SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant                    |X|
Filed by a Party other than the Registrant | |

Check the appropriate box:

|X|  Preliminary Proxy Statement           | |  Confidential, For Use of the
| |  Definitive Proxy Statement                 Commission Only (as permitted by
| |  Definitive Additional Materials            Rule 14a-6(e)(2)
| |  Soliciting Material Under
     s.240.14a-12

                              EMERGING VISION, INC.
                (Name of Registrant as Specified in its Charter)

           ----------------------------------------------------------
    (Names of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|     No fee required.
| |     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         (1)      Title of each class of securities to which transaction
                  applies: ____________________________________________________

         (2)      Aggregate number of securities to which transaction
                  applies: ____________________________________________________

         (3)      Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (Set forth the
                  amount on which the filing fee is calculated and state how its
                  was determined): ____________________________________________

         (4)      Proposed maximum aggregate value of transaction: ____________

         (5)      Total fee paid: _____________________________________________


| |     Fee paid previously with preliminary materials.

| |     Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee
        was paid previously. Identify the previous filing by registration
        statement number, or the Form or Schedule and the date of its filing.

         (1)      Amount previously paid: _____________________________________

         (2)      Form, Schedule or Registration Statement No.: _______________

         (3)      Filing Party: _______________________________________________

         (4)      Date Filed: _________________________________________________




                              EMERGING VISION, INC.
                         100 Quentin Roosevelt Boulevard
                           Garden City, New York 11530

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                            To be held July 11, 2002

     The Annual Meeting of Shareholders of Emerging  Vision,  Inc. ("EVI" or the
"Company")  will be held at 100 Quentin  Roosevelt  Boulevard,  Garden City, New
York 11530,  on Thursday,  the 11th day of July 2002, at 9:00 a.m. (local time),
for the following purposes:

     (1) to elect two Class 1 Directors to the  Company's  Board of Directors to
hold office until the 2004 Annual Meeting of Shareholders or until each of their
respective successors shall have been duly elected and qualified;

     (2) to consider and act upon an amendment to the Company's  Certificate  of
Incorporation  to  increase  the  number of shares of the  Company's  authorized
common stock, par value $0.01 per share (the "Common Stock"), from 50,000,000 to
150,000,000; and

     (3) to transact such other business as may properly come before the Meeting
or any adjournment or adjournments thereof.

     A Proxy  Statement  explaining  the  matters to be acted upon at the Annual
Meeting is enclosed. Please read it carefully.

     The Board of  Directors  has fixed the close of business on May 24, 2002 as
the  record  date  for the  determination  of the  shareholders  of the  Company
entitled to notice of, and to vote at, the Annual Meeting of Shareholders.  Each
share of the  Company's  Common  Stock is  entitled  to one vote on all  matters
presented  at the  Annual  Meeting;  and  each  share  of the  Company's  Senior
Convertible  Preferred  Stock, par value $0.01 per share, is entitled to 133,333
votes on all matters presented at the Annual Meeting.

     ALL HOLDERS OF THE COMPANY'S COMMON STOCK AND SENIOR CONVERTIBLE  PREFERRED
STOCK (WHETHER THEY EXPECT TO ATTEND THE ANNUAL MEETING OR NOT) ARE REQUESTED TO
COMPLETE,  SIGN,  DATE AND RETURN  PROMPTLY  THE PROXY CARD  ENCLOSED  WITH THIS
NOTICE.

     It is anticipated that this Proxy Statement and the accompanying Proxy will
be mailed to the Company's shareholders on or before June 19, 2002.

                                          By Order of the Board of Directors


                                          By:   /s/ Christopher G. Payan
                                             --------------------------------
                                              Christopher G. Payan
                                              Secretary

June 17, 2002


                                       2



                              EMERGING VISION, INC.
                                 PROXY STATEMENT
                         ANNUAL MEETING OF SHAREHOLDERS

                            To be held July 11, 2002

                                  INTRODUCTION

     This  Proxy  Statement  is being  furnished  to  shareholders  of record of
Emerging Vision, Inc. ("EVI" or the "Company") as of May 24, 2002, in connection
with the  solicitation,  by the  Board of  Directors  of EVI (the  "Board"),  of
proxies for the 2002 Annual  Meeting of  Shareholders  to be held at 100 Quentin
Roosevelt Boulevard, Garden City, New York 11530, on Thursday, July 11, 2002, at
9:00 a.m.  (local  time),  or at any and all  adjournments  thereof (the "Annual
Meeting" or "Meeting"),  for the purposes stated in the Notice of Annual Meeting
of Shareholders to which this Proxy Statement is annexed.  The approximate  date
of  mailing  to  Shareholders  of the  Notice  of  Annual  Meeting,  this  Proxy
Statement,  the enclosed form of Proxy and the  Company's  Annual Report on Form
10-K for the year ended December 31, 2001, is June 19, 2002.

                       OUTSTANDING STOCK AND VOTING RIGHTS

     The Board has fixed the close of  business  on May 24,  2002 as the  record
date for the  determination  of  shareholders  entitled  to notice of the Annual
Meeting,  and only holders of record of the Company's  common  stock,  par value
$0.01 per share (the "Common Stock"),  and Senior  Convertible  Preferred Stock,
par value $0.01 per share (the "Preferred  Stock" and,  together with the Common
Stock,  hereinafter  collectively  referred to as the "Capital Stock"),  on that
date, will be entitled to notice of, and to vote at, the Annual  Meeting.  As of
the record date, the Company had outstanding  29,004,972 shares of Common Stock,
each share of Common Stock being  entitled to one vote on all matters  presented
at the Annual  Meeting,  and 2.506252 shares of Preferred  Stock,  each share of
Preferred Stock being entitled to 133,333 votes on all matters  presented at the
Annual Meeting.

     The  presence,  in person  or by  proxy,  of the  holders  of  shares  that
represent a majority of the votes entitled to be cast at the Annual Meeting,  is
necessary to constitute a quorum at the Annual  Meeting.  Abstentions and broker
non-votes will be counted to determine whether a quorum is present.  A plurality
of the  votes  cast at the  Annual  Meeting  is  required  for the  election  of
directors;  and a vote of the  majority of the votes  entitled to be cast at the
Annual  Meeting  will be  required  for the  approval  of the  amendment  to the
Company's  Certificate  of  Incorporation  to increase the number of  authorized
shares of its Common Stock. For all other matters to be considered at the Annual
Meeting,  a vote of a majority  of the votes cast on the matter will be required
for approval.  Broker non-votes and abstentions will not be counted for purposes
of determining the number of votes cast. The directors and executive officers of
the  Company,  as a group,  have  indicated  their  intention  to vote "FOR" the
election,  to the Board, of the individuals named as nominees herein,  and "FOR"
the other item to be considered at the Annual Meeting.

     If the enclosed  Proxy is signed and  returned,  it may,  nevertheless,  be
revoked  at any  time  prior  to the  voting  thereof  at  the  pleasure  of the
shareholder signing it, either by delivering written notice of revocation to the
Secretary of the Company,  or by voting the shares covered  thereby in person or
by another proxy dated subsequent to the date thereof.

     Shares  represented by duly executed proxies in the accompanying  form will
be voted in accordance with the instructions  indicated on such proxies,  and if
no such  instructions  are  indicated  thereon,  will be  voted  in favor of the
nominees  named below for  election  as  Directors  and for the other  proposals
referred to below. In their  discretion,  the Proxies are authorized to consider
and vote upon such  matters  incident to the  conduct of the Annual  Meeting and
upon such other  business  matters or proposals as may properly  come before the
Meeting that the Board did not know, within a reasonable period of time prior to
this solicitation, would be presented at the Meeting.


                                       3




                        SECURITY OWNERSHIP OF MANAGEMENT
                          AND CERTAIN BENEFICIAL OWNERS

I.       COMMON STOCK:

     The  following  table sets forth certain  information,  as of June 1, 2002,
regarding the beneficial  ownership of the Common Stock by: (i) each shareholder
known by the Company to be the beneficial owner of more than five percent of the
outstanding  shares of EVI's Common  Stock;  (ii) each  director of the Company;
(iii) each Named Executive Officer of the Company (as said term is defined under
the  caption  "Executive  Compensation"  below);  and  (iv)  all  directors  and
executive officers of the Company as a group. The percentages in the "Percent of
Class"  column  do not  give  effect  to  shares  included  in  the  "Beneficial
Ownership"  column as a result of the  ownership of options or warrants.  Unless
otherwise  indicated,  the Company  believes that the  beneficial  owners of the
Common Stock listed below,  based on information  provided by such owners,  have
sole  investment  and voting power with  respect to such shares.  The address of
William F. Stasior is 3570 East Calle Puerta De Acero,  Tucson,  Arizona  85718.
The address of Benito R.  Fernandez is 2830 Pitkin  Avenue,  Brooklyn,  New York
11208. The address of Joel L. Gold is c/o Berry Shino  Securities,  45 Broadway,
New York,  New York  10006.  The address of  Nicholas  Shashati is c/o  Sterling
VisionCare,  9663 Tierra Grande Street, San Diego, California 92126. The address
of all other persons  listed below is 100 Quentin  Roosevelt  Boulevard,  Garden
City, New York 11530.


        Name                     Beneficial            Percent
                                 Ownership            of Class
------------------------      ---------------        -----------


Robert Hillman (c)                    --  (1)             *

Michael C. McGeeney (c)               --                  *

Gregory T. Cook (c)              516,667  (2)            1.9%

William F. Stasior (a)           233,333  (3)             *

Dr. Robert Cohen (a)           1,389,490  (4)            5.0%

Dr. Alan Cohen (a)             1,589,490  (5)            5.7%

Joel L. Gold (a)                 126,500  (6)             *

Benito R. Fernandez (a)        5,477,075  (7)           18.8%

Dr. Nicholas Shashati (b)         73,333  (8)             *

George D. Papadopoulos (c)       150,000  (9)             *

All current directors and      8,941,721  (10)          29.1%
executive officers as a
group (9 persons) (d)


----------------------
*        less than 1%

     (a) Director

     (b) Executive officer

     (c) Former director and/or executive officer

     (d) Includes:  Christopher G. Payan,  one of the Company's  Chief Operating
Officers, and its Senior Vice President,  Chief Financial Officer, Secretary and
Treasurer;  Samuel Z. Herskowitz,  one of the Company's Chief Operating Officers
and its Chief  Marketing  Officer;  and Myles Lewis,  one of the Company's Chief
Operating  Officers and its Senior Vice  President - Business  Development,  but
excludes Messrs. Hillman, McGeeney, Cook and Papadopoulos.


                                       4



     (1) This  number  excludes  the right to acquire  500,000  shares of Common
Stock pursuant to options previously granted to Mr. Hillman,  the exercisability
of each of which were subject to certain vesting requirements, and each of which
were cancelled as a result of Mr. Hillman's  resignation from the Company on May
30, 2002.

     (2) This number  represents  the right to acquire  516,667  share of Common
Stock upon the exercise of presently exercisable, outstanding options.

     (3) This number  represents  the right to acquire  233,333 shares of Common
Stock upon the  exercise of  presently  exercisable,  outstanding  options,  but
excludes an  additional  66,667  options  which are  subject to certain  vesting
requirements.

     (4) This  number  includes  the right to acquire  650,000  shares of Common
Stock upon the exercise of presently exercisable, outstanding options.

     (5) This  number  includes  the right to acquire  650,000  shares of Common
Stock upon the  exercise of  presently  exercisable,  outstanding  options,  but
excludes an additional:  (i) 100,000  shares owned by Meryl Cohen,  as custodian
for each of Erica and Nicole  Cohen,  the children of Alan and Meryl  Cohen,  to
which Dr. Cohen disclaims beneficial ownership;  and (ii) 10,000 shares owned by
Dr. Cohen,  as custodian for each of Erica and Nicole Cohen,  to which Dr. Cohen
also disclaims beneficial ownership.

     (6) This number  includes  1,500 shares of Common Stock owned by Mr. Gold's
children  and the right to  acquire  120,000  shares of  Common  Stock  upon the
exercise  of  presently  exercisable,   outstanding  options,  but  excludes  an
additional  5,000 shares of Common Stock owned by Mr.  Gold's wife, to which Mr.
Gold disclaims beneficial ownership.

     (7) This  number  excludes  the right to acquire  500,000  shares of Common
Stock upon the exercise of  outstanding  warrants  issued to Horizons  Investors
Corp.  ("Horizons"),  a New York corporation principally owned by Mr. Fernandez,
which are subject to certain vesting requirements.

     (8) This number  represents  the right to acquire  73,333  shares of Common
Stock upon the  exercise of  presently  exercisable,  outstanding  options,  but
excludes an  additional  66,667  options  which are  subject to certain  vesting
requirements.

     (9) This number  represents  the right to acquire  150,000 shares of Common
Stock upon the exercise of presently exercisable, outstanding options.

     (10) This number  includes:  (1) the right to acquire  1,779,166  shares of
Common Stock upon the exercise of presently exercisable, outstanding options. In
accordance with Rule 13d-3(d)(1)  under the Securities  Exchange Act of 1934, as
amended,  the 1,779,166 shares of Common Stock for which the Company's directors
and executive officers,  as a group, hold currently  exercisable  options,  have
been added to the total number of issued and outstanding  shares of Common Stock
solely for the purpose of  calculating  the  percentage  of such total number of
issued  and  outstanding  shares  of  Common  Stock  beneficially  owned by such
directors and executive officers as a group.


                                       5


II.      SENIOR CONVERTIBLE PREFERRED STOCK:

     Set forth below is the name,  address,  stock ownership and voting power of
each person or group of persons  known by the Company to  beneficially  own more
than 5% of the outstanding shares of EVI's Senior Convertible Preferred Stock:




                                        Beneficial        Percent of
           Name                         Ownership            Class
-----------------------------------  ----------------  -----------------
Huberfeld/Bodner Family Foundation
152 West 57th Street
New York, NY 10019                        1.77 (1)            70.5%


Rita Folger
1257 East 24th Street
Brooklyn, NY 11210                        0.74 (2)            29.5%
-----------------------------------  ----------------  -----------------


     (1) These shares are  convertible  into an  aggregate of 236,000  shares of
Common  Stock;  and the holder  thereof  will be entitled to cast that number of
votes at any meeting of shareholders.

     (2) These shares are  convertible  into an  aggregate  of 98,667  shares of
Common  Stock;  and the holder  thereof  will be entitled to cast that number of
votes at any meeting of shareholders.



                        DIRECTORS AND EXECUTIVE OFFICERS

     The Board presently consists of five directors, not including Mr. Robert S.
Hillman who resigned as of May 30, 2002.  The  directors of EVI are divided into
two classes, designated as Class 1 and Class 2, respectively.  Directors of each
Class will be elected at the Annual Meeting of the  Shareholders  of EVI held in
the year in which the term of such Class expires,  and will serve thereafter for
two years, or until their  respective  successors are duly elected and qualified
or their earlier  resignation,  removal from office,  retirement  or death.  Mr.
William  F.  Stasior  and Mr.  Benito R.  Fernandez  presently  serve as Class 1
Directors  and are  scheduled  to hold office  until the 2002 Annual  Meeting of
Shareholders. Drs. Robert and Alan Cohen and Mr. Joel L. Gold presently serve as
Class 2 Directors and are scheduled to hold office until the 2003 Annual Meeting
of Shareholders.

Item 1.  ELECTION OF DIRECTORS (PROPOSAL NO. 1)

     The Board has nominated Mr.  William F. Stasior and Mr. Benito R. Fernandez
to serve as Class 1 Directors  until the 2004 Annual Meeting of  Shareholders or
until their respective successors are duly elected and qualified.

     The following  table lists the current Class 1 and Class 2 Directors of the
Company:

Class 1 - Term Expires in 2002

Mr. William F. Stasior (Current director standing for election at the Annual
                        Meeting)
Mr. Benito R. Fernandez (Current director standing for election at the Annual
                         Meeting)

Class 2 - Term Expires in 2003

Dr. Robert Cohen (Current director)
Dr. Alan Cohen (Current director)
Mr. Joel L. Gold (Current director)


                                       6



     Shares represented by proxies returned duly executed will be voted,  unless
otherwise specified, in favor of the following two nominees:  William F. Stasior
and Benito R. Fernandez. Each nominee for Director has consented to serve on the
Board  and will be  elected  by a  plurality  of the  votes  cast at the  Annual
Meeting.  If any (or all) such persons should be unavailable or unable to serve,
the persons named in the enclosed Proxy will vote the shares covered thereby for
such substitute nominee (or nominees) as the Board may select;  however,  at the
present  time,  the Board knows of no reason why any nominee  might be unable to
serve.  Shareholders may withhold  authority to vote for any nominee by entering
the name of such nominee in the space  provided for such purpose on the enclosed
Proxy Card.

     THE BOARD OF DIRECTORS  RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES NAMED HEREIN.



             INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of EVI are as follows:

Name                                   Age           Position

Alan Cohen, O.D.                       51            Chairman of the Board of
                                                     Directors
Robert Cohen, O.D.                     57            Director
William F. Stasior                     61            Director
Joel L. Gold                           58            Director
Benito R. Fernandez                    60            Director
Christopher G. Payan                   27            Co-Chief Operating Officer,
                                                     Senior Vice President,
                                                     Chief Financial Officer,
                                                     Secretary and Treasurer
Samuel Z. Herskowitz                   32            Co-Chief Operating Officer
                                                     and Chief Marketing Officer
Myles Lewis                            34            Co-Chief Operating Officer
                                                     and Senior Vice President -
                                                     Business Development
Dr. Nicholas Shashati                  42            President - VisionCare of
                                                     California, Inc. ("VCC")



     Dr. Alan Cohen has served as a director of the Company since its inception;
and,  as of May  31,  2002,  became  the  Company's  Chairman  of the  Board  of
Directors.  He also served as Chief  Operating  Officer of the Company from 1992
until October 1995, when he became Vice Chairman of the Board of Directors,  and
as the Company's President,  Chief Executive Officer and Chief Operating Officer
from  October  1998  through  April 17,  2000,  when he became  President of the
Company's retail optical store division,  which position Dr. Cohen resigned from
on January 9, 2001. Dr. Cohen,  together with his brother,  Dr. Robert Cohen, is
the owner of Meadows  Management,  LLC ("Meadows")  which,  until April 9, 2000,
rendered consulting services to the Company.  From 1974 to the present, Dr. Alan
Cohen has been engaged in the retail and wholesale  optical  business.  For more
than 10 years,  Dr. Cohen has also been a director,  principal  shareholder  and
officer  of Cohen  Fashion  Optical,  Inc.  and its  affiliates  ("CFO"),  which
currently  maintains its principal  offices in Garden City, New York; and, since
January 15, 2001, as President of General Vision  Services,  LLC ("GVS"),  which
currently  maintains its principal  offices in New York City.  Dr. Cohen and his
brother,  Dr. Robert Cohen, are also shareholders of CFO and members of GVS. CFO
and GVS each engage in the operation  (and, in the case of CFO,  franchising) of
retail  optical  stores similar to those operated and franchised by the Company.
Dr. Cohen is also an officer and a director of several privately held management
and real estate  companies and other  businesses.  Dr. Cohen  graduated from the
Pennsylvania  School  of  Optometry  in 1972,  where  he  received  a Doctor  of
Optometry degree.

     Dr.  Robert  Cohen  served as  Chairman  of the Board of  Directors  of the
Company from its inception  through April 7, 2000, when he resigned as Chairman,
but not as a director.  He also served as Chief Executive Officer of the Company
from its inception until October 1995. Dr. Cohen, together with his brother, Dr.
Alan  Cohen,  is the owner of  Meadows,  which,  until  April 9, 2000,  rendered
consulting services to the Company.  From 1968 to the present,  Dr. Robert Cohen


                                       7


has been engaged in the retail and wholesale optical business.  For more than 10
years,  Dr. Cohen has also served as President and a director of CFO; and, since
January 15,  2001,  as the Chief  Executive  Officer of GVS.  Dr.  Cohen and his
brother,  Dr. Alan Cohen,  are also  shareholders of CFO and members of GVS. Dr.
Cohen is also an officer and a director of several privately held management and
real  estate  companies  and other  businesses.  Dr.  Cohen  graduated  from the
Pennsylvania  School  of  Optometry  in 1968,  where  he  received  a Doctor  of
Optometry degree.

     William F. Stasior was appointed as the Company's  Chairman of the Board of
Directors,  effective  April 10, 2000,  and  resigned as Chairman,  but not as a
director, as of July 2, 2001. From 1991 to March 1999, Mr. Stasior served as the
Chairman and Chief Executive Officer of Booz-Allen & Hamilton,  Inc., one of the
world's largest  management and technology  consulting  firms;  and, since March
1999,  he continues  to serve as such  entity's  Senior  Chairman.  Mr.  Stasior
currently  serves on the Board of Advisors  for both  Northwestern  University's
Kellogg Graduate School of Management and INSEAD, the leading business school in
Europe,  and serves on the Board of  Directors  of Opnet  Technologies,  Inc., a
publicly held software company that specializes in enhancing network performance
for the Internet and other applications, and Rare Medium Group, Inc., a publicly
held  investment  company.  Mr.  Stasior also serves on the Board of Advisors of
Vanu,  Inc., a developer of  software-based  radios.  He is also a member of the
Board of Directors of the United Negro College Fund,  and chairs  several of its
committees. He is active in technical professional associations,  and has served
on various panels of the National  Research  Council.  Mr. Stasior holds Masters
and Bachelors degrees from Northwestern University,  in Engineering and Computer
Sciences.

     Joel L. Gold has served as a director of the Company since  December  1995.
He is currently  Executive Vice  President of Investment  Banking of Berry Shino
Securities,  Inc.,  an  investment  banking firm located in New York City.  From
January 1999 until  December  1999, he was an Executive  Vice President of Solid
Capital Markets,  an investment banking firm also located in New York City. From
September  1997 to January  1999,  he served as a Senior  Managing  Director  of
Interbank  Capital  Group,  LLC, an investment  banking firm also located in New
York City.  From April 1996 to September  1997,  Mr. Gold was an Executive  Vice
President  of LT Lawrence & Co.,  and from March 1995 to April 1996,  a Managing
Director of Fechtor Detwiler & Co., Inc., a  representative  of the underwriters
for the Company's  initial public offering.  Mr. Gold was a Managing Director of
Furman Selz  Incorporated  from January  1992 until March 1995.  From April 1990
until  January 1992,  Mr. Gold was a Managing  Director of Bear Stearns and Co.,
Inc. ("Bear  Stearns").  For  approximately 20 years before he became affiliated
with Bear Stearns,  he held various positions with Drexel Burnham Lambert,  Inc.
He is currently a director,  and serves on the  Compensation  Committee of, PMCC
Financial Corp. ("PMCC"), a publicly held specialty, consumer finance company.

     Benito R.  Fernandez  was appointed as a director of the Company as of June
12, 2001. Since 1986, Mr. Fernandez has been the President of Horizons,  located
in Albany,  New York,  an entity  which owns,  develops  and manages real estate
properties,  and which also acts as agent for  various  companies  in the health
field, as well as the President of Horizons  Hotels Corp.,  located in San Juan,
Puerto Rico, which owns and manages hotel properties.  In addition,  since 1980,
Mr.  Fernandez  has been the President of the Brooklyn  Manor Group,  located in
Brooklyn,  New York, an entity which owns and manages a health care facility and
acts as a consultant to various health related facilities;  and, since 1973, has
been the  President  of Typhoon  Fence of L.I.,  Inc.,  the  operator of a fence
construction company located in Long Island, New York. Mr. Fernandez,  who was a
former member of the Federal Reserve Bank of New York Advisory  Council of Small
Business and Agriculture,  graduated from the City University of the City of New
York in 1966, where he received his B.A. in Accounting. In 1999, he received The
South Bronx Board of Trades and The Somos Uno Foundation  Award for  outstanding
professional  leadership  in economic  development;  in 1995,  he  received  the
Bedford Stuyvesant Y.M.C.A. Man of the Year Award; and, in 1990, he received the
New York State Puerto  Rican/Hispanic  Legislator Task Force  Conference  Center
Award for excellence in advancing  business  opportunities for Puerto Ricans and
Latinos.

     Christopher G. Payan joined the Company as its Vice President of Finance in
July 2001.  In October  2001,  he was  appointed  as its Senior Vice  President,
Secretary,  Treasurer and Chief Financial  Officer;  and, on April 29, 2002, was
appointed as one of its Chief Operating  Officers.  From March 1995 through July
2001, Mr. Payan was employed by Arthur  Andersen LLP,  located in Melville,  New
York, one of the world's largest professional  services firms, where he provided
various audit, accounting, consulting and advisory services to various small and
mid-sized  companies  in various  industries.  Mr.  Payan is a certified  public
accountant and holds a Bachelors of Science degree in Accounting, graduating Cum
Laude with Honors from C.W. Post - Long Island University.


                                       8


     Samuel Z.  Herskowitz  joined the  Company in January  1996 and,  effective
April 29, 2002, was appointed as one of its Chief Operating Officers, as well as
its Chief Marketing  Officer.  From 1996 to April 1997, Mr. Herskowitz served as
the Director of Operations of EVI's then wholly-owned subsidiary,  Insight Laser
Centers, Inc. In April 1997, Mr. Herskowitz became responsible for the Company's
corporate  communications and, in January 1998, was appointed to the position of
Director of  Marketing  and  Advertising  of the Company,  in which  position he
served until April 1999, when he became the Company's Vice President - Marketing
and Advertising.  From 1993 to December 1996, Mr. Herskowitz was the Director of
Public  Relations  for  Rosenblum  Eye  Centers  located in New York  City.  Mr.
Herskowitz received a Masters in Business  Administration from Baruch College of
the City University of New York in May 1995.

     Myles  Lewis  joined the  Company in October  1999 as its Vice  President -
Managed  Care  and,  effective  April  29,  2002,  was  appointed  as one of the
Company's  Chief  Operating  Officers  and its Senior Vice  President - Business
Development.  From  October  1998 to  September  1999,  Mr. Lewis served as Vice
President of Managed Care for Vista  Eyecare,  Inc.,  located in  Lawrenceville,
Georgia,  as well as  President  of  ProCare  Eye  Exam,  Inc.,  Vista's  health
maintenance  organization located in the State of California.  From January 1993
to  September  1998,  Mr. Lewis was  employed by New West  Eyeworks,  located in
Tempe,  Arizona,  in various  executive  capacities,  including Vice President -
Managed Care,  President of Vista Eyecare  Network,  LLC, a managed care company
owned by New West Eyeworks,  and Director of Strategic  Projects and Operations.
Mr. Lewis graduated from Arizona State  University in 1991,  where he received a
Bachelors of Science degree in Management.

     Dr. Nicholas Shashati has been the Director of Professional Services of the
Company since July 1992 and, since March 1, 1998, the President of the Company's
wholly owned  subsidiary,  VCC. Dr. Shashati earned a Doctor of Optometry degree
from Pacific University of California in 1984, and received a Bachelor of Visual
Science  degree from  Pacific  University  and a Bachelor  of Science  degree in
Biology  from San  Diego  State  University.  Dr.  Shashati  is  licensed  as an
optometrist  in the States of New York,  California,  Arizona and Oregon.  He is
Chairperson  for the Quality  Assurance  Committee of the Company,  as well as a
Practice Management Consultant.



                       OPERATION OF THE BOARD OF DIRECTORS

     During  the  fiscal  year  ended  December  31,  2001,  the Board held nine
meetings in person,  held two additional meetings  telephonically,  and acted by
unanimous written consent six times. Each director (including Messrs. Gregory T.
Cook and Suresh Mathews, who both resigned as directors in March 2001, Mr. Jerry
Novack, who resigned as a director on April 15, 2002, and Mr. Robert S. Hillman,
who  resigned  as a  director  on May 30,  2002)  attended  at least  75% of the
meetings  held by the Board  during the period in which  such  director  served,
including the meetings held by the Committees on which such director served.

Committees of the Board

     The standing committees of the Board include the Executive  Committee,  the
Audit Committee, the Compensation Committee and the Independent Committee.

     The Executive  Committee,  whose members currently are Benito R. Fernandez,
Alan Cohen and Joel L. Gold (and  whose  members,  from time to time  during the
2001 fiscal year, also included  William F. Stasior,  Gregory T. Cook and Robert
S.  Hillman) is  generally  authorized  to  exercise  the powers of the Board in
connection  with the  management  of the Company;  provided,  however,  that the
Executive  Committee does not have the authority to submit to  shareholders  any
action that needs shareholder approval under law, fill vacancies in the Board or
in any Committee,  fix the compensation of directors for serving on the Board or
on any  Committee,  amend or repeal  the  By-Laws  of the  Company  or adopt new
by-laws of the Company, or amend the Company's Certificate of Incorporation. The
Executive  Committee was established in December 1995 and, during the year ended
December 31, 2001, met once in person and acted nine times by unanimous  written
consent.


                                       9


     The Audit Committee, whose members currently are William F. Stasior, Benito
R. Fernandez and Joel L. Gold (and whose  members,  from time to time during the
2001 fiscal year, also included Suresh Mathews), recommends the selection of the
Company's independent auditors,  receives reports from such independent auditors
on any  material  recommendations  made to  management,  and  reviews,  with the
auditors,  any  material  questions or problems  with respect to the  accounting
records, procedures or operations of the Company which have not been resolved to
their satisfaction after having been brought to the attention of management. The
Audit  Committee,  which was  established  in December  1995, met once in person
during the year ended December 31, 2001 and three times telephonically.

     The  Compensation   Committee,   whose  members  currently  are  Benito  R.
Fernandez,  Alan  Cohen and Joel L. Gold (and whose  members,  from time to time
during the 2001 fiscal year, also included  William F. Stasior,  Gregory T. Cook
and  Robert  S.  Hillman)  administers  EVI's  1995  Stock  Incentive  Plan  and
recommends  to the Board the salaries and bonuses of the  executive  officers of
the Company.  The  Compensation  Committee was established in December 1995 and,
during the year ended  December 31, 2001,  met two times in person and acted two
times by unanimous written consent.

     The Independent Committee,  whose members currently are William F. Stasior,
Benito  R.  Fernandez  and Joel L. Gold (and  whose  members,  from time to time
during the 2001  fiscal  year,  also  included  Suresh  Mathews),  is  generally
authorized to review any transaction (or series of transactions)  involving more
than  $10,000  in any single  instance,  or more than  $50,000 in the  aggregate
(other  than  compensation  matters  which are  determined  by the  Compensation
Committee)  between  the  Company  and:  (i)  any  of its  directors,  officers,
principal shareholders and/or each of their respective  affiliates;  or (ii) any
employee  of, or  consultant  to, the Company who also  renders  services to CFO
and/or GVS, retail optical  companies  owned, in part, by certain  directors and
shareholders of the Company,  whether or not for  compensation.  The Independent
Committee was  established in December 1995 and,  during the year ended December
31, 2001, met once in person and acted five times by unanimous written consent.



                              DIRECTOR COMPENSATION

     Directors  who are not  employees or  executive  officers of the Company or
associated with the Company receive $1,000 for each Board and Committee  meeting
attended  in person,  and $250 for each  Board and  Committee  meeting  attended
telephonically.  Further,  all directors are reimbursed for certain  expenses in
connection with their attendance at Board and Committee meetings.

     On April  26,  2001,  the  Compensation  Committee  of the  Board  (and the
Independent  Committee as it relates to Drs.  Robert and Alan Cohen)  authorized
the grant,  to each of Dr.  Robert  Cohen,  Dr. Alan Cohen and Joel L. Gold,  of
options to purchase 100,000 shares of EVI's Common Stock,  each of which options
has a term of ten years, has an exercise price equal to the Closing Price on the
date  of  grant  ($0.33)  and  vested  immediately;  and on June  4,  2001,  the
Compensation  Committee  authorized the grant, to William F. Stasior, of options
to purchase  100,000  shares of EVI's Common Stock at an exercise price equal to
the closing price on the date of grant ($0.27), which options have a term of ten
years and vested immediately.

     Other than with respect to the reimbursement of expenses, directors who are
employees  or  executive  officers  of the Company  will not receive  additional
compensation for serving as a director.


      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
EVI's  executive  officers  and  directors,  and  persons  who own more than ten
percent of a  registered  class of EVI's equity  securities,  to file reports of
ownership and changes in ownership with the  Securities and Exchange  Commission
(the  "SEC").  Executive  officers,  directors  and  greater  than  ten  percent
shareholders are required, by SEC regulation,  to furnish EVI with copies of all
Section 16(a) forms they may file.

                                       10


     Based  solely on a review of the copies of such forms  furnished to EVI, or
written representations that no Forms 5 were required, EVI believes that, during
the year  ended  December  31,  2001,  all  Section  16(a)  filing  requirements
applicable  to its  executive  officers,  directors and greater than ten percent
beneficial  owners were complied with, except that Messrs.  Hillman,  Herskowitz
and Lewis filed their Forms 3 after the  respective  required  deadlines and Mr.
Fernandez filed certain of his Forms 4 after the required deadlines.


                             EXECUTIVE COMPENSATION

     The following Summary  Compensation Table sets forth the compensation,  for
the three years ended December 31, 2001,  of: (i) each  individual who served as
the Chief Executive Officer of EVI during the year ended December 31, 2001; (ii)
each of the Company's two most  highly-compensated  executive  officers who were
serving as executive officers of the Company and/or VCC as of December 31, 2001;
and (iii)  one  additional  individual  who would  have been  included  with the
individuals  described  in clause (ii)  above,  but for the fact that he was not
serving  as an  executive  officer  of  the  Company  as of  December  31,  2001
(collectively, the "Named Executive Officers"):


                           SUMMARY COMPENSATION TABLE




                                                                            Long  Term
                                                                           Compensation
                                                                            Securities
                                 Fiscal      Annual Compensation            Underlying           All Other
Name and Principal Position       Year      Salary          Bonus          Stock Options       Compensation
-------------------------------  ------    --------------------------     ---------------     --------------


                                                                                
Robert S. Hillman,                2001      $115,345     $     -             500,000 (3)       $ 21,851
Former President  and Chief
Executive Officer (1)

Michael C. McGeeney,              2001      $      -     $     -                   -           $      -
Former President and Chief
Executive Officer (5)

Gregory T. Cook,                  2001      $ 62,577 (7) $     -             250,000 (8)       $277,000 (9)
Former President and Chief        2000      $167,692 (10)$     -             800,000 (11)      $  2,000 (12)
Executive Officer (6)

George D. Papadopoulos,           2001      $163,673 (14)$     -             150,000 (15)      $      -
Former Senior Vice                2000      $ 96,154 (16)$     -             100,000 (17)      $      -
President, Chief Financial
Officer, Secretary and
Treasurer (13)

Dr. Nicholas Shashati,            2001      $102,000 (18)$     -             100,000 (19)      $ 24,200 (20)(21)
President - VisionCare of         2000      $102,000 (18)$     -                   -           $  6,000 (20)
California, Inc.                  1999      $102,000 (18)$     -              30,000 (8)       $  6,000 (20)




     (1) Mr. Hillman became the President,  Chief Executive Officer and Chairman
of the Board of  Directors  of the Company on July 2, 2001,  which  positions he
resigned from on May 30, 2002.

     (2) Represents  salary paid to Mr. Hillman for the period from July 2, 2001
through December 31, 2001.

     (3) All of  these  options  were  cancelled  as a result  of Mr.  Hillman's
resignation from the Company on May 30, 2002.


                                       11


     (4) Represents automobile lease payments made on behalf of Mr. Hillman, the
costs of insuring such automobile,  and corporate  apartment lease payments made
on behalf of Mr. Hillman.

     (5) Mr.  McGeeney  became the  President of the Company's  retail  optical,
laser and  ambulatory  surgery  center  businesses on January 16, 2001,  and the
President and Chief  Executive  Officer of the Company on March 22, 2001,  which
positions  he resigned  from on June 29,  2001.  Mr.  McGeeney  was employed and
compensated  by Goldin  Associates,  LLC, a firm  retained  by the  Company,  on
January 16, 2001, to provide interim management  services to the Company, at the
direction of the Board, which retention ceased on June 29, 2001.

     (6) Mr. Cook was appointed to the position of President and Chief Executive
Officer of EVI's Internet  division,  effective February 22, 2000 and, effective
as of April 18, 2000, as the Company's  President and Chief  Executive  Officer,
which positions he resigned from on March 27, 2001.

     (7) Represents  salary paid to Mr. Cook for the period from January 1, 2001
through March 27, 2001.

     (8) All of these options are fully vested and exercisable.

     (9)  Represents  severance  paid to Mr.  Cook upon the  termination  of his
employment by the Company.

     (10)  Represents  salary paid to Mr. Cook for the period from March 1, 2000
through December 31, 2000.

     (11)  One-third  (33  1/3%) of these  options  vested  on March 1, 2001 and
remain  outstanding  and  exercisable;  and the  balance of these  options  were
cancelled as a result of Mr. Cook's resignation from the Company in March 2001.

     (12) Represents legal fees paid to Mr. Cook's attorney.

     (13) Mr.  Papadopoulos  became Vice  President  of the  Company's  Internet
Division in March 2000 and, on March 22, 2001, became its Senior Vice President,
Chief Financial  Officer,  Secretary and Treasurer,  which positions he resigned
from on December 14, 2001.

     (14) Represents salary paid to Mr. Papadopoulos for the period from January
1, 2001 through December 14, 2001.

     (15) All of these options  vested and became fully  exercisable on December
14, 2001.

     (16) Represents  salary paid to Mr.  Papadopoulos for the period from March
13, 2000 through December 31, 2000.

     (17) All of these options were  cancelled on December 14, 2001, as a result
of Mr. Papadopoulos' resignation from the Company.

     (18) Represents salary paid to Dr. Shashati by VCC.

     (19)  One-third  of these  options  are  fully  vested;  and an  additional
one-third  will  vest on each of April  26,  2003 and  2004,  provided  that Dr.
Shashati is then still employed by the Company.

     (20) Includes car allowance payments made to Dr. Shashati.

     (21) Includes additional salary paid to Dr. Shashati by EVI.


                        OPTION GRANTS IN LAST FISCAL YEAR

     During  the  fiscal  year  ended  December  31,  2001,  EVI's  Compensation
Committee (the "Committee") granted the following options to the Named Executive
Officers:

     (i) On March 21, 2001, the Committee granted to George D. Papadopoulos, its
then Senior Vice President,  Chief Financial  Officer,  Secretary and Treasurer,
additional  options to purchase  150,000  shares of EVI's Common Stock,  each of
which has a term of ten (10) years and provides  for an exercise  price equal to
the  composite  closing  price of EVI's  Common  Stock,  as quoted on the Nasdaq
National Market System (the "Closing  Price") on the date of grant,  and each of
which became vested and  immediately  exercisable on December 14, 2001, the date
of Mr. Papadopoulos' termination of employment by the Company.

     (ii) On March 23,  2001,  the  Committee  granted to  Gregory  T. Cook,  in
connection  with the  termination of his  employment by the Company,  additional
options to purchase  250,000  shares of EVI's Common Stock,  each of which has a
term of five (5) years and provides  for an exercise  price equal to the Closing
Price on the date of grant,  each of which options became vested and immediately
exercisable.


                                       12


     (iii) On April 26, 2001, the Committee  granted to Nicholas  Shashati,  the
President of VCC,  additional options to purchase 100,000 shares of EVI's Common
Stock,  each of which has a term of ten (10) years and  provides for an exercise
price  equal to the  Closing  Price on the date of grant.  One-third  (33.3%) of
these options vested on April 26, 2002, and an additional one-third (33.3%) will
vest on each of April 26,  2003 and 2004,  provided  that Dr.  Shashati  is then
still employed by the Company.

     (iv) On July 2,  2001,  the  Committee  granted to Robert S.  Hillman,  the
Company's then President and Chief  Executive  Officer,  an aggregate of 500,000
options to purchase  EVI's  Common  Stock,  each of which had a term of ten (10)
years, provided for and exercise price equal to the Closing Price on the date of
grant,  and were  cancelled as a result of Mr.  Hillman's  resignation  from the
Company on May 30, 2002.

     The following table sets forth  information  concerning the options granted
during 2001 to each of the Company's Named Executive Officers:




                                         % of Total
                          Number of       Options                                     Potential Realizable Value of
                           Shares        Granted to     Exercise                      Assumed Annual Rates of Stock
                         Underlying     Employees in     Price                       Price Appreciation for Option Term
       Name           Options Granted   Fiscal Year    Per Share    Expiration Date          5%                10%
--------------------- ---------------- -------------- ------------- ---------------- ------------------ ----------------


                                                                                        
Robert S. Hillman      500,000            22.8%         $0.43          7/02/11(*)      $  135,212         $   342,655
Gregory T. Cook        250,000            11.4%         $0.25          3/23/06         $   17,268         $    38,157
George D. Papadopoulos 150,000             6.8%         $0.22          3/21/11         $   20,754         $    52,594
Dr. Nicholas Shashati  100,000             4.6%         $0.33          4/26/11(**)     $   20,754         $    52,594




     (*) Each of these  options  was  cancelled  as a  result  of Mr.  Hillman's
resignation from the Company on May 30, 2002.

     (**) Subject to earlier cancellation ninety (90) days after the resignation
or termination of the employee's employment by the Company.


                 AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES



                             Shares
                            Acquired                      Number of Securities
                               on          Value         Underlying Unexercised       Value of Unexercised In-the-Money
                            Exercise     Realized        Options at FY-End (#)             Options at FY-End ($)*
   Name                        (#)          ($)        Exercisable/Unexercisable        Exercisable/Unexercisable
------------------------- ------------ ------------ ------------------------------- ------------------------------------
                                                                                
Robert S. Hillman               -        $   -                  -0-/500,000                 $0.00/$0.00
Gregory T. Cook                 -        $   -              516,667/-0-                     $0.00/$0.00
George D. Papadopoulos          -        $   -              150,000/-0-                     $0.00/$0.00
Dr. Nicholas Shashati           -        $   -               73,333/100,000                 $0.00/$0.00




                                       13


     * Based on the OTC Bulletin  Board  closing price for the last business day
of the fiscal year ($0.095).  The stock options  granted to the Named  Executive
Officers have exercise prices as follows: Robert S. Hillman:  500,000 options at
$0.43;  Gregory T. Cook:  266,667 options at $8.06 and 250,000 options at $0.25;
George D. Papadopoulos:  150,000 options at $0.22; and Nicholas Shashati: 10,000
options at $7.50,  10,000 options at $3.25,  20,000 options at $6.31 and 100,000
options at $0.33.


                                       14



Stock Price Performance Graph

     The following graph shows the annual  cumulative total  shareholder  return
for the fiscal year ended  December 31, 2001 based on an assumed  investment  of
$100.00 on December 31, 1996.  The  Company's  Common Stock began trading on the
Nasdaq  Stock  Market on December  20,  1995 at a price of $7.50 per share.  The
graph  compares the Company's  performance  with that of the S&P 500 Index and a
peer group of its main competitors.


[OBJECT OMITTED]


                                       15



             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Compensation  Committee of the Board has furnished the following report
on executive compensation:


Philosophy

     The  compensation  philosophy  of the Company is to develop  and  implement
policies  that  will  encourage  and  reward  outstanding  performance,  seek to
increase the profitability of the Company,  and maximize the Company's return on
equity so as to increase shareholder value. Maintaining competitive compensation
levels in order to attract and retain  executives who bring valuable  experience
and skills to the  Company is also an  important  consideration.  The  Company's
executive  compensation  programs  are  designed to attract and retain  talented
individuals and motivate them to achieve the Company's  business  objectives and
performance targets, including increasing long-term shareholder value.

     The Compensation Committee of the Board is comprised of the following three
directors:  Benito R. Fernandez,  Alan Cohen and Joel L. Gold.  Working with the
Company, the Compensation  Committee develops and implements  compensation plans
for the Company's executive officers.


Compensation Structure

     The Compensation Committee believes that it is in the best interests of the
Company and its  shareholders  that its executive  officers be  compensated in a
manner that provides  such officers with a strong  incentive to advance both the
short-term and long-term interests of the Company.

     The annual cash compensation of most of the Company's  executive  officers,
excluding  Michael C.  McGeeney,  the Company's  President  and Chief  Executive
Officer  until  June 30,  2001  (who was  employed  and  compensated  by  Goldin
Associates,  LLC, a firm retained by the Company to provide  interim  management
services),  consists  primarily  of an  annual  salary  and stock  options.  The
Compensation  Committee  also has  discretion  to award  bonuses  to each of the
executive officers.

     Non-cash  compensation  of executive  officers  consists of options granted
under the Company's 1995 Stock Incentive Plan. These stock options produce value
for executives  only if the Company's  stock price increases over the respective
option exercise prices. Although there are no particular targets with respect to
the number of options granted to an executive  officer,  in general,  the higher
the  level  of  an  executive's  responsibility,  the  larger  this  stock-based
component of such person's compensation will be. In addition, in determining the
size of option  awards for a  particular  executive  officer,  the  Compensation
Committee  considers  the amount of stock  options  awarded  to other  executive
officers in a like position.

     The compensation of each executive  officer (other than the Chief Executive
Officer) is based on an annual review of such officer's performance by the Chief
Executive Officer and his recommendations to the Compensation Committee; and the
compensation  of the Chief Executive  Officer is determined by the  Compensation
Committee.  In  establishing  and  administering  the  variable  elements in the
compensation of the Company's  executive  officers,  the Compensation  Committee
tries  to  recognize  individual  contributions,  as  well as  overall  business
results.  Compensation  levels are also  determined  based upon the  executive's
responsibilities,  the efficiency and  effectiveness  with which he/she marshals
resources and oversees the matters under his/her supervision,  and the degree to
which he/she has contributed to the  accomplishment  of major tasks that advance
the Company's goals.


Executive Officer Compensation for 2001

     During the fiscal  year ended  December  31,  2001,  each of Mr.  Robert S.
Hillman, the Company's President and Chief Executive Officer from and after July
2, 2001, Mr. George D. Papadopoulos,  its Senior Vice President, Chief Financial
Officer,  Secretary and Treasurer  from and after March 22, 2001, Mr. Gregory T.
Cook,  the President and Chief  Executive  Officer of the Company from and after
April 18, 2000, Ms. Sara V. Traberman,  the Company's  Chief  Financial  Officer
from and after April 18, 2000,  Mr. James C. Ewer,  the Senior Vice President of


                                       16


the Company's Internet division from and after February 22, 2000, and Mr. Joseph
Silver,  the Company's Vice  President - Legal Affairs and General  Counsel from
and after March 1, 2000,  were  employed by the Company  pursuant to  employment
agreements entered into with each such individual;  however, as noted below, Mr.
Silver's agreement was terminated by the Company on February 28, 2001 and, as of
the date  hereof,  has not been  renewed,  although he continues to serve as the
Company's General Counsel. In addition, Mr. Hillman resigned from the Company on
May 30, 2002, Mr.  Papadopoulos  resigned from the Company on December 14, 2001,
Messrs.  Cook and Ewer  resigned  from the  Company on March 27,  2001,  and Ms.
Traberman  resigned from the Company on April 24, 2001. The base salary to which
each  executive  officer  was  entitled to during the 2001 fiscal year was based
upon the Company's goal of attracting and retaining  qualified  executives and a
comparison of the base  salaries  paid to  executives of other  companies in the
retail optical and related industries.

     During the fiscal year ended  December 31,  2001,  the  following  employee
stock options were granted by the Compensation  Committee to the Company's Named
Executive  Officers:  Robert S.  Hillman -  500,000;  Gregory T. Cook - 250,000;
George D.  Papadopoulos - 150,000,  and Nicholas Shashati - 100,000 (See "Option
Grants In Last Fiscal Year").

     Although the Compensation  Committee believes that the compensation paid to
its executive  officers is comparable to compensation paid by similar companies,
it has not made any independent investigation.

     The  Compensation  Committee feels that actions taken  regarding  executive
compensation  are  appropriate  in  view of  each  individual's,  as well as the
Company's, overall performance.


                                       17


Chief Executive Officer Compensation for 2001

     Robert S. Hillman  served as the Company's  President  and Chief  Executive
Officer from July 2, 2001 through May 30, 2002,  when he resigned.  The terms of
Mr. Hillman's  employment by the Company are described  below, in detail,  under
"Employment Contracts."

     Michael C. McGeeney  served as the Company's  President and Chief Executive
Officer  from March 22,  2001  through  June 29,  2001,  when he  resigned.  Mr.
McGeeney was employed and compensated by Goldin Associates, LLC, a firm retained
by the Company,  on January 16, 2001, to provide interim management  services to
the Company, at the direction of the Board.

     Gregory  T. Cook  served as the  Company's  President  and Chief  Executive
Officer  from April 18, 2000  through  March 27,  2001.  Pursuant to Mr.  Cook's
employment  agreement,  he was  appointed to the position of President and Chief
Executive  Officer of the Company's  Internet division at an initial annual base
salary of  $200,000,  increasing  by at least five  percent for each year of the
term thereafter.  In addition, the agreement: (i) provided for the grant, to Mr.
Cook, of options to purchase 800,000 shares of the Company's Common Stock,  each
at an exercise price equal to the Closing Price on the day immediately preceding
the date of his commencement of employment ($8.06),  and one-third of which were
to vest  as of the  expiration  of  each  year of the  term  thereof;  and  (ii)
permitted Mr. Cook to terminate such employment agreement upon the occurrence of
certain  specified  events,  whereupon  the Company  would be  required  to: (x)
immediately vest all of the options  previously granted to Mr. Cook; and (y) pay
to Mr. Cook  severance  in an amount equal to (A) all  compensation  which would
have otherwise become payable to him through the original expiration date of the
term of the agreement  (February 22, 2003),  plus (B) the sum of $2 million (the
"Base Amount"),  which Base Amount was to be reduced (under certain  conditions)
by the excess,  if any, of the then fair market value of the options  granted to
Mr. Cook, over the exercise price thereof.

     The Committee  believes that the 2001 salaries of Messrs.  Hillman and Cook
were reasonable in light of their  leadership.  The Committee  believes that the
2001 compensation  level of each of these individuals  reflected the Committee's
confidence in each of them and the Company's desire, in each case, to retain the
talents of each such  individual.  In each  instance,  the  Committee  sought to
provide a total  compensation  package that is competitive  with individuals who
hold  comparable  positions  or have  similar  qualifications  in other  similar
organizations.


                                                    Respectfully submitted:

                                                    THE COMPENSATION COMMITTEE
                                                    By:  Benito R. Fernandez
                                                         Alan Cohen
                                                         Joel L. Gold
Dated: June 3, 2002


                                       18



Compensation Committee Interlocks and Insider Participation

     The current members of the  Compensation  Committee (the  "Committee")  are
Benito R. Fernandez, Alan Cohen and Joel L. Gold. Additionally, Gregory T. Cook,
Robert Cohen,  Robert S. Hillman and William F. Stasior  served on the Committee
at various times during 2001.

     Dr. Alan Cohen, who is a member of the Committee,  was an executive officer
of the Company during 2001, and has certain  relationships with the Company, all
as described  below in "Certain  Transactions  and Other  Matters".  Dr.  Robert
Cohen,  who was also a member of the  Committee  during  2001,  was an executive
officer of the Company until April 7, 2000, and has certain  relationships  with
the Company, all as described below in "Certain Transactions and Other Matters".
Mr. Hillman, who was also a member of the Committee, was an executive officer of
the Company,  and had certain  relationships with the Company,  all as described
below in "Certain Transactions and Other Matters".


             REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

     The  Audit  Committee   assists  the  Board  in  fulfilling  its  oversight
responsibilities  to  the  Company's  shareholders  relating  to  the  Company's
financial  statements  and the  financial  reporting  process,  the  systems  of
internal accounting and financial controls,  and the audit process.  The primary
responsibility   for  the  Company's   financial   reporting  lies  with  senior
management.  The Company's  independent  accountants,  Arthur  Andersen LLP, are
responsible for expressing an opinion on the conformity of the Company's audited
financial  statements  with  generally  accepted  accounting  principles for the
United States.

     Each of the Audit Committee  members is independent as defined by the rules
of  The  Nasdaq  Stock  Market,   Inc.  The  Audit  Committee  members  are  not
professional  accountants or auditors,  and their  functions are not intended to
duplicate  or  certify  the  activities  of  management   and  the   independent
accountants. The Audit Committee operates under a written charter adopted by the
Board.

     In this  context,  the Audit  Committee  has  reviewed and  discussed  with
management the Company's audited financial  statements.  The Audit Committee has
discussed with the independent  accountants the matters required to be discussed
by  Statement  on  Auditing  Standards  No.  61,   "Communications   with  Audit
Committees."

     The Audit  Committee has received and reviewed the written  disclosures and
the  letter  from  the  independent  accountants  required  by  the  Independent
Standards   Board  Standard  No.  1,   "Independence   Discussions   with  Audit
Committees," and has discussed with the independent  accountants the independent
accountants' independence.

     Based on the reviews and discussions referred to above, the Audit Committee
recommended  to the Board that the  Company's  audited  financial  statements be
included in EVI's Annual Report on Form 10-K for the fiscal year ended  December
31, 2001, for filing with the Securities and Exchange Commission.

                                                   Respectfully submitted:

                                                   THE AUDIT COMMITTEE
                                                   By:  William F. Stasior
                                                        Benito R. Fernandez
                                                        Joel L. Gold
June 3, 2002


                                       19


                              EMPLOYMENT CONTRACTS

     On June 6, 2001,  the Company and Mr.  Robert S.  Hillman  entered  into an
employment  agreement  pursuant  to  which  he was  appointed  as the  Company's
President  and  Chief  Executive  Officer  for a  period  of  three  (3)  years,
commencing  July 2, 2001.  Pursuant  to said  agreement,  Mr.  Hillman:  (i) was
initially  paid an annual  base  salary of $250,000  per year;  (ii)  received a
monthly automobile allowance of $400.00 (which amount was subsequently increased
to $850.00 per month); (iii) was entitled to the use of a corporate apartment to
be leased and  partially  furnished by the Company;  and (iv) was entitled to an
annual  bonus in an amount  equal to ten  percent by which the Net Income of the
Company  (as said term is defined in the  Agreement)  for any fiscal year ending
June 30th, was not less than $2,000,000, which minimum Net Income would increase
to the Net Income  achieved by the  Company  during any fiscal year in which the
Company was required to pay such annual bonus to Mr. Hillman, if any.

     Thereafter,  on July 11, 2001,  the members of the  Compensation  Committee
agreed to reimburse Mr.  Hillman for his moving  expenses (in  relocating to the
United States), in the amount of $20,000. In addition, on December 15, 2001, Mr.
Hillman and EVI  modified  his  original  agreement so as to: (i) require EVI to
lease a new  apartment  for Mr.  Hillman at a rental per month  higher than that
previously agreed to by the Committee; and (ii) reduce Mr. Hillman's annual base
salary by the sum of $14,450 as a result thereof.

     In addition,  Mr.  Hillman,  pursuant to the terms of said  agreement,  was
granted:  (i) 250,000 employee stock options,  one-third  (33.3%) of which would
have otherwise vested on each of July 1, 2002, 2003 and 2004,  provided that Mr.
Hillman was still then  employed by the  Company;  and (ii)  250,000  additional
employee  stock options,  each of which would have  otherwise  vested on July 1,
2010  (provided  that Mr.  Hillman  was still  then  employed  by the  Company);
provided,  however, that: (x) one-third (33.3%) of such additional options would
have otherwise  vested as of August 31st of any year following the expiration of
a fiscal year  (ending  June 30th) in which the Company  achieved Net Income (as
defined in the  Agreement) of at least $2 million;  (y) an additional  one-third
(33.3%) of such additional options would have otherwise vested as of August 31st
of any year  following  the  expiration  of a fiscal year  (ending June 30th) in
which  the  Company  achieved  Net  Income  of at least $3  million;  and (z) an
additional  one-third  (33.3%) of such  additional  options would have otherwise
vested as of August 31st of any year  following the  expiration of a fiscal year
(ending  June  30th) in which the  Company  achieved  Net  Income of at least $4
million.

     On May 30,  2002,  Mr.  Hillman  resigned  from the  Company and all of his
options were cancelled.


                     CERTAIN TRANSACTIONS AND OTHER MATTERS

Cohen's Fashion Optical

     Drs.  Robert and Alan Cohen are  officers and  directors  of Cohen  Fashion
Optical,  Inc. ("CFO"),  including its affiliate,  Real Optical,  LLC. ("REAL").
CFO, which has been in existence  since 1978,  owns a chain of  company-operated
and  franchised  retail  optical  stores doing  business under the name "Cohen's
Fashion  Optical." As of April 22,  2002,  CFO had 71  franchised  stores and 13
company-owned  stores (including one store operated by an affiliate of CFO under
the name "Cohen's  Optical").  In addition,  CFO also licenses to retail optical
stores the right to operate  under the name  "Cohen's Kids Optical" or "Ultimate
Spectacle."  As of April 22,  2002,  there were two  Ultimate  Spectacle  stores
located  in the State of New York;  and REAL,  as of such date,  operated  three
stores (under the name "Cohen's Fashion Optical"),  all of which were located in
New York State.  CFO and REAL stores are similar to the Company's retail optical
stores.  CFO has been  offering  franchises  since 1979 and currently has retail
optical  stores  in  the  States  of   Connecticut,   Florida,   New  Hampshire,
Massachusetts,  New Jersey and New York. In the future, Cohen's Fashion Optical,
Cohen's Kids Optical or Ultimate  Spectacle  stores may be located in additional
states.  As of April 22, 2002,  approximately  20 CFO stores were located in the
same  shopping  center  or mall as, or in close  proximity  to,  certain  of the
Company's  retail  optical  stores.  It is possible that one or more  additional
Cohen's  Fashion  Optical  stores,  Cohen's  Kids  Optical  stores  or  Ultimate
Spectacle  stores  may,  in the  future,  be  located  near  one or  more of the


                                       20


Company's retail optical stores,  thereby  competing  directly with such Company
stores.  In addition,  the Company's  stores and certain of CFO's stores jointly
participate,  as providers,  under certain third party benefit plans obtained by
either the Company or CFO,  which  arrangement is anticipated to continue in the
future.

     In January 2002, the Company  subleased from CFO, for a term of five years,
a portion  of the space then  being  leased by CFO in a building  located at 100
Quentin Roosevelt Boulevard, Garden City, New York and, in connection therewith,
relocated its principal executive offices to such premises. The Company believes
that its rent with respect to such  premises is equal to the fair market  rental
value of such space.

     Until January 10, 2002,  the Company  subleased,  from a limited  liability
company owned by certain of the Company's directors and principal  shareholders,
and shared with CFO and others,  an office building located in East Meadow,  New
York.  Occupancy  costs were  appropriately  allocated based upon the applicable
square footage leased by the respective tenants of the building.  On January 10,
2002,  the Company  relocated  its  principal  executive  offices to 100 Quentin
Roosevelt  Boulevard,  Garden  City,  New York,  and, in  connection  therewith,
entered into a sublease with CFO for one of the two floors then being  subleased
to CFO, for a term of five years.  Occupancy costs are being  allocated  between
the Company and CFO based upon the respective  square  footages being  occupied.
Management  believes that its rent with respect to such premises is equal to the
fair market rental value thereof.


General Vision Services

     In January 2001,  General Vision Services,  LLC ("GVS"), a Delaware limited
liability company located in New York City and beneficially  owned, in principal
part,  by Drs.  Robert and Alan Cohen and certain  members of their  respective,
immediate families (collectively, the "Cohen Family") acquired substantially all
of the  assets of  General  Vision  Services,  Inc.  As of April 22,  2002,  GVS
operated  approximately  20  retail  optical  stores  located  in the  New  York
metropolitan  area,  which  stores  are  similar to the  retail  optical  stores
operated  and  franchised  by  the  Company.  In  addition,   GVS  solicits  and
administers third party benefit programs similar to those being  administered by
the Company.  It is possible that a GVS store,  or another  retail optical store
which provides third party benefit plans  administered by GVS, may now or in the
future be located near one or more of the Company's  retail  optical  stores and
may be competing directly with such store.

     Furthermore,  the Company,  CFO and/or GVS jointly  participate  in certain
third party benefit plans,  and certain of the Company's  retail optical stores,
CFO's stores and GVS' stores  participate as providers under third party benefit
plans obtained by either the Company,  CFO or GVS and, in all  likelihood,  will
continue to do so in the future.

     In June 2001,  the Company  subleased to GVS its retail  optical store (and
the furniture,  fixtures and equipment located  therein),  located in Nyack, New
York,  at a rent per month equal to the rent and  additional  rent payable under
the Master Lease for such store,  less a monthly  rental  credit,  until May 31,
2003,  of $2,500.  Pursuant to the terms of such  sublease,  the Company will be
required to transfer and convey to GVS all of such store's  furniture,  fixtures
and equipment from and after June 15, 2003,  provided GVS is not then in default
in performing its obligations under such sublease.

     Further,  in  April  2002,  EVI  sold  to  GVS,  for  the  sum of  $55,000,
substantially  all of the assets of one of its stores  located in New York City,
together with all of the capital stock of its wholly-owned subsidiary,  Sterling
Vision of 125th  Street,  Inc.,  which is the tenant  under the Master Lease for
such store.


Additional Agreements and Transactions Between the Company and the Cohen Family

     During the fiscal year ended  December 31, 2001,  certain of the  Company's
real estate and construction supervisory service personnel were also employed by
CFO  in  similar  positions.  The  Company  believes  that  the  terms  of  this
transaction were as favorable to the Company as could have been obtained from an
unrelated party.





     On December 6, 2001,  the Company  borrowed  from  Broadway  Partners,  LLC
("Broadway"),  a New York  partnership  owned by certain of Dr.  Robert and Alan
Cohen's  children,  the sum of  $300,000,  which loan,  together  with  interest
thereon,  calculated  at 1% above  the prime  rate of  interest,  was  repaid to
Broadway, in full, on January 23, 2002.

     During 2001, the Company  purchased from City Lens, Inc. ("City Lens"),  an
ophthalmic  lens  laboratory  owned,  directly or indirectly,  by members of the
Cohen family,  ophthalmic  lenses and certain lens refinishing  services for its
Company-owned  stores.  For the year ended  December 31, 2001, the total cost of
such lenses and services  purchased from City Lens, was approximately  $243,000.
The Company believes that the cost of such lenses and services were as favorable
to the Company as those which could have been obtained  from an unrelated  third
party.


Horizons Investors Corp. and Matters Relating to Benito R. Fernandez

     In November 2001,  Horizons purchased from Rare Medium,  Inc.  ("Rare"),  a
portion  (1,325,000)  of the shares of EVI's Common Stock  previously  issued to
Rare  pursuant to its various  agreements  with such entity;  and, in connection
therewith,  Horizons acquired Rare's right to require EVI to use its reasonable,
good faith efforts to register all such shares under the Securities Act of 1933,
as amended (the "Act").

     On December 3, 2001 and  December  20,  2001,  the  Company  borrowed  from
Horizons the sums of $150,000 and $300,000,  respectively,  each of which loans,
together with  interest  thereon,  calculated  at 1% above the prime rate,  were
repaid by the Company, in full, on January 23, 2002.

     On January 23,  2002,  the Company and  Horizons  entered  into a series of
agreements  pursuant to which Horizons  established,  in favor of the Company, a
credit  facility,  in the  maximum  amount  of  $1,000,000  and,  in  connection
therewith, the Company obtained from Horizons an initial advance thereunder,  in
the amount of $300,000.  Loans under such credit facility:  (i) are secured by a
pledge to Horizons of a  substantial  portion of the Company's  franchise  notes
receivable; (ii) must be in increments of at least $150,000; (iii) bear interest
at the  rate of 1% above  the  prime  rate;  and  (iv)  must be fully  amortized
(repaid)  over the then  remaining  term of the  facility,  which will expire on
January 23, 2004.  In addition,  pursuant to the terms of such  agreements  with
Horizons,  the Company:  (i) is required to pay to Horizons a facility fee equal
to 2% per annum of the average daily principal  balance of the unused portion of
the facility from time to time  outstanding;  (ii) issued to Horizons  five-year
warrants to purchase up to 2,500,000 shares of EVI's Common Stock at an exercise
price of $0.01 per share,  2,000,000 of which  warrants were exercised on May 1,
2002 and the balance of which will vest in increments of 250,000  provided there
is then due and owing to Horizons  (and/or North Fork Bank),  as of each of July
22, 2002 and October 22, 2002,  any amounts under such credit  facility  (and/or
under the  Company's  loan from North Fork  Bank);  (iii) is required to use its
reasonable,  good faith efforts to register,  under the Act, the shares of EVI's
Common Stock  underlying such warrants;  and (iv) is required to pay to Horizons
an interest rate  differential  fee equal to the difference  between the rate of
interest  actually  paid, by the Company,  to North Fork Bank on its  $1,000,000
term loan from such Bank (which loan was  personally  guaranteed by Horizons and
Mr.  Fernandez  and secured by Horizon's  pledge,  to the Bank,  of a $1,000,000
certificate of deposit) and 1% above the prime rate of interest.


Matters Relating to Robert S. Hillman

     In October 2001, the Company  entered into a certain  management  agreement
with H&H Optical,  LLC ("H&H") (a Nevada limited  liability  company  owned,  in
part, by Susan Hillman,  the sister of Robert S. Hillman,  the Company's  former
President, Chief Executive Officer and Chairman) to manage the operations of its
store  located in Palm  Desert,  California,  and;  in  December  2001,  similar
management  agreements were entered into with H&H to manage the operations of an
additional three Company-owned  stores located in the State of Minnesota.  These
management  agreements,  each of which was  terminated by the Company on May 30,
2002 as a result of H&H's numerous defaults thereunder,  generally had a term of
1 to 2 years,  provided  for the  payment  of  additional  rent and  advertising
contributions (based upon the gross revenues of the store in question), provided
for a rent subsidy by the  Company,  and provided H&H with an option to purchase
the assets of each store,  together with a Sterling Optical Center Franchise for
the same, upon the expiration of the respective terms thereof.


                                       22


                             APPOINTMENT OF AUDITORS

     On April 29, 2002, the members of the Company's Audit Committee recommended
to the Board that it discontinue the future  retention of Arthur  Andersen,  LLP
("Andersen") as the Company's principal accountants.

     In connection  with the audit of the three fiscal years ended  December 31,
1999, 2000 and 2001, the Andersen reports did not contain any adverse opinion or
disclaimer of opinion,  nor were they  qualified or modified as to  uncertainty,
audit  scope or  accounting  principles.  During the three  fiscal  years  ended
December 31, 1999, 2000 and 2001, there were no  disagreements  with Andersen on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure,  or  auditing  scope  or  procedures,  which  disagreements,  if not
resolved  to the  satisfaction  of  such  firm,  would  have  caused  it to make
reference to the subject matter of the disagreement as part of its report.

     The  Board  anticipates  appointing  another  firm  of  independent  public
accountants upon the completion of a search, by management, and approval, by the
Audit Committee, which search is currently in process.


Audit and Non-audit Fees

     Audit Fees.  During the fiscal year ended  December 31, 2001, the aggregate
fees billed by Andersen,  the Company's independent  auditors,  for the audit of
the Company's  financial  statements  for such fiscal year and for the review of
the Company's interim financial statements on Form 10-Q, was $163,000.

     Financial Information Systems Design and Implementation.  During the fiscal
year  ended  December  31,  2001,  Andersen  did  not  provide  any  information
technology consulting services to the Company.

     All Other  Fees.  During  the fiscal  year ended  December  31,  2001,  the
aggregate fees billed by Andersen for  professional  services,  other than audit
services,  was  $90,000.  All  other  fees  include  fees for tax  services  and
accounting research, but do not include fees for information technology services
(which were not rendered to the Company).

     The  Audit  Committee  has  determined  that  the  rendering  of all  other
non-audit  services  provided by Andersen was compatible  with  maintaining  the
auditors' independence.


     Item 2. PROPOSAL TO AMEND EVI'S  CERTIFICATE OF  INCORPORATION  TO INCREASE
THE  NUMBER  OF  AUTHORIZED  SHARES  OF ITS  COMMON  STOCK  FROM  50,000,000  TO
150,000,000 (PROPOSAL NO. 2)


     On  April  29,  2002,  the  Board  unanimously  voted to  recommend  to the
shareholders  that the  Company's  Certificate  of  Incorporation  be amended to
increase the number of authorized  shares of its Common Stock from 50,000,000 to
150,000,000  shares and to increase the total number of authorized shares of its
capital stock from 55,000,000 to 155,000,000.

     The authorized Common Stock of the Company currently consists of 50,000,000
shares of Common Stock, of which  29,004,972  shares were outstanding as of June
1, 2002, and  approximately  10,532,000  shares were reserved for issuance under
outstanding warrants, options and convertible securities. In addition, there are
5,000,000 shares of preferred stock, par value $0.01 per share, authorized under
the Certificate of  Incorporation,  of which 2.506252 shares were outstanding as
of June 1, 2002.

     On  April  29,  2002,  the  Board  unanimously  approved  of the  Company's
initiation of a rights offering (the "Rights Offering"), pursuant to which, on a
date to be  established  by the Board,  the  Company  will grant each  holder of
shares of the Company's  Common Stock the right to purchase one additional share
of  Common  Stock,  at a price  per share to be  established  by the Board  (the


                                       23


"Purchased Share"),  for each share of Common Stock owned by such shareholder as
of a record  date to also be  established  by the Board.  For each right that is
exercised by a shareholder,  such  shareholder  will receive the Purchased Share
and a warrant to purchase one additional  share of Common Stock at a price to be
established by the Board (the "Warrant"), the additional terms and conditions of
which  Warrant will be  established  by the Board.  Therefore,  the Company must
increase  its number of  authorized  shares of Common Stock to effect the Rights
Offering.

     Furthermore,  the Board  believes that the  complexity  of modern  business
financing and  acquisition  transactions  requires  greater  flexibility  in the
Company's  capital  structure than now exists.  The Board is of the opinion that
the  authorization of additional shares of Common Stock is desirable in order to
have a substantial number of authorized shares available for issuance, from time
to time, without further shareholder approval in connection with possible future
distributions  to  shareholders  (including  stock  splits),  financings,  joint
ventures,  strategic  alliances,  acquisitions,  public  or  private  offerings,
employee  benefit  plans  and other  corporate  opportunities  that may  present
themselves in the future.  Having  additional  authorized  shares  available for
issuance in the future  would give the  Company  greater  flexibility  and allow
shares of Common Stock to be issued without the expense and delay of shareholder
action at a special  meeting of  shareholders  unless such action is required by
applicable  law or the rules of any stock exchange on which the Common Stock may
be listed.  Such a delay might deprive the Company of the  flexibility the Board
views as important in  facilitating  the effective use of the Company's  shares.
Except as described above, the Company has no plans, understandings,  agreements
or arrangements concerning the issuance of additional shares of Common Stock not
previously authorized for issuance by the Board.

     Another effect of the proposed amendment would be that the Board would have
the authority,  subject to the limitations set forth above, to issue  additional
shares of Common Stock that would dilute the voting power of outstanding shares,
and thereby  possibly impede a proposed tender offer or other attempt by a third
party to gain control of the Company without Board  approval.  A portion of such
additional  shares  could,  for example,  be  privately  placed with one or more
purchasers who might side with the Board in opposing a hostile  takeover bid and
thus preserve the control of the then existing management. The mere existence of
the  additional  authorized  shares of Common  Stock  could  have the  effect of
discouraging unsolicited takeover attempts. The issuance of new shares of Common
Stock  also could be used to dilute  the stock  ownership  of a person or entity
seeking to obtain control. Accordingly, a future transaction which some, or even
a  majority,  of the  holders  of Common  Stock  might  deem to be in their best
interest,  or which such holders might have the opportunity to receive a premium
for their shares over the then market  price,  might be impeded.  As of the date
hereof,  the Company is not aware of any proposed  tender offer or other attempt
to take control of the Company.  Holders of the Common Stock have no  preemptive
rights with  respect to any shares  that may be issued in the future.  Under New
York State law, shareholders are not entitled to dissenter's rights with respect
to the proposed amendment to the Certificate of Incorporation.

     The Board cannot predict what effect, if any, the increase in the number of
authorized  shares of Common  Stock will have on the market  price of the Common
Stock. An increase in the number of authorized shares of Common Stock may have a
depressive  effect on the market  price of the Common  Stock.  The  issuance  of
additional shares of Common Stock, without further approval of the shareholders,
would also require the Board to make any determination to issue shares of Common
Stock  based on its  judgment  as to the best  interests  of the Company and its
shareholders.

     The  additional  Common Stock to be  authorized by adoption of the proposed
amendment would have rights identical to the currently  outstanding Common Stock
of the Company.  Adoption of the proposed  amendment  and issuance of the Common
Stock would not affect the rights of the holders of currently outstanding Common
Stock of the Company,  except for effects incidental to increasing the number of
shares of the Common  Stock  outstanding,  such as dilution of the  earnings per
share and percentage  share of voting rights of current holders of Common Stock.
If the proposed amendment is adopted,  it will become effective upon filing of a
Certificate  of Amendment of the Company's  Certificate  of  Incorporation  (the
"Amendment") with the State of New York Department of State.


                                       24



     If the Amendment is approved by the  shareholders,  the first  paragraph of
Article   Fourth  of  the  Company's   Amended  and  Restated   Certificate   of
Incorporation will be amended to read as follows:

     "The Company is authorized to issue two classes of shares of capital stock,
to be designated,  respectively,  as Preferred Stock and Common Stock. The total
number of shares of capital  stock that the  Company is  authorized  to issue is
155,000,000.  The total number of shares of Common Stock which the Company shall
have the authority to issue is  150,000,000  shares,  par value $0.01 per share.
The total number of shares of Preferred  Stock which the Company  shall have the
authority to issue is 5,000,000 shares, par value $0.01 per share."

     The affirmative vote of the holders of a majority of the outstanding shares
of Common  Stock  entitled to vote at the meeting is required to  authorize  the
proposed increase in the authorized number of shares of Common Stock.

     THE BOARD  RECOMMENDS A VOTE "FOR" THE  PROPOSED  INCREASE IN THE NUMBER OF
AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK.


                                     GENERAL

Other Matters

     The Board  does not know of any  matters  that are to be  presented  at the
Annual  Meeting  other than those  stated in the  Notice of Annual  Meeting  and
referred to in this Proxy  Statement.  If any other matters should properly come
before the Annual Meeting,  it is intended that the proxies in the  accompanying
form,  will be  voted as the  persons  named  therein  may  determine,  in their
discretion.

     The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2001 is being mailed to shareholders together with this Proxy Statement.


Solicitation of Proxies

     The cost of solicitation of proxies in the accompanying  form will be borne
by the Company, including expenses in connection with preparing and mailing this
Proxy  Statement.  In addition to  solicitation  of proxies by mail,  directors,
officers  and   employees  of  the  Company  (who  will  receive  no  additional
compensation therefor) may solicit the return of proxies by telephone,  telegram
or personal contact.  Arrangements have also been made with brokerage houses and
other  custodians,  nominees and  fiduciaries for the forwarding of solicitation
material  to the  beneficial  owners  of  Common  Stock  held of  record by such
persons,  and the Company will reimburse  them for the reasonable  out-of-pocket
expenses incurred by them in connection therewith.

     Each  holder  of the  Company's  Capital  Stock  who does not  expect to be
present  at the  Annual  Meeting or who plans to attend but who does not wish to
vote in  person,  is urged to  complete,  date and sign the  enclosed  Proxy and
return it promptly in the enclosed return and envelope.


                                       25


Shareholder Proposals

     If any  shareholder  of the  Company  intends  to  present a  proposal  for
consideration  at the next Annual  Meeting of  Shareholders  and desires to have
such proposal  included in the Proxy Statement and form of Proxy  distributed by
the Board with respect to such  meeting,  such  proposal must be received at the
Company's principal executive offices, 100 Quentin Roosevelt  Boulevard,  Garden
City, New York 11530, Attention:  General Counsel, by no later than December 15,
2002.

                                          By Order of the Board of Directors


                                          By:  /s/Christopher G. Payan
                                             ------------------------------
                                              Christopher G. Payan,
                                              Secretary

June 17, 2002





                                       26



PROXY

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                            OF EMERGING VISION, INC.

             ANNUAL MEETING OF SHAREHOLDERS: THURSDAY, JULY 11, 2002


     The  undersigned   shareholder  of  Emerging  Vision,   Inc.,  a  New  York
corporation  (the "Company"),  hereby appoints Mr.  Christopher G. Payan and Mr.
Joseph Silver, or either of them, voting singly in the absence of the others, as
his/her/its  attorney(s)  and proxy(ies),  with full power of  substitution  and
revocation, to vote, as designated on the reverse side, all of the shares of the
Capital Stock of Emerging Vision,  Inc. that the undersigned is entitled to vote
at the Annual Meeting of  Shareholders  of the Company to be held at 100 Quentin
Roosevelt Boulevard,  Garden City, New York 11530, at 9:00 a.m. (local time), on
Thursday,  July  11,  2002,  or any  adjournment  or  adjournments  thereof,  in
accordance with the instructions on the reverse side hereof.

     This Proxy,  when properly  executed,  will be voted in the manner directed
herein by the undersigned shareholder.  If no direction is made, this Proxy will
be voted "FOR" each of the nominees listed in Proposal No. 1, and "FOR" Proposal
No.  2. The  proxies  are  authorized  to vote as they may  determine,  in their
discretion, upon such other business as may properly come before the Meeting.







                              FOLD AND DETACH HERE







       The Board of Directors recommends a vote "FOR" Items 1 and 2.


ITEM 1 - ELECTION OF CLASS 1 DIRECTORS:

                           FOR   WITHHELD

NOMINEES
01  William F. Stasior     | |     | |
02  Benito R. Fernandez    | |     | |


WITHELD FOR:  (Write such nominee's
name in the discretion, upon such other space provided below):


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


                                                          FOR   AGAINST  ABSTAIN
ITEM 2 - AMENDMENT TO THE COMPANY'S CERTIFICATE           | |     | |      | |
         OF INCORPORATION TO INCREASE ITS AUTHORIZED
         COMMON STOCK TO 150,000,000 SHARES FROM
         50,000,000 SHARES:



     The proxies are authorized to vote as they may determine, in their business
as may properly come before the Meeting.



Signature:
           ----------------------------------------
Signature:
           ----------------------------------------
Date:
      ----------------------

     Note:  Please sign as name appears  hereon.  Joint owners should each sign.
When signing as attorney, executor,  administrator,  trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
an authorized officer.  If a partnership,  please sign in partnership name by an
authorized person.




                              FOLD AND DETACH HERE