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                                                               Exhibit 10.K(2)
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                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") made as of
the 18th day of December, 1996, by and between TITMUS OPTICAL, INC., a Delaware
corporation ("Company") and THOMAS J. GOELTZ (the "Executive").

                              W I T N E S S E T H:
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     WHEREAS, Company and Executive are parties to that certain Employment
Agreement dated as of October 1, 1995 (the "Agreement"); and

     WHEREAS, effective January 1, 1997, executive shall be promoted to Senior
Vice President - Sales of the Company; and

     WHEREAS, as a result of the change in Executive's position with the
Company, the Company and Employee desire to reflect the current understanding of
the parties; and

     WHEREAS, Company and Executive intend to amend the Agreement in certain
respects set forth herein.

     NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:

     1. Effective January 1, 1997, the Agreement is hereby amended to reflect
the promotion of Executive and therefore all references to Vice President Sales
and Marketing shall be deleted and replaced with the title "Senior Vice
President-Sales."

     2. Executive's period of employment in Section 2 of the Agreement shall be
amended by deleting it in its entirety and replacing it with the following:

        "The Executive's employment under this Agreement shall cover the
        period from January 1, 1997 to December 31, 1999 (the "Amended
        Term"). On January 1, 2000 and at the end of each two-year
        period thererafter, the period of employment shall be automatically
        extended, without further action by either party, for a two-year
        period (each a "Renewal Term"), unless at least six months prior
        to the last day of the Amended Term or any Renewal Term either
        party shall have served written notice on the other of its
        intention that the period of employment shall expire at the
        conclusion of such Amended Term or Renewal Term."

     3. The Base Salary of the Executive in Section 4 of the Agreement is
hereby amended by deleting the phrase "One Hundred Twenty Thousand Dollars" and
the number "$120,000" and replacing them with the phrase "One Hundered Thirty
Five Thousand Dollars" and the number "$135,000," respectively.


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     4. This Amendment shall be governed by and construed in accordance with the
laws of the Commonwealth of Virginia.

     IN WITNESS WHEREOF, the Company and Executive have caused this Amendment to
be executed, all as of the day and year first above written.



                                             TITMUS OPTICAL, INC.


                                             By: /s/ Walter Stepan
                                                 ------------------------------
                                                 Walter Stepan, Chairman

                                                 EXECUTIVE:

                                                /s/ Thomas Goeltz
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