EMERGING VISION, INC.
Accounting, Internal Accounting Controls or Auditing
Complaints Procedure
________________________________________________________________________

1. Background

     Section 301 of the Sarbanes-Oxley Act of 2002 requires public company Audit Committees to establish procedures for:

* the receipt, retention, and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters; and

* the confidential or anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

     Any employee of the Company may submit a good faith complaint regarding accounting or auditing matters to the management of the Company without fear of dismissal or retaliation of any kind.

2. Procedures

     In order to facilitate the reporting of complaints, the Companys Audit Committee has established the following procedures for

* the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and

* the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Making a Complaint:

     Employees with serious unresolved concerns regarding accounting, internal accounting controls or auditing matters may report their concerns to the Companys Chief Financial Officer with a copy to the Chairman of the Boards Audit Committee.  Any such complaints or concerns  may forwarded on a confidential or anonymous basis via e-mail or regular mail:

MARKED CONFIDENTIAL:
Emerging Vision, Inc.
100 Quentin Roosevelt Blvd, Suite 508
Garden City, NY 11530
Attention: Chief Financial Officer
and

MARKED CONFIDENTIAL:
Emerging Vision, Inc.
100 Quentin Roosevelt Blvd, Suite 508
Garden City, NY 11530
Attention: Audit Committee Chair

Scope of Matters Covered by These Procedures:

     This procedure relates to complaints or serious unresolved concerns relating to any accounting or auditing matters which an individual may perceive as questionable, including, among others, the following:

* fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;

* fraud or deliberate error in the recording and maintaining of financial records of the Company;

* deficiencies in or noncompliance with the Companys internal accounting controls;

* misrepresentation or false statement to or by an officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or

* a serious deviation from full and fair reporting of the Company's financial condition.

Treatment of Complaints:

     Upon receipt of a complaint, the Chief Financial Officer will (i) determine whether the complaint actually pertains to accounting, internal accounting controls or auditing matters and (ii) when possible, acknowledge receipt of the complaint to the sender within one week of its receipt.

     Complaints relating to accounting, internal accounting controls or auditing matters will be reviewed under the direction of the Chief Financial Officer or such other persons as the Audit Committee determines to be appropriate.  Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.

     Within one month of receipt of the complaint, the Chief Financial Officer shall report in writing to the Chairman of the Audit Committee as to the corrective action proposed to be taken to correct the substance of the complaint or the recommendation that no action be taken.  Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.

Prohibition on Retaliation:

     It is the policy of the Company that its officers and managers will not and may not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any good faith attempts to comply with these procedures for the reporting of complaints regarding accounting, internal accounting controls or auditing matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.

3. Log of Complaints and Investigations

     The Chief Financial Officer will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a summary report thereof no less frequently than quarterly, or as otherwise directed by and for the Audit Committee.  Copies of complaints and such log will be maintained in accordance with the Companys document retention policy.