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                                  EXHIBIT 10.7

                       AMENDMENT NO.1 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Agreement") is made and
entered into as of this 17th day of June, 1996 among:

         BEC GROUP, INC., a Delaware corporation ("Borrower"), BEC
DISTRIBUTION, INC., a Delaware corporation ("BEC Distribution"), BONNEAU
HOLDINGS, INC., a Delaware corporation ("Bonneau Holdings"), BONNEAU GENERAL,
INC., a Delaware corporation ("Bonneau General"), FOSTER GRANT GROUP, L.P., a
Delaware limited partnership ("Foster Grant LP"), OPTICAL RADIATION
CORPORATION, a Delaware corporation ("Optical Radiation"), OPTI-RAY, INC., a
New York corporation ("Opti-Ray"), O-RAY HOLDINGS, INC., a Delaware
corporation ("X-Ray"), ORC CARIBE, a California corporation ("ORC Caribe"), THE
BONNEAU COMPANY, a Texas corporation ("Bonneau") (each of BEC Distribution,
Bonneau Holdings, Bonneau General, Foster Grant LP, Optical Radiation,
Opti-Ray, O-Ray, ORC Caribe and Bonneau sometimes being hereinafter referred
to individually as a "Guarantor" and collectively referred to as the
"Guarantors"), EACH LENDER EXECUTING AND DELIVERING A SIGNATURE PAGE HERETO
(individually, a "Lender" and collectively, the "Lenders"); and

         NATIONSBANK, N.A., a national banking association organized under the
laws of the United States of America, in its capacity as agent for the Lenders
(in such capacity, the "Agent");

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent have
entered into a Credit Agreement, dated as of April 3, 1996, as amended hereby
(the "Credit Agreement"), pursuant to which the Lenders agreed to make certain
Advances to the Borrower; and

         WHEREAS, the Borrower has requested that the Credit Agreement be
amended in the manner set forth herein and the Agent and the Lenders are
willing to agree to such amendment;

         NOW, THEREFORE, in consideration of the mutual covenants and the
fulfillment of the conditions set forth herein, the parties hereto do hereby
agree as follows:

         1.      Definitions. Any capitalized terms used herein without
definition shall have the meaning set forth in the Credit Agreement.

         2.      Amendment. Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:

                 (a)      The definition of "Consolidated EBITDA" in Section
         1.1 of the Credit Agreement is hereby deleted in its entirety and the
         following is inserted in replacement thereof:
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                 "Consolidated EBITDA" means, with respect to the Borrower and
         its Subsidiaries for any period of computation thereof, the sum of,
         without duplication, (i) Consolidated Net Income, (ii) Consolidated
         Interest Expense, (iii) taxes on income, (iv) amortization, and (v)
         depreciation, all determined on a consolidated basis in accordance
         with Generally Accepted Accounting Principles applied on a Consistent
         Basis; provided, however, that for the purposes only of computing
         Consolidated EBITDA, there shall be excluded from the determination of
         Consolidated Net Income all Consolidated Net Worth Adjustment Amounts
         as they from time to time are realized during such period by the
         Borrower which, in accordance with Generally Accepted Accounting
         Principles, otherwise would be included in Consolidated Net Income;

         (b)     A new definition of "Consolidated Net Worth Adjustment
Amounts" is hereby set forth in alphabetical sequence in Section 1.1 of the
Credit Agreement which shall read in its entirety as follows:

                 "Consolidated Net Worth Adjustment Amounts" means at any time
         as of which the amount thereof is to be determined, the sum of the
         following, each of which was incurred by the Company in connection
         with the Spinoff and Merger and has been recorded in the books and
         records of the Borrower in accordance with Generally Accepted
         Accounting Principles at the amount set forth opposite its name below:

Contingent valuation right        $ 4,570,000
Tax liabilities                   $ 3,000,000
Supply agreement in connection
 with Orcolite Lenses             $ 3,700,000
                                  -----------
                                  $11,270,000

         (c)     Section 11.3 of the Credit Agreement is hereby deleted in its
entirety and the following is inserted in replacement thereof:

                 "SECTION 11.3 CONSOLIDATED NET WORTH. Permit at any time
         Consolidated Net Worth to be less than an amount equal to $25,000,000,
         such amount to be increased (i) in an amount equal to the amount of
         any Consolidated Net Worth Adjustment Amount realized by the Borrower
         and to be included in Consolidated Net Income in accordance with
         Generally Accepted Accounting Principles effective as of the date of
         such realization and (ii) as at the first day of each Fiscal Year,
         beginning with





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         the Fiscal Year ending December 31, 1997, by fifty percent (50%) of
         (a) Consolidated Net Income (without including in Consolidated
         Net Income any realization of Consolidated Net Worth Adjustment
         Amounts) for the immediately preceding Fiscal Year and (b) the Net
         Proceeds of any Equity Offering consummated during the immediately
         preceding fiscal year; provided, however, in no event shall the
         Consolidated Net Worth requirement be decreased as a result of a net
         loss of the Borrower and its Subsidiaries (i.e., negative Consolidated
         Net Income) for any Fiscal Year. Any increase calculated pursuant
         hereto shall be determined based upon financial statements delivered
         in accordance with Section 9.1(a) hereof; provided, "however such
         increase shall be deemed effective as of the first day of the Fiscal
         Year in which such financial statements are delivered.

         3.      Representations and Warranties. In order to induce the Agent
and the Lenders to enter into this Agreement, the Borrower represents and
warrants to the Agent and the Lenders as follows:

                 (a)      The representations and warranties made by Borrower
         in Article 8 of the Credit Agreement are true and correct on and as of
         the date hereof, except to the extent that such representations and
         warranties expressly relate to an earlier date;

                 (b)      There has been no material adverse change in the
         condition, financial or otherwise, of the Borrower and its
         Subsidiaries, taken as a whole, since the date of the most recent
         financial reports of the Borrower received by the Agent and the
         Lenders under Section 9.1 of the Credit Agreement;

                 (c)      No event has occurred and is continuing which
         constitutes, and no condition exists which upon the consummation of
         the transaction contemplated hereby would constitute, a Default or an
         Event of Default on the part of the Borrower under the Credit
         Agreement.

         4.      Conditions Precedent. The effectiveness of this Agreement is
subject to the receipt by the parties hereto of the following:

                 (a)      The Agent shall have received:

                          (i)     six (6) counterparts of this Agreement duly
                 executed by all signatories hereto; and

                          (ii)    copies of all additional agreements,
                 instruments and documents which the Agent may reasonably
                 request, such documents, when appropriate, to be certified by
                 appropriate governmental authorities.





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                 (b)      All proceedings of the Borrower relating to the
         matters provided for herein shall be satisfactory to the Lenders, the
         Agent and their counsel.

         5.      Entire Agreement. This Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, condition, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and not one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that,
except as otherwise expressly stated in this Agreement, no representations,
warranties or commitments, express or implied, have been made by any party to
the other. None of the terms or conditions of this Agreement may be changed,
modified, waived or canceled orally or otherwise, except by writing, signed by
all the parties hereto, specifying such change, modification, waiver or
cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.

         6.      Limitation of Waiver and Consents. The waiver and consents
contained herein are limited as specified herein and shall remain in effect
only so long as the Borrower is in compliance with the terms of this Agreement.
The waiver and consents are granted only for the specific instance specified
herein and in no manner creates a course of dealing or otherwise impairs the
future ability of the Agent or the Lenders to declare a default under or
otherwise enforce the terms of the Credit Agreement.

         7.      Full Force and Effect of Agreement. Except as hereby
specifically amended, modified or supplemented, the Credit Agreement and all
other Loan Documents are hereby confirmed and ratified in all respects and
shall remain in full force and effect according to their respective terms.
Each Guarantor hereby acknowledges and agrees to the amendments of the Credit
Agreement set forth herein and hereby confirms and ratifies in all respects the
Guaranty and enforceability of the Guaranty against such Guarantor in
accordance with its terms.

         8.      Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.

         9.      Governing Law. This Agreement shall in all respects be
governed by the laws and judicial decisions of the state of New York, without
giving effect to the conflict of laws provisions thereof.

         10.     Enforceability. Should any one or more of the provisions of
this Agreement be determined to be illegal or unenforceable as to one or more
of the parties hereto, all other provisions





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nevertheless shall remain effective and binding on the parties hereto.

         11.     Credit Agreement. All references in any of the Loan Documents
to the "Credit Agreement" shall mean the Credit Agreement as amended hereby.

         12.     Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of each of the Borrower, the Lenders and the Agent
and their respective successors, assigns and legal representatives; provided,
however, that the Borrower, without the prior consent of the Agent, may not
assign any rights, powers, duties or obligations hereunder.

         13.     Expenses. Borrower agrees to pay to the Agent all reasonable
out-of-pocket expenses incurred or arising in connection with the negotiation
and preparation of this Agreement.

                          [Signature pages follow]





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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their duly authorized officers, all as of the day and year
first above written.

                                  BORROWER:

                                  BEC GROUP, INC.

                                  By: /s/ IAN ASHKEN
                                     ----------------------------------------
                                  Name: Ian Ashken
                                       --------------------------------------
                                  Title:
                                        -------------------------------------

                                  LENDERS:

                                  NATIONSBANK, N.A.

                                  By: /s/ CHRISTOPHER C. BROWDER
                                     ----------------------------------------
                                  Name:   Christopher C. Browder
                                       --------------------------------------
                                  Title:  Senior Vice President
                                        -------------------------------------

                                  EUROPEAN AMERICAN BANK

                                  By: /s/ BRIAN A. FOSTER
                                     ----------------------------------------
                                  Name:   Brian A. Foster
                                       --------------------------------------
                                  Title:  Vice President
                                        -------------------------------------

                                  NATIONAL CITY BANK, KENTUCKY

                                  By: /s/ DON PULLEN
                                     ----------------------------------------
                                  Name:   Don Pullen
                                       --------------------------------------
                                  Title:  Vice President
                                        -------------------------------------

                                  NATIONAL BANK OF CANADA

                                  By: /s/ [ILLEGIBLE/ILLEGIBLE]
                                     ----------------------------------------
                                  Name:
                                       --------------------------------------
                                  Title:  Vice President/Asst. Vice President
                                        -------------------------------------


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                                  AGENT:

                                  NATIONSBANK, N.A., as Agent for the
                                  Lenders

                                  By: /s/ CHRISTOPHER C. BROWDER
                                     ----------------------------------------
                                  Name:   CHRISTOPHER C. BROWDER
                                       --------------------------------------
                                  Title:  SENIOR VICE PRESIDENT
                                        -------------------------------------
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ACKNOWLEDGED AND AGREED this
        day of May, 1996:
-------
BEC DISTRIBUTION, INC.
BONNEAU HOLDINGS, INC.
BONNEAU GENERAL, INC.
FOSTER GRANT GROUP, L.P.
OPTICAL RADIATION CORPORATION
OPTI-RAY, INC.
O-RAY HOLDINGS, INC.
ORC CARIBE
THE BONNEAU COMPANY

By:    /s/ IAN ASHKEN
   -------------------------------
Name:  Ian Ashken
     -----------------------------
Title:
      ----------------------------