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                                 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) [modified July 1, 1999 to not include office space at
northwest side. Reduction of $486 per month, $5,500 per year] 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

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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.

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.

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     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.

     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.


                                    /s/ Gary Schlatter
                                    -------------------------------------------
                                    Gary Schlatter, Mgr 2780 South Raritan LLC
                                    LANDLORD


                                    ORALABS, INC.

                                    /s/ Gary Schlatter
                                    -------------------------------------------
                                    Gary Schlatter for TENANT, ORALABS, INC.





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