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                                                                   EXHIBIT 10.84

                             STI CREDIT CORPORATION

April 13, 1999

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, First Amendment
                  to Loan Agreement dated October 9, 1997, and a letter
                  agreement dated April 14, 1998 (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:

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

         Section 6.16 of the Loan Agreement sets forth certain financial
covenants of the Borrower. Although we have not yet received the Borrower's
audited annual financial statements for the year ended December 31, 1998, you
have advised us that the Borrower incurred a net loss for such period, and that
the Borrower's working capital and shareholders' equity as of the end of such
period were less than the minimum amounts required to be maintained by the
Borrower pursuant to Section 6.16. Consequently, the Borrower is presently out
of compliance with the requirements of Section 6.16.

         In addition to the foregoing, the Borrower is in default under Section
2.7 of the Loan Agreement as a result of its failure to substitute other
Franchisee promissory notes for certain Financed Notes which are delinquent in
payment by more than ninety (90) days.

         Waiver. In reliance upon the Borrower's representations and warranties
set forth below, and the additional terms and provisions set forth in this
letter agreement, the Lender shall excuse the Borrower from its noncompliance
with the requirements of Section 6.16 until December 31, 1999. Notwithstanding
anything in the Loan Agreement to the contrary, the provisions of Section 6.16
shall be effective only on and after December 31, 1999; the requirements of
Section 6.16 shall be suspended until that time.

         Also in reliance upon the Borrower's representations and warranties set
forth below, and the additional terms and provisions set forth in this letter
agreement, the Lender shall excuse the Borrower from its present noncompliance
with the requirements of Section 2.7, provided that the Borrower satisfies the
requirements of this letter agreement with respect to the special arrangements
regarding Franchisee Note substitutions set forth below and in Exhibit A
attached hereto.

         Except as otherwise expressly set forth in this letter agreement,
nothing herein shall be deemed to excuse the Borrower from future compliance
with the requirements of Sections 6.16 and/or 2.7, which requirements the Lender
will hereafter strictly enforce. Likewise, except as otherwise expressly set
forth in this letter agreement, nothing herein shall be deemed to excuse the
Borrower from, or constitute a waiver of, any other requirements or obligations
of the Borrower under the Loan Agreement. The foregoing waiver (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.

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         Additional Funds. The Lender is presently holding Additional Funds in
the aggregate amount of $500,000. Upon the execution of this letter agreement,
the Additional Funds presently held by the Lender, together with interest
thereon calculated at the rate of six percent (6%) per annum, shall be applied
as set forth herein. Thereafter, the Lender shall have no further obligation
with respect to the Additional Funds and shall have no obligation to disburse
any other funds pursuant to the Loan Agreement..

         Fees and Expenses. The Borrower shall pay the Lender a restructuring
fee of $150,000 in connection with the transactions described in this letter
agreement. Such restructuring fee shall be paid from the Additional Funds
presently held by the Lender. The Borrower shall also reimburse the Lender for
all of its out-of pocket expenses, including the reasonable fees and expenses of
its legal counsel, incurred in connection with this letter agreement and the
transactions contemplated hereby and in connection with the Loan Agreement and
the transactions contemplated thereby (to the extent not previously reimbursed
by the Borrower); at its option, the Lender may apply future collections on the
Financed Notes (to the extent they exceed the Borrower's monthly payment
obligations under the Notes for the months in which such funds are collected)
and the Excess Notes (other than the Excess Notes included as part of the
Financed Notes) to the payment of such expenses.

         Prepayment from Additional Funds. The remaining Additional Funds
presently held by the Lender, after payment of the restructuring fee as
contemplated by the preceding paragraph, together with interest on such
Additional Funds as hereinabove provided, shall be applied to the Borrower's
monthly payment obligations under the only outstanding Note (i.e., the Note
dated June 30, 1997, in the original principal amount of $10,000,000 (the
"Outstanding Note")), as a partial prepayment thereof, in the inverse order of
their maturity.

         Prepayment. The prepayment fee required by the Loan Agreement is hereby
waived; the Borrower may hereafter prepay all, but not less than all (except as
provided in the next sentence), of the Advances in full, but not in part (except
as provided in the next sentence), without a prepayment fee or any type of
premium or penalty. Advances may be prepaid in part, without a prepayment fee,
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.

         Special Arrangements regarding Franchisee Note Substitutions. Set forth
in Exhibit A attached hereto are the special arrangements regarding the
substitution of certain Franchisee Notes that have been agreed upon by the
Borrower and the Lender. Exhibit A is incorporated into this letter agreement as
a part hereof; the failure of the Borrower to comply with the terms set forth in
such Exhibit A shall constitute a default under the Loan Agreement.

         Representations and Warranties. In order to induce the Lender to enter
into this letter agreement, 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 Section
         6.16, is true and correct in all material respects on and as of the
         date hereof.

              2. As of the date hereof, after giving effect to the Waiver, 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.

              3. The Borrower acknowledges and reaffirms that it is legally
         obligated and indebted to the Lender pursuant to the Loan Agreement and
         the Outstanding Note; such obligations and indebtedness are not subject
         to any defenses, counterclaims, offsets or adjustments of any kind
         whatsoever.

              4. This letter agreement, as well as the Loan Agreement and all
         the other documents executed by the Borrower in connection herewith and
         therewith, constitute legal, valid and binding obligations of the
         Borrower, fully enforceable against the Borrower in accordance with
         their respective terms, except to the extent enforcement may be limited
         by applicable bankruptcy, insolvency, reorganization, moratorium and
         other similar laws relating to or affecting the enforcement of
         creditors' rights generally and by principles of equity.

         No Claims by the Borrower against the Lender. As of the date of this
letter agreement, the Borrower acknowledges that it has no claims of any kind
whatsoever against the Lender; that there exists no legal, equitable, factual or
other basis for any kind of claim or cause of action by the Borrower against the
Lender; and that the execution of this letter agreement and the

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consummation of the transactions contemplated hereby do not give rise to any
such claim or cause of action by the Borrower against the Lender. To the extent
that the Borrower may have ever asserted a claim or the basis for a cause of
action against the Lender, the Borrower hereby forever releases and discharges
the Lender from any and all claims, actions and/or causes of action and any and
all liabilities, damages, costs and expenses related thereto, all of any and
every kind whatsoever.

         Effect of this Letter. The Loan Agreement shall be amended by this
letter agreement; 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 agreement shall 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

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                                    EXHIBIT A

          SPECIAL ARRANGEMENTS REGARDING FRANCHISEE NOTE SUBSTITUTIONS

1.  Diversified Optical Concepts, Inc. ("DOC")/Lab Components, Inc. ("LCI"):
    -----------------------------------------------------------------------

    Store No.        Original Amount        Maker      Monthly Payment
    ---------        ---------------        -----      ---------------

      834            $ 71,820.00            DOC           $1,404.15
      835              71,820.00            DOC            1,404.15
      844             173,160.00            DOC            3,385.45
      845             220,680.00            DOC            4,315.00
      Lab              47,520.00            LCI              929.06

         In lieu of immediately substituting each of the foregoing Franchisee
Notes, the Borrower, commencing May 1, 1999, shall advance, on behalf of the
maker of each of the aforesaid Notes, the aggregate sum of $6,000.00 per month;
and, commencing January 1, 2000, the full amount of the regular monthly
installments of principal and interest to thereafter become due thereunder
($11,437.81 per month).

         Notwithstanding the foregoing, the Borrower shall have the right, at
any time, to substitute any one (1) or more of the foregoing Franchisee Notes
for other Franchisee promissory notes meeting the requirements of Section 2.7 of
the Loan Agreement.

2.  Eye-Site, Inc. and Eye-Site Ontario, Ltd.:
    -----------------------------------------

         Store No.                  Original Amount
         ---------                  ---------------

         151/154                      $400,000.00
         156/166                       200,000.00

         On or before August 10, 1999, the Borrower shall substitute one (1) or
more Franchisee promissory notes (each meeting the requirements of Section 2.7
of the Loan Agreement) for each of the foregoing Franchisee Notes.

3.  S & C Vision, Inc.:
    ------------------

         Store No.                  Original Amount
         ---------                  ---------------

           108                        $68,392.68

         On or before June 10, 1999, the Borrower shall pay to the Lender the
sum of $10,000.00 in exchange for the release of said Franchisee Note from the
Collateral.

4.  Saphire International, Inc.:
    ---------------------------

         Store No.                  Original Amount
         ---------                  ---------------

            364                       $115,000.00

         On or before April 30, 1999, the Borrower shall retain the firm of
Levy, Davis, Maher & Klein, LLP (at the Borrower's sole expense) to initiate an
action against the individual guarantors of the foregoing Franchisee Note
seeking collection of the same; and, on or before January 7, 2000, the Borrower
shall substitute one (1) or more other Franchisee promissory notes (meeting the
requirements of Section 2.7 of the Loan Agreement) for such Franchisee Note.

         Notwithstanding the foregoing, in the event an offer of settlement is
made by either or both of said guarantors, the Borrower will afford the Lender
the right to accept the proceeds of such settlement (after payment of applicable
attorneys' fees) in exchange for said Franchisee Note and, in such event, such
Franchisee Note will be released from the Collateral.

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