ORALABS HOLDING CORP.
                    1997 NON-EMPLOYEE DIRECTORS' OPTION PLAN

                               STOCK OPTION GRANT
                               ------------------

Michael Friess

     You have been  automatically  granted this Stock  Option (the  "Option") to
purchase Common Stock of ORALABS  HOLDING CORP. (the "Company")  pursuant to the
Company's  1997 Non- Employee  Directors'  Option Plan (the  "Plan"),  a copy of
which is attached hereto. This Option is not intended to qualify and will not be
treated as an "incentive  stock option" within the meaning of Section 422 of the
Internal  Revenue  Code of 1986,  as amended (the  "Code").  The details of your
Option are as follows:

Date of Grant                               September 8, 1997
                                            ------------------------------------

Vesting Date                                September 8, 1998 (see below)
                                            ------------------------------------

Exercise Price Per Share                    $ 1.00
                                            ------------------------------------

Total Number of Shares Granted              20,000
                                            ------------------------------------

Total Price of Shares Granted               $ 20,000
                                            ------------------------------------

Type of Option                              Nonstatutory Stock Option

Term/Expiration  Date                       September 8, 2002
                                            ------------------------------------

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 (September 8, 1998)                        25% (5,000 Shares)

          Second Annual Anniversary of Vesting
          Date (September 8, 1999)                        25% (5,000 Shares)


                                        1

<PAGE>



          Third Annual Anniversary of Vesting
          Date (September 8, 2000)                         25% (5,000 Shares)

          Fourth Annual Anniversary of Vesting
          Date (September 8, 2001)                         25% (5,000 Shares)

          This  Option  may be  exercised,  to the  extent  consistent  with the
          above-vesting schedule, by delivering a Notice of Exercise in the form
          attached   hereto   (with  the  attached   Investment   Representation
          Statement,  if required by the  Company),  together  with the exercise
          price, to the Secretary of the Company, or to such other person as the
          Company may designate,  during regular  business hours,  together with
          such additional  documents as the Company may then require pursuant to
          Section 6 of the Plan.  This  Option may only be  exercised  for whole
          shares.

     OPTIONEE  ACKNOWLEDGES  THAT  NOTHING  IN THE  PLAN  OR IN  ANY  INSTRUMENT
EXECUTED PURSUANT THERETO SHALL CONFER UPON ANY NON- EMPLOYEE DIRECTOR ANY RIGHT
TO CONTINUE IN THE SERVICE OF THE COMPANY OR ANY  AFFILIATE  IN ANY  CAPACITY OR
SHALL  AFFECT  ANY  RIGHT  OF THE  COMPANY,  ITS  BOARD OR  STOCKHOLDERS  OR ANY
AFFILIATE,  TO REMOVE ANY NON-EMPLOYEE DIRECTOR PURSUANT TO THE COMPANY'S BYLAWS
AND THE PROVISIONS OF THE COLORADO BUSINESS CORPORATION ACT.

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

     The following kinds of consideration may be tendered and applied toward all
or a portion of the Exercise Price in accordance with Section 6(c) of the Plan:

          (i)  Payment  of the  exercise  price per share in cash at the time of
exercise;

          (ii) Provided  that at the time of the exercise the  Company's  common
stock is  publicly  traded  and quoted  regularly  in the Wall  Street  Journal,
payment by delivery of shares of common  stock of the Company  already  owned by
the  optionee  and owned free and clear of any liens,  claims,  encumbrances  or
security  interest,  which common stock shall be valued at its Fair Market Value
on the date preceding the date of exercise; or

          (iii) Consideration  received by the Company under a cashless exercise
program implemented by the Company in connection with this Plan; or

          (iv) Payment by a combination  of the methods of payment  specified in
subparagraphs (i) through (iii) above.


                                        2

<PAGE>


     Withholding:
     ------------

     By  exercising  this Option,  you agree that the Company may require you to
enter an arrangement  providing for  satisfaction  by you of any tax withholding
obligation of the Company  arising by reason of the exercise of this Option,  as
provided in Section 8(d) of the Plan.

     Exceptions to Transferability Restrictions: None.
     -------------------------------------------------

     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.

     By your signature and the signature of the Company's  representative below,
you and the  Company  agree that this  Option is granted  under,  subject to and
governed by the terms and conditions of the 1997 NON-EMPLOYEE  DIRECTORS' OPTION
PLAN attached and made a part of this document.  You acknowledge  that as of the
date of grant of this Option,  this instrument and its attachments set forth the
entire  understanding  between you and the Company  regarding the acquisition of
Common  Stock  in the  Company,  and  supersedes  all  prior  oral  and  written
agreements on that subject.

OPTIONEE:                                  ORALABS HOLDING CORP., a
                                           Colorado corporation

/s/  Michael Friess                        By:  /s/  Gary H. Schlatter
-----------------------------------           ----------------------------------
Signature             Date                                                  Date

   Michael Friess                          Title:  President
-----------------------------------              -------------------------------
Print Name




                                        3