FORM OF

                            LICENSE/LEASE AGREEMENT



                                    OPTICAL



         THIS LICENSE/LEASE AGREEMENT (hereinafter referred to as "Agreement")

is made and entered into as of, by and between SEARS, ROEBUCK AND CO., a New

York corporation (hereinafter referred to as "Sears") and COLE VISION

CORPORATION, a Delaware corporation, (hereinafter referred to as

"Licensee/Tenant").



         WHEREAS, Sears operates a retail store located at:



REGION                  DIST.          STORE                  LOCATION

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



(hereinafter referred to as the "Store"), and



         WHEREAS, Licensee/Tenant desires to operate an optical concession in

the Store,



         NOW THEREFORE, Sears and Licensee/Tenant hereby mutually agree as

follows:



PURPOSE OF AGREEMENT



         1. Licensee/Tenant is in the business described in this paragraph, and

has expertise in that business and has a marketing plan for that business. Sears

hereby leases to Licensee/Tenant the space described below, and grants

Licensee/Tenant the privilege of conducting and operating within that space, and

Licensee/Tenant shall conduct and operate, pursuant to the terms, provisions and

conditions contained in this Agreement, a concession for the sale of optical

merchandise, goods, and supplies; and for taking orders for repair, and repair

of optical merchandise, goods and supplies and for visual eye exams and for the

sale of repair and replacement certificates (hereinafter referred to as

"Concession"), in the Store.



TERM



         2. The term of this Agreement (hereinafter referred to as "Term") shall

be for a period beginning on and ending at the close of business on unless

sooner terminated under any of the provisions of this Agreement.





{PAGE}



REPRESENTATION TO LICENSEE/TENANT



         3. Sears makes no promises or representations whatsoever as to the

potential amount of business Licensee/Tenant can expect at any time during the

Term. Licensee/Tenant is solely responsible for any expenses incurred related to

this Agreement. Sears shall not be obligated for any expense incurred by

Licensee/Tenant in connection with any increase in the number of

Licensee/Tenant's employes or expenditures made by Licensee/Tenant for

additional facilities or equipment.



UNAUTHORIZED SALES



         4. Licensee/Tenant covenants that it will use the space occupied by the

Concession only for the purpose expressly authorized in this Agreement, and will

render only those services and sell only such merchandise in the Concession as

expressly authorized by this Agreement.



FEE



         5. (a) Licensee/Tenant shall pay to Sears, as provided in Paragraph

26 of this Agreement, a fee.



NET SALES



            (b) "Net Sales" means gross sales less returns, sales taxes, and

allowances for sales of merchandise, goods and supplies made in, upon or from

the Concession location, and includes:



                (1) Charges for repair work made pursuant to orders taken or

received in, upon or from the Concession location and



                (2) Charges for services performed in connection with the sale

in, upon or from the Concession location of merchandise, goods and supplies.



GROSS SALES



            (c) "Gross Sales" means all of Licensee/Tenant's direct or indirect

sales of services and merchandise from the Concession. Eye exam fees are

excluded from Gross Sales.



HOLDING OVER

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC