EMERGING VISION INC
SARA V. TRABERMAN SETTLEMENT 4/24/01
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>traberman.txt
<DESCRIPTION>SARA V. TRABERMAN SETTLEMENT 4/24/01
<TEXT>

                    SETTLEMENT AGREEMENT AND GENERAL RELEASE

          THIS   SETTLEMENT   AGREEMENT   AND   GENERAL   RELEASE   (hereinafter
"Agreement"),  made  and  entered  into on the  24th  day of  April,  2001  (the
"Agreement Date"), is by and between SARA V. TRABERMAN (hereinafter "Traberman")
and Emerging Vision,  Inc. f/k/a Sterling Vision, Inc. (together with its wholly
owned subdivisions, hereinafter the "Company").

          WHEREAS, effective May 31, 2001, Traberman submitted a notice of
resignation to the Company on or about March 2, 2001; and

          WHEREAS, each party has asserted certain claims against the other
party and both parties now desire to effect the complete extinguishment of any
actual, asserted or prospective claim against one another.

          NOW, THEREFORE, in consideration of the payment described in Section 2
and other good and valuable consideration, the receipt of which are hereby
acknowledged, the Company and Traberman agree as follows:

1. Entire Agreement. This Agreement and its exhibits constitute the complete and
entire agreement of the parties and supercedes any and all other agreements
between the parties. No oral statement or prior written agreement or matter,
extrinsic of this Agreement, shall have any force or effect, including
Traberman's Employment Agreement dated February 22, 2000 and the amendment to
the Employment Agreement dated February 23, 2000. In executing this Agreement,
the parties are not relying on any representations, promises, warranties,
covenants or undertakings other than those expressly set forth in this
Agreement. Each of the parties acknowledges that none of them has been induced
to execute this Agreement by reason of any representation or promise by or on
behalf of any other party not herein contained, nor by reason of any failure by
or on behalf of any other party to divulge any fact or facts, nor by any fraud,
pressure or undue influence, and that none of the parties will, under any
circumstances, assert or claim any invalidity of this Agreement, or any
provision hereof based upon the foregoing. Traberman acknowledges that the
waivers of contractual rights she has made in this Agreement are knowing,
conscious and voluntary and are made with full appreciation that Traberman is
forever foreclosed from pursuing any of the rights so waived.

2.       Consideration.

a. In consideration for Traberman's execution of, and compliance with, this
Agreement (and subject to Traberman not revoking this Agreement during the
Revocation Period), the Company, in addition to the stock options granted
Traberman pursuant to sub-paragraph (b) of this Section 2, and pursuant to the
allocation set forth in sub-paragraph (c) of this Section 2, shall make a
payment to Traberman in the amount of $750,000.00, plus salary accrued and
unpaid as of the Agreement Date, less applicable payroll deductions and other
withholdings (the "Payment Amount"). This Payment Amount shall be held in escrow
as of the Agreement Date and (subject to Traberman not revoking this Agreement
during the Revocation Period) made to Traberman on the Effective Date (as
defined in Section 17) as set forth in Section 3.

b. Stock Options. Subject to Traberman not revoking this Agreement during the
Revocation Period, all stock options heretofore granted to Traberman by the
Company, including the grant of options to purchase 400,000 shares of the Common
Stock of the Company on February 22, 2000, are hereby cancelled as of the
Effective Date, and, as further consideration for Traberman's execution of the
Agreement, the Company will grant Traberman 125,000 stock options as of the
Effective Date in accordance with the terms of the Non-Qualified Stock Option
Agreement, attached hereto as Exhibit A.

c. Allocation of Payment Amount. The Payment Amount is allocated as follows:
Salary - $298,200 (based on salary payable under the terms of Traberman's
Employment Agreement), plus $7,269.23 (based on the two weeks and two days of
salary accrued and unpaid as of the Agreement Date); and Cancellation of Stock
Options - $451,800 (based on the cancellation of all stock options heretofore
granted to Traberman by the Company, including the grant of options to purchase
400,000 shares of the Common Stock of the Company on February 22, 2000).

d.  Expenses.  Traberman is entitled to  reimbursement  in  accordance  with the
Company's existing business expense reimbursement  policies for all ordinary and
necessary  business  expenses incurred through March 22, 2001 in the performance
of her duties as an officer of the Company  subject to the Company's  receipt of
appropriate documentation thereof by no later than the Effective Date.

e. Non-Competition and Non-Solicitation. Traberman understands that the
Traberman Employment Agreement contains a Non-Competition and Non-Solicitation
provision in favor of the Company (Article 5). Traberman acknowledges that as
further consideration for Traberman's execution of this Agreement, the Company
has agreed, subject to Traberman's execution of this Agreement and compliance
with its terms, effective as of the Effective Date of this Agreement, to release
Traberman from her obligations pursuant to the Non-Competition and
Non-Solicitation provisions of the Employment Agreement, it being specifically
understood and agreed that such release shall in no way be deemed to limit
and/or otherwise release Traberman from her obligation pursuant to Section 7 of
this Agreement.

f. Acknowledgment. Traberman hereby acknowledges that, notwithstanding the
effective date of her resignation, she is entitled to receive salary from the
Company only up to the Agreement Date. Traberman also acknowledges that, as of
the Agreement Date, and upon receipt of the payments and other consideration
described in this Section 2, the Traberman Affiliates (as defined below) have
received all salary, vacation pay and other compensation due from the Company
Affiliates. Traberman also acknowledges and agrees that the payments and
covenants provided pursuant to this Agreement are in full discharge of any and
all liabilities and obligations of the Company to her, monetarily or with
respect to employee benefits or otherwise, including but not limited to any and
all obligations arising under any alleged written or oral employment agreement,
policy, plan or procedure of the Company and/or any alleged understanding or
arrangement between Traberman and the Company and exceed any beneficial or other
thing of value to which she might have otherwise been entitled. The Company
hereby acknowledges and agrees that the payments and covenants provided pursuant
to this Agreement are in full discharge of any and all liabilities and
obligations of Traberman to the Company, monetarily or with respect to any
alleged written or oral employment agreement and/or any alleged understanding or
arrangement between the Company and Traberman.

3.       Payment.

On the  Agreement  Date,  pursuant  to and  subject  to the terms of the  Escrow
Agreement  attached  hereto as Exhibit "B," the Company will deliver the Payment
Amount into an escrow  account  established  at Proskauer  Rose LLP (the "Escrow
Agent") by wire  transfer  made payable to the order of the Escrow  Agent.  Upon
receipt of the Payment Amount,  the Escrow Agent will promptly advise  Traberman
of its receipt by faxing notice to Robert A. Goldstein, Esq., 1350 Avenue of the
Americas,  29th  floor,  New York,  New York 10019  (fax:  212-581-8958)  and to
Traberman (fax: 201.493.9621).  Subject to the terms of the Escrow Agreement, no
later than the close of business on the  Effective  Date,  the Escrow Agent will
initiate  delivery of the Payment Amount by wire transfer to Traberman  pursuant
to the following wiring instructions:  Citibank,  N.A.; New York, New York; ABA#
021000089; Acct.# 37158274; Attn: Elliot Schrieber and Sara V. Traberman.


4.       Releases.

a. For and in consideration of the payments to be made and the promises and
obligations set forth in this Agreement, and subject to the Company's execution
of this Agreement and compliance with its terms, Traberman, on behalf of herself
and her heirs, dependents, executors, administrators, trustees, agents,
attorneys, employees, fiduciaries, legal representatives and assigns, whether
acting as agents for Traberman or in their individual capacities (collectively
together with Traberman hereinafter referred to as the "Traberman Affiliates"),
hereby forever release and discharge the Company and any of their parent
corporations, their past and/or present subsidiaries, divisions, affiliated
entities, successors and assigns, and all of its or their past and/or present
officers, agents, attorneys, employees, fiduciaries, trustees, administrators
and assigns, whether acting as agents for the Company or in their individual
capacities (collectively together with the Company hereinafter referred to
herein as the "Company Affiliates"), from any and all claims, demands, causes of
action, fees and liabilities of any kind whatsoever, whether known or unknown,
which any of the Traberman Affiliates ever had, now have, or hereafter may have
against any of the Company Affiliates by reason of any actual or alleged act,
omission, transaction, practice, conduct, statement, occurrence, or other matter
up to and including the date Traberman signs this Agreement.

b. Without limiting the generality of the foregoing, the Traberman Affiliates
release and discharge the Company Affiliates from: (i) any claim under Title VII
of the Civil Rights Act, the Americans with Disabilities Act, the Texas Labor
Code, the Texas Employment Discrimination Law, and the Texas Disability
Discrimination Law, the New York State Human Rights Law, the New York City
Administrative Code, and/or any other federal, state or local law (statutory or
decisional) or ordinance prohibiting employment discrimination; (ii) any claim
under the Family and Medical Leave Act ("FMLA"); (iii) any claim under the
Employee Retirement Income Security Act of 1974 ("ERISA"), except for claims for
accrued, vested benefits under any employee benefit pension plan of the Company;
(iv) any claim under the Age Discrimination in Employment Act ("ADEA"); (v) any
claim for breach of contract (express or implied), fraud, wrongful or
constructive discharge, retaliatory discharge, emotional distress or
compensatory or punitive damages; (vi) any claim in connection with, related to,
or arising out of Traberman's employment with the Company, the terms and
conditions of Traberman's employment, the separation or termination of such
employment, any of the events relating directly or indirectly to or surrounding
that separation or termination, and/or any other agreement, understanding,
relationship or arrangement with the Company; and (vii) any claim for attorneys'
fees, costs, disbursements and the like; which any of the Traberman Affiliates
ever had, now have, or hereafter may have against any of the Company Affiliates
by reason of any actual or alleged act, omission, transaction, practice,
conduct, statement, occurrence, or other matter up to and including the date on
which Traberman signs this Agreement.

c. Traberman acknowledges and agrees that by virtue of the foregoing, she has
waived any relief available to the Traberman Affiliates (including without
limitation, monetary damages, equitable relief and reinstatement) under any of
the claims and/or causes of action waived in this Section 4. Therefore,
Traberman agrees that the Traberman Affiliates will not seek or accept any award
or settlement arising from any source or proceeding (including but not limited
to any proceeding brought by any other person or by any government agency and
excluding any award or settlement from a claim under the ADEA) with respect to
any claim or right waived in this Agreement. If, notwithstanding the foregoing
promises, any of the Traberman Affiliates sues or commences any proceeding
against the Company Affiliates (unless compelled by legal process or court order
and excluding a claim under the ADEA), Traberman shall be required, to the
maximum extent permitted by law, to indemnify and hold harmless the Company
Affiliates from and against any and all demands, assessments, judgments, costs,
damages, losses and liabilities, and attorneys' fees and other expenses which
result from, or are incident to, such suit or proceeding.

d. For and in consideration of the promises and obligations set forth in the
Agreement, and subject to Traberman's execution of this Agreement and compliance
with its terms, the Company Affiliates hereby forever release and discharge all
of the Traberman Affiliates from any and all claims, demands, causes of action,
fees and liabilities of any kind whatsoever (upon any legal or equitable theory,
whether contractual, common-law, statutory, federal, state, local, or
otherwise), whether known or unknown, which any of the Company Affiliates ever
had, now have or hereafter may have against any of the Traberman Affiliates by
reason of any actual or alleged act, omission, transaction, practice, conduct,
statement, occurrence or other matter arising out of her employment with the
Company, up to and including the date of the execution of this Agreement.

e. The Company acknowledges and agrees that by virtue of the foregoing, the
Company has waived any relief available to the Company (including without
limitation, monetary damages and equitable relief) under any of the claims
and/or causes of action waived in this Section 4. Therefore, the Company agrees
that the Company Affiliates will not seek or accept any award or settlement from
any source or proceeding (including but not limited to any proceeding brought by
any other person or by any government agency) with respect to any claim or right
waived in this Agreement. The Company further agrees, to the maximum extent
permitted by law, that the Company Affiliates will not sue or commence any
proceeding (judicial or administrative), or participate in any action, suit or
proceeding (unless compelled by legal process or court order), against any of
the Traberman Affiliates, with respect to any claim released herein. The Company
also warrants and represents that as of the date the Company signs this
Agreement, none of the Company Affiliates has taken or engaged in any of the
acts described in the foregoing sentences. If, notwithstanding the foregoing
promises, any of the Company Affiliates violates this Section 4, the Company
shall be required, to the maximum extent permitted by law, to indemnify and hold
harmless the Traberman Affiliates from and against any and all demands,
assessments, judgments, costs, damages, losses and liabilities, and attorneys'
fees and other expenses which result from, or are incident to, such violation.

f. The parties agree that Traberman and Balfour Investors Incorporated and Jay
Goldsmith will each provide the other mutual general releases in the form
annexed to this Agreement as Exhibit "C."

5.       Covenant Not To Sue.

a. Except as to Traberman's rights to enforce the terms of this Agreement and to
exercise her rights to the stock options issued pursuant to this Agreement,
Traberman agrees, to the extent permitted by law, that she will not commence,
maintain, prosecute, initiate, or instigate any investigation, action or
proceeding of any kind (including administrative or court proceedings) against
the Company Affiliates with respect to any act, omission, transaction or
occurrence from the beginning of the world up to and including the date of this
Agreement (excluding claims under the ADEA). Traberman warrants and represents
that none of the Traberman Affiliates has commenced, or been party to, any
action or proceeding or court complaints or proceedings of any kind (on their
own behalf and/or on behalf of any other person and/or as a member of any class
of persons) against or involving any of the Company Affiliates.

b. Except as to the Company's right to enforce the terms of this Agreement, the
Company agrees, to the extent permitted by law, that the Company will not
commence, maintain, prosecute, initiate, or instigate any investigation, action
or proceeding of any kind (including administrative or court proceedings)
against the Traberman Affiliates with respect to any act, omission, transaction
or occurrence from the beginning of the world up to and including the date of
this. The Company warrants and represents that none of the Company Affiliates
have commenced, or been party to, any action or proceeding or court complaints
or proceedings of any kind (on their own behalf and/or on behalf of any other
person and/or as a member of any class of persons) against or involving any of
the Company Affiliates.

6.       Non-Disparagement.

a. Traberman hereby agrees not to make any statements (orally or in writing) or
take any actions, which in any way disparage, or which could harm the reputation
or goodwill of the Company or any of the other Releasees, or in any way,
directly or indirectly, cause, encourage or condone the making of such
statements or the taking of such actions by anyone else.

b. The Company hereby agrees that its officers and directors will not make any
statements or take any actions, which in any way disparage, or which could harm
the reputation of Traberman, or in any way, directly or indirectly, cause,
encourage or condone the making of such statements or the taking of such actions
by anyone else.

7.       Confidential and Proprietary Information.

7.1. Company Property. All information, data, computer and/or source code or
programs, databases or other information that Traberman has created, learned or
generated for the Company while employed belongs to the Company. Traberman
hereby represents that she has returned all information, documents, electronic
files, electronic records and databases, and all copies of such information that
Traberman received, created, learned or generated as an employee of the Company
by the Effective Date and that she will not make use of such property for any
purpose other than pursuant to this Agreement. Traberman agrees that she will
return to the Company all copies of the Company's Confidential Information
(defined below) that she locates in the future.

7.2. Confidential Information. Traberman acknowledges that, during the course of
her employment with the Company, she had access to information relating to the
Company's business that provides the Company with a competitive advantage (or
that could be used to the Company's disadvantage by a competitor), that is not
generally known by persons not employed by the Company and that could not easily
be learned or determinated by someone outside the Company ("Confidential
Information"). Confidential Information includes, but is not limited to:

i.       the identity of the Company's past, present and prospective clients;
ii.      the Company's products and its pricing of those products;
iii.     the identity of suppliers from which the Company  obtains  products for
         its  clients,  and the  terms  and  conditions  on  which  the  Company
         transacts business with those suppliers;
iv.      the types of services the Company  provides and the Company's  internal
         corporate policies related to those services;
v.       the individual services purchased by or for the Company's clients;
vi.      the  individual   specifications  or  characteristics  of  products  or
         services ordered by the Company's clients;
vii.     the Company's business strategies;
viii.    confidential  information,  including  names,  addresses  and telephone
         numbers of the Company's  clients and the  Company's  contacts at those
         clients;
ix.      the  transactions  in which the  Company's  clients  are engaged or are
         considering engaging;
x.       information   concerning   the   Company's   financial   condition  and
         performance and the compensation paid to its other employees.

Confidential Information shall not, however, include information that is or
becomes generally known outside the Company through no act or failure to act by
Traberman.

7.3. Duty Of Confidentiality. Traberman agrees to use her best efforts to
maintain the confidentiality of the Confidential Information and to safeguard
such Confidential Information. Traberman also agrees that she will not directly
or indirectly use or disclose such Confidential Information. The rights set
forth herein are in addition to all rights the Company may have under the common
law or applicable statutory laws relating to the protection of trade secrets.

7.4. Injunctive Remedies. Traberman acknowledges and agrees that monetary
damages will not be an adequate remedy for a breach by Traberman of any of the
provisions of this Agreement and that irreparable injury will result to the
Company, and its business and property, in the event of such a breach.
Accordingly, Traberman acknowledges that the Company may, in addition to
recovering legal damages, including lost revenues, take appropriate actions to
enjoin Traberman from violating Section 7 of this Agreement.

7.5. Exclusions. Anything to the contrary herein notwithstanding, Traberman's
obligations with respect to Confidential Information under Sections 7.1 and 7.3
above shall not apply to any Confidential Information that in whole or in part:
(a) Traberman solely or jointly conceived, developed, authored, reduced to
practice or otherwise produced prior to her employment by the Company; (b) was
developed entirely on her own time; (c) as to which no equipment, supplies,
facility, services, or trade secret information of Company were used in its
development; (d) does not relate (i) directly to the retail optical business of
Company or (ii) to the actual or demonstrably anticipated business, research or
development of Company relative to the retail optical business; or (e) does not
result from any work performed by Traberman for Company.

8.       Litigation.

a. Each party agrees that they will cooperate with the other party and/or its
affiliates and their counsel in connection with any investigation,
administrative proceeding or litigation relating to any matter that occurred
during the period of time in which Traberman was employed by the Company, in
which the party was involved or of which the party has knowledge.

b. Each party agrees that, in the event that they are subpoenaed by any person
or entity (including, but not limited to, any government agency) to provide
documents or to give testimony (in a deposition, court proceeding or otherwise)
which in any way relates to or arose from Traberman's employment by the Company
and/or its affiliates, that party will give prompt written notice of such
request to counsel of record for the other party (the Company's Chief Executive
Officer, or his designee, for the Company and Robert A. Goldstein, Esq., 1350
Avenue of the Americas, 29th floor, New York, New York 10019 (fax: 212-581-8958)
for Traberman) and will make no disclosure until the other party and/or its
affiliates have had a reasonable opportunity to contest the right of the
requesting person or entity to such disclosure, unless they are otherwise
compelled to do so by law.

c. The Company will reimburse Traberman for any reasonable expenses incurred as
a result of her cooperation pursuant to this paragraph, provided Traberman
supplies appropriate documentation of such expenses.

9. Non-Waiver. The waiver by either party of any breach by the other party of
any provision of this Agreement shall not operate or be construed as a waiver of
the waiving party's rights upon any subsequent breach.

10. Successors and Assigns. The rights and obligations of the parties under this
Agreement  shall  inure to the  benefit  of and  shall  be  binding  upon  their
respective successors and assigns.

11. Amendment or  Modifications.  No amendment or modification of this Agreement
or of any covenant,  condition or limitation of this Agreement, shall be binding
and valid unless  contained in a writing executed by Traberman and an authorized
representative  of the Company.  No evidence of any  amendment  or  modification
shall be offered or received in evidence in any  proceeding  between the parties
hereto  arising out of or effecting  this Agreement or the rights or obligations
or any party hereunder,  unless such amendment or modification is in writing and
duly executed by Traberman and an authorized  representative of the Company.  It
is further agreed that the provisions of this Section may not be waived.

12.  Governing  Law.  This  Agreement  shall be governed  by,  interpreted,  and
construed in accordance with the laws of the State of New York.

13. Attorney Fees. The Company agrees to pay Traberman's  reasonable  attorney's
fees in connection with this matter up to $10,000.

14. Jurisdiction. With the exception of a claim for injunctive relief, for which
jurisdiction  shall be reserved in the federal  and/or  state courts in New York
County and with respect to which the parties  consent to personal  jurisdiction,
any  controversy  or claim  arising out of or relating to this  Agreement or the
breach  thereof shall be settled by  arbitration,  in the County of New York, in
accordance  with the Employment  Rules of the American  Arbitration  Association
(the "AAA") as then in effect. The decision of the arbitrator(s)  shall be final
and binding on the parties  hereto and judgment  upon the award  rendered by the
arbitrator(s) may be entered in any court having  jurisdiction  thereof.  To the
extent permitted by law, the prevailing party will be entitled to all reasonable
attorneys' fees and costs incurred in such arbitration.

15.  Severability  &  Construction.  Upon any  finding  by a court or  agency of
competent  jurisdiction  that the release  and  covenants  provided  for in this
Agreement are illegal,  void, or  unenforceable,  each party agrees that, at the
reasonable  request of the other  party,  to execute a  release,  waiver  and/or
covenant that is legal and enforceable.  Further,  with the exception of a claim
under  the ADEA,  if any of the  Traberman  Affiliates  seeks to  challenge  the
validity  of or  otherwise  vitiate  this  Agreement  or any  provision  thereof
(including,  without  limitation,  Section 4),  Traberman  shall, to the maximum
extent  permitted  by law, be required to  immediately  repay to the Company the
amount paid to Traberman pursuant to this Agreement. Additionally, if any of the
Company  Affiliates seeks to challenge the validity of or otherwise vitiate this
Agreement or any provision thereof (including,  without limitation,  Section 4),
the Company  shall be required  to  immediately  pay to all monies due and owing
under the Employment Agreement.


16.      Voluntary Agreement.

a. Traberman acknowledges that: (a) she has carefully read this Agreement in its
entirety; (b) she has been advised by Releasees in writing to consult with an
attorney of her choosing in connection with this Release; (d) she fully
understands the significance of all of the terms and conditions of this Release;
(e) she has discussed it with her independent legal counsel, or has had a
reasonable opportunity to do so; (f) she has had answered to her satisfaction
any questions she has asked with regard to the meaning and significance of any
of the provisions of this Release; and (g) she is signing this Release
voluntarily and of her own free will and assents to all the terms and conditions
contained herein.

b. The Company acknowledges that: (a) it has carefully read this Agreement in
its entirety; (b) it has had an opportunity to consider fully the terms and
conditions of this Agreement and it fully understands the significance of all
such terms and conditions; (c) it has been represented by its independent legal
counsel and has discussed the terms and conditions of this Agreement with such
counsel; and (d) it is signing this Agreement voluntarily and of its own free
will and assents to all the terms and conditions contained herein.

17. Consideration and Revocation Periods. Traberman understands that she will
have at least 21 days (the "Consideration Period") from the date of receipt of
this Agreement to consider the terms and conditions of this Agreement. Traberman
may accept this Agreement by signing it and returning it to: Emerging Vision,
Inc., 1500 Hempstead Turnpike, East Meadow, NY 11554, Attn: George Papadopoulos,
with a copy to Proskauer Rose LLP, 1585 Broadway, New York, NY 10036, Attn:
Christopher Kelly (fax: 212.969.2900). After executing this Agreement, Traberman
shall have seven days (the "Revocation Period") to revoke this Agreement by
indicating her desire to do so in writing delivered to George Papadopoulos at
his address above (or by fax at 516.390.2140) and to Christopher Kelly at his
address above (or by fax at 212.969.2900) by no later than 5:00 pm on the
seventh day after the date she signs this Agreement. The effective date of this
Agreement shall be the eighth day after Traberman signs the Agreement (the
"Effective Date"). If the last day of the Consideration Period or Revocation
Period falls on a Saturday, Sunday or holiday, the last day of the Consideration
Period or Revocation Period, as applicable, will be deemed to be the next
business day. In the event Traberman does not accept this Agreement as set forth
above, or in the event she revokes this Agreement during the Revocation Period,
this Agreement, and the transactions contemplated hereby, including but not
limited to the obligation of the Company to provide the payment and other
benefits provided herein (including, but not limited to the payment referred to
in Sections 2 and 3 above), shall be deemed automatically null and void.


Dated:____________________                  __________________________
Sara V. Traberman


Witness
Name:


Emerging Vision, Inc.

Dated:____________________                  __________________________
By:
Its:

Witness
Name:


<PAGE>



                                                                       EXHIBIT A

                      NON-QUALIFIED STOCK OPTION AGREEMENT


Emerging Vision, Inc.
1500 Hempstead Turnpike
East Meadow, New York 11554


                                                                  April 24, 2001

Ms. Sara V. Traberman
81 Avondale Road
Ridgewood, NJ 07450

Dear Ms. Traberman:

                  This Agreement confirms Emerging Vision, Inc.'s (the
"Company") grant of a Non-Qualified Stock Option to you effective as of April
24, 2001, under the Emerging Vision, Inc. 1995 Stock Incentive Plan (the
"Plan"), upon the following terms and conditions:

1.  Grant of  Option.  Pursuant  to the  action  of the  Company's  Compensation
Committee,  the  Company  hereby  grants  to you a  Non-Qualified  Stock  Option
(hereinafter referred to as the "Option") to purchase,  subject to the terms and
conditions  hereinafter  set forth,  125,000  shares of the Common  Stock of the
Company (the "Common Shares"), at a per share purchase price equal to $0.29 (the
"Purchase Price").  The number of shares under the Option and the Purchase Price
thereof  shall be adjusted by the  Committee,  and you shall be entitled to such
adjustment,  upon the  occurrence  of any event  described in Section 2.4 of the
Plan.  An equitable  adjustment  shall be  determined  by the  Committee in good
faith.

2. Times of Exercise and Term of the Option. The Option shall be exercisable for
all of the  Common  Shares.  If fewer  than the  number  of Common  Shares  then
available  for purchase  pursuant to the Option are  purchased at any time under
this Agreement,  you may purchase the remaining  Common Shares at any subsequent
time during the term of the  Option.  The Option is for a term of five years and
shall expire, in its entirety, on April 24, 2006 (the "Option Expiration Date").
The Option shall not terminate prior to the Option Termination Date by reason of
the  termination  of  your  employment.  The  Option  may not be  exercised  for
fractional shares.

Notation  of any  partial  exercise  will be made by the  Company on  Schedule 1
annexed hereto.

3. Method of Exercise  and  Payment.  Exercise of the Option shall be by written
notice,  in a form  substantially  as attached to this  Agreement as Schedule A,
delivered  or mailed to the  Secretary  of the Company at its  principal  office
specifying the number of Common Shares as to which the Option is being exercised
and identifying the Option by date of grant. Such notice shall be accompanied by
the full  amount  of the  Option  exercise  price  for the  Common  Shares to be
purchased  in cash or by  certified  check or, if approved  by the  Compensation
Committee,  in its sole and absolute discretion,  by delivery of your promissory
note payable to the Company,  or by delivery of whole Common Shares owned by you
("Optionee  Stock") in full or partial payment of the exercise  price.  You will
receive a credit against the purchase price of the Common Shares as to which the
Option is being  exercised  equal to the Fair  Market  Value (as  defined in the
Plan) of such  Optionee  Stock as of the close of the business  day  immediately
preceding the date of delivery of the notice of election to exercise the Option.
Any Common Shares of Optionee  Stock being  delivered  must be  accompanied by a
duly  executed  assignment  to the  Company,  in  blank,  or with  stock  powers
attached,  together  with a written  representation  that such Common  Shares of
Optionee  Stock  are  owned by you,  free and  clear of all  liens,  claims  and
encumbrances,  and such other  representations  as the Company shall  reasonably
determine.  Only whole Common Shares of Optionee  Stock with a Fair Market Value
up to, but not  exceeding,  the Purchase  Price of the Common Shares as to which
the Option is being exercised will be accepted hereunder. Delivery of the Common
Shares of  Optionee  Stock may be made at the  office of the  Company  or at the
offices of the transfer agent  appointed for the transfer of the Common Stock of
the Company.

It shall be a condition to the  Company's  obligation  to deliver  Common Shares
upon  exercise  of any  portion of the Option  that you pay,  or make  provision
satisfactory  to the  Company for the payment of, any taxes which the Company is
obligated to withhold or collect with respect to such exercise or otherwise with
respect to the Option.

4. Incorporation of Plan Provisions. This Agreement is made pursuant to the Plan
and is subject to all the terms and  provisions of such Plan as if the same were
fully  set  forth  herein,  and  receipt  of a  copy  of  such  Plan  is  hereby
acknowledged.  Capitalized  terms not  otherwise  defined  herein shall have the
meanings set forth for such terms in the Plan.

5.  Shareholder  Rights.  You  shall  not be,  nor  have  any of the  rights  or
privileges  of, a holder  of Common  Shares  in  respect  of any  Common  Shares
purchasable  upon the  exercise of the Option,  including  any rights  regarding
voting or payment of dividends, unless and until a certificate representing such
Shares has been, or pursuant to the Plan is required to be, delivered to you.

6.  Non-Transferability.  This  Option  may  not be  transferred  in any  manner
otherwise than by will or the laws of descent and distribution.

7. Securities Law Requirements. You hereby acknowledge that in the event the
Registration Statement (pursuant to which the Common Shares were registered
under the Securities Act of 1933, as amended (the "Act") is not then effective,
no Common Shares issuable upon the exercise of the Option shall be issued and
delivered unless and until there shall have been full compliance with all
applicable requirements of the Act and any other requirements of law or of any
regulatory body having jurisdiction over such issuance and delivery
(collectively, the "Securities Laws"). Without limiting the foregoing, you
hereby agree that you will not sell or transfer any Common Shares subject to the
Option unless and until there shall have been full compliance, by you, with the
Securities Laws.

8.  Miscellaneous.  This  Agreement:  (a) shall be binding upon and inure to the
benefit of any successor of the Company and your successors, assigns and estate,
including your executors,  administrators and trustees; (b) SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE  LAWS OF THE UNITED STATES;
and (c) may not be amended except in writing.

It is your intent and that of the Company that this  Non-Qualified  Stock Option
is not  classified  as an  Incentive  Stock Option and that any  ambiguities  in
construction shall be interpreted in order to effectuate such intent.

To confirm your acceptance of the foregoing,  please sign and return one copy of
this Agreement to: Emerging Vision, Inc., 1500 Hempstead Turnpike,  East Meadow,
New York 11554.

                                            EMERGING VISION, INC.


                                            By:____________________________
                                               George D. Papadopoulos
                                               Senior Vice President and
                                               Chief Financial Officer


AGREED:

__________________________________
Sara V. Traberman


Date:____________________________



<PAGE>



SCHEDULE A

STOCK OPTION EXERCISE FORM

-------------------------
(Date)

Emerging Vision, Inc.
1500 Hempstead Turnpike
East Meadow, NY 11554
Attn: Secretary

Dear Sirs:

          The  undersigned   elects  to  exercise  his/her  Option  to  purchase
___________ shares, $.01 par value, of the Common Stock of Emerging Vision, Inc.
(f/k/a Sterling  Vision,  Inc.;  hereinafter the "Company) under and pursuant to
the Non-Qualified  Stock Option Agreement (the "Agreement")  between the Company
and the undersigned dated as of ____________________.

         Delivered herewith in payment of the option price is:

i.       a certified check, in the amount of $_______________ and/or

ii/.     certificate(s) for _________ shares of Common Stock
         of the Company, valued at $____________ per share,
         with appropriate stock powers attached thereto, which
         shares are owned by the undersigned free and clear of
         all liens, claims and encumbrances.

         If the shares of the Company's Common Stock to be delivered to the
undersigned upon this exercise of the Option granted under the Agreement are not
subject to a current registration statement filed under the Securities Act of
1933, as amended (the "Act"), the undersigned hereby represents and agrees that
all of the shares of Common Stock being purchased hereunder are being acquired
for investment purposes only, and not with a view to the sale or distribution
thereof, and that the undersigned understands that such shares of Common Stock
are not currently registered under the Act and may not be sold, pledged,
hypothecated, alienated or otherwise assigned or transferred in the absence of
registration under the Act or an opinion of counsel which opinion is reasonably
satisfactory to the Company, to the effect that such registration is not
required.

                                           Very truly yours,


                                           ____________________
                                           Optionee



<PAGE>





                                                                       EXHIBIT B

                                ESCROW AGREEMENT

Dated: April 24, 2001


          The parties to this  agreement  are Sara V.  Traberman  ("Traberman"),
Emerging Vision, Inc. ("EVI") and Proskauer Rose LLP (the "Escrow Agent").

          Traberman and EVI have entered into a Settlement Agreement and General
Release dated April 24, 2001 (the "Settlement Agreement") (all capitalized terms
used but not otherwise  defined herein have the meanings  ascribed to such terms
in the Settlement Agreement);

          According to Section 3 of the Settlement Agreement:

          On the Agreement Date,  pursuant to and subject to the terms
     of the  Escrow  Agreement  attached  hereto as  Exhibit  "B," the
     Company  will deliver the Payment  Amount into an escrow  account
     established  at Proskauer  Rose LLP (the "Escrow  Agent") by wire
     transfer  made  payable  to the order of the Escrow  Agent.  Upon
     receipt of the Payment  Amount,  the Escrow  Agent will  promptly
     advise  Traberman  of its  receipt by faxing  notice to Robert A.
     Goldstein,  Esq.,  1350 Avenue of the Americas,  29th floor,  New
     York, New York 10019 (fax:  212-581-8958)  and to Traberman (fax:
     201.493.9621).  Subject to the terms of the Escrow Agreement,  no
     later  than the close of  business  on the  Effective  Date,  the
     Escrow Agent will initiate delivery of the Payment Amount by wire
     transfer  to   Traberman   pursuant  to  the   following   wiring
     instructions: Citibank, N.A.; New York, New York; ABA# 021000089;
     Acct.# 37158274; Attn: Elliot Schrieber and Sara V. Traberman.

                  Accordingly, the parties agree as follows:

                  1.       Appointment of Escrow Agent.
                           ---------------------------

          Traberman  and EVI appoint  Proskauer  Rose LLP as Escrow  Agent,  and
Proskauer  Rose LLP accepts that  appointment  and agrees to hold and dispose of
the Escrow  Deposit  (as  defined  below) in  accordance  with the terms of this
agreement.   The  Escrow  Agent  acknowledges   receipt,  by  wire  transfer  of
immediately available funds, of the Payment Amount (the "Escrow Deposit").

                  2.       Investment.
                           ----------

          The Escrow  Deposit may be  deposited by the Escrow Agent in Citibank,
N.A.  or such other bank as the Escrow  Agent may select.  The Escrow  Agent may
(but shall not be required to) invest and reinvest the Escrow Amount in interest
bearing account or "money market" account of banks or trust companies  organized
in the United States  having a minimum net worth of $200 million,  with maturity
dates prior to the Effective Date.


<PAGE>


                  3.       Release of Escrow Deposit.
                           -------------------------

          (a) The Escrow Agent shall deliver the Escrow Deposit as follows:

          If  Traberman  does not revoke  the  Settlement  Agreement  within the
Revocation  Period,  the Escrow Agent initiate delivery of the Escrow Deposit to
Traberman on the Effective  Date in accordance  with Section 3 of the Settlement
Agreement.

          If  Traberman  does  revoke  the  Settlement   Agreement   within  the
Revocation  Period,  the Escrow  Agent  shall  initiate  delivery  of the Escrow
Deposit to EVI on the Effective Date.

          (b) Upon any delivery or deposit of the Escrow  Deposit as provided in
this  Section 3, the Escrow  Agent shall be  released  and  discharged  from any
further obligation under this agreement.

                  4.       Notices.
                           -------

          All notices,  instructions,  objections or other  communications under
this agreement shall be in writing and shall be deemed given when sent by United
States registered mail, return receipt  requested,  to the respective parties at
the  following  addresses  (or at such other  address as a party may  specify by
notice given in accordance with this paragraph):

         If to EVI:

                  Emerging Vision, Inc.
                  1500 Hempstead Turnpike
                  East Meadow, NY  11554
                  Facsimile: 516.390.2140
                  Attention: George Papadopoulos

         with a copy to:

                  Proskauer Rose LLP
                  1585 Broadway
                  New York, New York 10036
                  Attention: Christopher Kelly, Esq.
                  Facsimile:  212.969.2900

         If to Traberman:

                  Robert A. Goldstein, Esq.
                  1350 Avenue of the Americas, 29th Floor
                  New York, NY 10019
                  Facsimile: 212.581.8958

         If to the Escrow Agent:

                  Proskauer Rose LLP
                  1585 Broadway
                  New York, New York 10036
                  Attention: Christopher Kelly, Esq.
                  Facsimile:  212.969.2900

                  5.       Miscellaneous.
                           -------------

          (a) The Escrow Agent shall serve under this agreement without fee.

          (b) If any  provision of this  agreement is determined by any court of
competent  jurisdiction to be invalid or  unenforceable  in any jurisdiction the
remaining  provisions of this agreement shall not be affected  thereby,  and the
invalidity  or  unenforceability  in any  jurisdiction  shall not  invalidate or
render unenforceable that provision in any other jurisdiction. It is understood,
however,  that the parties  intend each  provision of this agreement to be valid
and enforceable and each of them waives all rights to object to any provision of
this agreement.

          (c) This  agreement  shall be  binding  upon and  inure  solely to the
benefit of the parties and their  respective  successors and permitted  assigns,
and shall not be enforceable  by or inure to the benefit of any third party.  No
party may assign its rights or obligations  under this agreement or any interest
in the Escrow Deposit without the written consent of the other parties,  and any
other purported  assignment shall be void. In no event shall the Escrow Agent be
required to act upon,  or be bound by, any  notice,  instruction,  objection  or
other  communication given by a person other than, nor shall the Escrow Agent be
required to deliver the Escrow  Deposit to any person other than,  Traberman and
EVI.

          (d) This agreement shall be governed by, interpreted, and construed in
accordance with the laws of the State of New York.

          (e) The courts of New York State and the United States District Courts
for New York shall have exclusive jurisdiction over the parties (and the subject
matter)  with  respect  to  any  dispute  or  controversy  arising  under  or in
connection with this  agreement.  A summons or complaint or other process in any
such action or proceeding  served by mail in  accordance  with Section 4 of this
agreement  or in such other manner as may be permitted by law shall be valid and
sufficient service.

          (f)  This  agreement  contains  a  complete  statement  of  all of the
arrangements  among the parties with respect to its subject matter and cannot be
changed or terminated orally. Any waiver must be in writing.

          (g) This agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument.

          (h) The Section  headings used herein are for convenience of reference
only and shall not affect the construction or interpretation of this agreement.

EVI:                       EMERGING VISION, INC.


                              By:
                                 --------------------------------
                                 Name:
                                 Title:


Traberman:                    By:
                                 --------------------------------
                                 Name: Sara V. Traberman


Escrow Agent:                               PROSKAUER ROSE LLP


                              By:
                                 ---------------------------------
                                 Name:
                                 Title:




<PAGE>
                                                                       EXHIBIT C



                                 MUTUAL RELEASE


          This Mutual Release ("Release") is entered into effective April 24th,
2001 (the "Effective Date"), by and between Balfour Investors Incorporated
("Balfour") and Jay Goldsmith ("Goldsmith") on one hand (collectively, the
"Consultants"), and Sara V. Traberman ("Traberman") on the other hand.


                                    RECITAL:

Both parties desire to effect the complete extinguishment of any actual,
asserted or prospective claim against one another that particularly relates or
arrives from their respective relationships with Emerging Vision, Inc.
Therefore, in consideration of the payment of One Dollar ($1.00), and other good
and valuable consideration, in hand paid, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

1.   This Release is subject to and conditional upon the receipt, prior to April
     ___, 2001, by Traberman's counsel,  Robert A. Goldstein,  Esq., 1350 Avenue
     of the Americas,  29th floor, New York, New York 10019 (Fax:  212.581.8958)
     of  facsimiles  of executed  counterparts  of this Release from Balfour and
     Goldsmith.

2.   The Consultants do hereby release,  cancel,  forgive and forever  discharge
     Traberman  from  each of her  predecessors,  parent  corporations,  holding
     companies,  subsidiaries,  affiliates,  divisions,  heirs,  successors  and
     assigns,  and all of  their  officers,  directors,  employees,  agents  and
     attorneys  from  all  actions,  claims,  demands,   damages,   obligations,
     liabilities,   controversies   and  executions,   of  any  kind  or  nature
     whatsoever,  whether known or unknown, whether suspected or not, which have
     arisen,  or may have  arisen,  or shall  arise by reason of the  referenced
     matter  from the first day of the  world,  including  this day and each day
     hereafter,  and the Consultants do specifically waive any claim or right to
     assert  any cause of action  or  alleged  case of action or claim or demand
     which has, through oversight or error  intentionally or  unintentionally or
     through a mutual mistake, been omitted from this Release.

3.   Traberman does hereby release,  cancel,  forgive and forever  discharge the
     Consultants,  each of  their  predecessors,  parent  corporations,  holding
     companies,  subsidiaries,  affiliates,  divisions,  heirs,  successors  and
     assigns,  and all of  their  officers,  directors,  employees,  agents  and
     attorneys  from  all  actions,  claims,  demands,   damages,   obligations,
     liabilities,   controversies   and  executions,   of  any  kind  or  nature
     whatsoever,  whether known or unknown, whether suspected or not, which have
     arisen,  or may have  arisen,  or shall  arise by reason of the  referenced
     matter  from the first day of the  world,  including  this day and each day
     hereafter,  and  Traberman  does  specifically  waive any claim or right to
     assert  any cause of action  or  alleged  case of action or claim or demand
     which has, through oversight or error  intentionally or  unintentionally or
     through a mutual mistake, been omitted from this Release.

4.   The  provisions  of this  Release  must  be  read  as a  whole  and are not
     severable and/or separately enforceable by any party hereto.

5.   The parties  agree that this Release  shall be governed for all purposes by
     the laws of the State of New York as such laws apply to contracts performed
     within the State of New York by its residents and that exclusive  venue and
     exclusive personal  jurisdiction for any action arising out of this Release
     shall lie in state or  federal  courts in the State and County of New York,
     and with respect to which the parties consent to personal jurisdiction.

IN WITNESS WHEREOF, the undersigned have executed this Release in multiple
counterparts as of the Effective Date.


SARA V. TRABERMAN



--------------------------------
Signature


BALFOUR INVESTORS, INC.


--------------------------------
Signature

--------------------------------
Print Name

--------------------------------
Title


JAY GOLDSMITH


--------------------------------
Signature


</TEXT>
</DOCUMENT>
