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                                                                WARRANT NO.: UW-

THIS WARRANT AND ANY SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),NOR
UNDER ANY STATE SECURITIES LAW AND SUCH SECURITIES MAY NOT BE PLEDGED, SOLD,
ASSIGNED, HYPOTHECATED, OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
CONPANY OR COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAYBE PLEDGED,
SOLD, ASSIGNED, HYPOTHECATED, OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.

THE EXERCISE OF THIS WARRANT AND/OR THE TRANSFER OF THE SHARES OF COMMON STOCK
ISSUABLE UPON THE EXERCISE HEREOF IS FURTHER RESTRICTED AS DESCRIBED HEREIN.

                             STERLING VISION, INC.

               Warrant for the purchase of shares of Common Stock,
                            $.01 par value per share

         THIS CERTIFIES that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, [                   ],
an individual having an office at [                              ] (the "Initial
Holder"), is entitled to subscribe for and purchase from Sterling Vision, Inc.,
a New York corporation (the "Company"), upon the terms and conditions set forth
herein, at any time or from time to time during the period commencing on August
14, 2000 and expiring at 5:00 p.m. on February 13, 2005 (the "Exercise Period"),
[           ] shares of the Company's Common Stock, $.O1 par value per share
(the "Common Stock"), at a price (the "Exercise Price") per share of Common
Stock of Seven and 5875/1000 ($7.5875) Dollars. As used herein, the term "this
Warrant" shall mean and include this Warrant and any Warrant or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part. As used herein, the term "Holder" shall include the Initial
Holder and any transferee to whom this Warrant has been transferred in
accordance with, and as permitted by, the terms hereof.

         The number of shares of Common Stock issuable upon the exercise of this
Warrant (the "Warrant Shares") may be adjusted from time to time as hereinafter
set forth



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         l . This Warrant may be exercised during the Exercise Period, as to the
whole or any lesser number of whole Warrant Shares, by transmission to the
Company, by telecopy, of the Election to Exercise attached hereto followed,
within three (3) business days, by the surrender of this Warrant (with the
Election to Exercise duly executed) to the Company (to the attention of its
General Counsel) at its offices at 1500 Hempstead Turnpike, East Meadow, New
York 11554, or at such other place as is designated in writing by the Company,
together with a certified or bank cashier's check payable to the order of the
Company, in an amount equal to the product of the Exercise Price and the number
of Warrant Shares for which this Warrant is being exercised (the "Aggregate
Exercise Price").

         2. Notwithstanding anything to the contrary contained in this Warrant,
and in addition to inability of the Holder to exercise this Warrant until six
(6) months after the date hereof, this Warrant shall not be exercisable by the
Holder to the extent that and so long as the Common Stock which would be
acquired upon such exercise, when aggregated with any other shares of Common
Stock at the time of exercise beneficially owned by the Holder and not
previously sold by the Holder, would aggregate more than 4.9% of the then
outstanding shares of Common Stock of the Company, For this purpose, "beneficial
ownership" shall be determined in accordance with the provisions of Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. The opinion of the Holder's counsel shall be
conclusive in calculating the Holder's beneficial ownership.

         3. Upon each exercise of the Holder's rights to purchase Warrant
Shares, the Holder shall be deemed to be the holder of record of the Warrant
Shares issuable upon such exercise, notwithstanding that the transfer books of
the Company shall then be closed or certificates representing such Warrant
Shares shall not then have been actually delivered to the Holder. Within seven
(7) business days after each such exercise of this Warrant and receipt by the
Company of this Warrant, the Election to Exercise and the Aggregate Exercise
Price, the Company shall issue and deliver to the Holder a certificate or
certificates for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or his/her/its designee. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the right of the
Holder to purchase the balance of the Warrant Shares (or portions thereof)
subject to purchase hereunder.

         4. Any Warrants issued upon the transfer or exercise in part of this
Warrant shall be registered in a warrant register (the "Warrant Register") as
they are issued. The Company shall be entitled to treat the registered holder of
this Warrant on the Warrant Register as the owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or other claim to, or
interest in, such Warrant on the part of any other person, and shall not be
liable for any damages resulting from any change in registration of this
Warrant, if this Warrant is registered in the name of a fiduciary or the nominee
of a fiduciary, unless made with the actual knowledge of the general

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counsel of the Company that such fiduciary or nominee is committing a breach of
trust in requesting such change in registration. This Warrant shall be
transferable on the Warrant Register only upon delivery thereof duly endorsed by
the Holder or by his/her/its duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer, subject in all cases to compliance with the terms and provisions
hereof. In all cases of transfer by an attorney, executor, administrator,
guardian, or other legal representative, duly authenticated evidence of his or
its authority shall be produced. Upon any registration of transfer, the Company
shall deliver a new Warrant or Warrants to the person(s) entitled thereto. This
Warrant may be exchanged, at the option of the Holder hereof, for another
Warrant, or for other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Warrant
Shares (or portions thereof), upon surrender to the Company or its duly
authorized agent. Notwithstanding anything contained herein to the contrary, the
Company shall have no obligation to cause Warrants to be transferred on its
books to any person if, in the opinion of counsel to the Company, such transfer:
(i) is not then permitted pursuant to the terms hereof; or (ii) does not comply
with the provisions of the Act, the rules and regulations promulgated
thereunder, and/or any applicable state securities laws.

         5. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the rights to purchase all Warrant Shares granted pursuant to
this Warrant, such number of shares of Common Stock equal to the number of
Warrant Shares covered hereby. The Company covenants that all shares of Common
Stock issuable upon the exercise of this Warrant, upon receipt by the Company of
the Aggregate Exercise Price therefor, shall be validly issued, fully paid,
nonassessable, and free of preemptive rights.

         6. The issuance of any shares or other securities upon the exercise of
this Warrant, and the delivery of certificates or other instruments representing
such shares or other securities, shall be made without charge to the Holder for
any tax or other charge in respect of such issuance, other than applicable
transfer taxes. The Company shall not, however, be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery
of any certificate in a name other than that of the Holder, and the Company
shall not be required to issue or deliver any such certificate unless and until
the person or persons requesting such issuance shall have paid to the Company
the amount of such tax or shall have established, to the satisfaction of the
Company, that such tax has been paid.

         7. In the event that as a result of reorganization, merger,
consolidation, liquidation, recapitalization, stock split, or combination of
shares, the outstanding shares of Common Stock of the Company ate at any time
increased or decreased or changed into or exchanged for a different number or
kind of shares or other security of the Company or of another corporation, then
appropriate adjustments in the Exercise Price and in the number and kind of such
securities then subject to this Warrant shall be made effective as of the date
of such occurrence so that the position


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of the Holder, upon exercise, will be the same as it would have been had
he/she/it owned, immediately prior to the occurrence of such event, the Common
Stock subject to this Warrant. Such adjustment shall be made successively
whenever any event listed above shall occur and the Company will notify the
Holder of this Warrant of each such adjustment. Any fraction of a share
resulting from any adjustment shall be eliminated.

         8. Unless and until registered by the Company under the Securities Act
of 1933, as amended (the "Act"), the Warrant Shares issued upon the exercise of
this Warrant shall be subject to a stop transfer order and the certificate or
certificates evidencing such Warrant Shares shall bear the following legend:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN NOT
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES
         MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH
         ACT. SUCH SHARES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS
         CONTAINED IN A WARRANT, DATED FEBRUARY 29, 2000, COPIES OF WHICH ARE ON
         FILE WITH THE SECRETARY OF THE COMPANY."

         9. In addition to the foregoing, the Holder of this Warrant shall be
prohibited from offering, selling, contracting to sell or otherwise disposing of
or transferring the Warrant Shares until the earliest of: (i) the expiration of
the six (6) month period following the date of the Company's filing, with the
Securities and Exchange Commission, of a registration statement seeking
registration, under the Act, of such shares of the Company's Common Stock into
which this Warrant will convert; (ii) the date on which the composite closing
price of the Company's Common Stock, as reported on the Nasdaq National Market
System (or the principal, registered, national securities exchange on which the
Common Stock may then be trading), is $12.00 or greater for a period often (10)
consecutive trading days; and (iii) the date on which the Company's Common Stock
is no longer traded on the Nasdaq National Market System or any other
registered, national securities exchange.

         10. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of any Warrant (and upon surrender of any
Warrant if mutilated), and upon reimbursement of the Company's reasonable
incidental expenses and, if reasonably requested, an indemnity reasonably
acceptable to the Company, the Company shall execute and deliver to the Holder
thereof a new Warrant of like date, tenor, and denomination.

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         11. The Holder of this Warrant shall not have, solely on account of
such status, any rights of a stockholder of the Company, either at law or in
equity, or to any notice of meetings of stockholders or of any other proceedings
of the Company, except as provided in this Warrant.

         12. This Warrant shall be construed in accordance with the laws of the
State of New York applicable to contracts made and performed within such State,
without regard to principles of conflicts of law.

Dated: February 29, 2000

                                             STERLING VISION, INC.

                                             By: /s/ Joseph Silver
                                                --------------------------------
                                                Name:  Joseph Silver
                                                Title: Executive Vice President


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                               FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)

         FOR VALUE RECEIVED, ______________________________ hereby sells,
assigns, and transfers unto _____________________ a Warrant to purchase
______________ shares of Common Stock, $.01 par value per share, of Sterling
Vision, Inc. (the "Company"), together with all right, title, and interest
therein, and does hereby irrevocably constitute and appoint
________________________ attorney to transfer such Warrant on the books of the
Company, with full power of substitution.

Dated:

                                             -----------------------------------
                                             Signature

Signature Guaranteed:

                                     NOTICE

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


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To:    Sterling Vision, Inc.
       1500 Hempstead Turnpike
       East Meadow, New York 11554

                              ELECTION TO EXERCISE

                  The undersigned hereby exercises his, her, or its rights to
         purchase       shares of the Company's Common Stock (collectively, the
         "Warrant Shares") covered by the within Warrant and tenders payment
         herewith in the amount of $       in accordance with the terms thereof;
         and the undersigned certifies that this Warrant is owned by the
        undersigned free and clear of any and all claims, liens and/or
        encumbrances and requests that certificates for such securities be
        issued in the name of, and delivered to:

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

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

                            ------------------------
                    (Print Name, Address and Social Security
                          or Tax Identification Number)

         and, if such number of Warrant Shares shall not be all the Warrant
         Shares covered by the within Warrant, that a new Warrant for the
         balance of the Warrant Shares covered by the within Warrant be
         registered in the name of, and delivered to, the undersigned at the
         address stated below.

The undersigned request that the shares to be issued pursuant to this Election
to Exercise be issued by issuance of a Certificate therefor to the above
entity/individual.

Dated:                                           Name:
      ------------------------                        --------------------------
                                                      (Print)
Address:
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                                                 -------------------------------
                                                 (Signature)