U S VISION INC
U.S. VISION, INC. COMMON STOCK PURCHASE WARRANT
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>2
<FILENAME>w40293ex10-15.txt
<DESCRIPTION>U.S. VISION, INC. COMMON STOCK PURCHASE WARRANT
<TEXT>

<PAGE>   1
                                                                   Exhibit 10.15

NEITHER THIS WARRANT NOR ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT (THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

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

                                U.S. VISION, INC.
                          COMMON STOCK PURCHASE WARRANT

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


          Name of holder:            ______________ ("Warrantholder").

          Number of shares:          ______________ ("Warrant Shares").

          Purchase price per share:  $_____________ ("Exercise Price").

          Expiration Date:           ______________ ("Expiration Date").


         This certifies that, for good and valuable consideration, U.S. Vision,
Inc., a Delaware corporation ("USV"), grants to the Warrantholder, the right to
subscribe for and purchase from USV validly issued, fully paid and nonassessable
Warrant Shares of USV's Common Stock, par value $.01 per share (the "Common
Stock"), at the Exercise Price, at any time prior to the Expiration Date, all
subject to the terms, conditions and adjustments herein set forth. This Warrant
is issued in connection with and pursuant to the terms of the 2000 Director
Compensation Plan (the "Plan").

         1.     EXERCISE OF WARRANT.

                1.1 Exercise of Warrant. This Warrant may be exercised, in whole
or in part, at any time or from time to time prior to the Expiration Date, by
surrendering to USV at its principal office this Warrant, with an exercise form
in the form attached hereto as Exhibit A duly executed by the Warrantholder and
accompanied by payment of the Exercise Price for the number of shares of Common
Stock specified in such Exercise Form.

                1.2 Cashless Exercise. In lieu of the payment of the Exercise
Price, the Warrantholder shall have the right (but not the obligation) to
require USV to convert this Warrant, in whole or in part, into shares of Common
Stock (the "Conversion Right") as provided for in this

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Section 1.2. Upon exercise of the Conversion Right, USV shall deliver to the
Warrantholder (without payment by the Warrantholder of any of the Exercise
Price) that number of shares of Common Stock equal to the product of the number
of shares of Common Stock issuable upon exercise of the Warrant (or the portion
thereof as to which the exercise relates) multiplied by a fraction: (a) the
numerator of which shall be the difference between the Current Market Price (as
defined in Section 7.1(c) below) of one share of Common Stock on the date of
exercise and the Exercise Price; and (b) the denominator of which shall be the
Current Market Price of one share of Common Stock on the date of exercise. The
Conversion Right may be exercised at any time or from time to time by
surrendering to USV at its principal office this Warrant, with an Exercise Form
duly executed by the Warrantholder and indicating that the Warrantholder wishes
to exercise the Conversion Right and specifying the total number of shares of
Common Stock that the Warrantholder will be issued pursuant to such Conversion
Right.

                1.3 Delivery of Warrant Shares; Effectiveness of Exercise.

                    (a) Delivery of Warrant Shares. A stock certificate or
certificates for the Warrant Shares specified in the Exercise Form along with a
check for the amount of cash to be paid in lieu of fractional shares, if any,
shall be delivered to the Warrantholder within three Business Days (as defined
below) after the Exercise Date (as defined in Section 1.3(b) below). If this
Warrant shall have been exercised only in part, USV shall, at the time of
delivery of the stock certificate or certificates and cash in lieu of fractional
shares, if any, deliver to the Warrantholder a new Warrant evidencing the rights
to purchase the remaining Warrant Shares, which new Warrant shall in all other
respects be identical with this Warrant. As used herein, "Business Day" means
any day other than a Saturday, Sunday or a day on which national banks are
authorized by law or executive order to close in the State of New Jersey or New
York.

                    (b) Effectiveness of Exercise. The exercise of this Warrant
shall be deemed to have been effective immediately prior to the close of
business on the Business Day on which this Warrant is exercised in accordance
with Section 1.1 (the "Exercise Date"). The Person (as defined below) in whose
name any certificate for shares of Common Stock shall be issuable upon such
exercise shall be deemed to be the record holder of such shares of Common Stock
for all purposes on the Exercise Date. As used herein, "Person" means any
individual, corporation, partnership, joint venture, association, trust, limited
liability company or other entity.

                    (c) Limitations on Exercise. Notwithstanding anything to the
contrary herein, this Warrant may be exercised only upon the delivery to USV of
any certificates, legal opinions, or other documents reasonably requested by USV
to satisfy USV that the proposed exercise of this Warrant may be effected
without registration under the Securities Act. The Warrantholder shall not be
entitled to exercise this Warrant, or any part thereof, unless and until such
certificates, legal opinions or other documents are reasonably acceptable to
USV.

                1.4 Payment of Taxes. The issuance of certificates for Warrant
Shares shall be made without charge to the Warrantholder for any stock transfer
or other issuance tax in respect

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thereof; provided, however, that the Warrantholder shall be required to pay any
and all taxes that may be payable in respect of any transfer involved in the
issuance and delivery of any certificate in a name other than that of the then
Warrantholder as reflected upon the books of USV.

         2.     RESTRICTIONS ON TRANSFER.

                2.1 The Warrantholder may not sell, assign, transfer, gift,
exchange or otherwise dispose of, or grant a lien, encumbrance, pledge or other
security interest in (each a "Transfer") this Warrant, except that the
Warrantholder may Transfer this Warrant to an affiliate of the Warrantholder.
This Section 2.1 shall survive the exercise of the Warrants.

         3.     RESTRICTIVE LEGENDS.

                3.1 Warrants. Except as otherwise permitted by this Section 3,
each Warrant (and each Warrant issued in substitution for any Warrant pursuant
to Section 5) shall be stamped or otherwise imprinted with a legend in
substantially the following form:

         NEITHER THIS WARRANT NOR ANY SECURITIES ACQUIRED UPON THE EXERCISE OF
         THIS WARRANT (THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
         SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY
         BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT AND APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM
         REGISTRATION UNDER SUCH ACT AND SUCH LAWS. THIS WARRANT IS ALSO SUBJECT
         TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH HEREIN.

                3.2 Warrant Shares. Except as otherwise permitted by this
Section 3, each stock certificate for Warrant Shares issued upon the exercise of
any Warrant and each stock certificate issued upon the direct or indirect
transfer of any such Warrant Shares shall be stamped or otherwise imprinted with
a legend in substantially the following form:

         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
         SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY
         BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
         REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

         THE SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A
         "TRANSFER") OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
         ARE RESTRICTED BY THE TERMS OF THE WARRANT DATED JUNE 22, 2000, AMONG
         THE

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         COMPANY AND THE WARRANTHOLDER NAMED THEREIN, A COPY OF WHICH MAY BE
         INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT
         REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY
         UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE
         TERMS OF THE WARRANT AGREEMENT.

                3.3 Removal of Legends. Notwithstanding the foregoing, the
Warrantholder may require USV to issue a Warrant or a stock certificate for
Warrant Shares, in each case without the legend required by Section 3.1 or 3.2,
as applicable, if either (a) such Warrant or such Warrant Shares, as the case
may be, have been registered for resale under the Securities Act or (b) the
Warrantholder has delivered to USV an opinion of legal counsel (from a firm
reasonably satisfactory to USV) which opinion shall be addressed to USV and be
reasonably satisfactory in form and substance to USV's counsel, to the effect
that such registration is not required with respect to such Warrant or such
Warrant Shares, as the case may be.

         4.     RESERVATION OF SHARES, ETC.

                USV covenants and agrees as follows:

                    (a) All Warrant Shares that are issued upon the exercise of
this Warrant will, upon issuance, be validly issued, fully paid and
nonassessable, not subject to any preemptive rights, and free from all taxes,
liens, security interests, charges, and other encumbrances with respect to the
issuance thereof, other than taxes in respect of any transfer occurring
contemporaneously with such issue and the restrictions on transfer contained in
this Warrant.

                    (b) During the period within which this Warrant may be
exercised, USV will at all times have authorized and reserved, and keep
available free from preemptive rights a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant.

                    (c) USV will, from time to time, take all such action as may
be required to assure that the par value per share of the Warrant Shares is at
all times equal to or less than the Exercise Price, as may be adjusted.

         5.     LOSS OR DESTRUCTION OF WARRANT. Subject to the terms and
conditions hereof, upon receipt by USV of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant and, in the case
of loss, theft or destruction, of such bond or indemnification as USV may
reasonably require, and, in the case of mutilation, upon surrender and
cancellation of this Warrant, USV will execute and deliver a new Warrant of like
tenor.

         6.     OWNERSHIP OF WARRANT. USV may deem and treat the Person in whose
name this Warrant is registered as the holder and owner hereof (notwithstanding
any notations of ownership

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or writing hereon made by anyone other than USV) for all purposes and shall not
be affected by any notice to the contrary, until presentation of this Warrant
for registration of transfer.

         7.     CERTAIN ADJUSTMENTS.

                7.1 The number of Warrant Shares purchasable upon the exercise
of this Warrant and the Exercise Price shall be subject to adjustment as
follows:

                    (a) Stock Dividends, Subdivision, Combination or
Reclassification of Common Stock. If at any time after the date of the issuance
of this Warrant USV shall (i) declare a stock dividend on the Common Stock
payable in shares of its capital stock (including Common Stock), (ii) increase
the number of shares of Common Stock outstanding by a subdivision or split-up of
shares of Common Stock, (iii) decrease the number of shares of Common Stock
outstanding by a combination of shares of Common Stock or (iv) issue any shares
of its capital stock in a reclassification of the Common Stock, then, on the
record date for such dividend or the effective date of such subdivision or
split-up, combination or reclassification, as the case may be, the number and
kind of shares to be delivered upon exercise of this Warrant will be adjusted so
that the Warrantholder will be entitled to receive the number and kind of shares
of capital stock that such Warrantholder would have owned or been entitled to
receive upon or by reason of such event had this Warrant been exercised
immediately prior thereto, and the Exercise Price will be adjusted as provided
below in paragraph (g).

                    (b) Reorganization, Etc. If at any time after the date of
issuance of this Warrant any consolidation of USV with or merger of USV with or
into any other Person (other than a merger or consolidation in which USV is the
surviving or continuing corporation and which does not result in any
reclassification of, or change in the Common Stock) or any sale, lease or other
transfer of all or substantially all of the assets of USV to any other Person
(each a "Reorganization Event"), shall be effected in such a way that the
holders of Common Stock shall be entitled to receive stock, other securities or
assets (whether such stock, other securities or assets are issued or distributed
by USV or another Person) with respect to or in exchange for Common Stock, then,
with respect to any unexercised Warrant, the Board of Directors of USV or any
surviving or acquiring corporation or entity (the "Relevant Entity") shall take
such action as is equitable and appropriate to substitute a new warrant for such
Warrant or to assume such Warrant in order to make such new or assumed warrant
as nearly as may be practicable, equivalent to the old Warrant (the
"Reorganization Action"). Notwithstanding the foregoing, in lieu of taking the
Reorganization Action, the Relevant Entity may pay to the Warrantholder the
Value of the Warrant (as defined below) in cancellation of the Warrant. The
"Value of the Warrant" shall be the value of the consideration received less the
Exercise Price as determined in good faith by USV's Board of Directors. The
Value of the Warrant shall be payable either, at the election of the Relevant
Entity, in cash or in the form of consideration paid to holders of shares of
Common Stock pursuant to the Reorganization Event.

                    (c) Extraordinary Distributions. If at any time after the
date of issuance of this Warrant USV shall distribute to all holders of its
Common Stock (including any such

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distribution made in connection with a consolidation or merger in which USV is
the continuing or surviving corporation and the Common Stock is not changed or
exchanged) cash, evidences of indebtedness, securities or other assets
(excluding (i) ordinary course quarterly cash dividends and (ii) dividends
payable in shares of capital stock for which adjustment is made under Section
7.1(a)) or rights, options or warrants to subscribe for or purchase securities
of USV, then the number of shares of Common Stock to be delivered to such
Warrantholder upon exercise of this Warrant shall be increased so that the
Warrantholder thereafter shall be entitled to receive the number of shares of
Common Stock determined by multiplying the number of shares such Warrantholder
would have been entitled to receive immediately before such record date by a
fraction, the numerator of which shall be the Current Market Price (as defined
below) per share of the Common Stock and the denominator of which shall be the
Current Market Price per share of Common Stock on such record date minus the
then fair market value (as reasonably determined by the Board of Directors of
USV in good faith) of the portion of the cash, evidences of indebtedness,
securities or other assets so distributed or of such rights or warrants
applicable to one share of Common Stock (provided that such denominator shall in
no event be less than $.01; and the Exercise Price shall be adjusted as provided
below in paragraph (g).

As used herein, "Current Market Price" means, with respect to each share of
Common Stock as of any date, the average of the daily Closing Prices (as defined
below) per share of Common Stock for the ten consecutive trading days prior to
such date; provided that if on any such date the shares of Common Stock are not
listed or admitted for trading on any national securities exchange or quoted by
Nasdaq or a similar service, the Current Market Price for a share of Common
Stock shall be the fair market value of such share as determined in good faith
by the Board of Directors of USV or, if requested by the Warrantholder, an
independent financial expert from a nationally recognized investment banking
firm (an "Independent Financial Expert") selected jointly by the Board of
Directors and such Warrantholder. If USV and the Warrantholder are unable to
agree upon an Independent Financial Expert within fifteen days after the request
by the Warrantholder, each of USV and the Warrantholder shall select an
Independent Financial Expert within five days following the expiration of such
fifteen day period and these two Independent Financial Experts shall select a
third Independent Financial Expert and the determination of the fair market
value of a share of Common Stock by such third Independent Financial Expert
shall be final and binding on USV and the Warrantholder. If either USV or the
Warrantholder shall fail to select an Independent Financial Expert within such
five day period, then the fair market value of a share of Common Stock shall be
determined by the Independent Financial Expert selected by the other party. The
fees and expenses of any of the Independent Financial Experts retained in
accordance with the foregoing shall be borne by USV. "Closing Price" of the
Common Stock as of any day, means (a) the average of the closing bid and asked
prices, in either case as reported on the principal national securities exchange
on which the Common Stock is listed or admitted to trading or (b) if the Common
Stock is not listed or admitted to trading on any national securities exchange,
the average of the highest reported bid and lowest reported asked quotation for
the Common Stock, in either case reported on the National Association of
Securities Dealers, Inc. Automated Quotation System ("Nasdaq"), or a similar
service if Nasdaq is no longer reporting such information.


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                    (d) Pro Rata Repurchases. If at any time after the date of
issuance of this Warrant, USV or any subsidiary thereof shall make any purchase
of shares of Common Stock whether for cash, shares of capital stock of USV,
other securities of USV, evidences of indebtedness of USV or any other Person or
any other property (including, without limitation, shares of capital stock,
other securities or evidences of indebtedness of a subsidiary of USV), or any
combination thereof, which purchase is subject to Section 13(e) of the
Securities Exchange Act of 1934, as amended, or is made pursuant to an offer
made available to all holders of Common Stock (a "Pro Rate Repurchase"), then
the number of shares of Common Stock to be delivered to such Warrantholder upon
exercise of this Warrant shall be increased so that the Warrantholder thereafter
shall be entitled to receive the number of shares of Common Stock determined by
multiplying the number of shares of Common Stock such Warrantholder would have
been entitled to receive immediately before such Pro Rata Repurchase by a
fraction (which in no event shall be less than one) the numerator of which shall
be the product of (i) the number of shares of Common Stock outstanding
immediately before such Pro Rata Repurchase minus the number of shares of Common
Stock repurchased in such Pro Rata Repurchase and (ii) the Current Market Price
of the Common Stock as of the day immediately preceding the first public
announcement by USV of the intent to effect such Pro Rata Repurchase and the
denominator of which shall be (i) the product of (x) the number of shares of
Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the
Current Market Price of the Common Stock as of the day immediately preceding the
first public announcement by USV of the intent to effect such Pro Rata
Repurchase minus (ii) the aggregate purchase price of the Pro Rata Repurchase
(provided that such denominator shall never be less than $.01).

                    (e) Fractional Shares. No fractional shares of Common Stock
or scrip shall be issued to any Warrantholder in connection with the exercise of
this Warrant. Instead of any fractional shares of Common Stock that would
otherwise be issuable to such Warrantholder, USV will pay to such Warrantholder
a cash adjustment in respect of such fractional interest in an amount equal to
that fractional interest of the then Current Market Price per share of Common
Stock.

                    (f) Carryover. Notwithstanding any other provision of this
Section 7.1, no adjustment shall be made to the number of shares of Common Stock
to be delivered to the Warrantholder (or to the Exercise Price) if such
adjustment represents less than 1% of the number of shares to be so delivered,
but any lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment that together with any
adjustments so carried forward shall amount to 1% or more of the number of
shares to be so delivered.

                    (g) Exercise Price Adjustment. Whenever the number of
Warrant Shares purchasable upon the exercise of the Warrant is adjusted as
provided pursuant to this Section 7.1, the Exercise Price per share payable upon
the exercise of this Warrant shall be adjusted by multiplying such Exercise
Price immediately prior to such adjustment by a fraction, of which the numerator
shall be the number of Warrant Shares purchasable upon the exercise of the
Warrant immediately prior to such adjustment, and of which the denominator shall
be the number of Warrant

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Shares purchasable immediately thereafter; provided, however, that the Exercise
Price for each Warrant Share shall in no event be less than the par value of
such Warrant Share.

                    (h) Multiple Adjustments. If any action or transaction would
require adjustment of the number of shares of Common Stock to be delivered to
the Warrantholder upon exercise of this Warrant pursuant to more than one
paragraph of this Section 7.1, only one adjustment shall be made and each such
adjustment shall be the amount of adjustment that has the highest absolute
value.

                7.2 Notice of Adjustment. Whenever the number of Warrant Shares
or the Exercise Price of such Warrant Shares is adjusted, as herein provided,
USV shall promptly mail by overnight courier or by first class mail, postage
prepaid, to the Warrantholder, notice of such adjustment or adjustments setting
forth the number of Warrant Shares and the Exercise Price of such Warrant Shares
after such adjustment, setting forth a brief statement of the facts requiring
such adjustment and setting forth the computation by which such adjustment was
made.

                7.3 Notices of Corporate Action. So long as this Warrant has not
been exercised in full, in the event of:

                    (a) any action that would trigger an adjustment to the
number of shares of Common Stock to be delivered to the Warrantholder upon
exercise of this Warrant, (b) any consolidation or merger involving USV and any
other party or any transfer of all or substantially all the assets of USV to any
other party, or (c) any voluntary or involuntary dissolution, liquidation or
winding-up of USV, USV will deliver, by overnight courier or by first class
mail, postage prepaid, to the Warrantholder a notice specifying (i) the date or
expected date on which any such record is to be taken for the purpose of a
dividend, distribution or right and the amount and character of any such
dividend, distribution or right and (ii) the date or expected date on which a
reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place and the time,
if any such time is to be fixed, as of which the holders of record of Common
Stock (or other securities) shall be entitled to exchange their shares of Common
Stock (or other securities) for the securities or other property deliverable
upon such reorganization, reclassification, recapitalization, consolidation,
merger, transfer, dissolution, liquidation or winding-up. Such notice shall be
delivered at least twenty days prior to the date therein specified in the case
of any date referred to in the foregoing subdivisions (i) and (ii).

                7.4 Effect of Failure to Notify. Failure to file any certificate
or notice or to mail any notice, or any defect in any certificate or notice,
pursuant to Section 7.3 shall not affect the legality or validity of the
adjustment to the Exercise Price, the number of shares purchasable upon exercise
of this Warrant, or any transaction giving rise thereto.

         8.     AMENDMENTS. Any provision of this Warrant may be amended and the
observance thereof waived only with the written consent of USV and the
Warrantholder.


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         9.     EXPIRATION OF THE WARRANT. The obligations of USV pursuant to
this Warrant shall terminate on the Expiration Date.

         10.    MISCELLANEOUS.

                10.1 Entire Agreement. This Warrant constitutes the entire
agreement between USV and the Warrantholder with respect to the Warrants.

                10.2 Binding Effect; Benefits. This Warrant shall inure to the
benefit of and shall be binding upon USV and the Warrantholder and their
respective successors and assigns. Nothing in this Warrant, expressed or
implied, is intended to or shall confer on any Person other than USV and the
Warrantholder, or their respective successors or assigns, any rights, remedies,
obligations or liabilities under or by reason of this Warrant.

                10.3 Section and Other Headings. The section and other headings
contained in this Warrant are for reference purposes only and shall not be
deemed to be a part of this Warrant or to affect the meaning or interpretation
of this Warrant.

                10.4 Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be delivered personally,
telecopied or sent by certified, registered or express mail, postage prepaid.
Any such notice shall be deemed given when so delivered personally, telecopied
or sent by certified, registered or express mail, as follows: (a) if to USV,
addressed to: U.S. Vision, Inc., 1 Harmon Drive, Glendora, New Jersey 08029,
Attention: Chief Financial Officer, Telecopy: (856) 232-1848; or (b) if to the
Warrantholder, addressed to the Warrantholder at the address specified on the
signature page hereof. Any party may by notice given in accordance with this
Section 10.4 designate another address or person for receipt of notices
hereunder.

                10.5 Severability. Any term or provision of this Warrant which
is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the terms and provisions of this Warrant or
affecting the validity or enforceability of any of the terms or provisions of
this Warrant in any other jurisdiction.

                10.6 Governing Law. This Warrant shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to such agreements made and to be performed entirely within such
State.

                10.7 Certain Remedies. The Warrantholder shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this Warrant
and to enforce specifically the terms and provisions of this Warrant in any
court of the United States or any court of any state having

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<PAGE>   10
jurisdiction, this being in addition to any other remedy to which the
Warrantholder may be entitled at law or in equity.

                  10.8 No Rights or Liabilities as Stockholder. Nothing
contained in this Warrant shall be deemed to confer upon the Warrantholder any
rights as a stockholder of USV or as imposing any liabilities on the
Warrantholder to purchase any securities whether such liabilities are asserted
by USV or by creditors or stockholders of USV or otherwise.

                  10.9 Further Assurances. Each of USV and the Warrantholder
shall do and perform all such further acts and things and execute and deliver
all such certificates, instruments and documents as USV or the Warrantholder
may, at any time and from time to time, reasonably request in connection with
the performance of any of the provisions of this Agreement.

         IN WITNESS WHEREOF, USV has caused this Warrant to be signed by its
duly authorized officer.

                         U.S. VISION, INC.


                         By:___________________________________________________
                            William A. Schwartz, Jr., Chairman of the Board,
                            President and Chief Executive Officer

Dated: ________________________


Address of Warrantholder:

_______________________________

_______________________________



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                                    EXHIBIT A
                                  EXERCISE FORM

                 (To be executed upon exercise of this Warrant)

         The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase __________ of the Warrant Shares and
herewith tenders payment for such Warrant Shares to the order of U.S. Vision,
Inc., in the amount of $__________ in accordance with the terms of this Warrant.
The undersigned requests that a certificate for such Warrant Shares be
registered in the name of the undersigned and that such certificates be
delivered to the undersigned's address below.


Dated: __________________________

                                         Signature ____________________________

                                         ______________________________________
                                         (Print Name)

                                         ______________________________________
                                         (Street Address)

                                         ______________________________________
                                         (City) (State) (Zip Code)



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