UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A


  X    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
-----  Act of 1934, for the fiscal year ended December 31, 2001
       or
       Transition Report pursuant to Section 13 or 15(d) of the Securities
-----  Exchange Act of 1934 for the transition period from _______ to _______.

       Commission File Number: 1-14128

                              EMERGING VISION, INC.
             (Exact name of Registrant as specified in its Charter)

            New York                                     11-3096941
   (State of Incorporation)                (IRS Employer Identification Number)

                         100 Quentin Roosevelt Boulevard
                              Garden City, NY 11530
                        Telephone Number: (516) 390-2100
                        (Address and Telephone Number of
                          Principal Executive Offices)
                         ------------------------------

        Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act:


                                      TITLE
                     Common Stock, par value $0.01 per share

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days:

                                  Yes X   No
                                     ---    ---

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  Registrant's   knowledge,  in  the  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

     The aggregate  market value of the  Registrant's  Common  Stock,  par value
$0.01 per share (the "Common Stock") held by non-affiliates of the Registrant as
of April 22, 2002 (based upon the closing  price of $0.08 per share as quoted on
the OTC Bulletin  Board),  was  approximately  $1,711,000.  For purposes of this
computation,  the shares of Common Stock held by directors,  executive  officers
and principal  shareholders owning more than 5% of the Registrant's  outstanding
Common  Stock and for which a Schedule  13G was filed,  were  deemed to be stock
held by affiliates.  As of April 22, 2002, there were  approximately  21,389,000
outstanding shares of Common Stock held by non-affiliates.

     As of April 22,  2002,  there  were  outstanding  27,004,972  shares of the
Registrant's Common Stock and 2.51 shares of the Registrant's Senior Convertible
Preferred  Stock,  par value $0.01 per share  (convertible  into an aggregate of
334,667 shares of the Registrant's Common Stock).



<PAGE>


     This Report on Form 10-K/A - Amendment No. 1 (this "Amendment")  amends and
supplements  the Annual Report on Form 10-K (the  "Original Form 10-K") filed by
Emerging  Vision,  Inc., a New York  corporation  ("EVI" and,  together with its
subsidiaries,  hereinafter collectively referred to as the "Company"),  on April
16,  2002.  The sole  purpose of this  Amendment  is to amend and restate  Items
10,11,12 and 13 of Part III of the Original Form 10-K to read in their  entirety
as set forth below.  Capitalized  terms used,  but not otherwise  defined herein
shall have the respective meanings ascribed to them in the Original Form 10-K.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

     The Board of  Directors  presently  consists of six  directors,  Mr.  Jerry
Novack,  who was  appointed to the Board on August 15, 2001,  having  previously
resigned. The directors of EVI are divided into two classes, designated as Class
1 and Class 2,  respectively.  Directors  of each  Class  will be elected at the
Annual Meeting of the  Shareholders of EVI held in the year in which the term of
such Class expires, and will serve thereafter for two years. All directors serve
until their  respective  successors  are duly elected and  qualified or until an
earlier  resignation,  removal from office,  retirement or death.  Mr. Robert S.
Hillman,  Mr. William F. Stasior and Mr. Benito R. Fernandez  presently serve as
Class 1 Directors and are scheduled to hold office until the 2002 Annual Meeting
of Shareholders. Drs. Robert and Alan Cohen and Mr. Joel L. Gold presently serve
as Class 2 Directors  and are  scheduled  to hold  office  until the 2003 Annual
Meeting of Shareholders.


             INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

     The directors and executive  officers of EVI, VCC and/or the Company are as
follows:

Name                                   Age           Position

Robert S. Hillman                      59            Chairman of the Board of
                                                     Directors, President and
                                                     Chief Executive Officer
Alan Cohen, O.D.                       51            Vice Chairman of the Board
                                                     of Directors
Robert Cohen, O.D.                     57            Director
William F. Stasior                     61            Director
Joel L. Gold                           58            Director
Benito R. Fernandez                    60            Director
Christopher G. Payan                   27            Senior Vice President,
                                                     Chief Financial Officer,
                                                     Secretary and Treasurer
Dr. Nicholas Shashati                  42            President - VisionCare of
                                                     California, Inc. ("VCC")


     Robert S.  Hillman was  appointed  as Chairman  of the  Company's  Board of
Directors,  President and Chief Executive Officer,  effective July 2, 2001. From
1994 to June 2001,  Mr. Hillman was the Managing  Director of America's  Eyes, a
subsidiary  of Moulin  International,  a  publicly  traded,  Hong  Kong  company
operating a 23 store retail  optical  chain  located in Shanghai,  China,  which
position he resigned from in June 2001,  although he continues to be a principal
shareholder of such entity.  Mr.  Hillman is a veteran of the optical  industry,
having  been  the  founder,   President  and  principal   shareholder   of:  (i)
Hillman/Kohan   Eyeglasses,   Inc.,  a  15  store  retail  optical  chain  which
subsequently  merged with and into Pearle  Vision,  thereafter  growing into the
first  national  eyewear  chain,  with over 200 stores;  (ii) Eyelab,  Inc., the
creator of the first "mega super  store" for the  optical  industry,  thereafter
growing into a 40 store chain;  and (iii)  Hillman/Kohan  Eyes, Inc., a 10 store
retail  optical chain catering to the fashion  segment of the optical  industry,
which subsequently was sold to Lenscrafters.  Most recently, Mr. Hillman was the
recipient  of the  2001  Star  Vision  Award  from  PPG  Industries  and  Jobson
Publishing,  the publishers of "Vision  Monday" and "20/20",  two of the leading
trade magazines in the optical industry.



<PAGE>


     Dr. Alan Cohen has served as a director of the Company since its inception.
He also served as Chief Operating Officer of the Company from 1992 until October
1995,  when he  became  Vice  Chairman  of the  Board of  Directors,  and as the
Company's  President,  Chief Executive  Officer and Chief Operating Officer from
October 1998 through April 17, 2000,  when he became  President of the Company's
retail optical store division, which position Dr. Cohen resigned from on January
9, 2001. Dr. Cohen, together with his brother, Dr. Robert Cohen, is the owner of
Meadows  Management,  LLC  ("Meadows")  which,  until  April 9,  2000,  rendered
consulting services to the Company. From 1974 to the present, Dr. Alan Cohen has
been  engaged in the retail and  wholesale  optical  business.  For more than 10
years, Dr. Cohen has also been a director,  principal shareholder and officer of
Cohen  Fashion  Optical,  Inc.  and  its  affiliates  ("CFO"),  which  currently
maintains its principal offices in Garden City, New York; and, since January 15,
2001, as President of General  Vision  Services,  LLC ("GVS"),  which  currently
maintains its principal offices in New York City. Dr. Cohen and his brother, Dr.
Robert Cohen, are also  shareholders of CFO and members of GVS. CFO and GVS each
engage in the operation (and, in the case of CFO, franchising) of retail optical
stores  similar to those  operated and  franchised by the Company.  Dr. Cohen is
also an officer and a director of several  privately  held  management  and real
estate companies and other businesses. Dr. Cohen graduated from the Pennsylvania
School of Optometry in 1972, where he received a Doctor of Optometry degree.

     Dr.  Robert  Cohen  served as  Chairman  of the Board of  Directors  of the
Company from its inception  through April 7, 2000, when he resigned as Chairman,
but not as a director.  He also served as Chief Executive Officer of the Company
from its inception until October 1995. Dr. Cohen, together with his brother, Dr.
Alan  Cohen,  is the owner of  Meadows,  which,  until  April 9, 2000,  rendered
consulting services to the Company.  From 1968 to the present,  Dr. Robert Cohen
has been engaged in the retail and wholesale optical business.  For more than 10
years,  Dr. Cohen has also served as President and a director of CFO; and, since
January 15,  2001,  as the Chief  Executive  Officer of GVS.  Dr.  Cohen and his
brother,  Dr. Alan Cohen,  are also  shareholders of CFO and members of GVS. Dr.
Cohen is also an officer and a director of several privately held management and
real  estate  companies  and other  businesses.  Dr.  Cohen  graduated  from the
Pennsylvania  School  of  Optometry  in 1968,  where  he  received  a Doctor  of
Optometry degree.

     William F.  Stasior was  appointed  as Chairman of the  Company's  Board of
Directors,  effective  April 10, 2000,  and  resigned as Chairman,  but not as a
director, as of July 2, 2001. From 1991 to March 1999, Mr. Stasior served as the
Chairman and Chief Executive Officer of Booz-Allen & Hamilton,  Inc., one of the
world's largest  management and technology  consulting  firms;  and, since March
1999,  he continues  to serve as such  entity's  Senior  Chairman.  Mr.  Stasior
currently  serves on the Board of Advisors  for both  Northwestern  University's
Kellogg Graduate School of Management and INSEAD, the leading business school in
Europe,  and serves on the Board of  Directors  of Opnet  Technologies,  Inc., a
publicly held software company that specializes in enhancing network performance
for the Internet and other applications, and Rare Medium Group, Inc., a publicly
held  investment  company.  Mr.  Stasior also serves on the Board of Advisors of
Vanu,  Inc., a developer of  software-based  radios.  He is also a member of the
Board of Directors of the United Negro College Fund,  and chairs  several of its
committees. He is active in technical professional associations,  and has served
on various panels of the National  Research  Council.  Mr. Stasior holds Masters
and Bachelors degrees from Northwestern University,  in Engineering and Computer
Sciences.

     Joel L. Gold has served as a director of the Company since  December  1995.
He is currently  Executive Vice  President of Investment  Banking of Berry Shino
Securities,  Inc.,  an  investment  banking firm located in New York City.  From
January 1999 until  December  1999, he was an Executive  Vice President of Solid
Capital Markets,  an investment banking firm also located in New York City. From
September  1997 to January  1999,  he served as a Senior  Managing  Director  of
Interbank  Capital  Group,  LLC, an investment  banking firm also located in New
York City.  From April 1996 to September  1997,  Mr. Gold was an Executive  Vice
President  of LT Lawrence & Co.,  and from March 1995 to April 1996,  a Managing
Director of Fechtor Detwiler & Co., Inc., a  representative  of the underwriters
for the Company's  initial public offering.  Mr. Gold was a Managing Director of
Furman Selz  Incorporated  from January  1992 until March 1995.  From April 1990
until  January 1992,  Mr. Gold was a Managing  Director of Bear Stearns and Co.,
Inc. ("Bear  Stearns").  For  approximately 20 years before he became affiliated
with Bear Stearns,  he held various positions with Drexel Burnham Lambert,  Inc.
He is currently a director,  and serves on the  Compensation  Committee of, PMCC
Financial Corp. ("PMCC"), a publicly held specialty, consumer finance company.



<PAGE>


     Benito R.  Fernandez  was appointed as a director of the Company as of June
12, 2001. Since 1986, Mr. Fernandez has been the President of Horizon  Investors
Corp.,  located in Albany, New York, an entity which owns,  develops and manages
real estate  properties,  and which also acts as agent for various  companies in
the health field,  as well as the President of Horizon Hotels Corp.,  located in
San Juan,  Puerto Rico,  which owns and manages hotel  properties.  In addition,
since 1980,  Mr.  Fernandez has been the President of the Brooklyn  Manor Group,
located in  Brooklyn,  New York,  an entity which owns and manages a health care
facility and acts as a consultant to various  health  related  facilities;  and,
since 1973, has been the President of Typhoon Fence of L.I.,  Inc., the operator
of a fence construction company located in Long Island, New York. Mr. Fernandez,
who was a former member of the Federal Reserve Bank of New York Advisory Council
of Small Business and  Agriculture,  graduated  from the City  University of the
City of New York in 1966, where he received his B.A. in Accounting.  In 1999, he
received The South Bronx Board of Trades and The Somos Uno Foundation  Award for
outstanding  professional  leadership  in  economic  development;  in  1995,  he
received the Bedford Stuyvesant Y.M.C.A. Man of the Year Award; and, in 1990, he
received  the  New  York  State  Puerto  Rican/Hispanic  Legislator  Task  Force
Conference Center Award for excellence in advancing  business  opportunities for
Puerto Ricans and Latinos.

     Christopher G. Payan joined the Company as its Vice President of Finance in
July 2001;  and, in October 2001,  was  appointed as its Senior Vice  President,
Secretary,  Treasurer and Chief Financial Officer.  From March 1995 through July
2001, Mr. Payan was employed by Arthur  Andersen LLP,  located in Melville,  New
York, one of the world's largest professional  services firms, where he provided
various audit, accounting, consulting and advisory services to various small and
mid-sized  companies  in various  industries.  Mr.  Payan is a certified  public
accountant and holds a Bachelors of Science degree in Accounting, graduating Cum
Laude with Honors from C.W. Post - Long Island University.

     Dr. Nicholas Shashati has been the Director of Professional Services of the
Company since July 1992 and, since March 1, 1998, the President of the Company's
wholly owned  subsidiary,  VCC. Dr. Shashati earned a Doctor of Optometry degree
from  Pacific  University  of  California  in 1984,  and  received a Bachelor of
Science  degree in Visual  Science  from  Pacific  University  and a Bachelor of
Science  degree in Biology  from San Diego  State  University.  Dr.  Shashati is
licensed as an  optometrist in the States of New York,  California,  Arizona and
Oregon. He is Chairperson for the Quality Assurance Committee of the Company, as
well as a Practice Management Consultant.


      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
EVI's  executive  officers  and  directors,  and  persons  who own more than ten
percent of a  registered  class of EVI's equity  securities,  to file reports of
ownership and changes in ownership with the  Securities and Exchange  Commission
(the  "SEC").  Executive  officers,  directors  and  greater  than  ten  percent
shareholders are required, by SEC regulation,  to furnish EVI with copies of all
Section 16(a) forms they may file.

     Based  solely on a review of the copies of such forms  furnished to EVI, or
written representations that no Forms 5 were required, EVI believes that, during
the year  ended  December  31,  2001,  all  Section  16(a)  filing  requirements
applicable  to its  executive  officers,  directors and greater than ten percent
beneficial  owners were complied with,  except that Mr. Hillman filed his Form 3
after the required deadline and Mr. Fernandez filed certain of his Forms 4 after
the required deadlines.





<PAGE>


Item 11.   Executive Compensation

     The following Summary  Compensation Table sets forth the compensation,  for
the three years ended December 31, 2001,  of: (i) each  individual who served as
the Chief Executive Officer of EVI during the year ended December 31, 2001; (ii)
each of the Company's two most  highly-compensated  executive  officers who were
serving as executive officers of the Company and/or VCC as of December 31, 2001;
and (iii)  one  additional  individual  who would  have been  included  with the
individuals  described  in clause (ii)  above,  but for the fact that he was not
serving  as an  executive  officer  of  the  Company  as of  December  31,  2001
(collectively, the "Named Executive Officers"):



                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                            Long  Term
                                                                           Compensation
                                                                            Securities
                                 Fiscal      Annual Compensation            Underlying           All Other
Name and Principal Position       Year      Salary          Bonus          Stock Options       Compensation
-------------------------------  ------    --------------------------     ---------------     --------------


<S>                              <C>        <C>          <C>                 <C>               <C>
Robert S. Hillman,                2001      $115,345     $     -             500,000 (3)       $ 21,851
President  and Chief  Executive
Officer (1)

Michael C. McGeeney,              2001      $      -     $     -                   -           $      -
Former President and Chief
Executive Officer (5)

Gregory T. Cook,                  2001      $ 62,577 (7) $     -             250,000 (8)       $277,000 (9)
Former President and Chief        2000      $167,692 (10)$     -             800,000 (11)      $  2,000 (12)
Executive Officer (6)

George D. Papadopoulos,           2001      $163,673 (14)$     -             150,000 (15)      $      -
Former Senior Vice                2000      $ 96,154 (16)$     -             100,000 (17)      $      -
President, Chief Financial
Officer, Secretary and
Treasurer (13)

Dr. Nicholas Shashati,            2001      $102,000 (18)$     -             100,000 (19)      $ 24,200 (20)(21)
President - VisionCare of         2000      $102,000 (18)$     -                   -           $  6,000 (20)
California, Inc.                  1999      $102,000 (18)$     -              30,000 (8)       $  6,000 (20)

</TABLE>

     (1) Mr.  Hillman  became the President and Chief  Executive  Officer of the
Company on July 2, 2001.

     (2) Represents  salary paid to Mr. Hillman for the period from July 2, 2001
through  December 31, 2001.

     (3) 250,000 of these  options  will vest as follows:  one-third  on each of
July 1, 2002, 2003 and 2004, provided that Mr. Hillman is still then employed by
the Company.  The balance of these  options will vest on July 1, 2010  (provided
that Mr. Hillman is still then employed by the Company);  however,  one-third of
these  options will sooner vest as of August 31st of any fiscal year ending June
30th that the Company achieves  certain levels of Net Income,  as defined in his
Employment Agreement.

     (4) Represents automobile lease payments made on behalf of Mr. Hillman, and
the costs of insuring such  automobile;  and corporate  apartment lease payments
made on behalf of Mr. Hillman.

     (5) Mr.  McGeeney  became the  President of the Company's  retail  optical,
laser and  ambulatory  surgery  center  businesses on January 16, 2001,  and the
President and Chief  Executive  Officer of the Company on March 22, 2001,  which
position he resigned  from on June 29,  2001.  Mr.  McGeeney  was  employed  and
compensated  by Goldin  Associates,  LLC, a firm  retained  by the  Company,  on
January 16, 2001, to provide interim management  services to the Company, at the
direction of EVI's Board of Directors,  which retention ceased on June 29, 2001.

<PAGE>

     (6) Mr. Cook was appointed to the position of President and Chief Executive
Officer of EVI's Internet  division,  effective February 22, 2000 and, effective
as of April 18, 2000, as the Company's  President and Chief  Executive  Officer,
which  positions he resigned from on March 27, 2001.

     (7) Represents  salary paid to Mr. Cook for the period from January 1, 2001
through  March  27,  2001.

     (8) All of these options are fully vested and  exercisable.

     (9)  Represents  severance  paid to Mr.  Cook upon the  termination  of his
employment  with the Company.

     (10)  Represents  salary paid to Mr. Cook for the period from March 1, 2000
through  December 31, 2000.

     (11)  One-third  (33 1/3%) of these  options  vested on March 1, 2001,  and
remain  outstanding  and  exercisable;  and the  balance of these  options  were
cancelled as a result of Mr. Cook's  resignation from the Company in March 2001.

     (12)  Represents  legal  fees  paid  to  Mr.  Cook's  attorney.

     (13) Mr.  Papadopoulos  became Vice  President  of the  Company's  Internet
Division in March 2000 and, on March 22, 2001, became the Senior Vice President,
Chief Financial  Officer,  Secretary and Treasurer,  which positions he resigned
from on December 14, 2001.

     (14) Represents salary paid to Mr. Papadopoulos for the period from January
1, 2001 through  December 14, 2001.

     (15) All of these options  vested and became fully  exercisable on December
14,  2001.

     (16) Represents  salary for the period from March 13, 2000 through December
31, 2000.

     (17) All of these options were  cancelled on December 14, 2001, as a result
of Mr. Papadopoulos'  resignation from the Company.

     (18) Represents salary paid to Dr. Shashati by VCC.

     (19)  One-third  of these  options  are  fully  vested;  and an  additional
one-third  will  vest on each of April  26,  2003 and  2004,  provided  that Dr.
Shashati is then still  employed by the Company.

     (20) Includes car allowance  payments made to Dr.  Shashati.

     (21) Includes  fees paid to Dr.  Shashati for other  professional  services
provided to the Company.


                        OPTION GRANTS IN LAST FISCAL YEAR

     During  the  fiscal  year  ended  December  31,  2001,  EVI's  Compensation
Committee (the "Committee") granted the following options to the Named Executive
Officers:

     (i) On March 21, 2001, the Committee granted to George D. Papadopoulos, its
then Senior Vice President,  Chief Financial  Officer,  Secretary and Treasurer,
additional  options to purchase  150,000  shares of EVI's Common Stock,  each of
which has a term of ten (10) years and provides  for an exercise  price equal to
the composite  closing price of EVI's Common Stock, as quoted,  at that time, on
the Nasdaq  National  Market System (the "Closing  Price") on the date of grant,
and each of which  became  vested and  immediately  exercisable  on December 14,
2001, the date of Mr. Papadopoulos' termination of employment with the Company;

     (ii) On March 23,  2001,  the  Committee  granted to  Gregory  T. Cook,  in
connection  with the  termination of his  employment by the Company,  additional
options to purchase  250,000  shares of EVI's Common Stock,  each of which has a
term of five (5) years and provides  for an exercise  price equal to the Closing
Price on the date of grant, each of which options became  immediately vested and
exercisable;

     (iii) On April 26, 2001, the Committee  granted to Dr.  Nicholas  Shashati,
the President of VCC,  additional  options to purchase  100,000  shares of EVI's
Common  Stock,  each of which has a term of ten (10) years and  provides  for an
exercise  price  equal to the  Closing  Price on the  date of  grant.  One-third
(33.3%) of these options vested on April 26, 2002,  and an additional  one-third
(33.3%) will vest on each of April 26, 2003 and 2004, provided that Dr. Shashati
is then still employed by the Company;


<PAGE>



     (iv) On July 2, 2001, the Committee  granted to Mr. Robert S. Hillman,  the
Company's President and Chief Executive Officer, an aggregate of 500,000 options
to purchase  EVI's Common Stock,  each of which has a term of ten (10) years and
provides for and exercise price equal to the Closing Price on the date of grant.
One-sixth  (16.67%) of these options will vest on each of July 1, 2002, 2003 and
2004, provided Mr. Hillman is then still employed by the Company. The balance of
these options  (250,000) will vest on July 1, 2010 (provided that Mr. Hillman is
then  still  employed  by the  Company);  however,  one-third  (33.3%)  of these
remaining  options  will sooner vest as of August 31st of any fiscal year ending
June 30th that the Company achieves certain levels of Net Income,  as defined in
his Employment Agreement;

     The following table sets forth  information  concerning the options granted
during 2001 to each of the Company's Named Executive Officers:

<TABLE>
<CAPTION>

                                         % of Total
                          Number of       Options                                     Potential Realizable Value of
                           Shares        Granted to     Exercise                      Assumed Annual Rates of Stock
                         Underlying     Employees in     Price                       Price Appreciation for Option Term
       Name           Options Granted   Fiscal Year    Per Share    Expiration Date          5%                10%
--------------------- ---------------- -------------- ------------- ---------------- ------------------ ----------------


<S>                    <C>                <C>           <C>            <C>             <C>                <C>
Robert S. Hillman      500,000            22.8%         $0.43          7/02/11(*)      $  135,212         $   342,655
Gregory T. Cook        250,000            11.4%         $0.25          3/23/06         $   17,268         $    38,157
George D. Papadopoulos 150,000             6.8%         $0.22          3/21/11         $   20,754         $    52,594
Dr. Nicholas Shashati  100,000             4.6%         $0.33          4/26/11(*)      $   20,754         $    52,594

</TABLE>

     (*) Subject to earlier  cancellation ninety (90) days after the resignation
or termination of the employee's employment by the Company.


                AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                             Shares
                            Acquired                      Number of Securities
                               on          Value         Underlying Unexercised       Value of Unexercised In-the-Money
                            Exercise     Realized        Options at FY-End (#)             Options at FY-End ($)*
   Name                        (#)          ($)        Exercisable/Unexercisable        Exercisable/Unexercisable
------------------------- ------------ ------------ ------------------------------- ------------------------------------
<S>                         <C>          <C>                <C>                             <C>
Robert S. Hillman               -        $   -                  -0-/500,000                 $0.00/$0.00
Gregory T. Cook                 -        $   -              516,667/-0-                     $0.00/$0.00
George D. Papadopoulos          -        $   -              150,000/-0-                     $0.00/$0.00
Dr. Nicholas Shashati           -        $   -               73,333/100,000                 $0.00/$0.00

</TABLE>

     * Based on the OTC Bulletin  Board  closing price for the last business day
of the fiscal year ($0.095).  The stock options  granted to the Named  Executive
Officers have exercise prices as follows: Robert S. Hillman:  500,000 options at
$0.43;  Gregory T. Cook:  266,667 options at $8.06 and 250,000 options at $0.25;
George D.  Papadopoulos:  150,000 options at $0.22;  and Dr. Nicholas  Shashati:
10,000 options at $7.50,  10,000  options at $3.25,  20,000 options at $6.31 and
100,000 options at $0.33.


<PAGE>


Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

     The current members of the Compensation Committee (the "Committee") are Dr.
Alan  Cohen,  Mr.  Joel L. Gold and Mr.  Robert S.  Hillman.  Additionally,  Mr.
Gregory T. Cook,  Dr.  Robert  Cohen and Mr.  William F.  Stasior  served on the
Committee at various times during 2001.

     Dr. Alan Cohen, who is a member of the Committee,  was an executive officer
of the Company until  January 9, 2001,  and has certain  relationships  with the
Company, all as described below in "Certain Transactions and Other Matters". Dr.
Robert  Cohen,  who was also a  member  of the  Committee  during  2001,  was an
executive  officer  of  the  Company  until  April  7,  2000,  and  has  certain
relationships with the Company, all as described below in "Certain  Transactions
and Other Matters".  Mr. Hillman,  who is also a member of the Committee,  is an
executive  officer  of the  Company,  and has  certain  relationships  with  the
Company, all as described below in "Certain Transactions and Other Matters".


                              EMPLOYMENT CONTRACTS

     On June 6,  2001,  the  Company  and Mr.  Robert  Hillman  entered  into an
employment  agreement  pursuant  to  which  he was  appointed  as the  Company's
President  and  Chief  Executive  Officer  for a  period  of  three  (3)  years,
commencing  July 2, 2001.  Pursuant  to said  agreement,  Mr.  Hillman:  (i) was
initially  paid an annual  base  salary of $250,000  per year;  (ii)  receives a
monthly automobile allowance of $400.00 (which amount was subsequently increased
to $850.00 per month);  (iii) is entitled to the use of a corporate apartment to
be leased and  partially  furnished by the  Company;  and (iv) is entitled to an
annual bonus in an amount equal to ten percent  (10%) by which the Net Income of
the  Company  (as said term is defined  in the  Agreement)  for any fiscal  year
ending June 30th,  is not less than  $2,000,000,  which  minimum Net Income will
increase to the Net Income  achieved  by the  Company  during any fiscal year in
which the Company was required to pay such annual bonus to Mr. Hillman, if any.

     Thereafter,  on July 11, 2001,  the members of the  Compensation  Committee
agreed to reimburse Mr.  Hillman for his moving  expenses (in  relocating to the
United States), in the amount of $20,000. In addition, on December 15, 2001, Mr.
Hillman and EVI  modified  his  original  agreement so as to: (i) require EVI to
lease a new  apartment  for Mr.  Hillman at a rental per month  higher than that
previously agreed to by the Committee; and (ii) reduce Mr. Hillman's annual base
salary by the sum of $14,450 as a result thereof.

     In addition,  Mr.  Hillman,  pursuant to the terms of said  agreement,  was
granted:  (i) 250,000  employee stock options,  one-third  (33.3%) of which will
vest on each of July 1, 2002, 2003 and 2004,  provided that Mr. Hillman is still
then  employed  by the  Company;  and (ii)  250,000  additional  employee  stock
options,  each of which will vest on July 1, 2010  (provided that Mr. Hillman is
still then  employed by the Company);  provided,  however,  that:  (x) one-third
(33.3%)  of such  additional  options  will vest as of  August  31st of any year
following  the  expiration  of a fiscal  year  (ending  June  30th) in which the
Company has  achieved  Net Income (as defined in the  agreement)  of at least $2
million;  (y) an additional  one-third  (33.3%) of such additional  options will
vest as of August 31st of any year  following  the  expiration  of a fiscal year
(ending  June 30th) in which the Company has  achieved Net Income of at least $3
million;  and (z) an additional one-third (33.3) of such additional options will
vest as of August 31st of any year  following  the  expiration  of a fiscal year
(ending  June 30th) in which the Company has  achieved Net Income of at least $4
million.


                       OPERATION OF THE BOARD OF DIRECTORS

     During the fiscal year ended  December 31, 2001,  the Board of Directors of
Emerging  held  nine   meetings  in  person,   held  two   additional   meetings
telephonically,  and acted by unanimous written consent six times. Each director
(including Messrs. Gregory T. Cook and Suresh Mathews, who resigned as directors
in March 2001,  and Mr.  Jerry  Novack,  who resigned as a director on April 15,
2002)  attended  at least 75% of the  meetings  held by the  Board of  Directors
during the period in which such Director served,  including the meetings held by
the Committees on which such director served.

Committees of the Board
-----------------------

     The standing  committees  of the Board of Directors  include the  Executive
Committee,  the Audit Committee,  the Compensation Committee and the Independent
Committee.

<PAGE>

     The Executive Committee,  whose members currently are Robert Hillman,  Joel
Gold and  Robert  Cohen (and whose  members,  from time to time  during the 2001
fiscal year,  also  included  William  Stasior,  Gregory Cook and Alan Cohen) is
generally  authorized  to  exercise  the  powers  of the Board of  Directors  in
connection  with the  management  of the Company;  provided,  however,  that the
Executive  Committee does not have the authority to submit to  shareholders  any
action that needs shareholder approval under law, fill vacancies in the Board of
Directors or in any Committee,  fix the compensation of Directors for serving on
the Board of Directors or on any  Committee,  amend or repeal the By-Laws of the
Company or adopt new by-laws of the Company, or amend the Company's  Certificate
of Incorporation. The Executive Committee was established in December 1995, and,
during the year ended  December  31,  2001,  met once in person,  and acted nine
times by unanimous written consent.

     The Audit Committee,  whose members  currently are William Stasior,  Benito
Fernandez  and Joel Gold (and whose  members,  from time to time during the 2001
fiscal year,  also included  Suresh  Mathews),  recommends  the selection of the
Company's independent auditors,  receives reports from such independent auditors
on any  material  recommendations  made to  management,  and  reviews,  with the
auditors,  any  material  questions or problems  with respect to the  accounting
records, procedures or operations of the Company which have not been resolved to
their satisfaction after having been brought to the attention of management. The
Audit  Committee was  established in December 1995 and met once in person during
the year ended December 31, 2001, and three times telephonically.

     The Compensation  Committee,  whose members are Robert S. Hillman, Dr. Alan
Cohen and Joel L. Gold (and  whose  members,  from time to time  during the 2001
fiscal year,  also included  William F. Stasior,  Gregory T. Cook and Dr. Robert
Cohen)  administers  Emerging's  1995 Stock Incentive Plan and recommends to the
Board of Directors  the salaries  and bonuses of the  executive  officers of the
Company. The Compensation Committee was established in December 1995 and, during
the year ended December 31, 2001, met two times in person and acted two times by
unanimous written consent.

     The Independent Committee,  whose members are William F. Stasior, Benito R.
Fernandez and Joel L. Gold (and whose members, from time to time during the 2001
fiscal year, also included Suresh  Mathews),  is generally  authorized to review
any transaction (or series of  transactions)  involving more than $10,000 in any
single instance,  or more than $50,000 in the aggregate (other than compensation
matters which are determined by the Compensation  Committee) between the Company
and: (i) any of its directors, officers, principal shareholders,  and/or each of
their  respective  affiliates;  or (ii) any employee of, or  consultant  to, the
Company who also renders  services to CFO and/or GVS,  retail optical  companies
owned by certain  shareholders of the Company,  whether or not for compensation.
The Independent  Committee was established in December 1995 and, during the year
ended  December 31,  2001,  met once in person and acted five times by unanimous
written consent.


                              DIRECTOR COMPENSATION

     Directors who are not employees or officers of Emerging or associated  with
Emerging receive $1,000 for each Board and Committee meeting attended in person,
and $250 for each Board and Committee meeting attended telephonically.  Further,
all  directors are  reimbursed  for certain  expenses in  connection  with their
attendance at Board and Committee meetings.

     On April 26,  2001,  the  Compensation  Committee of the Board of Directors
(and the  Independent  Committee  as it relates to Drs.  Robert and Alan  Cohen)
authorized  the grant,  to each of Dr. Robert Cohen,  Dr. Alan Cohen and Joel L.
Gold,  options to purchase  100,000 shares of EVI's Common Stock,  each of which
options  has a term of ten years,  has an  exercise  price  equal to the Closing
Price on the date of grant ($0.33) and vested immediately;  and on June 4, 2001,
the  Compensation  Committee  authorized  the grant,  to William F. Stasior,  of
options to  purchase  100,000  shares of the EVI's  Common  Stock at an exercise
price equal to the Closing  Price on the date of grant  ($0.27),  which  options
have a term of ten years and vested immediately.

     Other than with respect to  reimbursement  of expenses,  directors  who are
employees  or officers of the Company will not receive  additional  compensation
for serving as a director.




<PAGE>


Item 12.   Security Ownership of Certain Beneficial Owners and Management

I.      COMMON STOCK:

     The following table sets forth certain  information,  as of April 22, 2002,
regarding  the  beneficial  ownership  of  Emerging's  Common Stock by: (i) each
shareholder  known by the Company to be the  beneficial  owner of more than five
percent of the outstanding  shares of EVI's Common Stock;  (ii) each director of
Emerging;  (iii)  each Named  Executive  Officer  of the  Company;  and (iv) all
directors and executive  officers of the Company as a group.  The percentages in
the "Percent of Total Voting Power" column do not give effect to shares included
in the "Beneficial  Ownership" column as a result of the ownership of options or
warrants.  Unless otherwise indicated,  the Company believes that the beneficial
owners of the Common Stock listed below,  based on information  provided by such
owners,  have sole investment and voting power with respect to such shares.  The
address of William F. Stasior is 3570 East Calle Porta De Acero, Tucson, Arizona
85718. The address of Benito R. Fernandez is 2830 Pitkin Avenue,  Brooklyn,  New
York  11208.  The  address  of Joel L. Gold is c/o Berry  Shino  Securities,  45
Broadway,  New York,  New York 10006.  The  address of Nicholas  Shashati is c/o
Sterling VisionCare, 9663 Tierra Grande Street, San Diego, California 92126. The
address of all other persons  listed below is 100 Quentin  Roosevelt  Boulevard,
Garden City, New York 11530.


        Name                     Beneficial            Percent
                                 Ownership            of Class
------------------------      ---------------        -----------


Robert Hillman (a)(b)                 --  (1)             *

Michael C. McGeeney (c)               --                  *

Gregory T. Cook (c)              516,667  (2)            1.9%

William F. Stasior (a)           233,333  (3)             *

Dr. Robert Cohen (a)           1,389,490  (4)            5.0%

Dr. Alan Cohen (a)             1,589,490  (5)            5.7%

Joel L. Gold (a)                 126,500  (6)             *

Benito R. Fernandez (a)        5,457,075  (7)           18.8%

Dr. Nicholas Shashati (b)         73,333  (8)             *

George D. Papadopoulos (c)       150,000  (9)             *

All current directors and      8,869,221  (10)          28.9%
executive officers as a
group (8 persons) (d)

*        less than 1%
(a)      Director
(b)      Executive officer
(c)      Former director and/or executive officer
(d)      Includes Christopher G. Payan, the Company's Senior Vice President,
         Chief Financial Officer, Secretary and Treasurer, but excludes Messrs.
         McGeeney, Cook and Papadopoulos.

     (1) This  number  excludes  the right to acquire  500,000  shares of Common
Stock pursuant to outstanding  options,  the exercisability of each of which are
subject to certain vesting requirements.

     (2) This number  represents  the right to acquire  516,667  share of Common
Stock upon the exercise of presently exercisable, outstanding options.
<PAGE>

     (3) This number  represents  the right to acquire  233,333 shares of Common
Stock upon the  exercise of  presently  exercisable,  outstanding  options,  but
excludes an  additional  66,667  options  which are  subject to certain  vesting
requirements.

     (4) This  number  includes  the right to acquire  650,000  shares of Common
Stock upon the exercise of presently exercisable, outstanding options.

     (5) This  number  includes  the right to acquire  650,000  shares of Common
Stock upon the  exercise of  presently  exercisable,  outstanding  options,  but
excludes an additional:  (i) 100,000  shares owned by Meryl Cohen,  as custodian
for each of Erica and Nicole  Cohen,  the children of Alan and Meryl  Cohen,  to
which Dr. Cohen disclaims beneficial ownership;  and (ii) 10,000 shares owned by
Dr. Cohen,  as custodian for each of Erica and Nicole Cohen,  to which Dr. Cohen
disclaims beneficial ownership.

     (6) This number  includes  1,500 shares of Common Stock owned by Mr. Gold's
children  and the right to  acquire  120,000  shares of  Common  Stock  upon the
exercise  of  presently  exercisable,   outstanding  options,  but  excludes  an
additional 5,000 shares of Common Stock owned by Mr. Gold's wife, which Mr. Gold
disclaims beneficial ownership of.

     (7) This number  includes the right to acquire  2,000,000  shares of Common
Stock upon the exercise of presently exercisable  outstanding warrants issued to
Horizon  Investors  Corp.,  a New  York  corporation  principally  owned  by Mr.
Fernandez ("Horizon") pursuant to presently  exercisable warrants,  but excludes
an additional 500,000 options which are subject to certain vesting requirements.

     (8) This number  represents  the right to acquire  73,333  shares of Common
Stock upon the  exercise of  presently  exercisable,  outstanding  options,  but
excludes an  additional  66,667  options  which are  subject to certain  vesting
requirements.

     (9) This number  represents  the right to acquire  150,000 shares of Common
Stock upon the exercise of presently exercisable, outstanding options.

     (10) This number  includes:  (1) the right to acquire  3,726,666  shares of
Common Stock upon the exercise of presently exercisable, outstanding options and
warrants.  In accordance with Rule 13d-3(d)(1) under the Securities Exchange Act
of 1934,  as  amended,  the  3,726,666  shares  of  Common  Stock  for which the
Company's  directors  and  executive  officers,   as  a  group,  hold  currently
exercisable options and warrants,  have been added to the total number of issued
and outstanding shares of Common Stock solely for the purpose of calculating the
percentage of such total number of issued and outstanding shares of Common Stock
beneficially owned by such directors and executive officers as a group.




<PAGE>


II       SENIOR CONVERTIBLE PREFERRED STOCK:

     Set forth below is the name,  address,  stock ownership and voting power of
each person or group of persons  known by the Company to own  beneficially  more
than 5% of the outstanding  shares of Emerging's  Senior  Convertible  Preferred
Stock:



                                        Beneficial        Percent of
           Name                         Ownership            Class
-----------------------------------  ----------------  -----------------
Huberfeld/Bodner Family Foundation
152 West 57th Street
New York, NY 10019                        1.77 (1)            70.5%


Rita Folger
1257 East 24th Street
Brooklyn, NY 11210                         .74 (2)            29.5%
-----------------------------------  ----------------  -----------------

(*)   Less than 1%

(1)      These shares are convertible into an aggregate of 236,000 shares of
         Common Stock and the holder thereof will be entitled to cast that
         number of votes at any meeting of shareholders.

(2)      These shares are convertible into an aggregate of 98,667 shares of
         Common Stock and the holder thereof will be entitled to cast that
         number of votes at any meeting of shareholders.



Item 13.   Certain Relationships and Related Transactions


Cohen's Fashion Optical
-----------------------

     Drs. Robert and Alan Cohen are officers and directors of CFO, including its
affiliate,  Real Optical, LLC. ("REAL").  CFO, which has been in existence since
1978,  owns a chain of  company-operated  and  franchised  retail optical stores
doing business under the name "Cohen's  Fashion  Optical." As of April 22, 2002,
CFO had 71 franchised  stores and 13 company-owned  stores  (including one store
operated by an affiliate of CFO under the name "Cohen's Optical").  In addition,
CFO also licenses to retail  optical  stores the right to operate under the name
"Cohen's Kids Optical" or "Ultimate Spectacle." As of April 22, 2002, there were
two Ultimate  Spectacle stores located in the State of New York; and REAL, as of
such date, operated three stores (under the name "Cohen's Fashion Optical),  all
of which were located in New York State.  CFO and REAL stores are similar to the
Company's retail optical stores. CFO has been offering franchises since 1979 and
currently has retail optical stores in the States of Connecticut,  Florida,  New
Hampshire,  Massachusetts,  New  Jersey  and New York.  In the  future,  Cohen's
Fashion  Optical,  Cohen's  Kids  Optical or  Ultimate  Spectacle  stores may be
located in additional states. As of April 22, 2002,  approximately 20 CFO stores
were located in the same shopping  center or mall as, or in close  proximity to,
certain of the Company's retail optical stores.  It is possible that one or more
additional  Cohen's  Fashion  Optical  stores,  Cohen's Kids  Optical  stores or
Ultimate Spectacle stores may, in the future, be located near one or more of the
Company's retail optical stores,  thereby  competing  directly with such Company
stores.  In addition,  the Company's  stores and certain of CFO's stores jointly
participate,  as providers,  under certain third party benefit plans obtained by
either the Company or CFO,  which  arrangement is anticipated to continue in the
future.

     In January 2002, the Company  subleased from CFO, for a term of five years,
a portion  of the space then  being  leased by CFO in a building  located at 100
Quentin Roosevelt Boulevard, Garden City, New York and, in connection therewith,
relocated its principal executive offices to such premises. The Company believes
that its rent with respect to such  premises is equal to the fair market  rental
value of such space.



<PAGE>


     Until January 10, 2002,  the Company  subleased,  from a limited  liability
company owned by certain of the  Company's  principal  shareholders,  and shared
with CFO and  others,  an office  building  located  in East  Meadow,  New York.
Occupancy costs were  appropriately  allocated based upon the applicable  square
footage  leased by the respective  tenants of the building.  For the years ended
December  31, 2001,  2000 and 1999,  the Company  paid  approximately  $440,000,
$420,000  and  $494,000,  respectively,  for rent and related  charges for these
offices.  On January 10, 2002,  the Company  relocated its  principal  executive
offices to 100 Quentin  Roosevelt  Boulevard,  Garden  City,  New York,  and, in
connection therewith, entered into a sublease with CFO for one of the two floors
then being subleased to CFO, for a term of five years. Occupancy costs are being
allocated  between the Company and CFO based upon the respective square footages
being occupied.  Management believes that its rent with respect to such premises
is equal to the fair market rental value thereof.


General Vision Services
-----------------------

     In January 2001, GVS, a Delaware limited  liability  company located in New
York City and  beneficially  owned,  in principal  part, by Drs. Robert and Alan
Cohen and certain members of their respective, immediate families (collectively,
the "Cohen Family")  acquired  substantially all of the assets of General Vision
Services,  Inc.  As of April 22,  2002,  GVS  operated  approximately  20 retail
optical  stores  located in the New York  metropolitan  area,  which  stores are
similar to the retail optical stores operated and franchised by the Company.  In
addition,  GVS solicits and administers  third party benefit programs similar to
those being  administered  by the Company.  It is possible that a GVS store,  or
another   retail   optical  store  which  provides  third  party  benefit  plans
administered by GVS, may now or in the future be located near one or more of the
Company's retail optical stores and may be competing directly with such store.

     Furthermore,  the Company,  CFO and/or GVS jointly  participate  in certain
third party benefit plans,  and certain of the Company's  retail optical stores,
CFO's stores and GVS' stores  participate as providers under third party benefit
plans obtained by either the Company,  CFO or GVS and, in all  likelihood,  will
continue to do so in the future.

     In June 2001,  the Company  subleased to GVS its retail  optical store (and
the furniture,  fixtures and equipment located  therein),  located in Nyack, New
York,  at a rent per month equal to the rent and  additional  rent payable under
the Master Lease for such store,  less a monthly  rental  credit,  until May 31,
2003,  of $2,500.  Pursuant to the terms of such  sublease,  the Company will be
required to transfer and convey to GVS all of such store's  furniture,  fixtures
and equipment from and after June 15, 2003,  provided GVS is not then in default
in performing its obligations under such sublease.

     Further,  in April  2002,  Emerging  sold to GVS,  for the sum of  $55,000,
substantially  all of the assets of one of its stores  located in New York City,
together with all of the capital stock of its wholly-owned subsidiary,  Sterling
Vision of 125th  Street,  Inc.,  which is the tenant  under the Master Lease for
such store.


Additional Agreements and Transactions Between the Company and the Cohen Family
--------------------------------------------------------------------------------

     During the fiscal year ended  December 31, 2001,  certain of the  Company's
real estate and construction supervisory service personnel were also employed by
CFO  in  similar  positions.  The  Company  believes  that  the  terms  of  this
transaction  was as favorable to the Company as could have been obtained from an
unrelated party.


     On December 6, 2001,  the Company  borrowed  from  Broadway  Partners,  LLC
("Broadway"),  a New York  partnership  owned by certain of Dr.  Robert and Alan
Cohen's  children,  the sum of  $300,000,  which loan,  together  with  interest
thereon,  calculated  at 1% above  the prime  rate of  interest,  was  repaid to
Broadway, in full, on January 23, 2002.

     During 2001, the Company  purchased from City Lens, Inc. ("City Lens"),  an
ophthalmic  lens  laboratory  owned,  directly or indirectly,  by members of the
Cohen family,  ophthalmic  lenses and certain lens refinishing  services for its
Company-owned  stores.  For the year ended  December 31, 2001, the total cost of
such lenses and services  purchased from City Lens, was approximately  $243,000.
The Company believes that the cost of such lenses and services were as favorable
to the Company as those which could have been obtained  from an unrelated  third
party.


<PAGE>


Horizon Investors Corp. and Matters Relating to Benito R. Fernandez
-------------------------------------------------------------------

     In  November  2001,  Horizon  Investors  Corp.  ("Horizon"),   a  New  York
corporation principally owned by Benito R. Fernandez, a Director of the Company,
purchased from Rare Medium,  Inc. ("Rare"),  a portion (1,325,000) of the shares
of  EVI's  Common  Stock  previously  issued  to Rare  pursuant  to its  various
agreements  with such entity;  and, in connection  therewith,  Horizon  acquired
Rare's  right to  require  EVI to use its  reasonable,  good  faith  efforts  to
register  all such shares  under the  Securities  Act of 1933,  as amended  (the
"Act").

     On December 3, 2001 and  December  20,  2001,  the  Company  borrowed  from
Horizon the sum of $150,000  and  $300,000,  respectively,  each of which loans,
together with  interest  thereon,  calculated  at 1% above the prime rate,  were
repaid by the Company, in full, on January 23, 2002.

     On January 23,  2002,  the Company  and  Horizon  entered  into a series of
agreements  pursuant to which Horizon  established,  in favor of the Company,  a
credit  facility,  in the  maximum  amount  of $1  million  and,  in  connection
therewith,  the Company obtained from Horizon an initial advance thereunder,  in
the amount of $300,000.  Loans under such credit facility:  (i) are secured by a
pledge to Horizon of a  substantial  portion of the  Company's  franchise  notes
receivable; (ii) must be in increments of at least $150,000; (iii) bear interest
at the  rate of 1% above  the  prime  rate;  and  (iv)  must be fully  amortized
(repaid)  over the then  remaining  term of the  facility,  which will expire on
January 23, 2004.  In addition,  pursuant to the terms of such  agreements  with
Horizon,  the Company: (i) is required to pay to Horizon a facility fee equal to
2% per annum of the average daily principal balance of the unused portion of the
facility  from  time to time  outstanding;  (ii)  issued  to  Horizon  five-year
warrants to purchase up to 2,500,000 shares of EVI's Common Stock at an exercise
price of $0.01 per share,  2,000,000 of which warrants are presently exercisable
and the balance of which will vest in  increments of 250,000  provided  there is
due and owing to Horizon  (and/or North Fork Bank),  as of each of July 22, 2002
and October 22, 2002, any amounts under such credit  facility  (and/or under the
Company's loan from North Fork Bank);  (iii) is required to use its  reasonable,
good faith efforts to register,  under the Act, the shares of EVI's Common Stock
underlying  such  warrants;  and (iv) is  required to pay to Horizon an interest
rate  differential  fee equal to the  difference  between  the rate of  interest
actually  paid,  by the Company,  to North Fork Bank on its $1 million term loan
from  such  Bank  (which  loan was  personally  guaranteed  by  Horizon  and Mr.
Fernandez  and  secured  by  Horizon's  pledge,  to the  Bank,  of a $1  million
certificate of deposit) and 1% above the prime rate of interest.


Matters Relating to Robert S. Hillman
-------------------------------------

     In October 2001, the Company  entered into a certain  management  agreement
with H&H Optical,  LLC ("H&H") (a Nevada limited  liability  company  owned,  in
part, by Susan Hillman, the sister of Robert S. Hillman, the Company's President
and  CEO) to  manage  the  operations  of its  store  located  in  Palm  Desert,
California,  and, in December 2001, similar  management  agreements were entered
into with H&H to manage the  operations  of an  additional  three  Company-owned
stores located in the State of Minnesota.  These management agreements generally
have a term of 1 to 2 years,  provide  for the  payment of  additional  rent and
Advertising  Fund  contributions  (based upon the gross revenues of the Sterling
Stores in question), provide for a full rent subsidy by the Company, and provide
H&H with an  option  to  purchase  the  assets of each  store,  together  with a
Sterling  Optical  Center  Franchise,  for the same,  upon the expiration of the
respective terms thereof.


<PAGE>




                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                      EMERGING VISION, INC.


                                      By:  /s/  Robert S. Hillman
                                      ---------------------------------
                                           Robert S. Hillman
                                           President and Chief Executive Officer

                                      Date:  April 29, 2002


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.



Signature                     Title                          Date
---------                     -----                          ----


/s/  Robert S. Hillman        President, Chief               April 29, 2002
-------------------------     Executive Officer
Robert S. Hillman             and Chairman of the
                              Board of Directors
                              (Principal Executive
                              Officer)


/s/  Christopher G. Payan     Senior Vice President,         April 29, 2002
-------------------------     Chief Financial Officer,
Christopher G. Payan          Secretary and Treasurer
                              (Principal Financial and
                              Accounting Officer)


/s/  Alan Cohen               Vice Chairman of the Board     April 29, 2002
--------------------------    of Directors
Alan Cohen


/s/  Robert Cohen             Director                       April 29, 2002
--------------------------
Robert Cohen


/s/  Joel L. Gold             Director                       April 29, 2002
--------------------------
Joel L. Gold


/s/  Benito R. Fernandez      Director                       April 29, 2002
--------------------------
Benito R. Fernandez


/s/  William F. Stasior       Director                       April 29, 2002
--------------------------
William F. Stasior