exhibit10_2.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.2

    


    LIMITED GUARANTY (GOOD
GUY)

    


    


    In order
to induce the aforesaid Landlord to enter into this Lease dated December 15,
2009 between Newmark & Company Real Estate, Inc. As Agent
For:  38th And
8th LLC,
New 520 GSH LLC, New 520 Triple Crown, LLC And New 520 Eighth LLC as Landlord
and Emerging Vision USA, Inc. as Tenant for the Part 23rd
Floor premises located at 520 Eighth Avenue, New York, NY 10018 and other
valuable considerations, the receipt whereof is hereby
acknowledged,               Emerging
Vision, Inc. hereby makes the following guarantee and agreement with and in
favor of Landlord and its respective legal representations and
assigns.  The following guarantee of Emerging Vision, Inc. is the only
provision of the Lease to which the Guarantor is liable, unless provided
elsewhere in the Lease, as all other provisions, clauses and terms of this lease
are binding upon the Tenant.

    


    The
undersigned guarantees to Landlord, its successors and assigns, that it shall
pay to Landlord all Minimum Rent, Additional Rent and all other charges that has
accrued or may accrue under the terms of the Lease (hereinafter referred to as
"Accrued Rent"), to the latest date that Tenant and its assigns and sublessee,
if any, shall have completely performed all of the following:

    


               (a)           notified
the Landlord on no less than ninety (90) days prior written notice of its intent
to vacate the premises, and

    


    (b)           Vacated
and surrendered the Demised Premises to the Landlord pursuant to the terms of
the Lease following the ninety (90) day notification period, and

    


    (c)           Delivered
the keys to the Demised Premises to the Landlord, and

    


    (d)           Paid
to Landlord all Accrued Rent to and including the date which is the later of (x)
the actual receipt by Landlord of said Accrued Rent, (y) the surrender of the
Demised Premises, or (z) receipt by Landlord of the keys to the Demised
Premises.

    


    Should
Tenant vacate without so notifying the Landlord as provided for in paragraph
(a), the Guarantor’s obligation herein shall not terminate until ninety (90)
days after the date of surrender, provided all rent, accrued up to and including
ninety (90) days after the date of surrender, has been paid.

     
 

    It is
agreed that any security deposited under the Lease shall not be computed as a
deduction from any amount payable by Tenant or Guarantor under the terms of this
Guaranty or the Lease.

    


    This
guarantee is absolute and unconditional and is a guarantee of payment and not of
collection.  The parties hereto waive all notice of non-payment,
non-performance, non-observance or proof, or notice, or demand, whereby to
charge the undersigned therefore, all of which the undersigned expressly waive
and expressly agree that the validity of this Agreement, and the obligation of
the Guarantors hereto shall in no wise be terminated, affected or impaired by
reason of the assertion by Landlord against Tenant of any of the rights or
remedies reserved to Landlord pursuant to the performance of the within
Lease.  The undersigned further covenants and agrees that this
guarantee shall remain and continue in full force and effect, as to any renewal,
modification or extension of this Lease and during any period when Tenant is
occupying the premises as a "Statutory Tenant".  As further inducement
to Landlord to make this Lease and inconsideration thereof, Landlord and the
undersigned covenant and agree that in any action or proceeding brought by
either Landlord or the undersigned against the other on any matters whatsoever
arising out of, under, or by virtue of the term of this Lease or of this
guarantee that Landlord and the undersigned shall and do hereby waive trial by
jury.

     
 

    Dated:
December 15, 2009

    


    Name:
Glenn Spina

                             ­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­

    /s/ Glenn
Spina

    President
& CEO

     
 

    


    


    STATE OF
NEW YORK )           

    s.s.
:

    COUNTY OF
NEW YORK)

    


    On the
11th day
of December in the year 2009 before me, the undersigned, a Notary Public in and
for said State, personally appeared Glenn Spina, 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/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual or the person upon behalf of which the individual
acted, executed the instrument.

    


    /s/ Arlene
Flohr

    Notary
Public