0001002554-07-000061 Sample Contracts

ABSOLUTE ASSIGNMENT OF FRANCHISEE NOTES and PROCEEDS DUE
Absolute Assignment of Franchisee Notes and Proceeds Due • August 14th, 2007 • Emerging Vision Inc • Retail-retail stores, nec

THIS ASSIGNMENT is made as of August 7, 2007 by EMERGING VISION, INC., a New York corporation, with an office for the transaction of business located at 100 Quentin Roosevelt Boulevard, Suite 508, Garden City, New York 11530 (the "Assignor"), to MANUFACTURERS AND TRADERS TRUST COMPANY, a banking association, with offices at One M&T Plaza, Buffalo, New York 14240, (the "Assignee").

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REVOLVING LINE OF CREDIT NOTE AND CREDIT AGREEMENT
Revolving Line of Credit Note and Credit Agreement • August 14th, 2007 • Emerging Vision Inc • Retail-retail stores, nec • New York

This Note renews, increases, modifies and restates a note originally dated as of August 19, 2005 executed by EMERGING VISION, INC. in favor of MANUFACTURERS AND TRADERS TRUST COMPANY (the “Original Note”) in the amount of $2,000,000.00 (the “Original Loan”), OF WHICH THERE IS CURRENTLY OUTSTANDINGTHE PRINCIPAL AMOUNT OF $350,000.00, which note is being renewed, increased and modified hereby in the amount of $6,000,000.00, of which $350,000.00 is the current balance outstanding.

PLEDGE AGREEMENT AND ASSIGNMENT
Pledge Agreement • August 14th, 2007 • Emerging Vision Inc • Retail-retail stores, nec • New York

PLEDGE AGREEMENT (as amended, restated, supplemented or modified, from time to time, the “Agreement”) dated as of August 7, 2007 by and between and among each of the persons and entities identified on the signature page hereto under the heading “Pledgors” (each and collectively, “Pledgor” or the “Pledgors”) and MANUFACTURERS AND TRADERS TRUST COMPANY, having an office at One M&T Plaza, Buffalo, New York 14240 Attention: Office of General Counsel (the “Pledgee”).

UNITED STATES TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT EMERGING VISION, INC.
Trademark Security Agreement • August 14th, 2007 • Emerging Vision Inc • Retail-retail stores, nec • New York

This UNITED STATES TRADEMARK SECURITY AGREEMENT (this “Agreement”) is made as of August 7, 2007, by EMERGING VISION, INC., a New York corporation, having an address at 100 Quentin Roosevelt Blvd., Suite 400, Garden City, New York 11530 (“EV”), to and in favor of MANUFACTURERS AND TRADERS TRUST COMPANY, a banking association, having an office at One M&T Plaza, Buffalo, New York 14240 (the “Secured Party”).

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