EXHIBIT
      10.2





Obligor:
            EMERGING
      VISION, INC.





Original
      Loan
Amount:   $6,000,000.00


REVISED
      LOAN
AMOUNT:   $5,750,000.00





Manufacturers
      and Traders Trust Company
              One
      M & T Plaza, Buffalo, New York
14240











ALLONGE


(Revision
Agreement of Note)





This
Agreement refers to the loan (the “Loan”) evidenced by a Revolving Line of
Credit Note and Credit Agreement dated as of August 7, 2007 as same was amended
by letter dated as of November 14, 2008 and further amended by Limited Waiver
and Amendment dated as of April 1, 2009, in the original principal amount of SIX
MILLION and 00/100 ($6,000,000) DOLLARS (the "Note"), executed by EMERGING
VISION, INC. (the “Borrower”) in favor of MANUFACTURERS AND TRADERS TRUST
COMPANY (the “Bank”).





By this
Agreement, the parties hereto have agreed to reduce the loan and the principal
amount of the Note to FIVE
MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100
($5,750,000.00).





ACCORDINGLY, THE NOTE IS HEREAFTER
AMENDED AS FOLLOWS:





PRINCIPAL;
PRINCIPAL AMOUNT; MAXIMUM LOAN AMOUNT; COMMITMENT.  Any
references in the Note or in any loan document executed in connection therewith
to Principal, Principal Amount, Maximum Loan Amount and Commitment (whether as a
defined term or not) shall hereafter mean FIVE MILLION SEVEN HUNDRED FIFTY
THOUSAND and 00/100 ($5,750,000.00)DOLLARS.   Accordingly,
the Maximum Loan Amount of the Note as of the date hereof isFIVE MILLION SEVEN HUNDRED FIFTY
THOUSAND and 00/100 ($5,750,000.00) DOLLARS, and advances under the Note
shall be available to Borrower in an aggregate principal amount up to, but not
exceeding at any time (and inclusive of any sums currently outstanding) the
outstanding principal sum of FIVE MILLION SEVEN HUNDRED FIFTY
THOUSAND and 00/100 ($5,750,000.00)DOLLARS (the
"Commitment").





BY GRANTING THIS REVISION the
Bank does not waive any of the rights remedies it may have under the Note or any
of the loan documents executed in connection with the Loan (the “Loan
Documents”) and the Bank hereby expressly reserves all such rights and remedies
granted to it under the Note and the Loan Documents. This Agreement is a
revision only, and is not a novation; and except as herein provided, all other
terms and conditions of said Note and of any security agreements, guaranties or
other documents of lien or encumbrance shall remain in full force and
effect.








Dated:
      As of November 11, 2009








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











ACCEPTED
      BY:





MANUFACTURERS
      AND TRADERS TRUST COMPANY








By:
      /s/ Tamra
      Postiglione


Name:
Tamra Postiglione


Title:  Vice
President