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                              EMPLOYMENT AGREEMENT                  EXHIBIT 10.7

         This Employment Agreement is dated as of April 2, 1998, by and between
U.S. Vision, Inc., a Delaware corporation ("COMPANY"), and William A. Schwartz,
Jr. ("EXECUTIVE") and amends and restates that employment agreement between the
parties dated October 31, 1997.

                                    RECITALS

         The Executive is a key employee of Company and has made and is expected
to continue to make major contributions to the profitability, growth and
financial strength of Company.

         Company desires to induce its key employees to remain in the employment
of Company on certain terms and conditions and Executive desires to remain
employed by Company on such terms and conditions.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties do hereby mutually agree as follows:

         1.   TERM OF EMPLOYMENT. This Agreement shall, subject to SECTIONS 4
AND 5 hereof, remain in effect for three (3) years from the effective date and
shall be automatically and repeatedly renewed for successive three (3) year
terms on December 1 of each year unless either party provides the other written
notice of termination not less than 120 days prior to December of each year.
(the "TERM OF EMPLOYMENT").

         2.   POSITION AND RESPONSIBILITIES. Company hereby agrees to employ
Executive as a member of senior management of the Company. Executive shall have
such responsibilities and authority as may from time to time be assigned to
Executive by the Board of Directors of the Company (the "BOARD OF DIRECTORS").
Such responsibilities may include the performance by Executive of certain
services from time to time for any of the Company's subsidiaries or other
affiliated companies without any additional compensation to Executive.

         3.   COMPENSATION. As compensation for all services to be performed by
Executive under this Agreement, Company shall compensate Executive as follows:

              a.   BASE SALARY. Company shall pay Executive an annual base
         salary of $245,000.00 during the first year of Executive's Term of
         Employment and $275,000.00 for each year thereafter (the "BASE
         SALARY"). The Base Salary shall be paid monthly throughout the Term of
         Employment. The Board of Directors shall review Executive's Base Salary
         periodically to determine whether such amount shall be adjusted upwards
         in accordance with the duties and responsibilities of Executive and
         Executive's performance thereof.

              b.   BONUSES. In addition to the Base Salary, Company may pay to
         Executive an annual bonus. The date on which any such bonus shall be
         paid and the amount of such bonus, if any, shall be determined by the
         Board of Directors.

              c.   BENEFITS AND PERQUISITES. Executive shall continue to be
         entitled to participate in the employee benefit plans of the Company
         and the perquisites enjoyed by
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         other officers of Company, as presently in effect or as they may be
         modified from time to time.

              d.   EXPENSES. Company shall also reimburse Executive for all
         expenses properly incurred by Executive in the performance of
         Executive's duties hereunder in accordance with policies established
         from time to time by the Board of Directors.

              e.   SALE BONUS. In the event of a sale of all or substantially
         all of the assets of the Company, or a merger or sale of all or
         substantially all of the stock of the Company, then upon the closing of
         such transaction Executive shall receive, in addition to any other
         compensation provided herein, a bonus payment of $750,000 payable at
         the closing of such transaction. The forgoing payment is payable
         regardless of whether Executive's employment is terminated or continues
         following such transaction. In the event

All such payments will be subject to deductions as from time to time may be
required to be made pursuant to law, government regulations or order, or by
agreement with, or consent of, Executive.

         4.   TERMINATION.

              a.   DEATH. In the event of Executive's death during the Term of
         Employment, this Agreement shall terminate immediately.

              b.   DISABILITY. If, as a result of Executive's incapacity due to
         physical or mental illness, the Executive shall have been absent from
         his or her duties with Company on a full-time basis for six (6) months
         and, within sixty (60) days after written notice of termination is
         thereafter given by Company, the Executive shall not have returned to
         the full-time performance of the Executive's duties, Company may
         terminate this Agreement for "DISABILITY."

              c.   CAUSE AND RESIGNATION FOR GOOD REASON. Company may terminate
         Executive's employment for Cause (as defined below). For purposes of
         this Agreement only, Company shall have "CAUSE" to terminate the
         Executive's employment hereunder only on the basis of: fraud,
         misappropriation or embezzlement; after the final, non-appealable
         conviction by a court of competent jurisdiction of Executive for a
         felony; or after repeated and material breaches of this Agreement after
         written notice from the Company. Notwithstanding the foregoing, the
         Executive shall not be deemed to have been terminated for Cause unless
         and until there shall have been delivered to the Executive a copy of a
         resolution duly adopted by the Board of Directors at a meeting of the
         Board of Directors called and held for the purpose (after reasonable
         notice to the Executive and an opportunity for the Executive, together
         with the Executive's counsel, to be heard before the Board of
         Directors), finding that in the good faith opinion of the Board of
         Directors the Executive was guilty of conduct set forth in the second
         sentence of this Section 4(c) and specifying the particulars thereof in
         detail. Executive may resign for Good Reason (as defined below) and
         thereupon shall be entitled to receive the severance compensation
         provided for in Section 7. For purposes of this Agreement, Executive's
         resignation for "GOOD REASON" shall mean Executive's resignation is in
         part the result of: (i) a reduction in Executive's compensation or
         terms of Executive's employment other than as to benefits offered by
         the Company


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         generally, (ii) a material reduction in the duties or responsibilities
         of Executive, or (iii) a requirement that Executive be required to
         relocate Executive's residence in order to continue employment.

              d.   TERMINATION WITHOUT CAUSE. Company shall have the right to
         terminate Executive's employment at any time "WITHOUT CAUSE." In the
         event of the termination of Executive's employment Without Cause,
         Executive shall be entitled to receive the severance compensation
         provided for in Section 7.

         5.   NOTICE OF TERMINATION. Any termination by Company pursuant to
Section 4(b), 4(c) or 4(d) shall be communicated by a Notice of Termination
(defined below). For purposes of this Agreement, a "NOTICE OF TERMINATION" shall
mean a written notice which shall indicate those specific termination provisions
in this Agreement relied upon and which sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated. For purposes of this
Agreement, no such purported termination by Company shall be effective without
such Notice of Termination.

         6.   DATE OF TERMINATION. For purposes of this Agreement, the "DATE OF
TERMINATION" shall mean the day Executive receives a Notice of Termination
hereunder from Company or the day Company receives a Notice of Termination from
Executive of such resignation if the Executive resigns Executive's employment
with Company in accordance with Section 4(c).

         7.   SEVERANCE COMPENSATION UPON TERMINATION OF EMPLOYMENT. If
Executive's employment shall be terminated by Company or Executive for whatever
reason, other than as a result of (i) Executive's death, (ii) Executive's
Disability, (iii) for Cause, or (iv) Executive's resignation without Good
Reason, then Company shall be obligated to pay to Executive as severance the
Executive's Base Salary on the Date of Termination (without regard to any
reductions which may form the basis of a Good Reason to resign) for the number
of months remaining under the then current term of this Agreement, but in no
event less than one (1) year (each a "MONTHLY SEVERANCE PAYMENT" and
collectively, the "MONTHLY SEVERANCE PAYMENTS"). The Monthly Severance Payment
shall be due and payable on or before the day of the month that Company paid
Executive the Base Salary. If, however, Company receives written notice from
Executive of Company's failure to pay a Monthly Severance Payment, Company shall
pay Executive in a lump sum, in cash, an amount equal to the unpaid balance of
the Monthly Severance Payments on or before the fifth (5th) day following the
date Company receives such written notice from Executive.

         8.   NONCOMPETITION. Executive agrees that during the term of this
Agreement and in any event not less than one (1) year from the Date of
Termination, Executive shall not become involved, directly or indirectly, as an
employee, advisor, director, shareholder (other than of a public company in
which the Executive owns less than 5%), consultant or agent of any business
engaged in the retail optical business of the type engaged in by the Company in
any state in which Company does business, including the operation of retail
optical departments within host department stores. Further, Executive agrees
that during the term of this Agreement and in any event not less than one (1)
year from the date hereof, Executive shall not employ or solicit for employment
any employee of Company to leave such employment.

         9.   NO OBLIGATION TO MITIGATE DAMAGES; NO EFFECT ON OTHER CONTRACTUAL
RIGHTS. The Executive shall not be required to mitigate damages or the amount of
any payment provided for under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for


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under this Agreement be reduced by any compensation earned by the Executive as a
result of employment by another employer after the Date of Termination, or
otherwise.

         10.  NOTICE. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, to the party
entitled to receive such notice at the address shown on the signature page
hereof, or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.

         11.  MISCELLANEOUS. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and Company. No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.

         12.  VALIDITY. The invalidity or unenforceability of any provisions of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         13.  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         14.  LEGAL FEES AND EXPENSES. If there is any legal action or
proceeding to enforce or interpret any provision of this Agreement or to protect
or establish any right or remedy of any party, the unsuccessful party to such
action or proceeding, whether such action or proceeding is settled or prosecuted
to final judgment, shall pay to the prevailing party as finally determined all
costs and expenses, including reasonable attorneys' fees and costs, incurred by
such prevailing party in such action or proceeding, in enforcing such judgment,
and in connection with any appeal from such judgment.

         15.  CONFIDENTIALITY. The Executive shall retain in confidence any and
all confidential information known to the Executive concerning Company and its
businesses so long as such information is not otherwise publicly disclosed by a
person entitled to make such disclosure.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


U.S. VISION, INC.,                          EXECUTIVE
a Delaware corporation


By:/s/____________________________          /s/_________________________________
Name: George E. McHenry, Jr.                 William A. Schwartz, Jr.
Title: Senior Vice President



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