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                                                               EXHIBIT 10(h)(2)


                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                     ---------------------------------------


         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 EDWARD E. GREENE (the "Executive").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, Company and Executive are parties to that certain Employment
Agreement dated as of October 1, 1995 (the "Agreement"); and

         WHEREAS, effective December 31, 1996, as a result of the resignation of
the Executive, he will no longer be President or a Director 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 December 31, 1996, the Agreement is hereby amended
to delete all references to Executive's role as President and the duties
associated therewith and Executive shall serve in the capacity as an employee of
the Company from January 1, 1997 to the Termination Date (as hereinafter
defined). Effective immediately, Section 5 of the Agreement is hereby deleted
and Executive shall not take any action on behalf of the Company without the
prior consent of Walter Stepan or, in his absence, Michael Mancuso.

         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 the date hereof until the earlier of (i) such
                  date as the Company shall specify in a notice delivered to
                  Executive or (ii) February 28, 1997 (the "Termination Date")."

         3.       Simultaneously herewith, Executive agrees to execute and
deliver to Company, the Employment Termination Agreement and Release, the form
of which is attached hereto as EXHIBIT A.

         4.       As of the Termination Date, the Company agrees to pay to
Executive a bonus (the "Bonus") equal to the amount to which Executive would
otherwise be entitled for fiscal year

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1996; provided, however, the Bonus shall be payable only, if in the sole
discretion of Walter Stepan, the Executive has cooperated from the date hereof
through the Termination Date in a manner that has resulted in a smooth
transition for the new President of the Company.

         5.       On the Termination Date, Executive agrees to execute and
deliver to the Company a certificate in the form attached hereto as EXHIBIT B.

         6.       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


                                                /s/ Edward E. Greene
                                                --------------------------------
                                                Edward E. Greene


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