ASSIGNMENT AND AMENDMENT OF
                              EMPLOYMENT AGREEMENT


                  THIS ASSIGNMENT AND AMENDMENT OF EMPLOYMENT

AGREEMENT  (this  "Agreement")  is made as of the 1st day  December, 1993 by and
between  Sola Optical  USA,  Inc.  (the  "Company"),  Sola Group Ltd.  (formerly
California Hive-Down, Inc.) ("Sola") and Theodore Gioia (the "Executive").


                                  WITNESSETH:

        WHEREAS,  the  Company  and the  Executive  entered  into an  Employment
Agreement dated as of February 26, 1993 (the "Employment Agreement"); and

        WHEREAS,  the  Employment  Agreement  provides  that  the  Executive  is
entitled  to  participate  in certain  employee  benefit  plans of the  Company,
including  certain  employee  benefit  plans  provided  by its  ultimate  parent
Pilkington plc ("Pilkington") and certain subsidiaries of Pilkington,  specified
on the schedule attached to the Employment Agreement; and

        WHEREAS,  the  Employment  Agreement  imposes  certain  requirements  in
connection  with the sale of the  Company or the  assignment  of the  Employment
Agreement; and

        WHEREAS,  Pilkington  and  certain  of it  subsidiaries,  including  the
Company,  entered into a Purchase Agreement (the "Purchase Agreement") with Sola
Holdings  Inc.  ("Holdings"),  dated  September  1,  1993,  with  respect to the
acquisition  (the  "Acquisition")  of among other things,  all of the assets the
Company,  including  the  Employment  Agreement,  by  Holdings  or a  subsidiary
thereof; and

        WHEREAS,  in connection with the Acquisition the parties desire that the
rights and obligations of the Company in, to and under the Employment  Agreement
be assigned to and assumed by Sola, a subsidiary of Holdings; and

        WHEREAS, effective upon on the consummation of the Acquisition, Sola and
Holdings will not be affiliated with Pilkington and consequently thereafter will
not be able to



<PAGE>


continue the Executive's participation in the employee benefit plans provided by
Pilkington  and certain  subsidiaries  of  Pilkington  specified on the schedule
attached to the Employment Agreement; and

        WHEREAS,  pursuant to the Purchase Agreement, the obligation of Holdings
to consummate the transaction  contemplated  thereunder is conditioned  upon the
satisfaction  of certain  conditions,  including  the delivery to Holdings of an
amendment to the Employment Agreement whereby the termination of the Executive's
participation  in  certain  employee  benefit  plans  of the  Company  will  not
constitute a breach of the Employment Agreement; and

        WHEREAS,  the Executive desires that the transaction  contemplated under
the Purchase Agreement be consummated.

        NOW THEREFORE, in consideration of the foregoing premises and the mutual
agreements  herein  contained,  the parties  hereto  agree,  effective as of the
Closing Date (as defined in the Purchase Agreement), as follows:

        1. The  Company  hereby  assigns  and  Sola  hereby  assumes  all of the
Company's  rights and obligations in, to and under the Employment  Agreement.  A
copy of this Agreement has been delivered to Executive pursuant to Section 15 of
the Employment Agreement.

        2. The Executive shall cease his  participation  in the employee benefit
plans of the.  Company  listed on Exhibit A  attached  hereto  (the  "Pilkington
Plans").

        3.  Executive  hereby  consents to the  termination  of the  Executive's
participation in the Pilkington Plans.

        4. The  Employment  Agreement is hereby  amended as set forth herein and
except as amended herein,  the Employment  Agreement  shall remain in full force
and effect.

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<PAGE>


        IN WITNESS  WHEREOF,  the undersigned  have executed this Assignment and
Amendment of Employment Agreement as of the date first written above.

                                    SOLA OPTICAL USA, INC.
                                    
                                     /s/ Mike Hyldon
                                    ------------------------
                                    Name:
                                    Title:


                                    SOLA GROUP LTD.

                                     /s/ John E. Heine
                                    ------------------------
                                    Name:  John E. Heine
                                    Title: President


                                     /s/ Theodore Gioia
                                    ------------------------
                                    Theodore Gioia

                                      -3-

<PAGE>


                                                                  Theodore Gioia

                                   Exhibit A

Pilkington Visioncare Long Term Bonus Plan

Pilkington Visioncare Pension Plan

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