any other  legal  action to collect  on any of the  Franchisee  Notes.  The
Lender  acknowledges  that  the  Borrower  cannot  and  does  not  guaranty  the
collectability  of any of the  Franchisee  Notes.  In  the  event  the  Borrower
receives  any  payments  on account  of any of the  Franchisee  Notes  after the
occurrence  and  during  the  continuance  of an Event  of  Default  under  this
Agreement  and/or a default (after any required notice and the expiration of any
applicable  cure and/or grace  provision  provided for therein) under any one or
more of the Notes,  it shall hold such  payments,  in trust,  for the Lender and
Guarantor and promptly deliver all such payments to the Lender and/or Guarantor,
together with any necessary  endorsements thereof. In addition,  within ten (10)
days after the occurrence of an Event of Default  hereunder,  the Borrower shall
deliver to the Lender and Guarantor such  originally  executed copy of each such
Franchisee Note.

     2.2  Reporting.  Within  fifteen  (15) days  after the  expiration  of each
quarterly period prior to the Borrower's  repayment,  in full, of the Notes, the
Borrower  shall  provide to the Lender a written  report,  in form and substance
reasonably  acceptable to the Lender,  concerning the status of each  Franchisee
Note, containing such information as the Lender may reasonably require.

     2.3  Substitution  of  Franchisee  Notes.  In addition to the rights of the
Borrower set forth in Section 1.8 hereof,  the Borrower shall have the right, by
written notice given to the Lender and Guarantor, to replace any Franchisee Note
held by the Lender and Guarantor as Collateral  under this Agreement with one or
more  substitute  Franchisee  Notes:  (i) not then  subject  to a pledge  and/or
hypothecation;  and (ii) then having an aggregate, outstanding principal balance
equal to or greater  than the  Franchisee  Note  being  replaced  and  otherwise
acceptable to the Lender and Guarantor, which acceptance shall be in writing and
shall not be unreasonably withheld and/or delayed.

     2.4  Notices of  Default/Termination.  A copy of all notices of default and
notices of termination  given by the Borrower to the maker  (Franchisee)  of any
Franchisee Note then pledged to the Lender  hereunder,  shall be  simultaneously
forwarded by the Borrower to the Lender.

                                      -11-
III. Conditions Precedent

     The obligation of the Lender to advance funds pursuant to this Agreement is
subject to the following  conditions  precedent (each of which may be waived, in
whole or in part,  by the Lender,  in its sole and  absolute  discretion)  which
shall apply to each Advance:

     (a) Accuracy;  No Default.  All  representations and warranties made by the
Borrower  to the  Lender  in  this  Agreement  and in all  other  documents  and
instruments delivered by the Borrower in connection with this Agreement shall be
true and correct, in all material respects, as of the date of the Advance. As of
the  date of each  Advance,  no  condition  or event  shall  exist  which  would
constitute an Event of Default  hereunder,  or which, with notice or the passage
of time or both, would constitute an Event of Default hereunder.

     (b) Closing  Documents.  The Lender shall have  received,  on or before the
date of  each  Advance,  all of the  following,  each  dated  (unless  otherwise
indicated)  as of the date of such  Advance,  in form and  substance  reasonably
satisfactory to the Lender:

     (i) Note.  A Note in the form of Exhibit B attached  hereto,  completed  in
accordance with Section 1.4 and duly executed by the Borrower;

     (ii) Good  Standing  Certificate.  A  certificate  of good  standing of the
Secretary  of  State  of the  State  of New  York as to the  existence  and good
standing of the Borrower, dated as of a current date;

     (iii)  Resolutions.  Resolution  of  the  Borrower's  board  of  directors,
certified by the  Secretary  of the  Borrower,  authorizing  the  execution  and
delivery of this  Agreement by the Borrower and the  performance by the Borrower
of all of the transactions contemplated hereby;

     (iv) Incumbency Certificate. A certificate of incumbency,  certified by the
Secretary of the Borrower,  certifying the names of the officers of the Borrower
authorized  to execute  this  Agreement  and the Notes and Pledge  Agreement  on
behalf of the Borrower, together with specimen signatures of each such officer;

     (v) Pledge  Agreement.  A Pledge Agreement in the form of Exhibit D annexed
hereto, duly executed by the Borrower;

     (vi) Warrant  Certificate.  A Warrant Certificate and Agreement in the form
annexed hereto as Exhibit C;

     (vii) Closing Certificate.  A certificate of the Chief Executive Officer of
the Borrower as to the accuracy of the matters  described in paragraphs  (a) and
(b) of this Section;

     (viii) Certificate of  Incorporation/By-Laws.  A copy of the Incorporation,
as amended to date,  and its  Amended and  Restated  By-Laws,  certified  by the
Company's Chief Executive Officer at being true, correct and complete; and

                                      -12-
(ix) Additional  Documentation.  Such additional  approvals,  certificates,
opinions or documents as the Lender or its legal counsel may reasonably require.

                                   IV. Closing

     4.1 Closing.  The closing shall take place on or about January 22, 2002, at
the offices of the Lender's  counsel,  Patricia  Blake,  Esq., in Melville,  New
York, at which time all matters required by this Agreement to occur with respect
to the Initial  Advance  shall take place (the  "Closing").  The closing of each
Additional  Advance shall take place at the offices of the Lender within fifteen
(15) days  after the  Lender's  receipt of written  notice,  from the  Borrower,
requesting  any such  Additional  Advance,  at which  time or times all  matters
required by this  Agreement  to occur with  respect to such  Additional  Advance
shall take place.

                V. The Borrower's Representations and Warranties

     To induce the Lender to enter into this Agreement,  the Borrower represents
and warrants to the Lender that:

     5.1 Corporate Existence.  The Borrower: (a) is a corporation duly organized
and existing in good standing  under the laws of the State of New York;  (b) has
all  requisite  power  and  authority  to own its  properties  and  carry on its
business  as now being or as  proposed  to be  conducted;  (c) is  qualified  to
conduct business in all jurisdictions in which the nature of its business or the
location of its assets  makes such  qualification  necessary,  except  where the
failure to so qualify  would,  in all  likelihood,  reasonably be anticipated to
have a material  adverse effect on the business  and/or  financial  condition (a
"MAC  Effect")  of  the  Borrower  and  its  subsidiaries,   taken  as  a  whole
(collectively,  the "Company"); and (d) has the requisite power and authority to
execute and deliver this Agreement and perform all of its obligations  hereunder
and under each document and/or instrument  executed and delivered by it pursuant
hereto.

     5.2  Corporate  Action;  No Breach.  The  execution  and  delivery  of this
Agreement by the Borrower and the performance by the Borrower of its obligations
hereunder have been duly  authorized by all requisite  action on the part of the
Borrower and do not and will not: (a) violate or conflict  with any provision of
the  Borrower's  Certificate  of  Incorporation  or by-laws;  (b) conflict with,
result in a breach of,  constitute a default under, or result in the creation or
imposition  of any lien (except in favor of the Lender) upon any of the revenues
or  assets  of the  Borrower,  pursuant  to the  provisions  of any  instrument,
document or  agreement  to which the  Borrower is a party or by which any of its
property is bound; or (c) to the best of the Borrower's  knowledge,  violate any
law, rule or regulation or any order,  writ,  injunction or decree of any court,
governmental authority or arbitrator.

     5.3 Operation of Business.  The Company  possesses  all licenses,  permits,
franchises,  patents, copyrights,  trademarks and tradenames and rights thereto,
which are  material  to the  conduct of its  business  as now  conducted  and as
presently  proposed  to be  conducted;  and, to the best of its  knowledge,  the
Borrower is not in violation  of any valid rights of other  persons with respect

                                      -13-
to any of the foregoing. To the best of the Borrower's knowledge, the Company is
in compliance,  in all material  respects,  with all laws,  rules,  regulations,
orders and decrees applicable to the Borrower and its business and properties.

     5.4 Approvals.  No  authorization,  approval or consent of, or registration
with, any court, governmental authority or third party is or will be required in
connection  with the  execution,  delivery  or,  to the  best of the  Borrower's
knowledge,  the performance of this Agreement by the Borrower or the validity or
enforceability  hereof  any  of the  Company's  licenses,  permits,  franchises,
patents, copyrights, trademarks, tradenames and/or rights thereto, or (ii)

     5.5 Litigation and Judgments. There is no action, suit or proceeding before
any court,  governmental authority or arbitrator pending or, to the knowledge of
the  Borrower,  threatened  against  or  affecting:  (i)  any of  the  Company's
licenses, permits,  franchisees,  patents,  copyrights,  trademarks,  tradenames
and/or rights thereto; or (ii) the business, condition (financial or otherwise),
operations,  prospects or properties of the Company  except,  in each such case,
for those which, in the aggregate, are not reasonably anticipated to result in a
MAC Effect,  or the ability of the Company to perform its obligations under this
Agreement.

     5.6 Rights in Properties.  The Company has good and indefeasible  title to,
or valid leasehold  interests in, its properties and assets,  real and personal,
except for those which,  in the  aggregate,  are not  reasonably  anticipated to
result in a MAC Effect.

     5.7 Enforceability.  This Agreement and the other documents executed by the
Borrower  in  connection  herewith  constitute  the  legal,  valid  and  binding
obligations of the Borrower, enforceable against the Borrower in accordance with
their  respective  terms,  except to the  extent  enforcement  may be limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws relating to or affecting the  enforcement of creditors'  rights  generally,
and by general principles of equity.

     5.8 Name,  Principal Place of Business.  The principal place of business of
the  Borrower  and the place where the  Borrower  keeps its books and records is
located at the address of the Borrower set forth on the  signature  page of this
Agreement.

     5.9  Disclosure.  No  statement,  information,  report,  representation  or
warranty made by the Borrower to the Lender in this  Agreement,  or furnished to
the Lender in writing in  connection  with this  Agreement  or the  transactions
contemplated  herein,  contains any untrue statement of a material fact or omits
any  material  fact  necessary  to make the  statements  herein or  therein  not
misleading.

     5.10  Taxes.  The Company  has filed all tax  returns  (federal,  state and
local)  required  to be filed,  including  all  income,  franchise,  employment,
property  and  sales  taxes,  and has paid  all of its  liabilities  for  taxes,
assessments, governmental charges and other levies that are now due and payable,
except if and to the extent the failure to file any such  return  and/or pay any
such tax would not reasonably be anticipated to result in a MAC Effect;  and the
Borrower  knows  of no  pending  investigation  of the  Company  by  any  taxing
authority or of any pending but unassessed tax liability of the Company.

                                      -14-
5.11 Statements by the Lender.  The Lender has made no  representations  or
statements of material fact to the Company in connection with the obligations of
the  Borrower  hereunder or in  connection  with the  negotiation,  execution or
delivery  of this  Agreement  or the  consummation  of the  transactions  herein
contemplated, except as expressly set forth herein.

     5.12 No  Default.  No Event  or  Default  has  occurred  and is  continuing
hereunder and no event which,  with notice or the passage of time or both, would
constitute an Event of Default hereunder, has occurred and is continuing.

     5.13  Collateral.  The Borrower:  (i) owns all of the Franchisee Notes free
and  clear  of  any  liens,  encumbrances,  claims  or  interests  of  any  kind
whatsoever,  except for the  security  interest  of the  Lender  created by this
Agreement and/or the Pledge Agreement;  and (ii) is in possession and/or control
of the  originally  executed  copy of each  such  Franchisee  Note.  Each of the
Franchisee  Notes is genuine  and in all  respects  what it  purports to be; has
been, to the best of the Borrower's knowledge,  duly executed by all the parties
whose  signatures  purport  to  appear  thereon;  and  is a  valid  and  binding
obligation of each such party,  fully enforceable in accordance with its written
terms,  except to the extent  that  enforcement  may be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
relating to or affecting the enforcement of creditors' rights generally,  and by
general principles of equity. To the best of the Borrower's  knowledge,  none of
the  Franchisee  Notes are subject to any defenses,  offsets,  counterclaims  or
adjustments of any kind. There are no agreements or  understandings  of any kind
between the Borrower and the obligors under the Franchisee  Notes  regarding the
Franchisee Notes except as set forth in those instruments.

                          VI. The Borrower's Covenants

     Until  payment  in full of all  amounts  due under this  Agreement  and the
Notes,  including any and all extensions  thereof,  and all other obligations of
the Borrower to the Lender  hereunder,  the Borrower agrees that it will perform
and observe all of the following covenants, unless the Lender otherwise consents
in writing:

     6.1 Payment and Performance. The Borrower shall duly and punctually pay all
principal and interest due under the Notes in accordance  with the terms thereof
and perform all of its other obligations under this Agreement.

     6.2  Financial  and Other  Information.  The Borrower  shall deliver to the
Lender:  (i)  within  ten (10) days  after  the  filing  thereof  with the U. S.
Securities and Exchange  Commission  ("SEC"),  any Form 8-K filed by it with the
SEC; and (ii) within forty-five (45) days after the expiration of each quarterly
period and within ninety (90) days after the expiration of each calendar year, a
copy of the Company's consolidated financial statements.

     6.3 Books and Records.  The Company shall maintain proper books and records
of account in which full,  true and correct  entries  shall be made,  consistent
with sound accounting practices, of all dealings and transactions in relation to
the Company's business and activities.

     6.4  Conduct of  Business.  The Company  shall  conduct  its  business,  as
presently  conducted,  with good business  practices and in  accordance,  in all
material  respects,  with all laws and regulations and all orders and decrees of
any court, governmental authority or arbitrator applicable to the Company or its

                                      -15-
property.  The  Company  shall  comply,  in  all  material  respects,  with  all
agreements and instruments binding on it or its properties or business except if
and to the extent the failure to do so would not  reasonably be  anticipated  to
result in a MAC Effect.  The Company  shall not change the general  character of
its business as conducted on the date of this Agreement or engage in any type of
business not reasonably related to its business as normally conducted; provided,
however,  that the foregoing  shall not prohibit the Borrower from causing to be
sold  substantially  all of the assets and/or  capital  stock of the  Borrower's
partially owned subsidiary, Insight Laser Centers, Inc.

     6.5  Disposition of Assets.  The Company shall not transfer,  sell,  lease,
convey or otherwise dispose of any of its properties or assets necessary for use
in connection with or incidental to the operation of its business, except in the
ordinary course of its business; provided, however, that the foregoing shall not
be deemed to prohibit or otherwise  restrict the Company  from  encumbering  any
such asset and/or  substantially all of its assets in the ordinary course of its
business  and/or from  selling  the assets of its  partially  owned  subsidiary,
Insight Laser Centers, Inc.

     6.6 Maintenance of Existence.  The Borrower shall preserve and maintain its
corporate existence and those leases, privileges, franchises, licenses, permits,
qualifications  and rights that are  necessary  in the  ordinary  conduct of its
business, except to the extent that the failure to do so would not reasonably be
anticipated to result in a MAC Effect.

     6.7 Use of  Proceeds.  The  Borrower  shall use the funds  advanced  by the
Lender pursuant to this Agreement only for lawful business purposes.

     6.8  Collateral.  The  Company  shall  not  create  or  permit  any lien or
encumbrance of any kind  whatsoever on the  Collateral,  except for the security
interest of the Lender and Guarantor  granted  pursuant to this Agreement and/or
the Pledge Agreement;  provided,  however, that provided the Borrower is then in
compliance  with the provisions of Section 1.8 hereof,  the foregoing  shall not
prohibit the Company from releasing any Franchisee or any other person obligated
under any of the Franchisee  Notes, or permitting any of the Franchisee Notes to
be amended or  modified in any way, or waiving or  consenting  to the  departure
from any of the terms of any of the Franchisee Notes.

     6.9 Compliance with Laws. Neither the Company, nor any person acting on its
behalf (and pursuant to its authorization and/or  instructions),  shall take any
action which might cause this Agreement or the transactions  contemplated hereby
to  violate  any laws,  regulations  or rules  applicable  to the  Company,  its
business or its properties,  and the Company will take all actions  necessary to
cause compliance with all laws, regulations and rules applicable to the Company,
its business and its  properties,  except if and to the extent the failure to do
so would not reasonably be anticipated to result in a MAC Effect.

     6.10 Corporate Changes.  The Borrower shall not: (i) dissolve or liquidate;
(ii)  become a party to a merger or  consolidation  unless  it is the  surviving
entity;  or (iii) change its  principal  place of business or the place where it
keeps its books and  records,  unless it shall  have  given the  Lender ten (10)
days' prior written notice thereof.

     6.11 Inspection Rights. The Borrower, on reasonable, advance written notice
from the Lender, shall permit  representatives of the Lender to examine and make
abstracts  and/or  summaries  of the books and records of, and visit and inspect

                                      -16-
the properties  of, the Borrower at any  reasonable  time and from time to time,
and to discuss the business,  operations and financial condition of the Borrower
with its  officers  and  employees  and with its  independent  certified  public
accountants;   provided,   however,   and  on  the  condition   that,  any  such
representative  first  executes and  delivers to the Borrower a  confidentiality
agreement, in the form annexed hereto as Exhibit E.

     6.12 Taxes.  The Company shall pay or discharge,  at or before  maturity or
before  becoming   delinquent,   all  taxes,   levies,   assessments  and  other
governmental  charges  imposed  on it or  its  business  operations,  including,
without limiting the scope of this provision,  income,  franchise,  sales,  use,
real and personal property and employment taxes,  unless:  (i) the failure to do
so would not reasonably be  anticipated  to result in a MAC Effect;  or (ii) the
amount  or  validity  thereof  is  being  contested  in  good  faith  by  proper
proceedings being diligently pursued; (iii) adequate reserves therefor have been
established;  and (iv) such proceedings do not subject the Lender to any penalty
or liability or involve any material risk of the sale, forfeiture or loss of any
material portion of the Collateral.

     6.13  Transactions  with Affiliates.  The Borrower shall not enter into any
transaction  with any affiliate of the Borrower,  except in the ordinary  course
of, and pursuant to the reasonable  requirements of, the Borrower's business and
upon fair and reasonable terms.

     6.14 Further  Assurances.  The Borrower shall take such additional  actions
and execute and deliver such further instruments as may be reasonably  requested
by the Lender,  from time to time, to carry out the  provisions  and purposes of
this  Agreement  and the  transactions  contemplated  hereby and to preserve and
perfect the liens and security interests of the Lender in the Collateral.

                                  VII. Default

     7.1 Events of Default. An "Event of Default" shall exist if any one or more
of the following events (herein  collectively  called "Events of Default") shall
occur and be continuing:

     (a) The Borrower shall  intentionally  fail to pay any amount to become due
under the terms of any of the Notes and/or this Agreement  within seven (7) days
after the same becomes due and payable,  it being  specifically  understood  and
agreed that in the event the Borrower shall, within five (5) days after the same
shall become due and payable  hereunder  and/or under the Notes,  forward to the
Lender a check in  payment  of any such  amount,  but such  check  shall  not be
delivered  to the  Lender  on or before  the  expiration  of said  seven (7) day
period, the same shall not constitute an Event of Default hereunder;

     (b) The Borrower shall fail to perform,  keep,  abide by, observe or comply
with any of the terms, covenants,  conditions,  agreements or obligations of the
Borrower contained in this Agreement (including, but not limited to, the failure
of the  Borrower to maintain  the  Collateral  Ratio then  required  pursuant to
Section  1.8  hereof) or any of the  documents  or  instruments  executed by the
Borrower and delivered to the Lender in connection herewith (including,  but not
limited to, the Notes and/or the other Exhibits annexed hereto) and such failure
shall  remain  uncured  for a period in excess  of  thirty  (30) days  after the
Borrower's receipt of written notice thereof;  provided,  however,  that if such
default is of a nature  whereby it cannot be cured  within  said thirty (30) day

                                      -17-
period,  it shall not  constitute  an Event of Default  hereunder  provided  the
Borrower  commences to cure such default  within said thirty (30) day period and
thereafter diligently pursues the same to completion;

     (c) The Borrower shall: (i) dissolve and/or cease doing business as a going
concern; or (ii) merge or consolidate with or into another entity;

     (d) The Borrower  shall:  (i) apply for or consent to the  appointment of a
receiver,  custodian,  trustee, liquidator or similar official for itself or all
or a substantial  part of its property;  (ii) make a general  assignment for the
benefit  of  creditors;  (iii) file a petition  or answer  seeking  liquidation,
reorganization  or an  arrangement  with  creditors or to take  advantage of any
bankruptcy, reorganization or insolvency laws; (iv) file an answer admitting the
material  allegations  of, or consent  to, or default in  answering,  a petition
filed against it in any bankruptcy, reorganization or insolvency proceeding; (v)
become the subject of an order for relief under any  bankruptcy,  reorganization
or  insolvency  proceeding  which shall  continue  unstayed  and in effect for a
period in excess of thirty (30) days; or (vi) have an order,  judgment or decree
entered by any court of  competent  jurisdiction  or other  competent  authority
approving a petition appointing a receiver,  custodian,  trustee,  liquidator or
similar  official for the Borrower of all or a substantial part of its property,
and such order,  judgment or decree shall continue  unstayed and in effect for a
period in excess of thirty (30) days;

     (e) This Agreement,  any of the Notes or any other  documents  delivered to
the Lender pursuant to this Agreement or in connection  herewith shall,  for any
reason,  cease to be in full  force and  effect,  or shall be  declared  null or
unenforceable,  in whole or in material part, or the validity or  enforceability
thereof  shall be  challenged  or  denied  by any party  thereto,  other  than a
Franchisee/maker  of the Franchisee  Notes  (provided,  however,  that an action
initiated by the Borrower to enforce its rights hereunder shall not be deemed to
be an Event of Default hereunder);

     (f) The Borrower  shall be unable and/or lack the legal capacity to conduct
business in the State of New York;

     (g) Any written  representation  or  statement  made by the Borrower to the
Lender  in  connection  herewith  shall  fail to be true  and  complete,  in all
material respects, as and of the date so made by the Borrower; or

     (h) In the event North Fork Bank (the "Bank") shall demand repayment of all
amounts then due it by the Borrower under that certain Term Note, dated the date
hereof, made the Borrower in favor of the Bank, in the original principal amount
of  $1,000,000,  as a result of the occurrence of an Event of Default under (and
as said term is defined in) such Term Note.

     7.2 Remedies  Upon  Default.  (a) If an Event of Default shall occur and be
continuing,  the Lender, at its option,  may, without notice:  (i) terminate the
Credit Facility;  (ii) declare all payments hereunder or under any or all of the
Notes and any other  liabilities  of the  Borrower to the Lender to be forthwith
due and  payable,  whereupon  the same shall  forthwith  become due and  payable
without presentment,  demand,  protest or other notice of any kind, all of which
the Borrower hereby expressly waives,  anything contained herein or in any other
document to the  contrary  notwithstanding;  (iii) reduce any claim to judgment;
(iv) set off and apply against the Obligations of the Borrower any and all funds
at any time  credited  or held by the Lender or any  affiliate  of the Lender or

                                      -18-
owing from the Lender or any of its  affiliates to the Borrower,  whether or not
said  Obligations  are then due;  and (v) pursue and enforce any of the Lender's
and/or  Guarantor's  rights and remedies under this Agreement,  the Notes and/or
the Pledge  Agreement and to execute any and all instruments and documents which
the Lender,  at any time and from time to time,  reasonably  deems  necessary or
advisable to accomplish the purposes of this Agreement.

     (b) The Lender  shall be under no duty to exercise or withhold the exercise
of any rights, powers, privileges and options expressly or implicitly granted to
the Lender in this  Agreement,  and shall not be liable for any failure to do so
or any delay in doing so. Neither the Lender,  nor any person  designated by the
Lender,  shall be liable for any act or omission or for any error of judgment or
any  mistake of fact or law;  and  neither  the Lender  nor  Guarantor  shall be
responsible  for any  decline  in the value of the  Collateral  and shall not be
required  to take any steps to  preserve  rights  against  prior  parties  or to
protect, preserve or maintain any lien given to secure the Collateral.

     (c) It is specifically  understood and agreed that the  acceptance,  by the
Lender from the Borrower,  of any payments made by the Borrower hereunder and/or
under any of the Notes from and after the occurrence and during the  continuance
of an Event of  Default  hereunder,  shall in no way  prejudice  any  action  or
proceeding  initiated  by the Lender to enforce  its rights  hereunder,  and the
Lender's  acceptance  of any such payment  shall not be deemed to be a waiver of
the  Lender's  absolute  right to continue  any such action or legal  proceeding
against the Borrower as a result thereof.

     7.4  Performance  by the  Lender.  If the  Borrower  fails to  perform  any
agreement  contained  herein,  the Lender may, but shall have no obligation  to,
perform,  or  cause  performance  of,  such  agreement  or  obligation,  and the
reasonable,   out-of-pocket  expenses  of  the  Lender  incurred  in  connection
therewith shall be payable by the Borrower  pursuant to Section 8.4 hereof,  and
shall be fully secured hereby.

                               VIII. Miscellaneous

     8.1  Indemnification.  (a) The Borrower shall  indemnify the Lender and its
officers, directors,  employees,  attorneys and agents from, and shall hold each
of them  harmless  from and against,  any and all losses,  liabilities,  claims,
damages,  costs and expenses  (including the reasonable fees and expenses of its
legal counsel;  hereinafter  collectively referred to as "Losses"), to which any
of them may become subject, which directly or indirectly arise from or relate to
this  Agreement  or  any  of  the  transactions   contemplated  hereby,  or  the
enforcement,  by the Lender,  of its rights  hereunder,  or from any third-party
investigation, litigation or other proceeding including, without limitation, any
threatened investigation,  litigation or other proceeding relating to any of the
foregoing,  excluding, however, any losses, liabilities,  claims, damages, costs
and expenses which arise from the gross negligence or willful  misconduct of the
Lender or its officers,  directors,  employees,  attorneys  and/or  agents.  The
obligations  of the Borrower  under this Section  shall survive the repayment of
all Obligations and the termination hereof.

     (b) In addition to the foregoing,  the Borrower shall  indemnify the Lender
and its officers, directors, employees, attorneys and agents (including, but not
limited  to,  the  Guarantor),  and shall  hold each of them  harmless  from and
against,  any and all  Losses to which  any of them may  become  subject,  which
directly and/or  indirectly arise from, or relate to, the Borrower's  failure to

                                      -19-
timely  observe  and/or comply with any of its  liabilities  and/or  obligations
under and/or  pertaining  to the Bank's  Additional  Loan to the  Borrower.  The
obligation of the Borrower  under the Section shall survive the repayment of all
Obligations and the termination hereof.

     8.2 Survival.  All  agreements,  representations  and warranties  contained
herein or made in writing by or on behalf of the  parties  hereto in  connection
with the  transactions  contemplated  hereby  shall  survive the  execution  and
delivery of the Agreement,  and any  investigation  at any time made by any such
party, and the delivery of any document pursuant to this Agreement, and any sale
or assignment or other disposition by the Lender of this Agreement, the Notes or
any other  document  delivered  to the Lender  pursuant to this  Agreement.  All
statements  contained in any certificate or other instrument  delivered by or on
behalf of the Borrower  pursuant hereto,  or in connection with the transactions
contemplated  hereby,  shall be deemed  representations  and  warranties  by the
Borrower hereunder.

     8.3 No Waiver; Cumulative Remedies. No failure to exercise, and no delay in
exercising,  any right,  power or privilege  hereunder shall operate as a waiver
thereof,  nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies  provided for in this Agreement and the other  documents
executed in connection  herewith are  cumulative  and not exclusive of any other
rights or remedies provided by law.

     8.4 Expenses of the Lender. The Borrower shall reimburse the Lender for all
of its out-of-pocket expenses, including the reasonable fees and expenses of its
legal  counsel,  incurred in the  enforcement  or  preservation  of the Lender's
rights under this  Agreement.  All such  expenses  shall be paid  promptly  upon
written request by the Lender (accompanied by reasonable  substantiation  and/or
documentation thereof), and shall be fully secured hereby.

     8.5  Notices.  All notices and other  communications  provided  for in this
Agreement shall be given in writing and mailed by certified mail, return receipt
requested,  or personally delivered (including deliveries by express,  overnight
courier  service)  to the  intended  recipient  at the address of such party set
forth on the signature page of this Agreement,  to the attention of such party's
Chief  Financial  Officer and, in the case of the  Borrower,  with a copy to the
attention of its General Counsel.  Any such notice or other  communication shall
be deemed to have been given on the day it is personally  delivered as aforesaid
or three (3) days  after  mailing.  Any party may  change  its  address  for the
purposes of this  Agreement  by giving  notice of such change to the other party
pursuant to this Section.

     8.6 Relationship of the Parties. For purposes of this Agreement,  only, the
relationship  between the Borrower and the Lender shall be solely that of debtor
and creditor,  the Lender having no fiduciary or other special relationship with
the  Borrower  for  purposes  hereof;  and  nothing in this  Agreement  shall be
construed as to deem the relationship  between the Borrower and the Lender to be
other than that of debtor and creditor.

     8.7  Severability.  In the event any provision of this  Agreement or any of
the  instruments  or documents  executed and delivered by either party  pursuant
hereto  is  held  by  a  court  of  competent  jurisdiction  to  be  invalid  or

                                      -20-
unenforceable,  such  provision  shall not impair or invalidate the remainder of
this  Agreement,  and the effect thereof shall be confined to the provision held
to be invalid or unenforceable.

     8.8 Entire Agreement;  Amendments. This Agreement and the other instruments
and documents  executed and delivered by the parties  pursuant to this Agreement
embody the entire  agreement  between  the parties  hereto  with  respect to the
subject matter hereof and supersede all prior agreements and understandings; and
such documents may be amended only by an  instrument,  executed in writing by an
authorized  officer of the party  against  whom such  amendment  is sought to be
enforced.  All  exhibits  referred to in, and attached  to, this  Agreement  are
incorporated herein by reference and shall, for all purposes,  be a part of this
Agreement.

     8.9 Construction. The Borrower and the Lender acknowledge that each of them
has had the benefit of legal  counsel of its own choice and has been afforded an
opportunity  to  review  this  Agreement  and  all of the  other  documents  and
instruments  to be executed in  connection  herewith  with its legal counsel and
that this  Agreement and all other  documents and  instruments to be executed in
connection herewith shall be construed as if jointly drafted by the Borrower and
the Lender.

     8.10 Parties Bound.  This Agreement  shall be binding upon, and shall inure
to the benefit of, the parties  hereto and their  respective  successors  and/or
assigns.  The Borrower may not, without the prior written consent of the Lender,
assign any rights, powers, duties or obligations  hereunder;  the Lender may, at
any time,  assign any or all of its rights under this  Agreement or under any of
the Notes and/or the Pledge Agreement.

     8.11 APPLICABLE LAW. THIS AGREEMENT IS BEING DELIVERED,  AND IS INTENDED TO
BE PERFORMED,  IN THE STATE OF NEW YORK, AND THE SUBSTANTIVE  LAWS OF SUCH STATE
SHALL GOVERN THE VALIDITY, CONSTRUCTION,  ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT AND ALL TRANSACTIONS CONTEMPLATED HEREBY.

     8.12 APPLICABLE LAW, ETC. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE  WITH,  AND SHALL BE GOVERNED  BY, THE LAWS OF THE STATE OF NEW YORK.
THE PARTIES HEREBY:  (i) WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT  AND/OR ANY DOCUMENT  DELIVERED  HEREUNDER;
AND (ii) IRREVOCABLY  SUBMIT TO THE EXCLUSIVE  JURISDICTION AND VENUE OF THE NEW
YORK STATE  SUPREME  COURT  SITTING IN NASSAU  COUNTY,  NEW YORK, OR THE FEDERAL
COURT FOR THE EASTERN  DISTRICT OF NEW YORK IN ANY ACTION OR PROCEEDING  ARISING
OUT OF OR  RELATING  TO  THIS  AGREEMENT  AND/OR  ANY  SUCH  DOCUMENT  DELIVERED
HEREUNDER.

         [The remainder of this page has been intentionally left blank.]

                                      -21-
IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
on the date first written above.

                                             EMERGING VISION, INC.
                                             100 Quentin Roosevelt Boulevard
                                             Garden City, New York 11530

                                             By:_______________________________
                                                Robert Hillman, President

                                             HORIZON INVESTORS CORP.
                                             2830 Pitkin Avenue
                                             Brooklyn, New York 11208

                                             By:_______________________________
                                                Benito R. Fernandez, President

                                      -22-
NEGOTIABLE PROMISSORY NOTE

$__________                                              Garden City, New York
                                                         _____________ , 200__

     FOR VALUE RECEIVED, EMERGING VISION, INC., a New York corporation having an
office at 100 Quentin  Roosevelt  Boulevard,  Garden  City,  New York 11530 (the
"Maker"),  promises to pay to the order of HORIZON  INVESTORS  CORP., a New York
corporation  having an office at 2830 Pitkin  Avenue,  Brooklyn,  New York 11208
(the  "PAYEE"),   its   successors   and/or   assigns,   the  principal  sum  of
_______________  and 00/100 ($________)  Dollars,  said sum being admittedly due
and owing by Maker to PAYEE without offset,  defense or  counterclaim,  together
with  interest,  to be  computed  thereon at a rate per annum  equal to one (1%)
percent  above the prime rate of interest  announced,  by North Fork Bank,  from
time to time until the entire principal balance hereof shall be repaid in full.

     Principal and interest shall be payable hereunder as follows:

     (i)___________( ) consecutive,  monthly installments of principal,  each in
the amount of ____________________ and ____/100 ($_________) Dollars, commencing
on _________  200_,  with like  successive  installments on the same day of each
month thereafter, together with interest thereon, to be computed at the rate per
annum specified hereinabove, through and including December ___, 2003; and

     (ii)A final payment equal to the entire remaining unpaid principal  balance
hereof,  together  with all  accrued  and unpaid  interest  thereon,  on January
______, 2004.

     This Note is subject to the following additional terms.

     1. Reference to Loan Agreement/Collateral.

     This Promissory Note is secured by certain  collateral as more specifically
described  and referred to in that certain Loan  Agreement,  dated  January ___,
2002, between the Maker and Payee (the "Loan Agreement"). Reference is also made
to the Loan Agreement for a statement of certain  rights of the PAYEE  following
an Event of Default (as that term is defined in the Loan Agreement) thereunder.

                                   EXHIBIT B

                                      -23-
2. Prepayment - Application of Payment.

     This Note may be prepaid without penalty, in whole or in part, at any time.

     All payments  hereunder  shall first be applied to any interest and/or late
fees which shall have  accrued,  but shall not have been paid,  hereunder at the
time at which such  payment is made,  and the balance of such  payment  shall be
applied to reduce the then outstanding  principal balance hereof, in the inverse
order of maturity.

     Nothing contained in this Note, or in any other agreement between the Maker
and PAYEE, requires the Maker to pay, or PAYEE to accept,  interest in an amount
which would subject PAYEE to any penalty or forfeiture  under applicable law. In
no event shall the total of all charges payable  hereunder,  whether of interest
or of such other charges which may or might be characterized as interest, exceed
the  maximum  rate  permitted  to be charged  under the laws of the State of New
York.  Should  PAYEE  receive  any  payment on this Note which is or would be in
excess of that permitted to be charged under said laws,  such payment shall have
been, and shall be deemed to have been, made in error and shall automatically be
applied to reduce the principal indebtedness outstanding on this Note.

     3. Place of Payment; Waiver of Defenses and Notices.

     All  payments  hereunder  shall be  payable at the  offices of PAYEE,  2830
Pitkin  Avenue,  Brooklyn,  New York 11208,  or at such other place as PAYEE may
from time to time designate pursuant to Section 6 hereof, or at such other place
as may be agreed upon by the parties.

     This Note is payable  by Maker  without  deduction  by reason of set-off or
counterclaim or any defense whatsoever (except payment).

     The Maker hereby waives demand for payment, notice of dishonor and protest,
and notice of protest or any other notice of any kind.

     4. Default; Remedies.

     In the event of:

     (i) the nonpayment of any  installment of principal or interest when due on
this Note,  or on any other  promissory  note  given by the Maker to PAYEE,  its
subsidiaries or affiliates,  and such nonpayment  continues for a period of five
(5) days following the day written  notice of such  nonpayment has been given to
the Maker; or

                                      -24-
(ii) if an Event of Default  shall  occur and be  continuing  under (and as
defined in Section 7.1 of) the Loan Agreement;

then, on the happening of any such event, any remaining unpaid installments
and all  liability of the Maker under this Note,  at the option of PAYEE,  shall
become due and payable  immediately upon the giving of written notice thereof by
PAYEE to the  Maker.  The  failure to assert  this  right  shall not be deemed a
waiver thereof.

     Upon default,  stated or accelerated,  interest shall accrue at the maximum
rate permitted by law, but this  provision  shall not be deemed to constitute an
extension of time for payment of the principal balance due hereunder.

     If this Note is not paid in full in  accordance  with its terms,  the Maker
agrees  to pay all  costs  and  expenses  of  collection,  including  reasonable
attorneys' fees and expenses.

     5. Amendments.

     This  Note  may  not be  changed  or  terminated  orally,  but  only  by an
agreement,  in writing,  signed by the party  against  whom  enforcement  of any
waiver, change, modification or discharge is sought.

     6. Notices.

     All notices,  requests or other communications  required hereunder shall be
in  writing  and shall be deemed  to have been duly  given or made if  delivered
personally or by courier  service which obtains a signed  receipt upon delivery,
or if mailed by United States certified mail,  postage  prepaid,  return receipt
requested, to the parties at the respective addresses first above written, or at
such other  addresses  as shall be specified in writing by either of the parties
to the  other in  accordance  with the  terms and  conditions  of this  Section.
Notices  shall be  deemed  effective,  if  delivered  personally  or by  courier
service, on the date delivered or, if mailed in accordance  herewith,  three (3)
days after the date of such mailing.

     7. Late Fees.

     In the event of a late  payment by the Maker,  PAYEE may  collect  from the
Makers a late  charge  not to exceed  five  (5(cent))  cents per each  dollar of
payment  due  hereunder  and not paid  within  ten (10) days  after the due date
hereof,  as liquidated  damages for PAYEE'S  extra expense  involved in handling
such delinquent payment.  Acceptance by PAYEE of any late payment, together with
such  late  charge,  is at the  option of PAYEE  and  shall  not  constitute  an
extension of time for the making of such payment.

                                      -25-
8. Successors and Assigns.

     PAYEE may, upon written notice  thereof to the Maker,  assign this Note and
the right to  receive  the  payments  evidenced  hereby  to any other  person or
entity, which assignment may be made on such terms and conditions as PAYEE shall
consider  appropriate,  in its sole  and  absolute  discretion.  The  terms  and
provisions of this Note shall be binding upon,  and inure to the benefit of, the
parties hereto and their respective successors and/or assigns.

     9. Nonwaiver.

     No failure by PAYEE or any  subsequent  holder  hereof to insist upon exact
compliance  with the terms of this Note shall be deemed or construed as a waiver
by such party of the right to require exact  compliance with each and every duty
and obligation herein contained in the future.

     10. Applicable Law and Jurisdiction.

     THIS NOTE SHALL BE CONSTRUED  AND  ENFORCED IN ALL  RESPECTS IN  ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT  GIVING EFFECT TO ANY  PRINCIPLES
RELATING TO CONFLICT OF LAWS. THE PARTIES HERETO:  (i) CONSENT THAT ANY LEGAL OR
EQUITY  PROCEEDING  BROUGHT  IN  CONNECTION  WITH OR  ARISING  OUT OF ANY MATTER
RELATING TO THIS NOTE,  SHALL BE INSTITUTED  ONLY IN A FEDERAL OR STATE COURT OF
COMPETENT  JURISDICTION WITHIN THE STATE OF NEW YORK, COUNTY OF NASSAU; AND (ii)
WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF AND/OR RELATED TO
THIS  NOTE.   THE  MAKER  HEREBY   IRREVOCABLY   CONSENTS  AND  SUBMITS  TO  THE
JURISDICTION,  IN ANY SUCH  MATTER,  OF THE  COURTS OF THE STATE OF NEW YORK AND
WAIVES ANY  OBJECTION  IT MAY HAVE TO EITHER THE  JURISDICTION  OR VENUE OF SUCH
COURTS.

     11.  Joint and  Several  Liability.  In the event that more than one person
shall  execute this Note,  the  liability of each  hereunder  shall be joint and
several.

     IN WITNESS  WHEREOF,  the Maker has executed  this Note on the day and year
first above written.

                                             EMERGING VISION, INC.
                                             By: ______________________________
                                                 Robert Hillman, President

                                      -26-
The  securities  represented  by this  Certificate  (including  the Warrant
Shares  described  below) have not been  registered  under the Securities Act of
1933, as amended (the "Securities Act"). These securities have been acquired for
investment  purposes  only and not with a view to  distribution,  and may not be
sold,  transferred,  pledged or  hypothecated  in the  absence  of an  effective
registration  statement for such securities  under the Securities Act or unless,
in the opinion of counsel for the holder of this  Certificate,  such transaction
is exempt from the registration requirements of the Securities Act.

                              Emerging Vision, Inc.

                        WARRANT CERTIFICATE AND AGREEMENT

                          Dated as of January 23, 2002

                        Warrants to Purchase Common Stock

     Emerging  Vision,  Inc., a New York  corporation  (the  "Company"),  hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,   Horizon  Investors  Corp.,  a  New  York
corporation,  (the  "Investor"),  or its registered  assigns,  is the registered
owner  of  2,500,000  warrants  (each,  a  "Warrant"  and,   collectively,   the
"Warrants"),  each of which will entitle the registered  holder thereof,  at any
time after the  applicable,  respective  Vesting Dates set forth in Section 4(a)
hereof,  to purchase  one share,  as adjusted  from time to time as provided for
herein,  of the Common Stock of the Company (each such  purchased  share being a
"Warrant Share" and all such shares being the "Warrant Shares"), at the exercise
price of $ .01 per share (as adjusted from time to time as provided herein,  the
"Exercise  Price") on or before January 22, 2007 (the  "Expiration  Date"),  all
subject to the following terms and conditions:

     SECTION 1. Certain Definitions.  As used in this Warrant  Certificate,  the
following terms have the respective meanings set forth below:

     "Affiliate"  of any  Person  or entity  means  any  other  Person or entity
directly or  indirectly  controlling,  controlled by or under direct or indirect
common control with such Person or entity, any member of the immediate family of
such  Person,  or  any  officer,   director,   employee,   agent  or  authorized
representative of such entity.

                                    EXHIBIT C

                                      -27-
"Common  Stock" shall mean shares of the Common  Stock of the Company,  par
value $.01 per share.

     "Date of Exercise" of any Warrant  shall mean the date on which the Company
shall have received both: (i) the original of this Warrant Certificate, with the
Form of Election to Purchase attached hereto,  appropriately  filled in and duly
signed; and (ii) payment of the Exercise Price for such Warrant,  either in cash
or pursuant to the provisions of Section 4(e) hereof.

     "Form of Assignment"  shall mean the form of Assignment of Warrant attached
to this Warrant Certificate.

     "Form of Election to Purchase"  shall mean the form of Election to Purchase
attached to this Warrant Certificate.

     "Market  Price",  as of any date,  shall be deemed to be the last  reported
sale  price or,  in case no such  reported  sale  takes  place on such day,  the
average of the last reported sale prices for the last three (3) trading days, in
either case, as  officially  reported by the  principal  securities  exchange on
which the Common  Stock is listed or admitted to trading or by Nasdaq or, if the
Common  Stock is not listed or  admitted to trading on any  national  securities
exchange or quoted by Nasdaq,  the average closing bid price as furnished by the
NASD through Nasdaq or any similar organization if Nasdaq is no longer reporting
such information,  or if the Common Stock is not quoted on Nasdaq, as determined
in good faith by resolution  of the Board of Directors of the Company,  based on
the best information then available to it. Should the Market Price be determined
by the Board of  Directors  of the  Company  pursuant  to the last clause of the
previous sentence,  such determination  shall, absent manifest error, be binding
upon the holder of the Warrants.

     "Person"  shall mean an  individual,  a  partnership,  a joint  venture,  a
corporation,   a  limited   liability   company,   a  trust,  an  unincorporated
organization,  or a government or any department or agency thereof, or any other
entity.

     "Vesting Date" shall have the meaning set forth in Section 4(a) hereof.

     "Warrant  Certificate"  shall mean this Warrant  Certificate  and Agreement
including all Exhibits and Attachments hereto.

     SECTION 2. Registration.

     (a)  Registration  on Company's  Records.  The Company shall  register each
Warrant  upon  records to be  maintained  by the Company for that purpose in the
name of the  record  holder of such  Warrant  from time to time.  Subject to the
provisions  of Section 3 hereof,  the Company may deem and treat the  registered
holder of each  Warrant as the  absolute  owner  thereof  for the purpose of any
exercise  thereof,  any  distribution  to the holder  thereof  and for all other
purposes.

                                      -28-
(b) Notation on Warrant Shares.  Unless and until registered by the Company
under the Act, the Warrant  Shares issued upon the exercise of the Warrant shall
be  subject  to a stop  transfer  order  and  the  certificate  or  certificates
evidencing such Warrant Shares shall bear the following legend:

     "THE SHARES OF COMMON STOCK  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER,  AND ARE  RESTRICTED  SECURITIES  WITHIN THE  MEANING OF, THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR
OTHERWISE  DISPOSED  OF  EXCEPT  IN  ACCORDANCE  WITH SUCH ACT AND THE RULES AND
REGULATIONS  PROMULGATED  THERREUNDER AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS.  THE  ISSUER  OF  THESE  SECURITIES  WILL  NOT  TRANSFER  SUCH
SECURITIES  EXCEPT UPON RECEIPT OF EVIDENCE  SATISFACTORY TO THE ISSUER THAT THE
REGISTRATION  PROVISIONS  OF SUCH ACT HAVE BEEN  COMPLIED  WITH OR AN OPINION OF
COUNSEL TO THE  EFFECT  THAT SUCH  REGISTRATION  IS NOT  REQUIRED  AND THAT SUCH
TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS."

     (c) Agreement to Register Warrant Shares.  As a material  inducement to the
Investor  reference in acquiring the Warrants,  the Company hereby agrees to use
its  reasonable,  good faith  efforts to register  the Warrant  Shares under the
Securities Act pursuant to, and in accordance  with, the provisions of Exhibit A
annexed hereto and incorporated herein by

     SECTION 3. Transfers and Exchanges of Warrants and Warrant Shares.

     (a) Registration of Transfers and Exchanges. Subject to: (i) the provisions
of the last sentence of Section 3(c) below; and (ii) the Company's prior receipt
of an opinion of counsel (in form and substance  reasonably  satisfactory to it)
indicating  that such transfer is permitted  under the Securities Act and/or any
other  applicable state securities laws, the Company shall register the transfer
of any Warrants  upon records to be  maintained  by the Company for that purpose
upon  surrender of the original of this  Warrant  Certificate,  with the Form of
Assignment  attached  hereto,  duly filled in and signed,  to the Company at the
office  specified  in  or  pursuant  to  Section  4(d)  hereof.  Upon  any  such
registration of transfer, a new Warrant  Certificate,  in substantially the form
of this Warrant  Certificate,  evidencing the Warrants so  transferred  shall be
issued  to the  transferee  and a new  Warrant  Certificate,  in  similar  form,
evidencing the remaining Warrants not so transferred, if any, shall be issued to
the then registered holder thereof.

     (b)  Warrants  Exchangeable  for  Different  Denominations.   This  Warrant
Certificate is  exchangeable,  upon the surrender hereof by the holder hereof at
the office of the Company  specified in or pursuant to Section 4(d) hereof,  for
one or more new Warrant  Certificates,  each in  substantially  the form of this
Warrant  Certificate,  evidencing,  in the aggregate,  the right to purchase the
number of Warrant Shares which may then be purchased hereunder, each of such new
Warrant  Certificates to be dated the date of such exchange and to represent the

                                      -29-
right to purchase  such number of Warrant  Shares as shall be designated by said
holder hereof at the time of such surrender.

     (c)  Transferability.  Subject to the first sentence of Section 3(a) above,
the last  sentence of this  Section  3(c) and to  restrictions  contained in the
Securities  Act and any  applicable  state  securities or "blue sky" laws,  each
Warrant represented by this Warrant Certificate is transferrable, in whole or in
part,  at the option of the holder  hereof,  when this  Warrant  Certificate  is
surrendered,  together with the Form of Assignment  attached hereto, duly filled
in and signed, at the offices of the Company specified in or pursuant to Section
4(d)  hereof.  Upon  such  surrender,   the  Company  shall  issue  new  Warrant
Certificate(s)  pursuant to Section 3(a) hereof.  Notwithstanding the foregoing,
no Warrant may be  transferred  by the Investor,  other than to its  Affiliates,
each  of  whom  will  be  thereafter   restricted   (prohibited)   from  further
transferring the same.

     SECTION 4. Vesting, Duration and Exercise of Warrants.

     (a)  Vesting  Requirements.   Notwithstanding   anything  to  the  contrary
contained  herein,  the Warrants may be exercised only after they have vested in
accordance  with the provisions of this Section 4(a), it being  understood  that
the Warrants shall vest as follows (each  hereinafter  referred to as a "Vesting
Date"):

     (i) Warrants to purchase 1,750,000 shares of Common Stock shall vest on the
date hereof;

     (ii)  Warrants to purchase an  additional  250,000  shares of Common  Stock
shall vest on April 22, 2002,  provided,  and on the condition  that, as of such
date, there is then due and owing to either: (x) Northfork Bank (the "Bank") any
amounts advanced by the Bank to the Company pursuant to that certain  Promissory
Note, dated the date hereof,  between the Bank and the Company (the "Note");  or
(y) to the Investor any amounts advanced by the Investor to the Company pursuant
to that certain Loan Agreement,  dated the date hereof,  between the Investor to
the Company (the "Loan Agreement")

     (iii)  Warrants to purchase an  additional  250,000  shares of Common Stock
shall vest on July 22, 2002,  provided,  and on the  condition  that, as of such
date,  there is then due and owing to either:  (x) the Bank any amounts advanced
by the Bank to the Company pursuant to the Note; or (y) the Investor any amounts
advanced by the Investor to the Company pursuant to the Loan Agreement; and

     (iv)  Warrants to purchase an  additional  250,000  shares of Common  Stock
shall vest on October 22, 2002, provided,  and on the condition that, as of such
date,  there is then due and owing to the Bank any amounts  advanced by the Bank
to the Company pursuant to the Loan Agreement; and

     (v) Any Warrants  which have failed to vest as of any of the Vesting  Dates

                                      -30-
set forth  hereinabove,  together with any additional  Warrants which could have
otherwise vested  thereafter,  shall  automatically be and become void and of no
further value, force and/or effect.

     (b) Exercise. Subject to the provisions of Section 4(a) hereof, each of the
warrants shall be  exercisable by the registered  holder thereof on any business
day before 5:00 P.M., Eastern Standard Time, on or prior to the Expiration Date.
At 5:00 P.M.,  Eastern  Standard Time, on the Expiration  Date, each Warrant not
exercised  prior thereto shall be and become void and of no value,  force and/or
effect.

     (c) Subject to the provisions of this Warrant Certificate,  including:  (i)
the provisions of Section 4(a) hereof;  and (ii) the adjustment to the number of
Warrant  Shares  issuable on the  exercise of each  Warrant and to the  Exercise
Price thereof,  all pursuant to Section 8 hereof, the holder of each Warrant, on
or prior to the  Expiration  Date,  shall  have the right to  purchase  from the
Company (and the Company  shall be obligated to issue and sell to such holder of
a  Warrant),  at the  Exercise  Price,  one fully paid  Warrant  Share  which is
non-assessable.

     (d) Upon surrender of this Warrant  Certificate,  with the Form of Election
to  Purchase  duly  filled in and  signed,  to the Company at its offices at 100
Quentin  Roosevelt  Boulevard,  Garden City, New York 11530 (to the attention of
its Secretary,  with a copy to the attention of its General Counsel), or at such
other  address as the  Company  may  specify  in writing to the then  registered
holder(s) of the Warrants,  and payment of the Exercise Price  multiplied by the
number of Warrant  Shares then issuable upon the exercise of the Warrants  being
exercised,  in lawful money of the United States of America, all as specified by
the holder of this Warrant Certificate in the Form of Election to Purchase,  the
Company shall  promptly cause to be issued and delivered to, or upon the written
order of, the registered  holder of such Warrants,  and in such name or names as
such  registered  holder may  designate,  a certificate  for the Warrant  Shares
issued upon such exercise of such Warrants. Any Person so designated to be named
therein  shall be deemed to have  become  the  holder of record of such  Warrant
Shares as of the Date of Exercise of such Warrants.

     (e) In addition  to the method of payment set forth in Section  4(d) above,
and in lieu of any  cash  payment  required  thereunder,  the  holder(s)  of the
Warrants  shall have the right,  at any time and from time to time  (subject  to
such holder(s) then having Warrants to purchase a sufficient number of shares of
Common  Stock as to allow for the  payment  as  provided  for  hereinbelow),  to
exercise the Warrants (in a broker assisted, cashless exercise transaction or by
such other method as may then be reasonably  acceptable to the Company), in full
or in part, by surrendering this Warrant Certificate, in the manner specified in
Section 4(d) above, as payment of the aggregate Exercise Price for the number of
Warrants  then being  exercised  by such  holder.  The number of  Warrants to be
surrendered  in  payment  of the  aggregate  Exercise  Price  for the  number of
Warrants then being  exercised by such holder shall be determined by multiplying
the number of Warrants to be exercised by the Exercise Price,  and then dividing
the product  thereof by an amount  equal to the Market Price per share of Common
Stock.  Solely for the  purposes of this  Section  3(e),  Market  Price shall be
either:  (i) the Market Price on the date on which the Form of Election attached
hereto is deemed to have been sent to the Company  pursuant to the provisions of

                                      -31-
Section 11 hereof (the "Notice  Date");  or (ii) the average of the Market Price
for each of the five trading days preceding the Notice Date, whichever of (i) or
(ii) is greater.

     (f)  The  Warrants   evidenced  by  this  Warrant   Certificate   shall  be
exercisable,  either as an entirety or for a portion thereof,  from time to time
after the applicable  Vesting Date, for the number of Warrants evidenced by this
Warrant Certificate.  If less than all of the Warrants evidenced by this Warrant
Certificate  are exercised at any time, the Company shall issue, at its expense,
a new  Warrant  Certificate,  in  substantially  the same  form as this  Warrant
Certificate,  for the  remaining  number of Warrants  evidenced  by this Warrant
Certificate.

     SECTION 5.  Payment of Taxes.  The Company  will pay all transfer and stock
issuance  taxes  attributable  to the initial  issuance,  only,  of the Warrants
and/or the Warrant Shares,  or the initial  issuance or delivery of certificates
for Warrant Shares or other securities in respect of the Warrant Shares upon the
exercise of Warrants,  provided  that the Company  shall not be obligated to pay
any taxes due or  payable as a result of the  transfer,  by the  holder,  of any
Warrants or Warrant Shares.

     SECTION  6.  Mutilated  or Missing  Warrant  Certificate.  If this  Warrant
Certificate shall be mutilated,  lost, stolen or destroyed,  upon request by the
registered  holder of the Warrants,  the Company will issue, in exchange for and
upon cancellation of the mutilated Warrant  Certificate,  or in substitution for
the lost, stolen or destroyed Warrant Certificate, a new Warrant Certificate, in
substantially  the same  form as this  Warrant  Certificate,  of like  tenor and
representing the equivalent number of Warrants,  but, in the case of loss, theft
or  destruction,  only upon receipt of evidence  satisfactory  to the Company of
such loss, theft or destruction of this Warrant Certificate and, if requested by
the Company, an indemnity also satisfactory to it.

     SECTION 7. Reservation and Issuance of Warrant Shares. (a) The Company will
at all  times  have  authorized,  and  reserve  and keep  available,  free  from
preemptive  rights,  for the purpose of enabling it to satisfy any obligation to
issue Warrant Shares upon the exercise of the Warrants,  the number of shares of
Warrant Shares  deliverable upon the exercise of the Warrants.  The Company will
not, however,  be required to cause any of the Warrant Shares to be listed (upon
issuance or notice of issuance) on any stock exchange.

     (b) Before  taking any action which could cause an  adjustment  pursuant to
Section 8 hereof  reducing the Exercise  Price below the then par value (if any)
of the Warrant Shares,  the Company will use its reasonable,  good faith efforts
to take any  corporate  action  which may be necessary in order that the Company
may validly and legally  issue,  at the Exercise  Price as so adjusted,  Warrant
Shares that are fully paid and non-assessable.

     (c) The Company  covenants that all Warrant  Shares will,  upon issuance in
accordance with the terms of this Warrant Certificate,  be: (i) duly authorized,
fully  paid and  nonassessable;  (ii) free from all taxes  with  respect  to the
issuance thereof and from all liens,  charges and security  interests created by
the Company; and (iii) subject only to the restrictions on transfer contained in
the Securities Act,  applicable  state securities or "blue sky" laws and Section
3(c) hereof, freely transferrable.

                                      -32-
SECTION 8.  Adjustments  of  Exercise  Price and  Number of Warrant  Shares
Deliverable.

     8.1 The number of Warrant  Shares  purchaseable  upon the  exercise  of the
Warrants  and the Exercise  Price with  respect to such Warrant  Shares shall be
subject to adjustment as follows:

     (a) In case the Company  shall:  (i)  subdivide its  outstanding  shares of
Common Stock through stock split or otherwise;  or (ii) combine its  outstanding
shares of Common  Stock  into a smaller  number of shares of Common  Stock,  the
number  and/or  nature of Warrant  Shares  purchasable  upon the exercise of the
Warrants  immediately prior thereto shall be adjusted so that the holder of this
Warrant  Certificate shall be entitled to receive the kind and number of Warrant
Shares or other securities of the Company which it would have owned or have been
entitled to receive  after the happening of any of the events  described  above,
had the Warrants been exercised immediately prior to the happening of such event
or any record date with respect  thereto.  An  adjustment  made pursuant to this
subparagraph (a) shall become  effective  retroactively as of the record date of
such event.

     (b) In the case of any reclassification,  capital  reorganization or change
in the Common Stock (other than as a result of a subdivision  or  combination as
provided  for  in  Subsection  8.1(a)  above),  then,  as a  condition  of  such
reclassification,  reorganization or change, lawful provision shall be made, and
duly executed  documents  evidencing  the same from the Company or its successor
shall be  delivered  to the  holder of this  Warrant  Certificate,  so that such
holder  shall have the right,  at any time prior to the  Expiration  Date of the
Warrants,  to purchase, at a total price equal to that payable upon the exercise
of this  Warrant  Certificate,  the kind and amount of shares of stock and other
securities  and property  receivable in connection  with such  reclassification,
reorganization  or  change  by a holder  of the same  number of shares of Common
Stock  as were  purchasable  by the  holder  hereof  immediately  prior  to such
reclassification,  reorganization  or  change.  In any  such  case,  appropriate
provisions shall be made with respect to the rights and interests of such holder
so that the provisions hereof shall thereafter be applicable with respect to any
shares of stock or other  securities and property  deliverable upon the exercise
hereof,  and  appropriate  adjustments  shall be made to the Exercise  Price per
share payable hereunder,  provided the aggregate purchase price shall remain the
same.  Any  adjustment  made  pursuant  to this  subparagraph  (b) shall  become
effective retroactively as of the record date of such event.

     (c) Whenever the number of Warrant Shares  purchasable upon the exercise of
the  Warrants is  adjusted,  as provided  for in this  Section 8.1, the Exercise
Price with respect to the Warrant Shares shall be adjusted by  multiplying  such
Exercise Price immediately prior to such adjustment by a fraction, the numerator
of which shall be the number of Warrant Shares  purchasable upon the exercise of
the Warrants immediately prior to such adjustment,  and the denominator of which
shall be the number of Warrant Shares so purchasable immediately thereafter.

                                      -33-
(d) When any  adjustment  is  required  to be made in the number or kind of
shares  purchasable upon the exercise of the Warrants,  or in the Exercise Price
thereof,  the  Company  shall  promptly  notify  the  holder  (of  this  Warrant
Certificate)  of such event and of the number of shares of Common Stock or other
securities or property thereafter purchasable upon exercise of the Warrants.

     8.2 No adjustment in the number of Warrant  Shares  purchasable  under this
Warrant Certificate or in the Exercise Price with respect to the Warrant Shares,
shall be required unless such  adjustment  would require an increase or decrease
of at least 1% in the number of Warrant Shares issuable upon the exercise of the
Warrants,  or in  the  Exercise  Price  thereof;  provided,  however,  that  any
adjustments  which,  by reason of this Section 8.2, are not required to be made,
shall be carried  forward and taken into account in any  subsequent  adjustment.
All final  results  of  adjustments  to the  number of  Warrant  Shares  and the
Exercise Price thereof shall be rounded to the nearest one thousandth of a share
or the nearest cent, as the case may be.

     SECTION 9. No Stock Rights. No holder of this Warrant Certificate, as such,
shall be entitled  to vote or be deemed the holder of Common  Stock or any other
securities  of the Company  which may at any time be  issuable  on the  exercise
hereof,  nor shall  anything  contained  herein be  construed to confer upon the
holder of this Warrant Certificate,  as such, the rights of a stockholder of the
Company or the right to vote for the  election of  directors  or upon any matter
submitted to stockholders at any meeting thereof, or give or withhold consent to
any corporate action or to receive notice of meetings or other actions affecting
stockholders   (except  as  provided   herein),   or  to  receive  dividends  or
subscription  rights or  otherwise,  until the Date of Exercise of any  Warrants
shall have occurred.

     SECTION 10. Fractional  Shares.  The Company shall not be required to issue
fractions  of  shares  of Common  Stock  upon the  exercise  of  Warrants  or to
distribute  certificates  which evidence  fractional  shares of Common Stock. In
lieu of  fractional  shares of Common  Stock,  the Company shall pay to the then
holder of this  Warrant  Certificate  (as of the Date of  Exercise) an amount in
cash  equal to the same  fraction  of the  Market  Value of the shares of Common
Stock calculated with respect to such Date of Exercise.

     SECTION   11.   Notices.   All   notices,   requests,   demands  and  other
communications  relating to this Warrant  Certificate  shall be in writing,  and
shall be  forwarded  by first  class mail,  return  receipt  requested,  postage
prepaid,  or by personal delivery  (including  deliveries by express,  overnight
courier  service)  addressed:  (a)  if  to  the  registered  holder  hereof,  to
it/him/her at the address furnished by the registered holder to the Company; and
(b) if to the  Company,  to it at 100 Quentin  Roosevelt  Boulevard,  Suite 508,
Garden City, New York 11530; Attention: Secretary of the Company (with a copy to
be  simultaneously  forwarded to the attention of the Company's General Counsel)
or to such other  address as any party shall  notify the other party in writing,
and shall be effective,  in the case of written notice by mail, three days after
placement  into the mails (first  class,  postage  prepaid),  and in the case of
personal delivery, on the same day as receipt is confirmed.

     SECTION 12. Binding Effect.  This Warrant Certificate shall be binding upon
and inure to the sole and  exclusive  benefit  of the  Company,  its  successors

                                      -34-
and/or  assigns,  and the registered  holder or holders from time to time of the
Warrants and the Warrant Shares, and each of their respective  successors and/or
assigns.

     SECTION 13. Survival of Rights and Duties.  This Warrant  Certificate shall
terminate  and be of no further  force and  effect on the  earlier of 5:00 P.M.,
Eastern  Standard Time, on the  Expiration  Date or the date on which all of the
Warrants  have been  exercised,  except  that the  provisions  of  Section 2 and
Section 3 shall continue in full force and effect after such termination date.

     SECTION 14. Governing Law. This Warrant  Certificate  shall be construed in
accordance  with,  and governed by the  internal  laws of, the State of New York
(i.e., without regard to its conflicts of law rules).

     SECTION 15.  Counterparts.  This Warrant Certificate may be executed in two
or more counterparts  each of which,  when taken together,  shall constitute one
and the same instrument.

         [The remainder of this page has been intentionally left blank.]

                                      -35-
IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
executed by its officer thereunto duly authorized as of the date hereof.

                                               EMERGING VISION, INC.,
                                               a New York corporation

                                               By:  ___________________________
                                                     Robert Hillman, President

Accepted and agreed to this 23th day of January, 2002.

HORIZON INVESTORS CORP.

By:  ____________________________
     Name:  Benito R. Fernandez
     Title: President

                                      -36-
FORM OF ELECTION TO PURCHASE

     (To Be  Executed  by the  holder of  Warrants  if such  holder  Desires  to
Exercise Warrants Evidenced by the Foregoing Warrant Certificate)

To Emerging Vision, Inc.:

     The  undersigned  hereby  irrevocably  elects  to  exercise   _____________
Warrants  evidenced by the foregoing  Warrant  Certificate  for, and to purchase
thereunder,  ___________________  full  shares of  Common  Stock  issuable  upon
exercise of said Warrants, hereby delivers to the Company a check, in the amount
of $_________  (as provided for in the foregoing  Warrant  Certificate)  and any
applicable   taxes  payable  by  the   undersigned   pursuant  to  such  Warrant
Certificate.

     The undersigned requests that certificates for such shares be issued in the
name of

                                              PLEASE INSERT SOCIAL SECURITY
                                              OR TAX IDENTIFICATION NUMBER

-------------------------------               ------------------------------
(Please print name and address)               ______________________________

-----------------------------------------------------------------

     If the total  said  number  of  Warrants  shall not be all of the  Warrants
evidenced by the foregoing Warrant Certificate,  the undersigned requests that a
new Warrant  Certificate  evidencing  the Warrants not so exercised be issued in
the name of and delivered to

-----------------------------------------------------------------
                         (Please print name and address)
-----------------------------------------------------------------

         Name of holder
         of Warrant (Print):        ________________________________________
         (By:)                      ________________________________________
         (Title:)                   ________________________________________

Dated:   ______________, 20__

                                      -37-
FORM OF ASSIGNMENT

     FOR  VALUE  RECEIVED,   ___________________________________  hereby  sells,
assigns and  transfers to each assignee set forth below all of the rights of the
undersigned in and to the number of Warrants (as defined in and evidenced by the
foregoing  Warrant  Certificate)  set forth  opposite the name of such  assignee
below,  and in and to the  foregoing  Warrant  Certificate  with respect to said
Warrants  and the shares of Common  Stock  issuable  upon the  exercise  of said
Warrants:

Name of Assignee                    Address                  Number of Warrants
----------------                    -------                  ------------------

     If the total  number  of said  Warrants  shall  not be all of the  Warrants
evidenced by the foregoing Warrant Certificate,  the undersigned requests that a
new Warrant Certificate evidencing the Warrants not so assigned be issued in the
name of and delivered to the undersigned.

                     Name of
                     holder of Warrant (Print): ____________________________
                     (By:)                      ____________________________
                     (Title:)                   ____________________________

Dated: _________________, 20__

                                      -38-
Exhibit A

     1. The Company hereby agrees to: (i) use its reasonable, good faith efforts
to prepare  for  filing and file with the  Securities  and  Exchange  Commission
("SEC") under the Securities  Act, on or before the expiration of the sixty (60)
day period immediately following the issuance of the Warrants to the Investor, a
registration  statement  on Form S-1 or Form S-2 or,  if such Form S-1 or S-2 is
unavailable,  on any other appropriate form (the "Registration Statement"),  for
the purpose of  registering  for resale with the SEC, on behalf of the  Investor
(hereinafter referred to as the "Shareholder"), the Warrant Shares; and (ii) use
its reasonable,  good faith efforts to have the Registration  Statement declared
effective  as promptly  thereafter  as is  reasonably  practicable.  The Company
further  agrees to use its  reasonable,  good  faith  efforts  to  maintain  the
effectiveness of the Registration  Statement,  and to promptly file with the SEC
any supplements or  post-effective  amendments  thereto which may be required in
order to  maintain  such  effectiveness,  for a period  of not less than two (2)
years from the date  hereof.  The  Company  hereby  agrees to bear all  expenses
associated with the Registration Statement,  other than the fees and expenses of
the Shareholder  (and its attorneys and  accountants)  incurred in the review of
the  Registration  Statement  and/or  the sale of the  Warrant  Shares,  and any
broker-dealers,  agents or underwriters  who participate in any sales of Warrant
Shares by such  Shareholder  thereunder.  The  Company  agrees to furnish to the
Shareholder  such  number  of  copies  of  such  Registration   Statement,   the
preliminary  prospectus  and final  prospectus  included  therein and such other
documents as the Shareholder  may reasonably  request in order to facilitate the
disposition of the Warrant Shares.  If the Company has delivered  preliminary or
final prospectuses to the Shareholder and after having done so the prospectus is
amended to comply with the requirements of the Securities Act, the Company shall
immediately  notify the  Shareholder  in writing and, if requested in writing by
the Company,  the Shareholder  shall  immediately cease making offers of Warrant
Shares and promptly return all prospectuses to the Company;  provided,  however,
that the Company  shall use its  reasonable,  good faith  efforts to  thereafter
promptly prepare and provide the Shareholder with a sufficient number of revised
prospectuses and,  immediately  following receipt of such revised  prospectuses,
the Shareholder shall be free to resume making offers of the Warrant Shares.

     2. The  Shareholder  agrees,  at  its/his/her  sole  cost and  expense,  to
promptly  furnish to the  Company  any  information  that each of counsel to the
Shareholder  and/or counsel to the Company determines should be disclosed in the
Registration  Statement.  In addition, from time to time after the filing of the
Registration  Statement,  the Shareholder shall promptly advise the Company,  in
writing, of any material changes in any such information  (previously  furnished
to the Company  hereunder)  and any additional  information  that may be legally
required to ensure that the information contained in such Registration Statement
regarding the Shareholder is true and correct in all material  respects and does
not omit to state a fact necessary to make the statements  contained therein not
misleading.

     3. The Company agrees to indemnify, to the fullest extent permitted by law,
the Shareholder  and its officers,  directors and affiliates and each person who
controls  the  Shareholder  within  the  meaning  of the  Securities  Act or the
Securities  Exchange Act of 1934, as amended  (the"Exchange  Act"),  directly or

                                      -39-
indirectly, against all losses, claims, damages, liabilities and expenses, joint
or  several,  that arise out of or are based  upon any untrue or alleged  untrue
statement of material fact contained in the Registration  Statement,  prospectus
or preliminary  prospectus,  or any amendment thereof or supplement  thereto, or
any  omission  or alleged  omission  of a material  fact  required  to be stated
therein or  necessary  to make the  statements  therein not  misleading,  except
insofar  as the same  arise  out of,  are  based  upon or are  contained  in any
information  furnished in writing to the Company by such  Shareholder  expressly
for use therein.

     4. In  connection  with any  Registration  Statement  in which the  Warrant
Shares  are  being  registered  and as may,  from  time to time,  reasonably  be
requested by the  Company,  the  Shareholder  shall  furnish to the Company,  in
writing,  such information and affidavits as the Company reasonably requests for
use  in  connection  with  any  such  Registration   Statement,   prospectus  or
preliminary  prospectus and/or to maintain the effectiveness thereof and, to the
extent  permitted by law,  the  Shareholder  shall  indemnify  the Company,  its
directors  and  officers  and each person who  controls  the Company  within the
meaning of the Securities Act or the Exchange Act,  against any losses,  claims,
damages,  liabilities and expenses,  joint or several,  that arise out of or are
based upon any untrue or alleged untrue  statement of material fact contained in
the  Registration  Statement,  prospectus  or  preliminary  prospectus,  or  any
amendment thereof or supplement  thereto, or any omission or alleged omission of
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein  not  misleading,  but only to the extent  that such  untrue
statement  or omission is  contained  in any such  information  or  affidavit so
furnished in writing to the Company by the Shareholder  expressly for use in the
Registration Statement.

     5. The  Shareholder  and the Company  each shall:  (i) give prompt  written
notice to the  indemnifying  party of any claim  with  respect to which it seeks
indemnification;  and  (ii)  unless,  in  such  indemnified  party's  reasonable
judgment,  a conflict of interest  between  such  indemnified  and  indemnifying
parties may exist with respect to such claim,  permit such indemnifying party to
assume the defense of such claim with  counsel  reasonably  satisfactory  to the
indemnified party. If such defense is assumed,  the indemnifying party shall not
be subject to any liability for any  settlement  made by the  indemnified  party
without its consent  (but such consent will not be  unreasonably  withheld).  An
indemnifying  party who is not entitled to, or elects not to, assume the defense
of a claim shall not be  obligated to pay the fees and expenses of more than one
counsel for all parties  indemnified by such indemnifying  party with respect to
such claim  unless,  in the  reasonable  judgment of any  indemnified  party,  a
conflict of interest may exist between such  indemnified  party and any other of
such  indemnified  parties  with  respect to such claim.  Failure to give prompt
written  notice shall not release the  indemnifying  party from its  obligations
hereunder.

     6. The indemnification  provided for in or pursuant to this Exhibit A shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf of the indemnified party or any officer,  director or controlling  person
of such indemnified party and shall survive the transfer of the Warrant Shares.

     7. If the indemnification  provided for in or pursuant to this Exhibit A is
due  in  accordance  with  the  terms  hereof,  but is  held  by a  court  to be
unavailable  or  unenforceable  in  respect  of  any  losses,  claims,  damages,
liabilities or expenses  referred to herein,  then each applicable  indemnifying

                                      -40-
party, in lieu of indemnifying such indemnified  party,  shall contribute to the
amount  paid or payable by such  indemnified  party as a result of such  losses,
claims,  damages,  liabilities or expenses, in such proportion as is appropriate
to reflect the relative fault of the indemnifying party, on the one hand, and of
the  indemnified  party on the  other,  in  connection  with the  statements  or
omissions which result in such losses, claims, damages, liabilities or expenses,
as well as any other relevant  equitable  considerations.  The relative fault of
the  indemnifying  party, on the one hand, and of the indemnified  person on the
other,  shall be determined  by reference  to, among other  things,  whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying  party or by the indemnified  party,  and by such party's  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such statement or omission.

     8. With a view to making  available to the Shareholder the benefits of Rule
144 promulgated under the Securities Act and any other rule or regulation of the
SEC that may at any time permit the  Shareholder  to sell the Warrant  Shares to
the  public  without  registration,  for a period of not less than two (2) years
from the date  hereof,  the  Company  agrees to use its  reasonable,  good faith
efforts to: (1) make and keep available public  information,  as those terms are
understood and defined in Rule 144; (2) file with the SEC in a timely matter all
reports and other documents  required of the Company under the Exchange Act; and
(3) upon the request of the  Shareholder,  promptly deliver to the Shareholder a
written  statement  as to  whether it has  complied  with such  information  and
requirements.

     9. If  requested  by the  Shareholder,  within 5  business  days  after the
Company's  receipt of written  notice from the  Shareholder  of its intention to
effect a transfer of any of the Warrant Shares,  which notice shall describe the
manner and  circumstances  of the  proposed  transfer  and be  accompanied  by a
certificate or certificates  and/or an opinion of counsel reasonably  acceptable
to the General  Counsel of the Company and  customary  in  connection  with such
transfers  regarding  the  exemption  pursuant to which such Warrant  Shares are
being  transferred,  the  General  Counsel  of the  Company  shall  issue to the
Shareholder  and, if necessary to effect the transfer,  the  Company's  transfer
agent, an opinion which shall be reasonably satisfactory to the Shareholder that
the  proposed  transfer  may be effected  without  registration  of such Warrant
Shares under the Securities Act.

                                      -41-
PLEDGE AGREEMENT (the  "Agreement"),  dated as of the 23rd day of January ,
2002, made by EMERGING VISION , INC., a New York corporation having an office at
100 Quentin Roosevelt Boulevard, Garden City, New York 11530 (the "Pledgor"), to
and in favor of HORIZON INVESTORS CORP., a New York corporation ("Horizon"), and
Mr. Benito R. Fernandez (the "Guarantor" and, together with Horizon, hereinafter
collectively referred to as the "Pledgee"), both having an office at 2830 Pitkin
Avenue, Brooklyn, New York 11208.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the Pledgor,  simultaneously  herewith,  is obtaining a loan from
North Fork Bank,  Melville,  New York (the  "Bank"),  the  repayment of which is
secured,  in part, by a Guaranty made by the Guarantor in favor of the Bank (the
"Guaranty"); and

     WHEREAS,  the Pledgor and Horizon,  simultaneously  herewith,  are entering
into a certain  Loan  Agreement,  dated the date hereof (the "Loan  Agreement"),
pursuant to which Horizon is providing to the Pledgor a certain credit  facility
(the "Credit Facility") and, in connection therewith, has agreed to make certain
loans to the  Pledgor,  each of  which  loans  are to be  evidenced  by  certain
Negotiable  Promissory  Notes  (collectively,  the  "Notes"),  to be made by the
Pledgor in favor of Horizon (the indebtedness and obligations to be evidenced by
the Notes, together with: (i) any and all renewals,  extensions or substitutions
of the Notes; (ii) any and all other loans,  advances or extensions of credit of
every type,  kind or nature made by Pledgee to the Pledgor at any time,  whether
or not the same are evidenced by like promissory  notes or otherwise;  and (iii)
any and all costs and expenses  incurred by Pledgee to collect and enforce:  (x)
any  indebtedness  or  obligation  evidenced by the Notes or  otherwise  secured
hereby; (y) the provisons of this Agreement including,  without limitation,  all
sums to become payable by the Pledgor to the Pledgee  pursuant to the provisions
of Section 12 hereof; and/or (z) the provisions of the Loan Agreement including,
but not limited to, Section 8.1 thereof, being hereinafter collectively referred
to as the "Obligations"); and

     WHEREAS,  the Pledgor is the owner and holder of those  certain  Promissory
Notes more particularly described on Exhibit A annexed hereto (collectively, the
"Pledged Debt").

     NOW, THEREFORE, in consideration of the premises and in order to induce the
Pledgee to enter into the Loan  Agreement  and to make the loans to be evidenced
by the Notes, the Pledgor hereby agrees as follows:

     SECTION 1. Pledge. The Pledgor hereby pledges to the Pledgee, and grants to
the Pledgee a security interest in, the following (the "Pledged Collateral"):

                                    EXHIBIT D

                                      -42-
(i) the Pledged Debt and the  instruments  evidencing the Pledged Debt, and
all interest,  cash,  instruments and other property from time to time received,
receivable or otherwise  distributed  in respect of, or in exchange for, any and
all of the Pledged Debt; and

     (ii)  all  proceeds  of any and all of the  foregoing  (including,  without
limitation, proceeds that constitute property of the types described above).

     SECTION 2. Security for Obligations.  This Agreement secures the payment of
all  Obligations  of the  Pledgor  now or  hereafter  existing  in  favor of the
Pledgee.  Without  limiting the  generality  of the  foregoing,  this  Agreement
secures the payment of all amounts which  constitute part of the Obligations and
would be owed by the  Pledgor  to the  Pledgee  under the Notes  and/or the Loan
Agreement,  but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy,  reorganization or similar  proceeding  involving
the Pledgor.

     SECTION  3.  Delivery  of  Pledged  Collateral.  A copy of all  instruments
representing or evidencing the Pledged Collateral shall be delivered to and held
by or on behalf of the Pledgee pursuant hereto and shall be in suitable form for
transfer by delivery,  or shall be accompanied  by duly executed  instruments of
transfer  or  assignments  in  blank,  all  in  form  and  substance  reasonably
satisfactory to the Pledgee.

     SECTION 4.  Representations  and  Warranties.  The Pledgor  represents  and
warrants as follows:

     (a)  The  Pledgor  is  the  legal  and  beneficial  owner  of  the  Pledged
Collateral,  free and  clear of any  lien,  security  interest,  option or other
charge  or  encumbrance,  except  for  the  security  interest  created  by this
Agreement;

     (b) The pledge of the Pledged  Debt  pursuant to this  Agreement  creates a
valid and perfected  security interest in the Pledged  Collateral,  securing the
payment of the Obligations;

     (c) No  consent  of any other  person or entity,  and no  authorization  or
approval of, and no notice to, any governmental  authority or regulatory body is
required:  (i) for the pledge by the Pledgor of the Pledged Collateral  pursuant
to  this  Agreement  or for  the  execution,  delivery  or  performance  of this
Agreement by the Pledgor; (ii) for the perfection or maintenance of the security
interest  created  hereby ; or (iii) for the  exercise,  by the Pledgee,  of the
remedies in respect of the Pledged Collateral pursuant to this Agreement; and

     (d) The Pledgor has,  independently  and without  reliance upon the Pledgee
and based upon such documents and information as it has deemed appropriate, made
its own analysis and decision to enter into this Agreement.

                                      -43-
SECTION 5. Further  Assurances.  The Pledgor  agrees that,  at any time and
from time to time,  at the expense of the  Pledgor,  the Pledgor  will  promptly
execute and deliver all further instruments and documents,  and take all further
action that may be necessary or  desirable,  or that the Pledgee may  reasonably
request,  in order to perfect  and  protect  any  security  interest  granted or
purported to be granted  hereby or to enable the Pledgee to exercise and enforce
its/his rights and remedies hereunder with respect to any Pledged Collateral.

     SECTION 6. Principal and Interest.

     (a) So long as no default (after any required  notice and the expiration of
any  applicable  cure  and/or  grace  provision)  shall  have  occurred  and  be
continuing hereunder and/or under the Notes and/or under the Loan Agreement, the
Pledgor  shall be entitled to: (i) retain the  originally  executed copy of each
Promissory Note constituting Pledged Debt hereunder; and (ii) receive and retain
any and all  installments  of  principal  and  interest  paid in  respect of the
Pledged Debt.

     (b) Upon the occurrence and during the  continuance of a default (after any
required  notice  and  the  expiration  of  any  applicable  cure  and/or  grace
provision) under any of the Notes and/or the Loan Agreement:

     (i) The Pledgor shall deliver to the Pledgee the  originally  executed copy
of each Promissory Note constituting Pledged Debt;

     (ii) All rights of the  Pledgor  to  receive  the  interest  and  principal
payments which it would  otherwise be authorized to receive and retain  pursuant
to Section 6(a) hereof shall cease,  and all such rights shall thereupon  become
vested in the Pledgee which shall  thereupon  have the sole right to receive and
hold, as Pledged Collateral, such interest and principal payments; and

     (iii) All interest and principal payments which are received by the Pledgor
contrary to the  provisions of clause (i) of this Section 6(b) shall be received
in trust for the benefit of the Pledgee, shall be segregated from other funds of
the  Pledgor  and  shall  be  forthwith  paid  over to the  Pledgee  as  Pledged
Collateral in the same form as so received (with any necessary endorsement).

     SECTION 7. Transfers and Other Liens.  The Pledgor agrees that it will not:
(i) sell,  assign (by operation of law or otherwise) or otherwise dispose of, or
grant any option with respect to, any of the Pledged Collateral;  or (ii) create
or  permit  to exist  any lien,  security  interest,  option or other  charge or
encumbrance  upon or with respect to any of the Pledged  Collateral,  except for
the security interest granted by this Agreement.

     SECTION 8. Pledgee Appointed Attorney-in-Fact.  The Pledgor hereby appoints
the Pledgee as the Pledgor's attorney-in-fact,  with full authority in the place
and stead of the Pledgor and in the name of the Pledgor or otherwise,  from time

                                      -44-
to time,  upon the occurrence and during the continuance of a default (after any
required  notice  and  the  expiration  of  any  applicable  cure  and/or  grace
provision)  under this  Agreement,  the Loan Agreement  and/or the Notes, in the
Pledgee's discretion, to take any action and to execute any instrument which the
Pledgee may deem  necessary  or  advisable  to  accomplish  the purposes of this
Agreement  (subject  to the  rights  of the  Pledgor  under  Section 6 hereof ),
including,  without limitation,  to receive, endorse and collect all instruments
made payable to the Pledgor  representing any interest and/or principal  payment
or other distribution in respect of the Pledged Collateral, or any part thereof,
and to give a full discharge for the same.

     SECTION 9.  Pledgee  May  Perform.  If the  Pledgor  fails to  perform  any
agreement  contained herein,  the Pledgee may itself/himself  perform,  or cause
performance  of, such  agreement,  and the  expenses of the Pledgee  incurred in
connection  therewith shall be payable by the Pledgor  pursuant to Section 12 of
this Agreement.

     SECTION  10. The  Pledgee's  Duties.  The powers  conferred  on the Pledgee
hereunder are solely to protect its interest in the Pledged Collateral and shall
not impose any duty upon it/him to exercise any such powers. Except for the safe
custody of any Pledged  Collateral in its/his  possession and the accounting for
moneys actually received by it/him hereunder,  the Pledgee shall have no duty as
to any Pledged  Collateral,  as to ascertaining or taking action with respect to
calls, conversions,  exchanges, maturities, tenders or other matters relative to
any  Pledged  Collateral,  whether or not the  Pledgee  has or is deemed to have
knowledge  of such  matters,  or as to the  taking  of any  necessary  steps  to
preserve rights against any parties or any other rights pertaining to any of the
Pledged  Collateral.  The Pledgee shall be deemed to have  exercised  reasonable
care in the  custody  and  preservation  of any  Pledged  Collateral  in its/his
possession if such Pledged Collateral is accorded treatment  substantially equal
to that which the Pledgee accords its own property.

     SECTION 11.  Remedies  upon  Default.  If any default  (after any  required
notice and the expiration of any applicable cure and or grace  provision)  shall
have occurred  hereunder and/or under any of the Notes and/or the Loan Agreement
and be continuing:

     (a) The Pledgee may  exercise,  in respect of the  Pledged  Collateral,  in
addition to any other rights  and/or  remedies  provided for herein or otherwise
available to it/him,  all of the rights  and/or  remedies of a secured  party on
default under the Uniform  Commercial Code in effect in the State of New York at
that time (the "Code")  (whether or not the Code applies to the affected Pledged
Collateral), and may also sell the Pledged Collateral or any part thereof in one
or more  parcels  at one or more  public  or  private  sales,  at any  exchange,
broker's  board or at any of the Pledgee's  offices or  elsewhere,  for cash, on
credit or for future  delivery,  all upon ten (10) days' prior written notice to
the  Pledgor,  and upon such other terms as the  Pledgee  may deem  commercially
reasonable.  The Pledgor  agrees  that,  to the extent a notice of sale shall be
required by law, at least ten days' prior  written  notice to the Pledgor of the
time and place of any public sale or the time after which any private sale is to
be made,  shall  constitute  reasonable  notification.  The Pledgee shall not be
obligated  to make any sale of Pledged  Collateral  regardless  of any notice of
sale having been given.  The Pledgee may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may,  without further  notice,  be made at the time and place to which it was so
adjourned.

                                      -45-
(b) Any  cash  held by the  Pledgee  as  Pledged  Collateral,  and all cash
proceeds  received by the Pledgee in respect of any sale of, collection from, or
other  realization upon all or any part of the Pledged  Collateral shall be held
by the Pledgee as  collateral  for,  and/or then or at any time  thereafter,  be
applied (after payment of any amounts payable to the Pledgee pursuant to Section
12 hereof) by the  Pledgee  against all or any part of the  Obligations  in such
order as the Pledgee shall elect. Any surplus of such cash or cash proceeds held
by the Pledgee and remaining  after  payment in full of all of the  Obligations,
shall be paid over to the Pledgor or to whomsoever  may be lawfully  entitled to
receive such surplus.

     SECTION 12. Expenses. The Pledgor will, upon demand, pay to the Pledgee the
amount of any and all reasonable  expenses,  including the  reasonable  fees and
expenses of its/his counsel and of any experts and agents, which the Pledgee may
incur in connection with: (i) the  preservation  of, or the sale of,  collection
from,  or  other  realization  upon,  any of the  Pledged  Collateral;  (ii) the
exercise or enforcement of any of the rights of the Pledgee hereunder;  or (iii)
the failure by the Pledgor to perform or observe any of the provisions hereof.

     SECTION 13.  Amendments,  Etc. No amendment  or waiver of any  provision of
this Agreement, and no consent to any departure by the Pledgor herefrom,  shall,
in any event, be effective unless the same shall be in writing and signed by the
Pledgee, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

     SECTION 14. Conflicts.  Notwithstanding  anything to the contrary contained
herein, it is expressly understood and agreed that in the event any of the terms
and/or   provisions  of  this  Pledge   Agreement  shall  conflict  with  or  be
inconsistent with any of the terms and/or provisions of the Loan Agreement,  the
terms and provisions of the Loan Agreement shall control.

     SECTION 15. Notices, Etc. All notices and other communications provided for
hereunder  shall be in writing and mailed (via  certified  mail,  return receipt
requested) or personally delivered (including  deliveries by express,  overnight
courier  service),  if to the Pledgor,  at its address at 100 Quentin  Roosevelt
Boulevard,  Garden City, New York 11530,  Attn:  General Counsel,  and if to the
Pledgee,  at its/his  address at 2830 Pitkin Avenue,  Brooklyn,  New York 11208,
Attn: Mr. Ben Fernandez, or, as to each party, at such other address as shall be
designated  by such  party in a  written  notice to the  other  party.  All such
notices and  communications  shall:  (i) when mailed,  be effective on the third
business day after deposited in the mails, addressed as aforesaid;  or (ii) when
personally delivered, be effective on delivery.

                                      -46-
SECTION 16.  Continuing  Security  Interest;  Assignments under Notes. This
Agreement shall create a continuing  security interest in the Pledged Collateral
and  shall:  (i)  remain in full  force and  effect  until  the  payment  and/or
performance,  in full, of the  Obligations  and all other amounts  payable under
this Agreement and/or the Notes and/or the Loan Agreement;  (ii) be binding upon
the  Pledgor,  its  permitted  successors  and  assigns;  and (iii) inure to the
benefit of, and be enforceable by, the Pledgee, and their respective successors,
transferees  and/or  assigns.  Without  limiting the generality of the foregoing
clause (iii), the Pledgee may assign or otherwise transfer all or any portion of
its/his  rights and  obligations  under this  Agreement  and/or the Notes to any
other person or entity,  and such other person or entity shall thereupon  become
vested  with all of the  benefits  (in respect  thereof)  granted to the Pledgee
herein.  Upon the payment,  in full,  of the  Obligations  and all other amounts
payable under this  Agreement  and/or the Notes and/or the Loan  Agreement,  the
security  interest  granted hereby shall terminate and all rights to the Pledged
Collateral shall revert to the Pledgor.  Upon any such termination,  the Pledgee
will,  at the  Pledgor's  expense,  return to the  Pledgor  such of the  Pledged
Collateral  as shall not have been sold or  otherwise  applied  pursuant  to the
terms  hereof and  execute  and deliver to the  Pledgor  such  documents  as the
Pledgor shall reasonably request to evidence such termination.

     SECTION 17. Governing Law; Terms.  This Agreement shall be governed by, and
construed  and enforced in accordance  with,  the laws of the State of New York,
except as required by mandatory  provisions of law and except to the extent that
the validity or  perfection  of the  security  interest  hereunder,  or remedies
hereunder, in respect of any particular Pledged Collateral,  are governed by the
laws of a  jurisdiction  other  than the  State of New  York.  Unless  otherwise
defined  herein,  terms  defined  in  Article  9 of the Code are used  herein as
therein  defined.  The Pledgor  hereby waives trial by jury in any action and/or
proceeding commenced by the Pledgee hereunder.

     IN WITNESS  WHEREOF,  the  Pledgor  has caused  this  Agreement  to be duly
executed and delivered as of the date first above written.

                                                EMERGING VISION, INC.

                                                By:___________________________
                                                   Robert Hillman, President

                                      -47-
STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NASSAU    )

     On the 21st day of January,  2002,  before me, the undersigned,  personally
appeared Robert Hillman,  personally known to me or proved to me on the basis of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the instrument,  the individual,  or the
person upon behalf of which the individual acted, executed the instrument.

                                           ------------------------------
                                             Notary Public

                                      -48-
CONFIDENTIAL DISCLOSURE AGREEMENT

     THIS  AGREEMENT,  entered into as of the 23rd day of January,  2002, by and
between  EMERGING  VISION,  INC.,  a New York  corporation  with  offices at 100
Quentin Roosevelt Boulevard,  Garden City, New York 11530 ("EMERGING"),  and MR.
BENITO R. FERNANDEZ, an individual having an office c/o Horizon Investors Corp.,
2830  Pitkin  Avenue,  Brooklyn,  New York 11208 (the  "RECIPIENT"):  (i) as the
Guarantor   of   certain  of  the   obligations   of   EMERGING;   and  (ii)  as
agent/representative  for HORIZON INVESTORS CORP., a New York corporation having
an office at 2830 Pitkin Avenue, Brooklyn, New York 11208 ("HORIZON").

                              W I T N E S S E T H:

     WHEREAS,  EMERGING desires to disclose to RECIPIENT and/or afford RECIPIENT
with  access  to  certain  of  EMERGING'S,   non-public,   business  information
(collectively,  "Confidential Information") which is confidential or proprietary
in nature; and

     WHEREAS,  the purpose of such  disclosures of (and/or  providing access to)
the  Confidential  Information  is to afford  HORIZON  the right to monitor  the
financial and/or business  activities of EMERGING,  all as required  pursuant to
the terms of that  certain  Loan  Agreement,  dated  January 23,  2002,  between
EMERGING and HORIZON (the "Loan Agreement"); and

     WHEREAS,  RECIPIENT  agrees to receive the  Confidential  Information  from
EMERGING solely for the purposes described above, under the terms and conditions
contained herein.

     NOW, THEREFORE,  in mutual  consideration of the covenants and premises set
forth herein, the parties hereto do hereby agree as follows:

     1.  RECIPIENT  agrees  not to  hereafter  disclose  to  third  parties,  to
hereafter safeguard and keep the Confidential Information  confidential,  and to
use the  Confidential  Information  solely for the  purposes  described  herein,
except as  otherwise  set forth in  Paragraph 6 hereof  and/or as  EMERGING  may
otherwise agree in writing.

     2. RECIPIENT agrees to segregate all such Confidential Information from the
confidential information of others in order to prevent commingling.

                                   EXHIBIT E

                                      -49-
3. RECIPIENT hereby  acknowledges  that he will receive (or be given access
to) the  Confidential  Information  pursuant to the terms of this  Agreement and
shall,  except as  otherwise  expressly  provided  for herein,  not disclose the
Confidential  Information  to anyone  other  than those of  Horizon's  officers,
directors, employees, agents and/or attorneys with a need to know the same, each
of whom shall be required to execute and  deliver to  RECIPIENT  an  appropriate
written agreement  sufficient to require him/her to comply with all of the terms
and provisions hereof.

     4.  RECIPIENT  shall  treat the  Confidential  Information  as  secret  and
confidential and shall not use the Confidential Information except in accordance
with this Agreement.  RECIPIENT shall safeguard the secrecy and  confidentiality
of the  Confidential  Information  by using the utmost degree of care.  However,
RECIPIENT will not be required to keep confidential any Confidential Information
which is in the public domain.

     5. It is  understood  that by  disclosing  and/or  making the  Confidential
Information available to RECIPIENT, EMERGING does not grant any express, implied
or other license or right, to RECIPIENT,  to use such Confidential  Information,
other  than  as  directed  by  EMERGING  and/or  for  the  purposes  hereinabove
described.

     6. Unless and until an Event of Default shall occur under (and as said term
is defined in) the Loan  Agreement,  RECIPIENT  shall not copy or reproduce  any
portion of the  Confidential  Information  without the prior written approval of
EMERGING; provided, however, that it is specifically understood and agreed that,
from and after (and  during the  continuance  of) an Event of Default  under the
Loan Agreement,  RECIPIENT  and/or HORIZON may copy and/or  reproduce and/or use
any  such   Confidential   Information  in  connection  with  HORIZON'S   and/or
RECIPIENT'S  enforcement  of  its/his  rights  and/or  remedies  under  the Loan
Agreement  and/or  the Pledge  Agreement  executed  by  EMERGING  in  connection
therewith. RECIPIENT shall immediately return all copies and/or summaries of the
Confidential Information (in his possession) to EMERGING, and/or delete the same
from his data bases,  upon EMERGING'S  satisfaction  and discharge of all of its
Obligations under (and as said term is defined in) the Loan Agreement.

     7. In the event RECIPIENT  breaches his  obligations  under this Agreement,
RECIPIENT  acknowledges  that  EMERGING  shall  suffer  irreparable  damage  and
RECIPIENT  therefore  agrees  that  EMERGING  shall  have the  right to seek and
obtain,  without any interference from RECIPIENT,  a temporary restraining order
and/or preliminary  injunction against RECIPIENT,  enjoining further breaches of
this Agreement by RECIPIENT.  Further,  RECIPIENT hereby agrees to indemnify and
hold EMERGING harmless, in the event RECIPIENT breaches this Agreement,  for any
and all damages,  including reasonable attorneys' fees, sustained or incurred by
EMERGING as a result of RECIPIENT'S breach of this Agreement.

     8. This Agreement  shall be governed by, and construed in accordance  with,
the laws of the State of New York without regard to its conflict-of-laws rules.

                                      -50-
9. This Agreement represents the entire  understanding  between the parties
hereto with respect to the Confidential  Information;  and no waiver, alteration
or modification of any of the provisions  hereof shall be binding on the parties
hereto unless in writing and signed by a duly authorized representatives of each
such party.  This Agreement shall be binding on the parties hereto,  and each of
their respective successors and/or assigns.

     IN  WITNESS   WHEREOF,   the  parties  have,   by  their  duly   authorized
representative, executed this Agreement as of the date first set forth above.

                                              EMERGING VISION, INC.

                                              By:
                                                 -------------------------
                                                 Robert Hillman, President

                                              RECIPIENT

                                              By: ______________________
                                                  BENITO R. FERNANDEZ

                                      -51-