[LOGO]                                                       Sola Optical Europe
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16th May 1996


Mr Mark Mackenzie
Ashdale
6 Ashley Rise
Walton-on-Thames
Surrey
KT12 1ND



Dear Mark,

I am pleased to confirm your  employment  conditions as European Region Director
for duties  performed  on behalf of SOLA UK with effect from 1st April 1995.  In
respect of these duties your  contract of employment is with SOLA Optical UK Ltd
("the  Company") and is governed  English law.  This contract  together with the
Company's Staff Handbook, a copy of which has been provided to you, sets out the
terms  and  conditions  of your  employment  with  the  Company.  This  contract
supersedes  all  previous  agreements  oral and in writing  between  you and the
Company in relation to the matters dealt with in it.

Your base  salary in  respect  of these  duties is  L.74,823  per annum  paid in
monthly  instalment  on the 15th of each month by direct debit  transfer to your
bank.  Your  salary  will be subject to annual  discretionary  review  increases
effective January 1st.

You will be eligible to participate in the SOLA Group Management  Incentive Plan
(MIP),  which is an  annual  cash  incentive  program  based on  achievement  of
financial goals for the Group and the Region.

Your MIP payment will be  guaranteed at a minimum of 50% of your base salary for
1994/95 and 25% of your base salary for 1995/96.

You are  provided  with a Company  car which will be fully  taxed,  insured  and
maintained by the Company.

Your holiday entitlement is 15 days in addition to normal UK statutory holidays.

You and your family are covered by our UK Private  Patients  Plan  medical  care
insurance. This covers specialist and hospital treatment but not private general
practitioner   treatment,   dental  treatment  or  prescription   drugs.   These
non-covered  items  are  available  free of charge  or  subsidised  under the UK
National Health Scheme.

You are also eligible for the SOLA UK Pension Plan which is a contributory Group
Personal  Pension Plan contracted in to the UK Earnings  Related Pension Scheme.
You can  transfer  existing  pension  assets into the plan if you wish to do so.
SOLA's pension  consultants and actuaries,  the Wyatt Co are available to advise
you on your personal situation.


Sola Optical Europe,         18 Lion & Lamb Yard, Farnham,       Surrey, GU9 7LL
Tel: 01252 733878 Fax: 01252 733781                               United Kingdom


Registered  Office Sola Optical (UK) Ltd Holford Way Holford  Birmingham  B6 7UU
Registered in England  Number 1132513 


<PAGE>

The Company  will  reimburse  you for half of the cost of school  fees  incurred
educating  your  daughters  at  private  schools  in the UK.  You will be paid a
supplement  of L.500 per month via the payroll  with  effect from April 1995.  A
reconciliation between these payments and 50% of your final bill will be made at
the end of each school year and any necessary  adjustments  will be made at that
time.

You are  required to give the  Company 3 months  notice of  termination  of your
employment. Your notice entitlement from the Company is also 3 months subject to
the conditions covering termination of your employment set forth below.

In the event that your  employment  is  terminated by the Company for any reason
other than gross  misconduct,  the  Company  will have the  following  financial
obligations to you:

*    If you are terminated during the initial 12 months of your employment,  you
     will continue to be paid your base salary and will continue to receive your
     employee  benefits  for a  period  of 12  months  from  the  date  of  your
     termination.  In  addition,  you will be paid your  guaranteed  minimum MIP
     payment.

*    If you are terminated  after 12 months of employment,  you will continue to
     be paid your  base  salary  and will  continue  to  receive  your  employee
     benefits for a period of 12 months from the date of your termination.

*    These severance  arrangements are inclusive of all termination payments and
     any payment in lieu of notice.

Please  return a signed copy of this letter  confirming  acceptance of the above
terms and conditions of employment as soon as possible.

Your sincerely,

 /s/ Steve Lee

Steve Lee
Vice President Human Resources


Agree and Acknowledged:       /s/ Mark Mackenzie              May 23, 1996
                             ---------------------           -------------
                             Mark Mackenzie                  Date