ex10_2.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              EXHIBIT
      10.2

            


    

    


    
      	
              Obligor:

            	
              EMERGING
      VISION, INC.

            


    

    


    
      	
               
      

            	
              Original
      Loan
Amount:   $6,000,000.00

            


    

    
      	
               
      

            	
              REVISED
      LOAN
AMOUNT:   $5,750,000.00

            


    

    


    
      	
               
      

            	
              Manufacturers
      and Traders Trust Company

              
                One
      M & T Plaza, Buffalo, New York
14240

              

            


    

    
      	
                 

            	
               

            


    

    


    


    ALLONGE

    (Revision
Agreement of Note)

    


    This
Agreement refers to the loan (the “Loan”) evidenced by a Revolving Line of
Credit Note and Credit Agreement dated as of August 7, 2007 as same was amended
by letter dated as of November 14, 2008 and further amended by Limited Waiver
and Amendment dated as of April 1, 2009, in the original principal amount of SIX
MILLION and 00/100 ($6,000,000) DOLLARS (the "Note"), executed by EMERGING
VISION, INC. (the “Borrower”) in favor of MANUFACTURERS AND TRADERS TRUST
COMPANY (the “Bank”).

    


    By this
Agreement, the parties hereto have agreed to reduce the loan and the principal
amount of the Note to FIVE
MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100
($5,750,000.00).

    


    ACCORDINGLY, THE NOTE IS HEREAFTER
AMENDED AS FOLLOWS:

    


    PRINCIPAL;
PRINCIPAL AMOUNT; MAXIMUM LOAN AMOUNT; COMMITMENT.  Any
references in the Note or in any loan document executed in connection therewith
to Principal, Principal Amount, Maximum Loan Amount and Commitment (whether as a
defined term or not) shall hereafter mean FIVE MILLION SEVEN HUNDRED FIFTY
THOUSAND and 00/100 ($5,750,000.00)DOLLARS.   Accordingly,
the Maximum Loan Amount of the Note as of the date hereof is FIVE MILLION SEVEN HUNDRED FIFTY
THOUSAND and 00/100 ($5,750,000.00) DOLLARS, and advances under the Note
shall be available to Borrower in an aggregate principal amount up to, but not
exceeding at any time (and inclusive of any sums currently outstanding) the
outstanding principal sum of FIVE MILLION SEVEN HUNDRED FIFTY
THOUSAND and 00/100 ($5,750,000.00)DOLLARS (the
"Commitment").

    


    BY GRANTING THIS REVISION the
Bank does not waive any of the rights remedies it may have under the Note or any
of the loan documents executed in connection with the Loan (the “Loan
Documents”) and the Bank hereby expressly reserves all such rights and remedies
granted to it under the Note and the Loan Documents. This Agreement is a
revision only, and is not a novation; and except as herein provided, all other
terms and conditions of said Note and of any security agreements, guaranties or
other documents of lien or encumbrance shall remain in full force and
effect.

    


    


    
      	
               
      

            	
              Dated:
      As of November 11, 2009

            


    

    


    


    
      	
               
      

            	
              BORROWER:

            


    

    EMERGING
VISION, INC.

    


    By:           /s/ Christopher G.
Payan

    Christopher G. Payan, CEO

    


    


    


    AGREED,
CONSENTED TO AND RATIFIED BY:

    "GUARANTORS"

    


    OG
ACQUISITION, INC.

    


    By:           /s/ Brian P.
Alessi

    Name: Brian P. Alessi

    Title: Chief Financial
Officer

    


     COMBINE
BUYING GROUP, INC.

    


    By:           /s/ Brian P.
Alessi

    Name: Brian P. Alessi

    Title: Chief Financial
Officer

    


    1725758
ONTARIO INC. D/B/A THE OPTICAL GROUP

    


    By:           /s/ Brian P.
Alessi

    Name: Brian P. Alessi

    Title: Chief Financial
Officer

    


    


    


    
      	
               
      

            	
              ACCEPTED
      BY:

            


    

    


    
      	
               
      

            	
              MANUFACTURERS
      AND TRADERS TRUST COMPANY

            


    

    


    


    
      	
               
      

            	
              By:
      /s/ Tamra
      Postiglione

            


    

    Name:
Tamra Postiglione

    Title:  Vice
President