<PAGE>

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
COMPANY OR COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE 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 (OR UPON THE CONVERSION OF THE SERIES B
CONVERTIBLE PREFERRED STOCK ISSUED UPON THE EXERCISE HEREOF) IS FURTHER
RESTRICTED AS DESCRIBED HEREIN.

                              STERLING VISION, INC.

   Warrant for the purchase of shares of Series B Convertible Preferred Stock,
                            $.01 par value per share


         THIS CERTIFIES that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, __________________________, a
______________ 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 __, 2000
and expiring at 5:00 p.m. on _______________, 2005 (the "Exercise Period"),
_____________ shares of the Company's Series B Convertible Preferred Stock, $.01
par value per share (the "Series B Preferred Stock"), at a price (the "Exercise
Price") per one-half share of Series B Convertible Preferred Stock (or one share
of Common Stock, as discussed below) of and --/100 ($ ) Dollars. Notwithstanding
the foregoing if, as and when the Series B Preferred Stock is automatically
converted into the Company's Common Stock (on a 2:1 basis, subject to possible
adjustment), notice of which shall be promptly delivered to the Holder by the
Company, this Warrant, to the extent that it has not been previously exercised
for Series B Preferred Stock, shall thereupon become exercisable for such number
of shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock") as shall equal the product of the number of shares of Series B Preferred
Stock into which this Warrant is then exercisable and the number of shares of
Common Stock issuable upon the conversion of each share of Series B Preferred
Stock. As used herein, the term "this Warrant" shall

<PAGE>

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 Series B Preferred Stock or Common Stock (as
applicable) issuable upon the exercise of this Warrant (the "Warrant Shares")
may be adjusted from time to time as hereinafter set forth.

         1. 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 (or which would be issuable upon conversion of the
Series B Preferred Stock if the Warrant is exercised for Series B Preferred
Stock), 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.


<PAGE>

         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 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 Preferred Stock and 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 Series B Preferred
Stock and Common Stock equal to the number of Warrant Shares covered hereby. The
Company covenants that all shares of Series B Preferred Stock or Common Stock,
as the case may be, 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

<PAGE>

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 Series B Preferred Stock or Common Stock of
the Company, as applicable, are 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 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
Series B Preferred Stock or Common Stock, as applicable, 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 ______________, 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 the Series B Preferred Stock (to be issued upon the exercise of this
Warrant) will convert (subject to the Company's receipt of the approval of a
majority of its stockholders); (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 of ten (10)
consecutive trading days;

<PAGE>

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.

         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: _____________, 2000

                                              STERLING VISION, INC.

                                              By:
                                                 -------------------------------
                                                 Name:  Dr. Robert Cohen
                                                 Title: Chairman


<PAGE>

                               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 Series B Convertible Preferred Stock, $.01 per value or share, or
Common Stock, $.01 par value per share, of Sterling Vision, Inc. (the
"Company"), as applicable, 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.


<PAGE>

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 Class B Convertible Preferred
         Stock, or _______ 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:
        ------------------------------------------------------------------------


                                                  ------------------------------
                                                  (Signature)