ORALABS HOLDING CORP.
                    1997 NON-EMPLOYEE DIRECTORS' OPTION PLAN
               ADOPTED BY THE BOARD OF DIRECTORS SEPTEMBER 5, 1997


1. PURPOSE.

     (a) The  purpose  of the 1997  Non-Employee  Directors'  Option  Plan  (the
"Plan") is to provide a means by which each  director of OraLabs  Holding  Corp.
(the  "Company")  who is not  otherwise  at the time of grant an  employee of or
consultant  to the Company or of any  Affiliate of the Company (each such person
being  hereafter  referred  to as a  "Non-Employee  Director")  will be given an
opportunity to purchase stock of the Company.

     (b) The word  "Affiliate" as used in the Plan means any parent  corporation
or subsidiary  corporation of the Company as those terms are defined in Sections
424(e) and (f),  respectively,  of the Internal Revenue Code of 1986, as amended
from time to time (the "Code").

     (c) The  Company,  by means of the Plan,  seeks to retain the  services  of
persons now serving as  Non-Employee  Directors  of the  Company,  to secure and
retain the  services  of persons  capable  of serving in such  capacity,  and to
provide  incentives for such persons to exert maximum efforts for the success of
the Company.

2. ADMINISTRATION.

     (a) The Plan shall be administered by the Board of Directors of the Company
(the  "Board")  unless  and  until  the  Board  delegates  administration  to  a
committee, as provided in subparagraph 2(b).

     (b) The  Board  may  delegate  administration  of the  Plan to a  committee
composed  of  two  (2) or  more  members  of the  Board  (the  "Committee").  If
administration  is  delegated  to a  Committee,  the  Committee  shall have,  in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject,  however, to such resolutions,  not inconsistent with the
provisions  of the Plan,  as may be adopted  from time to time by the  Board.  A
majority of the Committee shall constitute a quorum at any meeting, and the acts
of a  majority  of its  members  present  at any  meeting  at which a quorum  is
present,  or acts  approved in writing by all of the  members of the  Committee,
shall be the acts of the  Committee.  The Board may abolish the Committee at any
time and revest in the Board the administration of the Plan.

     (c)  Notwithstanding  the above,  the  selection  of the  directors to whom
options  are to be  granted,  the  timing of such  grants,  the number of shares
subject to any option,  the  exercise  price of any option,  the periods  during
which  any  option  may be  exercised  and the  term of any  option  shall be as
hereinafter  provided,  and the  Committee  shall have no  discretion as to such
matters.

                                        1

<PAGE>



3. SHARES SUBJECT TO THE PLAN.

     (a) Subject to the provisions of paragraph 10 relating to adjustments  upon
changes in stock,  the stock that may be sold pursuant to options  granted under
the Plan shall not exceed in the aggregate Two Hundred Thousand (200,000) shares
of the Company's  common stock.  If any option  granted under the Plan shall for
any reason expire or otherwise  terminate without having been exercised in full,
the stock not purchased  under such option shall again become  available for the
Plan.

     (b) The stock  subject  to the Plan may be  unissued  shares or  reacquired
shares, bought on the market or otherwise.

4. ELIGIBILITY.

     Options shall be granted only to Non-Employee Directors of the Company. All
grants of options to  Non-Employee  Directors under this Plan shall be automatic
and  nondiscretionary  and  shall  be  made  strictly  in  accordance  with  the
provisions  of the Plan.  No person  shall have any  discretion  to select which
Non-Employee  Directors  shall be granted  options or to determine the number of
shares of stock to be covered by options granted to Non-Employee Directors.

5. NON-DISCRETIONARY GRANTS.

     (a) Each  person  who is  first  elected  or  appointed  to the  Board as a
Non-Employee  Director  after  the date on which  this Plan is  approved  by the
Board(the   "Appointment   Date"),   shall  automatically  be  granted,  on  the
Appointment  Date,  an option to purchase  Twenty  Thousand  (20,000)  shares of
common  stock of the  Company  on the terms  and  conditions  set  forth  herein
(hereinafter the "Initial  Option").  In no event shall any of the Board members
serving as such at the time of  adoption of this Plan be entitled to any Options
hereunder  if they remain on the Board after they cease  serving as employees of
the Company.

     (b) Each Non-Employee  Director shall be automatically granted an option to
purchase Five Thousand  (5,000) shares (a "Subsequent  Option") each year on the
date two business days after the day of each annual meeting of the  stockholders
of the Company,  provided he or she is then an Non-Employee  Director and, if as
of such  date,  he or she  shall  have  served  on the  Board  for at least  the
preceding  six (6) months.  There shall be no limit on the number of  Subsequent
Options a person may receive  under this Plan.  Initial  Options and  Subsequent
Options may hereafter be referred to collectively as "Options".

     (c) If the  number  of shares  then  remaining  available  for the grant of
Options under the Plan is not  sufficient for each  Non-Employee  Director to be
granted  the number of Options  called for by the Plan,  then each  Non-Employee
Director  shall be granted an Option for a number of whole  shares  equal to the
number of shares then remaining available divided by the number of Non- Employee
Directors, disregarding any fractions of shares.

6. OPTION PROVISIONS.

                                        2

<PAGE>



     Each Option shall be subject to the following terms and conditions:

     (a) The term of each Option commences on the date it is granted and, unless
sooner terminated as set forth herein,  expires on the date ("Expiration  Date")
five (5) years from the date of grant. In the event of an optionee's  death, the
optionee's  estate or a person who  acquired the right to exercise the Option by
bequest or inheritance  may exercise the Option,  but only within six (6) months
following  the date of  death,  and only to the  extent  that the  optionee  was
entitled  to  exercise  it on the date of death (but in no event  later than the
Expiration  Date).  To the extent that the optionee was not entitled to exercise
an Option on the date of death, or to the extent that the optionee's estate or a
person who  acquired  the right to exercise  such  Option  does not  exercise an
Option which was  otherwise  exercisable  as of the date of death (to the extent
otherwise  so  entitled)  within the time  specified  herein,  the Option  shall
terminate.

     (b) The exercise price of each Option shall be equal to one hundred percent
(100%)  of the Fair  Market  Value of the  stock  (as such  term is  defined  in
subsection 9(e)) subject to such Option on the date such Option is granted. Each
Option shall be a  non-statutory  stock  option  (i.e.  an option which does not
qualify  under  Section  422 or 423 of the  Internal  Revenue  Code of 1986,  as
amended (the "Code")).

     (c) The optionee may elect to make payment of the exercise  price under one
of the following alternatives:

          (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
subparagraph 6(c)(i) through 6(c)(iii) above.  However,  payment of the exercise
price with shares  shall not increase the number of shares of stock which may be
issued under the Plan as provided in Section 3(a).

     (d) An  Option  shall  be  transferable  only  to the  extent  specifically
provided  in the  option  agreement;  provided,  however,  that  if  the  option
agreement does not specifically  provide for the  transferability  of an Option,
then the  Option  shall  not be  transferable  except  by will or by the laws of
descent and  distribution,  and shall be exercisable  during the lifetime of the
person to whom the Option is granted  only by such person (or by his guardian or
legal  representative) or transferee pursuant to such an order.  Notwithstanding
the foregoing,  the optionee may, by delivering written notice to the Company in


                                        3

<PAGE>


a form satisfactory to the Company, designate a third party who, in the event of
the death of the optionee,  shall thereafter be entitled to exercise the Option.
These  restrictions  on  transferability  shall  not  apply to the  extent  such
restrictions  are not at the time  required for the Plan to continue to meet the
requirements  of Rule 16b-3 under the  Securities  Act of 1934,  as amended (the
"1934 Act").

     (e) Both Initial  Options and Subsequent  Options shall become  exercisable
and vested in four (4) equal  annual  installments  of  one-fourth  (1/4) of the
number of Options  granted as the  Initial  Options or  Subsequent  Options,  as
applicable,  commencing on the one (1)-year  anniversary of the date of grant of
the Option,  provided that the optionee  has,  during the entire period prior to
such vesting installment date,  continuously served as a Non-Employee  Director,
whereupon  such Option shall become fully vested and  exercisable  in accordance
with its terms with  respect to that portion of the shares  represented  by that
Option.

     (f) 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.  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 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.

     (g) The Company may require any  optionee,  or any person to whom an Option
is transferred  under  subparagraph  6(d), as a condition of exercising any such
Option:

          (i) to give written  assurances  satisfactory to the Company as to the
optionee's knowledge and experience in financial and business matters; and

          (ii) to give written  assurances  satisfactory  to the Company stating
that such person is acquiring  the stock subject to the Option for such person's
own  account  and not  with  any  present  intention  of  selling  or  otherwise
distributing the stock. These requirements, and any assurances given pursuant to
such requirements, shall be inoperative if

          (iii) the  issuance of the shares upon the  exercise of the Option has
been registered under a then  currently-effective  registration  statement under
the Securities Act of 1933, as amended (the "Securities Act"), or

          (iv) as to any  particular  requirement,  a  determination  is made by
counsel  for  the  Company  that  such  requirement  need  not  be  met  in  the
circumstances under the then applicable securities laws. The Company may require
any  optionee  to provide  such other  representations,  written  assurances  or
information  which the  Company  shall  determine  is  necessary,  desirable  or
appropriate to comply with applicable securities laws as a condition of granting
an Option to the optionee or permitting the optionee to exercise the Option. The


                                        4

<PAGE>


Company  may,  upon  advice of counsel to the  Company,  place  legends on stock
certificates   issued  under  the  Plan  as  such  counsel  deems  necessary  or
appropriate in order to comply with applicable securities laws,  including,  but
not limited to, legends restricting the transfer of the stock.

     (h)  Notwithstanding  anything to the contrary  contained herein, an Option
may not be exercised unless the shares issuable upon exercise of such Option are
then  registered  under the  Securities  Act or, if such  shares are not then so
registered,  the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act.

7. COVENANTS OF THE COMPANY.

     (a) During the terms of the  Options  granted  under the Plan,  the Company
shall  keep  available  at all times the number of shares of stock  required  to
satisfy such Options.

     (b) The Company  shall seek to obtain from each  regulatory  commission  or
agency having  jurisdiction  over the Plan such  authority as may be required to
issue and sell shares of stock upon  exercise of the Options  granted  under the
Plan;  provided however,  that this undertaking shall not require the Company to
register  under the Securities Act either the Plan, any Option granted under the
Plan,  or any stock issued or issuable  pursuant to any such  Option.  If, after
reasonable  efforts,  the Company is unable to obtain  from any such  regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful  issuance and sale of stock under the Plan,  the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such Options.

8. MISCELLANEOUS.

     (a)  Neither an  optionee  nor any person to whom an Option is  transferred
under  subparagraph  6(d) shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to such Option unless
and until such person has satisfied all  requirements for exercise of the Option
pursuant to its terms.

     (b)  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.

     (c) No Non-Employee  Director,  individually or as a member of a group, and
no  beneficiary  or other person  claiming  under or through him, shall have any
right,  title or interest in or to any Option  reserved  for the purposes of the
Plan  except as to such  shares  of common  stock,  if any,  as shall  have been
reserved for him pursuant to an Option granted to him.

     (d) In connection with each Option made pursuant to the Plan, it shall be a
condition precedent to the Company's obligation to issue or transfer shares to a
Non-Employee  Director,  or to  evidence  the  removal  of any  restrictions  on


                                        5

<PAGE>


transfer, that such Non-Employee Director make arrangements  satisfactory to the
Company to insure that the amount of any federal, state or local withholding tax
required to be withheld  with respect to such sale or transfer,  or such removal
or lapse,  is made  available to the Company for timely payment of such tax. The
withholding  tax  obligation  may be satisfied by payment of the amount in cash,
delivery of shares of common stock of the Company  already owned by the optionee
(subject to the same conditions  specified in Section  6(c)(ii)  above),  or for
consideration  received  by  the  Company  under  a  cashless  exercise  program
implemented by the Company in connection with this Plan.

     (e) As used in this Plan,  "Fair Market Value" means,  as of any date,  the
value of the common stock of the Company 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 Board or Committee 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 or
Committee.

9. ADJUSTMENTS UPON CHANGES IN STOCK.

     (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.


                                        6

<PAGE>



     (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  1934  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
1934  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 Section (9) for those outstanding under the
Plan; or

          (ii) 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,  all  outstanding
Options shall then be deemed fully  vested,  and to the extent the Option is not
exercised,  the Option will terminate  immediately  prior to the consummation of
such proposed action.

10. AMENDMENT OF THE PLAN.

     (a) 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 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)  Notwithstanding  anything contained in this Plan to the contrary,  the
Board shall have the power to amend the Plan in any manner  deemed  necessary or
advisable  for  Options  granted  under the Plan to  qualify  for the  exemption
provided in Rule 16b-3 (or any successor rule relating to exemption from Section
16(b) of the 1934 Act),  and any such  amendment  shall,  to the  extent  deemed
necessary or advisable by the Board,  be applicable to any  outstanding  Options
theretofore  granted  under the Plan  notwithstanding  any  contrary  provisions
contained in any stock option  agreement.  In the event of any such amendment to
the Plan,  the  holder of any  Option  outstanding  under the Plan  shall,  upon
request of the Board or Committee  and as a condition to the  exercisability  of
such Option,  execute a conforming amendment in the form prescribed by the Board
or  Committee  to the option  agreement  referred  to in  Section 6 within  such
reasonable time as shall be specified in such request.

                                        7

<PAGE>


     (c) Rights and obligations under any Option granted before any amendment of
the Plan shall not be impaired by such amendment unless (i) the Company requests
the  consent of the person to whom the Option was  granted  and (ii) such person
consents in writing.

11. TERMINATION OR SUSPENSION OF THE PLAN.

     (a) The Board may suspend or terminate the Plan at any time.  Unless sooner
terminated,  the Plan shall  terminate on  September 5, 2007.  No Options may be
granted under the Plan while the Plan is suspended or after it is terminated.

     (b) Rights and  obligations  under any Option  granted while the Plan is in
effect shall not be impaired by suspension or  termination  of the Plan,  except
with the consent of the person to whom the Option was granted.

     (c) The Plan  shall  terminate  upon the  occurrence  of any of the  events
described in Section 9 above.











                                        8
<PAGE>






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

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

[Optionee's Name and Address]

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

Vesting Date
                                       -----------------------------------------
Exercise Price Per Share
                                       $ ---------------------------------------
Total Number of Shares Granted
                                       -----------------------------------------
Total Price of Shares Granted
                                       $ ---------------------------------------

Type of Option                         Nonstatutory Stock Option

Term/Expiration  Date
                                       ----------------------------------------

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 (_______)                                        _______% (_______ Shares)

Thereafter:

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

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



<PAGE>


          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.

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

     If the  optionee's  service as a Non-Employee  Director  terminates for any
reason or for no reason,  except as set forth in Section  6(_____)  of the Plan,
the Option  shall  terminate on the earlier of the  Expiration  Date or the date
_________  (__)  months  following  the  date of  termination  of such  service.
Exercise of this Option  shall be on a form of Exercise  Notice  provided by the
Company.

     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:
     -------------------------------------------

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

-------------------------------------------------------------------------------.

     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


_________________________________            By:________________________________
Signature                   Date                                            Date

_________________________________            Title:_____________________________
Print Name





                                        3
<PAGE>




                              ORALABS HOLDING CORP.
                    1997 NON-EMPLOYEE DIRECTORS' OPTION 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  Non-Employee  Directors'  Option Plan,  as amended (the
"Plan"), and the Notice of Stock Option Grant dated ____________________________
(together, the "Option").

     2.  Representations  of Optionee.  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 A to the Notice of Stock Option 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. Tax Consultation.  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.

     5. Restrictive  Legends.  Optionee  understands and agrees that the Company
may cause one or more  legends to be placed upon any  certificate(s)  evidencing
ownership of the Shares if determined to be necessary or advisable by counsel to
the Company.



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     6.  Withholding  Obligation.  Optionee  agrees to provide  such  additional
documents  as the  Company may  require  pursuant to the terms of the Plan,  and
Optionee  further  agrees to provide  for the payment by Optionee to the Company
(in  the  manner  designated  by  the  Company)  of  the  Company's  withholding
obligation, if any, relating to the exercise of this Option.

     7.  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.

     8.  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.

     9. 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.

     10. 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.

     11.  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.

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

     13.  Entire  Agreement.  The Plan and  Notice  of Stock  Option  Grant  are
incorporated  herein by reference.  This  Agreement,  the Plan and the Notice of
Stock Option Grant  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.






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Submitted By:                            Accepted by:

OPTIONEE:                                ORALABS HOLDING CORP., a Colorado
                                         corporation


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

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

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

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











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

                          ATTACHMENT 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.


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          (c) Optionee is familiar with the  provisions of Rule 144  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. 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  understands  that in the  event  all of the  applicable
requirements  of Rule 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 Rule 144 is 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 Rule  144  will  have a
substantial  burden of proof in establishing that an 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.

          (e)  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:
                                             -----------------------------------







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