<PAGE>   1
                                 EXHIBIT 10.21

                     SECOND AMENDMENT TO LOAN AGREEMENT AND
                              OTHER LOAN DOCUMENTS

         THIS SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
(herein called the "Second Amendment"), dated as of December   , 1996, by and
among WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, successor by merger to
First Interstate Bank of Texas, N.A. (the "Bank"), the ORC MANAGEMENT
CORPORATION, a Delaware corporation, FOSTER GRANT GROUP, L.P., a Delaware
Limited Partnership ("TFGG") and BEC GROUP, INC., a Delaware corporation
("Guarantor").

                                   WITNESSETH

         WHEREAS, Bank, TFGG and Benson Eyecare Corporation are parties to that
certain Loan Agreement, dated as of March 31, 1995, as amended by that certain
First Amendment to Loan Agreement and Other Loan Documents dated May 3, 1996 by
and among Bank, TFGG and Guarantor (the "Loan Agreement");

         WHEREAS, in connection with and according to the terms of the Loan
Agreement, (a) Bank and TFGG entered into various agreements, documents,
instruments and certificates, including that certain (i) $4,000,000
Commercial/Real Estate Note, dated March 31, 1995, executed by TFGG in favor of
Bank (the "Note"), and (ii) Deed of Trust, Security Agreement and Financing
Statement, dated March 31, 1995, executed by TFGG in favor of Collateral
Services, Inc., as trust, for the use and benefit of Bank and recorded with the
office of the County Clerk of Dallas County, Texas at Volume 95064, Page 05483
of the Deed of Trust Records of such office (the "Deed of Trust"), pursuant to
which Deed of Trust TFGG granted to Bank a first lien security interest in
certain real estate located in Dallas County, Texas, more particularly
described on Exhibit A attached to the Deed of Trust (the "Premises"), and (b)
Guarantor and Bank entered into various agreements, documents and instruments,
including that certain (i) Guaranty Agreement (herein so called), dated May 3,
1996, executed by Guarantor in favor of Bank, and (ii) Indemnity Agreement
(herein so called), dated May 3, 1996, executed by Guarantor in favor of Bank;

         WHEREAS, the indebtness evidenced by the Note is secured by, among
other things, the Deed of Trust;

         WHEREAS, TFGG desires to transfer the Premises to ORC, and TFGG has
requested that Bank consent to such transfer (the "Transfer");

         WHEREAS, ORC desires to take title to the Premises and, in connection
therewith, assume all obligations of TFGG to Bank- contained in the Loan
Agreement, the Note and the other Loan Documents (as defined in the Loan
Agreement);





                                       1
<PAGE>   2
         WHEREAS, Bank is willing to consent to the Transfer provided that ORC
takes title to the Premises and, in connection therewith, assumes all
obligations of TFGG to Bank contained in the Loan Agreement, the Note and the
other Loan Documents;

         WHEREAS, the parties hereto desire to (i) modify the Loan Agreement,
the Note, the Deed of Trust, that certain Indemnity Agreement, dated as of May
3, 1996, from TFGG and Guarantor to Bank (the "Indemnity Agreement") and the
other Loan Documents as hereinafter set forth to allow and provide for the
Transfer. and (ii) allow and provide for certain other matters as hereinafter
set forth;

         NOW, THEREFORE, in consideration of the premises and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE I
                                  Definitions

         Capitalized terms used in this Second Amendment are defined in the
Loan Agreement, as modified hereby, unless otherwise stated.

                                   ARTICLE II
                      Modifications to the Loan Agreement

         2.1 Amendments to Section 5(a) of the Loan Agreement. Effective as
of,the date hereof, Section 5(a) of the Loan Agreement is hereby modified such
that (i) each reference therein to "limited partnership" shall be deemed to be
a reference to "corporation" and (ii) each reference therein to "Amended and
Restated Agreement of Limited Partnership shall be deemed to be a reference to
"Certificate of Incorporation."

         2.2 Addition of Section 8(l) to the Loan Agreement. Effective as of
the date hereof, a new Section 8(l) is hereby added to the Loan Agreement as
follows:

                 "(l) Financial Statements of Foster Grant Group). L.P. Furnish
         the Bank, within forty-five (45) days after the end of each calendar
         quarter (or, with respect to each calendar quarter ending on the last
         day of each fiscal year of Borrower, within ninety (90) days after the
         end of each such calendar quarter) during the term hereof, a copy of
         Foster Grant Group, L.P.'s (or their successor or assign) unaudited
         consolidated financial statements for such fiscal quarter, consisting
         of at least a consolidated balance sheet and related consolidated
         statement of income."

         2.3 Addition of Section 8(m) to the Loan Agreement. Effective as of
the date hereof, a new Section 8(m) is hereby added to the Loan Agreement as
follows:





                                       2
<PAGE>   3
                 "(m) Maintenance of Dominion Accounts. On or before December
         31, 1996, establish and maintain a special payment account at the Bank
         (the "Central Dominion Account"). Upon the request of the Bank at its
         sole discretion upon and after the occurrence of an Event of Default,
         the Company shall cause all rents and other sums chargeable pursuant to
         that certain Standard Net Commercial Lease dated as of December 11,
         1996 by and between Borrower and Foster Grant Group, L.P. (as amended,
         the "Lease") to be paid directly to the Central Dominion Account for
         application on account of (i) the outstanding principal balance of, and
         any accrued interest then due and owing on, the Term Note, and (ii) all
         fees and expenses of the Bank that are payable or reimbursable by the
         Company whether pursuant to the terms of this Agreement or otherwise.
         All funds deposited in the Central Dominion Account shall immediately
         become the property of Bank. The Bank assumes no responsibility for
         such dominion account arrangements, including, without limitation, any
         claim of accord and satisfaction or release with respect to deposits
         accepted by any bank thereunder."

         2.4 Amendments to Section 9(a) of the Loan Agreement

                 (a) Effective as of the date hereof, Section 9(a)(1) is hereby
         deleted in its entirety and the following is inserted in lieu thereof:

                          "(a)(1) Consolidated Fixed Charge Ratio. Maintain, on
                 a rolling four quarter basis (i.e. as of the end of each
                 calendar quarter for the twelve-month period ended as of the
                 end of each quarter for which any determination is being made)
                 a Consolidated Fixed Charge Ratio of not less than 2.75 to
                 1.00."

                 (b) Effective as of the date hereof, Section 9(a)(2) is hereby
         deleted in its entirety and the following is inserted in lieu thereof.

                          "(a)(2) Consolidated Funded Indebtedness to
                 Consolidated EBITDA. Maintain, on a rolling four quarter basis
                 (i.e. as of the end of each calendar quarter for the
                 twelve-month period ended as of the end of each quarter for
                 which any determination is being made) a ratio of Consolidated
                 Funded Indebtedness at the end of such rolling four quarters
                 to Consolidated EBITDA for such rolling four quarters of less
                 than 2.50 to 1.00."

                 (c) Effective as of the date hereof, Section 9(a)(3) is hereby
         deleted in its entirety and the following is inserted in lieu thereof:

                          "(a)(3) Consolidated Net Worth. Maintain at all times
                 Consolidated Net Worth not less than (i) $5,000,000 from
                 October 31, 1996 until the earlier of November 14, 1996 and
                 the date on which the financial statements of the Guarantor and
                 its subsidiaries for the fiscal quarter ending September 30,
                 1996 are delivered to Bank in accordance with Section 8(b)
                 (such earlier date being the "Third Quarter Net Worth Date"),
                 and (ii) at all times on and after the Third Quarter Net Worth
                 Date, the greater of (A) $5,000,000 and (B) the difference of





                                       3
<PAGE>   4
                 Consolidated Net Worth as reported in the consolidated balance
                 sheet of the Guarantor and its subsidiaries delivered on the
                 Third Quarter Net Worth Date less $5,000,000."

                 (d) Effective as of the date hereof Section 9(a)(4) is hereby
         deleted in its entirety and the following is inserted in lieu thereof.

                          "(a)(4) Capital Expenditures. Not make or become
                 committed to make Capital Expenditures with respect to any
                 asset which exceed $5,000,000 in the aggregate in any Fiscal
                 Year of the Guarantor (all on a noncumulative basis, with the
                 effect that amounts not expended in any Fiscal Year may not be
                 carried forward to a subsequent period); provided, however,
                 that the calculation of Capital Expenditures in the Fiscal
                 Year in which the FGG Disposition is effective, shall be
                 determined as if the FGG Disposition had occurred immediately
                 prior to such Fiscal Year."

                 (e) Effective as of the date hereof, a new defined term "FGG
         Disposition" is hereby inserted in alphabetical position in Section
         9(a) of the Loan Agreement and shall read as follows:

                          "FGG Disposition" means the sale of all of the issued
                 and outstanding capital stock of The Bonneau Company,
                 Opti-Ray, Inc. and Asian Buying Source, Inc., upon terms and
                 conditions acceptable to Bank, resulting in net proceeds to
                 the Guarantor of at least $31,000,000."

                 (f) Effective as of the date hereof, the definition of
         "Consolidated EBITDA" in Section 9(a) of the Loan Agreement is hereby
         amended by inserting after the words "applied on a Consistent Basis"
         in the last line thereof the following:

                 "provided, however, for any four-quarter period during which
                 the FGG Disposition was effective, the Guarantor's
                 Consolidated EBITDA shall be determined on a pro forma basis
                 as if the FGG Disposition had occurred immediately prior to
                 such four-quarter period."

                 (g) Effective as of the date hereof, the definition of
         "Consolidated Fixed Charge Ratio" in Section 9(a) of the Loan
         Agreement is hereby amended by inserting after the words "for such
         period" in the last line thereof the following:

                 "provided, however, for any four-quarter period during which
                 the FGG Disposition was effective, the Guarantor's
                 Consolidated Fixed Charge Coverage Ratio shall be determined
                 on a pro forma basis as if the FGG Disposition had occurred
                 immediately prior to such four-quarter period."





                                       4
<PAGE>   5
                 (h) Effective as of the date hereof, the definition of
         "Consolidated Funded Indebtedness" is hereby amended by inserting
         after the words "for such period" in the last line thereof the
         following:

                 "provided, however, for any four-quarter period during which
                 the FGG Disposition was effective, the Guarantor's Consolidated
                 Funded Indebtedness shall be determined on a pro forma basis
                 as if the FGG Disposition had occurred immediately prior to
                 such four-quarter period."

         2.5 Amendment to Section 9(b) of the Loan Agreement. Effective as of
the date hereof, Section 9(b) of the Loan Agreement is hereby modified in its
entirety and the following is substituted in lieu thereof:

                 "(b) Other Covenants. Comply in all respects with each
         covenant set forth in any agreement evidencing Indebtedness for Money
         Borrowed including, without limitation, the covenants set forth in that
         certain Credit Agreement dated as of April 3, 1996, by and among the
         Guarantor, its subsidiaries named therein and the financial
         institutions from time to time a party thereto (as amended from time to
         time, the "Credit Agreement"), as such covenants are in effect on
         October 31, 1996, and, if consented to by Bank, as such covenants are
         amended from time to time."

         2.6 Amendments to all references to "Company" in the Loan Agreement.
Effective as of the date hereof, the Loan Agreement is hereby modified such
that every reference therein to, and every indebtedness, liability and
obligation therein of, the "Company" shall be deemed to be a reference to, and
an indebtedness, liability and obligation of ORC.

         2.7 Amendments to all references to "First Interstate Bank of Texas,
N.A." in the Loan Agreement and the other Loan Documents. Effective as of the
date hereof, the Loan Agreement and the other Loan Documents are hereby
modified such that each and every reference therein to "First Interstate Bank
of Texas, N.A." shall be deemed to be a reference to "Wells Fargo Bank (Texas),
National Association."

         2.8 Schedule 5(d) - Litigation. Effective as of the date hereof, all
references in the Loan Agreement to Schedule 5(d), which is entitled
"Litigation", shall be deemed references to the Schedule 5(d) which is attached
hereto as Annex A.

         2.9 Schedule 5(f) - Liens. Effective as of the date hereof, all
references in the Loan Agreement to Schedule 5(f), which is entitled "Liens",
shall be deemed references to the Schedule 5(f) which is attached hereto as
Annex B.

         2.10 Schedule 5(j) - Subsidiaries. Effective as of the date hereof,
all references in the Loan Agreement to Schedule 5(S), which is entitled
"Subsidiaries", shall be deemed references to the schedule 5(S), which is
attached hereto as Annex C.





                                       5
<PAGE>   6
                                  ARTICLE III
                       Modification to the Deed of Trust

         3.1     Amendments to all references to "Grantor" in the Deed of
Trust. Effective as of the date hereof, the Deed of Trust is hereby modified
such that every reference therein to, and every indebtedness, liability and
obligation therein of, the "Grantor" shall be deemed to be a reference to, and
an indebtedness, liability and obligation of ORC.

         3.2     Amendment to Section 1.01.A. of the Deed of Trust. Effective
as of the date hereof, Section 1.01.A. is hereby amended by adding thereto the
words "as amended from time to time" immediately prior to the words "herein
called the 'Note'".

         3.3     Amendment to Section 2.01(K) of the Deed of Trust. Effective
as of the date hereof, Section 2.01(K) of the Deed of Trust is hereby deleted
in its entirety and the following is substituted in lieu thereof:

                 (K)(1) Assignment: Grantor hereby grants, assigns, transfers
         and sets over unto Beneficiary, its successors and assigns, all of
         Grantor's right, title and interest in and to the Rents (as hereafter
         defined) and Leases (as hereafter defined) together with (a) all
         rights, remedies, benefits and advantages to be derived therefrom, (b)
         after the occurrence of an Event of Default, all of the right, power
         and authority of Grantor to alter, modify or change the terms of the
         Leases, or to surrender, cancel or terminate the same and (c) all
         Rents, arising from the Leases and renewals thereof, if any.
         Notwithstanding any other provision herein contained, the assignment
         of Rents and Leases contained herein is intended by Grantor and
         Beneficiary to be an absolute and unconditional assignment.

                 (2) Modification and Termination: Grantor shall not modify or
         terminate any existing Lease or enter into any new Lease without the
         prior written consent of Beneficiary.

                 (3) Collection of Rents: Grantor shall have a license (which
         license may, at the option of Beneficiary, be terminated upon the
         occurrence of an Event of Default) to collect, upon but not prior to
         accrual, all Rents from the Mortgaged Property; provided, however, that
         all such Rents that are ever received by Grantor shall be applied
         first to pay the sums due and to be due upon the Indebtedness and
         otherwise to discharge the remaining items referred to in subparts
         (a), (b) and (c) of Section 2.01(K)4 below, and Grantor covenants and
         agrees, and represents and warrants to Beneficiary that upon the
         occurrence of an Event of Default, a constructive trust is hereby
         imposed upon such Rents for the benefit of Beneficiary for the uses
         and purposes set forth in such subparts (a), (b) and (c).
         Notwithstanding anything contained herein or otherwise to the
         contrary, possession of the Mortgaged Property by Beneficiary shall
         not be a prerequisite to Beneficiary's right to collect Rents upon the
         occurrence of an Event of Default, it being hereby declared that the
         Assignment of Rents and Leases set forth herein is absolute and





                                       6
<PAGE>   7
         unconditional and, subject only to the license hereinabove granted,
         shall entitle Beneficiary to collect all Rents.

                 (4) Default: Upon or at any time after the occurrence of an
         Event of Default, Beneficiary, without in any way waiving such default,
         may at its option take possession of the Mortgaged Property and have,
         hold, manage, lease and operate the same, on such terms and for such
         period of time as Beneficiary may deem proper, and may collect and
         receive all Rents of the Mortgaged Property, with full power to make
         from time to time all alterations, renovations, repairs or
         replacements thereto as may seem proper to Beneficiary, and to apply
         such Rents to the payment of (a) the cost of all such alterations,
         renovations, repairs and replacements, and expenses incident to taking
         and retaining possession of the Mortgaged Property, and the management
         and operation thereof, and keeping the same properly insured, and (b)
         all taxes, charges, claims, assessments, water rents, and any other
         liens which may be prior in lien or payment to the mortgage debt, and
         premiums for said insurance, with interest on all such items and (c)
         the Indebtedness, together with all costs and attorney's fees, in such
         order of priority as to any of such items as Beneficiary in its sole
         discretion may determine.

                 (5) Possession: Grantor hereby authorizes Beneficiary, at
         Beneficiary's option, upon any taking by Beneficiary of possession of
         the Mortgaged Property hereunder, to let or relet the Mortgaged
         Property or any part thereof, to cancel and modify leases, evict
         tenants, bring or defend any suits in connection with the possession
         of the Mortgaged Property in its own name or Grantor's name, make
         repairs as Beneficiary deems appropriate, and perform such other acts
         in connection with the management and operation of the Mortgaged
         Property as Beneficiary, in its discretion, may deem proper. The
         receipt by Beneficiary of any rents, issues or profits pursuant to
         this assignment after the institution of foreclosure proceedings under
         this Deed of Trust shall not cure any default nor affect such
         proceedings or sale pursuant thereto.


                 (6) Grantor's Obligations: Beneficiary shall not be obligated
         to perform or discharge, nor does it hereby undertake to perform or
         discharge, any obligation, duty or liability under the Leases or under
         or by reason of this assignment; and Grantor shall and does hereby
         agree to perform and discharge any and all obligations, duties and
         liabilities of Grantor under the terms of any of the Leases and to
         indemnify Beneficiary for and to hold Beneficiary harmless of and from
         any and all liability, loss or damage which it may or might incur
         under the Leases or under or by reason of this assignment, and of and
         from any and all claims and demands whatsoever which may be asserted
         against it by reason of any alleged obligations or undertakings on its
         part to perform or discharge any of the terms, covenants or agreements
         contained in the Leases, except for matters caused by Beneficiary's
         gross negligence or willful acts. Should Beneficiary incur any
         liability, loss or damage under the Leases or under or by reason of
         this assignment, or in the defense of any such claims or demands, the
         amounts thereof, including costs, expenses and reasonable attorney's
         fees, shall be secured by this Deed of Trust; and Grantor shall
         reimburse Beneficiary therefor immediately upon demand, and upon
         failure of Grantor so





                                       7
<PAGE>   8
         to do Beneficiary may declare all sums secured by this Deed of Trust
         immediately due and payable.

                 (7) Payment of Indebtedness: Upon payment in full of all
         Indebtedness secured hereby, this assignment shall become and be void
         and of no effect; but the affidavit, certificate, letter or statement
         of any officer, supervisor or attorney of Beneficiary, showing any
         part of said Indebtedness to remain unpaid, shall be and constitute
         conclusive evidence of the validity, effectiveness and continuing
         force of this assignment, and any person may be and is hereby
         authorized to rely thereon. A demand on the tenants by Beneficiary for
         the payment of the rents on any default claimed by Beneficiary shall
         be sufficient notice to said tenants to make future payments of rents
         to Beneficiary, without the necessity of further consent by said
         Grantor.

                 (8) Release: Beneficiary may take or release other security,
         may release any party primarily or secondarily liable for any
         Indebtedness secured hereby, may grant extensions, renewals or
         indulgences with respect to such Indebtedness, and may apply any other
         security therefor held by it to the satisfaction of such indebtedness,
         without prejudice to any of its rights hereunder.

                 (9) Waiver: Nothing herein contained and no act done or
         omitted by Beneficiary pursuant to the powers and rights granted it
         herein shall be deemed to be a waiver by Beneficiary of its rights and
         remedies under the Note, the Loan Agreement or any of the other Loan
         Documents (as defined in the Loan Agreement), but this assignment is
         made and accepted without prejudice to any of the rights and remedies
         possessed by Beneficiary under the terms thereof. The right of
         Beneficiary to collect said Indebtedness and to enforce any other
         security therefor owned by it may be exercised by Beneficiary either
         prior to, simultaneously with, or subsequent to any action taken by it
         under this assignment. This assignment and the powers and rights
         granted are separate and independent from any obligation contained
         elsewhere in this Deed of Trust and may be enforced without regard to
         whether Beneficiary institutes foreclosure proceedings under this Deed
         of Trust.

         For purposes of this Section 2.01(K), (i) the term "Rents" shall mean
         all of the rents, revenues, income, proceeds, royalties, issues,
         profits and other benefits paid or payable for using, leasing,
         licensing, possessing, operating from or in, residing in, selling,
         mining, extracting or otherwise enjoying or using the Mortgaged
         Property; and (ii) the term "Leases" shall mean any and all leases,
         subleases, licenses, concessions or other agreements (written or
         verbal, now or hereafter in effect) which grant a possessory interest
         in and to, or the right to extract, mine, reside in, sell or use the
         Mortgaged Property, and all other agreements, including, but not
         limited to, utility contracts, maintenance agreements and service
         contracts, which in any way relate to the use, occupancy, operation,
         maintenance, enjoyment or ownership of the Mortgaged Property, save
         and except any and all leases, subleases or other agreements pursuant
         to which Grantor is granted a possessory interest in the Land."





                                       8
<PAGE>   9
         3.3 Amendment to Section 2.01(S) of the Deed of Trust. Effective as of
the date hereof, Section 2.01(S) of the Deed of Trust is hereby amended by
adding the words "Except for that second priority lien on the Mortgaged
Property in favor of NationsBank, N.A.," to the beginning of such paragraph.

         3.4 Amendment to "Address of Grantor" in the Deed of Trust. Effective
as of the date hereof, the "Address of GRANTOR" ON the signature page of the
Deed of trust is hereby deleted in its entirety and the following is
substituted in lieu thereof.

         "Address of GRANTOR:           555 Theodore Fremd Avenue
                                        Suite B-302
                                        Rye, New York 10580"

                                   ARTICLE IV
                           MODIFICATIONS TO THE NOTE

         Effective as of the date hereof, the Note is hereby modified such that
every reference therein to, and every indebtedness, liability and obligation
therein of, TFGG shall be deemed to be a reference to, and an indebtedness,
liability and obligation therein of ORC.

                                   ARTICLE V
                         MODIFICATIONS TO THE GUARANTY

         5.1 Amendment to the preamble of the Guaranty. Effective as of the
date hereof, the Guaranty is hereby amended by deleting the preamble thereto
and substituting in lieu thereof the following:

     "Borrower (give name and address)    Bank (give name and address)

     ORC Management Corporation           Wells Fargo Bank (Texas), National
     555 Theodore Fremd Avenue            Association
     Suite B-302                          1445 Ross Avenue
     Rye, New York 10580                  Dallas Texas 75202

     (herein called "Borrower")           (herein called "Bank")"
     whether one or more


         5.1 Amendment to the paragraph 1 of the Guaranty. Effective as of the
date hereof, the Guaranty is hereby amended by deleting paragraph 1 thereof and
substituting in lieu thereof the following:

                 "1. FOR VALUE RECEIVED, and in consideration of credit and
         financial accommodations extended, to be extended, or continued to or
         for the account of





                                       9
<PAGE>   10
         Borrower, and for other good and valuable considerations, the
         undersigned (the "Guarantor"), absolutely and unconditionally
         guarantees the prompt and punctual payment and performance when due
         (whether at its stated maturity, by acceleration or otherwise in
         accordance with the loan documents) of the Guaranteed Obligations of
         Borrower to Bank, as provided herein. This is a specific guaranty
         applicable to and guaranteeing any and all amounts of principal,
         interest, attorneys' fees, costs of collection and other amounts owing
         or which hereafter become owing on or in connection with certain
         indebtedness, obligations or liabilities of Borrower to Bank arising
         under that certain Loan Agreement dated as of March 31, 1995 by and
         among Foster Grant Group, L.P., Benson Eyecare Corporation and Bank, as
         amended by that certain First Amendment to Loan Agreement and other
         Loan Documents dated as of May 3, 1996 by and among Foster Grant Group,
         L.P., Guarantor and Bank, as further amended by that certain Second
         Amendment to Loan Agreement and other Loan Documents (the "Second
         Amendment") dated as of December __, 1996 by and among Borrower,
         Guarantor and Bank (as amended, the "Loan Agreement"), (ii) that
         certain Commercial/Real Estate Note dated as of March 31, 1995 in the
         original principal amount of $4,000,000 executed by Foster Grant Group,
         L.P. in favor of Bank (as amended by the Second Amendment, the "Note"),
         and (iii) that certain Deed of Trust, Security Agreement and Financing
         Statement dated as of March 31, 1995, executed by Foster Grant Group,
         L.P. in favor of Bank, as amended by the Second Amendment, in each
         case, together with all renewals and extensions thereof, even though
         represented by new instruments (hereinafter called the "Guaranteed
         Obligations").

                                 ARTICLE VI
                  Modifications to the Indemnity Agreement

         6.1 Amendment to the first paragraph of the Indemnity Agreement.
Effective as of the date hereof, the Indemnity Agreement is hereby amended by
deleting the first paragraph thereof and substituting in lieu thereof the
following:

                 "INDEMNITY AGREEMENT made as of May 3, 1996, from ORC
         Management Corporation, a Delaware limited partnership, having an
         office at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580
         ("Company"), BEC Group, Inc., a Delaware corporation, having an office
         at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580 (the
         "Indemnitor"), to Wells Fargo Bank (Texas), National Association, a
         national banking association ("Lender").

         6.2 Amendment to the third paragraph of the Indemnity Agreement.
Effective as of the date hereof, the Indemnity Agreement is hereby amended by
deleting the third paragraph thereof and substituting in lieu thereof the
following:

                 "WHEREAS, Lender has lent to Company the sum of $4,000,000.00
         (the "Loan"), of which $________ is currently outstanding, which Loan
         is evidenced by that certain Commercial/Real Estate Note executed by
         Foster Grant Group, L.P. in favor





                                       10
<PAGE>   11
         of Lender, dated as of March 31, 1995, in the amount of the Loan (as
         amended by that certain Second Amendment to Loan Agreement and other
         Loan Documents dated of even date herewith by and among the Company,
         Indemnitor and Bank, the "Note"), and secured by, among other things, a
         mortgage or deed of trust from Company to Lender which will encumber
         the Property (said mortgage or deed of trust, together with all
         amendments, modifications, consolidations, increases, supplements and
         spreaders thereof being herein collectively called the "Mortgage ");"

                                  ARTICLE VII
                                Other Agreements

         7.1. Transfer of the Premises. TFGG has concurrently herewith conveyed
title to the Premises to ORC. ORC hereby acknowledges and agrees that title to
the Premises and its interest therein, is encumbered by and subject to the
liens, security interests, assignments and other terms, covenants, restrictions
and provisions of the Deed of Trust.

         7.2. Assumption of Liability by ORC: Effect of Existing- Defaults.

                 (a) ORC hereby and agrees, effective immediately upon the
transfer of the Premises to ORC, to perform, observe and confirm all and
singular the covenants, agreements, terms, conditions, obligations, duties and
liabilities of TFGG under the Loan Agreement, the Note, the Deed of Trust and
all of the other Loan Documents to which TFGG was a party prior to giving
effect to this Second Amendment, and agrees to pay the outstanding principal
balance of the Term Loan, with interest thereon, in accordance with the
provisions of the Loan Agreement and Note. For purposes of this Second
Amendment, the transfer of the Premises shall be deemed to which title to the
Premises is conveyed by TFGG to ORC.

                 (b) Any Event of Default which exists or arises out of or
comes into being as a result of conditions, acts or omissions occurring prior
to the transfer of the Premises shall continue as a default subsequent to such
transfer, such that Bank shall have the right to exercise the rights and
remedies set forth in the Loan Agreement and Other Loan Documents against ORC.
Bank represents to ORC that, as of the date hereof, (i) it has no knowledge of
any present default under the Loan Agreement or Other Loan Documents and (ii)
to the best of Bank's knowledge based solely upon Bank's review of the
documents provided to Bank by the Company none of the transactions contemplated
by this Amendment or in connection with the Transfer constitute or with the
passage of time will constitute an Event of Default-

                 (c) Each of ORC and Guarantor represents, warrants and agrees
that upon the consummation of the Transfer (i) ORC shall thereby have assumed,
and hereby expressly assumes and agrees to perform, observe and confirm, all
and singular, the covenants, agreements, terms, conditions, obligations,
appointments, duties and liabilities of TFGG under the Loan Agreement, the
Note, the Deed of Trust, and any other document or instrument executed and
delivered or furnished by TFGG in connection therewith, and (ii) ORC shall
thereby succeed to all of the estate, rights, privileges, powers and franchises
of TFGG in the Premises and is the lawful record owner of good and marketable
title to the Premises. By virtue of the foregoing





                                       11
<PAGE>   12
ORC hereby accepts and assumes any liability of TFGG related to any
representation or warranty made by TFGG therein and confirms and restates all
such representations and wan-antics as though made by ORC as of the date
hereof. ORC also confirms and acknowledges that it is a " assignee" to TFGG to
the Loan Agreement, the Note, the Deed of Trust and the other Loan Documents,
and as a "assignee" it is obligated to and hereby agrees to perform and observe
all the conditions, agreements, terms, conditions, obligations, appointments,
duties and liabilities of ORC under the Loan Agreement, the Note, the Deed of
Trust and the other Loan Documents as if it were a signatory thereto.

                                  ARTICLE VII
                              Conditions Precedent

         Each of the following conditions precedent shall be fulfilled to the
satisfaction of Bank prior to this Second Amendment becoming effective against
Bank:

                 (a) ORC shall have furnished to Bank, in form, content and
         amounts and with companies satisfactory to Bank casualty insurance
         policies endorsed in favor of Bank as loss payee and as mortgagee
         under a standard mortgage clause relating to the Premises;

                 (b) This Second Amendment, duly executed by the Company and
         Guarantor.

                 (c) Bank shall have approved the deed conveying title to the
         Premises and any other documents transferring the Premises and the
         assets associated therewith from TFGG to ORC;

                 (d) Bank shall have received a copy of any surveys,
         environmental study and other studies or reports commissioned by ORC
         with respect to the physical condition of the Premises;

                 (e) Bank shall have received an endorsement to Lawyers Title
         Insurance Corporation Policy No- 91-00- 518957 (i) extending the
         effective date of such policy to the date and time of the recording of
         the deed conveying title to the Premises to ORC, (ii) with Schedule A
         of such policy reflecting that title to the Premises is vested in ORC
         and reflecting that the name of insured is Wells Fargo Bank (Texas),
         National Association, and (iii) reflecting the recordation of this
         Agreement and the deed transferring ownership of the Premises from
         TFGG to ORC;

                 (f) The representations and warranties contained herein shall
         be true and correct as of the date hereof as if made on the date
         hereof;

                 (g) No Event of Default shall have occurred and be continuing
         and no event or condition shall have occurred that with the giving of
         notice or lapse of time or both would be an Event of Default unless
         such Event of Default has been specifically waived in writing by Bank;





                                       12
<PAGE>   13
                 (h) Bank shall have received true, correct and complete copies
         of all documents and instruments relating to the Transfer;

                 (i) Effective with the consummation of the Transfer, ORC will
         be legally responsible for and will assume, pay, perform and discharge
         all the obligations, duties and liabilities of TFGG under the Loan
         Agreement, the Note, the Deed of Trust and the other Loan Documents,
         and by execution below of this Second Amendment by ORC, ORC agrees
         that (i) ORC will be legally responsible for, and hereby assumes, and
         agrees to pay, perform and discharge, all the obligations, duties and
         liabilities of TFGG under the Loan Agreement, the Note, the Deed of
         Trust and the other Loan Documents, and (ii) that ORC will execute
         such documentation, as shall be required by Bank, in its sole
         discretion, in connection with the Transfer;

                 (j) Bank shall have received each of the following, in form
         and substance acceptable to Bank:

                          (i) copies, certified by each of TFGG and ORC, of all
                 consents, authorizations, filings, licenses and approvals, if
                 any, required in connection with the execution, delivery and
                 performance by TFGG and ORC, and the validity and
                 enforceability, of this Second Amendment, the Loan Agreement,
                 the Note, the Deed of Trust, the Indemnity Agreement and the
                 other Loan Documents, each as modified hereby, and each of the
                 agreements, documents and instruments executed in connection
                 herewith and therewith;

                          (ii) a Company General Certificate of ORC, in form
                 and substance satisfactory to Bank, together with:

                                  (A) the Certificate of Incorporation,
                 including all amendments thereto, certified by the Secretary
                 of State of the state of Delaware and dated within 30 days
                 prior to the date hereof,

                                  (B) the Bylaws of ORC, including all
                 amendments thereto;

                                  (C) the unanimous consent of the directors of
                 ORC authorizing the execution, delivery and performance by ORC
                 of this Second Amendment and each of the agreements, documents
                 and instruments executed in connection herewith;

                                  (D) certificates of the appropriate
                 government officials of the state of incorporation of ORC as
                 to its existence and good standing, and certificates of the
                 appropriate government officials in each state where ORC is
                 required by the nature of the business it conducts within such
                 state to qualify as a foreign corporation and where failure to
                 be so qualified would have a material adverse effect on ORC,
                 as to its good standing and





                                       13
<PAGE>   14
                        due qualification to do business in such state, each
                        dated within 30 days prior to the date hereof;

                        (iii)   such other information, documents, agreements,
                commitments and undertakings relating to ORC, TFGG as Bank
                shall reasonably request; and

                (k)     Bank shall have received the Subordination Agreement,
        duly executed by NationsBank, N.A., in form and substance satisfactory
        to Bank;

                (l)     Bank shall have received in form and substance
        satisfactory to Bank, a duly executed copy of that certain Deed of
        Trust, Assignment and Security Agreement, dated as of December 12,
        1996, executed by ORC in favor of NationsBank, N.A.;

                (m)     Bank shall have received in form and substance
        satisfactory to Bank, a duly executed copy of that certain Standard Net
        Commercial Lease, dated as of December 11, 1996, executed by TFGG and
        ORC;

                (n)     Bank shall have received in form and substance
        satisfactory to Bank, a duly executed copy of that certain
        Subordination, Non-Disturbance and Attornment Agreement, executed by
        TFGG, ORC and Bank;

                (o)     All partnership and corporate proceedings taken in
        connection with the transactions contemplated by this Second Amendment
        and all documents, instruments and other legal matters incident thereto
        shall be satisfactory to Bank and its legal counsel, Hughes & Luce,
        L.L.P; and

                (p)     The Company shall have paid the Bank an amendment fee
        of $25,000, which fee shall be fully earned and nonrefundable upon the
        effectiveness of this Amendment, and shall have paid Bank's legal
        counsel for reasonable costs, fees and expenses incurred in connection
        with the preparation and negotiation of this Amendment.


                                   ARTICLE IX

          RATIFICATIONS, REPRESENTATIONS, AND WARRANTIES AND COVENANTS

        SECTION 9.01. RATIFICATIONS. The terms and provisions set forth in this
Second Amendment shall modify and supersede all inconsistent terms and
provisions set forth in the Loan Agreement, the Note, the Deed of Trust, the
Indemnity Agreement and the Other Loan Documents, and except as expressly
modified and superseded by this Second Amendment, the terms and provisions of
the Loan Agreement, the Note, the Deed of Trust, the Indemnity Agreement and
the other Loan Documents are ratified and confirmed and shall continue in full
force and effect. Each of the parties hereto hereby agrees that the Loan
Agreement, the Note, the Deed of Trust, the Indemnity Agreement, and the other
Loan Documents, as modified hereby, and each of the agreements, documents and
instruments executed in connection therewith shall continue to be legal, valid,
binding and enforceable in accordance with their respective terms.


                                       14
<PAGE>   15
         Section 9.02. Representations and Warranties of ORC, TFGG and
Guarantor. ORC, TFGG and Guarantor hereby jointly and severally represent and
warrant to Bank that:

                 (a) the execution, delivery and performance of this Second
         Amendment and any and all documents, agreements, instruments and
         certificates executed and/or delivered in connection herewith have
         been authorized by all requisite corporate and partnership action, as
         the case may be, on the part of each of ORC, TFGG and Guarantor and
         will not violate the Certificate of Limited Partnership or the Amended
         and Restated Agreement of Limited Partnership of TFGG, the Articles
         and/or Certificate of Incorporation or Bylaws of ORC or the Articles
         and/or Certificate of Incorporation or Bylaws of Guarantor;

                 (b) the representations and warranties contained in the Loan
         Agreement, as modified hereby, and any documents, agreements,
         instruments and certificates executed and/or delivered in connection
         herewith are true and correct on and as of the date hereof as though
         made on and as of the date hereof;

                 (c) no Event of Default under the Loan Agreement has occurred
         and is continuing and no event or condition has occurred and is
         continuing that with the giving of notice or lapse of time or both
         would be an Event of Default, unless such Event of Default has been
         specifically waived in writing by Bank, and

         Section 9.03. Representations and Warranties of ORC. In addition to
the representations and warranties made by ORC under the Loan Agreement, the
Note, and the Deed of Trust, ORC hereby represents and warrants to Bank that,
except as otherwise contemplated by this Amendment:

                 (a) ORC (i) is a corporation duly organized, validly existing
         and in good standing under the laws of the State of Delaware, (ii) has
         all requisite corporate power and authority to own its property and
         assets and the property it will acquire upon consummation of the
         Transfer and to carry on its business as now conducted and as proposed
         to be conducted by it and as proposed to be conducted by it upon
         consummation of the Transfer and the other transactions contemplated
         by the Loan Agreement as modified by this Second Amendment, (iii) Is
         duly qualified to do business in every jurisdiction where such
         qualification is necessary or will be so qualified as of the date of
         this Second Amendment, (iv) has the partnership power and authority to
         execute, deliver and perform this Second Amendment and each other Loan
         Document to which it is or will be a party, and (v) has taken all
         corporate action necessary to authorize the execution, delivery and
         performance of this Second Amendment and each other the Loan Document
         to which it is or will be a party.

                 (b) ORC has no subsidiaries and has no equity or other
         interest in any Person;





                                       15
<PAGE>   16
                 (c) Upon consummation of the Transfer, ORC will possess all
         franchises, certificates, licenses, permits and other authorizations
         from governmental political subdivisions or regulatory authorities,
         free from burdensome restrictions, that are necessary in any material
         respect for the ownership, maintenance and operation of its properties
         and assets and for the conduct of the businesses currently conducted
         by ORC will not be in violation of any thereof in any material
         respect;

                 (d) Upon consummation of the Transfer, ORC will be legally
         responsible for, and will have assumed all of the obligations, duties
         and liabilities under the Loan Agreement, the Note, the Deed of Trust
         and the other Loan Documents;

                 (e) ORC is in full compliance with all covenants and
         agreements contained in the Loan Agreement, as modified hereby;

                 (i) ORC is paying ORC's debts as such debts become due;

                 (j) ORC is not "insolvent" as that term is defined in Section
         10 1 (3 1) of Title II of the United States Code (11 U.S.C. Section
         101, et.seq.) (the "Bankruptcy Code"); and

                 (k) ORC has not filed a petition with the bankruptcy court
         under the Bankruptcy Code, nor commenced any proceeding relating to
         ORC under any bankruptcy or reorganization statute or under any
         arrangement, insolvency, readjustment of debt, dissolution or
         liquidation law of any jurisdiction.

                                   ARTICLE X
                                 Limited Waiver

         By execution of this Second Amendment and upon satisfaction of the
conditions set forth in Article IX of this Second Amendment, Bank hereby (i)
consents to the Transfer and waives any Default or Event of Default which would
otherwise arise under the Loan Agreement or other Loan Documents solely by
reason of the consummation of the Transfer, (ii) waives any Default or Event of
Default which would otherwise arise under Section 10(d) of the Loan Agreement
solely by reason of that certain Standard Net Commercial Lease dated as of
December 11, 1996 entered into by and between TFGG and ORC, (iii) waives any
Default or Event of Default which would otherwise arise under Section 11(g) of
the Loan Agreement solely by reason of the incurrence of certain Indebtedness
for Money Borrowed by Guarantor pursuant to the Credit Agreement as of the date
hereof by and among Guarantor, NationsBank, N.A. and the other financial
institutions a party thereto, and (iv) represents and warrants that the unpaid
principal balance of the Term Loan is $.... Except as specifically provided in
this Article X, nothing contained in this Second Amendment shall be construed
as a waiver by Bank of any covenant or provision of the Loan Agreement, the
other Loan Documents, this Second Amendment, or of any other contract or
instrument between Bank and TFGG, ORC and/or Guarantor, and the failure of
Bank at any time or times hereafter to require strict performance by the
Guarantor, TFGG and/or ORC of any provision thereof shall not waive, affect
or diminish



                                      16
<PAGE>   17
any right of Bank to thereafter demand strict compliance therewith. Bank hereby
reserves all rights granted under the Loan Agreement, the other Loan Documents,
this Second Amendment and any other contract or instrument between the Bank and
the Guarantor, TFGG and/or ORC.

                                   ARTICLE XI
                                 Miscellaneous

         Section 11.01. Survival of Representations and Warranties. All
representations and warranties made in the Loan Agreement or any other
documents, agreements, instruments and certificates relating thereto, shall
survive the execution and delivery of this Second Amendment and such document,
agreement, instrument or certificate, and no investigation by Bank or any
closing shall affect the representations and warranties or the right of Bank to
rely upon them.

         Section 11.02. Reference to Loan Agreement. For purposes of clarity,
as used herein, the term "Loan Agreement" and the "Note", and the "Deed of
Trust" shall specifically include all addendums, attachments, riders and
exhibits thereto, each being herein referred to by the name or title of each as
used therein. The Loan Agreement, the Note, and the Deed of Trust and any and
all other agreements, documents, instruments or certificates now or hereafter
executed and delivered pursuant to the terms hereof or pursuant to the terms
thereof as modified hereby, are hereby modified so that any reference in such
agreement, document instrument or certificate thereto shall mean a reference
thereto.

         Section 11.03. Expenses of Bank. As provided in the Loan Agreement, as
modified hereby, TFGG, ORC and Guarantor, jointly and severally, agree to pay
on demand all costs and expenses incurred by Bank in connection with the
preparation, negotiation and execution of this Second Amendment and the
agreements, documents, instruments and certificates executed pursuant hereto
and any and all amendments, modifications, and supplements thereto, including,
without limitation, the costs and fees of Bank's legal counsel, and all costs
and expenses incurred by Bank in connection with the enforcement or
preservation of any rights under the Loan Agreement, as modified hereby, and
any and all other agreement, documents, instruments or certificates, including,
without limitation, the costs and fees of Bank's legal counsel.

         Section 11.04. Severability. Any provision of this Second Amendment
held by a court of competent jurisdiction to be invalid or unenforceable shall
not impair or invalidate the remainder of this Second Amendment and the effect
thereof shall be confined to the provision so held to be invalid or
unenforceable.

         Section 11.05. APPLICABLE LAW. THIS SECOND AMENDMENT AND ALL OTHER
DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE
PERFORMABLE IN, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF TEXAS.





                                       17
<PAGE>   18
         Section 11.06. Successors and Assigns. This Second Amendment is
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.

         Section 11.07. Counterparts, This Second Amendment may be executed in
one or more counterparts, each of which when so executed shall be deemed to be
an original, but all of which when taken together shall constitute one and the
same instrument.

         Section 11.08. Amendment; Effect of Waiver. No modification of or
amendment to this Second Amendment shall be effective unless the same is in
writing and signed by ORC, Guarantor and Bank. No consent or waiver, express or
implied, by Bank to or for any breach of or deviation from any covenant or
condition by ORC or Guarantor shall be deemed a consent to or waiver of any
other breach of the same or any other covenant, condition or duty.

         Section 11.09. Headings. The headings, captions, and arrangements used
in this Second Amendment are for convenience only and shall not affect the
interpretation of this Second Amendment.

         Section 11.10. Renewal and Extension of Security Interests and
Assignments. The security interests and assignments referenced in this Second
Amendment shall, to the maximum extent applicable, be deemed to be renewals and
extensions of the security interests and assignments in favor of Bank
previously existing, which prior security interests and assignments shall in no
manner be waived, impaired or otherwise adversely affected hereby, the purpose
of this Second Amendment being, in part, to carry forward all preexisting
security interests and assignments securing the obligations which are
acknowledged by ORC or Guarantor to be valid and subsisting.

         Section 11.11. FINAL AGREEMENT. THE LOAN AGREEMENT, AS MODIFIED HEREBY
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.

         Section 11.12. RELEASE. EACH OF ORC AND GUARANTOR HEREBY ACKNOWLEDGES
THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND
OF ANY KIND OR NATURE, WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE
ALL OR ANY PART OF ITS LIABILITY TO REPAY THE "INDEBTEDNESS" OR TO SEEK
AFFIRMATIVE, RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM BANK. EACH OF ORC
AND GUARANTOR HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES
BANK, ITS PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND
ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES,
COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,




                                       18

<PAGE>   19
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN
PART ON OR BEFORE THE DATE THIS SECOND AMENDMENT IS EXECUTED, WHICH ORC AND
GUARANTOR MAY NOW OR HEREAFTER HAVE AGAINST BANK, ITS PREDECESSORS, AGENTS,
OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING,
WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING,
COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE
APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR
THE OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS SECOND
AMENDMENT.

         Section 11.13. Release of TFGG. By execution of this Second Amendment,
Bank does hereby release and forever discharge TFGG from any obligations it had
to the Bank under the Loan Agreement or the other Loan Documents; provided,
however, that in the event that TFGG shall have committed any fraud or made any
other intentional misrepresentation to the Bank which has a Material Adverse
Effect, it shall be deemed that TFGG shall not have been released or discharged
pursuant to this Section 11.13, and all of TFGG's obligations under the Loan
Agreement and Other Loan Documents shall be in full force and effect
notwithstanding anything to the contrary contained herein.





                                       19
<PAGE>   20
         IN WITNESS WHEREOF, this Second Amendment has been executed and is
effective as of the date first above-written.

                              TFGG:

                              FOSTER GRANT GROUP, L.P.

                              By: Bonneau General, Inc.
                                  its General Partner

                              By:/s/ PETER H. TREMBATH
                                 ---------------------------------
                              Name:  Peter H. Trembath
                                   -------------------------------
                              Title: Secretary
                                    ------------------------------

                              COMPANY:

                              ORC MANAGEMENT CORPORATION


                              By:/s/ PETER H. TREMBATH
                                 ---------------------------------
                              Name:  Peter H. Trembath
                                   -------------------------------
                              Title: Secretary
                                    ------------------------------

                              GUARANTOR:

                              BEC GROUP, INC.

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

                              WELLS FARGO BANK (TEXAS), NATIONAL
                              ASSOCIATION

                              By:
                                 ---------------------------------
                                 Jeffrey S.A. Cook,
                                 Vice President





                                       20
<PAGE>   21
         STATE OF TEXAS           )
                                  )
         COUNTY OF DALLAS         )

         This instrument was acknowledged before me on December .., 1996, by
Jeffrey S. A. Cook, Vice President of Wells Fargo Bank (Texas), National
Association, on behalf of said banking association.


                                    -------------------------------------------
                                    Notary Public in and for the State of Texas


                                    Print Name:
                                              ---------------------------------

Commission Expires:

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


         STATE OF RHODE ISLAND    )
                                  )
         COUNTY OF PROVIDENCE     )

         This instrument was acknowledged before me on December .., 1996, by
Peter H. Trembath, Secretary of ORC Management Corporation, on behalf of said
corporation.

                                    LAURIE C. WILKINS
                                    -------------------------------------------
                                    Notary Public


                                    Print Name
                                              ---------------------------------
                                              Laurie C. Wilkins, Notary Public
                                              State of Rhode Island and
                                              Providence Plantations
                                              My Commission Expires: 6/25/97


Commission Expires:

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






                                       21


<PAGE>   22

         STATE OF RHODE ISLAND    )
                                  )
         COUNTY OF PROVIDENCE     )

         This instrument was acknowledged before me on December 12, 1996 by
Peter H. Frembath, the Secretary of Bonneau General, Inc., the general partner
of Foster Grant Group, L.P., on behalf of said corporation and partnership.

                                    /s/ LAURIE C. WILKINS
                                    -------------------------------------------
                                    Notary Public


                                    Print Name
                                              ---------------------------------
                                              Laurie C. Wilkins, Notary Public
                                              State of Rhode Island and
                                              Providence Plantations


Commission Expires:

        June 25, 1997
-----------------------------




         STATE OF RHODE ISLAND    )
                                  )
         COUNTY OF PROVIDENCE     )

         This instrument was acknowledged before me on December 12, 1996, by
Ian G. H. Ashkin, the CFO of BEC Group, a Delaware corporation on behalf of
said corporation.

                                    s/s LAURIE C. WILKINS
                                    -------------------------------------------
                                    Notary Public


                                    Print Name
                                              ---------------------------------
                                              Laurie C. Wilkins, Notary Public
                                              State of Rhode Island and
                                              Providence Plantations

Commission Expires:

        June 25, 1997
-----------------------------






                                       22