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.





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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



     6.   Licensee/Tenant shall pay Sears double the monthly Fee,





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for each month or portion of a month for which Licensee/Tenant of the Concession

area, retains possession of the Concession area or any part after the

termination of the Term or Licensee/Tenant's right of possession, whether by

lapse of time or otherwise. The provisions of this Paragraph shall not

constitute a waiver of any other right or remedy of Sears under this Agreement

or provided by law or equity. No such holding over shall renew or extend the

Term even if Sears accepts Fee, and Licensee/Tenant shall have no right to

continue possession of the premises, and shall be a Licensee/Tenant at

sufferance only.



CONSTRUCTION OF LEASEHOLD IMPROVEMENTS



     7.   (a)  Licensee/Tenant shall determine (based on good engineering

practices) the nature, scope, size of the Concession and Licensee/Tenant shall

determine the nature, scope, size of the furniture, fixtures and equipment in

the Concession. Licensee/Tenant shall submit plans to Sears, Sears must approve

such plans, before commencement of construction. Sears will arrange for

construction of all improvements. The expense of all such construction and

equipment shall be divided between Sears and Licensee/Tenant as described in

Exhibit A.



TITLE TO LEASEHOLD IMPROVEMENTS



          (b)  All Leasehold Improvements shall become the property of Sears at

the termination of the Agreement. At the termination of the Agreement, or if

Licensee/Tenant vacates or abandons the Concession, Licensee/Tenant shall convey

to Sears, without charge, good title to the Leasehold Improvements free from any

and all liens, charges, encumbrances and rights of third parties, by means of a

Quit Claim Deed and any other documents required by Sears.



CONCESSION FAILS TO BECOME FULLY OPERATIONAL



          (c)  If the Concession is not fully operational within thirty (30)

days after completion of construction of the concession area as a result of

delay by Licensee/Tenant, Sears may, at Sears option, terminate this Agreement

and have no further obligation to Licensee/Tenant, and Licensee/Tenant shall

reimburse Sears within ten (10) days after receipt of an invoice, for Sears

cost, of putting the space involved back to its condition immediately prior to

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