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                                                                   Exhibit 10.59

                                October 14, 1999




Cole National Corporation
5915 Landerbrook Drive
Mayfield Heights, OH   44124

Gentlemen:

         This letter agreement (the "1999 Letter Agreement") supplements and
amends in part the letter agreement of April 9, 1993 between me and Cole
National Corporation (the "Company"), a copy of which is attached ("Salary
Continuation Agreement"). I have discussed with Jeffrey Cole my desire to step
down as Vice President and Controller of the Company. After discussion, we have
mutually agreed to the following:

         1.       I agree to remain as an employee of the Company through
                  January 14, 2000 and will not commence employment with any
                  future employer until after that date. Between the date hereof
                  and the close of business on January 14, 2000, I will continue
                  to serve at the discretion of the Board of Directors of the
                  Company as the Vice President, Controller and Chief Accounting
                  Officer of the Company and in such positions with the direct
                  and indirect subsidiaries of the Company as I have on the date
                  hereof. I agree to perform the responsibilities of such
                  positions until such time as the Board of Directors of the
                  Company or an authorized officer of the Company otherwise
                  directs, but in no event later than January 14, 2000. My
                  employment with the Company shall terminate at the close of
                  business on January 14, 2000 and I hereby resign all positions
                  with the Company and each of its subsidiaries effective as of
                  the close of business on January 14, 2000 or such earlier date
                  as may be requested by the Company notwithstanding that I will
                  remain an employee of the Company until the close of business
                  on January 14, 2000.

         2.       In consideration of my performance of my agreement to remain
                  an employee of the Company through the close of business on
                  January 14, 2000 on the terms set forth in Section 1 above,
                  you have agreed as follows:

                  a.       Paragraph L of the Salary Continuation Agreement is
                           amended and restated in its entirety to read as
                           follows:

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                  "L. It is further understood and agreed that in the event my
                  employment with the Company should be terminated (i) by the
                  Company without cause prior to January 14, 2000 ("cause" for
                  this purpose means gross neglect of duty, material breach of
                  this Letter Agreement dated October 13, 1999 or of the Salary
                  Continuation Agreement dated April 9, 1993, dishonesty,
                  disloyalty, the inability to discharge my duties due to
                  alcohol or drug addiction, or other misconduct inimitable to
                  the best interests of the Company) or (ii) I have remained
                  employed by the Company pursuant to and subject to the terms
                  of Section 1 of the Letter Agreement dated October 13, 1999
                  until the close of business on January 14, 2000, I will
                  receive, in full and complete settlement of any claims for
                  compensation which I may have, a continuation of my annual
                  base salary, in effect at the time of the termination of
                  employment, for a period of up to twelve (12) months
                  immediately following such termination, payable in accordance
                  with the Company's payroll schedule; provided, however, that
                  in the event I obtain employment during said twelve (12) month
                  period (and upon obtaining such employment I will promptly
                  notify the Company of same), the payment of any unpaid balance
                  hereunder, effective as of the date of such new employment,
                  shall be:

                  (x)      cancelled if the annual base salary of my new
                           employment equals or exceeds my annual base salary at
                           the Company at the time of my termination; or

                  (y)      reduced to the amount by which my annual base salary
                           at the Company at the time of my termination exceeds
                           the annual base salary of my new employment prorated
                           on the basis of the time remaining in said twelve
                           (12) month period; or

                  (z)      reduced by the amounts of any consulting or
                           self-employment income earned or paid to me during
                           such period.

                  I understand that I will not be entitled to any payments under
                  this Agreement unless (i) my employment is terminated by the
                  Company without cause prior to January 14, 2000 or (ii) I
                  remain employed by the Company pursuant to and subject to the
                  terms of Section 1 of the Letter Agreement dated October 13,
                  1999 until the close of business on January 14, 2000.

                  As used herein, "annual base salary of my new employment"
                  shall equal the greater of (x) the actual annual base salary
                  of my new employment or (y) the average annual base salary
                  payable to persons holding comparable positions as I then do
                  with my new employer with businesses comparable to my then-new
                  employer.

                  It is the intent of this Paragraph L that I will be assured of
                  the payment of an amount at least equal to my annual base
                  salary at the time of my termination at the Company for a
                  period of twelve (12) months following such termination as set
                  forth in subparagraph (i) and (ii) above as applicable,
                  whether through payments from the Company, my new employer, or
                  consulting or self-employment income


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                  or a combination of payments from the Company and my new
                  employer and consulting and self-employment income. Promptly
                  upon obtaining my new employment or consulting or
                  self-employment, I will notify the Company of that fact and
                  provide details concerning my new position and compensation or
                  income. I further agree to use my best efforts to obtain
                  suitable employment following such termination. I will not be
                  entitled to any payments under any severance pay policy or
                  practice of the Company in effect at any time and this
                  Paragraph L shall be in lieu thereof."

                  b.       The Company agrees to provide me with executive
                           outplacement services from the vendor of my choice
                           among the vendors made available by the Company until
                           I first obtain employment after the term of my
                           employment ends with the Company at the close of
                           business on January 14, 2000 but in no event longer
                           than twelve (12) months following such date.
                           Preliminary consultations may begin earlier.

                  c.       If I am receiving monies pursuant to Paragraph L of
                           the Salary Continuation Agreement, the Company agrees
                           that until April 1, 2000, I may continue to use the
                           car the Company currently provides to me. I agree I
                           will pay for the gas and routine maintenance. The
                           Company will provide insurance as currently provided.
                           It will be at the Company's discretion whether or not
                           to make any major expenditures with respect to such
                           car.

         3.       In consideration of the Company's agreeing to the provisions
                  of Section 2 of this Letter Agreement, I hereby agree as
                  follows:

                  a.       I agree to the provisions of Section 1 of this Letter
                           Agreement.

                  b.       I will keep confidential the terms of this Letter
                           Agreement until it is made public by the Company in
                           its SEC filings.

                  c.       Unless required by law, I will not publicly comment
                           in a manner adverse to the Company concerning the
                           status, plans or prospects of the business of the
                           Company or any matter involving the Company.

                  d.       I will cooperate fully with the Company and the
                           Company's counsel in connection with any present and
                           future actual or threatened litigation or
                           administrative proceeding involving the Company that
                           relates to events, occurrences or matters related to
                           the period of my employment with the Company. This
                           cooperation will include but not be limited to (i)
                           making myself reasonably available for interviews and
                           discussions with the Company's counsel as well as for
                           depositions and trial testimony; (ii) if depositions
                           or trial testimony are to occur, making myself
                           reasonably available and cooperating in the
                           preparation therefore as and to the extent that the
                           Company or its counsel reasonably requests; and (iii)
                           refraining from impeding the Company's prosecution or
                           defense of such litigation or administrative
                           proceeding. Further, at the request of the Chairman
                           or

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                           President of the Company I will make myself
                           reasonably available for consultation and advice to
                           employees of the Company and its subsidiaries at
                           times and for periods that are mutually agreeable; it
                           is understood that under normal circumstances the
                           obligation under this sentence will be substantially
                           performed within the first 18 months after
                           termination. I understand that I will be reimbursed
                           by the Company for my reasonable travel, lodging,
                           long distance telephone and similar expenses,
                           incurred in connection with such cooperation.

                  e.       At the request of the Company, I will assist in the
                           preparation of a job description for use in the
                           Company's search for my successor and in the
                           transition of my responsibilities to such person.

                  f.       I will not receive any bonus with respect to the 1999
                           fiscal year of the Company.

                  g.       In recognition of my voluntary resignation of my
                           employment, all of my stock option grants from the
                           Company will terminate on the last day of my
                           employment.

                  h.       My participation in the Executive Medical Expense
                           Reimbursement Plan (MERP) and long-term disability
                           plan will cease as to expenses incurred or events
                           after January 14, 2000 or such earlier date as my
                           employment should terminate. Any future crediting
                           under any Supplemental Retirement Plan (SERP) of the
                           Company will cease on January 14, 2000 or such
                           earlier date as my employment should terminate. My
                           participation in health, dental and life insurance
                           programs, as well as the Company's 401(K) Plan, the
                           1999 Employee Stock Purchase Plan and the Deferred
                           Compensation Plan for Executives and Other Senior
                           Management shall continue through the end of the
                           period in which I am receiving payments under
                           Paragraph L of the Salary Continuation Agreement at
                           the same cost to me as available to other employees
                           generally. My participation in the Cole National
                           Group Retirement Plan shall be governed by the terms
                           of such plan.

                  i.       I may use the name of the chief executive officer of
                           the Company or his delegate as a reference in my
                           employment search.

         4.       In entering into this Letter Agreement, I acknowledge the
                  confidentiality, non-solicitation and non-competition and
                  other restrictions imposed on me by the remaining provisions
                  of the Salary Continuation Agreement, and confirm that I
                  understand that these restrictions and all other provisions of
                  the Salary Continuation Agreement, except as specifically
                  amended by this Letter Agreement, remain in full force and
                  effect, without alteration. I represent that prior to signing
                  this Letter Agreement, I have read, fully understand and
                  voluntarily agree to the terms and conditions stated above,
                  that I was not coerced to sign this Letter Agreement, that I
                  was not under duress at the time I signed this Letter
                  Agreement, and that, prior to signing this Letter Agreement, I
                  had adequate


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                  time to consider its terms, including the opportunity should I
                  have chosen to discuss this Letter Agreement and its legal
                  consequences with an attorney of my choice.

         5.       This Letter Agreement shall be binding upon and inure to the
                  benefit of the Company and any successor of or to the Company.

                                    Very truly yours,

                                    /s/ Wayne L. Mosley

                                    Wayne L. Mosley



Agreed to and acknowledged as of the 14th
day of October, 1999 in Mayfield Heights, Ohio.


COLE NATIONAL CORPORATION


By: /s/ Leslie D. Dunn
    -----------------------------------------
    Leslie D. Dunn,
    Sr. Vice President, General Counsel


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