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                                SOLAR-MATES, INC.
                           8125 25th COURT STREET EAST
                             SARASOTA, FLORIDA 34243




                                                              January 28, 1997



Mr. Neil Winter
5299 DTC Boulevard, Suite 300
Englewood, Colorado 80111


Dear Mr. Winter:

    Upon the terms and subject to the conditions set forth below, this letter
shall constitute the agreement pursuant to which Solar-Mates, Inc.
("Solar-Mates") agrees to employ you as Chief Financial Officer.

    1. Term of Employment.

         1.1 Term. Solar-Mates hereby employs you, and you hereby accept
employment with Solar-Mates, for a period to commence on the closing of the
transaction contemplated by and pursuant to the Agreement of Purchase and Sale
by and between Corning Incorporated and Solar-Mates, Inc. dated as of October
29, 1996 (the "Closing") and to terminate on the third anniversary of such date
unless sooner terminated in accordance with the provisions of Section 7 hereof
("Initial Term").

         1.2 Definition. As used herein, "Employment Term" means the entire
period of your employment by Solar-Mates hereunder, whether for the period
provided above, or whether extended, or sooner terminated in accordance with the
provisions of Section 7 hereof.

    2. Duties.

         2.1 Description of Duties. In your capacity as Chief Financial Officer,
you shall perform such duties and exercise such authority, consistent with your
position, as may from time to time be given to you by the President and Chief
Executive Officer. You shall have the responsibility for the financial affairs
of Solar-Mates.

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         2.2 Devotion of Entire Time. During the Employment Term, you agree that
you will loyally and conscientiously devote your entire productive time,
efforts, ability and attention to the duties of your office and to promotion of
the interests of Solar-Mates, and that you will not engage in any other business
duties or pursuits whatsoever. Notwithstanding any of the foregoing, you will
not be prohibited from making passive personal investments or being involved in
the private business affairs of your immediate family to the extent that such
activities do not interfere with the performance of your duties hereunder and
are not in any way competitive with the business of Solar-Mates.

    3. Compensation.

         3.1 Annual Salary. During the Initial Term, you will be compensated 
at the rate of $138,000 per annum for the period from the date of Closing to 
the date one year from the date of Closing; $150,000 per annum for the period 
from one year from the date of Closing to the date two years from the date of 
Closing; and $165,000 per annum for the period from two years from the date 
of Closing to the date three years from the date of Closing, payable in 
accordance with the customary payroll policies of Solar-Mates provided, 
however, that if, pursuant to Section 7 hereof, your employment is 
terminated, you will receive the appropriate pro rata portion of your annual 
base salary for the period during which you were actually employed by 
Solar-Mates.

         3.2 Incentive Compensation. For the fiscal year ending December 31, 
1997, you will be entitled to a bonus of $10,000 payable on or before 
December 31, 1997.  In the event both net sales and net 
pre-tax profits of Solar-Mates exceed $56.3 million and $5.9 million 
respectively, for the fiscal year ending December 31, 1997, you will be 
entitled to an additional bonus of $5,000 for 1997. For the fiscal year 
ending December 31, 1998, you will be entitled to a bonus of $15,000 payable 
on or before December 31, 1998. In the event both net sales and net pre-tax 
profits of Solar-Mates exceed $63 million and $6.5 million respectively, for 
the fiscal year ending December 31, 1998, you will be entitled to an 
additional bonus of $10,000 for 1998. For the fiscal year ending December 31, 
1999, you will be entitled to a bonus of $15,000 payable on or before 
December 31, 1999. In the event both net sales and net pre-tax profits of 
Solar-Mates exceed $84 million and $7.25 million respectively, for the fiscal 
year ending December 31, 1999, you will be entitled to an additional bonus of 
$15,000 for 1999. Such incentive compensation shall only be available upon 
your completion of each full year's employment hereunder.

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         3.3 Stock Options. You will be granted, as of the commencement of your
employ, a stock option to purchase up to 65,000 shares of Solar-Mates' common
stock in accordance with the Stock Option Agreement annexed hereto. In the event
of a change of control of Solar-Mates during the Initial Term only, you will be
entitled to exercise all incentive option shares based upon sales and/or profit
benchmarks granted but not yet vested during the Initial Term, to the extent
permitted under the Stock Option Agreement and Stock Option Plan. For purposes
hereof, the term "change of control" shall mean any merger, consolidation or
reorganization of Solar-Mates with or into another person or entity, any sale of
the assets of Solar-Mates or any acquisition of Solar-Mates' voting securities,
with the result, in each instance, that less than 51% of the combined voting
power of the then outstanding voting securities of Solar-Mates or the surviving
entity immediately after each such transaction is held in the aggregate by
persons or entities who were holders of voting securities of Solar-Mates
immediately prior to any such transaction.

         3.4 Reimbursement for Business Expenses. Solar-Mates will reimburse
you, upon presentation of proper expense statements or such other supporting
information as Solar-Mates may reasonably require, for your reasonable and
necessary business expenses (including, without limitation, telephone, travel
and entertainment expenses) incurred or paid by you in connection with the
performance of your duties hereunder.

         3.5 Miscellaneous. You will be provided with a relocation and housing
allowance of up to $25,000 for actual and reasonable expenses incurred by you in
connection with your relocation from Colorado to Florida. For payment under this
allowance you will present proper expense statements or such other supporting
information as Solar-Mates may reasonably require. You will also be provided
with a total car allowance of $500 per month payable monthly.

    4. Fringe Benefits. You shall be entitled to participate on the same basis
and subject to the same qualifications as all other regular full time employees
of Solar-Mates in any fringe benefit plans Solar-Mates makes available from time
to time for all its employees, including those benefits available, if any, under
any vacation, retirement, disability, medical insurance 


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and life insurance plans as the same may be placed into effect from time to
time. In addition, you shall be entitled to participate in such other benefit
plans, if any, as Solar-Mates makes generally available from time to time to
members of its executive staff.

    5. Confidentiality.

         5.1 Trade Secrets. You and Solar-Mates acknowledge and agree that
during the Employment Term and in the course of the discharge of your duties
hereunder, you will have access to and become acquainted with information
concerning the operation of Solar-Mates, including, without limitation, the
names and addresses of and other information pertaining to Solar-Mates'
customers, clients, suppliers and employees and other business associates, and
other valuable information regularly used in Solar-Mates' business and not
generally known to others, giving Solar-Mates' a competitive advantage in the
sunglass business. You acknowledge and agree that it is Solar-Mates' policy to
maintain such information as secret and confidential, whether relating to
Solar-Mates' business as heretofore or hereafter conducted, or relating to
Solar-Mates' customers, clients, suppliers, employees and other business
associates (all such information being referred to hereinafter as "Confidential
Information"). You acknowledge and agree that all Confidential Information is
owned by Solar-Mates and constitutes Solar-Mates' trade secrets.

         5.2 Non-Disclosure. You specifically agree that you shall not use,
publish, disseminate, misappropriate or otherwise disclose any Confidential
Information, whether directly or indirectly, either during the term of this
Agreement or at any other time thereafter, except as is required by law or in
the course of your employment hereunder. This provision shall not apply to
Confidential Information which becomes generally known to the public by means
other than your breach of this Section.

         5.3 Unfair Competition. You acknowledge and agree that the sale,
unauthorized use or disclosure of any Confidential Information obtained by you
during the course of your employment under this Agreement, including but not
limited to (a) information concerning Solar-Mates' current, future or proposed
work, services, or products, (b) the facts that any such work, services or
products are planned, under consideration, or in production, as well as, (c) any
descriptions thereof, constitute unfair competition. You promise and agree not
to engage in any unfair competition with 

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Solar-Mates, either during the term of this Agreement or at any other time
thereafter.

         5.4 Precautions; Return of Materials. You agree to take all reasonable
precautions to protect the integrity of all Confidential Information, including
all documents and other material entrusted to you containing or embodying
Confidential Information. You further agree that all files, records, documents,
drawings, lists, specifications, products and similar items relating to
Solar-Mates' business, whether prepared by you or by others, are and shall
remain exclusively the property of Solar-Mates, and that upon the expiration or
termination of your employment hereunder you shall return to Solar-Mates all
such material and all copies thereof in your possession or control.

         5.5 Copyrightable and Patentable Materials. You agree that during the
Employment Term you will take any and all business developments, opportunities
and potentially profitable situations relating to Solar-Mates' business to the
Directors for exploitation by Solar-Mates. You agree promptly to disclose to
Solar-Mates (and only to Solar-Mates) any and all knowledge possessed or
acquired by you by any means whatsoever during the Employment Term which relates
in any way to any materials, inventions, discoveries, developments, concepts,
ideas or innovations, whether copyrightable or patentable or not, relating to
the business of Solar-mates. For the compensation and benefits received
hereunder, you hereby assign and agree to assign to Solar-Mates your entire
right, title and interest in and to any of the afore described materials,
inventions, discoveries, developments, concepts, ideas or innovations. All such
materials, inventions, discoveries, developments, concepts, ideas and
innovations shall be the property of Solar-Mates, and you shall, without further
compensation, do all things necessary to enable Solar-Mates to perfect title in
such materials, inventions, discoveries, concepts, ideas and innovations and to
obtain and maintain effective patent or copyright protection in the United
States and foreign countries thereon, including, without limitation, rendering
assistance and executing necessary documents.

    6. Competitive Activities.

         6.1 Non-Competition. During the Employment Term and for a period of 
one (1) year after the expiration or earlier termination thereof for whatever 
reason, you shall not within the United States unless agreed upon in writing:

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              (a) Consult with, be employed by, render services to, or engage in
any business activity with (whether as owner, controller, employee, employer,
consultant, partner, officer, director, agent or otherwise) any business or
business entity competing in any way with the business of Solar-Mates;

              (b) Without the prior written consent of the President and Chief
Executive Officer personally solicit or cause to be solicited or authorize,
directly or indirectly, for or on behalf of yourself or any third party, any
business competitive with Solar-Mates, which employs you hereunder, from others
who are or were at any time within 12 months prior to the expiration or
termination of your employment hereunder customers, clients, or other business
associates of Solar-Mates.

         6.2 Solicitation of Employees and Others. You acknowledge and agree
that Solar-Mates' directors, officers and employees possess special knowledge of
Solar-Mates' operations and are vitally important to the continued success of
Solar-Mates' business. You shall not, without the prior written consent of the
President and Chief Executive Officer, directly or indirectly seek to persuade
any director, officer or employee of Solar-Mates either to discontinue his or
her position with Solar-Mates or to become employed or engaged in any activity
competitive with the activities of Solar-Mates to which your services under this
Agreement are related.

         6.3 Injunctive Relief. You acknowledge and agree that your services to
be provided hereunder are special and unique and that were you to breach any
provision of Sections 5 or 6 of this Agreement, the damages to Solar-Mates would
be irreparable and, therefore, in addition to damages, reasonable attorneys'
fees and any other rights or remedies which Solar-Mates may possess or to which
it may be entitled, Solar-Mates shall be entitled to enjoin any such breach in
any court of competent jurisdiction.

         6.4 Scope. If any court determines that any of the covenants set forth
herein, or any part or parts thereof, is unenforceable because of the duration
or geographic scope of such provision, such court shall have the power to reduce
the duration or scope of such provision, as the case may be, and, in its reduced
form, such provision shall then be enforceable and shall be enforced.


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    7. Termination.

         7.1 By Agreement or Death. Prior to the end of the Initial Term and
during the Employment Term, your employment hereunder may be terminated: (a) by
either party upon written notice; (b) by written agreement between you and
Solar-Mates; and (c) in the event of your death.

         7.2 Termination for Cause. Solar-Mates reserves the right to terminate
this Agreement for "cause" as defined below. As used in this Agreement, the term
"cause" shall mean (i) the commission by you of any act which would constitute a
felony under state or federal law, or the equivalent under foreign law, if
prosecuted; (ii) the commission by you of any act of moral turpitude which, in
the sole opinion of Solar-Mates, negatively impacts on your ability to perform
your duties hereunder; (iii) the material breach by you of the provisions of
this Agreement; provided, however, that Solar-Mates shall have given you written
notice specifying such breach and permitted you to cure such breach within a
period of 10 days after receipt of such notice; (iv) your failure or refusal to
perform your obligations under this Agreement, or other acts or omissions
constituting neglect or dereliction of duties hereunder; (v) fraud, dishonesty
or other acts or omissions by you that amount to a willful breach of your
fiduciary duty to Solar-Mates; or (vi) the happening of any other event which,
under the provisions of any laws applicable to Solar-Mates or its activities,
disqualifies you from acting in any or all capacities provided for herein.
Solar-Mates may, at its option, terminate this Agreement for the reasons stated
in this Section 7 by giving written notice of termination to you without
prejudice to any other remedy to which Solar-Mates may be entitled either by
law, in equity, or under this Agreement.

         7.3 Upon such termination under this Section 7, you shall resign from
all positions you may then hold with Solar-Mates or any of its affiliates and
deliver to Solar-Mates all documents or copies thereof in your possession
relating to Solar-Mates and its business.

         7.4 Severance Pay. Whether and to what extent you are entitled to
severance pay upon termination of your employment with Solar-Mates will be
determined according to Solar-Mates' severance policies, if any, at the time of
such termination. The foregoing notwithstanding, in the event Solar-Mates
terminates your employment pursuant to Section 7.1(a) during the Initial Term
only, you will be entitled to: (a) four month's salary based solely upon the
annual salary set forth in Section 3.1 hereof in the event termination is during
the first year of the Initial Term; and (b) six 


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month's salary based solely upon the annual salary set forth in Section 3.1
hereof in the event termination is during the second year of the Initial Term.

    8. Miscellaneous.

         8.1 Notices. Notices hereunder shall be in writing and shall be
delivered by hand or sent by registered or certified mail, return receipt
requested, if to you, at the address set forth above, and if to Solar-Mates,
Inc. 8125 25th Court Street East, Sarasota, Florida 34243, or at such other
address as to which notice has been given in the manner herein provided.

         8.2 Entire Agreement. This Agreement sets forth your and Solar-Mates'
complete understanding with respect to the matters set forth herein. This
Agreement may be modified or amended only by an agreement in writing signed by
the parties hereto and may be assigned by Solar-Mates only in connection with
the transfer of all or substantially all of the business and assets of
Solar-Mates.

         8.3 Severability. If any term, provision, covenant, or condition of
this Agreement, or the application thereof to any person, place or circumstance,
shall be held by a court of competent jurisdiction to be invalid, unenforceable,
or void, the remainder of this Agreement and such term, provision, covenant, or
condition as applied to other persons, places and circumstances shall remain in
full force and effect.

         8.4 Headings. The headings and captions of this Agreement are provided
for convenience only and are intended to have no effect in construing or
interpreting this Agreement.

         8.5 Vacation. You shall be entitled to three weeks vacation per fiscal
year during the initial term.

         8.6 Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida without giving effect to the
conflict of laws principles thereunder.


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    If the foregoing accurately reflects your understanding of our agreement and
is acceptable to you, please sign the enclosed copy of this letter and return it
to the undersigned.


                                Very truly yours,

                                SOLAR-MATES, INC.


                                By:
                                   -------------------------
                                   Stephen Nevitt, President

Accepted and Agreed:


By:
  ----------------
  Neil Winter



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