Exhibit 10.5(ii)


                                 BUSINESS LEASE


     This lease,  dated July 1, 1998,  is between  2780 SOUTH  RARITAN,  LLC, as
Landlord, and ORALABS, INC., as Tenant.

     In  consideration  of the  payment of the rent and the  performance  of the
covenants  and  agreements  by the Tenant set forth  herein,  the Landlord  does
hereby lease to the Tenant the following  described premises situate in Arapahoe
County,  in the  State of  Colorado;  the  address  of which is 2780 S.  Raritan
Street, Englewood, Colorado.

     Said premises,  with all the  appurtenances,  are leased to the Tenant from
the date of July 1,  1998,  until the date of June 30,  2003 at and for a rental
for the full term of $495,000.00,  payable in monthly installments of $8,250.00,
(based  upon  $5.50 per square  foot per annum for the  premises  consisting  of
18,000 square feet) in advance, on the 1st day of each calendar month during the
term of this lease,  payable at 2901 S. Tejon St.,  Englewood,  Colorado  80110,
without notice.

THE TENANT, IN CONSIDERATION OF THE LEASING OF THE PREMISES AGREES AS FOLLOWS:

     1. To pay the rent for the premises above-described.
     2. To keep the improvements upon the premises, including sewer connections,
plumbing,  wiring and glass in good repair, all at Tenant's expense,  and at the
expiration  of this lease to  surrender  the  premises in as good a condition as
when the Tenant entered the premises,  loss by fire,  inevitable  accident,  and
ordinary  wear  excepted.  To keep all sidewalks on and around the premises free
and clear of ice and snow,  and to keep the entire  exterior  premises free from
all litter,  dirt, debris and obstructions;  to keep the premises in a clean and
sanitary condition as required by the ordinances of the city and county in which
the property is situate.
     3. To sublet no part of the  premises,  and not to assign  the lease or any
interest  therein  without the written  consent of the  Landlord,  which consent
shall not be unreasonably withheld.
     4. To use the premises only as  manufacturing  and warehouse and to use the
premises  for no  purposes  prohibited  by the laws of the United  States or the
State of  Colorado,  or of the  ordinances  of the  city or town in  which  said
premises are located,  and for no improper or questionable  purposes whatsoever,
and to  neither  permit nor suffer any  disorderly  conduct,  noise or  nuisance
having a tendency to annoy or disturb any persons occupying adjacent premises.

     5. To neither hold nor attempt to hold the  Landlord  liable for any injury
or  damage,  either  proximate  or  remote,  occurring  through or caused by the
repairs,  alterations,  injury or  accident on or to the  premises,  or adjacent
premises,  or other parts of the above premises not herein demised, or by reason
of the  negligence  or default of the owners or  occupants  thereof or any other
person,  nor to hold the Landlord liable for any injury or damage  occasioned by
defective  electric wiring,  or the breakage or stoppage of plumbing or sewerage
upon said  premises  or upon  adjacent  premises,  whether  breakage or stoppage
results from freezing or otherwise;  to neither permit nor suffer said premises,
or the  walls or floors  thereof,  to be  endangered  by  overloading,  nor said
premises to be used for any purpose  which would  render the  insurance  thereon
void or the  insurance  risk  more  hazardous,  nor make any  alterations  in or
changes in, upon,  or about said premises  without  first  obtaining the written
consent of the  Landlord  therefor,  but to permit the  Landlord to place a "For
Rent" sign upon the leased premises at any time after sixty (60) days before the
end of this lease.
     6. To allow the Landlord to enter upon the premises at any reasonable hour.

<PAGE>


IT IS EXPRESSLY UNDERSTOOD AND AGREED BETWEEN LANDLORD AND TENANT AS FOLLOWS:
     7. All  charges  for water and water  rents are to be paid by  Tenant.  All
charges for heating and lighting are to be paid by Tenant.  Janitorial  services
are to be paid by Tenant.  Tenant pays all  expenses.  Tenant pays all taxes and
all costs relating to ownership of the building.
     8. No assent,  express or implied,  to any breach of any one or more of the
agreements  hereof shall be deemed or taken to be a waiver of any  succeeding or
other breach.
     9. If,  after the  expiration  of this lease,  the Tenant  shall  remain in
possession of the premises and continue to pay rent without a written  agreement
as to such  possession,  then such tenancy shall be regarded as a month-to-month
tenancy, at a monthly rental, payable in advance, equivalent to the last month's
rent paid under this lease,  and subject to all the terms and conditions of this
lease.
     10.  If the  premises  are left  vacant  and any part of the rent  reserved
hereunder is not paid, then the Landlord may,  without being obligated to do so,
and without  terminating this lease,  retake possession of the said premises and
rent the same for such rent, and upon such  conditions as the Landlord may think
best, making such changes and repairs as may be required,  giving credit for the
amount of rent so received  less all expenses of such  changes and repairs,  and
the Tenant shall be liable for the balance of the rent herein reserved until the
expiration of the term of this lease.


     11. The Landlord acknowledges receipt of a deposit in the amount of $(none)
to be held by the  Landlord for the  faithful  performance  of all of the terms,
conditions  and  covenants of this lease.  The Landlord may apply the deposit to
cure any default  under the terms of this lease and shall  account to the Tenant
for the balance.  The Tenant may not apply the deposit  hereunder to the payment
of the rent reserved hereunder or the performance of other obligations.

     12. At the Landlord's  option, it shall be deemed a breach of this lease if
the  Tenant  defaults  (a) in the  payment  of the  rent or any  other  monetary
obligation  herein;  or (b) in the performance of any other term or condition of
this lease.  The  Landlord  may elect to cure such  default and any  expenses of
curing may be added to the rent and shall become immediately due and payable.
     In the event that the  Landlord  elects to declare a breach of this  lease,
the  Landlord  shall  have the right to give the Tenant  three (3) days  written
notice  requiring  payment  of the  rent  or  compliance  with  other  terms  or
provisions of the lease,  or delivery of the possession of the premises.  In the
event any default remains  uncorrected after three (3) days written notice,  the
Landlord,  at  Landlord's  option,  may declare the term  ended,  repossess  the
premises,  expel the Tenant and those  claiming  through or under the Tenant and
remove the effects of the Tenant, all without being deemed guilty in trespass or
of a forcible entry and detainer and without  prejudice to any other remedies to
which the  Landlord  may be  entitled.  If at any time this lease is  terminated
under this paragraph,  the Tenant agrees to peacefully surrender the premises to
the  Landlord  immediately  upon  termination,  and if  the  Tenant  remains  in
possession  of the  premises,  the  Tenant  shall be deemed  guilty of  unlawful
detention of the  premises.  The Landlord  shall be entitled to recover from the
Tenant all damages by reason of the Tenant's default,  including but not limited
to the cost to recover and repossess  the  premises,  the expenses of reletting,
necessary renovation and alteration  expenses,  commissions and the rent for the
balance of the term of this lease.
     13. In the event the  premises  shall  become  untenantable  on  account of
damage by fire, flood or act of God, this lease may be thereupon  terminated and
the rent apportioned to the date of the occurrence of such damage.
     14. In the event of any dispute  arising under the terms of this lease,  or
in the event of  non-payment  of any sums  arising  under  this lease and in the
event the matter is turned over to an  attorney,  the party  prevailing  in such
dispute  shall be entitled,  in addition to other  damages or costs,  to receive
reasonable attorneys' fees from the other party.

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<PAGE>

     15. In the event any  payment  required  hereunder  is not made within (10)
days after the payment is due, a late charge
in the amount of five  percent  (5%) of the payment  will be paid by the Tenant.
     16.  In the event of a  condemnation  or other  taking by any  governmental
agency, all proceeds shall be paid to the Landlord hereunder, the Tenant waiving
all right to any such payments.
     17. This lease is made with the express understanding and agreement that in
the event the Tenant  becomes  insolvent,  the  Landlord  may declare this lease
ended, and all rights of the Tenant hereunder shall terminate and cease.
     18. The Landlord and the Tenant further agree.

     SHOULD ANY PROVISION of this lease violate any federal,  state or local law
or ordinance,  that provision shall be deemed amended to so comply with such law
or ordinance, and shall be construed in a manner so as to comply.

     This lease shall be binding on the parties, their personal representatives,
successors and assigns.

     When used herein, the singular shall include the plural, and the use of any
gender shall apply to both genders.


                                              Attest:

                                              2780 SOUTH RARITAN, LLC


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

Attest:
        ----------------------------               -----------------------------


                                                    ORALABS, INC.


                                                    By: /s/ Allen Goldstone
                                                        ------------------------
                                                       Allen Goldstone, Director




                                    GUARANTEE

     For value  received  I hereby  guarantee  the  payment  of the rent and the
performance  of the covenants  and  agreements by the Tenant in the within lease
covenanted and agreed, in manner and form as in said lease provided.

Dated:
       --------------------------------


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                            ASSIGNMENT AND ACCEPTANCE

     For  value   received   __________________________________________________,
assignor,  hereby  assigns  all right,  title and  interest in and to the within
lease  unto   ____________________   ________________,   assignee,   the  heirs,
successors  and  assigns of the  assignee,  with the express  understanding  and
agreement that the said assignor shall be and remain liable for the full payment
of the rent reserved and the  performance  of all the  covenants and  agreements
made in said lease by the Tenant therein named, and will pay said rent and fully
perform said covenants and agreements in case said assignee shall fail so to do;
and in consideration  of this  assignment,  the said assignee hereby assumes and
agrees to make all the payments  and perform all the  covenants  and  agreements
contained in said lease, by the Tenant therein agreed to be made and performed.

Dated:
        -------------------------------

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

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<PAGE>


                              CONSENT OF ASSIGNMENT

     Consent    to    the     assignment     of    the    within     lease    to
____________________________________  ______________  is  hereby  given,  on the
express condition, however, that the assignor shall remain liable for the prompt
payment of the rent and  performance  of the covenants on the part of the Tenant
as herein mentioned, and that no further assignment of said lease or sub-letting
of the premises or any part thereof shall be made without further written assent
first had thereto.

Dated:
      ---------------------------

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


                              LANDLORD'S ASSIGNMENT

     In consideration of One Dollar, in hand paid, I hereby transfer, assign and
set  over  to  ___________________________________________________________   and
assign my interest in the within lease, and the rent therein reserved.

Dated:
       ------------------------------

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