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, 2000.

       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.
                    (formerly known as Sterling Vision, Inc.)
             (Exact name of Registrant as specified in its Charter)

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

                             1500 Hempstead Turnpike
                              East Meadow, NY 11554
                        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 $.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
$.01 per share (the "Common Stock") held by  nonaffiliates  of the Registrant as
of April 24, 2001 (based upon the closing  price of $0.37 per share as quoted on
the Nasdaq National Market System), was approximately  $8,785,000.  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 24,  2001,  there were  approximately
23,743,000 outstanding shares of Common Stock held by nonaffiliates.

       As of April 24, 2001,  there were  outstanding  25,376,894  shares of the
Registrant's Common Stock and 2.51 shares of the Registrant's Senior Convertible
Preferred  Stock,  par value $.01 per share  (convertible  into an  aggregate of
334,166 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  "Emerging"  or "EVI" and,
together  with its  subsidiaries  herein after  collectively  referred to as the
"Company"), on April 2, 2001. 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 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 consists of four Directors. 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. William F. Stasior
presently serves as a Class 1 Director and is scheduled to hold office until the
2002 Annual  Meeting of  Shareholders.  Drs.  Robert and Alan Cohen and Mr. Joel
Gold presently serve as Class 2 Directors and are scheduled to hold office until
the 2001 Annual Meeting of Shareholders.





INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS


         The Directors and executive officers of Emerging are as follows:

NAME                           AGE    POSITION

William F. Stasior             60     Chairman of the Board of Directors
Alan Cohen, O.D.               50     Vice-Chairman of the Board of Directors
Robert Cohen, O.D.             56     Director
Joel Gold                      59     Director
Michael C. McGeeney            56     President and Chief Executive Officer
Joseph Silver                  55     Vice President-Legal Affairs and
                                      General Counsel
Dr. Nicholas Shashati          41     President - VisionCare of California
George D. Papadopoulos         29     Senior Vice President,
                                      Chief Financial Officer, Secretary
                                      and Treasurer


     William F.  Stasior  was  appointed  as  Chairman  of  Emerging's  Board of
Directors,  effective  April 10, 2000.  From 1991 to 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.  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  Technology,  Inc.,  a
software  company that  specializes  in enhancing  network  performance  for the
Internet and other applications,  and Rare Medium,  Inc., an e-commerce services
company.  Mr.  Stasior  also  serves on the Board of Advisors  of  BigSoftE,  an
information and e-commerce  portal servicing the business software market. 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.


         Dr. Alan Cohen has served as a Director of the Company since 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 East Meadow,  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,  also are shareholders of CFO and principals 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  private
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 inception  through April 7, 2000, when he resigned as Chairman.  He
also served as Chief  Executive  Officer of the  Company  from  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,  which  currently  maintains its
principal offices in East Meadow,  New York; and, since January 15, 2001, as the
Chief Executive Officer of GVS. Dr. Cohen and his brother,  Dr. Alan Cohen, also
are  shareholders  of CFO and members of GVS. Dr. Cohen is also an officer and a
director  of several  private  management  and real estate  companies  and other
businesses.  He is a graduate of the Pennsylvania  School of Optometry where, in
1968, he received his Doctor of Optometry degree.


         Joel L. Gold has served as a Director of Emerging  since December 1995.
He is  currently  Executive  Vice-President-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
ISG-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 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., one of the  underwriters of
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  of  Concord  Camera  Corp.,  a  manufacturer  and
distributor  of  cameras  ("Concord");  and PMCC  Financial  Corp.  ("PMCC"),  a
specialty,  consumer  finance  company.  He currently serves on the Compensation
Committee of each of Concord and PMCC.


         Michael C.  McGeeney,  since July,  2000,  has been  employed by Goldin
Associates,  LLC, located in New York, New York, as a senior  consultant,  which
firm was  retained  by  Emerging,  on  January  16,  2001,  to  provide  interim
management  services,  to EVI,  at the  direction  of its  Board  of  Directors.
Consistent with such retention, Mr. McGeeney, on such date, was appointed as the
President  and  Chief  Executive  Officer  of EVI's  retail  optical,  laser and
ambulatory  surgery  center  businesses;  and,  on March 22,  2001,  became  the
President of EVI and each of its subsidiaries. From January, 1999 to July, 2000,
Mr. McGeeney served as a senior partner at LTA International  Consulting located
in Tampa,  Florida, and from 1997 to 1999, he served as Executive Vice President
- Sales and Marketing for Pharmacy Fund, Inc.,  located in New York, New York, a
company  engaged in the purchase and  servicing of  pharmaceutical  prescription
receivables.  From 1995 to 1997,  he  served  as  Executive  Vice  President  of
Fountainhead  Communications,  Inc.  located in New York, New York. In addition,
Mr.  McGeeney:  (i) is the caretaker  officer  appointed by the U. S. Bankruptcy
Court in connection with the Chapter 11 proceedings initiated by Value Software,
Inc.; and (ii) serves on the Board of Advisors of various other  companies.  Mr.
McGeeney  graduated from Texas Christian  University in 1966, when he received a
Bachelor in Business Administration degree.


         Joseph Silver  currently  serves as the Company's Vice  President-Legal
Affairs  and  General   Counsel  and   previously   served  as  Executive   Vice
President-Legal  Affairs,  Secretary,  and General  Counsel of the Company  from
March 1992 until March 1, 2001, when he resigned as an Executive  Vice-President
and Secretary of the Company.  From May 1985 to December 1991, Mr. Silver served
as General Counsel to The Trump Organization, located in New York, New York. Mr.
Silver is a member of the New York State  Bar,  and  received a Juris  Doctorate
degree from Brooklyn Law School in 1969. Mr. Silver, together with his wife, are
the principal stockholders of RJL Optical, Inc., which, until November 30, 2000,
was the former  franchisee of the Sterling Optical Center located in Great Neck,
New York,  which was then being managed by the Company,  and the assets of which
were then reacquired by the Company.


         Dr. Nicholas Shashati has been the Director of Professional Services of
the Company since July, 1992 and, since March 1, 1998, President of EVI's wholly
owned  subsidiary,  VisionCare of California.  Dr.  Shashati  earned a Doctor of
Optometry  degree from Pacific  University of California in 1984, and received a
Bachelor of Science  degree 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.


         George  D.  Papadopoulos   joined  EVI  in  March,  2000  as  the  Vice
President-Finance  of its Internet  Division and, on March 22, 2001,  became the
Company's  Senior  Vice  President,   Chief  Financial  Officer,  Secretary  and
Treasurer.  From 1999 to March,  2000, Mr.  Papadopoulos  was the Controller for
CareInsite,  Inc., a publicly traded company  engaged in e-commerce  business to
business for the healthcare  industry,  located in Ridgefield,  New Jersey; from
1997 to 1999,  he served as  Controller  and  Secretary  for  Safety  Components
International,   a  publicly  traded  company   principally  engaged  in  airbag
manufacturing for the automotive industry,  located in Fort Lee, New Jersey; and
from 1996 to 1997 he served as Controller for International  Post Limited (n/k/a
Video   Services   Corporation),   a   publicly   traded   company   engaged  in
post-production  services,  located in New York, New York. Mr.  Papadopoulos  is
licensed in New York State as a certified  public  accountant,  and received his
Bachelor in Business Administration from Pace University in 1993.



      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 Emerging'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, 2000,  all Section 16(a) filing  requirements
applicable  to its  executive  officers,  Directors and greater than ten percent
beneficial  owners  were  complied  with,  except  that,  each of the  Company's
directors  and executive  officers  required to make Section 16(a) filings filed
their respective Forms 5 after their required  deadlines.  In addition,  Messrs.
Cook and Ewer and Ms. Traberman have not provided the Company with  confirmation
that they have timely filed their respective final Forms 5.



<PAGE>




ITEM 11.   EXECUTIVE COMPENSATION

         The following Summary Compensation Table sets forth the compensation of
Emerging's Chief Executive  Officer for the three years ended December 31, 2000,
and the other four most highly compensated  executive officers of the Company in
the year ended December 31, 2000 (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>
Michael C. McGeeney,              2000             -           -                   -                  -
President  and Chief  Executive
Officer (1)

Alan Cohen                        2000      $250,000           -             300,000 (3)       $ 12,278  (4)
President-Retail  Optical Store   1999      $250,000           -                  --           $ 12,594  (4)
Division  and Vice  Chairman of   1998      $ 45,192           -             250,000 (3)       $ 16,447  (4)
the Board of Directors (2)

Jerry Darnell                     2000      $173,582     $69,500 (6)          50,000 (9)       $ 14,790 (10)
Senior Vice  President-Business   1999      $199,500     $71,000 (6)          25,000 (8)       $ 16,378 (10)
Development(5)                    1998      $197,965     $82,257 (6)          25,000 (7)       $ 20,399 (10)

Joseph Silver                     2000      $126,200     $15,000              50,000 (13)      $165,947 (14)(15)
General Counsel (11)              1999      $126,200     $15,000              25,000 (12)      $167,782 (14)(15)
                                  1998      $124,477     $15,000              25,000 (12)      $150,795 (14)(15)

Gregory C. Cook                   2000      $167,692(17)       -             800,000 (18)      $  2,000 (19)
President  and Chief  Executive
Officer (16)


Sara V. Traberman                 2000      $143,269(21) $25,000(22)         400,000 (23)      $  2,000 (24)
Chief Financial Officer (20)

</TABLE>


(1)     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.
        Mr.  McGeeney is employed and compensated by Goldin  Associates,  LLC, a
        firm  retained by  Emerging,  on January 16,  2001,  to provide  interim
        management services,  to the Company, at the direction of EVI's Board of
        Directors.
(2)     Alan Cohen was appointed to the positions of President,  Chief Executive
        Officer and Chief Operating Officer as of October 15 1998, resigned from
        each of such  positions  on April 17, 2000 and, on April 18,  2000,  was
        appointed  as  the  President  of the  Company's  retail  optical  store
        division, which position he resigned from on January 9, 2001.
(3)     All of these options are fully vested and exercisable.
(4)     Represents automobile lease payments made on behalf of Dr. Cohen and the
        costs of insuring such automobile.
(5)     Mr.  Darnell:  (i) was appointed to  the  position  of  Chief  Operating
        Officer-Franchise  Division on September  18, 1999;  (ii)  resigned such
        position on April 17, 2000; and (iii) was appointed to the  position  of
        Senior  Vice  President-Business  Development  on April 18, 2000,  which
        position he resigned from on March 27, 2001.
(6)     Represents commissions paid to Mr. Darnell.
(7)     One quarter (25%) of these options were  cancelled in March,  2001, as a
        result of Mr.  Darnell's  resignation as an officer of the Company.
(8)     All of these options vested on December 22, 2000,  but  are  subject  to
        cancellation on July 3, 2001 as a result of Mr.  Darnell's   resignation
        from the Company.
(9)     All of these options vested on February 25, 2001,  but  are  subject  to
        cancellation on July 3, 2001 as a result of Mr.  Darnell's   resignation
        from the Company.
(10)    Represents car allowance  payments made to Mr.  Darnell,  life insurance
        and disability insurance premiums paid by the Company, and reimbursement
        of medical insurance deductions.
(11)    Mr.  Silver  resigned  as  the Company's Executive  Vice  President  and
        Secretary on March 1, 2001.
(12)    All of these options are fully vested.
(13)    All of these options vested on February 25, 2001.
(14)    Includes $138,800, $138,800, and $123,039 in legal fees paid by Sterling
        Vision of California, Inc.("SVCI") in 2000, 1999 and 1998, respectively.
(15)    Includes car allowance  payments made to and/or on behalf of Mr. Silver,
        life insurance and/or disability  insurance premiums paid by the Company
        and reimbursement of medical insurance deductions.
(16)    Mr. Cook was appointed to the position of President and Chief  Executive
        Officer of Emerging'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.
(17)    Represents salary for the period March 1 through December 31, 2000.
(18)    One-third (33 1/3%) of these options  vested on March 1, 2001;  and  the
        balance  of  these  options  were  cancelled  as a  result of Mr. Cook's
        resignation from the Company in March, 2001.
(19)    Represents legal fees paid to Mr. Cook's attorney.
(20)    Ms.   Traberman  was  appointed  to  the  position  of  Chief  Financial
        Officer-Internet Division, effective February 22, 2000, became the Chief
        Financial Officer of the Company as of April 18, 2000, and resigned from
        the Company on April 24, 2001.
(21)    Represents  salary  for the  period  March 20, 2001  through   December
        31, 2000.
(22)    Represents signing bonus.
(23)    One-third  (33 1/3%) of  these  options  would  have  vested  on each of
        March 1, 2001, 2002 and 2003, but  were  cancelled,  on  April 24, 2001,
        as a result of Ms. Traberman's resignation from the Company.
(24)    Represents legal fees paid to Ms. Traberman's attorney.

<PAGE>

                        OPTION GRANTS IN LAST FISCAL YEAR

         During the fiscal year ended December 31, 2000, Emerging's Compensation
Committee  granted the following  options to Dr. Alan Cohen,  the Company's then
Chief  Executive  Officer,  and each of the four other  highest  paid  executive
officers of the Company (the "Named Executive Officers"):

         (i) on February 17, 2000, EVI's  Compensation  Committee granted to Dr.
Alan  Cohen,  the then  president  of the  Company's  retail  optical  division,
additional options to purchase 300,000 shares of its Common Stock, each of which
options vested immediately, has a term of ten years and provides for an exercise
price equal to the  composite  closing  price ,as quoted on the NASDAQ  National
Market System (the "Closing Price") on the date of grant;

         (ii) on February  25, 2000,  EVI's  Compensation  Committee  granted to
Jerry  Darnell,  the  Company's  Senior  Vice  President-Business   Development,
additional  options to purchase 50,000 shares of its Common Stock, each of which
options  did not vest  until  February  25,  2001,  has a term of ten  years and
provides for an exercise price equal to the Closing Price on the date of grant;

         (iii) on February 25, 2000,  EVI's  Compensation  Committee  granted to
Joseph Silver,  the Company's  then  Secretary,  Executive Vice  President-Legal
Affairs and General Counsel, additional options to purchase 50,000 shares of its
Common Stock,  each of which did not vest until February 25, 2001, has a term of
ten years and provides for an exercise  price equal to the Closing  Price on the
date of grant;

         (iv) on February  22, 2000,  EVI's  Compensation  Committee  granted to
Gregory Cook, the then President of the Company's Internet division,  options to
purchase  800,000  shares of its  Common  Stock,  one-third  (33-1/3%)  of which
options  vested on March 1, 2001  have a term of ten  years and  provide  for an
exercise  price equal to the Closing  Price on the date of grant.  The remaining
two-thirds  (66-2/3%)  of such  options  were  forfeited  on March  27,  2001 in
connection with Mr. Cook's resignation from the Company; and

         (v) on February 22, 2000, EVI's Compensation  Committee granted to Sara
Traberman,  the then Chief Financial Officer of the Company's Internet division,
options to purchase 400,000 shares of its Common Stock,  one-third  (33-1/3%) of
which options vested (or would have vested, as the case may be) on each of March
1, 2001,  2002 and 2003,  had a term of ten years and  provided  for an exercise
price equal to the Closing  Price on the date of grant.  All such  options  were
subsequently  cancelled in connection with Ms. Traberman's  resignation on April
24, 2001.

         The  following  table sets forth  information  concerning  the  options
granted during 2000 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>
Dr. Alan Cohen         300,000            13.1%         $8.25          2/17/10         $1,556,500         $ 3,944,500
Jerry Darnell           50,000             2.2%         $9.75          2/25/10(*)      $  306,600         $   776,950
Joseph Silver           50,000             2.2%         $9.75          2/25/10(*)      $  306,600         $   776,950
Gregory Cook           800,000            35.0%         $8.0625        2/22/10         $4,056,400         $10,279,650
Sara Traberman         400,000            17.5%         $8.0625        2/22/10         $2,028,200         $ 5,139,800

</TABLE>

(*)      Subject to earlier  termination  ninety (90) days after the resignation
         or  termination  of the employees'  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>
Alan Cohen                      -            -              700,000/700,000                 $0.00/$0.00
Michael McGeeney                -            -                     -0- / -0-                $0.00/$0.00
Jerry Darnell                97,000      $243,082            140,319/56,250                 $0.00/$0.00
Joseph Silver                10,000      $100,000            233,569/50,000                 $0.00/$0.00
Gregory Cook                    -            -                  -0-/800,000                 $0.00/$0.00
Sara Traberman                  -            -                  -0-/400,000                 $0.00/$0.00

</TABLE>

*        Based on the Nasdaq Stock Market  composite  closing price for the last
         business day of the fiscal year ($.4375).  The stock options granted to
         the Named Executive Officers have exercise prices as follows:  Dr. Alan
         Cohen:  150,000 shares at $8.9375,  250,000 shares at $3.00 and 300,000
         shares at $8.25;  Mr. Jerry  Darnell:  96,569  shares at $6.00,  25,000
         shares at $3.0625,  25,000  shares at $4.50 and 50,000 shares at $9.75;
         Mr. Joseph Silver:  183,569 shares at $6.00,  25,000 shares at $3.0625,
         15,000  shares at $2.00 and  50,000  shares  at  $9.75;  Gregory  Cook:
         800,000  shares  at  $8.0625;  and Sara  Traberman:  400,000  shares at
         $8.0625.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Dr.  Robert  Cohen,  Dr.  Alan  Cohen and Mr.  Joel Gold  served on the
Compensation Committee since its formation in December, 1995, until May 2, 2000,
when Dr.  Alan Cohen and Mr.  Joel Gold were  replaced  by William  Stasior  and
Gregory Cook. Mr. Gold was a Managing Director of Fechtor,  Detwiler & Co., Inc.
("Fechtor"),  which  acted as one of the  Underwriters  in  connection  with the
Company's  initial public offering which was  consummated in December,  1995. In
addition, in connection with the Company's initial public offering,  EVI granted
to the  Underwriters  warrants to purchase  220,000 shares of Common Stock at an
exercise price of $9.00 per share,  which warrants were  exercisable at any time
until  December 26, 2000. In March,  1996,  Fechtor  transferred  15,000 of such
warrants to Mr.  Gold,  a portion of which were  exercised  by him in  February,
2000.


                              EMPLOYMENT CONTRACTS

         On February  22, 2000,  Emerging  and each of Gregory T. Cook,  Sara V.
Traberman and James C. Ewer entered into  employment  agreements,  each having a
term of three years.

         Pursuant to Mr. Cook's  agreement,  he was appointed to the position of
President and CEO of the Company's  Internet  division at an initial annual base
salary of  $200,000,  increasing  by at least five  percent for each year of the
term thereafter.  In addition, the agreement: (i) provided for the grant, to Mr.
Cook, of options to purchase  800,000  shares of EVI's Common Stock,  each at an
exercise price equal to the Closing Price on the day  immediately  preceding the
date of his  commencement  of employment  ($8.0625),  one-third of which were to
vest as of the  expiration of each year of the term thereof;  and (ii) permitted
Mr. Cook to terminate such  employment  agreement upon the occurrence of certain
specified  events,  whereupon the Company would be required to: (i)  immediately
vest all of the options previously granted to Mr. Cook; and (ii) pay to Mr. Cook
severance  pay in an  amount  equal to (x) all  compensation  which  would  have
otherwise become payable to him through the original expiration date of the term
of the agreement  (February 22, 2003), plus (y) the sum of $2 million (the "Base
Amount"),  which Base Amount was to be reduced (under certain conditions) by the
excess,  if any,  of the then fair market  value of the  options  granted to Mr.
Cook, over the exercise price thereof.

         Pursuant to EVI's  agreement  with Ms.  Traberman  (which is similar in
form to Mr. Cook's), she was appointed as the Senior Vice  President-Finance and
Chief  Financial  Officer of such  Internet  division at an initial  annual base
salary of $150,000,  together with options to purchase  400,000  shares of EVI's
Common Stock,  each of which had the same exercise price and vesting schedule as
Mr. Cook's.  In addition,  such agreement  afforded her the ability to terminate
the same upon the occurrence of certain  specified  events;  provided,  however,
that for purposes of computing Ms.  Traberman's  severance  pay, the Base Amount
would be $1 million.

         Pursuant to EVI's  agreement with Mr. Ewer (which is similar in form to
Mr. Cook's),  he was appointed as the Senior Vice  President-Operations  of such
Internet  division at an initial  annual base salary of $140,000,  together with
options to purchase  20,000 shares of EVI's Common Stock,  each of which had the
same  exercise  price and vesting  schedule as Mr.  Cook's.  In  addition,  such
agreement  afforded him the ability to terminate the same upon the occurrence of
certain specified events; provided,  however, that for purposes of computing Mr.
Ewer's severance pay, the Base Amount would be $500,000.

         On March 27, 2001, Messrs. Cook and Ewer tendered their resignations as
officers  (and,  in the case of Mr. Cook,  as a director) of the Company and, in
connection therewith,  the Company obtained  unconditional  releases,  from each
such individual,  of its obligations  under each of their respective  Employment
Agreements,  all in exchange for lump sum severance payments to Messrs. Cook and
Ewer of $277,000 and  $205,000,  respectively,  and the  issuance,  to each such
individual,  of 250,000  additional  employee stock options,  exercisable  for 5
years at $.25 per share. In addition,  on April 24, 2001, Ms. Traberman resigned
from the  Company  and,  in  connection  therewith,  agreed to accept the sum of
$750,000 plus 125,000 additional employee stock options having a term of 5 years
and exercisable at $.29 per share, all in exchange for her unconditional general
release of the Company.

         On February  29,  2000,  the Company and Joseph  Silver  entered into a
one-year employment  agreement pursuant to which Mr. Silver was continued in his
employment as the Company's Executive Vice  President-Legal  Affairs,  Secretary
and General Counsel.  Pursuant to said agreement,  Mr. Silver was paid an annual
base salary equal to the salary then being paid to him ($126,200,  increasing by
5% during any renewal term  thereof),  together with an annual bonus of $15,000.
In addition,  under the  agreement,  Mr. Silver was: (i) to be provided with the
use of an automobile;  (ii) received a monthly car allowance; and (iii) entitled
to life and disability insurance in specified limits. Furthermore, the agreement
entitled  the  Company,  subject  to  its  compliance  with  certain  conditions
precedent,  to terminate the same, at any time,  without cause,  on ninety days'
prior notice to Mr. Silver and: (i) the payment, to Mr. Silver, of severance pay
equal to six (6)  months'  base  salary and six (6) months of the legal fees (as
discussed below) otherwise payable to Mr. Silver; and (ii) the immediate vesting
of the options granted to Mr. Silver in 2000.

         Pursuant to Mr.  Silver's  employment  agreement,  he was  additionally
entitled to a monthly legal fee payable by Sterling  Vision of California,  Inc.
("SVCI"),  a  wholly-owned  subsidiary of EVI,  pursuant to a separate legal fee
retainer  agreement  that  was  executed   simultaneously  with  his  employment
agreement  and  had  a  term  coexistent  therewith  (the  "Legal  Fee  Retainer
Agreement"). Pursuant to the Legal Fee Retainer Agreement, SVCI annually paid to
Mr. Silver legal fees of $138,800 (which were equal to the legal fees then being
paid to him by SVCI).

         On March 1, 2001, the Company advised Mr. Silver that it did not intend
to renew the term of each such agreement,  although Mr. Silver continues: (i) to
serve as the Company's  General Counsel and Vice  President-Legal  Affairs;  and
(ii) to be entitled to his severance pay.

                       OPERATION OF THE BOARD OF DIRECTORS

         During the fiscal year ended  December 31, 2000, the Board of Directors
of  Emerging  held  six  meetings  in  person,   held  one  additional   meeting
telephonically,  and  acted by  unanimous  written  consent  seven  times.  Each
Director  (including  Messrs.  Gregory Cook and Suresh Mathews,  who resigned as
directors  in March,  2001)  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.

         The Executive  Committee,  whose  members are William  Stasior and Alan
Cohen (and whose  members,  during the 2000 fiscal year,  were 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, 2000, met once in person,  seven times telephonically and acted twelve times
by unanimous written consent.

         The Audit  Committee,  whose members  currently are William Stasior and
Joel Gold (and whose  members,  during  the 2000  fiscal  year,  were Joel Gold,
William Stasior and 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 twice during the year ended
December 31, 2000.

         The  Compensation  Committee,  whose  members are  William  Stasior and
Robert  Cohen (and whose  members,  during the 2000 fiscal  year,  were  William
Stasior,  Gregory  Cook and  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, 2000, met
once telephonically and acted fifteen times by unanimous written consent.

         The Independent  Committee,  whose members are William Stasior and Joel
Gold (and whose members,  during the 2000 fiscal year,  were Joel Gold,  William
Stasior and 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, 2000, acted three 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 February 17, 2000, the  Independent and  Compensation  Committees of
the Board of Directors  authorized  the grant,  to each of Drs.  Robert and Alan
Cohen,  options to purchase 300,000 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 ($8.25) and vested immediately; and on April 7, 2000,
the Compensation  Committee authorized the grant, to William Stasior, of options
to purchase  200,000  shares of the Company's  Common Stock at an exercise price
equal to the Closing  Price on the day  immediately  preceding the date of grant
($6.00), which options have a term of ten years and one-third (33 1/3%) of which
vested  (or will vest,  as the case may be) on each of April 6,  2001,  2002 and
2003.

         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.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 I.      COMMON STOCK:

         The  following  table sets forth certain  information,  as of April 25,
2001, 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 executive officer of the Company who is not a Director; 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 Joel Gold is c/o Berry
Shino  Securities,  430 Park Avenue,  Suite 610, New York,  New York 10022.  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 1500 Hempstead Turnpike, East Meadow, New York 11554.



                                  Beneficial      Percent        Percent of
Name                              Ownership       of Clas     Total Voting Power
----------------------------    -------------    ---------   -------------------

William F. Stasior (a)              66,667  (1)         *              *
Dr. Robert Cohen (a)             1,422,990  (2)      5.5%           2.8%
Dr. Alan Cohen (a)               1,609,490  (3)      6.2%           3.6%
Joel Gold (a)                       21,500  (4)         *              *
Michael C. McGeeney (b)                  -
Joseph Silver (b)                  283,569  (6)      1.1%              *
Dr. Nicholas Shashati (b)           20,000  (7)         *              *
George D. Papadopoulos (b)         108,333  (8)         *              *
Gregory T. Cook (c)                516,667  (9)      2.0%              *
Sara V. Traberman (d)              125,000 (10)         *              *
Jerry Darnell (d)                  190,319 (11)         *              *
All directors and executive
officers as a group (11 persons) 4,364,535 (12)     15.5%           6.4%

------------------------------------
*        less than 1%
(a)      Director
(b)      Executive officer
(c)      Former director and executive officer
(d)      Former executive officer

(1)      This number  represents  the right to acquire  66,667  shares of Common
         Stock upon the exercise of presently exercisable,  outstanding options,
         but excludes an additional 133,333 options which are subject to certain
         vesting requirements.
(2)      This number includes: (i) the right to acquire 550,000 shares of Common
         Stock upon the exercise of presently exercisable,  outstanding options;
         and (ii) 150,000  presently  exercisable  options granted to Dr. Robert
         Cohen, as the designee of Meadows Management,  LLC, a limited liability
         company owned by Drs. Robert and Alan Cohen ("Meadows").
(3)      This number includes: (i) the right to acquire 550,000 shares of Common
         Stock upon the exercise of presently exercisable,  outstanding options;
         and (ii) 150,000 presently  exercisable  outstanding options granted to
         Dr. Alan Cohen, as the designee of Meadows,  but excludes an additional
         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.
(4)      This number represents 1,500 shares of Common Stock owned by Mr. Gold's
         children  and the right to acquire  20,000  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.
(5)      Excludes 380,733 presently exercisable,  outstanding warrants issued to
         Goldin  Associates,  LLC,  a firm  retained  by the  Company to provide
         interim  management  services  and of which  Mr.  McGeeney  serves as a
         senior  consultant,  which warrants Mr. McGeeney  disclaims  beneficial
         ownership of.
(6)      This number  represents  the right to acquire  283,569 shares of Common
         Stock upon the exercise of presently exercisable, outstanding options.
(7)      This number  represents  the right to acquire  20,000  shares of Common
         Stock upon the exercise of presently exercisable,  outstanding options,
         but excludes an additional  20,000 options which are subject to certain
         vesting requirements.
(8)      This number  represents  the right to acquire  108,333 shares of Common
         Stock upon the exercise of presently exercisable,  outstanding options,
         but excludes an additional 141,667 options which are subject to certain
         vesting requirements.
(9)      This number  represents  the right to acquire  516,667 shares of Common
         Stock upon the exercise of presently exercisable,  outstanding options,
         but excludes an additional  533,333  options which were  cancelled as a
         result of Mr. Cook's resignation,  as an executive officer and director
         of the Company, on March 27, 2001.
(10)     This number  represents  the right to acquire  125,000 shares of Common
         Stock upon the exercise of presently exercisable,  outstanding options,
         but excludes an additional  400,000  options which were  cancelled as a
         result  of Ms.  Traberman's  resignation,  on  April  24,  2001,  as an
         executive officer of the Company.
(11)     This number  represents  the right to acquire  190,319 shares of Common
         Stock upon the exercise of presently  exercisable  outstanding options,
         but excludes an  additional  6,250  options  which were  cancelled as a
         result of Mr.  Darnell's  resignation  as an  executive  officer of the
         Company on March 27, 2001.
(12)     This  number  includes:  (1) the right to acquire  2,730,555  shares of
         Common Stock upon the exercise of  presently  exercisable,  outstanding
         options.  In  accordance  with Rule  13d-3(d)(1)  under the  Securities
         Exchange Act of 1934, as amended,  the 2,730,555 shares of Common Stock
         for which the Company's Directors and executive  officers,  as a group,
         hold currently exercisable options, 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.


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  Percent of Total
            Name                        Ownership     Class       Voting Power
-----------------------------------     ----------  ----------  ----------------
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 235,833  shares of
         Common  Stock and the  holder  thereof  will be  entitled  to cast that
         number of votes at the Annual Meeting.
(2)      These shares are  convertible  into an  aggregate  of 98,333  shares of
         Common  Stock and the  holder  thereof  will be  entitled  to cast that
         number of votes at the Annual Meeting.



ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

COHEN 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 15,
2001, CFO had 71 franchised  stores and 17 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 15, 2001,
there were three 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 15, 2001,  approximately  25 CFO
stores  were  located  in the  same  shopping  center  or mall  as,  or in close
proximity to, 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 March,  2000,  the  Company  purchased  the  assets of the CFO store
located at Irondequoit Mall,  Rochester,  New York and, in connection therewith,
CFO terminated its lease for such store and the Company entered into a new lease
for such premises.

<PAGE>



1-800 ANY-LENS

         On November  30,  2000,  the Company  sold and  transferred  to Anylens
Acquisition,  LLC, a Delaware limited liability company owned by the children of
each of Drs.  Robert  and  Alan  Cohen,  all of the  assets  (including  certain
federally  registered  trademarks)  then  comprising  the  proposed  mail order,
contact lens business  previously being developed by the Company,  together with
all  of  EVI's  equity  interests  in  two of  its  wholly  owned  subsidiaries,
1-800-Anylens,  Inc. and 1-800 Any Lens of Boca Raton,  Inc., which was then the
lessee of certain real property and equipment previously intended to be utilized
by the Company in connection with the operation of such business.

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 15,  2001,  GVS  operated  approximately  15 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.

ADDITIONAL AGREEMENTS AND TRANSACTIONS BETWEEN THE COMPANY AND THE COHEN FAMILY

         On April 9, 1997, the Independent Committee recommended,  and the Board
of  Directors  (with Drs.  Robert and Alan Cohen  abstaining)  approved,  of the
Company entering into a consulting  agreement with Meadows,  a limited liability
company owned by Drs.  Robert and Alan Cohen.  Said agreement  provided for cash
compensation,  for the period from inception through December 31, 1997, computed
at the rate of three hundred thousand  ($300,000) dollars per annum, and for the
granting, to each of Drs. Robert and Alan Cohen, as the designees of Meadows, of
options,  each having a term of five years,  to each purchase  150,000 shares of
the  Company's  Common  Stock at an exercise  price  equal to the Closing  Price
($8.9375).  The granting of said options was approved by EVI's  shareholders  at
the 1997 Annual  Meeting of  Shareholders,  were  issued  under EVI's 1995 Stock
Incentive  Plan and vested as  follows:  one-half  (50%)  immediately  (April 9,
1997); and an additional  one-sixth  (16.67%) on each of April 9, 1998, 1999 and
2000.

         During  the  fiscal  year  ended  December  31,  2000,  certain  of the
Company's real estate and construction  supervisory  service personnel were also
employed by CFO in similar positions. In addition,  during the fiscal year ended
December 31, 2000, CFO purchased  products  fabricated from the Company's poster
reproduction  system.  The Company believes that the terms of these transactions
were as favorable to the Company as could have been  obtained  from an unrelated
party.

         An  entity owned by Drs. Robert, Alan and Edward Cohen is the lessee of
an office building located in East Meadow, New York. In April, 1996, the Company
relocated all of its corporate offices to this building and initially  subleased
approximately 22,000 square feet (approximately 60% of the building),  on a "net
lease" basis,  for a term of ten years at an aggregate  base rental (in addition
to a pro rata share of the building's  real estate taxes and costs of operation)
of $221,796 for the first three years, which amount increases gradually over the
remainder of the term of the sublease. In February, 1998 and February, 2000, the
Company and such entity voluntarily agreed to reduce such space by approximately
2,500 and 6,000 square feet, respectively,  and, in connection therewith, agreed
on a pro-rata reduction of such occupancy costs. A portion of the balance of the
space not utilized by the Company is subleased to CFO by the entity which is the
lessee of the entire building. The Company believes that the Company's rent with
respect to such space is equal to the fair  market  rental  value of such space.
Such transaction was approved by the Independent Committee on February 23, 1996.

         In  November,   1998,  Broadway  Partners  ("Broadway"),   a  New  York
partnership owned by certain of Dr. Robert and Alan Cohen's  children,  accepted
an offer to purchase, from the holder thereof, EVI's Non-Negotiable Subordinated
Convertible Debenture issued in connection with its acquisition of substantially
all of the retail optical assets of Benson Optical Co., Inc. and its affiliates;
and, in March,  2000, the Company purchased,  from Broadway,  such Debenture for
the sum of $550,000 based upon an independent, third party appraisal of the then
value thereof.

         On October 14, 1998,  the Board of Directors  authorized the Company to
borrow up to $2  million  from  Broadway.  The loans  were  payable,  on demand,
together  with  interest,  calculated  at the rate of twelve  (12%)  percent per
annum,  and were  secured by a first lien upon,  and  security  interest in, the
Company's  assets  situated in an ambulatory  surgery  center  located in Garden
City, New York.  During the 2000 fiscal year, the Company repaid to Broadway the
entire,  remaining  principal  balance of said loan,  as well as all accrued and
unpaid interest thereon.

INSIGHT LASER CENTERS, INC. AND MATTERS RELATING TO ROBERT AND KIM GREENBERG

         Robert and Kim Greenberg  were married to one another  until  November,
2000, when Mr. Greenberg passed away. Ms. Greenberg,  who acquired her husband's
equity  interests in Emerging's 66.5% owned  subsidiary,  Insight Laser Centers,
Inc. ("Insight"),  and EVI are parties to a Stockholders' Agreement, dated as of
July 1,  1999,  pertaining  to certain  matters  related  to the  ownership  and
operation  of  Insight.  The  Agreement  was  entered  into in  connection  with
Insight's acquisition of substantially all of the assets of a related consulting
business then owned by Mr. Greenberg, as discussed below.

         As of July 1,  1999,  Robert  Greenberg  ("Robert")  and Kim  Greenberg
("Kim"),  as the  sole  owners  of RBG  Consulting,  Ltd.  ("RBG"),  a New  York
corporation,  caused  RBG  to  contribute  to the  capital  of  Insight  certain
favorable   agreements   previously   entered   into   between  RBG  and  Summit
Technologies,  Inc.,  as well as cash,  in the amount of $150,000  (less certain
agreed upon  expenses  previously  incurred by RBG and/or  Robert in  connection
therewith),  subject  to  RBG's  obligations  under a  Promissory  Note,  in the
principal  amount of $150,000,  and an  Equipment  Lease for a Summit Apex Laser
System (which was  installed in Insight's  Soho,  New York Center,  which Center
ceased operations in February, 2001).

         In exchange, each of Robert and Kim received 16.67% of the total issued
and outstanding equity interests in Insight.

         As of July 1, 1999,  Kim  entered  into an  employment  agreement  with
Insight having a term of five (5) years,  which agreement  reflected an increase
in her base salary, from $70,000 per year to $100,000 per year. In addition, EVI
initially  granted Kim 70,000,  fully vested  employee stock  options,  of which
15,000 options are presently  outstanding,  each with an exercise price of $5.00
per share.

         Under the  Stockholders'  Agreement,  EVI and the Greenbergs  agreed to
establish a Board of  Directors  consisting  of seven  members  (two of whom are
always agreed to be Drs. Robert and Alan Cohen), to be elected by the holders of
a majority of the  outstanding  shares of Insight's  Class A Common  Stock.  The
Agreement  further  provides that for so long as the  Greenbergs are employed by
Insight under their  respective  employment  agreements and are in good standing
thereunder,  the Board also shall include the Greenbergs. In addition, the other
individuals  initially  elected to the Board (following the Insight  transaction
with the  Greenbergs)  were Joseph Silver,  Edward Celano ( a former director of
the Company who resigned from the Board in April,  2000) and Sean Deson; and the
parties  also have agreed  that the  following  persons  would be  appointed  as
officers of Insight for so long as the Stockholders'  Agreement is in effect and
those  appointed to such offices are then in compliance  with their  obligations
under the  Stockholders'  Agreement  (and, in the case of each of Robert and Kim
Greenberg, are in compliance under their respective employment agreements):

                  President/CEO                      Robert Greenberg
                  Executive Vice President           Kim Greenberg
                  Secretary/General Counsel          Joseph Silver

         As a result of Mr.  Greenberg's  death in November,  2000, Mr. McGeeney
now serves as Insight's President and CEO.

         Commencing April 10, 2000, the Stockholders' Agreement further provides
the Company  with an option to purchase the shares of Class A Common Stock owned
by the Greenbergs at a price and on terms specified, by the Company, at the time
the option is exercised, subject to certain terms specified in the Stockholders'
Agreement.  Kim  Greenberg  has the  right to make a  counteroffer  to  purchase
Insight's  Class A Common  Stock owned by EVI, on the same terms and  conditions
originally set by EVI. Any sale so  consummated is subject to upward  adjustment
in the event Insight consummates a public offering within nine months after such
sale, to give the seller the benefit of any increase in stock value.

         Under the  Stockholders'  Agreement,  in the event of a termination  of
employment of Kim, for cause,  EVI has the right to purchase the shares of Class
A Common  Stock owned by her at a price to be computed  in  accordance  with the
terms of the Stockholders'  Agreement.  In the event of such a termination,  the
terminated  executive,  under her employment  agreement,  also has agreed not to
compete with Insight for a period of one year following such termination.

         The Stockholders' Agreement terminates: (i) upon the written consent of
the parties; (ii) upon the dissolution, liquidation or sale of substantially all
of the assets of Insight;  (iii) in the event EVI,  on the one hand,  or Kim, on
the  other  hand,  no  longer  own  shares of  Insight;  or (iv) upon  Insights'
consummation  of an initial  public  offering or one or more private  placements
generating gross proceeds to Insight of not less than $10 million.

         On March 23, 2000, the Company  loaned Insight the principal  amount of
$150,000,  payable with  interest,  to be computed at the rate of 10% per annum.
Such indebtedness,  together with the interest thereon, was due on September 23,
2000, subject to prepayment in the event Insight raised gross proceeds in excess
of $850,000  in  connection  with a proposed  private  placement  of its Class A
Common  Stock.  In such  event,  the  proceeds  from the  offering  in excess of
$850,000 will be applied first to repay this indebtedness. As of the date hereof
the principal balance of such note remains outstanding.

FRANCHISE INTEREST BY CERTAIN MEMBER OF MANAGEMENT AND HIS FAMILY

         Joseph  Silver,  together with his wife,  are the  shareholders  of RJL
Optical, Inc. ("RJL"), which, in April, 1974, purchased the assets of, and was a
franchisee  for the Sterling  Optical Center located in Great Neck, New York. In
November,  1995,  RJL entered  into a management  agreement  whereby the Company
operated such store on behalf of RJL in exchange for the payment to it of a fee,
equal to 5% of the gross revenues of the store, subject to such store generating
sufficient cash flow proceeds to pay such amount. In addition,  RJL, on November
30, 2000, pursuant to its agreement with the Company,  reconveyed to the Company
the assets of such Sterling Optical Center for no additional consideration.

TRANSACTIONS WITH DURA-LAB, INC.

         In March,  1997,  the  Company  commenced  purchasing  a portion of its
ophthalmic  lenses from Dura-Lab,  Inc., a company owned, in part, by certain of
each of Drs.  Robert and Alan  Cohen's  children,  at prices  which the  Company
believes to be not more than those charged by other distributors of similar type
lenses.  During  the  2000  fiscal  year,  approximately  $693,000  was  paid to
Dura-Lab, Inc., by the Company, for such lenses.


TAX INDEMNITIES

         In connection with EVI's initial public offering, the Company agreed to
indemnify  the  shareholders  of EVI  immediately  prior to its  initial  public
offering for any tax liability arising from a determination,  after consummation
of  the  initial  public  offering,  that  the  Company's  reported  income  was
understated  for any period  prior to the  consummation  of the  initial  public
offering;  provided that such indemnity is limited to an adjustment equal to the
amount by which the  Company's  deferred tax liability is reduced as a result of
such determination.  Additionally, if and to the extent any shareholder, who was
a shareholder immediately prior to EVI's initial public offering, receives a tax
refund as a result of a determination,  after consummation of the initial public
offering, that the Company's reported income was overstated for any period prior
to the  consummation of the initial public  offering,  such  shareholder will be
required to pay such amount to the Company.

<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/  Michael C. McGeeney
                                         ----------------------------------
                                         Michael C. McGeeney
                                         President and Chief Executive Officer

                                     Date:  April 27, 2001


       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.


<TABLE>
<CAPTION>

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

<S>                              <C>                                                   <C>
/s/  William Stasior             Chairman of the Board of Directors                    April 27, 2001
-----------------------------
William Stasior


/s/  Michael C. McGeeney         President and Chief Executive Officer                 April 27, 2001
-----------------------------    (Principal Executive Officer)
Michael C. McGeeney


/s/  George D. Papadopoulos      Senior Vice President, Chief Financial Officer,       April 27, 2001
-----------------------------    Secretary and Treasurer
George D. Papadopoulos           (Principal Financial Officer)


/s/  Alan Cohen                  Director                                              April 27, 2001
-----------------------------
Alan Cohen


/s/  Robert Cohen                Director                                              April 27, 2001
-----------------------------
Robert Cohen


/s/  Joel Gold                   Director                                              April 27, 2001
-----------------------------
Joel Gold

</TABLE>