AMEND #1 TO AGMT & PLAN OF MERGER


     

    AMENDMENT
      NO. 1

     

     

    This
      Amendment No. 1, dated December 5, 2005 (this "Amendment"), amends the Agreement
      and Plan of Merger, (the "Agreement"), dated as of August 22, 2005, by and
      among
      REFAC, a Delaware corporation (“Parent”), USV Merger Sub, Inc., a Delaware
      corporation and a wholly owned subsidiary of Parent (“Merger Sub”), U.S. Vision,
      Inc., a Delaware corporation (the “Company”), Palisade Concentrated Equity
      Partnership, L.P., a Delaware limited partnership, William A. Schwartz, Jr.,
      Gayle E. Schmidt, George T. Gorman, Carmen J. Nepa, III, Pinnacle Advisors
      Limited, a New York corporation, WRS Advisors III, LLC, a New York limited
      liability company, and Marc Cornstein. Capitalized terms used but not defined
      herein shall have the meanings set forth in the Agreement

     

    WHEREAS,
      Parent, Merger Sub, the Company and the Stockholders entered into the
      Agreement;

     

    WHEREAS,
      pursuant to Section 9.03 of the Agreement,
      the
Agreement
      may be
      amended by an instrument in writing signed on behalf of Parent, Merger Sub
      and
      the Company;

     

    WHEREAS,
      the parties desire to amend the Agreement
      on the
      terms hereinafter set forth. 

     

    


    NOW,
      THEREFORE, Parent, Merger Sub and the Company, intending to be legally bound,
      hereby agree to the following amendment to the Agreement:

     

    1.  Amendment
      to Section 9.01(b)(i).
      Section
      9.01(b)(i) is hereby amended and restated in its entirety as follows:


     

    "
      if the
      Merger is not consummated on or before April 30, 2006; provided that the right
      to terminate this Agreement under this Section 9.01(b) shall not be available
      to
      any party whose failure to fulfill any obligation under this Agreement has
      been
      the cause of, or results in, the failure of the Merger to occur on or before
      such date;"

     

    2.  Limited
      Effect.
      Except
      as expressly specified herein, the terms and provisions of the Agreement shall
      continue and remain in full force and effect and shall remain the valid and
      binding obligation of the parties thereto in accordance with its terms.


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    3.  Counterparts.
      This
      Amendment may be executed in two or more counterparts, all of which shall be
      considered one and the same agreement and shall become effective when one or
      more counterparts have been signed by each of the parties and delivered to
      the
      other parties.

     

    4.  Governing
      Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware, without regard to the principles of conflicts of laws
      thereof.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    IN
      WITNESS WHEREOF, Parent, Merger Sub and the Company have duly executed this
      Amendment, all as of the date first written above.

    


    
      	 	
              REFAC

               

              By:    
                /s/
                Robert L. Tuchman

              Name:
                Robert L. Tuchman

              Title:
                Chief Executive Officer

            
	 	 
	 	
              USV
                MERGER SUB, INC.

               

              By:    
                /s/
                Robert L. Tuchman

              Name:
                Robert L. Tuchman

              Title:
                President

            
	 	 
	 	
              U.S.
                VISION, INC.

               

              By:    
                /s/
                Carmen J. Nepa, III

              Name:
                Carmen J. Nepa, III

              Title:
                Chief Financial Officer