SIGHT RESOURCE CORP
AMENDED AND RESTATED THIRD MODIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>AMENDED AND RESTATED THIRD MODIFICATION AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                AMENDED AND RESTATED THIRD MODIFICATION AGREEMENT
                -------------------------------------------------

      THIS AMENDED AND RESTATED THIRD MODIFICATION AGREEMENT (hereinafter, this
"Agreement") is made this 14th day of May, 2001 by and among:

      SOVEREIGN BANK as successor-in-interest to Fleet National Bank
(hereinafter, the "Bank"), a federal savings bank having an office located at
100 Pearl Street, Hartford, Connecticut;

      SIGHT RESOURCE CORPORATION (hereinafter, "Sight Resource"), a Delaware
corporation with a principal place of business at 100 Jeffrey Avenue, Holliston,
Massachusetts;

      CAMBRIDGE EYE ASSOCIATES, INC. (hereinafter, "Cambridge Eye"), a Delaware
corporation with a principal place of business at One Highland Avenue, Unit 3B,
Malden, Massachusetts;

      DOUGLAS VISION WORLD, INC. (hereinafter, "Douglas Vision"), a Delaware
corporation with a principal place of business at One Highland Avenue, Unit 3B,
Malden, Massachusetts;

      E.B. BROWN OPTICIANS, INC. (hereinafter, "E.B. Brown"), a Delaware
corporation with a principal place of business at 1549 E. 30th Street,
Cleveland, Ohio;

      EYEGLASS EMPORIUM, INC. (hereinafter, "Eyeglass Emporium"), a Delaware
corporation with a principal place of business at 100 Jeffrey Avenue, Holliston,
Massachusetts;

      KENT OPTICAL COMPANY, f/k/a KENT ACQUISITION CORP. (hereinafter, "Kent
Optical"), a Delaware corporation with a principal place of business at 100
Jeffrey Avenue, Holliston, Massachusetts;

      SHAWNEE OPTICAL, INC. (hereinafter, "Shawnee Optical"), a Delaware
corporation with a principal place of business at 2203 W. 38th Street, Erie,
Pennsylvania; and

      VISION PLAZA, CORP. (hereinafter, "Vision Plaza"), a Delaware corporation
with a principal place of business at 3301 Veterans Memorial Boulevard, Suite
54E, Metarie, Louisiana.

      Hereinafter, the Sight Resource, Cambridge Eye, Douglas Vision, E.B.
Brown, Eyeglass Emporium, Kent Optical, Shawnee Optical, and Vision Plaza shall
be referred to collectively, jointly, and severally, as the "Obligors."

                                   WITNESSETH
                                   ----------

      WHEREAS, reference is hereby made to certain loan arrangements
(hereinafter, the "Loan Arrangements") entered into by and between the Bank and
the Obligors, evidenced by, among other things, the following documents,
instruments, and agreements (hereinafter collectively, together with this
Agreement and all documents, instruments, and agreements executed incidental
hereto, and contemplated hereby, the "Loan Documents"):

            (a) Loan Agreement (hereinafter, as amended, the "Loan Agreement")
      dated April 15, 1999, entered into by and between the Bank and the
      Obligors;

            (b) Secured Revolving Line Note (hereinafter, the "Revolving Note")
      dated April 15, 1999 in the maximum principal amount of $3,000,000.00 made
      by the Obligors payable to the Bank;
<PAGE>

            (c) Secured Term Note (hereinafter, the "Term Note") dated April 15,
      1999 in the original principal amount of $7,000,000.00 made by the
      Obligors payable to the Bank;

            (d) Eight (8) Security Agreements (All Assets) (hereinafter,
      collectively, the "Security Agreements") dated April 15, 1999
      respectively, pursuant to which each of the Obligors granted the Bank a
      security interest in the Collateral (as defined in the Security
      Agreements);

            (e) Security Agreement (Pledged Collateral) dated April 15, 1999,
      pursuant to which Sight Resource assigned, transferred, and delivered to
      the Bank all of the Collateral (as defined therein);

            (f) Modification Agreement (hereinafter, the "Modification
      Agreement") dated March 31, 2000 entered into by the Bank and the
      Obligors; and

            (g) Second Modification Agreement (hereinafter, the "Second
      Modification Agreement") dated November 30, 2000 entered into by the Bank
      and the Obligors.

Capitalized terms used herein and not otherwise defined shall have the meanings
as set forth in the Loan Agreement, as amended by (i) the Modification Agreement
and (ii) the Second Modification Agreement.

      WHEREAS, the Obligors have requested that the Bank amend certain terms and
conditions of the Loan Documents as provided for herein; and

      WHEREAS, the Bank has indicated its willingness to do so, BUT ONLY on the
terms and conditions contained in this Agreement; and

      WHEREAS, the Obligors have determined that this Agreement is in the
Obligors' best interest.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Obligors and the Bank agree as
follows:

                         Acknowledgment of Indebtedness
                         ------------------------------

      1. The Obligors each hereby acknowledge and agree that, in accordance with
the terms and conditions of (i) the Loan Documents, (ii) this Agreement, and
(iii) all documents, instruments, and agreements executed incidental to, and
contemplated by this Agreement, the Obligors are jointly and severally liable to
the Bank as of May 10, 2001, as follows:

            (a)   Revolving Note:

                  (i)   Principal:                              $2,500,000.00
                  (ii)  Interest:                                   $3,750.00
                  (iii) Late Fees:                                     $33.33
                  (iv)  Legal Fees & Expenses
                  (From 03/16/01 - 05/08/01):                       $6,247.39

            (b)   Term Note:

                  (i)   Principal:                              $5,850,002.01
                  (ii)  Interest:                                   $8,775.00


                                      -2-
<PAGE>

                  (iii) Late Fees:                                     $78.00

                             TOTAL           $8,368,885.73

            (c) All interest accruing from and after May 10, 2001 under the
      Revolving Note, and the Term Note, respectively, and all late fees,
      reasonable costs, expenses, and costs of collection (including reasonable
      attorneys' fees and the allocated costs of the Bank's in-house counsel)
      incurred by the Bank from and after May 8, 2001 in connection the Loan
      Documents, including, without limitation, all reasonable attorney's fees
      and expenses incurred in connection with the negotiation and preparation
      of this Agreement and all documents, instruments, and agreements
      incidental hereto.

            (d) Hereinafter all amounts due as set forth in this Paragraph 1,
      and elsewhere payable under this Agreement, shall be referred to
      collectively as the "Obligations."

                                Waiver of Claims
                                ----------------

      2. The Obligors each hereby acknowledge and agree that they have no
offsets, defenses, claims, or counterclaims against the Bank or the Bank's
officers, directors, employees, attorneys, representatives, predecessors,
successors, and assigns with respect to the Obligations, or otherwise, and that
if any of the Obligors now have, or ever did have, any offsets, defenses,
claims, or counterclaims against the Bank or the Bank's officers, directors,
employees, attorneys, representatives, predecessors, successors, and assigns,
whether known or unknown, at law or in equity, from the beginning of the world
through this date and through the time of execution of this Agreement, all of
them are hereby expressly WAIVED, and the Obligors each hereby RELEASE the Bank
and the Bank's officers, directors, employees, attorneys, representatives,
predecessors, successors, and assigns from any liability therefor.

               Ratification of Loan Documents; Further Assurances
               --------------------------------------------------

      3. The Obligors:

            (a) Hereby ratify, confirm, and reaffirm all and singular the terms
      and conditions of the Loan Documents. The Obligors further acknowledge and
      agree that except as specifically modified in this Agreement, all terms
      and conditions of those documents, instruments, and agreements shall
      remain in full force and effect; and

            (b) Shall, from and after the execution of this Agreement, execute
      and deliver to the Bank whatever additional documents, instruments, and
      agreements that the Bank reasonably may require in order to vest or
      perfect the Loan Documents and the Collateral granted therein more
      securely in the Bank and to otherwise give effect to the terms and
      conditions of this Agreement, including, without limitation, such UCC
      Financing Statements and related documentation as may be necessary in
      order to perfect the security interest granted to the Bank by the Obligors
      in the Collateral.

                       Waiver of Certain Existing Defaults
                       -----------------------------------

      4. In consideration of the Obligors' compliance with the terms and
conditions of this Agreement, the Bank hereby agrees to waive the following
existing Defaults which have occurred under the Loan Documents: (i) Section 7.01
- Minimum Net Worth of not less than $21,000,000 for the quarter ended
12/30/2000; (ii) Section 7.03 - Minimum Debt Service Coverage Ratio of not less
than 1.1x for the quarter ended 12/30/2000; (iii) Section 7.04 - Maximum Funded
Debt Coverage Ration of not more than 3.5x for the trailing twelve (12) month
period ended 12/30/2000; and (iv)


                                      -3-
<PAGE>

Section 7.05 - Minimum Net Profit of not greater than a loss of $620,000 for the
quarter ended 12/30/2000 and not greater than a loss of $1,950,000 for the
twelve (12) month period ended 12/30/2000 (collectively, the "Existing
Defaults"). In connection with the waiver of the Existing Defaults, the Obligors
hereby expressly acknowledge and agree as follows:

            (a) The waiver of the Existing Defaults (i) shall apply only to the
      defaults specified herein, (ii) constitutes a one-time waiver, and (iii)
      shall not constitute a waiver of any Default or Events of Default whether
      now existing or arising after the execution of this Agreement, other than
      of the Existing Defaults; and

            (b) The waiver of the Existing Defaults shall not prejudice any
      rights or remedies the Bank may have after the date hereof to declare an
      Event of Default, or to exercise its rights and remedies with respect to
      such Default, with respect to any failure of the Obligors to be in
      compliance with any term or condition of the any of the Loan Documents.

                              Licensing Agreements
                              --------------------

      5. The Obligors each hereby represent and warrant to the Bank that:

            (a) The Obligors maintain licensing agreements with only those
      parties specifically identified on Exhibit "A" attached hereto;

            (b) The Collateral granted to the Bank under the Security Agreements
      is subject to the rights of only those licensors specifically listed on
      Exhibit "A"; and

            (c) Complete and accurate copies of all licensing agreements
      (together with any amendments or addendums thereto) maintained among the
      Obligors and any other parties are attached hereto as Exhibit "B".

                              Additional Financings
                              ---------------------

      6. The Obligors have advised the Bank that they are negotiating to receive
additional financings in the form of equity and/or debt subordinate to the
Obligations, in the aggregate amount of not less than $2,300,000 (the
"Additional Financings") from third parties (the "Investors"). In that regard,
the Obligors:

            (a) Shall provide to the Bank, by no later than the first business
      day of each calendar month during the term of this Agreement, written
      updates as to the status of the Obligors' efforts to obtain Additional
      Financings from the Investors or any other parties (hereinafter, the
      "Financing Report"). Each Financing Report shall include, at a minimum, a
      statement as to the persons or entities with which the Obligors are
      actively seeking any Additional Financings, as well as an accounting of
      any amounts received by the Obligor in connection with the Additional
      Financings;

            (b) Hereby acknowledge and agree that the Additional Financings
      shall be on such terms and conditions as are reasonably acceptable to the
      Bank;

            (c) Shall provide to the Bank, by no later than May 31, 2001, a
      formal written agreement or agreements that memorialize all material terms
      of the Additional Financings, which have been executed by all necessary
      parties and constitute a binding obligation to consummate the Additional
      Financings;


                                      -4-
<PAGE>

            (d) Hereby acknowledge and agree that any Additional Financings
      which are in the form of debt shall be subordinate to the Obligations, and
      that the Borrower shall, and the Borrower shall cause each subordinated
      creditor to, prior to the completion of any Additional Financings which
      constitute subordinated debt, execute and deliver to the Bank a
      subordination agreement, which subordination agreement shall be in
      substantially the form of the Subordination Agreement attached hereto as
      Exhibit "C"; and

            (e) Hereby acknowledge and agree that the failure to complete the
      Additional Financings by no later than July 16, 2001 shall constitute an
      Event of Default under the Loan Agreement.

                   Interest Rate; Repayment of the Obligations
                   -------------------------------------------

      7. From and after the execution of this Agreement, interest shall accrue
upon, and the Obligors shall repay, the Obligations as follows:

            (a) Commencing upon the execution of this Agreement interest shall
      accrue on the unpaid principal balance of each of (i) the Revolving Note
      and (ii) the Term Note, at the following rates during the corresponding
      time periods as indicated in the table below:

--------------------------------------------------------------------------------
         Time Period                          Applicable Interest Rate
         -----------                          ------------------------
--------------------------------------------------------------------------------
February 1, 2001 through and          Six (6%) percent
including September 30, 2001:
--------------------------------------------------------------------------------
October 1, 2001 through and           Seven (7%) percent
including December 31, 2001:
--------------------------------------------------------------------------------
January 1, 2002 through the           Prime Rate (as defined in the Loan
Maturity Date (as defined herein):    Agreement), provided, however, that the
                                      rate of interest charged shall be no less
                                      than eight (8%) percent per annum, and no
                                      greater than eleven (11%) per annum
--------------------------------------------------------------------------------

            (b) On the first Banking Day of each calendar month the Obligors
      shall make consecutive monthly payments in an amount equal to all accrued
      interest under each of (i) the Revolving Note and (ii) the Term Note;

            (c) In addition to all other payments required hereunder, the
      Obligors shall make regular scheduled payments to be applied in reduction
      of the principal balance of the Term Note, during the following time
      periods in the corresponding amounts:

--------------------------------------------------------------------------------
         Time Period                        Amount of Principal Payment
         -----------                        ---------------------------
--------------------------------------------------------------------------------
Commencing the first Banking Day
of July, 2001 and continuing on
the first Banking Day of each
calendar month thereafter through
and including December, 2001:                        $30,000.00
--------------------------------------------------------------------------------
Commencing on the first Banking
Day of January, 2002 and
continuing on the first Banking
Day of each calendar month
thereafter until the Maturity
Date:                                               $100,000.00
--------------------------------------------------------------------------------


                                       -5-
<PAGE>

            (d) The Obligors shall pay all Obligations under the Loan Documents
      in full by federal funds wire transfer on or before the earlier of (i) the
      occurrence of an Event of Default (as defined below) or (ii) December 31,
      2002 (hereinafter, the "Maturity Date").

                       Modification of Negative Covenants
                       ----------------------------------

      8. From and after the execution of this Agreement, the following Negative
covenants contained in Article VII of the Loan Agreement shall be modified as
follows:

            (a) Section 7.01 is hereby deleted in its entirety and replaced with
      the following:

                  7.01 (Minimum Net Worth). Borrower (on a consolidated basis)
                  will not permit its Net Worth to be less than $12,500,000 as
                  at the end of any fiscal quarter commencing with the fiscal
                  quarter ending March 31, 2001.

            (b) Section 7.03 (Minimum Debt Service Coverage Ratio) and Section
      7.04 (Maximum Funded Debt Coverage Ratio) are hereby deleted in their
      entirety.

            (c) Section 7.05 is hereby deleted in its entirety and replaced with
      the following:

                  7.05 (Maximum Net Loss). Borrower will not permit its
                  consolidated net loss after taxes to be greater than the
                  following amounts for the following quarters (and annually
                  where appropriate):

--------------------------------------------------------------------------------
               Quarter Ending                  Applicable Amount
               --------------                  -----------------
--------------------------------------------------------------------------------
               March 31, 2001                    ($1,700,000)
--------------------------------------------------------------------------------
                June 30, 2001                    ($2,000,000)
--------------------------------------------------------------------------------
             September 30, 2001                  ($1,000,000)
--------------------------------------------------------------------------------
              December 31, 2001                  ($2,300,000)
--------------------------------------------------------------------------------
           Annual Fiscal Year 2001               ($7,000,000)
--------------------------------------------------------------------------------
               March 31, 2002                     ($800,000)
--------------------------------------------------------------------------------
                June 30, 2002                     ($925,000)
--------------------------------------------------------------------------------
              September 30, 2002                  ($475,000)
--------------------------------------------------------------------------------
              December 31, 2002                  ($1,325,000)
--------------------------------------------------------------------------------
           Annual Fiscal Year 2002               ($3,525,000)
--------------------------------------------------------------------------------

            Each of the first three quarters of each fiscal year and the annual
            calculation shall be separate and distinct tests.

                               Costs of Collection
                               -------------------

      9. The Obligors shall:

            (a) On or before the execution of this Agreement, the Obligors shall
      pay the Bank the sum of $6,247.39 in reimbursement for reasonable costs,
      expenses, and costs of collection (including reasonable attorneys' fees
      and expenses) incurred by the Bank from


                                      -6-
<PAGE>

      March 16, 2001 through May 8, 2001, in connection with the protection,
      preservation, and enforcement by the Bank of its rights and remedies under
      the Loan Documents, including, without limitation, the negotiation and
      preparation of this Agreement.

            (b) On demand, reimburse the Bank for any and all reasonable costs,
      expenses, and costs of collection (including reasonable attorneys' fees
      and expenses) incurred by the Bank from and after March 16, 2001, in
      connection with the protection, preservation, and enforcement by the Bank
      of its rights and remedies under the Loan Documents.

                                     Notices
                                     -------

      10. Any communication between the Bank and the Obligors shall be forwarded
via certified mail, return receipt requested, or via recognized overnight
courier, addressed as follows:

            If to the Bank:                Sovereign Bank
                                           Managed Assets Division
                                           619 Alexander Road
                                           Princeton, New Jersey 08540
                                           Attn.: Mr. Frank P. Leis

            With a copy via telecopier to: Steven T. Greene, Esquire
                                           Riemer & Braunstein LLP
                                           Three Center Plaza
                                           Boston, Massachusetts 02108
                                           Telecopier No. (617) 880-3456

            If to the Obligors:            Sight Resource Corporation
                                           100 Jeffrey Avenue
                                           Holliston, Massachusetts 01746
                                           Attn: William T. Sullivan
                                           President and CEO

            With a copy via telecopier to: Lewis Geffen, Esquire
                                           Mary-Laura Greely, Esquire
                                           Mintz, Levin, Cohn, Ferris, Glovsky
                                             and Popeo, P.C.
                                           One Financial Center
                                           Boston, Massachusetts 02111
                                           Telecopier No. (617) 542-2241

                                     Waivers
                                     -------

      11. Non-Interference. From and after the occurrence of any Event of
Default, the Obligors agree not to interfere with the exercise by the Bank of
any of its rights and remedies. The Obligors further agree that they shall not
seek to distrain or otherwise hinder, delay, or impair the Bank's efforts to
realize upon any of the collateral granted to the Bank under the Loan Documents,
or otherwise to enforce the Bank's rights and remedies pursuant to the Loan
Documents. This provision shall be specifically enforceable by the Bank.

      12. Automatic Stay. The Obligors hereby expressly assent to any motion
filed by the Bank seeking relief from the automatic stay in connection with any
Petition for Relief filed by or against any one or more of the Obligors under
the United States Bankruptcy Code.


                                      -7-
<PAGE>

      13. Jury Trial. The Obligors hereby make the following waiver knowingly,
voluntarily, and intentionally, and understand that the Bank, in entering into
this Agreement, or in making any financial accommodations to the Obligors, is
relying on such a waiver: THE OBLIGORS HEREBY IRREVOCABLY WAIVE ANY PRESENT OR
FUTURE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE BANK
BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE
BANK OR IN WHICH THE BANK IS JOINED AS A PARTY LITIGANT), WHICH CASE OR
CONTROVERSY ARISES OUT OF, OR IS IN RESPECT OF, ANY RELATIONSHIP BETWEEN THE
OBLIGORS, OR ANY OTHER PERSON OR ENTITY, AND THE BANK.

                                Entire Agreement
                                ----------------

      14. This Agreement shall be binding upon the Obligors and the Obligors'
respective employees, representatives, successors, and assigns, and shall inure
to the benefit of the Bank and the Bank's successors and assigns. This Agreement
and all documents, instruments, and agreements executed in connection herewith
incorporate all of the discussions and negotiations between the Obligors and the
Bank, either expressed or implied, concerning the matters included herein and in
such other documents, instruments and agreements, any statute, custom, or usage
to the contrary notwithstanding. No such discussions or negotiations shall
limit, modify, or otherwise affect the provisions hereof. No modification,
amendment, or waiver of any provision of this Agreement, or any provision of any
other document, instrument, or agreement between the Obligors and the Bank shall
be effective unless executed in writing by the party to be charged with such
modification, amendment, or waiver, and if such party be the Bank, then by a
duly authorized officer thereof.

                            Construction of Agreement
                            -------------------------

      15. In connection with the interpretation of this Agreement and all other
documents, instruments, and agreements incidental hereto:

            (a) All rights and obligations hereunder and thereunder, including
      matters of construction, validity, and performance, shall be governed by
      and construed in accordance with the law of the Commonwealth of
      Massachusetts and are intended to take effect as sealed instruments.

            (b) The captions of this Agreement are for convenience purposes
      only, and shall not be used in construing the intent of the Bank and the
      Obligors under this Agreement.

            (c) In the event of any inconsistency between the provisions of this
      Agreement and any other document, instrument, or agreement entered into by
      and between the Bank and the Obligors, the provisions of this Agreement
      shall govern and control.

            (d) The Bank and the Obligors have prepared this Agreement and all
      documents, instruments, and agreements incidental hereto with the aid and
      assistance of their respective counsel. Accordingly, all of them shall be
      deemed to have been drafted by the Bank and the Obligors and shall not be
      construed against either the Bank or the Obligors.

                         Illegality or Unenforceability
                         ------------------------------

      16. Any determination that any provision or application of this Agreement
is invalid, illegal, or unenforceable in any respect, or in any instance, shall
not affect the validity, legality, or enforceability of any such provision in
any other instance, or the validity, legality, or enforceability of any other
provision of this Agreement.


                                      -8-
<PAGE>

                               Informed Execution
                               ------------------

      17. The Obligors warrant and represent to the Bank that the Obligors:

            (a) Have read and understand all of the terms and conditions of this
      Agreement;

            (b) Intend to be bound by the terms and conditions of this
      Agreement;

            (c) Are executing this Agreement freely and voluntarily, without
      duress, after consultation with independent counsel of their own
      selection; and

            (d) Acknowledge and agree that the modifications provided to the
      Obligors by the Bank pursuant to this Agreement constitute a fair and
      reasonable time frame within which all Obligations are to be paid in full.

                [remainder of this page intentionally left blank]


                                      -9-
<PAGE>

      IN WITNESS WHEREOF, this Agreement has been executed on this 14th day of
May, 2001.

SOVEREIGN BANK                             SIGHT RESOURCE CORPORATION

By: /s/ Frank P. Leis                      By: /s/ William T. Sullivan
    -----------------------------              -----------------------------
Title: Vice President                      Title: President

                                           CAMBRIDGE EYE ASSOCIATES, INC.

                                           By: /s/ William T. Sullivan
                                               -----------------------------
                                           Title: President

                                           DOUGLAS VISION WORLD, INC.

                                           By: /s/ William T. Sullivan
                                               -----------------------------
                                           Title: President

                                           E.B. BROWN OPTICIANS, INC.

                                           By: /s/ William T. Sullivan
                                               -----------------------------
                                           Title: President

                                           EYEGLASS EMPORIUM, INC.

                                           By: /s/ William T. Sullivan
                                               -----------------------------
                                           Title: President

                                           KENT OPTICAL COMPANY, f/k/a KENT
                                           ACQUISITION CORP.

                                           By: /s/ William T. Sullivan
                                               -----------------------------
                                           Title: President

                                           SHAWNEE OPTICAL, INC.

                                           By: /s/ William T. Sullivan
                                               -----------------------------
                                           Title: President

                                           VISION PLAZA, CORP.

                                           By: /s/ William T. Sullivan
                                               -----------------------------
                                           Title: President



<PAGE>

                  EXHIBIT "A" TO A CERTAIN AMENDED AND RESTATED
              THIRD MODIFICATION AGREEMENT DATED MAY 14, 2001 AMONG
              SIGHT RESOURCE CORPORATION, ET AL. AND SOVEREIGN BANK

                                    Licensors

1.    Marchon Delta Systems, Inc.; and

2.    Microsoft Corporation
<PAGE>

                  EXHIBIT "B" TO A CERTAIN AMENDED AND RESTATED
              THIRD MODIFICATION AGREEMENT DATED MAY 14, 2001 AMONG
              SIGHT RESOURCE CORPORATION, ET AL. AND SOVEREIGN BANK

                               License Agreements

                                   (Attached)
<PAGE>

                  EXHIBIT "C" TO A CERTAIN AMENDED AND RESTATED
              THIRD MODIFICATION AGREEMENT DATED MAY 14, 2001 AMONG
              SIGHT RESOURCE CORPORATION, ET AL. AND SOVEREIGN BANK

                         Form of Subordination Agreement

                                   (Attached)
<PAGE>

Subordination Agreement                                           Sovereign Bank
--------------------------------------------------------------------------------

                                                       Date: _____________, 2001

      This Subordination Agreement (hereinafter, this "Agreement") is made among
________________________________________________________________________________
________________ [insert name and address of appropriate Sight Resource Corp.
entity indebted to the Creditor] (hereinafter, the "Borrower"),

________________________________________________________________________________
________________ [insert name and address of subordinated creditor]
(hereinafter, the "Creditor"), and

Sovereign Bank, successor in interest to Fleet National Bank, a federal savings
bank having offices located at 100 Pearl Street, Hartford, Connecticut
(hereinafter, the "Bank"),

for good and valuable consideration and in consideration of the mutual covenants
contained herein and benefits to be derived herefrom.

                                   WITNESSETH
                                   ----------

      WHEREAS, the Bank and the Borrower entered into a certain Loan Agreement
dated April 15, 1999, as amended by (i) a certain Modification Agreement dated
March 31, 2000, (ii) a certain Second Modification Agreement dated November 30,
2000, and (iii) a certain Amended and Restated Third Modification Agreement
dated May 14, 2001 (hereinafter, collectively, as amended from time to time, the
Loan Agreement"), pursuant to which the Bank has made loans extensions of credit
to the Borrower; and

      WHEREAS, the Creditor has made loans, and may in the future make
additional loans, to the Borrower;

      WHEREAS, it is a requirement of the Loan Agreement that the Creditor and
the Borrower enter into this Agreement with the Bank; and

      WHEREAS, the Bank's extension of financial accommodations to the Borrower
as more particularly set forth in the Loan Agreement is beneficial to the
Creditor;

      NOW THEREFORE, it is hereby agreed among the Bank, the Borrower and the
Creditor as follows:

      1.    Unless and until this Agreement is terminated by written notice from
            the Bank, the Creditor and the Borrower hereby agree with the Bank
            that all Junior Debt (defined below) and that all Junior Collateral
            (defined below), and all rights, remedies, powers, privileges, and
            discretions of the Creditor in and to any Junior Collateral are and
            shall be subject and subordinate to the Obligations (defined below)
            of the Borrower to the Bank and to the rights, remedies, powers,
            privileges, and discretions of the Bank in and to the Junior
            Collateral.

      2.    Unless and until this Agreement is terminated by written notice from
            the Bank, the Creditor shall not:


                                      -1-
<PAGE>

            (a)   Demand, accept, or receive from the Borrower any payment or
                  other value on account of the Junior Debt; or

            (b)   Set off, contra, or otherwise apply, all or any part of the
                  Junior Debt towards satisfaction of any obligation of the
                  Creditor to the Borrower; or

            (c)   Exercise any of the Creditor's rights, remedies, powers,
                  privileges, and discretions with respect to the Junior Debt
                  and/or the Junior Collateral, including, without limitation,
                  the acceleration of the time for payment of the Junior Debt or
                  foreclosure of the Junior Collateral; or

            (d)   Demand, accept, or receive any evidence of, or collateral for,
                  the Junior Debt.

      3.    Unless and until this Agreement is terminated by written notice from
            the Bank, the Borrower shall not:

            (a)   Make any payment or give any value to the Creditor on account
                  of the Junior Debt; or

            (b)   Set off, contra, or otherwise apply, all or any part of any
                  obligation of the Creditor to the Borrower towards
                  satisfaction of the Junior Debt; or

            (c)   Execute, give, or deliver any evidence of, or collateral for
                  the Junior Debt.

      4.    The Creditor will cause all notes, bonds, debentures or other
            instruments evidencing the Junior Debt and/or the Junior Collateral
            or any part thereof to contain a specific statement thereon to the
            effect that the indebtedness evidenced thereby is subject to the
            provisions of this Agreement, and the Creditor will mark its books
            conspicuously to evidence the subordination effected hereby. The
            Creditor hereby represents that it is the lawful holder of the
            note(s) which evidence the Borrower's indebtedness to the Creditor,
            and has not transferred any interest therein to any other person.
            Without the prior written consent of the Bank, the Creditor will not
            assign, transfer or pledge to any other person any of the Junior
            Debt or agree to a discharge or forgiveness of the same so long as
            there remains outstanding any of the Obligations.

      5.    The Creditor and the Borrower shall each execute all such further
            instruments and do such other and further acts as the Bank may
            request in furtherance of the Bank's rights hereunder and/or the
            purposes of this Agreement, including, without limitation, the
            endorsement to the Bank of all promissory notes evidencing the
            Junior Debt. The respective obligations of the Creditor and the
            Borrower hereunder being unique, are specifically enforceable by the
            Bank.

      6.    a. The Creditor hereby designates the Bank as and for the
            attorney-in-fact of the Creditor to:

            i     endorse in favor of, or assign to, the Bank any writing
                  evidencing the Junior Debt and/or the Junior Collateral; and

            ii.   exercise any and all rights, remedies, powers, privileges, and
                  discretions of the Creditor with respect to the Junior Debt
                  and/or the Junior Collateral.


                                      -2-
<PAGE>

                  Without limiting the generality of the foregoing, the Bank
                  shall have the right and power to:

                  (1)   prosecute, defend, compromise, settle, or release any
                        action relating to the Junior Debt or the Junior
                        Collateral,

                  (2)   file a proof of claim or similar pleading in,
                        participate in the place and stead of the Creditor in,
                        and receive any dividend or distribution on account of,
                        any bankruptcy or insolvency proceeding of the Borrower,

                  (3)   take such other action with respect to the Junior Debt
                        and the Junior Collateral as the Bank may reasonably
                        determine to be necessary to protect and preserve the
                        Bank's interests therein.

      b.    All of the powers of attorney set forth in this Agreement shall not
            be affected by any disability or incapacity suffered by the Creditor
            and shall survive same. All powers conferred on the Bank by this
            Agreement, being coupled with an interest, shall be irrevocable
            until this Agreement is terminated as provided herein.

      c.    The Bank shall not be obligated to do any of the acts or to exercise
            any of the powers authorized herein, but if the Bank elects to do
            any such act or to exercise any of such powers, it shall not be
            accountable for more than it receives as a result of such exercise
            of power. The Bank shall not be liable for any act or omission to
            act pursuant to this Agreement except for the Bank's actual willful
            misconduct and actual bad faith.

      7.    The Bank shall have no duty as to the collection or protection of
            the Junior Debt and/or Junior Collateral or any income or
            distribution thereon, beyond the safe custody of such of the Junior
            Debt and/or Junior Collateral as may come into the possession of the
            Bank and shall have no duty as to the preservation of any rights
            pertaining thereto, including, without limitation, any rights
            against prior parties.

      8.    In the event that the Creditor receives any payments on account of
            the Junior Debt, or any collateral in addition to any collateral
            heretofore granted, the Creditor shall hold such payments or
            collateral in trust for the Bank and shall not commingle such
            payments with any other funds of the Creditor. The Creditor shall
            deliver all such payments or collateral to the Bank immediately upon
            the receipt thereof by the Creditor in the identical form received,
            duly endorsed to the Bank.

      9.    The proceeds (if any) received by the Bank on account of the Junior
            Debt or Junior Collateral shall be applied towards the Obligations
            in such order and manner as the Bank determines in its sole
            discretion. Any such proceeds received by the Bank in excess of the
            amounts necessary to satisfy the Obligations shall be paid to the
            Creditor.

      10.   The Creditor:

            (a)   Waives notice of non-payment, presentment, demand, notice, and
                  protest with respect to the Obligations and/or the Junior
                  Debt;

            (b)   Waives notice of the acceptance of this agreement by the Bank;


                                      -3-
<PAGE>

            (c)   Assents to any extension, renewal, indulgence or waiver,
                  permitted the Borrower and/or any other person liable or
                  obligated to the Bank for or on the Obligations or on the
                  Junior Debt;

            (d)   Authorizes the Bank to alter, amend, cancel, waive, or modify
                  any term or condition of the Obligations or the Junior Debt
                  and of the obligations of any other person liable or obligated
                  to the Bank for or on the Obligations and/or the Junior Debt,
                  without notice to, or consent from, the Creditor;

            (e)   Agrees that no compromise, settlement, or release by the Bank
                  of the Obligations or the Junior Debt or of the obligations of
                  any such other person and no release of any collateral
                  securing the Obligations, the Junior Debt, and/or securing the
                  obligations of any such other person shall affect the
                  obligations of the Creditor hereunder; and

            (f)   If otherwise entitled thereto, waives the right to notice
                  and/or hearing prior to the Bank's exercising of the Bank's
                  rights and remedies hereunder. No action by the Bank which has
                  been assented to herein shall affect the obligations of the
                  Creditor to the Bank hereunder.

      11.   The subordination effected hereby shall not be affected by any
            fraudulent, illegal, or improper act by the Borrower, the Creditor,
            or any person liable or obligated to the Bank for or on the
            Obligations, nor by any release, discharge or invalidation, by
            operation of law or otherwise, of the Obligations or by the legal
            incapacity of the Borrower, the Creditor, or any other person liable
            or obligated to the Bank for or on the Obligations. All interest and
            costs of collection with respect to the Obligations for which the
            Borrower has agreed to be liable shall continue to accrue and shall
            continue to be Obligations for purposes of the subordination
            effected hereby notwithstanding any stay to the enforcement thereof
            against the Borrower or disallowance thereof against the Borrower.

      12.   The books and records of the Bank showing the account between the
            Bank and the Borrower shall be admissible in any action or
            proceeding to enforce this Agreement and shall constitute prima
            facie evidence and proof of the items contained therein.

      13.   In the event (a) the Bank determines that any representation made by
            the Borrower or the Creditor to the Bank herein was not true or
            accurate when given and/or (b) the Borrower or the Creditor (or
            both) fails to promptly, punctually, and faithfully perform or
            discharge any obligation hereunder or an Event of Default occurs
            under the Loan Agreement or any other instrument, document, or
            agreement between the Borrower and the Bank, all Obligations, and
            any and all liabilities, obligations, and indebtedness of the
            Creditor to the Bank, whether arising hereunder or under any other
            document, instrument, or agreement to the Bank (whether now existing
            or hereafter arising), shall become immediately due and payable, at
            the Bank's option and without notice or demand.

      14.   The Creditor will pay on demand all attorneys' fees and
            out-of-pocket expenses incurred by the Bank's attorneys and all
            costs incurred by the Bank, including, without limitation, costs
            associated with travel on behalf of the Bank, which costs and
            expenses are directly or indirectly related to the Bank's efforts to
            preserve, protect, collect, or enforce any of the obligations of the
            Creditor and/or any of the


                                      -4-
<PAGE>

            Bank's Rights and Remedies hereunder (whether or not suit is
            instituted by or against the Bank).

      15.   The Borrower will pay on demand all attorneys' fees and
            out-of-pocket expenses incurred by the Bank's attorneys and all
            costs incurred by the Bank, including, without limitation, costs
            associated with travel on behalf of the Bank, which costs and
            expenses are directly or indirectly related to the Bank's efforts to
            preserve, protect, collect, or enforce any of the obligations of the
            Borrower and/or any of the Bank's Rights and Remedies hereunder
            (whether or not suit is instituted by or against the Bank).

      16.   This Agreement incorporates all discussions and negotiations among
            and between the Borrower, the Creditor, and the Bank concerning the
            subordination effected hereby. No such discussions or negotiations
            shall limit, modify, or otherwise affect the provisions hereof. No
            provisions hereof may be altered, amended, waived, canceled, or
            modified, except by a written instrument executed, sealed, and
            acknowledged by a duly authorized officer of the Bank.

      17.   The Bank may continue to rely upon this Agreement and the
            subordination effected hereby with respect to all Obligations which
            may arise hereafter. The repayment and satisfaction of all of such
            Obligations shall not terminate this Agreement and the subordination
            effected hereby as to Obligations which arise thereafter.

      18.   The rights, remedies, powers, privileges, and discretions of the
            Bank hereunder (hereinafter, the "Bank's Rights and Remedies") shall
            be cumulative and not exclusive of any rights or remedies which it
            would otherwise have. No delay or omission by the Bank in exercising
            or enforcing any of the Bank's Rights and Remedies shall operate as,
            or constitute, a waiver thereof. No waiver by the Bank of any of the
            Bank's Rights and Remedies or of any default or remedy under any
            other agreement with the Borrower or the Creditor shall operate as a
            waiver of any other default hereunder or thereunder. No exercise of
            the Bank's Rights and Remedies and no other agreement or
            transaction, of whatever nature, entered into between the Bank and
            the Creditor and/or between the Bank and the Borrower at any time
            shall preclude any other or further exercise of the Bank's Rights
            and Remedies. No waiver by the Bank of any of the Banks' Rights and
            Remedies on any one occasion shall be deemed a continuing waiver.
            All of the Bank's Rights and Remedies and all of the Bank's rights,
            remedies, powers, privileges, and discretions under any other
            agreement with the Creditor and/or the Borrower shall be cumulative,
            and not alternative or exclusive, and may be exercised by the Bank
            at such time or times and in such order of preference as the Bank in
            its sole discretion may determine. The Bank may proceed with respect
            to the Junior Debt and the Junior Collateral without resort or
            regard to other collateral or sources of satisfaction of the
            Obligations.

      19.   As used herein, the following terms have the following meanings:

      "Obligation" and "Obligations" include, without limitation, all and each
      of the following, whether now existing or hereafter arising:

            (a)   Any and all liabilities, debts, and obligations of the
                  Borrower to the Bank, each of every kind, nature, and
                  description, now existing or hereafter arising, whether under
                  this Agreement, the Loan Agreement, or any other instrument or
                  document furnished to the Bank or any other agreement with the
                  Bank,


                                      -5-
<PAGE>

                  including without limitation, all Obligations as defined in
                  the Loan Agreement.

            (b)   Each obligation to repay all loans, advances, indebtedness,
                  notes, obligations, overdrafts, and amounts now or hereafter
                  at any time owing by the Borrower to the Bank (including all
                  future advances or the like, whether or not given pursuant to
                  a commitment by the Bank), whether or not any of such are
                  liquidated, unliquidated, primary, secondary, secured,
                  unsecured, direct, indirect, absolute, contingent, or of any
                  other type, nature, or description, or by reason of any cause
                  of action which the Bank may hold against the Borrower.

            (c)   All interest, fees, and other amounts which may be charged to
                  the Borrower and/or which may be due from the Borrower to the
                  Bank from time to time; all fees and charges in connection
                  with any account maintained by the Borrower with the Bank or
                  any service rendered by the Bank; and all costs and expenses
                  incurred or paid by the Bank in respect of this Agreement, the
                  Loan Agreement, and any other agreement (whether now existing
                  or hereafter arising) between the Borrower and the Bank or
                  instrument or document heretofore or hereafter furnished by
                  the Borrower to the Bank (including, without limitation, all
                  notes and other obligations of the Borrower now or hereafter
                  assigned to or held by the Bank, each of every kind, nature,
                  and description, and all costs of collection, attorneys' fees,
                  and all court and litigation costs and expenses).

            (d)   Any and all covenants of the Borrower to or with the Bank and
                  any and all obligations of the Borrower to act or to refrain
                  from acting in accordance with the terms, provisions, and
                  covenants of this Agreement and of any other agreement between
                  the Borrower and the Bank (whether now existing or hereafter
                  arising) or instrument or document heretofore or hereafter
                  furnished by the Borrower to the Bank.

      As used herein, the term "indirect" includes, without limitation, all
obligations and liabilities which the Bank may incur or become liable for on
account of, or as a result of any transactions between the Bank and the Borrower
including, without limitation, any which may arise out of any Letter of Credit
or banker's acceptance, or similar instrument issued or obligation incurred by
the Bank for the account of the Borrower; any which may arise out of any action
brought or threatened against the Bank by the Borrower, any guarantor or
endorser of the Obligations of the Borrower, or by any other person in
connection with the Obligations; and any obligation of the Borrower which may
arise as endorser or guarantor of any third party, or as obligor to any third
party which obligation has been endorsed, participated, or assigned to the Bank.
The term "indirect" also refers to any direct or contingent liability of the
Borrower to make payment towards any obligation held by the Bank (including,
without limitation, on account of any industrial revenue bond) to the extent so
held by the Bank.

      The Bank's books and records shall be prima facie evidence of the
Borrower's Obligations.

      "Junior Debt" includes all liabilities, obligations, and indebtedness,
      whether direct or indirect, absolute or contingent, secured or unsecured,
      due or to become, now existing or hereafter arising, owed by the Borrower
      to the Creditor.

      "Junior Collateral" includes all collateral security now or hereafter
      granted by the Borrower or any guarantor to secure all or any portion of
      the Junior Debt.


                                      -6-
<PAGE>

      20.   This Agreement shall be binding upon the Creditor, the Borrower, and
            their respective heirs, executors, administrators, representatives,
            successors, and assigns, and shall inure to the benefit of the Bank,
            and the Bank's successors and assigns.

      21.   It is intended that this Agreement take effect as a sealed
            instrument and be governed by the laws of The Commonwealth of
            Massachusetts. The Creditor and the Borrower each submit to the
            jurisdiction of the courts of said Commonwealth for all purposes in
            connection with this Agreement and their respective relationships
            with the Bank.

      22.   The Borrower and the Creditor each make the following waiver
            knowingly, voluntarily, and intentionally and understand that the
            Bank, in the establishment and maintenance of the Bank's
            relationship with the Borrower, is relying thereon. THE BORROWER AND
            THE CREDITOR RESPECTIVELY TO THE EXTENT ENTITLED THERETO, WAIVE ANY
            PRESENT OR FUTURE RIGHT TO A TRIAL BY JURY IN ANY CASE OR
            CONTROVERSY IN WHICH THE BANK IS OR BECOMES A PARTY (WHETHER SUCH
            CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE BANK OR IN WHICH
            THE BANK IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY
            ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONG OR
            BETWEEN THE BORROWER, THE CREDITOR, ANY SUCH PERSON, AND THE BANK.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -7-
<PAGE>

      The undersigned certify that the undersigned read this Agreement prior to
its execution.


                                     ________________________________________
                                     ("Creditor")
Witness


______________________________       By:_____________________________________

                                     Print Name:_____________________________

                                     Title:__________________________________


Witness
                                     ________________________________________
                                     ("Borrower")

______________________________       By:_____________________________________

                                     Print Name:_____________________________

                                     Title:__________________________________


Witness                              SOVEREIGN BANK
                                     ("Bank")

______________________________       By:_____________________________________

                                     Print Name:_____________________________

                                     Title:__________________________________


                                      -8-

</TEXT>
</DOCUMENT>
