EXHIBIT 10.18
                            FIRST AMENDMENT TO LEASE

         This  Amendment  to Lease  ("Amendment")  is entered into on March 31 ,
1997,  between  Pearle Vision,  Inc., the successor in interest to Eyelab,  Inc.
("Tenant")  and Metric  Income  Trust  Series,  Inc.,  successor  in interest to
Anthony A. Petrarca ("Landlord").

         WHEREAS,  Landlord and Tenant entered into a lease  agreement dated May
4, 1988,  for a certain  premises  located  at 1281  Southlake  Circle,  Morrow,
Georgia 30260 (the "Premises"); and

         WHEREAS,  Landlord  and Tenant  desire to extend the terms of the Lease
and modify the rent.

         THEREFORE,  in consideration  of the mutual covenants  contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, it is agreed as follows:

         (1)      The term of the lease is  extended so that it expires on March
                  31, 2007.

         (2)      Fixed rent shall be payable as follows:

                  April 1, 1997 - March 31, 2002; $9,057.75/mo.; $108,693.00/yr.

                  April 1, 2002 - March 31, 2003; $9,329.50/mo.; $111,954.00/yr.

                  April 1, 2003 - March 31, 2004; $9,609.42/mo.; $115,313.00/yr.

                  April 1, 2004 - March 31, 2005; $9,897.67/mo.; $118,772.00/yr.

                  April   1,   2005   -   March   31,   2006;    $10,194.58/mo.;
                  $122,335.00/yr.

                  April   1,   2006   -   March   31,   2007;    $10,500.42/mo.;
                  $126,005.00/yr.

         (3)      Landlord's  address for notice is Metric  Income Trust Series,
                  Inc. c/o SSR Realty  Advisors,  Inc., One  California  Street,
                  Suite 1400, San Francisco, CA 94111-5415.

         (4)      All other  terms and  conditions  of the Lease will remain and
                  continue in full force and effect and will be deemed unchanged
                  except to the extent provided herein.






First Amendment to Lease dated March 31, 1997
1281 Southlake Circle, Morrow, GA 30260

                                       TENANT:
                                       Pearle Vision, Inc.


                                        By:    /s/ J. David Pierson, President
                                               ---------------------------------
                                               J. David Pierson, President




                                        LANDLORD:
                                        Metric Income Trust Series, Inc.,
                                        a California corporation

                                           By:    Metric Realty Services, Inc.,
                                                  a Delaware corporation,
                                                  its agent and property manager


                                           By:    /s/ Richard A. Faber
                                                  -----------------------------
                                                  Richard A. Faber
                                                  Vice President