<PAGE>
                                   






                                U.S. Vision, Inc.

                               2,500,000 Shares /1
                                  Common Stock
                           ($.01 par value per share)

                             Underwriting Agreement

                                                             New York, New York
                                                               December 1, 1997

Salomon Smith Barney
Smith Barney Inc.
Janney Montgomery Scott Inc
As Representatives of the several Underwriters,
c/o Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

U.S. Vision, Inc., a Delaware corporation (the "Company"), proposes to sell to
the underwriters named in Schedule I hereto (the "Underwriters"), for whom you
(the "Representatives") are acting as representatives, 2,500,000 shares of
Common Stock, $.01 par value per share ("Common Stock"), of the Company (said
shares to be issued and sold by the Company being hereinafter called the
"Underwritten Securities"). The Company also proposes to grant to the
Underwriters an option to purchase up to an aggregate of 375,000 additional
shares of Common Stock (the "Option Securities"; the Option Securities, together
with the Underwritten Securities, being hereinafter called the "Securities"). To
the extent there are no additional Underwriters listed on Schedule I other than
you, the term Representatives as used herein shall mean you, as Underwriters,
and the terms Representatives and Underwriters shall mean either the singular or
plural as the context requires.

---------
1 Plus an option to purchase up to 375,000 additional shares to cover 
  over-allotments.

<PAGE>


     1. Representations and Warranties.

                  (a) The Company represents and warrants to, and agrees with,
each Underwriter as set forth below in this Section 1. Certain terms used in
this Section 1 are defined in Section 17 hereof.

                  (i) The Company has filed with the Securities and Exchange
         Commission (the "Commission") a registration statement (file number
         333-35819) on Form S-1, including a related preliminary prospectus, for
         the registration under the Act of the offering and sale of the
         Securities. The Company may have filed one or more amendments thereto,
         including a related preliminary prospectus, each of which has
         previously been furnished to you. The Company will next file with the
         Commission either (A) prior to the Effective Date of such registration
         statement, a further amendment to such registration statement
         (including the form of final prospectus) or (B) after the Effective
         Date of such registration statement, a final prospectus in accordance
         with Rules 430A and 424(b)(1) or (4). In the case of clause (B), the
         Company has included in such registration statement, as amended at the
         Effective Date, all information (other than Rule 430A Information)
         required by the Act and the rules thereunder to be included in such
         registration statement and the Prospectus. As filed, such amendment and
         form of final prospectus, or such final prospectus, shall contain all
         Rule 430A Information, together with all other such required
         information, and, except to the extent the Representatives shall agree
         in writing to a modification, shall be in all substantive respects in
         the form furnished to you prior to the Execution Time or, to the extent
         not completed at the Execution Time, shall contain only such specific
         additional information and other changes (beyond that contained in the
         latest Preliminary Prospectus) as the Company has advised you, prior to
         the Execution Time, will be included or made therein.

                  (ii) On the Effective Date, the Registration Statement did or
         will, and when the Prospectus is first filed (if required) in
         accordance with Rule 424(b) and on the Closing Date (as defined herein)
         and on any date on which shares sold in respect of the Underwriters'
         over-allotment option are purchased, if such date is not the Closing
         Date (a "settlement date"), the Prospectus (and any supplements
         thereto) will, comply in all material respects with the applicable
         requirements of the Act and the rules thereunder; on the Effective Date
         and at the Execution Time, the Registration Statement did not or will
         not contain any untrue statement of a material fact or omit to state
         any material fact required to be stated therein or necessary in order
         to make the statements therein not misleading; and, on the Effective
         Date, the Prospectus, if not filed pursuant to Rule 424(b), will not,
         and on the date of any filing pursuant to Rule 424(b) and on the
         Closing Date and any settlement date, the Prospectus (together with any
         supplement thereto) will not, include any untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading; provided, however, that the
         Company makes no representation or warranty as to the information
         contained in or omitted from the Registration Statement, or the
         Prospectus (or any supplement thereto) in reliance upon and in
         conformity with information furnished herein or in writing to the
         Company by or on behalf of any Underwriter through the Representatives
         specifically for inclusion in the Registration Statement or the
         Prospectus (or any supplement thereto).

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<PAGE>

                  (iii) Each of the Company and its subsidiaries has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of the jurisdiction in which it is chartered or
         organized with full corporate power and authority to own its properties
         and conduct its business as described in the prospectus, and is duly
         qualified to do business as a foreign corporation and is in good
         standing under the laws of each jurisdiction which requires such
         qualification except for such failures to so qualify which,
         individually or in the aggregate, would not have a material adverse
         effect on the condition (financial or otherwise), prospects, earnings,
         business or properties of the Company and its subsidiaries, taken as a
         whole.

                  (iv) all the outstanding shares of capital stock of each
         Subsidiary have been duly and validly authorized and issued and are
         fully paid and nonassessable, and, except as otherwise set forth in the
         Prospectus, all outstanding shares of capital stock of the Subsidiaries
         are owned by the Company either directly or through wholly owned
         subsidiaries free and clear of any security interests, claims, liens or
         encumbrances.

                  (v) The Company's authorized equity capitalization is as set
         forth in the Prospectus; the capital stock of the Company conforms in
         all material respects to the description thereof contained in the
         Prospectus; the outstanding shares of Common Stock have been duly and
         validly authorized and issued and are fully paid and nonassessable; the
         Securities being sold hereunder have been duly and validly authorized,
         and, when issued and delivered to and paid for by the Underwriters
         pursuant to this Agreement, will be validly issued, fully paid and
         nonassessable; the Securities have been duly authorized for listing,
         subject to official notice of issuance, on the Nasdaq National Market;
         the certificates for the Securities are in valid and sufficient form;
         the holders of outstanding shares of capital stock of the Company are
         not entitled to preemptive or other rights to subscribe for the
         Securities; and, except as set forth in the Prospectus, no options,
         warrants or other rights to purchase, agreements or other obligations
         to issue, or rights to convert any obligations into or exchange any
         securities for, shares of capital stock of or ownership interests in
         the Company are outstanding.

                  (vi) There is no franchise, contract or other document of a
         character required to be described in the Registration Statement or
         Prospectus, or to be filed as an exhibit thereto, which is not
         described or filed as required.

                  (vii) This Agreement has been duly authorized, executed and
         delivered by the Company and constitutes a valid and binding obligation
         of the Company enforceable against the Company in accordance with its
         terms, except as rights to indemnity and contribution hereunder may be
         limited by federal or state securities laws or principles of public
         policy and subject to the qualification that the enforceability of the
         Company's obligations hereunder may be limited by bankruptcy,
         fraudulent conveyance, insolvency, reorganization, moratorium and other
         laws relating to or affecting creditors' rights generally and by
         general equitable principles.

                                       3
<PAGE>

                  (viii) The Company is not and, after giving effect to the
         offering and sale of the Securities and the application of the proceeds
         thereof as described in the Prospectus, will not be an "investment
         company" as defined in the Investment Company Act of 1940, as amended.

                  (ix) No consent, approval, authorization, filing with or order
         of any court or governmental agency or body is required in connection
         with the transactions contemplated herein, except such as have been
         obtained under the Act and such as may be required under the blue sky
         laws of any jurisdiction in connection with the purchase and
         distribution of the Securities by the Underwriters in the manner
         contemplated herein and in the Prospectus.

                  (x) Neither the issue and sale of the Securities nor the
         consummation of any other of the transactions herein contemplated nor
         the fulfillment of the terms hereof will conflict with, result in a
         breach or violation of or imposition of any lien, charge or encumbrance
         upon any property or assets of the Company or any of its subsidiaries
         pursuant to, (i) the charter or by-laws of the Company or any of its
         subsidiaries or (ii) the terms of any indenture, contract, lease,
         mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which the
         Company or any of its subsidiaries is a party or bound or to which its
         or their property is subject, or (iii) any statute, law, rule,
         regulation, judgment, order or decree applicable to the Company or any
         of its subsidiaries of any court, regulatory body, administrative
         agency, governmental body, arbitrator or other authority having
         jurisdiction over the Company or any of its subsidiaries or any of its
         or their properties, except for such conflicts, breaches, violations or
         impositions which, individually or in the aggregate, would not have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole.

                  (xi) Except as disclosed in the Prospectus, no holders of
         securities of the Company have rights to the registration of such
         securities under the Registration Statement.

                  (xii) The consolidated financial statements and schedules of
         the Company and its consolidated subsidiaries included in the
         Prospectus and the Registration Statement present fairly in all
         material respects the financial condition, results of operations and
         cash flows of the Company as of the dates and for the periods
         indicated, comply as to form with the applicable accounting
         requirements of the Act and the rules and regulations thereunder and
         have been prepared in conformity with generally accepted accounting
         principles applied on a consistent basis throughout the periods
         involved (except as otherwise noted therein). The selected financial
         data set forth under the caption "Selected Financial Information" in
         the Prospectus and Registration Statement fairly present, on the basis
         stated in the Prospectus and the Registration Statement, the
         information included therein.

                                       4
<PAGE>

                  (xiii) No action, suit or proceeding by or before any court or
         governmental agency, authority or body or any arbitrator involving the
         Company or any of its subsidiaries or its or their property is pending
         or threatened that (i) could reasonably be expected to have a material
         adverse effect on the performance of this Agreement or the consummation
         of any of the transactions contemplated hereby or (ii) could reasonably
         be expected to have a material adverse change in the condition
         (financial or otherwise), prospects, earnings, business or properties
         of the Company and its subsidiaries, taken as a whole, whether or not
         arising from transactions in the ordinary course of business, except as
         set forth in or contemplated in the Prospectus (exclusive of any
         supplement thereto) (except, in the case of this clause (ii), for those
         that have been disclosed in the Prospectus).

                  (xiv) Each of the Company and each of its subsidiaries owns or
         leases all such properties as are necessary to the conduct of its
         operations as presently conducted; neither the Company nor any
         subsidiary is in violation of any law, rule or regulation of any
         Federal, state or local governmental or regulatory authority applicable
         to it or is in non-compliance with any term or condition of, or has
         failed to obtain and maintain in effect, any license, certificate,
         permit or other governmental authorization required for the ownership
         or lease of its property or the conduct of its business, which
         violation, non-compliance or failure would individually or in the
         aggregate have a material adverse change in the condition (financial or
         otherwise), prospects, earnings, business or properties of the Company
         and its subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Prospectus (exclusive of any supplement
         thereto); and the Company has not received notice of any proceedings
         relating to the revocation or material modification of any such
         license, certificate, permit or other authorization.

                  (xv) Neither the Company nor any subsidiary is in violation or
         default of (i) any provision of its charter or bylaws, (ii) the terms
         of any indenture, contract, lease, mortgage, deed of trust, note
         agreement, loan agreement or other agreement, obligation, condition,
         covenant or instrument to which it is a party or bound or to which its
         property is subject, or (iii) any statute, law, rule, regulation,
         judgment, order or decree of any court, regulatory body, administrative
         agency, governmental body, arbitrator or other authority having
         jurisdiction over the Company or such subsidiary or any of its
         properties, as applicable, except for such violations or defaults
         which, individually or in the aggregate, would not have a material
         adverse effect on the condition (financial or otherwise), prospects,
         earnings, business or properties of the Company and its subsidiaries,
         taken as a whole.

                                       5
<PAGE>

                  (xvi) Ernst & Young LLP, who have certified certain financial
         statements of the Company and its consolidated subsidiaries and
         delivered their report with respect to the audited consolidated
         financial statements and schedules included in the Prospectus, are
         independent public accountants with respect to the Company within the
         meaning of the Act and the applicable published rules and regulations
         thereunder.

                  (xvii) There are no transfer taxes or other similar fees or
         charges under Federal law or the laws of any state, or any political
         subdivision thereof, required to be paid in connection with the
         execution and delivery of this Agreement or the issuance by the Company
         or sale by the Company of the Securities.

                  (xviii) The Company has filed all foreign, federal, state and
         local tax returns that are required to be filed or has requested
         extensions thereof (except in any case in which the failure so to file
         would not have a material adverse change in the condition (financial or
         otherwise), prospects, earnings, business or properties of the Company
         and its subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Prospectus (exclusive of any supplement thereto)
         and has paid all taxes required to be paid by it and any other
         assessment, fine or penalty levied against it, to the extent that any
         of the foregoing is due and payable, except for any such assessment,
         fine or penalty that is currently being contested in good faith or as
         described in or as would not have a material adverse change in the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Prospectus
         (exclusive of any supplement thereto).

                  (xix) No labor disturbance by or dispute with the employees of
         the Company or any of its subsidiaries exists or is threatened or
         imminent that could result in a material adverse change in the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Prospectus
         (exclusive of any supplement thereto).

                  (xx) The Company and each of its subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent and customary in the
         businesses in which they are engaged; neither the Company nor any such
         subsidiary has been refused any insurance coverage sought or applied
         for; and neither the Company nor any such subsidiary has any reason to
         believe that it will not be able to renew its existing insurance
         coverage as and when such coverage expires or to obtain similar
         coverage from similar insurers as may be necessary to continue its
         business at a cost that would not cause a material adverse change in
         the condition (financial or otherwise), prospects, earnings, business
         or properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Prospectus
         (exclusive of any supplement thereto).



                                       6
<PAGE>

                  (xxi) No subsidiary of the Company is currently prohibited,
         directly or indirectly, from paying any dividends to the Company, from
         making any other distribution on such subsidiary's capital stock, from
         repaying to the Company any loans or advances to such subsidiary from
         the Company or from transferring any of such subsidiary's property or
         assets to the Company or any other subsidiary of the Company, except as
         described in or contemplated by the Prospectus.

                  (xxii) The Company and its subsidiaries possess all
         certificates, authorizations and permits issued by the appropriate
         federal, state or foreign regulatory authorities necessary to conduct
         their respective businesses, and neither the Company nor any such
         subsidiary has received any notice of proceedings relating to the
         revocation or modification of any such certificate, authorization or
         permit which, singly or in the aggregate, if the subject of an
         unfavorable decision, ruling or finding, would result in a material
         adverse change in the condition (financial or otherwise), prospects,
         earnings, business or properties of the Company and its subsidiaries,
         taken as a whole, whether or not arising from transactions in the
         ordinary course of business, except as set forth in or contemplated in
         the Prospectus (exclusive of any supplement thereto).

                  (xxiii) Neither the Company nor any of its subsidiaries is in
         violation of any federal or state law or regulation relating to
         occupational safety and health or to the storage, handling or
         transportation of hazardous or toxic materials and the Company and its
         subsidiaries have received all permits, licenses or other approvals
         required of them under applicable federal and state occupational safety
         and health and environmental laws and regulations to conduct their
         respective businesses, and the Company and each such subsidiary is in
         compliance with all terms and conditions of any such permit, license or
         approval, except any such violation of law or regulation, failure to
         receive required permits, licenses or other approvals or failure to
         comply with the terms and conditions of such permits, licenses or
         approvals which would not, singly or in the aggregate, result in a
         material adverse change in the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Prospectus (exclusive of any supplement
         thereto).

                  (xxiv) The Company and each of its subsidiaries maintain a
         system of internal accounting controls sufficient to provide reasonable
         assurance that (A) transactions are executed in accordance with
         management's general or specific authorizations; (B) transactions are
         recorded as necessary to permit preparation of financial statements in
         conformity with generally accepted accounting principles and to
         maintain asset accountability; (C) access to assets is permitted only
         in accordance with management's general or specific authorization; and
         (D) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences.


                                       7
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                  (xxv) The subsidiaries listed on Annex A attached hereto are
         the only subsidiaries of the Company (the "Subsidiaries").

                  (xxvi) The Company owns or has obtained licenses for the
         patents, patent applications, trade and service marks, trade secrets
         and other intellectual properties referenced or described in the
         Prospectus as being owned by or licensed to it (collectively, the
         "Intellectual Property"). Except as set forth in the Prospectus (a)
         there are no rights of third parties to any such Intellectual Property;
         (b) there is no material infringement by third parties of any such
         Intellectual Property; (c) there is no pending or threatened action,
         suit, proceeding or claim by others challenging the Company's rights in
         or to any such Intellectual Property, and the Company is unaware of any
         facts which would form a reasonable basis for any such claim; (d) there
         is no pending or threatened action, suit, proceeding or claim by others
         challenging the validity or scope of any such Intellectual Property,
         and the Company is unaware of any facts which would form a reasonable
         basis for any such claim; and (e) there is no pending or threatened
         action, suit, proceeding or claim by others that the Company infringes
         or otherwise violates any patent, trademark, copyright, trade secret or
         other proprietary rights of others, and the Company is unaware of any
         other fact which would form a reasonable basis for any such claim. Each
         of the Company and each of its subsidiaries owns the Intellectual
         Property or has the rights to the Intellectual Property that is
         necessary to conduct its business as described in the Prospectus

                  (b) Any certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by the Company, as to matters covered thereby, to each Underwriter.

                  2. Purchase and Sale. (a) Subject to the terms and conditions
and in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Company and at a purchase price
of $8.37 per share, the amount of the Underwritten Securities set forth opposite
such Underwriter's name in Schedule I hereto.

                  (b) Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Company hereby grants
an option to the several Underwriters to purchase up to 375,000 of the Option
Securities from the Company at the same purchase price per share as the
Underwriters shall pay for the Underwritten Securities. Said option may be
exercised only to cover over-allotments in the sale of the Underwritten
Securities by the Underwriters. Said option may be exercised in whole or in part
at any time (but not more than once) on or before the 30th day after the date of
the Prospectus upon written or telegraphic notice by the Representatives to the
Company setting forth the number of shares of the Option Securities as to which
the several Underwriters are exercising the option and the settlement date.
Delivery of certificates for the shares of Option Securities by the Company and
payment therefor to the Company, shall be made as provided in Section 3 hereof.
The number of shares of the Option Securities to be purchased by each
Underwriter shall be the same percentage of the total number of shares of the
Option Securities to be purchased by the several Underwriters as such
Underwriter is purchasing of the Underwritten Securities, subject to such
adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.


                                       8
<PAGE>

                  3. Delivery and Payment. Delivery of and payment for the
Underwritten Securities and the Option Securities (if the option provided for in
Section 2(b) hereof shall have been exercised on or before the third Business
Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on
December 5, 1997, or at such time on such later date not more than three
Business Days after the foregoing date as the Representatives shall designate,
which date and time may be postponed by agreement between the Representatives
and the Company or as provided in Section 9 hereof (such date and time of
delivery and payment for the Securities being herein called the "Closing Date").
Delivery of the Securities shall be made to the Representatives for the
respective accounts of the several Underwriters against payment by the several
Underwriters through the Representatives of the respective aggregate purchase
prices of the Securities being sold by the Company to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. Delivery of the Underwritten Securities and the Option Securities
shall be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.



If the option provided for in Section 2(b) hereof is exercised after the third
business day prior to the Closing Date, the Company will deliver the Option
Securities (at the expense of the Company) to the Representatives on the date
specified by the Representatives (which shall be within three Business Days
after exercise of said option) for the respective accounts of the several
Underwriters, against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. If settlement for the Option Securities occurs after the Closing
Date, the Company will deliver to the Representatives on the settlement date for
the Option Securities, and the obligation of the Underwriters to purchase the
Option Securities shall be conditioned upon receipt of, supplemental opinions,
certificates and letters confirming as of such date the opinions, certificates
and letters delivered on the Closing Date pursuant to Section 6 hereof.

                  4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus.

                                       9
<PAGE>



                  5.  Agreements.

                  (a)     The Company agrees with the several Underwriters that:

                  (i) The Company will use its best efforts to cause the
         Registration Statement, if not effective at the Execution Time, and any
         amendment thereof, to become effective as soon as practicable. Prior to
         the termination of the offering of the Securities, the Company will not
         file any amendment of the Registration Statement or supplement to the
         Prospectus or any Rule 462(b) Registration Statement unless the Company
         has furnished you a copy for your review prior to filing and will not
         file any such proposed amendment or supplement to which you reasonably
         object. Subject to the foregoing sentence, if the Registration
         Statement has become or becomes effective pursuant to Rule 430A, or
         filing of the Prospectus is otherwise required under Rule 424(b), the
         Company will cause the Prospectus, properly completed, and any
         supplement thereto to be filed with the Commission pursuant to the
         applicable paragraph of Rule 424(b) within the time period prescribed
         and will provide evidence satisfactory to the Representatives of such
         timely filing. The Company will promptly advise the Representatives (A)
         when the Registration Statement, if not effective at the Execution
         Time, shall have become effective, (B) when the Prospectus, and any
         supplement thereto, shall have been filed (if required) with the
         Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration
         Statement shall have been filed with the Commission, (C) when, prior to
         termination of the offering of the Securities, any amendment to the
         Registration Statement shall have been filed or become effective, (D)
         of any request by the Commission or its staff for any amendment of the
         Registration Statement, or any Rule 462(b) Registration Statement, or
         for any supplement to the Prospectus or of any additional information,
         (E) of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or the institution or
         threatening of any proceeding for that purpose and (F) of the receipt
         by the Company of any notification with respect to the suspension of
         the qualification of the Securities for sale in any jurisdiction or the
         initiation or threatening of any proceeding for such purpose. The
         Company will use its best efforts to prevent the issuance of any such
         stop order or the suspension of any such qualification and, if issued,
         to obtain as soon as possible the withdrawal thereof.

                  (ii) If, at any time when a prospectus relating to the
         Securities is required to be delivered under the Act, any event occurs
         as a result of which the Prospectus as then supplemented would include
         any untrue statement of a material fact or omit to state any material
         fact necessary to make the statements therein in the light of the
         circumstances under which they were made not misleading, or if it shall
         be necessary to amend the Registration Statement or supplement the
         Prospectus to comply with the Act or the rules thereunder, the Company
         promptly will (i) prepare and file with the Commission, subject to the
         second sentence of paragraph (a)(i) of this Section 5, an amendment or
         supplement which will correct such statement or omission or effect such
         compliance and (ii) supply any supplemented Prospectus to you in such
         quantities as you may reasonably request.



                                       10



<PAGE>

                  (iii) As soon as practicable, the Company will make generally
         available to its security holders and to the Representatives an
         earnings statement or statements of the Company and its subsidiaries
         which will satisfy the provisions of Section 11(a) of the Act and Rule
         158 under the Act.

                  (iv) The Company will furnish to the Representatives and
         counsel for the Underwriters, without charge, signed copies of the
         Registration Statement (including exhibits thereto) and to each other
         Underwriter a copy of the Registration Statement (without exhibits
         thereto) and, so long as delivery of a prospectus by an Underwriter or
         dealer may be required by the Act, as many copies of each Preliminary
         Prospectus and the Prospectus and any supplement thereto as the
         Representatives may reasonably request. The Company will pay the
         expenses of printing or other production of all documents relating to
         the offering.

                  (v) The Company will arrange, if necessary, for the
         qualification of the Securities for sale under the laws of such
         jurisdictions as the Representatives may designate, and will maintain
         such qualifications in effect so long as required for the distribution
         of the Securities and will pay any fee of the National Association of
         Securities Dealers, Inc., in connection with its review of the offering
         and the reasonable fees and expenses of counsel to the Underwriters in
         connection therewith.

                  (b) The Company will not, for a period of 180 days following
the Execution Time, without the prior written consent of Salomon Smith Barney,
offer, sell or contract to sell, or otherwise dispose of (or enter into any
transaction which is designed to, or could be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due
to cash settlement or otherwise) by the Company or any affiliate of the Company
or any person in privity with the Company or any affiliate of the Company)
directly or indirectly, or announce the offering of, any other shares of Common
Stock or any securities convertible into, or exchangeable for, shares of Common
Stock; provided, however, that the Company may issue and sell Common Stock
pursuant to any employee stock option plan, stock ownership plan or dividend
reinvestment plan of the Company in effect at the Execution Time and the Company
may issue Common Stock issuable upon the conversion of securities or the
exercise of warrants outstanding at the Execution Time, in each case to the
extent such plans, securities or warrants are described in the Prospectus.

                  6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwritten Securities and the
Option Securities, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein as of
the Execution Time, the Closing Date and any settlement date pursuant to Section
3 hereof, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the performance by the
Company of its respective obligations hereunder and to the following additional
conditions:



                                       11
<PAGE>


                  (a) If the Registration Statement has not become effective
prior to the Execution Time, unless the Representatives agree in writing to a
later time, the Registration Statement will become effective not later than (i)
6:00 PM New York City time on the date of determination of the public offering
price, if such determination occurred at or prior to 3:00 PM New York City time
on such date or (ii) 9:30 AM on the Business Day following the day on which the
public offering price was determined, if such determination occurred after 3:00
PM New York City time on such date; if filing of the Prospectus, or any
supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any
such supplement, will be filed in the manner and within the time period required
by Rule 424(b); and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.

                  (b) The Company shall have furnished to the Representatives
the opinion of Sayles & Lidji, counsel for the Company, dated the Closing Date,
to the effect that:

                  (i) each of the Company and the Subsidiaries has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of the jurisdiction in which it is chartered or
         organized, with full corporate power and authority to own its
         properties and conduct its business as described in the Prospectus, and
         is duly qualified to do business as a foreign corporation and is in
         good standing under the laws of each jurisdiction which requires such
         qualification except for such failures to so qualify which,
         individually or in the aggregate, would not have a material adverse
         effect on the condition (financial or otherwise), prospects, earnings,
         business or properties of the Company and its subsidiaries, taken as a
         whole;

                  (ii) all the outstanding shares of capital stock of each
         Subsidiary have been duly and validly authorized and issued and are
         fully paid and nonassessable, and, except as otherwise set forth in the
         Prospectus, all outstanding shares of capital stock of the Subsidiaries
         are owned by the Company either directly or through wholly owned
         subsidiaries free and clear of any perfected security interest and, to
         the knowledge of such counsel, after due inquiry, any other security
         interests, claims, liens or encumbrances;

                  (iii) the Company's authorized equity capitalization is as set
         forth in the Prospectus; the capital stock of the Company conforms in
         all material respects to the description thereof contained in the
         Prospectus; the outstanding shares of Common Stock have been duly and
         validly authorized and issued and are fully paid and nonassessable; the
         Securities being sold hereunder by the Company have been duly and
         validly authorized, and, when issued and delivered to and paid for by
         the Underwriters pursuant to this Agreement, will be validly issued,
         fully paid and nonassessable; the Securities being sold hereunder by
         the Company are duly authorized for listing, subject to official notice
         of issuance, on the Nasdaq National Market; the certificates for the
         Securities are in valid and sufficient form; and the holders of
         outstanding shares of capital stock of the Company are not entitled to
         preemptive or other rights to subscribe for the Securities; and, except
         as set forth in the Prospectus, to such counsel's knowledge, no
         options, warrants or other rights to purchase, agreements or other
         obligations to issue, or rights to convert any obligations into or
         exchange any securities for, shares of capital stock of or ownership
         interests in the Company are outstanding;


                                       12
<PAGE>

                  (iv) to the knowledge of such counsel, there is no pending or
         threatened action, suit or proceeding by or before any court or
         governmental agency, authority or body or any arbitrator involving the
         Company or any of its subsidiaries of a character required to be
         disclosed in the Registration Statement which is not adequately
         disclosed in the Prospectus, and there is no franchise, contract or
         other document of a character required to be described in the
         Registration Statement or Prospectus, or to be filed as an exhibit
         thereto, which is not described or filed as required;

                  (v) the Registration Statement has become effective under the
         Act; any required filing of the Prospectus, and any supplements
         thereto, pursuant to Rule 424(b) has been made in the manner and within
         the time period required by Rule 424(b); to the knowledge of such
         counsel, no stop order suspending the effectiveness of the Registration
         Statement has been issued, no proceedings for that purpose have been
         instituted or threatened, and the Registration Statement and the
         Prospectus (other than the financial statements and other financial
         information contained therein, as to which such counsel need express no
         opinion) comply as to form in all material respects with the applicable
         requirements of the Act and the rules thereunder;

                  (vi) this Agreement has been duly authorized, executed and
delivered by the Company;

                  (vii) the Company is not and, after giving effect to the
         offering and sale of the Securities and the application of the proceeds
         thereof as described in the Prospectus, will not be an "investment
         company" as defined in the Investment Company Act of 1940, as amended;

                  (viii) no consent, approval, authorization, filing with or
         order of any court or governmental agency or body is required in
         connection with the transactions contemplated herein, except such as
         have been obtained under the Act and such as may be required under the
         blue sky laws of any jurisdiction in connection with the purchase and
         distribution of the Securities by the Underwriters in the manner
         contemplated in this Agreement and in the Prospectus;

                  (ix) neither the issue and sale of the Securities, nor the
         consummation of any other of the transactions herein contemplated nor
         the fulfillment of the terms hereof will conflict with, result in a
         breach or violation or imposition of any lien, charge or encumbrance
         upon any property or assets of the Company or its subsidiaries pursuant
         to, (i) the charter or by-laws of the Company or its subsidiaries or
         (ii) the terms of any indenture contract, lease, mortgage, deed of
         trust, note agreement, loan agreement or other agreement, obligation,
         condition, covenant or instrument to which the Company or its
         subsidiaries is a party or bound or to which its property is subject
         that is made an exhibit to the Registration Statement or is otherwise
         known to such counsel, or (iii) to such counsel's knowledge, any
         statute, law, rule, regulation, judgment, order or decree applicable to
         the Company or its subsidiaries of any court, regulatory body,
         administrative agency, governmental body, arbitrator or other authority
         having jurisdiction over the Company or its subsidiaries or any of its
         or their properties, except for such conflicts, breaches, violations or
         impositions which, individually or in the aggregate, would not have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole; and



                                       13

<PAGE>

                  (x) to such counsel's knowledge, except as described in the
         Prospectus, no holders of securities of the Company have rights to the
         registration of such securities under the Registration Statement.

In addition, such counsel shall state that although such counsel does not assume
any responsibility for the accuracy, completeness or fairness of the statements
in the Registration Statement and the Prospectus, such counsel has participated
in the preparation of the Registration Statement and the Prospectus, including
review and discussion of the contents thereof with representations of the
Underwriters and their counsel, officers and representatives of the Company, and
representatives of the independent certified public accountants of the Company,
and such counsel has no reason to believe that on the Effective Date or at the
Execution Time the Registration Statement contains or contained any untrue
statement of a material fact or omitted or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus as of its date and on the Closing Date
includes any untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (in each case, other
than the financial statements and the notes thereto and the schedules and other
financial and statistical information contained therein, as to which such
counsel need express no opinion);

                  In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other than the
Delaware General Corporation Law or the Federal laws of the United States, to
the extent they deem proper and specified in such opinion, upon the opinion of
other counsel of good standing whom they believe to be reliable and who are
satisfactory to counsel for the Underwriters and (B) as to matters of fact, to
the extent they deem proper, on certificates of responsible officers of the
Company and public officials. References to the Prospectus in this paragraph (b)
include any supplements thereto at the Closing Date.



                                       14
<PAGE>

                  (c) The Representatives shall have received from Dewey
Ballantine LLP, counsel for the Underwriters, such opinion or opinions, dated
the Closing Date, with respect to the issuance and sale of the Securities, the
Registration Statement, the Prospectus (together with any supplement thereto)
and other related matters as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as they request for
the purpose of enabling them to pass upon such matters.

                  (d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the President and the principal financial
or accounting officer of the Company, dated the Closing Date, to the effect that
the signers of such certificate have carefully examined the Registration
Statement, the Prospectus, any supplements to the Prospectus and this Agreement
and that:

                  (i) the representations and warranties of the Company in this
         Agreement are true and correct in all material respects on and as of
         the Closing Date with the same effect as if made on the Closing Date
         and the Company has complied with all the agreements and satisfied all
         the conditions on its part to be performed or satisfied at or prior to
         the Closing Date;

                  (ii) no stop order suspending the effectiveness of the
         Registration Statement has been issued and no proceedings for that
         purpose have been instituted or to such officers' knowledge,
         threatened; and

                  (iii) since the date of the most recent financial statements
         included in the Prospectus (exclusive of any supplement thereto), there
         has been no material adverse change in the condition (financial or
         otherwise), prospects, earnings, business or properties of the Company
         and its subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Prospectus (exclusive of any supplement
         thereto).

                  (e) At the Execution Time and at the Closing Date, Ernst &
Young LLP shall have furnished to the Representatives letters, dated
respectively as of the Execution Time and as of the Closing Date, in form and
substance satisfactory to the Representatives.

                  (f) Subsequent to the Execution Time or, if earlier, the dates
as of which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Prospectus (exclusive of any supplement thereto),
there shall not have been (i) any change or decrease specified in the letter or
letters referred to in paragraph (e) of this Section 6 or (ii) any change, or
any development involving a prospective change, in or affecting the condition
(financial or otherwise), earnings, business or properties of the Company and
its subsidiaries taken as a whole, whether or not arising from transactions in
the ordinary course of business, except as set forth in or contemplated in the
Prospectus (exclusive of any supplement thereto) the effect of which, in any
case referred to in clause (i) or (ii) above, is, in the sole judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Registration Statement (exclusive of any amendment thereof)
and the Prospectus (exclusive of any supplement thereto).


                                       15

<PAGE>

                  (g) On or prior to the Execution Time, the National
Association of Securities Dealers, Inc. shall have approved the Underwriters'
participation in the distribution of the Securities to be sold by the Company.

                  (h) At the Execution Time, the Company shall have furnished to
the Representatives a letter substantially in the form of Exhibit A hereto from
each officer and director of the Company and certain shareholders addressed to
the Representatives, in which each such person agrees not to offer, sell,
contract to sell, pledge or otherwise dispose of, or exercise any registration
rights with respect to, or file a registration statement with the Commission in
respect of, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the
Exchange Act with respect to, any shares of capital stock of the Company or any
securities convertible into or exercisable or exchangeable for such capital
stock, or publicly announce an intention to effect any such transaction, for a
period of 180 days after the date of this Agreement, other than (i) any shares
of Common Stock to be sold hereunder, (ii) any option or warrant or the
conversion of a security outstanding on the date hereof and referred to in the
Prospectus to which this Agreement relates and (iii) other than shares of Common
Stock disposed of as bona fide gifts approved by Salomon Smith Barney.

                  (i) The Company shall have caused the Securities to be
eligible for trading on the Nasdaq National Market upon issuance.

                  (j) On the Closing Date, the Company shall have furnished to
the Representatives evidence satisfactory to the Representatives of the
application of the net proceeds of this offering as set forth in "Use of
Proceeds" in the Prospectus;

                  (k) On the Closing Date, the Company shall have furnished to
the Representatives evidence satisfactory to the Representatives of the
conversion of all outstanding shares of Series A Cumulative Preferred Stock and
Series C Cumulative Preferred Stock.

                  (l) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information, certificates and
documents as the Representatives may reasonably request.



                                       16
<PAGE>

If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall be delivered at
the office of Dewey Ballantine LLP, counsel for the Underwriters, at 1301 Avenue
of the Americas, New York, New York, on the Closing Date.

                  7. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally through Smith Barney Inc. on demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities.

                  8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.



                                       17


<PAGE>

                  (b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity to each Underwriter, but only with reference to written
information relating to such Underwriter furnished to the Company by or on
behalf of such Underwriter through the Representatives specifically for
inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any Underwriter
may otherwise have. The Company acknowledges that the statements set forth in
the last paragraph of the cover page regarding delivery of the Securities, the
stabilization legend in block capital letters on page 2, (i) the sentences
related to concessions and reallowances and (ii) the paragraph related to
stabilization under the heading "Underwriting" or "Plan of Distribution" in any
Preliminary Prospectus and the Prospectus constitute the only information
furnished in writing by or on behalf of the several Underwriters for inclusion
in any Preliminary Prospectus or the Prospectus.

                  (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

                                       18

<PAGE>

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriters agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Company and one or more of
the Underwriters may be subject in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and by the
Underwriters on the other from the offering of the Securities; provided,
however, that in no case shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount or commission
applicable to the Securities purchased by such Underwriter hereunder. If the
allocation provided by the immediately preceding sentence is unavailable for any
reason, the Company and the Underwriters shall contribute in such proportion as
is appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and of the Underwriters on the other in
connection with the statements or omissions which resulted in such Losses as
well as any other relevant equitable considerations. Benefits received by the
Company shall be deemed to be equal to the total net proceeds from the offering
(before deducting expenses) received by it, and benefits received by the
Underwriters shall be deemed to be equal to the total underwriting discounts and
commissions, in each case as set forth on the cover page of the Prospectus.
Relative fault shall be determined by reference to, among other things, whether
any untrue or any alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information provided by the
Company on the one hand or the Underwriters on the other, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either the Act or the Exchange Act
and each director, officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls
the Company within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).



                                       19
<PAGE>

                  9. Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Securities set forth in
Schedule I hereto, the remaining Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any, of the Securities,
and if such nondefaulting Underwriters do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Underwriter or
the Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.

                  10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (i) trading in the Common Stock shall have been
suspended by the Commission or the Nasdaq National Market or trading in
securities generally on the New York Stock Exchange, the American Stock Exchange
or the Nasdaq National Market shall have been suspended or limited or minimum
prices shall have been established on such Exchanges or the Nasdaq National
Market, (ii) a banking moratorium shall have been declared either by Federal or
New York State authorities or (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis the effect of which on financial
markets is such as to make it, in the sole judgment of the Representatives,
impractical or inadvisable to proceed with the offering or delivery of the
Securities as contemplated by the Prospectus (exclusive of any supplement
thereto).

                  11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 7 and 8 hereof shall survive the termination or cancellation of this
Agreement.


                                       20
<PAGE>

                  12. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representatives, will be
mailed or delivered to Smith Barney Inc., 388 Greenwich Street, New York, New
York 10013, Attn: Manager, Investment Banking Division; or, if sent to the
Company, will be mailed, delivered or telefaxed to William A. Schwartz, Jr.,
President and Chief Executive Officer (fax no. (609) 232-1848) and confirmed to
it at 1 Harmon Drive, Blackwood, New Jersey 08012, Attn: William A. Schwartz,
Jr. with a copy to Sayles & Lidji, 4400 Renaissance Tower, 1201 Elm Street,
Dallas, Texas 75270, Attn: Brian M. Lidji, 214-939-8700, Telefax: 214-939-8787 .

                  13. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8 hereof,
and no other person will have any right or obligation hereunder.

                  14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.

                  15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

                  16. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  17. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended.

                  "Business Day" shall mean any day other than a Saturday, a
         Sunday or a legal holiday or a day on which banking institutions or
         trust companies are authorized or obligated by law to close in New York
         City.

                  "Effective Date" shall mean each date and time that the
         Registration Statement, any post-effective amendment or amendments
         thereto and any Rule 462(b) Registration Statement became or become
         effective.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended.

                  "Execution Time" shall mean the date and time that this
         Agreement is executed and delivered by the parties hereto.

                  "Preliminary Prospectus" shall mean any preliminary prospectus
         referred to in paragraph 1(a) above and any preliminary prospectus
         included in the Registration Statement at the Effective Date that omits
         Rule 430A Information.

                                       21

<PAGE>

                  "Prospectus" shall mean the prospectus relating to the
         Securities that is first filed pursuant to Rule 424(b) after the
         Execution Time or, if no filing pursuant to Rule 424(b) is required,
         shall mean the form of final prospectus relating to the Securities
         included in the Registration Statement at the Effective Date.

                  "Registration Statement" shall mean the registration statement
         referred to in paragraph 1(a) above, including exhibits and financial
         statements, as amended at the Execution Time (or, if not effective at
         the Execution Time, in the form in which it shall become effective)
         and, in the event any post-effective amendment thereto or any Rule
         462(b) Registration Statement becomes effective prior to the Closing
         Date (as hereinafter defined), shall also mean such registration
         statement as so amended or such Rule 462(b) Registration Statement, as
         the case may be. Such term shall include any Rule 430A Information
         deemed to be included therein at the Effective Date as provided by Rule
         430A.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such rules
         under the Act.

                  "Rule 430A Information" shall mean information with respect to
         the Securities and the offering thereof permitted to be omitted from
         the Registration Statement when it becomes effective pursuant to Rule
         430A.

                  "Rule 462(b) Registration Statement" shall mean a registration
         statement and any amendments thereto filed pursuant to Rule 462(b)
         relating to the offering covered by the initial registration statement.

                                       22

<PAGE>




                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.

                                     Very truly yours,

                                     U.S. VISION, INC.


                                     By:    /s/ WILLIAM A. SCHWARTZ, JR.
                                            ------------------------------
                                     Name:   William A. Schwartz, Jr.
                                     Title:  President


                                      23
<PAGE>




The foregoing Agreement is hereby 
confirmed and accepted as of the 
date first above written.

SMITH BARNEY INC.
JANNEY MONTGOMERY SCOTT INC.

By:  SMITH BARNEY INC.


By: /s/
    --------------------------

For themselves and the other
several Underwriters named in
Schedule I to the foregoing 
Agreement.


                                      24

<PAGE>




                                   SCHEDULE I

                                                               Number of Shares
                                                                    to be
Underwriters                                                     Purchased
------------                                                   ----------------

Smith Barney Inc............................................         648,438
Janney Montgomery Scott Inc.................................         648,437
Bear, Stearns & Co. Inc.....................................          78,125
CIBC Oppenheimer Corp.......................................          78,125
Donaldson, Lufkin & Jenrette Securities Corporation.........          78,125
Lehman Brothers Inc.........................................          78,125
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........          78,125
Prudential Securities Incorporated..........................          78,125
Schroder & Co. Inc..........................................          78,125
Needham & Company, Inc......................................          62,500
Raymond James & Associates, Inc.............................          62,500
The Robinson-Humphrey Company, LLC..........................          62,500
Sutro & Co. Incorporated....................................          62,500
Tucker Anthony Incorporated.................................          62,500
Wheat, First Securities, Inc................................          62,500
Barington Capital Group, L.P................................          46,875
Blackford Securities Corp...................................          46,875
First Albany Corporation....................................          46,875
Pennsylvania Merchant Group Ltd.............................          46,875
Rodman & Renshaw, Inc.......................................          46,875
Van Kasper & Company........................................          46,875
                                                                   ---------
         Total..............................................       2,500,000
                                                                   =========




<PAGE>



                                                                         ANNEX A

                                  Subsidiaries


1.    USV Optical, Inc., a Texas Corporation

2.    Style-Rite Optical Mfg. Co., Inc., a Florida Corporation


<PAGE>


                                                                       EXHIBIT A


                                U.S. Vision, Inc.


                         Public Offering of Common Stock


                                                                        , 1997

Salomon Brothers Inc
Janney Montgomery Scott Inc.
As Representatives of the several Underwriters,
c/o Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048

Ladies and Gentlemen:

This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement"), between U.S. Vision,
Inc., a Delaware corporation (the "Company"), and each of you as representatives
of a group of Underwriters named therein, relating to an underwritten public
offering of Common Stock, $.01 par value (the "Common Stock"), of the Company.

In order to induce you and the other Underwriters to enter into the Underwriting
Agreement, the undersigned will not, without the prior written consent of
Salomon Brothers Inc, offer, sell, contract to sell, pledge or otherwise dispose
of, or exercise any registration rights with respect to, or file a registration
statement with the Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Exchange Act with respect to, any shares of
capital stock of the Company or any securities convertible into or exercisable
or exchangeable for such capital stock, or publicly announce an intention to
effect any such transaction, for a period of 180 days after the date of this
Agreement, other than (i) any shares of Common Stock to be sold hereunder, (ii)
any option or warrant or the conversion of a security outstanding on the date
hereof and referred to in the Prospectus to which this Agreement relates and
(iii) shares of Common Stock disposed of as bona fide gifts approved by Salomon
Brothers Inc.



<PAGE>


                  If for any reason the Underwriting Agreement shall be
terminated prior to the Closing Date (as defined in the Underwriting Agreement),
the agreement set forth above shall likewise be terminated.

                                         Yours very truly,

                                        [Signature of officer, director or major
                                         shareholder]

                                        [Name and address of officer, director 
                                         or major shareholder]