EXHIBIT 10.27

REVOLVING CREDIT AND TERM LOAN AGREEMENT

dated as of December 19, 2007

among

FGX INTERNATIONAL INC.as Borrower

FGX INTERNATIONAL HOLDINGS LIMITED AND
FGX INTERNATIONAL LIMITEDas Parent Guarantors

THE LENDERS FROM TIME TO TIME PARTY HERETO,

SUNTRUST BANK,as Administrative Agent

BRANCH BANKING AND TRUST COMPANY,as Syndication Agent

and

TD BANKNORTH N.A.,as Documentation Agent

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SUNTRUST ROBINSON HUMPHREY, INC.,as Sole Lead Arranger and Sole Book Manager

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TABLE OF CONTENTS

|                                                    |               |    |                                                             | Page
|--------------------------------------------------- | ------------- | -- | ----------------------------------------------------------- | ----
|ARTICLE I                                           |               |    |                                                             |     
|DEFINITIONS; CONSTRUCTION                           |               | 1 
|                                                    | Section 1.1.  |    | Definitions                                                 |     
|                                                    | Section 1.2.  |    | Classifications of Loans and Borrowings                     |     
|                                                    | Section 1.3.  |    | Accounting Terms and Determination                          |     
|                                                    | Section 1.4.  |    | Terms Generally                                             |     
|ARTICLE II                                          |               |    |                                                             |     
|AMOUNT AND TERMS OF THE COMMITMENTS                 |               | 23
|                                                    | Section 2.1.  |    | General Description of Facilities                           |     
|                                                    | Section 2.2.  |    | Revolving Loans                                             |     
|                                                    | Section 2.3.  |    | Procedure for Revolving Borrowings                          |     
|                                                    | Section 2.4.  |    | Swingline Commitment                                        |     
|                                                    | Section 2.5.  |    | Term Loans                                                  |     
|                                                    | Section 2.6.  |    | Funding of Borrowings                                       |     
|                                                    | Section 2.7.  |    | Interest Elections                                          |     
|                                                    | Section 2.8.  |    | Optional Reduction and Termination of Commitments           |     
|                                                    | Section 2.9.  |    | Repayment of Loans                                          |     
|                                                    | Section 2.10. |    | Evidence of Indebtedness                                    |     
|                                                    | Section 2.11. |    | Optional Prepayments                                        |     
|                                                    | Section 2.12. |    | Mandatory Prepayments                                       |     
|                                                    | Section 2.13. |    | Interest on Loans                                           |     
|                                                    | Section 2.14. |    | Fees                                                        |     
|                                                    | Section 2.15. |    | Computation of Interest and Fees                            |     
|                                                    | Section 2.16. |    | Inability to Determine Interest Rates                       |     
|                                                    | Section 2.17. |    | Illegality                                                  |     
|                                                    | Section 2.18. |    | Increased Costs                                             |     
|                                                    | Section 2.19. |    | Funding Indemnity                                           |     
|                                                    | Section 2.20. |    | Taxes                                                       |     
|                                                    | Section 2.21. |    | Payments Generally; Pro Rata Treatment; Sharing of Set-offs |     
|                                                    | Section 2.22. |    | Letters of Credit                                           |     
|                                                    | Section 2.23. |    | Increase of Commitments; Additional Lenders                 |     
|                                                    | Section 2.24. |    | Mitigation of Obligations                                   |     
|                                                    | Section 2.25. |    | Replacement of Lenders                                      |     
|                                                    | Section 2.26. |    | Delinquent Lender                                           |     
|ARTICLE III                                         |               |    |                                                             |     
|CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT |               | 43
|                                                    | Section 3.1.  |    | Conditions To Effectiveness                                 |     
|                                                    | Section 3.2.  |    | Each Credit Event                                           |     
|                                                    | Section 3.3.  |    | Delivery of Documents                                       |     
|ARTICLE IV                                          |               |    |                                                             |     
|REPRESENTATIONS AND WARRANTIES                      |               | 46
|                                                    | Section 4.1.  |    | Existence; Power                                            |     
|                                                    | Section 4.2.  |    | Organizational Power; Authorization                         |     
|                                                    | Section 4.3.  |    | Governmental Approvals; No Conflicts                        |     
|                                                    | Section 4.4.  |    | Financial Statements                                        |     
|                                                    | Section 4.5.  |    | Litigation and Environmental Matters                        |     
|                                                    | Section 4.6.  |    | Compliance with Laws and Agreements                         |     

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|                      | Section 4.7.  |    | Investment Company Act, Etc.               |  | 48
|--------------------- | ------------- | -- | ------------------------------------------ |  | --
|                      | Section 4.8.  |    | Taxes                                      |  | 48
|                      | Section 4.9.  |    | Margin Regulations                         |  | 48
|                      | Section 4.10. |    | ERISA                                      |  | 48
|                      | Section 4.11. |    | Ownership of Property                      |  | 49
|                      | Section 4.12. |    | Disclosure                                 |  | 49
|                      | Section 4.13. |    | Labor Relations                            |  | 49
|                      | Section 4.14. |    | Subsidiaries                               |  | 50
|                      | Section 4.15. |    | Solvency                                   |  | 50
|                      | Section 4.16. |    | Collateral Documents                       |  | 50
|                      | Section 4.17. |    | OFAC                                       |  | 51
|                      | Section 4.18. |    | Patriot Act                                |  | 51
|                      | Section 4.19. |    | Holding Companies                          |  | 51
|                      | Section 4.20. |    | Post-Closing                               |  | 51
|ARTICLE V             |               |    |                                            | 
|AFFIRMATIVE COVENANTS |               | 52
|                      | Section 5.1.  |    | Financial Statements and Other Information |  | 52
|                      | Section 5.2.  |    | Notices of Material Events                 |  | 53
|                      | Section 5.3.  |    | Existence; Conduct of Business             |  | 54
|                      | Section 5.4.  |    | Compliance with Laws, Etc.                 |  | 54
|                      | Section 5.5.  |    | Payment of Obligations                     |  | 55
|                      | Section 5.6.  |    | Books and Records                          |  | 55
|                      | Section 5.7.  |    | Visitation, Inspection, Etc.               |  | 56
|                      | Section 5.8.  |    | Maintenance of Properties; Insurance       |  | 56
|                      | Section 5.9.  |    | Use of Proceeds and Letters of Credit      |  | 56
|                      | Section 5.10. |    | Additional Subsidiaries and Collateral     |  | 56
|                      | Section 5.11. |    | Cash Management                            |  | 58
|                      | Section 5.12. |    | Casualty and Condemnation                  |  | 58
|                      | Section 5.13. |    | Further Assurances                         |  | 58
|                      | Section 5.14. |    | Holding Company Status                     |  | 58
|ARTICLE VI            |               |    |                                            | 
|FINANCIAL COVENANTS   |               | 59
|                      | Section 6.1.  |    | Leverage Ratio                             |  | 59
|                      | Section 6.2.  |    | Fixed Charge Coverage Ratio                |  | 59
|ARTICLE VII           |               |    |                                            | 
|NEGATIVE COVENANTS    |               | 59
|                      | Section 7.1.  |    | Indebtedness and Preferred Equity          |  | 59
|                      | Section 7.2.  |    | Negative Pledge                            |  | 60
|                      | Section 7.3.  |    | Fundamental Changes                        |  | 60
|                      | Section 7.4.  |    | Investments, Loans, Etc.                   |  | 61
|                      | Section 7.5.  |    | Restricted Payments                        |  | 62
|                      | Section 7.6.  |    | Sale of Assets                             |  | 62
|                      | Section 7.7.  |    | Transactions with Affiliates               |  | 62
|                      | Section 7.8.  |    | Restrictive Agreements                     |  | 62
|                      | Section 7.9.  |    | Sale and Leaseback Transactions            |  | 63
|                      | Section 7.10. |    | Hedging Transactions                       |  | 63
|                      | Section 7.11. |    | Amendment to Material Documents            |  | 63

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|                         | Section 7.12.  |    | Accounting Changes                                         |  | 63
|------------------------ | -------------- | -- | ---------------------------------------------------------- |  | --
|                         | Section 7.13.  |    | Lease Obligations                                          |  | 63
|                         | Section 7.14.  |    | Government Regulation                                      |  | 63
|ARTICLE VIII             |                |    |                                                            | 
|EVENTS OF DEFAULT        |                | 64
|                         | Section 8.1.   |    | Events of Default                                          |  | 64
|                         | Section 8.2.   |    | Application of Proceeds from Collateral                    |  | 66
|                         | Section 8.3.   |    | Termination of Facilities                                  |  | 66
|ARTICLE IX               |                |    |                                                            | 
|THE ADMINISTRATIVE AGENT |                | 67
|                         | Section 9.1.   |    | Appointment of Administrative Agent                        |  | 67
|                         | Section 9.2.   |    | Nature of Duties of Administrative Agent                   |  | 67
|                         | Section 9.3.   |    | Lack of Reliance on the Administrative Agent               |  | 68
|                         | Section 9.4.   |    | Certain Rights of the Administrative Agent                 |  | 68
|                         | Section 9.5.   |    | Reliance by Administrative Agent                           |  | 68
|                         | Section 9.6.   |    | The Administrative Agent in its Individual Capacity        |  | 68
|                         | Section 9.7.   |    | Successor Administrative Agent                             |  | 69
|                         | Section 9.8.   |    | Withholding Tax                                            |  | 69
|                         | Section 9.9.   |    | Administrative Agent May File Proofs of Claim              |  | 69
|                         | Section 9.10.  |    | Loan Documents; Collateral Documents                       |  | 70
|                         | Section 9.11.  |    | Collateral and Guaranty Matters                            |  | 70
|                         | Section 9.12.  |    | Right to Realize on Collateral and Enforce Guarantee       |  | 70
|                         | Section 9.13.  |    | Documentation Agent; Syndication Agent.                    |  | 71
|ARTICLE X                |                |    |                                                            | 
|MISCELLANEOUS            |                | 71
|                         | Section 10.1.  |    | Notices                                                    |  | 71
|                         | Section 10.2.  |    | Waiver; Amendments                                         |  | 73
|                         | Section 10.3.  |    | Expenses; Indemnification                                  |  | 75
|                         | Section 10.4.  |    | Successors and Assigns                                     |  | 76
|                         | Section 10.5.  |    | Governing Law; Jurisdiction; Consent to Service of Process |  | 79
|                         | Section 10.6.  |    | WAIVER OF JURY TRIAL                                       |  | 80
|                         | Section 10.7.  |    | Right of Setoff                                            |  | 80
|                         | Section 10.8.  |    | Counterparts; Integration                                  |  | 80
|                         | Section 10.9.  |    | Survival                                                   |  | 80
|                         | Section 10.10. |    | Severability                                               |  | 81
|                         | Section 10.11. |    | Confidentiality                                            |  | 81
|                         | Section 10.12. |    | Interest Rate Limitation                                   |  | 82
|                         | Section 10.13. |    | Waiver of Effect of Corporate Seal                         |  | 82
|                         | Section 10.14. |    | Patriot Act                                                |  | 82
|                         | Section 10.15. |    | Location of Closing                                        |  | 82

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|Schedules |                     |  |   | 
|--------- | ------------------- |  | - | 
|          | Schedule I          |  |  | 
|          | Schedule II         |  |  | 
|          | Schedule 4.5        |  |  | 
|          | Schedule 4.11       |  |  | 
|          | Schedule 4.14       |  |  | 
|          | Schedule 4.16       |  |  | 
|          | Schedule 7.1        |  |  | 
|          | Schedule 7.2        |  |  | 
|          | Schedule 7.4        |  |  | 
|Exhibits  |                     |  |   | 
|          | Exhibit A           |  |  | 
|          | Exhibit 2.3         |  |  | 
|          | Exhibit 2.4         |  |  | 
|          | Exhibit 2.7         |  |  | 
|          | Exhibit 3.1(b)(iv)  |  |  | 
|          | Exhibit 3.1(b)(vii) |  |  | 
|          | Exhibit 5.1(c)      |  |  | 

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REVOLVING CREDIT AND TERM LOAN AGREEMENT

THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT(this "Agreement")
is made and entered into as of December 19, 2007, by and among FGX INTERNATIONAL HOLDINGS LIMITED, a British Virgin Islands business company
("Holdings"), FGX INTERNATIONAL LIMITED, a British Virgin Islands business company ("International"),
FGX INTERNATIONAL INC., a Delaware corporation (the "Borrower"), the several banks and other financial institutions and lenders from time to time
party hereto (the "Lenders"), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the "Administrative
Agent"), as issuing bank (the "Issuing Bank") and as swingline lender (the "Swingline
Lender").

WITNESSETH:

WHEREAS,the Borrower has requested that the Lenders make term loans in an aggregate principal amount equal to
$100,000,000 to the Borrower and that the Lenders establish a $75,000,000 revolving credit facility in favor of the Borrower;

WHEREAS, subject to the terms and conditions of this Agreement, the Lenders, the Issuing Bank and the Swingline Lender, to the extent of
their respective Commitments as defined herein, are willing severally to make the term loans to the Borrower and to establish the requested revolving credit facility, letter of credit subfacility and
the swingline subfacility in favor of the Borrower.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower, the Lenders, the Administrative
Agent, the Issuing Bank and the Swingline Lender agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1.Definitions.In addition to the other terms defined herein,
the
following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):



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Section 1.2.Classifications of Loans and Borrowings.For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g. a "Revolving Loan" or "Term Loan") or by Type (e.g. a "Eurodollar Loan" or "Base Rate Loan") or by Class and Type
(e.g. "Revolving Eurodollar Loan"). Borrowings also may be classified and referred to by Class (e.g. "Revolving Borrowing") or by Type (e.g. "Eurodollar Borrowing") or by Class
and Type (e.g. "Revolving Eurodollar Borrowing").

Section 1.3.Accounting Terms and Determination.Unless otherwise defined
or
specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be
prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1
(a);provided, that if the Borrower notifies the Administrative Agent that the
Borrower wishes to amend any covenant inArticle VIto eliminate the effect of any change in GAAP on the operation of such covenant (or if the
Administrative Agent notifies the Borrower that the Required Lenders wish to amendArticle VIfor such purpose), then the Borrower's compliance
with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended
in a manner satisfactory to the Borrower and the Required Lenders.

Section 1.4.Terms Generally.The definitions of terms herein shall apply
equally
to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include

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the
corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be
construed to have the same meaning and effect as the word "shall". In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and
the word "to" means "to but excluding". Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person's successors and permitted
assigns, (iii) the words "hereof", "herein" and "hereunder" and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof,
(iv) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v) all references to a
specific time shall be construed to refer to the time in New York, New York, unless otherwise indicated.

ARTICLE II

AMOUNT AND TERMS OF THE COMMITMENTS

Section 2.1.General Description of Facilities.Subject to and upon the
terms and
conditions herein set forth, (i) the Lenders hereby establish in favor of the Borrower a revolving credit facility pursuant to which each Lender severally agrees (to the extent of such Lender's
Revolving Commitment) to make Revolving Loans to the Borrower in accordance withSection 2.2, (ii) the Issuing Bank agrees to issue
Letters of Credit in accordance withSection 2.22, (iii) the Swingline Lender agrees to make Swingline Loans in accordance with Section 2.4,
(iv) each Lender agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the
terms and conditions hereof;provided, that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and
outstanding LC Exposure exceed at any time the Aggregate Revolving Commitment Amount from time to time in effect; and (v) each Lender severally agrees to make a Term Loan to the Borrower in a
principal amount not exceeding such Lender's Term Loan Commitment on the Closing Date.

Section 2.2.Revolving Loans.Subject to the terms and conditions set
forth
herein, each Lender severally agrees to make Revolving Loans, ratably in proportion to its Pro Rata Share, to the Borrower, from time to time during the Availability Period, in an aggregate principal
amount outstanding at any time that will not result in (a) such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Commitment or (b) the aggregate Revolving Credit
Exposures of all Lenders exceeding the Aggregate Revolving Commitment Amount. During the Availability Period, the Borrower shall be entitled to borrow, prepay and reborrow Revolving Loans in
accordance with the terms and conditions of this Agreement;provided, that the Borrower may not borrow or reborrow should there exist a Default or Event
of Default at the time of such borrowing or reborrowing.

Section 2.3.Procedure for Revolving Borrowings.

The
Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Revolving Borrowing substantially in the form of Exhibit 2.3(a
"Notice of Revolving Borrowing") (x) prior to 11:00 a.m. on the
requested date of each Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to the requested date of each Eurodollar Borrowing. Each Notice of Revolving
Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount of such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the
Type of such Revolving Loan comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto (subject to the provisions
of the

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definition
of Interest Period). Each Revolving Borrowing shall consist entirely of Base Rate Loans or Eurodollar Loans, as the Borrower may request. The aggregate principal amount of each Eurodollar
Borrowing shall be not less than $1,000,000 or a larger multiple of $100,000, and the aggregate principal amount of each Base Rate Borrowing shall not be less than $500,000 or a larger multiple of
$100,000;provided, that Base Rate Loans made pursuant toSection 2.4or Section 2.22(d) may be
made in lesser amounts as provided therein. At no time shall the total number of Eurodollar Borrowings comprising
Revolving Borrowings outstanding at any time exceed six. Promptly following the receipt of a Notice of Revolving Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of
the details thereof and the amount of such Lender's Revolving Loan to be made as part of the requested Revolving Borrowing.

Section 2.4.Swingline Commitment.



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Section 2.5.Term Loans.Subject to the terms and conditions set forth
herein,
each Lender severally agrees to make a single loan ("Term Loan") to the Borrower on the Closing Date in a principal amount not to exceed the Term Loan
Commitment of such Lender;provided, that if for any reason the full amount of such Lender's Term Loan Commitment is not fully drawn on the Closing
Date, the undrawn portion thereof shall automatically be cancelled. The Term Loans may be, from time to time, Base Rate Loans or Eurodollar Loans or a combination thereof; provided, that on the Closing
Date all Term Loans shall be Base Rate Loans. The aggregate principal amount of each Eurodollar Loan shall be not less
than $1,000,000 or a larger multiple of $100,000, and the aggregate principal amount of each Base Rate Loan shall not be less than $500,000 or a larger multiple of $100,000. At no time shall the total
number of Eurodollar Loans comprising Term Loan Borrowings outstanding at any time exceed six. The execution and delivery of this Agreement by the Borrower and the satisfaction of all conditions
precedent pursuant toSection 3.1shall be deemed to constitute the Borrower's request to borrow the Term Loans on the Closing Date.

Section 2.6.Funding of Borrowings.



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Section 2.7.Interest Elections.



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Section 2.8.Optional Reduction and Termination of Commitments.



Section 2.9.Repayment of Loans.



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Installment Date

Aggregate Principal AmountMarch 31, 2008, June 30, 2008, September 30, 2008 and December 30, 2008

$
1,875,000March 31, 2009, June 30, 2009, September 30, 2009 and December 30, 2009

$
3,750,000March 31, 2010, June 30, 2010, September 30, 2010 and December 30, 2010

$
4,375,000March 31, 2011, June 30, 2011, September 30, 2011 and December 30, 2011

$
6,875,000March 31, 2012, June 30, 2012, and September 30, 2012

$
8,125,000




Section 2.10.Evidence of Indebtedness.(a) Each Lender shall maintain in
accordance with its usual practice appropriate records evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts
of principal and interest payable thereon and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded
(i) the Revolving Commitment and Term Loan Commitment of each Lender, (ii) the amount of each Loan made hereunder by each Lender, the Class and Type thereof and the Interest Period
applicable thereto, (iii) the date of each continuation thereof pursuant toSection 2.7, (iv) the date of each conversion of all or
a portion thereof to another
Type pursuant toSection 2.7, (v) the date and amount of any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder in respect of such Loans and (vi) both the date and amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of the Loans
and each Lender's Pro Rata Share thereof. The entries made in such records shall, absent manifest error, beprima facieevidence of the existence and
amounts of the obligations of the Borrower therein recorded;provided, that the failure or delay of any Lender or the Administrative Agent in
maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans (both principal and unpaid accrued interest) of
such Lender in accordance with the terms of this Agreement.

(b)   This
Agreement evidences the obligation of the Borrower to repay the Loans and is being executed as a "noteless" credit agreement. However, at the request of any Lender
(including the Swingline Lender) at any time, the Borrower agrees that it will prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by
such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all
times (including after assignment permitted hereunder) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a
registered note, to such payee and its registered assigns).

Section 2.11.Optional Prepayments.The Borrower shall have the right at
any time
and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the
Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment,
(ii) in the case of any prepayment of any

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Base
Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such
prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of
any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender's Pro Rata Share of any such prepayment. If such notice is given, the
aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13(d);provided, that if a Eurodollar
Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.19. Each partial prepayment
of any Loan (other than a Swingline Loan) shall be in a minimum amount of $1,000,000 and integral multiples
of $500,000 (except that prepayments of Swingline Loans shall be in the same multiples permitted for borrowings of Swingline Loans pursuant to Section 2.4). Each prepayment of a Borrowing shall be
applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of
a Term Loan Borrowing, to principal installments in inverse order of maturity.

Section 2.12.Mandatory Prepayments.



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Section 2.13.Interest on Loans.



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Section 2.14.Fees.



Section 2.15.Computation of Interest and Fees.

All
computations of interest and fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or fees are payable (to the extent computed on the basis of days

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elapsed).
Each determination by the Administrative Agent of an interest amount or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for
all purposes.

Section 2.16.Inability to Determine Interest Rates.If prior to the
commencement
of any Interest Period for any Eurodollar Borrowing,



the
Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative
Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to make Eurodollar Revolving Loans or to
continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) all such affected Loans shall be converted into Base Rate Loans on the last day of the then current
Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day
before the date of any Eurodollar Revolving Borrowing for which a Notice of Revolving Borrowing or Notice of Continuation/Conversion has previously been given that it elects not to borrow on such
date, then such Revolving Borrowing shall be made as a Base Rate Borrowing.

Section 2.17.Illegality.If any Change in Law shall make it unlawful or
impossible for any Lender to make, maintain or fund any Eurodollar Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall promptly give notice thereof to the
Borrower and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of
such Lender to make Eurodollar Revolving Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar Revolving
Borrowing, such Lender's Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding,
such Loan shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender may lawfully continue to
maintain such Loan to such date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding the
foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such
notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Section 2.18.Increased Costs.



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Section 2.19.Funding Indemnity.In the event of (a) the payment of
any
principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of a
Eurodollar Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure by the Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the date
specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days
after written demand from such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss,

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cost
or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such
Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate applicable to such Eurodollar Loan for the period from the date of such event to the last day of the then current Interest
Period therefor (or in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan) over (B) the amount of interest
that would accrue on the principal amount of such Eurodollar Loan for the same period if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or converted or the date on which
the Borrower failed to borrow, convert or continue such Eurodollar Loan. A certificate as to any additional amount payable under this Section 2.19submitted to the Borrower by any Lender (with a
copy to the Administrative Agent) shall be conclusive, absent manifest error.

Section 2.20.Taxes.



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Section 2.21.Payments Generally; Pro Rata Treatment; Sharing of
Set-offs.



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Section 2.22.Letters of Credit.



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Section 2.23.Increase of Commitments; Additional Lenders.



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Section 2.24.Mitigation of Obligations.If any Lender requests
compensation
underSection 2.18, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant toSection 2.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable underSection 2.18orSection 2.20,
as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

Section 2.25.Replacement of Lenders.



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Section 2.26.Delinquent Lender.



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ARTICLE III

CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

Section 3.1.Conditions To Effectiveness.The obligations of the Lenders
(including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance withSection 10.2).



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Section 3.2.Each Credit Event.The obligation of each Lender to make a
Loan on
the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions:



Each
Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower, Holdings and
International on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of thisSection 3.2.

Section 3.3.Delivery of Documents.All of the Loan Documents,
certificates,
legal opinions and other documents and papers referred to in thisArticle III, unless otherwise specified, shall be delivered to the
Administrative Agent for the account of each of the Lenders and in sufficient counterparts or copies for each of the Lenders and shall be in form and substance satisfactory in all respects to the
Administrative Agent.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Each of the Borrower, Holdings and International represents and warrants to the Administrative Agent and each Lender as follows:

Section 4.1.Existence; Power.Each of Holdings, International, the
Borrower, the
other Loan Parties, FGX Europe Limited and FGX Canada Corp. (i) is duly organized, validly existing and in good standing as a corporation, partnership, limited liability company, or BVI
business company under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted, and (iii) is duly qualified
to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material
Adverse Effect.

Section 4.2.Organizational Power; Authorization.The execution, delivery
and
performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party's

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organizational
powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by the
Borrower, Holdings and International, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and
binding obligations of such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

Section 4.3.Governmental Approvals; No Conflicts.The execution, delivery
and
performance by the Borrower, Holdings and International of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval
of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, and the filing of the Loan Documents with
the SEC after the Closing Date, (b) will not violate any Requirements of Law applicable to Holdings, International, the Borrower or any of their Subsidiaries or any judgment, order or ruling of
any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding on Holdings, International, the Borrower or any of their
Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower, Holdings, International or any of their
Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of Holdings, International, the Borrower or any of their Subsidiaries, except Liens (if any) created
under the Loan Documents.

Section 4.4.Financial Statements.(i) The audited consolidated balance
sheet of
Holdings and its Subsidiaries as of December 31, 2006 and the related consolidated statements of income, shareholders' equity and cash flows for the Fiscal Year then ended prepared by
KPMG LLC and (ii) the unaudited consolidated balance sheet of Holdings and its Subsidiaries as of September 30, 2007, and the related unaudited consolidated statements of income
and cash flows for the Fiscal Quarter and year-to-date period then ending, fairly present the consolidated financial condition of Holdings and its Subsidiaries as of such dates
and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year end audit adjustments and the absence of footnotes in the case of the
statements referred to in clause (ii). Since December 31, 2006, there have been no changes with respect to Holdings and its Subsidiaries which have had or could reasonably be expected to
have, singly or in the aggregate, a Material Adverse Effect.

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Section 4.5.Litigation and Environmental Matters.



Section 4.6.Compliance with Laws and Agreements.Each of Holdings,
International, the Borrower and each Subsidiary is in compliance with (a) all Requirements of Law and all judgments, decrees and orders of any Governmental Authority and (b) all
indentures, agreements or other instruments binding upon it or its properties, except, in each case, where non-compliance, either singly or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

Section 4.7.Investment Company Act, Etc.Neither Holdings, International,
the
Borrower nor any of their Subsidiaries is (a) an "investment company" or is "controlled" by an "investment company", as such terms are defined in, or subject to regulation under, the Investment
Company Act of 1940, as amended, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from or registration or filing
with, any Governmental Authority in connection therewith.

Section 4.8.Taxes.Holdings, International, the Borrower and their
Subsidiaries
have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to be filed by them, and have paid all taxes shown to be due and payable on
such returns or on any assessments
made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except where the same are currently being contested in
good faith by appropriate proceedings and for which Holdings, International, the Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves in accordance with GAAP.
The charges, accruals and reserves on the books of Holdings, International, the Borrower and their Subsidiaries in respect of such taxes are adequate, and no tax liabilities that could be materially
in excess of the amount so provided are anticipated.

Section 4.9.Margin Regulations.None of the proceeds of any of the Loans
or
Letters of Credit will be used, directly or indirectly, for "purchasing" or "carrying" any "margin stock" with the respective meanings of each of such terms under Regulation U for any purpose
that violates the provisions of the Regulations T, U or X. None of the Loan Parties nor their Subsidiaries is engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying "margin stock."

Section 4.10.ERISA.No ERISA Event has occurred or is reasonably expected
to
occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present
value of all

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accumulated
benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value
of the assets of all such underfunded Plans.

Section 4.11.Ownership of Property.



Section 4.12.Disclosure.Each of Holdings, International and the Borrower
has
disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which Holdings, International, the Borrower or any of their Subsidiaries is subject, and all other matters
known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the reports (including
without limitation all reports that Holdings is required to file with the Securities and Exchange Commission), financial statements, certificates or other information furnished by or on behalf of the
Borrower to the Administrative Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or
supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light
of the circumstances under which they were made, not misleading.

Section 4.13.Labor Relations.There are no strikes, lockouts or other
material
labor disputes or grievances against Holdings, International, the Borrower or any of their Subsidiaries, or, to the knowledge of Holdings, International or the Borrower, threatened against or
affecting Holdings,

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International,
the Borrower or any of their Subsidiaries, and no significant unfair labor practice, charges or grievances are pending against Holdings, International, the Borrower or any of their
Subsidiaries, or to the knowledge of Holdings, International or the Borrower, threatened against any of them before any Governmental Authority. All payments due from Holdings, International, the
Borrower or any of their Subsidiaries pursuant to the provisions of any collective bargaining agreement have been paid or accrued as a liability on the books of Holdings, International, the Borrower
or any such Subsidiary, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 4.14.Subsidiaries.Schedule 4.14sets forth the name of, the ownership interest of Holdings, International and the Borrower in, the jurisdiction of incorporation or organization of, and the type of, each Subsidiary (excluding
Fantasma) and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of the Closing Date. Fantasma has no material assets or operations and has liabilities of less than $100,000.

Section 4.15.Solvency.After giving effect to the execution and delivery
of the
Loan Documents, the making of the Loans under this Agreement, and the repayment of the Refinanced Indebtedness, the Loan Parties on a consolidated basis are Solvent.

Section 4.16.Collateral Documents.



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Section 4.17.OFAC.No Loan Party (i) is a person whose property or
interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is
otherwise associated with any such person in any manner violative of Section 2, or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the
limitations or prohibitions under any other U.S. Department of Treasury's Office of Foreign Assets Control regulation or executive order.

Section 4.18.Patriot Act.Each Loan Party is in compliance, in all
material
respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V,
as amended) and any other enabling legislation or executive order relating thereto, and (ii) the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And
Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party,
official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in
violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Section 4.19.Holding Companies.Holdings is a holding company, has no
assets
other than the Capital Stock of International, and no liabilities. International is a holding company, has no assets other than the Capital Stock of the Borrower and Envision Eyewear and Accessories
(Shenzhen) Co., Ltd., and no liabilities.

Section 4.20.Post-Closing.



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For
purposes of thisArticle IV, all references to a Subsidiary in Sections 4.1,4.3,4.5, 4.6,4.7,4.8, and 4.11, shall be deemed to exclude Fantasma.

ARTICLE V
AFFIRMATIVE COVENANTS

Each of the Borrower, Holdings and International covenants and agrees that so long as any Lender has a Commitment hereunder or any Obligation remains unpaid or
outstanding:

Section 5.1.Financial Statements and Other Information.The Borrower will
deliver to the Administrative Agent and each Lender:



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Section 5.2.Notices of Material Events.The Borrower, Holdings and
International
will furnish to the Administrative Agent and each Lender prompt written notice of the following:



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Each
notice delivered under thisSection 5.2shall be accompanied by a written statement of a Responsible Officer setting forth the details of
the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 5.3.Existence; Conduct of Business.The Borrower, Holdings, and
International will, and will cause each of their Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and maintain in full force and effect its legal existence
and its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names that the Borrower reasonably believes are material to the conduct of its business
and will continue to engage in the Approved Lines of Business;provided, that nothing in this Section 5.3shall prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 7.3.

Section 5.4.Compliance with Laws, Etc.The Borrower, Holdings and
International
will, and will cause each of their Subsidiaries to, comply with all laws, rules, regulations and requirements of any

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Governmental
Authority applicable to its business and properties, including without limitation, all Environmental Laws, ERISA and OSHA, except where the failure to do so, either individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.5.Payment of Obligations.The Borrower, Holdings and
International
will, and will cause each of their Subsidiaries to, pay and discharge at or before maturity, all of its obligations and liabilities (including, without limitation all taxes, assessments and other
governmental charges, levies and all other
claims that could result in a statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by
appropriate proceedings, (b) the Borrower, Holdings, International or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and
(c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 5.6.Books and Records.The Borrower, Holdings and International
will,
and will cause each of their Subsidiaries to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business
and activities to the extent necessary to prepare the consolidated financial statements of Holdings in conformity with GAAP.

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Section 5.7.Visitation, Inspection, Etc.The Borrower, Holdings and
International will, and will cause each of their Subsidiaries to, permit any representative of the Administrative Agent or any Lender, to visit and inspect its properties and the Collateral, to
examine its books and records, to conduct audits and field examinations of the Collateral and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of
its officers and with its independent certified public accountants, all at such reasonable times and as often as the Administrative Agent or any Lender may reasonably request after reasonable prior
notice to the Borrower;provided,however, if an Event of Default has occurred and is continuing, no
prior notice shall be required.

Section 5.8.Maintenance of Properties; Insurance.The Borrower, Holdings
and
International will, and will cause each of their Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear
and tear excepted, (b) maintain with financially sound and reputable insurance companies (i) insurance with respect to its properties and business, and the properties and business of its
Subsidiaries, against loss or damage of the kinds customarily insured against by the companies in the same or similar businesses operating in the same or similar locations and (ii) all
insurance required to be maintained pursuant to the Collateral Documents, and will, upon request of the Administrative Agent, furnish to each Lender at reasonable intervals a certificate of an
Responsible Officer of Borrower setting forth the nature and extent of all insurance maintained by the Borrower, Holdings, International and their Subsidiaries in accordance with this Section, and
(c) at all times shall name the Administrative Agent as additional insured on all liability insurance policies of the Borrower, Holdings, International and their Subsidiaries and as loss payee
(pursuant to the loss payee endorsement approved by the Administrative Agent) on all casualty and property insurance policies of Borrower, Holdings, International and their Subsidiaries.

Section 5.9.Use of Proceeds and Letters of Credit.The Borrower will use
the
proceeds of all Loans to refinance existing Indebtedness on the Closing Date, to finance Permitted Acquisitions and working capital needs, and for other general corporate purposes of Holdings and its
Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors of the Federal
Reserve System, including Regulations T, U or X. All Letters of Credit will be used for general corporate purposes.

Section 5.10.Additional Subsidiaries and Collateral.



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Section 5.11.Cash Management.The Borrower shall, and shall cause its
Subsidiaries to:



Section 5.12.Casualty and Condemnation.Borrower (a) will furnish to
the
Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or preceding for the
taking of any material portion of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the net
cash proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement
and the Collateral Documents.

Section 5.13.Further Assurances.Borrower, Holdings and International
will, and
will cause each Subsidiary Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording
of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may
reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created by the Collateral Documents or the validity or
priority of an such Lien, all at the expense of the Loan Parties. Borrower also agrees to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the
Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents.

Section 5.14.Holding Company Status.Each of Holdings and International
shall
remain passive holding companies, shall not directly acquire after the Closing Date any Capital Stock or other assets, and shall incur no liabilities or Indebtedness other than pursuant to the Loan
Documents, except to the extent expressly permitted inSection 7.3.

For
purposes of thisArticle V, all references to a Subsidiary inSections 5.2, 5.3,5.4,5.5, 5.6,5.7, 5.8,5.9and 5.11shall be deemed to exclude Fantasma.

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ARTICLE VI

FINANCIAL COVENANTS

Each of the Borrower, Holdings and International covenants and agrees that so long as any Lender has a Commitment hereunder or any Obligation remains unpaid or
outstanding:

Section 6.1.Leverage Ratio.The Borrower, Holdings and International will
maintain at all times a Leverage Ratio of not greater than (i) for each Fiscal Quarter ending on or prior to the Saturday closest to December 31, 2008, 3.25:1.0 and (ii) for each
Fiscal Quarter ending thereafter, 3.00:1.0.

Section 6.2.Fixed Charge Coverage Ratio.The Borrower, Holdings and
International will maintain, as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 2007, a Fixed Charge Coverage Ratio of not less than 1.25:1.00.

ARTICLE VII

NEGATIVE COVENANTS

Each of the Borrower, Holdings and International covenants and agrees that so long as any Lender has a Commitment hereunder or any Obligation remains outstanding:

Section 7.1.Indebtedness and Preferred Equity.Each of the Borrower,
Holdings
and International will not, and will not permit any of their Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:



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Borrower,
Holdings and International will not, and will not permit any Subsidiary to, issue any preferred stock or other preferred equity interests that (i) matures or is mandatorily redeemable
pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by Holdings, International, Borrower or such Subsidiary at the option of the holder
thereof, in whole or in part or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness or
preferred stock or any other preferred equity interests described in this paragraph, on or prior to, in the case of clause (i), (ii) or (iii), the first anniversary of the Revolving
Commitment Termination Date.

Section 7.2.Negative Pledge.The Borrower, Holdings and International
will not,
and will not permit any of their Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except:



Section 7.3.Fundamental Changes.



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Section 7.4.Investments, Loans, Etc.The Borrower, Holdings and
International
will not, and will not permit any of their Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger),
any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to,
Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called
"Investments"), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a
business unit, or create or form any Subsidiary, except:



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Section 7.5.Restricted Payments.The Borrower, Holdings and International
will
not, and will not permit their Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution on any class of its Capital Stock, or make any payment on
account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of Capital Stock or Indebtedness
subordinated to the Obligations or any Guarantee thereof or any options, warrants, or other rights to purchase such Capital Stock or such Indebtedness, whether now or hereafter outstanding (each, a
"Restricted Payment"), except for (i) dividends payable by the Borrower, International and Holdings solely in shares of any class of its common
stock or ordinary shares, (ii) Restricted Payments made by any Subsidiary to the Borrower or to another Subsidiary, on at least a pro rata basis with any other shareholders if such Subsidiary
is not wholly owned by the Borrower and other wholly owned Subsidiaries, (iii) so long as no Event of Default has occurred and is continuing, redemptions and buy backs by Holdings of any of its
Capital Stock, and
(iv) the issuance of options or any other equity compensation awarded pursuant to the FGX International Holdings Limited 2007 Incentive Compensation Plan.

Section 7.6.Sale of Assets.The Borrower, Holdings and International will
not,
and will not permit any of their Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or,
in the case of any Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party, except:



Section 7.7.Transactions with Affiliates.The Borrower, Holdings and
International will not, and will not permit any of their Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets
from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the
Borrower, Holdings, International or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Loan Parties not
involving any other Affiliates and (c) any Restricted Payment permitted bySection 7.5.

Section 7.8.Restrictive Agreements.The Borrower, Holdings and
International
will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower, Holdings, International or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the
ability of any Subsidiary to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee
Indebtedness of the Borrower or any other Subsidiary or to transfer

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any
of its property or assets to the Borrower or any Subsidiary of the Borrower;provided, that (i) the foregoing shall not apply to restrictions
or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the
sale of a Subsidiary pending such sale,providedsuch restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted
hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and
conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the
assignment thereof.

Section 7.9.Sale and Leaseback Transactions.The Borrower, Holdings and
International will not, and will not permit any of their Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or
useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as
the property sold or transferred.

Section 7.10.Hedging Transactions.The Borrower, Holdings and
International will
not, and will not permit any of their Subsidiaries to, enter into any Hedging Transaction, other than Hedging Transactions entered into by the Borrower and its Subsidiaries in the ordinary course of
business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance of doubt, the
Borrower acknowledges that a Hedging Transaction entered into under which the Borrower or any of its Subsidiaries is or may become obliged to make any payment (i) in connection with the
purchase by any third party of any Capital Stock or any Indebtedness or (ii) as a result of changes in the market value of any Capital Stock or any Indebtedness) is not a Hedging Transaction
entered into in the ordinary course of business to hedge or mitigate risks.

Section 7.11.Amendment to Material Documents.The Borrower, Holdings and
International will not, and will not permit any of their Subsidiaries to, amend, modify or waive any of its rights in a manner materially adverse to the Lenders or the Borrower under (a) its
certificate of incorporation, bylaws or other organizational documents, (b) the Phillips Environmental Indemnity Agreement, and (c) the Milberg Agreement, but excluding any customer
contracts that the Loan Parties enter into with their clients.

Section 7.12.Accounting Changes.The Borrower, Holdings and International
will
not, and will not permit any of their Subsidiaries to, make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change the fiscal year of the
Borrower, Holdings, International or of any of their Subsidiaries, except to change the fiscal year of a Subsidiary to conform its fiscal year to that of the Borrower or to change its Fiscal Year to a
calendar year.

Section 7.13.Lease Obligations.The Borrower, Holdings and International
will
not, and will not permit any Subsidiary to, create or suffer to exist any obligations for the payment under operating leases or agreements to lease (but excluding any obligations under leases required
to be classified as capital leases under GAAP having a term of five years or more) which would cause the present value of the direct or contingent liabilities of the Consolidated Companies under such
leases or agreements to lease, on a consolidated basis, to exceed $2,000,000 in the aggregate in any Fiscal Year.

Section 7.14.Government Regulation.The Borrower, Holdings and
International
shall not fail to provide documentary and other evidence of the identity of the Loan Parties as may be requested by Lenders or the Administrative Agent at any time to enable Lenders or the
Administrative Agent to verify the identity of the Loan Parties or to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 1 U.S.C.
Section 5318.

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ARTICLE VIII

EVENTS OF DEFAULT

Section 8.1.Events of Default.If any of the following events (each an
"Event of Default") shall occur:



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Section 8.2.Application of Proceeds from Collateral.All proceeds from
each sale
of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises shall be applied as follows:



All
amounts allocated pursuant to the foregoing clausesthirdthroughfifthto the Lenders as a result
of amounts owed to the Lenders under the Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares within each clause; provided, however,
 that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of
Credit pursuant to clausefifthandsixthshall be distributed to the Administrative Agent, rather than
to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Issuing Bank and the Lenders as cash collateral for the LC Exposure,
such account to be administered in accordance withSection 2.22(g).

Section 8.3.Termination of Facilities.If any Loan Party is or becomes
subject
at any time to any law, regulation, or list of any Government Authority of the United States (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits the Lenders
or the Administrative Agent from making any advance or extension of credit to Borrower or from otherwise conducting business with the Loan Parties, then the Administrative Agent may, and upon the
written request of the

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Required
Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitment of each
Lender shall terminate immediately, and (ii) declare the principal of and any accrued interest on the Loans, and all other Obligations owing hereunder, to be, whereupon the same shall become,
due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE IX

THE ADMINISTRATIVE AGENT

Section 9.1.Appointment of Administrative Agent.



Section 9.2.Nature of Duties of Administrative Agent.The Administrative
Agent
shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the
Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to the Loan Parties or any of their Subsidiaries that is communicated to or obtained by the Administrative Agent or any of
its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it, its sub-agents or attorneys-in-fact with the
consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2) or in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall not be responsible for the
negligence or misconduct of any sub-agents or attorneys-in-fact

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selected
by it with reasonable care. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof (which notice shall
include an express reference to such event being a "Default" or "Event of Default" hereunder) is given to the Administrative Agent by the Borrower or any Lender, and the Administrative Agent shall not
be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other
terms and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth inArticle IIIor elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent. The Administrative Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining to such
duties.

Section 9.3.Lack of Reliance on the Administrative Agent.Each of the
Lenders,
the Swingline Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, any Issuing Bank or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges
that it will, independently and without reliance upon the Administrative Agent, any Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue
to make its own decisions in taking or not taking of any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder.

Section 9.4.Certain Rights of the Administrative Agent.If the
Administrative
Agent shall request instructions from the Required Lenders with respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall be
entitled to refrain from such
act or taking such act, unless and until it shall have received instructions from such Lenders; and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without
limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in
accordance with the instructions of the Required Lenders where required by the terms of this Agreement.

Section 9.5.Reliance by Administrative Agent.The Administrative Agent
shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic
message, posting or other distribution) believed by it to be genuine and to have been signed, sent or made by the proper Person. The Administrative Agent may also rely upon any statement made to it
orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (including
counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of such
counsel, accountants or experts.

Section 9.6.The Administrative Agent in its Individual Capacity.The bank
serving as the Administrative Agent shall have the same rights and powers under this Agreement and any other Loan Document in its capacity as a Lender as any other Lender and may exercise or refrain
from exercising the same as though it were not the Administrative Agent; and the terms "Lenders", "Required Lenders", "Required Revolving Lenders", or any similar terms shall, unless the context
clearly otherwise indicates, include the Administrative Agent in its individual capacity. The bank acting as the Administrative Agent and its Affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if it were not the Administrative Agent hereunder.

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Section 9.7.Successor Administrative Agent.



Section 9.8.Withholding Tax.To the extent required by any applicable law,
 the
Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States
or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered,
was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective,
or for any other reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses
incurred, including legal expenses, allocated staff costs and any out of pocket expenses.

Section 9.9.Administrative Agent May File Proofs of Claim.



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Nothing
contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Issuing Bank any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

Section 9.10.Loan Documents; Collateral Documents.Each Lender hereby
authorizes
the Administrative Agent to execute on behalf of all Lenders all Loan Documents and the other Collateral Documents, and the parties hereto acknowledge that such Loan Documents and Collateral Documents
are binding upon them.

Section 9.11.Collateral and Guaranty Matters.The Lenders irrevocably
authorize
the Administrative Agent, at its option and in its discretion:



Section 9.12.Right to Realize on Collateral and Enforce Guarantee.Anything
contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each

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Lender
hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Collateral Documents, it being understood and agreed that all
powers, rights and remedies hereunder and under the Collateral Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent
on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such
sale or other disposition and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required
Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such
public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other disposition.

Section 9.13.Documentation Agent; Syndication Agent.Each Lender hereby
designates TD Banknorth N.A. as Documentation Agent and agrees that the Documentation Agent shall have no duties or obligations under any Loan Documents to any Lender or any Loan Party. Each
Lender hereby designates Branch Banking and Trust Company as Syndication Agent and agrees that the Syndication Agent shall have no duties or obligations under any Loan Documents to any Lender or any
Loan Party.

ARTICLE X

MISCELLANEOUS

Section 10.1.Notices.



To the Borrower,
Holdings or International:

FGX International Inc.
500 George Washington Highway
Smithfield, Rhode Island 02917
Attention: Anthony Di Paola
Telecopy Number: (401) 232-7235With a copy to:

Greenberg Traurig
200 Park Avenue, PO Box 677
Florham Park, NJ 07932-0677
Attention: Jeffrey M. Rosenthal
Telecopy Number: (973) 301-8410andFGX International Inc.
500 George Washington Highway
Smithfield, Rhode Island 02917
Attention: General Counsel


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To the Administrative Agent
or Swingline Lender:

SunTrust Bank
303 Peachtree Street, N. E.
Atlanta, Georgia 30308
Attention: Laura Kahn
Telecopy Number: (404) 230-5528With a copy to:

SunTrust Bank
Agency Services
303 Peachtree Street, N. E./ 25th Floor
Atlanta, Georgia 30308
Attention: Ms. Dorris Folsom
Telecopy Number: (404) 658-4906andKing & Spalding LLP
1180 Peachtree Street, N.W.
Atlanta, Georgia 30309
Attention: Carolyn Z. Alford
Telecopy Number: (404) 572-5100To the Issuing Bank:

SunTrust Bank
25 Park Place, N. E./Mail Code 3706
16th Floor
Atlanta, Georgia 30303
Attention: Standby Letter of Credit Dept.
Telecopy Number: (404) 588-8129To the Swingline Lender:

SunTrust Bank
Agency Services
303 Peachtree Street, N.E./25th Floor
Atlanta, Georgia 30308
Attention: Ms. Dorris Folsom
Telecopy Number: (404) 658-4906To any other Lender:

the address set forth in the Administrative Questionnaire or the Assignment and Acceptance Agreement executed by such Lender




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Section 10.2.Waiver; Amendments.



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Section 10.3.Expenses; Indemnification.



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Section 10.4.Successors and Assigns.



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78

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Section 10.5.Governing Law; Jurisdiction; Consent to Service of Process.



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Section 10.6.WAIVER OF JURY TRIAL.EACH PARTY HERETO IRREVOCABLY WAIVES,
TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 10.7.Right of Setoff.In addition to any rights now or hereafter
granted
under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the
continuance of an Event of Default, without prior notice to the Borrower, Holdings or International any such notice being expressly waived by the Borrower, Holdings or International to the extent
permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower, Holdings and International at any time held or other
obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower, Holdings or International against any and all Obligations held by such Lender or
the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the
Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that
the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing
Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Loan Parties and
any of its Subsidiaries to such Lender or Issuing Bank.

Section 10.8.Counterparts; Integration.This Agreement may be executed by
one or
more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same
instrument. This Agreement, the Fee Letter, the other Loan Documents, and any separate letter agreement(s) relating to any fees payable to the Administrative Agent and its Affiliates constitute the
entire agreement among the parties hereto and thereto regarding the subject matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject
matters.

Section 10.9.Survival.All covenants, agreements, representations and
warranties
made by the Borrower, Holdings and International herein and in the certificates or other instruments delivered in

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connection
with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of
any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or
any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated. The provisions ofSections 2.18,2.19, 2.20, and10.3andArticle IXshall survive and
remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof. All representations and warranties made herein, in the certificates, reports, notices, and other documents delivered pursuant
to this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and the making of the Loans and the issuance of the Letters of Credit.

Section 10.10.Severability.Any provision of this Agreement or any other
Loan
Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without
affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.11.Confidentiality.Each of the Administrative Agent, the
Issuing
Bank and the Lenders agrees to take normal and reasonable precautions to maintain the confidentiality of any information relating to the Loan Parties or any of its Subsidiaries or any of their
respective businesses, to the extent designated in writing as confidential and provided to it by the Loan Parties or any Subsidiary, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Loan Parties or any of its Subsidiaries, except that such information may be disclosed
(i) to any Related Party of the Administrative Agent, the Issuing Bank or any such Lender, including, without limitation, accountants, legal counsel and other advisors, (ii) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process, (iii) to the extent requested by any regulatory agency or authority purporting to have
jurisdiction over it (including any self-regulatory authority such as the National Association of Insurance Commissioners), (iv) to the extent that such information becomes publicly
available other than as a result of a breach of thisSection 10.11, or which becomes available to the Administrative Agent, the Issuing Bank, any
Lender or any Related Party of any of the foregoing on a non-confidential basis from a source other than the Loan Parties, (v) in connection with the exercise of any remedy
hereunder or under any other Loan Documents or any suit, action or proceeding relating to this Agreement or any other Loan Documents or the enforcement of rights hereunder or thereunder,
(vii) subject to an agreement containing provisions substantially the same as those of thisSection 10.11, to (A) any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (B) any actual or prospective
party (or its Related Parties) to any swap or derivative or similar transaction under which payments are to be made by reference to the Loan Parties and their obligations, this Agreement or payments
hereunder, (viii) any rating agency, (ix) the CUSIP Service Bureau or any similar organization, or (x) with the consent of the Borrower. Any Person required to maintain the
confidentiality of any information as provided for in thisSection 10.11shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord its own confidential information.

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Section 10.12.Interest Rate Limitation.Notwithstanding anything herein
to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which may be treated as interest on such Loan under applicable law (collectively,
the "Charges"), shall exceed the maximum lawful rate of interest (the "Maximum Rate") which may be
contracted for, charged, taken, received or reserved by a Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable
as a result of the operation of thisSection 10.12shall be cumulated and the interest and Charges payable to such Lender in respect of other
Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment (to the
extent permitted by applicable law), shall have been received by such Lender.

Section 10.13.Waiver of Effect of Corporate Seal.Each of the Borrower,
Holdings
and International represents and warrants that neither it nor any other Loan Party is required to affix its corporate seal to this Agreement or any other Loan Document pursuant to any requirement of
law or regulation, agrees that this Agreement is delivered by each of the Borrower, Holdings and International under seal and waives any shortening of the statute of limitations that may result from
not affixing the corporate seal to this Agreement or such other Loan Documents.

Section 10.14.Patriot Act.The Administrative Agent and each Lender
hereby
notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot Act"), it is
required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act. Each Loan Party shall, and shall cause each of its Subsidiaries to, provide to the extent
commercially reasonable, such information and take such other actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders
in maintaining compliance with the Patriot Act.

Section 10.15.Location of Closing.Each Lender acknowledges and agrees
that it
has delivered, with the intent to be bound, its executed counterparts of this Agreement to the Administrative Agent, c/o King & Spalding LLP, 1185 Avenue of the Americas, New York, New
York 10036. Each of the Borrower, Holdings and International acknowledges and agrees that it has delivered, with the intent to be bound, its executed counterparts of this Agreement and each other Loan
Document, together with all other documents, instruments, opinions, certificates and other items required underSection 3.1, to the
Administrative Agent, c/o King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036. All parties agree that closing of the transactions contemplated by this Credit
Agreement has occurred in New York.

(remainder of page left intentionally blank)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

| |  | FGX INTERNATIONAL INC.            
| |  | ----------------------------------
| |  | By                                
| |  |                                   
| |  |                                   
| |  | FGX INTERNATIONAL HOLDINGS LIMITED
| |  | By                                
| |  |                                   
| |  |                                   
| |  | FGX INTERNATIONAL LIMITED         
| |  | By                                
| |  |                                   
| |  |                                   

[SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT]

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| |  | SUNTRUST BANK
as Administrative Agent, as Issuing Bank, as Swingline Lender and as a Lender
| |  | -------------------------------------------------------------------------------------------
| |  | By                                                                                         
| |  |                                                                                            
| |  |                                                                                            

[SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT]

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| |  | ALLIED IRISH BANKS, p.l.c.,
as a Lender
| |  | ---------------------------------------
| |  | By                                     
| |  |                                        
| |  |                                        
| |  | ALLIED IRISH BANKS, p.l.c.
as a Lender 
| |  | By                                     
| |  |                                        
| |  |                                        

[SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT]

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| |  | BANK OF AMERICA, NA,
as a Lender
| |  | --------------------------------
| |  | By                              
| |  |                                 
| |  |                                 

[SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT]

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| |  | BRANCH BANKING AND TRUST COMPANY,
as a Lender
| |  | ---------------------------------------------
| |  | By                                           
| |  |                                              
| |  |                                              

[SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT]

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| |  | BROWN BROTHERS HARRIMAN & CO.,
as a Lender
| |  | ------------------------------------------
| |  | By                                        
| |  |                                           
| |  |                                           

[SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT]

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| |  | COMMERCE BANK, N.A.,
as a Lender
| |  | --------------------------------
| |  | By                              
| |  |                                 
| |  |                                 

[SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT]

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| |  | RAYMOND JAMES BANK, FSB,
as a Lender
| |  | ------------------------------------
| |  | By                                  
| |  |                                     
| |  |                                     

[SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT]

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| |  | TD BANKNORTH N.A.,
as a Lender
| |  | ------------------------------
| |  | By                            
| |  |                               
| |  |                               

[SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT]

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Schedule I

APPLICABLE MARGIN AND APPLICABLE PERCENTAGE

|Pricing Level |     | Leverage Ratio |                                                             | Applicable Margin
for Eurodollar
Loans |                 | Applicable Margin
for Base Rate
Loans |                 | Applicable
Percentage for
Commitment Fee
|------------- | --- | -------------- | ----------------------------------------------------------- | -------------------------------------- | --------------- | ------------------------------------- | --------------- | ----------------------------------------
|              | I   |                | Less than 1.00:1.00                                         |                                        | 1.00% per annum |                                       | 0.00% per annum |                                         
|              | II  |                | Greater than or equal to 1.00:1.00, but less than 1.50:1.00 |                                        | 1.25% per annum |                                       | 0.25% per annum |                                         
|              | III |                | Greater than or equal to 1.50:1.00, but less than 2.00:1.00 |                                        | 1.50% per annum |                                       | 0.50% per annum |                                         
|              | IV  |                | Greater than or equal to 2.00:1.00, but less than 2.50:1.00 |                                        | 1.75% per annum |                                       | 0.75% per annum |                                         
|              | V   |                | Greater than or equal to 2.50:1.00, but less than 3.00:1.00 |                                        | 2.00% per annum |                                       | 1.00% per annum |                                         
|              | VI  |                | Greater than or equal to 3.00:1.00                          |                                        | 2.25% per annum |                                       | 1.25% per annum |                                         

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Schedule II

COMMITMENT AMOUNTS

|Lender                           |  | Revolving
Commitment Amount |               | Term Loan
Commitment Amount
|-------------------------------- |  | --------------------------- | ------------- | ---------------------------
|SunTrust Bank                    |  | $                           | 15,000,000.00 |                            
|Branch Banking and Trust Company |  | $                           | 12,857,142.90 |                            
|TD Banknorth N.A.                |  | $                           | 12,857,142.90 |                            
|Bank of America, N.A.            |  | $                           | 10,714,285.70 |                            
|Raymond James Bank, FSB          |  | $                           | 8,571,428.60  |                            
|Commerce Bank, N.A.              |  | $                           | 6,428,571.40  |                            
|Brown Brothers Harriman & Co.    |  | $                           | 5,142,857.10  |                            
|Allied Irish Banks, p.l.c.       |  | $                           | 3,428,571.40  |                            
|Total                            |  | $                           | 75,000,000.00 |                            

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