EXHIBIT 10.5(iii)
     LEASE BETWEEN THE COMPANY'S SUBSIDIARY AND 18501 EAST PLAZA DRIVE, LLC
                             DATED SEPTEMBER 4, 2003














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                                      LEASE

                                     BETWEEN
                         18501 EAST PLAZA DRIVE, LLC, a
                       Colorado limited liability company

                                   as Landlord

                                       and

                      ORALABS, INC., a Colorado corporation
                                    as Tenant


                        DATE OF LEASE: September 4, 2003

                                    PREMISES:
                              18501A E. Plaza Drive

                             Parker, Colorado 80134



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                                      LEASE

THIS LEASE (this "Lease") is made as of the 4th day of September 2003 (the
"Effective Date"), by and between 18501 EAST PLAZA DRIVE, LLC, a Colorado
limited liability company ("Landlord"), and ORALABS, INC., a Colorado
corporation ("Tenant").

                                    ARTICLE 1
                                 GRANT AND TERM

1.1  Grant. Landlord hereby leases to Tenant, and Tenant hereby leases from
     Landlord, a portion of that certain building (the "Building") located at
     18501A E. Plaza Drive, Parker, Colorado, which real property ("Real
     Property") is more specifically described on Exhibit A attached hereto
     consisting of 88,000 rentable square feet and by this reference made a part
     hereof, together with all improvements located thereon (the
     "Improvements"), and all appurtenances belonging to or in any way
     pertaining to such premises (hereinafter collectively referred to as the
     "Premises"). The Premises are illustrated on Exhibit B attached hereto.

1.2  Term. The term hereof (the "Term") shall commence on September 4, 2003,
     (the "Commencement Date") and shall terminate on September 30, 2006 (the
     "Expiration Date") (unless the Term shall be sooner terminated in
     accordance herewith).

                                    ARTICLE 2
                                      RENT

2.1  Rent.

     A.   Base Rent. Commencing on the Commencement Date, but subject to the
          provisions of Section 8.5, Tenant shall pay to Landlord as the base
          monthly rent ("Base Rent") for the Leased Premises, in monthly
          installments in advance on or before the first day of each full
          calendar month of the Term and any extensions an amount equal to $5.00
          per rentable square foot per annum. The amount of each monthly
          installment of Base Rent will be $36,666.67. In the event that
          Landlord claims that the amount of rent should change based upon
          Landlord's remeasurement of the Leased Premises, Tenant will have the
          right to have its architect verify the remeasurement results.

          Base Rent for any partial month shall be payable in advance and shall
          be prorated based on the actual number of days during the Lease Term
          occurring in such month divided by the total number of days in such
          month.

     B.   Manner and Place of Payment. Base Rent and Additional Rent defined
          below (collectively, "Rent") shall be payable without notice or demand
          and without any deduction, offset (except as expressly provided in
          Section 8.5), or abatement (except as expressly provided in Section
          12.3), in lawful money of the United States of America. Tenant shall
          pay Rent directly to Landlord at the address set forth in the notice
          provision of the lease, or such other address as Landlord may
          designate in writing from time to time.

2.2  Net Lease. The parties intend that except as specifically provided
     otherwise in the Lease, all charges, costs, expenses and obligations of
     every kind (collectively "Operating Expenses"), relating to the ownership
     and operation of the Building and its appurtenances, shall be deemed
     Additional Rent and shall be paid by Tenant to Landlord (or at Landlord's
     direction, directly to the party who is entitled to receive such payment
     under a direct obligation of Tenant to such party, if applicable). All such
     Additional Rent payable to third parties shall be due at such times and in
     such amounts so as not to become delinquent under any agreement pertaining
     thereto, and all such amounts due to Landlord that are in addition to the
     payments of monthly estimated Operating Expenses as described below, shall
     be due on the first day of the succeeding calendar month following
     Landlord's delivery of a written statement to Tenant setting forth in
     reasonable detail the amount due, provided that the statement is received
     by Tenant by the 20th day of a calendar month (and if received thereafter,
     the payment will be due on the first day of the second calendar month
     following delivery of the statement). To the extent that any of the
     Operating Expenses are for items shared by Tenant and by occupants of other
     portions of the Building as determined by Landlord, Tenant will pay its
     Proportionate Share as defined in Section 5.3 below. Landlord will require
     Tenant to pay estimated monthly amounts of Operating Expenses and Landlord
     will reconcile the estimated payments to the actual payments when Landlord
     has the information to do so in the succeeding calendar year. Tenant's
     obligations to pay Operating Expenses for the Term will survive the
     expiration or earlier termination of the Lease.


                                    ARTICLE 3
                                       USE

3.1  Use. The Premises may be used and occupied for office, production,
     manufacturing and warehousing uses and any other use permitted by
     applicable law. Tenant will not permit anything to be done upon the
     Premises that in any way tends to create a nuisance or to disturb any other
     occupants of the Building, and will not permit any objectionable noise or
     odor to escape or be emitted from the Premises.


                                    ARTICLE 4

                                   POSSESSION

4.1  Delivery of Possession. Possession of the Premises is being delivered on
     the date hereof, subject to the provisions of Section 8.5.

4.2  Condition of Premises. Tenant expressly acknowledges that it has inspected
     the Premises and is fully familiar with the physical condition thereof and
     that Tenant accepts the Premises in its "as is" condition (subject to
     Landlord's express obligations under this Lease). ARTICLE 5

                                      TAXES

5.1  Personal Property Taxes. Tenant covenants and agrees to pay, as Additional
     Rent as and when due, all personal property taxes levied and assessed
     against all furniture, fixtures, equipment and other items of personal
     property constituting a part of the Premises or used in connection with the
     Premises and/or Tenant's operations therein.

5.2  Real Estate Taxes. Tenant shall pay its Proportionate Share (defined below)
     of real estate taxes for the Premises.

5.3  Proportionate Share. As used in this Lease, Tenant's Proportionate Share
     means a fraction, the numerator of which is the number of rentable square
     feet in the Premises and the denominator of which is the number of rentable
     square feet in the Building, which is 138,654 rentable square feet (i.e.,
     Tenant's Proportionate Share is 63.5%. In the event that Landlord claims
     that Tenant's Proportionate Share should change based upon Landlord's
     remeasurement of the Building, Tenant will have the right to have its
     architect verify the remeasurement results.

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                                    ARTICLE 6

                                    INSURANCE

6.1  Tenant Insurance. Tenant shall, at its own cost and expense, during the
     Term procure and maintain the following:

     (a)  Liability Insurance. Commercial general liability insurance in amounts
          of not less than a combined single limit of $2,000,000 insuring Tenant
          (and naming Landlord, Landlord's agents, their respective affiliates
          and any mortgagee of the Premises for which Tenant has received a
          written request as additional insureds) against all liability for
          injury to or death of a person or persons or damage to property
          arising from the use and occupancy of the Premises.

     (b)  Personal Property. Insurance insuring all personal property of Tenant
          kept, stored or maintained on the Premises against loss or damage by
          fire, windstorm or other "All Risk" casualties.

6.2  Landlord Insurance. Landlord shall, during the Term, procure and maintain
     policies of insurance from insurers reasonably acceptable to Landlord,
     insuring all improvements at any time situated upon the Land or otherwise
     comprising a part of the Premises against loss or damage as covered by an
     "All Risk" fire and extended coverage policy, for not less than one hundred
     percent (100%) of the full replacement cost, if replaced, of such
     Improvements (less footings and foundations), with deductibles for such
     insurance in a commercially reasonable amount. Tenant shall reimburse
     Landlord for Tenant's Proportionate Share of the premium for such insurance
     that accrues during the Term of the Lease. Landlord shall bill Tenant for
     such insurance as the premiums become due, and Tenant shall reimburse
     Landlord within thirty (30) days after receipt of the invoice therefor.
     Notwithstanding the foregoing, if Tenant can obtain the identical insurance
     required by this Section 6.2 at a lower cost than Landlord but which
     nevertheless will name Landlord, its agents, affiliates and Landlord's
     lender as named insureds, Tenant shall so notify Landlord with written
     confirmation of the terms of Tenant's proposed coverage, and thereafter,
     Landlord shall elect either to (i) permit Tenant to obtain such insurance
     directly in lieu of Landlord's obtaining such insurance, or (ii) continue
     to carry such insurance and charge Tenant the premium Tenant would pay if
     Tenant obtained the insurance directly.

6.3  Certificates. Upon written request, Landlord and Tenant shall provide each
     other with certificates of insurance evidencing the coverage required to be
     obtained by each of Landlord and Tenant under this Article 6, which
     certificates shall provide that theinsurer shall endeavor to give Landlord
     (in the case of the policy described in Section 6.1(a)) and Tenant (with
     respect to the policy described in Section 6.2), at least ten (10) days
     prior notice of cancellation.

6.4  Mutual Waiver of Subrogation. Notwithstanding any other provision of this
     Lease to the contrary, and without limitation of the provisions of this
     Article 6, whenever (a) any loss, cost, damage or expense resulting from
     fire, explosion or any other casualty or occurrence is incurred by either
     of the parties hereto, or anyone claiming by, through, or under it in
     connection with the Premises, and (b) such party then is covered in whole
     or in part by insurance with respect to such loss, cost, damage or expense
     or is required under this Lease to be so insured, then the party so insured
     (or so required) hereby waives any claims against and releases the other
     party from any liability said other party may have on account of such loss,
     cost, damage or expense to the extent of any amount recovered by reason of
     such insurance (or which could have been recovered had such insurance been
     carried as so required). The parties agree to furnish to each insurance
     company which has or will issue policies of casualty insurance on the
     Improvements, written notice of said waivers and to have the insurance
     policies properly endorsed, if necessary, to acknowledge such subrogation
     waivers.

                                    ARTICLE 7

                                    UTILITIES

7.1  Payment of Utilities. Tenant will pay, when due, all charges of every
     nature, kind or description for utilities consumed by Tenant at the
     Premises during the Term, including all charges for water, sewage, heat,
     air conditioning, compressed air, gas, light, garbage, electricity,
     telephone, steam, power or other public or private utility services
     (collectively, "Utilities"). Subject to Tenant's obligations to pay for the
     Utilities, Landlord shall use commercially reasonable efforts to cause
     Utilities to be made available by third party providers to the Premises.
     Except for Utilities that serve the Premises and are separately metered and
     paid for by Tenant, Tenant's obligation to pay Utilities that serve the
     Real Property will be calculated upon the Tenant's Proportionate Share.

7.2  HVAC System and Compressed air System. Tenant agrees that Landlord has sole
     access to the HVAC equipment and compressed air system that serves the
     Building.

                                    ARTICLE 8
                           MAINTENANCE AND ALTERATIONS

8.1  Tenant's Maintenance. Subject to Landlord's obligations as set forth in
     Section 8.2, during the Term, Tenant shall, at its sole cost and expense,
     keep and maintain the interior of the Premises existing as of the
     Commencement Date, reasonable wear and tear excepted. Tenant will be solely
     responsible at its expense for the repair or replacement of any systems
     that serve only the Premises. Tenant shall be responsible for repairing any
     damage to the Building during the Term resulting from Tenant's negligence
     or willful misconduct, except to the extent covered by or required to be
     covered by Landlord's insurance.

8.2  Landlord's Maintenance. During the Term, Landlord shall be responsible for
     repairs and replacement of all structural elements of the Building,
     including replacement of the roof, if required, and all building systems,
     including, without limitation, the mechanical, plumbing, electrical,
     heating, ventilating and air conditioning equipment, boilers, and machinery
     other than any systems that serve only the Premises (collectively,
     "Building Systems") and all other equipment and fixtures ("Equipment and
     Fixtures") used in connection with the operation of the Building, the roof
     and the parking area and sidewalks of the Building, as well as the common
     areas in the Building that are illustrated on Exhibit B. All expenses
     incurred by Landlord in connection with any of the foregoing will be
     considered Operating Expenses for which Tenant will pay its Proportionate
     Share. However, Tenant will be responsible for any repairs or replacements
     if required under this Agreement by Tenant's negligence or willful
     misconduct, except to the extent covered by or required to be covered by
     Landlord's insurance. In addition, notwithstanding anything to the contrary
     in Section 8.1 or 8.2, if any repairs, replacements and/or improvements are
     needed in the Building and/or Premises that are not the sole responsibility
     of Tenant under this Lease (including without limitation the Building
     Systems, structural elements of the Building, the roof and the Equipment
     and Fixtures), and such repairs, replacements or improvements (other than
     tenant improvements for other tenants) are considered capital expenditures
     under generally accepted accounting principles, consistently applied
     ("GAAP") as determined by Landlord's accountants (collectively "Capital
     Improvements"), Landlord shall be responsible for performing such Capital
     Improvements, with the cost


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     thereof to be amortized with interest at a rate per annum equal to the
     Prime Rate plus three percent in effect at the time of the expenditure,
     over the useful life of the applicable Capital Improvement, as determined
     in accordance with GAAP, and Tenant shall reimburse Landlord on a monthly
     basis for the applicable portion of the cost of the Capital Improvement
     that is amortized during the Term.

8.3  Intentionally left blank.

8.4  Alterations. Tenant will not make any modifications, improvements or
     alterations (collectively, "Alterations") in or to the Premises without
     first securing Landlord's prior written consent thereto. Landlord shall
     indicate in its written consent whether or not the Alterations must be
     removed upon the expiration or termination of the Lease. In no event will
     Tenant be permitted to make any changes that affect structural items or
     that increase the load upon any of the systems serving the Building. All
     Alterations will be made in accordance with all applicable governmental
     regulations, laws and codes. At Landlord's election all Alterations will
     become the property of the Landlord upon the expiration or termination of
     the Lease, unless Landlord requires Tenant to remove the same in accordance
     with this Section 8.4, in which event Tenant will do so prior to vacating
     the Premises, and on or prior to Tenant's vacating the Premises it will
     restore the condition of the Premises after removing the Alterations.
     Landlord has the right to approve or disapprove the plans and
     specifications proposed by the Tenant with respect to any Alterations, but
     Landlord's approval will not impose upon Landlord any liability in
     connection therewith. Among other things, Landlord may condition its
     approval upon Tenant providing security that is satisfactory to Landlord
     for the payment of the proposed work, and Landlord will be permitted to
     post notices of non-responsibility prior to Tenant commencing any of the
     work with respect to the Alterations.

8.5  Medtronic Access. Until the earlier of 90 days after the Commencement Date
     or such earlier date as specified by Landlord, Tenant will permit Medtronic
     to pass through the Premises. Landlord will coordinate the times during
     which Medtronic may pass through the Premises.

                                    ARTICLE 9
                       COMPLIANCE WITH LAWS AND ORDINANCES

9.1  Compliance With Laws. Tenant shall, at its sole cost and expense throughout
     the Term, comply or cause compliance with any and all present and future
     laws, ordinances, orders, rules, regulations and requirements of all
     federal, state, municipal and other governmental bodies relating to
     Tenant's business operations in the Premises. Notwithstanding the
     foregoing, Tenant shall not be required to perform and, except in
     circumstances caused by Tenant's negligence or willful misconduct, Tenant
     shall not be required to pay for, structural changes or Capital
     Improvements in or to the Premises in order to comply with any law,
     ordinance, rule or regulation (collectively "Capital Compliance
     Obligations") unless the charges or expenditures are required as a result
     of any alterations or improvements performed by Tenant after the
     Commencement Date, and all such other Capital Compliance Obligations shall
     be performed by and paid for by Landlord.

                                   ARTICLE 10

                                 MECHANIC'S LIEN

10.1 Mechanic's Liens. Tenant shall not suffer or permit any mechanic's lien or
     other lien to be filed against the Premises, or any portion thereof, by
     reason of work, labor, skill, services, equipment or materials supplied or
     claimed to have been supplied to the Premises at the request of Tenant, or
     of anyone holding the Premises, or any portion thereof, by, through or
     under Tenant. If any such mechanic's lien or other lien at any time shall
     be filed against the Premises or any portion thereof, Tenant, within thirty
     (30) days after the date Tenant first becomes aware of the filing of the
     same, at Tenant's election, shall cause said lien either to be discharged
     of record or to be bonded over in a manner which is reasonably acceptable
     to Landlord and Landlord's mortgagee, if any, or to be insured over by
     Landlord's or Landlord's mortgagee's title insurer in a manner reasonably
     acceptable to Landlord and Landlord's mortgagee.

                                   ARTICLE 11
                                    DEFAULTS

11.1 Events of Default. The occurrence of any one or more of the following
     events shall constitute an "Event of Default":

     (a)  If default shall be made in the due and punctual payment of Rent or in
          the payment of any other amount to be paid by Tenant to Landlord, and
          such default shall continue for a period of ten (10) business days
          after receiving written notice thereof from Landlord of non-payment.
          Notwithstanding the foregoing, Landlord will not be obligated to give
          more than one notice under this subparagraph (a) during any period of
          12 consecutive months, such that an Event of Default will occur
          immediately upon Tenant's failure to timely pay any Rent, without
          notice, from and after the second occasion during any consecutive
          period of 12 months that Tenant is delinquent; or

     (b)  If default shall be made by Tenant in keeping, observing or performing
          any of the terms contained in this Lease, other than as referred to in
          subsections (a) and (c) of this Section 11.1, and such default shall
          continue for a period of thirty (30) days after written notice thereof
          is given by Landlord to Tenant. However, if a longer period is
          reasonably necessary to cure said default, an Event of Default will
          not be deemed to occur if Tenant commences the cure within thirty days
          after Landlord's written notice is given and proceeds with due
          diligence and in good faith to prosecute the curing of same, and in
          any event completes the cure within ninety (90) days after written
          notice is given; or

     (c)  Tenant shall: (i) make a general assignment for the benefit of
          creditors; or (ii) file a petition in bankruptcy, for reorganization
          or to effect a plan or other arrangement with creditors; or (iii) have
          a petition or application filed against it in bankruptcy or any
          similar proceeding, or have such a proceeding commenced against it,
          and such petition, application or proceeding shall remain undismissed
          for a period of sixty (60) days or more, or file an answer to such a
          petition or application, admitting the material allegations thereof;
          or (iv) apply to a court for the appointment of a receiver or
          custodian for any of its assets or properties, or have a receiver or
          custodian appointed for any of its assets or properties, with or
          without consent, and such receiver shall not be discharged within
          sixty (60) days after his appointment.


11.2 Landlord's Remedies. Upon the occurrence of any one or more of the
     aforesaid Events of Default by Tenant, Landlord may, at Landlord's option,
     without demand or notice (except as expressly required in this Article 11):

     (a)  Termination. Terminate this Lease by giving Tenant written notice of
          termination, in which event this Lease and the Term shall expire and
          terminate on the date specified in such notice of termination with the
          same force and effect as though the date so specified were the
          Expiration Date, and all rights of Tenant under this Lease and in and
          to the Premises shall expire and terminate, but the obligation of
          Tenant to pay and the right of Landlord to recover all Rent, including
          accrued Rent and all future Rent owed for what would have been the
          remaining Term of the Lease, together with the costs of collection,
          including reasonable attorneys fees and costs, will survive the
          termination of the Lease; or


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     (b)  Repossession. Without terminating this Lease, reenter and take
          possession of the Premises, or any part thereof, and repossess the
          same as Landlord's former estate, and expel Tenant and those claiming
          through or under Tenant and remove the effects of either or both
          without being deemed guilty of any manner of trespass and without
          prejudice to any remedies for arrears of Rent and preceding breaches
          of covenants. After reentering and repossessing the Premises without
          terminating this Lease, Landlord may, from time to time, without
          terminating this Lease, re-let the Premises or any part thereof on
          behalf of Tenant for such term or terms and at such rent or rents, and
          upon such other terms and conditions as Landlord may deem advisable in
          its sole discretion (including concessions, free rent and payment of
          commissions), with the right to make alterations and repairs to the
          Premises. Such repossession shall not relieve Tenant of its
          obligations and liability under this Lease, all of which shall survive
          such repossession. In the event of such repossession, Tenant shall pay
          to Landlord as Rent all Rent which would be payable hereunder if such
          repossession had not occurred, less the net proceeds, if any, of any
          re-letting of the Premises after deducting all of Landlord's expenses
          in connection with such reletting, including, but not limited to, all
          repossession costs, brokerage commissions, legal expenses, costs of
          alterations and expenses of preparation for re-letting. Tenant shall
          pay such Rent to Landlord on the days on which the Rent would have
          been payable hereunder if possession had not been retaken. Any damage
          or loss sustained by Landlord following Landlord's election to reenter
          and repossess the Premises without terminating this Lease may be
          recovered by Landlord, at such time and from time to time as Landlord
          determines; or

     (c)  Other Acts. Make any payment or perform such other act to the extent
          that Landlord may deem desirable. In that event, an Event of Default
          will continue to exist and all amounts paid by the Landlord and all
          expenses incurred, including reasonable attorneys fees and costs,
          together with interest thereon at the Prime Rate plus three %, will be
          Additional Rent that is immediately payable by Tenant to Landlord; or

     (d)  Remedies not Exclusive. Pursue such other remedies as are available at
          law or equity.

11.3 Re-entry is not Termination of Lease. Notwithstanding any provision of this
     Lease to the contrary, no re-entry, repossession, repairs, alterations or
     re-letting of the Premises by Landlord shall be construed as an eviction or
     ouster of Tenant or shall constitute an election by Landlord to terminate
     this Lease unless a written notice of such intention is given by Landlord
     to Tenant nor shall the same operate to release Tenant, in whole or in
     part, from any of Tenant's obligations hereunder, and Landlord may, at any
     time and from time to time, sue Tenant to recover judgment for any
     deficiencies from time to time remaining after the application from time to
     time of the proceeds of any re-letting.

11.4 Landlord Default.
     If Landlord fails to perform any of its obligations under this Lease,
     Tenant shall give written notice to Landlord (except in the event of an
     emergency, in which event reasonable notice will be necessary under the
     circumstances). If, within thirty (30) days after Tenant's written notice
     (or, in an emergency, such shorter period of time as may be reasonable
     under the circumstances), Landlord has not commenced to cure the default
     (or subsequently does not diligently pursue the cure), Landlord will be in
     default.

11.5 No Waiver. No failure by either party to insist upon the strict performance
     of any term of this Lease, or to exercise any right or remedy upon a breach
     by the other of this Lease, shall constitute a waiver of any breach or of
     any term. Efforts by either party to mitigate the damages caused by the
     other's breach of this Lease shall not be construed to be a waiver of the
     right to recover damages. Either party's waiver of any covenant, term or
     condition contained in this Lease (which waiver must be in writing) shall
     not be construed as a waiver of any subsequent breach by the other party of
     the same covenant, term or condition.

11.6 Consequential Damages. Landlord and Tenant hereby agree that neither
     Landlord nor Tenant shall have liability to the other party for
     consequential damages against the other party arising in any way out of
     this Lease.

                                   ARTICLE 12

                           DESTRUCTION AND RESTORATION

12.1 Notice of Damage. If the Premises, or any part thereof, shall be damaged by
     fire or other casualty, Tenant shall give immediate notice thereof to
     Landlord and this Lease shall continue in full force and effect except as
     hereinafter set forth.

12.2 Restoration. Except as otherwise expressly provided in this Article 12, if
     the Premises (or any portion thereof), is damaged or destroyed during the
     Term, Landlord shall diligently repair or restore the Premises as soon as
     reasonably possible to substantially the condition in which the Premises
     existed immediately prior to such damage or destruction. Landlord shall not
     be required to repair or restore any of Tenant's equipment, trade fixtures
     or other personal property which are damaged or destroyed by such casualty.
     In addition, Landlord shall not be required to repair or restore the
     Premises if it does not receive sufficient insurance proceeds to cover all
     of the repair or restoration costs (except for the amount of any
     commercially reasonable deductible), or if the repair or restoration is
     required as a result of the negligence or willful misconduct of the Tenant.

12.3 Abatement. Unless the casualty is caused by the negligence or willful
     misconduct of the Tenant, all Additional Rent due and payable hereunder
     shall equitably abate for the portion of the Premises which is not
     reasonably usable by Tenant for the conduct of its business for the period
     commencing with the date of such casualty until the date that Tenant is
     reasonably able to resume the conduct of its business in such portion of
     the Premises.

12.4 Termination Right. If the Premises is damaged or destroyed to the extent
     that an independent architect ("Architect") selected by Landlord determines
     that the Premises cannot be fully repaired or restored (subject to minor
     punchlist items) within one-hundred twenty (120) days after the casualty,
     said determination to be made within thirty (30) days after such casualty,
     either Landlord or Tenant may, by written notice to the other given within
     ten (10) business days after receipt of the Architect's determination,
     elect to terminate this Lease, whereupon this Lease, shall terminate as of
     the date of such casualty. However, Tenant will not be entitled to exercise
     such termination right if its negligence or willful misconduct caused the
     damage or destruction. If the right to terminate under this Section 12.4
     does not arise or Tenant or Landlord does not elect to terminate, this
     Lease shall remain in full force and effect and Landlord shall diligently
     repair and restore the damage or destruction as soon as reasonably
     possible. Landlord shall take all reasonable steps Tenant requests to phase
     the repair and restoration in a manner which permits Tenant to recommence
     operation at the Premises of various components of its business as early as
     possible. Notwithstanding the foregoing, Landlord has no obligation to
     perform any work outside of ordinary business hours or to make any repair
     or restoration to the extent that Landlord does not receive insurance
     proceeds for the same, subject to any commercially reasonable deductible
     amount.

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                                   ARTICLE 13

                                  CONDEMNATION

13.1 Taking. If the whole of the Premises shall be condemned by any governmental
     agency or political subdivision or sold to any governmental agency or
     political subdivision in lieu of condemnation, then this Lease shall expire
     on the date the Premises shall be so taken or the date of the sale in lieu
     of condemnation and the Additional Rent shall be abated as of that date.

13.2 Partial Taking. If a portion of the Premises shall be condemned by any
     governmental agency or political subdivision or sold to any governmental
     agency or political subdivision in lieu of condemnation and as a result
     Tenant cannot reasonably conduct its normal business operations in any
     material portion of the Premises, then Tenant may elect to terminate this
     Lease by written notice to Landlord within sixty (60) days after the taking
     and the Additional Rent shall be abated as of the date of the taking. If
     Tenant does not exercise its option herein contained or if the taking is
     not material, then this Lease shall remain in full force and effect, but
     with an equitable abatement of Additional Rent for the portion of the
     Premises so taken. In such event, Landlord shall restore the Premises for
     Tenant's use but only to the extent that Landlord receives a condemnation
     award, as allocated by Landlord to the rentable square feet of the
     Premises, to pay for all costs of restoration.

13.3 Award. No part of any award or proceeds of sale resulting from the taking
     of the whole or a portion of the Premises or a sale in lieu of condemnation
     shall belong to Tenant; provided, however, Tenant shall have the right to
     pursue such separate claim or claims as Tenant may have legally for the
     value of its leasehold improvements, relocation expenses, interruption of
     business and other items. Tenant hereby expressly waives any claim which it
     may have relating directly or indirectly to the leasehold estate created
     under this Lease.

                                   ARTICLE 14

                            ASSIGNMENT AND SUBLETTING

14.1 Permitted Transfers. Without Landlord's consent, Tenant may assign this
     Lease to, sublease all or any portion of the Premises to, or allow
     occupancy of all or any portion of the Premises by, any of the following
     (each, a "Permitted Transferee"): (i) any corporation, limited liability
     company, partnership, association, trust or other business entity which
     directly or indirectly controls, is controlled by or is under common
     control with Tenant; (ii) any successor corporation or other entity
     resulting from a merger or consolidation of Tenant or any Related Entity
     with any other entity or party; or (iii) any purchaser of all or
     substantially all of Tenant's or any Related Entity's assets. Tenant shall
     give Landlord written notice of any such assignment or sublease promptly
     following its occurrence, and any assignee shall assume in writing all of
     Tenant's obligations under this Lease arising after the transfer. Tenant
     shall nevertheless at all times remain fully responsible and liable for the
     payment of Rent and the performance and observance of all of Tenant's other
     obligations under this Lease. As used herein, the term "control" shall be
     deemed to mean direct or indirect ownership of not less than fifty percent
     (50%) of the voting stock of any corporation or fifty (50%) percent of the
     legal or equitable interests in any other business entity or the power to
     direct the management or policies of the entity. Except as expressly stated
     in this paragraph, Tenant may not assign, sublease or otherwise encumber
     its interest in the Lease or all or any portion of the Premises without the
     prior written consent of the Landlord, which will not be unreasonably
     withheld. ARTICLE 15

                  SUBORDINATION, NONDISTURBANCE AND ATTORNMENT

15.1 Subordination and Nondisturbance. This Lease is and shall be subject and
     subordinate to the lien of any mortgage, deed of trust, security instrument
     or other document of like nature, hereinafter referred to as "Mortgage",
     which now or at any time hereafter may be placed upon the Premises, or any
     portion thereof or interest therein, and to any replacements, renewals,
     amendments, modifications, extensions or refinancing of any of the
     foregoing; provided that the holder of the Mortgage ("Mortgagee") agrees in
     writing that so long as no Event of Default is continuing, neither Tenant's
     right to quiet enjoyment under this Lease, nor the right of Tenant to
     continue to occupy the Premises and all portions thereof, and to conduct
     its business thereon in accordance with the terms of this Lease, shall be
     interfered with or disturbed by Landlord or Mortgagee. Tenant agrees at any
     time hereafter, and from time to time within thirty (30) days after written
     request of Landlord, to execute and deliver to Landlord any instruments,
     releases or other documents which are consistent with the requirements of
     this Section 15.1 that reasonably may be required to effect or confirm the
     subordination or superiority of this Lease to the lien of any such Mortgage
     or to any such ground or underlying lease.

15.2 Attornment. If any Mortgagee shall succeed to the rights of Landlord under
     this Lease or to ownership of the Premises, whether through foreclosure or
     the delivery of a deed in lieu thereof, then upon the written request of
     such Mortgagee, and provided that such Mortgagee agrees in writing to
     assume and be bound by all of Landlord's obligations hereunder that arise
     after the Mortgagee succeeds to Landlord's interest, Tenant shall attorn to
     and recognize such Mortgagee as Tenant's landlord under this Lease, and
     shall execute within thirty (30) days after written notice, deliver any
     instrument that such Mortgagee may reasonably request to evidence such
     attornment.

                                   ARTICLE 16

                                LANDLORD'S ACCESS

16.1 Landlord's Right to Inspect. Tenant agrees to permit Landlord and its
     authorized representatives, at Landlord's sole cost and expense, to enter
     upon the Premises at reasonable times during ordinary business hours, upon
     not less than one business day prior verbal notice except in the case of an
     emergency, for the purpose of inspecting the same and making any necessary
     repairs or replacements, and showing the same to prospective purchasers,
     lenders and occupants.

16.2 Landlord Not to Materially Interfere with Tenant's Business. In exercising
     its rights hereunder, Landlord shall refrain from any acts which may
     materially interfere with Tenant's business operations at the Premises.
     Without limiting the generality of the foregoing, Landlord acknowledges
     that it is necessary for Tenant to control access to the Premises in order
     to avoid unauthorized persons from viewing Tenant's trade secrets,
     proprietary products, technology and/or processes. Accordingly, while
     within the Premises, Landlord and its representatives, at Tenant's option,
     shall be accompanied by a representative of Tenant and shall comply with
     reasonable directions of such representative relative to safety and to the
     protection of Tenant's trade secrets and other proprietary information.


                                       5
<PAGE>

                                   ARTICLE 17

                                    SURRENDER

17.1 Surrender. Upon the termination of this Lease, whether by forfeiture, lapse
     of time or otherwise, or upon termination of Tenant's right to possession
     of the Premises, Tenant will at once surrender and deliver up the Premises,
     to Landlord, in the condition existing as of the Commencement Date,
     reasonable wear and tear and damage by casualty (not caused by the
     negligence or willful misconduct of Tenant) and condemnation excepted.
     Tenant is not obligated to remove any of the improvements to the Premises
     that exist as of the Commencement Date of this Lease.

17.2 Removal of Tenant's Property. On or before the termination or expiration of
     this Lease, Tenant shall remove Tenant's personal property, trade fixtures
     and equipment and Tenant will repair any damage caused thereby.

                                   ARTICLE 18

                          HAZARDOUS AND TOXIC MATERIALS

18.1 Environmental Definitions. "Environmental Laws" - All present or future
     federal, state and municipal laws, ordinances, rules and regulations
     applicable to the environmental and ecological condition of the Premises,
     including, without limitation, the rules and regulations of the Federal
     Environmental Protection Agency and any other federal, state or municipal
     agency or governmental board or entity having jurisdiction over the
     Premises. "Hazardous Substances" - Those substances included within the
     definitions of "hazardous substances," "hazardous materials," "toxic
     substances," "solid waste" or "infectious waste" under Environmental Laws.

18.2 Existing Conditions. Landlord acknowledges that, prior to the Commencement
     of this Lease, Landlord has completed its due diligence associated with the
     purchase of the Building and has accepted the environmental condition of
     the Building, subject to the other provisions of this Article 18. Prior to
     the Commencement Date, Tenant has delivered to Landlord its material safety
     data sheets.

18.3 Compliance. Beginning with the Commencement of this Lease, Tenant and
     Landlord, at their own respective sole cost and expense, shall promptly
     comply with all Environmental Laws applicable, respectively, to Tenant's
     and Landlord's respective use, generation, storage and disposal of
     Hazardous Substances on or about the Premises and Building during the Term.

18.4 Notices, Affidavits, Etc. Tenant and Landlord shall promptly, after
     obtaining actual knowledge of same, notify each other of (i) any violation
     by Tenant or Landlord, their employees, agents, representatives, customers,
     invitees or contractors of the Environmental Laws on, under or about the
     Premises and the Building, or (ii) the presence or suspected presence of
     any Hazardous Substances on, under or about the Premises or Building in
     violation of applicable Environmental Laws and shall promptly deliver to
     each other any notice received by Tenant or Landlord relating to (i) and
     (ii) above from any source.

18.5 Landlord's Rights. Landlord and its agents shall have the right, but not
     the duty, upon no less than forty-eight (48) hours prior written notice to
     Tenant (except in the case of emergency when only such notice as may be
     reasonable under the circumstances shall be required) to inspect the
     Premises and conduct tests thereon to determine whether or the extent to
     which there has been a violation of Environmental Laws by Tenant during the
     Term or whether there are Hazardous Substances on, under or about the
     Premises in violation of applicable Environmental Laws. In exercising its
     rights herein, Landlord shall use reasonable efforts to minimize
     interference with Tenant's business.

18.6 Mutual Indemnification. Tenant and Landlord shall indemnify each other from
     any and all claims, losses, liabilities, costs, expenses and damages,
     including reasonable attorneys' fees, costs of testing and remediation
     costs, punitive damages, environmental response, removal and remedial
     action costs, clean-up costs, fines, penalties, reasonable expert fees,
     reasonable technical consulting fees and costs and expenses incurred in
     investigating and defending against the assertion of any such matters,
     incurred in connection with any breach by Tenant or Landlord of their
     obligations under this Article 18, which occur during the Term. Landlord
     has no obligation to indemnify Tenant for any matter that existed or
     accrues prior to the Commencement Date. Tenant has delivered to Landlord
     its Material Safety Data Sheets and Permits and Landlord consents to the
     substances and amounts in these documents. The covenants and obligations
     under this Article 18 shall survive the expiration or earlier termination
     of this Lease.

                                   ARTICLE 19
                                 INDEMNIFICATION

19.1 Tenant's Indemnity. Tenant shall defend, indemnify, hold and save Landlord
     harmless from and against any and all loss, cost, liability or damage
     (including reasonable attorneys' fees and court costs) arising during the
     Term by reason of personal injury or property damage occurring (i) outside
     of the Premises but elsewhere in or about the Building if caused by the
     negligence or willful misconduct of Tenant, its officers, agents,
     employees, contractors and/or invitees, and (ii) at the Premises, except to
     the extent arising from the willful misconduct or negligence of Landlord,
     or Landlord's officers, agents, employees, contractors and/or invitees in
     connection with the Premises.

19.2 Landlord's Indemnity. Landlord shall defend, indemnify, hold and save
     Tenant harmless from and against any and all loss, costs, liability or
     damage (including reasonable attorneys' fees or court costs) in connection
     with the Premises, to the extent arising out of the willful misconduct or
     negligence of Landlord, or Landlord's officers, agents, employees,
     contractors and/or invitees.



                                       6
<PAGE>

                                   ARTICLE 20

                            MISCELLANEOUS PROVISIONS

20.1 Notices. All notices, demands and requests which may be or are required to
     be given, demanded or requested by either party to the other shall be in
     writing. All notices, demands and requests shall be sent by United States
     registered or certified mail, postage prepaid, or by commercial overnight
     delivery service or other personal service (with evidence of receipt),
     addressed as follows:

to Tenant:                 OraLabs, Inc.
                           18501A E. Plaza Drive
                           Parker, CO  80134


to Landlord:               18501 East Plaza Drive, LLC
                           c/o Gary H. Schlatter
                           4904 South Elizabeth Circle
                           Englewood, Colorado 80110

     or at such other place as Landlord or Tenant may designate by notice given
     pursuant to this Section. Notices, demands and requests which shall be
     served upon Landlord by Tenant, or upon Tenant by Landlord, by mail in the
     manner aforesaid, shall be deemed to be sufficiently served or given for
     all purposes hereunder upon receipt thereof (or upon the refusal to accept
     receipt thereof), and notices served by overnight delivery service shall be
     deemed served or given on the next business day after delivery to such
     service.

20.2 Quiet Enjoyment. Landlord covenants and agrees that Tenant, upon paying the
     Additional Rent, and upon observing and keeping the covenants, agreements
     and conditions of this Lease on its part to be kept, observed and
     performed, shall lawfully and quietly hold, occupy and enjoy the Premises
     (subject to the provisions of this Lease) during the Term without hindrance
     or molestation by Landlord or by any person or persons claiming under
     Landlord.

20.3 Estoppel Certificate. Tenant and Landlord, each without charge at any time
     and from time to time, within thirty (30) days after written request by the
     other party, shall certify by written instrument, duly executed,
     acknowledged and delivered to any Mortgagee, assignee of a Mortgagee,
     proposed Mortgagee, or to any purchaser or proposed purchaser or transferee
     of the Landlord, Tenant or the Premises or any interest therein:

     (a)  That this Lease is unmodified and in full force and effect (or, if
          there have been modifications, that the same is in full force and
          effect, as modified, and stating the modifications);

     (b)  The dates to which the Additional Rent and other sums have been paid
          in advance; and

     (c)  To the actual knowledge of the certifying party, whether or not there
          are then existing any breaches or defaults by the certifying party or
          by the other party and known by the certifying party under any of the
          covenants, conditions, provisions, terms or agreements of this Lease,
          and specifying such breach or default, if any, or any set-offs or
          defenses against the enforcement of any covenant, condition,
          provision, term or agreement of this Lease upon the part of Landlord
          or Tenant, as the case may be, to be performed or complied with (and,
          if so, specifying the same and the steps being taken to remedy the
          same).

20.4 Invalid Provisions; Governing Law. If any covenant, condition, provision,
     term or agreement of this Lease shall, to any extent, be held invalid or
     unenforceable, the remaining covenants, conditions, provisions, terms and
     agreements of this Lease shall not be affected thereby, but each covenant,
     condition, provision, term or agreement of this Lease shall be valid and in
     force to the fullest extent permitted by law. This Lease shall be construed
     and be enforceable in accordance with the laws of the State of Colorado
     applicable to contracts made and to be fully performed therein.

20.5 Binding Effect. The covenants and agreements herein contained shall bind
     and inure to the benefit of Landlord and its successors and assigns, and
     Tenant and its successors and assigns.

20.6 Captions. The caption of each article of this Lease is for convenience and
     reference only and in no way defines, limits or describes the scope or
     intent of such article or of this Lease.

20.7 Relationship of Parties. This Lease does not create the relationship of
     principal and agent, or of partnership, joint venture, or of any
     association or relationship between Landlord and Tenant, the sole
     relationship between Landlord and Tenant being that of landlord and tenant.

20.8 Entire Agreement. All preliminary and contemporaneous negotiations are
     merged into and incorporated in this Lease. This Lease (and all exhibits
     and addenda hereto) contains the entire agreement between the parties and
     shall not be modified or amended in any manner except by an instrument in
     writing executed by the parties hereto.

20.9 Time of the Essence. Time is of the essence of this Lease, and all
     provisions herein relating thereto shall be strictly construed.

20.10 No Broker. Each party represents and warrants to the other that it has not
      dealt with any broker in connection with this Lease and agrees to
      indemnify and hold the other party and its agents, officers, directors,
      shareholders, partners, members and employees harmless from all losses,
      damages, liabilities, claims, liens, costs and expenses, including,
      without limitation, attorneys' fees, arising from any claims or demands of
      any broker or brokers, salespersons or finders for any commission or fee
      alleged to be due such broker or brokers, salespersons or finders, based
      upon a breach of the foregoing representation.

20.11 Selection of Counsel. To the extent either party indemnifies and agrees to
      defend the other under the terms of this Lease, the indemnifying party
      shall have the right to select counsel to undertake such defense, which
      counsel shall be reasonably acceptable to the indemnified party.

20.12 Approvals. Subject to specific conditions as to consents and approvals
      provided for in other sections of this Lease, no consent or approval
      required under this Lease shall be unreasonably withheld, conditioned or
      delayed. Whenever in this Lease Landlord's approval and/or consent is
      required, such approval and/or consent shall be in writing.

20.13 Counterparts. This Lease may be executed in counterparts, each of which
      when taken together shall constitute one instrument.



                                       7
<PAGE>

20.14 Joint Negotiation. This Lease represents the product of the joint
      negotiation, preparation and agreement of and between the parties hereto
      and is not to be construed against one party or the other as the principal
      drafter.

20.15 Waiver. A waiver by Landlord or Tenant of any of the covenants, terms,
      conditions, agreements or undertakings of this Lease, or of any breach
      thereof will not be deemed a waiver of such covenant, term, condition,
      agreement or undertaking hereof, or of any subsequent breach hereof. The
      receipt by Landlord of Rent with knowledge of any default, Event of
      Default or the breach of any covenant of this Lease will not be deemed a
      waiver of such default, Event of Default or breach. No payment by Tenant
      or receipt by Landlord of a lesser amount than the Rent or other sums
      herein stipulated will be deemed to be other than on account of the
      earliest stipulated Rent or other sums, nor will any endorsement or
      statement on any check or any letter accompanying any check or payment of
      rent be deemed an accord and satisfaction, and Landlord may accept such
      check or payment without prejudice to Landlord's right to recover the
      balance of such Additional Rent or other sums or pursue any other remedy
      in this Lease provided.

20.16 Cumulative Remedies. Subject to the limitations specifically set forth in
      Section 20.17, no remedy herein or otherwise conferred upon or reserved to
      Landlord or Tenant shall be considered to exclude or suspend any other
      remedy, but the same shall be cumulative and shall be in addition to every
      other remedy given in this Lease, or now or hereafter existing at law or
      in equity or by statute.

20.17 Limitation of Liability. Tenant agrees to look solely to Landlord's estate
      and interest in the Premises for the satisfaction or collection of any
      judgment (or other judicial process) requiring the payment of money
      recovered against Landlord in the event of any liability by Landlord, and
      no other property or assets of Landlord or property or assets of
      Landlord's managers, members, agents, representatives or employees will be
      subject to levy, execution, attachment, or other enforcement procedure for
      the satisfaction of Tenant's remedies under or with respect to this Lease,
      the relationship of Landlord and Tenant hereunder, Tenant's use and
      occupancy of the Premises, or any other liability of Landlord to Tenant.

20.18 Waiver of Trial by Jury. To the extent permitted by applicable law,
      Landlord and Tenant hereby waive trial by jury in any action, proceeding
      or counterclaim brought by either against the other in any matter
      whatsoever arising out of or in any way connected with this Lease.

20.19 Force Majeure. Landlord and Tenant shall each be excused for the period of
      any delay in the performance of any of their respective obligations
      hereunder (other than the obligations of the Tenant to pay any Rent due
      hereunder) when such delay is occasioned by causes beyond such parties
      respective reasonable control, including but not limited to work
      stoppages, boycotts, slowdowns or strikes; shortages of materials,
      equipment, labor or energy; unusually inclement weather conditions; or
      acts or omissions of governmental or political bodies.

20.20 Interest and Late Payments. If any payment of Rent to Landlord remains
      unpaid for a period of five days after it is due, interest will accrue
      thereon from the original due date until paid, at a rate equal to the
      Prime Rate plus 3% per annum. The "Prime Rate" means the prime rate of
      interest charged by Key Bank as it may change from time to time, and may
      not necessarily be the lowest rate of interest charged by such financial
      institution. In addition, if any payment of Rent to Landlord remains
      unpaid for a period of 15 days after its due date, Tenant will pay to
      Landlord a late payment in an amount equal to the greater of 5% of the
      delinquent amount, or $500.00. Tenant agrees that such late payment is to
      compensate Landlord for the additional administrative charges and burdens
      placed upon Landlord as a result of the late payment and does not
      represent a penalty. Notwithstanding any provision of this Lease to the
      contrary, in no event will Tenant be obligated to pay to Landlord, as
      interest and late payments, an amount that would be considered to exceed
      the highest interest rate that may be charged under Colorado law.

20.21 Attorneys Fees In the event of litigation under this Lease, the prevailing
      party will be paid its reasonable attorneys fees and costs incurred
      therewith, by the other party.

20.22 Holdover. If Tenant retains possession of the Premises or any part thereof
      after the expiration or earlier termination of the Lease, then in addition
      to any remedy that is otherwise available to Landlord, Tenant will pay to
      Landlord for each month or portion thereof that it remains in possession,
      an amount equal to twice the monthly amount of Base Rent payable for the
      final full calendar month of the Lease, plus all Additional Rent. In
      addition thereto, Tenant will pay the Landlord for all actual
      out-of-pocket damages, consequential as well as direct, sustained by
      reason of Tenant's retention of possession. In such circumstances, Tenant
      will be a tenant at sufferance and Tenant's occupancy will otherwise be
      upon all other terms of the Lease. Nothing in this paragraph will be
      construed as Landlord's permission for Tenant to retain possession of any
      portion of the Premises beyond the expiration or earlier termination of
      the Lease, and Landlord will not be deemed to have approved any such
      retention of possession unless expressly stated by Landlord in a separate
      written instrument executed by Landlord.

20.23 Signs. Tenant may at its expense install a sign, subject to the approval
      of Landlord which will not be reasonably withheld and subject to
      applicable governmental regulations. Any such sign installed by Tenant
      will be removed by Tenant at its expense prior to the expiration or
      earlier termination of the Lease.

20.24 Intentionally Left Blank.

20.25 Extension of Term. Not later than 18 months prior to the expiration of the
      Term, Tenant may give written notice to Landlord that it wishes to extend
      the Term for an additional one-year period. Within 45 days after receipt
      of the notice, Landlord will advise Tenant if, in the exercise of its sole
      discretion, it agrees to extend the Term. If Landlord agrees to do so, the
      expiration date of the Lease will be extended by one year and all
      provisions of the Lease will remain in full force and effect, including
      without limitation the amount of monthly Base Rent, except that there will
      be no further extensions of the Lease beyond the one-year extension and
      Landlord will not provide Tenant with any additional tenant improvement
      allowance. If Landlord does not agree in writing within the 45-day period
      to the requested extension of the Term, the expiration date of the Lease
      will remain the same. If Tenant fails to give written notice to Landlord
      under this paragraph by the deadline specified in the first sentence of
      this paragraph, Tenant has no further right to request an extension of the
      Term under the provisions hereof.

20.26 Parking. Tenant has the license to use that proportion of the number of
      parking spaces serving the Building equal to a fraction, the numerator of
      which is the number of rentable square feet in the Building for which
      Tenant is paying Base Rent, and the denominator of which is the number of
      rentable square feet in the entire Building. Landlord has the right to
      implement any parking program that it desires, provided that Tenant will
      not be charged for its use of any of the parking spaces allocated to
      Tenant and provided further that the number of parking spaces allocated to
      Tenant will not decrease below the number specified in the first sentence
      of this paragraph. Tenant agrees to comply with the requirements of any
     such parking program implemented by Landlord.

20.27 Elevator Access. To the extent that Tenant desires to or is required to
      provide access on the elevator for any of its employees or visitors for
      reasons relating to accessibility, Landlord will arrange for access to the
      elevator promptly upon request and as may be required by the Americans
      With Disabilities Act or other similar laws.

20.28 Security System. Tenant will be permitted to use the existing security
      system in the Building at the Tenant's expense.



                                       8
<PAGE>

IN WITNESS WHEREOF, each of the parties has caused this Lease to be duly
executed as of the day and year first above written.



                                TENANT:
                                ORALABS, INC., a Colorado corporation
                                By: /s/ Michael I. Friess
                                    ---------------------
                                    Michael I. Friess, Authorized Director


                                LANDLORD:
                                18501 EAST PLAZA DRIVE, LLC,
                                a Colorado limited liability company
                                By /s/ Gary H. Schlatter
                                   ---------------------
                                     Gary H. Schlatter, Sole Member



                                       9