EXHIBIT 10.4
                                                                    ------------


                                LICENSE AGREEMENT


                         LAURA ASHLEY MANUFACTURING B.V.


                                       AND


                         USA OPTICAL DISTRIBUTORS, INC.


















     Certain portions of this agreement and the amendments thereto marked by
[***]have been omitted pursuant to previously granted Orders Granting
Confidential Treatment Under the Securities Exchange Act of 1934 and were filed
separately with the Securities and Exchange Commission pursuant to the initial
requests for confidential treatment.

<PAGE>



                                LICENSE AGREEMENT



THIS AGREEMENT is made the 28th day of May, 1991.

BETWEEN

1.   LAURA ASHLEY MANUFACTURING B.V., a company incorporated in the Netherlands
     and having its principal place of business at Luchthavenweg 24, 5507 SK
     Veldhoven, The Netherlands (hereinafter called "the Licensor") of the one
     part; and

2.   USA OPTICAL DISTRIBUTORS, INC., a company incorporated in the State of
     California having its principal office at 419A South Hindry Avenue,
     Inglewood, CA 90301, U.S.A. (hereinafter called "the Licensee") of the
     other part

WHEREAS:

1.   The Licensor is a member of the Laura Ashley group of companies which
     designs, manufactures and retails home furnishing products and garments,
     marketed and sold in many countries of the world, including North America.

2.   The Licensor is the registered proprietor of the trademarks LAURA ASHLEY
     and a distinctive oval device.

3.   The Licensor is the proprietor of a wide range of distinctive textile
     designs and patterns featured on Laura Ashley home furniture products and
     garments.

4.   The Licensee is an established designer, importer and wholesaler of
     fashionable eyeglass frames, including in its range of eyewear styles a
     portfolio of recognized brand names.

5.   The Licensee now wishes to design, import and sell in North America certain
     styles of eyeglass frames under the LAURA ASHLEY brand name.


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IT IS THEREFORE AGREED AND DECLARED AS FOLLOWS:

1.   DEFINITIONS

As used in this Agreement:

1.1  "Affiliate" of a party means a company which is affiliated to such party by
     one or more shareholdings such that, directly or indirectly, one of them is
     subject to the control of the other or both are subject to the common
     control of a third party;

1.2  "Approved Outlets" means first class retail outlets of a quality and
     standing consistent both with the high reputation of the Licensor for
     design, merchandising excellence and service and having the image and
     market positioning of the LAURA ASHLEY brand;

1.3  "Commencement Date" means September 1, 1991, or such later date prior to
     October 1, 1991 when the Licensor notifies the Licensee of its approval of
     the Marketing Plan for the First Contract Year.

1.4  "Contract Term" means the term of this Agreement as provided in Clause 13;

1.5  "Contract Year" means a period of twelve consecutive months from 1st
     February to 31st January during the Contract Term save that the first
     Contract Year shall be deemed to commence on the Commencement Date and to
     end on 31st January 1993 and the last Contract Year shall be deemed to
     commence on 1st February of the Year during which the Contract Term
     terminates and to end on the date of actual termination;

1.6  "Laura Ashley Designs" means surface prints originated or developed by the
     Licensor or its Affiliates;

1.7  "Laura Ashley Group" means the Licensor and its Affiliates referred to
     collectively;

1.8  "Laura Ashley Outlets" means outlets operated by a member of the Laura
     Ashley Group in the Territory under the LAURA ASHLEY name with the consent
     of the Licensor;

1.9  "Licensee" means USA Optical Distributors, Inc., and any of its Affiliates;

1.10 "Licensor" means Laura Ashley Manufacturing B.V.;

1.11 "Marketing Plan" means a plan for marketing Products prepared by the
     Licensee and agreed with the Licensor for each Contract Year as provided in
     Clause 6;

1.12 "Minimum Royalty" means the minimum sum payable to the Licensor by the
     Licensee by way of Royalty in respect of each Contract Year as provided in
     sub-clause 9.3;


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1.13 "Net Sales" means the gross amount of wholesale sales of Products invoiced
     by the Licensee less any deductions for returns, discounts or allowances
     granted to customers, all of which are reasonable and customary in the
     eyewear industry in the Territory, and less any bad debts, as that term is
     recognized under generally accepted accounting principles in the Territory;

1.14 "Parties" means the Licensor and the Licensee;

1.15 "Products" means ophthalmic frames for prescription eyeglasses, eyeglass
     cases and other accessories and related items, all of which are agreed as
     Products intended for sale bearing the Trademarks, and which are listed in
     Schedule I to this Agreement;

1.16 "Royalty" means the Royalty payable by the Licensee to the Licensor and
     described in Clause 9;

1.17 "Selected Designs" means Laura Ashley Designs selected from time to time by
     agreement between the Parties for application to the Products or packaging
     or promotional materials therefor;

1.18 "Territory" means the United States of America, its territories and
     possessions and Canada;

1.19 "Trademarks" means the trademarks of the Licensor listed in Schedule II,
     together with such additional trademarks (if any) as may be included in
     this Agreement from time to time by agreement between the parties;

2.   CONDITION PRECEDENT

     The Licensor's approval of the Marketing Plan for the first Contract Year
     under sub-clause 6.4 is a condition precedent to the Licensor's grant of
     the license under clause 3, and to all other rights, duties and obligations
     under this Agreement which are unrelated to the Licensor's approval of the
     Licensee's first Marketing Plan or to the Parties' confidentiality
     obligations under clause 10. If the Licensor does not approve the
     Licensee's first Marketing Plan by October 1, 1991, then this Agreement
     shall (unless the Parties otherwise agree in writing) terminate on that
     date. Upon such a termination, the parties shall have no further rights,
     duties or obligations under this Agreement, except the confidentially
     obligations under clause 10.

3.   GRANT OF LICENSE

3.1  With effect from the Commencement Date the Licensor hereby grants to the
     Licensee exclusive rights throughout the Contract Term

     (a)  to use the Trademarks on or in connection with the importation,
          distribution, marketing and sale of Products, and


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     (b)  to apply Selected Designs to packaging or promotional materials for
          the Products in the Territory upon the terms and conditions of this
          Agreement.

3.2  Whilst the Licensor shall not, throughout the Contract Term, grant to any
     third party the right to use the Trademarks for the sale of Products within
     the Territory, nothing herein shall restrict the use, licensing,
     manufacture or sale (as the case may be) by the Licensor or any Licensor
     Affiliate either in the Territory or elsewhere of any goods other than
     Products.

4.   PRODUCT QUALITY AND APPROVAL

4.1  The type and quality of each item to be imported, marketed, distributed or
     sold as a Product by the Licensee shall be the subject of discussion and
     agreement with the Licensor prior to its adoption as a Product.

4.2  The Licensee may propose new styles to the Licensor at two possible times:
     either at the same time as it is proposing a new Marketing Plan pursuant to
     sub-clause 6.5, or at other times during the course of any Contract Year.
     Styles proposed by the Licensee at the same time as the Marketing Plan
     shall fall within categories of Products approved in that Marketing Plan.
     Styles proposed at any other time during the Contract Year must fall within
     categories of Products previously approved by the Licensor as part of the
     most recently approved Marketing Plan.

4.3  Each style approved by the Licensor as a Product shall be included in
     Schedule I.

4.4  Approval of a Product shall be evidenced by the authorized officers of the
     Licensor and Licensee initialing that item when it is newly included
     therein; PROVIDED THAT, without prejudice to the Licensor's absolute right
     to approve the quality of any Product sold by the Licensee as elsewhere
     herein provided, the Licensor's approval of any style as a Product shall be
     deemed to have been granted if the Licensor fails to respond to the
     Licensee's request therefor:

     (a)  in the case of styles submitted with the Marketing Plan, within TWENTY
          (20) business days of receiving that request;

     (b)  in the case of styles submitted at other times during the Contract
          Year, within FIFTEEN (15) business days of receiving that request.

4.5  Products shall be of the best quality materials and consistent both with
     the highest standards of craft and skill associated with the reputation of
     the Licensor as designer, manufacturer and retailer of high quality fashion
     goods.

4.6  Prior to commissioning production in commercial quantities of any Product
     the Licensee shall:


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     (a)  procure that the Licensor shall, if it so chooses, have the right to
          inspect the places of proposed manufacture of such Product for the
          purpose of ascertaining that the Licensor's quality standards are
          being met, and

     (b)  submit free of charge at least three samples of each such Product to
          the Licensor for approval. No Product shall be sold by the Licensee in
          the absence of such approval. All Products thereafter offered for sale
          shall correspond with the approved sample.

4.7  No item which fails to meet the quality standards set forth in sub-clause
     4.2 shall be sold as a Product. The Licensee shall procure that its
     suppliers are held to the same requirement.

4.8  The Licensee shall ensure that all Products shall conform with all laws and
     regulations applicable thereto in the Territory.

5.   SALES AND PROMOTION

5.1  The Licensee shall use its best efforts to promote and extend the sale of
     Products throughout the Territory to all potential Approved Outlets.

5.2  The Licensee shall secure and maintain the distribution of adequate stocks
     of Products to (and only to) Approved Outlets such that the Products may be
     made readily and continuously available to customers.

5.3  The Licensor hereby places the Licensee on notice that it may inspect such
     Approved Outlets at any time throughout the Contract Term to assure itself
     that the provisions of this Clause are being complied with. If the Licensor
     notifies the Licensee that an outlet at which Products are sold does not
     (in the absolute discretion of the Licensor) meet the standards of an
     Approved Outlet, the Licensee shall procure that sales of Products at such
     outlets be discontinued at the earliest possible opportunity.

5.4  Products shall not be exported or sold by the Licensee for re-sale outside
     the Territory.

5.5  All advertising and promotional materials and activities relating to the
     Products shall require the Licensor's prior approval and all advertising
     and promotional proposals for the Products shall accordingly be submitted
     by the Licensee to the Licensor for prior approval. In respect of proposals
     by the Licensee for promotional materials and activities which have been
     contemplated by the Marketing Plan for the period to which they relate, the
     Licensor shall respond as quickly as practicable and in any event within
     FIFTEEN (15) business days from receipt of the same, in default of which
     response the Licensor's approval shall be deemed to have been granted.

5.6  The Licensor and its Affiliates in the Territory may purchase Products from
     the Licensee at the lower of


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     (a)  Licensee's standard wholesale price, including customary trade
          discounts and advertising allowances, or

     (b)  the lowest wholesale price at which the Licensee sells equivalent
          quantities of Products to its customers in the Territory, on at least
          net THIRTY (30) day terms.

6.   MARKETING

     Marketing Plans
     ---------------

6.1  The Licensee shall, in consultation with the Licensor, prepare and propose
     to the Licensor a Marketing Plan in respect of each Contract Year.

6.2  The Marketing Plan shall summarize all market information relevant to the
     period to which it relates including (without limitation):

     (a)  a description of the Products to be sold, together with proposals for
          categories and for designs of Products, and including proposed sources
          of supply;

     (b)  the number and identity of prospective customer accounts;

     (c)  suggested wholesale price points for the Products;

     (d)  the anticipated volume expected to be sold of each of the Products;

     (e)  an analysis of competitors' Products by price band;

     (f)  proposals for the interpretation of the Laura Ashley brand image in
          terms of advertising concepts and point of sale and other promotional
          materials;

     (g)  proposed advertising and promotional activities and expenditures for
          the Products; and

     (h)  proposed methods of sales and distribution.

6.3  To the extent practicable, the Licensee shall, upon submission of the
     Marketing Plan, provide the Licensor with three (3) samples of each Product
     which is described in the Marketing Plan and which is being submitted for
     approval.

6.4  The Marketing Plan for the First Contract Year shall be proposed to the
     Licensor by the Licensee no later than 31st July 1991. The Licensor shall
     respond to such proposal no later than 31st August 1991. Subsequent
     Marketing Plans shall be submitted to the Licensor for


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     approval no later than SIX (6) months in advance of the commencement of the
     Contract Year to which they relate.

     Approval by Licensor
     --------------------

6.5  No Marketing Plan shall be implemented unless and until the written
     approval of the Licensor has been obtained, provided that if the Licensor
     fails to respond to the proposal for a Marketing Plan referred to in
     sub-clause 6.4 within TWENTY (20) business days after receipt thereof, the
     Plan shall be deemed approved as submitted.

6.6  The Licensee shall spend no less than THREE PER CENT (3%) of its annual Net
     Sales of Products on advertising and promotional activities for the
     Products in the Territory.

     Additional Products
     -------------------

6.7  The Parties recognize a request by the Licensee to sell sunglasses bearing
     the Trademarks, either under this Agreement or a separate agreement.
     Accordingly the Licensor agrees to enter into good faith discussions with
     the Licensee within ONE HUNDRED AND EIGHTY (180) days from the Commencement
     Date, with a view to accommodating the Licensee's proposal. The Licensor
     further agrees that, until such period has expired, it will not approach
     other potential distributors for sunglasses in the Territory, provided that
     such restriction shall not in any event endure beyond a period of ONE
     HUNDRED AND EIGHTY (180) days from the Commencement Date. If the Licensor
     and the Licensee do not enter into an agreement for the Licensee to sell
     sunglasses bearing the Trademarks, whether pursuant to this or another
     agreement, and the Licensor enters into an agreement with a third party to
     sell sunglasses bearing the Trademarks in the Territory, the Licensor shall
     hold that third party to the same standards as the Licensee under this
     Agreement with respect to quality, styling and Approved Outlets.

7.   MARKET REPORT

     Within two months of the end of each Contract Year the Licensee shall
     submit to the Licensor a written report giving a full resume of sales and
     promotional activities and expenditures during the Year.

8.   TRADEMARKS AND COPYRIGHT

8.1  The Licensee acknowledges that the Trademarks and the goodwill attaching
     thereto are and shall remain the property of the Licensor.

8.2  The Licensee shall not promote or sell Products except in conjunction with
     Trademarks and shall not use Trademarks or Selected Designs except in
     relation to Products in a manner approved by the Licensor.



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8.3  All labels, packaging, display, and promotional and advertising materials
     relating to the Products and their promotion and sale shall bear an
     acknowledgement as to the proprietorship of the Trademarks and the license
     granted to the Licensee as follows:

          "Sold by USA Optical under license from Laura Ashley"

8.4  Wherever Selected Designs are used on packaging (and elsewhere as the
     Licensor may require or approve) the Licensee shall affix or apply a notice
     acknowledging the Licensor's copyright ownership as follows:

          "(C) Laura Ashley 19 [date* of design]"

8.5  Save as provided in sub-clause 8.3 and except as otherwise agreed in
     writing, there shall be no use of the Licensee's name or trademarks on the
     Products or on any labels, packaging, display or advertising materials
     related to the Products.

8.6  All rights arising from the use by the Licensee of the Trademarks shall
     enure to the benefit of the Licensor. This license shall operate solely as
     a permission for the Licensee to use the Trademarks and Selected Designs in
     the manner herein specified and shall not be deemed to confer on the
     Licensee any proprietary right in the Trademarks or Selected Designs, nor
     shall the Licensee acquire any registered design, registered trademark or
     other industrial property rights relating thereto.

8.7  If the Licensee becomes aware of any infringements of the Trademarks or
     copyrights in the Selected Designs, or any act of unfair competition or any
     trademark application in the Territory which in any way may impair the
     value or validity of the Trademarks, or the other rights granted
     by the Licensor hereunder, the Licensee will promptly notify the Licensor
     of that event. The Licensor undertakes that it will respond to such
     notification by taking such steps as it may deem reasonably necessary to
     protect the Licensee's rights hereunder, it being understood that the
     institution and conduct of any litigation which ensues, the selection of
     counsel and the settlement of the litigation and claims affecting the
     Trademarks or Selected Designs shall be entirely within the discretion of
     the Licensor, under the Licensor's control and at the Licensor's expense.
     Should legal action against a third party be deemed necessary or desirable
     by the Licensor, the Licensee will, if requested by the Licensor, cooperate
     with the Licensor in rendering appropriate assistance in instituting and
     prosecuting such legal action, provided that the reasonable expenses which
     the Licensee thereby incurs and the other costs and expenses of such legal
     action, including legal fees, shall be borne by the Licensor.

8.8  During the Contract Term, or upon the termination of this Agreement for any
     reason, the Licensee shall, upon request of the Licensor, execute such
     documents as the Licensor may reasonably require, including registered user
     agreements, to reflect the Licensor's ownership of the Trademarks. The
     Licensee hereby grants to the Licensor a power of attorney coupled with an
     interest to execute such agreements as Licensee's attorney-in-fact. The
     Licensor shall promptly provide the Licensee with copies of any such
     agreements.



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8.9    The Licensor represents to the Licensee:

       (a)    that it is the owner of the Trademarks and of the copyrights in
              all the Selected Designs;

       (b)    that it has the sole and exclusive right to deal with the same and
              to enter into license agreements therefor;

       (c)    that none of the Trademarks or the Selected Designs infringes any
              trademark, service mark, trade name, copyright design or work of
              any other party.

9.     ROYALTY

9.1    In consideration for the rights herein granted (and subject to the
       payments of Minimum Royalty herein contained), the Licensee shall pay to
       the Licensor a royalty at such rate as, after deduction of any
       withholding or other taxes (if any) imposed within the Territory and
       required to be deducted by the Licensee, shall amount to *** of the Net
       Sales of all Products sold by the Licensee.

9.2    The Royalty shall be determined and paid in respect of each Contract Year
       quarter ending on 30th April, 31st July, 31st October and 31st January
       during the Contract Term.

9.3    In respect of each Contract Year, the amount of Royalty payable to the
       Licensor shall in no event be less than the Minimum Royalty quoted below:


                 Contract Year             US $
                 -------------             ----
                 1991/93                   ***
                 1993/94                   ***
                 1994/95                   ***
                 1995/96                   ***


       Minimum Royalty shall be appropriately pro-rated for any period during
       the Contract Term that is less than a full Contract Year.

9.4    the Minimum Royalty shall be payable as follows:

       9.4.1  with respect to the Contract Year 1991/93

              (a)    on the ***, a first ***


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                     installment of ***;

              (b)    within *** of the end of each of the last ***, further
                     installments each of ***;

       9.4.2  with respect to each subsequent Contract Year, within *** of the
              end of each ***, a sum equivalent to *** attributable to such ***;

       provided that, in each Contract Year, any excess of actual Royalty paid
       per quarter over the applicable installment of Minimum Royalty shall be
       carried forward and credited against subsequent installments of Minimum
       Royalty payable in respect of such Contract Year.

9.5    Except as provided in subclauses 13.4 and 13.5, failure to pay the
       Minimum Royalty as provided in sub-clause 9.4 shall constitute a material
       breach of this Agreement within the meaning of sub-clause 13.2(a).

9.6    Royalty payments pursuant to sub-clause 9.7 shall credit the Licensee
       with amounts of Minimum Royalty, and Minimum Royalty payments pursuant to
       sub-clause 9.4.2 shall credit the Licensee with amounts of Royalty paid
       during the Contract Year in excess of the Minimum Royalty.

9.7    Payment of Royalty in respect of each quarter shall be effected within
       *** of the end thereof, and payment shall be accompanied by a report from
       the Licensee showing the names of customers to whom the Licensee sold
       Products during the period, and a precise computation of Net Sales upon
       which the Royalty payment was based, including the quantity, description
       and value of Products sold by the Licensee during the quarter, and any
       deductions for returns, discounts, allowances granted to customers, or
       bad debts.


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9.8    The Licensee shall keep adequate and accurate records in sufficient
       detail to enable the Royalty to be readily determined and shall, upon the
       Licensor's request, permit such records to be examined by the Licensor's
       representative at any time during normal business hours to verify Royalty
       reports and payments. In the event that such examination reveals an
       understatement of Royalty due to the Licensor in excess of FOUR PER CENT
       (4%), the Licensee shall be liable for costs of the Licensor's audit and
       the incidental expenses incurred in connection with the audit. Those
       costs and expenses shall be separate from and in addition to the
       Royalties owed to the Licensor.

9.9    Unless otherwise specified by the Licensor, all payments due by the
       Licensee to the Licensor hereunder shall be computed and paid in US
       dollars.

9.10   All overdue amounts shall bear interest at the rate of ONE PER CENT (1%)
       per month.

9.11   Until further notice from Licensor, all sums due to the Licensor
       hereunder shall be paid in US dollars by international wire transfer to
       the following account:

       ABN Bank
       Vijzelstraat 68-78
       Amsterdam 1000 AK
       The Netherlands

       Account Name: Laura Ashley Manufacturing B.V.
       Account No.:54 02 74 348
       Swift Code: ABN ANL 2A

10.    CONFIDENTIALITY

       Any information acquired by one Party (the "First Party") in the course
       of this Agreement regarding the affairs and business of the other Party
       (the "Second Party") and its Affiliates shall, during the Contract Term
       and for TEN (10) years thereafter, be treated by it as confidential and
       shall not be disclosed without the prior consent of the Second Party,
       whether such information is disclosed to the Second Party by the First
       Party or otherwise obtained by the First Party as a result of its
       association with Second Party except to the extent either required to be
       divulged in the performance of this Agreement or that such information
       falls within the public domain. Information to be treated as confidential
       under this Agreement shall include, without limitation, the Parties'
       customer lists, unpublished designs, marketing and business plans,
       telemarketing and other unique sales techniques, and sources of supply.

11.    LIABILITY, INDEMNITY AND INSURANCE

11.1   The Licensor and the Licensee each acknowledges and represents to the
       other that it is not a joint venturer, partner or co-venturer with the
       other and that neither party shall incur any liability on behalf of the
       other party or purport to pledge the credit of the other party or accept
       any order or obligation to be binding upon the other party.


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11.2   The Licensee shall indemnify and hold the Licensor, its Affiliates and
       their respective officers and directors, harmless from all claims, suits,
       demands, actions, losses, damages and costs, including reasonable legal
       fees and court costs, which the Licensor may incur or suffer by reason of
       any acts or omissions of the Licensee in connection with the importation,
       distribution, marketing or sale of the Products, including, but not
       limited to

       (a)    any manufacturing defect in a Product;

       (b)    the Licensee's manufacture, distribution or sale of the Products;
              or

       (c)    the labelling, packaging or advertising of the Products in
              violation of any applicable federal, state or local law or
              regulation.

11.3   So long as this Agreement remains in effect and for a period of not less
       than THREE (3) years thereafter, the Licensee agrees at its expense to
       carry product liability insurance with respect to the Products with
       limits of liability of not less than ONE MILLION US DOLLARS
       (US$1,000,000) per accident and ONE MILLION US DOLLARS (US$1,000,000) per
       person and to name the Licensor and its Affiliates and their respective
       officers, employees and directors, as a party insured under such
       insurance policy (with a waiver of subrogation in favor of the Licensor).
       Prior to offering any of the Products for sale and within TEN (10) days
       of a request by the Licensor, the Licensee shall furnish the Licensor a
       certificate of insurance evidencing that the policy with the minimum of
       coverage limits set forth in the preceding sentence is in full force and
       effect.

12.    COMPETITION

       The Licensee undertakes that it will not without the prior consent of the
       Licensor, throughout the Contract Term and for a period of SIX (6) months
       thereafter, engage directly or indirectly in the Territory in the
       importation, distribution, promotion or sale (either on its own account
       or for or on behalf of any other party) of any range of ladies' designer
       eyewear that is similar to the Products in price and any of (i) style,
       (ii) market position and (iii) market segment, nor engage in activities
       which would prejudice the performance of its obligations under this
       Agreement, provided that the Parties acknowledge that:

       (a)    the wholesale distribution of ladies' and men's designer eyewear
              as currently carried on by the Licensee; and

       (b)    the importation, distribution, promotion and sale of the lines of
              ladies designer eyewear set forth in Schedule III

       do not constitute prejudicial activities.


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<PAGE>


13.    DURATION

13.1   The Contract Term shall commence on the Commencement Date and shall
       continue, unless terminated earlier according to sub-clause 13.2, until
       31st January 1996.

13.2   Either party may terminate this Agreement at any time by giving the other
       party notice to that effect, stating the precise reasons therefor,
       effective on the date when notice is given or any subsequent date
       specified in the notice, in any of the following events:

       (a)    any material breach by the other party for which effective
              remedial action has not been undertaken within THIRTY (30) days
              after notice is given specifying the breach and requiring remedy
              of the same;

       (b)    if the other party shall be unable to pay its debts in the
              ordinary course of business or shall enter into liquidation
              (otherwise than for reason of corporate amalgamation or
              reconstruction) or shall become bankrupt or insolvent, or shall be
              placed in the control of a receiver or trustee, whether
              compulsorily or voluntarily.

13.3   Without prejudice to the foregoing, the Licensor shall have the right to
       terminate this Agreement as in the manner aforesaid in the following
       events:

       (a)    the Licensee fails in respect of each of any two Contract Years to
              generate and pay to the Licensor amounts by way of Royalty which
              exceed the Minimum Royalty relative to such Year;

       (b)    the Licensee fails to propose a selection of styles of eyewear
              and/or accessories which the Licensor is willing to approve as
              Products after consideration in good faith and having regard to
              the nature of the target market and the particular requirements of
              the Product customer;

       (c)    the Licensee fails in any Contract Year to spend more than THREE
              PERCENT (3%) of annual Net Sales on advertising and promotional
              activities as contemplated by sub-clause 6.6;

       (d)    the management and/or control of the Licensee passes from the
              present managers, shareholders, owners or controllers to other
              parties whom the Licensor may reasonably regard as unsuitable.

13.4   Without prejudice to the foregoing, any acts or omissions by the Licensor
       resulting in one or more of the following events shall be deemed a
       material breach of this Agreement by the Licensor:

       (a)    a third-party licensee of sunglasses bearing the Trademarks, as
              contemplated by sub-clause 6.7, is not held to the same standards
              as the Licensee under this Agreement


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              with respect to quality, styling or Approved Outlets, and as a
              result the value of the Trademarks is significantly impaired;

       (b)    any claim or litigation referred to in sub-clause 8.7 is not
              pursued with sufficient rigor, resulting in significant impairment
              to the value or validity of the Trademarks.

13.5   In the event of a material breach under sub-clause 13.4, the Licensee
       shall have the right to withhold all Minimum Royalty and Royalty payments
       until such time as the material breach has been remedied, at which time
       all such Minimum Royalty and Royalty payments shall be due and payable.
       No withholding of Minimum Royalty or Royalty payment under this
       sub-clause 13.5 shall constitute a material breach of this Agreement.

14.    CONSEQUENCES OF TERMINATION

       On termination of this Agreement (other than a termination pursuant to
       sub-clause 3.3):

14.1   the Licensee shall promptly pay to the Licensor all amounts due by way of
       Royalty or otherwise to the date of termination (which shall be deemed to
       be the end of the calendar quarter in which it falls);

14.2   the Licensee shall make no further use of the Trademarks or Selected
       Designs (subject to sub-clause 14.3);

14.3   the Licensor will, except where termination based on material breach was
       occasioned by the Licensor by reason of the Licensee's gross misconduct,
       permit the Licensee to dispose of any stock then in hand within up to SIX
       (6) months following the date of termination subject to payment of
       Royalty in respect of such sales as provided in Clause 9; and

14.4   the Licensor shall be given a right of first refusal to purchase stocks
       of Products on the terms, subject to the conditions, and at a price, no
       less favorable than the terms conditions and price offered to third party
       purchasers.

15.    EXPENSES

       The expenses incurred by the Licensee in performance of this Agreement,
       including all travel and out-of-pocket expenses, shall be solely for its
       own account.

16.    AGREEMENT PERSONAL

       This Agreement is personal to the Parties and may not be assigned or
       sub-contracted by either party without the consent of the other.

17.    DISPUTES

17.1   Any controversy arising out of or relating to this Agreement shall be
       submitted to and decided


                                       14
<PAGE>

       by arbitration only in the City of New York, pursuant to the Rules then
       outstanding of the American Arbitration Association. Unless the parties
       agree otherwise, there shall be three arbitrators in the arbitration
       proceedings. Each party shall choose one arbitrator, and the two
       arbitrators chosen shall choose a third arbitrator. The New York State
       laws of evidence at trial, and of discovery in civil matters, shall apply
       to the arbitration proceedings. The arbitrators sitting in any
       controversy shall have no power to alter or modify any provision of this
       Agreement or to render any award which, by its terms, effects any such
       alteration or modification. The parties consent to the jurisdiction of
       the Supreme Court of the State of New York for all purposes in connection
       with this agreement to arbitrate, and the parties consent that such Court
       may take the necessary proceedings for the confirmation or disaffirmance
       of any award and may enter judgment thereon. Any process, notice of
       motion or other application to said Court or to a Justice thereof may be
       served within or without the territorial jurisdiction of said Court, by
       registered or certified mail, return receipt requested, or by personal
       service, or in such other manner as is permissible under the Rules of
       said Court, provided a reasonable time for appearance, not less than TEN
       (10) business days, is allowed. In the event of a dispute or controversy
       arising under this Agreement, the prevailing party shall have the right
       to recover its reasonable attorney's fees and costs.

17.2   This Agreement shall be governed by, and interpreted in accordance with,
       the laws of the State of New York.

18.    PURCHASE OF SELECTED DESIGNS

       The Licensee may purchase materials bearing Selected Designs from the
       Licensor or its Affiliates at the lower of

       (a)    the Licensor's or its Affiliates' standard wholesale price,
              including customary trade discounts, or

       (b)    the lowest wholesale price at which the Licensor or its Affiliates
              sell such materials to its customers, on at least net THIRTY (30)
              day terms, provided that the Licensee's purchase orders relate to
              similar quantities of the Selected Designs, to the extent that
              such materials may be reasonably required by the Licensee for the
              production of Products or for the purposes of marketing or
              promoting the Products hereunder.

19.    GENERAL PROVISIONS

       Entire Understanding
       --------------------

19.1   This Agreement (including the Marketing Plans and other documents to be
       agreed to pursuant this Agreement) constitutes the sole agreement between
       the Parties.

       Modifications
       -------------



                                       15
<PAGE>


19.2   This Agreement may not be modified otherwise than by written instrument
       signed by both Parties.

       Communications
       --------------

19.3   Every notice or other communication under this Agreement shall be in
       writing delivered personally, by telex, or by facsimile addressed to the
       relevant Party, with its address set out below, or to any telex or
       facsimile number published as belonging to it (or such other address,
       telex or facsimile number as is notified in the manner herein provided by
       one Party to the other). Every notice or other communication shall be
       deemed to have been received, in the case of a telex message or facsimile
       transmission, at the time of dispatch or transmission, and in the case of
       a letter when delivered personally.

19.4   In proving the giving of a notice hereunder it shall be sufficient to
       prove that the notice was left or that the telex bears the correct
       answerback of the Party to whom the notice was sent, or that the sender's
       original facsimile has printed on it or attached to it a proper automated
       endorsement to the effect that it was received by or at the facsimile
       number of the Party to whom the facsimile was sent.

       Communications to the Licensor:
       -------------------------------

       Laura Ashley Manufacturing B.V.
       Luchthavenweg 24
       5507 AZ
       The Netherlands
       For the Attention of the Managing Director

       with copy to:

       Laura Ashley Holdings plc
       150 Bath Road
       Maidenhead
       Berkshire
       SL6 4YS
       United Kingdom
       For the Attention of the Company Secretary

       Communications to the Licensee:
       ------------------------------

       USA Optical Distributors, Inc.
       419A South Hindry Avenue
       Inglewood
       CA 90301


                                       16
<PAGE>

       United States of America
       For the Attention of the President

       Severability
       ------------

19.5   The provisions contained in this Agreement are considered reasonable by
       the Parties, but if any such provision is found to be invalid or
       unenforceable but would be valid if some part thereof were deleted or the
       scope of application reduced, such provision shall apply with such
       modifications as may be necessary to render it valid or enforceable. In
       any event the balance of this Agreement shall remain in effect.

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed
by their duly authorized representatives the day and year first above written.


SIGNED by         A.M.S.            )     /s/ A.M.S.
          --------------------------      -------------------------------
for and on behalf of                )
LAURA ASHLEY MANUFACTURING B.V.     )
-------------------------------



SIGNED by      Bernard Weiss        )     /s/ Bernard Weiss
          --------------------------      --------------------------------
for and on behalf of                )
USA OPTICAL DISTRIBUTORS, INC.      )
------------------------------------



                                       17
<PAGE>













                                   SCHEDULE I

                                    PRODUCTS



                         [Agreed styles to be described]



                                       18
<PAGE>









                                   SCHEDULE II

                                   TRADEMARKS





                                  LAURA ASHLEY


                               [Trademark Graphic]









                                       19
<PAGE>






                                  SCHEDULE III

                        LINES OF LADIES DESIGNER EYEWEAR
                 WHICH DO NOT CONSTITUTE PREJUDICIAL ACTIVITIES





WIMBLEDON

CALIFORNIA ATTITUDES

GENERIKA

CAMELOT











                                       20
<PAGE>



                               AMENDING AGREEMENT



THIS AGREEMENT is made the 2nd day of August, 1993.

BETWEEN

       1. LAURA ASHLEY MANUFACTURING B.V. a company incorporated in the
Netherlands and having its principal place of business at Luchthavenweg 24, 5507
SK Veldhoven, The Netherlands (hereinafter called "the Licensor") of the one
part; and

       2. SIGNATURE EYEWEAR, INC., (formerly known as USA OPTICAL DISTRIBUTORS,
INC.), a company incorporated in the State of California having its principal
office at 460 South Hindry Avenue, Inglewood, CA 90301, U.S.A. (hereinafter
called "the Licensee") of the second part; and

       3. LAURA ASHLEY LIMITED, a company incorporated in England and having its
registered office at 150 Bath Road, Maidenhead, Berkshire, England (hereinafter
called "the Additional Licensor") of the third part.

WHEREAS:

       1. The Licensor and the Licensee entered into a License Agreement dated
28 May, 1991 (the "License Agreement") granting the Licensee certain rights to
use the Trademarks in connection with the importation, distribution, marketing
and sales of Products; and

       2. The Licensor and the Licensee desire to amend the License Agreement as
set forth herein; and

       3. The Additional Licensor is the owner of.the Trademarks in the United
Kingdom, and the Licensor is the owner of the Trademarks in territories outside
the United Kingdom.

IT IS THEREFORE AGREED AND DECLARED AS FOLLOWS:

1.     Except as otherwise set forth in this Agreement, all defined terms shall
       have the same meaning as set forth in the License Agreement.

2.     Sub-clause 1.15 is hereby deleted, and the following substituted in its
       place:

       "1.15  "Products" means such ophthalmic frames for prescription
              eyeglasses, sunglasses, eyeglass cases and other accessories and
              related items, all of which are intended for sale bearing the
              Trademark, which are listed in Schedule I to this Agreement, as
              amended from time to time;"


                                       1
<PAGE>


3.     Sub-clause 1.18 is hereby deleted, and the following substituted in its
       place:

       "1.18  "Territory" means the United States of America (including its
              territories and possessions) and Canada, as well as the following
              countries added as of the date of this Amending Agreement, subject
              to the restrictions set forth in sub-clauses 3,1.2 and 3.1.3
              below: Mexico, New Zealand, Australia, South Africa, the United
              Kingdom, and every other country in Europe (individually, an
              "Additional Country"); "

4.     Clause 3.1 is hereby deleted, and the following is substituted in its
       place:

       "3.1.1 The Commencement Date of this Agreement was 19 September, 1991. As
              of February 1, 1993, the Licensor and the Additional Licensor (in
              respect of the United Kingdom) hereby grant to the Licensee
              exclusive rights, subject to sub-clauses 3.1.2 and 3.1.3 below,
              throughout the Contract Term

              (a)    to use the Trademarks on or in connection with the
                     importation, distribution, marketing and sale of Products,
                     and

              (b)    to apply Selected Designs to packaging or promotional
                     materials for the Products

                     in the Territory upon the terms and conditions of this
                     Agreement;

       3.1.2  Until January 31, 1994, the Licensee shall have the exclusive
              right to present a marketing plan relating to the Licensee's
              marketing and sales of Products in any country outside the United
              States or Canada (an "Additional Country Marketing Plan"). The
              Licensor's approval of the Licensee's Additional Country Marketing
              Plan for any specific country, as presented to the Licensor, shall
              be a condition precedent to the Licensee's sales of Products in
              that country. If the Licensor fails to respond to any such
              Additional Country Marketing Plan within 30 days after receipt
              thereof, that Additional Country Marketing shall be deemed
              approved as submitted.

              If the Licensor has not approved an Additional Country Marketing
              Plan for any specific Additional Country after 31 January, 1994
              (or, in the case of an Additional Country Marketing Plan presented
              during January 1994, 30 days after Licensor's receipt thereof),
              then the Licensee shall no longer have the exclusive right to
              present to the Licensor an Additional Country Marketing Plan for
              that Additional Country. Instead, the Licensee shall have the
              right of first refusal to sell Products in any such country, in
              accordance with sub-clause 3.1.3 below.

       3.1.3. Under the right of first refusal granted in sub-clause 3.1.2, on
              or after 1 February, 1994, the Licensor shall have the right to
              grant to a third party the exclusive right to sell Products in any
              specified Additional Country for which the Licensor has not


                                       2
<PAGE>

              already approved a plan by Licensee to sell Products, subject to
              the terms of this subclause 3.1.3. In the event that the Licensor
              grants such a right to a third party, the definition of the term
              "Territory" under sub-clause 1.18 of this Agreement shall be
              amended to reflect that grant. The procedures for granting such a
              right are as follows.

              If, on or after 1 February, 1994, the Licensor receives an
              Additional Country Marketing Plan from a third party, the Licensor
              shall deliver a written notice (the "Licensor's Notice") to the
              Licensee specifying the following material terms of the offer: the
              amount of any advance payment, the amount of minimum royalty
              payable, the territory covered by the offer, the length of the
              proposed license, and the commencement date of the proposed
              license. The Licensor shall not be required to deliver to the
              Licensee any information with respect to any other term of the
              third party's offer. The Licensor's Notice shall further state (a)
              that the third party licensee shall be held to the same standards
              as the Licensee under this Agreement with respect to quality,
              styling and Approved Outlets, and (b) that the third party
              licensee shall not be permitted to use the marketing materials or
              the eyeglass frame styles developed by the Licensee pursuant to
              this Agreement.

              The Licensee shall have 30 days to respond to the Licensor's
              Notice. If the Licensee does not respond to the Licensor's Notice
              within 30 days, then the Licensor shall have the right to grant an
              exclusive license to the third party, under the terms set forth in
              the Licensor's Notice (the "Third Party License"). If the Licensee
              responds to the Licensor's Notice within that 30 day period,
              delivering an Additional Country Marketing Plan for the territory
              specified in the notice, and specifying terms that do not exceed
              the third party's offer in all material respects (the "Licensee's
              Notice"), then the Licensor shall have the right to determine in
              the Licensor's sole discretion whether to grant the exclusive
              right to sell Products in that Additional Country to the Licensee
              or the third party, or to refrain from granting that right at that
              time. If the Licensee's Notice specifies terms that exceed the
              third party's offer in all material respects, then the Licensor
              shall not have the right to grant the exclusive right to sell
              Products in that Additional Country to the third party at that
              time, but may, in its discretion, (a) grant that right to the
              Licensee, (b) solicit from the third party an offer which matches
              or exceeds the Licensee's offer in all material respects, or (c)
              refrain from granting that right at that time. If Licensor elects
              to solicit such an offer from the third party, and then within a
              reasonable period of time obtains from the third party an offer
              which matches or exceeds the Licensee's offer in all material
              respects, the Licensor shall have the right to grant the exclusive
              right to sell Products in that Additional Country to the third
              party.

              In determining whether or not the Licensee's offer matches or
              exceeds the third party's offer, the Licensor shall examine the
              Licensee's past performance in countries outside the United States
              and Canada, taking into consideration the Licensee's decisions,
              after consultation with Licensor, to grow slowly in order to
              ensure success.


                                       3
<PAGE>


              The Licensee's right of first refusal relating to the territory
              covered by the Licensor's Notice shall terminate once the Licensor
              and the third party have entered into the Third Party License. If
              the Third Party License is terminated for any reason, the Licensor
              shall notify the Licensee within a reasonable period of time of
              such termination, and the Licensee shall have the right to make an
              offer to have the exclusive license for the territory previously
              covered by the Third Party License, but shall no longer have a
              right of first refusal related to that territory.

              Any disputes arising out of or otherwise related to the right of
              first refusal granted under sub-clauses 3.1.2 and 3.1.3 of this
              Agreement shall be submitted to arbitration pursuant to the rules
              of the American Arbitration Association."

5.     The portion of Clause 8 in quotation marks is hereby deleted, and the
       following substituted in its place:

       "Sold by Signature Eyewear under license from Laura Ashley"

6.     Clause 9.3 is hereby deleted, and the following substituted in its place:

       "9.3   The Amount of Royalty in U.S. dollars payable for each Contract
              Year for each Category defined in sub-clause 13.1.4 shall in no
              event be less than the Minimum Royalty amount for that Category as
              set forth below:

                               Minimum      Minimum       Minimum
                               Royalty      Royalty       Royalty
                               for          for           for
                               USA &        Additional    Non-
                               Canada       Countries     Optical     Total
       Contract                Optional     Optical       Sunwear     Minimum
       Year                    Sales        Sales         Sales       Royalty

       INITIAL TERM:

       1993/94           ***
       1994/95           ***
       1995/96           ***

       FIRST RENEWAL TERM

       1996/97           ***
       1997/98           ***
       1998/99           ***
       1999/00           ***
       2000/01           ***


                                       4
<PAGE>

       ADDITIONAL RENEWAL TERMS

       2001/02           ***
       2002/03           ***
       2003/04           ***
       2004/05           ***
       2005/06           ***

7.     Clause 13.1 is hereby deleted, and the following substituted in its
       place:

       "13.1.1  The Contract Term commenced 19 September, 1991, and shall,
                unless terminated earlier in accordance with sub-clauses 13.2,
                13.3 or 13.4(b) below, remain in effect for an initial term
                ending on 31 January, 1996 (the "Initial Term"). The Contract
                Term is subject to a first automatic renewal term of five
                Contract Years (the "First Renewal Term"), as set forth in
                sub-clause 13.1.2, and additional one-year renewal terms
                (individually, an "Additional Renewal Term"), as set forth in
                sub-clause 13.1.3 below.

       13.1.2   Subject to sub-clauses 13.2 and 13.4(b), on February 1, 1996 the
                Contract Term shall be automatically renewed for the First
                Renewal Term for all Categories (as defined in sub-clause
                13.1.4), provided that the amount of Royalty payable to the
                Licensor for each of the final two Contract Years of the Initial
                Term for each such Category is equal to or greater than the
                Minimum Royalty for that Category during those Contract Years,
                as set forth in sub-clause 9.3 above.

                The Licensor shall have the right, for a period of 90 days after
                31 January, 1996, to terminate the Licensee's rights with
                respect to any Category defined under sub-clause 13.1.4 above if
                the Licensee fails in respect of any two Contract Years to have
                sufficient Net Sales to generate Royalty amounts which equal or
                exceed the Minimum Royalty for that Category and those Contract
                Years; if the Licensor does not exercise such right to terminate
                the Licensee's rights within the 90 day period, the Licensor's
                right to terminate shall be deemed to be waived.

       13.1.3   Subject to sub-clauses 13.2 and 13.4(b), on February 1, 2001,
                and on February 1 of each succeeding year, the Contract Term
                shall be automatically renewed for an Additional Renewal Term,
                for all Categories (as defined in sub-clause 13.1.4), provided
                that the amount of Royalty payable to the Licensor for each of
                the previous two Contract Years for each Category is equal to or
                greater than the Minimum Royalty for that Category during those
                Contract Years, as set forth in sub-clause 9.3 above.

                The Licensor shall have the right, for a period of 90 days after
                31 January of any Additional Renewal Term Contract Year, to
                terminate the Licensee's rights with respect to any Category
                defined under sub-clause 13.1.4 above if


                                       5
<PAGE>

                the Licensee fails, in respect of the two Contract Years then
                ended, to have sufficient Net Sales to generate Royalty amounts
                which equal or exceed the Minimum Royalty for that Category and
                those Contract Years; provided that, if the Licensor does not
                exercise such right to terminate the Licensee's rights within
                the 90 day period, the Licensor's right to terminate shall be
                deemed to be waived.

       13.1.4   For the purposes of determining the Minimum Royalty payable
                under this Agreement, the following categories (the
                "Categories") have the meanings set forth below:

                "USA & Canada Optical Sales" means sales of Products in the
                United States of America (including its territories and
                possessions) and Canada which are made to stores specializing in
                ophthalmic frames for prescription eyeglasses, whether those
                sales are made directly to such stores or through distributors
                which specialize in selling to such stores.

                "Additional Countries Optical Sales" means sales of Products in
                all other countries within the Territory other than the United
                States and Canada which are made to stores specializing in
                ophthalmic frames for prescription eyeglasses, whether those
                sales are made directly to such stores or through distributors
                which specialize in selling to such stores.

                "Non-Optical Sunwear Sales" means sales of sunglasses which are
                Products made to stores which do not specialize in ophthalmic
                frames for prescription eyeglasses, whether those sales are made
                directly to such stores or through distributors which specialize
                in selling to such stores."

8.     Sub-clause 13.2 is hereby amended (a) to be known hereafter as
       sub-clause 13.2.1, and (b) to add the following sub-clause 13.2.2:

       "13.2.2  The Licensor shall have the right, for a period of 90 days after
                any Contract Year, to terminate the Licensee's rights with
                respect to any Category defined under sub-clause 13.1.4 above if
                the Licensee fails in respect of any two Contract Years to have
                sufficient Net Sales to generate Royalty amounts which equal or
                exceed the Minimum Royalty for that Category and those Contract
                Years; provided that, if the Licensor does not exercise such
                right to terminate the Licensee's rights within a 90 day period
                after the end of any Contract Year, that right shall be deemed
                to be waived.

9.     Sub-clause 13.4(a) is hereby deleted, and the following substituted in
       its place:

       (a)      a third-party licensee which obtains the license to sell
                eyeglass frames bearing the Trademarks, in any of the
                Categories, as contemplated by sub-clauses 13.1.2, 13.1.3 and
                13.1.4 above, is not held to the same standards as the Licensee
                under this


                                       6
<PAGE>

                Agreement with respect to quality, styling or Approved Outlets,
                and as a result the value of the Trademarks is significantly
                impaired;"

10.    The portion of Clause 19.4 entitled "Communications to the Licensee" is
       hereby deleted, and the following is substituted in its place:

       "Communications to the Licensee:
       --------------------------------

       Signature Eyewear, Inc.
       460 South Hindry Ave.
       Inglewood, CA 90301
       United States of America
       For the Attention of the President

       Communications to the Additional Licensor:
       -----------------------------------------

       Laura Ashley Limited
       150 Bath Road
       Maidenhead, Berkshire
       England
       For the Attention of the Company Secretary"

11.    Clause 6.7 and sub-clause 13.3(a) are hereby deleted.

12.    Except as otherwise stated herein, all remaining clauses of the License
       Agreement shall remain in full force and effect, provided that all
       references to the Licensor therein shall be deemed to include the
       Additional Licensor where applicable.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized representatives the day and year first above written.


SIGNED by                           )         /s/
for and on behalf of                )         ------------------------
LAURA ASHLEY MANUFACTURING B.V.     )
-------------------------------

SIGNED by                           )         /s/
for and on behalf of                )         ------------------------
LAURA ASHLEY LIMITED                )
--------------------

SIGNED by                           )         /s/ Julie Heldman
for and on behalf of                )         --------------------------
SIGNATURE EYEWEAR, INC.             )
-------------------------------
(formerly known as
USA OPTICAL DISTRIBUTORS, INC.)


                                       7
<PAGE>


                                   SCHEDULE I

                                    PRODUCTS


        The following are the styles of eyeglass frames approved by Licensor, as
of April 30, 1993.

        1.      Laura Ashley eyeglass frames for women:

                ANNE
                ARABELLA
                DIANA
                ELIZABETH
                EMMA
                HEATHER
                ISABELLE
                JAINE
                JOY
                JULIET
                KATE
                KATHRYN
                ROSALIND
                SOMERSET
                TESS

        2.      Laura Ashley sunglasses:

                SUN 101
                SUN 102
                SUN 103

        3.      Laura Ashley for Girls eyeglasses:

                AMY
                JULIE
                LILY



                                       8
<PAGE>


                           FURTHER AMENDING AGREEMENT
                           --------------------------

     THIS AGREEMENT is made on 18 December, 2002

B E T W E E N:

     1. SIGNATURE EYEWEAR, INC. (formerly known as USA Optical Distributors,
Inc.), a company incorporated in the State of California having its principal
office at 498 North Oak Street, Inglewood, CA 90302, USA ("the Licensee") of the
first part; and

     2. LAURA ASHLEY LIMITED, a company incorporated in England and having its
registered office at 27 Bagley's Lane, London, SW6 2QA (the "Licensor") of the
second part.

                                  INTRODUCTION

     1  The Licensor's assignor and the Licensee entered into a licence
agreement dated 28 May 1991 (the "Licence Agreement").

     2  The Licence Agreement was amended by agreements dated 2 August 1993, 31
May 1994, 30 January 1995, 21 August 1995, and 4 October 2000.

     3  The parties now wish to amend the Licence Agreement further.


     IT IS THEREFORE AGREED:

     1. Clause 13.2.1 (b) of the Licence Agreement is hereby deleted and
replaced with the following:

        "(b) if the other party shall enter into liquidation (otherwise than for
        reason of corporate amalgamation or reconstruction) or shall become
        bankrupt or shall be placed in the control of a receiver or trustee,
        whether compulsorily or voluntarily."

     2. There shall be added a new clause 13.2.1A as follows:

        "For the avoidance of doubt, and without affecting the meaning of
        material breach for any other purpose, non-payment of Royalty shall be a
        material breach for the purpose of clause 13.2.1(a)."

     3. Any definition in the Licence Agreement shall apply to this agreement.

     4. For this agreement, Licence Agreement shall mean the Licence Agreement
as amended unless the context otherwise dictates.

     5. This agreement shall be effective from 24 October 2002.

     6. Save as provided here, the Licence Agreement shall remain unaffected.
<PAGE>


     IN WITNESS whereof, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives the day and year first above
written


SIGNED by                         )
for and on behalf of              )
SIGNATURE EYEWEAR, INC.           )





SIGNED by                         )
for and on behalf of              )
LAURA ASHLEY LIMITED              )

<PAGE>

PLEASE REPLY TO FAX NO: +44 20 7880 5111
Our ref:       WGW/vcm/Letter 14042003


14 April 2003


Mr Michael Prince
Signature Eyewear, Inc.
498 N Oak Street
Inglewood
CA 90302
USA



Dear Mr Prince

LICENCE AGREEMENT BETWEEN LAURA ASHLEY LIMITED (BY ASSIGNMENT FROM LAURA ASHLEY
MANUFACTURING BV) AND SIGNATURE EYEWEAR, INC. DATED 28 MAY 1991 (AS AMENDED FROM
TIME TO TIME) (THE "LICENCE")

We refer to the Licence. The terms used in this letter shall have the same
meaning as in the Licence unless the contrary is indicated. We refer to your
e-mail dated 17 March 2003 addressed to Angie Yam. In consideration for the sum
of [***], which shall be added to the sum of [***] due by 7 April 2003 mentioned
below, we are agreeable to the following:

1.   The actual royalties from the quarter ending 31 January 2003 which remain
     unpaid as of the date hereof ($121,851) must be paid on or before the
     following dates:

          (i)     [***] (plus with the consideration of $1 mentioned above
                  giving a total of [***]) by 7 April 2003;

          (ii)    [***] by 21 April 2003; and

          (iii)   [***] by 3 May 2003.

<PAGE>


2.   The table for the Minimum Royalties for the Additional Renewal Terms ending
     31 January 2004 through 2008 shall be deleted and replaced with the
     following:

                                             Minimum
     Additional Renewal Terms ending         Royalty
     -------------------------------         -------

     January 2004                             [***]

     January 2005                             [***]

     January 2006                             [***]

     January 2007                             [***]

     January 2008                             [***]

3.   The Additional Renewal Terms ending in January 2007 and 2008 are subject to
     the additional proviso that no material breach which, if capable of remedy,
     has not been within the prescribed grace period has been committed from the
     date hereof up to 31 January 2006.

4.   The Minimum Royalty for the Additional Renewal Term ending 31 January 2004
     shall be payable as follows:

          (i)     [***] on or before 30 April 2003;

          (ii)    [***] on or before 31 July 2003;

          (iii)   [***] on or before 31 October 2003;

          (iv)    [***] on or before 28 February 2004; and,

          (v)     the balance [***] shall be payable in accordance with Section
                  9.4 of the License as if it were the sole Minimum Royalty for
                  such Additional Renewal Term.

5.   For the avoidance of doubt, the Minimum Royalties for the Additional
     Renewal Term ending 31 January 2004 and each Additional Renewal Term
     thereafter are intentionally not segregated by product type or territory.

6.   At least six months prior to the end of the Contract Year ending 31 January
     2008 provided that Siganture Eyewear, Inc. has not committed any material
     breach of terms of the Licence, the parties will discuss and consider the
     renewal of the Agreement for a further Additional Renewal Terms. If there
     is no agreement on further Additional Renewal Terms, the Licence shall end
     on 31 January 2008.

<PAGE>

7.   Laura Ashley waives any right to terminate the Licence as may exist as of
     31 January 2003 based on clause 13.2.2, and agrees that for all purposes
     under the Licence and the Licensee shall be deemed to have not failed in
     the Contract Year ended 31 January 2003 to have sufficient Net Sales to
     generate Royalty amounts which equal or exceed the Minimum Royalty in any
     Category of such Year.

8.   The revised Minimum Royalties shall revert to the original Minimum
     Royalties with retrospective effect if Laura Ashley shall be entitled to
     terminate the Licence in accordance with its terms, or, if applicable,
     under the common law.

Any amendment or waiver made by this letter shall be void or ineffective AB
INITIO should a change of control to which Laura Ashley approves does not occur
by 30 April 2003. Further, any consent to any change of control relating to the
Transaction (as defined in the relevant Consent document) signed by or on behalf
of Laura Ashley Limited on or around the date hereof is signed subject to
acceptance of this offer, and subject to the condition that you replace your
existing bank credit facility or facilities (term and/or revolving) in an
aggregate amount not less than [***] and that you obtain an additional term
facility in the amount not less than [***].

To accept this offer of variation, please sign below on both copies of this
letter and return one to me by post and by fax. A transaction report showing
that the fax has been received at +44 20 7880 5111 or actual receipt at the
above fax number constitutes communication of acceptance.

Yours sincerely


/s/ ANGIE YAM
Director of Corporate and Strategic Affairs
-------------------------------------------
For and on behalf of Laura Ashley Limited

cc: Ms Olivia Smales, Licensing Manager, Laura Ashley
    Mr Alan Spatz, Messrs Troy Gould




Signed: /s/ Michael Prince                               Date:   4/14/03
        ----------------------------------------------         -----------
        For and on behalf of Signature Eyewear, Inc.
        Chief Financial Officer


<PAGE>


                         [SIGNATURE EYEWEAR LETTERHEAD]



February 9, 2007

Sean Anglim
Head of Operations
Laura Ashley Limited
27 Bagleys Lane
Fulham, London
SW6 2QA

Dear Sean:

Per our conversation, Laura Ashley confirms there is no minimum sales
requirement for the 2006/07 contract year.

     1.   For the 2006/07 contract year ending January 31, 2007, Signature will
          pay a royalty minimum of *** (a final payment of *** to be made
          March 19, 2007).

     2.   For royalty and administrative support in conjunction with building
          the brand, in respect of the year ending January 27, 2007, Signature
          will pay Laura Ashley *** (three payments of *** in May 07, August
          07, November 07, and the balance of *** in January 08).

     3.   Signature also agrees to a fee of ***, in respect of the year ending
          January 27, 2007, to be paid in March of 2007.

     4.   Signature and Laura Ashley agree to extend the license agreement until
          January 2010 under the following terms and conditions:

          a.)  Signature will pay Laura Ashley the greater of *** royalty or
               the minimum royalty as outlined below:

          b.)  Year                 Minimum Royalty
               ----                 ---------------

               2007/06                    ***
               2006/09                    ***
               2009/10                    ***
<PAGE>


Signature truly appreciates Laura Ashley's understanding in regard to the future
development of the Laura Ashley eyewear brand. We are excited to work together
to build a strong and profitable eyewear business in the years to come.

Please sign our memorandum of understanding and fax back to 310-330-270. If you
have any questions please call us at 9 am (PST) on Thursday.

Best,




Michael Prince                                    /s/ Sean Anglim
----------------------                            ------------------------------
CEO                                               Approved and Accepted
Signature Eyewear                                 Sean Anglim-Head of Operations
                                                  Laura Ashley Limited