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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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