<PAGE>   1
                                                                   EXHIBIT 10.43

                       EXCLUSIVE DISTRIBUTORSHIP AGREEMENT


BETWEEN:

CEBE INTERNATIONAL S.A., a corporation duly registered under the laws of France,
with its head office at 12, avenue Charles de Gaulle, 39400 Morez (France), duly
represented for the purposes hereof by its Chairman and CEO, Mr. Armel Cahierre,

Hereinafter referred to as "Manufacturer" AND:

PRIVATE EYES SUNGLASS CORPORATION, A corporation duly registered under the laws
of the state of Washington (USA), with its head office at 77 Accord Park Drive,
Building B3, Norwell, Massachusetts, 02061 USA, duly represented for the
purposes hereof by its President, Mr. Richard W. Hammel Sr.,

Hereinafter referred to as "Distributor"


<PAGE>   2
RECITALS

A.      Manufacturer is engaged in the business of designing and manufacturing
        certain products as of sunglasses and optical frames and other eyewear
        related products;

B.      Manufacturer has been granted all rights and title to use freely the
        trademark "Emmanuelle Khanh" pursuant to a contract executed with the
        Emmanuelle Khanh company on December 2, 1996 (hereinafter referred to as
        the "License Contract"), which will terminate on November 30, 2001.

        Manufacturer entered into the License Contract with Emmanuelle Khanh, a
        company duly registered under the laws of France, (hereinafter
        "Emmanuelle Khanh SA").

        It is expressly agreed between the parties that this agreement may be
        terminated, without indemnity and after a maximum notice corresponding
        to that of the License Contract, in case of termination of the License
        Contract for any reason whatsoever.

        Such cause of termination is a condition precedent of this agreement
        without which Manufacturer would not have been willing to enter into
        this agreement.

C.      Manufacturer now desires to promote the sale of said products in the USA
        and Canada;

D.      Distributor is engaged in the business of the sale and distribution of
        eyewear related products in the USA and Canada;

E.      Distributor desires to distribute in the Territory (as hereinafter
        defined) Manufacturer's products through optical stores, department
        stores and other specialty sunglasses stores;

F.      The parties desire to enter into an initial commercial distribution
        arrangement for the distribution in the Territory (as hereinafter
        defined) as described in, and as evidenced by, this agreement.

G.      Manufacturer represents that it has entered into this agreement in
        consideration of the presence of Mr. Richard W. Hammel Sr. as the
        President of Distributor. It is therefore of the essence of the
        agreement that, for a certain period of time, the obligations and duties
        of Distributor under this agreement be performed under the supervision
        and responsibility of Mr. Hammel Sr.

        If during the first two and a half (2 1/2) years of this agreement, Mr.
        Hammel Sr.'s employment with Distributor ceases for any reason,
        including death or disability, then Manufacturer shall have the right to
        terminate for cause this agreement if, in Manufacturer's judgment,
        Distributor has not found a suitable replacement for Mr. Hammel Sr.


<PAGE>   3
AGREEMENT

NOW, THEREFORE, the parties hereto, in consideration of the covenants and
undertakings contained herein, mutually agree as follows:


SECTION 1. DEFINITIONS

As used herein, the following terms shall have the indicated meanings

1.1     Products shall mean exclusively Manufacturer's products sold under the
        trademark "Emmanuelle Khanh".

        Such Products are of an exclusive nature and are not and shall not be
        sold through customers other than the Customers; in particular they
        shall not be offered for sale to other distributors in the Territory.

1.2     Territory shall mean the United States of America and Canada.

1.3     Customers shall mean exclusively optical stores, department stores and
        other specialty sunglasses stores located in the Territory.

1.4     Distributor shall mean Distributor and/or any person or party related to
        or affiliated with Distributor.

1.5     Manufacturer shall mean Manufacturer and/or any person or party related
        to or affiliated with Manufacturer.

1.6     Trademark shall mean the "Emmanuelle Khanh" trademark exclusively.


SECTION 2. EXCLUSIVE ENGAGEMENT

2.1     Manufacturer hereby engages, for the term of this agreement,
        Distributor, to act as Manufacturer's distributor and service
        representative in the Territory in order to distribute the Products on
        an exclusive basis to the Customers.

        Distributor shall purchase its requirement of the Products exclusively
        from Manufacturer.

        As far as is compatible with the laws and regulations in force,
        Manufacturer shall not appoint, allow, permit or authorize, subject to
        the provisions hereof, any other person to distribute, directly or
        indirectly, the Products to the Customers.

        Manufacturer shall promptly direct to Distributor any Customer inquiry
        or order for Products.


<PAGE>   4
2.2     Distributor shall not solicit customers for Products outside the
        Territory, nor shall it establish any branch or maintain any warehouse
        outside the Territory for the sale of the Products.

        Distributor shall not sale to Customers having any branch, subsidiary,
        affiliated company or any outlet whatsoever outside the Territory,
        Products for sale outside the Territory.

        Distributor shall not sell the Products to persons having their place of
        business, or to purchasing agencies, located outside the Territory nor
        shall it sell, transfer or otherwise make the Products available to any
        person whom Distributor knows, or should reasonably know, intends to
        ship and/or sell the Products outside the Territory.


SECTION 3. MINIMUM PURCHASES AND ORDERS

3.1     Minimum purchases. Distributor shall purchase the Products from
        Manufacturer in amounts that equal or exceed the amounts indicated
        below. For purposes of this section 3.1, a purchase of Products shall
        only be taken into account when Manufacturer is paid for such Products.


<TABLE>
<CAPTION>
                          YEAR                MINIMUM PURCHASES
                          ----                -----------------
<S>                                          <C> 
                          1997                     [*]Dollars
                          1998                     [*]Dollars
                          1999                     [*]Dollars
                          2000                     [*]Dollars
                          2001                     [*]Dollars
</TABLE>


        It is understood and agreed that the Distributor's undertaking to
        fulfill such minimum purchase quantities as above mentioned is a
        material obligation of Distributor without which Manufacturer would not
        have been prepared to enter into this agreement. In the event that such
        minimum quantities are not achieved, Manufacturer reserves the right to
        terminate this agreement in accordance with Section 11 hereof.

3.2     Designs and Orders. Distributor shall be informed regularly by
        Manufacturer of the Product designs of the following calendar year.
        Distributor shall, working together with Manufacturer, determine from
        time to time those models and styles in Manufacturer's collection of
        Products which will be distributed by Distributor in the Territory (the
        <<Distributor's Collection>>). Distributor shall include the full
        Distributor's Collection in its sales programs.


<PAGE>   5
        According to its business requirements, Distributor shall place firm
        orders to Manufacturer monthly in writing or by fax in the English
        language. An orders and/or modifications placed by Distributor under
        this agreement shall be subject to acceptance by Manufacturer and no
        such order and/or modifications shall be binding until accepted by
        Manufacturer. Acceptance shall be deemed to have been given if
        Manufacturer does not, within ten days of actual receipt of an order,
        notify Distributor of its rejection thereof.

        Distributor may not cancel an accepted order without Manufacturer's
        prior written consent.

        The terms of this agreement shall in all events supersede any terms and
        conditions of any order forms used by Distributor.

3.3     Delivery. Manufacturer undertakes to deliver the Products in the
        quantities and on the dates set forth in the orders mentioned in Section
        3.2. Such delivery schedules are given as an indication only and shall
        not be binding upon Manufacturer. However, Manufacturer shall use its
        best efforts to meet such delivery schedules.

        Delivery shall take place ex-works [ Manufacturer's address in Morez I
        (EXW INTERCOM 1990).


SECTION 4. PRICES / ROYALTIES

4.1     Prices. Manufacturer shall sell to Distributor, and Distributor shall
        purchase exclusively from Manufacturer its requirements of the Products.
        The prices and payment terms for the period ending June 30th, 1997 are
        set on Exhibit A attached hereto. In May of each year during the term of
        this agreement, the parties shall meet and agree upon prices for the
        subsequent calendar year as well as a suggested retail price for the
        Products which Distributor shall at all times suggest to the Customers.

4.2     Payment Terms. Manufacturer shall invoice Distributor on the date of
        shipment for the Products and the royalty as hereunder detailed.

        AR payments are due and payable on or before the expiration of sixty
        (60) days from the date of invoice. AR payments shall be made by wire
        transfer funds. The invoices shall be made in US Dollars.

4.3     Penalties in case of payment delays. Late payment by Distributor of
        Manufacturer's invoices shall automatically be subject to an interest at
        the then applicable French prime bank rate plus two points (2%) from the
        expected date of payment to the actual date of receipt of the funds by
        Manufacturer's bank.

4.4     In accordance with section 4.1 above, the price structure for the
        Products shall be as detailed in Exhibit A attached hereto.


<PAGE>   6
4.5.    In consideration of the exclusive rights on the Trademark granted under
        the term and conditions of this agreement, Distributor shall pay a
        royalty equivalent to [*] percent [*]% of any and all amount paid to
        Manufacturer for the Products.

        Such royalty shall be calculated and payable together with its
        corresponding invoice for the Products.


SECTION 5. RELATIONSHIP OF THE PARTIES

        The parties expressly intend and agree that Distributor is acting as an
        independent contractor and not as an employee, partner or agent of
        Manufacturer. Distributor shall retain sole and absolute discretion,
        control and judgment in the manner and means of carrying out
        Distributor's selling, marketing and service activities except as to the
        policies and procedures set forth herein. Manufacturer/Distributor shall
        not and has no power expressed or implied to make any promise, warranty
        or representation on behalf of Distributor/Manufacturer or to bind
        Distributor/Manufacturer to third parties in any manner, unless approved
        by Distributor/Manufacturer.

        In particular, in all relevant correspondence and other dealings
        relating directly or indirectly to the sale or other disposition of the
        Products, Distributor shall clearly indicate that it is acting as
        principal and it shall in no circumstances expressly or impliedly do any
        act or thing which may cause it to be considered by third parties as
        acting as an agent of Manufacturer.


SECTION 6. TRADEMARK LICENSE AND PROTECTION OF THE TRADEMARK

6.1     Distributor shall be freely authorized to use in the Territory the
        Trademark when necessary for the sale and distribution of the Products
        in the Territory under the terms and conditions provided for in this
        agreement.

6.2     Distributor specifically acknowledges that its use of the Trademark
        shall not create, whether in the Territory or abroad, for Distributor
        title or interest in the Trademark and that every use of the Trademark
        by Distributor shall enure to the benefit of Manufacturer.

6.3     Distributor shall not use, whether in the Territory or abroad, the
        Trademark in any way whatsoever with respect to products, goods, things
        or services other than the Products.

        Distributor shall at all times use the Trademark when displaying,
        selling or using in any way whatsoever the Products.


<PAGE>   7
6.4     Distributor shall not register or try to register or cause to be
        registered, in any country, including the Territory, in any class, the
        Trademark or any trademark related to or similar to the Trademark or
        trademarks associated with the Trademark.

6.5     Distributor shall forthwith discontinue any use of the Trademark for any
        reason whatsoever upon Termination of this agreement.

6.6.    Distributor shall forthwith discontinue any use of the Trademark upon
        termination, for any reason whatsoever, upon termination of the License
        Contract.

        As an amplification of the provisions of section 11.4 hereunder
        Distributor shall not be entitled to claim any damage to Manufacturer in
        case of such termination.

6.7     In the event that Distributor knows of a third party having made any use
        and/or infringement whatsoever of the Trademark in the Territory,
        Distributor shall forthwith inform in writing Manufacturer thereof, and
        take all necessary steps, including but not limited to, the institution
        of legal procedures, to safeguard the rights of the Manufacturer on the
        Trademark and generally assist Manufacturer in defending such rights.

        The reasonable expenses of Distributor in such respect will be paid by
        Manufacturer.

6.7     In the event that any third party claims in the Territory that the use
        of the Trademark is an infringement of its rights, Distributor shall
        forthwith inform in writing Manufacturer thereof, and Manufacturer may
        decide to take the conduct of the defense in any proceedings that may be
        instituted on such grounds.

SECTION 7. DUTIES OF THE DISTRIBUTOR

7.1     Promotion

        7.1.1 Best efforts. Distributor shall use its commercially reasonable
        best efforts to promote, maintain and increase the demand for and sale
        of the Products to all Customers. In accordance with article 3.2 hereof,
        Distributor shall at all times include the full collection of Products
        in its sales program.

        In particular, Distributor shall at all times take all necessary steps
        to preserve and maintain the brand image of the Products and the
        Trademark and make sure that the Products are never offered to the end
        consumers in downgrading conditions.

        Distributor shall maintain adequate facilities and employ and maintain
        at its expense sufficient personnel for such purpose.

        Distributor shall take all necessary steps to insure that those sales
        and service personnel who are assigned by Distributor the task of
        marketing the Products are fully familiar with the Products and trained
        accordingly.


<PAGE>   8
        7.1.2 Advertising. Each year, Distributor shall spend, for the
        advertising and promotion of the Products, various amounts that equal or
        exceed the amounts indicated below (hereinafter the <<Minimum
        Advertising Expenses>>):

        - fifty per cent (50%) of the royalties paid to Manufacturer in
        accordance with article 4.5 hereof, plus

        - an amount calculated as a fixed percentage of the Minimum Purchases
        mentioned in article 3.1 hereof

<TABLE>
<CAPTION>
                                                                          MINIMUM NON
  YEAR                        MINIMUM PURCHASES                         ROYALTY-RELATED
                              (US Dollars)                           ADVERTISING EXPENSES
                                                                         (US Dollars)
<S>                           <C>                                    <C>
1997                                 [*]                                     [*]
1998                                 [*]                                     [*]
1999                                 [*]                                     [*]
2000                                 [*]                                     [*]
2001                                 [*]                                     [*]
</TABLE>


        For the computation of the Minimum Advertising Expenses, one shall only
        take into account the purchase of advertising space, therefore excluding
        monies spent in exhibitions or trade-shows but including monies spent on
        the Sunglass Hut catalog,

        and such expenses shall be itemized and reported to Manufacturer by
        Distributor in accordance with Section 7.5.

7.2     Service/Technical Assistance. Distributor shall:

        (i)     instruct Customers in the correct operation and safe use of the
                Products and give prompt and satisfactory service of the
                maintenance and repair of Products, if needed;

        (ii)    maintain a fully equipped repair department with adequate tools
                and equipment for the efficient maintenance of the Products;

        (iii)   employ such number of technically qualified and trained
                personnel as may be necessary to ensure the prompt and efficient
                provision of both after-sales and guarantee service for the
                Products;


        (iv)    maintain a sufficient stock of spare and replacement parts for
                the Products to meet anticipated demand for both after-sales and
                guarantee work in the Territory.

<PAGE>   9
                For safety reasons, Distributor shall buy the spare parts only
                from Manufacturer or from suppliers priorly approved in writing
                by Manufacturer, which approval shall not be unreasonably
                withheld;

        (v)     make available after-sales services and service to all users of
                the Products situated in the Territory in accordance with the
                marketing needs and good standing image of the Products and in
                order to ensure such image in the long run;

        (vi)    permit the Manufacturer or its authorised representatives at all
                reasonable times to inspect the repair shop of the Distributor,
                its stock of spare parts for the Products, and its tools and
                equipment for performing both the after-sales service and
                guarantee work and to watch and supervise the carrying out of
                both after-sales service and guarantee work of the Products.

7.3     Inventory.

        7.3.1 Products inventory. Distributor shall constantly maintain in stock
        an inventory of Products equivalent to at least four (4) weeks of its
        sales targets.

        7.3.2 Spare Parts inventory. Manufacturer shall deliver and Distributor
        shall purchase and maintain sufficient inventories of spare parts for
        each Product, if needed, in such quantities as is necessary or
        appropriate to enable Distributor to service the Customers without
        unreasonable delay or complaint.

7.4     Packaging. Distributor shall:

        (i)     sell the Products only in the packaging supplied for that
                purpose by Manufacturer and in particular shall not affix to the
                Products or their packaging any additional labels or signs.

        (ii)    not deface or alter the Products or their packaging in any
                manner whatsoever for any reason whatsoever and in particular
                shall not alter remove or in any way temper with the Trademark
                or numbers on the Products.

7.5     Regular Reports.

        Distributor shall

        (i)     keep Manufacturer regularly informed of the progress and
                development of the market for the Products in the Territory and
                of all regulations affecting the import, distribution and sale
                of the Products therein.


<PAGE>   10
In particular, every calendar quarter, Distributor shall provide Manufacturer
with the following information in writing:

1.      number of sales outlets of Distributor selling the Products in the
        Territory (per State in the USA and per Province in Canada);

2.      net sales made with the Products by Distributor (per State in the USA
        and per Province in Canada);

3.      list of Products and number of Products sold in the Territory;

4.      forecasts of the sales of the Products by Distributor for the next
        calendar quarter;

5.      inventory level for each of the Products;

6.      amounts spent by Distributor for the promotion and advertising of the
        Products (Distributor shall provide a fully-detailed description of the
        nature and cost of each advertising and promotion).

        (ii)    send to Manufacturer upon reasonable request such details of
                future sales and stocks and other statistical forecasts as
                Manufacturer may reasonably require for budgetary purposes and
                for programming future production.

        (iii)   generally, deliver to Manufacturer, upon request, reports
                setting forth matters of common interest to the parties as may
                be reasonably requested by Manufacturer. The said obligation to
                keep Manufacturer informed shall not extend to the disclosure of
                the identity of Customers, during the term of this agreement.

7.6     Customs Duties. All costs and expenses for inbound customs duties
        incurred in connection with the Products shall be paid by Distributor.

7.7     Government Studies. Unless required by government laws or regulations,
        Distributor shall not commit the Products to any governmental safety or
        efficiency study for whatever purpose without Manufacturer's prior
        written approval.

7.8     Governmental Approvals. Manufacturer shall obtain and maintain at
        Manufacturer's cost and expense, any and all Government or Agency
        Approvals necessary for the Products.

At all times during the continuance of this agreement, Distributor shall comply
with all laws, rules and regulations applicable within the Territory, governing
the sales, distribution, shipment or import of any and all Products.


<PAGE>   11
At all times during the continuance of this agreement, Distributor shall have '
in effect all licenses, permits and authorizations from all governmental
agencies within or without the Territory to the extent that the same are
necessary for the performance by Distributor of any and all obligations herein
undertaken by it.


SECTION 8. DUTIES OF THE MANUFACTURER

8.1     Products available.

        8.1.1 Change of products. Manufacturer reserves the right from time to
        time, without thereby incurring any liability to Distributor or
        Customers to terminate, limit or change its production (including
        without limitation changes in specifications of the Products) of any
        Product upon 180 days notice to the Distributor.

        8.1.2 Spare Parts. Manufacturer shall use its commercially reasonable
        best efforts to have available for sale to and for use by Distributor in
        providing service and repair services for Products acquired by
        Distributor, spare parts for a period of two years after the last sale
        of Products by Manufacturer to Distributor hereunder.

8.2     Manufacturer shall, at the cost and expense of Distributor, receive at
        its premises such numbers of employees of Distributor as both parties
        shall together consider appropriate for training in the technical
        characteristics of the Products and the servicing thereof. The content
        and duration of such training program shall be determined by
        Manufacturer after consultation with Distributor.

        Manufacturer may at its cost and expense periodically send one or more
        executives to assist Distributor's staff assigned to the sale of the
        Products.


SECTION 9. WARRANTIES

9.1     Insurance. Both parties shall maintain customary and adequate general
        liability and products liability insurance coverage covering claims for
        injury to persons or property caused by the Products or by their own
        officers, directors, employees or agents.

9.2     Transfer of title and risk of loss. Unless otherwise agreed to in
        writing by the parties hereto, the ownership of the legal title and
        beneficial rights to, the risk of loss and the right to possession and
        control over, all the Products to be sold by Manufacturer to
        Distributor, shall pass to Distributor at the time and place that the
        Products are delivered EXW in accordance with Section 3.3 hereof (or any
        other Incoterm which the Parties may mutually agree upon in the future).

        Manufacturer shall have no responsibility for any damage or loss
        attributable to the carriers.


<PAGE>   12
        Distributor shall be responsible for and shall adequately insure the
        Products from and after delivery on board the vessel. Until full payment
        of the purchase price for the Products in question, Manufacturer shall
        be automatically and fully subrogated in Distributor's rights to receive
        all such insurance payments.

9.3     Distributor Warranty to Customer. In connection with its Products,
        Distributor shall not give to Customers any warranty or warranties
        greater than those granted by Manufacturer herein. In the event that,
        notwithstanding the foregoing sentence, Distributor makes any warranties
        to Customers greater than or in addition to those made by Manufacturer
        hereunder, Distributor shall disclose, for compliance with any such
        warranty or warranties, that Customers shall have no rights whatsoever
        in connection therewith against Manufacturer. Distributor shall
        indemnify, defend and hold harmless Manufacturer from any and all such
        warranties.

9.4     Manufacturer's Warranty. Without in any way limiting or expanding, and
        without being liable for, any additional warranty Distributor may
        provide, Manufacturer warrants each Product to be free from defects in
        design, material and workmanship under normal use and service
        (hereinafter the "Warranty").

        In case (i) any Product fails to conform to the Warranty and (ii)
        Distributor notifies such failure to Manufacturer pursuant to the
        procedure set forth hereunder, Manufacturer shall correct such defect
        by, in Manufacturer's discretion, repairing or replacing such defective
        Product at its expenses.

        In order to ensure a continuous standard of high quality for the
        Products and to benefit from such correction, Distributor shall
        compulsorily notify Manufacturer in writing, within sixty (60) days as
        from the date of reception of such Product(s), of any defective Product
        by indicating the serial number, if available, of the defective Product
        and by describing in detail the nature of the defect.

        After such sixty (60) day period, Manufacturer shall have no obligation
        in this respect.

        The warranties set forth in this Section 9.4 shall be of no force and
        effect with respect to any Product that (i) has been repaired by anyone
        other than Distributor or an authorized retailer, or (ii) has been
        altered or subjected to abuse, misuse, negligence or accident, or (iii)
        has been used in any manner other than in accordance with the
        instructions provided by Manufacturer.

        THE WARRANTIES SET FORTH IN THIS SECTION 9.4 AND THE REMEDIES THEREFOR
        ARE EXCLUSIVE AND IN LIEU OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
        FITNESS FOR PARTICULAR PURPOSE OR OTHER WARRANTY OF QUALM WHETHER
        EXPRESS OR IMPLIED.


<PAGE>   13
        IN NO EVENT SHALL MANUFACTURER BE LIABLE TO DISTRIBUTOR OR TO ANY THIRD
        PARTY PURCHASING THROUGH DISTRIBUTOR FOR ANY INCIDENTAL OR CONSEQUENTIAL
        DAMAGES OR LOSSES, FOR INJURY TO PERSON OR PROPERTY OR FOR COMMERCIAL
        LOSSES.

9.5     Litigation. Distributor shall be liable upon request of Manufacturer and
        to a reasonable extent to give its supports of all kind if Manufacturer
        within the Territory is a party concerned in matters of product
        liability, trademarks, patents, licenses or other matters connected to
        Products or to Manufacturer's various rights to Products. Nothing
        contained in this Section 9.5 shall require Distributor to incur any
        out-of pocket expense.


SECTION 10.  PROPRIETARY INTEREST AND CONFIDENTIALITY

10.1    Proprietary Interest.

        All patents, trademarks, trade names, copyrights and designs now and in
        the future held by Manufacturer in relation to the Products and any
        literature supplied by Manufacturer in connection therewith shall be and
        remain at all times the full property of Manufacturer or Emmanuelle
        Khanh SA.

        Distributor recognizes the proprietary interest of Manufacturer and
        Emmanuelle Khanh SA in the techniques, designs, specifications,
        drawings, tests, procedures and other technical data relating to the
        Products and other marketing and confidential business information
        provided by the other party from time to time.

        Distributor acknowledges and agrees that such techniques, designs,
        specifications, drawings, tests, procedures and other technical data
        relating to the Products and other marketing and confidential business
        information constitute trade secrets of Manufacturer or Emmanuelle Khanh
        SA and that all such information shall be and is the exclusive property
        of Manufacturer or Emmanuelle Khanh SA.

        Together with all patents, trademarks, trade names, copyrights and
        designs now and in the future held by of Manufacturer or Emmanuelle
        Khanh SA in relation to the Products and any literature supplied by
        Manufacturer in connection therewith, the techniques, designs,
        specifications, drawings, tests, procedures and other technical data
        relating to the Products as well as other marketing and confidential
        business information shall herein be referred to as "Proprietary
        Information".

10.2    Confidentiality. Each party acknowledges and agrees that the other is
        entitled to prevent its competitors from obtaining and utilizing its
        secrets. Thus, each party shall hold the other's trade secrets in
        strictest confidence and agrees not to disclose them or allow them to be
        disclosed directly or indirectly to any other person or entity, other
        than to persons engaged by such party for the purpose of performance
        hereunder without the other's prior written consent.


<PAGE>   14
        Each party shall treat any such confidential information of the other in
        a manner no less protective of such information than such party uses for
        its own confidential information. Neither party shall, either during the
        term of this agreement or at any time after expiration or sooner
        termination of this agreement or during any extension hereof, disclose
        to anyone other than persons engaged by it for the purpose of
        performance hereunder any confidential or proprietary information or
        trade secrets of the other obtained during the term hereof. Each party
        shall place any persons to whom said information is disclosed for the
        purpose of performance under this agreement under the legal obligation
        to treat such information as strictly confidential.

        Upon Termination of this agreement each party hereto shall return to the
        other all of the Proprietary Information that was provided by such other
        party during the term of this agreement as well as any copy or tangible
        records whatsoever thereof.


SECTION 11.  TERM AND TERMINATION

11.1    Term. This agreement shall be in force from its date of execution by
        both parties and shall continue to be in full force and effect until
        November 30, 2001 at the latest.

11.2    Termination for cause. Either party shall also have the right to
        terminate this agreement in its entirety upon the occurrence of any of
        the following, and the expiration of any applicable period of cure: (a)
        failure of the other party to make any payment when due and the
        expiration of thirty (30) days thereafter without cure ; (b) the failure
        of the other party to comply with any term or condition of this
        agreement and/or its recitals, and the expiration of thirty (30) days
        from written notice thereof, specifying the nature of such default,
        without cure ; (c) the dissolution or liquidation of the other party ;
        (d) the insolvency or bankruptcy of the other party ; (e) the
        institution of any proceeding by or against the other party under the
        provisions of any insolvency or bankruptcy law ; (f) the appointment of
        a receiver of any of the assets or property of the other party ; and (g)
        the issuance of an order for an execution on the property of the other
        party pursuant to a judgment.

11.3    Termination.

        Upon Termination, Manufacturer shall repurchase from Distributor (at
        Distributor's option) all Products held by Distributor in inventory for
        less than twelve (12) months as of such date, which Distributor wishes
        to sell back to Manufacturer. Such repurchase shall be:

        at the initial purchase cost discounted by 30 % (invoiced purchase price
        therefore excluding transportation and insurance) ; and

        Distributor shall bear all freight insurance, brokerage and customs fees
        for such repurchased Products.


<PAGE>   15
11.4    Rights upon Termination. Should this agreement not be renewed at any
        time and/or be terminated for any reason whatsoever, neither party
        hereto shall be entitled to claim any compensation or damage from the
        other save in the case of termination arising out of a breach by either
        party hereto of any term or provision of this agreement and save for the
        case set for in the next paragraphs.

        It is expressly agreed that Manufacturer shall not be liable to pay any
        compensation to Distributor for loss of profits or loss of goodwill or
        for any other loss or damage howsoever arising as a result of
        Termination of this agreement for any cause whatsoever.

        In addition, the parties shall make their best efforts so that the sale
        of the Products in the Territory shall not be discontinued. For such
        purposes, they shall negotiate in good faith in order (i) to determine
        which elements are necessary for the continuation of the on-going
        business and (ii) to valuate fairly such elements and (iii) to transfer
        those elements to the Manufacturer or any third party the Manufacturer
        may elect to subrogate.


SECTION 12.  INDEMNIFICATION

12.1    Distributor shall without any further responsibility or liability of or
        recourse to Manufacturer or its affiliates, indemnify, defend and hold
        harmless Manufacturer and its affiliates, officers, directors and
        employees from and against any loss, damage, injury, liability, claims,
        causes of action or other expenses, including reasonable attorneys fees,
        that Manufacturer and/or its affiliates, officers, directors or
        employees may suffer arising out of or resulting from acts or omissions
        of the Distributor in connection with the distribution, service,
        assembling, repackaging or repair of Products distributed by the
        Distributor.

        The provisions of this Section 12.1 shall not apply in the event of any
        loss, damage, injury, liability, claims, causes of action or other
        expenses, including reasonable attorney's fees, arising out of or
        resulting from acts or omissions of Manufacturer.

12.2    Manufacturer shall without any further responsibility or liability of or
        recourse to Distributor or its affiliates, indemnify, defend and hold
        harmless Distributor and its affiliates, officers, directors and
        employees from and against any loss, damage, injury, liability, claims,
        causes of action or other expenses including reasonable attorney's fees,
        that Distributor and/or its affiliates, officers, directors or employees
        may suffer arising out of or resulting from acts or omissions of the
        Manufacturer relating to Manufacturer's design, manufacture, service
        assembling, packaging or repair of any product or claims of patent
        infringement brought relating to Products distributed by Distributor.

        The provisions of this Section 12.2 shall not apply in the event of any
        loss, damage, injury, liability, claim, causes of action or other
        expenses including reasonable attorneys' fees arising out of the
        resulting from acts or omissions of Distributor.


<PAGE>   16
12.3    The indemnity obligations of Sections 12.1 and 12.2 shall survive the
        Termination of this agreement.

SECTION 13. GENERAL PROVISIONS

13.1    Assignment. The rights and obligations binding upon Distributor under
        this agreement are personal and may not be transferred or assigned
        without the prior written consent of Manufacturer which consent shall
        not be unreasonably withheld, and any assignment or transfer in
        violation of this agreement shall be null and void without formality.

        A merger or sale of stock leading to a change of control of Distributor
        shall be deemed an assignment for purposes of this agreement.

        Notwithstanding the above paragraphs, Distributor may appoint assistant
        or subsidiary dealers in the Territory for the purpose of selling and
        distributing the Products. Distributor agrees to advise Manufacturer of
        the names and addresses of any proposed assistant or subsidiary dealers
        and the appointment thereof shall be subject to the prior written
        approval of Manufacturer

        Upon signature of any agreement with such assistant or subsidiary
        dealers, true copies thereof shall be immediately sent to Manufacturer.
        Distributor agrees to be responsible to ensure that the conduct of any
        such assistant or subsidiary dealers does not conflict with any of the
        terms and conditions of this agreement and Distributor further agrees
        that, unless Manufacturer otherwise agrees, all orders to Manufacturer
        for Products shall be placed through Distributor and Distributor shall
        be responsible for payment therefor.

        Distributor shall not create or imply any obligation whatsoever of
        Manufacturer to any such assistant or subsidiary dealers.

13.2    Causes Beyond Control. Manufacturer and Distributor shall not be
        responsible for any loss or breach due to delay in delivery or
        performance hereunder caused by other parties, governmental regulations,
        controls or directions, outbreak of a state of emergency, acts of God or
        hostilities, civil commotion, riots, epidemics, perils of the sea or
        other natural casualties, fires, strikes, walkouts or other similar
        cause or causes beyond the control of the parties.

13.3    Administrative Intervention. If at any time during the term of this
        agreement, any government, governmental authority or agency having
        jurisdiction over this Agreement, should raise, formally or informally,
        any complaint, objection, demand, request or recommendation of any
        nature affecting, in any manner howsoever, the implementation or
        performance hereof or should require directly or indirectly, alteration
        or modification of any term or condition hereof in a manner which has a
        material effect on either party hereto, then such party may, in its sole
        discretion, give written notice to the other party hereto setting forth
        its objection thereto and requesting mutual consultation in relation
        thereto.


<PAGE>   17
        Not later than thirty (30) days after the despatch of such notice, the
        parties hereto shall discuss in good faith the possibilities of a
        mutually satisfactory solution to such objection ; provided, however,
        that in the event that the parties shall fail to reach agreement in
        writing on any such mutually satisfactory solution within ninety (90)
        days after the date of despatch of such notice the party hereto which
        has given said notice shall have the rights at its sole discretion, to
        terminate this agreement by a ninety (90) days written notice to the
        other party hereto.

13.4    Entire agreement. This agreement and the documents referenced herein
        constitute the entire agreement between the parties in connection with
        the subject matter hereof and shall supersede all prior agreements,
        whether oral or in writing, whether explicit or implicit, which have
        been entered into prior to the execution hereof.

13.5    No Waiver. Failure by either party hereto to enforce at any time any
        term or condition under this agreement shall never be considered to be a
        waiver of the right to act on the failure of such term or condition and
        shall not impair or waive that party's right thereafter to enforce each
        and every term and condition of this agreement.

13.6    Notices. Any communication under this agreement shall be given as
        follows

        13.6.1 International. General correspondence may be given by facsimile
        transmission, and the confirmation of transmission shall be conclusive
        evidence of delivery and receipt at the following 'facsimile" number or
        such other 'facsimile' number as either party may at any time notify to
        the other party by facsimile transmission.

        Facsimile Number


        Manufacturer:               (33.3) 84 33 25 80


        Distributor:                (1.617) 878 73 84

        13.6.2 Notices. Notices may be given by prepaid certified or registered
        airmail at the addresses set forth below, or such other addresses as
        either party may at any time notify to the other party in writing in
        accordance with this Section. Notices shall be deemed to have been
        received upon the expiration of seven (7) business days from delivery to
        the postal service.


<PAGE>   18
                                    MANUFACTURER:

                                    CEBE INTERNATIONAL S.A.
                                    Attn: Mr. Armel Cahierre, President
                                    12, avenue Charles de Gaulle
                                    39400 Morez
                                    France


                                    DISTRIBUTOR:

                                    PRIVATE EYES SUNGLASS Corporation
                                    Attn: Mr. Richard W. Hammel Sr., President
                                    77 Accord Park Drive,
                                    Building B3,
                                    Norwell,
                                    Massachusetts 02061
                                    United States of America


13.7    Modification. No modification in the terms of this agreement shall be
        binding on either party unless in writing and executed by the then duly
        authorized representatives of each party.

13.8    Paragraph Headings. The headings of the several paragraphs of this
        agreement are inserted solely for convergence of reference and are not a
        part of and are not intended to govern, limit or aid in the construction
        of any term or provision hereof.

13.9    Language/ Number and Gender. This agreement is executed in the English
        language which shall be prevailing at all times.

        All words used herein in the singular/plural number shall include the
        plural/singular and the present/future tense shall include the
        future/present and the neuter gender shall include the masculine and
        feminine.

13.10   Attorney's fees. In the event of any legal proceeding to enforce the
        provisions of this agreement, the prevailing party in such legal
        proceeding shall be entitled to reasonable attorney's fees as fixed by
        the Court.

13.11   Jurisdiction. All disputes arising in connection with this agreement,
        which could not be settled amicably, shall be exclusively submitted to
        the Paris Commercial Court.

        This agreement is expressly submitted to the laws of France to construe
        and govern the terms and performance of this agreement.


<PAGE>   19
      Notwithstanding the provisions of the above paragraph, the parties shall
      be entitled to have recourse to relevant courts and jurisdictions in order
      to request any provisional measure that might be needed in order to
      preserve their rights resulting from this agreement.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by their duly authorized representatives as of the date hereunder written.


             MANUFACTURER:                    DISTRIBUTOR:
             By: /S/ ARMEL CAHIERRE           By: /S/ RICHARD HAMMEL
             Title: President and Director    Title: President

Date:          October 25, 1997
Place:         France

Four original copies, two for each party


EXHIBIT


Exhibit A                      Price Structure