Xxxxxx Optical Group
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
November 11, 1997
VIA TELECOPY AND FEDERAL EXPRESS
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Xx. Xxxxx Xxxxxx
V.P. Finance
U.S. Vision, Inc.
0 Xxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Re: Consent
Dear Xxxxx:
This letter is to confirm our understanding regarding the consent of
Xxxxxx Optical Group, Inc. ("Xxxxxx") to the Company's references to
information contained in Xxxxxx'x report on the U.S. retail optical sales
industry (the "Xxxxxx Report") and in Xxxxxx'x U.S. Optical Industry Handbook
(the "Xxxxxx Handbook") throughout the Company's Prospectus which is part of
SEC Registration Statement No. 333-35819 ("Registration Statement").
Accordingly, Xxxxxx hereby consents to each reference to the Xxxxxx Report and
the Xxxxxx Handbook made in the Registration Statement, as now or further
amended, and as listed below. (All page numbers set forth below are to the
Prospectus pagination in Amendment No. 1 to the Registration Statement.)
(1) the reference on page 3 of the Prospectus Summary in the section
entitled "The Company";
(2) the reference on page 4 of the Prospectus Summary in the section
entitled "The Company";
(3) the reference on page 5 of the Prospectus Summary in the subsection
of the "Growth Strategy" section entitled "Evaluate Acquisition
Opportunities";
(4) the reference on page 22 of the Registration Statement in the
"General" subsection of the "Business" section;
(5) the reference on page 22 of the Registration Statement in the
"Industry" subsection of the "Business" section;
(6) the reference on page 23 of the Registration Statement under the
heading "Aging of U.S. Population" in the "Industry" subsection of
the "Business" section;
Xx. Xxxxx Xxxxxx
November 11, 1997
Page 2
(7) the reference on page 23 of the Registration Statement under the
heading "Increase in Penetration of Managed Vision Care" in the
"Industry" subsection of the "Business" section;
(8) the reference on page 23 of the Registration Statement under the
heading "Continuing Advancements in Product Technology" in the
"Industry" subsection of the "Business" section;
(9) the reference on page 24 of the Registration Statement in the
"Competitive Positioning" subsection of the "Business" section; and
(10) the reference on page 25 of the Registration Statement in the
"Growth Strategy" subsection of the "Business" section.
Please feel free to call me if I may be of further assistance. We
consent to the filing of this consent with the Registration Statement.
Sincerely yours,
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, VP/Editorial Director
Xxxxxx Optical Group