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                                                                     Exhibit 4.5


THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FOR NONPUBLIC OFFERINGS
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, THESE SECURITIES MAY NOT
BE RESOLD OR OTHERWISE DISPOSED OF UNLESS, IN THE OPINION OF COUNSEL FOR OR
REASONABLY SATISFACTORY TO THE ISSUER, REGISTRATION UNDER THE APPLICABLE FEDERAL
OR STATE SECURITIES LAWS IS NOT REQUIRED OR COMPLIANCE IS MADE WITH SUCH
REGISTRATION REQUIREMENTS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED
IN EXCHANGE FOR THIS WARRANT.

                     WARRANT TO PURCHASE UP TO [ ] SHARES OF
                   COMMON STOCK, PAR VALUE $.01 PER SHARE, OF

                           SIGHT RESOURCE CORPORATION

No.:                                                            July _____, 2001
    -------------------

THIS CERTIFIES THAT, _______________________ ("Holder"), for value received, or
its registered assigns, is entitled to purchase, on the terms and subject to the
conditions hereinafter set forth, from Sight Resource Corporation, a Delaware
corporation or its successor or assigns (the "Company"), at any time, and from
time to time, during the period beginning on the date hereof and ending on
January _____, 2009, that number of shares (the "Warrant Shares") of common
stock, par value One Cent ($0.01) per share, of the Company (the "Common
Stock"), as determined in accordance with the provisions of Section 2 hereof.

         SECTION 1. EXERCISE PRICE. The exercise price per Warrant Share at
which this Warrant (the "Warrant") may be exercised shall be equal to Twenty
Cents ($0.20) per share of Common Stock (the "Exercise Price"), as adjusted from
time to time in accordance with the provisions of Section 4.4 hereof.

         SECTION 2. EXERCISE OF WARRANT.

         2.1. Number of Warrant Shares for Which Warrant is Exercisable. The
number of Warrants Shares for which this Warrant may be exercised at any time
prior to its expiration shall be determined by (a) multiplying _____________
(__________) by the Exercise Price and (b) dividing the result by the reference
price (the "Reference Price") initially equal to the Exercise Price or, in case
an adjustment of the Reference Price has taken place pursuant to the provisions
of Section 4 of this Warrant, then by the Reference Price as last adjusted and
in effect at the date of any partial or full exercise of this Warrant.

         2.2. Procedure for Exercise of Warrant.

         (a) To exercise this Warrant in whole or in part, the Holder shall
deliver to the Company, at its principal executive office (or such other office
of the Company in the United States as the Company may designate by notice in
writing to the Holder), (i) the Warrant Certificate attached hereto completed to
specify the fraction of the Warrant which the Holder is electing to exercise,
(ii) consideration in an amount equal to the aggregate Exercise Price of the

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Warrant Shares being purchased, consisting of (A) cash or a certified or
official bank check, payable to the order of the Company, (B) cancellation by
the Holder of indebtedness of the Company to the Holder, or (C) a combination of
(A) and (B) above, and (iii) if this Warrant is being exercised in whole or the
last fraction of this Warrant is being exercised, this Warrant.

         (b) Notwithstanding any provisions herein to the contrary, if the fair
market value ("FMV") of one share of Common Stock is greater than the Exercise
Price for one share of Common Stock (at the date of calculation, as set forth
below), in lieu of exercising this Warrant for cash, the Holder may elect to
receive shares of Common Stock equal to the value (as determined below) of this
Warrant (or the portion thereof being exercised) by surrender of this Warrant at
the principal office of the Company, together with the properly endorsed Warrant
Certificate, substantially in the form as attached hereto, in which event the
Company shall issue to the Holder that number of shares of Common Stock computed
using the following formula:

                                WS = WCS (FMV-EP)
                                     ------------
                                       FMV

WHERE:

WS       equals the number of Warrant Shares to be issued to the Holder

WCS      equals the number of shares of Common Stock purchasable under the
         Warrant or, if only a portion of the Warrant is being exercised, the
         portion of the Warrant being exercised (at the date of such
         calculation)

FMV      equals the fair market value of one share of Common Stock (at the date
         of such calculation)

EP       equals the per share Exercise Price (as adjusted to the date of such
         calculation) of the Warrant

For purposes of the above calculation, the FMV of one share of Common Stock
shall be determined in accordance with the provisions of Section 2.3 hereof.
Notwithstanding the foregoing, where there exists a public market for the Common
Stock at the time of such exercise, the FMV per share shall be equal to the
average of the last reported sale price of the Common Stock or the closing price
quoted on the Nasdaq National Market, Nasdaq Small Cap Market or on any exchange
on which the Common Stock is listed, whichever is applicable, as published in
The Wall Street Journal for the five (5) trading days prior to the date on which
the Warrants are delivered to the Company. Upon the Company's receipt of the
Warrant Certificate, the Warrant, or both, as applicable, the Holder shall be
deemed to be the holder of record of the Warrant Shares issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such Warrant Shares shall not
then be actually delivered to the Holder, and the Company shall, as promptly as
practicable, and in any event within five (5) business days thereafter, execute
or cause to be executed and delivered to the Holder, or as the Holder may
direct, a certificate or certificates representing the aggregate number of
shares of Common Stock specified in said Warrant Certificate. Each stock
certificate so delivered shall be in such denomination as may be requested by
the Holder. If this Warrant shall have been exercised only in part, the Company
shall, at the time of delivery of said stock

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certificate or certificates, deliver to the Holder a certificate evidencing the
fraction of this Warrant which remains exercisable. The Company shall pay all
expenses, taxes and other charges payable in connection with the preparation,
execution and delivery of stock certificates pursuant to this Section 2.2,
except that, in case such stock certificates shall be registered in a name or
names other than the name of the Holder, funds sufficient to pay all stock
transfer taxes, if any, which shall be payable upon the execution and delivery
of such stock certificate or certificates, shall be paid by the Holder to the
Company at the time of delivering this Warrant to the Company as mentioned
above.

         2.3 Fair Market Value. Except as set forth above, for determining the
FMV of one share of Common Stock in connection with a "net exercise" pursuant to
the provisions of Section 2.2 hereof, the following shall apply:

         (a) Agreement of the Company and the Holder. If the Company and the
Holder can agree in writing as to the FMV, such agreed value shall be the FMV.
If no agreement on the FMV can be reached within five (5) days from the date of
the exercise of this Warrant, then the FMV shall be determined pursuant to
subsection (b) below.

         (b) Third Party Appraisal. If the FMV is not agreed upon as provided in
subsection (a) above within the period therein stated, then five (5) days
thereafter, an appraiser or appraisers shall be jointly selected by the Company
and the Holder, and the determination of such jointly selected appraiser or
appraisers as to the FMV shall be binding and conclusive upon all parties. If
the Company and the Holder are unable to reach an agreement as to an appraiser,
the provisions of subsection (c) below shall apply. For purposes of this
subsection (b), the FMV shall take into account, among other things, earnings
and book value of the Company, but shall not take into account any minority
stockholder, marketability or other such discount.

         (c) Additional Appraiser. If the Company and the Holder do not agree
upon the selection of an appraiser or appraisers, as provided in subsection (b)
within the period therein stated, then, within three (3) days after the
expiration of the five (5) day period provided for in subsection (b) above, each
of the Company and the Holder shall deliver, by written notice to the other, a
list of three appraisers and each of the Company and the Holder shall select one
(1) appraiser from the list delivered by the other. In the event either party
fails to deliver a list of appraisers or to select an appraiser from such list
within said three (3) day period, the other party may select an appraiser from
its list and such appraiser shall serve as the sole appraiser. Each of the
appraisers so selected shall, within ten (10) days of being selected, determine
the FMV. In the event the lower of the two (2) appraisals is at least ninety
percent (90%) of the higher appraisal, then the FMV shall be equal to the
average of the two (2) appraisals. In the event that the lower of the two (2)
appraisals is less than ninety percent (90%) of the higher appraisal, then the
two (2) appraisers shall appoint a third appraiser within three (3) days after
the end of said ten (10) day period, and such third appraiser shall, within ten
(10) days of being selected, determine the FMV.

         The FMV shall be equal to the average of (x) the third appraisal and
(y) whichever of the first two appraisals is closest in dollars to the third
appraisal or equal to the third appraisal if such

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appraisal is mid-way between the first two appraisals. The determination of such
appraiser shall be determinative of the FMV and shall be binding, final and
conclusive on the Company and the Holder.

         (d) Costs of Appraisals. The parties shall share equally the entire
cost of any appraisals hereunder.

         2.4. Transfer Restriction Legend. This Warrant and each certificate for
Warrant Shares initially issued upon exercise of this Warrant, unless at the
time of exercise such Warrant Shares are registered under the Securities Act of
1933, as amended (the "Act'), shall bear the following legend (and any
additional legend required by any securities exchange upon which Common Stock
may, at the time of such exercise, be listed and any applicable state securities
administration or commission) on the face thereof

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED,  OR UNDER ANY STATE  SECURITIES  LAWS
         AND MAY NOT BE OFFERED,  SOLD OR TRANSFERRED UNLESS REGISTERED
         PURSUANT TO THE PROVISIONS OF SUCH LAWS, OR IF, IN THE OPINION
         OF  COUNSEL   REASONABLY   SATISFACTORY   TO  SIGHT   RESOURCE
         CORPORATION, AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

         2.5. Acknowledgment of Continuing Obligation. The Company will, at the
time of the exercise of this Warrant, in whole or in part, upon request of the
Holder, acknowledge in writing its continuing obligation to the Holder in
respect of any rights to which the Holder shall continue to be entitled after
such exercise in accordance with this Warrant, provided, that the failure of the
Holder to make any such request shall not affect the continuing obligation of
the Company to the Holder in respect of such rights.

         2.6. Investment Representation. The Holder of this Warrant, by
acceptance hereof, acknowledges that this Warrant and, upon exercise, the
Warrant Shares, are being acquired solely for the Holder's own account and not
as a nominee for any other party, and for investment and that the Holder will
not offer, sell, transfer, assign or otherwise dispose of this Warrant or the
Warrant Shares issued upon exercise hereof, unless registered under the Act and
applicable state securities laws or pursuant to an opinion of counsel reasonably
satisfactory to the Company that an exemption from registration under such laws
is available. Upon exercise of this Warrant, if the Warrant Shares shall not
then be registered pursuant to an effective registration statement, the Holder
shall, if requested by the Company, confirm, in writing, in a form reasonably
satisfactory to the Company, that the Warrant Shares so purchased are being
acquired solely for the Holder's own account and not as a nominee for any party
for investment.

         2.7. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current FMV of a share, determined in accordance with the
provisions of Section 2.3 hereof.

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         2.8 Accredited Investor: Experience: Risk. The Holder is an accredited
investor within the definition of Regulation D of the Act. The Holder has such
knowledge and experience in financial and business matters that the Holder is
capable of evaluating the merits and risks of purchase of the Warrants and the
Warrant Shares.

         SECTION 3. OWNERSHIP, TRANSFER.

         3.1. Ownership of this Warrant. The Company may deem and treat the
person in whose name this Warrant is registered as the Holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary until presentation of this Warrant for registration of transfer
as provided in this Section 3.

         3.2. Exchange, Transfer and Replacement. This Warrant or any Warrant
substituted herefore is exchangeable upon the surrender hereof by the Holder to
the Company at its office or agency for new Warrants of like tenor and date
representing in the aggregate the right to purchase the number of Warrant Shares
purchasable hereunder, each of such new Warrants to represent the portion of
this Warrant exchanged as shall be designated by the Holder at the time of such
surrender. Subject to the terms of this Warrant, this Warrant or any warrant
substituted herefore and all rights hereunder or thereunder are transferable in
whole or in part upon the books of the Company by the Holder in person or by
duly authorized attorney, and a new Warrant shall be made and delivered by the
Company, of the same tenor as this Warrant but registered in the name of the
transferee, upon surrender of this Warrant duly endorsed at said office or
agency of the Company. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any warrant substituted herefore, and, in case of loss, theft or destruction,
of indemnity or security reasonably satisfactory to it, and upon surrender and
cancellation of this Warrant or any warrant substituted herefore, if mutilated,
the Company will make and deliver a new Warrant of like tenor, in lieu of this
Warrant. This Warrant or any warrant substituted herefore shall be promptly
canceled, and new warrant(s) shall be promptly issued by the Company upon the
surrender hereof in connection with any exchange, transfer or replacement. The
Company shall pay all expenses, taxes (other than stock transfer taxes and
income taxes) and other charges payable in connection with the preparation,
execution and delivery of a new Warrant or Warrant Shares pursuant to this
Section 3.

         SECTION 4. ADJUSTMENT OF REFERENCE PRICE.

         4.1. Adjustment of Reference Price. If and whenever the Company shall
issue or sell, or if it is, in accordance with Section 4.2(a) through 4.2(c)
hereof, deemed to have issued or sold any Securities of the Company for no
consideration or for a consideration per share less than the applicable
Reference Price in effect immediately prior to the time of such issuance or sale
(such issuance being referred to as a "Dilutive Issuance'), then, forthwith upon
such issue or sale, the Reference Price shall be adjusted by multiplying the
Reference Price in effect immediately prior to the Dilutive Issuance by the
fraction:

                                       X+Y
                                       ---

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                                       X+Z

WHERE:

X        equals the number of shares of Common Stock issued and outstanding
         immediately prior to the Dilutive Issuance;

Y        equals the number of shares of Common Stock of the Company which the
         aggregate net consideration received by the Company in the Dilutive
         Issuance would have purchased at the Reference Price in effect
         immediately before the Dilutive Issuance; and

Z        equals the number of shares of Common Stock of the Company issued or
         deemed issued in the Dilutive Issuance.

By way of illustration, but not limitation, of the foregoing, assume that (a)
Ten Million (10,000,000) shares of Common Stock are issued and outstanding as of
the date of the Dilutive Issuance, (b) the Reference Price is equal to Twenty
Cents ($0.20). If the Company were to issue Five Hundred Thousand (500,000)
shares of Common Stock at a per share price of Ten Cents ($0.10), then the
Reference Price and the number of Warrant Shares evidenced by this certificate
would be adjusted as follows:

         250,000  equals the number of shares of Common Stock which the
                  aggregate net consideration received by the Company in the
                  Dilutive Issuance would have purchased at the Reference Price
                  in effect immediately before the Dilutive Issuance, calculated
                  as follows: 500,000 shares x ($0.10 / $0.20) = 250,000 shares.

         500,000  equals the number of shares of Common Stock issued or deemed
                  issued in the Dilutive Issuance.

         Therefore, the new Reference Price is equal to $0.195 calculated as
follows: ($0.20) x (10,000,000 + 250,000) / (10,000,000 + 500,000) = $0.195.

For purposes of this Section 4, "Securities" means shares of Common Stock of the
Company and any securities or other rights convertible or exchangeable into or
exercisable for shares of Common Stock; provided, however, "Securities" shall
not include (i) Common Stock issued or issuable upon conversion of the
Convertible Preferred Stock issued to Holder; (ii) Common Stock issued or
issuable upon exercise of the Warrants issued to Holder, (iii) securities issued
by the Company as part of any public offering pursuant to an effective
registration statement under the Securities Act; (iv) securities issued in
connection with any stock split, stock dividend or recapitalization of the
Company; (v) equity securities and options to purchase equity securities issued
to management, directors or employees of or consultants to the Company pursuant
to plans outstanding as of the date hereof, (vi) equity securities and options
to purchase equity securities issued in accordance with additional stock option
or similar plans approved by the Board or any class of stockholders, as
required; (vii) securities issued in connection with any merger or acquisition
by the Company; and (viii) Common Stock or other securities issued or issuable
upon conversion of rights, options, warrants or convertible securities issued
and outstanding prior to the date hereof.

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         4.2 For purposes of Section 4 hereof, the following Sections 4.2(a)
through 4.2(g) shall also be applicable:

         (a) Issuance of Rights or Options. In case at any time after the date
of this Warrant the Company shall in any manner grant (whether directly or by
assumption in a merger or otherwise) any warrants or other rights to subscribe
for or to purchase, or any options for the purchase of, Common Stock or any
stock or security convertible into or exchangeable for Common Stock (warrants,
rights or options being called "Options" and convertible or exchangeable stock
or securities being called "Convertible Securities') whether or not such Options
or the right to convert or exchange any such Convertible Securities are
immediately exercisable, and the effective price per share for which Common
Stock is issuable upon the exercise of such Options or upon the conversion or
exchange of such Convertible Securities (determined by dividing (i) the total
amount, if any, received or receivable by the Company as consideration for the
granting of such Options, plus the minimum aggregate amount of additional
consideration payable to the Company upon the exercise of all such Options,
plus, in the case of such Options which relate to Convertible Securities, the
minimum aggregate amount of additional consideration, if any, payable upon the
issue or sale of such Convertible Securities and upon the conversion or exchange
thereof, by (ii) the total maximum number of shares of Common Stock issuable
upon the exercise of all such Options or upon the conversion or exchange of all
such Convertible Securities issuable upon the exercise of such Options) shall be
less than the Reference Price in effect immediately prior to such Dilutive
Issuance, then the total maximum number of shares of Common Stock issuable upon
the exercise of such Options or upon conversion or exchange of the total maximum
amount of such Convertible Securities issuable upon the exercise of such Options
shall be deemed to have been issued for such effective price per share as of the
date of granting of such Options or the issuance of such Convertible Securities
and thereafter shall be deemed to be outstanding and the Reference Price shall
be adjusted in accordance with Section 4.1. Except as otherwise provided in
Section 4.2(c) hereof, no further adjustment of the Reference Price shall be
made upon the actual issuance of such Common Stock or of such Convertible
Securities upon exercise of such Options or upon the actual issue of such Common
Stock upon conversion or exchange of such Convertible Securities.

         (b) Issuance of Convertible Securities. In case at any time after the
date of this Warrant the Company shall in any manner issue (whether directly or
by assumption in a merger or otherwise) or sell any Convertible Securities,
whether or not the rights to exchange or convert any such Convertible Securities
are immediately exercisable, and the effective price per share for which Common
Stock is issuable upon such conversion or exchange (determined by dividing (i)
the total amount received or receivable by the Company as consideration for the
issue or sale of such Convertible Securities plus the minimum aggregate amount
of additional consideration, if any, payable to the Company upon the conversion
or exchange thereof, by (ii) the total maximum number of shares of Common Stock
issued or issuable upon the conversion or exchange of all such Convertible
Securities) shall be less than the Reference Price in effect immediately prior
to such Dilutive Issuance, then the total maximum number of shares of Common
Stock issued or issuable upon conversion or exchange of all such Convertible
Securities shall be deemed to have been issued for such effective price per
share as of the date of the issuance or sale of such Convertible Securities and
thereafter shall be deemed to be outstanding and the Reference Price shall
adjust in accordance with Section 4.1. Except as otherwise provided in Section
4.2(c) hereof, no further adjustment of the Reference Price shall be

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made upon the actual issuance of such Common Stock upon conversion or exchange
of such Convertible Securities and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options to purchase any such Convertible
Securities for which adjustments of the Reference Price have been or are to be
made pursuant to other provisions of this Section 4.2, no further adjustment of
the Reference Price shall be made by reason of such issuance or sale.

         (c) Change in Option Price or Conversion Rate. Upon the happening of
any of the following events, after the date of this Warrant, namely, if (i) the
purchase price provided for in any Option referred to in Section 4.2(a) hereof,
(ii) the additional consideration, if any, payable upon the conversion or
exchange of any Convertible Securities referred to in Section 4.2(a) or 4.2(b)
hereof, or (iii) the rate at which Convertible Securities referred to in Section
4.2(a) or 4.2(b) are convertible into or exchangeable for Common Stock shall
change at any time (including, but not limited to, changes under or by reason of
provisions designed to protect against dilution), the Reference Price at the
time of such event shall forthwith be readjusted upward or downward in
accordance with Section 4.1 to the Reference Price which would have been in
effect at such time had such Options or Convertible Securities provided for such
changed purchase price, additional consideration or conversion rate, as the case
may be, at the time initially granted, issued or sold.

         (d) Consideration for Stock. In case any shares of Common Stock,
Options or Convertible Securities shall be issued or sold for cash, the
consideration received therefor shall be deemed to be the amount received by the
Company therefor. In case any shares of Common Stock, Options or Convertible
Securities shall be issued or sold for a consideration other than cash, the
value of the consideration other than cash received by the Company shall be
deemed to be the net fair value of such consideration as determined in good
faith unanimously by the Board of Directors. In case any Options shall be issued
in connection with the issue and sale of other securities of the Company,
together comprising one integral transaction in which no specific consideration
is allocated to such Options by the parties thereto, such Options shall be
deemed to have been issued for such consideration as determined in good faith
unanimously by the Board.

         (e) Subdivision or Combination of Shares. If the Company, at any time
while this Warrant is outstanding, shall subdivide or combine any class or
classes of its Common Stock, the Reference Price shall be proportionately
reduced, in case of subdivision of shares, to reflect the increase in the total
number of shares of Common Stock outstanding as a result of such subdivision, as
at the effective date of such subdivision, or shall be proportionately
increased, in the case of combination of shares, to reflect the reduction in the
total number of shares of Common Stock outstanding as a result of such
combination, as at the effective date of such combination.

         (f) Stock Dividends. If the Company, at any time while this Warrant is
outstanding, shall pay a dividend in, or make any other distribution of, Common
Stock, the Reference Price shall be adjusted, (as at the date of such payment or
other distribution), to that price determined by multiplying the Reference Price
in effect immediately prior such payment or other distribution, by a fraction
(i) the numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution, and (ii) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution (plus in the event
that the Company paid cash for

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fractional shares, the number of additional shares which would have been
outstanding had the Company issued fractional shares in connection with said
dividends).

         (g) Treasury Shares. The disposition of any shares of Common Stock
owned or held by or for the account of the Company shall be considered an issue
or sale of Common Stock for the purpose of this Section 4.2.

         4.3 Reorganization, Reclassification, Recapitalization Consolidation,
Merger or Sale. If any capital reorganization, reclassification or
recapitalization of the capital stock of the Company, or consolidation or merger
of the Company, or sales of all or substantially all of its assets to another
person or entity, shall be effected in such a way that holders of Common Stock
shall be entitled to receive stock, securities, cash or assets with respect to
or in exchange for Common Stock, then, as a condition of such reorganization,
reclassification, recapitalization, consolidation, sale or merger, lawful and
adequate provisions shall be made whereby the Holder of this Warrant and the
holders of any Warrants issued pursuant to Section 3.2 (collectively, the
"Warrants") shall thereupon have the right and option to receive, upon the basis
and upon the terms and conditions specified herein and in lieu of the Warrant
Shares, such shares of stock, securities, cash, other security, or assets as may
be issued or payable with respect to or in exchange for a number of outstanding
shares of Common Stock equal to the number of Warrant Shares as would have been
received upon exercise of the Warrants at the Reference Price then in effect
immediately before such reorganization, reclassification, recapitalization,
consolidation, sale or merger, and in any such case appropriate provisions shall
be made with respect to the rights and interests of the holders of the Warrants
to the end that the provisions of the Warrants (including without limitation
provisions for adjustments of the applicable Reference Price) shall thereafter
be applicable, as nearly as may be practicable, in relation to such rights to
acquire shares of stock, securities or other consideration delivered in
connection with such reorganization, reclassification, recapitalization,
consolidation, sale or merger of the Company. Prior to the consummation of any
reorganization, consolidation or merger or sale of assets of the Company, the
successor corporation resulting from such reorganization, consolidation or
merger, or the purchaser of such assets, shall agree in writing to be bound by
the provisions hereof.

         4.4 Adjustment of the Exercise Price. Upon any adjustment in the number
of Warrant Shares purchasable pursuant to this Warrant as the result of the
provisions of this Section 4, the Exercise Price per share shall be adjusted so
that the adjusted Exercise Price shall be equal to the aggregate Exercise Price
payable with respect to all Warrant Shares on the date hereof divided by the
adjusted number of Warrant Shares then purchasable hereunder as determined
pursuant to the provisions of this Section 4.

         4.5 Minimum Level for Adjustments. Notwithstanding any provision to the
contrary contained herein, no adjustment of the Reference Price shall be made if
the amount of said adjustment shall aggregate less than one cent ($0.01);
provided however, that in such case any adjustment that would otherwise be
required then to be made shall be carried forward and shall be made at the time
of and together with the next subsequent adjustment which, together with any
adjustment so carried forward, shall aggregate at least one cent ($0.01).

         4.6 Notice of Adjustment. When any adjustment is required to be made in
the Reference Price, the Company shall promptly mail to the Holder a certificate
setting forth the Reference Price after

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such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Delivery of such certificate shall be deemed to be a final and
binding determination with respect to such adjustment unless challenged by the
Holder within ten (10) days of receipt thereof. Such certificate shall also set
forth the kind and amount of stock or other securities or property into which
this Warrant shall be exercisable following the occurrence of any of the events
specified in this Section 4.

         SECTION 5. COVENANTS OF THE COMPANY. The Company hereby covenants and
agrees that:

         5.1. Reservation of Shares. The Company will reserve and set apart and
have at all times, free from pre-emptive rights, a number of shares of
authorized but unissued Common Stock deliverable upon the exercise of the
Warrants or of any other rights or privileges provided for herein sufficient to
enable it at any time to fulfill all its obligations hereunder.

         5.2. Avoidance of Certain Actions. The Company will not, by amendment
of its organizational documents or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, issue or sale of securities or
otherwise, avoid or take any action which would have the effect of avoiding the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in carrying
out all of the provisions of the Warrants and in taking of all such action as
may be necessary or appropriate in order to protect the rights of the holders of
the Warrants against dilution or other impairment.

         5.3. Governmental Approvals. If any shares of Common Stock required to
be reserved for the purposes of exercise of the Warrants require registration
with or approval of any governmental authority under any Federal law (other than
the Act) or under any state law before such shares may be issued upon exercise
of the Warrants, the Company will, at its expense, as expeditiously as possible,
use its best efforts to cause such shares to be duly registered or approved, as
the case may be.

         5.4. Binding on Successors. The Warrants shall be binding upon all
successors and assigns of the Company and its reorganization.

         5.5 Nonassessable. The Company covenants and agrees that the shares of
Common Stock issuable hereunder, will, upon issuance in accordance with the
terms hereof, be validly issued and outstanding, fully paid and nonassessable,
with no personal liability attaching to the ownership thereof, and free from all
taxes, liens and charges with respect to the issuance thereof imposed by or
through the Company.

         SECTION 6. NOTIFICATIONS BY THE COMPANY. In case at any time:

         (a) the Company shall declare any dividend payable in stock upon Common
Stock or make any distribution to the holders of the Common Stock;

         (b) the Company shall propose to make an offer for subscription pro
rata to the holders of its Common Stock of any additional shares of stock of any
class or other rights;


                                       10

<PAGE>

         (c) there shall be proposed any other transaction of a type referred to
in Section 4 hereof, or

         (d) there shall be proposed a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;

then, in any one or more of such cases, the Company shall give written notice to
the Holder of the date on which (i) the books of the Company shall close or a
record shall be taken for such dividend, distribution, subscription rights, or
other transaction, and (ii) such reorganization, reclassification,
consolidation, merger, sale, dissolution, other transaction, liquidation or
winding-up shall take place, as the case may be. Such notice shall also specify
the date as of which the holders of Common Stock of record shall participate in
such dividend, distribution or subscription rights, or shall be entitled to
exchange their Common Stock for, or receive in respect of their Common Stock,
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, other transaction,
liquidation, or winding-up, as the case may be. Such written notice shall be
given not less than five (5) Business days prior to the taking of the action in
question.

         SECTION 7. NOTICES. Any notice or other document required or permitted
to be given or delivered to the Holder shall be delivered at, or sent by
certified or registered mail to each Holder at the address listed in the stock
records of the Company or to such other address as shall have been furnished to
the Company in writing by such Holder. Any notice or other document required or
permitted to be given or delivered to the Company shall be delivered at, or sent
by certified or registered mail to, the principal office of the Company, at 6725
Miami Avenue, Cincinnati, Ohio 45203-54234, Attention: Carene S. Kunkler or such
other name or address as shall have been furnished to the Holder by the Company.

         SECTION 8. LIMITATION OF LIABILITY. No provision hereof, in the absence
of affirmative action by the Holder to purchase shares of Common Stock, and no
mere enumeration herein of the rights or privileges of the Holder, shall give
rise to any liability of the Holder for the Exercise Price or as a stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.

         SECTION 9. GOVERNING LAW. This Warrant shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware,
without giving effect to its conflicts of laws provisions.

         SECTION 10. REGISTRATION RIGHTS. The issued Securities shall be subject
to all of the rights and obligations set forth in that certain Registration
Rights Agreement by and among the Company, the Holder and certain affiliates of
the Holder of even date herewith.

         SECTION 11. MISCELLANEOUS. No term of this Warrant may be amended,
except with the joint written consent of the Holder and the Company. The
headings in this Warrant are for purposes of reference only and shall not affect
the meaning or construction of any of the provisions hereof.




                                       11

<PAGE>

                             Signature Page Follows




                                       12

<PAGE>

         IN WITNESS WHEREOF, Sight Resource Corporation has caused this Warrant
to be signed by its duly authorized officer under its corporate seal, attested
by its duly authorized officer, on the date first above written.

ATTEST:                                     SIGHT RESOURCE CORPORATION

By:                                         By:
   -------------------------------             ---------------------------------

Name:                                       Name:
     -----------------------------               -------------------------------

Title:                                      Title:
      ----------------------------                ------------------------------



(SEAL)



                                       13

<PAGE>

                                   ASSIGNMENT

            TO BE EXECUTED BY THE REGISTERED HOLDER IF IT DESIRES AND

                 IS PERMITTED TO TRANSFER THE WITHIN WARRANT OF

                           SIGHT RESOURCE CORPORATION

         FOR VALUE RECEIVED______________________________ hereby sells, assigns
and transfers unto _______________________ the right to purchase ___________ of
the number of shares of Common Stock covered by the within Warrant, and does
hereby irrevocably constitute and appoint _________________ Attorney to transfer
the said Warrant on the books of the Company (as defined in said Warrant) with
full power of substitution.

Signature:                                       (SEAL)
          ---------------------------------------

                                   Address:
                                            ------------------------------------

                                            ------------------------------------

                                            ------------------------------------




Dated:
      ---------------------




In the presence of:                [Name of Institution]

                                   By:
---------------------------           -----------------------------------------



                                     NOTICE

         The signature to the foregoing Assignment must correspond to the name
as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.

                                       14

<PAGE>

                               WARRANT CERTIFICATE

                     TO BE EXECUTED BY THE REGISTERED HOLDER

                 IF IT DESIRES TO EXERCISE THE WITHIN WARRANT OF

                           SIGHT RESOURCE CORPORATION

         The undersigned hereby irrevocably exercises the right to purchase
shares of Common Stock obtainable by exercise of ____________ % of the within
Warrant, according to the conditions thereof and herewith makes payment of the
Exercise Price for such shares in full.

                                       Signature                          (SEAL)
                                                --------------------------
                                       Address:
                                               ---------------------------

                                               ---------------------------


Dated:
      ----------------------------

In the presence of:                            [Name of Institution]



                                               By:
                                                  ------------------------




                                       15