ORALABS HOLDING CORP.
                                 1997 STOCK PLAN


     1. Purposes of the Plan. The purposes of this Stock Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional  incentive to Employees and Consultants of the Company and
its  Parent  and/or  Subsidiaries  (if any) and to  promote  the  success of the
Company's  business.  Options  granted  under  the Plan may be  incentive  stock
options  (as  defined  under  Section  422 of the  Code) or  nonstatutory  stock
options,  as determined by the  Administrator  at the time of grant of an option
and subject to the applicable provisions of Section 422 of the Code, as amended,
and the regulations  promulgated  thereunder.  Stock purchase rights may also be
granted under the Plan.

     2. Definitions. As used herein, the following definitions shall apply:

          a.  "Administrator"  means  the  Board  or any of  its  Committees  or
subcommittees thereof appointed pursuant to Section 4 of the Plan.

          b. "Board" means the Board of Directors of the Company.

          c. "Code" means the Internal Revenue Code of 1986, as amended.

          d.  "Committee"  means the  Committee  (or any  subcommittee  thereof)
appointed by the Board of Directors in accordance  with paragraph (a) of Section
4 of the Plan.

          e. "Common Stock" means the Common Stock of the Company.

          f. "Company" means OraLabs Holding Corp., a Colorado corporation.

          g. "Consultant" means any person, including an advisor, who is engaged
by the Company or any Parent or  Subsidiary to render  consultative  or advisory
services and is compensated  for such services,  and any director of the Company
whether  compensated  for such services or not provided that if and in the event
the Company  registers any class of any equity security pursuant to the Exchange
Act, the term  Consultant  shall  thereafter  not include  directors who are not
compensated for their services or are paid only a director's fee by the Company.

          h.  "Continuous  Status  as an  Employee"  means  the  absence  of any
interruption of service or termination of the employment  relationship  with the
Company (or its Parent or Subsidiary,  if any). Continuous Status as an Employee
shall not be considered  interrupted in the case of: sick leave,  military leave
or any other leave of absence  approved by the Board in the exercise of its sole
discretion,  provided  that such  leave is for a period of not more than  ninety
(90) days,  unless  reemployment upon the expiration of such leave is guaranteed
by contract or statute,  or unless provided otherwise pursuant to Company policy
adopted from time to time; or in the case of transfers  between locations of the
Company or between the Company, its Parent or Subsidiaries, or its successor.

          i.  "Employee"  means any person,  including  officers and  directors,
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of a  director's  fee by the  Company  shall  not be  sufficient  to  constitute
"employment" by the Company.

          j.  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

                                       -1-

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          k. "Fair  Market  Value"  means,  as of any date,  the value of Common
Stock determined as follows:

                    (i) If the Common Stock is listed on any  established  stock
               exchange or a national market system including without limitation
               the  National  Market  System  of  the  National  Association  of
               Securities Dealers,  Inc. Automated Quotation  ("NASDAQ") System,
               its Fair Market  Value shall be the closing  sales price for such
               stock (or the closing bid, if no sales were  reported,  as quoted
               on such system or exchange for the last market  trading day prior
               to the time of  determination)  as  reported  in the Wall  Street
               Journal or such other source as the Administrator deems reliable;

                    (ii) If the Common Stock is quoted on the NASDAQ System (but
               not on the National Market System thereof) or regularly quoted by
               a  recognized  securities  dealer  but  selling  prices  are  not
               reported,  its Fair Market  Value  shall be the mean  between the
               high and low asked prices for the Common Stock; or

                    (iii) In the absence of an established market for the Common
               Stock,  the Fair Market Value thereof shall be determined in good
               faith by the Board.

          l. "Incentive  Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

          m. "Nonstatutory Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.

          n. "Option" means a stock option granted pursuant to the Plan.

          o. "Optioned Stock" means the Common Stock subject to an Option.

          p. "Optionee" means an Employee or Consultant who receives an Option.

          q.  "Parent"  means a "parent  corporation",  whether now or hereafter
existing, as defined in Section 424 (e) of the Code.

          r. "Plan" means this 1997 Stock Plan, as amended from time to time.

          s. Intentionally Left Blank.

          t.  "Share"  means  a  share  of the  Common  Stock,  as  adjusted  in
accordance with Section 13 of the Plan.

          u. Intentionally Left Blank.

          v.  "Subsidiary"  means a  "subsidiary  corporation",  whether  now or
hereafter existing, as defined in Section 424(f) of the Code.

     3. Stock  Subject to the Plan.  Subject to the  provisions of Section 13 of
the Plan,  the number of Shares that may be issued  pursuant to Options  granted
under the Plan shall not exceed in the aggregate 500,000 Shares.  The Shares may
be authorized,  but unissued,  or reacquired  Common Stock.  If an Option should


                                       -2-

<PAGE>


expire or become  unexercisable  for any reason without having been exercised in
full, the unpurchased  Shares which were subject thereto shall,  unless the Plan
shall have been terminated, become available for future grant under the Plan.

     4. Administration of the Plan.

          a. Procedure.

                    (i)  Administration  With Respect to Directors and Officers.
               With  respect  to grants of  Options  to  Employees  who are also
               officers  or  directors  of  the  Company,   the  Plan  shall  be
               administered by the Board or a Committee or subcommittee  thereof
               designated  by the Board to grant  Options under the Plan without
               further approval by the Board. The Administrator  shall take such
               actions  and/or be comprised of such  individuals so as to be, at
               the time of making a grant of Options,  in  compliance  with Rule
               16b-3 promulgated under the Exchange Act or any successor thereto
               ("Rule  16b-3")  with  respect  to a  plan  intended  to  qualify
               thereunder  for the  maximum  exemption  from  Section  16 of the
               Exchange Act with respect to Plan transactions.

                    (ii) Multiple  Administrative  Bodies.  If permitted by Rule
               16b-3,  the Plan may be  administered  by  different  bodies with
               respect to directors,  nondirector officers and Employees who are
               neither directors nor officers.

                    (iii)  Administration  with Respect to Consultants and Other
               Employees.  With  respect to grants of Options  to  Employees  or
               Consultants  who  are  neither  directors  nor  officers  of  the
               Company, the Plan shall be administered by (A) the Board or (B) a
               Committee  (or  subcommittee  thereof)  designated  by the Board,
               which  Committee or  subcommittee  shall be constituted in such a
               manner as to  satisfy  any  legal  requirements  relating  to the
               administration   (i)  of   Incentive   Stock   Option  plans  (if
               applicable),  if any, (ii) of governing  corporate and securities
               laws,  and  (iii)  of the  Code  (the  "Applicable  Laws").  Once
               appointed,   such  Committee  shall  continue  to  serve  in  its
               designated  capacity until otherwise  directed by the Board or of
               the  Committee.  From time to time the Board may, with respect to
               any  Committee  or  subcommittee,  increase  the size and appoint
               additional  members  thereof,  remove  members  (with or  without
               cause) and  appoint new members in  substitution  therefor,  fill
               vacancies,   however  caused,  and  remove  all  members  of  the
               Committee  (and  any   subcommittee)   and  thereafter   directly
               administer  the  Plan,  all  to  the  extent   permitted  by  the
               Applicable Laws.

          b. Powers of the Administrator.  Subject to the provisions of the Plan
and in the case of a Committee or subcommittee, the specific duties delegated by
the Board to such Committee or subcommittee,  the  Administrator  shall have the
authority, in its discretion:

                    (i) to determine  the Fair Market Value of the Common Stock,
               in accordance with Section 2(k) of the Plan:

                    (ii) to select the  officers,  Consultants  and Employees to
               whom Options may from time to time be granted hereunder;

                    (iii) to determine  whether or to what extent Options or any
               combination thereof, are granted hereunder;


                                       -3-

<PAGE>



                    (iv) to determine the number of shares of Common Stock to be
               covered by each such award granted hereunder;

                    (v) to approve forms of agreement for use under the Plan;

                    (vi) to determine the terms and conditions, not inconsistent
               with the  terms  of the  Plan,  of any  award  granted  hereunder
               (including,   but  not   limited  to  the  share  price  and  any
               restriction or limitation,  based in each case on such factors as
               the Administrator shall determine in its sole discretion);

                    (vii) Intentionally Left Blank; and

                    (viii) to make any other such determinations with respect to
               awards under the Plan as it shall be deemed appropriate.

          c. Effect of Administrator's  Decision. All decisions,  determinations
and  interpretations  of the  Administrator  shall be final and  binding  on all
Optionees and any other holders of any Options.

     5. Eligibility for Options.

          a.  Nonstatutory  Stock  Options  may  be  granted  to  Employees  and
Consultants.  Incentive  Stock  Options  may be granted  only to  Employees.  An
Employee or  Consultant  who has been  granted an Option may, if he is otherwise
eligible, be granted an additional Option or Options.

          b. Each Option shall be designated in the written option  agreement as
either an  Incentive  Stock  Option or a  Nonstatutory  Stock  Option.  However,
notwithstanding such designations,  to the extent that the aggregate Fair Market
Value of the Shares with respect to which Options  designated as Incentive Stock
Options are  exercisable  for the first time by any Optionee during any calendar
year  (under  all plans of the  Company  or any  Parent or  Subsidiary)  exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options.

          c. For purposes of Section  5(b),  Incentive  Stock  Options  shall be
taken into account in the order in which they were granted,  and the Fair Market
Value of the Shares shall be  determined  as of the time the Option with respect
to such Shares is granted.

          d. The Plan shall not confer upon any  Optionee any right with respect
to continuation of any employment or consulting  relationship  with the Company,
nor  shall it  interfere  in any way with his  right or the  Company's  right to
terminate his employment or consulting relationship at any time, with or without
cause.

     6. Term of Plan. The Plan shall become  effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the stockholders of
the Company as described in Section 19 of the Plan. It shall  continue in effect
for a term of ten (10) years unless  sooner  terminated  under Section 15 of the
Plan.

     7. Term of Option.  The term of each Option shall be the term stated in the
Option  Agreement;  provided,  however,  that the term shall be no more than ten
(10) years from the date of grant thereof.  However, in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is granted, owns
stock  representing  more  than ten  percent  (10%) of the  voting  power of all
classes of stock of the  Company or any  Parent or  Subsidiary,  the term of the
Option  shall be five (5) years from the date of grant  thereof or such  shorter
term as may be provided in the Option Agreement.

                                       -4-

<PAGE>



     8. Option Exercise Price and Consideration.

          a. The per share exercise  price for the Shares to be issued  pursuant
to exercise of an Option shall be such price as is determined by the Board,  but
shall be subject to the following:

                    (i) in the case of an Incentive Stock Option

                         (a)  granted  to an  Employee  who,  at the time of the
                    grant  of  such   Incentive   Stock   Option,   owns   stock
                    representing more than ten percent (10%) of the voting power
                    of all  classes  of stock of the  Company  or any  Parent or
                    Subsidiary,  the per Share  exercise  price shall be no less
                    than One hundred ten percent (110%) of the Fair Market Value
                    per Share on the date of grant.

                         (b)  granted to any  Employee,  the per Share  exercise
                    price  shall be no less than 100% of the Fair  Market  Value
                    per Share on the date of grant.

                    (ii) In the case of a Nonstatutory Stock Option

                         (a) granted to any person, the per Share exercise price
                    shall be no less than Eighty-five  percent (85%) of the Fair
                    Market Value per Share on the date of grant.

          b. The  consideration  to be paid for the  Shares  to be  issued  upon
exercise of an Option,  including the method of payment,  shall be determined by
the  Administrator  (and,  in the case of an Incentive  Stock  Option,  shall be
determined  at the time of grant) and may  consist  entirely  of (i) cash,  (ii)
check, (iii) other Shares which (x) in the case of Shares acquired upon exercise
of an Option either have been owned by the Optionee for more than six (6) months
on the date of surrender or were not acquired,  directly or indirectly, from the
Company,  and (y) have a Fair Market Value on the date of surrender equal to the
aggregate  exercise  price  of the  Shares  as to  which  said  Option  shall be
exercised, (iv) authorization for the Company to retain from the total number of
Shares as to which the Option is  exercised,  that  number of Shares  whose Fair
Market  Value on the date of exercise  equals the total  exercise  price for the
Options  being  exercised,  (v) any  combination  of the  foregoing  methods  of
payment, or (vi) such other consideration and method of payment for the issuance
of Shares as  determined by the  Administrator,  to the extent  permitted  under
Applicable Laws.

     9. Exercise of Option.

          a. Procedure for Exercise;  Rights as a Stockholder.  Any Option shall
be  exercisable  at such times and under such  conditions  as  determined by the
Administrator,  including  the  allotment  of any number of Options in  periodic
installments  (which  may,  but need not,  be equal) and  including  performance
criteria  with  respect  to the  Company  and/or the  Optionee,  and as shall be
permitted  under the terms of the Plan.  An Option  may not be  exercised  for a
fraction of a Share.

          An Option shall be deemed to be exercised  when written notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the Option is exercised  has been  received by the
Company.  Full payment may, as authorized by the  Administrator,  consist of any
consideration  and method of payment  allowable  under Section 8(b) of the Plan.
Until the issuance (as  evidenced by the  appropriate  entry on the books of the
Company or of a duly  authorized  transfer  agent of the  Company)  of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any


                                       -5-

<PAGE>


other rights as a  stockholder  shall exist with respect to the Optioned  Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued)  such stock  certificate  promptly  upon  exercise of the Option.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the stock  certificate is issued.  Exercise of an Option in
any manner shall  result in a decrease in the number of Shares which  thereafter
may be  available,  both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.

          b.  Termination  of  Employment.  In the  event of  termination  of an
Optionee's consulting  relationship or Continuous Status as an Employee with the
Company (as the case may be),  such Optionee may, but only by the earlier of the
expiration  date of the term of the Option as set forth in the Option  Agreement
or the date that is ninety (90) days after the date of such  termination (or, in
the case of a Nonstatutory Stock Option,  such other period as is set out by the
Administrator in the Option Agreement, but in no event later than the expiration
date of the term of such Option as set forth in the Option Agreement),  exercise
the Option to the extent that  Optionee  was entitled to exercise it at the date
of such  termination.  To the extent that  Optionee was not entitled to exercise
the Option at the date of such  termination,  or if Optionee  does not  exercise
such  Option to the extent so entitled  within the time  specified  herein,  the
Option shall  terminate  and the Shares  covered by such Option shall revert and
again become available for issuance under the Plan.

     If the  Optionee  ceases to be an  employee,  officer  or  director  of, or
consultant to the Company as a result of dismissal by the Company for "cause" as
defined  herein,  all  Options  theretofore  granted  to such  Optionee  but not
theretofore exercised shall terminate  immediately upon such dismissal.  For the
purposes  of the Plan,  the term  "cause"  shall  mean:  (i) with  respect to an
Optionee  who  is a  party  to  a  written  agreement  with  or,  alternatively,
participates in a compensation  or benefit plan of the Company,  which agreement
or plan  contains  a  definition  of "for  cause" or  "cause"  (or words of like
import) for purposes of  termination  of  employment  thereunder by the Company,
"for  cause" or  "cause" as defined  in the most  recent of such  agreements  or
plans;  or (ii) in all other  cases,  as  determined  by the Board,  in its sole
discretion,  the wilful  commission  by the  Optionee of a criminal or other act
that causes or probably will cause substantial economic damage to the Company or
substantial injury to the business reputation of the Company,  the commission by
the Optionee of an act of fraud in the performance of such Optionee's  duties on
behalf of the Company,  the continuing  wilful failure of an Optionee to perform
the duties of such  Optionee to the Company  (other than such failure  resulting
from the Optionee's  incapacity due to physical or mental illness) after written
notice thereof  (specifying the particulars  thereof in reasonable detail) and a
reasonable  opportunity  to be heard  and cure  such  failure  are  given to the
Optionee  by the  Board  or the  order  of a  court  of  competent  jurisdiction
requiring the termination of the Optionee's  relationship with the Company.  For
purposes of the Plan, no act or failure to act on the  Optionee's  part shall be
considered  "wilful"  unless done or omitted to be done by the  Optionee  not in
good faith and without  reasonable belief that the Optionee's action or omission
was in the best interest of the Company.

          c. Disability of Optionee.  Notwithstanding  the provisions of Section
9(b) above, in the event of termination of an Optionee's Consulting relationship
or Continuous Status as an Employee as a result of his disability (as determined
by the Board in accordance with the policies of the Company),  Optionee may, but
only within six (6) months from the date of such  termination (or in the case of
a  Nonstatutory  Stock  Option,  such other  longer  period as is set out by the
Administrator in the Option Agreement, but in no event later than the expiration
date of the term of such Option as set forth in the Option Agreement),  exercise
the Option to the extent  otherwise  entitled to exercise it at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of  disability,  or if Optionee does not exercise such Option to the
extent so entitled within the time specified herein, the Option shall terminate.

          d. Death of Optionee.  In the event of the death of an  Optionee,  the
Option may be  exercised,  at any time within  twelve (12) months  following the
date of death  (but in no event  later than the  expiration  date of the term of
such Option as set forth in the Option  Agreement),  by the Optionee's estate or


                                       -6-

<PAGE>


by a person  who  acquired  the  right to  exercise  the  Option by  bequest  or
inheritance,  but only to the extent the  Optionee  was entitled to exercise the
Option at the date of death.  To the extent that  Optionee  was not  entitled to
exercise the Option at the date of death,  or if Optionee does not exercise such
Option to the extent so entitled  within the time specified  herein,  the Option
shall terminate.

          e. Rule 16b-3.  Options granted to persons subject to Section 16(b) of
the Exchange Act must comply with Rule 16b-3 and shall  contain such  additional
conditions  or  restrictions  as may be required  thereunder  to qualify for the
maximum  exemption  from  Section 16 of the  Exchange  Act with  respect to Plan
transactions.

     10.  Transferability  of Options.  An  Incentive  Stock Option shall not be
transferable except by will or by the laws of descent or distribution, and shall
be  exercisable  during the lifetime of the person to whom the Option is granted
only by such person.  A nonstatutory  stock option may be  transferrable  to the
extent  expressly  provided  in the Option  Agreement.  To the  extent  that the
transfer  constitutes  a bona  fide  gift or a  transfer  by will or the laws of
descent and  distribution,  such transfer  shall be permitted only to the extent
that such  disposition  is exempt  from the  operation  of Section  16(b) of the
Exchange  Act in  accordance  with  the  provisions  of Rule  16b-5  promulgated
thereunder or otherwise.

     11.  Cancellation  and Re-Grant of Options.  The Board or the Committee (or
its subcommittee)  shall have the authority to effect, at any time and from time
to time, (i) the repricing of any outstanding Options under the Plan and/or (ii)
with the consent of the affected  holders of Options,  the  cancellation  of any
outstanding Options under the Plan and the grant in substitution therefor of new
Options  under the Plan  covering  the same or  different  numbers  of shares of
stock,  but having an  exercise  price per share  determined  on the date of the
substituted grant.

     12.  Stock  Withholding  to Satisfy  Withholding  Tax  Obligations.  At the
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this  paragraph.  When an  Optionee  incurs  tax  liability  in
connection  with an Option,  which tax  liability is subject to tax  withholding
under  applicable  tax laws, and the Optionee is obligated to pay the Company an
amount  required to be withheld  under  applicable  tax laws,  the  Optionee may
satisfy the withholding tax obligation by electing to have the Company  withhold
from the Shares to be issued upon exercise of the Option,  that number of Shares
having a Fair Market Value equal to the amount required to be withheld. The Fair
Market Value of the Shares to be withheld  shall be  determined on the date that
the amount of tax to be withheld is to be determined (the "Tax Date").

     All elections by an Optionee to have Shares withheld for this purpose shall
be made in  writing  in a form  acceptable  to the  Administrator  and  shall be
subject to the following restrictions:

          a. the election must be made on or prior to the applicable Tax Date;

          b. once made,  the election  shall be irrevocable as to the particular
Shares of the Option as to which the election is made;

          c. all elections shall be subject to the consent or disapproval of the
Administrator;

          d. if the Optionee is subject to Rule 16b-3,  the election must comply
with the  applicable  provisions  of Rule  16b-3  and shall be  subject  to such
additional  conditions or restrictions as may be required  thereunder to qualify
for the maximum  exemption  from  Section 16 of the Exchange Act with respect to
Plan transactions.


                                       -7-

<PAGE>



          In the  event  the  election  to have  Shares  withheld  is made by an
Optionee  and the Tax Date is deferred  under  Section 83 of the Code because no
election is filed under  Section 83(b) of the Code,  the Optionee  shall receive
the full number of Shares with respect to which the Option is exercised but such
Optionee  shall be  unconditionally  obligated to tender back to the Company the
proper number of Shares on the Tax Date.

     13. Adjustments Upon Changes in Capitalization or Merger.

          a. Subject to any required action by the  stockholders of the Company,
the number of shares of Common Stock covered by each outstanding Option, and the
number of shares of Common Stock which have been  authorized  for issuance under
the Plan but as to which no  Options  have yet been  granted  or which have been
returned to the Plan upon  cancellation  or expiration of an Option,  as well as
the price per Share of Common  Stock  covered by each such  outstanding  Option,
shall be proportionately  adjusted for any increase or decrease in the number of
issued Shares of Common Stock resulting from a stock split, reverse stock split,
stock  dividend,  combination or  reclassification  of the Common Stock,  or any
other  increase  or  decrease  in the  number of issued  shares of Common  Stock
effected without receipt of consideration by Company;  provided,  however,  that
conversion of any  convertible  securities of the Company shall not be deemed to
have been "effected without receipt of consideration."  Such adjustment shall be
made by the Board, whose  determination in that respect shall be final,  binding
and conclusive.  Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities  convertible into shares of stock
of any class,  shall affect,  and no adjustment by reason  thereof shall be made
with  respect  to, the number or price of shares of Common  Stock  subject to an
Option.

          b. In the event of (1) a  dissolution,  liquidation  or sale of all or
substantially all of the assets of the Company; (2) a merger or consolidation in
which the  Company is not the  surviving  corporation;  (3) a reverse  merger in
which the Company is the surviving  corporation  but the shares of the Company's
common  stock  outstanding  immediately  preceding  the merger are  converted by
virtue of the merger  into other  property,  whether in the form of  securities,
cash or otherwise; and (4) the acquisition by any person, entity or group within
the meaning of Section  13(d) or 14(d) of the  Exchange  Act, or any  comparable
successor  provisions  (excluding  any employee  benefit plan, or related trust,
sponsored or  maintained  by the Company or any affiliate of the Company) or the
beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  under the
Exchange  Act,  or  comparable  successor  rule) of  securities  of the  Company
representing  at least fifty percent (50%) of the combined voting power entitled
to vote in the election of directors then either: (i) any surviving  corporation
or acquiring  corporation shall assume any Options outstanding under the Plan or
shall  substitute  similar  options  (including  an  award to  acquire  the same
consideration  paid to the  shareholders  in the  transaction  described in this
subsection  13(a))  for those  outstanding  under the Plan;  or in the event the
successor  corporation  does not agree to assume  the  Option or  substitute  an
equivalent  Option,  the Board shall notify Optionees at least fifteen (15) days
prior to such proposed  action,  and to the extent the Option is not  exercised,
the Option will terminate immediately prior to the consummation of such proposed
action.

     14. Time of Granting Options.  The date of grant of an Option shall for all
purposes be the date on which the Administrator makes the determination granting
such Option,  or such other date as is  determined by the Board.  However,  such
grant  shall not be  effective  until the  Optionee  executes  a written  Option
Agreement  with respect to such  Option.  Notice of the  determination  shall be
given to each Employee or  Consultant  to whom an Option is so granted  within a
reasonable time after the date of such grant.

     15. Amendment and Termination of the Plan.

          a. Amendment and Termination.  The Board may at any time amend, alter,
suspend or  discontinue  the Plan, but no amendment,  alteration,  suspension or
discontinuation  shall be made which  would  impair  the rights of any  Optionee



                                       -8-

<PAGE>


under any grant theretofore made,  without his or her consent.  However,  to the
extent  that  shareholder  approval  is  necessary  for the Plan to satisfy  the
requirements of Section 422 of the Code, Rule 16b-3, or any other applicable law
or regulation,  including the  requirements of the NASD or an established  stock
exchange,  such amendment shall not be effective until  shareholder  approval is
obtained. The Board may in its sole discretion submit any other amendment to the
Plan for shareholder approval.

          b.  Effect  of  Amendment  or  Termination.   Any  such  amendment  or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan has not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

     16. Conditions Upon Issuance of Shares.  Shares will not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including,  without limitations,  the Securities Act of 1933,
as amended, the Exchange Act, the rules and regulations  promulgated thereunder,
and the  requirements  of any stock  exchange  upon which the Shares may then be
listed,  and shall be further subject to the approval of counsel for the Company
with respect to such compliance.

     As a condition  to the  exercise of an Option,  the Company may require the
person  exercising  such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  Shares  if, in the  opinion of
counsel  for  the  Company,  such a  representation  is  required  by any of the
aforementioned relevant provisions of law.

     The Company shall not be liable for damages due to delay in the delivery or
issuance of any stock certificate for any reason whatsoever,  including, but not
limited to, a delay caused by listing requirements of any securities exchange or
any registration  requirements under the Securities Act of 1933, as amended, the
1934 Act,  or under any other  state or federal  law,  rule or  regulation.  The
Company is under no  obligation to take any action or incur any expense in order
to  register or qualify the  delivery  or  transfer of Shares  under  applicable
securities  laws  or  to  perfect  any  exemption  from  such   registration  or
qualification.  Furthermore,  the Company will not be liable to any Optionee for
failure  to  deliver  or  transfer  Shares  if such  failure  is based  upon the
provisions of this paragraph.

     17. Reservation of Shares. The Company,  during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     The inability of the Company to obtain  authority from any regulatory  body
having  jurisdiction,  which authority is deemed by the Company's  counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the  Company of any  liability  in respect of the  failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

     18.  Agreements.  Options shall be evidenced by written  agreements in such
form as the Board shall approve from time to time.

     19.  Stockholder  Approval.  Continuance  of the Plan  shall be  subject to
approval by the  stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such stockholder approval shall be obtained
in the degree and manner required under applicable state and federal law.



                                       -9-

<PAGE>



                              ORALABS HOLDING CORP.
                                 1997 STOCK PLAN

                          NOTICE OF STOCK OPTION GRANT
                          ----------------------------


     You have been granted an option,  consisting of the Stock Option  Agreement
attached hereto as Exhibit A and the Notice of Stock Option Grant (together, the
"Option") to purchase  Common Stock of ORALABS  HOLDING CORP. (the "Company") as
follows:

Date of Grant
                                    --------------------------------------------

Vesting Date                        Commencing                     , 1998
                                    --------------------------------------------

Exercise Price Per Share            $
                                    --------------------------------------------

Total Number of Shares Granted
                                    --------------------------------------------

Total Price of Shares Granted       $
                                    --------------------------------------------

Type of Option                               Incentive/Nonincentive Stock Option
                                    ---------

Term/Expiration  Date                       years/              , [199  ][200  ]
                                    --------------------------------------------

Exercise Schedule:
------------------

     This Option may be exercised,  in whole or in part, in accordance  with the
Vesting Schedule set out below.

     Vesting Schedule
     ----------------

       Date of Vesting                                     Number of Shares
       ---------------                                     ----------------

       First Annual Anniversary of Vesting
       Date (_______________)                              __0% (_______ Shares)

       Second Annual Anniversary of Vesting
       Date (_______________)                              __0% (_______ Shares)

       Third Annual Anniversary of Vesting
       Date (_______________)                              __0% (_______ Shares)






<PAGE>



        Fourth Annual Anniversary of Vesting
        Date (_______________)                             __0% (_______ Shares)

        Fifth Annual Anniversary of Vesting
        Date (_______________)                             __0% (_______ Shares)

     Termination Period:
     -------------------

     Options  may be  exercised  for  ninety  (90)  days  after  termination  of
employment or consulting  relationship  except as set out in Sections 7 and 8 of
the Stock Option  Agreement  (but in no event later than the  Expiration  Date).
Exercise of this Option  shall be on a form of Exercise  Notice  provided by the
Company.

     OPTIONEE  ACKNOWLEDGES  AND AGREES THAT THE  VESTING OF SHARES  PURSUANT TO
THIS OPTION IS EARNED ONLY BY CONTINUING  CONSULTANCY  OR EMPLOYMENT AT THE WILL
OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING  SHARES  HEREUNDER).  OPTIONEE  FURTHER  ACKNOWLEDGES  AND AGREES THAT
NOTHING  IN THIS  AGREEMENT,  NOR IN THE  COMPANY'S  1997  STOCK  PLAN  WHICH IS
INCORPORATED  HEREIN BY  REFERENCE,  SHALL  CONFER UPON  OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION  OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY,  NOR SHALL
IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE  COMPANY'S  RIGHT TO TERMINATE HIS
EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

     Consideration:
     --------------

     The following kinds of consideration may be tendered and applied toward all
or a portion  of the  Exercise  Price in  accordance  with  Section  3(c) of the
attached Stock Option Agreement:  cash, check, other shares of the Company,  and
such other  consideration as accepted by the  Administrator  and consistent with
the treatment of the options as incentive stock options.

     Exceptions to Transferability Restrictions: _______________.

     Optionee acknowledges receipt of a copy of the Plan and certain information
related  to it and  represents  that he or she is  familiar  with the  terms and
provisions of the Plan and this Option.  Optionee accepts this Option subject to
all such terms and provisions. Optionee has reviewed the Plan and this Option in
their entirety,  has had an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of the Option.




                                        2

<PAGE>


     By your signature and the signature of the Company's  representative below,
you and the Company  agree that this Option is granted under and governed by the
terms and conditions of the 1997 STOCK PLAN and the Stock Option Agreement,  all
of which are attached  and made a part of this  document.  You also  acknowledge
receipt of the Stock  Option  Manual  dated  August 22,  1997 and the  Company's
_________________ for the periods ended _______________________.

OPTIONEE:                                 ORALABS HOLDING CORP., a
                                            Colorado corporation


________________________________          By:__________________________________
Signature

________________________________          Title:_______________________________
Print Name



                                        3
<PAGE>




                              ORALABS HOLDING CORP.
                                 1997 STOCK PLAN

                    EXHIBIT A TO NOTICE OF STOCK OPTION GRANT

                             STOCK OPTION AGREEMENT
                             ----------------------


     1. Grant of Option.  ORALABS  HOLDING  CORP., a Colorado  corporation  (the
"Company"),  hereby grants to the Optionee (the "Optionee")  named in the Notice
of Grant, an option (the "Option") to purchase a number of Shares,  as set forth
in the Notice of Grant,  at the exercise price per share set forth in the Notice
of  Grant  (the  "Exercise  Price"),   subject  to  the  terms,  conditions  and
definitions of the 1997 Stock Plan (the "Plan") adopted by the Company, which is
incorporated  herein by reference.  In the event of a conflict between the terms
and  conditions  of the  Plan  and the  terms  and  conditions  of  this  Option
Agreement,  the terms and conditions of the Plan shall prevail. Unless otherwise
defined  herein,  the terms  defined  in the Plan  shall  have the same  defined
meanings in this Option Agreement.

     If  designated in the Notice of Grant as an Incentive  Stock  Option,  this
Option is intended to qualify as an Incentive  Stock Option under Section 422 of
the Code.

     2. Exercise of Option.

          (a) Right to Exercise.  This Option is exercisable  during its term in
accordance  with the  Vesting  Schedule  set out in the  Notice of Grant and the
applicable  provisions  of the Plan and this Option  Agreement.  In the event of
Optionee's death,  Disability or other  termination of Optionee's  employment or
consulting  relationship,  the  exercisability  of the Option is governed by the
applicable provisions of the Plan and this Option Agreement.

          (b) Method of Exercise.  This Option is  exercisable by delivery of an
exercise  notice,  in the form provided by the Company (the "Exercise  Notice"),
which shall state the election to exercise  the Option,  the number of Shares in
respect of which the Option is being  exercised (the  "Exercised  Shares"),  and
such other  representations  and agreements as to the holder's investment intent
with respect to the Exercised  Shares as may be required by the Company pursuant
to the  provisions  of the  Plan.  The  Exercise  Notice  shall be signed by the
Optionee and shall be delivered in person or by certified  mail to the Secretary
of the Company.  The  Exercise  Notice  shall be  accompanied  by payment of the
aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed
to be  exercised  upon  receipt by the Company of such fully  executed  Exercise
Notice accompanied by such aggregate Exercise Price.

     No Shares shall be issued  pursuant to the  exercise of this Option  unless
such issuance and exercise complies with all relevant  provisions of law and the
requirements  of any stock  exchange  upon  which the  Shares  are then  listed.


                                        1

<PAGE>


Assuming such compliance,  for income tax purposes the Exercised Shares shall be
considered  transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.

     3. Method of Payment.  Payment of the aggregate  Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:

          (a) cash; or

          (b) check; or

          (c) such other consideration as is indicated on the Notice of Grant.

     4. Optionee's Representations. In the event the Shares purchasable pursuant
to the exercise of this Option have not been registered under the Securities Act
of 1933, as amended,  at the time this Option is exercised,  Optionee  shall, if
required by the Company, concurrently with the exercise of all or any portion of
this Option, deliver to the Company his Investment  Representation  Statement in
the form attached hereto as Exhibit B.

     5.  Restrictions  on Exercise.  This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the
issuance  of such  Shares  upon  such  exercise  or the  method  of  payment  of
consideration  for such shares would  constitute  a violation of any  applicable
federal or state  securities or other law or  regulation.  As a condition to the
exercise  of  this  Option,  the  Company  may  require  Optionee  to  make  any
representation  and warranty to the Company as may be required by any applicable
law or regulation.

     6. Termination of  Relationship.  In the event of termination of Optionee's
consulting  relationship or Continuous  Status as an Employee,  Optionee may, to
the  extent  otherwise  so  entitled  at  the  date  of  such  termination  (the
"Termination Date"),  exercise this Option during the Termination Period set out
in the Notice of Grant. To the extent that Optionee was not entitled to exercise
this Option at the date of such  termination,  or if Optionee  does not exercise
this Option within the time specified herein, the Option shall terminate.

     7.  Disability  of Optionee.  Notwithstanding  the  provisions of Section 6
above,  in the  event of  termination  of  Optionee's  Continuous  Status  as an
Employee as a result of  disability  (as  determined  by the Board in accordance
with the policies of the Company),  Optionee may, but only within six (6) months
from the date of termination of employment  (but in no event later than the date
of  expiration  of the term of this  Option as set forth in  Section  10 below),
exercise  the Option to the extent  otherwise  so  entitled  at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of termination, or if Optionee does not exercise such Option (to the
extent otherwise so entitled) within the time specified herein, the Option shall
terminate.


                                        2

<PAGE>



     8. Death of Optionee. In the event of the death of Optionee, the Option may
be exercised at any time within  twelve (12) months  following the date of death
(but in no event later than the date of expiration of the term of this Option as
set forth in Section 10 below), by Optionee's estate or by a person who acquired
the right to  exercise  the Option by bequest  or  inheritance,  but only to the
extent the Optionee could exercise the Option at the date of death.

     9. Non-Transferability of Option. Except as provided in the Notice of Stock
Option Grant, this Option may not be transferred in any manner otherwise than by
will or by the laws or descent or distribution  and may be exercised  during the
lifetime of Optionee only by him. The terms of this Option shall be binding upon
the executors, administrators, heirs, successors and assigns of the Optionee.

     10. Term of Option.  This Option may be exercised  only within the term set
out in the  Notice  of  Grant,  and may be  exercised  during  such term only in
accordance  with the Plan and the terms of this Option.  The limitations set out
in Section 7 of the Plan regarding Option terms and Options granted to more than
ten percent (10%) shareholders shall apply to this Option.

     11. Tax Consequences. Some of the federal tax consequences relating to this
Option,  as of the date of this  Option,  are set forth  below.  THIS SUMMARY IS
NECESSARILY   INCOMPLETE,   DOES  NOT  INCLUDE  ANY   DISCUSSION  OF  STATE  TAX
CONSEQUENCES,  IF ANY, AND THE TAX LAWS AND  REGULATIONS  ARE SUBJECT TO CHANGE.
THE  OPTIONEE  SHOULD  CONSULT A TAX ADVISOR  BEFORE  EXERCISING  THIS OPTION OR
DISPOSING OF THE SHARES.

          (a) Exercising the Option.

               (i)  Nonqualified  Stock Option ("NSO").  If this Option does not
qualify as an ISO the Optionee may incur  regular  federal  income tax liability
upon  exercise.  The Optionee  will be treated as having  received  compensation
income  (taxable at ordinary  income tax rates) equal to the excess,  if any, of
the fair market value of the Exercised Shares on the date of exercise over their
aggregate  Exercise Price.  If the Optionee is an employee,  the Company will be
required to withhold from his or her  compensation  or collect from Optionee and
pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.

               (ii) Incentive Stock Option ("ISO").  If this Option qualifies as
an ISO, the Optionee will have no regular  federal income tax liability upon its
exercise, although the excess, if any, of the fair market value of the Exercised
Shares on the date of  exercise  over  their  aggregate  Exercise  Price will be
treated as an adjustment to the alternative minimum tax for federal tax purposes
and may subject the Optionee to alternative minimum tax in the year of exercise.


                                        3

<PAGE>


          (b) Disposition of Shares.

               (i) NSO. If the Optionee  holds NSO Shares for at least one year,
any gain  realized on  disposition  of the Shares  will be treated as  long-term
capital gain for federal income tax purposes.

               (ii) ISO. If the Optionee  holds ISO Shares for at least one year
after  exercise  AND two years  after  the  grant  date,  any gain  realized  on
disposition of the Shares will be treated as long-term  capital gain for federal
income tax  purposes.  If the  Optionee  disposes of ISO Shares  within one year
after  exercise  or two years after the grant  date,  any gain  realized on such
disposition  will be treated as compensation  income (taxable at ordinary income
rates) to the extent of the  excess,  if any,  of the  LESSER OF the  difference
between the FAIR MARKET VALUE OF THE SHARES ACQUIRED ON THE DATE OF EXERCISE and
the aggregate  Exercise Price, or the difference  between the SALE PRICE of such
Shares and the aggregate Exercise Price.

          (c) Notice of Disqualifying Disposition of ISO Shares. If the Optionee
sells or otherwise  disposes of any of the Shares acquired pursuant to an ISO on
or before the later of the date two years after the grant date,  or the date one
year after the exercise date, the Optionee shall immediately  notify the Company
in  writing  of such  disposition.  The  Optionee  agrees  that he or she may be
subject to income tax  withholding  by the  Company on the  compensation  income
recognized  from such early  disposition of ISO Shares by payment in cash or out
of the current earnings paid to the Optionee.







                                        4
<PAGE>



                              ORALABS HOLDING CORP.
                                 1997 STOCK PLAN


                        EXERCISE NOTICE FOR VESTED SHARES
                        ---------------------------------



OraLabs Holding Corp.
Gary Schlatter, President
2901 South Tejon Street
Englewood, CO  80110

Attention:  Secretary

     1.      Exercise     of     Option.      Effective     as     of     today,
_______________________________,  the undersigned  ("Optionee") hereby elects to
exercise  Optionee's  option to  purchase  _______________  shares of the Common
Stock (the "Shares") of OraLabs Holding Corp. (the "Company") under and pursuant
to the Company's  1997 Stock Plan,  as amended (the  "Plan"),  and the Notice of
Grant  and  [  ]  Incentive  [  ]  Nonqualified  Stock  Option  Agreement  dated
____________________________ (together, the "Option").

     2.  Representations  of Optionee.  Optionee (the  undersigned) has read the
Company's stock option manual. Optionee acknowledges that Optionee has received,
read and understood the Plan and the Option Agreement and agrees to abide by and
be bound by their terms and  conditions.  Optionee  represents  that Optionee is
purchasing  the Shares for  Optionee's own account for investment and not with a
view to, or for sale in connection with, a distribution of any of such Shares.

     3.  Compliance  with  Securities  Laws;  Federal  Restrictions on Transfer.
Optionee has read and executed the Investment  Representation Statement attached
as  Exhibit  B to the  Notice  of  Grant.  Optionee  represents  that  he or she
understands the matters set forth in the Investment Representation Statement and
that  he or she is  purchasing  the  Shares  subject  to  the  restrictions  and
limitations set forth in that document.

     4.  Right of First  Refusal.  Before  any Shares  held by  Optionee  or any
transferee  (either being  sometimes  referred to herein as the "Holder") may be
sold or otherwise transferred  (including transfer by gift or operation of law),
the Company or its  assignee(s)  shall have a right of first refusal to purchase
the Shares on the terms and  conditions set forth in this section (the "Right of
First   Refusal").   However,   the  other   provisions  of  this   paragraph  4
notwithstanding,  the  Right  of First  Refusal  shall  terminate,  and be of no
further  force and effect  upon (i) a merger of the  Company or  transaction  in
which over 80% of the voting power of the Company is  transferred  and following
which the  shareholders of the Company have less than 20% of the voting power or
the resulting or combined entity and shall not apply with respect to shares sold


                                        1

<PAGE>


in such  offering or  acquisition,  or (ii) the existence of a Public Market for
the class of shares  subject to the Right of First  Refusal.  A "Public  Market"
shall be deemed to exist if (x) such  stock is listed on a  national  securities
exchange (as that term is used in the Exchange  Act) or (y) such stock is traded
on the  over-the-counter  market  and prices  therefor  are  published  daily on
business days in a recognized financial journal.

          (a)  Notice of  Proposed  Transfer.  The  Holder of the  Shares  shall
deliver  to the  Company a written  notice  (the  "Sale  Notice")  stating:  the
Holder's bona fide intention to sell or otherwise transfer such Shares; the name
of each proposed  purchaser or other  transferee  ("Proposed  Transferee");  the
number of Shares to be  transferred  to each Proposed  Transferee;  and the bona
fide cash price or other consideration for which the Holder proposes to transfer
the Shares (the "Offered  Price"),  and the Holder shall offer the Shares at the
Offered Price to the Company or its assignee(s).

          (b) Bona Fide Transfer. Within ten (10) days after receipt of the Sale
Notice,  the  Company  shall  determine  the bona fide  nature  of the  proposed
voluntary  transfer  and give  the  Optionee  written  notice  of the  Company's
determination.  If the  proposed  transfer  is deemed not to be bona  fide,  the
Optionee  shall be  responsible  for  providing  additional  information  to the
Company to show the bona fide nature of the proposed transfer. The Company shall
have the right to demand further  assurances  from the Optionee and the Proposed
Transferee  (in a form  satisfactory  to the Company) that the Sale Notice fully
and  accurately  sets  forth  all of the terms and  conditions  of the  proposed
transfer,  including,  without limitation,  assurance that the Sale Notice fully
and accurately sets forth the  consideration  actually to be paid for the Shares
and all transactions, directly or indirectly, between the parties which may have
affected the price the Proposed Transferee was willing to pay for the Shares.

          (c) Exercise of Right of First  Refusal by Company.  In the event that
the  proposed  transfer  is deemed  to be bona  fide,  the  Company  and/or  its
assignee(s) may, by giving written notice to the Holder,  elect to purchase all,
but not less than all, of the Shares  proposed to be  transferred  to any one or
more of the Proposed Transferees, at the purchase price determined in accordance
with  subsection (d) below.  Such written notice may be given within thirty (30)
days after receipt of the Sale Notice.

          (d) Purchase  Price.  The purchase  price  ("Purchase  Price") for the
Shares  purchased by the Company or its assignee(s)  under this section shall be
the Offered Price. If the Offered Price includes  consideration other than cash,
the cash equivalent value of the non-cash  consideration  shall be determined by
the Board of Directors of the Company in good faith.

          (e)  Payment.  Payment of the  Purchase  Price  shall be made,  at the
option of the Company or its assignee(s), by cancellation of all or a portion of
any  outstanding  indebtedness  of the Holder to the Company (or, in the case of
repurchase  by an assignee,  to the  assignee),  or by any  combination  thereof
within sixty (60) days after  receipt of the Sale  Notice,  in the manner and at
the times set forth in such notice.


                                        2

<PAGE>



          (f) Holder's Right to Transfer.  If all of the Shares  proposed in the
Notice to be transferred to a given Proposed Transferee are not purchased by the
Company and/or its assignee(s),  then the Holder may sell or otherwise  transfer
such Shares to that  Proposed  Transferee  at the  Offered  Price or at a higher
price,  provided  that such sale or other  transfer  is  consummated  within one
hundred twenty (120) days after the date of the Notice and provided further that
any such sale or other  transfer is effected in accordance  with any  applicable
securities  laws  and  the  Proposed  Transferee  agrees  in  writing  that  the
provisions of this section shall continue to apply to the Shares in the hands of
such  Proposed  Transferee.  If the  Shares  described  in the  Notice  are  not
transferred to the Proposed Transferee within such period, a new Notice shall be
given to the  Company,  and the  Company  and/or its  assignees  shall  again be
offered the Right of First  Refusal  before any Shares held by the Holder may be
sold or otherwise transferred.

          (g) Exception for Certain Family  Transfers.  Anything to the contrary
contained  in this  section  notwithstanding,  the transfer of any or all of the
Shares  during the  Optionee's  lifetime or on the  Optionee's  death by will or
intestacy to the Optionee's  immediate  family or a trust for the benefit of the
Optionee's immediate family shall be exempt from the provisions of this section.
"Immediate  Family" as used  herein  shall mean  spouse,  lineal  descendant  or
antecedent,  father,  mother, brother or sister. In such case, the transferee or
other recipient shall receive and hold the Shares so transferred  subject to the
provisions  of this  section,  and there  shall be no further  transfer  of such
Shares except in accordance with the terms of this section.

          (h) Transfers Not Subject to the Right of First Refusal.  The Right of
First Refusal shall not apply to any transfer or exchange of the shares acquired
pursuant to the exercise of the Option if such transfer is in connection  with a
Change in  Capitalization,  as  described  in  Section  13 of the  Plan.  If the
consideration  received  pursuant to such transfer or exchange consists of stock
of a Parent or Subsidiary,  such consideration shall remain subject to the Right
of  First  Refusal  unless  the  provisions  of the  opening  paragraph  of this
paragraph 4 result in a termination of the Right of First Refusal.

          (i) Assignment of the Right of First  Refusal.  The Company shall have
the right to assign the Right of First  Refusal at any time,  whether or not the
Optionee has attempted a transfer,  to one or more persons as may be selected by
the Company.

     5.  Rights as  Shareholder.  Subject  to the terms and  conditions  of this
Agreement, Optionee shall have all of the rights of a shareholder of the Company
with  respect to the Shares from the time  specified in Section 9(a) of the Plan
until such time as Optionee  disposes  of the shares or the  Company  and/or its
assignee(s) exercises the Right of First Refusal hereunder.  Upon such exercise,
Optionee  shall  have no further  rights as a holder of the Shares so  purchased
except the right to receive  payment for the Shares so purchased  in  accordance
with the provisions of this  Agreement,  and Optionee shall  forthwith cause the
certificate(s)  evidencing  the Shares so  purchased  to be  surrendered  to the
Company for transfer or cancellation.


                                        3

<PAGE>



     6. Tax Consultation.  Optionee understands that Optionee may suffer adverse
tax  consequences  as a result of  Optionee's  purchase  or  disposition  of the
Shares. Optionee represents that Optionee has consulted with any tax consultants
Optionee deems  advisable in connection  with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice.

     7. Restrictive Legends and Stop-Transfer Orders.

          (a) Legends.  Optionee  understands  and agrees that the Company shall
cause the legends set forth below or legends  substantially  equivalent thereto,
to be placed upon any certificate(s) evidencing ownership of the Shares together
with any other legends that may be required by state or federal securities laws:

               THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT
               BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
               1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD
               OR   OTHERWISE   TRANSFERRED,    PLEDGED   OR
               HYPOTHECATED   UNLESS  AND  UNTIL  REGISTERED
               UNDER THE ACT OR, IN THE  OPINION  OF COUNSEL
               IN FORM  AND  SUBSTANCE  SATISFACTORY  TO THE
               ISSUER OF THESE SECURITIES,  SUCH OFFER, SALE
               OR TRANSFER,  PLEDGE OR  HYPOTHECATION  IS IN
               COMPLIANCE THEREWITH.

               THE SHARES  REPRESENTED  BY THIS  CERTIFICATE
               ARE  SUBJECT  TO  CERTAIN   RESTRICTIONS   ON
               TRANSFER AND RIGHT OF FIRST  REFUSAL  OPTIONS
               HELD BY THE ISSUER OR ITS  ASSIGNEE(S) AS SET
               FORTH  IN THE  EXERCISE  NOTICE  BETWEEN  THE
               ISSUER  AND  THE  ORIGINAL  HOLDER  OF  THESE
               SHARES,  A COPY OF WHICH MAY BE  OBTAINED  AT
               THE  PRINCIPAL  OFFICE  OF THE  ISSUER.  SUCH
               TRANSFER  RESTRICTIONS  AND  RIGHT  OF  FIRST
               REFUSAL ARE BINDING ON  TRANSFEREES  OF THESE
               SHARES.

          (b)  Stop-Transfer  Notices.  Optionee agrees that, in order to ensure
compliance  with the  restrictions  referred  to herein,  the  Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and that
if the Company transfers its own securities,  it may make appropriate  notations
to the same effect in its own records.

                                        4

<PAGE>



          (c)  Refusal to  Transfer.  The Company  shall not be required  (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the  provisions of this  Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay  dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

     8. Market Standoff  Agreement.  Optionee hereby agrees that if so requested
by the Company or any  representative of the underwriters in connection with any
registration  of the offering of any  securities  of the Company  under the 1933
Act,  Optionee  shall  not  sell or  otherwise  transfer  any  Shares  or  other
securities of the Company during the 180-day period following the effective date
of a registration  statement of the Company filed under the 1933 Act;  provided,
however,  that such  restriction  shall only apply to the first two registration
statements of the Company to become  effective  under the 1933 Act which include
securities to be sold on behalf of the Company to the public in an  underwritten
public  offering  under the 1933  Act.  The  Company  may  impose  stop-transfer
instructions  with respect to securities  subject to the foregoing  restrictions
until the end of such 180- day period.

     9.  Successors and Assigns.  The Company may assign any of its rights under
this Agreement to single or multiple  assignees,  and this Agreement shall inure
to the  benefit of the  successors  and assigns of the  Company.  Subject to the
restrictions on transfer herein set forth,  this Agreement shall be binding upon
Optionee  and  his or  her  heirs,  executors,  administrators,  successors  and
assigns.

     10.  Interpretation.  Any  dispute  regarding  the  interpretation  of this
Agreement  shall be  submitted  by Optionee or by the Company  forthwith  to the
Company's  Board of Directors  or the  committee  or  subcommittee  thereof that
administers  the Plan,  which  shall  review  such  dispute at its next  regular
meeting.  The  resolution  of such a dispute by the Board or committee  shall be
final and binding on the Company and on Optionee.

     11.  Governing Law;  Severability.  This Agreement shall be governed by and
construed in accordance  with the laws of the State of Colorado  excluding  that
body of law  pertaining  to  conflicts  of law.  Should  any  provision  of this
Agreement be  determined by a court of law to be illegal or  unenforceable,  the
other   provisions  shall   nevertheless   remain  effective  and  shall  remain
enforceable.

     12. Notices.  Any notice required or permitted  hereunder shall be given in
writing and shall be deemed  effectively  given upon  personal  delivery or upon
deposit in the United  States  mail by  certified  mail,  with  postage and fees
prepaid,  return receipt requested,  addressed to the other party at its address
as shown below beneath its signature, or to such other address as such party may
designate in writing from time to time to the other party.

     13.  Further  Instruments.  The  parties  agree  to  execute  such  further
instruments  and to take such further  action as may be reasonably  necessary to
carry out the purposes and intent of this Agreement.

                                        5

<PAGE>


     14. Delivery of Payment. Optionee herewith delivers to the Company the full
Exercise Price for the Shares.

     15. Entire  Agreement.  The Plan and Notice of  Grant/Option  Agreement are
incorporated  herein by reference.  This  Agreement,  the Plan and the Notice of
Grant/Option  Agreement  constitute  the entire  agreement  of the  parties  and
supersede in their entirety all prior undertakings and agreements of the Company
and Optionee with respect to the subject matter hereof.

Submitted by:

PURCHASER:                               ORALABS HOLDING CORP., a Colorado
                                           corporation


-------------------------------------    By:
(Signature)                                 ------------------------------------

                                         Its:
-------------------------------------        -----------------------------------
Address

-------------------------------------    ---------------------------------------
                                         Address

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










                                        6
<PAGE>



                              ORALABS HOLDING CORP.
                                 1997 STOCK PLAN

                          EXHIBIT B TO NOTICE OF GRANT

                       INVESTMENT REPRESENTATION STATEMENT
                       -----------------------------------


OPTIONEE:

COMPANY:       ORALABS HOLDING CORP.

SECURITY:      COMMON STOCK

AMOUNT:

DATE:


     In  connection  with  the  purchase  of the  above-listed  Securities,  the
undersigned Optionee represents to the Company the following:

          (a) Optionee is aware of the Company's  business affairs and financial
condition and has acquired sufficient  information about the Company to reach an
informed  and  knowledgeable  decision  to acquire the  securities.  Optionee is
acquiring  these  securities  for investment for Optionee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the  Securities  Act of 1933, as amended (the  "Securities
Act").

          (b)  Optionee   acknowledges   and  understands  that  the  securities
constitute  "restricted  securities"  under the Securities Act and have not been
registered  under the  Securities  Act in  reliance  upon a  specific  exemption
therefrom,  which  exemption  depends upon,  among other  things,  the bona fide
nature of Optionee's  investment intent as expressed herein. In this connection,
Optionee   understands  that,  in  the  view  of  the  Securities  and  Exchange
Commission,  the  statutory  basis  for such  exemption  may be  unavailable  if
Optionee's representation was predicated solely upon a present intention to hold
these  Securities  for the minimum  capital  gains  period  specified  under tax
statutes,  for a deferred  sale,  for or until an  increase  or  decrease in the
market price of the  Securities,  or for a period of one year or any other fixed
period in the future.  Optionee further  understands that the Securities must be
held indefinitely  unless they are subsequently  registered under the Securities
Act or an  exemption  from such  registration  is  available.  Optionee  further
acknowledges and understands that the Company is under no obligation to register
the  securities.  Optionee  understands  that  the  certificate  evidencing  the
securities  will be imprinted with a legend which  prohibits the transfer of the
Securities  unless they are registered or such  registration  is not required in
the opinion of counsel satisfactory to the Company and any other legend required
under applicable state securities laws.


                                        1

<PAGE>



          (c) Optionee is familiar with the provisions of Rule 701 and Rule 144,
each promulgated  under the Securities Act, which, in substance,  permit limited
public resale of "restricted  securities" acquired,  directly or indirectly from
the issuer  thereof,  in a non-public  offering  subject to the  satisfaction of
certain  conditions.  Rule 701 provides that if the issuer  qualifies under Rule
701 at the time of exercise of the Option by the Optionee, such exercise will be
exempt  from  registration  under the  Securities  Act. In the event the Company
later becomes  subject to the reporting  requirements  of Section 13 or 15(d) of
the Securities  Exchange Act of 1934, ninety (90) days thereafter the securities
exempt under Rule 701 may be resold,  subject to the  satisfaction of certain of
the conditions specified by Rule 144, including among other things: (1) the sale
being  made  through a broker in an  unsolicited  "broker's  transaction"  or in
transactions  directly  with a market  maker (as said term is defined  under the
Securities  Exchange  Act of 1934);  and, in the case of an  affiliate,  (2) the
availability of certain public information about the Company,  and the amount of
securities   being  sold  during  any  three  month  period  not  exceeding  the
limitations specified in Rule 144(e), if applicable.

          In the event that the Company  does not qualify  under Rule 701 at the
time of  exercise of the Option,  then the  securities  may be resold in certain
limited  circumstances  subject to the  provisions of Rule 144,  which  requires
among other  things:  (1) the resale  occurring not less than one year after the
party has purchased,  and made full payment for, within the meaning of Rule 144,
the  securities  to  be  sold;  and,  in  the  case  of  an  affiliate,  or of a
non-affiliate  who  has  held  the  securities  less  than  two  years,  (2) the
availability of certain public information about the Company, (3) the sale being
made  through  a  broker  in  an  unsolicited   "broker's   transaction"  or  in
transactions  directly  with a market  maker (as said term is defined  under the
Securities  Exchange Act of 1934),  and (4) the amount of securities  being sold
during any three month period not  exceeding the  specified  limitations  stated
therein, if applicable.

          (d)  Optionee  agrees,   in  connection  with  the  Company's  initial
underwritten public offering of the Company's securities,  (1) not to sell, make
short sale of, loan, grant any options for the purchase of, or otherwise dispose
of any shares of Common Stock of the Company held by Optionee  (other than those
shares  included in the  registration)  without the prior written consent of the
Company or the underwriters  managing such initial  underwritten public offering
of the Company's securities for one hundred eighty (180) days from the effective
date of such  registration,  and (2)  further  agrees to execute  any  agreement
reflecting (1) above as may be requested by the  underwriters at the time of the
public  offering;  provided,  however,  that the officers  and  directors of the
Company who own the stock of the Company also agree to such restrictions.

          (e)  Optionee  further  understands  that  in  the  event  all  of the
applicable requirements of Rule 701 or 144 are not satisfied, registration under
the Securities Act,  compliance  with  Regulation A, or some other  registration
exemption will be required;  and that,  notwithstanding  the fact that Rules 144
and 701 are not exclusive,  the Staff of the Securities and Exchange  Commission
has  expressed  its opinion  that persons  proposing  to sell private  placement
securities  other than in a registered  offering and otherwise  than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an


                                        2

<PAGE>


exemption from registration is available for such offers or sales, and that such
persons and their respective  brokers who participate in such transactions do so
at their own risk. Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.

          (f)  Optionee   understands   that  the  certificate   evidencing  the
Securities  will be imprinted with a legend which  prohibits the transfer of the
Securities in the manner contemplated by this Agreement.


                                       Signature of Optionee:





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

                                       Date:
                                            ------------------------------------













                                        3