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                                                                   Exhibit 10.40

October 30, 2002

U.S. Vision, Inc.
One Harmon Drive
Glendora, New Jersey 08029
Attn: William A. Schwartz

               Re: Amendment to Participating Provider Agreement

Dear Mr. Schwartz:

     Reference is hereby made to that certain Participating Provider Agreement,
dated as of June 1, 1997, as amended (the "Vision Care Agreement"), by and
between U.S. Vision, Inc., a Delaware corporation ("USV"), and Cole Vision
Corporation, a Delaware corporation ("Cole"). As you are aware USV and Cole are
entering into a certain Agreement, of even date herewith (the "Agreement"), to
facilitate USV's merger with Kayak Acquisition Corp. The delivery of this letter
agreement is required pursuant to the Agreement. Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Agreement
or the Subordinated Note.

     Contingent upon the execution and delivery of the Agreement, USV and Cole
hereby agree to amend the Vision Care Agreement as follows:

1.   In the event of the exercise of the Option and effective upon the
     consummation of such Option, Section 1.10 is hereby deleted and replaced in
     its entirety with the following:

     "'Locations' shall mean the optical outlets owned or operated by USV as of
     the effective date of this provision where optical products and services
     are provided to Members; provided, however, that USV must obtain the prior
     consent of CVC to add any new Locations, except that no consent is required
     from CVC for Sears and JC Penny Locations, or additional optical
     departments within departments stores where USV had optical departments at
     the effective date of this provision."

2.   Section 4.1 of the Vision Care Agreement is hereby deleted and replaced in
     its entirety with the following:

     "The Term of this Agreement shall commence on June 1, 1997, and shall,
     unless terminated earlier pursuant to the terms of this Agreement, expire
     on the earlier to occur of (a) 7 years after the date on which the Option
     is consummated or (b) the 30th day following the Option Termination Date.
     As used herein, the term "Option Termination Date" shall mean the earlier


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     to occur of (i) March 1, 2004, (ii) the date on which all outstanding
     amounts under the terms of the Subordinated Note are paid in full prior to
     the consummation of the Option or (iii) the date on which Cole elects to
     terminate the Vision Care Agreement following an uncured default by USV of
     any of its obligations under the Agreement or the Subordinated Note."

3.   Clause (e) of Section 4.2 of the Vision Care Agreement is hereby deleted
     and replaced in its entirety with the following:

     "(e) if more than ten (10) Location audits conducted by CVC during any six
     (6) month period (after the date hereof) during the term hereof reveal that
     the Transaction Fees paid by USV to CVC at each such Location have been
     understated by more than five percent (5%) and upon such determination, CVC
     shall notify USV of the results of such audit;"

4.   The last sentence of Section 7.1 of the Vision Care Agreement is hereby
     deleted and replaced in its entirety with the following:

     "In the event such audit reveals that USV has paid CVC an amount equal to
     less than 98% of the total Transaction Fees due CVC at any Location, USV
     shall reimburse CVC for the reasonable cost of such audit (including travel
     expenses) applicable to such Location."

5.   The last sentence of Section 7.2 of the Vision Care Agreement is hereby
     deleted and replaced in its entirety with the following:

     "In the event such audit reveals that CVC has paid USV an amount equal to
     less than 98% of the total sums due USV from Purchasers, CVC shall
     reimburse USV for the reasonable cost of such audit (including travel
     expenses)."

6.   USV shall not be a participating provider in any managed vision network
     operated or sponsored by EyeMed Vision Care LLC, Eyecare Plan of America
     (aka ECPA) or any of their affiliates after January 1, 2003.

7.   The reference to "ECPA" in Section 7.8 is hereby deleted. The first and
     second sentences of Section 7.8 are hereby deleted and replaced in their
     entirety with the following:

     "Except as provided for in this Agreement, USV shall not be a participating
     provider in any managed vision network after January 1, 2003, without the
     prior written consent of CVC, other than networks that USV is in as of
     October 30, 2002 as to which no further consent is required."

8.   USV and Cole hereby agree to the HIPAA Rider attached hereto, and such
     rider shall be deemed part of the Vision Care Agreement.


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9.   CVC may amend the Vision Care Agreement upon 30 days prior written notice
     to USV to effectuate any change required pursuant to any law or regulation
     imposed by any governmental or regulatory authority.

10.  USV shall indemnify and hold harmless Cole and its Affiliates from and
     against any and all losses, liabilities, claims, damages, penalties, fines,
     judgments, awards, settlements, costs, fees, expenses (including attorneys'
     fees) and disbursements incurred by such Persons relating to the use of the
     JC Penney Optical name and logo by Cole and its Affiliates in its
     advertising and other materials.

11.  In the event that the Vision Care Agreement is terminated for any reason,
     USV shall, and cause all of its Affiliates to, cease using immediately all
     materials and copies thereof containing any Cole (including its Affiliates)
     trade name, trademark, service mark or other intellectual property or
     confidential information, and USV and its Affiliates shall return all such
     materials to Cole unless it provides reasonably satisfactory assurance to
     Cole that such materials and copies thereof have been destroyed. Cole has
     the right to supervise the return or destruction of all such materials.

12.  The first sentence of Section 7.7 of the Vision Care Agreement is hereby
     deleted and replaced in its entirety with the following:

     "CVC agrees that it will not enter into an agreement with any multi-unit
     retail optical chain (i.e., a retail optical chain with more than one
     hundred (100) retail locations) which owns its own manufacturing facility
     to participate as a provider in CVC's Preferred Network under terms and
     conditions more favorable than the terms and conditions under which USV
     serves as a provider pursuant to the terms of this Agreement."

13.  The second sentence of Section 7.8 of the Vision Care Agreement is hereby
     deleted and replaced in its entirety with the following:

     "In the event of any sale or transfer (by purchase, merger, consolidation
     or otherwise (including operation of law)), of more than forty percent
     (40%) of USV's issued and outstanding stock or sale of substantially all of
     the assets of USV to any entity who is, directly or indirectly, engaged in
     (i) the retail optical business through the ownership of 100 or more
     domestic retail optical outlets, or (ii) the ownership and operation of an
     optical managed care network, USV shall promptly notify CVC and CVC shall
     have the right, within thirty (30) days of receipt of such notice, to
     terminate this Agreement."

14.  Notwithstanding anything in the Agreement, the Subordinated Note or the
     Vision Care Agreement, as amended hereby, to the contrary, if USV breaches
     any of its obligations under the Agreement or the Subordinated Note and any
     such breach shall remain uncured by USV as of the end of any applicable
     cure period, Cole may immediately terminate the Vision Care Agreement, as
     amended hereby, only if Cole elects not to exercise the Option; provided,
     however, that such termination shall not relieve USV of any of its
     obligations under the Vision Care Agreement, as amended


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     hereby, arising prior to or as a result of any event occurring prior to the
     effective date of such termination. For the avoidance of doubt, USV's
     obligations under the Agreement and the Subordinated Note shall continue
     notwithstanding the termination of the Vision Care Agreement, as amended
     hereby.

15.  Except as modified by this letter agreement, the provisions of the Vision
     Care Agreement shall remain in full force and effect.

16.  This letter agreement shall be governed by, and construed and interpreted
     in accordance with, the laws of the state of Ohio, exclusive of its choice
     of law provisions.

17.  This letter agreement may be executed in two or more counterparts, each of
     which shall be deemed an original, but all of which together shall
     constitute one and the same agreement.

     If this letter agreement is acceptable to you, please execute both copies
of this letter in the space provided below and return one fully executed copy to
the undersigned.

                                        Very truly yours,

                                        COLE VISION CORPORATION


                                        By: /s/ Lawrence E. Hyatt
                                            ------------------------------------
                                        Name: Lawrence E. Hyatt
                                        Title: Executive VP

Acknowledged and agreed to
this 30th day of October, 2002

U.S. VISION, INC.


By: /s/ William A. Schwartz
    ---------------------------------
Name: William A. Schwartz
Title: President


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