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                                                                    EXHIBIT 10.1


                                                                  EXECUTION COPY


                                 THIRD AMENDMENT

         THIRD AMENDMENT, dated as of May 15, 1998 (this "AMENDMENT"), to the
Credit Agreement, dated as of November 15, 1996 (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), among COLE VISION
CORPORATION, a Delaware corporation ("COLE VISION"), THINGS REMEMBERED, INC., a
Delaware corporation ("THINGS REMEMBERED"), PEARLE, INC., a Delaware corporation
("PEARLE") and PEARLE SERVICE CORPORATION, a Delaware corporation ("PSC"; Cole
Vision, Things Remembered, Pearle and PSC each being referred to as a "BORROWER"
and collectively as the "BORROWERS"), the several banks and other financial
institutions from time to time parties thereto (collectively, the "LENDERS") and
CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian-chartered bank acting through its
New York Agency, as administrative agent for the Lenders thereunder (in such
capacity, the "ADMINISTRATIVE AGENT").

                              W I T N E S S E T H:

         WHEREAS, the Borrowers, the Lenders and the Administrative Agent are
parties to the Credit Agreement;

         WHEREAS, the Borrowers have requested that the Administrative Agent and
the Lenders amend the Credit Agreement as set forth herein; and

         WHEREAS, the Administrative Agent and the Lenders are willing to effect
such amendment, but only upon the terms and subject to the conditions set forth
herein;

         NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, the Borrowers, the Lenders and the
Administrative Agent hereby agree as follows:

         1. DEFINED TERMS. Unless otherwise defined herein, terms defined in the
Credit Agreement shall have such meanings when used herein.

         2. AMENDMENT TO SUBSECTION 1.1. Subsection 1.1 of the Credit Agreement
is hereby amended by changing the definition of "EBITDA" to read in its entirety
as follows:

         "EBITDA": for any period, with respect to CNG and its Subsidiaries on a
         consolidated basis, determined in accordance with GAAP, an amount equal
         to the sum of (a) Net Income for such period, plus (b) income taxes,
         excluding income taxes (either positive or negative) attributable to
         extraordinary and non-recurring gains or losses or sales or other
         dispositions of assets permitted under subsection 8.6, plus (c)
         Interest Expense for such period, plus (d) depreciation for such
         period, plus (e) amortization for such period, plus (f) any other
         non-cash items (including 


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         minority interests) reducing Net Income for such period, plus (g)
         amortization of deferred financing costs and expenses for such period,
         minus (h) all non-cash items increasing Net Income for such period,
         minus (i) all cash payments made in such period in respect of
         restructuring charges deducted in calculating Net Income for such
         period or any prior period (excluding any such cash payments made in
         respect of (i) the $8,000,000 pre-tax business integration charge
         associated with the AVC acquisition taken by CNG during fiscal 1997 and
         (ii) the $61,100,000 pre-tax charge for certain unusual and
         non-recurring items related to the Pearle acquisition taken by CNG in
         the fourth quarter of fiscal 1996).

         3. AMENDMENT TO SUBSECTION 8.9(E). Subsection 8.9(e) of the Credit
Agreement is hereby amended to read in its entirety as follows:

                  "(e) so long as no Default or Event of Default has occurred
         and is continuing or would occur after giving effect to such
         Investment, Investments in franchises in a business related to the
         optical business of Pearle and Cole Vision as conducted on the Closing
         Date in an aggregate amount not to exceed $15,000,000 during any fiscal
         year; and"

         4. AMENDMENT TO SUBSECTION 8.9(F). Subsection 8.9(f) of the Credit
Agreement is hereby amended to read in its entirety as follows:

                  "(f) Investments, other than the purchase of CNG Notes or the
         Senior Subordinated Notes, in an aggregate amount not to exceed
         $10,000,000."

         5. REPRESENTATIONS AND WARRANTIES. Each Borrower hereby confirms,
reaffirms and restates the representations and warranties made by it in Section
5 of the Credit Agreement, PROVIDED that each reference to the Credit Agreement
therein shall be deemed to be a reference to the Credit Agreement after giving
effect to this Amendment. Each Borrower represents and warrants that, after
giving effect to this Amendment, no Default or Event of Default has occurred and
is continuing.

         6. EFFECTIVENESS. This Amendment shall be effective upon execution and
delivery by each of the Borrowers, the Administrative Agent and the Majority
Lenders.

         7. CONTINUING EFFECT OF CREDIT AGREEMENT. This Amendment shall not
constitute a waiver, amendment or modification of any other provision of the
Credit Agreement not expressly referred to herein and shall not be construed as
a waiver or consent to any further or future action on the part of the Borrowers
that would require a waiver or consent of the Lenders or the Administrative
Agent. Except as expressly amended or modified herein, the provisions of the
Credit Agreement are and shall remain in full force and effect.
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         8. COUNTERPARTS. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrowers and the
Administrative Agent.

         9. PAYMENT OF EXPENSES. The Borrowers agree, jointly and severally, to
pay or reimburse the Administrative Agent for all of its out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution
of this Amendment and any other documents prepared in connection herewith, and
the consummation and administration of the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent. 

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         10.  GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF 
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


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

                                 COLE VISION CORPORATION


                                 By:         /s/ Josegh Gaglioti
                                       ----------------------------------------
                                          Title: Vice President and Treasurer


                                 THINGS REMEMBERED, INC.


                                 By:      /s/ Josegh Gaglioti
                                       ----------------------------------------
                                          Title: Vice President and Treasurer



                                 PEARLE, INC.


                                 By:      /s/ Josegh Gaglioti
                                       ----------------------------------------
                                          Title: Vice President and Treasurer



                                 PEARLE SERVICE CORPORATION


                                 By:      /s/ Josegh Gaglioti
                                       ----------------------------------------
                                          Title: Vice President and Treasurer






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                                 CANADIAN IMPERIAL BANK OF
                                   COMMERCE, NEW YORK AGENCY,
                                   as Administrative Agent


                                 By:   /s/ Elizabeth Fischer
                                       ----------------------------------------
                                       Title:  Authorized Signatory


                                 CIBC INC.


                                 By:   /s/ Elizabeth Fischer
                                       ----------------------------------------
                                       Title:   Executive Director
                                                CIBC Oppenheimer Corp. As Agent



                                 CREDIT SUISSE FIRST BOSTON


                                 By:   Authorized Signatory
                                       ----------------------------------------
                                       Title:


                                 By:   Authorized Signatory
                                       ----------------------------------------
                                       Title:


                                 NATIONSBANK, N.A.


                                 By:   Authorized Signatory
                                       ----------------------------------------
                                       Title:


                                 CORESTATES BANK, N.A.


                                 By:   Authorized Signatory
                                       ----------------------------------------
                                       Title:



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                                    THE FUJI BANK, LIMITED


                                    By:   /s/ Peter L. Chinnici
                                          ------------------------------------
                                                     
                                          Title:  Joint General Manager


                                    NATIONAL CITY BANK


                                    By:   Authorized Signatory
                                          ------------------------------------
                                          Title:


                                    THE SANWA BANK, LIMITED,
                                       CHICAGO BRANCH


                                    By:   Authorized Signatory
                                          ------------------------------------
                                          Title:


                                    YASUDA TRUST & BANK CO.


                                    By:   ____________________________________
                                          Title: