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                                                                   Exhibit 10.28


                                    FORM OF
                            LICENSE/LEASE AGREEMENT

                                    OPTICAL

         THIS LICENSE/LEASE AGREEMENT (hereinafter referred to as "Agreement")
is made and entered into as of, by and between SEARS, ROEBUCK AND CO., a New
York corporation (hereinafter referred to as "Sears") and COLE VISION
CORPORATION, a Delaware corporation, (hereinafter referred to as
"Licensee/Tenant").

         WHEREAS, Sears operates a retail store located at:

REGION                  DIST.          STORE                  LOCATION
------                  -----          -----                  --------

(hereinafter referred to as the "Store"), and

         WHEREAS, Licensee/Tenant desires to operate an optical concession in
the Store,

         NOW THEREFORE, Sears and Licensee/Tenant hereby mutually agree as
follows:

PURPOSE OF AGREEMENT

         1. Licensee/Tenant is in the business described in this paragraph, and
has expertise in that business and has a marketing plan for that business. Sears
hereby leases to Licensee/Tenant the space described below, and grants
Licensee/Tenant the privilege of conducting and operating within that space, and
Licensee/Tenant shall conduct and operate, pursuant to the terms, provisions and
conditions contained in this Agreement, a concession for the sale of optical
merchandise, goods, and supplies; and for taking orders for repair, and repair
of optical merchandise, goods and supplies and for visual eye exams and for the
sale of repair and replacement certificates (hereinafter referred to as
"Concession"), in the Store.

TERM

         2. The term of this Agreement (hereinafter referred to as "Term") shall
be for a period beginning on and ending at the close of business on unless
sooner terminated under any of the provisions of this Agreement.


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REPRESENTATION TO LICENSEE/TENANT

         3. Sears makes no promises or representations whatsoever as to the
potential amount of business Licensee/Tenant can expect at any time during the
Term. Licensee/Tenant is solely responsible for any expenses incurred related to
this Agreement. Sears shall not be obligated for any expense incurred by
Licensee/Tenant in connection with any increase in the number of
Licensee/Tenant's employes or expenditures made by Licensee/Tenant for
additional facilities or equipment.

UNAUTHORIZED SALES

         4. Licensee/Tenant covenants that it will use the space occupied by the
Concession only for the purpose expressly authorized in this Agreement, and will
render only those services and sell only such merchandise in the Concession as
expressly authorized by this Agreement.

FEE

         5. (a) Licensee/Tenant shall pay to Sears, as provided in Paragraph
26 of this Agreement, a fee.

NET SALES

            (b) "Net Sales" means gross sales less returns, sales taxes, and
allowances for sales of merchandise, goods and supplies made in, upon or from
the Concession location, and includes:

                (1) Charges for repair work made pursuant to orders taken or
received in, upon or from the Concession location and

                (2) Charges for services performed in connection with the sale
in, upon or from the Concession location of merchandise, goods and supplies.

GROSS SALES

            (c) "Gross Sales" means all of Licensee/Tenant's direct or indirect
sales of services and merchandise from the Concession. Eye exam fees are
excluded from Gross Sales.

HOLDING OVER

         6. Licensee/Tenant shall pay Sears double the monthly Fee,


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for each month or portion of a month for which Licensee/Tenant of the Concession
area, retains possession of the Concession area or any part after the
termination of the Term or Licensee/Tenant's right of possession, whether by
lapse of time or otherwise. The provisions of this Paragraph shall not
constitute a waiver of any other right or remedy of Sears under this Agreement
or provided by law or equity. No such holding over shall renew or extend the
Term even if Sears accepts Fee, and Licensee/Tenant shall have no right to
continue possession of the premises, and shall be a Licensee/Tenant at
sufferance only.

CONSTRUCTION OF LEASEHOLD IMPROVEMENTS

         7. (a) Licensee/Tenant shall determine (based on good engineering
practices) the nature, scope, size of the Concession and Licensee/Tenant shall
determine the nature, scope, size of the furniture, fixtures and equipment in
the Concession. Licensee/Tenant shall submit plans to Sears, Sears must approve
such plans, before commencement of construction. Sears will arrange for
construction of all improvements. The expense of all such construction and
equipment shall be divided between Sears and Licensee/Tenant as described in
Exhibit A.

TITLE TO LEASEHOLD IMPROVEMENTS

            (b) All Leasehold Improvements shall become the property of Sears at
the termination of the Agreement. At the termination of the Agreement, or if
Licensee/Tenant vacates or abandons the Concession, Licensee/Tenant shall convey
to Sears, without charge, good title to the Leasehold Improvements free from any
and all liens, charges, encumbrances and rights of third parties, by means of a
Quit Claim Deed and any other documents required by Sears.

CONCESSION FAILS TO BECOME FULLY OPERATIONAL

            (c) If the Concession is not fully operational within thirty (30)
days after completion of construction of the concession area as a result of
delay by Licensee/Tenant, Sears may, at Sears option, terminate this Agreement
and have no further obligation to Licensee/Tenant, and Licensee/Tenant shall
reimburse Sears within ten (10) days after receipt of an invoice, for Sears
cost, of putting the space involved back to its condition immediately prior to
the commencement of such construction.


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USE OF SEARS NAME

         8. (a) Licensee/Tenant shall operate the Concession under the name
"Sears Optical". Licensee/Tenant shall not commence any business activity under
this Agreement without Sears prior written approval of any and all names that
Licensee/Tenant intends to use in conjunction with the Concession.

            (b) Licensee/Tenant may use the name of Sears, and any Sears
trademark, service mark or trade name only when communicating with customers or
potential customers of the Concession. Licensee/Tenant shall not use the name
Sears or any Sears trademark, service mark or trade name, either orally or in
writing, including, but not limited to, use of any letterhead, when
communicating with persons or entities other than such customers or potential
customers.

            (c) Licensee/Tenant shall not question, contest or challenge, either
during or after the Term of this Agreement, Sears ownership of the name "Sears"
or of any other trademark, service mark or trade name Sears may license
Licensee/Tenant to use in connection with the Concession. Licensee/Tenant will
claim no right, title or interest in any such trademark, service mark or trade
name, except the right to use the same pursuant to the terms and conditions of
this Agreement, and will not seek to register the same.

            (d) Licensee/Tenant expressly recognizes and acknowledges that the
use of any such trademark, service mark or trade name shall not confer upon
Licensee/Tenant any proprietary rights to such trademark, service mark or trade
name. Upon termination of this Agreement, Licensee/Tenant shall immediately stop
using any such trademark, service mark or trade name and will execute all
necessary or appropriate documents to confirm Sears ownership, or to transfer to
Sears any rights it may have acquired from Sears in any such trademark, service
mark or trade name.

            (e) Nothing in this Agreement shall be construed to bar Sears after
expiration or termination of this Agreement from protecting its right to the
exclusive use of its trademarks, service marks or trade names against
infringement by any party or parties, including Licensee/Tenant.

REMEDIES FOR UNAUTHORIZED USE

            (f) Licensee/Tenant recognizes that the trademark,


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service mark or trade name licensed under the Agreement possess a special,
unique and extraordinary character which makes it difficult to assess the
monetary damage Sears would sustain in the event of unauthorized use.
Licensee/Tenant expressly recognizes that irreparable injury would be caused to
Sears by such unauthorized use, and that preliminary or permanent injunctive
relief would be appropriate in the event of breach of this Agreement by
Licensee/Tenant.

POLICING THE TRADEMARKS, SERVICE MARKS, TRADE NAMES

            (g) If Licensee/Tenant receives knowledge of any manufacture or sale
by anyone else of products and/or services offered by the Licensee/Tenant that
would be confusingly similar in the minds of the public and which bear or are
promoted in association with the licensed trademarks, service marks or trade
names or any names, symbols, emblems, or designs or colors which would be
confusingly similar in the minds of the public to such licensed trademarks,
service marks or trade names, Licensee/Tenant will promptly notify Sears. Sears
shall have the sole right, at its sole expense, to take such action as it
determines, in its sole discretion, is appropriate. Licensee/Tenant undertakes
reasonably to cooperate and assist in such protest or legal action at Sears
expense. If demanded by Sears, Licensee/Tenant shall join in such protest or
legal action at Sears expense. Licensee/Tenant shall not undertake such protest
or legal action on its own behalf without first securing Sears written
permission to do so. If Sears permits Licensee/Tenant to undertake such protest
or legal action, such protest or legal action shall be at Licensee/Tenant's sole
expense. Sears shall cooperate and assist reasonably therein at
Licensee/Tenant's expense. For the purposes of the foregoing, expenses shall
include reasonable attorneys' fees. All recovery in the form of legal damages or
settlement shall belong to the party bearing the expense of such protest or
legal action.

ADVERTISING

         9. Licensee/Tenant shall advertise and actively promote the Concession
authorized by this Agreement. Prior to Licensee/Tenant's use thereof in
connection with the Concession, Licensee/Tenant shall submit all signs,
advertising copy, including, but not limited to, sales brochures, newspaper
advertisements, radio and television commercials; all sales promotional plans
and devices; and all customer contract forms, guarantee certificates; and other
forms and materials; to Sears Divisional Vice President, Licensed Businesses, in
Hoffman


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Estates, or to his designee, for approval. Licensee/Tenant will not use any such
advertising material or sales promotional plan or device without such prior
approval. Sears has the right to disapprove any or all the aforesaid advertising
forms and other materials insofar as they, in Sears opinion, do not properly use
Sears trademarks, service marks or trade names; may subject Sears to liability,
loss of goodwill, damage to Sears reputation or Sears customer relations; or may
fail to adhere to the requirements of any Federal, state or local governmental
rules, regulations and laws.

PUBLICITY

         10. Licensee/Tenant will not issue any publicity or press release
regarding its contractual relations with Sears hereunder or regarding the
Concession, and will refrain from making any reference to this Agreement or to
Sears in the solicitation of business without obtaining Sears prior written
approval and consent to such action.

RELATIONSHIP

         11. Licensee/Tenant is an independent contractor. Nothing contained in
or done pursuant to this Agreement shall be construed as creating a partnership,
agency or joint venture. Except as otherwise expressly provided in this
Agreement, neither party shall become bound by any representation, act or
omission of the other party.

PRICES

         12. Sears has no right or power to establish or control the prices at
which Licensee/Tenant offers service and/or merchandise in the Concession. Such
right and power is retained by Licensee/Tenant.

LICENSEE/TENANT'S OBLIGATIONS

         13. (a) Licensee/Tenant will make no purchases or incur any obligation
or expense of any kind in the name of Sears. Prior to any purchase(s) involving
the Concession, Licensee/Tenant shall inform its vendor(s) that Sears is not
responsible for any obligation(s) incurred as a result of Licensee/Tenant's
purchase(s).

             (b) Licensee/Tenant shall promptly pay all its obligations,
including those for labor and material, and will


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not allow any lien(s) to attach to any Sears or customer's property as a result
of Licensee/Tenant's failure to pay such sums.

LICENSEE/TENANT'S EMPLOYES

         14. (a) Licensee/Tenant has no authority to employ persons on behalf of
Sears and no employes of Licensee/Tenant shall be deemed to be employes or
agents of Sears, such employes at all times remaining Licensee/Tenant's
employes. Licensee/Tenant has sole and exclusive control over its labor and
employe relations policies, and its policies relating to wages, hours, working
conditions, or conditions of its employes. Licensee/Tenant has the sole and
exclusive right to hire, transfer, suspend, lay off, recall, promote, assign,
discipline, adjust grievances and discharge its employes, provided, however,
that at any time Sears so requests, Licensee/Tenant will give consideration to
the transfer from the Concession of any employe who is objectionable to Sears
for reasons of health, safety and/or security of Sears customers, employes or
merchandise and/or whose manner impairs Sears customer relations. If Sears
objects to any of Licensee/Tenant's employes, and Licensee/Tenant refuses to
remove such employe and the conditions which caused Sears to object continue,
Sears may terminate this Agreement by giving ninety (90) days notice to
Licensee/Tenant.

             (b) Licensee/Tenant is solely responsible for all salaries and
other compensation of all its employes and will make all necessary salary
deductions and withholdings from its employes' salaries and other compensation,
and is solely responsible for the payment of any and all contributions, taxes
and assessments and all other requirements of the Federal Social Security,
Federal and state unemployment compensation and Federal, state and local
withholding of income tax laws on all salary and other compensation of its
employes.

             (c) Licensee/Tenant will comply with any other contract, Federal,
state or local law, ordinance, rule, or regulation regarding its employes,
including Federal or state laws or regulations regarding minimum compensation,
overtime and equal opportunities for employment, and, in particular,
Licensee/Tenant will comply with the terms of the Federal Civil Rights Acts, Age
Discrimination in Employment Act, Occupational Safety and Health Act, and the
Federal Fair Labor Standards Act, whether or not Licensee/Tenant may otherwise
be exempt from such acts by reason of Licensee/Tenant's size or the nature of
Licensee/Tenant's business or for any other reason whatsoever.


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             (d) Licensee/Tenant warrants that its employes, while working in
connection with this Agreement, will comply with any and all applicable Federal,
state or local laws, rules, regulations and ordinances.

LICENSEE/TENANT'S EQUIPMENT

         15. Entirely at its own expense, Licensee/Tenant shall install
furniture, fixtures and equipment as may be necessary and proper for the
operation of the Concession (such furniture, fixtures and equipment being herein
for convenience referred to as "Licensee/Tenant's Equipment"). Licensee/Tenant's
Equipment, and its size, design and location, shall at all times be subject to
Sears approval.

PROHIBITED LIENS

         16. Except as otherwise provided in this Agreement, Licensee/Tenant
shall not allow, suffer or permit any liens, claims or encumbrances to attach to
or against by reason of the installation of any of Licensee/Tenant's Equipment
or construction of Leasehold Improvements, Sears premises in which the
Concession is located. In the event any lien, claim or encumbrance attaches to
Sears premises, Licensee/Tenant shall immediately take all necessary action to
cause such lien, claim or encumbrance to be released and discharged, or Sears,
at its option, may take such action and charge Licensee/Tenant or withhold from
sales receipts all expenses, including attorneys fees, incurred by Sears in
removing such liens.

CUSTOMER ADJUSTMENT

         17. (a) All of the work and services performed by Licensee/Tenant in
connection with the Concession shall be of a high standard of professionalism,
and all of the merchandise sold in connection with such Concession shall be of
high quality. Licensee/Tenant shall at all times maintain a general policy of
satisfaction of customers and shall adjust all complaints of and controversies
with customers arising out of the operation of the Concession.

             (b) In any case in which an adjustment is unsatisfactory to the
customer, Sears shall have the right, at Licensee/Tenant's expense, to make such
further adjustment as Sears may deem necessary under the circumstances, and any
adjustment made by Sears shall be conclusive and binding upon


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Licensee/Tenant. Sears may deduct the amounts of any such adjustments from the
sales receipts held by Sears as described in Paragraph 25. Licensee/Tenant shall
maintain files pertaining to customer complaints and their adjustment and make
such files available to Sears, at Sears request.

CONDITION OF CONCESSION AREA

         18. Licensee/Tenant shall, at its expense, keep the space occupied by
the Concession in a thoroughly clean and neat condition and shall maintain
Licensee/Tenant's Equipment in good order and repair.

HOURS, RULES

         19. (a) The Concession shall be kept open for business and operated
during the business hours agreed to by Sears, Department 725 and
Licensee/Tenant.

             (b) Licensee/Tenant shall conduct its operations in an honest,
courteous and efficient manner and abide by safety and security rules and
regulations of Sears in effect from time to time.

ACCESS TO CONCESSION AREA

         20. Licensee/Tenant shall have access to the area occupied by the
Concession at all times that the Store is open to customers for business and at
all such other times as the Store Manager of the Store authorizes and approves.
Sears shall be furnished with keys to the Concession area and shall have access
thereto at all times.

RIGHTS RESERVED BY SEARS

         21. Sears retains the following rights, each of which Sears may
exercise without notice to Licensee/Tenant and without liability to
Licensee/Tenant for damage or injury to property, person or business. The
exercise of any such rights shall not be deemed to constitute an eviction,
constructive or partial eviction or disturbance of Licensee/Tenant's use or
possession of the Concession and shall not give rise to any claim for set-off or
abatement of the Fee or any other claim:

             (a) To, solely at Sears' discretion, not open the Store at any time
for purposes of taking a physical inventory. Licensee/Tenant waives any claim it
may have against Sears for


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damages resulting from such closing.

             (b) Sears shall have the right to change the location, dimensions
and amount of area of the Concession from time to time during the Term in
accordance with Sears judgment as to what arrangements will be most satisfactory
for the general good of the Store, and this Agreement shall apply to such new
space. In the event Sears desires that the Concession's location be changed,
Sears will, at its expense, move Licensee/Tenant's Equipment to the new location
and prepare the space for occupation and use by the Concession. The new space
shall be as nearly equal to the original space as practicable. If a change in
location is requested or initiated by Licensee/Tenant, then Licensee/Tenant
shall bear all expense involved in moving Licensee/Tenant's Equipment.

             (c) To change the Store's name or street address.

             (d) To install, affix and maintain any and all signs on the
exterior and interior of the Store. Provided however, that when required by
state law or ethical considerations, Licensee/Tenant shall have the right to
post and maintain a sign on the Concession premises containing Licensee/Tenant's
name and identifying the Concession as Licensee/Tenant's optometric office. All
such signs shall comply with applicable rules and regulations, and shall be
acceptable to Sears.

             (e) To decorate or to make repairs, alterations, additions, or
improvements, whether structural or otherwise, in and about the Store, or any
part thereof, and for such purposes enter the Concession and, during the
continuance of any such work, to temporarily close doors, entryways, public
space and corridors in the Store and to interrupt or temporarily suspend
services and facilities, all without affecting any of Licensee/Tenant's
obligations hereunder, so long as the Concession is reasonably accessible.

             (f) To furnish door keys of doors in the Concession at the
commencement of the Agreement. To retain at all times, and to use in appropriate
instances, keys to all doors within and into the Concession. Licensee/Tenant
agrees to purchase only from Sears additional duplicate keys as required, not to
change any locks, and not to affix additional locks on doors without the prior
written consent of Sears. Notwithstanding the provision for Sears access to the
Concession, Licensee/Tenant relieves Sears of all responsibility arising out of
theft, robbery and pilferage. Provided however, that Licensee/Tenant


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does not relieve Sears of liability for Sears own negligence or willful
misconduct. Upon the expiration of the Term or of Licensee/Tenant's right to
possession, Licensee/Tenant shall return all keys to Sears and shall disclose to
Sears the combination of any safes, cabinets or vaults left in the Concession.

             (g) To designate and approve, prior to installation, all types of
window shades, blinds, draperies, window ventilators and any other similar
equipment.

             (h) To approve the weight, size and location of safes, vaults and
other heavy equipment and articles in and about the Concession, and to require
all such items and furniture and similar items to be moved into or out of the
Store and Concession only at such times and in such manner as Sears shall direct
in writing. Licensee/Tenant shall not install or operate machinery or any
mechanical devices of a nature not directly related to Licensee/Tenant's
ordinary use of the Concession without the prior written consent of Sears.
Movements of Licensee/Tenant's property into or out of the Store and within the
Store are entirely at the risk and responsibility of Licensee/Tenant and Sears
reserves the right to require permits before allowing any property to be moved
into or out of the Store.

             (i) To establish controls for the purpose of regulating all
property and packages (both personal and otherwise) to be moved into or out of
the Store and Concession and for the purpose of regulating access to public
common areas of the Store.

             (j) To regulate delivery and service of inventory, merchandise and
other similar items in order to insure the cleanliness and security of the
Concession, and to avoid congestion of the loading docks, receiving areas and
freight elevators.

             (k) To show the Concession to prospective licensee/tenants at
reasonable hours during the last three (3) months of the Term of the Agreement,
and if vacated or abandoned, to show the Concession at any time and to prepare
the Concession for reoccupancy.

             (l) To erect, use and maintain pipes, ducts, wiring, conduits and
appurtenances in and through the Concession at reasonable locations and at all
reasonable times.


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UTILITIES

         22. (a) Sears shall furnish, at reasonable hours and, except as
otherwise provided, without expense to Licensee/Tenant, a reasonable amount of
heat, light and electric power for the operation of the Concession, except when
prevented by strikes, accidents, breakdowns, improvements and repairs to the
heating, lighting and electric power systems or other causes beyond the control
of Sears. Sears shall not be liable for any injury or damage whatsoever which
may arise by reason of Sears failure to furnish such heat, light and electric
power, regardless of the cause of such failure, all claims for such injury or
damage are expressly waived by Licensee/Tenant.

TELEPHONE

             (b) If requested by Licensee/Tenant, Sears will arrange for
telephone service for the Concession. Sears will pay for all local calls and
Licensee/Tenant will pay for any long-distance calls, at the rate charged by the
telephone company. All telephone numbers used in connection with the Concession
shall be separate from phone numbers used by Licensee/Tenant in its other
business operations and such numbers shall be deemed to be the property of
Sears. Upon expiration or termination of this Agreement, Licensee/Tenant shall
immediately, upon demand by Sears, cease to use such numbers and transfer such
numbers to Sears or to any party Sears designates, and Licensee/Tenant shall
immediately notify the telephone company of any such transfer.

CREDIT SALES

         23. (a) When permitted by state law, and with the approval of the
Credit Central designated by Sears, Licensee/Tenant may offer to sell, assign
and transfer its credit accounts to Sears, or Licensee/Tenant may make sales on
such of Sears regularly established credit plans (including the Discover Card)
as may be first approved by such Credit Central. The approval of such Credit
Central is required for each individual credit sale, and approval shall be
granted in the sole discretion of the Credit Central. No part of the finance
charge which may be made by Sears in connection with any credit sale shall be
payable to or credited in any way to Licensee/Tenant. All losses sustained by
Sears as a result of non-payment of a Sears credit account shall be borne by
Sears, provided that Licensee/Tenant has complied with Sears credit policies and
procedures.


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CREDIT SALES

             (b) Licensee/Tenant will comply with all provisions of Federal and
state laws governing credit sales, and their solicitation, including but not
limited to provisions dealing with disclosures to customers and finance charges.

NON-PAYMENT OF CHECKS

             (c) Any and all losses which may be sustained by reason of
non-payment of any and all check(s) upon presentment shall be borne by and
charged to Licensee/Tenant, and Sears shall have no liability for such checks.

CASH REGISTER

         24. At its expense, Sears shall furnish a cash register for use in
connection with the Concession. Such cash register shall be of a size and design
satisfactory to Sears, and shall at all times be and remain the property of
Sears. Licensee/Tenant shall immediately return such cash register to Sears upon
demand. Sears shall have the right to take possession of the cash register at
any time without giving prior notice to Licensee/Tenant.

SALES RECEIPTS

         25. (a) At the close of each business day, Licensee/Tenant shall submit
an accounting of the gross sales of Licensee/Tenant and where appropriate, the
returns, allowances and customer adjustments made during such day by
Licensee/Tenant to the head cashier of the Sears unit which Sears shall
designate. When making such reports, Licensee/Tenant shall deliver, in cash, the
gross amount of all cash sales, and all credit sales documents for transactions
completed that day to such cashier. An account of Licensee/Tenant's receipts
shall be kept by both Licensee/Tenant and Sears. Sears shall have the right to
retain out of such receipts the proper amount of the Fee payable under this
Agreement together with any other sums due Sears from Licensee/Tenant. The
remaining balance shall be payable to Licensee/Tenant at the regular settlement.

             (b) Licensee/Tenant shall reimburse Sears at each settlement for
all invoiced expenses, including any advertising expense, incurred by Sears on
behalf of Licensee/Tenant and requested by Licensee/Tenant, outstanding at the
time of such


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settlement. If Sears is not reimbursed at such settlement, then Sears shall have
the right, but not the obligation, to retain out of Licensee/Tenant's sales
receipts the amount of such expense(s) with interest, if any, due Sears.

SETTLEMENT

         26. A settlement between the parties shall be made promptly each month
for all Commissions and any and all other sums due and owing between the parties
for such month. Sears will advance to Licensee/Tenant at the end of each week a
sum equal to:


made by Licensee/Tenant in the Concession during such week. Such weekly advances
shall be advances to the monthly settlement.

AUDIT

         27. Licensee/Tenant shall keep and maintain books and records which
accurately reflect the sales made by Licensee/Tenant under this Agreement and
the expenses which Licensee/Tenant incurs in performing under this Agreement.
Sears shall have the right at any reasonable time to review and audit the books
and records of Licensee/Tenant regarding this Agreement. Such books and records
shall be kept and maintained according to generally accepted accounting
principles.

PERIODIC REPORTS

         28. Licensee/Tenant shall provide to Sears a monthly report of sales
and income in the manner and form prescribed by Sears, together with any other
information Sears may require for its records or auditing purposes.

WAIVER

         29. Licensee/Tenant waives any and all claims it may have against Sears
for damage to Licensee/Tenant, for the safekeeping or safe delivery or damage to
any property whatsoever of Licensee/Tenant or of any customer of Licensee/Tenant
at the location of the Concession, because of the alleged negligence, act or
omission of Sears or of any tenant, licensee, or occupant of the premises at
which the Concession may be located, or because of any damage caused by any
casualty, including but not limited to, fire, water, snow, steam, gas or odors
in or from


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the Store or Store premises, or because of the leaking of any plumbing, or
because of any accident or event which may occur in the Store or upon Store
premises, or because of the alleged acts or omissions of any janitors or other
persons in or about the Store or Store premises or from any cause whatsoever.

INDEMNITY BY LICENSEE/TENANT

         30. Licensee/Tenant covenants that it will protect, defend, hold
harmless and indemnify Sears, its directors, officers and employes, from and
against any and all expenses, claims, actions, liabilities, penalties,
attorneys' fees, damages and losses of any kind whatsoever (including, without
limitation of the foregoing, death of or injury to persons and damage to
property), actually or allegedly resulting from or connected with the operation
of the Concession (including, without limitation of the foregoing, goods sold,
work done, services rendered, or products utilized therein, lack of repair in or
about the area occupied by the Concession, operation of or defects in any
machinery, motor vehicles, or equipment used in connection with
Licensee/Tenant's business hereunder, or located within the area occupied by the
Concession; or arising out of any actual or alleged infringement of any patent
or claim of patent, copyright or non-Sears trademark, service mark, or trade
name); or from the omission or commission of any act, lawful or unlawful by
Licensee/Tenant or its agents or employes, whether or not such act is within the
scope of the employment of such agents or employes. This indemnity shall not
apply to any injury or damage which is caused solely by Sears' negligence.
Licensee/Tenant's indemnity shall survive the termination of this Agreement.

INSURANCE

         31. (a) Licensee/Tenant hereby covenants that it shall, at its sole
expense, obtain and maintain during the Term the following policies of insurance
from companies satisfactory to Sears and containing provisions satisfactory to
Sears and adequate to fully protect Sears as well as Licensee/Tenant from and
against all expenses, claims, actions, liabilities and losses related to the
subjects covered by the policies of insurance below:

                 (1) Worker's Compensation Insurance containing a waiver of
subrogation in favor of Sears executed by the insurance company (when permitted
by state law) and covering all costs, benefits and liability under state
worker's compensation


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and similar laws which may accrue in favor of any person employed by
Licensee/Tenant; and Employer's Liability Insurance with limits of not less than
$l00,000.

                 (2) Comprehensive General Liability Insurance, including, but
not limited to, coverage for product liability and completed operations
insurance, and containing a Contractual Liability Endorsement specifically
covering the indemnity provisions in this Agreement, with limits of not less
than $500,000 for bodily injury per occurrence and $l00,000 for property damage
per occurrence.

                 (3) Motor Vehicle Liability insurance with an Employer's
Non-Ownership Liability Endorsement in Licensee/Tenant's name covering all
vehicles used by Licensee/Tenant in connection with Licensee/Tenant's business
hereunder, with limits of not less than $500,000 combined single limit for
bodily injury and property damage per occurrence.

                 (4) Fire and Extended Coverage Insurance upon Licensee/Tenant's
property, equipment and merchandise utilized in the Concession for the full
insurable value thereof and containing a waiver of subrogation in favor of Sears
executed by the insurance company. Licensee/Tenant shall pay only the first
$250,000 for damages to Sears property caused by Licensee/Tenant, and Sears
shall provide Licensee/Tenant with a waiver of subrogation for all losses
covered by Sears fire and extended coverage insurance.

                 (5) Bailee's Insurance with limits covering the value of any
and all customers' goods in Licensee/Tenant's possession.

                 (6) Malpractice or Professional Liability Insurance covering
all professional activities conducted by Licensee/Tenant, or its agents,
employees or sub-licensees, with limits of not less than $1,000,000 for bodily
injury per occurrence.

             (b) Each policy shall name Sears as an additional insured and shall
contain a severability of interest/cross liability endorsement and a waiver of
subrogation in Sears favor executed by the insurance company. Licensee/Tenant
may self-insure the coverage described in 31(a), (1), (4) and (5) above, with
Sears consent.

             (c) Licensee/Tenant's policies of insurance shall


<PAGE>

expressly provide that they shall not be subject to material change or
cancellation without at least thirty (30) days' prior notice to Sears.

             (d) Licensee/Tenant shall furnish Sears with certificates of
insurance or, at Sears request, copies of policies, prior to execution of this
Agreement. If, in Sears opinion, such policies do not afford adequate protection
for Sears, Sears will so advise Licensee/Tenant, and if Licensee/Tenant does not
furnish evidence of acceptable coverage within fifteen (l5) days, Sears shall
have the right, at its option, to obtain additional insurance at the expense of
Licensee/Tenant and deduct the cost of such insurance from the sales receipts
held by Sears as described in Paragraph 25 of this Agreement.

             (e) Any approval by Sears of any of Licensee/Tenant's insurance
policies or additional insurance obtained by Sears shall not relieve
Licensee/Tenant of any responsibility under this Agreement, including liability
for claims in excess of described limits.

MUTUAL RIGHT OF TERMINATION

         32. Either party may terminate this Agreement without cause, without
penalty, and without liability for any damages as a result of such termination,
at any time hereafter by giving the other party at least ninety (90) days' prior
notice. The notice shall specify the termination date.

ASSIGNMENT BY LICENSEE/TENANT

         33. Licensee/Tenant may sublet all or a portion of the Concession area
to a licensed optometrist or ophthalmologist for use as an examining room. Any
such sub-lease shall be subject to all the terms and conditions of this
Agreement, and Licensee/Tenant shall remain fully liable to Sears for the
performance by such sub-leased tenant of all the obligations contained in this
Agreement. Licensee/Tenant shall not otherwise sublet, assign or transfer all or
any part of the Concession area without prior written consent of Sears. Any such
transfer or attempt to transfer by Licensee/Tenant, whether expressly or by
operation of law, and without Sears prior written consent, shall, at the option
of Sears, without notice, immediately terminate this Agreement. The sale of
Licensee/Tenant's business or any other transaction which shifts the rights or
liabilities of Licensee/Tenant to another


<PAGE>

controlling interest, shall be such a transfer.

RIGHT TO TERMINATE ON DEFAULT OR INSOLVENCY BY LICENSEE/TENANT

         34. In the event any bankruptcy or insolvency proceedings are commenced
by or against Licensee/Tenant, or if any property of Licensee/Tenant passes into
the hands of any receiver, assignee, officer of the law or creditor, or if
Licensee/Tenant vacates, abandons, or ceases to operate under this Agreement, or
if Licensee/Tenant fails to comply with any material provision or condition of
this Agreement, then, Sears may terminate this Agreement immediately unless
prohibited by law.

RIGHT TO TERMINATION ON CLOSING OF STORE

         35. Sears may, solely at Sears discretion, terminate this Agreement
without notice, due to the closing of the Store. Licensee/Tenant shall not be
entitled to any notice of the Store closing prior to a public announcement of
such closing. Licensee/Tenant waives any claim it may have against Sears for
damages, if any, incurred as a result of such closing.

RIGHT OF TERMINATION AFTER FIRE

         36. In the event the Store is damaged by fire or any other casualty in
such a manner that the space occupied by the Concession becomes untenantable,
this Agreement may be terminated effective as of the date of such casualty, by
either party giving the other party written notice of such termination within
twenty (20) days after the occurrence of such casualty. If such notice is not
given, then this Agreement shall not terminate, but shall remain in full force
and effect and the parties shall cooperate with each other so that
Licensee/Tenant may resume the conduct of business as soon as possible.

SUBJECT TO STORE LEASES

         37. If the Store is leased to Sears, this Agreement shall be subject to
all of the terms, leases and conditions contained in such lease. In the event of
the termination of any such lease by expiration of time or otherwise, this
Agreement shall immediately terminate.

FUTURE OBLIGATIONS

         38. After the termination of this Agreement by expiration of time or
otherwise, Licensee/Tenant shall have no right or


<PAGE>

interest in future contracts with Sears relating to any operation similar to
that under this Agreement, and Sears may, without incurring any liability to
Licensee/Tenant:

                 (l) enter into an Agreement for the operation of a similar
business with any person or organization Sears chooses, including, but not
limited to, Licensee/Tenant or any of Licensee/Tenant's counterparts,

                 (2) directly operate a similar business itself, or

                 (3) terminate the operation of the business.

REMOVAL OF LICENSEE/TENANT'S EQUIPMENT

         39. Upon the termination of this Agreement by expiration of time or
otherwise, Licensee/Tenant shall, at its expense, immediately remove all of
Licensee/Tenant's Equipment from Sears' premises and shall, without delay and at
Licensee/Tenant's expense, repair any damage to Sears' premises caused by such
removal.

QUIET ENJOYMENT

         40. Sears covenants that, subject to the provisions of this Agreement
and upon Licensee/Tenant (i) paying the Fee and other payments due to Sears
under this Agreement, and (ii) observing and keeping all the covenants, terms
and conditions of this Agreement, Licensee/Tenant will lawfully and quietly
hold, occupy and enjoy the concession area during the Term without interference
from Sears or any person claiming through Sears.

SURVIVAL OF OBLIGATIONS

         41. No termination of this Agreement, by expiration of time or
otherwise, shall relieve the parties of liability for obligations arising out of
the operation of the Concession before termination.

LICENSES, LAWS, ORDINANCES

         42. Licensee/Tenant shall, at its expense, obtain all permits and
licenses which may be required under any applicable Federal, state, or local
law, ordinance, rule or regulation by virtue of any act performed within the
scope of this Agreement. Licensee/Tenant shall comply fully with all applicable
Federal, state and local laws, ordinances, rules and regulations,


<PAGE>

including all rules and regulations of the Federal Trade Commission, all
applicable rules and regulations governing the practice of optometry or
opthalmology, and all ethical rules of Licensee/Tenant's profession.

FEES, TAXES

         43. Licensee/Tenant shall, at its expense, pay and discharge all
license commissions, business, use, sales, gross receipts, income, property or
other applicable taxes or assessments which may be charged or levied by reason
of any act performed as a result of this Agreement, excluding, however, all
taxes and assessments applicable to Sears income from the Fee or applicable to
Sears property.

REMEDIES CUMULATIVE

         44. The remedies provided in this Agreement are cumulative, and shall
not affect in any manner any other remedies that either party may have for any
default or breach by the other party. The exercise of any right or remedy shall
not constitute a waiver of any other right or remedy under this Agreement or
provided by law or equity. No waiver of any such right or remedy shall be
implied from failure to enforce any such right or remedy other than that to
which the waiver is applicable, and only for that occurrence.

ASSIGNS

         45. The provisions of this Agreement shall be binding upon
Licensee/Tenant and upon Licensee/Tenant's successors and assigns and shall be
binding upon and inure to the benefit of Sears, its successors and assigns.

NOTICES

         46. All notices herein provided for or which may be given in connection
with this Agreement shall be in writing and given by personal delivery or
certified or registered mail with postage prepaid and return receipt requested
or its equivalent such as private express courier.

Notices given by Licensee/Tenant to Sears shall be addressed to:

                  SEARS, ROEBUCK AND CO.
                  Attention: Vice President & General Manager,
                             Licensed Businesses,
                             Department 725   E3-359B
                  3333 Beverly Road
                  Hoffman Estates, Illinois  60179


<PAGE>

Notices given by Sears to Licensee/Tenant shall be addressed to:

                 COLE VISION CORPORATION
                 Attention: President
                 1925 Enterprise Parkway
                 Twinsburg, OH 44087-8059


Notices if so sent shall be deemed to have been given when sent.

ILLEGAL PROVISION

         47. If any provision in this Agreement is held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
included.

GOVERNING LAW

         48. This Agreement shall be interpreted and governed by the laws of the
State of Illinois.

ENTIRE AGREEMENT

         49. This Agreement sets forth the entire agreement and understanding
between the parties with respect to the subject matter hereof. This Agreement
shall not be supplemented, modified or amended except by a written instrument
signed by a duly authorized officer or agent of both parties and no person has
or shall have the authority to supplement, modify or amend this Agreement in any
other manner.

PARAGRAPH TITLES

         50. The paragraph titles in this Agreement are for the mere convenience
of the parties, and shall not be considered in any construction or
interpretation of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have this day set their hands
by their proper officers or agents duly authorized thereunto.

<PAGE>

                                            SEARS, ROEBUCK AND CO.



                                            By:_____________________________
                                               Vice President & General Manager
                                               Licensed Businesses



                                            COLE VISION CORPORATION


                                            By:_____________________________
                                               President