[LOGO]                                                   Sola International Inc.
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16th May 1996


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




Dear Mark,

I am pleased to confirm your compensation and benefit arrangements in respect of
your  continuing  duties  performed  on behalf of SOLA  International  Inc ("the
Company")  outside the UK in your  capacity as Geschaftsfuhrer  of SOLA  Optical
Holdings  GMBH and as  chairman  of  SOLA ADC  Lenses  Ltd.  In respect of these
duties,  your  contract  of  employment  is with SOLA  International  Inc and is
governed by US law.  Please note that these  duties  take  precedence  over your
duties  for SOLA  Optical UK Ltd where any  conflict  may  arise.  However  SOLA
International  Inc recognises  your  obligations to SOLA Optical UK Ltd and will
seek to facilitate your duties thereunder.

Your base salary in respect of these  duties will be $2,637 per month  ($31,640)
on an annual basis) and will be paid in two equal  installments on the fifteenth
and thirtieth of each month. 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.

In  addition,  the  company  will  reimburse  to you via the payroll the cost of
interest at 8.5% on your  bridging  loan of  L.475,000  in  connection  with the
purchase of your UK property until the sale of your property in France.

In addition  the  company  will  reimburse  you for any loss on the sale of your
property in France up to a maximum of  $100,000.  Further the company  will also
reimburse the costs associated with the sale up to a maximum of $20,000.

Your holiday  entitlement is 10 days per annum and is in addition to any holiday
entitlement arising from your employment with SOLA Optical UK Ltd

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2420 Sand Hill Road Suite 200,  Menlo Park,  CA 94025 USA         (415) 324 6868
                                                              Fax (415) 324 6850


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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.

Yours sincerely,

 /s/ Steve Lee

Steve Lee
Vice President Human Resources


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