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April 14, 1998




Sterling Vision, Inc.
1500 Hempstead Turnpike
East Meadow, New York  11554

         Re:      Loan Agreement dated June 30, 1997, as amended by two (2)
                  letter agreements, both dated June 30, 1997, and First
                  Amendment to Loan Agreement dated October 9, 1997 (as
                  amended, the "Loan Agreement"), between Sterling Vision,
                  Inc., a New York corporation (the "Borrower"), and STI
                  Credit Corporation, a Nevada corporation (the "Lender")

Gentlemen:

         As you are aware, Section 6.16 of the Loan Agreement requires, among
other things, that the Borrower maintain: (i) a positive annual net income
(after taxes), calculated in accordance with generally accepted accounting
principles applied on a consistent basis, as reflected in the Borrower's
audited annual financial statements, and (ii) shareholders' equity (capital
stock, additional paid-in capital and retained earnings) of not less than
$26,000,000, calculated in accordance with generally accepted accounting
principles applied on a consistent basis. Although we have not yet received
the Borrower's audited annual financial statements for the year ended December
31, 1997, you have advised us that the Borrower incurred a net loss of
approximately $14,162,000 for such period (of which, approximately $5,916,000
represents a one-time charge to earnings as a result of the Borrower's
issuance and sale of its convertible debentures due August 25, 1998), and that
as a result of such loss the Borrower's shareholders' equity was reduced to
approximately $21,271,000 as of the end of such period; consequently, the
Borrower is presently out of compliance with those requirements of Section
6.16 cited above.

         Capitalized terms used in this letter that are not otherwise defined
herein shall have the meanings assigned to such terms in the Loan Agreement.

         Waiver. In reliance upon the Borrower's representations and
warranties set forth below, and the additional terms and provisions set forth
in this letter, the Lender will excuse the Borrower from its noncompliance
with those requirements of Section 6.16 cited above, provided that:

                  (i) the Borrower's net loss for the year ended December 31,
1997, as reflected in its audited annual financial statements for such period,
shall not exceed $14,200,000; and

                                                   Exhibit 10.77


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                  (ii) the Borrower's shareholder's equity as of December 31,
1997, as reflected in its audited annual financial statements for the period
then ended, shall not be less than $21,200,000.

         If the Borrower fails to satisfy either of the foregoing conditions,
this waiver (the "Waiver") shall be immediately revoked without notice.

         The Waiver is strictly limited to the Borrower's fiscal year ended
December 31, 1997; except as otherwise expressly set forth in this letter,
nothing herein shall be deemed to excuse the Borrower from future compliance
with those requirements of Section 6.16 cited above (as modified hereby),
which requirements the Lender will hereafter strictly enforce. Likewise,
except as otherwise expressly set forth in this letter, nothing herein shall
be deemed to excuse the Borrower from, or constitute a waiver of, any other
requirements under the Loan Agreement. The Waiver is solely for the purpose of
waiving the Lender's right to exercise certain remedies due to a circumstance
that, with notice or the passage of time or both, would constitute an Event of
Default; the Waiver shall not in any way apply to or affect any other
provision of the Agreement.

         Additional Funds. The Lender shall have no obligation to disburse any
of the Additional Funds or any other funds until the Borrower: (i) has
generated a positive annual net income (after taxes) for the year ended
December 31, 1998, calculated in accordance with generally accepted accounting
principles applied on a consistent basis, as reflected in the Borrower's
audited annual financial statements for such period; and (ii) is again in full
compliance with each and every provision of the Loan Agreement (as modified
hereby), as well as all of the additional terms and provisions set forth in
this letter, without regard to the Waiver.

         Financial Information. The Borrower shall provide the Lender with a
copy of the Borrower's audited annual financial statements for the year ended
December 31, 1997, together with its entire Form 10-K for the year ended
December 31, 1997, on or before April 20, 1998; hereafter, the Borrower shall
provide the Lender with a copy of the Borrower's audited annual financial
statements for each year, together with its entire Form 10-K for each such
year, within three (3) business days after such Form 10-K is filed with the
Securities and Exchange Commission. The Borrower shall also provide the Lender
with a copy of the Borrower's unaudited quarterly financial statements for
each fiscal quarter hereafter, together with its entire Form 10-Q for each
such fiscal quarter, within three (3) business days after such Form 10-Q is
filed with the Securities and Exchange Commission.

         Financial Matters. Notwithstanding anything in the Loan Agreement to
the contrary, the provisions of Section 6.16 of the Loan Agreements shall be
effective only on and after December 31, 1998; the requirements of Section
6.16 shall be suspended until that time. Beginning on December 31, 1998, and
continuing thereafter, the minimum shareholders' equity that the Borrower is
required to maintain, pursuant to Section 6.16 of the Loan Agreement, shall be
reduced from $26,000,000 to $25,000,000.



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         Segregated Collection Account. The Borrower, in the exercise of its
best, good faith efforts, shall take each and every action necessary to
establish a segregated account (the "Collection Account") over which the
Lender will have exclusive control, into which all payments on all of the
Initial Notes and all of the Additional Notes (referred to below) shall be
immediately deposited, either by preauthorized bank draft, check or any other
form of payment, the terms of which must be fully acceptable to the Lender,
with all such actions completed no later than April 25, 1998. In connection
with the establishment of the Collection Account and as a material part
thereof, the Borrower shall use its best, good faith efforts to cause each
Franchisee/maker of the Initial Notes (other than those payable by Northern
Optical) and the Additional Notes to provide the Lender with funds transfer
instructions (debit authorizations) authorizing the Lender to draft the
Franchisee's/maker's account for all amounts payable under such Initial Notes
and Additional Notes. Alternatively, the Borrower shall assign to the Lender
all of the Borrower's rights to make automatic funds transfers with respect to
the payments that become due under the Initial Notes (other than those payable
by Northern Optical) and the Additional Notes pursuant to existing funds
transfer instructions (debit authorizations) in favor of the Borrower so that
such funds may be directly transferred from the Franchisee's/maker's accounts
into the Collection Account; such assignment shall be effective immediately
and shall be irrevocable (subject to termination only upon full payment of all
amounts owed by the Borrower to the Lender under the Loan Agreement and the
termination of the Loan Agreement). In addition, except as otherwise set forth
hereinbelow, the Lender may at any time notify the Franchisees/makers to make
all payments on the Franchisee Notes directly and exclusively to the Lender.

         Additional Notes. The Borrower shall take each and every action
reasonably required by the Lender to complete the pledge and assignment of
those additional Franchisee promissory notes and related instruments and
documents (collectively, the "Additional Notes") previously delivered to the
Lender, in accordance with Section 2.10 of the Loan Agreement, no later than
April 25, 1998. Effective on and as of the date hereof, the Additional Notes
shall for all purposes be a part of the Collateral, subject to all of the
provisions of the Loan Agreement and the additional provisions of this letter.

         Notwithstanding the provisions of Section 2.10 of the Loan Agreement
or the provisions of this letter to the contrary, provided no Event of Default
exists, the Borrower shall be permitted to collect all payments that become
due on account of the Additional Notes directly from the Franchisees/makers
thereof. The Borrower may retain all such payments except for those payments,
if any, that are received by the Borrower or an affiliate of the Borrower more
than thirty (30) days prior to the scheduled due date thereof (i.e.,
prepayments). All prepayments received by the Borrower on account of the
Additional Notes shall be immediately paid to the Lender, to be applied in
accordance with Section 2.10; provided, however, in lieu of paying such
prepayments to the Lender, the Borrower may pledge and deliver to the Lender
other Franchisee notes and the related instruments and documents, not
otherwise pledged to the Lender, having a remaining principal balance and
required debt service payments not less than the note being prepaid, provided

the substitute notes have been current for at least the last three monthly
installments payable thereunder and are otherwise reasonably acceptable to the
Lender. Upon the occurrence of an Event of Default, and thereafter until such
Event of Default is cured to the


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Lender's reasonable satisfaction or waived by the Lender at its discretion,
the Borrower's license to collect payments on account of the Additional Notes
shall be immediately revoked and terminated, whereupon all such payments shall
be collected by the Lender directly from the Franchisees/makers thereof, to be
applied by the Lender in accordance with Section 2.10.

         Fees and Expenses. The Borrower shall pay the Lender a restructuring
fee of $70,000 in connection with the transactions described in this letter.
Such restructuring fee shall be paid from those amounts collected by the
Lender on account of the Initial Notes, the Excess Notes and/or the Additional
Notes that would otherwise be applied to the Balloon Payment; provided, if the
restructuring fee is not paid in full by June 30, 1998, at the option of the
Lender, the balance thereof shall be paid immediately by the Borrower.

         If the Borrower fails to complete the pledge and assignment of the
Additional Notes (including without limitation, the delivery of all of the
original instruments and documents related thereto to the Lender, and the
execution and delivery to the Lender of such assignments, indorsements, UCC
financing statements and other documents specified from time to time by the
Lender) to the Lender's reasonable satisfaction by April 25, 1998, or if the
Borrower fails to complete the establishment of the Collection Account to the
Lender's satisfaction by April 25, 1998, then in either of such events the
Borrower shall immediately pay to the Lender a fee of $20,000 for each month
and each portion of a month thereafter until both such actions are completed
to the Lender's satisfaction.

         The Lender may, at its option and without waiving any other rights or
remedies it may have, withhold from those amounts collected by it on account
of the Initial Notes, the Excess Notes and/or the Additional Notes that would
otherwise be applied to the Balloon Payment, any and/or all of the fees and/or
expenses payable by the Borrower to the Lender pursuant to this letter if the
Borrower fails to timely pay such amounts.

         Prepayment. Section 1.6 of the Loan Agreement is hereby deleted in
its entirety. Hereafter, the Borrower may prepay all, but not less than all,
of the Advances in full, but not in part, provided that the Borrower
simultaneously pays to the Lender a prepayment fee of $500,000, together with
all principal, accrued and unpaid interest and all other amounts, if any, then
owed by the Borrower to the Lender pursuant to the Loan Agreement or the
Notes. Notwithstanding the foregoing, however, Advances may be prepaid in full
or in part without a prepayment fee to the extent, but only to the extent,
that (i) such prepayment is permitted under the provisions of Sections 2.3 or
2.4 of the Loan Agreement, but only with respect to a prepayment that results
from regularly scheduled payments made by Franchisees under the Franchisee

Notes in the ordinary and routine course of business, or (ii) such prepayment
results solely from the prepayment by a Franchisee of a Franchisee Note
without any involvement, directly or indirectly, by the Borrower or any
affiliate of the Borrower (e.g., neither the Borrower nor any affiliate of the
Borrower shall provide any of the funds or any type of financing with which
the Franchisee prepays the Franchisee Note, or sponsor, guaranty or otherwise
support such financing or assist the Franchisee in obtaining such financing).


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         Representations and Warranties. In order to induce the Lender to
grant the Waiver, the Borrower, by its execution below, represents and
warrants to the Lender as follows:

1. Each and every representation and warranty made by the Borrower to the
Lender in the Loan Agreement, with the sole exception of those portions of
Section 6.16 cited in the first paragraph of this letter, is true and correct
in all material respects on and as of the date hereof.

2. As of the date hereof, there exists no Event of Default, and no event or
circumstance which, with notice or the passage of time or both, would
constitute an Event of Default, with the sole exception of those portions of
Section 6.16 cited in the first paragraph of this letter.

3. The Borrower acknowledges and reaffirms that it is legally obligated and
indebted to the Lender pursuant to the Loan Agreement and the Note dated June
30, 1997, in the original principal amount of $10,000,000.00; such obligations
and indebtedness are not subject to any defenses, counter claims, offsets or
adjustments of any kind whatsoever.

         Effect of this Letter. The Loan Agreement shall be amended by this
letter; except to the extent expressly provided herein, however, each and
every provision of the Loan Agreement shall continue in full force and effect.

         The provisions of this letter will be effective upon our receipt of a
copy of this letter executed by a duly authorized officer of the Borrower.
Please indicate the Borrower's agreement to the terms hereof by signing below.

Sincerely,

/s/J. Scott Hastings

J. Scott Hastings
Executive Vice President

THE BORROWER, INTENDING TO BE LEGALLY BOUND HEREBY, AGREES TO ALL OF THE TERMS
AND PROVISIONS SET FORTH ABOVE.

STERLING VISION, INC.

By:/s/ Joseph Silver

Joseph Silver
Executive Vice President

     & General Counsel