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                                                                   Exhibit 10.32

                                 FIFTH AMENDMENT
                                       TO
                           LOAN AND SECURITY AGREEMENT

     THIS Fifth Amendment to Loan and Security (the "Fifth Amendment") is dated
as of this, 31st day of October, 2005, by and among COMMERCE BANK, N.A. (the
"Lender") and U.S. VISION, INC., a Delaware corporation ("US Vision"), STYL-RITE
OPTICAL MFG. CO., INC., a Florida corporation ("Styl"), USV OPTICAL, INC., a
Texas corporation ("USV"), and U.S. VISION HOLDINGS, INC., a Delaware
corporation ("Holdings" and together with US Vision, Styl and USV, each
individually, a "Borrower" and, collectively, the "Borrowers"), and 9072-8411
QUEBEC, INC. d/b/a "Optik Pro Baie 2000" ("Guarantor;" each Borrower and
Guarantor, individually, an "Obligor" and, collectively, the "Obligors").

                                   BACKGROUND

     The Obligors, Health Eye Care Statistics, Inc. ("Health") and the Lender
are parties to that certain Loan and Security Agreement, dated as of October 30,
2002 (the "Initial Loan Agreement"), as amended by the First Amendment thereto
dated as of May 30, 2003 (the "First Amendment"), as further amended by the
Second Amendment thereto dated as of April 5, [sic. 2004] (the "Second
Amendment"), as further amended by the Third Amendment thereto dated as of
January 31, 2005 (the "Third Amendment"), and as further amended by the Fourth
Amendment thereto dated as of August 25, 2005 (the "Fourth Amendment", and
together with the Initial Loan Agreement, the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, and this Fifth Amendment,
collectively, the "Loan Agreement"). All initially capitalized terms used herein
and not otherwise defined herein shall have the same meaning ascribed to such
terms in the Loan Agreement.

     US Vision and the Lender are also parties to that certain Loan and Security
Agreement, dated as of September 23, 1999 (said Loan and Security Agreement, as
amended, supplemented, modified and/or restated, being referred to herein as the
"Real Estate Loan Agreement"), and a First Purchase Money Mortgage, Assignment
of Leases, Rents and Other Income and Security Agreement (the "Mortgage", and
together with the Real Estate Loan Agreement, collectively, the "Mortgage
Documents", and, together with the Loan Agreement, collectively, the "Loan
Documents").

     The Obligors have requested, and subject to the terms conditions and
provisions set forth herein, Lender has agreed to extend the Line Termination
Date from October 31, 2006 to October 31, 2007.

     NOW, THEREFORE, in consideration of the mutual covenants and premises set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of

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which is hereby mutually acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:

     1. Extension of Line Termination Date. Notwithstanding the provisions of
Paragraph 2.1.10 of the Loan Agreement to the contrary, the Line Termination
Date is hereby extended from October 31, 2006 to October 31, 2007.

     2. Ratification of Loan Documents. Except as expressly provided herein,
each of the terms, conditions and provisions set forth in the respective Loan
Documents are hereby ratified and confirmed herein in full.

     3. Representations and Warranties of the Borrower. Each of the Obligors
represents and warrants to Lender each and all of the following:

          3.1 Each and all of the representations and warranties as set forth in
the Loan Documents are true, correct and complete in all material respects as of
the date hereof except as such representations and warranties expressly relate
to a different date. It is the express intention of the Obligors to hereby
ratify, confirm and republish such representations and warranties as if set
forth herein in full;

          3.2 With respect to each of the Obligors, none of their respective
articles of incorporation, bylaws or other organizational documents, nor their
respective qualifications to do business have changed in any respect since the
certification thereof was delivered to the Lender on or about October 20, 2002
(except as may have otherwise been amended or modified in connection with the
transactions contemplated by either the First Amendment, the Second Amendment,
the Third Amendment, or the Fourth Amendment heretofore delivered to the Lender)
in connection with the closing under the Loan Agreement and that each is
presently in full force and effect;

          3.3 Each Obligor has full power and authority to execute and deliver
this Fifth Amendment and the other Loan Documents, as amended hereby, and this
Fifth Amendment and the other Loan Documents to be executed and delivered in
connection herewith constitute the legal, valid and binding joint and several
obligations of the Obligors parties thereto, enforceable against each of the
Obligors in accordance with their respective terms;

          3.4 No authorization, approval, consent, or other action by, notice
to, or filing with, any Governmental Agency or other Person (other than the
consent of the respective Board of Directors of each Obligor), is required for
the execution, delivery or performance by Obligors of this Fifth Amendment; and

          3.5 Each Obligor has complied with all applicable laws (including
rules, regulations, codes, plans, injunctions, judgments, orders, decrees,
rulings, and charges thereunder) of federal, state, local, and foreign
governments (and all agencies thereof, including, without limitation, the SEC
and all applicable state securities regulatory agencies (each a "Blue Sky
Agency"), and no action, suit, proceeding, hearing, investigation, charge,
complaint, claim, demand, audit, or notice has been filed or


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commenced, or to the knowledge of any of the Obligors threatened, against any
Obligor, or any of their respective officers, directors or shareholders,
alleging any failure so to comply. No disciplinary proceeding with respect to
any Obligor or any Obligor's respective officers is pending before the SEC or
any Blue Sky Agency. To the knowledge of the Obligors, there are no facts which,
if known by a potential claimant or Governmental Authority, could give rise to a
claim or proceeding which, if asserted or conducted, the results would be
unfavorable to any of the Obligors; and

          3.6 Accuracy of Representations; No Default. The information set forth
in each of the Loan Documents, as last amended by the Fourth Amendment, is
complete and accurate in all material respects and contains full and complete
disclosure of all pertinent information in connection with Obligors. None of
such information contains any untrue statement of a material fact or omits to
state a material fact necessary to make the information contained herein or
therein not misleading or not incomplete. No Event of Default or Potential
Default hereunder, or under any other Loan Document, has occurred.

     4. Conditions Precedent to the effectiveness of the Amendments and to
Lender's Consents. As conditions precedent to the effectiveness of this Fifth
Amendment, Obligors shall deliver or cause to be delivered to Lender, executed
where applicable and in form and substance satisfactory to Lender and its
counsel, in addition to this Fifth Amendment, the following documents,
instruments and agreements and the following conditions shall have been
satisfied:

          4.1 The representations and warranties set forth herein and in each of
the other Loan Documents shall be true and correct in all material respects on
and as of the date hereof with the same effect as though made on and as of such
date, except as such representations and warranties relate to a different date;

          4.2 No Event of Default or Potential Default shall have occurred and
be continuing hereunder or under any other Loan Document;

          4.3 No Material Adverse Change shall have occurred since August 31,
2005;

          4.4 Payment of all Lender's Costs in connection with the negotiation,
drafting and closing of the transactions contemplated hereby accrued to the date
of the execution hereof, together with all reasonably anticipated Lender's Costs
to be reasonably incurred in connection herewith. Obligors authorize Lender to
deduct such Lender's Costs from the Line and agree to indemnify and hold Lender
harmless from and against any and all claims, other than claims arising from
Lender's willful misconduct or gross negligence, for any such Lender's Costs;
and

          4.5 Obligors will have delivered to Lender such additional documents
or instruments as Lender may reasonably require.


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     5. Miscellaneous. Other than Section 9.5, the provisions of Article 9 of
the Loan Agreement are hereby incorporated herein and made a part hereof as if
set forth herein in full, and all references therein to the Loan Agreement shall
be deemed to include the Loan Agreement, as amended by the First Amendment, the
Second Amendment, the Third Amendment, the Fourth Amendment and further amended
by this Fifth Amendment. This Fifth Amendment may be executed in counterpart and
delivered by facsimile, each of which shall constitute and original and
collectively one and the same agreement.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


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     IN WITNESS WHEREOF, intending to be legally bound hereby, Obligors and
Lender have executed this Agreement under seal, intending to be legally bound
hereby, the day and year first above written.

BORROWERS / OBLIGORS:                   GUARANTORS / OBLIGORS:

U.S. VISION, INC.                       9072-8411 QUEBEC, INC.
                                        d/b/a "Optik Pro Baie 2000"


By: /s/ Carmen J. Nepa III              By: /s/ Carmen J. Nepa III
    ---------------------------------       ------------------------------------
    Carmen J. Nepa III,                     Carmen J. Nepa III,
    Executive Vice President                Executive Vice President
    and Chief Financial Officer             and Chief Financial Officer


STYL-RITE OPTICAL MFG. CO., INC.


By: /s/ William A. Schwartz, Jr.
    ---------------------------------
    William A. Schwartz, Jr.,
    President


USV OPTICAL, INC.                       LENDER: COMMERCE BANK, N.A.


By: /s/ Carmen J. Nepa III              By: /s/ Gerard L. Grady
    ---------------------------------       ------------------------------------
    Carmen J. Nepa III,                     Gerard L. Grady,
    Executive Vice President                Vice President
    and Chief Financial Officer


U.S. VISION HOLDINGS, INC.


By: /s/ Carmen J. Nepa III
    ---------------------------------
    Carmen J. Nepa III,
    Chief Financial Officer


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