Ex - 10.14

                            CHANGE IN TERMS AGREEMENT

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
 Principal     Loan Date    Maturity     Loan No    Call / Coll  Account  Officer  Initials
<S>            <C>         <C>         <C>          <C>          <C>      <C>      <C>
$300,000.00    01-05-2006  01-15-2007  0412821880           98    128218    601
-------------------------------------------------------------------------------------------
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
--------------------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
Borrower: SHEER VISION, INC.                         Lender: Vineyard Bank
          4030 Palos Verdes Drive North, Suite 104           Diamond Bar
          Rolling Hills, CA 90274                            1200 S. Diamond Bar Boulevard
                                                             Diamond Bar, CA 91765
</TABLE>

================================================================================

<TABLE>
<S>                              <C>                     <C>
Principal Amount: $300,000.00    Initial Rate: 8.500%    Date of Agreement: January 5, 2006
</TABLE>

DESCRIPTION OF EXISTING INDEBTEDNESS. Promissory Note in the original amount of
$300,000.00 dated December 7, 2005 and all subsequent modifications and renewals
thereof.

DESCRIPTION OF COLLATERAL. Security interest in certain assets of Borrower,
described in that certain Commercial Security Agreement dated December 7, 2005,
and executed by Borrower in favor of Lender.

DESCRIPTION OF CHANGE IN TERMS. The Line of Credit has been changed from a Draw
Down Line of Credit to a Revolving Line of Credit.

PROMISE TO PAY. SHEER VISION, INC. ("Borrower") promises to pay to Vineyard Bank
("Lender"), or Order, in lawful money of the United States of America, the
principal amount of Three Hundred Thousand & 00/100 Dollars ($300,000.00) Or so
much as may be outstanding, together with interest on the unpaid outstanding
principal balance of each advance. Interest shall be calculated from the date of
each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand.
If no demand is made, Borrower will pay this loan in one payment of all
outstanding principal plus all accrued unpaid interest on January 15, 2007. In
addition, Borrower will pay regular monthly payments of all accrued unpaid
interest due as of each payment date, beginning January 15,2006, with all
subsequent interest payments to be due on the same day of each month after that.
Unless otherwise agreed or required by applicable law, payments will be applied
first to any accrued unpaid interest; then to principal; then to any unpaid
collection costs; and then to any late charges. Interest on this Agreement is
computed on a 365/360 simple interest basis; that is, by applying the ratio of
the annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding. Borrower will pay Lender at Lender's address shown above or at
such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change
from time to time based on changes in an independent index which is the Prime
rate as published in the Wall Street Journal. When a range of rates is
published, the higher of the rates will be used (the "Index"). The Index is not
necessarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute
index after notice to Borrower. Lender will tell Borrower the current Index rate
upon Borrower's request. The interest rate change will not occur more often than
each Day. Borrower understands that Lender may make loans based on other rates
as well. The Index currently is 7.250% per annum. The interest rate to be
applied to the unpaid principal balance of the Note will be at a rate of 1.250
percentage points over the index, resulting in an initial rate of 8.500% per
annum. NOTICE: Under no circumstances will the interest rate on the Note be more
than the maximum rate allowed by applicable law.

PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of
this Agreement, Borrower understands that Lender is entitled to a Minimum
interest charge of $100.00. Other than Borrower's obligation to pay any minimum
interest charge, Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due. Early payments will not, unless agreed to by Lender
in writing, relieve Borrower of Borrower's obligation to continue to make
payments of accrued unpaid interest. Rather, early payments will reduce the
principal balance due. Borrower agrees not to send Lender payments marked "paid
in full", "without recourse", or similar language. If Borrower sends such a
payment, Lender may accept it without losing any of Lender's rights under this
Agreement, and Borrower will remain obligated to pay any further amount owed to
Lender. All written communications concerning disputed amounts, including any
check or other payment instrument that indicates that the payment constitutes
"payment in full" of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of a disputed amount must be mailed or
delivered to: Vineyard Bank, Credit Administration, P. O. Box 2319 Corona, CA
92878-2319.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% Of the unpaid portion of the regularly scheduled payment or $5.00,
Whichever is greater.

INTEREST AFTER DEFAULT. Upon default, the variable interest rate on this
Agreement shall immediately increase to 6.250 percentage points over the Index,
if permitted under applicable law.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

      PAYMENT DEFAULT. Borrower fails to make any payment when due under the
      Indebtedness.

      OTHER DEFAULTS. Borrower fails to comply with or to perform any other
      term, obligation, covenant or condition contained in this Agreement or in
      any of the Related Documents or to comply with or to perform any term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Borrower.

      DEFAULT IN FAVOR OF THIRD PARTIES. Borrower defaults under any loan,
      extension of credit, security agreement, purchase or sales agreement, or
      any other agreement, in favor of any other creditor or person that may
      materially affect any of Borrower's property or Borrower's ability to
      perform Borrower's obligations under this Agreement or any of the Related
      Documents.

      FALSE STATEMENTS. Any warranty, representation or statement made or
      furnished to Lender by Borrower or on Borrower's behalf under this
      Agreement or the Related Documents is false or misleading in any material
      respect, either now or at the time made or furnished or becomes false or
      misleading at any time thereafter.

      INSOLVENCY. The dissolution or termination of Borrower's existence as a
      going business, the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's property, any assignment for the benefit of
      creditors, any type of creditor workout, or the commencement of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
      forfeiture proceedings, whether by judicial proceeding, self-help,
      repossassion or any other method, by any creditor of Borrower or by any
      governmental agency against any collateral securing the Indebtedness. This
      includes a garnishment of any of Borrower's accounts, including deposit
      accounts, with Lender. However, this Event of Default shall not apply if
      there is a good faith dispute by Borrower as to the validity or
      reasonableness of the claim which is the basis of the creditor or
      forfeiture proceeding and if Borrower gives Lender written notice of the
      creditor or forfeiture proceeding and deposits with Lender monies or a
      surety bond for the creditor or forfeiture proceeding, in an amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or bond for the dispute.

<PAGE>

                            CHANGE IN TERMS AGREEMENT
Loan No. 0412821880               (Continued)                             Page 2
================================================================================

      EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
      respect to any Guarantor of any of the Indebtedness or any Guarantor dies
      or becomes incompetent, or revokes or disputes the validity of, or
      liability under, any Guaranty of the Indebtedness evidenced by this Note.
      In the event of a death, Lender, at its option, may, but shall not be
      required to, permit the Guarantor's estate to assume unconditionally the
      obligations arising under the guaranty in a manner satisfactory to Lender,
      and, in doing so, cure any Event of Default.

      CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%)
      or more of the common stock of Borrower.

      ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
      condition, or Lender believes the prospect of payment or performance of
      the Indebtedness is impaired.

      CURE PROVISIONS. If any default, other than a default in payment is
      curable and if Borrower has not been given a notice of a breach of the
      same provision of this Agreement within the preceding twelve (12) months,
      it may be cured if Borrower, after receiving written notice from Lender
      demanding cure of such default: (1) cures the default within fifteen (15)
      days; or (2) if the cure requires more than fifteen (15) days, immediately
      initiates steps which Lender deems in Lender's sole discretion to be
      sufficient to cure the default and thereafter continues and completes all
      reasonable and necessary steps sufficient to produce compliance as soon as
      reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Agreement and all accrued unpaid interest immediately due, and
then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Agreement if Borrower does not pay. Borrower will pay Lender that amount.
This includes, subject to any limits under applicable law, Lender's attorneys'
fees and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. Borrower also
will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

GOVERNING LAW. This Agreement will be governed by federal law applicable to
Lender and, to the extent not preempted by federal law, the laws of the State of
California without regard to its conflicts of law provisions. This Agreement has
been accepted by Lender in the State of California.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $27.50 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

COLLATERAL. Borrower acknowledges this Agreement is secured by the following
collateral described in the security instrument listed herein: inventory,
chattel paper, accounts, equipment and general intangibles described in a
Commercial Security Agreement dated January 5, 2006.

LINE OF CREDIT. This Agreement evidences a revolving line of credit. Advances
under this Agreement may be requested either orally or in writing by Borrower or
as provided in this paragraph. Lender may, but need not, require that all oral
requests be confirmed in writing. All communications, instructions, or
directions by telephone or otherwise to Lender are to be directed to Lender's
office shown above. Borrower agrees to be liable for all sums either: (A)
advanced in accordance with the instructions of an authorized person or (B)
credited to any of Borrower's accounts with Lender. The unpaid principal balance
owing on this Agreement at any time may be evidenced by endorsements on this
Agreement or by Lender's internal records, including daily computer print-outs.
Lender will have no obligation to advance funds under this Agreement if: (A)
Borrower or any guarantor is in default under the terms of this Agreement or any
agreement that Borrower or any guarantor has with Lender, including any
agreement made in connection with the signing of this Agreement; (B) Borrower or
any guarantor ceases doing business or is insolvent; (C) any guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such guarantor's
guarantee of this Agreement or any other loan with Lender; or (D) Borrower has
applied funds provided pursuant to this Agreement for purposes other than those
authorized by Lender.

ARBITRATION. Lender and Borrower agree that all disputes, claims and
controversies between them whether individual, joint, or class in nature,
arising from this Agreement or otherwise, including without limitation contract
and tort disputes, shall be arbitrated pursuant to the financial services rules
of Endispute, Inc., d/b/a J.A.M.S./ENDISPUTE or its successor in effect at the
time the claim is filed, upon request of either party. No act to take or dispose
of any Collateral shall constitute a waiver of this arbitration agreement or be
prohibited by this arbitration agreement. This includes, without limitation,
obtaining injunctive relief or a temporary restraining order; invoking a power
of sale under any deed of trust or mortgage; obtaining a writ of attachment or
imposition of a receiver; or exercising any rights relating to personal
property, including taking or disposing of such property with or without
judicial process pursuant Article 9 of the Uniform Commercial Code. Any
disputes, claims, or controversies concerning the lawfulness or reasonableness
of any act, or exercise of any right, concerning any Collateral, including any
claim to rescind, reform, or otherwise modify any agreement relating to the
Collateral, shall also be arbitrated, provided however that no arbitrator shall
have the right or the power to enjoin or restrain any act of any party. Borrower
and Lender agree that in the event of an action for judicial foreclosure
pursuant to California Code of Civil Procedure Section 726, or any similar
provision in any other state, the commencement of such an action will not
constitute a waiver of the right to arbitrate and the court shall refer to
arbitration as much of such action, including counterclaims, as lawfully may be
referred to arbitration. Judgment upon any award rendered by any arbitrator may
be entered in any court having jurisdiction. Nothing in this Agreement shall
preclude any party from seeking equitable relief from a court of competent
jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar
doctrines which would otherwise be applicable in an action brought by a party
shall be applicable in any arbitration proceeding, and the commencement of an
arbitration proceeding shall be deemed the commencement of an action for these
purposes. The Federal Arbitration Act shall apply to the construction,
interpretation, and enforcement of this arbitration provision.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement. If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such subsequent
actions.

LINE OF CREDIT, CLEARANCE PROVISION. As a condition of providing Borrower with a
revolving line of credit ("RLC"), Lender requires that the amount outstanding on
said RLC will be zero dollars and zero cents ($0.00) for at least thirty (30)
consecutive days during the term of this Note ("Clearance Provision"). Borrower
further agrees and understands that if said RLC is not maintained as outlined
under the Clearance Provision, Lender

<PAGE>

                            CHANGE IN TERMS AGREEMENT
Loan No: 0412821880                (Continued)                            Page 3
================================================================================

at its sole option may demand payment in full on said RLC or take whatever
action may be deemed necessary to protect the interest of the Lender.

SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on
transfer of Borrower's interest, this Agreement shall be binding upon and inure
to the benefit of the parties, their successors and assigns. If ownership of the
Collateral becomes vested in a person other than Borrower, Lender, without
notice to Borrower, may deal with Borrower's successors with reference to this
Agreement and the Indebtedness by way of forbearance or extension without
releasing Borrower from the obligations of this Agreement or liability under the
Indebtedness.

MISCELLANEOUS PROVISIONS. This Agreement is payable on demand. The inclusion of
specific default provisions or rights of Lender shall not preclude Lender's
right to declare payment of this Agreement on its demand. Lender may delay or
forgo enforcing any of its rights or remedies under this Agreement without
losing them. Borrower and any other person who signs, guarantees or endorses
this Agreement, to the extent allowed by law waive any applicable statute of
limitations, presentment, demand for payment, and notice of dishonor. Upon any
change in the terms of this Agreement, and unless otherwise expressly stated in
writing, no party who signs this Agreement, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such
parties agree that Lender may renew or extend (repeatedly and for any length of
time) this loan on release any party or guarantor or collateral; or impair, fail
to realize upon or perfect Lender's security interest in the collateral; and
take any other action deemed necessary by Lender without the consent of or
notice to anyone. All such parties also agree that Lender may modify this loan
without the consent of or notice to anyone other than the party with whom the
modification is made. The obligations under this Agreement are joint and
several.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER
AGREES TO THE TERMS OF THE AGREEMENT.

BORROWER:

SHEER VISION, INC.

By: /s/ Suzanne Lewsadder
    --------------------------------------------------
    Suzanne Lewsadder, President of SHEER VISION,
    INC.

================================================================================
   LASER PRO Lending, Ver. 5.25.30 001 Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved. - CA F:\LPRO\CFI\LPL\D20C.FC TR-4637 PR-26

<PAGE>

                     DISBURSEMENT REQUEST AND AUTHORIZATION

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
 Principal              Loan Date   Maturity     Loan No    Call/Coll    Account  Officer  Initials
<S>                    <C>         <C>         <C>          <C>          <C>      <C>      <C>
$300,000.00            01-05-2006  01-15-2007  0412821880          98     128218    601
--------------------------------------------------------------------------------------------------
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
--------------------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
Borrower: SHEER VISION, INC.                         Lender: Vineyard Bank
          4030 Palos Verdes Drive North, Suite 104           Diamond Bar
          Rolling Hills, CA 90274                            1200 S. Diamond Bar Boulevard
                                                             Diamond Bar, CA 91765
</TABLE>

================================================================================

LOAN TYPE. This is a Variable Rate Nondisclosable Revolving Line of Credit Loan
to a Corporation for $300,000.00 due on January 15, 2007. The reference rate
(Prime rate as published in the Wall Street Journal. When a range of rates is
published, the higher of the rates will be used, currently 7.250%) is added to
the margin of 1.250%, resulting in an initial rate of 8.500.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

      [ ] Personal, Family, or Household Purposes or Personal Investment.

      [x] Business (Including Real Estate Investment).

SPECIFIC PURPOSE. The specific purpose of this loan is: To finance short term
working capital.

DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be
disbursed until all of Lender's conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $300,000.00 as follows:

           UNDISBURSED FUNDS:                               $250,000.00

           OTHER DISBURSEMENTS:                             $ 50,000.00
              $50,000.00 Modification of Loan #0412821880
                                                            -----------

           NOTE PRINCIPAL:                                  $300,000.00

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED JANUARY 5, 2006.

BORROWER:

SHEER VISION, INC.

By: /s/ Suzanne Lewsadder
    -------------------------------------------------
    Suzanne Lewsadder, President of SHEER VISION,
    INC.

================================================================================
    LASER PRO Lending, Ver. 5.25.30.001 Copr. Harland Financial Solutions, Inc.
  1997, 2005. All Rights Reserved. - CA F:\LPRO\CFI\LPL\I20.FC TR-4637 PR-26