EXHIBIT 10.75 FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement ("Amendment") is made and entered into on this 9th day of October, 1997, by and between Sterling Vision, Inc., a New York corporation (the "Borrower"), and STI...

                                                                  EXHIBIT 10.75

                        FIRST AMENDMENT TO LOAN AGREEMENT

              This First Amendment to Loan Agreement ("Amendment") is made and
entered into on this 9th day of October, 1997, by and between Sterling Vision,
Inc., a New York corporation (the "Borrower"), and STI Credit Corporation, a
Nevada corporation (the "Lender").

                                   Rectials

              A. The Borrower and the Lender are parties to a Loan Agreement
dated June 30, 1997 (the "Agreement"), which is incorporated herein by
reference. Capitalized terms used in this Amendment that are not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement.

              B. The Borrower and the Lender desire to amend the Agreement as
hereinafter provided.

                                    Amendment

              1. Initial Advance. Subparagraph (b) of Section 1.2 of the
Agreement is hereby amended by deleting the existing subparagraph (b) of Section
1.2 in its entirety and substituting in place thereof the following:

                          (b) The Additional Funds, together with all interest
              earned thereon, shall be disbursed by the Lender to the Borrower
              promptly after the satisfaction of the following conditions: (i)
              the Collateral Ratio (as that term is hereinafter defined) is, at
              the time, 1.2 to 1.0 or greater; and (ii) no Event of Default, or
              event that, with notice or the passage of time or both, would be
              an Event of Default hereunder, has occurred and is then
              continuing. The Additional Funds, or any portion thereof, may also
              be disbursed by the Lender to the Borrower, from time to time, at
              the Lender's discretion even though the foregoing conditions have
              not been satisfied.

              2. Effect of Amendment. Except as expressly set forth in this
Amendment, all provisions of the Agreement shall remain unchanged and shall
continue in full force and effect. This Amendment is hereby incorporated into
the Agreement for all purposes.

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              IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed on the date first written above.


                                            STERLING VISION, INC.

                                            0000 Xxxxxxxxx Xxxxxxxx
                                            Xxxx Xxxxxx, Xxx Xxxx 00000

                                            By:  /s/  Xxxxxx Xxxxxxxxx

                                            Title:  Chief Executive Officer

                                            STI CREDIT CORPORATION
                                            0000 Xxxxx XxXxxxxx Xxxx., X-00
                                            Xxxx, Xxxxxx 00000

                                            By:  /s/  Xxxxx Xxxxxxxx

                                            Title:   Senior Vice President

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