EMPLOYMENT AGREEMENT


     This Employment  Agreement  ("Agreement") is effective January 1, 1997 (the
"Effective  Date") and is by and between Oralabs,  Inc., a Colorado  corporation
(the "Company" or the "Employer") and Sanford L. Schwartz (the "Employee").

     WHEREAS,  the Company desires to be assured of the association and services
of the Employee for the Company; and

     WHEREAS, Employee is willing and desires to be employed by the Company, and
the  Company is  willing  to employ  Employee,  upon the  terms,  covenants  and
conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals and of the
matters  described in this  Agreement,  the adequacy  and  sufficiency  of which
consideration is hereby acknowledged, the parties agree as follows:

     1.  Employment.  Effective as of the  Effective  Date,  the Company  hereby
employs  Employee  and  Employee  hereby  accepts  employment  with the Company,
subject to the terms and conditions hereinafter set forth.

     2.  Duties.  Employee  will  be  responsible  for  the  Company's  investor
relations department,  and will perform such functions and duties as the Company
may  specify or from time to time assign to  Employee  and which are  consistent
therewith. The Company will specify the location where Employee will perform his
duties,  and at all times  the  Employee's  performance  of his  duties  will be
subject  to the  direction  and  control  of the  Company  through  its Board of
Directors and such  executive  officers of the Company as the Board of Directors
shall  designate.  In the  absence of a  different  designation  by the Board of
Directors,  Employee acknowledges and agrees that his work will be supervised by
the President of the Company.

     3. Extent of Duties.  Employee  agrees to devote such time and attention to
the  business  of the  Company as may be  required  to fulfill the duties of his
position. Employee acknowledges and agrees that the amount of time and attention
which he shall be required  to devote may vary  widely  from time to time.  This
Agreement shall not be construed to preclude the Employee from engaging in other
business activities while he is an employee of the Company,  provided that he is
available to perform and does perform the services required of him as consistent
with this Agreement.

     4. Term of  Employment.  The term of this Agreement is for the one (1) year
period which expires on December 31, 1997.  This Agreement  shall  automatically
renew for successive  periods of one (1) year each unless and until either party
notifies the other of the  termination of this  Agreement,  which notice must be
given at least thirty (30) days prior to the expiration date of the then current
term. If such notice is given,  the Agreement shall terminate on the last day of
the then current one (1) year term.  This Agreement can be so terminated for any
reason or for no reason, in the exercise of the sole and arbitrary discretion of
Employer or Employee.




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     5.  Compensation.  (a) Employee's salary for services  performed under this
Agreement  shall be $8,000  per year,  payable by the  Company  in equal  weekly
installments of $153.84 each, and reduced by applicable  withholding of federal,
state and local taxes.

          (b) On or before  April  30,  1997,  the  Company  shall  issue to the
Employee, as additional compensation under this Agreement, 340,000 shares of the
restricted  common stock of the  Company,  which shall be deemed fully earned by
the Employee as of the date of issuance.  The issuance of stock pursuant to this
paragraph is intended to be a one time issuance, and regardless of the number of
additional  years during which the Agreement may remain in effect after December
31, 1997,  nothing in this Agreement  shall be construed to obligate the Company
to issue any  additional  shares of stock of the Company.  Rather,  for any year
after 1997 during which this Agreement is in effect,  the sole  compensation  of
the Employee shall be as specified in Section 5(a) of this  Agreement.  Delivery
of the  shares of the  common  stock of the  Company  shall not occur  until the
Employee  shall have paid to the Company the amount  required to be withheld for
withholding  taxes in respect  of such  delivery,  which  amount is agreed to be
$58,282.

          (c) The  compensation  described  in  Sections  5(a)  and 5(b) of this
Agreement  constitute  the sole  compensation  payable  to the  Employee  by the
Employer.  Employee shall have no right to  participate in benefits  provided to
any other  employees,  including  without  limitation  that the  Employee is not
entitled  to the  benefits  of  any  medical  insurance,  term  life  insurance,
retirement benefits,  profit sharing,  stock option plans or grants,  disability
insurance  or  similar  benefits  which the  Company  may  provide to any of its
employees.  Employee  shall not be entitled to  reimbursement  for any  expenses
incurred by Employee  unless the amount of such  expenses  has been  approved in
advance in writing by the Company.

     6. Trade Secrets.  Employee shall not at any time or in any manner,  either
directly or indirectly,  divulge, disclose or communicate to any person, firm or
entity in any  manner  whatsoever  any  non-public  information  concerning  any
matters affecting or relating to the business of the Employer. The provisions of
this Section shall survive the termination or expiration of this Agreement.

     7.  Inability to Bind.  Notwithstanding  anything in this  Agreement to the
contrary,  Employee  has no right  and  shall  not  have  the  right to make any
contracts or other  commitments  for or on behalf of the Employer  without first
obtaining the written consent of the Employer.

     8.  Separate  Counsel.  Employee  represents  that he has consulted his own
legal counsel to the extent deemed necessary by Employee,  and that such counsel
has advised him as to the effects of the terms and conditions of this Agreement.
Employee  specifically  acknowledges  that legal counsel to the Company does not
represent Employee in connection herewith.

     9. Miscellaneous.  This Agreement shall be construed in accordance with the
laws of the State of Colorado.  If it is  determined  that any provision of this
Agreement  is  invalid  or of no force and  effect,  this  shall not  impair the
remainder of the Agreement and all other  provisions  shall remain in full force
and effect.  The Agreement  contains the full and complete agreement between the
parties  concerning  the  employment  of  Employee,  and  supersedes  all  prior
statements,  agreements,  understandings and representations with respect to the
employment of Employee. This Agreement may only be modified by written amendment
signed by both parties.  All notices  required or permitted by this Agreement to


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be given shall be deemed  delivered upon personal  delivery to the party to whom
the notice is given or two (2) business days after such notice is deposited with
the United Stated Postal  Service,  postage  prepaid,  certified or  registered,
return  receipt  requested,  addressed  to the party being  given  notice at the
address set forth on the  signature  page of this  Agreement or as any party may
from  time to time  specify  in  writing  to the  other  party.  In the event of
litigation between the parties  concerning this Agreement,  the prevailing party
shall be entitled to reasonable  attorney's  fees and costs incurred in addition
to any other relief awarded by the court.


                                     COMPANY OR EMPLOYER:

                                     ORALABS, INC.


                                     By: /s/  Gary Schlatter
                                        ----------------------------------------
                                        Gary Schlatter, President
                                     2901 South Tejon Street
                                     Englewood, Colorado 80110

                                     EMPLOYEE:

                                     /s/  Sanford L. Schwartz
                                     -------------------------------------------
                                     Sanford L. Schwartz
                                     5353 Manhattan Circle, Suite 201
                                     Boulder, Colorado 80303


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                       TERMINATION OF EMPLOYMENT AGREEMENT

     By signatures below, OraLabs, Inc., a Colorado corporation (the "Employer")
and  Sanford L.  Schwartz  (the  "Employee")  hereby  agree that the  Employment
Agreement effective January 1, 1997 is terminated effective January 1, 1998, and
the  Employer  and the  Employee  agree  that  neither  party has any  remaining
obligations to the other  thereunder  except for any provisions in the Agreement
which by their terms are intended to survive the  termination  or  expiration of
the Agreement.

                                        EMPLOYER:

                                        ORALABS, INC., a Colorado corporation



                                        By: /s/  Gary Schlatter
                                           -------------------------------------
                                           Gary Schlatter, President


                                        EMPLOYEE:


                                        /s/  Sanford L. Schwartz
                                        ----------------------------------------
                                        Sanford L. Schwartz