E X H I B I T   10.28


Letter of Intent Re: Acquisition of General Vision Services, Inc.
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ACTION INDUSTRIES, INC.

February 27, 1997

General Vision Services, Inc.
330 West 42nd Street
New York, NY 10036
Attention: William J. Rappaport, Chairman

Re: Acquisition of General Vision Services, Inc.
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Dear Mr. Rappaport:

Action Industries, Inc., a Pennsylvania corporation ("Action"),
proposes to acquire all of the issued and outstanding capital
stock of General vision Services, Inc., a Delaware corporation
("GVS"), and to merge GVS with and into Action (the "Merger"), in
accordance with the following:

1.   Merger Consideration.  The outstanding GVS stock would be
exchanged for (a) 3,700,000 shares of Action's common stock and
(b) 4,000,000 shares of a newly-created Class B Redeemable
Preferred Stock (the "Class B Stock").  The Class B Stock would
be non-voting, would not yield a dividend, would be redeemable at
Action's option, would have a redemption price and liquidation
preference of $1.00 per share and would have priority on
liquidation second only to Action's newly-created Class A
Redeemable Preferred Stock (the "Class A Stock").

2.   Action's Closing Conditions.  In addition to the general
closing conditions specified below, the consummation of the
Merger by Action would be subject to the following:

     (a) Acquisition of GHS.  GVS shall have acquired all of the
issued and outstanding stock of General Hearing Services, Inc.
("GHS") in a transaction which does not materially and adversely
affect the net worth of GVS.

     (b) Financing Transaction.  Action shall have obtained
approximately $2,750,000 in net proceeds from a financing
transaction similar to the private financing transaction
currently proposed by J. Robbins Securities, Inc. ("Robbins") in
which Action would sell not more than $3,200,000 of its
convertible notes.  The notes would have a term of three years,
would bear interest at the rate of 10% per annum payable
quarterly in arrears and would be automatically converted to not
more than 3,200,000 shares of its Class A Stock upon the closing
of the Merger.  The Class A Stock would be non-voting, would
yield an annual dividend of 10% of the liquidation value payable
quarterly in arrears, would be redeemable at Action's option,
would have a redemption price and liquidation preference of $1.00
per share plus accrued dividends and would have priority on
liquidation senior to all of Action's other capital stock.  The
notes would have attached thereto warrants to acquire up to
1,600,000 shares of Action's common stock (the "Warrants").  The
warrants could be exercised at any time within five years after
issuance at an exercise price of $.50 per share, and the holders
thereof would have the benefit of certain demand and piggy-back
registration rights.  Action would have the right to call the
Warrants if its common stock trades at or more than a specified
price for a specified period.  If the loan from Action to GVS
described below is consummated, but the Merger is not
consummated, then (i) the holders of the notes will look solely
to GVS for repayment of the notes to the extent of the principal
amount of the GVS loan and (ii) GVS will be liable for two-thirds
of the placement agent fees, discounts and expenses payable by
Action in obtaining the financing described above.

     (c)  Termination of Rights.  All rights to acquire the
capital stock of GVS or to cause GVS to repurchase any of its
capital stock, and all compensation plans for directors, officers
and shareholders of GVS which are based upon the net income of
GVS (including without limitation any bonus plans and stock
option plans), would be terminated.

     (d) Restrictions on Securities.  As of closing, none of the
securities contemplated to be issued by Action hereunder will be
registered under the Securities Act of 1933 or applicable state
securities law (and Action will have no obligation to register
any of such securities except pursuant to the registration rights
referenced above), and the certificates evidencing such
securities will contain a legend stating that such securities may
not be transferred unless they are so registered or unless an
exemption from registration is available.  The issuance of all
such securities must be exempt from the registration requirements
of the Securities Act of 1933 and applicable state securities
laws.

     (e) Financial Condition of GVS.  GVS' financial condition at
closing shall not be worse, in any material respect, than its
financial condition at November 30, 1996, as reflected in its
financial statements for the 12 months ending on such date, true
and correct copies of which have been delivered to Action.  Such
financial statements were prepared in accordance with generally
accepted accounting principles consistently applied and fairly
reflect the financial condition of GVS as at the end of the
period covered thereby.

3.   GVS' Closing Conditions.  In addition to the general closing
conditions specified below, the consummation of the Merger by GVS
would be subject to the following:

     (a) Action Loan.  Action would loan to GVS, concurrently
with and out of the proceeds of the financing transaction
described above (which shall occur not later than April 15, 1997)
the sum of $2,000,000.  Such loan would bear interest at the rate
of 10% per annum payable quarterly in arrears and would be
secured by liens on all of GVS' assets, subject only to existing
liens in favor of its current institutional lender.  If the
Merger does not occur within six months after such loan is made,
then such loan will have a term of three years.  The proceeds of
such loan may be used by GVS for accounts payable, store
expansion, laboratory modernization and general working capital
purposes.

     (b) Incentive Stock Options.  The executive officers of GVS
who become executive officers of Action would receive incentive
stock options to acquire up to 4,200,000 shares of Action's
common stock (the "Options").  The exercise price for the Options
would be the fair market value of such stock as of the date of
the issuance of the Options, as determined by Action's board of
directors (currently estimated to be approximately $1.00 per
share).  The Options would be exercisable for a 10-year period
commencing 114 months after issuance, except that if Action
attains earnings levels which would support share prices ranging
from $4.00 to $7.00 per share, then the Options would be
exercisable in blocks of 1,000,000 shares as each earnings level
is attained.

     (c)  Retention of AMEX Listing.  Action shall have retained
its American Stock Exchange listing.

     (d) Financial Condition of Action.  GVS shall be reasonably
satisfied that Action's operations (exclusive of GVS' operations)
will not generate a material negative cash flow, and Action shall
not have a negative net worth in excess of $200,000.

4.   General Closing Conditions.  The consummation of the Merger
by both parties would be subject to the following:

     (a) Employment Agreement.  Action shall have entered into a
mutually satisfactory employment agreement with Harry C.
Kleinman.

     (b) Resolution of Long-Term Compensation Arrangements. 
Action shall have satisfied, or otherwise resolved, all long-term
compensation arrangements with former employees of Action or
their families in a manner reasonably satisfactory to Action and
GVS.

     (c)  Documentation.   The parties shall have executed and
delivered a definitive Merger Agreement and related documentation
containing representations and warranties, covenants, terms and
conditions customary in a transaction of this nature and
otherwise satisfactory in form and substance to the parties and
their counsel.

     (d) Due Diligence.  The parties' respective due diligence
reviews of the Company shall be satisfactory to the parties and
their counsel.

     (e) Approvals.  The parties shall have obtained all board
and shareholder approvals, and such consents and approvals of
governmental authorities and other persons, as are necessary or
desirable in connection with the consummation of the transactions
contemplated hereby.

     (f) Closing Date.  The conditions precedent specified in
Paragraphs 2 and 3 above and in this Paragraph shall have been
satisfied, and the closing shall have occurred, not later than
July 1, 1997.

5.   Confidential Information.  Each of the parties agrees as
follows with respect to any Confidential Information of the other
party which may be disclosed to it:

     (a) As used herein, the "Confidential Information" of a
party shall mean all information concerning or related to the
business, operations, financial condition or prospects of such
party or any of its Affiliates, regardless of the form in which
such information appears and whether or not such information has
been reduced to a tangible form, and shall specifically include
(i) all information regarding the officers, directors, employees,
equity holders, customers, suppliers, distributors, sales
representatives and licensees of such party and its Affiliates,
in each case whether present or prospective, (ii) all inventions,
discoveries, trade secrets, processes, techniques, methods,
formulae, ideas and know-how of such party and its Affiliates,
(iii) all financial statements, audit reports, budgets and
business plans or forecasts of such party and its Affiliates and
(iv) all information concerning or related to the transactions
contemplated hereby; provided that the Confidential Information
of a party shall not include (A) information which is or becomes
generally known to the public through no act or omission of the
other party and (B) information which has been or hereafter is
lawfully obtained by the other party from a source other than the
party to whom such Confidential Information belongs (or any of
its Affiliates or their respective officers, directors,
employees, equity holders or agents) so long as, in the case of
information obtained from a third party, such third party was or
is not, directly or indirectly, subject to an obligation of
confidentiality owed to the party to whom such Confidential
Information belongs or any of its Affiliates at the time such
Confidential Information was or is disclosed to the other party. 
As used in this paragraph, an "Affiliate" of a party shall mean
an entity which controls, is controlled by or is under common
control with such party, and the term "control" shall mean, with
respect to any entity, the possession, direct or indirect, of the
power to direct or cause the direction of the management and
policies of such entity, whether through ownership of voting
securities, by contract or otherwise.

     (b) Except as otherwise permitted by subparagraph (c.)
below, each party agrees that it will not, without the prior
written consent of the other party, disclose or use for its own
benefit any Confidential Information of the other party.

     (c)  Notwithstanding subparagraph (b) above, each of the
parties shall be permitted to:

               (i) disclose Confidential Information of the other
party to its officers, directors, employees, equity holders,
lenders, counsel, accountants and other agents, but only to the
extent reasonably necessary in order for such party to negotiate,
execute and deliver definitive documents for the consummation of
the transactions contemplated hereby (collectively, the
"Transaction Documents") and to perform its obligations and
exercise its rights and remedies under the Transaction Documents,
and such party shall take all such action as shall be necessary
or desirable in order to ensure that each of such persons
maintains the confidentiality of any Confidential Information
that is so disclosed;

               (ii) after the execution and delivery of the
Transaction Documents, make additional disclosures of or use for
its own benefit Confidential Information of the other party, but
only if and to the extent that such disclosures or use are
specifically contemplated by the Transaction Documents; and

               (iii) disclose Confidential Information of the
other party to the extent, but only to the extent, required by
law; provided, that prior to making any disclosure pursuant to
this clause (iii), the party required to make such disclosure
(the "Disclosing Party") shall notify the other party (the
"Affected Party") of the same, and the Affected Party shall have
the right to participate with the Disclosing Party in determining
the amount and type of Confidential Information of the Affected
Party, if any, which must be disclosed in order to comply with
applicable law.

     (d) If negotiations in respect of the transactions
contemplated hereby shall cease without such transactions being
consummated then, promptly after the written request of either
party, the other party shall return to the requesting party all
Confidential Information of the requesting party which is in
tangible form and which is then in its possession (or in the
possession of any of its officers, directors, employees, equity
holders or agents),

     (e) The parties acknowledge and agree that each would be
irreparably damaged in the event that any of the provisions of
this paragraph are not performed by the other in accordance with
their specific terms or are otherwise breached.  Accordingly, it
is agreed that each party shall be entitled to an injunction or
injunctions to prevent breaches of this paragraph by the other
and shall have the right to specifically enforce this paragraph
and the terms and provisions hereof against the other in addition
to any other remedy to which such aggrieved party may be entitled
at law or in equity.

6.  Publicity.  Neither party shall make any press release or
other public announcement regarding the contents of this letter
or any transaction contemplated hereby until the text of such
release or announcement has been submitted to the other party and
the other party has approved the same.

7.   Fees and Expenses.  Except as otherwise specifically
provided herein, each party will be liable for their own fees and
expenses incurred in connection with any of the transactions
contemplated hereby.

If you are in agreement with the foregoing, please execute the
enclosed copy of this letter and return it to the undersigned at
your earliest convenience.


ACTION INDUSTRIES, INC.

By: /s/ T. Ronald Casper
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        T. Ronald Casper, President

ACCEPTED AND AGREED TO:

GENERAL VISION SERVICES, INC.

By: /s/ William J. Rappaport
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Title:     CEO
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