EXHIBIT
10.1





As of
November 11, 2009





Emerging
Vision, Inc.


100
Quentin Roosevelt Boulevard


Garden
City, New York  11530





Attn:  Christopher
G. Payan, CEO





Re:
            M&T
      Bank with Emerging Vision, Inc. (the
"Borrower")


Limited Waiver and Amendment to
Revolving Line of Credit made available by M&TBank to the Borrower (the
"Line of Credit” or the “Loan")





Dear Mr.
Payan:





Manufacturers
and Traders Trust Company (the "Bank") agreed to make available to the Borrower
the Line of Credit pursuant to which the Borrower and the Bank entered into that
certain Revolving Line of Credit Note and Credit Agreement dated as of August 7,
2007 (the “Note”) as same was amended by a Waiver and Amendment Letter dated as
of November 14, 2008 and a Limited Waiver, Extension and Amendment dated as of
April 1, 2009 (collectively, the "Amendment").





You have
requested that the Bank waive the requirements under
Paragraph (h) (3) of the “AFFIRMATIVE COVENANTS” Section of the Note for the 3rd quarter of
2009.





The Bank
has agreed to the above request provided, in conjunction therewith, (i) the
Principal Amount of the Note
shall be amended as set forth herein and (ii) Borrower shall pay a Waiver
Fee, as hereinafter defined.





LIMITED
WAIVER:





Paragraph
(h) (3) of the “AFFIRMATIVE COVENANTS” Section of the Note reads as
follows:





(3)           Maximum
Funded Debt to EBITDA* as follows:


4.0 as of 9/30/07 and
12/31/07;


3.75 as of 3/31/08, 6/30/08 and
9/30/08;


3.5 as of 12/31/08 and all
quarters thereafter, to be tested quarterly on a trailing 12 month
basis.





*Note:  EBITDA
shall add back any non-cash expense associated


with
compensation and/or stock awards.  Funded Debt shall
include


outstanding
balances under the M&T Revolving Line of Credit plus


related party debt including the
Combine seller note.








Pursuant
to your request, the Bank hereby agrees to waive the Maximum Funded Debt to
EBITDA requirement under Paragraph (h) (3) of the
“AFFIRMATIVE COVENANTS” Section of the Note but only
for the 3rd quarter of 2009.In
consideration for the Bank’s agreeing to grant this waiver to Borrower, Borrower
shall remit a waiver fee of $5,000.00 (the “Waiver Fee”) to the Bank
contemporaneously with its execution and delivery hereof.





AMENDMENT:





Pursuant
to your request, the Principal Amount/Maximum Loan Amount of the Note is hereby
amended and shall hereafter be $5,750,000.00.





Contemporaneously
with Borrower’s execution and delivery hereof, the Borrower shall execute the
accompanying “Allonge to
Note” and deliver same to the Bank contemporaneously
herewith.





ADDITIONAL
TERMS/CLARIFICATION:





All other
terms, conditions, definitions and provisions of the Note remain unchanged and
in full force and effect.





Contemporaneous
with the execution of this Limited Waiver and Amendment Borrower shall remit the
Waiver Fee to the Bank.





Please be
aware that this Limited Waiver
and Amendment pertains only to the matters and fiscal periods
specifically set forth herein and it pertains only to the specific terms of the
Note set forth herein.  All other terms,  conditions,
definitions and provisions of the Note not specifically and expressly amended
hereby and all terms, conditions, definitions and provisions of all other loan
documents executed and delivered in connection with the Loan remain in full
force and effect during the term of this waiver and thereafter.











MANUFACTURERS AND TRADERS TRUST
COMPANY, a New York banking institution








By: /s/ Tamra
Postiglione


Tamra
Postiglione, Vice President







ACKNOWLEDGED
AND AGREED TO BY:


“BORROWER”





EMERGING
VISION, INC.








By: /s/ Christopher G.
Payan


Christopher
G. Payan, CEO







AGREED,
CONSENTED TO AND RATIFIED BY:


"GUARANTORS"





OG
ACQUISITION, INC.





By:           /s/ Brian P.
Alessi


Name: Brian P. Alessi


Title: Chief Financial
Officer







COMBINE
BUYING GROUP, INC.





By:           /s/ Brian P.
Alessi


Name: Brian P. Alessi


Title: Chief Financial
Officer








1725758
ONTARIO INC. D/B/A THE OPTICAL GROUP





By:           /s/ Brian P.
Alessi


Name: Brian P. Alessi


Title: Chief Financial
Officer