Exhibit 10.7

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

         THIS AMENDMENT (the "Amendment"), dated as of December 4, 1998, is by
and between SIGHT RESOURCE CORPORATION, a Delaware corporation ("SRC"), and
WILLIAM T. SULLIVAN (the "Employee"). Capitalized terms used herein and not
defined shall have the meanings ascribed to such terms in the Agreement (as
defined below).

         WHEREAS, the parties have previously entered into an Employment
Agreement dated as of January 26, 1998 (the "Agreement"), pursuant to which,
among other things, the Employee serves as the Company's President;

         WHEREAS, the Board of Directors of SRC has determined the need to
continue to provide the Employee with appropriate compensation incentives and
market-based compensation arrangements;

         WHEREAS, in connection with the foregoing, the parties desire to amend
and/or clarify certain terms and provisions of the Agreement.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

         Section 1. AMENDMENT TO TERM OF EMPLOYMENT. The first sentence of
Section 2(a) of the Agreement is amended by deleting the words "6 months" in the
first proviso of such sentence and substituting the words "thirty (30) days" in
lieu thereof.


         Section 2. AMENDMENT TO COMPENSATION AS PRESIDENT. Section 3(b) of the
Agreement is amended by deleting such subsection in its entirety and
substituting in lieu thereof the following new Section 3(b):

                 (b) In the event your employment shall be terminated by the
                     Company without Cause at any time or in the event that the
                     Company elects not to renew your employment at the end of
                     the Initial Term or at the end of any successor two-year
                     period (or such shorter period as may be mutually agreed by
                     you and the Company) pursuant to Section 2(a) herein, or in
                     the event that you terminate your employment hereunder by
                     reason of a material change in your duties imposed by the
                     Board of Directors of the Company or by reason of any
                     material breach by the Company of its obligations to you,
                     the Company shall continue to pay you your Base Salary then
                     in effect and the cost of your health insurance for a
                     period of two years (the "Severance Period") following any
                     such termination or non-renewal of employment. In the event
                     that you are terminated by the Company without Cause, you
                     will also be entitled to reimbursement of


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                     reasonable outplacement expenses actually incurred by you,
                     not to exceed in any event an amount equal to 17% of your
                     Base Salary. All payments made under this Section 3(b)
                     shall be made at the times and at the rate specified in
                     Section 3(a) hereof.

  Section 3. AMENDMENT TO CHANGE OF CONTROL PROVISIONS. The first sentence of
  Section 8(a) of the Agreement is amended by deleting the words "your Base
  Salary" in the last clause of such sentence and substituting the words "two
  (2) times your Base Salary" in lieu thereof.

         Section 4. EFFECT OF AMENDMENT. The parties hereby ratify and confirm
all of the provisions of the Agreement, as amended hereby, and agree and
acknowledge that the Agreement as so amended remains in full force and effect.

         Section 5. GOVERNING LAW. This Amendment shall be deemed to be a
contract made under the laws of the Commonwealth of Massachusetts and for all
purposes shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts applicable to contracts to be made and performed
entirely within the Commonwealth of Massachusetts.

         Section 6. COUNTERPARTS. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.







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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the day and year first above written.


                                          SIGHT RESOURCE CORPORATION



                                          By:  /s/ JAMES T. NORTON
                                               ---------------------------------
                                               James T. Norton
                                               Chief Financial Officer
                                               Hereunto Duly Authorized




                                               /s/ WILLIAM T. SULLIVAN
                                               ---------------------------------
                                               William T. Sullivan